GLENBROOK LIFE VARIABLE LIFE SEPARATE ACCOUNT B, S-6EL24, 1997-06-02

GLENBROOK LIFE VARIABLE LIFE SEPARATE ACCOUNT B
S-6EL24, 1997-06-02

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As filed with the Securities and Exchange Commission on May 30, 1997.

Registration No. 333-

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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GLENBROOK LIFE VARIABLE LIFE SEPARATE ACCOUNT B

(Exact Name of Trust)

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

MICHAEL J. VELOTTA, ESQUIRE
GLENBROOK LIFE AND ANNUITY COMPANY
3100 SANDERS ROAD
NORTHBROOK, IL 60062

(Name and Complete Address of Agent for Service)

Copy to:
JOAN E. BOROS, ESQUIRE
KATTEN, MUCHIN & ZAVIS
1025 THOMAS JEFFERSON STREET, N.W.
WASHINGTON, D.C. 20007-5201

Securities being offered -- flexible premium variable universal life insurance
contracts.

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

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

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

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<PAGE>

GLENBROOK LIFE AND ANNUITY COMPANY
FLEXIBLE PREMIUM
VARIABLE UNIVERSAL LIFE INSURANCE CONTRACTS

3100 SANDERS ROAD
NORTHBROOK, IL 60062
TELEPHONE (800) 755-5275
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This prospectus describes the "Glenbrook [PRODUCT NAME] Variable
Universal Life," a flexible premium variable universal life insurance contract
(the "Contract") offered by Glenbrook Life and Annuity Company ("we" or "us" or
the "Company") for prospective insured persons age 18-85. The Contract is
designed to provide both life insurance protection and flexibility in connection
with premium payments and death benefits. The Contract Owner may, subject to
certain restrictions, vary the frequency and amount of the premium payments and
increase or decrease the level of life insurance benefits payable under the
Contract. This flexibility allows the Contract Owner to provide for changing
insurance needs within the confines of a single insurance contract.

The Company will not accept any premium which would cause the Contract
not to qualify as a life insurance contract under the Internal Revenue Code (the
"Code"). In addition, we will not initially accept any premium which would cause
the Contract to become a modified endowment contract under the Internal Revenue
Code. For the Company to accept a premium that would cause the Contract to
become a modified endowment contract, we must first receive from the Contract
Owner written acknowledgment of his or her understanding that, upon acceptance
of the premium, the Contract will become a modified endowment contract.

The Contract provides for a Death Benefit payable upon the Insured's
death. The Proceeds payable to the beneficiary equal the Death Benefit less any
Indebtedness and less any unpaid Monthly Deduction Amounts occurring during a
Grace Period (if applicable). The Contract Owner may choose one of two Death
Benefit options: (1) a level amount which generally equals the Specified Amount
of the Contract; or (2) a variable amount which generally equals the Specified
Amount plus the Account Value. While the Contract remains in force, the Death
Benefit will not be less than the maximum of the current Specified Amount of the
Contract or the Account Value multiplied by the Death Benefit Ratio. The minimum
Specified Amount of the Contract is $50,000. The Contract is guaranteed to stay
in force for the first three contract years regardless of the level of the cash
surrender value as long as the Contract Owner pays a specified minimum premium
(see page x). In addition, the Contract can be guaranteed to stay in force and
provide a Guaranteed Minimum Death Benefit for a specified period through the
payment of a Guarantee Period Premium (see page X).

There is no guaranteed minimum Account Value for the Contract. The
Account Value of the Contract will vary up or down to reflect the investment
experience of the Portfolios to which premiums have been allocated. The Contract
Owner bears the investment risk for all amounts so allocated. The Account Value
will also reflect the amount of premium payments, any partial withdrawals, and
any charges imposed. The Contract continues in effect while the Cash Surrender
Value is sufficient to pay the monthly charges under the Contract ("Monthly
Deduction Amount").

Premiums are allocated to the Glenbrook Life Variable Life Separate
Account B (the "Variable Account"). The Variable Account will invest in shares
of one or more managed investment companies (the "Funds") each of which will
have multiple investment portfolios (the "Portfolios"). All of the Portfolios 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 ("VIP") and
Fidelity Variable Insurance Products Fund II ("VIP II")(collectively, the
"Fidelity Funds")

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

- American Century Variable Portfolios, Inc., (the "American
Century Funds")

The Dean Witter Fund has four available Portfolios: (1) VIS Dividend
Growth (2) VIS European Growth (3) VIS Quality Income Plus and (4) VIS
Utilities. The Dreyfus Funds have four available Portfolios: (1) VIF Growth
and Income (2) VIF Money Market (3) The Dreyfus Socially Responsible Growth
Fund, Inc. and (4) VIF Small Company Stock. The Fidelity Funds have three
available Portfolios: (1) VIP II Contrafund (2) VIP Growth and (3) VIP High
Income. The MFS Fund has two available Portfolios: (1) MFS Emerging Growth
Series and (2) MFS Limited Maturity Series. The American Century Funds have
two available Portfolios: (1) American Century VP Balanced and (2) American
Century VP International.

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

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

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

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

The Contracts may not be available in all states.

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

THE DATE OF THIS PROSPECTUS IS , 1997.

<PAGE>

TABLE OF CONTENTS

<S> <C>
Page
SUMMARY.................................................................................................................
SPECIAL TERMS...........................................................................................................
THE COMPANY.............................................................................................................
THE VARIABLE ACCOUNT....................................................................................................
General..............................................................................................................
Funds................................................................................................................
THE CONTRACT............................................................................................................
Application for a Contract...........................................................................................
Premiums.............................................................................................................
Allocation of Premiums...............................................................................................
Accumulation Unit Values.............................................................................................
DEDUCTIONS AND CHARGES..................................................................................................
Monthly Deductions...................................................................................................
Cost of Insurance Charge..........................................................................................
Monthly Administrative Expense Charge.............................................................................
Other Deductions.....................................................................................................
Mortality and Expense Risk Charge.................................................................................
Taxes Charged Against the Variable Account........................................................................
Charges Against the Funds.........................................................................................
Premium Expense Charge............................................................................................
Surrender Charge..................................................................................................
CONTRACT BENEFITS AND RIGHTS............................................................................................
Death Benefit........................................................................................................
Three Year Continuation Period ......................................................................................
Guarantee Period ....................................................................................................
Accelerated Death Benefit............................................................................................
Other Benefits.......................................................................................................
Account Value........................................................................................................
Transfer of Account Value............................................................................................
Dollar Cost Averaging................................................................................................
Automatic Rebalancing................................................................................................
Contract Loans.......................................................................................................
Amount Payable on Surrender of the Contract..........................................................................
Partial Withdrawals..................................................................................................
Maturity.............................................................................................................
Lapse and Reinstatement..............................................................................................
Cancellation and Exchange Rights.....................................................................................
Suspension of Valuation, Payments and Transfers......................................................................
THE FIXED ACCOUNT.......................................................................................................
Introduction .......................................................................................................
General Description.................................................................................................
OTHER MATTERS...........................................................................................................
Voting Rights........................................................................................................
Statements to Contract Owners........................................................................................
Limit on Right to Contest............................................................................................
Misstatement as to Age and Sex.......................................................................................
Payment Options......................................................................................................
Beneficiary..........................................................................................................
Assignment...........................................................................................................
Dividends............................................................................................................
EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY.........................................................................
DISTRIBUTION OF THE CONTRACTS...........................................................................................
SAFEKEEPING OF THE VARIABLE ACCOUNT'S ASSETS............................................................................
FEDERAL TAX CONSIDERATIONS..............................................................................................
Introduction.........................................................................................................
Taxation of the Company and the Variable Account....................................................................
Taxation of Contract Benefits........................................................................................
Modified Endowment Contracts.........................................................................................
Diversification Requirements.........................................................................................
Ownership Treatment..................................................................................................
Policy Loan Interest.................................................................................................
ADDITIONAL INFORMATION ABOUT THE COMPANY................................................................................
LEGAL PROCEEDINGS.......................................................................................................
LEGAL MATTERS...........................................................................................................
REGISTRATION STATEMENT..................................................................................................
EXPERTS.................................................................................................................
FINANCIAL INFORMATION...................................................................................................
FINANCIAL STATEMENTS....................................................................................................
APPENDIX A..............................................................................................................

</TABLE>

<PAGE>

SUMMARY

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

THE CONTRACT

The Contracts are life insurance contracts with death benefits, cash values, and
other traditional life insurance features. The Contracts are "variable." This
means that unlike the fixed benefits of ordinary universal life insurance, the
Account Value will increase or decrease based on the investment experience of
the investment Portfolios of the Funds to which premiums have been allocated.
Similarly, the Death Benefit may increase or decrease under some circumstances,
but so long as the Contract remains in effect, the Death Benefit will be at
least equal to the greater of the Specified Amount or the Account Value
multiplied by the Death Benefit ratio under your Contract if no withdrawals are
made. The Contracts are credited with units ("Accumulation Units") to calculate
cash values. The Contract Owner may transfer the Account Value among the
multiple sub-accounts ("Variable Sub-Accounts") of the Variable Account.

The Contracts are issued on a single life basis and provide a death
benefit payable to the beneficiary if the insured dies while the Contract is In
Force.

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

THE VARIABLE ACCOUNT AND THE FUNDS

The Variable Account funds the Contracts offered by this prospectus. The
Variable Account is a unit investment trust registered as such with the
Securities and Exchange Commission under the Investment Company Act of 1940, as
amended (the "1940 Act"). The Variable Sub-Accounts each invest in a
corresponding Portfolio of the Funds.

Applicants should read the prospectuses for the Funds in connection
with the purchase of a Contract. The investment objectives of the portfolios are
briefly summarized below under "Funds", page 8. Presently, the Variable Account
invests in shares of the following Funds:
<TABLE>
<S> <C> <C>

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

- American Century Variable Portfolios, Inc. (the "American Century
Funds").

The assets of each Portfolio are accounted for separately from the
other Portfolios and each has distinct investment objectives and policies which
are briefly summarized on Page ___ of this prospectus and described more fully
in the accompanying prospectuses for the Funds.
</TABLE>

<PAGE>

PREMIUMS

The Contract requires the Contract Owner to pay an initial premium due by the
Contract Date which must be paid in advance. The Contract Owner may make premium
payments at any time and in any amount while the Contract is In Force, subject
to certain conditions.

- Premium payments may be made at any time and in any amount
necessary to avoid termination of the Contract

- The Company will not accept any premium which would cause the
Contract not to qualify as a life insurance contract under the Code, unless the
Contract Owner submits a written request to increase the specified amount to an
amount able to sustain the additional premium. The request to increase the
specified amount will require evidence of insurability and approval by the
Company.

- The Company will not accept any premium which would cause the
Contract to become a modified endowment contract (see , page ) under the Code,
unless the Contract Owner provides written acknowledgment of the Contract
Owner's understanding that the Contract will become a modified endowment
contract.

DEDUCTIONS AND CHARGES

On each Monthly Activity Date, the Company will deduct a Monthly Deduction
Amount from the Account Value. The Monthly Deduction Amount will be taken
proportionately from the Variable Sub-Accounts and the Fixed Account to which
the Account Value is allocated. The Monthly Deduction Amount includes a cost of
insurance charge, monthly administrative expense charge, and the monthly charges
for any additional benefits selected. The monthly cost of insurance charge is to
cover the Company's anticipated mortality costs. In addition, the Company will
deduct from the Account Value a monthly administrative charge (currently $20.00
for the first Contract Year and $7.50 per month thereafter). This charge
compensates the Company for administrative expenses incurred in the
administration of the Variable Account and the Contracts. The Company will also
deduct from the Variable Account a daily charge equal to an annual rate of 0.60%
for the mortality and expense risks the Company assumes in relation to the
Contracts. If the Cash Surrender Value is not sufficient to cover a Monthly
Deduction Amount due on any Monthly Activity Date, the Contract may lapse. See
"Deductions and Charges -- Monthly Deductions," page 12, and "Contract Benefits
and Rights -- Lapse and Reinstatement," page 17.

A premium expense charge (currently 4%) will be deducted from each premium
received prior to being allocated to the Variable Sub-accounts or the Fixed
Account. This charge compensates the Company for premium taxes imposed by
various states and for federal taxes resulting from the applicaiton of Section
848 of the Code.

Prospective owners of the Contract should review the prospectuses for the Funds
which accompany this Prospectus for a description of the charges and expenses
borne by the Funds in connection with each Fund's respective operations.

When a partial withdrawal is made, a partial withdrawal fee will be deducted
from the Account Value (currently, the lesser of $25 or 2% of the amount
withdrawn).

<PAGE>

A full surrender of the Contract will be subject to a surrender charge as set
forth below:
<TABLE>
<CAPTION>
Schedule of Surrender Charges

<S> <C>
CONTRACT YEAR SURRENDER CHARGE**
1-7 .................................................. 30%
8 .................................................. 27%
9 .................................................. 24%
10 .................................................. 20%
11 .................................................. 16%
12 .................................................. 12%
13 .................................................. 8%
14 .................................................. 4%
15 .................................................. 0%
</TABLE>

** Surrender Charge as a Percentage of the lesser of the
premium paid or the Target Premium.

The Surrender Charge is imposed to cover a portion of the sales expense incurred
by the Company in distributing the Contracts. This expense includes agents'
commissions, advertising and the printing of prospectuses. See "Deductions and
Charges -- Other Deductions -- Surrender Charge," page 14.

For a discussion of the tax consequences of a full or a partial withdrawal, see
"Federal Tax Considerations," page 23.

DEATH BENEFIT

If the Insured dies while the Contract is In Force, we will pay the Death
Benefit (less any Indebtedness and certain unpaid Monthly Deduction Amounts) to
the beneficiary. The Contract Owner may choose one of two Death Benefit options:
a level amount which generally equals the Specified Amount of the Contract; or a
variable amount which generally equals the Specified Amount plus the Account
Value. As long as the Contract remains In Force, the Death Benefit under either
option will be at least equal to the greater of the current Specified Amount of
the Contract; or the Account Value multiplied by the applicable Death Benefit
ratio set forth in the Contract. See "Contract Benefits and Rights -- Death
Benefit," page 15.

ACCOUNT VALUE

The Account Value of the Contract will increase or decrease to reflect both the
investment experience of the Portfolios to which Account Value is allocated, and
deductions for the mortality and expense risk charge and the Monthly Deduction
Amount. The Account Value also includes the value of the Fixed Account and the
value of the Loan Account, if any. There is no minimum guaranteed Account Value.
The Contract Owner therefore bears the entire risk of the investment in the Fund
Portfolios. See "Contract Benefits and Rights -- Account Value," page 15.

THREE YEAR CONTINUATION PERIOD

The Contract is guaranteed to stay In Force for the first three contract years
if total premiums paid less the amount of any partial withdrawals and
indebtedness equals or exceeds the Cumulative Minimum Premium. See "Contract
Benefits and Rights -- Three Year Continuation Period," page 15.

<PAGE>

GUARANTEE PERIOD

The Contract will not be terminated during the guarantee period even if the cash
surrender value is zero as long as the amount of the cumulative premiums paid
less partial withdrawals and Contract Loans is less than the Cumulative
Guarantee Period Premium. The Contract Owner can select one of three options for
the Guarantee Period: (1) no guarantee period; (2) the maximum of 10 years or
the Insured's attained age 65; or (3) a lifetime Guarantee Period. See "Contract
Benefits and Rights -- Guarantee Period," page 15.

CONTRACT LOANS

A Contract Owner may obtain a cash loan from the Company. Loans are secured by
the Contract. The maximum amount available for such loans is 90% of the
Contract's Cash Value, less 100% of any loans existing on the date of the loan
request.

LAPSE

Under certain circumstances a Contract may terminate if the Cash Surrender Value
on any Monthly Activity Date is less than the required Monthly Deduction Amount.
The Company will give written notice to the Contract Owner and a 61 day grace
period during which additional amounts may be paid to continue the Contract and
avoid lapse of the Contract. See "Contract Benefits and Rights -- Contract
Loans," page 16 and "Lapse and Reinstatement," page 17.

CANCELLATION AND EXCHANGE RIGHTS

A Contract Owner has a limited right to return his or her Contract for
cancellation. If the Contract Owner returns the Contract for cancellation, by
mail or hand delivery, to the agent who sold the Contract, within 45 days of the
date of the execution of the application for the Contract, or within 10 days
after receipt of the Contract by the Contract Owner (in some states, this
free-look period is longer), the Company will return to the Contract Owner
within 7 days thereafter the premiums paid for the Contract adjusted to reflect
any investment gain or loss resulting from allocation to the Variable Account
prior to the date of cancellation, unless state law requires a return of premium
without such adjustments. In those states where the Company is required to
return the premiums paid upon cancellation of the Contract at the end of the
free look period, and where it has been approved by the appropriate state, the
Company reserves the right to allocate all premium payments made prior to the
expiration of the free-look period to the Money Market Sub-account of the
Variable Account.

Once the Contract is in effect, it may be exchanged during the first 24 months
after issuance for a contract on the life of the Insured without requiring proof
of insurability. The new contract value will not vary with the investment
experience of the Variable Account. See "Contract Benefits and Rights --
Cancellation and Exchange Rights," page 18.

TAX CONSEQUENCES

The current Federal tax law generally excludes all death benefit payments from
the gross income of the Contract beneficiary. Some of these Contracts may be
classified as modified endowment contracts. This status does not affect the
Contracts' classification as life insurance, nor does it affect the exclusion of
death benefit payments from gross income. However, loans, distributions or other
amounts received under a modified endowment contract may be subject to a 10% tax
penalty and are taxed to the extent of accumulated earnings in the Contract
(generally, the excess of Account Value over premiums paid). See "Federal Tax
Considerations," page 23.

<PAGE>
SPECIAL TERMS

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

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

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

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

Cash Value: The Account Value less any applicable surrender charges.

Cash Surrender Value: The Cash Value less all Indebtedness, if
applicable.

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

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

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

Contract Years: Annual periods computed from the Contract Date.

Cumulative Minimum Premium: An amount calculated by dividing the
guarantee period premium shown on page 3 of your Contract by 12, and multiplying
the result by the number of Contract months since issue. See your Contract for
further information.

Death Benefit: The greater of the Death Benefit option under the
Contract or the Account Value on the date of death multiplied by the death
benefit ratio as specified in the Contract.

Fixed Account: The portion of the Account Value invested in the general
account of the company.

Funds: The registered management investment companies in which assets
of the Variable Account may be invested.

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

In Force: A term used to describe when the Insured's life is covered
under the terms of the Contract.

Initial Death Benefit: The Initial Death Benefit under a Contract is
shown on the Contract Data page. The Contract Owner may choose one of two Death
Benefit options: a level amount which generally equals the Specified Amount of
the Contract; or, a variable amount which generally equals the Specified Amount
plus the Account Value.

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

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

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

<PAGE>

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

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

Target Premium: The premium which determines the amount of any
surrender charges applied to the Contract.

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

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

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

Variable Sub-Accounts: The subaccounts of the Variable Account used to
allocate a Contract Owner's Account Value, less Indebtedness, among the
Portfolios of the Funds.

<PAGE>
THE COMPANY

The Company is the issuer of the Contract. The Company is a stock life insurance
company organized under the laws of Illinois in 1992. The Company was originally
organized under the laws of 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."
The Company is licensed to operate in the District of Columbia and all states
except New York. The Company intends to market the Contract in those
jurisdictions in which it is licensed to operate. The Company's home office is
located at 3100 Sanders Road, Northbrook, Illinois 60062.

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

THE VARIABLE ACCOUNT

GENERAL

Glenbrook Life Variable Life Separate Account B is a separate account of the
Company established on May 1, 1997 pursuant to the insurance laws of Illinois.
The Variable Account is organized as a unit investment trust and registered as
such with the Securities and Exchange Commission under the 1940 Act. The
Variable Account meets the definition of "separate account" under federal
securities law. Under Illinois law, the assets of the Variable Account are held
exclusively for the benefit of Contract Owners and persons entitled to payments
under the Contracts. The assets of the Variable Account are not chargeable with
liabilities arising out of any other business which the Company may conduct.

FUNDS

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 the Funds' 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 currently
available for investment by the Variable Account are listed below.

I. DEAN WITTER FUND

- VIS Dividend Growth Portfolio -- seeks to provide reasonable current
income and long-term growth of income and capital by investing primarily in
common stock of companies with a record of paying dividends and the potential
for increasing dividends.

- VIS European Growth Portfolio -- seeks to maximize the capital
appreciation on its investments by investing primarily in securities issued by
issuers located in Europe.

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

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

<PAGE>

Dean Witter InterCapital Inc. ("InterCapital"), Two World Trade Center, New
York, New York 10048, is the investment manager for the Dean Witter Fund.
InterCapital is a wholly owned subsidiary of Dean Witter, Discover & Co.
InterCapital is registered with the Securities and Exchange Commission as an
investment adviser.

On February 5, 1997, Dean Witter, Discover & Co. and Morgan Stanley Group Inc.
announced that they had entered into an Agreement and Plan of Merger, with the
combined company to be named Morgan Stanley, Dean Witter, Discover & Co. It is
currently anticipated that the transaction will close in mid-1997. Thereafter,
InterCapital will be a direct subsidiary of Morgan Stanley, Dean Witter,
Discover & Co. Morgan Grenfell Investment Services Limited, located at 20
Finsbury Circus, London, England, is the sub-advisor of the VIS European Growth
Portfolio.

II. DREYFUS FUNDS

- VIF Growth & Income Portfolio -- seeks to provide long-term capital
growth, current income and growth of income, consistent with reasonable
investment risk.

- VIF Money Market Portfolio -- seeks to provide as high a level of
current income as is consistent with the preservation of capital and the
maintenance of liquidity.

- The Dreyfus Socially Responsible Growth Fund, Inc. -- seeks to
provide capital growth. Current income is a secondary goal. Invests principally
in common stocks, or securities convertible into common stock, of companies
which, in the opinion of the Fund's management, not only meet traditional
investment standards, but also show evidence that they conduct their business in
a manner that contributes to the enhancement of the quality of life in America.
The Dreyfus Socially Responsible Growth Fund, Inc. currently is not available
for investment by the Variable Account. Please consult your sales representative
for future availability.

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

The Dreyfus Corporation, 200 Park Avenue, New York, New York 10166, was formed
in 1947 and serves as the Dreyfus Fund's investment manager. The Dreyfus
Corporation is a wholly owned subsidiary of Mellon Bank, N.A., which is, in
turn, a wholly owned subsidiary of Mellon Bank Corporation. NCM Capital
Management Group, Inc., 105 West Main Street, Durham, North Carolina 27701,
serves as sub- investment adviser to the Dreyfus Socially Responsible Growth
Fund, Inc.

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.

III. FIDELITY FUNDS

- VIP II Contrafund -- seeks capital appreciation by investing in
companies that the adviser, 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 Fidelity Funds.

<PAGE>

IV. MFS FUND

- MFS 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.

- MFS 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 of its Portfolios pursuant to an Investment Advisory Agreement
with MFS Variable Insurance Trust. Under this agreement, MFS provides each
Portfolio with overall investment advisory and administrative services, as well
as general office facilities.

V. AMERICAN CENTURY FUNDS

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

- American Century VP International -- the investment objective of
American Century VP 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 Portfolio will invest primarily in securities of issuers
located in developed markets.

American Century Investment Management, Inc. serves as the investment manager of
American Century Funds. Its principal place of business is American 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.

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

The assets of each Portfolio are held separate from the assets of the other
Portfolios, and each Portfolio has its own distinct investment objective and
policies. Each Portfolio operates as a separate investment fund, and the income,
gains, and losses of one Portfolio generally have no effect on the investment
performance of any other Portfolio.

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 also find more complete information
about the risks associated with each Portfolio in the accompanying prospectuses.
You should read the prospectuses for the Funds in conjunction with this
Prospectus.

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

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

<PAGE>

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

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

Each Portfolio is subject to certain investment restrictions and policies which
may not be changed without the approval of a majority of the shareholders of the
Portfolio. See the accompanying prospectuses of the Funds for further
information.

THE CONTRACT

APPLICATION FOR A CONTRACT

Individuals wishing to purchase a Contract must submit an application to the
Company. A Contract will be issued only on the lives of Insureds age 18-85 who
supply evidence of insurability satisfactory to the Company. Acceptance is
subject to the Company's underwriting rules and the Company reserves the right
to reject an application for any lawful reason. If a Contract is not issued, the
premium will be returned to you. No change in the terms or conditions of a
Contract will be made without the consent of the Contract Owner.

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

Under current underwriting rules, a proposed Insured is eligible for simplified
underwriting without a medical examination if his or her application responses,
initial death benefit, and issue age meet simplified underwriting standards.
Customary underwriting standards will apply to all other proposed Insureds.

If the initial death benefit is over the limits established from time to time by
the Company (currently $2,000,000), the initial payment will not be accepted
with the application. In other cases where we receive the initial payment with
the application, we will provide fixed conditional insurance during underwriting
according to the terms of a conditional receipt. The fixed conditional insurance
will be the amount applied for, up to a maximum that varies by age.

<PAGE>

PREMIUMS

The Contract requires the Contract Owner to pay an initial required premium due
by the Contract Date. Additional premium payments may be made at any time, and
in any amount necessary to avoid termination of the Contract, subject to the
following conditions:

- The Company will not accept any premium which would cause the
Contract not to qualify as a life insurance contract under the Code. If this
occurs, for us to accept this premium, we must receive a written request from
you to increase the specified amount to an amount able to sustain the additional
premium. The request to increase the specified amount will require evidence of
insurability and approval by the Company.

- The Company will not accept any premium which would cause the
Contract to become a modified endowment contract (see , page ) under the Code.
If this occurs, in order for the Company to accept this premium, the Company
must first receive from the Contract Owner written acknowledgment of the
Contract Owner's understanding that the Contract will become a modified
endowment contract.

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

ALLOCATION OF PREMIUMS

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

ACCUMULATION UNIT VALUES

The Accumulation Unit Value for each Variable Sub-Account will vary to reflect
the investment experience of the corresponding Portfolio and will be determined
on each Valuation Day by multiplying the Accumulation Unit Value of the
particular Variable Sub-Account on the preceding Valuation Day by a "Net
Investment Factor" for that Sub-Account for the Valuation Period then ended. The
Net Investment Factor for each Variable Sub-Account is determined by first
dividing (A) the net asset value per share of the corresponding Portfolio at the
end of the current Valuation Period (plus the per share dividends or capital
gains distributions by that portfolio if the ex-dividend date occurs in the
Valuation Period then ended), by (B) the net asset value per share of the
corresponding Portfolio at the end of the immediately preceding Valuation
Period; and then subtracting from the result an amount equal to the daily
deductions for mortality and expense risk charges imposed during the Valuation
Period. Applicants should refer to the prospectuses for the Funds which
accompany this Prospectus for a description of how the assets of each Fund are
valued since the determination has a direct bearing on the Accumulation Unit
Value of the corresponding Sub-Account, and, therefore the Account Value of a
Contract. See "Contract Benefits and Rights -- Account Value," page 15.

<PAGE>

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

Specialized Uses of the Contract: Because the Contract provides for an
accumulation of Cash Value as well as a Death Benefit, the Contract can be used
for various individual and business financial planning purposes. Purchasing the
Contract in part for such purposes entails certain risks. For example, if the
investment performance of the Variable Sub-Accounts to which Account Value is
allocated is poorer than expected or if sufficient premiums are not paid, the
Contract may lapse or may not accumulate sufficient Account Value to fund the
purpose for which the Contract was purchased. Withdrawals and Contract loans may
significantly affect current and future Account Value, Cash Surrender Value, or
Death Benefit proceeds. Depending upon the investment performance of the
Portfolios to which the Variable Sub-Accounts correspond, and the amount of a
Contract loan, the loan may cause a Contract to lapse. Because the Contract is
designed to provide benefits on a long-term basis, before purchasing a Contract
for a specialized purpose, you should consider whether the long-term nature of
the Contract is consistent with the purpose for which it is being considered.
Using a Contract for a specialized purpose may have tax consequences. (See
"Federal Tax considerations," Page 23.)

DEDUCTIONS AND CHARGES

MONTHLY DEDUCTIONS

On each Monthly Activity Date including the Contract Date, the Company will
deduct from the Account Value attributable to the Variable Account an amount
(the "Monthly Deduction Amount") to cover charges and expenses incurred in
connection with a Contract. Each Monthly Deduction Amount will be deducted pro
rata from each Variable Sub-Account and the Fixed Account attributable to the
Contract. The deduction will be such that the proportion of Account Value of the
Contract attributable to each Sub-Account and to the Fixed Account remains the
same before and after the deduction. The Monthly Deduction Amount will vary
monthly. If the Cash Surrender Value is not sufficient to cover a Monthly
Deduction Amount due on any Monthly Activity Date, the Contract may lapse. See
"Contract Benefits and Rights -- Lapse and Reinstatement," page 17. The
following is a summary of the monthly deductions and charges which constitute
the Monthly Deduction Amount.

Cost of Insurance Charge: The cost of insurance charge covers the Company's
anticipated mortality costs for standard and substandard risks. The current cost
of insurance charge will not exceed the guaranteed cost of insurance charge.
This charge is the maximum annual cost of insurance per $1,000 as indicated in
the Contract, multiplied by the difference between the Death Benefit and the
Account Value (both as determined on the Monthly Activity Date), divided by
$1,000, and divided by 12. For standard risks, the guaranteed cost of insurance
rate is based on the 1980 Commissioners' Standard Ordinary Mortality Table, age
last birthday. (Unisex rates may be required in some states). A table of
guaranteed cost of insurance charges per $1,000 will be included in each
Contract; however, the

Company reserves the right to use rates less than those shown in the table.
Substandard risks will be charged at a higher cost of insurance rate that will
not exceed rates based on a multiple of the 1980 Commissioners' Standard
Ordinary Mortality Table, age last birthday. The multiple will be based on the
Insured's substandard rating.

The cost of insurance charge rates are applied to the difference between the
Death Benefit determined on the Monthly Activity Date and the Account Value on
that same date prior to assessing the Monthly Deduction Amount. The difference
between the two amounts is the amount for which the Company is at risk should
the Death Benefit be then payable. (For an explanation of the Death Benefit, see
"Contract Benefits and Rights" on page 15.)

<PAGE>

EXAMPLE:
<TABLE>
<S> <C> <C>
Specified Amount = $100,000
Death Benefit Option = 1
Account Value on the Monthly
Activity Date = $30,000
Insured's Attained Age = 45
Death Benefit Ratio for Age 45 = 2.15
</TABLE>

On the Monthly Activity Date in this example, the Death Benefit as then computed
would be $100,000, because the Specified Amount ($100,000) is greater than the
Account Value multiplied by the applicable Death Benefit ratio ($30,000 x 2.15 =
$64,500). Since the Account Value on that date is $30,000, the cost of insurance
charges per $1000 are applied to the difference between the Death Benefit and
the Account Value($100,000 - $30,000 = $70,000).

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

Because the Account Value and, as a result, the amount for which the Company is
at risk under a Contract may vary monthly, the cost of insurance charge may also
vary on each Monthly Activity Date.

Monthly Administrative Expense Charge: The Company will deduct monthly from the
Account Value an administrative expense charge of $20.00 during the first year
and $7.50 in later years. This charge compensates the Company for administrative
expenses incurred in the administration of the Variable Account and the
Contracts.

All monthly deductions are taken proportionately from the Variable Sub-accounts
and the Fixed Account under your Contract.

OTHER DEDUCTIONS

Mortality and Expense Risk Charge: The Company will deduct from the Variable
Account a daily charge equivalent to an annual rate of 0.60% of the assets of
each Variable Sub-account for the mortality and expense risks the Company
assumes in relation to the Contracts. The mortality risk assumed includes the
risk that the cost of insurance charges specified in the Contract will be
insufficient to meet claims. The Company also assumes a risk that, on the
Monthly Activity Date preceding the death of an Insured, the Death Benefit will
exceed the amount on which the cost of insurance charges were based. The expense
risk assumed is that expenses incurred in issuing and administering the
Contracts will exceed the administrative charges set in the Contract.

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

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

<PAGE>

<TABLE>
<CAPTION>
FUND EXPENSES
(AS A PERCENTAGE OF PORTFOLIO ASSETS)

as of
<S> <C> <C> <C>
TOTAL FUND
MANAGEMENT OTHER ANNUAL
PORTFOLIO FEES EXPENSES EXPENSES
- --------- -------- -------- --------
Dean Witter VIS Dividend Growth . . . . . . . . . . 0.56%(1) 0.01% 0.57%
Dean Witter VIS European Growth . . . . . . . . . . 1.00% 0.11% 1.11%
Dean Witter VIS Utilities . . . . . . . . . . . . . 0.65%(2) 0.02% 0.67%
Dean Witter VIS Quality Income Plus . . . . . . . . 0.50%(3) 0.03% 0.53%
Fidelity VIP Growth . . . . . . . . . . . . . . . . 0.61% 0.08% 0.64%(4)
Fidelity VIP High Income. . . . . . . . . . . . . . 0.59% 0.12% 0.71%
Fidelity VIP II Contrafund. . . . . . . . . . . . . 0.61% 0.13% 0.74%(4)
Dreyfus Socially Responsible Growth . . . . . . . . 0.72%(5) 0.24% 0.96%(5)
Dreyfus VIF Small Company Stock . . . . . . . . . . 0.56% 0.19% 0.75%(5)
Dreyfus VIF Growth & Income . . . . . . . . . . . . 0.75% 0.08% 0.83%
Dreyfus VIF Money Market. . . . . . . . . . . . . . 0.50% 0.12% 0.62%
MFS Emerging Growth Series. . . . . . . . . . . . . 0.75%(6) 0.25% 1.00%(6)
MFS Limited Maturity Series . . . . . . . . . . . . 0.55%(6) 0.45% 1.00%(6)
American Century VP International . . . . . . . . . 1.50% 0.00% 1.50%
American Century VP 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 that VIP Growth and VIP Contrafund
pay was used to reduce each portfolio's expenses. In addition, certain funds
have entered into arrangements with their custodian and transfer agent whereby
interest earned on uninvested cash balances was used to reduce custodian and
transfer agent expenses. Including these reductions, the total operating
expenses presented in this table would have been .67% for the VIP Growth
Portfolio and .71% for the VIP Contrafund Portfolio.

(5) From time to time, The Dreyfus Corporation and, with respect to the Dreyfus
Socially Responsible Growth, NCM Capital Management Group, Inc., in their sole
discretion may waive all or part of their fees and/or voluntarily assume certain
expenses. As of the date of this prospectus, certain fees are being waived or
expenses being assumed on a voluntary basis. Without such waivers or
reimbursement, the Management Fees, Other Expenses and Total Fund Annual
Expenses that would have been incurred for the fiscal year ended December 31,
1996 would have been - 0.75%, 0.24% and 0.99%, for the Dreyfus Socially
Responsible Growth respectively; and 0.75%, 0.19% and 0.94%, for the VIF Small
Company Stock respectively. There is no guarantee that any fee waiver or expense
reimbursement will continue in the future.

(6) The Advisor has agreed to bear expenses for each MFS Series, subject to
reimbursement by each Series, such that each Series' "Other Expenses" shall not
exceed the following percentages of the average daily net assets of the Series
during the fiscal year: 0.45% for the Limited Maturity Series and 0.25% for the
Emerging Growth Series. See "Information Concerning Shares of Each Series
Expenses." Otherwise, "Other Expenses" and "Total Operating Expenses" for each
Series would be: 0.41% and 1.16% for Emerging Growth and 7.00% and 7.55% for
Limited Maturity respectively. 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. Each Series may
also 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>

Premium Expense Charge: The premium expense charge is currently equal to an
annual rate of 4.0%. This charge compensates the Company for premium taxes
imposed by various states and local jurisdictions and for federal taxes related
to the receipt of premiums under the Contract and that results from the
application of section 848 of the Code. The premium tax deduction will be
imposed regardless of a Contract Owner's state of residence and, therefore, is
made whether any premium tax applies. The premium expense charge is deducted
from each premium received prior to being allocated to the Variable or Fixed
Account.

Surrender Charge: Upon surrender of the Contract, a Surrender Charge may be
assessed. After the fifteenth Contract Year, no surrender charges will be
assessed. Full surrenders will be subject to a surrender charge as set forth in
the table below:
<TABLE>
<CAPTION>

SCHEDULE OF SURRENDER CHARGES

** Surrender Charge as a Percentage of the lesser of the
premium paid or the Target Premium.
</TABLE>

CONTRACT BENEFITS AND RIGHTS

DEATH BENEFIT

The Contracts provide for the payment of Death Benefit Proceeds to the named
beneficiary when the Insured under the Contract dies. The Proceeds payable to
the beneficiary equal the Death Benefit less any Indebtedness and less any
unpaid Monthly Deduction Amounts occurring during a Grace Period (if
applicable). The Death Benefit is determined by the Death Benefit option that
exists under the Contract. The Contract Owner may choose one of two Death
Benefit options: a level amount which generally equals the Specified Amount of
the Contract; or a variable amount which generally equals the Specified Amount
plus the Account Value. As long as the Contract remains In Force, the Death
Benefit will not be less than the greater of the current Specified Amount of the
Contract or the Account Value multiplied by the Death Benefit ratio under the
Contract. The ratios are specified in the Contract and vary according to the
attained age of the Insured. An increase in Account Value due to favorable
investment experience may therefore increase the Death Benefit above the
Specified Amount, and a decrease in Account Value due to unfavorable investment
experience may decrease the Death Benefit (but not below the Specified Amount).
<TABLE>

EXAMPLES:
<S> <C> <C>

A B
Specified Amount: $100,000 $100,000
Death Benefit Option: 1 1
Insured's Age: 45 45
Account Value on Date of Death: $ 48,000 $ 34,000
Death Benefit Ratio: 2.15 2.15

</TABLE>

<PAGE>

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

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

All or part of the proceeds may be paid in cash or applied under an Income Plan.
See "Other Matters -- Payment Options," page 20.

THREE YEAR CONTINUATION PERIOD

All Contracts provide for a three year continuation period which is in effect
until the end of the third Contract Year. On any Monthly Activity Date during
the continuation period, the Company will guarantee that, regardless of Account
Value, the Contract will remain In Force if the amount of cumulative premiums
paid less partial withdrawals and any Indebtedness is greater than or equal to
the Cumulative Minimum Premium.

GUARANTEE PERIOD

The Contract will not be terminated during the guarantee period even if the cash
surrender value is zero. The Contract Owner can select one of three options: (1)
no guarantee period; (2) the greater of 10 years or until the Insured's attained
age 65; or (3) a lifetime guarantee period. The guarantee period will be
terminated prior to the expiration date if the cumulative premiums paid less
partial withdrawals and any indebtedness is less than the cumulative guarantee
period premium. The cumulative guarantee period premium will be calculated by
dividing the Guarantee Period premium shown on page three of your Contract by
12, and multiplying the result by the number of Contract months since issue.

ACCELERATED DEATH BENEFIT

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

<PAGE>

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

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

OTHER BENEFITS

In addition to the accelerated death benefit, several additional benefits are
available to a Contract Owner through amendatory endorsements. The options
available are summarized below. For information on these endorsements, in
addition to the summary below, please refer to the full text of the endorsements
provided with and made a part of the Contract.

WAIVER OF MONTHLY DEDUCTIONS RIDER:

Under this endorsement, all monthly deduction amounts which become due are
waived if the insured becomes disabled before age 60. The waiver will be made
upon the Company's receipt of due proof of disability in a timely manner. Under
the waiver, all benefits under the Contract are available as if the waived
payments had been made when due.

CHILDREN'S LEVEL TERM RIDER:

As shown on page 3 of your Contract, the Company will pay the amount of benefit
in force to the payee (as defined in the endorsement) for each child insured
under this rider. The benefit will be paid upon receipt by the Company of due
proof that the child died on or prior to the earlier of: (a) the Contract
anniversary on which the child's age is 25; or (b) the coverage expiration date
of this rider.

ACCIDENTAL DEATH BENEFIT RIDER:

As shown on page 3 of your Contract, the Company will pay the amount of benefit
in force to the beneficiary upon receipt by the Company of due proof that: (a)
the insured died solely from accidental injury; (b) death occurred within 90
days of the date of the accidental injury; (c) death took place prior to the
Contract Anniversary on which the insured's age is 65; and, (d) the cause of
death is not described in the "Risks Not Covered" provision of this rider.

ADDITIONAL INSURED RIDER:

As shown on page 3 of your Contract, the Company will pay the amount of benefit
in force to the beneficiary upon receipt by the Company of due proof that the
insured died on or prior to the coverage expiration date of this rider.

ACCOUNT VALUE

The Account Value of a Contract will be computed on each Valuation Day. On the
Contract Date, the Account Value is equal to the initial premium less the
premium expense charge and less the Monthly Deduction Amount for the first
Contract month. Thereafter, the Account Value will vary to reflect the
investment experience of the Funds, the value of the Loan Account and the
Monthly Deduction Amounts. There is no minimum guaranteed Account Value.

<PAGE>

The Account Value of a particular Contract is related to the net asset value of
the Portfolios that correspond to the Variable Sub-Accounts to which premiums on
the Contract have been allocated. The Account Value on any Valuation Day is
calculated by multiplying the number of Accumulation Units credited to the
Contract in each Variable Sub-Account as of the Valuation Day by the then
Accumulation Unit Value of that Sub-Account and then summing the result for all
the Sub-Accounts under the Contract and the value of the Fixed Account, plus the
value of the Loan Account. See "The Contract -- Accumulation Unit Values," page
11.

TRANSFER OF ACCOUNT VALUE

While the Contract remains In Force and subject to the Company's transfer rules
then in effect, the Contract Owner may request that part or all of the Account
Value of a particular Variable Sub-Account be transferred to other Variable
Sub-Accounts or to the Fixed Account. The Company reserves the right to impose a
$10 charge on each such transfer in excess of 12 per Contract Year. Currently,
we do not charge for transfers. The minimum amount that can be transferred is
shown on the Contract Data page of the Contract (currently, there is no
minimum).

Transfers from the Fixed Account may be made once each year within 60 days
following the Contract Anniversary. There is no minimum amount which must be
transferred from the Fixed Account. The maximum amount which may be transferred
from the Fixed Account is the greatest of:

(1) 25% of the Account Value allocated to the Fixed Account at the time
of transfer; or
(2) the amount transferred from the Fixed Account in the prior Contract
Year; or
(3) $500.

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

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

DOLLAR COST AVERAGING

Transfers may be made automatically through Dollar Cost Averaging while the
Contract is in force. Dollar Cost Averaging permits the Owner to transfer a
specified amount every month (or some other frequency as may be determined by
the Company) from the Money Market Sub-Account to any other Variable
Sub-Account. The theory of Dollar Cost Averaging is that, if purchases of equal
dollar amounts are made at fluctuating prices, the aggregate average cost per
unit will be less than the average of the unit prices on the same purchase
dates. However, participation in the Dollar Cost Averaging program does not
assure you of a greater profit from your purchases under the program; nor will
it prevent or alleviate losses in a declining market.

AUTOMATIC REBALANCING

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

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

CONTRACT LOANS

While the Contract is in force, a Contract Owner may obtain, without the consent
of the beneficiary (provided the designation of beneficiary is not irrevocable),
a cash loan from the Company. Loans are secured by the Contract. The maximum
amount available for a loan is 90% of the Contract's Cash Value, less the amount
of all Contract loans existing on the date of the loan.

The loan amounts will be transferred proportionately from the Variable
Subaccounts and the Fixed Account to the Loan Account unless the Contract Owner
specifies otherwise. However, the Company will not withdraw amounts from the
Fixed Account equaling more than the total loan multiplied by the ratio of the
Fixed Account to the Account Value immediately preceding the loan. The amounts
allocated to the Loan Account will be credited with interest at the loan
credited rate set forth in the Contract. Loans will bear interest at rates
determined by the Company from time to time, but which will not exceed the
maximum rate indicated in the Contract (currently, 4% per year). The difference
between the value of the Loan Account and the Indebtedness will be transferred
on a pro-rata basis from the Variable Sub-Accounts and the Fixed Account to the
Loan Account on each Contract Anniversary. If the aggregate outstanding loan(s)
and loan interest secured by the Contract exceeds the Cash Value of the
Contract, we will give written notice to the Contract Owner that unless we
receive an additional payment within 61 days to reduce the aggregate outstanding
loan(s) secured by the Contract, the Contract may lapse.

All or any part of any loan secured by a Contract may be repaid while the
Contract is still in effect. When loan repayments or interest payments are made,
the repayment will be allocated among the Variable Sub-Accounts and the Fixed
Account in the same percentage as subsequent payments are allocated (unless the
Contract Owner requests a different allocation), and an amount equal to the
payment will be deducted from the Loan Account. Any outstanding loan at the end
of a Grace Period must be repaid before the Contract will be reinstated. See
"Contract Benefits and Rights -- Lapse and Reinstatement," page 17.

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

AMOUNT PAYABLE ON SURRENDER OF THE CONTRACT

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

The Contract will terminate on the date of receipt of the written request, or
the date the Contract Owner requests the surrender to be effective, whichever is
later. For a discussion of the tax consequences of surrendering the Contract,
see "Federal Tax Considerations," page 23.

The Contract Owner may elect to apply the surrender proceeds to an Income Plan
(see "Other Matters -- Payment Options," page 20).

PARTIAL WITHDRAWALS

While the Contract is in force after the first Contract Year, a Contract Owner
may elect once per year, by written request, to make a partial withdrawal from
the Cash Surrender Value. The minimum partial withdrawal is shown in the
Contract (currently there is no minimum) and the maximum partial withdrawal
amount may not reduce the net Account Value to less than $500; otherwise, the
request will be treated as a request for full surrender. The partial withdrawal
and the partial withdrawal fee (currently the lesser of $25 or 2% of the amount
withdrawn) will be deducted pro rata from each Variable Sub-Account and Fixed
Account, unless the Contract Owner instructs otherwise. However, the Contract
Owner may not withdraw from the Fixed Account more than the total partial
withdrawal multiplied by the ratio of the Fixed Account to the Account Value
immediately preceding the partial withdrawal.

Any Contract with Death Benefit option 1 will also have a reduction in Specified
Amount, in addition to a reduction in Account Value. The Specified Amount after
the partial withdrawal will be reduced by the amount of the partial withdrawal.

For a discussion of the tax consequences of partial withdrawals, see "Federal
Tax Considerations," page 23.

MATURITY

The Contracts have no maturity date.

LAPSE AND REINSTATEMENT

If the Cash Surrender Value is insufficient to cover a Monthly Deduction Amount
due on a Monthly Activity Date, the Contract may lapse. The Company will give
written notice to the Contract Owner that if an amount shown in the notice
(which will be sufficient to cover the Monthly Deduction Amount(s) due) is not
paid within 61 days ("Grace Period"), the Contract will lapse at the end of the
Grace Period. The Contract will not lapse regardless of the cash surrender value
if the three year continuation period or the guarantee period is in effect.

The Contract will continue through the Grace Period. If, before the end of the
Grace Period, the Contract Owner does not pay the amount shown in the notice,
the Contract will terminate at the end of the Grace Period. If the Insured dies
during the Grace Period, the Proceeds payable under the Contract will be reduced
by the Monthly Deduction Amount(s) due and unpaid. See "Contract Benefits and
Rights -- Death Benefit," page 15.

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

CANCELLATION AND EXCHANGE RIGHTS

A Contract Owner has a limited right to return a Contract for cancellation. If
the Contract is returned for cancellation by mail or personal delivery to the
Company, or to the agent who sold the Contract, within 45 days of the date of
the execution of the application for the Contract, or within 10 days after
receipt of the Contract by the Contract Owner (a longer free-look period is
provided in certain states), the Company will return to the Contract Owner,
within 7 days, the premiums paid adjusted to reflect any investment gain or loss
resulting from allocation to the Variable Account prior to the date of
cancellation, unless state law requires a return of premium without adjustment.
If, upon cancellation of the Contract at the end of the free look period, the
Company is required to return the premiums paid, and where approved by the
applicable state, the Company reserves the right to allocate all premium
payments made prior to the expiration of the free-look period to the Money
Market Sub-account of the Variable Account.

Once the Contract is in effect, it may be exchanged during the first 24 months
after its issuance for a nonvariable life insurance contract on the life of the
Insured without evidence of insurability. This exchange will be implemented by
transferring the Account Value to the Fixed Account and removing your future
right to allocate funds to the Variable Account. The amount at risk to the
Company (i.e., the difference between the Death Benefit and the Account Value)
under the new contract will be equal to or less than the amount at risk to the
Company under the exchanged Contract on the date of exchange. Premiums and
charges under the new contract will be based on the same risk classification as
the exchanged Contract. For new contracts, the Company reserves the right to
make a contract available that is offered by the Company's parent or by any
affiliate of the Company.

<PAGE>

SUSPENSION OF VALUATION, PAYMENTS AND TRANSFERS

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

THE FIXED ACCOUNT

INTRODUCTION

Contributions under the fixed portion of the Contract and transfers to the fixed
portion of the Contract become part of the general account of the Company, which
supports insurance and annuity obligations. Because of exemptive and
exclusionary provisions, interests in the general account are not registered
under the Securities Act of 1933 ("1933 Act"), nor is the general account
registered as an investment company under the 1940 Act. Accordingly, neither
thegeneral account nor any interests therein are generally subject to the
provisions of the 1933 or 1940 Acts and the Company has been advised that the
staff of the Securities and Exchange Commission has not reviewed the disclosures
in this prospectus which relate to the fixed portion. Disclosures regarding the
fixed portion of the Contract and the general account, however, may be subject
to certain generally applicable provisions of the federal securities laws
relating to the accuracy and completeness of statements made in prospectuses.

GENERAL DESCRIPTION

Contributions made to the Fixed Account are invested in the general account of
the Company. The general account is made up of all of the general assets of the
Company, other than those in the Variable Account and in any other segregated
asset account of the Company. Instead of the Contract Owner bearing the
investment risk as is the case for amounts in the Variable Account, the Company
bears the full investment risk for all amounts contributed to the general
account. The Company has sole discretion to invest the assets of the general
account, subject to applicable law. The Company guarantees that the amounts
allocated to the Fixed Account will be credited interest at a net effective
interest rate of at least the minimum guaranteed rate found in the Contract.
Currently, the amount of interest credited in excess of the guaranteed rate will
vary periodically in the sole discretion of the Company. Any interest held in
the general account does not entitle a Contract Owner to share in the investment
experience of the general account.

Money deposited in the Fixed Account earns interest for the Guarantee Period at
the current rate in effect at the time of allocation or transfer. After the
Guarantee Period, a renewal rate will be declared by the Company. Subsequent
renewal dates will be on anniversaries of the first renewal date. On or about
each renewal date, the Company will notify the Owner of the interest rate(s).
The interest rate will be guaranteed by the Company for a full year and will not
be less than the guaranteed rate found in the Contract. The Company may declare
more than one interest rate for different monies based upon the date of
allocation or transfer to the Fixed Account and based upon the Guarantee Period.

The Company will offer a one year Guarantee Period. Additional Guarantee Periods
are offered at the sole discretion of the Company.

<PAGE>

OTHER MATTERS

VOTING RIGHTS

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

The voting interests of the Contract Owner (or the assignee) in the Funds will
be determined as follows: Contract Owners are entitled to give voting
instructions to the Company with respect to Portfolio shares attributable to
them as described above, determined on the record date for the shareholder
meeting for that Portfolio. Therefore, if a Contract Owner has taken a loan
secured by the Contract, amounts transferred from the Variable Sub-Account(s) to
the Loan Account in connection with the loan (see "Contract Benefits and Rights
- -- Contract Loans," page 16) will not be considered in determining the voting
interests of the Contract Owner. Contract Owners should review the prospectuses
for the Funds which accompany this Prospectus to determine matters on which Fund
shareholders may vote.

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

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

<PAGE>

STATEMENTS TO CONTRACT OWNERS

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

LIMIT ON RIGHT TO CONTEST

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

MISSTATEMENT AS TO AGE AND SEX

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

PAYMENT OPTIONS

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

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

The Income Plans are fixed annuities payable from the Company's general account.
They do not reflect the investment experience of the Variable Account. Fixed
annuity payments are determined by multiplying the amount applied to the annuity
by a rate to be determined by the Company which is no less than the rate
specified in the fixed payment annuity tables in the Contract. The annuity
payment will remain level for the duration of the annuity. The Company may

require proof of age and gender of the payee (and joint payee, if applicable)
before payments begin. The Company may also require proof that such person(s)
are living before it makes each payment.

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

INCOME PLAN 1 -- Life Income With Guaranteed Payments

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

INCOME PLAN 2 -- Joint and Survivor Life Income With Guaranteed Payments

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

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

BENEFICIARY

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

ASSIGNMENT

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

DIVIDENDS

No dividends will be paid under the Contracts.

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

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

LOUIS G. LOWER, II, 51, Chief Executive Officer and Chairman of the Board
(1995)*

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

*Date elected/appointed to current office.

DISTRIBUTION OF THE CONTRACTS

The Company intends to sell the Contracts in all jurisdictions where it is
licensed to do business. The Contracts will be sold by [life insurance sales
representatives who represent the Company and who are registered representatives
of] Allstate Life Financial Services, Inc. ("ALFS") or certain other registered
broker-dealers. ALFS, located at 3100 Sanders Road, Northbrook, Illinois, is a
wholly owned subsidary of Allstate Life Insurance Company, and will serve as the
principal underwriter of the Contracts. ALFS is registered as a broker-dealer
under the Securities and Exchange Act of 1934 and became a member of the
National Association of Securities Dealers, Inc. on June 30, 1993.

Any sales representative or employee will have been qualified to sell variable
life insurance contracts under applicable federal and state laws. Each
broker-dealer is registered with the Securities and Exchange Commission under
the Securities Exchange Act of 1934 and all are members of the National
Association of Securities Dealers, Inc.

ALFS, the principal underwriter for the Contracts, was incorporated on March 25,
1988 under the laws of Illinois. Its principal business offices are located 3100
Sanders Road, Northbrook, Illinois. ALFS' officers and employees are covered by
a brokers' blanket bond in the amount of $5,000,000. The maximum sales
commission payable to Company agents, independent registered insurance brokers,
and other registered broker-dealers is 90% of initial premium. The Company may
pay or permit other promotional incentives, in cash or credit or other
compensation.

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

<PAGE>

SAFEKEEPING OF THE VARIABLE
ACCOUNT'S ASSETS

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

FEDERAL TAX CONSIDERATIONS

INTRODUCTION

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

TAXATION OF THE COMPANY AND THE VARIABLE ACCOUNT

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

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

TAXATION OF CONTRACT BENEFITS

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

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

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

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

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

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

MODIFIED ENDOWMENT CONTRACTS

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

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

DIVERSIFICATION REQUIREMENTS

For a Contract to be treated as a variable life insurance contract for federal
tax purposes, the investments in the Variable Account must be "adequately
diversified" in accordance with the standards provided in the Treasury
regulations. If the investments in the Variable Account are not adequately
diversified, then the Contract will not be treated as a variable life insurance
contract for federal income tax purposes and the Owner will be taxed on the
excess of the Contract Value over the investment in the Contract. Although the
Company does not have control over the 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, the Treasury Department announced that
guidance would be issued in the future regarding the extent that owners could
direct their investments among sub-accounts without being treated as owners of
the underlying assets of the Variable Account. As of the date of this
prospectus, no such guidance has been issued.

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

<PAGE>

POLICY LOAN INTEREST

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

ADDITIONAL INFORMATION ABOUT THE COMPANY

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

LEGAL PROCEEDINGS

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

LEGAL MATTERS

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

REGISTRATION STATEMENT

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

EXPERTS

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

The hypothetical Contract illustrations included in this Prospectus have been
approved by , and are included in reliance upon his/her opinion as to their
reasonableness. (Illustrations to be provided by pre-effective amendment).

FINANCIAL INFORMATION

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

(Company financials to be filed by pre-effective amendment).
(Appendix A to be filed by pre-effective amendment).

<PAGE>

PART II - OTHER INFORMATION

UNDERTAKING TO FILE REPORTS

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

REPRESENTATION AS TO FEES AND CHARGES

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

REPRESENTATION PURSUANT TO RULE 6e-3(T)

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

RULE 484 UNDERTAKING

The By-Laws of Glenbrook Life and Annuity Company ("Depositor") which
are incorporated herein by reference as Exhibit 1.(6)(b), provide that it will
indemnify its officers and directors for certain damages and expenses that may
be incurred in the performance of their duty to Depositor. No indemnification is
provided, however, when such person is adjudged to be liable for negligence or
misconduct in the performance of his or her duty, unless indemnification is
deemed appropriate by the court upon application. Insofar as indemnification for
liability arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that, in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.

CONTENTS OF REGISTRATION STATEMENT

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

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

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

9. Procedures Memorandum pursuant to Rule 6e-3(T)(b)(12)(iii)**
10. Actuarial Opinion and Consent**

* Filed herewith.
** Exhibits to be filed by Pre-effective Amendment.
*** Previously filed in Form S-1 Registration Statement No. 333-07275 dated June 28,
1996, and incorporated by reference.
**** Previously filed in Depositor's Form 10-K filed March 31, 1997.

</TABLE>

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant, Glenbrook Life Variable Life Separate Account B, 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 29th day of May 1997.

GLENBROOK LIFE VARIABLE LIFE SEPARATE ACCOUNT B
(Registrant)

GLENBROOK LIFE AND ANNUITY COMPANY
(Depositor)

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

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following Directors and
Officers of Glenbrook Life and Annuity Company on the 29th day of May 1997.

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

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

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

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

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

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

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

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

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

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

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

Exhibit 1.(1)
Form of Resolution of Board of Directors

FORM OF RESOLUTION OF THE BOARD OF DIRECTORS OF GLENBROOK LIFE
AND ANNUITY COMPANY AUTHORIZING ESTABLISHMENT OF THE
GLENBROOK LIFE VARIABLE LIFE SEPARATE ACCOUNT B.

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

VARIABLE LIFE SEPARATE ACCOUNT B

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

FURTHER RESOLVED, That the Chief Executive Officer of the Corporation
or his designated representative be, and hereby is, authorized to establish
criteria by

<PAGE>

which the Corporation shall institute procedures to provide for a pass-through
of voting rights to the owners of such Contracts as required by the applicable
laws with respect to securities owned by Separate Account B.

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

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

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

FLEXIBLE PREMIUM VARIABLE LIFE
INSURANCE CONTRACT

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

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

Throughout this contract, "you" and "your" refer to the contract owner(s), who
may be someone other than the insured. "We", "us" and "our" refer to Glenbrook
Life and Annuity Company.

This flexible premium variable life insurance contract provides a death benefit
payable to the beneficiary if the insured dies while this contract is in force.

The death benefit and other values provided by this contract are based on the
investment experience of the variable account, the fixed account earnings, and
other flexible factors. These values may vary based on investment and earnings
experience and are not guaranteed as to a fixed dollar amount.

This contract does not pay dividends.

PLEASE READ YOUR CONTRACT CAREFULLY.

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

Return Privilege
If you are not satisfied with this contract for any reason, you may return it to
us or our agent within 30 days after you receive it. We will refund any premiums
allocated to the variable account, adjusted to reflect investment gain or loss
from the date of allocation to the date of cancellation, in addition to any
premium allocated to the fixed account.

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

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

KLUxx

<PAGE>

<TABLE>
<S> <C>
TABLE OF CONTENTS

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

* Table of Guaranteed Contract Values

DEFINITIONS:......................................................................................................4

GENERAL PROVISIONS:...............................................................................................5

CONTRACT VALUES:..................................................................................................8

LOAN VALUES:.....................................................................................................12

WITHDRAWAL BENEFITS:.............................................................................................13

PAYMENT OF PROCEEDS:.............................................................................................14

INCOME PAYMENT TABLES:...........................................................................................15
</TABLE>

<PAGE>

<TABLE>

<S> <C>
CONTRACT DATA

OWNER(S):..................................................................................................John Doe
...........................................................................................................Jane Doe

PRIMARY INSURED:...........................................................................................John Doe
Age:........................................................................................................18
Sex:......................................................................................................Male
Rating Classification:................................................................................Standard

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

CONTRACT DATE:.....................................................................................January 01, 1997

GUARANTEE PERIOD:..........................................................................................Lifetime

GUARANTEE PERIOD EXPIRATION DATE:..............................................................................None

</TABLE>

SCHEDULE OF BENEFITS

<S> <C> <C>
Specified
Base Coverage Amount Maturity Date

Flexible Premium Variable Life Insurance $100,000.00 None
Death Benefit Option 1

Benefit
Additional Benefits Selected Amount Expiration Date

Primary Insured Term Rider $300,000.00 None

Accidental Death Benefit Rider $100,000.00 January 01, 2044

Children's Level Term Rider $10,000.00 January 01, 2044

Waiver of Monthly Deduction Rider January 01, 2039

Additional Insured Rider (AIR) $100,000.00 None
Name:.............................................Jane Doe
Age:....................................................18
Sex:................................................Female
Rating Classification:............................Standard

Accidental Death Benefit Rider - AIR $100,000.00 January 01, 2044

</TABLE>

SCHEDULE OF PREMIUMS
<S> <C>
TARGET PREMIUM:.............................................................................................$600.00

MINIMUM ANNUAL PREMIUM:...................................................................................$1,200.00

GUARANTEE PERIOD PREMIUM:.................................................................................$1,800.00

INITIAL REQUIRED PREMIUM - (Quarterly):.....................................................................$300.00

PLANNED PREMIUM AMOUNT - (Quarterly):.......................................................................$450.00

VARIABLE ACCOUNT INFORMATION

VARIABLE ACCOUNT:...................................................Glenbrook Life Variable Life Separate Account B

ALLOCATION OF PREMIUMS:
Allocated

Variable Sub-accounts Amount (%)
<S> <C> <C>
VIS Dividend Growth 7%
VIS European Growth 7%
VIS Quality Income Plus 7%
VIS Utilities 6%
VIF Growth and Income 7%
VIF Money Market 7%
The Dreyfus Socially Responsible Growth Fund, Inc. 7%
VIF Small Company Stock 6%
VIP II Contrafund 7%
VIP Growth 7%
VIP High Income 6%
MFS Emerging Growth Series 7%
MFS Limited Maturity Series 6%
American Century VP Balanced 7%
American Century VP International 6%

<S> <C>
MINIMUM WITHDRAWAL AMOUNT:....................................................................................$0.00

MINIMUM TRANSFER AMOUNT:......................................................................................$0.00

GENERAL ACCOUNT INFORMATION

FIXED ACCOUNT - MINIMUM GUARANTEED INTEREST RATE:.............................................................3.00%

LOAN CREDITED RATE:...........................................................................................4.00%

MAXIMUM LOAN INTEREST RATE (YEARS 1-10):......................................................................5.00%
(YEARS 11+):.......................................................................4.25%

</TABLE>

EXPENSE DEDUCTIONS AND CHARGES

<S> <C>

MORTALITY AND EXPENSE RISK ANNUAL RATE:.......................................................................0.60%

MONTHLY ADMINISTRATIVE EXPENSE CHARGE (YEAR 1):............................................................. $20.00
(YEARS 2+):$7.50

PREMIUM EXPENSE CHARGE:.......................................................................................4.00%

PARTIAL WITHDRAWAL SERVICE FEE:...................................................................the lesser of $25
or 2% of the amount withdrawn

SCHEDULE OF SURRENDER CHARGES

A PERCENTAGE OF THE LESSER AMOUNT OF
TOTAL PREMIUMS PAID OR THE TARGET PREMIUM
<S> <C> <C>

Contract Surrender
Year Charge
1 - 7 30.00%
8 27.00%
9 24.00%
10 20.00%
11 16.00%
12 12.00%
13 8.00%
14 4.00%
15 0.00%

BENEFICIARY INFORMATION
<CAPTION>

<S> <C> <C>
RELATIONSHIP
BENEFICIARY TO INSURED PERCENTAGE

Jack Doe Son 100%

RELATIONSHIP
CONTINGENT BENEFICIARY TO INSURED PERCENTAGE

Nancy Doe Sister 100%

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------------------------
TABLE OF GUARANTEED CONTRACT VALUES
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Maximum Annual Primary Accidental Children's Waiver of
Death Cost of Insured Death Level Monthly
Contract Attained Benefit Insurance Term Rider Benefit Term Rider Deductions
Year Age Ratio per $1000 per $1000 per $1000 per $1000 per $1000
1 18 2.50 $1.63 $1.63 $0.68 $6.00 $0.13
2 19 2.50 $1.67 $1.67 $0.68 $6.00 $0.13
3 20 2.50 $1.68 $1.68 $0.69 $6.00 $0.13
4 21 2.50 $1.66 $1.66 $0.71 $6.00 $0.13
5 22 2.50 $1.63 $1.63 $0.73 $6.00 $0.13
6 23 2.50 $1.59 $1.59 $0.75 $6.00 $0.13
7 24 2.50 $1.55 $1.55 $0.76 $6.00 $0.13
8 25 2.50 $1.50 $1.50 $0.76 $6.00 $0.13
9 26 2.50 $1.47 $1.47 $0.74 $6.00 $0.13
10 27 2.50 $1.45 $1.45 $0.72 $6.00 $0.13
11 28 2.50 $1.44 $1.44 $0.71 $6.00 $0.13
12 29 2.50 $1.44 $1.44 $0.70 $6.00 $0.13
13 30 2.50 $1.45 $1.45 $0.70 $6.00 $0.13
14 31 2.50 $1.48 $1.48 $0.70 $6.00 $0.13
15 32 2.50 $1.52 $1.52 $0.71 $6.00 $0.15
16 33 2.50 $1.58 $1.58 $0.71 $6.00 $0.15
17 34 2.50 $1.65 $1.65 $0.72 $6.00 $0.16
18 35 2.50 $1.73 $1.73 $0.73 $6.00 $0.16
19 36 2.50 $1.82 $1.82 $0.74 $6.00 $0.17
20 37 2.50 $1.94 $1.94 $0.75 $6.00 $0.18
21 38 2.50 $2.07 $2.07 $0.76 $6.00 $0.19
22 39 2.50 $2.21 $2.21 $0.77 $6.00 $0.20
23 40 2.50 $2.39 $2.39 $0.78 $6.00 $0.21
24 41 2.43 $2.57 $2.57 $0.79 $6.00 $0.25
25 42 2.36 $2.76 $2.76 $0.80 $6.00 $0.27
26 43 2.29 $2.97 $2.97 $0.81 $6.00 $0.31
27 44 2.22 $3.20 $3.20 $0.82 $6.00 $0.34
28 45 2.15 $3.46 $3.46 $0.84 $6.00 $0.37
28 46 2.09 $3.74 $3.74 $0.85 $6.00 $0.43
30 47 2.03 $4.05 $4.05 $0.87 $6.00 $0.49
31 48 1.97 $4.38 $4.38 $0.89 $6.00 $0.56
32 49 1.91 $4.74 $4.74 $0.91 $6.00 $0.64
33 50 1.85 $5.16 $5.16 $0.93 $6.00 $0.72
34 51 1.78 $5.63 $5.63 $0.96 $6.00 $0.90
35 52 1.71 $6.18 $6.18 $0.98 $6.00 $1.14
36 53 1.64 $6.81 $6.81 $1.01 $6.00 $1.44
37 54 1.57 $7.51 $7.51 $1.04 $6.00 $1.80
38 55 1.50 $8.29 $8.29 $1.07 $6.00 $2.23
39 56 1.46 $9.14 $9.14 $1.10 $6.00 $2.23
40 57 1.42 $10.05 $10.05 $1.13 $6.00 $2.23
41 58 1.38 $11.06 $11.06 $1.17 $6.00 $2.23
42 59 1.34 $12.20 $12.20 $1.23 $6.00 $2.23
43 60 1.30 $13.47 $13.47 $1.30 $6.00 *
44 61 1.28 $14.89 $14.89 $1.34 $6.00 *
45 62 1.26 $16.53 $16.53 $1.39 $6.00 *
46 63 1.24 $18.39 $18.39 $1.45 $6.00 *
47 64 1.22 $20.47 $20.47 $1.51 $6.00 *
48 65 1.20 $22.76 $22.76 ** ** *
49 66 1.19 $25.24 $25.24 ** ** *
50 67 1.18 $27.92 $27.92 ** ** *
51 68 1.17 $30.84 $30.84 ** ** *
52 69 1.16 $34.10 $34.10 ** ** *
53 70 1.15 $37.82 $37.82 ** ** *
54 71 1.13 $42.09 $42.09 ** ** *
55 72 1.11 $47.07 $47.07 ** ** *
56 73 1.09 $52.75 $52.75 ** ** *
57 74 1.07 $59.08 $59.08 ** ** *
58 75 1.05 $65.92 $65.92 ** ** *
59 76 1.05 $73.24 $73.24 ** ** *
60 77 1.05 $81.00 $81.00 ** ** *
61 78 1.05 $89.27 $89.27 ** ** *
62 79 1.05 $98.32 $98.32 ** ** *
63 80 1.05 $108.50 $108.50 ** ** *
64 81 1.05 $120.13 $120.13 ** ** *
65 82 1.05 $133.56 $133.56 ** ** *
66 83 1.05 $148.82 $148.82 ** ** *
67 84 1.05 $165.75 $165.75 ** ** *
68 85 1.05 $184.06 $184.06 ** ** *
69 86 1.05 $203.63 $203.63 ** ** *
70 87 1.05 $224.23 $224.23 ** ** *
71 88 1.05 $245.84 $245.84 ** ** *
72 89 1.05 $268.86 $268.86 ** ** *
73 90 1.05 $293.74 $293.74 ** ** *
74 91 1.04 $321.28 $321.28 ** ** *
75 92 1.03 $352.85 $352.85 ** ** *
76 93 1.02 $392.27 $392.27 ** ** *
77 94 1.01 $448.92 $448.92 ** ** *
78 95 1.01 $542.88 $542.88 ** ** *
79 96 1.01 $727.09 $727.09 ** ** *
80 97 1.01 $783.66 $783.66 ** ** *

81 98 1.01 $879.88 $879.88 ** ** *
82 99 1.01 $990.00 $990.00 ** ** *
83 100+ 1.00 $1000.00 $1000.00 ** ** *

</TABLE>

The death benefit at any time will be at least equal to the greater of your
current specified amount or your account value multiplied by the appropriate
death benefit ratio from this table.

(*) Benefit has expired and is no longer available. However, if the insured is
considered disabled under the Waiver of Monthly Deductions provision prior to
the coverage expiration date, monthly deductions will continue to be waived.

(**) Benefit has expired and is no longer available.

- --------------------------------------------------------------------------------
TABLE OF GUARANTEED CONTRACT VALUES - Additional Insured Rider
- --------------------------------------------------------------------------------

Maximum Annual Accidental
Cost of Insurance Death
Contract Attained per $1000 Benefit
Year Age per $1000
1 18 $1.63 $0.55
2 19 $1.67 $0.55
3 20 $1.68 $0.55
4 21 $1.66 $0.55
5 22 $1.63 $0.55
6 23 $1.59 $0.55
7 24 $1.55 $0.55
8 25 $1.50 $0.55
9 26 $1.47 $0.55
10 27 $1.45 $0.53
11 28 $1.44 $0.52
12 29 $1.44 $0.51
13 30 $1.45 $0.51
14 31 $1.48 $0.51
15 32 $1.52 $0.51
16 33 $1.58 $0.51
17 34 $1.65 $0.51
18 35 $1.73 $0.51
19 36 $1.82 $0.51
20 37 $1.94 $0.51
21 38 $2.07 $0.51
22 39 $2.21 $0.51
23 40 $2.39 $0.52
24 41 $2.57 $0.52
25 42 $2.76 $0.53
26 43 $2.97 $0.54
27 44 $3.20 $0.55
28 45 $3.46 $0.56
28 46 $3.74 $0.57
30 47 $4.05 $0.58
31 48 $4.38 $0.59
32 49 $4.74 $0.61
33 50 $5.16 $0.62
34 51 $5.63 $0.64
35 52 $6.18 $0.66
36 53 $6.81 $0.67
37 54 $7.51 $0.69
38 55 $8.29 $0.70
39 56 $9.14 $0.72
40 57 $10.05 $0.75
41 58 $11.06 $0.77
42 59 $12.20 $0.81
43 60 $13.47 $0.84
44 61 $14.89 $0.86
45 62 $16.53 $0.88
46 63 $18.39 $0.90
47 64 $20.47 $0.92
48 65 $22.76 **
49 66 $25.24 **
50 67 $27.92 **

<PAGE>

51 68 $30.84 **
52 69 $34.10 **
53 70 $37.82 **
54 71 $42.09 **
55 72 $47.07 **

56 73 $52.75 **
57 74 $59.08 **
58 75 $65.92 **
59 76 $73.24 **
60 77 $81.00 **
61 78 $89.27 **
62 79 $98.32 **
63 80 $108.50 **
64 81 $120.13 **
65 82 $133.56 **
66 83 $148.82 **
67 84 $165.75 **
68 85 $184.06 **
69 86 $203.63 **
70 87 $224.23 **
71 88 $245.84 **
72 89 $268.86 **
73 90 $293.74 **
74 91 $321.28 **
75 92 $352.85 **
76 93 $392.27 **
77 94 $448.92 **
78 95 $542.88 **
79 96 $727.09 **
80 97 $783.66 **
81 98 $879.88 **
82 99 $990.00 **
83 100+ $1000.00 **

</TABLE>

(**) Benefit has expired and is no longer available.

<PAGE>

DEFINITIONS

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

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

CONTRACT ANNIVERSARY The same day and month as your contract date for each
subsequent year your contract remains in force.

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

Coverage shall become effective on the date when:

* the application has been approved by us;
* the contract has been accepted by you; and
* the initial required premium has been received by us while the insured is
alive.

IN FORCE A term used to describe when the insured's life is covered under the
terms of this contract.

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

INSURED The person whose life is covered under this contract as shown on page 3.

LOAN ACCOUNT An account established for any amounts transferred from the
variable or fixed accounts as a result of loans. The loan account is credited
with interest and is not based on the experience of any separate account.

MONTHLY ACTIVITY DATE The same day of each month as the contract date. If there
is no monthly activity date in a calendar month, the monthly activity date will
be the last day of the current calendar month.

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

SPECIFIED AMOUNT The specified amount equals the death benefit on the contract
date. Thereafter, it may change in accordance with the terms of this contract.

SURRENDER A term used when the contract is voluntarily terminated by the
contract owner in order to receive the contract proceeds.

TARGET PREMIUM The premium which determines the amount of any surrender charges
applied to this contract.

TERMINATE A term used to describe when the insured's life is no longer covered
under any of the terms of this contract.

VARIABLE SUB-ACCOUNTS The variable account is divided into variable
sub-accounts. Each variable sub-account invests solely in the shares of the
mutual fund or mutual portfolio underlying that variable sub-account.

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

<PAGE>

GENERAL PROVISIONS

THE CONTRACT Your contract is issued in consideration of the application and the
payment of an initial required premium.

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

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

VARIABLE ACCOUNT The variable account for this contract is that shown on page 3.
This account is a separate investment account to which we allocate assets
contributed under this and certain other life insurance contracts. We will have
exclusive and absolute ownership and control of the assets of our separate
accounts. The assets of the variable account will be available to cover the
liabilities of our general account only to the extent those assets exceed the
liabilities of that variable account arising under the variable life insurance
contracts supported by that variable account.

The assets of the variable account will be valued at least as often as any
contract benefits vary, but at least monthly. Our determination of the value of
an accumulation unit by the method described in this policy will be conclusive.

VARIABLE ACCOUNT TRANSFERS Upon request and as long as this contract is in
force, you may transfer amounts among the variable sub-accounts. You may make 12
transfers each contract year without charge. Subsequent transfers in any
contract year may be assessed a $10 transfer fee, to be deducted proportionately
from each variable sub-account and the fixed account. The minimum amount that
may be transferred among variable sub-accounts is subject to the minimum
transfer amount which is shown on page 3. We reserve the right to waive the
transfer fees and restrictions contained in this contract.

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

We reserve the right to establish additional variable sub-accounts of the
variable account, each of which would invest in shares of another portfolio of
the mutual fund or another mutual fund. You may then instruct us to allocate
premiums paid or transfers to such variable sub-accounts, subject to any terms
set by us or the mutual fund. In the event of any such substitution or change,
we may by endorsement, make such changes as may be necessary or appropriate to
reflect such substitution or change.

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

FIXED ACCOUNT At any time while this contract is in force, you may allocate
premiums to a fixed account which will earn interest at the current rate,
declared by us, in effect at the time of allocation or transfer from an existing
variable sub-account. Interest is credited daily to monies in the fixed account
during the life of the contract. The rates we declare to be in effect are
effective annual interest rates. We credit interest at a rate which compounds
over one year to the interest rate we declare. We will credit interest as of the
date money is allocated or transferred to the fixed account. The interest rate
may increase or

<PAGE>

decrease but will never be less than that shown on page 3.

FIXED ACCOUNT TRANSFERS Transfers from the fixed account may be done once each
year within 60 days following the contract anniversary. Transfer requests
received at any other time will not be processed. There is no minimum amount
which must be transferred from the fixed account. However, the maximum amount
which may be transferred from the fixed account in any contract year is the
greater of:

* 25% of your account value in the fixed account at the time of the transfer or
withdrawal in a contract year; or * the amount transferred from the fixed
account in the prior contract year; or * $500.

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

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

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

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

REINSTATEMENT Prior to the death of the insured and if this contract has not
been surrendered, this contract may be reinstated provided:

* you make your request within five years of the date the contract entered a
grace period; * satisfactory evidence of insurability is submitted; * any
indebtedness is repaid; and * sufficient premium is paid to:
* cover all monthly deduction amounts unpaid during the grace period;
and * keep the contract in force for three months after the date of
reinstatement.

The specified amount of the reinstated contract cannot exceed the specified
amount at the time of lapse. The account value on the reinstatement date will
reflect:

* the account value at the time of termination; and
* premiums paid at the time of reinstatement.

Withdrawal charges will continue to be based on the original contract date.

EXCHANGE OPTION If this contract is in force, you may exchange it during the
first two years after the contract date or within two years of an increase in
specified amount, for a contract in which values do not vary with the investment
experience of the variable account. This exchange will be implemented by
transferring your account value to the fixed account and removing your future
right to allocate funds to the variable account. We may require you to return
this contract to us before this exchange will be processed. This transfer will
not be subject to the excess transfer fee described earlier in this contract.

ANNUAL REPORT We will send you, at least once a year, an annual report which
provides information on the current status of your contract. This information
will include items such as:

* the current death benefit;
<PAGE>
the current account value and cash surrender value;
any amount of indebtedness;
any monthly deductions since the last report;
any partial withdrawals and withdrawal charges since the last report; any
premium payments since the last report; and, the current interest rate
being credited to the fixed account.

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

Suicide Exclusion If the insured dies by suicide while sane or self-destruction
while insane within two years from the contract date, our liability will be
limited to an amount equal to the account value less any indebtedness. If the
insured dies by suicide while sane or self-destruction while insane within two
years of the effective date of any increase in specified amount, our liability
with respect to the increase will be limited to the cost of insurance for the
increase.

Incontestability We cannot contest this contract after it has been in force
during the lifetime of the insured for two years after the contract date. Any
increase in the specified amount for which evidence of insurability was obtained
will be incontestable only after the increase has been in force, during the
lifetime of the insured, for two years from the effective date of the increase.

Misstatement of Age or Sex If the age or sex of the insured has been misstated,
any proceeds will be adjusted to the amount which the initial target premium
would have purchased at the correct age and sex.

Assignment You may assign an interest in this contract as collateral or security
for a loan. However, we are not responsible for the soundness of an assignment.
No assignment will bind us unless it is written and acknowledged by us in
writing.

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

Taxation Currently, no charge is made to the variable account for federal income
taxes that may be attributable to the operations of the variable account.
However, the Company may make such a charge in the future. Charges for other
taxes, if any, attributable to the variable account or this class of contracts
may also be made.

Nonparticipating This contract will not share in our surplus distributions.

Termination This contract will terminate upon the earliest of the following
events:

surrender of the contract; or
the end of the grace period; or
the death of the insured.

<PAGE>

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

Premium Payments The initial required premium amount shown on page 3 is due by
the contract date and must be paid in advance. This contract will not be in
effect before this amount is received. We will send reminder notices for the
planned premium payments you have selected as shown on page 3. However, all
premiums are subject to our minimum requirements to keep the contract in force.

You may make premium payments at any time and in any amount while the contract
is in force, subject to certain conditions. Unless you request otherwise in
writing, any premiums we receive other than the planned premiums shown on page
3, while a contract loan exists, will be applied as a repayment of indebtedness
first, and then as a premium payment.

Premium payments may be made at any time and in any amount necessary to avoid
termination of this contract.

Premium Limitations We will not accept any premium payment causing this contract
not to qualify as a life insurance contract under the Internal Revenue Code. If
this occurs, in order for us to accept this premium, we must receive from you a
written request to increase your specified amount to an amount able to sustain
the additional premium. Your request to increase your specified amount will
require evidence of insurability and approval by us.

In addition, we will not accept any premium payment causing this contract to
become a modified endowment contract under the Internal Revenue Code. We will
conduct a test at least once each year in which premiums are paid and refund any
excess premiums with interest at the current interest rate being applied to the
fixed account. In order for us to accept premiums in excess of the Internal
Revenue Code guidelines, we must first receive from you written acknowledgment
of your understanding that the contract will become a modified endowment
contract. We will take any necessary action within 60 days following the
contract anniversary.

Premium Allocation All premiums received will be allocated to the variable
sub-accounts and the fixed account, in whole percentages according to the
premium allocation specified on the application, on the date we receive the
final requirement to put the contract in force.

All premium payments not requiring underwriting will be allocated to the
variable sub-accounts and the fixed account as of the date payments are received
at our home office. Premium payments requiring underwriting will be allocated
once underwriting approval is received. Upon underwriting approval, an amount
equal to the accumulated value which would have been earned had the premium been
invested in the money market account since the date of receipt of the premium,
will be allocated according to the initial premium allocation specified on the
application or your most recent written instructions. You may change your
premium allocation upon written request.

We reserve the right to allocate premium payments to the fixed account during
the return privilege period described on page 1 of this contract. Transfer of
premiums from the fixed account at the end of the return privilege period will
not be considered one of your 12 free transfers allowed in a contract year.

Grace Period This contract will terminate 61 days after a monthly activity date
on which:

the cash surrender value is less than zero; and
the guarantee period shown on page 3 and described below has expired or
been terminated; and the three year continuation period described below has
expired or the required premium for the three year continuation period has
not been paid.

This 61 day period is the grace period. We will notify you and any assignee, at
the last known address, of the premium amount required to continue this
contract, at least 61 days before the end of the grace period. The premium
required will be no greater than an amount required to pay three monthly
deduction amounts as of the day the grace period began. If this premium is not
paid by the end of the grace period, this contract will terminate.

<PAGE>

Minimum Annual Premium The minimum annual premium as of the contract date is
shown on page 3. We will recalculate the minimum annual premium whenever an
additional benefit is changed, added to, or deleted from the contract, or the
contract's specified amount is changed.

The start date and amount of your new minimum annual premium will be sent to you
in the form of an endorsement to the contract.

Guarantee Period Premium The guarantee period premium as of the contract date is
shown on page 3. We will recalculate the guarantee period premium whenever an
additional benefit is changed, added to, or deleted from the contract, or the
contract's specified amount is changed.

The start date and amount of your new guarantee period premium will be sent to
you in the form of an endorsement to the contract.

Three Year Continuation Period Except as provided in any Waiver of Monthly
Deductions Rider attached to this contract, the three year continuation period
will be in effect until the end of the third contract year. On any monthly
activity date while the three year continuation period is in effect, we
guarantee the contract will remain in force if:

the cumulative premiums paid; less
partial withdrawals and any indebtedness; is greater than or equal to
the cumulative minimum premium.

The cumulative minimum premium will be calculated by dividing the minimum annual
premium shown on page 3, by 12, and multiplying by the number of contract months
since issue. If the minimum annual premium was changed, as described in the
minimum annual premium provision, each minimum annual premium will be divided by
12, multiplied by the respective number of contract months it was in effect, and
totalled to obtain the cumulative minimum premium.

Guarantee Period The contract will not be terminated during the guarantee period
even if the cash surrender value is zero. The guarantee period is the period you
have selected in your application and will expire on the date shown on page 3.
The guarantee period will be terminated prior to the guarantee period expiration
date if on any monthly activity date:

the cumulative premiums paid; less partial withdrawals and any
indebtedness; is less than the cumulative guarantee period premium.

The cumulative minimum premium will be calculated by dividing the guarantee
period premium shown on page 3, by 12, and multiplying by the number of contract
months since issue. If the guarantee period premium was changed, as described in
the guarantee period premium provision, each guarantee period premium will be
divided by 12, multiplied by the respective number of contract months it was in
effect, and totalled to obtain the guarantee period premium. We reserve the
right to establish diversification guidelines in the future if necessary.

The guarantee period will apply to the specified amount which is shown on page 3
and to any subsequent increases in coverage which are approved after the
contract date.

Accumulation Unit and Accumulation Unit Value Amounts which you allocate to a
variable sub-account of the variable account are used to purchase accumulation
units in that variable sub-account. The accumulation unit value for each
variable sub-account at the end of any valuation period is calculated by
multiplying the accumulation unit value at the end of the immediately preceding
valuation period by the variable sub-account's net investment factor for the
valuation period. The accumulation unit values may go up or down. Additions or
transfers to a variable sub-account of the variable account will increase the
number of accumulation units for that variable sub-account. Withdrawals,
transfers, transfer fees, contract loans, monthly deduction amounts, or other
fees deducted from a variable sub-account will decrease the number of
accumulation units for that variable sub-account.

The number of accumulation units to be added to or deducted from a variable
sub-account equals the dollar amount of the transaction divided by the
accumulation unit value for the valuation period.

<PAGE>

Accumulated Value Your accumulated value in any variable sub-account equals:

the number of accumulation units in that variable sub-account on the
valuation day; multiplied by that variable sub-account's accumulation unit
value on the valuation day.

Net Investment Factor For each variable sub-account, the "net investment factor"
for a valuation period is (A) divided by (B), minus (C) where:

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

(B) is the net asset value per share of the mutual fund underlying the variable
sub-account determined as of the end of the immediately preceding valuation
period.

(C) is the mortality and expense risk annual rate divided by 365 and multiplied
by the number of calendar days in the current valuation period. The mortality
and expense risk annual rate is shown on page 3.

Valuation Period and Valuation Date A "valuation period" is the time interval
between the close of regular trading of the New York Stock Exchange on
consecutive valuation dates. A "valuation date" is any date the New York Stock
Exchange is open for trading.

Monthly Deduction Amount The monthly deduction amount will be taken
proportionately from your variable sub-accounts and the fixed account on each
monthly activity date, and is equal to:

the cost of insurance charge; plus the monthly administrative expense
charge; plus the monthly charges for additional benefits selected, if any.

Cost of Insurance Charges The maximum cost of insurance charge for any monthly
activity date is equal to:

the death benefit; minus
the account value on the monthly activity date, prior to assessing the
monthly deduction amount; the result is divided by 1000 and multiplied by
the maximum annual cost of insurance rate divided by 12.

We can use cost of insurance charges that are lower than the maximum annual cost
of insurance shown on page 3. Charges will be determined based on our
expectation as to future experience. Any change we make will be on a uniform
basis for all insureds with the same age, sex, and rating classification whose
coverage has been in force for the same length of time. No change in rating
classification or cost will occur due to deterioration of the insured's health.

Monthly Administrative Expense Charge The monthly administrative expense charge
for any monthly activity date is equal to that shown on page 3. The monthly
administrative expense charge shown is deducted each month during the contract
years indicated.

Premium Expense Charge A premium expense charge will be deducted from each
premium received prior to being allocated to the variable or fixed account. This
charge, shown on page 3, is a percentage of the premium received.

Account Value Your account value on the contract date equals the initial premium
paid less the premium expense charge, less the monthly deduction amount for the
first policy month. Your account value on each subsequent monthly activity date
equals:

the sum of your accumulated values in each variable sub-account; plus the
value of your fixed account; plus the value of your loan account, if any;
minus the monthly deduction amount.

<PAGE>

On any day other than your monthly activity date, your account value equals:

the sum of your accumulated values in each variable sub-account; plus the
value of your fixed account; plus the value of your loan account, if any.

Specified Amount The specified amount for this contract is shown on page 3, and
is equal to the death benefit on the contract date. If a partial withdrawal is
taken, a death benefit option change occurs, or an increase in specified amount
is made, the specified amount will change as described in the partial
withdrawal, death benefit option changes, or premium limitations provisions of
this contract, respectively.

Specified Amount Changes At any time after the first contract year, you may
request in writing an increase or decrease of your specified amount. A request
to change your specified amount will take effect on the next valuation date
following the date we approve the request.

A request to decrease your specified amount will first be applied against the
most recent increase amount, if any, then successively to each prior increase,
and then to the initial specified amount. The specified amount in force after
any decrease may not be less than the minimum we have established. A request to
increase your specified amount will require a new application and evidence of
insurability.

We will provide to you an endorsement showing the start date of any increase or
decrease and the new specified amount. For increases in specified amount, we
will also provide a table of surrender charges based on the increased specified
amount and new target premium. We reserve the right to limit the amount and
frequency of any increases or decreases in specified amount.

Death Benefit The death benefit is determined by the death benefit option that
currently exists on your contract, as shown on page 3. Available death benefit
options on this contract are:

option 1; the death benefit equals the existing specified amount.
option 2; the death benefit equals the existing specified amount, plus your
account value.

We will pay the death benefit less any indebtedness, and less any unpaid monthly
deduction amounts occurring during a grace period, if the insured dies while
this contract is in force, subject to the terms of this contract. Written due
proof that the insured has died must be received at our home office prior to
paying a death benefit.

In any event, your death benefit will be at least equal to the greater of your
current specified amount or your account value multiplied by the death benefit
ratio on page 3.

Interest from Date of Death If the proceeds under this contract are not paid
within thirty days after we receive due proof of the death of the insured, we
will also pay interest on the proceeds. Interest will accrue at the legal rate
of interest and will accrue from the date of death until the claim is paid.

Death Benefit Option Changes At any time after the first contract year, you may
request to change the death benefit option by writing to us. If you ask to
change from option 2 to option 1, the specified amount will be increased by the
amount of the account value. If you ask to change from option 1 to option 2, the
specified amount will decrease by the amount of the account value.

Any change will take effect on the next valuation date following the date we
receive your request. We will provide to you an endorsement showing the actual
start date of the death benefit option change and the new specified amount. We
reserve the right to limit the frequency of death benefit option changes made
under this contract.

<PAGE>

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

Contract Loan At any time while this contract is in force, you can borrow up to
the available loan value of your contract. The maximum loan value is 90% of your
cash value, less 100% of any existing loans as of the date of the loan.

Unless you specify otherwise, all loan amounts will be transferred
proportionately from the variable sub-accounts and the fixed account to the loan
account. However, we will not withdraw amounts from the fixed account equalling
more than the total loan multiplied by the ratio of the fixed account to your
account value immediately prior to the loan. Loans have priority over the claims
of any other person and your contract is sole security for all loans.

Credited Interest The loan account will be credited with interest at a rate
equal to the loan credited rate shown on page 3.

Loan Interest Interest will accrue daily by a rate not to exceed the maximum
loan interest rate shown on page 3. Interest payments are due on the contract
anniversary. If unpaid, interest is added to the amount of the loan and will
itself bear interest at the rate described in this provision. On each contract
anniversary, the difference between the total indebtedness and the balance in
the loan account will be transferred proportionately from the variable
sub-accounts and the fixed account to the loan account.

Loan Repayment You can repay all or part of a loan and loan interest at any time
while this contract is in force. The loan repayment will be allocated among the
variable sub-accounts and the fixed account in the same percentage as premiums
are allocated, unless you specify otherwise. If you do not repay your loans, we
will deduct all loans and loan interest from the amounts we pay.

Loan Limit Your contract will become overloaned when loans and loan interest
exceed the cash value. We will terminate this contract when it becomes
overloaned. We will not terminate a contract which becomes overloaned until 61
days after notice has been mailed to the last known address of the owner.

<PAGE>

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

Cash Surrender Value You may terminate your contract for its cash surrender
value, which may be paid in cash or under an income plan. Your cash surrender
value is equal to the cash value less any indebtedness. Your cash value is equal
to the account value less any applicable surrender charges shown on page 3. In
addition, any request to terminate your contract will include a refund of
surrender charges in excess of any existing Securities and Exchange Commission
limits.

Termination will be effective on the date we receive your written request. We
may require that your contract accompany your written request before making any
payment. When you terminate your contract for its cash surrender value, your
contract will terminate.

Partial Withdrawals You may request a partial withdrawal of your account value
once each year after the first contract anniversary by writing to us. Your
partial withdrawal will be effective on the next valuation date. The minimum
partial withdrawal amount is shown on page 3, and the maximum partial withdrawal
amount may not reduce the account value to less than $500. When a partial
withdrawal is made, the amount of the withdrawal and a partial withdrawal
service fee is deducted from your account value. The amount of the partial
withdrawal service fee is shown on page 3.

You may specify how much of your partial withdrawal you wish taken from each
variable sub-account or from the fixed account. However, you may not withdraw
from the fixed account more than the total withdrawal times the ratio of the
fixed account to your account value immediately prior to the withdrawal. Unless
you indicate otherwise, we will withdraw funds and the partial withdrawal
service fee proportionately from the variable sub-accounts and the fixed account
in the same proportion your account value in each account bears to your account
value immediately prior to the withdrawal.

Any contract with Death Benefit Option 1 will also have a reduction in specified
amount, in addition to a reduction in account value. The specified amount will
be reduced by the amount of the partial withdrawal.

We will send you an endorsement to reflect the effects of the partial
withdrawal, including any change in the specified amount. We may ask you to
return your contract to us to make this change. The partial withdrawal and the
reduction in specified amount will be effective as of the next valuation date
following the date we receive your request.

<PAGE>

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

Deferment of Payments We will pay any amounts due from the variable account
under this contract within seven days of receiving a written request for a
transfer, contract loan, termination, partial withdrawal, or death benefit, as
well as, any other required documentation, unless:

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

an emergency exists as defined by the Securities and Exchange Commission;
or the Securities and Exchange Commission permits delay for the protection
of contract holders.

Payee Rights You will be the payee for the cash surrender value unless you name
a different payee. The beneficiary will be the payee for the death proceeds.
When we pay the proceeds, we may ask that you give this contract back to us. If
the insured has died, you or the beneficiary must give us due proof of death.

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

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

No surrenders or partial withdrawals are permitted after payments under an
income plan have started.

Payout Start Date The payout start date is the date the cash surrender value or
death benefit is applied to an income plan.

Income Plans An income plan is a series of payments on a scheduled basis to the
payee. The proceeds will be applied to your income plan choice from the
following list:

1. Life Income with Guaranteed Payments We will make payments for as long as
the payee lives. If the payee dies before the selected number of guaranteed
payments have been made, we will continue to pay the remainder of the guaranteed
payments.

2. Joint and Survivor Life Income with Guaranteed Payments We will make
payments for as long as either the payee or joint payee, named at the time of
income plan selection, lives. If both the payee and the joint payee die before
the selected number of guaranteed payments have been made, we will continue to
pay the remainder of the guaranteed payments.

We reserve the right to make available other income plans.

Payout Terms and Conditions The income payments are subject to the following
terms and conditions:

If the proceeds are less than $3,000, or not enough to provide an initial
payment of at least $20, we reserve the right to:

*change the payment frequency to make the payment at least $20; or
*terminate the contract and pay you the proceeds in a lump sum.

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

<PAGE>

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

The initial income payment will be at least the amount based on the adjusted age
of the payee(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
==============================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

Payee's Payee's Payee's
Age Male Female Age Male Female Age Male Female
- ------------------- ---------------------- ---------------- ---------------------- ---------------- ==========================
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
=================== ====================== ================ ====================== ================ ==========================

Income Plan 2 - Joint and Survivor Life Income with Guaranteed Payments for 120 Months
==============================================================================================================================
Monthly Income Payment for each $1,000 Applied to this Income Plan
==============================================================================================================================
Female Payee's Age

---------- ------------ ----------- ---------- ---------- ---------- ---------- --------- ===============
Male
Payee's 35 40 50 55 60 65 70 75
Age 45
- -------------------- ---------- ------------ ----------- ---------- ---------- ---------- ---------- --------- ===============
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 3.37 3.55 3.75 3.98 4.23 4.47 4.70 4.88
65 3.24 3.39 3.57 3.80 4.07 4.37 4.71 5.04 5.34
70 3.24 3.40 3.59 3.83 4.13 4.48 4.90 5.36 5.81
75 3.25 3.41 3.61 3.86 4.17 4.56 5.04 5.61 6.22
==================== ========== ========== ========== ========== =========== ========== ============ =========== =============

</TABLE>

<PAGE>

GLENBROOK LIFE AND ANNUITY COMPANY
(HEREIN CALLED "WE" OR "US")

AMENDATORY ENDORSEMENT FOR WAIVER OF MONTHLY DEDUCTIONS RIDER

GENERAL The "contract" is the contract to which this rider is attached. The
owner of the contract is called "you". This rider is part of your contract and
will stay in force while the contract remains in force or until the coverage
expiration date of this rider.

If all named owners and contingent owners have died or if there is no owner
named, the owner of this rider is the insured, if living. Write to us if you
wish to discontinue this rider.

AGE The insured's age at their last birthday.

COVERAGE EXPIRATION DATE Except as defined in this rider, coverage under this
rider will expire on the earliest of the following dates:

the date the contract expires;
the date we receive written notice from you that you do not want this rider
to stay in force; or the contract anniversary on which the insured's age is
60.

MONTHLY COST OF INSURANCE While this rider remains in force, the monthly cost of
insurance for this rider is deducted on the monthly activity date. This
deduction is taken from the contract value of the contract and is the product
of: the total monthly deduction amount for the contract, excluding the monthly
cost of insurance charge for this rider; and the Waiver of Monthly Deductions
monthly cost of insurance rate per $10 of deductions waived, divided by 10. The
Waiver of Monthly Deductions monthly cost of insurance rates per $10 of
deductions waived are based on the insured's attained age, sex, and rating
class.

Any increases in the Waiver of Monthly Deductions cost of insurance rates for
special class risks are shown on page 3 of the contract or on an endorsement to
page 3.

THE BENEFIT Except as stated in the Proof of Continuance of Disability
provision, all monthly deduction amounts which become due are waived if the
insured becomes disabled before age 60 and when we receive due proof of
disability in a timely manner. All benefits of the contract will be the same as
if you had made the payments which are waived.

The monthly deduction amount which will be waived includes only those portions
of the total monthly deduction amount for which a charge for this rider was
deducted on the monthly activity date on or immediately prior to the date of
disability.

PREMIUMS AND DEDUCTIONS DURING DISABILITY During the first 180 days of
disability, premiums large enough to keep the contract in force must be paid, as
provided in the three year continuation period, guarantee period, and grace
period provisions of the contract. If the insured becomes disabled during a
grace period, we will not waive the unpaid premium due.

If the disability continues more than 180 days, you must provide us with due
proof of disability. We will then credit the contract value with the sum of the
monthly deduction amounts taken, plus interest at the current interest rate
being applied to the fixed account, for the months since the insured became
disabled until the time you provided us with due proof. After the insured has
been disabled 180 days, premiums will not be required to keep the contract in
force as long as the disability continues.

DEFINITION OF DISABILITY Disabled means the insured has a disability which: was
caused by injury or disease; began on or after the contract date of this rider
and prior to the coverage expiration date on which the insured's age is 60; has
lasted for at least 180 consecutive days; and is not described in the Causes of
Disability Not Covered provision of this rider.

As a result of the disability, the insured must:

be kept from doing work for which the insured is reasonably suited by education,
training, or experience; or have a total and permanent loss of:
- the sight of both eyes; - the use of both hands; - the use of both
feet; or - the use of one hand and one foot.

CAUSES OF DISABILITY NOT COVERED The insured will not be said to be disabled if
the disability is caused by any intentionally self-inflicted injury, or a war,
or any act of war. "War" means armed aggression by one or more countries which
is opposed on the orders of any other country, group of countries, or
international body. "Act of War" means any act peculiar to armed forces' actions
in time of war.

PROOF OF DISABILITY Before monthly deduction amounts are waived, you must
provide due proof that the insured is disabled. Due proof must be received:

prior to the insured's death;
while the insured is disabled; and
within one year from the date the insured became disabled.

If you are medically unable to provide due proof to us as defined above, we will
still waive monthly deduction amounts once due proof is received by us. We will
waive monthly deduction amounts as if you had provided due proof to us as
defined above. If you were able to provide due proof to us as defined above, but
failed to, we will waive only:

the monthly deduction amounts due during the 12 months prior to the
date you provided us due proof; and the monthly deduction amounts
which become due after the date you provided us due proof.

We may ask for medical exams by doctors of our choice, at our expense, as part
of the due proof required.

PROOF OF CONTINUANCE OF DISABILITY We may require due proof that the insured is
still disabled. We may ask for this due proof at reasonable times during the
first two years in which the insured is disabled, and once a year thereafter.
You must give us immediate notice when the insured recovers from disability.

If the insured is no longer disabled, or if you do not provide us with due proof
when we ask for it:

no more monthly deduction amounts will be waived; and you will be
responsible for paying any premium amount necessary to keep your
contract in force.

PREMIUMS UPON RECOVERY The minimum annual premium, guarantee period, and the
three year continuation period are described in the contract. If the three year
continuation period was in effect at the end of the first 180 days of
disability, it will be in effect again when the insured recovers from
disability. The three year continuation period will be in effect from the date
of recovery until the earlier of the end of the third contract year, not
counting any time the insured has been disabled.

REINSTATEMENT We will reinstate this rider if it has stopped and you meet the
requirements of the reinstatement provision of the contract.

MISSTATEMENT OF AGE OR SEX If the age or sex of the insured has been misstated,
the benefit will be adjusted to an amount which your initial target premium
would have purchased at the correct age and sex.

INCONTESTABILITY We may not contest this benefit once it has been in force
during the lifetime of the insured for two years from the contract date, not
counting any time the insured has been disabled, except for payments due but not
made.

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

<PAGE>

Glenbrook Life and Annuity Company
(herein called "we" or "us")

Amendatory Endorsement for Accelerated Death Benefit Rider

IF AN ACCELERATED PAYMENT IS MADE BY US, THE SPECIFIED AMOUNT, DEATH BENEFIT,
BENEFIT AMOUNT, ACCOUNT VALUE, OR OUTSTANDING LOANS, IF APPLICABLE, WILL BE
REDUCED ON A PRO RATA BASIS FOR YOUR CONTRACT. A QUALIFIED TAX ADVISER SHOULD BE
CONSULTED BEFORE REQUESTING AN ACCELERATED DEATH BENEFIT PAYMENT.

Definitions

Accelerated Benefit - The amount of the specified amount or benefit amount
requested by the owner.

Net Accelerated Payment - The amount of the accelerated benefit which is paid to
the owner.

Insured - The insured or any additional insured rider under the contract.

Owner - The owner of the contract. The owner is referred to as 'you'.

Contract - The contract to which this rider is attached.

Terminally Ill - An illness or physical condition of the insured or any
additional insured rider that, notwithstanding appropriate medical care, will
result in a life expectancy of 12 months or less.

Effective Date If the insured is terminally ill as a result of an illness, a
payment under this rider is not available unless the illness occurred at least
30 days after the date coverage begins under the contract. If the insured is
terminally ill as a result of an accident, a payment under this rider is
available if the accident occurred after coverage under the contract began.

General This rider provides for an accelerated payment of a portion of the
specified amount available under the contract and a portion of the benefit
amounts available under the primary insured term rider and the additional
insured rider. After a payment has been made, the specified amount, the death
benefit, benefit amount, account value, and any policy loan will be reduced on a
pro rata basis. We will mail you an endorsement to your contract which reflects
the new values. The availability of this benefit is not meant to provide
involuntary access to proceeds which are ultimately payable to the beneficiary.

We will pay you the benefits due under this rider upon receipt of a written
request from you and due proof that the insured has been diagnosed as terminally
ill. Due proof includes, but is not limited to, a statement signed by a licensed
physician that the insured has been diagnosed as terminally ill.

We reserve the following rights:

1. To require, at our expense, an exam by a physician of our choice
in order to confirm that the insured is terminally ill; and
2. To request documents which support the terminally ill diagnosis from
the insured's attending physician. These documents include, but are not
limited to, clinical, radiological, histological and/or laboratory
evidence.

Accelerated Benefit Payment The maximum amount which you may accelerate is the
lesser of:

* 50% of the specified amount available under the contract and 50% of the
benefit amount available under the riders in force on the day we
receive your acceleration request; and
* $250,000 for all policies issued by us which cover the insured.

<PAGE>

You must request an amount of at least $10,000. Only one acceleration for each
insured will be allowed. If the insured dies before the payment is made, the
death benefit payable under the contract will be paid to the beneficiary.

Net Accelerated Payment The amount of the actual payment to the owner is called
the net accelerated payment. The amount of this payment will be calculated as of
the day the written request for acceleration was received by us.

The amount of specified amount or benefit amount which you request to accelerate
will be reduced by:

* a 12 month interest discount which reflects the early payment of
amounts held under the contract,
* an administrative fee up to $250; and
* a pro rata amount of any outstanding loan and accrued loan interest.

The interest discount used to calculate the payment will be based on the greater
of:

* the current yield on 90 day treasury bills; or
* the current maximum statutory adjustable policy loan interest rate.

A detailed statement which describes the method we use to determine the net
accelerated payment has been filed with the Insurance Department of the state in
which this rider has been issued. You may request a copy of this statement from
us.

Irrevocable Beneficiaries Each irrevocable beneficiary must sign a written
consent to the payment of an accelerated benefit before such payments may be
made to the owner of the contract. The written consent must be received at our
home office in a form acceptable to us on the date the benefit is requested.

Termination This rider will terminate on the earliest of the following dates:

* the date that the net accelerated payment has been paid; * the date the
contract terminates; or * the date we receive a written request from you to
terminate this rider.

Misstatement of Age or Sex If the insureds age or sex shown on the application
is wrong, the net accelerated payment we pay will be based on the amount of
coverage which the initial target premium paid would have purchased at the
correct age and sex.

Incontestability We may not contest this rider once it has been in force while
the insured is alive for two years from the contract date, except for payments
due but not made.

Suicide Exclusion We reserve the right to request that the owner return the
difference between the net accelerated payment and the payments made for
coverage under the contract if the insured dies from suicide while sane or
self-destruction while insane within two years of contract date and the amount
of the net accelerated payment was greater than the payments made for coverage
under the contract.

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

<PAGE>

Glenbrook Life and Annuity Company
(herein called "we" or "us")

Amendatory Endorsement for Accidental Death Benefit Rider

General The "contract" is the contract to which this rider is attached. The
owner of the contract is called "you". This rider is part of your contract and
will stay in force while the contract remains in force or until the coverage
expiration date of this rider.

If all named owners and contingent owners have died or if there is no owner
named, the owner of this rider is the insured, if living. Write to us if you
wish to discontinue this rider.

Age The insured's age at their last birthday.

Coverage Expiration Date Except as defined in this rider, coverage under this
rider will expire on the earliest of the following dates:

* the date the contract expires;
* the date we receive written notice from you that you do not want
this rider to stay in force; or
* the contract anniversary on which the insured's age is 65.

The Benefit As shown on page 3 of the contract, we will pay the amount of
benefit in force to the beneficiary if you provide us due proof that:

* the insured died solely from accidental injury; * death took place within 90
days from the date of this injury; * death took place prior to the contract
anniversary on which the insured's age is 65; and * the cause of death is not
described in the Risks Not Covered provision of this rider.

Where allowed by law, we may have an autopsy performed at our own expense before
we make a payment.

Risks Not Covered We will not pay if death was caused by:

* suicide while sane or self-destruction while insane;
* disease, infirmity of the body or mind, or treatment for any of these;
* voluntarily:
- taking a drug, unless ordered by a qualified doctor; - taking a
poison; or - inhaling a gas, unless in the course of employment;
* committing or attempting to commit an assault or felony;
* being in or falling from an air craft or space craft. This does not
apply if the insured was riding as a passenger in an air craft or space
craft being used:
- commercially to transport passengers for hire; or
- by a private business or government to transport its personnel or
guests; or
* war or any act of war.

"Passenger" excludes one who receives training or has a duty on an air craft or
space craft even if the training or duty does not relate to the trip. "War"
means armed aggression by one or more countries which is opposed on the orders
of any other country, group of countries, or international body. "Act of War"
means any act peculiar to armed forces' actions in time of war.

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Reinstatement We will reinstate this rider if it has stopped and you meet the
requirements of the reinstatement provision of the contract.

Misstatement of Age or Sex If the age or sex of the insured has been misstated,
the benefit will be adjusted to the amount which your intitial target premium
would have purchased at insured's correct age and sex.

Incontestability We may not contest this benefit after it has been in force
during the lifetime of the insured for two years from the contract date, except
for payments due but not made.

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

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Glenbrook Life and Annuity Company
(herein called "we" or "us")

Amendatory Endorsement for Additional Insured Rider

General The "contract" is the contract to which this rider is attached. The
"insured" referred to in this rider is the additional insured(s) named in the
contract. The owner of the contract is called "you". This rider is part of your
contract and will stay in force while the contract remains in force or until the
coverage expiration date of this rider.

Write to us if you wish to discontinue this rider.

Age The insured's age at their last birthday.

Coverage Expiration Date Except as defined in this rider, coverage under this
rider will expire on the earliest of the following dates:

* the date the contract expires;
* the date we receive written notice from you that you do not want this
rider to stay in force; or
* the date you buy a new contract to replace it as described in the
conversion privilege provision of this rider.

Monthly Cost of Insurance While this rider remains in force, the monthly cost of
insurance for this rider is deducted on the monthly activity date. This
deduction is taken from the contract value of the contract and is determined as
follows:

* multiply the number of thousands of benefit in force by the monthly
cost of insurance rate per $1,000, based on the insured's attained age,
sex, and rating class. Any increases in the cost of insurance rates for
special class risks are shown on page 3 of the contract or on an
endorsement to page 3; and
* add any extra monthly charges per $1,000 of coverage. These charges
are shown on page 3 of the contract or on an endorsement to page 3.

The guaranteed maximum monthly cost of insurance rates are shown on pages 3 of
the contract. We may use cost of insurance rates lower than the guaranteed rates
to calculate contract values.

The Benefit As shown on page 3 of the contract, we will pay the amount of
benefit in force to the beneficiary if you provide us due proof that the insured
died on or prior to the coverage expiration date of this rider.

Change of Benefit Amount At anytime after the first contract year, you may
request an increase or decrease in the benefit amount. A request to change your
benefit amount will take effect on the next valuation date following the date we
approve the request.

A request to decrease your benefit amount will first be applied against the most
recent increase amount, if any, then successively to each prior increase, and
then to the initial benefit amount. The benefit amount in force after any
decrease may not be less than the minimum we have established. A request to
increase your benefit amount will require a new application and evidence of
insurability.

We will provide to you an endorsement showing the start date of any increase or
decrease and the new benefit amount. For increases in the benefit amount, we
will also provide a table of surrender charges based on the increased benefit
amount and new target premium. We reserve the right to limit the amount and
frequency of any increases or decreases in benefit amount.

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The monthly cost of insurance rates applying to the increased amount are based
on the rating class shown or an endorsement to page 3.

Conversion Privilege While this rider is in force, you may buy a new contract on
the life of the insured. To get a new contract on the insured, you must provide
us with a written application and pay the required premium for the new contract
within 31 days from the date of your request. The new contract will start on the
first day past the date the benefit amount on the insured expires. This date is
called the "new contract date". The premiums due on the new contract will be
based on the insured age and sex on the new contract date, the same risk
characteristics as this rider, and the rates in effect for the new contract at
that time. The new contract must:

* have cash values;
* be available on the new contract date for the amount chosen and for
the same risk characteristics as this rider;
* have a death benefit at least as large as the minimum we establish, but
not more than the benefit amount in force under this rider.

The new contract will be the same as other like contracts also starting on the
new contract date except that the provisions on incontestability and suicide
exclusion will be measured from the contract date of this rider, and the rating
class for the insured on the new contract will have the same risk
characteristics as this rider.

We will not ask for proof that the insured is insurable for the death benefit of
the new contract. If an additional benefit is requested, it will not start until
we give our approval. If the insured is not insurable for the additional
benefits, we will start a new contract without the additional benefits.

While this rider is in force, we will pay a death benefit equal to the amount we
would have paid under this rider if the insured dies within 31 days from the
date the insured's benefit expires, and the insured has not used this conversion
privilege.

Reinstatement We will reinstate this rider if it has stopped and you meet the
requirements of the reinstatement provision of the contract.

Misstatement of Age or Sex If the age or sex of the insured has been misstated,
the benefit will be adjusted to the amount which the most recent monthly cost of
insurance deduction would have purchased at the correct age and sex.

Incontestability Except for increases in the amount of benefit, we may not
contest this benefit after it has been in force during the lifetime of the
insured for two years from the contract date, except for payments due but not
made. We may not contest any increase in the benefit amount once it has been in
force during the lifetime of the insured for two years from the start date of
the increase.

Suicide Exclusion If the insured dies by suicide while sane or self-destruction
while insane within two years from the contract date, our liability will be
limited to an amount equal to the monthly deductions taken for this rider and
this rider will terminate. If the insured dies by suicide while sane or
self-destruction while insane within two years of the effective date of any
increase in benefit amount, our liability with respect to the increase will be
limited to the monthly deductions taken for the increase and this rider will
terminate.

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

<PAGE>

Glenbrook Life and Annuity Company
(herein called "we" or "us")

Amendatory Endorsement for Children's Level Term Rider

If all named owners and contingent owners have died or if there is no owner
named, the owner of this rider is the insured, if living, or children who are
living after the death of the insured.

Write to us if you wish to discontinue this rider.

Age The insured's age and each insured child's age at their last birthday.

Coverage Expiration Date Except as defined in this rider, coverage under this
rider will expire on the earliest of the following dates:

* the date the contract expires;
* the date we receive written notice from you that you do not want
this rider to stay in force; or
* the contract anniversary on which the insured's age is 65.

Definition of Insured and Child The "insured" is the individual covered under
the terms of the contract. "Child" means each child, stepchild, or child adopted
by law who is:

* named in the application and accepted by us;
* born to the insured after the contract date of this rider; or
* adopted by law by the insured:
- after the contract date of this rider; and
- prior to the child reaching age 18.

A child who is less than 15 days old, or never leaves the hospital due to
disability or death, will not be insured.

The Benefit As shown on page 3, we will pay the amount of benefit in force to
the payee for each child insured under this rider. We will pay the benefit to
the payee if you give us due proof that the child died on or prior to the
earlier of:

* the contract anniversary on which the child's age is 25; or
* the coverage expiration date of this rider.

Change of Benefit Amount A decrease of the benefit amount will take effect on
the monthly activity day on or following the date we receive the request. The
number of units remaining in force after any decrease cannot be less than the
minimum we establish.

Paid-Up Benefit Each child will have paid-up term insurance if the insured dies
while this rider is in force, all due premium payments have been made, and the
death of the insured was not caused by suicide while sane or self-destruction
while insane within two years from the contract date of this rider. The paid-up
benefit amount will be the amount of benefit in force at the time of the
insured's death. The paid-up term insurance will expire on each child at the
earlier of:

* the contract anniversary on which the child's age is 25; or
* the contract anniversary on which the insured's age would have been 65.

Beneficiary The beneficiary is called the "payee". The death proceeds of this
rider are paid to the payee. Unless changed by the owner, the payee is the
owner, if living. If the owner is deceased, the payee is the insured, if living,
or the children who are living after the death of the insured. The payee for the
benefits of this rider need not be the same as for the other benefits of the
contract.

Conversion Privilege While this rider is in force, you may buy a new contract
on the life of each

<PAGE>

child insured under this rider when the rider expires, or a child may buy a new
contract on their own life when their coverage expires on the contract
anniversary on which the child's age is 25.

To get a new contract on a child, you must provide us with a written application
and pay the required premium for the new contract within 31 days from the date
the child's benefit expires. The new contract will start on the first day past
the date the death benefit on the child expires. This date is called the "new
contract date". The premiums due on the new contract will be based on the
child's age and sex on the new contract date, the same risk characteristics as
this rider, and the rates in effect for the new contract at that time. The new
contract must:

* have cash values;
* be available on the new contract date for the amount chosen and for
the same risk characteristics as this rider;
* have a death benefit not exceeding $5,000 for each $1,000 of death
benefit expiring on the child; and
* have a death benefit at least as large as the minimum we establish.

The new contract will be the same as other like contracts also starting on the
new contract date except that the provisions on incontestability and suicide
exclusion will be measured from the contract date of this rider, and the rating
class for each child on the new contract will have the same risk characteristics
as this rider.

We will not ask for proof that a child is insurable for the death benefit of the
new contract. If an additional benefit is requested, it will not start until we
give our approval. If the child is not insurable for the additional benefits, we
will start a new contract without the additional benefits.

While this rider is in force, we will pay a death benefit equal to the amount we
would have paid under this rider if a child dies within 31 days from the date
the child's benefit expires, and the child has not used this conversion
privilege.

Reinstatement We will reinstate this rider if it has stopped and you meet the
requirements of the reinstatement provision of the contract and give us due
proof that all children insured under this rider are still insurable.

Misstatement of Age or Sex If the age or sex of the insured or any insured child
has been misstated, the benefit will be adjusted to take into account the
insured's correct age and sex. The child's insurance will then expire on the
earlier of the contract anniversary on which the child's correct age is 25, or
on which the insured's correct age is 65.

Incontestability We may not contest this benefit on a child after it has been in
force during the lifetime of the insured for two years from its contract date,
except for payments due but not made.

Suicide Exclusion If the insured dies by suicide while sane or self-destruction
while insane within two years from the contract date of this rider, each child
may choose to buy a new contract on their own life. The death benefit of each
new contract will be equal to the death benefit expiring on each child's life.
The provisions of and premiums for each new contract will be the same as those
described in the conversion privilege provision of this rider. The new contract
date will be the date each application is signed.

Each child choosing to buy a new contract must write to us within 60 days of the
date of the insured's death. If no one writes to us within 60 days after the
insured's death, we will only pay a refund of the premiums made for this rider
and this rider will terminate on the date of the insured's death.

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

<PAGE>

POWER OF ATTORNEY

WITH RESPECT TO THE GLENBROOK LIFE
VARIABLE LIFE SEPARATE ACCOUNT B

Know all men by these presents that Louis G. Lower, II, whose signature appears
below, constitutes and appoints Michael J. Velotta, his attorney-in-fact, with
power of substitution, and his in any and all capacities, to sign any Form S-6
registration statements and amendments thereto under the Federal Securities Laws
for the Glenbrook Life Variable Life Separate Account B 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.

Date MAY 8, 1997

/s/LOUIS G. LOWER, II
- ------------------------
Louis G. Lower, II
Chairman of the Board of Directors &
Chief Executive Officer

<PAGE>

POWER OF ATTORNEY

WITH RESPECT TO THE GLENBROOK LIFE
VARIABLE LIFE SEPARATE ACCOUNT B

Know all men by these presents that Michael J. Velotta, whose signature appears
below, constitutes and appoints Louis G. Lower, II, his attorney-in-fact, with
power of substitution, and his in any and all capacities, to sign any Form S-6
registration statements and amendments thereto under the Federal Securities Laws
for the Glenbrook Life Variable Life Separate Account B 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.

Date MAY 8, 1997

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

<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO THE GLENBROOK LIFE

VARIABLE LIFE SEPARATE ACCOUNT B

Know all men by these presents that Marla G. Friedman, whose signature appears
below, constitutes and appoints Louis G. Lower, II, and Michael J. Velotta, and
each of them, her attorneys-in-fact, with power of substitution, and her in any
and all capacities, to sign any Form S-6 registration statements and amendments
thereto under the Federal Securities Laws for the Glenbrook Life Variable Life
Separate Account B 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.

Date MAY 8, 1997

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

<PAGE>

POWER OF ATTORNEY

WITH RESPECT TO THE GLENBROOK LIFE
VARIABLE LIFE SEPARATE ACCOUNT B

Know all men by these presents that Peter H. Heckman, whose signature appears
below, constitutes and appoints Louis G. Lower, II, and Michael J. Velotta, and
each of them, his attorneys-in-fact, with power of substitution, and his in any
and all capacities, to sign any Form S-6 registration statements and amendments
thereto under the Federal Securities Laws for the Glenbrook Life Variable Life
Separate Account B 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.

Date MAY 8, 1997

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

<PAGE>

POWER OF ATTORNEY

WITH RESPECT TO THE GLENBROOK LIFE
VARIABLE LIFE SEPARATE ACCOUNT B

Know all men by these presents that James P. Zils, whose signature appears
below, constitutes and appoints Louis G. Lower, II, and Michael J. Velotta, and
each of them, his attorneys-in-fact, with power of substitution, and his in any
and all capacities, to sign any Form S-6 registration statements and amendments
thereto under the Federal Securities Laws for the Glenbrook Life Variable Life
Separate Account B 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.

Date MAY 8, 1997

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

<PAGE>

POWER OF ATTORNEY

WITH RESPECT TO THE GLENBROOK LIFE
VARIABLE LIFE SEPARATE ACCOUNT B

Know all men by these presents that Casey J. Sylla, whose signature appears
below, constitutes and appoints Louis G. Lower, II, and Michael J. Velotta, and
each of them, his attorneys-in-fact, with power of substitution, and his in any
and all capacities, to sign any Form S-6 registration statements and amendments
thereto under the Federal Securities Laws for the Glenbrook Life Variable Life
Separate Account B 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.

Date MAY 8, 1997

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

<PAGE>

POWER OF ATTORNEY

WITH RESPECT TO THE GLENBROOK LIFE
VARIABLE LIFE SEPARATE ACCOUNT B

Know all men by these presents that G. Craig Whitehead, whose signature appears
below, constitutes and appoints Louis G. Lower, II, and Michael J. Velotta, and
each of them, his attorneys-in-fact, with power of substitution, and his in any
and all capacities, to sign any Form S-6 registration statements and amendments
thereto under the Federal Securities Laws for the Glenbrook Life Variable Life
Separate Account B 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.

Date MAY 8, 1997

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

<PAGE>

POWER OF ATTORNEY

WITH RESPECT TO THE GLENBROOK LIFE
VARIABLE LIFE SEPARATE ACCOUNT B

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 S-6 registration statements and amendments
thereto under the Federal Securities Laws for the Glenbrook Life Variable Life
Separate Account B 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.

Date MAY 8, 1997

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

<PAGE>

POWER OF ATTORNEY

WITH RESPECT TO THE GLENBROOK LIFE
VARIABLE LIFE SEPARATE ACCOUNT B

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 S-6 registration statements and amendments
thereto under the Federal Securities Laws for the Glenbrook Life Variable Life
Separate Account B 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.

Date MAY 8, 1997

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

<PAGE>

POWER OF ATTORNEY

WITH RESPECT TO THE GLENBROOK LIFE
VARIABLE LIFE SEPARATE ACCOUNT B

Know all men by these presents that Keith A. Hauschildt, whose signature appears
below, constitutes and appoints Louis G. Lower, II, and Michael J. Velotta, and
each of them, his attorneys-in-fact, with power of substitution, and his in any
and all capacities, to sign any Form S-6 registration statements and amendments
thereto under the Federal Securities Laws for the Glenbrook Life Variable Life
Separate Account B 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.

Date MAY 8, 1997

/s/KEITH A. HAUSCHILDT
- --------------------------
Keith A. Hauschildt
Assistant Vice President and Controller