GLENBROOK LIFE MULTI-MANAGER VARIABLE ACCOUNT, N-4/A, 1996-08-23

GLENBROOK LIFE MULTI-MANAGER VARIABLE ACCOUNT
N-4/A, 1996-08-23

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<PAGE>

As filed with the Securities and Exchange Commission on August 23, 1996

File No. 333-00999

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

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PRE-EFFECTIVE AMENDMENT NO. 2 /X/

AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 2 /X/

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

GLENBROOK LIFE MULTI-MANAGER VARIABLE ACCOUNT
(Exact Name of Registrant)

GLENBROOK LIFE AND ANNUITY COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
(Name of Depositor)

MICHAEL J. VELOTTA
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
GLENBROOK LIFE AND ANNUITY COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
847/402-2400
(Name and Complete Address of Agent for Service)

<TABLE>
<S> <C>
Copies to:
STEPHEN E. ROTH, ESQUIRE JOHN R. HEDRICK, ESQUIRE
SUTHERLAND, ASBILL AND BRENNAN ALLSTATE LIFE FINANCIAL SERVICES, INC.
1275 PENNSYLVANIA AVENUE 3100 SANDERS ROAD
WASHINGTON, D.C. 20004-2404 NORTHBROOK, IL 60062
</TABLE>

Approximate date of proposed public offering:
As soon as practicable after the effective date of the Registration Statement

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

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

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

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CROSS REFERENCE SHEET

Showing Location in Part A (Prospectus) and Part B of Registration Statement
of Additional Information Required by Form N-4

<TABLE>
<CAPTION>
ITEM OF FORM N-4 PROSPECTUS CAPTION
- --------------------------------------------------------------- -------------------------------------------------
<S> <C> <C>
Part A: INFORMATION REQUIRED IN A PROSPECTUS

1. Cover Page....................................... Cover Page
2. Definitions...................................... Glossary
3. Synopsis......................................... Highlights; Summary of Variable Account Expenses
4. Condensed Financial.............................. --
(a) Chart............................................ Not Applicable
(b) MM Yield......................................... Not Applicable
(c) Location of Others............................... Financial Statements
5. General.......................................... --
(a) Depositor........................................ Glenbrook Life and Annuity Company
(b) Registrant....................................... The Variable Account
(c) Portfolio Company................................ The Funds;
(d) Fund Prospectus.................................. The Funds;
(e) Voting Rights.................................... Voting Rights
(f) Administrators................................... Charges & Other Deductions
Contract Maintenance Charge
6. Deductions & Expenses............................ Charges & Other Deductions
(a) General.......................................... Charges & Other Deductions
(b) Sales Load Percent............................... Withdrawal Charge
(c) Special Purchase Plans........................... Not Applicable
(d) Commissions...................................... Distribution of the Contracts
(e) Expenses -- Registrant........................... Charges & Other Deductions
(f) Fund Expenses.................................... Summary of Variable Account Expenses; Fund
Expenses
(g) Organizational Expenses.......................... Not Applicable
7. Contracts........................................ --
(a) Persons with Rights.............................. Benefits under the Contract; Payout Start Date
for Income Payments; Voting Rights; Assignments;
Beneficiary
(b) (i) Allocation of Purchase Payments.................. Allocation of Purchase Payments
(ii) Transfers........................................ Transfers among Investment Alternatives
(iii) Exchanges Not Applicable
(c) Changes.......................................... Modification
(d) Inquiries........................................ Customer Inquiries
8. Annuity Period................................... Payout Start Date for Income Payments
(a) Material Factors................................. Variable Account Income Payments;
Fixed Amount Income Payments
(b) Dates............................................ Payout Start Date for Income Payments
(c) Frequency, duration & level...................... Variable Account Income Payments
Fixed Amount Income Payments
(d) AIR.............................................. Amount of Variable Annuity Income Payments
(e) Minimum.......................................... Amount of Variable Annuity Income Payments
(f) -- Change Options................................ Transfers among Investment Alternatives
-- Transfer...................................... --
9. Death Benefit.................................... Death Benefits; Death Benefit Amount
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM OF FORM N-4 PROSPECTUS CAPTION
- --------------------------------------------------------------- -------------------------------------------------
10. Purchases & Contract Value....................... --
<S> <C> <C>
(a) Purchases........................................ Purchase of the Contracts:
Crediting of Initial Purchase Payment
(b) Valuation........................................ Accumulation Units; Accumulation Unit Value
(c) Daily Calculation................................ Accumulation Units; Accumulation Unit Value;
Allocation of Purchase Payments
(d) Underwriter...................................... Distribution of the Contracts
11. Redemptions...................................... --
(a) -- By Owners..................................... Withdrawals
(b) -- By Annuitant.................................. Income Plans
(c) Texas ORP........................................ Not Applicable
(d) Lapse............................................ Not Applicable
(e) Free Look........................................ Highlights
12. Taxes............................................ Federal Tax Matters
13. Legal Proceedings................................ Not Applicable
14. SAI Table of Contents............................ SAI Table of Contents

Part B: INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

15. Cover Page....................................... Cover Page
16. Table of Contents................................ Table of Contents
17. General Information & History.................... --
(a) Depositor's Name................................. Glenbrook Life and Annuity Company
(b) Assets of Sub-account............................ The Variable Account
(c) Control of Depositor............................. Glenbrook Life and Annuity Company
18. Services......................................... --
(a) Fees & Expenses of Registrant.................... Contract Maintenance Charge
(b) Management Contracts............................. Contract Maintenance Charge;
Distribution of the Contracts
(c) Custodian........................................ SAI: Safekeeping of the Variable Account's Assets
Independent Public Accountant.................... Experts
(d) Assets of Registrant............................. SAI: Safekeeping of the Variable Account Assets
(e) Affiliated Persons............................... Not Applicable
(f) Principal Underwriter............................ Distribution of the Contracts
19. Purchase of Securities Being Offered............. --
(a) Offering......................................... SAI: Purchase of Contracts
(b) Sales load....................................... Distribution of the Contracts
20. Underwriters..................................... --
(a) Principal Underwriter............................ Distribution of the Contracts
(b) Continuous offering.............................. SAI: Purchase of Contracts
(c) Commissions...................................... Distribution of the Contracts
(d) Unaffiliated Underwriters........................ N/A
21. Calculation of Performance Data.................. SAI: Performance Data
22. Annuity Payments................................. Income Payments
23. Financial Statements............................. --
(a) Financial Statements of Registrant............... SAI: Not Applicable
(b) Financial Statements of Depositor................ Glenbrook Life and Annuity Company Financial
Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM OF FORM N-4 PROSPECTUS CAPTION
- --------------------------------------------------------------- -------------------------------------------------
Part C: OTHER INFORMATION
<S> <C> <C>

24a. Financial Statements............................. Part C. Financial Statements
24b. Exhibits......................................... Part C. Exhibits
25. Directors and Officers........................... Part C. Directors & Officers of Depositor
26. Persons Controlled By or Under Common
Control with Depositor or Registrant............ Part C. Persons Controlled by or Under Common
Control with Depositor or Registrant
27. Number of Contract Owners........................ Part C. Number of Contract Owners
28. Indemnification.................................. Part C. Indemnification
29a. Relationship of Principal Underwriter to
Other Investment Companies...................... Part C. Relationship of Principal Underwriter to
Other Investment Companies
29b. Principal Underwriters........................... Part C. Principal Underwriters
29c. Compensation of Underwriter...................... Part C. Compensation of Allstate Life Financial
Services, Inc.
30. Location of Accounts and Records................. Part C. Location of Accounts and Records
31. Management Services.............................. Part C. Management Services
31. Undertakings..................................... Part C. Undertakings
</TABLE>
<PAGE>

GLENBROOK LIFE MULTI-MANAGER VARIABLE ACCOUNT

OFFERED BY

GLENBROOK LIFE AND ANNUITY COMPANY

POST OFFICE BOX 94042
PALATINE, ILLINOIS 60094-4042
1-(800) 755-5275

INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED
VARIABLE ANNUITY CONTRACTS
---------------------

This prospectus describes the "Glenbrook Provider Variable Annuity," a Flexible
Premium Deferred Variable Annuity Contract ("Contract") designed to aid you in
long-term financial planning and which can be used for retirement planning. The
Contracts are issued by Glenbrook Life and Annuity Company ("Company"), a wholly
owned subsidiary of Allstate Life Insurance Company. Purchase payments for the
Contracts will be allocated to a series of Variable Sub-accounts of the
Glenbrook Life Multi-Manager Variable Account ("Variable Account") and/or to a
Fixed Account option(s) funded through the Company's general account.

The Contracts are issued as individual Contracts or as group Contracts. In
states where the Contracts are available only as group Contracts, a certificate
is issued that summarizes the provisions of the group Contract. In certain
states, certificates are issued pursuant to the Financial Services Group
Insurance Trust, an Illinois Trust. For convenience, this prospectus refers to
both Contracts and certificates as "Contracts."

The Variable Account will invest in shares of one or more managed investment
companies ("Funds") each of which will have multiple investment Portfolios. All
of the Funds which are described in this prospectus may not be available with
your Contract. Presently, the Variable Account will invest in shares of the
following Funds:

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

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

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

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

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

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

The Contract is not available in all states.

At least once each Contract year, the Company will send the Owner an annual
statement that contains certain information pertinent to the individual Owner's
Contract. The annual statement details values and specific Contract data that
applies to each particular Contract. The annual statement does not contain
financial statements of the Company, although the Company's financial statements
are on page F-1 of this prospectus. In addition, the Company is subject to the
informational requirements of the Securities Exchange Act of 1934 and in
accordance therewith files reports and other information with the Securities and
Exchange Commission. Reports and other information filed by the Company can be
inspected at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 and are also available by personal
computer from the SEC's EDGAR database on the world wide web at
http://www.sec./gov/edgarhp.htm or through the SEC's web site at
http://www.sec.gov. Copies of such material can also be obtained from the Public
Reference Section of the Commission, Washington, D.C. 20549 at prescribed rates.

<PAGE>

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

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

This prospectus presents information you should know before making a decision to
invest in the Contract and the available Investment Alternatives.

THE CONTRACTS MAY BE DISTRIBUTED THROUGH BROKER-DEALERS WHICH HAVE RELATIONSHIPS
WITH BANKS OR OTHER FINANCIAL INSTITUTIONS OR BY EMPLOYEES OF SUCH BANKS;
HOWEVER, THE CONTRACTS AND THE INVESTMENTS IN THE FUNDS ARE NOT DEPOSITS, OR
OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY ANY BANK, AND THE FUNDS' SHARES ARE
NOT FEDERALLY INSURED OR GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. INVESTMENT
IN THE CONTRACTS INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.

THESE CONTRACTS ARE NOT FDIC INSURED.

The Company has prepared and filed a Statement of Additional Information dated
September , 1996 with the U.S. Securities and Exchange Commission. If you wish
to receive the Statement of Additional Information, you may obtain a free copy
by calling or writing the Company at the address above. For your convenience, an
order form for the Statement of Additional Information may be found on page B-2
of this prospectus. Before ordering, you may wish to review the Table of
Contents of the Statement of Additional Information on page B-1 of this
prospectus. The Statement of Additional Information has been incorporated by
reference into this prospectus.

This Prospectus is Valid Only When Accompanied or Preceded By A Current
Prospectus For The Funds.

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

PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE

THE DATE OF THIS PROSPECTUS IS SEPTEMBER , 1996.

2
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3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Glossary........................................ 4
Highlights...................................... 5
Summary of Variable Account Expenses............ 6
Condensed Financial Information................. 9
Yield and Total Return Disclosure............... 9
Financial Statements............................ 9
Glenbrook Life and Annuity Company and the
Variable Account............................... 9
Glenbrook Life and Annuity Company............ 9
The Variable Account.......................... 10
The Funds....................................... 10
Fixed Account Options........................... 12
Dollar Cost Averaging Fixed Account........... 12
Guaranteed Maturity Fixed Account............. 12
Example of Interest Crediting During the
Guarantee Period........................... 13
Withdrawals or Transfers.................... 14
Market Value Adjustment..................... 14
Purchase of the Contracts....................... 14
Purchase Payment Limits....................... 14
Free-Look Period.............................. 14
Crediting of Initial Purchase Payment......... 15
Allocation of Purchase Payments............... 15
Accumulation Units............................ 15
Accumulation Unit Value....................... 15
Transfers Among Investment Alternatives....... 15
Dollar Cost Averaging......................... 16
Automatic Portfolio Rebalancing............... 16
Benefits Under the Contract..................... 16
Withdrawals................................... 16
Income Payments............................... 17
Payout Start Date for Income Payments....... 17
Variable Account Income Payments............ 17
Fixed Amount Income Payments................ 17
Income Plans................................ 17
Death Benefits.................................. 18
Distribution Upon Death Payment Provisions.... 18
Death Benefit Amount.......................... 18
Charges and Other Deductions.................... 19
Deductions from Purchase Payments............. 19
Withdrawal Charge (Contingent Deferred Sales
Charge)...................................... 19
Contract Maintenance Charge................... 19
Administrative Expense Charge................. 20
Mortality and Expense Risk Charge............. 20
Taxes......................................... 20
Transfer Charges.............................. 20
Fund Expenses................................. 20

<CAPTION>
PAGE
<S> <C>
General Matters................................. 21
Owner......................................... 21
Beneficiary................................... 21
Assignments................................... 21
Delay of Payments............................. 21
Modification.................................. 21
Customer Inquiries............................ 21
Federal Tax Matters............................. 21
Introduction.................................. 21
Taxation of Annuities in General.............. 21
Tax Deferral................................ 21
Non-Natural Owners.......................... 22
Diversification Requirements................ 22
Ownership Treatment......................... 22
Delayed Maturity Dates...................... 22
Taxation of Partial and Full Withdrawals.... 22
Taxation of Annuity Payments................ 23
Taxation of Annuity Death Benefits.......... 23
Penalty Tax on Premature Distributions...... 23
Aggregation of Annuity Contracts............ 23
Tax Qualified Contracts..................... 23
Restrictions Under Section 403(b) Plans..... 23
Income Tax Withholding...................... 24
Distribution of the Contracts................... 24
Voting Rights................................... 24
Selected Financial Data......................... 24
Management's Discussion and Analysis of
Financial Condition and Results of Operations.. 25
General....................................... 25
Results of Operations......................... 25
Financial Position............................ 25
Liquidity and Capital Resources............... 26
Competition..................................... 27
Employees....................................... 27
Properties...................................... 27
State and Federal Regulation.................... 27
Executive Officers and Directors of the
Company........................................ 27
Executive Compensation.......................... 29
Legal Proceedings............................... 30
Experts......................................... 30
Legal Matters................................... 30
Financial Statements............................ F-1
Appendix A -- Market Value Adjustment........... A-1
Statement of Additional Information: Table of
Contents....................................... B-1
Order Form...................................... B-2
</TABLE>

<PAGE>
4

GLOSSARY

ACCUMULATION UNIT -- A measure of your ownership interest in a Sub-account of
the Variable Account prior to the Payout Start Date. Analogous, though not
identical, to a share owned in a mutual fund.

ACCUMULATION UNIT VALUE -- The value of each Accumulation Unit which is
calculated each Valuation Date. Each Sub-account of the Variable Account has its
own distinct Accumulation Unit Value. Analogous, though not identical, to the
share price (net asset value) of a mutual fund.

ANNUITANT(S) -- The person or persons whose life determines the latest Payout
Start Date and the amount and duration of any income payments for Income Plan
options other than Guaranteed Payments for a Specified Period. Joint annuitants
are only permitted on or after the Payout Start Date.

BENEFICIARY(IES) -- The person(s) to whom any benefits are due when a death
benefit is payable and there is no surviving Owner.

COMPANY("WE," "US") -- Glenbrook Life and Annuity Company.

CONTRACT -- The Glenbrook Life and Annuity Company Flexible Premium Deferred
Variable Annuity Contract, known as the "Glenbrook Provider Variable Annuity"
that is described in this prospectus.

CONTRACT ANNIVERSARY -- An anniversary of the date that the Contract was issued.

CONTRACT VALUE -- The value of all amounts accumulated under the Contract prior
to the Payout Start Date, equivalent to the Accumulation Units in each
Sub-account of the Variable Account multiplied by the respective Accumulation
Unit Value, plus the value in the Fixed Account.

CONTRACT YEAR -- A period of 12 months starting with the issue date or any
Contract Anniversary.

DOLLAR COST AVERAGING FIXED ACCOUNT -- Purchase payments may be allocated to the
Dollar Cost Averaging Fixed Account for the purpose of establishing a Dollar
Cost Averaging Program.

GUARANTEED MATURITY FIXED ACCOUNT -- The Guaranteed Maturity Fixed Account is
divided into Sub-accounts. These Sub-accounts are distinguished by Guarantee
Period(s) and the dates the period(s) begin. The Fixed Sub-accounts are
established when purchase payments are allocated to the Guaranteed Maturity
Fixed Account; when previous Sub-accounts expire and new Guarantee Periods are
selected; and when You transfer an amount to the Guaranteed Maturity Fixed
Account. Also known as the "Guaranteed Maturity Account."

GUARANTEE PERIOD -- A period of years for which a specified effective annual
interest rate is guaranteed by the Company.

INCOME PLAN -- One of several ways in which a series of payments are made after
the Payout Start Date. Income payment amounts may vary based on any Sub-account
of the Variable Account and/or may be fixed for the duration of the Income Plan.

INVESTMENT ALTERNATIVES -- The Sub-accounts of the Variable Account and the
Fixed Account options.

MARKET VALUE ADJUSTMENT -- The adjustment made to the money distributed from a
Sub-account of the Guaranteed Maturity Fixed Account, prior to the end of the
Guarantee Period, to reflect the impact of changes in interest rates between the
time the Sub-account of the Guaranteed Maturity Fixed Account was established
and the time of distribution.

NON-QUALIFIED CONTRACTS -- Contracts other than Qualified Contracts.

OWNER(S)("YOU") -- With respect to individual Contracts, the person or persons
designated as the Owner in the Contract. With respect to group Contracts, an
individual participant(s) under the Contract.

PAYOUT START DATE -- The date on which income payments begin.

PORTFOLIOS -- The mutual fund Portfolios of the Funds.

QUALIFIED CONTRACTS -- Contracts issued under plans that qualify for special
federal income tax treatment under Sections 401(a), 403(a), 403(b) and 408 of
the Internal Revenue Code.

VALUATION DATE -- Each day that the New York Stock Exchange is open for
business. The Valuation Date does not include such Federal and non-Federal
holidays as are observed by the New York Stock Exchange.

VALUATION PERIOD -- The period between successive Valuation Dates, commencing at
the close of regular trading on the New York Stock Exchange (which is normally
4:00pm Eastern Time) and ending as of the close of regular trading on the New
York Stock Exchange on the next succeeding Valuation Date.

VARIABLE ACCOUNT -- Glenbrook Life Multi-Manager Variable Account, a separate
investment account established by the Company to receive and invest purchase
payments paid under the Contracts.

VARIABLE SUB-ACCOUNT -- A portion of the Variable Account invested in shares of
a corresponding Portfolio. The investment performance of each Variable
Sub-account is linked directly to the investment performance of its
corresponding Portfolio.
<PAGE>
5

HIGHLIGHTS

THE CONTRACT

This Contract is designed for long-term financial planning and retirement
planning. Money can be allocated to any combination of Variable Sub-accounts and
Fixed Account options. You have access to your funds either through withdrawals
of Contract Value or through periodic income payments. You bear the entire
investment risk for Contract Values and income payments based upon the Variable
Account, because values will vary depending on the investment performance of the
Portfolio(s) underlying the Variable Sub-accounts you select. See "Accumulation
Unit Value," page and "Income Plans," page . You will also bear the
investment risk of adverse changes in interest rates in the event amounts are
prematurely withdrawn or transferred from Sub-accounts of the Guaranteed
Maturity Fixed Account. See "Guaranteed Maturity Fixed Account," page .

FREE-LOOK

You may cancel the Contract any time within 20 days after receipt of the
Contract, or longer of required by state law, and receive a full refund of
purchase payments allocated to the Fixed Account options. Purchase payments
allocated to the Variable Account will be returned after an adjustment to
reflect investment gain or loss that occurred from the date of allocation
through the date of cancellation, unless a refund of purchase payments is
required by state or federal law.

HOW TO INVEST

Your first purchase payment must be at least $3,000 (for qualified contracts,
$2,000). Subsequent purchase payments must be at least $50. Purchase payments
may also be made pursuant to an Automatic Addition Program. See "Purchase
Payment Limits," page . At the time of your application, you will allocate
your purchase payment among the Investment Alternatives. The allocation you
specify on the application will be effective immediately. All allocations must
be in whole percents from 0% to 100% (total allocation equals 100%) or in whole
dollars (total allocation equals entire dollar amount of purchase payment).
Allocations may be changed by notifying the Company in writing. See "Allocation
of Purchase Payments," page .

INVESTMENT ALTERNATIVES

Presently, the Variable Account invests in shares of the following Funds:

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

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

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

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

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

The assets of each Portfolio are held separately from the other Portfolios and
each has distinct investment objectives and policies which are described in the
accompanying prospectuses for the Funds.

In addition to the Variable Account, Owners can also allocate all or part of
their purchase payments to the Fixed Account options. See "Fixed Account
Options," on page .

TRANSFERS AMONG INVESTMENT ALTERNATIVES

Prior to the Payout Start Date, you may transfer amounts among the Investment
Alternatives. The Company reserves the right to assess a $10 charge on each
transfer in excess of twelve per Contract Year. The Company is presently waiving
this charge. Transfers to the Guaranteed Maturity Fixed Account must be at least
$50. Certain Fixed Account transfers may be restricted. See "Transfers Among
Investment Alternatives," page . You may want to enroll in a Dollar Cost
Averaging Program or an Automatic Portfolio Rebalancing Program. See "Dollar
Cost Averaging," page , and "Automatic Portfolio Rebalancing," page .
<PAGE>
6

CHARGES AND DEDUCTIONS

The costs of the Contract include: a contract maintenance charge ($35 annually),
a mortality and expense risk charge (deducted daily, equal on an annual basis to
1.25% of the Contract's daily net assets of the Variable Account and for
Contracts with the optional enhanced death benefit provision, an additional
mortality and expense risk charge of .10% is assessed bringing the total
mortality and expense risk charge to 1.35%) and an administrative expense charge
(deducted daily, equal on an annual basis to .10% of the Contract's daily net
assets of the Variable Account). The Company reserves the right to assess a
transfer charge ($10 on each transfer in excess of twelve per Contract Year).
Additional deductions may be made for certain taxes. See "Contract Maintenance
Charge," page , "Mortality and Expense Risk Charge," page , "Administrative
Expense Charge," page , "Transfer Charges," page , and "Taxes," page .

WITHDRAWALS

You may withdraw all or part of the Contract Value before the earliest of the
Payout Start Date, the death of any Owner or, if the Owner is not a natural
person, the death of the Annuitant. Each Contract Year, no withdrawal charges or
Market Value Adjustments will be applied to amounts withdrawn up to 15% of the
amount of purchase payments. Amounts withdrawn in excess of the 15% may be
subject to a withdrawal charge of 0% to 6% depending on how long purchase
payments have been invested in the Contract. Amounts withdrawn from a
Sub-account of the Guaranteed Maturity Fixed Account, in excess of the 15%,
except during the 30 day period after the Guarantee Period expires, will be
subject to a Market Value Adjustment. Once the total amount of withdrawals
exceed the total amount of purchase payments, future withdrawals will not be
subject to a withdrawal charge. See "Withdrawals," page , "Withdrawals or
Transfers," page , "Taxation of Annuities in General," page and "Withdrawal
Charge," page .

DEATH BENEFIT

The Company will pay a death benefit prior to the Payout Start Date on the death
of any Owner or, if the Owner is not a natural person, the death of the
Annuitant. See "Death Benefit Amount," page .

INCOME PAYMENTS

You will receive periodic income payments beginning on the Payout Start Date.
You may choose among several Income Plans to fit your needs. Income payments may
be received for a specified period or for life (either single or joint life),
with or without a guaranteed number of payments. You can select income payments
that are fixed, variable or a combination of fixed and variable. See "Income
Payments," page .

SUMMARY OF VARIABLE ACCOUNT EXPENSES

The following table illustrates all expenses and fees that you will incur. The
expenses and fees set forth in the table are based on charges under the
Contracts and on the expenses of the Variable Account and the underlying Funds.

OWNER TRANSACTION EXPENSES (ALL SUB-ACCOUNTS)

<TABLE>
<S> <C> <C>
Sales Load Imposed on
Purchases (as a
percentage of
purchase payments)... None
Withdrawal Charge (as
a percentage of
purchase payments)... *

NUMBER OF COMPLETE
YEARS SINCE PURCHASE APPLICABLE SALES
PAYMENT BEING CHARGE AS
WITHDRAWN WAS MADE A PERCENTAGE
- ---------------------- -------------------
0 years........... 6%
1 year............ 6%
2 years........... 5%
3 years........... 5%
4 years........... 4%
5 years........... 3%
6 years or more... 0%

Transfer Fee.......... **
Contract Maintenance
Charge............... $35***

VARIABLE ACCOUNT ANNUAL EXPENSES (AS A PERCENTAGE OF
THE CONTRACT'S AVERAGE NET ASSETS IN THE VARIABLE
ACCOUNT)
Mortality and Expense
Risk Charge.......... 1.35%****
Administrative Expense
Charge............... .10%

Total Variable Account
Annual Expenses...... 1.45%****
</TABLE>

- ------------
* Each Contract Year up to 15% of the amount of purchase payments may be
withdrawn without a withdrawal charge or a Market Value Adjustment.

** No charges will be imposed on the first twelve transfers in any Contract
Year. The Company reserves the right to assess a $10 charge for each
transfer in excess of twelve in any Contract Year,
<PAGE>
7
excluding transfers due to dollar cost averaging and automatic Portfolio
rebalancing.

*** The Contract Maintenance Charge will be waived if total purchase payments
as of a Contract Anniversary or upon a full withdrawal are $50,000 or more
or if all monies are allocated to the Fixed Account options on the Contract
Anniversary.

**** For Contracts without an enhanced death benefit provision, the mortality
and expense risk charge is 1.25%, resulting in total Variable Account
annual expenses of 1.35%.

FUND EXPENSES
(AS A PERCENTAGE OF FUND ASSETS)

<TABLE>
<CAPTION>
OTHER TOTAL FUND ANNUAL
PORTFOLIO MANAGEMENT FEES EXPENSES EXPENSES
- ------------------- --------------- ------------- -------------------
<S> <C> <C> <C>
VIS Dividend
Growth............ 0.59%(1) 0.02% 0.61%
VIS European
Growth............ 1.00% 0.17% 1.17%
VIS Utilities...... 0.65%(2) 0.03% 0.68%
VIS Quality Income
Plus.............. 0.50%(3) 0.04% 0.54%
VIP Growth......... 0.61% 0.09% 0.70%
VIP High Income.... 0.60% 0.11% 0.71%(4)
VIP II
Contrafund........ 0.61% 0.11% 0.72%(4)
Dreyfus Socially
Responsible
Growth............ 0.75%(5) 0.58% 1.27%(7)
VIF Small Company
Stock(6).......... 0.75% 0.65% 1.20%(7)
VIF Growth &
Income............ 0.75% 0.20% 0.92%(7)
VIF Money Market... 0.50% 0.15% 0.62%(7)
MFS Emerging Growth
Series(8)......... 0.75% 0.25% 1.00%
MFS Limited
Maturity
Series(8)......... 0.55% 0.45% 1.00%
TCI
International..... 1.50% 0.00% 1.50%
TCI Balanced....... 1.00% 0.00% 1.00%
</TABLE>

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

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

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

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

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

(5) The Dreyfus Corporation has undertaken, until December 31, 1996, that if the
aggregate expenses of the Fund, exclusive of taxes, brokerage, interest on
borrowings and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses, but including the management
fee, exceed 1.00 of 1% of the value of the Fund's average daily net assets,
the Fund may deduct from the payment to be made to Dreyfus under the
management agreement, or Dreyfus will bear, such excess expense.

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

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

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

- -------------------------------------------------------
<PAGE>
8

EXAMPLE

You (the Owner) would pay the following cumulative expenses on a $1,000
investment, assuming a 5% annual return under the following circumstances:
If you terminate your Contract or annuitize for a specified period of less than
120 months at the end of the applicable time period:
<TABLE>
<CAPTION>
(WITH ENHANCED DEATH BENEFIT
PROVISION)
PORTFOLIO ONE YEAR THREE YEAR
- -------------------------------- ------------- -------------
<S> <C> <C>
VIS Dividend Growth............. $ 73 $ 111
VIS European Growth............. $ 79 $ 128
VIS Utilities................... $ 74 $ 113
VIS Quality Income Plus......... $ 73 $ 109
VIP Growth...................... $ 74 $ 114
VIP High Income................. $ 74 $ 114
VIP II Contrafund............... $ 74 $ 115
Dreyfus Socially Responsible
Growth......................... $ 81 $ 133
VIF Small Company Stock......... $ 81 $ 135
VIF Growth & Income............. $ 77 $ 122
VIF Money Market................ $ 74 $ 112
MFS Emerging Growth Series...... $ 77 $ 123
MFS Limited Maturity Series..... $ 77 $ 123
TCI International............... $ 82 $ 138
TCI Balanced.................... $ 77 $ 123

(WITHOUT ENHANCED DEATH BENEFIT
PROVISION)
PORTFOLIO ONE YEAR THREE YEAR
- -------------------------------- ------------- -------------
<S> <C> <C>
VIS Dividend Growth............. $ 72 $ 108
VIS European Growth............. $ 78 $ 125
VIS Utilities................... $ 73 $ 110
VIS Quality Income Plus......... $ 72 $ 106
VIP Growth...................... $ 73 $ 111
VIP High Income................. $ 73 $ 111
VIP II Contrafund............... $ 73 $ 111
Dreyfus Socially Responsible
Growth......................... $ 80 $ 130
VIF Small Company Stock......... $ 80 $ 132
VIF Growth & Income............. $ 76 $ 119
VIF Money Market................ $ 73 $ 109
MFS Emerging Growth Series...... $ 76 $ 120
MFS Limited Maturity Series..... $ 76 $ 120
TCI International............... $ 81 $ 135
TCI Balanced.................... $ 76 $ 120
</TABLE>

If you do not terminate your Contract or if you annuitize for a specified period
of 120 months or more at the end of the applicable time period:
<TABLE>
<CAPTION>
(WITH ENHANCED DEATH BENEFIT
PROVISION)
PORTFOLIO ONE YEAR THREE YEAR
- -------------------------------- ------------- -------------
<S> <C> <C>
VIS Dividend Growth............. $ 22 $ 69
VIS European Growth............. $ 28 $ 86
VIS Utilities................... $ 23 $ 71
VIS Quality Income Plus......... $ 22 $ 66
VIP Growth...................... $ 23 $ 71
VIP High Income................. $ 23 $ 72
VIP II Contrafund............... $ 23 $ 72
Dreyfus Socially Responsible
Growth......................... $ 30 $ 91
VIF Small Company Stock......... $ 30 $ 93
VIF Growth & Income............. $ 26 $ 79
VIF Money Market................ $ 23 $ 70
MFS Emerging Growth Series...... $ 26 $ 81
MFS Limited Maturity Series..... $ 26 $ 81
TCI International............... $ 30 $ 93
TCI Balanced.................... $ 26 $ 81

(WITHOUT ENHANCED DEATH BENEFIT
PROVISION)
PORTFOLIO ONE YEAR THREE YEAR
- -------------------------------- ------------- -------------
<S> <C> <C>
VIS Dividend Growth............. $ 21 $ 66
VIS European Growth............. $ 27 $ 83
VIS Utilities................... $ 22 $ 68
VIS Quality Income Plus......... $ 21 $ 63
VIP Growth...................... $ 22 $ 68
VIP High Income................. $ 22 $ 69
VIP II Contrafund $ 22 $ 69
Dreyfus Socially Responsible
Growth......................... $ 29 $ 88
VIF Small Company Stock......... $ 29 $ 90
VIF Growth & Income............. $ 25 $ 76
VIF Money Market................ $ 22 $ 67
MFS Emerging Growth Series...... $ 25 $ 78
MFS Limited Maturity Series..... $ 25 $ 78
TCI International............... $ 30 $ 93
TCI Balanced.................... $ 25 $ 78
</TABLE>

THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSE. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The purpose of
the table is to assist you in understanding the various costs and expenses that
you will bear directly or indirectly. The table reflects expenses of the
Variable Account and the Fund. Premium taxes, which vary from 0-3.5% depending
on the state where the Contract is sold, are not reflected in the example.
<PAGE>
9

CONDENSED FINANCIAL INFORMATION

Condensed financial information for the Glenbrook Life Multi-Manager Variable
Account is not included because, as of the date of this prospectus, the Variable
Account had not yet commenced operations and had no assets, liabilities, or
income.

YIELD AND TOTAL RETURN DISCLOSURE

From time to time the Variable Account may advertise the yield and total return
investment performance of one or more Sub-accounts. Yield and standardized total
return advertisements include all charges and expenses attributable to the
Contracts. Including these fees has the effect of decreasing the advertised
performance of a Sub-account, so that a Sub-account's investment performance
will not be directly comparable to that of an ordinary mutual fund.

When a Sub-account advertises its standardized total return it will be
calculated for one year, five years, and ten years or since inception if the
Sub-account has not been in existence for such periods. Total return is measured
by comparing the value of an investment in the Sub-account at the end of the
relevant period to the value of the investment at the beginning of the period.

In addition to the standardized total return, the Sub-account may advertise a
non-standardized total return. This figure may be calculated for one year, five
years, and ten years or other periods. Non-standardized total return is measured
in the same manner as the standardized total return described above, except that
the withdrawal charges under the Contract are not deducted. Therefore, a
non-standardized total return for a Sub-account can be higher than a
standardized total return for a Sub-account.

Certain Sub-accounts may advertise yield in addition to total return. Except in
the case of the Money Market Sub-account, the yield will be computed in the
following manner: the net investment income per unit earned during a recent one
month period is divided by the unit value on the last day of the period, and
then annualized. This figure reflects the recurring charges at the separate
account level.

The Money Market Sub-account may advertise, in addition to the total return,
either yield or the effective yield. The yield in this case refers to the income
generated by an investment in that Sub-account over a seven-day period net of
recurring charges at the separate account level. The income is then annualized
(i.e., the amount of income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is shown as a
percentage of the investment). The effective yield is calculated similarly but
when annualized, the income earned by an investment in the Money Market
Sub-account is assumed to be reinvested at the end of each seven-day period. The
effective yield will be slightly higher than the yield because of the
compounding effect of this assumed reinvestment during a 52-week period.

The Variable Account may also disclose yield, standard total return, and
non-standard total return for periods prior to the date that the Variable
Account commenced operations. For periods prior to the date the Variable Account
commenced operations, performance information for the Sub-accounts will be
calculated based on the performance of the underlying Portfolios and the
assumption that the Sub-accounts were in existence for the same periods as those
of the underlying Portfolios, with a level of charges equal to those currently
assessed against the Sub-accounts.

Please refer to the Statement of Additional Information for a further
description of the method used to calculate a Sub-account's yield and total
return.

FINANCIAL STATEMENTS

The financial statements of Glenbrook Life and Annuity Company are on page F-1
of this prospectus. The financial statements of Glenbrook Life Multi-Manager
Variable Account are not included in the Statement of Additional Information
because, as of the date of this prospectus, the Variable Account had not yet
commenced operations and had no assets, liabilities, or income.

GLENBROOK LIFE AND ANNUITY COMPANY AND THE VARIABLE ACCOUNT

GLENBROOK LIFE AND ANNUITY 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
<PAGE>
10
insurance company incorporated under the laws of the State of Illinois. Allstate
Life is a wholly-owned subsidiary of Allstate Insurance Company ("Allstate"), a
stock property-liability insurance company incorporated under the laws of
Illinois. All of the outstanding capital stock of Allstate is owned by The
Allstate Corporation ("Corporation").

The Company and Allstate Life entered into a reinsurance agreement, effective
June 5, 1992, under which the Company reinsures substantially all of its
business with Allstate Life. Under the reinsurance agreement, Fixed Account
purchase payments are automatically transferred to Allstate Life and become
invested with the assets of Allstate Life, and Allstate Life accepts 100% of the
liability under such contracts.

THE VARIABLE ACCOUNT

Established on January 15, 1996, the Glenbrook Life Multi-Manager Variable
Account is a unit investment trust registered with the Securities and Exchange
Commission under the Investment Company Act of 1940. However, such registration
does not signify that the Commission supervises the management or investment
practices or policies of the Variable Account. The investment performance of the
Variable Account is entirely independent of both the investment performance of
the Company's general account and the performance of any other separate account.

The Variable Account has been divided into fifteen Sub-accounts, each of which
invests solely in its corresponding Portfolio of the Funds. Additional Variable
Sub-accounts may be added at the discretion of the Company.

The assets of the Variable Account are held separately from the other assets of
the Company. They are not chargeable with liabilities incurred in the Company's
other business operations. Accordingly, the income, capital gains and capital
losses, realized or unrealized, incurred on the assets of the Variable Account
are credited to or charged against the assets of the Variable Account, without
regard to the income, capital gains or capital losses arising out of any other
business the Company may conduct. The Company's obligations arising under the
Contracts are general corporate obligations of the Company.

THE FUNDS

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

The Funds available for investment by the Variable Account as of the date of
this Prospectus are listed below:

I. DEAN WITTER FUND

- 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.

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

- 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.

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

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

II. DREYFUS FUNDS

- VIF GROWTH & INCOME PORTFOLIO -- seeks to provide long-term capital
growth, current income and
<PAGE>
11
growth of income, consistent with reasonable investment risk.

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

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

- VIF SMALL COMPANY STOCK PORTFOLIO -- seeks to provide investment results
that are greater than the total return performance of publicly-traded
common stocks in the aggregate, as represented by the Russell 2500-TM-
Index. Invests primarily in a portfolio of equity securities of small- to
medium-sized domestic issuers, while attempting to maintain volatility and
diversification similar to that of the Russell 2500-TM- Index.

The Dreyfus Corporation, 200 Park Avenue, New York, New York 10166, was formed
in 1947 and serves as the Fund's investment manager. The Dreyfus Corporation is
a wholly-owned subsidiary of Mellon Bank, N.A., which is a wholly-owned
subsidiary of Mellon Bank Corporation.

III. FIDELITY FUNDS

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

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

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

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

IV. MFS FUND

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

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

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

V. TWENTIETH CENTURY FUNDS

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

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

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

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

An investment in the Dreyfus VIF Money Market Portfolio is neither insured nor
guaranteed by the U.S. Government. There can be no assurance that the Money
Market Portfolio will be able to maintain a stable net asset value of $1.00 per
share.
<PAGE>
12

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

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

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

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

FIXED ACCOUNT OPTIONS

DOLLAR COST AVERAGING FIXED ACCOUNT

Purchase payments allocated to the Dollar Cost Averaging Fixed Account become
part of the general account of the Company, which supports insurance and annuity
obligations. The general account consists of the general assets of the Company
other than those in segregated asset accounts.

Instead of you bearing the investment risk, as is the case for amounts in the
Variable Account or in other segregated asset accounts of the Company, we bear
the investment risk for all amounts in the Dollar Cost Averaging Fixed Account.
We have sole discretion to invest the assets of the Dollar Cost Averaging Fixed
Account, subject to applicable law. We guarantee that the amounts allocated to
the Dollar Cost Averaging Fixed Account will be credited interest at a net
effective annual interest rate at least equal to the minimum guaranteed rate
found in the Contract. Currently, the amount of interest credited in excess of
the guaranteed rate will vary periodically at the sole discretion of the
Company. Any interest held in the Dollar Cost Averaging Fixed Account does not
entitle an Owner to share in the investment experience of the general account.

Money allocated to the Dollar Cost Averaging Fixed Account earns interest for a
one year period at the current rate in effect at the time of allocation. After
the one year period, a renewal rate will be declared. Subsequent renewal dates
will be every twelve months for each payment. The renewal interest rate will be
guaranteed by us for a full year and will not be less than the minimum
guaranteed rate found in the Contract. We may declare more than one interest
rate for different monies based upon the date of allocation to the Dollar Cost
Averaging Fixed Account. Any interest credited to amounts allocated to the
Dollar Cost Averaging Fixed Account in excess of the guaranteed rate found in
the Contract will be determined at the sole discretion of the Company.

Purchase payments may be allocated to the Dollar Cost Averaging Fixed Account
for the purpose of establishing a Dollar Cost Averaging Program. Each purchase
payment and all its earnings must be transferred out of the Dollar Cost
Averaging Fixed Account via Dollar Cost Averaging within 36 months of the
payment. At the end of 36 months, any remaining payment and associated earnings
will be transferred to the Money Market portfolio.

Surrenders and withdrawals from the Dollar Cost Averaging Fixed Account may be
delayed for up to six months.

Interests in the Dollar Cost Averaging Fixed Account are not registered with the
Securities and Exchange Commission ("SEC") and the SEC does not review
disclosure related to or supervise the operations of this account.

GUARANTEED MATURITY FIXED ACCOUNT

Purchase payments and transfers allocated to one or more of the Sub-accounts of
the Guaranteed Maturity Fixed Account become part of the general account of the
Company. Each Sub-account offers a separate interest rate Guarantee Period.
Guarantee Periods will be offered at the Company's discretion and may range from
one to ten years. Presently, the Company offers Guarantee Periods of one, three,
five, seven and ten years. The Owner must select the Sub-account(s) to which to
allocate each purchase payment and transfer. No less than $50 may be allocated
to any one Sub-account. The Company reserves the right to limit the number of
additional purchase payments. The Guaranteed Maturity Fixed Account option may
not be available in all states. Please consult with your sales representative
for current information.

Interest is credited daily to each Sub-account at a rate which compounds to the
effective annual interest rate declared for each Sub-account's Guarantee Period
that has been selected.
<PAGE>
13

The following example illustrates how the Sub-account value for a Sub-account of
the Guaranteed Maturity Fixed Account would grow given an assumed purchase
payment, Guarantee Period, and effective annual interest rate:

EXAMPLE OF INTEREST CREDITING DURING THE GUARANTEE PERIOD:

<TABLE>
<S> <C>
Purchase Payment:............................................................... $10,000.00
Guarantee Period:............................................................... 5 years
Effective Annual Rate:.......................................................... 4.75%
</TABLE>

END OF CONTRACT YEAR:

<TABLE>
<CAPTION>
YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Beginning Sub-Account Value $ 10,000.00
X (1 + Effective Annual Rate) 1.0475
------------
$ 10,475.00
Sub-Account Value at end of Contract $ 10,475.00
year 1 X (1 + Effective Annual Rate) 1.0475
------------
$ 10,972.56
Sub-Account Value at end of Contract $ 10,972.56
year 2 X (1 + Effective Annual Rate) 1.0475
------------
$ 11,493.76
Sub-Account Value at end of Contract $ 11,493.76
year 3 X (1 + Effective Annual Rate) 1.0475
------------
$ 12,039.71
Sub-Account Value at end of Contract $ 12,039.71
year 4 X (1 + Effective Annual Rate) 1.0475
------------
Sub-Account Value at end of Guarantee
Period: $ 12,611.60
------------
------------
</TABLE>

TOTAL INTEREST CREDITED IN GUARANTEE PERIOD: $2,611.60 ($12,611.60 -
$10,000.00)

NOTE: The above illustration assumes no withdrawals of any amount during the
entire five year period. A withdrawal charge and a Market Value Adjustment may
apply to any amount withdrawn in excess of 15% of the amount of purchase
payments. The hypothetical interest rate is for illustrative purposes only and
is not intended to predict future interest rates to be declared under the
Contract.

The Company has no specific formula for determining the rate of interest that it
will declare initially or in the future. Such interest rates will be reflective
of investment returns available at the time of the determination. In addition,
the management of the Company may also consider various other factors in
determining interest rates, including regulatory and tax requirements, sales
commissions and administrative expenses borne by the Company, general economic
trends, and competitive factors. For current interest rate information, please
contact your sales representative or the Company's customer support unit at
1(800)755-5275.

THE MANAGEMENT OF THE COMPANY WILL MAKE THE FINAL DETERMINATION AS TO THE
INTEREST RATES TO BE DECLARED. THE COMPANY CAN NEITHER PREDICT NOR GUARANTEE
FUTURE INTEREST RATES TO BE DECLARED.

At the end of a Guarantee Period, a notice will be mailed to the Owner outlining
the options available at the end of a Guarantee Period. During the 30 day period
after a Guarantee Period expires the Owner may:

- take no action and the Company will automatically renew the Sub-account
value to a Guarantee Period of the same duration to be established as of
the day the previous Guarantee Period expired; or

- notify the Company to apply the Sub-account value to a new Guarantee
Period or periods to be established as of the day the previous Guarantee
Period expired; or

- notify the Company to apply the Sub-account value to any Sub-account of
the Variable Account on the day we receive the notification; or
<PAGE>
14

- receive a portion of the Sub-account value or the entire Sub-account value
through a partial or full withdrawal that is not subject to a Market Value
Adjustment. In this case, the amount withdrawn will be deemed to have been
renewed at the shortest Guarantee Period then being offered with current
interest credited from the date the Guarantee Period expired.

The Automatic Laddering Program allows the Owner to choose, in advance, one
renewal Guarantee Period for all renewing Sub-accounts. The Owner can select the
Automatic Laddering Program at any time during the accumulation phase, including
on the issue date. The Automatic Laddering Program will continue until the Owner
gives written notice to the Company. The Company reserves the right to
discontinue this Program. For additional information on the Automatic Laddering
Program, please call the Company's Customer Support Unit at 1(800)755-5275.

WITHDRAWALS OR TRANSFERS

Withdrawals in excess of the free withdrawal amount and transfers, paid from a
Sub-account of the Guaranteed Maturity Fixed Account other than during the 30
day period after a Guarantee Period expires are subject to a Market Value
Adjustment. See "Market Value Adjustment" section on page for additional
details.

The amount received by the Owner under a withdrawal request equals the amount
requested, adjusted by any Market Value Adjustment, less any applicable
withdrawal charge (based upon the amount requested prior to any Market Value
Adjustment), less premium taxes and withholding (if applicable), less any
applicable transfer fee.

MARKET VALUE ADJUSTMENT

The Market Value Adjustment reflects the relationship between (1) the Treasury
Rate for the original Guarantee Period at the time of the request for withdrawal
or transfer, and (2) the Treasury Rate for the original Guarantee Period at the
time the Sub-account was established. As such, the Owner bears some investment
risk under the Contract. Treasury Rate means the U.S. Treasury Note Constant
Maturity yield for the preceding week as reported in Federal Reserve Bulletin
Release H.15.

Generally, if the Treasury Rate at the time the Sub-account was established is
higher than the applicable current Treasury Rate, then the Market Value
Adjustment will result in a higher amount payable to the Owner or transferred.
Similarly, if the Treasury Rate at the time the Sub-account was established is
lower than the applicable current Treasury Rate (interest rate for a period
equal to the original Guarantee Period), then the Market Value Adjustment will
result in a lower amount payable to the Owner or transferred.

For example, assume the Owner purchases a Contract and selects an initial
Guarantee Period of five years and the five year Treasury Rate for that duration
is 4.75%. Assume that at the end of 3 years, the Owner makes a partial
withdrawal. If, at that later time, the current five year Treasury Rate is
4.00%, then the Market Value Adjustment will be positive, which will result in
an increase in the amount payable to the Owner. Similarly, if the current five
year Treasury Rate is 7.00%, then the Market Value Adjustment will be negative,
which will result in a decrease in the amount payable to the Owner.

The formula for calculating the Market Value Adjustment is set forth in Appendix
A to this prospectus, which also contains additional illustrations of the
application of the Market Value Adjustment.

PURCHASE OF THE CONTRACTS

PURCHASE PAYMENT LIMITS

Your first purchase payment must be at least $3,000 unless the Contract is a
Qualified Contract, in which case the first purchase payment must be at least
$2,000. All subsequent purchase payments must be $50 or more and may be made at
any time prior to the Payout Start Date. We may limit your ability to make
subsequent purchase payments in order to comply with the laws of the state where
this Contract is delivered. Subsequent purchase payments may also be made from
your bank account through Automatic Additions. The minimum purchase payment for
allocation to the Dollar Cost Averaging Fixed Account or any Sub-account of the
Guaranteed Maturity Fixed Account is $50. Please consult with your sales
representative for detailed information about Automatic Additions.

We reserve the right to limit the maximum amount of purchase payments we will
accept.

FREE-LOOK PERIOD

You may cancel the Contract any time within 20 days after receipt of the
Contract, or longer if required by state law, and receive a full refund of
purchase payments allocated to the Fixed Account Options. Purchase payments
allocated to the Variable Account will be returned after an adjustment to
reflect investment gain or loss that occurred from the date of allocation
through the date of cancellation unless a refund of purchase payments is
required by state or federal law.
<PAGE>
15

CREDITING OF INITIAL PURCHASE PAYMENT

The initial purchase payment accompanied by a duly completed application will be
credited to the Contract within two business days of receipt by us at our home
office. If an application is not duly completed, we will credit the purchase
payments to the Contract within five business days or return it at that time
unless you specifically consent to us holding the purchase payment until the
application is complete. We reserve the right to reject any application.
Subsequent purchase payments will be credited to the Contract at the close of
the Valuation Period in which the purchase payment is received by the Company at
its home office.

ALLOCATION OF PURCHASE PAYMENTS

On the application, you instruct us how to allocate the purchase payment among
the Investment Alternatives. Purchase payments may be allocated in whole
percents, from 0% to 100% (total allocation equals 100% of the purchase
payment), or in whole dollar amounts (total allocation equals the purchase
payment), to any Investment Alternative. Unless you notify us in writing
otherwise, subsequent purchase payments are allocated according to the
allocation for the previous purchase payment. Any change in allocation
instructions will be effective at the time we receive the notice in good order.

ACCUMULATION UNITS

Each purchase payment allocated to the Variable Account will be credited to the
Contract as Accumulation Units. For example, if a $10,000 purchase payment is
credited to the Contract when the Accumulation Unit value equals $10, then 1,000
Accumulation Units would be credited to the Contract. The Variable Account, in
turn, purchases shares of the corresponding Portfolio.

ACCUMULATION UNIT VALUE

The Accumulation Units in each Sub-account of the Variable Account are valued
separately. The value of Accumulation Units will change each Valuation Period
according to the investment performance of the shares purchased by each Variable
Sub-account and the deduction of certain expenses and charges.

The value of an Accumulation Unit in a Variable Sub-account for any Valuation
Period equals the value of the Accumulation Unit as of the immediately preceding
Valuation Period, multiplied by the Net Investment Factor for that Sub-account
for the current Valuation Period. The Net Investment Factor for a Valuation
Period is a number representing the change, since the last Valuation Date in the
value of Sub-account assets per Accumulation Unit due to investment income,
realized or unrealized capital gain or loss, deductions for taxes, if any, and
deductions for the mortality and expense risk charge and administrative expense
charge.

TRANSFERS AMONG INVESTMENT ALTERNATIVES

Amounts may be transferred among Investment Alternatives, subject to the
following restrictions. The Company reserves the right to assess a $10 charge on
each transfer in excess of twelve per Contract Year. The Company is presently
waiving this charge. Transfers to or from more than one Investment Alternative
on the same day are treated as one transfer.

Transfers among Investment Alternatives before the Payout Start Date may be made
at any time. After the Payout Start Date, if the Income Plan depends on any
person's life, transfers among Sub-accounts of the Variable Account or from a
variable amount income payment to a fixed amount income payment may be made only
once every six months and may not be made during the first six months following
the Payout Start Date. After the Payout Start Date, if the Income Plan does not
depend on any person's life, transfers among Sub-accounts of the Variable
Account or from a variable amount income payment to a fixed amount income
payment may be made immediately. After the Payout Start Date, transfers from a
fixed amount income payment are not allowed.

Telephone transfer requests will be accepted by the Company if received at
1(800)755-5275 by 3:00 p.m., Central Time. Telephone transfer requests received
at any other telephone number or after 3:00 p.m., Central Time will not be
accepted by the Company. Telephone transfer requests received before 3:00 p.m.,
Central Time are effected at the next computed value. The Company utilizes
procedures which the Company believes will provide reasonable assurance that
telephone authorized transfers are genuine. Such procedures include taping of
telephone conversations with persons purporting to authorize such transfers and
requesting identifying information from such persons. Accordingly, the Company
disclaims any liability for losses resulting from such transfers by reason of
their allegedly not having been properly authorized. However, if the Company
does not take reasonable steps to help ensure that such authorizations are
valid, the Company may be liable for such losses.

The minimum amount that may be transferred into a Sub-account of the Guaranteed
Maturity Fixed Account is $50. No transfers are allowed into the Dollar Cost
Averaging Fixed Account. Any transfer from a Sub-account of the Guaranteed
Maturity Fixed Account at a time other than
<PAGE>
16
during the 30 day period after a Guarantee Period expires will be subject to a
Market Value Adjustment.

The Company reserves the right to waive transfer restrictions.

DOLLAR COST AVERAGING

Transfers may be made automatically through Dollar Cost Averaging prior to the
Payout Start Date. Dollar Cost Averaging permits the Owner to transfer a
specified amount every month from the Dollar Cost Averaging Fixed Ac-
count or the Money Market Sub-account, to any Sub-account of the Variable
Account. Dollar Cost Averaging cannot be used to transfer amounts to the
Guaranteed Maturity Fixed Account. In addition, such transfers are not assessed
a $10 charge and are not included in the twelve free transfers per Contract
Year.

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
prior to the Payout Start Date. By electing Automatic Portfolio Rebalancing, all
of the money allocated to Sub-accounts of the Variable Account will be
rebalanced to the desired allocation on a quarterly basis, determined from the
first date that you decide to rebalance. Each quarter, money will be transferred
among Sub-accounts of the Variable Account to achieve the desired allocation.

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

Transfers made through Automatic Portfolio Rebalancing are not assessed a $10
charge and are not included in the twelve free transfers per Contract Year.

Any money allocated to the Fixed Account Options will not be included in the
rebalancing.

BENEFITS UNDER THE CONTRACT

WITHDRAWALS

You may withdraw all or part of the Contract Value at any time prior to the
earlier of the death of the Owner (or the Annuitant if the Owner is not a
natural person) or the Payout Start Date. The amount available for withdrawal is
the Contract Value next computed after the Company receives the request for a
withdrawal at its home office, adjusted by any applicable Market Value
Adjustment, less any applicable withdrawal charges, contract maintenance
charges, income tax withholding, penalty tax and premium taxes. Withdrawals from
the Variable Account will be paid within seven days of receipt of the request,
subject to postponement in certain circumstances. See "Delay of Payments," page
.

Money can be withdrawn from the Variable Account or the Fixed Account. To
complete the partial withdrawal from the Variable Account, the Company will
redeem Accumulation Units in an amount equal to the withdrawal and any
applicable withdrawal charge and premium taxes. The Owner must name the
Investment Alternative from which the withdrawal is to be made. If none is
named, then the withdrawal request is incomplete and cannot be honored.

The minimum partial withdrawal is $50. If the Contract Value after a partial
withdrawal would be less than $2,000, then the Company will treat the request as
one for termination of the Contract and the entire Contract Value, adjusted by
any Market Value Adjustment, less any charges and premium taxes, will be paid
out.

Partial withdrawals may also be taken automatically through Systematic
Withdrawals on a monthly, quarterly, semi-annual or annual basis. Systematic
Withdrawals of $50 or more may be requested at any time prior to the Payout
Start Date. At the Company's discretion, Systematic Withdrawals may not be
offered in conjunction with Dollar Cost Averaging or Automatic Portfolio
Rebalancing.

Partial and full withdrawals may be subject to income tax and a 10% tax penalty.
This tax and penalty are explained in "Federal Tax Matters," on page .

After the Payout Start Date, withdrawals are only permitted when payments from
the Variable Account are being made that do not involve life contingencies. In
that case, you may terminate the Variable Account portion of the income payments
at any time and receive a lump sum equal to the commuted balance of the
remaining variable payments due, less any applicable withdrawal charge.
<PAGE>
17

INCOME PAYMENTS

PAYOUT START DATE FOR INCOME PAYMENTS

The Payout Start Date is the day that income payments will start under the
Contract. You may change the Payout Start Date at any time by notifying the
Company in writing of the change at least 30 days before the scheduled Payout
Start Date. The Payout Start Date must be (a) at least one month after the issue
date; and (b) no later than the day the Annuitant reaches age 90, or the 10th
anniversary of the issue date, if later.

VARIABLE ACCOUNT INCOME PAYMENTS

The amount of Variable Account income payments depends upon the investment
experience of the Sub-accounts selected by the Owner and any premium taxes, the
age and sex of the Annuitant, and the Income Plan chosen. The Company guarantees
that the amount of the income payment will not be affected by (1) actual
mortality experience and (2) the amount of the Company's administration
expenses.

The Contracts offered by this prospectus contain income payment tables that
provide for different benefit payments to men and women of the same age (except
in states which require unisex annuity tables). Nevertheless, in accordance with
the U.S. Supreme Court's decision in ARIZONA GOVERNING COMMITTEE V. NORRIS, in
certain employment-related situations, annuity tables that do not vary on the
basis of sex will be used.

The total income payments received may be more or less than the total purchase
payments made because (a) Variable Account income payments vary with the
investment results of the underlying Portfolios, and (b) Annuitants may not live
as long as, or may live longer than, expected.

The Income Plan option selected will affect the dollar amount of each income
payment. For example, if an Income Plan for a Life Income is chosen, the income
payments will be greater than income payments under an Income Plan for a Life
Income with Guaranteed Payments.

If the actual net investment experience of the Variable Account is less than the
assumed investment rate, then the dollar amount of the income payments will
decrease. The dollar amount of the income payments will stay level if the net
investment experience equals the assumed investment rate and the dollar amount
of the income payments will increase if the net investment experience exceeds
the assumed investment rate. For purposes of the Variable Account income
payments, the assumed investment rate is 3 percent. For more detailed
information as to how Variable Account income payments are determined, see the
Statement of Additional Information.

FIXED AMOUNT INCOME PAYMENTS

Income payment amounts derived from any monies allocated to any Fixed Account
Option are guaranteed for the duration of the Income Plan. The income payment
based upon any fixed amount income payment is calculated by applying the portion
of the Contract Value in any Fixed Account Option on the Payout Start Date,
adjusted by any Market Value Adjustment and less any applicable premium tax, to
the greater of the appropriate value from the income payment table selected or
such other value as we are offering at that time.

INCOME PLANS

The Income Plans include:

INCOME PLAN 1 -- LIFE INCOME WITH GUARANTEED PAYMENTS

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

INCOME PLAN 3 -- GUARANTEED NUMBER OF PAYMENTS

The Company will make payments for a specified number of months beginning on
the Payout Start Date. These payments do not depend on the Annuitant's life.
The number of months guaranteed may be from 60 to 360. The mortality and
expense risk charge will be deducted from Variable Account assets supporting
these payments even though the Company does not bear any mortality risk.

The Owner may change the Income Plan until 30 days before the Payout Start Date.
If an Income Plan is chosen which depends on the Annuitant or Joint Annuitant's
life, proof of age will be required before income payments begin. Applicable
premium taxes will be assessed.
<PAGE>
18

In the event that an Income Plan is not selected, the Company will make income
payments in accordance with Income Plan 1 with Guaranteed Payments for 120
Months. At the Company's discretion, other Income Plans may be available upon
request. The Company currently uses sex-distinct annuity tables. However, if
legislation is passed by Congress or the states, the Company reserves the right
to use income payment tables which do not distinguish on the basis of sex.
Special rules and limitations may apply to certain qualified contracts.

If the Contract Value to be applied to an Income Plan is less than $2,000, or if
the monthly payments determined under the Income Plan are less than $20, the
Company may pay the Contract Value adjusted by any Market Value Adjustment and
less any applicable taxes, in a lump sum or change the payment frequency to an
interval which results in income payments of at least $20.

DEATH BENEFITS

DISTRIBUTION UPON DEATH PAYMENT PROVISIONS

A distribution upon death may be paid to the Owner determined immediately after
the death if, prior to the Payout Start Date:

- any Owner dies; or

- the Annuitant dies and the Owner is not a natural person.

If the Owner eligible to receive a distribution upon death is not a natural
person, then the Owner may elect to receive the distribution upon death in one
or more distributions. Otherwise, if the Owner is a natural person, the Owner
may elect to receive a distribution upon death in one or more distributions or
periodic payments through an Income Plan.

A death benefit will be paid: 1) if the Owner elects to receive the death
benefit in a single payment distributed within 180 days of the date of death;
and 2) if the death benefit is paid as of the day the value of the death benefit
is determined. Otherwise, the settlement value will be paid. The settlement
value is the same amount that would be paid in the event of withdrawal of the
Contract Value. The Company will calculate the settlement value at the end of
the Valuation Period coinciding with the requested distribution date for payment
or on the mandatory distribution date of 5 years after the date of death. In any
event, the entire distribution upon death must be distributed within five years
after the date of death unless a surviving spouse continues the Contract or an
Income Plan is selected in accordance with the following sections:

Payments from the Income Plan must begin within one year of the date of death
and must be payable throughout:

- the life of the Owner; or

- a period not to exceed the life expectancy of the Owner; or

- the life of the Owner with payments guaranteed for a period not to exceed
the life expectancy of the Owner.

If the surviving spouse of the deceased Owner is the new Owner, then the spouse
may elect one of the options listed above or may continue the Contract in the
accumulation phase as if the death had not occurred. The Company will only
permit the Contract to be continued once. If the Contract is continued in the
accumulation phase, the surviving spouse may make a single withdrawal of any
amount within one year of the date of death without incurring a withdrawal
charge. However, any applicable Market Value Adjustment, determined as of the
date of the withdrawal, will apply.

DEATH BENEFIT AMOUNT

Prior to the Payout Start Date, the standard death benefit is equal to the
greatest of:

(a) the Contract Value on the date the Company determines the death benefit;
or

(b) the Settlement Value on the date the Company determines the death
benefit; or

(c) the Contract Value on each Death Benefit Anniversary prior to the date
the Company determines the death benefit adjusted by any purchase
payments, withdrawals* and charges made between such Death Benefit
Anniversary and the date the Company determines the death benefit. A
Death Benefit Anniversary is every seventh Contract Anniversary
beginning with the issue date. For example, the issue date, 7th and 14th
Contract Anniversaries are the first three Death Benefit Anniversaries.

For Contracts with the optional enhanced death benefit provision, the death
benefit will be the greater of (a) through (c) above, or (d) below:

(d) the greatest of the anniversary values as of the date the Company
determines the death benefit. The anniversary value is equal to the
Contract Value on a Contract Anniversary, increased by purchase payments
made since that anniversary and reduced by an adjustment
<PAGE>
19
for any partial withdrawals* since that anniversary. Anniversary values
will be calculated for each Contract Anniversary prior to the earlier
of: (i) the date we determine the death benefit, or (ii) the oldest
Owner's or the Annuitant's, if the Owner is not a natural person,
attained age 80.

* The adjustment for withdrawals is equal to the Contract Value on a Death
Benefit Anniversary or Contract Anniversary multiplied by the ratio of the
withdrawal amount to the Contract Value immediately prior to the to the
withdrawal.

The value of the death benefit will be determined at the end of the Valuation
Period during which the Company receives a complete request for payment of the
death benefit, which includes due proof of death.

The Company will not settle any death claim until it receives due proof of
death.

CHARGES AND OTHER DEDUCTIONS

DEDUCTIONS FROM PURCHASE PAYMENTS

No deductions are made from purchase payments. Therefore, the full amount of
every purchase payment is invested in the Investment Alternative(s).

WITHDRAWAL CHARGE (CONTINGENT DEFERRED SALES CHARGE)

You may withdraw the Contract Value at any time before the earliest of the
Payout Start Date, the death of any Owner or, if the Owner is not a natural
person, the death of the Annuitant.

There are no withdrawal charges on amounts withdrawn up to 15% of the amount of
purchase payments. Amounts withdrawn in excess of this may be subject to a
withdrawal charge. Amounts not subject to a withdrawal charge and not withdrawn
in a Contract Year are not carried over to later Contract Years. Withdrawal
charges, if applicable, will be deducted from the amount paid.

For purposes of calculating the amount of the withdrawal charge, withdrawals are
assumed to come from purchase payments first, beginning with the oldest payment.
Withdrawals made after all purchase payments have been withdrawn, will not be
subject to a withdrawal charge. For partial withdrawals, the Contract Value will
be adjusted to reflect the amount of payment requested by the Owner, any
withdrawal charge, any applicable taxes and any Market Value Adjustment.

Withdrawals in excess of the free withdrawal amount will be subject to a
withdrawal charge as set forth below:

<TABLE>
<CAPTION>
COMPLETE YEARS SINCE APPLICABLE
PURCHASE PAYMENT BEING WITHDRAWAL
WITHDRAWN WAS MADE CHARGE PERCENTAGE
- -------------------------------- --------------------
<S> <C>
0 YEARS.............................................6%
1 YEAR..............................................6%
2 YEARS.............................................5%
3 YEARS.............................................5%
4 YEARS.............................................4%
5 YEARS.............................................3%
6 YEARS OR MORE.....................................0%
</TABLE>

Withdrawal charges will be used to pay sales commissions and other promotional
or distribution expenses associated with the marketing of the Contracts. The
Company does not anticipate that the withdrawal charges will cover all
distribution expenses in connection with the Contract.

In addition, federal and state income tax may be withheld from withdrawal
amounts. Certain terminations may also be subject to a federal tax penalty. See
"Federal Tax Matters," page .

The Company will waive any withdrawal charge prior to the Payout Start Date if
1) at least 30 days after the Contract Date any Owner (or Annuitant if the Owner
is not a natural person) is first confined to a long term care facility or
hospital for at least 90 consecutive days, confinement is prescribed by a
physician and is medically necessary, and the request for a withdrawal and
adequate written proof of confinement are received by us no later than 120 days
after discharge or 2) any Owner (or Annuitant if the Owner is not a natural
person) is diagnosed with a terminal illness. The withdrawal charge will also be
waived on withdrawals taken to satisfy IRS required minimum distribution rules.
This waiver is permitted only for withdrawals which satisfy distributions
resulting from this Contract. If applicable, such withdrawals will be subject to
a Market Value Adjustment.

CONTRACT MAINTENANCE CHARGE

A contract maintenance charge is deducted annually from the Contract Value to
reimburse the Company for its actual costs in maintaining each Contract and the
Variable Account. The Company guarantees that the amount of this charge will not
exceed $35 per Contract Year over the life of the Contract. Prior to the Payout
Start Date, this charge will be waived if the total purchase payments are
$50,000 or more on a Contract Anniversary or if all money is allocated to the
Fixed Account on the Contract Anniversary. After the Payout Start Date, this
charge will be waived if total purchase payments are $50,000 or more as of the
Payout Start Date.
<PAGE>
20

Maintenance costs include but are not limited to expenses incurred in billing
and collecting purchase payments; keeping records; processing death claims, cash
withdrawals, and policy changes; proxy statements; calculating Accumulation Unit
and Annuity Unit values; and issuing reports to Owners and regulatory agencies.
The Company does not expect to realize a profit from this charge.

On each Contract Anniversary prior to the Payout Start Date, the contract
maintenance charge will be deducted from Sub-accounts of the Variable Account in
the same proportion that the Owner's value in each bears to the Owner's total
value in all Sub-accounts of the Variable Account. After the Payout Start Date,
a pro rata share of the annual contract maintenance charge will be deducted from
each income payment. For example, 1/12 of the $35, or $2.92, will be deducted if
there are twelve income payments during the Contract Year. A pro-rated contract
maintenance charge will be deducted if the Contract is terminated on any date
other than a Contract Anniversary.

ADMINISTRATIVE EXPENSE CHARGE

The Company will deduct an administrative expense charge which is equal, on an
annual basis, to .10% of the daily net assets the Owner has allocated to the
Sub-accounts of the Variable Account. This charge is designed to cover actual
administrative expenses which exceed the revenues from the contract maintenance
charge. The Company does not intend to profit from this charge. The Company
believes that the administrative expense charge and contract maintenance charge
have been set at a level that will recover no more than the actual costs
associated with administering the Contracts. There is no necessary relationship
between the amount of administrative charge imposed on a given Contract and the
amount of expenses that may be attributable to that Contract.

MORTALITY AND EXPENSE RISK CHARGE

The Company will deduct a mortality and expense risk charge which is equal, on
an annual basis, to 1.25% of the daily net assets you have allocated to the
Sub-accounts of the Variable Account. The Company estimates that .80% is
attributable to the assumption of mortality risks and .45% is attributable to
the assumption of expense risks. For Contracts with the optional enhanced death
benefit provision, the mortality and expense risk charge will be deducted daily,
at a rate equal on an annual basis to 1.35% of the daily net assets in the
Variable Account. The assessment of the additional .10% for the enhanced death
benefit is attributed to the assumption of additional mortality risks. The
Company guarantees that the percentage for this charge will not increase over
the life of the Contract.

The mortality risk arises from the Company's guarantee to cover all death
benefits and to make income payments in accordance with the Income Plan selected
and the Income Payment Tables.

The expense risk arises from the possibility that the contract maintenance and
administrative expense charge, both of which are guaranteed not to increase,
will be insufficient to cover actual administrative expenses.

If the mortality and expense risk charge is insufficient to cover the Company's
mortality costs and excess expenses, the Company will bear the loss. If the
charge is more than sufficient, the Company will retain the balance as profit.
The Company currently expects a profit from this charge. Any such profit, as
well as any other profit realized by the Company and held in its general account
(which supports insurance and annuity obligations), would be available for any
proper corporate purpose, including, but not limited to, payment of distribution
expenses.

TAXES

The Company will deduct applicable state premium taxes or other similar
policyholder taxes relative to the Contract (collectively referred to as
"premium taxes") either at the Payout Start Date, or when a total withdrawal
occurs. Current premium tax rates range from 0 to 3.5%. The Company reserves the
right to deduct premium taxes from the purchase payments.

At the Payout Start Date, the charge for premium taxes will be deducted from
each Investment Alternative in the proportion that the Owner's value in the
Investment Alternative bears to the total Contract Value.

TRANSFER CHARGES

The Company reserves the right to assess a $10 charge on each transfer in excess
of twelve per Contract Year, excluding transfers through Dollar Cost Averaging
and Automatic Portfolio Rebalancing. The Company is presently waiving this
charge.

FUND EXPENSES

A complete description of the expenses and deductions from the Portfolios is
found in the prospectuses for the Funds. This prospectus is accompanied by the
prospectuses for the Funds.
<PAGE>
21

GENERAL MATTERS

OWNER

The Owner has the sole right to exercise all rights and privileges under the
Contract, except as otherwise provided in the Contract. The Contract cannot be
jointly owned by both a non-natural person and a natural person.

BENEFICIARY

Subject to the terms of any irrevocable Beneficiary designation, the Owner may
change the Beneficiary at any time by notifying the Company in writing. Any
change will be effective at the time it is signed by the Owner, whether or not
the Owner is living when the change is received by the Company. The Company will
not, however, be liable as to any payment or settlement made prior to receiving
the written notice.

Unless otherwise provided in the Beneficiary designation, if a Beneficiary
predeceases the Owner and there are no other surviving beneficiaries or if the
Owner does not name a Beneficiary, the new Beneficiary will be: the Owner's
spouse if living; otherwise, the Owner's children, equally, if living;
otherwise, the Owner's estate. Multiple Beneficiaries may be named. Unless
otherwise provided in the Beneficiary designation, if more than one Beneficiary
survives the Owner, the surviving Beneficiaries will share equally in any
amounts due.

ASSIGNMENTS

The Company will not honor an assignment of an interest in a Contract as
collateral or security for a loan. Otherwise, the Owner may assign benefits
under the Contract prior to the Payout Start Date. No Beneficiary may assign
benefits under the Contract until they are due. No assignment will bind the
Company unless it is signed by the Owner and filed with the Company. The Company
is not responsible for the validity of an assignment. Federal law prohibits or
restricts the assignment of benefits under many types of retirement plans and
the terms of such plans may themselves contain restrictions on assignments.

DELAY OF PAYMENTS

Payment of any amounts due from the Variable Account under the Contract will
occur within seven days, unless:

1. The New York Stock Exchange is closed for other than usual weekends or
holidays, or trading on the Exchange is otherwise restricted;

2. An emergency exists as defined by the Securities and Exchange Commission; or

3. The Securities and Exchange Commission permits delay for the protection of
the Owners.

Payments or transfers from the Fixed Account may be delayed for up to 6 months.
If payment or transfer is delayed for 30 days or more, the Company will pay
interest as required by applicable law.

MODIFICATION

The Company may not modify the Contract without the consent of the Owner except
to make the Contract meet the requirements of the Investment Company Act of
1940, or to make the Contract comply with any changes in the Internal Revenue
Code or to make any changes required by the Code or by any other applicable law.

CUSTOMER INQUIRIES

The Owner or any persons interested in the Contract may make inquiries regarding
the Contract by calling or writing your representative or the Company at:

GLENBROOK LIFE AND ANNUITY COMPANY
POST OFFICE BOX 94042
PALATINE, ILLINOIS 60094-4042
1-(800) 755-5275

FEDERAL TAX MATTERS

INTRODUCTION

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

TAXATION OF ANNUITIES IN GENERAL

TAX DEFERRAL

Generally, an annuity contract owner is not taxed on increases in the Contract
Value until a distribution occurs. This rule applies only where (1) the owner is
a natural
<PAGE>
22
person, (2) the investments of the Variable Account are "adequately diversified"
in accordance with Treasury Department Regulations, and (3) the issuing
insurance company, instead of the annuity owner, is considered the owner for
federal income tax purposes of any separate account assets funding the contract.

NON-NATURAL OWNERS

As a general rule, annuity contracts owned by non-natural persons such as
corporations, trusts, or other entities are not treated as annuity contracts for
federal income tax purposes and the income on such contracts is taxed as
ordinary income received or accrued by the owner during the taxable year. There
are several exceptions to the general rule for contracts owned by non-natural
persons which are discussed in the Statement of Additional Information.

DIVERSIFICATION REQUIREMENTS

For a Contract to be treated as an annuity for federal income 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 an annuity 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.

OWNERSHIP TREATMENT

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

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

DELAYED MATURITY DATES

If the contract's scheduled maturity date is at a time when the annuitant has
reached an advanced age, e.g., past age 85, it is possible that the contract
would not be treated as an annuity. In that event, the income and gains under
the contract could be currently includible in the owner's income.

TAXATION OF PARTIAL AND FULL WITHDRAWALS

In the case of a partial withdrawal under a non-qualified contract, amounts
received are taxable to the extent the contract value before the withdrawal
exceeds the investment in the contract. The investment in the contract is the
gross premium or other consideration paid for the contract reduced by any
amounts previously received from the contract to the extent such amounts were
properly excluded from the owner's gross income. In the case of a partial
withdrawal under a qualified contract, the portion of the payment that bears the
same ratio to the total payment that the investment in the contract (i.e.,
nondeductible IRA contributions, after tax contributions to qualified plans)
bears to the contract value, can be excluded from income. In the case of a full
withdrawal under a non-qualified contract or a qualified contract, the amount
received will be taxable only to the extent it exceeds the investment in the
contract. If an individual transfers an annuity contract without full and
adequate consideration to a person other than the individual's
<PAGE>
23
spouse (or to a former spouse incident to a divorce), the owner will be taxed on
the difference between the contract value and the investment in the contract at
the time of transfer. Other than in the case of certain qualified contracts, any
amount received as a loan under a contract, and any assignment or pledge (or
agreement to assign or pledge) of the contract value is treated as a withdrawal
of such amount or portion. The contract provides a death benefit that in certain
circumstances may exceed the greater of the payments and the contract value. As
described elsewhere in the prospectus, the Company imposes certain charges with
respect to the death benefit. It is possible that some portion of those charges
could be treated for federal tax purposes as a partial withdrawal from the
contract.

TAXATION OF ANNUITY PAYMENTS

Generally, the rule for income taxation of payments received from an annuity
contract provides for the return of the owner's investment in the contract in
equal tax-free amounts over the payment period. The balance of each payment
received is taxable. In the case of variable annuity payments, the amount
excluded from taxable income is determined by dividing the investment in the
contract by the total number of expected payments. In the case of fixed annuity
payments, the amount excluded from income is determined by multiplying the
payment by the ratio of the investment in the contract (adjusted for any refund
feature or period certain) to the total expected value of annuity payments for
the term of the contract. Once the total amount of the investment in the
contract is excluded using these ratios, the annuity payments will be fully
taxable. If annuity payments cease because of the death of the annuitant before
the total amount of the investment in the contract is recovered, the unrecovered
amount generally will be allowed as a deduction to the annuitant for his last
taxable year.

TAXATION OF ANNUITY DEATH BENEFITS

Amounts may be distributed from an annuity contract because of the death of an
owner or annuitant. Generally, such amounts are includible in income as follows:
(1) if distributed in a lump sum, the amounts are taxed in the same manner as a
full withdrawal or (2) if distributed under an annuity option, the amounts are
taxed in the same manner as an annuity payment.

PENALTY TAX ON PREMATURE DISTRIBUTIONS

There is a 10% penalty tax on the taxable amount of any premature distribution
from a non-qualified annuity contract. The penalty tax generally applies to any
distribution made prior to the owner attaining age 59 1/2. However, there should
be no penalty tax on distributions to owners (1) made on or after the owner
attains age 59 1/2; (2) made as a result of the owner's death or disability; (3)
made in substantially equal periodic payments over life or life expectancy; (4)
made under an immediate annuity; or (5) attributable to an investment in the
contract before August 14, 1982. Similar rules apply for distributions under
certain qualified contracts. A competent tax advisor should be consulted to
determine if any other exceptions to the penalty apply to your specific
circumstances.

AGGREGATION OF ANNUITY CONTRACTS

All non-qualified deferred annuity contracts issued by the Company (or its
affiliates) to the same owner during any calendar year will be aggregated and
treated as one annuity contract for purposes of determining the taxable amount
of a distribution.

TAX QUALIFIED CONTRACTS

Annuity contracts may be used as investments with certain tax qualified plans
such as: (1) Individual Retirement Annuities under Section 408(b) of the Code;
(2) Simplified Employee Pension Plans under Section 408(k) of the Code; (3) Tax
Sheltered Annuities under Section 403(b) of the Code; (4) Corporate and Self
Employed Pension and Profit Sharing Plans; and (5) State and Local Government
and Tax-Exempt Organization Deferred Compensation Plans. In the case of certain
tax qualified plans, the terms of the plans may govern the right to benefits,
regardless of the terms of the contract.

RESTRICTIONS UNDER SECTION 403(B) PLANS

Section 403(b) of the Code provides for tax-deferred retirement savings plans
for employees of certain non-profit and educational organizations. In accordance
with the requirements of Section 403(b), any annuity contract used for a 403(b)
plan must provide that distributions attributable to salary reduction
contributions made after 12/31/88, and all earnings on salary reduction
contributions, may be made only after the employee attains age 59 1/2, separates
from service, dies, becomes disabled or on account of hardship (earnings on
salary reduction contributions may not be distributed on the account of
hardship). These limitations do not apply to withdrawals where the Company is
directed to transfer some or all of the contract value to another Section 403(b)
plans.
<PAGE>
24

INCOME TAX WITHHOLDING

The Company is required to withhold federal income tax at a rate of 20% on all
"eligible rollover distributions" unless an individual elects to make a "direct
rollover" of such amounts to another qualified plan or Individual Retirement
Account or Annuity (IRA). Eligible rollover distributions generally include all
distributions from qualified contracts, excluding IRAs, with the exception of
(1) required minimum distributions, or (2) a series of substantially equal
periodic payments made over a period of at least 10 years, or the life (joint
lives) of the participant (and beneficiary). For any distributions from non-
qualified annuity contracts, or distributions from qualified contracts which are
not considered eligible rollover distributions, the Company may be required to
withhold federal and state income taxes unless the recipient elects not to have
taxes withheld and properly notifies the Company of such election.

DISTRIBUTION OF THE CONTRACTS

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

Commissions paid may vary, but in aggregate are not anticipated to exceed 6.50%
of any purchase payment. In addition, under certain circumstances, certain
sellers of the Contracts may be paid persistency bonuses which will take into
account, among other things, the length of time purchase payments have been held
under a Contract, and Contract Values. A persistency bonus is not expected to
exceed 0.25%, on an annual basis, of the Contract Values considered in
connection with the bonus. These commissions are intended to cover distribution
expenses. In addition, sale of the Contract may count toward incentive program
awards for the registered representative.

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

VOTING RIGHTS

The Owner or anyone with a voting interest in the Sub-account of the Variable
Account may instruct the Company on how to vote at shareholder meetings of the
Fund. The Company will solicit and cast each vote according to the procedures
set up by the Fund and to the extent required by law. The Company reserves the
right to vote the eligible shares in its own right, if subsequently permitted by
the Investment Company Act of 1940, its regulations or interpretations thereof.

Fund shares as to which no timely instructions are received will be voted in
proportion to the voting instructions which are received with respect to all
Contracts participating in that Sub-account. Voting instructions to abstain on
any item to be voted upon will be applied on a pro-rata basis to reduce the
votes eligible to be cast.

Before the Payout Start Date, the Owner holds the voting interest in the
Sub-account of the Variable Account. (The number of votes for the Owner will be
determined by dividing the Contract Value attributable to a Sub-account by the
net asset value per share of the applicable eligible Portfolio.)

After the Payout Start Date, the person receiving income payments has the voting
interest. After the Payout Start Date, the votes decrease as income payments are
made and as the reserves for the Contract decrease. That person's number of
votes will be determined by dividing the reserve for such Contract allocated to
the applicable Sub-account by the net asset value per share of the corresponding
eligible Portfolio.

SELECTED FINANCIAL DATA

The following selected financial data for the Company should be read in
conjunction with the financial statements and notes thereto included in this
prospectus beginning on page F-1.

GLENBROOK LIFE AND ANNUITY COMPANY
SELECTED FINANCIAL DATA
($ IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR-END FINANCIAL
DATA 1995 1994 1993 1992(2)
- -------------------- --------- --------- --------- -----------
<S> <C> <C> <C> <C>
For The Years Ended
December 31:
Income Before
Taxes............ $ 4,455 $ 2,017 $ 836 $ 337
Net Income........ 2,879 1,294 529 212
As of December 31:
Total Assets(1)... 1,409,705 750,245 169,361 12,183
</TABLE>

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

(1) The Company adopted SFAS No. 115, "Accounting for Certain Investments in
Debt and Equity Securities" on December 31, 1993. See Note 3 to Financial
Statements.
<PAGE>
25

(2) For the period from April 1, 1992 (date of inception) to December 31, 1992.

<TABLE>
<CAPTION>
QUARTERLY FINANCIAL DATA 1996 1995
- -------------------------------- --------- ---------
<S> <C> <C>
For The Quarters Ended June 30:
Income Before Taxes........... $ 941 $ 1,022
Net Income.................... 605 659
As of June 30:
Total Assets.................. 1,867,268 1,101,366
</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The following highlights significant factors influencing results of operations
and financial position.

Glenbrook Life and Annuity Company ("the Company"), which is wholly owned by
Allstate Life Insurance Company ("Allstate Life"), currently issues flexible
premium fixed annuities, and beginning in 1995, flexible premium deferred
variable annuity contracts through its separate accounts. The Company markets
its products through banks and other financial institutions.

The Company reinsures all of its annuity deposits with Allstate Life, and all
life insurance in-force with other reinsurers. Accordingly, the financial
results reflected in the Company's statements of operations relate only to the
investment of those assets of the Company that are not transferred to Allstate
Life or other reinsurers under the reinsurance treaties.

Separate account assets and liabilities are legally segregated and carried at
fair value in the statements of financial position. The separate account
investment portfolios were initially funded with a $10 million seed money
contribution from the Company in 1995. Investment income and realized gains and
losses of the separate account investments, other than the portion related to
the Company's participation, accrue directly to the contractholders (net of
fees) and, therefore, are not included in the Company's statements of
operations.

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
1995 1994 1993
--------- --------- ---------
$ IN THOUSANDS
<S> <C> <C> <C>
Net investment income....... $ 3,996 $ 2,017 $ 753
--------- --------- ---------
Realized capital gains
(losses), after tax........ $ 298 $ -- $ 54
--------- --------- ---------
Net income.................. $ 2,879 $ 1,294 $ 529
--------- --------- ---------
Fixed income securities, at
amortized cost............. $ 44,112 $ 51,527 $ 9,543
--------- --------- ---------
</TABLE>

Net investment income increased $2.0 million in 1995, and $1.3 million in 1994.
In both years, the increases were attributable to an increased level of
investments, including the Company's participation in the separate accounts
during 1995, and a $40 million capital contribution received from Allstate Life
in the third quarter of 1994. Net income increases of $1.6 million and $0.8
million reflect the change in net investment income in both years.

Realized capital gains after tax of $0.3 million in 1995 were the result of
sales of investments to fund the Company's participation in the separate
accounts.

FINANCIAL POSITION

<TABLE>
<CAPTION>
1995 1994
--------- ---------
$ IN THOUSANDS
<S> <C> <C>
Fixed income securities, at fair
value........................... $ 48,815 $ 49,807
--------- ---------
Unrealized net capital gains
(losses) (1).................... $ 5,164 $ (1,720)
--------- ---------
Separate Account assets, at fair
value........................... $ 15,578 $ --
--------- ---------
Contractholder funds............. $1,340,925 $ 696,854
--------- ---------
Reinsurance recoverable from
Allstate Life................... $1,340,925 $ 696,854
--------- ---------
</TABLE>

- ---------------
(1) Unrealized net capital gains (losses) exclude the effect of deferred income
taxes.

Fixed income securities are classified as available for sale and carried in the
statements of financial position at fair value. Although the Company generally
intends to hold its fixed income securities for the long-term, such
classification affords the Company flexibility in managing the portfolio in
response to changes in market conditions.

At December 31, 1995 unrealized capital gains were $5.2 million compared to
unrealized capital losses of $1.7 million at December 31, 1994. The significant
change in the unrealized capital gain/loss position is primarily attributable to
declining interest rates.

At December 31, 1995 both contractholder funds and amounts recoverable from
Allstate Life under reinsurance treaties reflect an increase of $644 million.
These increases result from sales of the Company's single and flexible premium
deferred annuities partially offset by surrenders. Reinsurance recoverable from
Allstate Life relates to policy benefit obligations ceded to Allstate Life.

The Company's participation in the separate accounts of $10.5 million at
December 31, 1995 is included in the separate accounts' assets. Unrealized net
capital gains arising from the Company's participation in the separate accounts
was $0.3 million, net of tax, at December 31, 1995.

<PAGE>
26

LIQUIDITY AND CAPITAL RESOURCES

Allstate Life made a $40 million capital contribution to the Company in the
third quarter of 1994.

Under the terms of intercompany reinsurance agreements, assets of the Company
that relate to insurance in-force, excluding separate account assets, are
transferred to Allstate Life or other reinsurers, who maintain investment
portfolios which support the Company's products.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR THE QUARTER ENDED JUNE 30, 1996

GENERAL

The following highlights significant factors influencing results of operations
and changes in financial position of Glenbrook Life and Annuity Company (the
"Company"). It should be read in conjunction with the discussion and analysis
and financial statements thereto found under Items 7 and 8 of Part II of the
Glenbrook Life and Annuity Company Annual Report on Form 10-K.

The Company, which is wholly owned by Allstate Life Insurance Company ("Allstate
Life"), issues flexible premium fixed annuity contracts, indexed annuity
contracts and single premium life insurance policies. In addition, the Company
issues flexible premium deferred variable annuity contracts, the assets and
liabilities of which are legally segregated and reflected in the accompanying
statements of financial position as the assets and liabilities of the Separate
Accounts. The Company markets its products through banks and other financial
institutions.

The Company reinsures substantially all of its annuity deposits with Allstate
Life, and all life insurance in force with other unaffiliated reinsurers.
Accordingly, the financial results reflected in the Company's statements of
operations do not include income related to those assets that are transferred to
Allstate Life or other reinsurers under the reinsurance treaties.

Separate account assets and liabilities are carried at fair value in the
statements of financial position. Certain separate account investment portfolios
established in 1995 were initially funded with a $10 million seed money
contribution from the Company in 1995. Investment income and realized gains and
losses of the separate account investments, other than the portion related to
the Company's participation, accrue directly to the contractholders (net of
fees) and, therefore, are not included in the Company's statements of
operations.

RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
<S> <C> <C> <C> <C>
1996 1995 1996 1995
--------- --------- --------- ---------

<CAPTION>
($ IN THOUSANDS) ($ IN THOUSANDS)
<S> <C> <C> <C> <C>
Net investment income..... $ 941 $ 1,022 $ 1,864 $ 2,018
Net income................ $ 605 $ 659 $ 1,199 $ 1,301
Fixed income securities,
at amortized cost........ $ 45,730 $ 52,352 $ 45,730 $ 52,352
</TABLE>

Pre-tax net investment income decreased 7.9% to $941 thousand for the second
quarter of 1996 compared to $1,022 thousand for the same period in 1995 and
decreased 7.6% to $1,864 thousand for the first six months of 1996 compared to
$2,018 thousand for the same period in 1995. The decreases reflect the impact of
the Company's $10 million investment in the variable funds of the separate
account, whose assets are invested predominantly in equity securities. The
dividend yield on the variable funds is significantly below the level of
interest earned on fixed income securities in which the $10 million was invested
prior to the fourth quarter of 1995.

FINANCIAL POSITION

At June 30, 1996, unrealized net capital gains before tax were $2.6 million
compared to $5.2 million at December 31, 1995. The change in unrealized gains in
the fixed income portfolio is due to the effect of rising interest rates.

At June 30, 1996 both contractholder funds and amounts recoverable from Allstate
Life under reinsurance treaties reflect a 27.8% increase of $372.7 million as
compared to December 31, 1995. These increases result from sales of the
Company's flexible premium fixed annuity contracts, partially offset by
surrenders. Reinsurance recoverable from Allstate Life relates to policy benefit
obligations ceded to Allstate Life.

Separate account assets increased by $83.5 million and separate account
liabilities increased by $82.9 million as compared to December 31, 1995. The
increases were primarily attributable to increased sales of flexible premium
deferred variable annuity contracts.

LIQUIDITY AND CAPITAL RESOURCES

Under the terms of intercompany reinsurance agreements, assets of the Company
that relate to insurance in force, excluding separate account assets, are
transferred to Allstate Life or other reinsurers, which maintain investment
portfolios that support the Company's products.

<PAGE>
27

COMPETITION

The Company is engaged in a business that is highly competitive because of the
large number of stock and mutual life insurance companies and other entities
competing in the sale of insurance and annuities. There are approximately 2,000
stock, mutual and other types of insurers in business in the United States.
Several independent rating agencies regularly evaluate life insurer's
claims-paying ability, quality of investments and overall stability. A.M. Best
Company assigns A+ (Superior) to Allstate Life which automatically reinsures all
net business of the Company. A.M. Best Company also assigns the Company the
rating of A+(r) because the Company automatically reinsures all business with
Allstate Life. Standard & Poor's Insurance Rating Services assigns AA+
(Excellent) to Glenbrook Life's claims-paying ability and Moody's assigns an Aa3
(Excellent) financial stability rating to Glenbrook Life. These ratings do not
relate to the investment performance of the Variable Account.

EMPLOYEES

As of December 31, 1995, Allstate Life had approximately 43 employees at its
home office in Northbrook, Illinois who work primarily on the Company's matters.

PROPERTIES

The Company occupies office space provided by its parent, Allstate Life, in
Northbrook, Illinois. Expenses associated with these offices are allocated on a
direct and indirect basis to the Company.

STATE AND FEDERAL REGULATION

The insurance business of the Company is subject to comprehensive and detailed
regulation and supervision throughout the United States. The laws of the various
jurisdictions establish supervisory agencies with broad administrative powers
with respect to licensing to transact business, overseeing trade practices,
licensing agents, approving policy forms, establishing reserve requirements,
fixing maximum interest rates on life insurance policy loans and minimum rates
for accumulation of surrender values, prescribing the form and content of
required financial statements and regulating the type and amounts of investments
permitted. Each insurance company is required to file detailed annual reports
with supervisory agencies in each of the jurisdictions in which it does business
and its operations and accounts are subject to examination by such agencies at
regular intervals.

Under insurance guaranty fund law, in most states, insurers doing business
therein can be assessed up to prescribed limits for contract owner losses
incurred as a result of company insolvencies. The amount of any future
assessments on the Company under these laws cannot be reasonably estimated. Most
of these laws do provide, however, that an assessment may be excused or deferred
if it would threaten an insurer's own financial strength.

In addition, several states, including Illinois, regulate affiliated groups of
insurers, such as the Company and its affiliates, under insurance holding
company legislation. Under such laws, intercompany transfers of assets and
dividend payments from insurance subsidiaries may be subject to prior notice or
approval, depending on the size of such transfers and payments in relation to
the financial positions of the companies.

Although the federal government generally does not directly regulate the
business of insurance, federal initiatives often have an impact on the business
in a variety of ways. Current and proposed federal measures which may
significantly affect the insurance business include employee benefit regulation,
controls on medical care costs, removal of barriers preventing banks from
engaging in the securities and insurance business, tax law changes affecting the
taxation of insurance companies, the tax treatment of insurance products and its
impact on the relative desirability of various personal investment vehicles, and
proposed legislation to prohibit the use of gender in determining insurance and
pension rates and benefits.

EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY

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

LOUIS G. LOWER, II, 50, Chief Executive Officer and Chairman of the Board
(1995)*
Also 1995 - Present Director of Allstate Indemnity Company; 1995 - Present
Chairman of the Board and Chief Executive Officer of Glenbrook Life Insurance
Company; 1995 - Present Chairman of the Board and Director of Laughlin Group
Holdings, Inc.; 1995 - Present Chairman of the Board and Chief Executive Officer
of Northbrook Life Insurance Company; 1995 - Present Director of Deerbrook
Insurance Company; 1993 - Present Chairman of the Board, President and Director
of The Northbrook Corporation; 1991 - Present Director of Allstate Life
Financial Services, Inc.; 1991 - Present Chairman of the Board, President and
Director of Glenbrook Life Insurance Company; 1990 - Present Director of Saison
Life Insurance
<PAGE>
28
Co., LTD.; 1990 - Present Trustee of The Allstate Foundation; 1990 - Present
Chairman of the Board and Director of Allstate Settlement Corporation; 1990 -
Present Chairman of the Board, Chief Executive Officer and Director of Lincoln
Benefit Life; 1990 - Present Chairman of the Board, Chief Executive Officer and
Director of Surety Life Insurance Company; 1990 - Present President and Director
of Allstate Life Insurance Company; 1990 - Present Director of Northbrook Life
Insurance Company; 1990 - Present Chairman of the Board, President and Director
of Allstate Life Insurance Company of New York; 1987 - Present Director of
Allstate Insurance Company.

MICHAEL J. VELOTTA, 50, Vice President, Secretary, General Counsel, and Director
(1992)*
Also from 1995 - Present Secretary and Director of Laughlin Group Holdings,
Inc.; 1994 - Present Secretary of Allstate Life Financial Services, Inc.; 1994 -
Present Secretary of Allstate Settlement Corporation; 1993 - Present Director
and Secretary of The Northbrook Corporation; 1993 - Present Director of Allstate
Life Financial Services, Inc.; 1993 - Present Director of Allstate Settlement
Corporation; 1993 - Present Vice President, Secretary and General Counsel of
Allstate Life Insurance Company of New York; 1992 - Present Director of Allstate
Life Insurance Company of New York; 1992 - Present Director and Vice President,
Secretary and General Counsel of Allstate Life Insurance Company; 1992 - Present
Director and Vice President, Secretary and General Counsel of Northbrook Life
Insurance Company; 1992 - Present Director of Surety Life Insurance Company;
1992 - Present Director of Lincoln Benefit Life Company; 1992 - Present Director
and Vice President, Secretary and General Counsel of Glenbrook Life Insurance
Company.

PETER H. HECKMAN, 50, President, Chief Operating Officer and Director (1992)*

Also from 1995 - Present Director of Laughlin Group Holdings, Inc.; 1993 -
Present Director and Vice President of Allstate Settlement Corporation; 1991 -
Present Vice President and Controller of The Northbrook Corporation; 1990 -
Present Vice President and Director of Glenbrook Life Insurance Company; 1990 -
Present Director of Allstate Life Insurance Company of New York; 1990 - Present
Director of Surety Life Insurance Company; 1990 - Present Director of Lincoln
Benefit Life Company; 1989 - Present Vice President of Allstate Life Insurance
Company of New York; 1988 - Present Director, President and Chief Operating
Officer of Northbrook Life Insurance Company; 1988 - Present Director and Vice
President - Finance of Allstate Life Insurance Company.

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

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

BARRY S. PAUL, 40, Assistant Vice President and Controller (1992)*
Also 1995 - Present Controller of Allstate Life Insurance Company; 1995 -
Present Controller of Northbrook Life Insurance Company; 1995 - Present
Controller of Allstate Settlement Corporation; 1991 - Present Assistant Vice
President and Controller of Allstate Life Insurance Company of New York; 1991 -
President Assistant Vice President and Controller of Glenbrook Life Insurance
Company; 1988 - Present Assistant Vice President of Northbrook Life Insurance
Company; and 1988 - Present Assistant Vice President of Allstate Life Insurance
Company.

JAMES P. ZILS, 45, Treasurer (1995)*
Also 6/10/96 - Present Vice President and Treasurer of Allstate Investment
Management Company; 3/7/96 - Present Chairman of the Board, Director and
Treasurer of Northbrook Holdings, Inc.; 1995 - Present Treasurer Laughlin Group
Holdings, Inc.; 1995 - Present Treasurer of Allstate Life Insurance Company of
New York; 1995 - Present Treasurer of Allstate Life Financial Services, Inc.;
1995 - Present Treasurer of Allstate Life Insurance Company; 1995 - Present
Treasurer of Allstate Settlement Corporation; 1995 - Present Treasurer of
Glenbrook Life Insurance Company; 1995 - Present Treasurer of Northbrook Life
Insurance Company; 1995 - Present Treasurer of The Northbrook Corporation; 1995
- -Present Vice President and Treasurer of AEI Group, Inc.; 1995 - Present
Treasurer of Allstate International Inc.; 1995 - Present Vice President and
Treasurer of Allstate Motor Club, Inc.; 1995 - Present Vice President and
Treasurer of Direct Marketing Center Inc.; 1995 - Present Vice President and
Treasurer of Enterprises Services Corporation; 1995 - Present Treasurer of The
Allstate Foundation; 1995 - Present Vice President and Treasurer of Forestview
Mortgage Insurance Company; 1995 - Present Vice President and Treasurer of
Allstate Indemnity Company; 1995 - Present Treasurer Allstate Insurance Company;
1995 - Present Vice President and Treasurer of Allstate Property and Casualty;
1995 - Present Treasurer of Deerbrook Insurance; 1995 - Present Vice President
and Treasurer of First Assurance Company; 1995 - Present Vice President and
Treasurer of Northbrook Indemnity; 1995 - Present Vice President and Treasurer
of Northbrook National Insurance Company; 1995 - Present Vice President and
Treasurer of Northbrook Property and Casualty; 1993 - Present Vice
<PAGE>
29
President of Allstate Insurance Company; 1991 - 1993 Assistant Vice President of
Allstate Insurance Company.

CASEY J. SYLLA, 53, Chief Investment Officer (1995)*
Also 6/10/96 - Present Chairman of the Board, President and Director of Allstate
Investment Management Company; 4/5/96 - Present Executive Vice President and
Chief Investment Officer of Allstate International Inc.; 1995 - Present Chief
Investment Officer of AEI Group, Inc.; 1995 - Present Chief Investment Officer
of Allstate County Mutual; 1995 - Present Director of Allstate Insurance
Company; 1995 - Present Director of Allstate Indemnity Company; 1995 - Present
Chief Investment Officer of Allstate International Inc.; 1995 - Present Chief
Investment Officer of Allstate Motor Club, Inc.; 1995 - Present Director of
Allstate Property and Casualty Insurance Company; 1995 - Present Chief
Investment Officer of Allstate Texas Lloyd's, Inc.; 1995 - Present Director of
Deerbrook Insurance Company; 1995 - Present Chief Investment Officer of Direct
Marketing Center Inc.; 1995 - Present Chief Investment Officer of Enterprises
Services Corporation; 1995 - Present Director of First Assurance Company; 1995 -
Present Director of Northbrook Indemnity Company; 1995 - Present Director of
Northbrook National Insurance Company; 1995 - Present Director of Northbrook
Property and Casualty Insurance Company; 1995 - Present Chief Investment Officer
of Tech-Cor, Inc.; 1995 - Present Chief Investment Officer of The Allstate
Foundation; 1995 - Present Chief Investment Officer of Allstate Life Insurance
Company of New York; 1995 - Present Chief Investment Officer and Director of
Allstate Life Insurance Company; 1995 - Present Chief Investment Officer of
Northbrook Life Insurance Company; 1995 - Present Chief Investment Officer of
Glenbrook Life Insurance Company; 1995 - Present Chief Investment Officer of
Allstate Settlement Corporation; 1995 - Present Chief Investment Officer of The
Northbrook Corporation; 1995 - Present Senior Vice President and Chief
Investment Officer of Allstate Insurance Company; 1995 - Present Senior Vice
President and Chief Investment Officer of Allstate Indemnity; 1995 - Present
Senior Vice President and Chief Investment Officer of Allstate Property and
Casualty; 1995 - Present Senior Vice President and Chief Investment Officer of
Deerbrook; 1995 - Present Senior Vice President and Chief investment Officer of
First Assurance; 1995 - Present Senior Vice President and Chief Investment
Officer of Northbrook Indemnity; 1995 - Present Senior Vice President and Chief
Investment Officer of Northbrook National; 1995 - Present Senior Vice President
and Chief Investment Officer of Northbrook Property and Casualty; 1992 - 1995
Senior Vice President and Executive Officer Investments of Northwestern Mutual
Life Insurance Company.

* Date elected to current office.

EXECUTIVE COMPENSATION

Executive officers of the Company also serve as officers of Allstate Life and
receive no compensation directly from the Company. Some of the officers also
serve as officers of other companies affiliated with the Company. Allocations
have been made as to each individual's time devoted to his or her duties as an
executive officer of the Company. However, no officer's compensation allocated
to the Company exceeded $100,000 in 1995. The allocated cash compensation of all
officers of the Company as a group for services rendered in all capacities to
the Company during 1995 totaled $5,976.86. Directors of the Company receive no
compensation in addition to their compensation as employees of the Company.

Shares of the Company and Allstate Life are not directly owned by any director
or officer of the Company. The percentage of shares of The Allstate Corporation
beneficially owned by any director, and by all directors and officers of the
Company as a group, does not exceed one percent of the class outstanding.
<PAGE>
30

SUMMARY COMPENSATION TABLE
(ALLSTATE LIFE INSURANCE CO.)
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------- ------------------------ --------------------------

<CAPTION>
(A) (B) (C) (D) (E) (F) (G) (H) (I)
SECURITIES
UNDERLYING
OTHER ANNUAL RESTRICTED OPTIONS/ LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION STOCK SARS PAYOUTS COMPENSATION
POSITION YEAR ($) ($) $ AWARD(S) (#) ($) ($)
- --------------------- --------- --------- --------- ------------- ----------- ----------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Louis G. Lower, II... 1995 $ 416,000 $ 266,175 $ 17,044 $ 199,890 $ 131,997 $ 411,122 $ 5,250(1)
Chief Executive
Officer and 1994 $ 389,050 $ 26,950 $ 25,889 $ 170,660 N/A 0 $ 1,890(1)
Chairman 1993 $ 374,200 $ 294,683 $ 52,443 $ 318,625 N/A $ 13,451 $ 6,296(1)
</TABLE>

- ------------
(1) Amount received by Mr. Lower which represents the value allocated to his
account from employer contributions under the Profit Sharing Fund and to its
predecessor, The Savings and Profit Sharing Fund of Sears employees.

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.

EXPERTS

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

LEGAL MATTERS

Sutherland, Asbill and Brennan., of Washington, D.C., has provided advice on
certain legal matters relating to the federal securities laws applicable to the
issue and sale of the Contracts. All matters of Illinois law pertaining to the
Contracts, including the validity of the Contracts and the Company's right to
issue such Contracts under Illinois insurance law, have been passed upon by
Michael J. Velotta, General Counsel of the Company.
<PAGE>
INDEPENDENT AUDITORS' REPORT

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

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

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

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

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

/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois

March 1, 1996

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

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

See notes to financial statements.

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

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

See notes to financial statements.

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

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

See notes to financial statements.

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

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

See notes to financial statements.

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

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

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

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

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

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Life insurance accounting

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

Contractholder funds

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

Separate Accounts

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

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

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

F-6
<PAGE>
7

GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ in thousands)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Reinsurance

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

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

Investments

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

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

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

Income taxes

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

Use of estimates

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

3. ACCOUNTING CHANGE

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

4. RELATED PARTY TRANSACTIONS

Reinsurance

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

Business operations

The Company utilizes services and business facilities owned or leased, and
operated by Allstate in conducting its business activities. The Company
reimburses Allstate for the operating expenses incurred by Allstate on behalf of
the Company. The cost to the Company is determined by various allocation methods
and is primarily related to the level of services provided. Operating expenses,
including

F-7
<PAGE>
8

GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ in thousands)

4. RELATED PARTY TRANSACTIONS (Continued)
compensation and retirement and other benefit programs, allocated to the Company
were $348, $271 and $59 in 1995, 1994 and 1993, respectively. Investment-related
expenses are retained by the Company. All other costs are assumed by Allstate
Life under reinsurance treaties.

Laughlin Group

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

5. INCOME TAXES

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

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

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

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

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

F-8
<PAGE>
9

GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ in thousands)

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

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

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

6. INVESTMENTS

Fair values

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

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

Scheduled maturities

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

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

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

F-9
<PAGE>
10

GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ in thousands)

6. INVESTMENTS (Continued)
Unrealized net capital gains and losses

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

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

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

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

Components of net investment income

Investment income by investment type is as follows:

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

Realized capital gains and losses

Realized capital gains on investments are as follows:

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

F-10
<PAGE>
11

GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ in thousands)

6. INVESTMENTS (Continued)
Proceeds from sales of fixed income securities

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

Securities on deposit

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

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

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

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

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

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

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

Permitted statutory accounting practices

The Company prepares their statutory financial statements in accordance with
accounting principles and practices prescribed or permitted by the insurance
department of the State of Illinois. Prescribed statutory accounting practices
include a variety of publications of the National

F-11
<PAGE>
12

GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
($ in thousands)

8. STATUTORY FINANCIAL INFORMATION (Continued)
Association of Insurance Commissioners, as well as state laws, regulations, and
general administrative rules. Permitted statutory accounting practices encompass
all accounting practices not so prescribed. The Company does not follow any
permitted statutory accounting practices that have a material effect on
statutory surplus or risk-based capital.

Dividends

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

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

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

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

F-13
<PAGE>

GLENBROOK LIFE AND ANNUITY COMPANY
FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 1996

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

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

See notes to financial statements.

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

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

See notes to financial statements.

F-15
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
----------------------
1996 1995
----------- ---------
<S> <C> <C>
(UNAUDITED)

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

See notes to financial statements.

F-16
<PAGE>
GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
($ in thousands)

1. BASIS OF PRESENTATION

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

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

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

2. REINSURANCE

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

F-17
<PAGE>
APPENDIX A
MARKET VALUE ADJUSTMENT

The Market Value Adjustment is based on the following:

<TABLE>
<C> <S>
I = the Treasury Rate for a maturity equal to the Sub-account's Guarantee Period for the
week preceding the establishment of the Sub-account.

N = the number of whole and partial years from the date we receive the withdrawal,
transfer, or death benefit request, or from the Payout Start Date to the end of the
Sub-account's Guarantee Period.

J = the Treasury Rate for a maturity equal to the Sub-accounts Guarantee Periodfor the week
preceding the receipt of the withdrawal request, transfer request, death benefit
request, or income payment request. If a Note with a maturity of the original guarantee
period is not available, a weighted average will be used.
</TABLE>

Treasury Rate means the U.S. Treasury Note Constant Maturity yield as reported
in Federal Reserve Bulletin Release H.15.

The Market Value Adjustment factor is determined from the following formula:

.9* (I-J)* N

Any transfer, withdrawal in excess of the free withdrawal amount, or death
benefit paid from a Sub-account of the Guaranteed Maturity Fixed Account will be
multiplied by the Market Value Adjustment factor to determine the Market Value
Adjustment.

ILLUSTRATION

EXAMPLE OF MARKET VALUE ADJUSTMENT

<TABLE>
<S> <C>
Purchase
Payment: $10,000
Guarantee
Period: 5 years
Interest Rate: 4.75%
Full
Withdrawal: End of Contract Year 3
</TABLE>

NOTE: This illustration assumes that premium taxes were not applicable.

Example 1: (Assumes declining interest rates)

Step 1: Calculate Account Value at End of Contract Year 3:

= 10,000.00 * (1.475)3 = $11,493.76

Step 2: Calculate the Free Withdrawal Amount:

= .15 * (10,000.00) = $1,500.00

Step 3: Calculate the Withdrawal Charge:

= .05 * (10,000.00 - 1,500.00) = $425.00

Step 4: Calculate the Market Value Adjustment:

I= 4.75%
J= 4.25%
N =730 days = 2
365 days

Market Value Adjustment Factor: .9 * (I--J) * N

A-1
<PAGE>
= .9 * (.0475 - .0425) * 2 = .009

Market Value Adjustment = Factor * Amount Subject to Market Value Adjustment:

= .009 * (11,493.76 - 1,500) $89.94

Step 5: Calculate The Amount Received by Customers as a Result of a Full
Withdrawal at the end of Contract Year 3:

= 11,493.76 - 425.00 + 89.94 = $11,158.70

Example 2: (Assumes rising interest rates)

Step 1: Calculate Account Value at End of Contract Year 3:

= 10,000.00 * (1.0475)3 = $11,493.76

Step 2: Calculate the Free Withdrawal Amount:

= .15 * (10,000.00) = $1,500.00

Step 3: Calculate the Withdrawal Charge:

= .05 * (10,000.00 - 1,500.00) = $425.00

Step 4: Calculate the Market Value Adjustment:

I= 4.75%
J= 5.25%
N =730 days = 2
365 days

Market Value Adjustment Factor: .9 * (I-J) * N

= .9 * (.0475 - .0525) * (2) = -.009

Market Value Adjustment = Factor * Amount Subject to Market Value Adjustment

= -.009 * ($11,493.76 -1,500) = 89.94

Step 5: Calculate The Net Withdrawal Value at End of Contract Year 3:

= 11,493.76 - 425.00 - 89.94 = $10,978.82

A-2
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION: TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Additions, Deletions or Substitutions of
Investments................................... 3

Reinvestment................................... 3

The Contract................................... 4

Purchase of Contracts........................ 4

Performance Data............................. 4

Tax-free Exchanges (1035 Exchanges, Rollovers
and Transfers).............................. 5

Premium Taxes................................ 6

Tax Reserves................................. 6

Income Payments................................ 6

Calculation of Variable Annuity Unit Values.. 6

General Matters................................ 7

Incontestability............................. 7

Settlements.................................. 7

Safekeeping of the Variable Account's
Assets...................................... 7

Federal Tax Matters............................ 7

Introduction................................. 7

Taxation of Glenbrook Life and Annuity
Company..................................... 8

Exceptions to the Non-Natural Owner Rule..... 8

IRS Required Distribution at Death Rules..... 8

Qualified Plans.............................. 9

Types of Qualified Plans..................... 9

Variable Account Financial Statements.......... 11
</TABLE>

B-1
<PAGE>
ORDER FORM

Please send me a copy of the most recent Statement of Additional Information for
the Glenbrook Provider Variable Annuity.

<TABLE>
<S> <C> <C>
- ------------------- --------------------------------------
(Date) (Name)
--------------------------------------
(Street Address)
--------------------------------------
(City) (State) (Zip
Code)
</TABLE>

Send to: Glenbrook Life and Annuity Company
Post Office Box 94042
Palatine, Illinois 60094-4042
Attention: VA Customer Service Unit

B-2
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

GLENBROOK LIFE
MULTI-MANAGER VARIABLE ACCOUNT

OFFERED BY

GLENBROOK LIFE AND ANNUITY COMPANY

POST OFFICE BOX 94042
PALATINE, IL 60094-4042
1-(800)755-5275

INDIVIDUAL AND GROUP
FLEXIBLE PREMIUM DEFERRED
VARIABLE ANNUITY CONTRACTS

This Statement of Additional Information supplements the information in the
prospectus for the Individual and Group Flexible Premium Deferred Variable
Annuity Contract offered by Glenbrook Life and Annuity Company ("Company"), a
wholly owned subsidiary of Allstate Life Insurance Company. The Contract is
primarily designed to aid individuals in long-term financial planning and it can
be used for retirement planning regardless of whether the plan qualifies for
special federal income tax treatment. The prospectus may be obtained from
Glenbrook Life and Annuity Company by writing or calling the address or
telephone number listed above.

THIS STATEMENT OF ADDITIONAL INFORMATION
IS NOT A PROSPECTUS AND SHOULD BE READ ONLY
IN CONJUNCTION WITH THE PROSPECTUS
FOR THE CONTRACT

The prospectus, dated September , 1996,
has been filed with the
United States Securities and Exchange Commission

DATED SEPTEMBER , 1996
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Additions, Deletions or Substitutions of
Investments...................................... 3
Reinvestment...................................... 3
The Contract...................................... 3
Purchase of Contracts........................... 3
Performance Data................................ 3
Tax-free Exchanges (1035 Exchanges, Rollovers
and Transfers)................................. 4
Premium Taxes................................... 4
Tax Reserves.................................... 4
Income Payments................................... 4
Calculation of Variable Annuity Unit Values..... 4
General Matters................................... 5

Incontestability................................ 5
Settlements..................................... 5
Safekeeping of the Variable Account's Assets.... 5
Federal Tax Matters............................... 5
Introduction.................................... 5
Taxation of Glenbrook Life and Annuity
Company........................................ 5
Exceptions to the Non-Natural Owner Rule........ 5
IRS Required Distribution at Death Rules........ 5
Qualified Plans................................. 6
Types of Qualified Plans........................ 6
Variable Account Financial Statements............. 7
</TABLE>

2
<PAGE>
ADDITIONS, DELETIONS OR SUBSTITUTIONS OF INVESTMENTS

The Company retains the right, subject to any applicable law, to make
additions to, deletions from or substitutions for the Fund shares held by any
Sub-account of the Variable Account. The Company reserves the right to eliminate
the shares of any of the portfolios and to substitute shares of another
portfolio of the Fund, or of another open-end, registered investment company, if
the shares of the Fund are no longer available for investment, or if, in the
Company's judgment, investment in any Fund would become inappropriate in view of
the purposes of the Variable Account. Substitutions of shares attributable to an
Owner's interest in a Sub-account will not be made until the Owner has been
notified of the change, and until the Securities and Exchange Commission has
approved the change, to the extent such notification and approval is required by
the Investment Company Act of 1940. Nothing contained in this Statement of
Additional Information shall prevent the Variable Account from purchasing other
securities for other series or classes of contracts, or from effecting a
conversion between series or classes of contracts on the basis of requests made
by Owners.

The Company may also establish additional Sub-accounts or series of
Sub-accounts of the Variable Account. Each additional Sub-account would purchase
shares in a new portfolio of the Fund or in another mutual fund. New
Sub-accounts may be established when, in the sole discretion of the Company,
marketing needs or investment conditions warrant. Any new Sub-accounts offered
in conjunction with the Contract will be made available to existing Owners on a
basis to be determined by the Company. The Company may also eliminate one or
more Sub-accounts if, in its sole discretion, marketing, tax or investment
conditions so warrant.

In the event of any such substitution or change, the Company may, by
appropriate endorsement, make such changes in the Contract as may be necessary
or appropriate to reflect such substitution or change. If deemed to be in the
best interests of persons having voting rights under the policies, 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.

REINVESTMENT

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

THE CONTRACT

Purchase of Contracts

The Contracts are offered to the public through brokers as well as banks
licensed under the federal securities laws and state insurance laws. The
Contracts are distributed through the principal underwriter for the Variable
Account, Allstate Life Financial Services, Inc., an affiliate of Glenbrook Life
and Annuity Company. The offering of the Contracts is continuous and the Company
does not anticipate discontinuing the offering of the Contracts. However, the
Company reserves the right to discontinue the offering of the Contracts.

Performance Data

From time to time the Variable Account may publish advertisements containing
performance data relating to its Sub-accounts. The performance data for the
Sub-accounts (other than for the Money Market Sub-account) will always be
accompanied by total return quotations. Performance figures used by the Variable
Account are based on actual historical performance of its Sub-accounts for
specified periods, and the figures are not intended to indicate future
performance. The Variable Account may also disclose yield, standard total
return, and non-standard total return for periods prior to the date that the
Variable Account commenced operations. For periods prior to the date the
Variable Account commenced operations, performance information for the
Sub-accounts will be calculated based on the performance of the underlying Funds
and the assumption that the Sub-accounts were in existence for the same periods
as those of the underlying Funds, with a level of charges equal to those
currently assessed against the Sub-accounts.

A Sub-account's "average annual total return" represents an annualization of
the Sub-account's total return over a particular period and is computed by
finding the annual percentage rate which, when compounded annually, will
accumulate a hypothetical $1,000 purchase payment to the redeemable value at the
end of the one, five or ten year period, or for a period from the date of
commencement of the Sub-account's operations, if shorter than any of the
foregoing. The average annual total return is obtained by dividing the ending
redeemable value, after deductions for any withdrawal charges or contract
maintenance charges imposed on the Contracts by the Variable Account, by the
initial hypothetical $1,000 purchase payment, taking the "n"th root of the
quotient (where "n" is the number of years in the period) and subtracting 1 from
the result.

The withdrawal charges assessed upon redemption are computed as follows: the
free withdrawal amount is not assessed a withdrawal charge. Withdrawal charges
are charged on the amount of redemption equal to the purchase payment, reduced
by the amount of the free withdrawal amount, if any. The remaining amount of the
redemption, if any, is not assessed a withdrawal charge. The withdrawal charge
schedule specifies rates based on the number of complete years since each
purchase payment was made. The contract maintenance charge

3
<PAGE>
($35 per contract) used in the total return calculation is normally prorated
using the following method: The total amount of annual Contract fees collected
during the year is divided by the total average net assets of all the
Sub-accounts. The resulting percentage is then multiplied by the ending Contract
Value.

In addition, the Variable Account may advertise the total return over
different periods of time by means of aggregate, average, year-by-year or other
types of total return figures. Such calculations would not reflect deductions
for withdrawal charges which may be imposed on the Contracts by the Variable
Account which, if reflected, would reduce the performance quoted. The formula
for computing such total return quotations involves a per unit change
calculation. This calculation is based on the Accumulation Unit value at the end
of the defined period divided by the Accumulation Unit value at the beginning of
such period, minus 1. The periods included in such advertisements are "year-to-
date" (prior calendar year end to the day of the advertisement); "year to most
recent quarter" (prior calendar year end to the end of the most recent quarter);
"the prior calendar year"; " 'n' most recent Calendar Years"; and "Inception
(commencement of the Sub-account's operation) to date" (day of the
advertisement).

The Variable Account may also advertise the performance of the Sub-accounts
relative to certain performance rankings and indexes compiled by independent
organizations, such as: (a) Lipper Analytical Services, Inc.; (b) the Standard &
Poor's 500 Composite Stock Price Index ("S & P 500"); (c) A.M. Best Company; (d)
Bank Rate Monitor; and (e) Morningstar.

Tax-Free Exchanges (1035 Exchanges, Rollovers and Transfers)

The Company accepts purchase payments which are the proceeds of a Contract
in a transaction qualifying for a tax-free exchange under Section 1035 of the
Internal Revenue Code. Except as required by federal law in calculating the
basis of the Contract, the Company does not differentiate between Section 1035
purchase payments and non-Section 1035 purchase payments.

The Company also accepts "rollovers" and transfers from Contracts qualifying
as tax-sheltered annuities ("TSAs"), individual retirement annuities or accounts
("IRAs"), or any other Qualified Contract which is eligible to "rollover" into
an IRA. The Company differentiates among Non-Qualified Contracts, TSAs, IRAs and
other Qualified Contracts to the extent necessary to comply with federal tax
laws. For example, the Company restricts the assignment, transfer or pledge of
TSAs and IRAs so the Contracts will continue to qualify for special tax
treatment. An Owner contemplating any such exchange, rollover or transfer of a
Contract should contact a competent tax adviser with respect to the potential
effects of such a transaction.

Premium Taxes

Applicable premium tax rates depend on the Owner's state of residency and
the insurance laws and status of the Company in those states where premium taxes
are incurred. Premium tax rates may be changed by legislation, administrative
interpretations or judicial acts.

Tax Reserves

Company does not establish capital gains tax reserves for the Sub-account
nor deduct charges for tax reserves because the Company believes that capital
gains attributable to the Variable Account will not be taxable. However, the
Company reserves the right to deduct charges to establish tax reserves for
potential taxes on realized or unrealized capital gains.

INCOME PAYMENTS

Calculation of Variable Annuity Unit Values

The amount of the first income payment is calculated by applying the
Contract Value allocated to each Variable Sub-account less any applicable
premium tax charge deducted at this time, to the income payment tables in the
Contract. The first variable annuity income payment is divided by the
Sub-account's then current annuity unit value to determine the number of annuity
units upon which later income payments will be based. Variable annuity income
payments after the first will be equal to the sum of the number of annuity units
determined in this manner for each Sub-account times the then current annuity
unit value for each respective Sub-account.

Annuity units in each variable Sub-account are valued separately and annuity
unit values will depend upon the investment experience of the particular
portfolios in which the Sub-account invests. The value of the annuity unit for
each variable Sub-account at the end of any Valuation Period is calculated by:
(a) multiplying the annuity unit Value at the end of the immediately preceding
Valuation Period by the Sub-accounts's net investment factor during the period;
and then (b) dividing the product by the sum of 1.0 plus the assumed investment
rate for the period. The assumed investment rate adjusts for the interest rate
assumed in the income payment tables used to determine the dollar amount of the
first variable annuity income payment, and is at an effective annual rate which
is disclosed in the Contract.

The amount of the first income payment paid under an income plan is
determined using the interest rate and mortality table disclosed in the
Contract. Due to judicial or legislative developments regarding the use of
tables which do not differentiate on the basis of sex, different annuity tables
may be used.

4
<PAGE>
GENERAL MATTERS

Incontestability

The Contract will not be contested after it is issued.

Settlements

Due proof of the Owner(s) death (or Annuitant's death if there is a
non-natural Owner) must be received prior to settlement of a death claim.

Safekeeping of the Variable Account's Assets

The Company holds title to the assets of the Variable Account. The assets
are kept physically segregated and held separate and apart from the Company's
general corporate assets. Records are maintained of all purchases and
redemptions of the Fund shares held by each of the variable Sub-accounts.

The Funds do not issue certificates and, therefore, the Company holds the
Account's assets in open account in lieu of stock certificates. See the Fund
prospectuses for a more complete description of the custodian of the Funds.

FEDERAL TAX MATTERS

Introduction

Taxation of Glenbrook Life and Annuity Company

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 contract. 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
contract.

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.

Exceptions to the Non-Natural Owner Rule

There are several exceptions to the general rule that contracts held by a
non-natural owner are not treated as annuity contracts for federal income tax
purposes. Contracts will generally be treated as held by a natural person if the
nominal owner is a trust or other entity which holds the contract as agent for a
natural person. However, this special exception will not apply in the case of an
employer who is the nominal owner of an annuity contract under a non-qualified
deferred compensation arrangement for its employees. Other exceptions to the
non-natural owner rule are: (1) contracts acquired by an estate of a decedent by
reason of the death of the decedent; (2) certain qualified contracts; (3)
contracts purchased by employers upon the termination of certain qualified
plans; (4) certain contracts used in connection with structured settlement
agreements, and (5) contracts purchased with a single premium when the annuity
starting date is no later than a year from purchase of the annuity and
substantially equal periodic payments are made, not less frequently than
annually, during the annuity period.

IRS Required Distribution at Death Rules

In order to be considered an annuity contract for federal income tax
purposes, an annuity contract must provide: (1) if any owner dies on or after
the annuity start date but before the entire interest in the contract has been
distributed, the remaining portion of such interest must be distributed at least
as rapidly as under the method of distribution being used as of the date of the
owner's death; (2) if any owner dies prior to the annuity start date, the entire
interest in the contract will be distributed within five years after the date of
the owner's death. These requirements are satisfied if any portion of the
owner's interest which is payable to (or for the benefit of) a designated
beneficiary is distributed over the life of such beneficiary (or over a period
not extending beyond the life expectancy of the beneficiary) and the
distributions begin within one year of the owner's death. If the owner's
designated beneficiary is the surviving spouse of the owner, the contract may be
continued with the surviving spouse as the new owner. If the owner of the
contract is a non-natural person, then the annuitant will be treated as the
owner for purposes of applying the distribution at death rules. In addition, a
change in the annuitant on a contract owned by a non-natural person will be
treated as the death of the owner.

5
<PAGE>
Qualified Plans

This annuity contract may be used with several types of qualified plans. The
tax rules applicable to participants in such qualified plans vary according to
the type of plan and the terms and conditions of the plan itself. Adverse tax
consequences may result from excess contributions, premature distributions,
distributions that do not conform to specified commencement and minimum
distribution rules, excess distributions and in other circumstances. Owners and
participants under the plan and annuitants and beneficiaries under the contract
may be subject to the terms and conditions of the plan regardless of the terms
of the contract.

Types of Qualified Plans

INDIVIDUAL RETIREMENT ANNUITIES

Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an Individual Retirement Annuity.
Individual Retirement Annuities are subject to limitations on the amount that
can be contributed and on the time when distributions may commence. Certain
distributions from other types of qualified plans may be "rolled over" on a
tax-deferred basis into an Individual Retirement Annuity. IRAs generally may not
provide life insurance, but they may provide a death benefit that equals the
greater of the premiums paid and the contract's cash value. The contract
provides a death benefit that in certain circumstances may exceed the greater of
the payments and the contract value. It is possible that the Death Benefit could
be viewed as violating the prohibition on investment in life insurance contracts
with the result that the Contract would not be viewed as satisfying the
requirements of an IRA.

SIMPLIFIED EMPLOYEE PENSION PLANS

Section 408(k) of the Code allows employers to establish simplified employee
pension plans for their employees using the employees' individual retirement
annuities if certain criteria are met. Under these plans the employer may,
within specified limits, make deductible contributions on behalf of the
employees to their individual retirement annuities. Employers intending to use
the contract in connection with such plans should seek competent advice. In
particular, employers should consider that IRAs generally may not provide life
insurance, but they may provide a death benefit that equals the greater of the
premiums paid and the contract's cash value. The contract provides a death
benefit that in certain circumstances may exceed the greater of the payments and
the contract value. It is possible that the death benefit could be viewed as
violating the prohibition on investment in life insurance contracts with the
result that the contract would not be viewed as satisfying the requirements of
the IRS.

TAX SHELTERED ANNUITIES

Section 403(b) of the Code permits public school employees and employees of
certain types of tax-exempt organizations (specified in Section 501(c)(3) of the
Code) to have their employers purchase annuity contracts for them, and subject
to certain limitations, to exclude the purchase payments from the employees'
gross income. An annuity contract used for a Section 403(b) plan must provide
that distributions attributable to salary reduction contributions made after
12/31/88, and all earnings on salary reduction contributions, may be made only
after the employee attains age 59 1/2, separates from service, dies, becomes
disabled or on the account of hardship (earnings on salary reduction
contributions may not be distributed for hardship). These limitations do not
apply to withdrawals where the Company is directed to transfer some or all of
the contract value to another Section 403(b) plan. Purchasers of the contracts
for such purposes should seek competent advice as to eligibility, limitations on
permissible amounts of purchase payments and other tax consequences associated
with the contracts. In particular, purchasers should consider that the contract
provides a death benefit that in certain circumstances may exceed the greater of
the payments and the contract value. It is possible that such death benefit
could be characterized as an incidental death benefit. If the death benefit were
so characterized, this could result in currently taxable income to purchasers.
In addition, there are limitations on the amount of incidental death benefits
that may be provided under a tax-sheltered annuity. Even if the death benefit
under the contract were characterized as an incidental death benefit, it is
unlikely to violate those limits unless the purchaser also purchases a life
insurance contract as part of his or her tax-sheltered annuity plan.

CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS

Sections 401(a) and 403(a) of the Code permit corporate employers to
establish various types of tax favored retirement plans for employees. The
Self-Employed Individuals Retirement Act of 1962, as amended, (commonly referred
to as "H.R. 10" or "Keogh") permits self-employed individuals to establish tax
favored retirement plans for themselves and their employees. Such retirement
plans may permit the purchase of annuity contracts in order to provide benefits
under the plans. The contract provides a death benefit that in certain
circumstances may exceed the greater of the payments and the contract value. It
is possible that such death benefit could be characterized as an incidental
death benefit. There are limitations on the amount of incidental benefits that
may be provided under pension and profit sharing plans. In addition, the
provision of such benefits may result in currently taxable income to
participants. Employers intending to use the contract in connection with such
plans should seek competent advice.

6
<PAGE>
STATE AND LOCAL GOVERNMENT AND TAX-EXEMPT ORGANIZATION
DEFERRED COMPENSATION PLANS

Section 457 of the Code permits employees of state and local governments and
tax-exempt organizations to defer a portion of their compensation without paying
current taxes. The employees must be participants in an eligible deferred
compensation plan. Under these plans, contributions made for the benefit of the
employees will not be includible in the employees' gross income until
distribution from the plan. However, under a Section 457 plan all the
compensation deferred under the plan must remain solely the property of the
employer, subject only to the claims of the employer's general creditors, until
such time as made available to the employee or a beneficiary.

VARIABLE ACCOUNT FINANCIAL STATEMENTS

The financial statements of the Glenbrook Life Multi-Manager Variable
Account are not included herein because, as of the date hereof, the Variable
Account had not yet commenced operations, had no assets or liabilities and
received no income. The financial statements of the Variable Account will be
audited on an annual basis once the Variable Account commences operations.

7
<PAGE>

PART C

OTHER INFORMATION

24a. FINANCIAL STATEMENTS

PART A: Glenbrook Life and Annuity Company Financial Statements and
Financial Statement Schedules are contained in Part A of this Registration
Statement.

The financial statements of Glenbrook Life Multi Manager Variable Account
are not included herein because, as of the date hereof, the Variable Account
had not yet commenced operations, had no assets or liabilities and received
no income. The financial statements of the Variable Account will be audited
on an annual basis once the Variable Account commences operations.

24b. EXHIBITS

The following exhibits:

The following exhibits correspond to those required by paragraph (b) of
Item 24 as to exhibits in Form N-4:

(1) Resolution of the Board of Directors of Glenbrook Life and Annuity
Company authorizing establishment of the Glenbrook Life Multi
Manager Variable Account*

(2) Not Applicable

(3) Underwriting Agreement

(4) Specimen Contract

(5) Application for a Contract

(6) (a) Certificate of Incorporation of Glenbrook Life and Annuity
Company**
(b) By-laws of Glenbrook Life and Annuity Company**

(7) Reinsurance Agreement**

(8) Participation Agreement

(9) Opinion and Consent of Michael J. Velotta, Vice President,
Secretary and General Counsel of Glenbrook Life and Annuity
Company

(10) (a) Consent of Accountants
(b) Consent of Attorneys

(11) Not applicable

(12) Not applicable

(13) Not applicable

<PAGE>

(14) Not applicable

(15) Powers of Attorney

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

* Previously filed in N-4 Registration Statement dated February 12, 1996.
** Previously filed and incorporated by reference, with Depositor's Form S-1
Registration Statement No. 333-07275 dated June 28, 1996.

25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

NAME AND PRINCIPAL POSITION AND OFFICE WITH DEPOSITOR
BUSINESS ADDRESS OF THE TRUST
- ------------------ ----------------------------------

Louis G. Lower, III Chairman of the Board and Chief Executive
Officer
Michael J. Velotta Vice President, Secretary, General Counsel
and Director
Peter H. Heckman President, Chief Operating Officer and Director
Marla G. Friedman Vice President
Kevin R. Slawin Vice President
G. Craig Whitehead Assistant Vice President and Director
John R. Hunter Director
James P. Zils Treasurer
Casey J. Sylla Chief Investment Officer
Sarah R. Donahue Assistant Vice President
Emma M. Kalaidjian Assistant Secretary
Paul N. Keirig Assistant Secretary
Mary J. McGinn Assistant Secretary
Barry S. Paul Assistant Vice President and Controller
Robert W. Roeters Assistant Vice President
Theodore A. Schnell Assistant Treasurer
Brenda D. Sneed Assistant Secretary and Assistant General
Counsel
C. Nelson Strom Assistant Vice President and Corporate Actuary

The principal business address of the foregoing officers and directors is
3100 Sanders Road, Northbrook, IL 60062.

26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH DEPOSITOR OR
REGISTRANT

See 10-K Commission File #1-11840, The Allstate Corporation.

27. NUMBER OF CONTRACT OWNERS

Not Applicable

28. INDEMNIFICATION

The by-laws of both Glenbrook Life and Annuity Company (Depositor) and

<PAGE>

Allstate Life Financial Services, Inc. (Distributor), provides for the
indemnification of its Directors, Officers and Controlling Persons, against
expenses, judgments, fines and amounts paid in settlement as incurred by such
person, if such person acted properly. No indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of a
duty to the Company, unless a court determines such person is entitled to
such indemnity.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("Act") may be permitted to directors, officers and controlling
persons of Glenbrook Life and Annuity Company ("Registrant"), Registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against 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 Registrant of expenses
incurred or paid by a director, officer or controlling person of 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. Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precendent, 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.

29a. RELATIONSHIP OF PRINCIPAL UNDERWRITER TO OTHER INVESTMENT COMPANIES

- Glenbrook Life and Annuity Company Separate Account A
- Glenbrook Life and Annuity Company Variable Annuity Account
- Allstate Life of New York Separate Account A
- Glenbrook Life Variable Life Separate Account A

29b. PRINCIPAL UNDERWRITER

NAME AND PRINCIPAL BUSINESS ALLSTATE LIFE FINANCIAL
ADDRESS OF EACH SUCH PERSON SERVICES, INC. ("ALFS")
--------------------------- -----------------------

Louis G. Lower, II Director
Marla G. Frieman Director
Michael J. Velotta Director and Secretary
Robert J. Kelly President and Chief Executive
Officer
Diane Bellas Vice President and Controller
Andrea J. Schur Vice President
Brent H. Hamann Vice President
James P. Zils Treasurer
John R. Hedrick General Counsel and
Assistant Secretary
Lisa A. Burnell Assistant Vice President
and Compliance Officer
Robert N. Roeters Assistant Vice President
Emma M. Kalaidjian Assistant Secretary
Paul N. Kierig Assistant Secretary
Kevin R. Slawin Assistant Treasurer

The principal address of ALFS is 3100 Sanders Road, Northbrook, Illinois

<PAGE>

29c. COMPENSATION OF ALLSTATE LIFE FINANCIAL SERVICES, INC.

None

30. LOCATION OF ACCOUNTS AND RECORDS

The Depositor, Glenbrook Life and Annuity Company, is located at 3100
Sanders Road, Northbrook, IL 60062.

The Underwriter, Allstate Life Financial Services, Inc., is located at
3100 Sanders Road, Northbrook, Illinois 60062.

Each company maintains those accounts and records required to be
maintained pursuant to Section 31(a) of the Investment Company Act and the
rules promulgated thereunder.

31. MANAGEMENT SERVICES

None

32. UNDERTAKINGS

The Registrant promises to file a post-effective amendment to this
Registration Statement as frequently as is necessary to ensure that the
audited financial statements in the Registration Statement are never more
than 16 months old for as long as payments under the variable annuity
contracts may be accepted. Registrant furthermore agrees to include either as
part of any application to purchase a contract offered by the prospectus, a
space that an applicant can check to request a statement of Additional
Information or a postcard or similar written communication affixed to or
included in the Prospectus that the applicant can remove to send for a
Statement of Additional Information. Finally the Registrant agrees to deliver
any Statement of Additional Information and any Financial Statements required
to be made available under this Form N-4 promptly upon written or oral
request.

33. REPRESENTATION PURSUANT TO SECTION 403(b) OF THE INTERNAL REVENUE CODE

The Company represents that it is relying upon a November 28, 1988
Securities and Exchange Commission no-action letter issued to the American
Council of Life Insurance ("ACLI") and that the provisions of paragraphs 1-4
of the no-action letter have been complied with.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 (the "Act")
and the Investment Company Act of 1940, the registrant, Glenbrook Life
Multi-Manager Variable Account, 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 23th day of August, 1996.

GLENBROOK LIFE MULTI MANAGER VARIABLE ACCOUNT
(Registrant)

By: GLENBROOK LIFE AND ANNUITY COMPANY
(Depositor)

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

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Registration Statement has been duly
signed below by the following Directors and Officers of Glenbrook Life and
Annuity Company on the 23th day of August, 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

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

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

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

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

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

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

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

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

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

<PAGE>

UNDERWRITING AGREEMENT

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

RECITALS

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

WHEREAS, the Separate Account is registered with the Securities and
Exchange Commission ("Commission") as a unit investment trust under the
Investment Company Act of 1940 (File No. 811-07541); and

WHEREAS, the Contracts to be issued by Company are registered with the
Commission under the Securities Act of 1933 and the Investment Company Act of
1940. (File No. 333-00987, 333-00999) for offer and sale to the public and
otherwise are in compliance with all applicable laws; and

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

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

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

1. AUTHORITY AND DUTIES

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

(b) Principal Underwriter will use its best efforts to provide information
and marketing assistance to licensed insurance agents and broker-
dealers on a continuing basis. However, Principal Underwriter shall
be responsible
<PAGE>
for compliance with the requirements of state broker-
dealer regulations and the Securities Exchange Act of 1934 as each
applies to Principal Underwriter in connection with its duties as
distributor of said Contracts. Moreover, Principal Underwriter shall
conduct its affairs in accordance with the rules of Fair Practice of
the NASD.

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

2. WARRANTIES

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

(i) Registration Statements on Form S-1 for each of the Contracts
identified in Attachment A have been filed with the Commission
in the form previously delivered to Principal Underwriter and
that copies of any and all amendments thereto will be forwarded
to Principal Underwriter at the time that they are filed with
Commission;

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

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

<PAGE>

jurisdiction in which it owns or leases properties, or
conducts any business;

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

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

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

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

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

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

(ii) As a principal underwriter, it shall permit the offer and sale
of Contracts to the public only by and through persons who are

<PAGE>

appropriately licensed under the securities laws and who are
appointed in writing by the Company to be authorized insurance
agents;

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

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

3. BOOKS AND RECORDS

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

(b) Subject to applicable Commission or NASD restrictions, Company will
send confirmations of Contract transactions to Contract Owners.

<PAGE>

Company will make such confirmations and records of transactions
available to Principal Underwriter upon request.

4. SALES MATERIALS

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

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

5. COMPENSATION

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

6. UNDERWRITING TERMS

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

(b) Principal Underwriter will use its best efforts to ensure that the
Contracts shall be offered for sale by registered broker-dealers and
registered representatives (who are duly licensed as insurance agents)

<PAGE>

on the terms described in the currently effective prospectus
describing such Contracts.

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

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

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

7. LEGAL AND REGULATORY ACTIONS

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

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

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

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

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

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

<PAGE>

9. TERMINATION

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

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

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

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

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

(iii) violates the conditions of this Agreement.

10. INDEMNIFICATION

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

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

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

11. GENERAL PROVISIONS

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

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

<PAGE>

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

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

GLENBROOK LIFE AND ANNUITY COMPANY

BY: ____________________________ ______________________________
President & COO Date

ALLSTATE LIFE FINANCIAL SERVICES, INC.

BY: ____________________________ ________________________________
President & COO Date

<PAGE>

Attachment A

UNDERWRITING AGREEMENT

"CONTRACTS" FORM #
- ----------- ------

Flexible Premium Deferred Variable Annuity Contract GLAU178

<PAGE>
Attachment B

UNDERWRITING AGREEMENT

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

<PAGE>
FLEXIBLE PREMIUM DEFERRED
VARIABLE ANNUITY CONTRACT

Glenbrook Life and Annuity Company, A Stock Company, Home Office:
Allstate Plaza, Northbrook, Illinois 60062

This Contract is issued in consideration of the initial purchase
payment and any application. Glenbrook Life and Annuity Company
will pay the benefits of this Contract, subject to its terms
and conditions.

Throughout this Contract, "you" and "your" refer to the Contract
owner(s). "We", "us" and "our" refer to Glenbrook Life and Annuity
Company.

This flexible premium deferred variable annuity provides a cash
withdrawal benefit, a death benefit, and a settlement value during the
Accumulation Phase and periodic income payments beginning on the
Payout Start Date during the Payout Phase.

The dollar amount of income payments or other values provided by this
Contract, when based on the investment experience of the Variable
Account, varies to reflect the performance of the Variable Account.
For amounts in the Guaranteed Maturity Fixed Account, the withdrawal
benefit, the death benefit, the settlement value, transfers to other
sub-accounts and any periodic income payments may be subject to a
Market Value Adjustment which may result in an upward or downward
adjustment of the amount distributed.

This Contract does not pay dividends.

The tax status of this Contract as it applies to the owner should be
reviewed each year.

PLEASE READ YOUR CONTRACT CAREFULLY.

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

RETURN PRIVILEGE

If you are not satisfied with this Contract for any reason, you may
return it to us or our agent within 20 days after you receive it. We
will refund any purchase payments allocated to the Variable Account,
adjusted to reflect investment gain or loss from the date of
allocation to the date of cancellation, plus any purchase payments
allocated to the fixed account. if this contract is qualified under
section section 408 of the Internal Revenue Code, we will refund the
greater of any purchase payments or the Contract Value.

If you have any questions about your Glenbrook Life variable annuity,
please contact Glenbrook Life at (800) 755-5275.

Secretary Chief Executive Officer

FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY

Page 1

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TABLE OF CONTENTS

THE PERSONS INVOLVED . . . . . . . . . . . . . . . . . . . . . . . 3

ACCUMULATION PHASE . . . . . . . . . . . . . . . . . . . . . . . . 4

PAYOUT PHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

INCOME PAYMENT TABLES . . . . . . . . . . . . . . . . . . . . . . . 11

GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . 12

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<PAGE>

ANNUITY DATA

CONTRACT NUMBER: . . . . . . . . . . . . . . . . . . . . 444444444

ISSUE DATE: . . . . . . . . . . . . . . . . . . . . . . . July 1, 1994

INITIAL PURCHASE PAYMENT: . . . . . . . . . . . . . . . . $10,000.00
IRA
INITIAL ALLOCATION OF PURCHASE PAYMENT:
ALLOCATED
AMOUNT (%)
VARIABLE ACCOUNT
Fund Manager sub-account a 10%
Fund Manager sub-account b 10%
Fund Manager sub-account c 10%
Fund Manager sub-account d 10%
Fund Manager sub-account e 10%
Fund Manager sub-account f 10%
RATE
ALLOCATED GUARANTEED GUARANTEED
AMOUNT (%) INTEREST RATE THROUGH
GUARANTEED MATURITY FIXED ACCOUNT
1 Year Guarantee Period 10% 5.00% 06/30/1995
3 Year Guarantee Period 10% 6.40% 06/30/1997
5 Year Guarantee Period 5% 7.00% 06/30/1999
7 Year Guarantee Period 5% 7.20% 06/30/2001
10 Year Guarantee Period 5% 7.35% 06/30/2004

DOLLAR COST AVERAGING FIXED ACCOUNT
1 Year Guarantee Period 5% 5.00% 06/30/1995

MINIMUM GUARANTEED RATE
Dollar Cost Averaging Fixed Account: . . . . . . . . . . . . 3.00%

PAYOUT START DATE: . . . . . . . . . . . . . . . . . . . July 1, 2049
(The latest date on which Income Payments must begin)
OWNER: . . . . . . . . . . . . . . . . . . . . . . . . . . . John Doe
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Jane Doe

ANNUITANT: . . . . . . . . . . . . . . . . . . . . . . . . . John Doe
AGE AT ISSUE: . . . . . . . . . . . . . . . . . . . . . . . . . 35
SEX: . . . . . . . . . . . . . . . . . . . . . . . . . . . . Male

BENEFICIARY RELATIONSHIP TO OWNER PERCENTAGE
Jane Doe Wife 100%

CONTINGENT BENEFICIARY RELATIONSHIP TO OWNER PERCENTAGE
June Doe Daughter 100%

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THE PERSONS INVOLVED

OWNER. The person named at the time of application is the owner
of this Contract unless subsequently changed. As owner, you will
receive any periodic income payments, unless you
have directed us to pay them to someone else. The Contract
cannot be jointly owned by both a non-natural person and a natural
person.

You may exercise all rights stated in this Contract, subject to
the rights of any irrevocable beneficiary.

You may change the owner or beneficiary at any time. If the
owner is a natural person, you may change the annuitant prior to the
Payout Start Date. Once we have received a satisfactory written
request for an owner, beneficiary or annuitant change, the change will
take effect as of the date you signed it. We are not liable for any
payment we make or other action we take before receiving any written
request for a change from you.

You may not assign an interest in this Contract as collateral or
security for a loan. However, you may assign periodic income payments
under this Contract prior to the Payout Start Date. We are bound by
an assignment only if it is signed by the assignor and filed with us.
We are not responsible for the validity of an assignment.

If the sole surviving owner dies prior to the Payout Start Date,
the beneficiary becomes the new owner. If the sole surviving owner
dies after the Payout Start Date, the beneficiary becomes the
new owner and will receive any subsequent guaranteed income
payments.

If more than one person is designated as owner:

- owner as used in this contract refers to all people named as
owners, unless otherwise indicated;

- any request to exercise ownership rights must be signed by all
owners; and

- on the death of any person who is an owner, the surviving
person(s) named as owner will continue as owner.

ANNUITANT. The annuitant is the person named on the Annuity Data
Page, but may be changed by the owner, as described above. The
annuitant must be a natural person. If the annuitant dies prior to
the Payout Start Date, the new annuitant will be:

- the youngest owner; otherwise,

- the youngest beneficiary.

BENEFICIARY. The beneficiary is the person(s) named on the
Annuity Data Page, but may be changed by the owner, as described
above. We will determine the beneficiary from the most recent
written request we have received from you. If you do not name a
beneficiary or if the beneficiary named is no longer living, the
beneficiary will be:

- your spouse if living; otherwise

- your children equally if living; otherwise

- your estate.

The beneficiary may become the owner under the circumstances described
above.

The beneficiary may assign benefits under the Contract, as described
above, once they are payable to the beneficiary. We are bound by an
assignment only if it is signed by the assignor and filed with us. We
are not responsible for the validity of an assignment.

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ACCUMULATION PHASE

ACCUMULATION PHASE DEFINED. The "Accumulation Phase" is the first of
two phases during your Contract. The Accumulation Phase begins on
the issue date stated on the Annuity Data Page.
This phase will continue until the Payout Start Date unless the
Contract is terminated before that date.

CONTRACT YEAR. The one year period beginning on the issue date and on
each anniversary of the issue date.

PURCHASE PAYMENTS. You may make subsequent purchase payments during
the Accumulation Phase. The minimum subsequent purchase payment
amount is $50. We reserve the right to reduce the minimum purchase
payment. We may limit the maximum amount of purchase payments we will
accept. We may limit your ability to make subsequent purchase
payments in order to comply with the laws of the state where this
Contract is delivered.

We will invest the purchase payments in the Investment Alternatives
you select. You may allocate any portion of your purchase payment in
whole percents from 0% to 100% or in exact dollar amounts to any of
the Investment Alternatives. The total allocation must equal 100% or
the total dollar amount of your purchase payment. For each purchase
payment, the minimum amount that may be allocated to any Fixed Account
option is $50.

The allocation of the initial purchase payment is shown on the Annuity
Data Page. Allocation of each subsequent purchase payment will be the
same as for the most recent purchase payment unless you change the
allocation. You may change the allocation of subsequent purchase
payments at any time, without charge, simply by giving us written
notice. Any change will be effective at the time we receive the
notice.

INITIAL PURCHASE PAYMENT ALLOCATION. If the Return Privilege
provision requires us to refund purchase payments, then during the
Return Privilege period, we reserve the right to invest any purchase
payments you allocated to the Variable Account to a money market
portfolio available under this Contract. We will notify you if we do
so. At the end of the Return Privilege period, the amount in the
money market portfolio may be allocated to the Variable Account. This
allocation will not be considered a transfer.

INVESTMENT ALTERNATIVES. Investment Alternatives are the Sub-accounts
of the Variable Account, the Dollar Cost Averaging Fixed Account, and
the Sub-accounts of the Guaranteed Maturity Fixed Account shown on the
Application.

VARIABLE ACCOUNT. The "Variable Account" for this Contract is the
Glenbrook Life Multi-Manager Variable Account. This account is a
separate investment account to which we allocate assets contributed
under this and certain other contracts. The income, gains and losses,
realized or unrealized, from assets allocated to the Variable Account
are credited to or charged against the account without regard to our
other income, gains or losses.

VARIABLE SUB-ACCOUNTS. The Variable Account is divided into
Sub-accounts. Each Sub-account invests solely in the shares of the
mutual fund underlying that Sub-account.

FIXED ACCOUNT OPTIONS. The Fixed Account options are the Dollar Cost
Averaging Fixed Account and the Sub-accounts of the Guaranteed
Maturity Fixed Account.

DOLLAR COST AVERAGING FIXED ACCOUNT. Money in the Dollar Cost
Averaging Fixed Account will earn interest for one year at the current
rate in effect at the time of allocation to the Dollar Cost Averaging
Fixed Account. After one year, a one year renewal rate will be
declared. Subsequent renewal dates will be on anniversaries of the
first renewal date.

GUARANTEED MATURITY FIXED ACCOUNT. The Guaranteed Maturity Fixed
Account is divided into Sub-accounts. A Sub-account is identified by
its Guarantee Period and the date the Guarantee Period begins. You
create a Sub-account when:

Page 5

<PAGE>

- you make a purchase payment and allocate part or all of that
purchase payment to the Sub-account; or

- you select a new Guarantee Period when a Sub-account
expires; or

- you transfer to the Sub-account an amount from an existing
Sub-account of the Variable Account or from another Sub-account of
the Guaranteed Maturity Fixed Account.

A Sub-account continues until the end of its Guarantee Period.

You must select a Guarantee Period for all purchase payments and
transfers allocated to a Sub-account of the Guaranteed Maturity Fixed
Account. If you do not select a Guarantee Period for a purchase
payment or transfer, we will assign the same period(s) you selected
for your most recent purchase payment. Guarantee Periods are offered
at our discretion and may range from one to ten years. We may change
the Guarantee Periods available for future purchase payments or
transfers allocated to the Guaranteed Maturity Fixed Account.

We will mail you a notice prior to the expiration of the Guarantee
Period of each Sub-account outlining the options available at the end
of the Guarantee Period. During the 30 day period after a Guarantee
Period expires you may:

- take no action and we will automatically renew the Sub-
account value to a Guarantee Period of the same duration to be
established as of the day the previous Guarantee Period expired; or

- notify us to apply the Sub-account value to a new Guarantee
Period(s) to be established as of the day the previous Guarantee
Period expired; or

- notify us to apply the Sub-account value to any Sub-account
of the Variable Account on the day we receive the notification; or

- receive the entire Sub-account value through a partial or
full withdrawal that is not subject to a Market Value Adjustment.
In this case, the Sub-account will be deemed to have been renewed
at the shortest Guarantee Period then being offered with current
interest credited from the date the Guarantee Period expired.

The minimum amount that can be allocated to a new Sub-account is $50.

CREDITING INTEREST. We credit interest daily to money allocated to
the Fixed Account(s) at a rate which compounds over one year to the
interest rate we guaranteed when the money was allocated. We will
credit interest to the initial purchase payment from the issue date.
We will credit interest to subsequent purchase payments from the date
we receive them. We will credit interest to transfers from the date
the transfer is made. The interest rate for the Dollar Cost Averaging
Fixed Account will never be less than the minimum guaranteed rate
shown on the Annuity Data Page.

TRANSFERS. Prior to the Payout Start Date, you may transfer amounts
between Investment Alternatives. You may make 12 transfers per
Contract Year without charge. Each transfer after the 12th transfer
in any Contract Year may be assessed a $10 transfer fee. Transfers
are subject to the following restrictions.

- The minimum amount that may be transferred into a Sub-
account of the Guaranteed Maturity Fixed Account is $50.

- Any transfer from a Sub-account of the Guaranteed Maturity
Fixed Account at a time other than during the 30 day period after a
Guarantee Period expires will be subject to a Market Value
Adjustment.

- At the end of 36 months from the date of a purchase payment
allocation to the Dollar Cost Averaging Fixed Account, any
remaining portion of the purchase payment and interest in the
Dollar Cost Averaging Fixed Account will be transferred to the
Variable Account Money Market Sub-account.

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<PAGE>
- No amount may be transferred into the Dollar Cost Averaging
Fixed Account.

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

CONTRACT VALUE. Your "Contract Value" is equal to the sum of:

- the number of Accumulation Units you hold in each Sub-
account of the Variable Account multiplied by the Accumulation Unit
Value for that Sub-account on the most recent Valuation Date; plus

- the total value you have in the Dollar Cost Averaging Fixed
Account; plus

- the sum of Sub-account values in the Guaranteed Maturity
Fixed Account.

ACCUMULATION UNITS AND ACCUMULATION UNIT VALUE. Amounts which you
allocate to a Sub-account of the Variable Account are used to
purchase Accumulation Units in that Sub-account. The
Accumulation Unit Value for each 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
Sub-account's Net Investment Factor for the Valuation Period. The
Accumulation Unit Values may go up or down. Additions or transfers
to a Sub-account of the Variable Account will increase the number of
Accumulation Units for that Sub-account. Withdrawals or transfers
from a Sub-account of the Variable Account will decrease the number
of Accumulation Units for that Sub-account.

VALUATION PERIOD AND VALUATION DATE. A "Valuation Period" is the time
interval between the closing 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 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 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 Sub-account during the current Valuation
Period.

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

(C) is the sum of the annualized Administrative Expense
Charge and the annualized Mortality and Expense Risk
Charge divided by 365 and then multiplied by the number
of calendar days in the current Valuation Period.

CHARGES. The charges for this Contract include Administrative Expense
Charges, Mortality and Expense Risk Charges, Contract Maintenance
Charges, transfer charges, and taxes. If withdrawals are made, the
Contract may also be subject to Withdrawal Charges and Market Value
Adjustments.

ADMINISTRATIVE EXPENSE CHARGE. The annualized Administrative Expense
Charge will never be greater than 0.10%. (See Net Investment Factor
for a description of how this charge is applied.)

MORTALITY AND EXPENSE RISK CHARGE. The annualized Mortality and
Expense Risk Charge will never be greater than 1.25%. (See Net
Investment Factor for a description of how this charge is applied.)

Our actual mortality and expense experience will not adversely affect
the dollar amount of variable benefits or other contractual payments
or values under this Contract.

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CONTRACT MAINTENANCE CHARGE. Prior to the Payout Start Date, a
Contract Maintenance Charge will be deducted from your Contract Value
on each contract anniversary. The charge will be deducted on a pro-
rata basis from each Sub-account of the Variable Account in the
proportion that your value in each bears to your total value in all
Sub-accounts of the Variable Account. A reduced Contract Maintenance
Charge proportional to the part of the Contract Year elapsed will also
be deducted if the Contract is terminated on any date other than a
contract anniversary. After the Payout Start Date the Contract
Maintenance Charge will be deducted in equal parts from each income
payment. The annualized charge will never be greater than $35 per
contract year. The Contract Maintenance Charge will be waived if, on
the contract anniversary, total purchase payments are $50,000 or more
or if all money is allocated to the Fixed Account(s) on the contract
anniversary.

TAXES. Any premium tax or income tax withholding relating to this
Contract may be deducted from purchase payments or the Contract Value
when the tax is incurred or at a later time.

WITHDRAWAL. You have the right, subject to the restrictions and
charges described in this Contract, to withdraw part or all of your
Contract Value at any time during the Accumulation Phase. A
withdrawal must be at least $50. If any withdrawal reduces the
Contract Value to less than $2,000, we will treat the request as a
withdrawal of the entire Contract Value. If you withdraw the entire
Contract Value, the Contract will terminate.

You must specify the Investment Alternative(s) from which you wish to
make a withdrawal. When you make a withdrawal, your Contract Value
will be reduced by a withdrawal amount equal to the amount paid to you
and any applicable Withdrawal Charge, Market Value Adjustment, and
taxes.

Any Withdrawal Charge will be waived on withdrawals taken to satisfy
IRS minimum distribution rules. This waiver is permitted only for
withdrawals which satisfy distributions resulting from this Contract.

FREE WITHDRAWAL AMOUNT. Each Contract Year the Free Withdrawal Amount
is equal to 15% of the amount of purchase payments. Each Contract
Year you may withdraw the Free Withdrawal Amount without any
Withdrawal Charge or Market Value Adjustment. Each Contract Year
begins on the anniversary of the date the Contract was established.
Any Free Withdrawal Amount which is not withdrawn in a year may not be
carried over to increase the Free Withdrawal Amount in a subsequent
year.

WITHDRAWAL CHARGE. To determine the Withdrawal Charge, we assume that
purchase payments are withdrawn first, beginning with the oldest
payment. When all purchase payments have been withdrawn, additional
withdrawals will not be assessed a Withdrawal Charge.

Withdrawals in excess of the Free Withdrawal Amount will be subject to
a Withdrawal Charge as follows:

Payment Year: 1 2 3 4 5 6 7 and Later

Percentage: 6% 6% 5% 5% 4% 3% 0%

For each purchase payment withdrawal, the "Payment Year" in the table
is measured from the date we received the purchase payment. The
Withdrawal Charge is determined by multiplying the percentage
corresponding to the Payment Year times that part of each purchase
payment withdrawal that is in excess of the Free Withdrawal Amount.

MARKET VALUE ADJUSTMENT. Withdrawals in excess of the Free Withdrawal
Amount, transfers, death benefits, and amounts applied to an income
plan from a Sub-account of the Guaranteed Maturity Fixed Account other
than during the 30 day period after a Guarantee Period expires are
subject to a Market Value Adjustment. A Market Value Adjustment is an
increase or decrease in the amount reflecting changes in the level of
interest rates since the Sub-account was established. As used in this
provision, "Treasury Rate" means the U. S. Treasury Note Constant
Maturity yield as reported in Federal Reserve Bulletin Release H.15.
The Market Value Adjustment is based on the following:

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I = the Treasury Rate for a maturity equal to the
Sub-account's Guarantee Period for the week preceding the
establishment of the Sub-account;

N = the number of whole and partial years from
the date we receive the withdrawal, transfer, or death
benefit request, or from the Payout Start Date, to the end
of the Sub-account's Guarantee Period;

J = the Treasury Rate for a maturity equal to the
Sub-account's Guarantee Period for the week preceding the
receipt of the withdrawal request, transfer request, death
benefit request, or Income Payment request.

An adjustment factor is determined from the following formula:

.9 x (I - J) x N

The amount subject to a Market Value Adjustment that is deducted from
a Sub-account of the Guaranteed Maturity Fixed Account is multiplied
by the adjustment factor to determine the amount of the Market Value
Adjustment. The amount deducted from the Sub-account includes the
transfer amount or the amount we pay you, income tax we withhold for
you, the Withdrawal Charge, any applicable premium tax charge, and the
Market Value Adjustment.

DEATH OF OWNER OR ANNUITANT. A benefit may be paid to the owner
determined immediately after the death if, prior to the Payout Start
Date:

- any owner dies; or

- the annuitant dies and the owner is not a natural person.

If the owner eligible to receive the death benefit is not a natural
person, the owner may elect to receive the benefit in one or more
distributions. Otherwise, if the owner is a natural person, the owner
may elect to receive a benefit either in one or more distributions or
by periodic payments through an Income Plan.

A Death Benefit will be paid: 1) if the owner elects to receive the
Death Benefit distributed in a single payment within 180 days of the
date of death, and 2) if the Death Benefit is paid as of the day the
value of the Death Benefit is determined. Otherwise, the Settlement
Value will be paid. In any event, the entire value of the Contract
must be distributed within five (5) years after the date of death
unless an Income Plan is elected or a surviving spouse continues the
Contract in accordance with the following provisions.

Payments from the Income Plan must begin within one year of the date
of death and must be payable throughout:

- the life of the owner; or

- a period not to exceed the life expectancy of the owner; or

- the life of the owner with payments guaranteed for a period not to
exceed the life
expectancy of the owner.

If the surviving spouse of the deceased owner is the new owner, then
the spouse may elect one of the options listed above or may continue
the Contract in the Accumulation Phase as if the death had not
occurred. If the Contract is continued in the Accumulation Phase, the
surviving spouse may make a single withdrawal of any amount within one
year of the date of death without incurring a Withdrawal Charge.
However, any applicable Market Value Adjustment, determined as of the
date of the withdrawal, will apply.

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DEATH BENEFIT. Prior to the Payout Start Date, the death benefit is
equal to the greatest of:

- the Contract Value as of the date we determine the death
benefit; or

- the Settlement Value on the date we determine the death
benefit; or

- the Contract Value on each Death Benefit Anniversary
prior to the date we determine the death benefit, increased by
purchase payments made since that Death Benefit Anniversary and
reduced by an adjustment for any partial withdrawals since that
Death Benefit Anniversary.

The adjustment is equal to (A) divided by (B) and the result multiplied
by (C) where:

(A) is the withdrawal amount.
(B) is the Contract Value immediately prior to the withdrawal.
(C) is the Contract Value on the Death Benefit
Anniversary adjusted by any prior purchase payments or
withdrawals made since that Anniversary.

The first Death Benefit Anniversary is the issue date. Subsequent
Death Benefit Anniversaries are those contract anniversaries that are
multiples of 7 Contract Years, beginning with the 7th contract
anniversary. For example, the issue date, 7th, and 14th contract
anniversaries are the first three Death Benefit anniversaries.

We will determine the value of the death benefit as of the end of the
Valuation Period during which we receive a complete request for
payment of the death benefit. A complete request includes due proof
of death.

SETTLEMENT VALUE. The Settlement Value is the same amount that would
be paid in the event of withdrawal of the Contract Value. We will
calculate the Settlement Value at the end of the Valuation Period
coinciding with the requested distribution date for payment or on the
mandatory distribution date of 5 years after the date of death.

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PAYOUT PHASE

PAYOUT PHASE DEFINED. The "Payout Phase" is the second of the two
phases during your Contract. During this phase the Contract Value
adjusted by any Market Value Adjustment and less any applicable taxes
is applied to the Income Plan you choose and is paid out as provided
in that plan.

The Payout Phase begins on the Payout Start Date. It continues until
we make the last payment as provided by the Income Plan chosen.

PAYOUT START DATE. The "Payout Start Date" is the date the Contract
Value adjusted by any Market Value Adjustment and less any applicable
taxes is applied to an Income Plan. The anticipated Payout Start Date
is shown on the Annuity Data Page. You may change the Payout Start
Date by writing to us at least 30 days prior to this date.

The Payout Start Date must be on or before the later of:

- the annuitant's 90th birthday; or

- the 10th anniversary of this Contract's issue date.

INCOME PLANS. An "Income Plan" is a series of payments on a scheduled
basis to you or to another person designated by you. The Contract
Value on the Payout Start Date adjusted by any Market Value Adjustment
and less any applicable taxes, 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 annuitant lives. If the
annuitant 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 annuitant or joint annuitant, named at the time of
Income Plan selection, lives. If both the annuitant
and the joint annuitant die before the selected number
of guaranteed payments have been made, we will continue
to pay the remainder of the guaranteed payments.

3. GUARANTEED NUMBER OF PAYMENTS. We will make payments
for a specified number of months beginning on the
Payout Start Date. These payments do not depend on the
annuitant's life. The number of months guaranteed may
be from 60 to 360.

We reserve the right to make available other Income Plans.

INCOME PAYMENTS. Income payment amounts may vary based on any Sub-
account of the Variable Account and/or may be fixed for the duration
of the Income Plan. The method of calculating the initial payment is
different for Variable Amount Income Payments and Fixed Amount Income
Payments. The Contract Maintenance Charge will be deducted in equal
payments from each income payment. The Contract Maintenance Charge
will be waived if total Purchase Payments are $50,000 or more as of
the Payout Start Date.

VARIABLE AMOUNT INCOME PAYMENTS. The initial income payment based
upon the Variable Account is calculated by applying the portion of the
Contract Value in the Variable Account on the Payout Start Date, less
any applicable premium tax, to the appropriate value from the Income
Payment Table selected. Subsequent income payments will vary
depending upon the changes in the Annuity Unit Values for the Sub-
accounts upon which the income payments are based.

The portion of the initial income payment based upon a particular
Variable Sub-account is determined by applying the amount of the
Contract Value in that Sub-account on the Payout Start Date, less any
applicable premium tax, to the appropriate value from the Income
Payment Table. This portion of the initial income payment is divided
by the Annuity Unit Value on the Payout Start Date for that Variable
Sub-account to determine the number of Annuity Units from that Sub-
account which will be used to determine subsequent income payments.
Unless Annuity Transfers are made between Sub-accounts, each
subsequent income payment from that Sub-account will be that number of
Annuity Units times the Annuity Unit Value for the Sub-account for the
Valuation Date on which the income payment is made.

Page 11

<PAGE>

ANNUITY UNIT VALUE. The Annuity Unit Value for each Sub-account of
the Variable Account at the end of any Valuation Period is calculated
by:

- multiplying the Annuity Unit Value at the end of the
immediately preceding Valuation Period by the Sub-account's
Net Investment Factor during the period; and then

- dividing the result by 1.000 plus the assumed investment
rate for the period. The assumed investment rate is an effective
annual rate of 3%.

FIXED AMOUNT INCOME PAYMENTS. The income payment amount derived from
any monies allocated to the Dollar Cost Averaging Fixed Account or
Sub-accounts of the Guaranteed Maturity Fixed Account during the
Accumulation Phase are fixed for the duration of the Income Plan. The
Fixed Amount Income Payment is calculated by applying the portion of
the Contract Value in the Fixed Account(s) on the Payout Start Date,
adjusted by any Market Value Adjustment plus any amount from the
Variable Account that the owner elects to apply to a Fixed Amount
Income Payment and less any applicable premium tax, to the greater of
the appropriate value from the Income Payment Table selected or such
other value as we are offering at that time.

ANNUITY TRANSFERS. After the Payout Start Date, no transfers may be
made from the Fixed Amount Income Payment. If you choose an Income
Plan which depends on any person's life, transfers between Variable
Sub-accounts or from the Variable Amount Income Payment to the Fixed
Amount Income Payment may not be made for six months after the Payout
Start Date. Annuity transfers may be made once every six months
thereafter. If you choose an Income Plan which does not depend on any
person's life, transfers between Variable Sub-accounts are from the
Variable Amount Income Payment to the Fixed Amount Income Payment are
permitted immediately.

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

- If the Contract Value is less than $2,000, or not enough to
provide an initial payment of at least $20, we reserve the right
to:

- change the payment frequency to make the payment at
least $20; or

- terminate the Contract and pay you the Contract
Value adjusted by any Market Value Adjustment and less
any applicable taxes in a lump sum.

- If we do not receive a written choice of an Income Plan from
you at least 30 days before the Payout Start Date, the Income Plan
will be life income with guaranteed payments for 120 months.

- 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 annuitant or joint annuitant is still
alive before we make each payment.

- After the Payout Start Date, the Income Plan cannot be
changed and withdrawals cannot be made unless income payments are
being made from the Variable Account under Income Plan 3. You may
terminate the income payments being made from the Variable Account
under Income Plan 3 at any time and withdraw their value, subject
to Withdrawal Charges.

- If any owner dies during the Payout Phase, the remaining
income payments will be paid to the successor owner as scheduled.

Page 12

<PAGE>

INCOME PAYMENT TABLES

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

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

Monthly Income Payment for each $1,000 Applied to this Income Plan

<TABLE>
Annuitant's Annuitant's Annuitant's
Age Male Female Age Male Female Age Male Female
- ----------- ----- ------ ----------- ----- ------ ----------- ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
35 $3.43 $3.25 49 $4.15 $3.82 63 $5.52 $4.97
36 3.47 3.28 50 4.22 3.88 64 5.66 5.09
37 3.51 3.31 51 4.29 3.94 65 5.80 5.22
38 3.55 3.34 52 4.37 4.01 66 5.95 5.35
39 3.60 3.38 53 4.45 4.07 67 6.11 5.49
40 3.64 3.41 54 4.53 4.14 68 6.27 5.64
41 3.69 3.45 55 4.62 4.22 69 6.44 5.80
42 3.74 3.49 56 4.71 4.29 70 6.61 5.96
43 3.79 3.53 57 4.81 4.38 71 6.78 6.13
44 3.84 3.58 58 4.92 4.46 72 6.96 6.31
45 3.90 3.62 59 5.02 4.55 73 7.13 6.50
46 3.96 3.67 60 5.14 4.65 74 7.31 6.69
47 4.02 3.72 61 5.26 4.75 75 7.49 6.88
48 4.08 3.77 62 5.39 4.86

</TABLE>

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

<TABLE>
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>

INCOME PLAN 3 - GUARANTEED NUMBER OF PAYMENTS

<TABLE>
Monthly Income Payment for each
Specified Period $1,000 Applied to this Income Plan
---------------- -----------------------------------
<S> <C>
10 Years $9.61
11 Years 8.86
12 Years 8.24
13 Years 7.71
14 Years 7.26
15 Years 6.87
16 Years 6.53
17 Years 6.23
18 Years 5.96
19 Years 5.73
20 Years 5.51

</TABLE>

Page 13

<PAGE>

GENERAL PROVISIONS

THE ENTIRE CONTRACT. The entire contract consists of this Contract,
any attached application, an any attached endorsements.

All statements made in written applications are representations and
not warranties. No statement will be used by us in defense of a claim
or to void the Contract unless it is included in a written
application.

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

We may not modify this Contract without your consent, except to make
it comply with any changes in the Internal Revenue Code or as required
by any other applicable law.

INCONTESTABILITY. We will not contest the validity of this Contract
after the issue date.

MISSTATEMENT OF AGE OR SEX. If any age or sex has been misstated, we
will pay the amounts which would have been paid at the correct age and
sex.

If we find the misstatement of age or sex after the income payments
begin, we will:

- pay all amounts underpaid including interest; or

- stop payments until the total payments are equal to the corrected
amount.

For purposes of the Misstatement of Age or Sex provision, interest
will be calculated at an effective annual rate of 6%.

ANNUAL STATEMENT. At least once a year, prior to the Payout Start
Date, we will send you a statement containing Contract Value
information. We will provide you with Contract Value information at
any time upon request. The information presented will comply with any
applicable law.

SETTLEMENTS. We may require that this Contract be returned to us
prior to any settlement. We must receive due proof of death of the
owner or annuitant prior to settlement of a death claim. Due proof of
death is one of the following:

- a certified copy of a death contract; or

- a certified copy of a decree of a court of competent
jurisdiction as to a finding of death; or

- any other proof acceptable to us.

Any full withdrawal or death benefit under this Contract will not be
less than the minimum benefits required by any statute of the state in
which the Contract is delivered.

DEFERMENT OF PAYMENTS. We will pay any amounts due from the Variable
Account under this Contract within seven days, unless:

- the New York Stock Exchange is closed for other than usual
weekends or holidays, or trading on such Exchange is restricted;

- an emergency exists as defined by the Securities and Exchange
Commission; or

- the Securities and Exchange Commission permits delay for the
protection of Contract holders.

We reserve the right to postpone payments or transfers from the Dollar
Cost Averaging Fixed Account and Guaranteed Maturity Fixed Account for
up to six months. If we elect to postpone payments or transfers from
the Dollar Cost Averaging Fixed Account or Guaranteed Maturity Fixed
Account for 30 days or more, we will pay interest as required by
applicable law. Any interest would be payable from the date the
payment or transfer request is received by us to the date the payment
or transfer is made.

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 Sub-accounts of the Variable
Account. We will not substitute any shares attributable to your
interest in a Sub-account of the Variable Account without notice to
you and prior approval of the Securities and Exchange Commission, to
the extent

Page 14

<PAGE>

required by the Investment Company Act of 1940.

We reserve the right to establish additional Sub-accounts of the
Variable Account, each of which would invest in shares of another
mutual fund. You may then instruct us to allocate purchase payments
or transfers to such Sub-accounts, subject to any terms set by us or
the mutual fund. We reserve the right to limit the availability of
funds for this Contract.

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 the contracts, the Variable Account may be operated as a
management company under the Investment Company Act of 1940 or it may
be deregistered under such Act in the event such registration is no
longer required.

Page 15

<PAGE>

GLENBROOK LIFE AND ANNUITY COMPANY
GLENBROOK P.O. BOX 94042
LIFE AND ANNUITY PALATINE, IL 60094-4042

APPLICATION FOR FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
- ----------------------------------------------------------------------------------------------------------------------------------
OWNERS

Name Soc. Sec. No. Birth Date / /
------------------------------- ------------------------------------- ----------
Address City State Zip
----------------------------- ------------------------------------- ----- ----------
/ / Male / / Female Relationship to Owner
--------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
ANNUITANT (Leave blank if Annuitant same as sole Owner.)

Primary Relationship to Owner
----------------------------- --------------------------------------------------------------------

Contingent Relationship to Owner
-------------------------- --------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
INVESTMENT ALTERNATIVE ALLOCATION--$ OR %

INITIAL PURCHASE PAYMENT $ ENHANCED DEATH BENEFIT / / Yes / / No
--------------------------------------

DEAN WITTER DREYFUS FIDELITY

VIS Dividend Growth VIF Growth & Income VIP II Contrafund
- ----- ----- -----

VIS Dividend Growth VIF Money Market VIP Growth
- ----- ----- -----

VIS Quality Income Plus VIF Small Company Stock VIP High Income
- ----- ----- -----

VIS Utilities Socially Responsible Growth Fund
- ----- -----

MFS TWENTIETH CENTURY OTHER
Emerging Growth Series TCI Balanced
- ----- ----- -------------------------

Limited Maturity Series TCI International
- ----- ----- -------------------------

GUARANTEED MATURITY FUND ACCOUNT

for 1 year for 3 years for 5 years for 7 years for 10 years
- ----- ----- ----- ----- -----
- ----------------------------------------------------------------------------------------------------------------------------------
TAX QUALIFIED PLAN / / Yes / / No

/ / IRA ROLLOVER / / IRA TRANSFER / / IRA/YEAR OF CONTRIBUTION / / OTHER
----- -------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
SPECIAL INSTRUCTIONS REPLACEMENT
WILL THE ANNUITY APPLIED FOR REPLACE ANY EXISTING INSURANCE
OR ANNUITY / / Yes / / No

COMPANY POLICY NO.

------------------------------ -----------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
If this application is declined, Glenbrook Life and Annuity Company will have no liability except to return the purchase payments.

I UNDERSTAND THAT ANY DISTRIBUTION FROM A GUARANTEED MATURITY FIXED ACCOUNT PRIOR TO THE END OF A RATE GUARANTEE PERIOD MAYBE
SUBJECT TO A MARKET VALUE ADJUSTMENT. I UNDERSTAND THAT CONTRACT VALUES AND INCOME PAYMENTS BASED ON THE INVESTMENT EXPERIENCE
OF A VARIABLE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT. I RECEIVED THE CURRENT PROSPECTUSES FOR THIS
VARIABLE ANNUITY. FOR APPLICANTS IN NEW JERSEY: ANY PERSON WHO INCLUDES ANY FALSE OR MISLEADING INFORMATION ON AN APPLICATION
FOR AN INSURANCE POLICY IS SUBJECT TO CRIMINAL AND CIVIL PENALTIES. FOR APPLICANTS IN KENTUCKY, OHIO AND PENNSYLVANIA: ANY
PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR
STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION OR CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING
ANY FACT MATERIAL THERETO COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME AND SUBJECTS SUCH PERSON TO CRIMINAL AND CIVIL
PENALTIES.

I HAVE READ THE ABOVE STATEMENTS. I REPRESENT THAT THEY ARE COMPLETE AND TRUE TO THE BEST OF MY KNOWLEDGE OR BELIEF.

Signed at Date
----------------------------------------------------------------------- ----------------
City State

Phone No(s)
Signature(s) of Owner(s) Of Owner(s)
----------------------------------------------------------------------- ----------------
- ----------------------------------------------------------------------------------------------------------------------------------
AGENT USE ONLY Do you have any reason to believe that the Contract applied for is to replace or change any existing annuity or
Life Insurance? / / Yes / / No

Agent's Signature Agent/Branch No.
---------------------------------------------- ---------------------------------------------

Agent's Signature
----------------------------------------------

</TABLE>

<PAGE>

PARTICIPATION AGREEMENT

THIS AGREEMENT, made and entered into this the 17th day of April, 1996, by and
between each of NORTHBROOK LIFE INSURANCE COMPANY, ALLSTATE LIFE INSURANCE
COMPANY OF NEW YORK and GLENBROOK LIFE AND ANNUITY COMPANY (hereinafter
collectively the "Companies" and individually the "Company"), each on its own
behalf and on behalf of each of the segregated asset accounts of the Company set
forth in Schedule A hereto, as such Schedule A may be amended from time to time,
(hereinafter the "Accounts") and DEAN WITTER VARIABLE INVESTMENT SERIES, an
unincorporated business trust organized under the laws of the Commonwealth of
Massachusetts, (hereinafter the "Trust") and DEAN WITTER DISTRIBUTORS INC.
(hereinafter the "Distributor").

WHEREAS, the Trust is engaged in business as an open-end management investment
company and is registered as such under the Investment Company Act of 1940, as
amended, (hereinafter the "1940 Act") and has filed its registration statement
with the Securities and Exchange Commission, (hereinafter "S.E.C."), which
declared such registration statement effective on October 5, 1983;

WHEREAS, the Distributor is registered as a broker-dealer with the S.E.C.
under the Securities Exchange Act of 1934, as amended, (hereinafter the "1934
Act"), and is a member in good standing of the National Association of
Securities Dealers, Inc. (hereinafter "NASD");

WHEREAS, the Trust is available to act as the investment vehicle for separate
accounts established for variable annuity contracts and variable life insurance
contracts offered or to be offered by insurance companies which have entered
into participation agreements with the Trust and the Distributor (hereinafter
"Participating Insurance Companies");

WHEREAS, the Trust has obtained an order from the S.E.C., dated November 23,
1994 (File No. 812-9128), granting Participating Insurance Companies and
variable annuity and variable life insurance separate accounts exemptions from
the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act and
Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to
permit shares of the Trust to be sold to and held by variable annuity and
variable life insurance separate accounts of both affiliated and unaffiliated
life insurance companies (hereinafter the "Shared Funding Exemptive Order");

WHEREAS, the Trust is presently comprised of eleven Portfolios designated as
the Money Market Portfolio, the Quality Income Plus Portfolio, the High Yield
Portfolio, the Utilities Portfolio, the Dividend Growth Portfolio, the Capital
Growth Portfolio, the Global Dividend Growth Portfolio, the European Growth
Portfolio, the Pacific Growth Portfolio, the Equity Portfolio and the Strategist
Portfolio, and other Portfolios may be subsequently established by the Trust
(hereinafter the "Portfolios");

WHEREAS, the Portfolios of the Trust offered by the Trust to the Companies and
the Accounts are set forth on Schedule A attached hereto;

WHEREAS, the Companies will issue certain variable annuity and/or variable
life insurance contracts (hereinafter the "Contracts") which, if required by
applicable law, will be registered under the Securities Act of 1933, as amended,
(hereinafter the "1933 Act");

WHEREAS, the Accounts are duly organized, validly existing segregated asset
accounts, established by resolution of the Board of Directors of the applicable
Company, to set aside and invest assets attributable to the Contracts that are
allocated to the Accounts (the Contracts and the Accounts covered by this
Agreement, and each corresponding Portfolio covered by this Agreement in which
the Accounts invest, are specified in Schedule A attached hereto as such
Schedule A may be amended from time to time);

WHEREAS, the Companies have registered or will register the Accounts as unit
investment trusts under the 1940 Act (unless exempt therefrom);

<PAGE>

WHEREAS, to the extent permitted by applicable insurance laws and regulations,
each Company intends by purchasing shares of the Portfolios on behalf of the
Accounts to fund the Contracts and the Distributor is authorized to sell such
shares to the Companies for the benefit of the Accounts at net asset value
without the imposition of any charges;

NOW, THEREFORE, in consideration of their mutual promises, each Company, the
Trust and the Distributor agree as follows:

1. Purchase of Shares. In accordance with the Trust's and the Distributor's
Distribution Agreement dated June 30, 1993, as amended as of March 15, 1995,
(the "Distribution Agreement"), the Company agrees to purchase and redeem the
Trust shares of each Portfolio offered by the then current prospectus of the
Trust (hereinafter the "Prospectus") included in the Trust's registration
statement (hereinafter "the Registration Statement") most recently filed from
time to time with the S.E.C. and effective under the 1933 Act and the 1940 Act
or as the Prospectus may be amended or supplemented and filed with the S.E.C.
pursuant to the 1933 Act. The Portfolios to be offered to each Account are set
forth on Schedule A attached hereto.

2. Sale of Shares. The Distributor agrees to sell shares of the Trust to the
Company for allocation to the Account as orders from the Company are received at
the next determined net asset value per share after receipt by the Trust or its
designee of the order for shares of the Trust, of the applicable Portfolio
determined as set forth in the Prospectus.

3. Redemption of Shares. At the Company's request, the Trust agrees to redeem
for cash without charge, any full or fractional shares of the Trust held by the
Company, executing such requests on a daily basis at the net asset value of
applicable Portfolio computed after receipt of the redemption request provided,
however, that the Trust reserves the right to suspend the right of redemption or
to postpone the date of payment upon redemption of the shares of any Portfolio
under the circumstances and for the period of time specified in the Prospectus.

4. Availability of Shares. Subject to Sections 3(c) and 4(b) of the
Distribution Agreement, the terms of which are incorporated herein by reference,
the Trust agrees to make its shares available indefinitely for purchase by the
Company.

5. Payment of Shares. The Company shall pay for Trust shares within five days
after it places the order for Trust shares. The Trust reserves the right to
delay issuing or transferring Trust shares and/or to delay accruing or declaring
dividends in accordance with any policy set forth in its then current prospectus
with respect to such shares until any payment check has cleared. If the Trust or
the Distributor does not receive payment within the five days period, the Trust
may, without notice, cancel the order and require the Company to reimburse the
Trust promptly for any loss the Trust suffered by reason of the Company failing
to timely pay for its shares.

6. Fee for Shares. The Company shall purchase and redeem shares in the Trust
at net asset value and the Company shall not pay any commission, dealers fee or
other fee to the Distributor or any other broker dealer.

7. Trust's Registration Statement and Prospectus. The Trust shall amend the
Registration Statement for its shares under the 1933 Act and the 1940 Act from
time to time as required in order to effect the continuous offering of its
shares and, at its own expense, shall provide the Company with as many copies of
its current prospectus as the Company may reasonably request.

8. Investment of Assets. The Trust agrees to invest its assets in accordance
with Section 817(h) of the Internal Revenue Code and Treasury Regulation
1.817-5, as amended from time to time, and any Treasury interpretations thereof,
relating to the diversification requirements for variable annuity contracts and
any amendments or other modifications to such Section or Regulations.

9. Administration of Contracts. The Company shall be responsible for
administering the Contracts and keeping records on the Contracts.

<PAGE>

10. Stockholder Information. The Trust shall furnish the Company copies of its
proxy material, reports to stockholders and other communication to stockholders
in such quantity as the Company shall reasonably require for distributing to
owners or participants under the Contracts. The Company will distribute these
materials to such owners or participants as required.

11. Voting. (a) To the extent required by law, the Company shall vote Trust
shares in accordance with instructions received from contract owners. If,
however, the 1940 Act or any regulation thereunder should be amended or if the
present interpretation thereof should change, and as a result the Company
determines that it is permitted to vote the Trust's shares in its own right, it
may elect to do so. The Company shall vote shares of a Portfolio for which no
instructions have been received in the same proportion as the vote of
shareholders of such Portfolio from which instructions have been received.
Neither the Company nor persons under its control shall recommend action in
connection with solicitation of proxies for Trust shares allocated to the
Account. The Company shall also vote shares it owns that are not attributable to
contract owners in the same proportion. Participating Insurance Companies shall
be responsible for assuring that each of their separate accounts participating
in the Trust calculates voting privileges in a manner consistent with other
Participating Insurance Companies.

(b) The Trust will comply with all provisions of the 1940 Act requiring voting
by shareholders, and in particular the Trust will either provide for annual
meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not
one of the trusts described in Section 16(c) of that Act) as well as with
Section 16(a) and, if and when applicable, 16(b). Further, the Trust will act in
accordance with the S.E.C.'s interpretation of the requirements of Section 16(a)
with respect to periodic elections of trustees and with whatever rules the
S.E.C. may promulgate with respect thereto.

12. Company Approval. The Trust and the Distributor agree that the approval of
the Company will be required prior to the Trust and the Distributor entering
into any new agreements to sell shares of the Trust to other Participating
Companies.

13. Trust's Warranty. The Trust represents and warrants that Trust shares sold
pursuant to this Agreement shall be registered under the 1933 Act and duly
authorized for issuance in accordance with all applicable federal and state
laws.

14. Company's Warranty. Each of Northbrook Life Insurance Company and
Glenbrook Life and Annuity Company represents and warrants that it is an
insurance company duly organized and in good standing under Illinois law and
that it has legally and validly established the Accounts under Section 245.21 of
the Illinois Insurance Code. Allstate Life Insurance Company of New York
represents and warrants that it is an insurance company duly organized and in
good standing under New York law and that it has legally and validly established
the Accounts under Section 424.40 of the New York Insurance Laws. The Company
represents that it has registered the Accounts as unit investment trusts in
accordance with the provisions of the 1940 Act, unless exempt therefrom, to
serve as segregated investment accounts for certain Contracts. The Company
further represents and warrants that the Contracts will be registered under the
1933 Act, unless exempt therefrom, and the Contracts will be issued and sold in
compliance with all applicable Federal and State laws.

15. Distributor's Warranty. The Distributor represents and warrants that it is
a member in good standing of the NASD and is registered as a broker-dealer with
the S.E.C. under the 1934 Act. The Distributor further represents that it will
sell and distribute the shares in accordance with the 1933, 1934 and 1940 Acts
and will not make any representations concerning the Account except those
contained in the then current registration statement or related prospectus and
any sales literature approved by the Trust. For purposes of this paragraph,
Section 6 of the Distribution Agreement is incorporated in this Agreement.

16. Termination of Agreement. The parties may terminate this Agreement as
follows:

(1)(a) at the option of the Company or the Trust or the Distributor upon 90
days' written notice to the other party;

<PAGE>

(b) at the option of the Company if, for any reason, except for those
specified in Sections 3(c) and 4(b) of the Distribution Agreement, Trust
shares are not available to meet the requirements of the Contracts as
determined by the Company; or

(c) at the option of the Trust upon the NASD, the S.E.C., the Illinois
Insurance Commissioner, the New York Insurance Commissioner or any other
regulatory body instituting legal proceedings against the Company
regarding its duties under this Agreement.

(2) This Agreement shall automatically terminate in the event of its
assignment.

17. Company's Indemnification Agreement. (a) The Company agrees to indemnify
and hold harmless the Trust or Distributor and each of their Directors or
Trustees who is not an "interested person" of the Trust, as defined in the 1940
Act (collectively the "Indemnified Parties" for purposes of this paragraph 17)
against any losses, claims, damages, liabilities (including amounts paid in
settlement with the written consent of the Company) or expenses or actions to
which such Indemnified Parties may become subject, under the Federal securities
laws or otherwise, insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) or settlements arise as a result of any
failure by the Company to provide the services and furnish the materials under
terms of this Agreement or which arise from erroneous instructions by the
Company to the Distributor concerning the particular Portfolio or Portfolios
whose shares are to be allocated to the Account. This indemnity agreement is in
addition to any liability which the Company may otherwise have. Provided,
however, that in no case is the indemnity of the Company in favor of the
Distributor deemed to protect the Distributor against any liability to the Trust
or its shareholders to which the Distributor would otherwise be subject by
reason of its bad faith, wilful misfeasance or negligence in the performance of
its duties or by reason of reckless disregard of its obligations and duties
under this Agreement.

(b) The Company will reimburse the Indemnified Parties for any legal or other
expenses reasonably incurred by the Indemnified Parties in connection with
investigating or defending of any such loss, claim, damage, liability or action.

(c) Promptly after receipt by any of the Indemnified Parties of notice of the
commencement of any action, or the making of any claim for which indemnity may
apply under this paragraph, the Indemnified Parties will, if a claim thereof is
to be made against the Trust, notify the Company of the commencement thereof;
but the omission so to notify the Company will not relieve the Company from any
liability which it may have to the Indemnified Parties otherwise than under this
Agreement. In case any such action is brought against the Indemnified Parties,
and the Company is notified of the commencement thereof, the Company will be
entitled to participate therein and to assume the defense thereof, with counsel
satisfactory to the party named in the action, and after notice from the Company
to such party of the Company's election to assume the defense thereof, the
Company will not be liable to such party under this Agreement for any legal or
other expenses subsequently incurred by such party independently in connection
with the defense thereof other than reasonable costs of investigation.

18. Trust and Distributor Indemnification Agreements. (a) The Trust and
Distributor each agree to indemnify and hold harmless the Company and each of
its Directors who is not an "interested person" of the Company, as defined in
the 1940 Act (collectively the "Company's Indemnified Parties" for purposes of
this paragraph 18) against any losses, claims, damages, liabilities (including
amounts paid in settlement with the written consent of the Trust) or expenses or
actions to which such Indemnified Parties may become subject, under the Federal
securities laws or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) or settlements:

(i) arise as a result of any failure by the Trust or Distributor to
provide the services and furnish the materials under the terms of this
Agreement; or

(ii) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in registration statement
or prospectus or sales literature of the Trust (or any amendment or supplement
to any of the foregoing), or arise out of or are based upon the omission or
the alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, provided
that this Agreement to indemnify shall not

<PAGE>

apply as to the Company's Indemnified Parties if such statement or
omission was made in reliance upon and in conformity with information
furnished to the Trust or Distributor by or on behalf of the Company for
use in the registration statement or prospectus for the Trust or in sales
literature (or any amendment or supplement) or otherwise for use in
connection with the sale of the Contracts or Trust shares; or

(iii) arise out of or result from any material breach of any
representation and/or warranty made by the Trust or the Distributor in
this Agreement or arise out of or result from any other material breach of
this Agreement by the Trust or the Distributor, including a failure,
whether unintentional or in good faith or otherwise, to comply with the
requirements specified in paragraph 8 of this Agreement.

(b) The Trust represents and warrants that the Trust will at all times invest
its assets in such a manner as to ensure that the Contracts will be treated as
an annuity under the Internal Revenue Code and the regulations thereunder.
Without limiting the scope of the foregoing, the Trust will at all times comply
with Section 817(h) of the Code and Treas. Reg. Sec. 1.817-5, as amended from
time to time, and any Treasury interpretations thereof, relating to the
diversification requirements for variable annuity contracts and any amendments
or other modifications to such section or Regulations.

(c) Trust shares will not be sold to any person or entity that would result in
the Contracts not being treated as annuity contracts in accordance with the
statutes and regulations referred to in the preceding paragraph.

(d) The Trust and the Distributor will reimburse the Company for any legal or
other expenses reasonably incurred by the Company's Indemnified Parties in
connection with investigating or defending of any such loss, claim, damage,
liability or action.

(e) Promptly after receipt by any of the Company's Indemnified Parties of
notice of the commencement of any action, or the making of any claim for which
indemnity may apply under this paragraph, the Company's Indemnified Parties
will, if a claim in respect thereof is to be made against the Company, notify
the Trust or the Distributor of commencement thereof; but the omission so to
notify the Trust or the Distributor will not relieve the Trust or the
Distributor from any liability which it may have to the Company's Indemnified
Parties otherwise than under this Agreement. In case any such action is brought
against the Company's Indemnified Parties, and the Trust or the Distributor is
notified of the commencement thereof, the Trust or the Distributor will be
entitled to participate therein and to assume the defense thereof, with counsel
satisfactory to the party named in the action, and after notice from the Trust
or the Distributor to such party of the Trust's or the Distributor's election to
assume the defense thereof, the Trust or the Distributor will not be liable to
such party under this Agreement for any legal or other expenses subsequently
incurred by such party independently in connection with the defense thereof
other than reasonable costs of investigation.

19. Indemnification of Trust by or of Distributor. For purposes of this
Agreement, the Trust and the Distributor shall indemnify each other according to
the terms of the Distribution Agreement the terms of which are incorporated by
reference.

20. Potential Conflicts. (a) The Trustees of the Trust will monitor the
operations of the Trust for the existence of any material irreconcilable
conflict between the interests of the contract owners of all separate accounts
investing in the Trust. An irreconcilable material conflict may arise for a
variety of reasons, including: (i) an action by any state insurance regulatory
authority; (ii) a change in applicable Federal or state insurance, tax, or
securities laws or regulations, or a public ruling, private letter ruling,
no-action or interpretative letter, or any similar action by insurance, tax, or
securities regulatory authorities; (iii) an administrative or judicial decision
in any relevant proceeding; (iv) the manner in which the investments of any
Portfolio are being managed; (v) a difference in voting instructions given by
variable annuity contract and variable life insurance contract owners; or (vi) a
decision by an insurer to disregard the voting instructions of contract owners.
The Trustees shall promptly inform the Company if they determine that an
irreconcilable material conflict exists and the implications thereof.

<PAGE>

(b) The Company will report any potential or existing conflicts of which it is
aware to the Trustees of the Trust. The Company will assist the Trustees in
carrying out their responsibilities under the Shared Funding Exemptive Order, by
providing the Trustees with all information reasonably necessary for the
Trustees to consider any issues raised. This includes, but is not limited to, an
obligation by the Company to inform the Trustees whenever contract owner voting
instructions are disregarded.

(c) If it is determined by a majority of the Trustees, or a majority of the
Trustees who are not parties to this Agreement or interested persons of any such
party and who have no direct or indirect financial interest in this Agreement or
any agreement related thereto (the "Independent Trustees"), that a material
irreconcilable conflict exists, the Company shall, at its expense and to the
extent reasonably practicable (as determined by a majority of the Independent
Trustees), take whatever steps are necessary to remedy or eliminate the
irreconcilable material conflict, up to and including: (i) withdrawing the
assets allocable to the affected Account from the Trust or any Portfolio and
reinvesting such assets in a different investment medium, including (but not
limited to) another Portfolio of the Trust, or submitting the question whether
such segregation should be implemented to a vote of all affected contract owners
and, as appropriate, segregating the assets of variable annuity contract owners
invested in the Account from those of any other appropriate group (i.e., annuity
contract owners, life insurance contract owners, or variable contract owners of
one or more Participating Insurance Companies) that votes in favor of such
segregation, or offering to the contract owners the option of making such a
change; and (ii) establishing a new registered management investment company or
managed separate account.

(d) If a material irreconcilable conflict arises because of a decision by the
Company to disregard contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Trust's election, to withdraw the Account's investment
in the Trust and terminate this Agreement; provided, however, that such
withdrawal and termination shall be limited to the extent required by the
foregoing material irreconcilable conflict as determined by a majority of the
Independent Trustees. Any such withdrawal and termination must take place within
six (6) months after the Trust gives written notice that this provision is being
implemented, and until the end of that six month period the Distributor and
Trust shall continue to accept and implement orders by the Company for the
purchase (and redemption) of shares of the Trust.

(e) If a material irreconcilable conflict arises because a particular state
insurance regulator's decision applicable to the Company conflicts with the
majority of other state regulators, then the Company will withdraw the Account's
investment in the Trust and terminate this Agreement within six months after the
Trustees inform the Company in writing that they have determined that such
decision has created an irreconcilable material conflict; provided, however,
that such withdrawal and termination shall be limited to the extent required by
the foregoing material irreconcilable conflict as determined by a majority of
the Independent Trustees. Until the end of the foregoing six month period, the
Distributor and Trust shall continue to accept and implement orders by the
Company for the purchase (and redemption) of shares of the Trust.

(f) For purposes of sections (c) through (f) of this paragraph, a majority of
the Independent Trustees shall determine whether any proposed action adequately
remedies any irreconcilable material conflict, but in no event will the Trust be
required to establish a new funding medium for the Contracts. The Company shall
not be required by section (c) to establish a new funding medium for the
Contracts if an offer to do so has been declined by vote of a majority of
contract owners materially adversely affected by the irreconcilable material
conflict. In the event that the Trustees determine that any proposed action does
not adequately remedy any irreconcilable material conflict, then the Company
will withdraw the Account's investment in the Trust and terminate this Agreement
within six (6) months after the Trustees inform the Company in writing of the
foregoing determination, provided, however, that such withdrawal and termination
shall be limited to the extent required by any such material irreconcilable
conflict as determined by a majority of the Independent Trustees.

(g) If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule
6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act
or the rules promulgated thereunder with respect to mixed or shared funding (as
defined in the Shared Funding Exemptive Order) on terms and

<PAGE>

conditions materially different from those contained in the Shared Funding
Exemptive Order, then (a) the Trust and/or the Participating Insurance
Companies, as appropriate, shall take such steps as may be necessary to comply
with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the
extent such Rules are applicable; and (b) paragraphs 11(a), 11(b), 20(a), 20(b),
20(c), 20(d), 20(e) and 20(f) of this Agreement shall continue in effect only to
the extent that terms and conditions substantially identical to such paragraphs
are contained in such Rule(s) as so amended or adopted.

21. Duration of this Agreement. This Agreement shall remain in force until
April 30, 1997 and from year to year thereafter, but only so long as such
continuance is specifically approved at least annually by the Trustees of the
Trust, or by the vote of a majority of the outstanding voting securities of the
Trust, cast in person or by proxy. This Agreement also may be terminated in
accordance with paragraph 16 hereof.

The terms "vote of a majority of the outstanding voting securities",
"assignment" and "interested person", when used in this Agreement, shall have
the respective meanings specified in the 1940 Act.

22. Amendments of this Agreement. This Agreement may be amended by the parties
only if such amendment is specifically approved by (i) the Trustees of the
Trust, or by the vote of a majority of outstanding voting securities of the
Trust, and (ii) a majority of those Trustees of the Trust who are not parties to
this Agreement or interested persons of any such party and who have no direct or
indirect financial interest in this Agreement or in any agreement related
thereto, cast in person at a meeting called for the purpose of voting on such
approval.

23. Governing Law. This Agreement shall be construed in accordance with the
law of the State of Illinois and the applicable provisions of the 1933, 1934 and
1940 Acts and the rules and regulations and rulings thereunder including such
exemptions from those statutes, rules and regulations as the S.E.C. may grant
and the terms hereof shall be interpreted and construed in accordance therewith.
To the extent the applicable law of the State of Illinois, or any of the
provisions herein, conflict with the applicable provisions of the 1940 Act, the
latter shall control. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise the remainder of the
Agreement shall not be affected thereby.

24. Personal Liability. The Declaration of Trust establishing Dean Witter
Variable Investment Series, dated February 24, 1983, a copy of which, together
with all amendments thereto (the "Declaration"), is on file in the office of the
Secretary of the Commonwealth of Massachusetts, provides that the name Dean
Witter Variable Investment Series refers to the Trustees under the Declaration
collectively as Trustees, but not as individuals or personally; and no Trustee,
shareholder, officer, employee or agent of Dean Witter Variable Investment
Series shall be held to any personal liability, nor shall resort be had to their
private property for the satisfaction of any obligation or claim or otherwise,
in connection with the affairs of said Dean Witter Variable Investment Series,
but the Trust Estate only shall be liable.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of April 17, 1996.

Companies:

NORTHBROOK LIFE INSURANCE COMPANY

By:
-----------------------------------
ATTEST:
- ---------------------------------------------------------------------

ALLSTATE LIFE INSURANCE COMPANY
OF NEW YORK

By:
-----------------------------------
ATTEST:
- ---------------------------------------------------------------------

GLENBROOK LIFE AND ANNUITY COMPANY

By:
-----------------------------------
ATTEST:
- ---------------------------------------------------------------------
Trust:

DEAN WITTER VARIABLE INVESTMENT
SERIES

By:
-----------------------------------
ATTEST:
- ---------------------------------------------------------------------

Distributor:

DEAN WITTER DISTRIBUTORS INC.

By:
-----------------------------------
ATTEST:
- ---------------------------------------------------------------------

<PAGE>

As of April 17, 1996

SCHEDULE A
ACCOUNTS AND PORTFOLIOS
SUBJECT TO THE PARTICIPATION AGREEMENT

NAME OF SEPARATE ACCOUNT AND
NAME OF DATE ESTABLISHED BY BOARD OF FUND PORTFOLIOS
APPLICABLE
INSURANCE COMPANY DIRECTORS TO CONTRACTS
- ------------- ------------ ---------------

Northbrook Variable Annuity
Northbrook Life Insurance Company Account (February 14, 1983) All
- ----------------------------- -------------------------- -----------------------
Northbrook Variable Annuity
Account II (May 18, 1990)
- -------------------------------- -----------------------
Northbrook Variable Annuity
Account III (April 8, 1996)
- -------------------------------- -----------------------
Northbrook Life Variable Life
Separate Account A (January
15, 1996)
- -------------------------------- ----------------------- -----------------------
Allstate Life of New York
Allstate Life Insurance Company Variable Annuity Account
of New York (June 26, 1987) All
- -------------------------------- ----------------------- -----------------------
Allstate Life of New York
Variable Annuity Account II
(June 28, 1990)
- -------------------------------- ----------------------- -----------------------
Glenbrook Life Multi-Manager
Variable Account (January 15,
Glenbrook Life and Annuity Company 1996) All
- -------------------------------- ----------------------- -----------------------
Glenbrook Life Variable Life Dividend Growth Portfolio European
Separate Account A (January Growth Portfolio Quality Income Plus
15, 1996) Portfolio Utilities Portfolio
- -------------------------------- ----------------------- -----------------------

<PAGE>

GLENBROOK LIFE AND ANNUITY COMPANY
LAW AND REGULATION DEPARTMENT
3100 Sanders Road, J5D
Northbrook, Illinois 60062
Direct Dial Number 847.402.2400
Facsimile 847.402.4371

Michael J. Velotta
Vice President, Secretary
and General Counsel

August 13, 1996

TO: GLENBROOK LIFE AND ANNUITY COMPANY
NORTHBROOK, ILLINOIS 60062

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

RE: FORM N-4 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF
1940
FILE NO. 333-00999, 811-07541

With reference to the Registration Statement on Form N-4 filed by Glenbrook
Life and Annuity Company with the Securities and Exchange Commission covering
the Flexible Premium Deferred Variable Annuity Contracts ("Contracts"), I have
examined such documents and such law as I have considered necessary and
appropriate, and on the basis of such examination, it is my opinion that:

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

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

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

Sincerely,

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

<PAGE>

INDEPENDENT AUDITOR'S CONSENT

We consent to the use in the Pre-Effective Amendment No. 2 to Registration
Statement No. 333-00999 of Glenbrook Life and Annuity Company on Form N-4 of
our report dated March 1, 1996 relating to the financial statements and
financial statement schedule of Glenbrook Life and Annuity Company, appearing
in the Prospectus, which is part of such Registration Statement, and to the
reference to us under the heading "Experts" in such Prospectus.

/s/ DELOITTE & TOUCHE LLP

Chicago Illinois
August 19, 1996

<PAGE>

[LETTERHEAD]

July 11, 1996

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

Ladies and Gentlemen:

We hereby consent to the reference to our name under the caption
"Legal Matters" in the prospectus filed as part of Pre-Effective Amendment No. 2
to the Registration Statement on Form N-4 (File No. 333-00999) filed by
Glenbrook Life Multi-Manager Variable Account for certain variable annuity
contracts. In giving this consent, we do not admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act of
1933.

Very truly yours,

SUTHERLAND, ASBILL & BRENNAN

By: /s/ Stephen E. Roth
---------------------
Stephen E. Roth

<PAGE>
POWER OF ATTORNEY

WITH RESPECT TO THE GLENBROOK LIFE
MULTI-MANAGER VARIABLE ACCOUNT

Know all men by these presents that Kevin R. Slawin, 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 N-4 registration
statements and amendments thereto for the Glenbrook Life Multi-Manager
Variable Account 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.

August 22, 1996
---------------------
Date

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

<PAGE>
POWER OF ATTORNEY

WITH RESPECT TO THE GLENBROOK LIFE
MULTI-MANAGER VARIABLE ACCOUNT

Know all men by these presents that John R. Hunter, 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 N-4 registration
statements and amendments thereto for the Glenbrook Life Multi-Manager
Variable Account 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.

August 22, 1996
-----------------------
Date

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