ALLSTATE LIFE INSURANCE CO SEPARATE ACCOUNT A
497, 2000-05-24
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<PAGE>
THE PUTNAM ALLSTATE ADVISOR

ALLSTATE LIFE INSURANCE COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
TELEPHONE NUMBER: 1-800-390-1277                 PROSPECTUS DATED APRIL 28, 2000

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

Allstate Life Insurance Company ("ALLSTATE") is offering the following
individual and group flexible premium deferred variable annuity contracts (each,
a "CONTRACT"):

    - Putnam Allstate Advisor

    - Putnam Allstate Advisor Plus

    - Putnam Allstate Advisor Preferred

This prospectus contains information about each Contract that you should know
before investing. Please keep it for future reference. Not all Contracts may be
available in all states or through your sales representative. Please check with
your sales representative for details.

Each Contract currently offers several investment alternatives ("INVESTMENT
ALTERNATIVES"). The investment alternatives include up to 3 fixed account
options ("FIXED ACCOUNT OPTIONS"), depending on the Contract, and include 24
variable sub-accounts ("VARIABLE SUB-ACCOUNTS") of the Allstate Life Insurance
Company Separate Account A ("VARIABLE ACCOUNT"). Each Variable Sub-Account
invests exclusively in the class IB shares of one of the following mutual fund
portfolios ("FUNDS") of Putnam Variable Trust:

<TABLE>
<S>                                             <C>
Putnam VT American Government Income Fund       Putnam VT International Growth and Income Fund
Putnam VT Asia Pacific Growth Fund              Putnam VT International New Opportunities Fund
Putnam VT Diversified Income Fund               Putnam VT Investors Fund
Putnam VT The George Putnam Fund of Boston      Putnam VT Money Market Fund
Putnam VT Global Asset Allocation Fund          Putnam VT New Opportunities Fund
Putnam VT Global Growth Fund                    Putnam VT New Value Fund
Putnam VT Growth and Income Fund                Putnam VT OTC & Emerging Growth Fund
Putnam VT Growth Opportunities Fund             Putnam VT Research Fund
Putnam VT Health Sciences Fund                  Putnam VT Small Cap Value Fund
Putnam VT High Yield Fund                       Putnam VT Utilities Growth and Income Fund
Putnam VT Income Fund                           Putnam VT Vista Fund
Putnam VT International Growth Fund             Putnam VT Voyager Fund
</TABLE>

For PUTNAM ALLSTATE ADVISOR PLUS CONTRACTS, each time you make a purchase
payment, we will add to your Contract value ("CONTRACT VALUE") a credit
enhancement ("CREDIT ENHANCEMENT") equal to 4% of such purchase payment.
Expenses for this Contract may be higher than a Contract without the Credit
Enhancement. Over time, the amount of the Credit Enhancement may be more than
offset by the fees associated with the Credit Enhancement.

WE (Allstate) have filed a Statement of Additional Information, dated April 28,
2000, with the Securities and Exchange Commission ("SEC"). It contains more
information about each Contract and is incorporated herein by reference, which
means that it is legally a part of this prospectus. Its table of contents
appears on page 36 of this prospectus. For a free copy, please write or call us
at the address or telephone number above, or go to the SEC's Web site
(http://www.sec.gov). You can find other information and documents about us,
including documents that are legally part of this prospectus, at the SEC's Web
site.
- --------------------------------------------------------------------------------

<TABLE>
<C>                <S>
                   THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
                   DISAPPROVED THE SECURITIES DESCRIBED IN THIS PROSPECTUS, NOR
                   HAS IT PASSED ON THE ACCURACY OR THE ADEQUACY OF THIS
                   PROSPECTUS. ANY ONE WHO TELLS YOU OTHERWISE IS COMMITTING A
                   FEDERAL CRIME.
    IMPORTANT      THE CONTRACTS MAY BE DISTRIBUTED THROUGH BROKER-DEALERS THAT
     NOTICES       HAVE RELATIONSHIPS WITH BANKS OR OTHER FINANCIAL
                   INSTITUTIONS OR BY EMPLOYEES OF SUCH BANKS. HOWEVER, THE
                   CONTRACTS ARE NOT DEPOSITS, OR OBLIGATIONS OF, OR GUARANTEED
                   BY SUCH INSTITUTIONS OR ANY FEDERAL REGULATORY AGENCY.
                   INVESTMENT IN THE CONTRACTS INVOLVES INVESTMENT RISKS,
                   INCLUDING POSSIBLE LOSS OF PRINCIPAL.

                   THE CONTRACTS ARE NOT FDIC INSURED.
</TABLE>

                                  - PROSPECTUS
                            1
<PAGE>
TABLE OF CONTENTS
- -------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                        PAGE
<S>                                                                     <C>
- ----------------------------------------------------------------------------
OVERVIEW
- ----------------------------------------------------------------------------
   Important Terms                                                        3
- ----------------------------------------------------------------------------
   The Contracts at a Glance                                              5
- ----------------------------------------------------------------------------
   How the Contracts Work                                                 8
- ----------------------------------------------------------------------------
   Expense Table                                                          9
- ----------------------------------------------------------------------------
   Financial Information                                                 13
- ----------------------------------------------------------------------------
CONTRACT FEATURES
- ----------------------------------------------------------------------------
   The Contracts                                                         14
- ----------------------------------------------------------------------------
   Purchases                                                             15
- ----------------------------------------------------------------------------
   Contract Value                                                        17
- ----------------------------------------------------------------------------
   Investment Alternatives                                               18
- ----------------------------------------------------------------------------
      The Variable Sub-Accounts                                          18
- ----------------------------------------------------------------------------
      The Fixed Account                                                  19
- ----------------------------------------------------------------------------
      Transfers                                                          19
- ----------------------------------------------------------------------------
</TABLE>

<TABLE>
- ----------------------------------------------------------------------------
<CAPTION>
                                                                        PAGE
<S>                                                                     <C>

   Expenses                                                              21
- ----------------------------------------------------------------------------
   Access to Your Money                                                  24
- ----------------------------------------------------------------------------
   Income Payments                                                       24
- ----------------------------------------------------------------------------
   Death Benefits                                                        28
- ----------------------------------------------------------------------------
OTHER INFORMATION
- ----------------------------------------------------------------------------
   More Information                                                      30
- ----------------------------------------------------------------------------
   Taxes                                                                 32
- ----------------------------------------------------------------------------
   Performance Information                                               34
- ----------------------------------------------------------------------------
   Statement of Additional Information Table of Contents                 36
- ----------------------------------------------------------------------------
APPENDIX A                                                              A-1
- ----------------------------------------------------------------------------
APPENDIX B                                                              B-1
- ----------------------------------------------------------------------------
APPENDIX C                                                              C-1
- ----------------------------------------------------------------------------
APPENDIX D                                                              D-1
- ----------------------------------------------------------------------------
</TABLE>

                            2     - PROSPECTUS
<PAGE>
IMPORTANT TERMS
- -------------------------------------------------------------------

This prospectus uses a number of important terms that you may not be familiar
with. The index below identifies the page that describes each term. The first
use of each term in this prospectus appears in highlights.

<TABLE>
<CAPTION>
                                                                             PAGE
<S>                                                                     <C>
- ---------------------------------------------------------------------------------
   Accumulation Phase                                                           8
- ---------------------------------------------------------------------------------
   Accumulation Unit                                                           13
- ---------------------------------------------------------------------------------
   Accumulation Unit Value                                                     13
- ---------------------------------------------------------------------------------
   Allstate ("We")                                                              1
- ---------------------------------------------------------------------------------
   Annuitant                                                                   14
- ---------------------------------------------------------------------------------
   Automatic Additions Program                                                 15
- ---------------------------------------------------------------------------------
   Automatic Fund Rebalancing Program                                          21
- ---------------------------------------------------------------------------------
   Beneficiary                                                                 14
- ---------------------------------------------------------------------------------
   Cancellation Period                                                          5
- ---------------------------------------------------------------------------------
   *Contract                                                                    1
- ---------------------------------------------------------------------------------
   Contract Anniversary                                                         6
- ---------------------------------------------------------------------------------
   Contract Owner ("You")                                                       8
- ---------------------------------------------------------------------------------
   Contract Value                                                              17
- ---------------------------------------------------------------------------------
   Contract Year                                                                7
- ---------------------------------------------------------------------------------
   Credit Enhancement                                                           1
- ---------------------------------------------------------------------------------
   Dollar Cost Averaging Program                                               20
- ---------------------------------------------------------------------------------
   Due Proof of Death                                                          28
- ---------------------------------------------------------------------------------
   Enhanced Beneficiary Protection Option                                      28
- ---------------------------------------------------------------------------------
   Fixed Account Options                                                        1
- ---------------------------------------------------------------------------------
</TABLE>

<TABLE>
- ---------------------------------------------------------------------------------
<CAPTION>
                                                                             PAGE
<S>                                                                     <C>
   Free Withdrawal Amount                                                      22
- ---------------------------------------------------------------------------------
   Funds                                                                        1
- ---------------------------------------------------------------------------------
   Guarantee Period                                                            19
- ---------------------------------------------------------------------------------
   Income Base                                                                 27
- ---------------------------------------------------------------------------------
   Income Plan                                                                 24
- ---------------------------------------------------------------------------------
   Investment Alternatives                                                      1
- ---------------------------------------------------------------------------------
   Issue Date                                                                   8
- ---------------------------------------------------------------------------------
   Maximum Anniversary Value                                                   28
- ---------------------------------------------------------------------------------
   Payout Phase                                                                 8
- ---------------------------------------------------------------------------------
   Payout Start Date                                                           24
- ---------------------------------------------------------------------------------
   Retirement Income Guarantee Rider                                           26
- ---------------------------------------------------------------------------------
   Right to Cancel                                                             16
- ---------------------------------------------------------------------------------
   SEC                                                                          1
- ---------------------------------------------------------------------------------
   Settlement Value                                                            29
- ---------------------------------------------------------------------------------
   Standard Fixed Account Option                                               19
- ---------------------------------------------------------------------------------
   Systematic Withdrawal Program                                               24
- ---------------------------------------------------------------------------------
   Valuation Date                                                              15
- ---------------------------------------------------------------------------------
   Variable Account                                                             1
- ---------------------------------------------------------------------------------
   Variable Sub-Account                                                         1
- ---------------------------------------------------------------------------------
</TABLE>

*In certain states a Contract may be available only as a group Contract. If you
 purchase a group Contract, we will issue you a certificate that represents your
 ownership and that summarizes the provisions of the group Contract. References
 to "Contract" in this prospectus include certificates, unless the context
 requires otherwise. References to "Contract" also include all three Contracts
 listed on the cover page of this prospectus, unless otherwise noted. However,
 we administer each Contract separately.

                            3     - PROSPECTUS
<PAGE>
OVERVIEW OF CONTRACTS
- -------------------------------------------------------------------

The Contracts offer many of the same basic features and benefits. They differ
primarily with respect to the charges imposed, as follows:

- - The PUTNAM ALLSTATE ADVISOR CONTRACT has a mortality and expense risk charge
  of 1.25%, an annual contract maintenance charge of $30, a withdrawal charge of
  up to 7% with a 7 year withdrawal charge period, and an annual Free Withdrawal
  Amount.

- - The PUTNAM ALLSTATE ADVISOR PLUS CONTRACT offers a 4% Credit Enhancement on
  purchase payments, a higher mortality and expense risk charge (1.60%), no
  contract maintenance charge, a higher withdrawal charge (up to 8%) with a
  longer withdrawal charge period (8 years), and an annual Free Withdrawal
  Amount.

- - The PUTNAM ALLSTATE ADVISOR PREFERRED CONTRACT has a higher mortality and
  expense risk charge (1.65%), no contract maintenance charge, a lower
  withdrawal charge (up to 2%) with a shorter withdrawal charge period
  (2 years), but no Free Withdrawal Amount.

Other differences among the Contracts relate to the minimum initial purchase
payment, the maximum age of Contract owners and Annuitants, available Fixed
Account Options and available withdrawal charge waivers. For a side-by-side
comparison of these differences, please turn to Appendix D of this prospectus.

                            4     - PROSPECTUS
<PAGE>
THE CONTRACTS AT A GLANCE
- -------------------------------------------------------------------

The following is a snapshot of the Contracts. Please read the remainder of this
prospectus for more information.

<TABLE>
<S>                                         <C>
FLEXIBLE PAYMENTS                           You can purchase each Contract with as little as:
                                            -  $1,000 for PUTNAM ALLSTATE ADVISOR CONTRACTS
                                            -  $10,000 for PUTNAM ALLSTATE ADVISOR PLUS CONTRACTS
                                            -  $10,000 for PUTNAM ALLSTATE ADVISOR PREFERRED CONTRACTS
                                            PUTNAM ALLSTATE ADVISOR CONTRACTS that are QUALIFIED
                                            CONTRACTS, which are Contracts issued with a qualified plan,
                                            can be purchased with an initial purchase payment of $500 or
                                            more. You can add to your Contract as often and as much as
                                            you like, but each subsequent payment must be at least $500
                                            ($50 for automatic payments). We may limit the amount of any
                                            additional purchase payment to a maximum of $1,000,000. You
                                            must maintain a minimum account size of $1,000.
                                            For PUTNAM ALLSTATE ADVISOR PLUS CONTRACTS, each time you
                                            make a purchase payment, we will add to your Contract Value
                                            a Credit Enhancement equal to 4% of such purchase payment.
- --------------------------------------------------------------------------------------------------------

RIGHT TO CANCEL                             You may cancel your Contract within 20 days of receipt or
                                            any longer period as your state may require ("CANCELLATION
                                            PERIOD"). Upon cancellation, we will return your purchase
                                            payments adjusted, to the extent federal or state law
                                            permits, to reflect the investment experience of any amounts
                                            allocated to the Variable Account. If you exercise your
                                            RIGHT TO CANCEL the Contract, the amount we refund to you
                                            will not include any Credit Enhancement. See "Right to
                                            Cancel" for details.
- --------------------------------------------------------------------------------------------------------

EXPENSES                                    Each Fund pays expenses that you will bear indirectly if you
                                            invest in a Variable Sub-Account. You also will bear the
                                            following expenses:
                                            PUTNAM ALLSTATE ADVISOR CONTRACTS
                                            -  Annual mortality and expense risk charge equal to 1.25%
                                               of average daily net assets.
                                            -  Annual contract maintenance charge of $30 (waived in
                                               certain cases)
                                            -  Withdrawal charges ranging from 0% to 7% of purchase
                                               payments withdrawn (with certain exceptions)
                                            PUTNAM ALLSTATE ADVISOR PLUS CONTRACTS
                                            -  Annual mortality and expense risk charge equal to 1.60%
                                               of average daily net assets.
                                            -  Withdrawal charges ranging from 0% to 8% of purchase
                                               payments withdrawn (with certain exceptions)
                                            PUTNAM ALLSTATE ADVISOR PREFERRED CONTRACTS
                                            -  Annual mortality and expense risk charge equal to 1.65%
                                               of average daily net assets.
                                            -  Withdrawal charges ranging from 0% to 2% of purchase
                                               payments withdrawn (with certain exceptions)
</TABLE>

                            5     - PROSPECTUS
<PAGE>
<TABLE>
<S>                                         <C>
- --------------------------------------------------------------------------------------------------------

EXPENSES (CONT'D)                           ALL CONTRACTS
                                            -  An additional 0.15% applies to the annual mortality and
                                               expense risk charge if you select the ENHANCED
                                               BENEFICIARY PROTECTION OPTION.
                                            -  If you select a Retirement Income Guarantee Rider you
                                               would pay an additional fee at the annual rate of 0.05%
                                               or 0.30% (depending on the option you select) of the
                                               INCOME BASE in effect on a Contract anniversary
                                               ("CONTRACT ANNIVERSARY")
                                            -  Transfer fee equal to 0.50% of the amount transferred
                                               after 12th transfer in any Contract year ("CONTRACT
                                               YEAR"), which we measure from the date we issue your
                                               Contract or a Contract Anniversary.
                                            -  State premium tax (if your state imposes one)
- --------------------------------------------------------------------------------------------------------

INVESTMENT ALTERNATIVES                     Each Contract offers several investment alternatives
                                            including:
                                            -  a Standard Fixed Account Option that credits interest at
                                               rates we guarantee, and
                                            -  24 Variable Sub-Accounts investing in Funds offering
                                               professional money management by Putnam Investment
                                               Management, Inc.
                                            PUTNAM ALLSTATE ADVISOR CONTRACTS offer 2 additional Fixed
                                            Account Options that credit interest at rates we guarantee.
                                            To find out current rates being paid on the Fixed Account
                                            Option(s), or to find out how the Variable Sub-Accounts have
                                            performed, please call us at 1-800-390-1277.
- --------------------------------------------------------------------------------------------------------

SPECIAL SERVICES                            For your convenience, we offer these special services:
                                            -  AUTOMATIC FUND REBALANCING PROGRAM
                                            -  AUTOMATIC ADDITIONS PROGRAM
                                            -  DOLLAR COST AVERAGING PROGRAM
                                            -  SYSTEMATIC WITHDRAWAL PROGRAM
- --------------------------------------------------------------------------------------------------------

INCOME PAYMENTS                             You can choose fixed income payments, variable income
                                            payments, or a combination of the two. You can receive your
                                            income payments in one of the following ways:
                                            -  life income with guaranteed payments
                                            -  a joint and survivor life income with guaranteed payments
                                            -  guaranteed payments for a specified period (5 to 30
                                               years)
                                            Allstate also offers two Retirement Income Guarantee Riders
                                            that allow you to lock in a dollar amount that you can apply
                                            towards fixed income payments.
</TABLE>

                            6     - PROSPECTUS
<PAGE>
<TABLE>
<S>                                         <C>
- --------------------------------------------------------------------------------------------------------

DEATH BENEFITS                              If you die before income payments begin, we will pay the
                                            death benefit described in the Contract. We also offer an
                                            Enhanced Beneficiary Protection Option.
- --------------------------------------------------------------------------------------------------------

TRANSFERS                                   Before the Payout Start Date, you may transfer your Contract
                                            Value among the investment alternatives, with certain
                                            restrictions. The minimum amount you may transfer is $100 or
                                            the amount remaining in the investment alternative, if less.
                                            A charge may apply after the 12th transfer in each Contract
                                            year.
- --------------------------------------------------------------------------------------------------------

WITHDRAWALS                                 You may withdraw some or all of your Contract Value at
                                            anytime during the Accumulation Phase and during the Payout
                                            Phase in certain cases. In general, you must withdraw at
                                            least $50 at a time ($1,000 during the Payout Phase). A 10%
                                            federal tax penalty may apply if you withdraw before you are
                                            59 1/2 years old. A withdrawal charge also may apply.
</TABLE>

                            7     - PROSPECTUS
<PAGE>
HOW THE CONTRACTS WORK
- -------------------------------------------------------------------

Each Contract basically works in two ways.

First, each Contract can help you (we assume you are the "CONTRACT OWNER") save
for retirement because you can invest in your Contract's investment alternatives
and pay no federal income taxes on any earnings until you withdraw them. You do
this during what we call the "ACCUMULATION PHASE" of the Contract. The
Accumulation Phase begins on the date we issue your Contract (we call that date
the "ISSUE DATE") and continues until the Payout Start Date, which is the date
we apply your money to provide income payments. During the Accumulation Phase,
you may allocate your purchase payments to any combination of the Variable
Sub-Accounts and/or Fixed Account Options. If you invest in a Fixed Account
Option, you will earn a fixed rate of interest that we declare periodically. If
you invest in any of the Variable Sub-Accounts, your investment return will vary
up or down depending on the performance of the corresponding Funds.

Second, each Contract can help you plan for retirement because you can use it to
receive retirement income for life and/or for a pre-set number of years, by
selecting one of the income payment options (we call these "INCOME PLANS")
described on page 24. You receive income payments during what we call the
"PAYOUT PHASE" of the Contract, which begins on the Payout Start Date and
continues until we make the last payment required by the Income Plan you select.
During the Payout Phase, if you select a fixed income payment option, we
guarantee the amount of your payments, which will remain fixed. If you select a
variable income payment option, based on one or more of the Variable
Sub-Accounts, the amount of your payments will vary up or down depending on the
performance of the corresponding Funds. The amount of money you accumulate under
your Contract during the Accumulation Phase and apply to an Income Plan will
determine the amount of your income payments during the Payout Phase.

The timeline below illustrates how you might use your Contract.

<TABLE>
<CAPTION>
         ISSUE           ACCUMULATION PHASE       PAYOUT START      PAYOUT PHASE
          DATE                                        DATE
  <S>                   <C>                   <C>                   <C>                   <C>
  ------------------------------------------------------------------------------------------------------------
  You buy               You save for          You start receiving   You can receive       Or you can receive
  a Contract            retirement            income                income payments       income
                                              payments or receive   for a set period      payments for life
                                              a lump sum payment
</TABLE>

As the Contract Owner, you exercise all of the rights and privileges provided by
the Contract. If you die, any surviving Contract Owner or, if there is none, the
BENEFICIARY will exercise the rights and privileges provided by the Contract.
SEE "The Contract." In addition, if you die before the Payout Start Date, we
will pay a death benefit to any surviving Contract Owner or, if there is none,
to your Beneficiary. SEE "Death Benefits."

Please call us at 1-800-390-1277 if you have any question about how the
Contracts work.

                            8     - PROSPECTUS
<PAGE>
EXPENSE TABLE
- -------------------------------------------------------------------

The table below lists the expenses that you will bear directly or indirectly
when you buy a Contract. The table and the examples that follow do not reflect
premium taxes that may be imposed by the state where you reside. For more
information about Variable Account expenses, see "Expenses," below. For more
information about Fund expenses, please refer to the accompanying prospectus for
the Funds.

CONTRACT OWNER TRANSACTION EXPENSES
Withdrawal Charge (as a percentage of purchase payments withdrawn)*

<TABLE>
<CAPTION>
                                                    Number of Complete Years Since We Received Payment
Contract:                                           Being Withdrawn/Applicable Charge:
<S>                                                 <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
- ------------------------------------------------------------------------------------------------------
<CAPTION>
Putnam Allstate Advisor                             0     1     2     3     4     5     6     7+
- ------------------------------------------------------------------------------------------------------
<S>                                                 <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
                                                    7%    7%    6%    5%    4%    3%    2%    0%
- ------------------------------------------------------------------------------------------------------
<CAPTION>
Putnam Allstate Advisor Plus                        0     1     2+    3     4     5     6     7     8+
- ------------------------------------------------------------------------------------------------------
<S>                                                 <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
                                                    8%    8%    8%    7%    6%    5%    4%    3%    0%
- ------------------------------------------------------------------------------------------------------
<CAPTION>
Putnam Allstate Advisor Preferred                   0     1     2+
- ------------------------------------------------------------------------------------------------------
<S>                                                 <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
                                                    2%    1%    0%
- ------------------------------------------------------------------------------------------------------
Annual Contract Maintenance Charge
- ------------------------------------------------------------------------------------------------------
Contract:
- ------------------------------------------------------------------------------------------------------
Putnam Allstate Advisor                             $30***
- ------------------------------------------------------------------------------------------------------
Putnam Allstate Advisor Plus                        None
- ------------------------------------------------------------------------------------------------------
Putnam Allstate Advisor Preferred                   None
- ------------------------------------------------------------------------------------------------------
Transfer Fee                                        0.50% of the amount transferred****
- ------------------------------------------------------------------------------------------------------
</TABLE>

   *Under PUTNAM ALLSTATE ADVISOR and PUTNAM ALLSTATE ADVISOR PLUS CONTRACTS,
    each Contract Year, you may withdraw up to the FREE WITHDRAWAL AMOUNT
    offered under your Contract without incurring a withdrawal charge. SEE
    "Withdrawal Charges," for more information.

  **Currently assessed on Contracts that have total purchase payments of at
    least $1,000,000.

 ***Waived in certain cases. SEE "Expenses."

****Applies solely to the 13th and subsequent transfers within a Contract Year,
    excluding transfers due to dollar cost averaging and automatic fund
    rebalancing.

VARIABLE ACCOUNT ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE DAILY NET ASSET
VALUE DEDUCTED FROM EACH VARIABLE SUB-ACCOUNT)

<TABLE>
<CAPTION>
                                                    Mortality and                      Total Variable
                                                    Expense Risk     Administrative    Account Annual
Contract                                               Charge*           Charge           Expenses
<S>                                                 <C>              <C>               <C>
- -----------------------------------------------------------------------------------------------------
Putnam Allstate Advisor                                 1.25%            0.00%             1.25%
- -----------------------------------------------------------------------------------------------------
Putnam Allstate Advisor Plus                            1.60%            0.00%             1.60%
- -----------------------------------------------------------------------------------------------------
Putnam Allstate Advisor Preferred                       1.65%            0.00%             1.65%
- -----------------------------------------------------------------------------------------------------
</TABLE>

*If you select the Enhanced Beneficiary Protection Option, the mortality and
 expense risk charge will be an additional 0.15%.

RETIREMENT INCOME GUARANTEE RIDER EXPENSES
If you select a Retirement Income Guarantee Rider, you would pay an additional
fee at the annual rate of 0.05% or 0.30% (depending on the Option you select) of
the Income Base in effect on a Contract Anniversary. See "Retirement Income
Guarantee Riders" for details.

                            9     - PROSPECTUS
<PAGE>
FUND ANNUAL EXPENSES (AFTER VOLUNTARY REDUCTIONS AND REIMBURSEMENTS)
(AS A PERCENTAGE OF FUND AVERAGE DAILY NET ASSETS)(1)

<TABLE>
<CAPTION>
                                                           Management          Rule 12b-1           Other           Total Annual
Fund                                                           Fee                 Fee             Expenses         Fund Expenses
<S>                                                        <C>                 <C>                 <C>              <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam VT American Government Income Fund(2)                  0.41%               0.15%             0.49%               1.05%
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam VT Asia Pacific Growth Fund                            0.80%               0.15%             0.33%               1.28%
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam VT Diversified Income Fund                             0.68%               0.15%             0.10%               0.93%
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam VT The George Putnam Fund of Boston                    0.65%               0.15%             0.18%               0.98%
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam VT Global Asset Allocation Fund                        0.65%               0.15%             0.12%               0.92%
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam VT Global Growth Fund                                  0.61%               0.15%             0.12%               0.88%
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam VT Growth and Income Fund                              0.46%               0.15%             0.04%               0.65%
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam VT Growth Opportunities Fund                           0.70%               0.15%             0.20%               1.05%
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam VT Health Sciences Fund                                0.70%               0.15%             0.13%               0.98%
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam VT High Yield Fund                                     0.65%               0.15%             0.07%               0.87%
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam VT Income Fund                                         0.60%               0.15%             0.07%               0.82%
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam VT International Growth Fund                           0.80%               0.15%             0.22%               1.17%
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam VT International Growth and Income Fund                0.80%               0.15%             0.18%               1.13%
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam VT International New Opportunities Fund                1.08%               0.15%             0.33%               1.56%
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam VT Investors Fund                                      0.63%               0.15%             0.08%               0.86%
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam VT Money Market Fund                                   0.41%               0.15%             0.08%               0.64%
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam VT New Opportunities Fund                              0.54%               0.15%             0.05%               0.74%
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam VT New Value Fund                                      0.70%               0.15%             0.10%               0.95%
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam VT OTC & Emerging Growth Fund(3)                       0.53%               0.15%             0.37%               1.05%
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam VT Research Fund(3)                                    0.54%               0.15%             0.31%               1.00%
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam VT Small Cap Value Fund                                0.53%               0.15%             0.76%               1.44%
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam VT Utilities Growth and Income Fund                    0.65%               0.15%             0.06%               0.86%
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam VT Vista Fund                                          0.65%               0.15%             0.10%               0.90%
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam VT Voyager Fund                                        0.53%               0.15%             0.04%               0.72%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Figures shown in the table are based on the Funds' last fiscal year ended
    December 31, 1999, except that the figures for the Putnam VT Small Cap Value
    fund, which commenced operations on April 30, 1999, and Putnam VT American
    Government Income Fund and Putnam VT Growth Opportunities Fund, which
    commenced operations on January 31, 2000, are based on estimates for the
    Funds' current fiscal year. Figures shown in the table include amounts paid
    through expense offset and brokerage service arrangements. See the Funds'
    prospectus for more information about Rule 12b-1 fees payable under the
    Funds' distribution plan.

(2) Absent voluntary reductions and reimbursements, the estimated management
    fees, Rule 12b-1 fees, other expenses, and total annual fund expenses for
    the Putnam VT American Government Income Fund expressed as a percentage of
    average net assets of the Fund would have been as follows:

<TABLE>
    <S>                                                     <C>                 <C>               <C>              <C>
    Putnam VT American Government Income Fund                  0.65%              0.15%            0.49%               1.29%
    ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(3) Absent voluntary reductions and reimbursements for certain Funds (but
    including amounts paid through expense offset and brokerage service
    arrangements), management fees, Rule 12b-1 fees, other expenses, and total
    annual Fund expenses expressed as a percentage of average net assets of the
    Funds would have been as follows:

<TABLE>
    <S>                                                     <C>                 <C>               <C>              <C>
    Putnam VT OTC & Emerging Growth Fund                       0.70%              0.15%            0.37%               1.22%
    ----------------------------------------------------------------------------------------------------------------------------
    Putnam VT Research Fund                                    0.65%              0.15%            0.31%               1.11%
    ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                            10    - PROSPECTUS
<PAGE>
EXAMPLE 1

The example below shows the dollar amount of expenses that you would bear
directly or indirectly if you:

- - invested a $1,000 in a Variable Sub-Account,

- - earned a 5% annual return on your investment,

- - surrendered your Contract, or began receiving income payments for a specified
  period of less than 120 months, at the end of each time period;

- - elect the Enhanced Beneficiary Protection Option; and

- - elect Retirement Income Guarantee Rider 2 (assuming Income Base B).

THE EXAMPLE ASSUMES THAT ANY FUND EXPENSE WAIVERS OR REIMBURSEMENT ARRANGEMENTS
DESCRIBED IN THE FOOTNOTES ABOVE ARE IN EFFECT FOR THE TIME PERIODS PRESENTED
BELOW. THE EXAMPLE DOES NOT INCLUDE ANY TAXES OR TAX PENALTIES YOU MAY BE
REQUIRED TO PAY IF YOU SURRENDER YOUR CONTRACT.

<TABLE>
<CAPTION>
                                                              Putnam Allstate           Putnam Allstate         Putnam Allstate
                                                                  Advisor                Advisor Plus          Advisor Preferred
Sub-Account                                                1 Year         3 Year     1 Year         3 Year     1 Year     3 Year
<S>                                                       <C>            <C>        <C>            <C>        <C>        <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam American Government Income                           $88            $132       $100           $157       $40        $ 90
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Asia Pacific Growth                                  $91            $139       $102           $164       $42        $ 97
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Diversified Income                                   $87            $128       $ 99           $154       $38        $ 87
- ---------------------------------------------------------------------------------------------------------------------------------
The George Putnam Fund                                      $88            $129       $ 99           $155       $39        $ 88
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Global Asset Allocation                              $87            $128       $ 99           $153       $38        $ 87
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Global Growth                                        $87            $126       $ 98           $152       $38        $ 85
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Growth and Income                                    $84            $119       $ 96           $145       $35        $ 78
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Growth Opportunities                                 $88            $132       $100           $157       $40        $ 90
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Health Sciences                                      $88            $129       $ 99           $155       $39        $ 88
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam High Yield                                           $87            $126       $ 98           $152       $38        $ 85
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Income                                               $86            $124       $ 98           $150       $37        $ 83
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam International Growth                                 $90            $135       $101           $161       $41        $ 94
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam International Growth and Income                      $89            $134       $101           $160       $40        $ 93
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam International New Opportunities                      $94            $147       $105           $173       $45        $106
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Investors                                            $87            $126       $ 98           $151       $38        $ 85
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Money Market                                         $84            $119       $ 96           $145       $35        $ 78
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam New Opportunities                                    $85            $122       $ 97           $148       $36        $ 81
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam New Value                                            $87            $128       $ 99           $154       $39        $ 87
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam OTC & Emerging Growth                                $88            $132       $100           $157       $40        $ 90
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Research                                             $88            $130       $ 99           $156       $39        $ 89
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Small Cap Value                                      $92            $143       $104           $169       $44        $102
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Utilities Growth and Income                          $87            $126       $ 98           $151       $38        $ 85
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Vista                                                $87            $127       $ 98           $153       $38        $ 86
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Voyager                                              $85            $121       $ 96           $147       $36        $ 80
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                            11    - PROSPECTUS
<PAGE>
EXAMPLE 2

Same assumptions as Example 1 above, except that you decide not to surrender
your Contract, or you began receiving income payments for at least 120 months if
under an Income Plan for a specified period, at the end of each period.

<TABLE>
<CAPTION>
                                                              Putnam Allstate           Putnam Allstate         Putnam Allstate
                                                                  Advisor                Advisor Plus          Advisor Preferred
Sub-Account                                                1 Year         3 Year     1 Year         3 Year     1 Year     3 Year
<S>                                                       <C>            <C>        <C>            <C>        <C>        <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam American Government Income                           $29            $ 89       $ 32           $ 98       $ 30       $ 90
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Asia Pacific Growth                                  $31            $ 96       $ 34           $105       $ 32       $ 97
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Diversified Income                                   $28            $ 85       $ 31           $ 94       $ 28       $ 87
- ---------------------------------------------------------------------------------------------------------------------------------
The George Putnam Fund                                      $28            $ 87       $ 31           $ 96       $ 29       $ 88
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Global Asset Allocation                              $28            $ 85       $ 31           $ 94       $ 28       $ 87
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Global Growth                                        $27            $ 84       $ 30           $ 93       $ 28       $ 85
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Growth and Income                                    $25            $ 77       $ 28           $ 86       $ 25       $ 78
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Growth Opportunities                                 $29            $ 89       $ 32           $ 98       $ 30       $ 90
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Health Sciences                                      $28            $ 87       $ 31           $ 96       $ 29       $ 88
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam High Yield                                           $27            $ 84       $ 30           $ 92       $ 28       $ 85
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Income                                               $27            $ 82       $ 30           $ 91       $ 27       $ 83
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam International Growth                                 $30            $ 93       $ 33           $101       $ 31       $ 94
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam International Growth and Income                      $30            $ 91       $ 33           $100       $ 30       $ 93
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam International New Opportunities                      $34            $105       $ 37           $113       $ 35       $106
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Investors                                            $27            $ 83       $ 30           $ 92       $ 28       $ 85
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Money Market                                         $25            $ 76       $ 28           $ 85       $ 25       $ 78
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam New Opportunities                                    $26            $ 80       $ 29           $ 88       $ 26       $ 81
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam New Value                                            $28            $ 86       $ 31           $ 95       $ 29       $ 87
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam OTC & Emerging Growth                                $29            $ 89       $ 32           $ 98       $ 30       $ 90
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Research                                             $28            $ 87       $ 31           $ 96       $ 29       $ 89
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Small Cap Value                                      $33            $101       $ 36           $110       $ 34       $102
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Utilities Growth and Income                          $27            $ 83       $ 30           $ 92       $ 28       $ 85
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Vista                                                $27            $ 84       $ 30           $ 93       $280       $859
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Voyager                                              $26            $ 79       $ 28           $ 88       $261       $803
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

PLEASE REMEMBER THAT YOU ARE LOOKING AT EXAMPLES AND NOT A REPRESENTATION OF
PAST OR FUTURE EXPENSES. YOUR ACTUAL EXPENSES MAY BE LOWER OR GREATER THAN THOSE
SHOWN ABOVE. SIMILARLY, YOUR RATE OF RETURN MAY BE LOWER OR GREATER THAN 5%,
WHICH IS NOT GUARANTEED. THE ABOVE EXAMPLES ASSUME THE ELECTION OF THE ENHANCED
BENEFICIARY PROTECTION OPTION AND THE RETIREMENT INCOME GUARANTEE RIDER 2 AND
THAT INCOME BASE B IS APPLIED. IF ONE OR BOTH OF THESE FEATURES WERE NOT
ELECTED, THE EXPENSE FIGURES SHOWN ABOVE WOULD BE SLIGHTLY LOWER. TO REFLECT THE
CONTRACT MAINTENANCE CHARGE IN THE EXAMPLES (FOR PUTNAM ALLSTATE ADVISOR
CONTRACTS ONLY), WE ESTIMATED AN EQUIVALENT PERCENTAGE CHARGE, BASED ON AN
ASSUMED AVERAGE CONTRACT SIZE OF $45,000.

                            12    - PROSPECTUS
<PAGE>
FINANCIAL INFORMATION
- -------------------------------------------------------------------

To measure the value of your investment in the Variable Sub-Accounts during the
Accumulation Phase, we use a unit of measure we call the "ACCUMULATION UNIT."
Each Variable Sub-Account has a separate value for its Accumulation Units we
call "ACCUMULATION UNIT VALUE." Accumulation Unit Value is analogous to, but not
the same as, the share price of a mutual fund.

Accumulation Unit Values for PUTNAM ALLSTATE ADVISOR CONTRACTS appear in
Appendix C. No Accumulation Unit Values are shown for the PUTNAM ALLSTATE
ADVISOR PLUS and PUTNAM ALLSTATE ADVISOR PREFERRED CONTRACTS, which were first
offered as of February 4, 2000 and April 28, 2000, respectively.

The financial statements of Allstate and the Variable Account appear in the
Statement of Additional Information.

                            13    - PROSPECTUS
<PAGE>
THE CONTRACT
- -------------------------------------------------------------------

CONTRACT OWNER
Each Contract is an agreement between you, the Contract Owner, and Allstate, a
life insurance company. As the Contract Owner, you may exercise all of the
rights and privileges provided to you by the Contract. That means it is up to
you to select or change (to the extent permitted):

- - the investment alternatives during the Accumulation and Payout Phases,

- - the amount and timing of your purchase payments and withdrawals,

- - the programs you want to use to invest or withdraw money,

- - the income payment plan you want to use to receive retirement income,

- - the Annuitant (either yourself or someone else) on whose life the income
  payments will be based,

- - the Beneficiary or Beneficiaries who will receive the benefits that the
  Contract provides when the last surviving Contract Owner or the Annuitant
  dies, and

- - any other rights that the Contract provides, including restricting income
  payments to beneficiaries.

If you die, any surviving joint Contract Owner or, if none, the Beneficiary will
exercise the rights and privileges provided to them by the Contract. The
Contract cannot be jointly owned by both a non-natural person and a natural
person. The maximum age of any Contract owner on the Issue Date for each
Contract is as follows:

90 -- PUTNAM ALLSTATE ADVISOR
80 -- PUTNAM ALLSTATE ADVISOR PLUS
80 -- PUTNAM ALLSTATE ADVISOR PREFERRED

If you select the Enhanced Beneficiary Protection Option, the maximum age of any
owner on the date we issue the Contract rider is 75.

You can use the Contract with or without a qualified plan. A qualified plan is a
retirement savings plan, such as an IRA or tax-sheltered annuity, that meets the
requirements of the Internal Revenue Code. Qualified plans may limit or modify
your rights and privileges under the Contract. We use the term "QUALIFIED
CONTRACT" to refer to a Contract issued with a qualified plan. See "TAX
QUALIFIED CONTRACTS" on page 34.

You may change the Contract Owner at any time. Once we have received a
satisfactory written request for a change of Contract Owner, the change will
take effect as of the date you signed it. We are not liable for any payment we
make or other action we take before receiving any written request for a change
from you.

ANNUITANT
The Annuitant is the individual whose age determines the latest Payout Start
Date and whose life determines the amount and duration of income payments (other
than under Income Plans with guaranteed payments for a specified period). You
may name a new Annuitant only upon the death of the current Annuitant. You may
designate a joint Annuitant, who is a second person on whose life income
payments depend, at the time you select an Income Plan. The maximum age of any
Annuitant on the Issue Date for each Contract is as follows:

90 -- PUTNAM ALLSTATE ADVISOR
80 -- PUTNAM ALLSTATE ADVISOR PLUS
80 -- PUTNAM ALLSTATE ADVISOR PREFERRED

If you select an Income Plan that depends on the Annuitant or a joint
Annuitant's life, we may require proof of age and sex before income payments
begin and proof that the Annuitant or joint Annuitant is still alive before we
make each payment.

BENEFICIARY
The Beneficiary is the person who may elect to receive the death benefit or
become the new Contract Owner if the sole surviving Contract Owner dies before
the Payout Start Date. If the sole surviving Contract Owner dies after the
Payout Start Date, the Beneficiary will receive any guaranteed income payments
scheduled to continue.

You may name one or more Beneficiaries when you apply for a Contract. You may
change or add Beneficiaries at any time by writing to us before income payments
begin, unless you have designated an irrevocable Beneficiary. We will provide a
change of Beneficiary form to be signed and filed with us. Any change will be
effective at the time you sign the written notice. Until we receive your written
notice to change a Beneficiary, we are entitled to rely on the most recent
Beneficiary information in our files. We will not be liable as to any payment or
settlement made prior to receiving the written notice. Accordingly, if you wish
to change your Beneficiary, you should deliver your written notice to us
promptly.

If you did not name a Beneficiary or unless otherwise provided in the
Beneficiary designation, if a Beneficiary predeceases the owner and there are no
other surviving Beneficiaries, the new Beneficiary will be:

- - your spouse or, if he or she is no longer alive,

- - your surviving children equally, or if you have no surviving children,

- - your estate.

If more than one Beneficiary survives you, we will divide the death benefit
among your Beneficiaries according to your

                            14    - PROSPECTUS
<PAGE>
most recent written instructions. If you have not given us written instructions,
we will pay the death benefit in equal amounts to the Beneficiaries. If one of
the Beneficiaries dies before you, we will divide the death benefit among the
surviving Beneficiaries.

MODIFICATION OF THE CONTRACT
Only an Allstate officer may approve a change in or waive any provision of the
Contract. Any change or waiver must be in writing. None of our agents has the
authority to change or waive the provisions of the Contract. We may not change
the terms of the Contract without your consent, except to conform the Contract
to applicable law or changes in the law. If a provision of the Contract is
inconsistent with state law, we will follow state law.

ASSIGNMENT
We will not honor an assignment of an interest in a Contract as collateral or
security for a loan. No Beneficiary may assign benefits under the Contract until
they are due. We will not be bound by any assignment until the assignor signs it
and files it with us. We are not responsible for the validity of any assignment.
Federal law prohibits or restricts the assignment of benefits under many types
of retirement plans and the terms of such plans may themselves contain
restrictions on assignments. An assignment may also result in taxes or tax
penalties. YOU SHOULD CONSULT WITH AN ATTORNEY BEFORE TRYING TO ASSIGN YOUR
CONTRACT.

PURCHASES
- -------------------------------------------------------------------

MINIMUM PURCHASE PAYMENTS
The minimum initial purchase payment for each Contract is as follows:

- - $1,000 for PUTNAM ALLSTATE ADVISOR CONTRACTS

- - $10,000 for PUTNAM ALLSTATE ADVISOR PLUS CONTRACTS

- - $10,000 for PUTNAM ALLSTATE ADVISOR PREFERRED CONTRACTS

The minimum initial purchase payment for Qualified Contracts is $500, $10,000
for PUTNAM ALLSTATE ADVISOR PLUS AND PUTNAM ALLSTATE ADVISOR PREFERRED
CONTRACTS. All subsequent purchase payments under a Contract must be $500 or
more. You may make purchase payments at any time prior to the Payout Start Date.
The most we accept without our prior approval is $1 million. We reserve the
right to limit the availability of the investment alternatives for additional
investments. We also reserve the right to reject any application.

AUTOMATIC ADDITIONS PROGRAM
You may make subsequent purchase payments of $50 or more per month by
automatically transferring money from your bank account. Please consult with
your sales representative for detailed information.

ALLOCATION OF PURCHASE PAYMENTS
At the time you apply for a Contract, you must decide how to allocate your
purchase payment among the investment alternatives. The allocation you specify
on your application will be effective immediately. All allocations must be in
whole percents that total 100% or in whole dollars. You can change your
allocations by calling 1-800-390-1277.

We will allocate your purchase payments to the investment alternatives according
to your most recent instructions on file with us. Unless you notify us in
writing otherwise, we will allocate subsequent purchase payments according to
the allocation for the previous purchase payment. We will effect any change in
allocation instructions at the time we receive written notice of the change in
good order.

We will credit the initial purchase payment that accompanies your completed
application to your Contract within 2 business days after we receive the payment
at our home office. If your application is incomplete, we will ask you to
complete your application within 5 business days. If you do so, we will credit
your initial purchase payment to your Contract within that 5 business day
period. If you do not, we will return your purchase payment at the end of the 5
business day period unless you expressly allow us to hold it until you complete
the application. We will credit subsequent purchase payments to the Contract at
the close of the business day on which we receive the purchase payment at our
home office.

We use the term "business day" to refer to each day Monday through Friday that
the New York Stock Exchange is open for business. We also refer to these days as
"VALUATION DATES." Our business day closes when the New York Stock Exchange
closes, usually 4 p.m. Eastern Time (3 p.m. Central Time). If we receive your
purchase payment after 3 p.m. Central Time on any Valuation Date, we will credit
your purchase payment using the Accumulation Unit Values computed on the next
Valuation Date.

                            15    - PROSPECTUS
<PAGE>
CREDIT ENHANCEMENT (PUTNAM ALLSTATE ADVISOR PLUS CONTRACTS ONLY)
Each time you make a purchase payment, we will add to your Contract Value a
Credit Enhancement equal to 4% of the purchase payment. If you exercise your
Right to Cancel the Contract, the amount we refund to you will not include any
Credit Enhancement. See "RIGHT TO CANCEL" below for details. The PUTNAM ALLSTATE
ADVISOR PLUS CONTRACT may not be available in all states.

We will allocate any Credit Enhancements to the investment alternatives
according to the allocation instructions you have on file with us at the time we
receive your purchase payment. We will allocate each Credit Enhancement among
the investment alternatives in the same proportions as the corresponding
purchase payment. For purposes of determining the death benefit and the amount
applied to an Income Plan, Credit Enhancements will be included with purchase
payments. We do not consider Credit Enhancements to be investments in the
Contract for income tax purposes.

We use a portion of the withdrawal charge and mortality and expense risk charge
to help recover the cost of providing the Credit Enhancement under the Contract.
See "Expenses." Under certain circumstances (such as a period of poor market
performance) the cost associated with the Credit Enhancement may exceed the sum
of the Credit Enhancement and any related earnings. You should consider this
possibility before purchasing the Contract.

RIGHT TO CANCEL
You may cancel your Contract by returning it to us within the Cancellation
Period, which is the 20 day period after you receive the Contract, or such
longer period that your state may require. You may return it by delivering it or
mailing it to us. If you exercise this "Right to Cancel," the Contract
terminates and we will pay you the full amount of your purchase payments
allocated to the Fixed Account. We also will return your purchase payments
allocated to the Variable Account adjusted, to the extent federal or state law
permits, to reflect investment gain or loss that occurred from the date of
allocation through the date of cancellation.

For PUTNAM ALLSTATE ADVISOR PLUS CONTRACTS, we are applying for regulatory
relief to enable us to recover the amount of any Credit Enhancement applied to
Contracts that are cancelled during the Cancellation Period. Until we receive
such relief, we will return, upon cancellation, the amount you would have
received had there been no Credit Enhancement. After we receive the requested
regulatory relief, the amount we return to you upon exercise of this Right to
Cancel will not include any Credit Enhancement or the amount of charges deducted
prior to cancellation but will reflect, except in states where we are required
to return the amount of your purchase payments, any investment gain or loss
associated with your Variable Account purchase payments and with the Credit
Enhancement. We reserve the right to allocate your purchase payments to the
Putnam Money Market Variable Sub-Account during the Cancellation Period.

                            16    - PROSPECTUS
<PAGE>
CONTRACT VALUE
- -------------------------------------------------------------------

On the Issue Date, the Contract Value is equal to:

- - your initial purchase payment for PUTNAM ALLSTATE ADVISOR CONTRACTS

- - your initial purchase payment plus the Credit Enhancement for PUTNAM ALLSTATE
  ADVISOR PLUS CONTRACTS

- - your initial purchase payment for PUTNAM ALLSTATE ADVISOR PREFERRED CONTRACTS

Thereafter, your Contract Value at any time during the Accumulation Phase is
equal to the sum of the value of your Accumulation Units in the Variable
Sub-Accounts you have selected, plus the value of your interest in the Fixed
Account Option(s) offered by your Contract.

ACCUMULATION UNITS
To determine the number of Accumulation Units of each Variable Sub-Account to
allocate to your Contract, we divide (i) the amount of the purchase payment or
transfer you have allocated to a Variable Sub-Account by (ii) the Accumulation
Unit Value of that Variable Sub-Account next computed after we receive your
payment or transfer. For example, if we receive a $10,000 purchase payment
allocated to a Variable Sub-Account when the Accumulation Unit Value for the
Sub-Account is $10, we would credit 1,000 Accumulation Units of that Variable
Sub-Account to your Contract. For PUTNAM ALLSTATE ADVISOR PLUS CONTRACTS, we
also would credit you with an additional 40 Accumulation Units of the Variable
Sub-Account to reflect the 4% Credit Enhancement on your purchase payment. See
"Credit Enhancement." Withdrawals and transfers from a Variable Sub-Account
would, of course, reduce the number of Accumulation Units of that Sub-Account
allocated to your Contract.

ACCUMULATION UNIT VALUE
As a general matter, the Accumulation Unit Value for each Variable Sub-Account
for each Contract will rise or fall to reflect:

- - changes in the share price of the Fund in which the Variable Sub-Account
  invests, and

- - the deduction of amounts reflecting the mortality and expense risk charge, and
  any provision for taxes that have accrued since we last calculated the
  Accumulation Unit Value.

We determine withdrawal charges, Retirement Income Guarantee charges (if
applicable), transfer fees, and contract maintenance charges (if applicable)
separately for each Contract. They do not affect the Accumulation Unit Value.
Instead, we obtain payment of those charges and fees by redeeming Accumulation
Units. For details on how we compute Accumulation Unit Values, please refer to
the Statement of Additional Information.

We determine a separate Accumulation Unit Value for each Variable Sub-Account
for each Contract on each Valuation Date. We also determine separate sets of
Accumulation Unit Values for each Contract that reflect the cost of the Enhanced
Beneficiary Protection Option described on page 28 below.

YOU SHOULD REFER TO THE PROSPECTUS FOR THE FUNDS THAT ACCOMPANIES THIS
PROSPECTUS FOR A DESCRIPTION OF HOW THE ASSETS OF EACH FUND ARE VALUED, SINCE
THAT DETERMINATION DIRECTLY BEARS ON THE ACCUMULATION UNIT VALUE OF THE
CORRESPONDING VARIABLE SUB-ACCOUNT AND, THEREFORE, YOUR CONTRACT VALUE.

                            17    - PROSPECTUS
<PAGE>
INVESTMENT ALTERNATIVES: THE VARIABLE SUB-ACCOUNTS
- -------------------------------------------------------------------

You may allocate your purchase payments to up to 24 Variable Sub-Accounts. Each
Variable Sub-Account invests in the shares of a corresponding Fund. Each Fund
has its own investment objective(s) and policies. We briefly describe the Funds
below.

For more complete information about each Fund, including expenses and risks
associated with the Fund, please refer to the accompanying prospectus for the
Fund. You should carefully review the Fund prospectuses before allocating
amounts to the Variable Sub-Accounts. Putnam Investment Management, Inc.
("Putnam Management") serves as the investment adviser to each Fund.

<TABLE>
<CAPTION>

<S>                                               <C>
FUND:                                             EACH FUND SEEKS:
Putnam VT American Government Income Fund         High current income with preservation of capital
                                                  as a secondary objective
Putnam VT Asia Pacific Growth Fund                Capital appreciation
Putnam VT Diversified Income Fund                 High current income consistent with capital
                                                  preservation
Putnam VT The George Putnam Fund of Boston        To provide a balanced investment composed of a
                                                  well diversified portfolio of stocks and bonds
                                                  that will produce both capital growth and
                                                  current income
Putnam VT Global Asset Allocation Fund            A high level of long-term total return
                                                  consistent with preservation of capital
Putnam VT Global Growth Fund                      Capital appreciation
Putnam VT Growth and Income Fund                  Capital growth and current income
Putnam VT Growth Opportunities Fund               Capital appreciation
Putnam VT Health Sciences Fund                    Capital appreciation
Putnam VT High Yield Fund                         High current income. Capital growth is a
                                                  secondary objective when consistent with high
                                                  current income.
Putnam VT Income Fund                             Current income consistent with preservation of
                                                  capital
Putnam VT International Growth Fund               Capital growth
Putnam VT International Growth and Income Fund    Capital growth. Current income is a secondary
                                                  objective.
Putnam VT International New Opportunities Fund    Long-term capital appreciation
Putnam VT Investors Fund                          Long-term growth of capital and any increased
                                                  income that results from this growth
Putnam VT Money Market Fund                       As high a rate of current income as Putnam
                                                  Management believes is consistent with
                                                  preservation of capital and maintenance of
                                                  liquidity.
Putnam VT New Opportunities Fund                  Long-term capital appreciation
Putnam VT New Value Fund                          Long-term capital appreciation
Putnam VT OTC & Emerging Growth Fund              Capital appreciation
Putnam VT Research Fund                           Capital appreciation
Putnam VT Small Cap Value Fund                    Capital appreciation
Putnam VT Utilities Growth and Income Fund        Capital growth and current income
Putnam VT Vista Fund                              Capital appreciation
Putnam VT Voyager Fund                            Capital appreciation
</TABLE>

AMOUNTS YOU ALLOCATE TO VARIABLE SUB-ACCOUNTS MAY GROW IN VALUE, DECLINE IN
VALUE, OR GROW LESS THAN YOU EXPECT, DEPENDING ON THE INVESTMENT PERFORMANCE OF
THE FUNDS IN WHICH THOSE VARIABLE SUB-ACCOUNTS INVEST. YOU BEAR THE INVESTMENT
RISK THAT THE FUNDS MIGHT NOT MEET THEIR INVESTMENT OBJECTIVES. SHARES OF THE
FUNDS ARE NOT DEPOSITS, OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY ANY BANK
AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER AGENCY.

                            18    - PROSPECTUS
<PAGE>
INVESTMENT ALTERNATIVES: THE FIXED ACCOUNT
- -------------------------------------------------------------------

You may allocate all or a portion of your purchase payments to the Fixed
Account. The Fixed Account Options available under each Contract are as follows:

<TABLE>
<CAPTION>
                                                  ADVISOR     ADVISOR
                                       ADVISOR      PLUS     PREFERRED
                                       --------   --------   ---------
<S>                                    <C>        <C>        <C>
Standard Fixed Account Option            Yes        Yes         Yes
6 Month Dollar Cost Averaging Option     Yes         No         No
12 Month Dollar Cost Averaging Option    Yes         No         No
</TABLE>

We may offer additional Fixed Account options in the future. We will credit a
minimum annual interest rate of 3% to money you allocate to any of the Fixed
Account Options available under your Contract. The Fixed Account Options may not
be available in all states. In addition, Allstate may limit the availability of
the Standard Fixed Account Option. Please consult with your representative for
current information. The Fixed Account supports our insurance and annuity
obligations. The Fixed Account consists of our general assets other than those
in segregated asset accounts. We have sole discretion to invest the assets of
the Fixed Account, subject to applicable law. Any money you allocate to the
Fixed Account does not entitle you to share in the investment experience of the
Fixed Account.

DOLLAR COST AVERAGING FIXED ACCOUNT OPTIONS (PUTNAM ALLSTATE ADVISOR CONTRACTS
ONLY)
The Dollar Cost Averaging Fixed Account Options are two of the investment
alternatives that you can use to establish a DOLLAR COST AVERAGING PROGRAM, as
described on page 20. These investment alternatives allow you to allocate
purchase payments to the Fixed Account either for up to 6 months (the "6 MONTH
DOLLAR COST AVERAGING OPTION") or for up to 12 months (the "12 MONTH DOLLAR COST
AVERAGING OPTION"). Your purchase payments will earn interest for the period you
select at the current rates in effect at the time of allocation. Rates may
differ from those available for the Standard Fixed Account Option described
below.

You must transfer all of your money out of the 6 or 12 Month Dollar Cost
Averaging Options to other investment alternatives in equal installments. At the
end of the applicable 6 or 12 month period, we will transfer any remaining
amounts in the 6 or 12 Month Dollar Cost Averaging Options to the Putnam Money
Market Variable Sub-Account unless you request a different investment
alternative. Transfers out of the 6 or 12 Month Dollar Cost Averaging Options do
not count towards the 12 transfers you can make without paying a transfer fee.

You may not transfer money from other investment alternatives to either the 6 or
12 Month Dollar Cost Averaging Options.

The 6 or 12 Month Dollar Cost Averaging Options may not be available in your
state. Please check with your representative for availability.

STANDARD FIXED ACCOUNT OPTION
Each purchase payment or transfer allocated to the Standard Fixed Account Option
earns interest at the current rate in effect at the time of allocation. FOR
PUTNAM ALLSTATE ADVISOR PLUS CONTRACTS EACH PURCHASE PAYMENT PLUS THE
APPROPRIATE PORTION OF THE CREDIT ENHANCEMENT ALLOCATED TO THE STANDARD FIXED
ACCOUNT OPTION EARNS INTEREST AT THE CURRENT RATE IN EFFECT AT THE TIME OF
ALLOCATION.

We guarantee that rate for a period of years we call GUARANTEE PERIODS. We are
currently offering Guarantee Periods of 1 year in length. In the future we may
offer Guarantee Periods of different lengths or stop offering some Guarantee
Periods. You select a Guarantee Period for each purchase or transfer. After the
initial Guarantee Period, we will guarantee a renewal rate.

We will credit interest daily at a rate that will compound over the year to the
annual interest rate we guaranteed at the time of allocation.

INVESTMENT ALTERNATIVES: TRANSFERS
- -------------------------------------------------------------------

TRANSFERS DURING THE ACCUMULATION PHASE
During the Accumulation Phase, you may transfer Contract Value among the
investment alternatives. We do not permit transfers into any Dollar Cost
Averaging Fixed Account Option. You may request transfers in writing on a form
that we provided or by telephone according to the procedure described below.

You may make 12 transfers per Contract Year without charge. A transfer fee equal
to 0.50% of the amount transferred applies to each transfer after the 12th
transfer in any Contract Year.

                            19    - PROSPECTUS
<PAGE>
The minimum amount that you may transfer from the Standard Fixed Account Option
or a Variable Sub-Account is $100 or the total remaining balance in the Standard
Fixed Account Option or the Variable Sub-Account, if less. These limitations do
not apply to the 6-month or 12-month Dollar Cost Averaging Fixed Account
Options.

The most you can transfer from the Standard Fixed Account Option during any
Contract Year is the greater of (i) 30% of the Standard Fixed Account Option
balance as of the last Contract Anniversary or (ii) the greatest dollar amount
of any prior transfer from the Standard Fixed Account Option. This limitation
does not apply to the Dollar Cost Averaging Program. Also, if the interest rate
on any renewed Guarantee Period is at least one percentage point less than the
previous interest rate, you may transfer up to 100% of the monies receiving that
reduced rate within 60 days of the notification of the interest rate decrease.

We will process transfer requests that we receive before 3:00 p.m. Central Time
on any Valuation Date using the Accumulation Unit Values for that Date. We will
process requests completed after 3:00 p.m. on any Valuation Date using the
Accumulation Unit Values for the next Valuation Date. The Contract permits us to
defer transfers from the Fixed Account Options for up to 6 months from the date
we receive your request. If we decide to postpone transfers from any Fixed
Account Option for 30 days or more, we will pay interest as required by
applicable law. Any interest would be payable from the date we receive the
transfer request to the date we make the transfer.

We reserve the right to waive any transfer restrictions.

TRANSFERS DURING THE PAYOUT PHASE
During the Payout Phase, you may make transfers among the Variable Sub-Accounts
so as to change the relative weighting of the Variable Sub-Accounts on which
your variable income payments will be based. You may make up to 12 transfers per
Contract Year. You may not convert any portion of your fixed income payments
into variable income payments. You may make transfers from the Variable
Sub-Accounts to increase the proportion of your income payments consisting of
fixed income payments if Income Plan 3, described below, is in effect.

TELEPHONE TRANSFERS
You may make transfers by telephone by calling 1-800-390-1277. The cut off time
for telephone transfer requests is 3:00 p.m. Central time. In the event that the
New York Stock Exchange closes early, i.e., before 3:00 p.m. Central Time, or in
the event that the Exchange closes early for a period of time but then reopens
for trading on the same day, we will process telephone transfer requests as of
the close of the Exchange on that particular day. We will not accept telephone
requests received from you at any telephone number other than the number that
appears in this paragraph or received after the close of trading on the
Exchange. If you own the Contract with a joint Contract Owner, unless we receive
contrary instructions, we will accept instructions from either you or the other
Contract Owner.

We use procedures that we believe provide reasonable assurance that the
telephone transfers are genuine. For example, we tape telephone conversations
with persons purporting to authorize transfers and request identifying
information. Accordingly, we disclaim any liability for losses resulting from
allegedly unauthorized telephone transfers. However, if we do not take
reasonable steps to help ensure that a telephone authorization is valid, we may
be liable for such losses.

EXCESSIVE TRADING LIMITS
We reserve the right to limit transfers in any Contract Year, or to refuse any
transfer request for a Contract Owner or certain Contract Owners, if:

- - we believe, in our sole discretion, that excessive trading by such Contract
  Owner or Owners, or a specific transfer request or group of transfer requests,
  may have a detrimental effect on the Accumulation Unit Values of any Variable
  Sub-Account or the share prices of the corresponding Funds or would be to the
  disadvantage of other Contract Owners; or

- - we are informed by one or more of the corresponding Funds that they intend to
  restrict the purchase or redemption of Fund shares because of excessive
  trading or because they believe that a specific transfer or group of transfers
  would have a detrimental effect on the prices of Fund shares.

We may apply the restrictions in any manner reasonably designed to prevent
transfers that we consider disadvantageous to other Contract Owners.

DOLLAR COST AVERAGING PROGRAM
You may automatically transfer a set amount from any Variable Sub-Account or
from any Fixed Account Option available under your Contract to any of the other
Variable Sub-Accounts through our Dollar Cost Averaging Program. The Program is
available only during the Accumulation Phase.

We will not charge a transfer fee for transfers made under this Program, nor
will such transfers count against the 12 transfers you can make each Contract
Year without paying a transfer fee.

The theory of dollar cost averaging is that if purchases of equal dollar amounts
are made at fluctuating prices, the

                            20    - PROSPECTUS
<PAGE>
aggregate average cost per unit will be less than the average of the unit prices
on the same purchase dates. However, participation in this Program does not
assure you of a greater profit from your purchases under the Program nor will it
prevent or necessarily reduce losses in a declining market.

AUTOMATIC FUND REBALANCING PROGRAM
Once you have allocated your money among the Variable Sub-Accounts, the
performance of each Sub-Account may cause a shift in the percentage you
allocated to each Sub-Account. If you select our AUTOMATIC FUND REBALANCING
PROGRAM, we will automatically rebalance the Contract Value in each Variable
Sub-Account and return it to the desired percentage allocations. Money you
allocate to the Fixed Account will not be included in the rebalancing.

We will rebalance your account quarterly, semi-annually, or annually. We will
measure these periods according to your instructions. We will transfer amounts
among the Variable Sub-Accounts to achieve the percentage allocations you
specify. You can change your allocations at any time by contacting us in writing
or by telephone. The new allocation will be effective with the first rebalancing
that occurs after we receive your written or telephone request. We are not
responsible for rebalancing that occurs prior to receipt of proper notice of
your request.

Example:

    Assume that you want your initial purchase payment split among 2 Variable
    Sub-Accounts. You want 40% to be in the Putnam Income Variable Sub-Account
    and 60% to be in the Putnam Global Growth Variable Sub-Account. Over the
    next 2 months the bond market does very well while the stock market performs
    poorly. At the end of the first quarter, the Putnam Income Variable
    Sub-Account now represents 50% of your holdings because of its increase in
    value. If you choose to have your holdings in a Contract or Contracts
    rebalanced quarterly, on the first day of the next quarter we would sell
    some of your units in the Putnam Income Variable Sub-Account for the
    appropriate Contract(s) and use the money to buy more units in the Putnam
    Global Growth Variable Sub-Account so that the percentage allocations would
    again be 40% and 60% respectively.

The Automatic Fund Rebalancing Program is available only during the Accumulation
Phase. The transfers made under the program do not count towards the 12
transfers you can make without paying a transfer fee, and are not subject to a
transfer fee. We may sometimes refer to this Program as the "Putnam Automatic
Rebalancing Program."

Fund rebalancing is consistent with maintaining your allocation of investments
among market segments, although it is accomplished by reducing your Contract
Value allocated to the better performing segments.

EXPENSES
- -------------------------------------------------------------------

As a Contract Owner, you will bear, directly or indirectly, the charges and
expenses described below.

CONTRACT MAINTENANCE CHARGE (PUTNAM ALLSTATE ADVISOR CONTRACTS ONLY)
During the Accumulation Phase, on each Contract Anniversary, we will deduct a
$30 contract maintenance charge from your assets invested in the Putnam Money
Market Variable Sub-Account. If there are insufficient assets in that Variable
Sub-Account, we will deduct the charge proportionally from the other Variable
Sub-Accounts. We also will deduct this charge if you withdraw your entire
Contract Value, unless your Contract qualifies for a waiver. During the Payout
Phase, we will deduct the charge proportionately from each income payment.

The charge is to compensate us for the cost of administering the Contracts and
the Variable Account. Maintenance costs include expenses we incur in billing and
collecting purchase payments; keeping records; processing death claims, cash
withdrawals, and policy changes; proxy statements; calculating Accumulation Unit
Values and income payments; and issuing reports to Contract Owners and
regulatory agencies. We cannot increase the charge. We will waive this charge
if:

- - your total Contract Value is greater than $50,000 on a Contract Anniversary or
  on the Payout Start Date, or

- - all of your money is allocated to the Fixed Account Options on a Contract
  Anniversary or all income payments are fixed income payments.

We also reserve the right to waive this charge if you own more than one Contract
and the Contracts meet certain minimum dollar amount requirements. In addition,
we reserve the right to waive this charge for all Contracts.

                            21    - PROSPECTUS
<PAGE>
MORTALITY AND EXPENSE RISK CHARGE
We deduct a mortality and expense risk charge daily from the net assets you have
invested in the Variable Sub-Accounts. The annual rate of the charge is:

- - 1.25% for PUTNAM ALLSTATE ADVISOR CONTRACTS

- - 1.60% for PUTNAM ALLSTATE ADVISOR PLUS CONTRACTS

- - 1.65% for PUTNAM ALLSTATE ADVISOR PREFERRED CONTRACTS

The mortality and expense risk charge is for all the insurance benefits
available with your Contract (including our guarantee of annuity rates and the
death benefits), for certain expenses of the Contract, and for assuming the risk
(expense risk) that the current charges will be sufficient in the future to
cover the cost of administering the Contract. The mortality and expense risk
charge also helps pay for the cost of the Credit Enhancement under the PUTNAM
ALLSTATE ADVISOR PLUS CONTRACTS. If the charges under the Contract are not
sufficient, then Allstate will bear the loss. If you select the Enhanced
Beneficiary Protection Option, the mortality and expense risk charge will
include an additional 0.15% for the Option.

Allstate reserves the right to raise the Enhanced Beneficiary Protection Option
charge to up to 0.25%. However, once your Option is in effect, Allstate cannot
change the fee that applies to your Contract. We charge the additional fee for
the Enhanced Beneficiary Protection Option to compensate us for the additional
risk that we accept by providing the Option.

We guarantee the mortality and expense risk charge and we cannot increase it. We
assess the mortality and expense risk charge during both during the Accumulation
Phase and the Payout Phase.

RETIREMENT INCOME GUARANTEE CHARGE
We impose a separate charge for each Retirement Income Guarantee Rider. The
charges equal, on an annual basis, 0.05% of the income base for Retirement
Income Guarantee Rider 1 and 0.30% of the income base for Retirement Income
Guarantee Rider 2. We reserve the right to change the Rider fee. However, once
we issue your Rider, we cannot change the Rider fee that applies to your
Contract. The Rider 1 fee will never exceed 0.15% and the Rider 2 fee will never
exceed 0.50%. See "Retirement Income Guarantee Riders" for details.

TRANSFER FEE
We impose a fee upon transfers in excess of 12 during any Contract Year. The fee
is equal to 0.50% of the dollar amount transferred. We will not charge a
transfer fee on transfers that are part of a Dollar Cost Averaging Program or
Automatic Fund Rebalancing Program.

WITHDRAWAL CHARGE
We may assess a withdrawal charge from the purchase payment(s) you withdraw. The
amount of the charge will depend on the number of years that have elapsed since
we received the purchase payment being withdrawn. A schedule showing the charge
applicable for each Contract appears on page 9, above. The Contracts differ in
the following respects:

PUTNAM ALLSTATE ADVISOR CONTRACTS
Under PUTNAM ALLSTATE ADVISOR CONTRACTS, you can withdraw up to the FREE
WITHDRAWAL AMOUNT each Contract Year without paying the withdrawal charge. The
Free Withdrawal Amount is the greater of earnings not previously withdrawn, or
15% of purchase payments. Unused portions of this 15% "Free Withdrawal Amount"
are not carried forward to future Contract Years.

PUTNAM ALLSTATE ADVISOR PLUS CONTRACTS
Under PUTNAM ALLSTATE ADVISOR PLUS CONTRACTS, you can withdraw up to the FREE
WITHDRAWAL AMOUNT each Contract Year without paying the withdrawal charge. The
Free Withdrawal Amount is 15% of total purchase payments. Unused portions of
this 15% "Free Withdrawal Amount" are not carried forward to future Contract
Years. Credit Enhancements are not considered Purchase Payments when determining
the Free Withdrawal Amount.

PUTNAM ALLSTATE ADVISOR PREFERRED CONTRACTS
There is no Free Withdrawal Amount under PUTNAM ALLSTATE ADVISOR PREFERRED
CONTRACTS.

ALL CONTRACTS
We will deduct withdrawal charges, if applicable, from the amount paid. For
purposes of the withdrawal charge, we will treat withdrawals as coming from the
oldest purchase payments first. However, for federal income tax purposes,
earnings are considered to come out first, which means you pay taxes on the
earnings portion of your withdrawal.

We do not apply a withdrawal charge in the following situations:

- - on the Payout Start Date (a withdrawal charge may apply if you elect to
  receive income payments for a specified period of less than 120 months);

- - the death of the Contract Owner or Annuitant (unless the Settlement Value is
  used);

- - withdrawals taken to satisfy IRS minimum distribution rules for the Contract;
  or

- - withdrawals that qualify for one of the waivers described below.

We use the amounts obtained from the withdrawal charge to pay sales commissions
and other promotional or distribution

                            22    - PROSPECTUS
<PAGE>
expenses associated with marketing the Contracts, and to help defray the cost of
the Credit Enhancement for the PUTNAM ALLSTATE ADVISOR PLUS CONTRACTS. To the
extent that the withdrawal charge does not cover all sales commissions and other
promotional or distribution expenses, or the cost of the Credit Enhancement, we
may use any of our corporate assets, including potential profit which may arise
from the mortality and expense risk charge or any other charges or fee described
above, to make up any difference.

Withdrawals also may be subject to tax penalties or income tax. You should
consult your own tax counsel or other tax advisers regarding any withdrawals.

THE FOLLOWING WAIVERS ARE AVAILABLE FOR PUTNAM ALLSTATE ADVISOR AND PUTNAM
ALLSTATE ADVISOR PLUS CONTRACTS ONLY.

CONFINEMENT WAIVER. We will waive the withdrawal charge on any withdrawal taken
prior to the Payout Start Date under your Contract if the following conditions
are satisfied:

1) you or the Annuitant, if the Contract Owner is not a living individual, are
first confined to a long term care facility or a hospital for at least 90
consecutive days. You or the Annuitant must enter the long term care facility or
hospital at least 30 days after the Issue Date,

2) we receive your request for withdrawal and written proof of the stay no later
than 90 days following the end of your or the Annuitant's stay at the long term
care facility or hospital, and

3) a physician must have prescribed the stay and the stay must be medically
necessary (as defined in the Contract).

TERMINAL ILLNESS WAIVER. We will waive the withdrawal charge on any withdrawal
under your Contract taken prior to the Payout Start Date if:

1) you or the Annuitant, if the Contract Owner is not a living individual, are
diagnosed by a physician as having a terminal illness (as defined in the
Contract) at least 30 days after the Issue Date, and

2) you provide adequate proof of diagnosis to us before or at the time you
request the withdrawal.

UNEMPLOYMENT WAIVER. We will waive the withdrawal charge on one partial or full
withdrawal from your Contract, if you meet the following requirements:

1) you or the Annuitant, if the Contract Owner is not a living individual,
become unemployed at least one year after the Issue Date,

2) you or the Annuitant receive unemployment compensation (as defined in the
Contract) for at least 30 days as a result of that unemployment, and

3) you or the Annuitant claim this benefit within 180 days of your or the
Annuitant's initial receipt of unemployment compensation.

You may exercise this benefit once before the Payout Start Date.

Please refer to your Contract for more detailed information about the terms and
conditions of these waivers. THESE WAIVERS ARE NOT AVAILABLE FOR PUTNAM ALLSTATE
ADVISOR PREFERRED CONTRACTS.

The laws of your state may limit the availability of these waivers and may also
change certain terms and/or benefits available under the waivers. You should
consult your Contract for further details on these variations. Also, even if you
do not need to pay our withdrawal charge because of these waivers, you still may
be required to pay taxes or tax penalties on the amount withdrawn. You should
consult your tax adviser to determine the effect of a withdrawal on your taxes.

PREMIUM TAXES
Some states and other governmental entities (e.g., municipalities) charge
premium taxes or similar taxes. We are responsible for paying these taxes and
will deduct them from your Contract Value. Some of these taxes are due when the
Contract is issued, others are due when income payments begin or upon surrender.
Our current practice is not to charge anyone for these taxes until income
payments begin or when a total withdrawal occurs including payment upon death.
We may some time in the future discontinue this practice and deduct premium
taxes from the purchase payments. Premium taxes generally range from 0% to 4%,
depending on the state.

At the Payout Start Date, we deduct the charge for premium taxes from each
investment alternative in the proportion that the Contract Owner's value in the
investment alternative bears to the total Contract Value.

OTHER EXPENSES
Each Fund deducts advisory fees and other expenses from its assets. You
indirectly bear the charges and expenses of the Fund whose shares are held by
the Variable Sub-Accounts. These fees and expenses are described in the
accompanying prospectus for the Funds. For a summary of current estimates of
those charges and expenses, see page 8 above. We may receive compensation from
the Funds' investment adviser, distributor, or their affiliates for
administrative services we provide to the Funds.

                            23    - PROSPECTUS
<PAGE>
ACCESS TO YOUR MONEY
- -------------------------------------------------------------------

You can withdraw some or all of your Contract Value at any time prior to the
Payout Start Date. Withdrawals also are available under limited circumstances on
or after the Payout Start Date. See "Income Plans" on page 24.

The amount payable upon withdrawal is the Contract Value next computed after we
receive the request for a withdrawal at our home office, less any applicable
withdrawal charges, income tax withholding, any applicable contract maintenance
charge, any applicable Retirement Guarantee Rider fee, and any premium taxes. We
will pay withdrawals from the Variable Account within 7 days of receipt of the
request, subject to postponement in certain circumstances.

You can withdraw money from the Variable Account or the Fixed Account Option(s)
available under your Contract. To complete a partial withdrawal from the
Variable Account, we will cancel Accumulation Units in an amount equal to the
withdrawal and any applicable withdrawal charge and premium taxes.

You must name the investment alternative from which you are taking the
withdrawal. If none is named, then the withdrawal request is incomplete and
cannot be honored.

In general, you must withdraw at least $50 at a time. If you request a total
withdrawal, we may require that you return your Contract to us.

POSTPONEMENT OF PAYMENTS
We may postpone the payment of any amounts due from the Variable Account under
the Contract if:

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

2. an emergency exists as defined by the SEC, or

3. the SEC permits delay for your protection.

In addition, we may delay payments or transfers from the Fixed Account Option(s)
available under your Contract for up to 6 months or shorter period if required
by law. If we delay payment or transfer for 30 days or more, we will pay
interest as required by law.

SYSTEMATIC WITHDRAWAL PROGRAM
You may choose to receive systematic withdrawal payments on a monthly,
quarterly, semi-annual, or annual basis at any time prior to the Payout Start
Date. Please consult your sales representative or call us at 1-800-390-1277 for
more information. Depending on fluctuations in the value of the Variable
Sub-Accounts and the value of the Fixed Account Option(s) available under your
Contract, systematic withdrawals may reduce or even exhaust the Contract Value.
Income taxes may apply to systematic withdrawals. Please consult your tax
adviser before taking any withdrawal.

MINIMUM CONTRACT VALUE
If your request for a partial withdrawal would reduce the Contract Value to less
than $1,000, we may treat it as a request to withdraw your entire Contract
Value. Your Contract will terminate if you withdraw all of your Contract Value.
We will, however, ask you to confirm your withdrawal request before terminating
your Contract. If we terminate your Contract, we will distribute to you its
Contract Value, less withdrawal and other charges and taxes.

INCOME PAYMENTS
- -------------------------------------------------------------------

PAYOUT START DATE
The Payout Start Date is the day that we apply your Contract Value to an Income
Plan. The Payout Start Date must be at least 30 days after the Issue Date and on
or before the later of:

- - the Annuitant's 90th birthday, or

- - the 10th Contract Anniversary.

You may change the Payout Start Date at any time by notifying us in writing of
the change at least 30 days before the scheduled Payout Start Date. Absent a
change, we will use the Payout Start Date stated in your Contract.

INCOME PLANS
You may choose and change your choice of Income Plan until 30 days before the
Payout Start Date. If you do not select an Income Plan, we will make income
payments in accordance with Income Plan 1 with guaranteed payments for 10 years.
After the Payout Start Date, you may not make withdrawals (except as described
below) or change your choice of Income Plan.

Three Income Plans are available under the Contract. Each is available to
provide:

- - fixed income payments;

- - variable income payments; or

                            24    - PROSPECTUS
<PAGE>
- - a combination of the two.

The three Income Plans are:

INCOME PLAN 1 -- LIFE INCOME WITH GUARANTEED PAYMENTS. Under this plan, we make
periodic income payments for at least as long as the Annuitant lives. If the
Annuitant dies before we have made all of the guaranteed income payments, we
will continue to pay the remainder of the guaranteed income payments as required
by the Contract.

INCOME PLAN 2 -- JOINT AND SURVIVOR LIFE INCOME WITH GUARANTEED PAYMENTS. Under
this plan, we make periodic income payments for at least as long as either the
Annuitant or the joint Annuitant, named at the time the plan was selected, is
alive. If both the Annuitant and the joint Annuitant die before we have made all
of the guaranteed income payments, we will continue to pay the remainder of the
guaranteed income payments as required by the Contract.

INCOME PLAN 3 -- GUARANTEED PAYMENTS FOR A SPECIFIED PERIOD (5 YEARS TO 30
YEARS). Under this plan, we make periodic income payments for the period you
have chosen. These payments do not depend on the Annuitant's life. Income
payments for less than 120 months may be subject to a withdrawal charge. We will
deduct the mortality and expense risk charge from the assets of the Variable
Sub-Accounts supporting this Plan even though we may not bear any mortality
risk.

The length of any guaranteed payment period under your selected Income Plan
generally will affect the dollar amount of each income payment. As a general
rule, longer guarantee periods result in lower income payments, all other things
being equal. For example, if you choose an Income Plan with payments that depend
on the life of the Annuitant but with no minimum specified period for guaranteed
payments, the income payments generally will be greater than the income payments
made under the same Income Plan with a minimum specified period for guaranteed
payments.

If you choose Income Plan 1 or 2, or, if available, another Income Plan with
payments that continue for the life of the Annuitant or joint Annuitant, we may
require proof of age and sex of the Annuitant or joint Annuitant before starting
income payments, and proof that the Annuitant or joint Annuitant are alive
before we make each payment. Please note that under such Income Plans, if you
elect to take no minimum guaranteed payments, it is possible that the payee
could receive only 1 income payment if the Annuitant and any joint Annuitant
both die before the second income payment, or only 2 income payments if they die
before the third income payment, and so on.

Generally, you may not make withdrawals after the Payout Start Date. One
exception to this rule applies if you are receiving income payments that do not
depend on the life of the Annuitant (such as under Income Plan 3). In that case
you may terminate all or part of the income payments at any time and receive a
lump sum equal to the present value of the remaining payments associated with
the amount withdrawn. To determine the present value of any remaining variable
income payments being withdrawn, we use a discount rate equal to the assumed
annual investment rate that we use to compute such variable income payment. The
minimum amount you may withdraw under this feature is $1,000. A withdrawal
charge may apply. Income payments to Beneficiaries may be subject to
restrictions established by the Contract owner. We also deduct applicable
premium taxes from the Contract Value at the Payout Start Date.

We may make other Income Plans available. You may obtain information about them
by writing or calling us.

You must apply at least the Contract Value in the Fixed Account on the Payout
Start Date to fixed income payments. If you wish to apply any portion of your
Fixed Account balance to provide variable income payments, you should plan ahead
and transfer that amount to the Variable Sub-Accounts prior to the Payout Start
Date. If you do not tell us how to allocate your Contract Value among fixed and
variable income payments, we will apply your Contract Value in the Variable
Account to variable income payments and your Contract Value in the Fixed Account
to fixed income payments.

We will apply your Contract Value, less applicable taxes, to your Income Plan on
the Payout Start Date. We can make income payments in monthly, quarterly,
semi-annual or annual installments, as you select. If the Contract Owner has not
made any purchase payments for at least 2 years preceding the Payout Start Date,
and the Contract Value is less than $2,000, or not enough to provide an initial
payment of at least $20, and state law permits, we may:

- - terminate the Contract and pay you the Contract value, less any applicable
  taxes, in a lump sum instead of the periodic payments you have chosen, or

- - reduce the frequency of your payments so that each payment will be at least
  $20.

VARIABLE INCOME PAYMENTS
The amount of your variable income payments depends upon the investment results
of the Variable Sub-Accounts you select, the premium taxes you pay, the age and
sex of the Annuitant, and the Income Plan you choose. We guarantee that the
payments will not be affected by (a) actual mortality experience and (b) the
amount of our administration expenses.

We cannot predict the total amount of your variable income payments. Your
variable income payments may be more or less than your total purchase payments
because (a) variable income payments vary with the investment results of the

                            25    - PROSPECTUS
<PAGE>
underlying Funds; and (b) the Annuitant could live longer or shorter than we
expect based on the tables we use.

In calculating the amount of the periodic payments in the annuity tables in the
Contract, we assumed an annual investment rate of 3%. (We reserve the right to
offer other assumed investment rates.) If the actual net investment return of
the Variable Sub-Accounts you choose is less than this assumed investment rate,
then the dollar amount of your variable income payments will decrease. The
dollar amount of your variable income payments will increase, however, if the
actual net investment return exceeds the assumed investment rate. The dollar
amount of the variable income payments stays level if the net investment return
equals the assumed investment rate. Please refer to the Statement of Additional
Information for more detailed information as to how we determine variable income
payments.

FIXED INCOME PAYMENTS
We guarantee income payment amounts derived from any Fixed Account Option for
the duration of the Income Plan. We calculate the fixed income payments by:

1. deducting any applicable premium tax; and

2. applying the resulting amount to the greater of (a) the appropriate value
from the income payment table in your Contract or (b) such other value as we are
offering at that time.

We may defer making fixed income payments for a period of up to 6 months or
whatever shorter time state law may require. If we defer payments for 30 days or
more, we will pay interest as required by law from the date we receive the
withdrawal request to the date we make payment.

RETIREMENT INCOME GUARANTEE RIDERS
For owners up to and including age 75, you have the option to add to your
Contract one of two Retirement Income Guarantee Riders (RIDER 1 or RIDER 2).
Each Rider guarantees a minimum dollar amount (we call the "GUARANTEED INCOME
BENEFIT") to be applied to an Income Plan. You may exercise this benefit up to
the your latest Payout Start Date. The Riders may not be available in all
states.

ELIGIBILITY. To qualify for this benefit, you must meet the following conditions
as of the Payout Start Date:

- - You must elect a Payout Start Date that is on or after the 10th anniversary of
  the date we issued the Rider (the "RIDER DATE");

- - The Payout Start Date must occur during the 30 day period following a Contract
  Anniversary;

- - You must elect to receive fixed income payments; and

- - The Income Plan you have selected must provide for payments guaranteed for
  either a single life or joint lives with a specified period of at least:

    - 10 years, if the youngest Annuitant's age is 80 or less on the date the
      amount is applied, or

    - 5 years, if the youngest Annuitant's age is greater than 80 on the date
      the amount is applied.

RETIREMENT INCOME GUARANTEE RIDER 1. This Rider guarantees that the amount you
apply to an Income Plan will not be less than the total of your purchase
payments, including any Credit Enhancements applied under PUTNAM ALLSTATE
ADVISOR PLUS CONTRACTS, less any withdrawals and any applicable taxes.

The current charge for this Rider, on an annual basis, is 0.05% multiplied by
the Income Base in effect on each Contract Anniversary. We deduct the fee only
from your assets in the Variable Sub-Account(s). In the case of a full
withdrawal of the Contract Value on any date other than the Contract
Anniversary, we will deduct from the amount paid upon withdrawal a Rider fee
equal to 0.05% multiplied by the Income Base immediately prior to the withdrawal
pro rated to reflect the number of days the Rider was in effect during the
current Contract Year.

We calculate the Income Base that we use to determine the value of the
guaranteed income benefit as follows:

1. On the Rider Date, the Income Base is equal to the Contract Value.

2. After the Rider Date, we recalculate the Income Base when a purchase payment
or withdrawal is made as follows:

    (a) For purchase payments, the Income Base is equal to the most recently
calculated Income Base plus the purchase payment (and any Credit Enhancement in
the case of PUTNAM ALLSTATE ADVISOR PLUS CONTRACTS).

    (b) For withdrawals, the Income Base is equal to the most recently
calculated Income Base reduced by a withdrawal adjustment, described below.

In the absence of any withdrawals or purchase payments, the Income Base will be
equal to the Contract Value as of the Rider Date.

The withdrawal adjustment is equal to (1) divided by (2), with the result
multiplied by (3), where:

<TABLE>
    <S>  <C>  <C>
    1)    =   withdrawal amount,
    2)    =   the Contract Value immediately prior
              to the withdrawal, and
    3)    =   the most recently calculated Income
              Base.
</TABLE>

See Appendix B for an example of how the withdrawal adjustment applies.

                            26    - PROSPECTUS
<PAGE>
The guaranteed income benefit amount is determined by applying the Income Base,
less any applicable taxes, to the guaranteed rates for the Income Plan that you
select. On the Payout Start Date, the income payment will be the greater of (i)
the income payment produced by the guaranteed income benefit or (ii) the income
payment provided in the fixed amount income payment provision of the Contract.

RETIREMENT INCOME GUARANTEE RIDER 2. This Rider guarantees that the amount you
apply to an Income Plan will not be less than the greater of Income Base A or
Income Base B described below.

The current annual charge for this Rider is 0.30% multiplied by the Income Base
in effect on each Contract Anniversary. We deduct the fee only from the Variable
Sub-Account(s). In the case of a full withdrawal of the Contract Value on any
date other than the Contract Anniversary, we will deduct from the amount paid
upon withdrawal a Rider fee equal to 0.30% multiplied by the Income Base
immediately prior to the withdrawal pro rated to reflect the number of days the
Rider was in effect during the current Contract Year.

The Income Base is the greater of Income Base A and Income Base B. We determine
each Income Base as follows:

INCOME BASE A. On the Rider Date, Income Base A is equal to the Contract Value.
After the Rider Date, we recalculate Income Base A as follows on the Contract
Anniversary and when a purchase payment or withdrawal is made:

1. For purchase payments, Income Base A is equal to the most recently calculated
Income Base plus the purchase payment (and any Credit Enhancement in the case of
PUTNAM ALLSTATE ADVISOR PLUS CONTRACTS).

2. For withdrawals, Income Base A is equal to the most recently calculated
Income Base reduced by a withdrawal adjustment.

3. On each Contract Anniversary, Income Base A is equal to the greater of the
Contract Value on that date or the most recently calculated Income Base A.

In the absence of any withdrawals or purchase payments, Income Base A will be
equal to the greatest Contract Value as of the Rider Date and all Contract
Anniversary Contract Values between the Rider Date and the Payout Start Date. We
will recalculate Income Base A for purchase payments, for withdrawals and on
Contract Anniversaries until the first Contract Anniversary after the 85th
birthday of the oldest Contract Owner or, if no Contract Owner is a living
individual, the oldest Annuitant. After that date, we will recalculate Income
Base A for purchase payments and withdrawals.

INCOME BASE B. On the Rider Date, Income Base B is equal to the Contract Value.
After the Rider Date, Income Base B, plus any subsequent purchase payments (and
any Credit Enhancement in the case of PUTNAM ALLSTATE ADVISOR PLUS CONTRACTS)
and less a withdrawal adjustment for any subsequent withdrawals, will accumulate
daily at a rate equal to 6% per year until the first day of the month following
the oldest Contract Owner's or, if the Contract Owner is not a living
individual, the Annuitant's 85th birthday.

For purposes of computing Income Base A or B, the withdrawal adjustment is equal
to (1) divided by (2), with the result multiplied by (3), where:

<TABLE>
    <S>  <C>  <C>
    1)    =   withdrawal amount,
    2)    =   the Contract Value immediately prior
              to the withdrawal, and
    3)    =   the most recently calculated Income
              Base.
</TABLE>

See Appendix B for an example of how the withdrawal adjustment applies.

We determine the guaranteed income benefit amount by applying the Income Base,
less any applicable taxes, to the guaranteed rates for the Income Plan that you
select. On the Payout Start Date, the income payment will be the greater of
(i) the income payment provided by the guaranteed income benefit or (ii) the
income payment provided in the fixed amount income payment provision of the
Contract.

CERTAIN EMPLOYEE BENEFIT PLANS
The Contracts offered by this prospectus contain income payment tables that
provide for different payments to men and women of the same age, except in
states that require unisex tables. We reserve the right to use income payment
tables that do not distinguish on the basis of sex to the extent permitted by
applicable law. In certain employment-related situations, employers are required
by law to use the same income payment tables for men and women. Accordingly, if
the Contract is to be used in connection with an employment-related retirement
or benefit plan and we do not offer unisex annuity tables in your state, you
should consult with legal counsel as to whether the purchase of a Contract is
appropriate.

                            27    - PROSPECTUS
<PAGE>
DEATH BENEFITS
- -------------------------------------------------------------------

We will pay a death benefit if, prior to the Payout Start Date:

1. any Contract Owner dies, or

2. the Annuitant dies.

We will pay the death benefit to the new Contract Owner as determined
immediately after the death. The new Contract Owner would be a surviving
Contract Owner or, if none, the Beneficiary. In the case of the death of the
Annuitant, we will pay the death benefit to the current Contract Owner.

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

1. the Contract Value as of the date we determine the death benefit, or

2. the sum of all purchase payments (and including Credit Enhancements in the
case of PUTNAM ALLSTATE ADVISOR PLUS CONTRACTS), less withdrawals, or

3. the most recent MAXIMUM ANNIVERSARY VALUE prior to the date we determine the
death benefit (see "Maximum Anniversary Value" below).

We will determine the value of the death benefit as of the end of the Valuation
Date on which we receive a complete request for payment of the death benefit. If
we receive a request after 3 p.m. Central Time on a Valuation Date, we will
process the request as of the end of the following Valuation Date. A request for
payment of the death benefit must include DUE PROOF OF DEATH. We will accept the
following documentation as "Due Proof of Death":

- - a certified copy of a death certificate,

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

- - other documentation as we may accept in our sole discretion.

MAXIMUM ANNIVERSARY VALUE. On the Issue Date, the Maximum Anniversary Value is
equal to the initial purchase payment (including Credit Enhancement in the case
of PUTNAM ALLSTATE ADVISOR PLUS CONTRACTS). After the Issue Date, we recalculate
the Maximum Anniversary Value when a purchase payment or withdrawal is made or
on a Contract Anniversary as follows:

1. For purchase payments, the Maximum Anniversary Value is equal to the most
recently calculated Maximum Anniversary Value plus the purchase payment
(including Credit Enhancement in the case of PUTNAM ALLSTATE ADVISOR PLUS
CONTRACTS).

2. For withdrawals, the Maximum Anniversary Value is equal to the most recently
calculated Maximum Anniversary Value reduced by a withdrawal adjustment, as
defined below.

3. On each Contract Anniversary, the Maximum Anniversary Value is equal to the
greater of the Contract Value or the most recently calculated Maximum
Anniversary Value.

In the absence of any withdrawals or purchase payments, the Maximum Anniversary
Value will be the greatest of all Contract Anniversary Contract Values on or
prior to the date we calculate the death benefit.

We will recalculate the Maximum Anniversary Value until the first Contract
Anniversary after the 80th birthday of the oldest Contract Owner or, if no
Contract Owner is a living individual, the Annuitant. After that date, we will
recalculate the Maximum Anniversary Value only for purchase payments and
withdrawals. The Maximum Anniversary Value will never be greater than the
maximum death benefit allowed by any applicable state non-forfeiture laws.

WITHDRAWAL ADJUSTMENT. The withdrawal adjustment reduces the Maximum Anniversary
Value and the death benefit under the Enhanced Beneficiary Protection Option,
described below, by the same proportion as the withdrawal reduces the Contract
Value. The withdrawal adjustment is equal to (a) divided by (b), with the result
multiplied by (c), where:

<TABLE>
    <S>  <C>  <C>
    (a)   =   the withdrawal amount,
    (b)   =   the Contract Value immediately prior
              to the withdrawal, and
    (c)   =   the value of the applicable death
              benefit alternative immediately prior
              to the withdrawal.
</TABLE>

See Appendix A for an example of a withdrawal adjustment.

ENHANCED BENEFICIARY PROTECTION OPTION
For Contract Owners up to and including age 75, the Enhanced Beneficiary
Protection Option is an optional benefit that you may elect. If you elect the
Option, the death benefit will be the greater of the death benefit alternatives
(1) through (3) listed above, or (4) the Enhanced Beneficiary Protection Option.
The Enhanced Beneficiary Protection Option may not be available in all states.

We will issue a rider to your Contract if you elect the Option. The Enhanced
Beneficiary Protection Option on the date we issue the Contract rider ("RIDER
DATE") is equal to the Contract Value on that date. After the Rider Date, the
Enhanced Beneficiary Protection Option, plus any subsequent payments (including
Credit Enhancements in the case of PUTNAM ALLSTATE ADVISOR PLUS CONTRACTS) and
less a withdrawal adjustment (computed as described above), will accumulate
daily at the rate of 5% per year until the earlier of:

1. the date we determine the death benefit, or

                            28    - PROSPECTUS
<PAGE>
2. the first Contract Anniversary following the 80th birthday of the oldest
Contract Owner or, if no Contract Owner is a living individual, the 80th
birthday of the oldest Annuitant.

We will determine the death benefit under the Enhanced Beneficiary Protection
Option in the same manner as described under "Death Benefit Amount."

DEATH BENEFIT PAYMENTS
DEATH OF CONTRACT OWNER. Within 180 days of the date of your death, the new
Contract Owner may elect to:

1. receive the death benefit in a lump sum, or

2. apply an amount equal to the death benefit to one of the available Income
Plans described above. The Payout Start Date must be within one year of the date
of your death. Income payments must be:

    (a) over the life of the new Contract Owner,

    (b) for a guaranteed number of payments from 5 to 30 years but not to exceed
the life expectancy of the new Contract Owner, or

    (c) over the life of new Contract Owner with a guaranteed number of payments
from 5 to 30 years but not to exceed the life expectancy of the new Contract
Owner.

Otherwise, the new Contract Owner will receive the SETTLEMENT VALUE. The
"Settlement Value" is the Contract Value, less any applicable withdrawal charge,
premium tax and, in the case of PUTNAM ALLSTATE ADVISOR CONTRACTS, contract
maintenance charge. The new Contract Owner may make a single withdrawal of any
amount within one year of the date of death without incurring a withdrawal
charge. We will calculate the Settlement Value as of the end of the Valuation
Date coinciding with the requested distribution date for payment or on the
mandatory distribution date of 5 years after the date of your death, whichever
is earlier. If we receive a request after 3 p.m. Central Time on a Valuation
Date, we will process the request as of the end of the following Valuation Date.
We are currently waiving the 180 day limit, but we reserve the right to enforce
the limitation in the future.

In any event, the entire value of the Contract must be distributed within 5
years after the date of death unless an Income Plan is elected or a surviving
spouse continues the Contract in accordance with the provisions described below.

If the new Contract Owner is your spouse, then he or she may elect one of the
options listed above or may continue the Contract in the Accumulation Phase as
if the death had not occurred. On the date the Contract is continued, the
Contract Value will equal the amount of the death benefit as determined as of
the Valuation Date on which we received Due Proof of Death (the next Valuation
Date if we receive Due Proof of Death after 3 p.m. Central Time). The Contract
may only be continued once. If the surviving spouse continues the Contract in
the Accumulation Phase, the surviving spouse may make a single withdrawal of any
amount within 1 year of the date of death without incurring a withdrawal charge.
Prior to the Payout Start Date, the death benefit of the continued Contract will
be the greater of:

- - the sum of all purchase payments (including Credit Enhancements in the case of
  PUTNAM ALLSTATE ADVISOR PLUS CONTRACTS) less any withdrawals; or

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

- - the Maximum Anniversary Value as defined in the "Death Benefit Amount"
  section, with the following changes:

    - "Issue Date" is replaced by the date the Contract is continued,

    - "initial purchase payment" (including Credit Enhancements in the case of
      PUTNAM ALLSTATE ADVISOR PLUS CONTRACTS) is replaced with the death benefit
      as described at the end of the Valuation Period during which we received
      Due Proof of Death.

For Contracts with the optional Enhanced Beneficiary Protection Option:

- - the Enhanced Beneficiary Protection value as defined in the Rider, with the
  following changes:

    - "Rider Date" is replaced by the date the Contract is continued,

    - "Contract Value" is replaced with the death benefit as described at the
      end of the Valuation Period during which we received Due Proof of Death.

If the new Contract Owner is a corporation, trust, or other non-natural person,
then the new Contract Owner may elect, within 180 days of your death, to receive
the death benefit in a lump sum or may elect to receive the Settlement Value in
a lump sum within 5 years of death. We are currently waiving the 180 day limit,
but we reserve the right to enforce the limitation in the future.

DEATH OF ANNUITANT. If the Annuitant who is not also the Contract Owner dies
prior to the Payout Start Date, the Contract Owner must elect one of the
applicable options described below.

If the Contract Owner is a natural person, the Contract Owner may elect to
continue the Contract as if the death had not occurred, or, if we receive Due
Proof of Death within 180 days of the date of the Annuitant's death, the
Contract Owner may choose to:

1. receive the death benefit in a lump sum; or

                            29    - PROSPECTUS
<PAGE>
2. apply the death benefit to an Income Plan that must begin within 1 year of
the date of death.

If the Contract Owner elects to continue the Contract or to apply the death
benefit to an Income Plan, the new Annuitant will be the youngest Contract
Owner, unless the Contract Owner names a different Annuitant.

If the Contract Owner is a non-natural person, the non-natural Contract Owner
may elect, within 180 days of the Annuitant's date of death, to receive the
death benefit in a lump sum or may elect to receive the Settlement Value payable
in a lump sum within 5 years of the Annuitant's date of death. If the
non-natural Contract Owner does not make one of the above described elections,
the Settlement Value must be withdrawn by the non-natural Contract Owner on or
before the mandatory distribution date 5 years after the Annuitant's death. We
are currently waiving the 180 day limit, but we reserve the right to enforce the
limitation in the future.

MORE INFORMATION
- -------------------------------------------------------------------

ALLSTATE
Allstate is the issuer of the Contract. Allstate is an Illinois stock life
insurance company organized in 1957.

Allstate is licensed to operate in the District of Columbia, Puerto Rico, and
all states except New York. We intend to offer the Contract in those
jurisdictions in which we are licensed. Our home office is located at 3100
Sanders Road, Northbrook, Illinois, 60062.

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

Several independent rating agencies regularly evaluate life insurers'
claims-paying ability, quality of investments, and overall stability. A.M. Best
Company assigns A+ (Superior) to Allstate. Standard & Poor's Insurance Rating
Services assigns an AA+ (Very Strong) financial strength rating and Moody's
assigns an Aa2 (Excellent) financial strength rating to Allstate. These ratings
do not reflect the investment performance of the Variable Account. We may from
time to time advertise these ratings in our sales literature.

VARIABLE ACCOUNT
Allstate established the Allstate Life Insurance Company Separate Account A on
January 27, 1999. We have registered the Variable Account with the SEC as a unit
investment trust. The SEC does not supervise the management of the Variable
Account or Allstate.

We own the assets of the Variable Account. The Variable Account is a segregated
asset account under Illinois law. That means we account for the Variable
Account's income, gains and losses separately from the results of our other
operations. It also means that only the assets of the Variable Account that are
in excess of the reserves and other Contract liabilities with respect to the
Variable Account are subject to liabilities relating to our other operations.
Our obligations arising under the Contracts are general corporate obligations of
Allstate.

The Variable Account consists of 24 Variable Sub-Accounts, each of which invests
in a corresponding Fund. We may add new Variable Sub-Accounts or eliminate one
or more of them, if we believe marketing, tax, or investment conditions so
warrant. We do not guarantee the investment performance of the Variable Account,
its Sub-Accounts or the Funds. We may use the Variable Account to fund our other
annuity contracts. We will account separately for each type of annuity contract
funded by the Variable Account.

THE FUNDS
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS. We automatically reinvest all
dividends and capital gains distributions from the Funds in shares of the
distributing Funds at their net asset value.

VOTING PRIVILEGES. As a general matter, you do not have a direct right to vote
the shares of the Funds held by the Variable Sub-Accounts to which you have
allocated your Contract Value. Under current law, however, you are entitled to
give us instructions on how to vote those shares on certain matters. Based on
our present view of the law, we will vote the shares of the Funds that we hold
directly or indirectly through the Variable Account in accordance with
instructions that we receive from Contract Owners entitled to give such
instructions.

As a general rule, before the Payout Start Date, the Contract Owner or anyone
with a voting interest is the person entitled to give voting instructions. The
number of shares that a person has a right to instruct will be determined by
dividing the Contract Value allocated to the applicable Variable Sub-Account by
the net asset value per share of the corresponding Fund as of the record date of
the meeting. After the

                            30    - PROSPECTUS
<PAGE>
Payout Start Date the person receiving income payments has the voting interest.
The payee's number of votes will be determined by dividing the reserve for such
Contract allocated to the applicable Sub-Account by the net asset value per
share of the corresponding Fund. The votes decrease as income payments are made
and as the reserves for the Contract decrease.

We will vote shares attributable to Contracts for which we have not received
instructions, as well as shares attributable to us, in the same proportion as we
vote shares for which we have received instructions, unless we determine that we
may vote such shares in our own discretion. We will apply voting instructions to
abstain on any item to be voted upon on a pro-rata basis to reduce the votes
eligible to be cast.

We reserve the right to vote Fund shares as we see fit without regard to voting
instructions to the extent permitted by law. If we disregard voting
instructions, we will include a summary of that action and our reasons for that
action in the next semi-annual financial report we send to you.

CHANGES IN FUNDS. If the shares of any of the Funds are no longer available for
investment by the Variable Account or if, in our judgment, further investment in
such shares is no longer desirable in view of the purposes of the Contract, we
may eliminate that Fund and substitute shares of another eligible investment
fund. Any substitution of securities will comply with the requirements of the
Investment Company Act of 1940. We also may add new Variable Sub-Accounts that
invest in additional mutual funds. We will notify you in advance of any change.

CONFLICTS OF INTEREST. The Funds sell their shares to separate accounts
underlying both variable life insurance and variable annuity contracts. It is
conceivable that in the future it may be unfavorable for variable life insurance
separate accounts and variable annuity separate accounts to invest in the same
Fund. The board of directors of the Funds monitors for possible conflicts among
separate accounts buying shares of the Funds. Conflicts could develop for a
variety of reasons. For example, differences in treatment under tax and other
laws or the failure by a separate account to comply with such laws could cause a
conflict. To eliminate a conflict, the Funds' board of directors may require a
separate account to withdraw its participation in a Fund. A Fund's net asset
value could decrease if it had to sell investment securities to pay redemption
proceeds to a separate account withdrawing because of a conflict.

THE CONTRACT

DISTRIBUTION. ALFS, Inc., (formerly known as Allstate Life Financial Services
Inc.) ("ALFS"), located at 3100 Sanders Road, Northbrook, IL 60062-7154, will
serve as principal underwriter of the Contracts until May 1, 2000. ALFS is a
wholly owned subsidiary of Allstate. Beginning May 1, 2000, Allstate
Distributors, L.L.C. ("Allstate Distributors"), a broker-dealer jointly owned by
Allstate and Putnam Investments, will serve as principal underwriter of the
Contracts. ALFS and Allstate Distributors are each a registered broker dealer
under the Securities and Exchange Act of 1934, as amended, ("Exchange Act") and
a member of the National Association of Securities Dealers, Inc. Contracts are
sold by registered representatives of unaffiliated broker-dealers or bank
employees who are licensed insurance agents appointed by Allstate, either
individually or through an incorporated insurance agency and have entered into a
selling agreement with ALFS (until May 1, 2000) or Allstate Distributors
(beginning May 1, 2000) to sell the Contract.

We will pay commissions to broker-dealers who sell the Contracts. Commissions
paid may vary, but we estimate that the total commission paid on all Contract
sales will not exceed 6% of all purchase payments. From time to time, we may pay
or permit other promotional incentives, in cash or credit or other compensation.
The commission is intended to cover distribution expenses. In some states,
Contracts may be sold by representatives or employees of banks.

Allstate may pay Allstate Distributors a commission for distribution of the
Contracts. The underwriting agreement with Allstate Distributors provides that
we will reimburse Allstate Distributors for expenses incurred in distributing
the Contracts, including any liability to Contract Owners arising out of
services rendered or Contracts issued.

For PUTNAM ALLSTATE ADVISOR CONTRACTS issued to employees of Allstate and
certain other eligible organizations, and in lieu of Allstate paying any
commissions on sales of those Contracts, the Contract Owner will receive a
credit of 6% of the amount of each purchase payment that will be applied to each
purchase payment. Allstate will allocate this credit in the same allocation as
your most recent instruction. If you exercise your Right to Cancel your Contract
as described in this prospectus, we will return to you the amount you would have
received had there been no credit. Unless we are required by law to return your
purchase payments, this amount also will include any charges deducted that
reduced your Contract Value prior to cancellation, plus any investment gain on
the credit. The credit may not be available in all states. We do not consider
the credit to be an "investment in the contract" for income tax purposes.

ADMINISTRATION. We have primary responsibility for all administration of the
Contracts and the Variable Account.

We provide the following administrative services, among others:

- - issuance of the Contracts;

- - maintenance of Contract Owner records;

- - Contract Owner services;

- - calculation of unit values;

- - maintenance of the Variable Account; and

- - preparation of Contract Owner reports.

                            31    - PROSPECTUS
<PAGE>
We will send you Contract statements and transaction confirmations at least
annually. You should notify us promptly in writing of any address change. You
should read your statements and confirmations carefully and verify their
accuracy. You should contact us promptly if you have a question about a periodic
statement. We will investigate all complaints and make any necessary adjustments
retroactively, but you must notify us of a potential error within a reasonable
time after the date of the questioned statement. If you wait too long, we will
make the adjustment as of the date that we receive notice of the potential
error.

We will also provide you with additional periodic and other reports, information
and prospectuses as may be required by federal securities laws.

QUALIFIED PLANS
If you use the Contract with a qualified plan, the plan may impose different or
additional conditions or limitations on withdrawals, waivers of withdrawal
charges, death benefits, Payout Start Dates, income payments, and other Contract
features. In addition, adverse tax consequences may result if qualified plan
limits on distributions and other conditions are not met. Please consult your
qualified plan administrator for more information.

LEGAL MATTERS
Freedman, Levy, Kroll & Simonds, Washington, D.C., has advised Allstate on
certain federal securities law matters. All matters of Illinois law pertaining
to the Contracts, including the validity of the Contracts and Allstate's right
to issue such Contracts under Illinois insurance law, have been passed upon by
Michael J. Velotta, General Counsel of Allstate.

TAXES
- -------------------------------------------------------------------

THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE. ALLSTATE
MAKES NO GUARANTEE REGARDING THE TAX TREATMENT OF ANY CONTRACT OR TRANSACTION
INVOLVING A CONTRACT.

Federal, state, local and other tax consequences of ownership or receipt of
distributions under an annuity contract depend on your individual circumstances.
If you are concerned about any tax consequences with regard to your individual
circumstances, you should consult a competent tax adviser.

TAXATION OF ANNUITIES IN GENERAL
TAX DEFERRAL. Generally, you are not taxed on increases in the Contract Value
until a distribution occurs. This rule applies only where:

1. the owner is a natural person,

2. the investments of the Variable Account are "adequately diversified"
according to Treasury Department regulations, and

3. Allstate is considered the owner of the Variable Account assets for federal
income tax purposes.

NON-NATURAL OWNERS. As a general rule, annuity contracts owned by non-natural
persons such as corporations, trusts, or other entities are not treated as
annuity contracts for federal income tax purposes. The income on such contracts
is taxed as ordinary income received or accrued by the owner during the taxable
year. Please see the Statement of Additional Information for a discussion of
several exceptions to the general rule for contracts owned by non-natural
persons.

DIVERSIFICATION REQUIREMENTS. For a Contract to be treated as an annuity for
federal income tax purposes, the investments in the Variable Account must be
"adequately diversified" consistent with standards under Treasury Department
regulations. If the investments in the Variable Account are not adequately
diversified, the Contract will not be treated as an annuity contract for federal
income tax purposes. As a result, the income on the Contract will be taxed as
ordinary income received or accrued by the owner during the taxable year.
Although Allstate does not have control over the Funds or their investments, we
expect the Funds to meet the diversification requirements.

OWNERSHIP TREATMENT. The IRS has stated that you will be considered the owner of
Variable Account assets if you possess 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 the regulations do not provide guidance concerning circumstances in which
investor control of the Variable Account investments may cause an investor to be
treated as the owner of the Variable Account. The Treasury Department also
stated that future guidance would be issued regarding the extent that Owners
could direct sub-account investments without being treated as Owners of the
underlying assets of the separate account.

Your rights under the Contract are different than those described by the IRS in
rulings in which it found that contract Owners were not Owners of separate
account assets. For example, you have the choice to allocate premiums and
Contract Values among more investment alternatives. Also,

                            32    - PROSPECTUS
<PAGE>
you may be able to transfer among investment alternatives more frequently than
in such rulings. These differences could result in you being treated as the
owner of the Variable Account. If this occurs, income and gain from the Variable
Account assets would be includible in your gross income. Allstate does not know
what standards will be set forth in any regulations or rulings which the
Treasury Department may issue. It is possible that future standards announced by
the Treasury Department could adversely affect the tax treatment of your
Contract. We reserve the right to modify the Contract as necessary to attempt to
prevent you from being considered the federal tax owner of the assets of the
Variable Account. However, we make no guarantee that such modification to the
Contract will be successful.

TAXATION OF PARTIAL AND FULL WITHDRAWALS. If you make a partial withdrawal under
a non-Qualified Contract, amounts received are taxable to the extent the
Contract Value, without regard to surrender charges, exceeds the investment in
the Contract. The investment in the Contract is the gross premium paid for the
contract minus any amounts previously received from the Contract if such amounts
were properly excluded from your gross income. If you make a partial withdrawal
under a Qualified Contract, the portion of the payment that bears the same ratio
to the total payment that the investment in the Contract (i.e., nondeductible
IRA contributions, after tax contributions to qualified plans) bears to the
Contract Value, is excluded from your income. If you make a full withdrawal
under a non-Qualified Contract or a Qualified Contract, the amount received will
be taxable only to the extent it exceeds the investment in the Contract.

"Nonqualified distributions" from Roth IRAs are treated as made from
contributions first and are included in gross income only to the extent that
distributions exceed contributions. "Qualified distributions" from Roth IRAs are
not included in gross income. "Qualified distributions" are any distributions
made more than five taxable years after the taxable year of the first
contribution to any Roth IRA and which are:

- - made on or after the date the individual attains age 59 1/2,

- - made to a beneficiary after the Contract Owner's death,

- - attributable to the Contract Owner being disabled, or

- - for a first time home purchase (first time home purchases are subject to a
  lifetime limit of $10,000).

If you transfer a non-Qualified Contract without full and adequate consideration
to a person other than your spouse (or to a former spouse incident to a
divorce), you will be taxed on the difference between the Contract Value and the
investment in the Contract at the time of transfer. Except for certain Qualified
Contracts, any amount you receive as a loan under a Contract, and any assignment
or pledge (or agreement to assign or pledge) of the Contract Value is treated as
a withdrawal of such amount or portion.

TAXATION OF ANNUITY PAYMENTS. Generally, the rule for income taxation of annuity
payments received from a nonqualified contract provides for the return of your
investment in the Contract in equal tax-free amounts over the payment period.
The balance of each payment received is taxable. For fixed annuity payments, the
amount excluded from income is determined by multiplying the payment by the
ratio of the investment in the Contract (adjusted for any refund feature or
period certain) to the total expected value of annuity payments for the term of
the Contract. If you elect variable annuity payments, the amount excluded from
taxable income is determined by dividing the investment in the Contract by the
total number of expected payments. The annuity payments will be fully taxable
after the total amount of the investment in the Contract is excluded using these
ratios. If you die, and annuity payments cease before the total amount of the
investment in the Contract is recovered, the unrecovered amount will be allowed
as a deduction for your last taxable year.

TAXATION OF ANNUITY DEATH BENEFITS. Death of a Contract Owner, or death of the
Annuitant if the Contract is owned by a non-natural person, will cause a
distribution of death benefits from a Contract. Generally, such amounts are
included in income as follows:

1. if distributed in a lump sum, the amounts are taxed in the same manner as a
full withdrawal, or

2. if distributed under an Income Plan, the amounts are taxed in the same manner
as an income payment. Please see the Statement of Additional Information for
more detail on distribution at death requirements.

PENALTY TAX ON PREMATURE DISTRIBUTIONS. A 10% penalty tax applies to the taxable
amount of any premature distribution from a non-Qualified Contract. The penalty
tax generally applies to any distribution made prior to the date you attain age
59 1/2. However, no penalty tax is incurred on distributions:

1. made on or after the date the Contract Owner attains age 59 1/2,

2. made as a result of the Contract Owner's death or disability,

3. made in substantially equal periodic payments over the Contract Owner's life
or life expectancy,

4. made under an immediate annuity, or

5. attributable to investment in the Contract before August 14, 1982.

You should consult a competent tax advisor to determine if any other exceptions
to the penalty apply to your situation.

                            33    - PROSPECTUS
<PAGE>
Similar exceptions may apply to distributions from Qualified Contracts.

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

TAX QUALIFIED CONTRACTS
The income on qualified plan and IRA investments is tax deferred, and the income
on variable annuities held by such plans does not receive any additional tax
deferral. You should review the annuity features, including all benefits and
expenses, prior to purchasing a variable annuity in a qualified plan or IRA.
Contracts may be used as investments with certain qualified plans such as:

- - Individual Retirement Annuities or Accounts (IRAs) under Section 408 of the
  Code;

- - Roth IRAs under Section 408A of the Code;

- - Simplified Employee Pension Plans under Section 408(k) of the Code;

- - Savings Incentive Match Plans for Employees (SIMPLE) Plans under Section
  408(p) of the Code;

- - Tax Sheltered Annuities under Section 403(b) of the Code;

- - Corporate and Self Employed Pension and Profit Sharing Plans; and

- - State and Local Government and Tax-Exempt Organization Deferred Compensation
  Plans.

In the case of certain qualified plans, the terms of the plans may govern the
right to benefits, regardless of the terms of the Contract. The income on
qualified plan and IRA investments is tax deferred and variable annuities held
by such plans do not receive any additional tax deferral. You should review the
annuity features, including all benefits and expenses, prior to purchasing a
variable annuity in a qualified plan or IRA. Allstate reserves the right to
limit the availability of the Contract for use with any of the Qualified Plans
listed above.

RESTRICTIONS UNDER SECTION 403(B) PLANS.
Section 403(b) of the Tax Code provides tax-deferred retirement savings plans
for employees of certain non-profit and educational organizations. Under Section
403(b), any contract used for a 403(b) plan must provide that distributions
attributable to salary reduction contributions made after 12/31/88, and all
earnings on salary reduction contributions, may be made only on or after the
date the employee:

- - attains age 59 1/2,

- - separates from service, dies,

- - becomes disabled, or

- - on account of hardship (earnings on salary reduction contributions may not be
  distributed on the account of hardship).

These limitations do not apply to withdrawals where Allstate is directed to
transfer some or all of the contract value to another 403(b) plan.

INCOME TAX WITHHOLDING
Allstate is required to withhold federal income tax at a rate of 20% on all
"eligible rollover distributions" unless you elect to make a "direct rollover"
of such amounts to an IRA or eligible retirement plan. Eligible rollover
distributions generally include all distributions from Qualified Contracts,
excluding IRAs, with the exception of:

1. required minimum distributions, or

2. a series of substantially equal periodic payments made over a period of at
least 10 years, or, over the life (joint lives) of the participant (and
beneficiary).

Allstate may be required to withhold federal and state income taxes on any
distributions from non-Qualified Contracts or Qualified Contracts that are not
eligible rollover distributions, unless you notify us of your election to not
have taxes withheld.

PERFORMANCE INFORMATION
- -------------------------------------------------------------------

We may advertise the performance of the Variable Sub-Accounts, including yield
and total return information. Total return represents the change, over a
specified period of time, in the value of an investment in a Variable
Sub-Account after reinvesting all income distributions. Yield refers to the
income generated by an investment in a Variable Sub-Account over a specified
period. All performance advertisements will include, as applicable, standardized
yield and total return figures that reflect insurance charges, withdrawal
charges and the following (as applicable):

- - contract maintenance charge for PUTNAM ALLSTATE ADVISOR CONTRACTS

                            34    - PROSPECTUS
<PAGE>
- - Credit Enhancement for PUTNAM ALLSTATE ADVISOR PLUS CONTRACTS

Performance advertisements also may include total return figures that reflect
the deduction of insurance charges, but not withdrawal charges. However, any
total return figures that reflect the Credit Enhancement will also reflect
applicable withdrawal charges to the extent required. The deduction of such
charges would reduce the performance shown. In addition, performance
advertisements may include aggregate, average, year-by-year, or other types of
total return figures.

Performance information for periods prior to the inception date of the Variable
Sub-Accounts will be based on the historical performance of the corresponding
Funds for the periods beginning with the inception dates of the Funds and
adjusted to reflect current Contract expenses. You should not interpret these
figures to reflect actual historical performance of the Variable Account.

We may include in advertising and sales materials tax deferred compounding
charts and other hypothetical illustrations that compare currently taxable and
tax deferred investment programs based on selected tax brackets. Our
advertisements also may compare the performance of our Variable Sub-Accounts
with: (a) certain unmanaged market indices, including but not limited to the Dow
Jones Industrial Average, the Standard & Poor's 500, and the Shearson Lehman
Bond Index; and/or (b) other management investment companies with investment
objectives similar to the underlying funds being compared. In addition, our
advertisements may include the performance ranking assigned by various
publications, including the Wall Street Journal, Forbes, Fortune, Money,
Barron's, Business Week, USA Today, and statistical services, including Lipper
Analytical Services Mutual Fund Survey, Lipper Annuity and Closed End Survey,
the Variable Annuity Research Data Survey, and SEI.

                            35    - PROSPECTUS
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
- -------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                        PAGE
<S>                                                                     <C>
- ----------------------------------------------------------------------------
   Additions, Deletions, or Substitutions of Investments                  2
- ----------------------------------------------------------------------------
   The Contracts                                                          3
- ----------------------------------------------------------------------------
   Performance Information                                                4
- ----------------------------------------------------------------------------
   Calculation of Accumulation Unit Values                                7
- ----------------------------------------------------------------------------
   Calculation of Variable Income Payments                                8
- ----------------------------------------------------------------------------
   General Matters                                                        9
- ----------------------------------------------------------------------------
   Federal Tax Matters                                                   10
- ----------------------------------------------------------------------------
</TABLE>

<TABLE>
- ----------------------------------------------------------------------------
<CAPTION>
                                                                        PAGE
<S>                                                                     <C>

   Qualified Plans                                                       12
- ----------------------------------------------------------------------------
   Experts                                                               15
- ----------------------------------------------------------------------------
   Financial Statements                                                  16
- ----------------------------------------------------------------------------
   Appendix A                                                           A-1
- ----------------------------------------------------------------------------
   Appendix B                                                           B-1
- ----------------------------------------------------------------------------
   Appendix C                                                           C-1
- ----------------------------------------------------------------------------
   Appendix D                                                           D-1
- ----------------------------------------------------------------------------
</TABLE>

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

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. WE DO NOT AUTHORIZE ANYONE TO PROVIDE
ANY INFORMATION OR REPRESENTATIONS REGARDING THE OFFERING DESCRIBED IN THIS
PROSPECTUS OTHER THAN AS CONTAINED IN THIS PROSPECTUS.

                            36    - PROSPECTUS
<PAGE>
APPENDIX A
WITHDRAWAL ADJUSTMENT EXAMPLE - DEATH BENEFITS*
- -------------------------------------------------------------------

Issue Date: January 1, 2000

Initial Purchase Payment: $50,000
(For Putnam Allstate Advisor Plus Contracts, a $2,000 Credit Enhancement would
apply and is reflected in the example below.)

<TABLE>
<CAPTION>
                                                                                         Death Benefit Amount
                                                                       ---------------------------------------------------------
                                                                        Purchase Payment                   Enhanced Beneficiary
                                                                              Value                                Value
                                                          Contract     -------------------                 ---------------------
                 Type          Beginning                    Value       Advisor                Maximum      Advisor
                  of           Contract    Transaction      After         and                Anniversary      and
 Date         Occurrence         Value       Amount      Occurrence    Preferred    Plus        Value      Preferred      Plus
<S>      <C>                   <C>         <C>           <C>           <C>         <C>       <C>           <C>          <C>
- --------------------------------------------------------------------------------------------------------------------------------
1/1/01   Contract Anniversary   $55,000                    $55,000      $50,000    $52,000     $55,000      $52,500     $54,600
- --------------------------------------------------------------------------------------------------------------------------------
7/1/01    Partial Withdrawal    $60,000      $15,000       $45,000      $35,000    $37,000     $41,250      $40,347     $41,961
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The following shows how we compute the adjusted death benefits in the example
above. Please note that the Purchase Payment Value is reduced by the amount of
the withdrawal, whereas the withdrawal adjustment reduces the Maximum
Anniversary Value and Enhanced Beneficiary Value by the same proportion as the
withdrawal reduces the Contract Value.

<TABLE>
<CAPTION>
                                                                                              Advisor
                                                                                                and
                                                                                             Preferred    Plus
<S>                                                           <C>                            <C>         <C>
- ----------------------------------------------------------------------------------------------------------------
PURCHASE PAYMENT VALUE DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------
Partial Withdrawal Amount                                                                     $15,000    $15,000
- ----------------------------------------------------------------------------------------------------------------
Value of Death Benefit Amount Immediately Prior to Partial
  Withdrawal                                                                                  $50,000    $52,000
- ----------------------------------------------------------------------------------------------------------------
Adjusted Death Benefit                                                                        $35,000    $37,000
- ----------------------------------------------------------------------------------------------------------------

MAXIMUM ANNIVERSARY VALUE DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------
Partial Withdrawal Amount                                                 = (a)               $15,000    $15,000
- ----------------------------------------------------------------------------------------------------------------
Contract Value Immediately Prior to Partial Withdrawal                    = (b)               $60,000    $60,000
- ----------------------------------------------------------------------------------------------------------------
Value of Death Benefit Amount Immediately Prior to Partial
  Withdrawal                                                              = (c)               $55,000    $55,000
- ----------------------------------------------------------------------------------------------------------------
Withdrawal Adjustment                                                 [(a)/(b)]*(c)           $13,750    $13,750
- ----------------------------------------------------------------------------------------------------------------
Adjusted Death Benefit                                                                        $41,250    $41,250
- ----------------------------------------------------------------------------------------------------------------

ENHANCED BENEFICIARY PROTECTION VALUE DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------
Partial Withdrawal Amount                                                 = (a)               $15,000    $15,000
- ----------------------------------------------------------------------------------------------------------------
Contract Value Immediately Prior to Partial Withdrawal                    = (b)               $60,000    $60,000
- ----------------------------------------------------------------------------------------------------------------
Value of Death Benefit Amount Immediately Prior to Partial
  Withdrawal (assumes half years worth of interest on should
  be $52,500, $52,500 and $54,600 respectively)                           = (c)               $53,796    $55,948
- ----------------------------------------------------------------------------------------------------------------
Withdrawal Adjustment                                                 [(a)/(b)]*(c)           $13,449    $13,987
- ----------------------------------------------------------------------------------------------------------------
Adjusted Death Benefit                                                                        $40,347    $41,961
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

*For purposes of illustrating the withdrawal adjustment calculation, the example
 assumes the same hypothetical Contract Values and Maximum Anniversary Value for
 all Contracts, net of applicable fees and charges. Actual death benefit amounts
 will differ due to the different fees and charges under each Contract and the
 Credit Enhancement available under the Putnam Allstate Advisor Plus Contract.
 Please remember that you are looking at an example and that your investment
 performance may be greater or lower than the figures shown.

                                      A-1
<PAGE>
APPENDIX B
WITHDRAWAL ADJUSTMENT EXAMPLE -
INCOME BENEFITS*
- -------------------------------------------------------------------

Issue Date: January 1, 2000

Initial Purchase Payment: $50,000
(For Putnam Allstate Advisor Plus Contracts, a $2,000 Credit Enhancement would
apply and is reflected in the example below.)

<TABLE>
<CAPTION>
                                                                                        Income Benefit Amount
                                                                       -------------------------------------------------------
                                                                        Purchase Payment
                                                                              Value                         6% Roll-Up Value
                                                          Contract     -------------------                 -------------------
                 Type          Beginning                    Value       Advisor                Maximum      Advisor
                  of           Contract    Transaction      After         and                Anniversary      and
 Date         Occurrence         Value       Amount      Occurrence    Preferred    Plus        Value      Preferred    Plus
<S>      <C>                   <C>         <C>           <C>           <C>         <C>       <C>           <C>         <C>
- ------------------------------------------------------------------------------------------------------------------------------
1/1/01   Contract Anniversary   $55,000                    $55,000      $50,000    $52,000     $55,000      $53,000    $55,120
- ------------------------------------------------------------------------------------------------------------------------------
7/1/01    Partial Withdrawal    $60,000      $15,000       $45,000      $37,500    $39,000     $41,250      $40,925    $42,562
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The following shows how we compute the adjusted income benefits in the example
above. Please note that the withdrawal adjustment reduces the Purchase Payment
Value, the Maximum Anniversary Value and the 6% Roll-Up Value by the same
proportion as the withdrawal reduces the Contract Value.

<TABLE>
<CAPTION>
                                                                                             Advisor and
PURCHASE PAYMENT VALUE INCOME BENEFIT                                                         Preferred     Plus
<S>                                                           <C>                            <C>           <C>
- ------------------------------------------------------------------------------------------------------------------
Partial Withdrawal Amount                                                 = (a)                $15,000     $15,000
- ------------------------------------------------------------------------------------------------------------------
Contract Value Immediately Prior to Partial Withdrawal                    = (b)                $60,000     $60,000
- ------------------------------------------------------------------------------------------------------------------
Value of Income Benefit Amount Immediately Prior to Partial
  Withdrawal                                                              = (c)                $50,000     $52,000
- ------------------------------------------------------------------------------------------------------------------
Withdrawal Adjustment                                                 [(a)/(b)]*(c)            $12,500     $13,000
- ------------------------------------------------------------------------------------------------------------------
Adjusted Income Benefit                                                                        $37,500     $39,000
- ------------------------------------------------------------------------------------------------------------------

MAXIMUM ANNIVERSARY VALUE INCOME BENEFIT
- ------------------------------------------------------------------------------------------------------------------
Partial Withdrawal Amount                                                 = (a)                $15,000     $15,000
- ------------------------------------------------------------------------------------------------------------------
Contract Value Immediately Prior to Partial Withdrawal                    = (b)                $60,000     $60,000
- ------------------------------------------------------------------------------------------------------------------
Value of Income Benefit Amount Immediately Prior to Partial
  Withdrawal                                                              = (c)                $55,000     $55,000
- ------------------------------------------------------------------------------------------------------------------
Withdrawal Adjustment                                                 [(a)/(b)]*(c)            $13,750     $13,750
- ------------------------------------------------------------------------------------------------------------------
Adjusted Income Benefit                                                                        $41,250     $41,250
- ------------------------------------------------------------------------------------------------------------------

6% ROLL-UP VALUE INCOME BENEFIT
- ------------------------------------------------------------------------------------------------------------------
Partial Withdrawal Amount                                                 = (a)                $15,000     $15,000
- ------------------------------------------------------------------------------------------------------------------
Contract Value Immediately Prior to Partial Withdrawal                    = (b)                $60,000     $60,000
- ------------------------------------------------------------------------------------------------------------------
Value of Income Benefit Amount Immediately Prior to Partial
  Withdrawal (assumes half years worth of interest on
  $53,000 and $55,120, respectively)                                      = (c)                $54,567     $56,750
- ------------------------------------------------------------------------------------------------------------------
Withdrawal Adjustment                                                 [(a)/(b)]*(c)            $13,642     $14,187
- ------------------------------------------------------------------------------------------------------------------
Adjusted Income Benefit                                                                        $40,925     $42,562
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

*For purposes of illustrating the withdrawal adjustment calculation, the example
 assumes the same hypothetical Contract Values and Maximum Anniversary Value for
 all Contracts, net of applicable fees and charges. Actual income benefit
 amounts will differ due to the different fees and charges under each Contract
 and the Credit Enhancement available under the Putnam Allstate Advisor Plus
 Contract. Please remember that you are looking at an example and that your
 investment performance may be greater or lower than the figures shown.

                                      B-1
<PAGE>
APPENDIX C
ACCUMULATION UNIT VALUES AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
VARIABLE SUB-ACCOUNT*
- -------------------------------------------------------------------

Accumulation Unit Values for the PUTNAM ALLSTATE ADVISOR CONTRACTS for the
period April 30, 1999 (date Contracts first offered) through December 31, 1999
are set out below:

<TABLE>
<CAPTION>
                                                                               With the Enhanced Beneficiary
                        SUB-ACCOUNTS                          Basic Policy**       Protection Option***
<S>                                                           <C>              <C>
- ------------------------------------------------------------------------------------------------------------
Asia Pacific Growth
Accumulation Unit Value, Beginning of Period                      10.00000                10.00000
Accumulation Unit Value, End of Period                           17.436886               17.419179
Number of Units Outstanding, End of Period                         241,341                  32,678
- ------------------------------------------------------------------------------------------------------------
Diversified Income
Accumulation Unit Value, Beginning of Period                      10.00000                10.00000
Accumulation Unit Value, End of Period                            9.866141                9.856084
Number of Units Outstanding, End of Period                       1,112,113                 408,577
- ------------------------------------------------------------------------------------------------------------
The George Putnam Fund of Boston
Accumulation Unit Value, Beginning of Period                      10.00000                10.00000
Accumulation Unit Value, End of Period                            9.299008                9.289512
Number of Units Outstanding, End of Period                       2,629,405                 487,965
- ------------------------------------------------------------------------------------------------------------
Global Asset Allocation
Accumulation Unit Value, Beginning of Period                      10.00000                10.00000
Accumulation Unit Value, End of Period                            10.69758               10.686682
Number of Units Outstanding, End of Period                         216,789                  44,565
- ------------------------------------------------------------------------------------------------------------
Global Growth
Accumulation Unit Value, Beginning of Period                      10.00000                10.00000
Accumulation Unit Value, End of Period                           15.664991               15.649055
Number of Units Outstanding, End of Period                         809,571                 274,617
- ------------------------------------------------------------------------------------------------------------
Growth and Income
Accumulation Unit Value, Beginning of Period                      10.00000                10.00000
Accumulation Unit Value, End of Period                            9.171812                9.162457
Number of Units Outstanding, End of Period                      10,446,547               3,225,308
- ------------------------------------------------------------------------------------------------------------
Health Sciences
Accumulation Unit Value, Beginning of Period                      10.00000                10.00000
Accumulation Unit Value, End of Period                           10.596764                10.58596
Number of Units Outstanding, End of Period                       1,037,948                 293,891
- ------------------------------------------------------------------------------------------------------------
High Yield
Accumulation Unit Value, Beginning of Period                      10.00000                10.00000
Accumulation Unit Value, End of Period                            9.933858                9.923723
Number of Units Outstanding, End of Period                         688,505                 223,608
- ------------------------------------------------------------------------------------------------------------
Income
Accumulation Unit Value, Beginning of Period                      10.00000                10.00000
Accumulation Unit Value, End of Period                            9.714014                  9.7041
Number of Units Outstanding, End of Period                         994,313                 271,083
- ------------------------------------------------------------------------------------------------------------
International Growth
Accumulation Unit Value, Beginning of Period                      10.00000                10.00000
Accumulation Unit Value, End of Period                           14.427139               14.412463
Number of Units Outstanding, End of Period                       1,416,491                 429,465
- ------------------------------------------------------------------------------------------------------------
International Growth and Income
Accumulation Unit Value, Beginning of Period                      10.00000                10.00000
Accumulation Unit Value, End of Period                           10.968143               10.956967
Number of Units Outstanding, End of Period                         515,493                 136,651
- ------------------------------------------------------------------------------------------------------------
International New Opportunities
Accumulation Unit Value, Beginning of Period                      10.00000                10.00000
Accumulation Unit Value, End of Period                           18.134432                18.11602
Number of Units Outstanding, End of Period                         389,045                 133,941
- ------------------------------------------------------------------------------------------------------------
</TABLE>

                                      C-1
<PAGE>

<TABLE>
<CAPTION>
                                                                               With the Enhanced Beneficiary
                        SUB-ACCOUNTS                          Basic Policy**       Protection Option***
<S>                                                           <C>              <C>
- ------------------------------------------------------------------------------------------------------------
Investors
Accumulation Unit Value, Beginning of Period                      10.00000                10.00000
Accumulation Unit Value, End of Period                           12.167781               12.155375
Number of Units Outstanding, End of Period                       5,517,617               1,309,524
- ------------------------------------------------------------------------------------------------------------
Money Market
Accumulation Unit Value, Beginning of Period                      10.00000                10.00000
Accumulation Unit Value, End of Period                           10.231419               10.220995
Number of Units Outstanding, End of Period                       1,261,646                 386,731
- ------------------------------------------------------------------------------------------------------------
New Opportunities
Accumulation Unit Value, Beginning of Period                      10.00000                10.00000
Accumulation Unit Value, End of Period                           15.692325               15.676352
Number of Units Outstanding, End of Period                       2,351,890                 730,176
- ------------------------------------------------------------------------------------------------------------
New Value
Accumulation Unit Value, Beginning of Period                      10.00000                10.00000
Accumulation Unit Value, End of Period                            8.795115                8.786127
Number of Units Outstanding, End of Period                         626,817                 137,044
- ------------------------------------------------------------------------------------------------------------
OTC & Emerging Growth
Accumulation Unit Value, Beginning of Period                      10.00000                10.00000
Accumulation Unit Value, End of Period                           19.837583               19.817403
Number of Units Outstanding, End of Period                         697,007                 181,669
- ------------------------------------------------------------------------------------------------------------
Research
Accumulation Unit Value, Beginning of Period                      10.00000                10.00000
Accumulation Unit Value, End of Period                           11.597614               11.585792
Number of Units Outstanding, End of Period                       1,575,893                 369,070
- ------------------------------------------------------------------------------------------------------------
Small Cap Value
Accumulation Unit Value, Beginning of Period                      10.00000                10.00000
Accumulation Unit Value, End of Period                           10.301654               10.291145
Number of Units Outstanding, End of Period                         451,498                 140,296
- ------------------------------------------------------------------------------------------------------------
Utilities Growth and Income
Accumulation Unit Value, Beginning of Period                      10.00000                10.00000
Accumulation Unit Value, End of Period                            9.986611                9.976417
Number of Units Outstanding, End of Period                         585,124                 153,652
- ------------------------------------------------------------------------------------------------------------
Vista
Accumulation Unit Value, Beginning of Period                      10.00000                10.00000
Accumulation Unit Value, End of Period                            14.08793               14.073581
Number of Units Outstanding, End of Period                         824,655                 202,009
- ------------------------------------------------------------------------------------------------------------
Voyager
Accumulation Unit Value, Beginning of Period                      10.00000                10.00000
Accumulation Unit Value, End of Period                           14.325845               14.311263
Number of Units Outstanding, End of Period                       6,006,888               1,752,111
- ------------------------------------------------------------------------------------------------------------
</TABLE>

*  No Accumulation Unit Values are shown for the Putnam VT American Government
   Income and Growth Opportunities Sub-Accounts, because they were offered as of
   February 4, 2000.
** The Accumulation Unit Values in this column reflect a mortality and expense
   risk charge of 1.25%.
***The Accumulation Unit Values in this column reflect a mortality and expense
   risk charge of 1.40%.

                                      C-2
<PAGE>
APPENDIX D
PUTNAM ALLSTATE ADVISOR CONTRACT COMPARISON CHART
- -------------------------------------------------------------------

<TABLE>
<CAPTION>

<S>                                       <C>                           <C>                           <C>
FEATURE                                   ADVISOR                       ADVISOR PLUS                  ADVISOR PREFERRED
Maximum Age of Contract Owner and         90                            80                            80
Annuitant on the Issue Date

Minimum Initial Purchase Payment          $1,000                        $10,000                       $10,000

Fixed Account Options                     - Standard Fixed Account      - Standard Fixed Account      - Standard Fixed Account
                                          Option                        Option                        Option
                                          - 6 Month Dollar Cost
                                          Averaging Option
                                          - 12 Month Dollar Cost
                                          Averaging Option

Credit Enhancement                        None                          4% applied to all purchase    None
                                                                        payments

Contract Maintenance Charge               $30 per year, full amount     None                          None
                                          on surrender (waived in
                                          certain cases)

Mortality and Expense Risk Charge         1.25%                         1.60%                         1.65%
(without optional benefit)

Free Withdrawal Amount                    greater of earnings not       15% of purchase payments      None
(each Contract Year)                      previously withdrawn, or
                                          15% of purchase payments

Withdrawal Charge (measured from number   Year: 0 1 2 3 4 5 6 7+        Year: 0 1 2 3 4 5 6 7 8+      Year: 0 1 2+
of complete years since we received the   %: 7 7 6 5 4 3 2 0            %: 8 8 8 7 6 5 4 3 0          %: 2 1 0
purchase payment)(as a percentage of
purchase payments withdrawn in excess of
the Free Withdrawal Amount)

Withdrawal Charge Waivers                 Yes                           Yes                           No
</TABLE>

78451

                                      D-1

<PAGE>

                      THE PUTNAM ALLSTATE ADVISOR CONTRACTS

Allstate Life Insurance Company             Statement of Additional Information
3100 Sanders Road                                          dated April 28, 2000
Northbrook, Illinois 60062
1-800-390-1277

This  Statement of Additional  Information  supplements  the  information in the
prospectus for the following Contracts:

o Putnam Allstate Advisor
o Putnam Allstate Advisor Apex (formerly known as Putnam Allstate Advisor - A)
o Putnam Allstate Advisor Plus
o Putnam Allstate Advisor Preferred


Not  all  Contracts  may be  available  in all  states  or  through  your  sales
representative.  Please check with your sales representative  for details.  This
Statement of Additional Information does not constitute an offer of any Contract
in such cases.

This Statement of Additional Information is not a prospectus. You should read it
with the  prospectus  dated April 28, 2000 for each  Contract.  You may obtain a
prospectus  by calling or writing us at the address or telephone  number  listed
above.

For convenience,  we use the terms "Contract" and "Contracts" to refer generally
to all four Contracts, except as specifically noted. In addition, this Statement
of Additional Information uses the same defined terms as the prospectus for each
Contract that we offer, except as specifically noted.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

<S>                                                                                              <C>

Description                                                                                     Page
Additions, Deletions or Substitutions of Investments
The Contracts
Performance Information
Calculation of Accumulation Unit Values
Calculation of Variable Income Payments
General Matters
Federal Tax Matters
Qualified Plans
Experts
Financial Statements
Appendix A                                                                                       A-1
Appendix B                                                                                       B-1
Appendix C                                                                                       C-1
Appendix D                                                                                       D-1
</TABLE>

<PAGE>

ADDITIONS, DELETIONS OR SUBSTITUTIONS OF INVESTMENTS
- --------------------------------------------------------------------------------


We may  add,  delete,  or  substitute  the  Fund  shares  held  by any  Variable
Sub-Account to the extent the law permits.  We may substitute shares of any Fund
with those of another Fund of the same or different mutual fund if the shares of
the Fund are no longer available for investment,  or if we believe investment in
any Fund would  become  inappropriate  in view of the  purposes of the  Variable
Account.

We will not substitute  shares  attributable to a Contract Owner's interest in a
Variable  Sub-Account  until we have notified the Contract  Owner of the change,
and until the SEC has approved the change,  to the extent such  notification and
approval are required by law. Nothing  contained in this Statement of Additional
Information  shall prevent the Variable Account from purchasing other securities
for other series or classes of contracts, or from effecting a conversion between
series or classes of contracts on the basis of requests made by Contract Owners.

We also may establish  additional  Variable  Sub-Accounts  or series of Variable
Sub-Accounts.  Each additional  Variable  Sub-Account would purchase shares in a
new Fund of the same or different  mutual fund.  We may  establish  new Variable
Sub-Accounts when we believe marketing needs or investment  conditions  warrant.
We determine the basis on which we will offer any new Variable  Sub-Accounts  in
conjunction with the Contract to existing  Contract Owners. We may eliminate one
or more Variable  Sub-Accounts  if, in our sole  discretion,  marketing,  tax or
investment conditions so warrant.

We may, by appropriate endorsement,  change the Contract as we believe necessary
or appropriate to reflect any substitution or change in the Funds. If we believe
the best interests of persons having voting rights under the Contracts  would be
served,  we may operate the Variable  Account as a management  company under the
Investment  Company Act of 1940 or we may withdraw its  registration  under such
Act if such registration is no longer required.

<PAGE>

THE CONTRACTS
- --------------------------------------------------------------------------------

The Contracts are primarily  designed to aid individuals in long-term  financial
planning.  You can use them for  retirement  planning  regardless of whether the
retirement plan qualifies for special federal income tax treatment.

PURCHASE OF CONTRACTS

We offer the Contracts to the public  through banks as well as brokers  licensed
under the federal securities laws and state insurance laws. ALFS, Inc. (formerly
known as Allstate  Life  Financial  Services,  Inc.)  ("ALFS"),  an affiliate of
Allstate,  will serve as the principal  underwriter for the Variable Account and
distribute the Contracts  until May 1, 2000.  Commission  income of ALFS for the
last fiscal year is $61,588,893.  Beginning May 1, 2000, Allstate  Distributors,
L.L.C. ("Allstate Distributors"),  a broker-dealer jointly owned by Allstate and
Putnam  Investments,  will serve as the principal  underwriter  for the Variable
Account  and  distribute  the  Contracts.  The  offering  of  the  Contracts  is
continuous.  We do not anticipate  discontinuing  the offering of the Contracts,
but we reserve the right to do so at any time.

TAX-FREE EXCHANGES (1035 EXCHANGES, ROLLOVERS AND TRANSFERS)

We accept purchase payments that are the proceeds of a Contract in a transaction
qualifying for a tax-free  exchange  under Section 1035 of the Internal  Revenue
Code ("Code"). Except as required by federal law in calculating the basis of the
Contract,  we do not  differentiate  between Section 1035 purchase  payments and
non-Section 1035 purchase payments.

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

<PAGE>

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------


From time to time we may advertise the "standardized,"  "non-standardized,"  and
"adjusted historical" total returns of the Variable  Sub-Accounts,  as described
below.  Please remember that past performance is not an estimate or guarantee of
future  performance and does not necessarily  represent the actual experience of
amounts  invested  by a  particular  Contract  Owner.  Also please note that the
performance figures shown do not reflect any applicable taxes.

STANDARDIZED TOTAL RETURNS

A Variable Sub-Account's standardized total return represents the average annual
total  return  of  that  Sub-Account  over  a  particular   period.  We  compute
standardized  total  return by finding  the annual  percentage  rate that,  when
compounded  annually,  will accumulate a hypothetical $1,000 purchase payment to
the  redeemable  value at the end of the one, five or ten year period,  or for a
period from the date of commencement of the Variable  Sub-Account's  operations,
if shorter than any of the foregoing. We use the following formula prescribed by
the SEC for computing standardized total return:

                    1000(1 + T)n  = ERV

where:

T        =        average annual total return

ERV      =        ending  redeemable  value of a  hypothetical  $1,000 payment
                  (plus $40 credit  thereon  for Putnam  Allstate  Advisor  Plus
                  Contracts  only)  made  at the  beginning  of 1, 5, or 10 year
                  periods or shorter period

n        =        number of years in the period

1000     =        hypothetical  $1,000  investment  (plus $40 credit  thereon
                  for  Putnam  Allstate  Advisor  Plus Contracts only)

When factoring in the withdrawal charge assessed upon redemption, we exclude the
Free Withdrawal  Amount,  which is the amount you can withdraw from the Contract
without  paying  a  withdrawal  charge.  (The  Free  Withdrawal  Amount  is  not
applicable  with the Putnam Allstate  Advisor Apex and Putnam  Allstate  Advisor
Preferred  Contracts.) We also use the  withdrawal  charge that would apply upon
redemption at the end of each period.  Thus, for example,  when factoring in the
withdrawal charge for a one year standardized total return calculation, we would
use the  withdrawal  charge that applies to a withdrawal  of a purchase  payment
made one year prior. For Putnam Allstate Advisor Apex Contracts,  we also assume
that the  maximum  sales  charge of 5.75% is deducted  from the  initial  $1,000
payment.

When factoring the contract  maintenance  charge (only  applicable to the Putnam
Allstate Advisor Contract),  we pro rate the charge by dividing (a) the contract
maintenance charge by (b) an assumed contract size of $45,000.  We then multiply
the resulting percentage by a hypothetical $1,000 investment.

When factoring the charge for the optional  Retirement Income Guarantee Rider 2,
we assume that Income Base B applies and that there are no  additional  purchase
payments or withdrawals.

The standardized  total returns for the Variable  Sub-Accounts,  for the periods
ended December 31, 1999, are set out in Appendices A through D to this Statement
of Additional  Information.  The Putnam Allstate  Advisor Apex,  Putnam Allstate
Advisor Plus, and Putnam Allstate Advisor Preferred Contracts were first offered
to the public on October 25, 1999,  February 4, 2000, and as of the date of this
Statement of  Additional  Information,  respectively.  Accordingly,  performance
shown for periods prior to those dates reflects the  performance of the Variable
Sub-Accounts,  adjusted to reflect the current  charges under the Contracts that
would have applied had they been in existence at the time.

NON-STANDARDIZED TOTAL RETURNS

From time to time, we also may quote rates of return that reflect changes in the
values of each Variable  Sub-Account's  accumulation  units.  We may quote these
"non-standardized total returns" on an annualized, cumulative,  year-by-year, or
other basis. These rates of return take into account asset-based  charges,  such
as the mortality  and expense risk charge and  administration  charge.  However,
these  rates  of  return  do not  reflect  withdrawal  charges  or the  contract
maintenance charge under the Putnam Allstate Advisor Contracts. Such charges, if
reflected,  would reduce the performance shown.  Non-standardized  total returns
also do not take into account the amount of any  applicable  Credit  Enhancement
under the Putnam Allstate Advisor Plus Contracts.  When factoring the charge for
the optional  Retirement  Income Guarantee Rider 2, we assume that Income Base B
applies and that there are no additional purchase payments or withdrawals.

Annualized  returns reflect the rate of return that,  when compounded  annually,
would  equal the  cumulative  rate of return  for the period  shown.  We compute
annualized returns according to the following formula:

        Annualized Return = (1 + r)1/n -1

        Where:
                    r = cumulative rate of return for the period shown,

            and:
                   n = number of years in the period.

The  method of  computing  annualized  rates of return  is  similar  to that for
computing  standardized  performance,  described above,  except that rather than
using a hypothetical  $1,000 investment and the ending redeemable value thereof,
we use the changes in value of an accumulation unit.

Cumulative  rates  of  return  reflect  the  cumulative  change  in  value of an
accumulation  unit over the period shown.  Year-by-year  rates of return reflect
the  change in value of an  accumulation  unit  during  the  course of each year
shown. We compute these returns by dividing the  accumulation  unit value at the
end of each period  shown,  by the  accumulation  unit value at the beginning of
that period,  and  subtracting  one. We compute other total returns on a similar
basis.

We may quote  non-standardized total returns for 1, 3, 5 and 10 year periods, or
period  since  inception of the Variable  Sub-Account's  operations,  as well as
other periods, such as "year-to-date" (prior calendar year end to the day stated
in the advertisement); "year to most recent quarter" (prior calendar year end to
the end of the most recent  quarter);  the prior calendar year; and the "n" most
recent calendar years.

The  non-standardized  total  returns  for the  Variable  Sub-Accounts,  for the
periods ended  December 31, 1999,  are set out in Appendices A through D to this
Statement of Additional  Information.  The Putnam Allstate Advisor Apex,  Putnam
Allstate  Advisor Plus, and Putnam  Allstate  Advisor  Preferred  Contracts were
first offered to the public on October 25, 1999, February 4, 2000, and as of the
date of this  Statement of Additional  Information,  respectively.  Accordingly,
performance  shown for periods prior to those dates reflects the  performance of
the Variable  Sub-Accounts,  adjusted to reflect the current  charges  under the
Contracts that would have applied had they been in existence at the time.

ADJUSTED HISTORICAL TOTAL RETURNS

We may  advertise  the  total  return  for  periods  prior to the date  that the
Variable  Sub-Accounts   commenced  operations.   We  calculate  such  "adjusted
historical  total  returns"  using  the  same  method  that  we use  to  compute
standardized   total  returns,   except  that  instead  of  using  the  Variable
Sub-Account  inception dates, we use the inception dates of the underlying Funds
and adjust such  performance  to reflect the current level of charges that apply
to the Variable Sub-Accounts under each Contract.

The adjusted  historical  total returns for the Variable  Sub-Accounts,  for the
periods ended  December 31, 1999,  for each Contract are set out in Appendices A
through D to this Statement of Additional Information.

<PAGE>

CALCULATION OF ACCUMULATION UNIT VALUES
- -------------------------------------------------------------------------------


The value of Accumulation  Units will change each Valuation  Period according to
the  investment  performance  of the  Fund  shares  purchased  by each  Variable
Sub-Account  and the  deduction of certain  expenses  and charges.  A "Valuation
Period" is the period from the end of one  Valuation  Date and  continues to the
end of the next  Valuation  Date. A Valuation  Date ends at the close of regular
trading on the New York Stock Exchange (currently 3:00 p.m. Central Time).

The Accumulation  Unit Value of a Variable  Sub-Account for any Valuation Period
equals the  Accumulation  Unit Value as of the immediately  preceding  Valuation
Period,  multiplied  by the Net  Investment  Factor  (described  below) for that
Sub-Account for the current Valuation Period.

NET INVESTMENT FACTOR

The Net Investment  Factor for a Valuation  Period is a number  representing the
change,  since the last Valuation Period,  in the value of Variable  Sub-Account
assets per Accumulation  Unit due to investment  income,  realized or unrealized
capital  gain or loss,  deductions  for taxes,  if any, and  deductions  for the
mortality  and  expense  risk  charge  and  administrative  expense  charge.  We
determine  the Net  Investment  Factor  for each  Variable  Sub-Account  for any
Valuation  Period by dividing  (A) by (B) and  subtracting  (C) from the result,
where:

(A) is the sum of:

     (1) the net  asset  value  per share of the Fund  underlying  the  Variable
     Sub-Account determined at the end of the current Valuation Period; plus,

     (2) the per share amount of any dividend or capital gain distributions made
     by the Fund underlying the Variable Sub-Account during the current
     Valuation Period;

(B) is the net  asset  value  per  share of the  Fund  underlying  the  Variable
Sub-Account  determined  as of the end of the  immediately  preceding  Valuation
Period; and

(C) is the mortality and expense risk charge corresponding to the portion of the
current calendar year that is in the current Valuation Period.

<PAGE>

CALCULATION OF VARIABLE INCOME PAYMENTS
- --------------------------------------------------------------------------------


We calculate  the amount of the first  variable  income  payment under an Income
Plan by applying the Contract Value allocated to each Variable  Sub-Account less
any  applicable  premium tax charge  deducted at the time, to the income payment
tables in the  Contract.  We divide  the  amount of the first  variable  annuity
income payment by the Variable  Sub-Account's then current Annuity Unit value to
determine the number of annuity units ("Annuity  Units") upon which later income
payments will be based. To determine  income payments after the first, we simply
multiply the number of Annuity Units determined in this manner for each Variable
Sub-Account  by the then current  Annuity Unit value  ("Annuity Unit Value") for
that Variable Sub-Account.

CALCULATION OF ANNUITY UNIT VALUES

Annuity Units in each Variable  Sub-Account  are valued  separately  and Annuity
Unit Values will depend upon the investment experience of the particular Fund in
which the Variable  Sub-Account invests. We calculate the Annuity Unit Value for
each Variable Sub-Account at the end of any Valuation Period by:

o    multiplying the Annuity Unit Value at the end of the immediately  preceding
     Valuation  Period  by the  Variable  Sub-Account's  Net  Investment  Factor
     (described in the preceding section) for the Period; and then

o    dividing the product by the sum of 1.0 plus the assumed investment rate for
     the Valuation Period.

The assumed  investment rate adjusts for the interest rate assumed in the income
payment tables used to determine the dollar amount of the first variable  income
payment, and is at an effective annual rate which is disclosed in the Contract.

We  determine  the amount of the first  variable  income  payment  paid under an
Income  Plan  using the income  payment  tables  set out in the  Contracts.  The
Contracts  include  tables  that  differentiate  on the basis of sex,  except in
states or tax qualified plans that require the use of unisex tables.

<PAGE>

GENERAL MATTERS
- --------------------------------------------------------------------------------



INCONTESTABILITY

We will not contest the Contract after we issue it.

SETTLEMENTS

The Contract must be returned to us prior to any settlement. We must receive due
proof  of the  Contract  Owner(s)  death  (or  Annuitant's  death  if there is a
non-natural Contract Owner) before we will settle a death claim.

SAFEKEEPING OF THE VARIABLE ACCOUNT'S ASSETS

We hold  title  to the  assets  of the  Variable  Account.  We keep  the  assets
physically  segregated and separate and apart from our general corporate assets.
We maintain  records of all purchases and redemptions of the Fund shares held by
each of the Variable Sub-Accounts.

The Funds do not  issue  stock  certificates.  Therefore,  we hold the  Variable
Account's assets in open account in lieu of stock  certificates.  See the Funds'
prospectuses for a more complete description of the custodian of the Funds.

PREMIUM TAXES

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

TAX RESERVES

We do not establish capital gains tax reserves for any Variable  Sub-Account nor
do we deduct  charges for tax reserves  because we believe  that  capital  gains
attributable to the Variable  Account will not be taxable.  However,  we reserve
the right to deduct  charges to establish  tax reserves for  potential  taxes on
realized or unrealized capital gains.

<PAGE>

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


THE FOLLOWING  DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE.  WE MAKE
NO  GUARANTEE  REGARDING  THE  TAX  TREATMENT  OF ANY  CONTRACT  OR  TRANSACTION
INVOLVING A CONTRACT.

Federal,  state,  local and other tax  consequences  of  ownership or receipt of
distributions  under an annuity contract depend on the individual  circumstances
of each person.  If you are concerned about any tax consequences  with regard to
your individual circumstances, you should consult a competent tax adviser.

TAXATION OF ALLSTATE LIFE INSURANCE COMPANY

Allstate is taxed as a life  insurance  company  under Part I of Subchapter L of
the Internal  Revenue Code. Since the Variable Account is not an entity separate
from Allstate,  and its operations form a part of Allstate, it will not be taxed
separately as a "Regulated  Investment  Company" under Subchapter M of the Code.
Investment  income  and  realized  capital  gains of the  Variable  Account  are
automatically  applied to increase  reserves under the Contract.  Under existing
federal income tax law, Allstate  believes that the Variable Account  investment
income and  capital  gains will not be taxed to the extent  that such income and
gains are applied to increase  the  reserves  under the  Contract.  Accordingly,
Allstate does not anticipate that it will incur any federal income tax liability
attributable to the Variable Account,  and therefore Allstate does not intend to
make provisions for any such taxes. If Allstate is taxed on investment income or
capital gains of the Variable Account, then Allstate may impose a charge against
the Variable Account in order to make provision for such taxes.

EXCEPTIONS TO THE NON-NATURAL OWNER RULE

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

IRS REQUIRED DISTRIBUTION AT DEATH RULES

In order to be considered an annuity  contract for federal  income tax purposes,
the Contract must provide: (1) if any Contract Owner dies on or after the Payout
Start Date but before the entire interest in the Contract has been  distributed,
the remaining  portion of such interest must be  distributed at least as rapidly
as under the method of  distribution  being  used as of the date of the  Owner's
death; (2) if any Contract Owner dies prior to the Payout Start Date, the entire
interest in the Contract  will be  distributed  within 5 years after the date of
the  Owner's  death.  These  requirements  are  satisfied  if any portion of the
Contract  Owner's  interest  that  is  payable  to (or  for  the  benefit  of) a
designated Beneficiary is distributed over the life of such Beneficiary (or over
a period not extending  beyond the life expectancy of the  Beneficiary)  and the
distributions  begin within 1 year of the Owner's death. If the Contract Owner's
designated Beneficiary is the surviving spouse of the Owner, the Contract may be
continued with the surviving  spouse as the new Contract  Owner. If the Contract
Owner  is a  non-natural  person,  then the  Annuitant  will be  treated  as the
Contract  Owner for purposes of applying  the  distribution  at death rules.  In
addition,  a change in the Annuitant on a Contract owned by a non-natural person
will be treated as the death of the Contract Owner.

<PAGE>

QUALIFIED PLANS
- -------------------------------------------------------------------------------


The  Contract  may be used  with  several  types of  qualified  plans.  Allstate
reserves the right to limit the availability of the Contract for use with any of
the Qualified  Plans listed below.  The tax rules  applicable to participants in
such  qualified  plans  vary  according  to the type of plan and the  terms  and
conditions of the plan itself.  Adverse tax  consequences may result from excess
contributions,  premature  distributions,  distributions  that do not conform to
specified  commencement and minimum distribution rules, excess distributions and
in other  circumstances.  Contract  Owners and  participants  under the plan and
Annuitants and Beneficiaries  under the Contract may be subject to the terms and
conditions of the plan regardless of the terms of the Contract.

INDIVIDUAL RETIREMENT ANNUITIES

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

ROTH INDIVIDUAL RETIREMENT ANNUITIES

Section  408A of the Code permits  eligible  individuals  to make  nondeductible
contributions  to an individual  retirement  program known as a Roth  Individual
Retirement  Annuity.   Roth  Individual  Retirement  Annuities  are  subject  to
limitations  on the  amount  that  can be  contributed  and  on  the  time  when
distributions  may  commence.  "Qualified  distributions"  from Roth  Individual
Retirement   Annuities  are  not   includible   in  gross   income.   "Qualified
distributions" are any distributions made more than five taxable years after the
taxable  year  of the  first  contribution  to the  Roth  Individual  Retirement
Annuity,  and which are made on or after the date the individual  attains age 59
1/2, made to a beneficiary  after the owner's death,  attributable  to the owner
being disabled or for a first time home purchase  (first time home purchases are
subject  to a  lifetime  limit of  $10,000).  "Nonqualified  distributions"  are
treated as made from  contributions  first and are includible in gross income to
the  extent  such  distributions  exceed  the  contributions  made  to the  Roth
Individual   Retirement   Annuity.   The  taxable  portion  of  a  "nonqualified
distribution" may be subject to the 10% penalty tax on premature  distributions.
Subject to certain limitations,  a traditional  Individual Retirement Account or
Annuity  may be  converted  or  "rolled  over" to a Roth  Individual  Retirement
Annuity.  The  taxable  portion of a  conversion  or  rollover  distribution  is
includible  in  gross  income,  but is  exempted  from  the 10%  penalty  tax on
premature distributions. SIMPLIFIED EMPLOYEE PENSION PLANS

Section  408(k) of the Code allows  employers to establish  simplified  employee
pension plans for their  employees  using the employees'  individual  retirement
annuities  if certain  criteria  are met.  Under these plans the  employer  may,
within  specified  limits,  make  deductible  contributions  on  behalf  of  the
employees to their individual retirement  annuities.  Employers intending to use
the Contract in connection with such plans should seek competent advice.

SAVINGS INCENTIVE MATCH PLANS FOR EMPLOYEES (SIMPLE PLANS)

Sections  408(p)  and  401(k)  of the  Code  allow  employers  with 100 or fewer
employees to establish SIMPLE retirement plans for their employees. SIMPLE plans
may be structured as a SIMPLE retirement account using an employee's IRA to hold
the assets or as a Section  401(k)  qualified cash or deferred  arrangement.  In
general,  a SIMPLE plan  consists  of a salary  deferral  program  for  eligible
employees and matching or nonelective contributions made by employers. Employers
intending  to use the  Contract in  conjunction  with SIMPLE  plans  should seek
competent tax and legal advice.

TAX SHELTERED ANNUITIES

Section  403(b) of the Code permits  public  school  employees  and employees of
certain types of tax-exempt organizations (specified in Section 501(c)(3) of the
Code) to have their employers  purchase annuity  contracts for them, and subject
to certain  limitations,  to exclude the purchase  payments from the  employees'
gross income.  An annuity  contract used for a Section  403(b) plan must provide
that  distributions  attributable to salary reduction  contributions  made after
12/31/88, and all earnings on salary reduction  contributions,  may be made only
on or after the date the employee  attains age 59 1/2,  separates  from service,
dies,  becomes  disabled  or on the  account  of  hardship  (earnings  on salary
reduction contributions may not be distributed for hardship).  These limitations
do not apply to  withdrawals  where Allstate is directed to transfer some or all
of the Contract Value to another 403(b) plan.

CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS

Sections 401(a) and 403(a) of the Code permit  corporate  employers to establish
various types of tax favored  retirement plans for employees.  The Self-Employed
Individuals  Retirement Act of 1962, as amended,  (commonly referred to as "H.R.
10" or "Keogh")  permits  self-employed  individuals  to  establish  tax favored
retirement plans for themselves and their  employees.  Such retirement plans may
permit the purchase of annuity  contracts in order to provide benefits under the
plans.

STATE AND LOCAL GOVERNMENT AND TAX-EXEMPT ORGANIZATION
DEFERRED COMPENSATION PLANS

Section 457 of the Code  permits  employees of state and local  governments  and
tax-exempt organizations to defer a portion of their compensation without paying
current  taxes.  The  employees  must be  participants  in an eligible  deferred
compensation  plan. To the extent the  Contracts are used in connection  with an
eligible plan,  employees are considered  general  creditors of the employer and
the  employer as owner of the Contract has the sole right to the proceeds of the
Contract.  Generally,  under the non-natural owner rules, such Contracts are not
treated as annuity contracts for federal income tax purposes. Under these plans,
contributions  made for the benefit of the  employees  will not be includible in
the employees' gross income until  distributed from the plan.  However,  under a
Section 457 plan all the compensation deferred under the plan must remain solely
the  property  of the  employer,  subject  only to the claims of the  employer's
general  creditors,  until  such time as made  available  to the  employee  or a
beneficiary.

<PAGE>
EXPERTS

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


The  consolidated  financial  statements of Allstate as of December 31, 1999 and
1998 and for each of the three years in the period  ended  December 31, 1999 and
related  financial   statement  schedules  that  appear  in  this  Statement  of
Additional  Information have been audited by Deloitte & Touche LLP,  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 financial statements of the Variable Account as of December 31, 1999 and for
each of the periods in the two years then ended that appear in this Statement of
Additional  Information have been audited by Deloitte & Touche LLP,  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.

<PAGE>

FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
The financial statements of the Variable Account, the financial statements of
Allstate and the related  financial statement schedules and the accompanying
Independent Auditors' Reports appear in the pages that  follow.  The
financial  statements  and  schedules  of Allstate included  herein  should
be  considered  only as  bearing  upon the  ability  of Allstate to meet its
obligations under the Contacts.

<PAGE>


INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS AND SHAREHOLDER OF
ALLSTATE LIFE INSURANCE COMPANY:

We have audited the accompanying Consolidated Statements of Financial Position
of Allstate Life Insurance Company and subsidiaries (the "Company", an affiliate
of The Allstate Corporation) as of December 31, 1999 and 1998, and the related
Consolidated Statements of Operations, Comprehensive Income, Shareholder's
Equity and Cash Flows for each of the three years in the period ended
December 31, 1999. Our audits also included Schedule I - Summary of Investments
other than Investments in Related Parties, Schedule III - Supplementary
Insurance Information, Schedule IV - Reinsurance, and Schedule V - Valuation
Allowance and Qualifying Accounts. These financial statements and financial
statement schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
financial statement schedules based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Allstate Life Insurance Company and
subsidiaries as of December 31, 1999 and 1998, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1999 in conformity with generally accepted accounting principles.
Also, in our opinion, Schedule I - Summary of Investments other than Investments
in Related Parties, Schedule III - Supplementary Insurance Information, Schedule
IV - Reinsurance, and Schedule V - Valuation Allowance and Qualifying Accounts,
when considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information set forth therein.







/s/ Deloitte & Touche LLP

Chicago, Illinois
February 25, 2000
<PAGE>
ALLSTATE LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------

($ in millions)

<TABLE>
<CAPTION>
                                                                                YEAR ENDED DECEMBER 31,
                                                                       -----------------------------------------
                                                                        1999             1998             1997
                                                                        ----             ----             ----
<S>                                                                    <C>              <C>              <C>
REVENUES
Life and annuity premiums (net of reinsurance ceded of $241,
 $178 and $194)                                                        $  838           $  889           $   955
Life and annuity contract charges                                         723              630               547
Property-liability insurance premiums (net of reinsurance
 ceded of $3, $1 and $3)                                                  289              268               275
Net investment income                                                   2,265            2,139             2,118
Realized capital gains and losses                                         195              332               192
                                                                       ------           ------           -------
                                                                        4,310            4,258             4,087
                                                                       ------           ------           -------

COSTS AND EXPENSES
Life and annuity contract benefits (net of reinsurance
 recoveries of $161, $52 and $75)                                       1,251            1,225             1,239
Interest credited to contractholders' funds                             1,260            1,190             1,167
Property-liability insurance claims and claims expense (net
 of reinsurance recoveries of $36, $14 and $4)                            222              195               179
Amortization of deferred policy acquisition costs                         409              412               333
Operating costs and expenses                                              387              370               368
                                                                       ------           ------           -------
                                                                        3,529            3,392             3,286
                                                                       ------           ------           -------
INCOME FROM OPERATIONS BEFORE INCOME TAX EXPENSE                          781              866               801
Income tax expense                                                        270              310               284
                                                                       ------           ------           -------
NET INCOME                                                             $  511           $  556           $   517
                                                                       ======           ======           =======
</TABLE>

See notes to consolidated financial statements.

                                       2
<PAGE>
ALLSTATE LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
- --------------------------------------------------------------------------------

($ IN MILLIONS)

<TABLE>
<CAPTION>
                                                                             YEAR ENDED DECEMBER 31,
                                                                       -----------------------------------
                                                                       1999            1998           1997
                                                                       ----            ----           ----
<S>                                                                    <C>             <C>            <C>
NET INCOME                                                             $ 511           $556           $517
OTHER COMPREHENSIVE (LOSS) INCOME, AFTER-TAX
Changes in:
    Unrealized net capital gains and losses                             (644)            73            250
    Unrealized foreign currency translation adjustments                    7              1             (8)
                                                                       -----           ----           ----
OTHER COMPREHENSIVE (LOSS) INCOME, AFTER-TAX                            (637)            74            242
                                                                       -----           ----           ----
Comprehensive (loss) income                                            $(126)          $630           $759
                                                                       =====           ====           ====
</TABLE>

See notes to consolidated financial statements.

                                       3
<PAGE>
ALLSTATE LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
- --------------------------------------------------------------------------------

($ IN MILLIONS EXCEPT PAR VALUE)

<TABLE>
<CAPTION>
                                                                DECEMBER 31,
                                                       ------------------------------
                                                           1999             1998
                                                       -------------    -------------
<S>                                                    <C>              <C>
ASSETS
Investments
  Fixed income securities, at fair value (amortized
    cost $27,354 and $24,630)                          $     27,523     $     26,858
  Mortgage loans                                              3,801            3,285
  Equity securities, at fair value (cost $503 and
    $446)                                                       743              748
  Short-term                                                    711              742
  Policy loans                                                  606              569
  Other                                                          25               26
                                                       ------------     ------------
      Total investments                                      33,409           32,228

Cash                                                             71              109
Deferred policy acquisition costs                             2,695            2,195
Reinsurance recoverables                                        495              254
Accrued investment income                                       394              360
Other assets                                                    252              296
Separate Accounts                                            13,857           10,098
                                                       ------------     ------------
      TOTAL ASSETS                                     $     51,173     $     45,540
                                                       ============     ============
LIABILITIES
Contractholder funds                                   $     23,995     $     21,133
Reserve for life-contingent contract benefits                 7,148            7,601
Reserve for property-liability insurance claims and
  claims expense                                                368              313
Unearned premiums                                               155              152
Payable to affiliates, net                                       51               59
Other liabilities and accrued expenses                          854              940
Deferred income taxes                                           171              452
Separate Accounts                                            13,857           10,098
                                                       ------------     ------------
      TOTAL LIABILITIES                                      46,599           40,748
                                                       ------------     ------------
COMMITMENTS AND CONTINGENT LIABILITIES(NOTE 10)
SHAREHOLDER'S EQUITY
Redeemable preferred stock - series A, $100 par
  value, 1,500,000 shares authorized, 663,650 and
  579,990 shares issued and outstanding                          66               58
Redeemable preferred stock - series B, $100 par
  value, 1,500,000 shares authorized, 1,170,000
  shares issued and outstanding                                 117              117
Common stock, $227 and $214 par value, 23,800 and
  22,700 shares authorized, issued and outstanding                5                5
Additional capital paid-in                                      617              617
Retained income                                               3,565            3,154
Accumulated other comprehensive income:
  Unrealized net capital gains                                  220              864
  Unrealized foreign currency translation
    adjustments                                                 (16)             (23)
                                                       ------------     ------------
      TOTAL ACCUMULATED OTHER COMPREHENSIVE INCOME              204              841
                                                       ------------     ------------
      TOTAL SHAREHOLDER'S EQUITY                              4,574            4,792
                                                       ------------     ------------
      TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY       $     51,173     $     45,540
                                                       ============     ============
</TABLE>

See notes to consolidated financial statements.

                                       4
<PAGE>
ALLSTATE LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
- --------------------------------------------------------------------------------

($ in millions)

<TABLE>
<CAPTION>
                                                                    DECEMBER 31,
                                                              ------------------------
                                                               1999     1998     1997
                                                              ------   ------   ------
<S>                                                           <C>      <C>      <C>
REDEEMABLE PREFERRED STOCK - SERIES A
  Balance, beginning of year                                  $   58   $   45   $   32
  Issuance of shares                                               8       13       13
                                                              ------   ------   ------
  Balance, end of year                                            66       58       45
                                                              ------   ------   ------
REDEEMABLE PREFERRED STOCK - SERIES B
  Balance, beginning of year                                  $  117   $  117   $  117
  Issuance of shares                                               -        -        -
                                                              ------   ------   ------
  Balance, end of year                                           117      117      117
                                                              ------   ------   ------
COMMON STOCK
  Balance, beginning of year                                  $    5   $    4   $    2
  Issuance of shares                                               -        -        1
  Adjustment to par value                                          -        1        1
                                                              ------   ------   ------
  Balance, end of year                                             5        5        4
                                                              ------   ------   ------
ADDITIONAL CAPITAL PAID-IN
  Balance, beginning of year                                  $  617   $  618   $  619
  Adjustment to par value                                          -       (1)      (1)
                                                              ------   ------   ------
  Balance, end of year                                           617      617      618
                                                              ------   ------   ------
RETAINED INCOME
  Balance, beginning of year                                  $3,154   $2,706   $2,322
  Net income                                                     511      556      517
  Dividends                                                     (100)    (108)    (133)
                                                              ------   ------   ------
  Balance, end of year                                         3,565    3,154    2,706
                                                              ------   ------   ------
ACCUMULATED OTHER COMPREHENSIVE INCOME
  Balance, beginning of year                                  $  841   $  767   $  525
  Change in unrealized net capital gains and losses             (644)      73      250
  Change in unrealized foreign currency translation
    adjustments                                                    7        1       (8)
                                                              ------   ------   ------
  Balance, end of year                                           204      841      767
                                                              ------   ------   ------
    Total shareholder's equity                                $4,574   $4,792   $4,257
                                                              ======   ======   ======
</TABLE>

See notes to consolidated financial statements.

                                       5
<PAGE>
ALLSTATE LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------

($ IN MILLIONS)

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31,
                                                              ----------------------------
                                                                1999      1998      1997
                                                              --------   -------   -------
<S>                                                           <C>        <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                  $    511   $   556   $   517
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Amortization and other non-cash items                         (145)     (118)     (105)
    Realized capital gains and losses                             (195)     (332)     (192)
    Interest credited to contractholder funds                    1,260     1,190     1,167
    Changes in:
      Policy benefit and other insurance reserves                   (3)      (55)      (55)
      Unearned premiums                                              3       (11)      (45)
      Deferred policy acquisition costs                           (267)     (252)     (236)
      Reinsurance recoverables                                     (78)      (39)      (16)
      Income taxes payable                                          73        27        38
      Other operating assets and liabilities                       (91)      117       (36)
                                                              --------   -------   -------
        Net cash provided by operating activities                1,068     1,083     1,037
                                                              --------   -------   -------
CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from sales
    Fixed income securities                                      4,832     2,495     2,293
    Equity securities                                            1,070       765       697
    Real estate                                                      -       309         -
  Investment collections
    Fixed income securities                                      2,928     2,984     3,056
    Mortgage loans                                                 392       432       598
  Investment purchases
    Fixed income securities                                    (10,261)   (6,216)   (6,267)
    Equity securities                                             (953)     (529)     (607)
    Mortgage loans                                                (906)     (780)     (409)
  Change in short-term investments, net                             10      (330)      172
  Change in other investments, net                                 (36)      (95)       35
                                                              --------   -------   -------
    Net cash used in investing activities                       (2,924)     (965)     (432)
                                                              --------   -------   -------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of redeemable preferred stock               8        13        13
  Contractholder fund deposits                                   5,594     3,275     2,657
  Contractholder fund withdrawals                               (3,684)   (3,306)   (3,076)
  Dividends paid                                                  (100)     (108)     (133)
                                                              --------   -------   -------
    Net cash provided by (used in) financing activities          1,818      (126)     (539)
                                                              --------   -------   -------
NET (DECREASE) INCREASE IN CASH                                    (38)       (8)       66
CASH AT BEGINNING OF YEAR                                          109       117        51
                                                              --------   -------   -------
CASH AT END OF YEAR                                           $     71   $   109   $   117
                                                              ========   =======   =======
</TABLE>

See notes to consolidated financial statements.

                                       6
<PAGE>
ALLSTATE LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

 1.  GENERAL

     BASIS OF PRESENTATION

    The accompanying consolidated financial statements include the accounts of
    Allstate Life Insurance Company ("ALIC") and its wholly owned subsidiaries
    (collectively referred to as the "Company"). ALIC is wholly owned by
    Allstate Insurance Company ("AIC"), a wholly owned subsidiary of The
    Allstate Corporation (the "Corporation"). These consolidated financial
    statements have been prepared in conformity with generally accepted
    accounting principles. All significant intercompany accounts and
    transactions have been eliminated.

    NATURE OF OPERATIONS

    The Company is engaged principally in the life and savings business in the
    United States. The Company owns a subsidiary, Allstate Insurance Company of
    Canada ("AICC"), which operates in Canada and sells property-liability
    insurance.

    The Company's life and savings ("Life and Savings") segment markets a broad
    line of life insurance and savings products countrywide, accounting for
    approximately 97% of the Company's 1999 statutory premiums and deposits.
    Statutory premiums and deposits are determined in accordance with accounting
    principles prescribed or permitted by the insurance department of the
    applicable domiciliary state and include premiums and deposits for all
    products. Life insurance consists of traditional products, including term
    and whole life, interest-sensitive life, immediate annuities with life
    contingencies, variable life and indexed life insurance. Savings products
    include deferred annuities and immediate annuities without life
    contingencies. Deferred annuities include fixed rate, market value adjusted,
    indexed and variable annuities. Group pension savings products include
    contracts with fixed or indexed rates and fixed terms, such as guaranteed
    investment contracts and funding agreements, and deferred and immediate
    annuities also referred to as retirement annuities. In 1999, annuity
    premiums and deposits represented approximately 79% of Life and Savings
    total statutory premiums and deposits.

    The Company is authorized to sell life and savings products in all 50
    states, the District of Columbia and Puerto Rico. The Company is also
    authorized to sell certain insurance products in various foreign countries.
    The top geographic locations in the United States for statutory premiums and
    deposits for the Life and Savings segment were California, Florida,
    Illinois, and Pennsylvania for the year ended December 31, 1999. No other
    jurisdiction accounted for more than 5% of statutory premiums and deposits
    for Life and Savings. The Company distributes its life and savings products
    using Allstate agents, which include life specialists and financial
    advisors, as well as banks, independent agents, securities firms and through
    direct response methods. Although the Company currently benefits from
    agreements with financial services entities who market and distribute its
    products, change in control of these non-affiliated entities with which the
    Company has alliances could negatively impact Life and Savings sales.

    The Company's property-liability ("Property-Liability") segment is
    principally engaged in private passenger auto and homeowners insurance in
    Canada, writing approximately 3% of the Company's total 1999 statutory
    premiums. Statutory premiums are determined in accordance with accounting
    principles prescribed or permitted by the insurance department of the
    applicable domiciliary province.

    The Company distributes property-liability products in Canada. The top
    provinces for statutory premiums earned by the Property-Liability segment
    were Ontario, Quebec, Alberta, and New Brunswick for the year ended
    December 31, 1999. No other province accounted for more than 5% of statutory
    premiums earned for Property-Liability. The Company distributes
    property-liability products through Allstate agents, primarily employee
    agents, but also utilizes independent agents and specialized brokers to
    expand market reach.

    The Company monitors economic and regulatory developments which have the
    potential to impact its business. Recently enacted federal legislation will
    allow for banks and other financial organizations to have greater
    participation in securities and insurance businesses. This legislation may
    present an increased level of competition for sales of the Company's
    products. Furthermore, the market for deferred annuities and
    interest-sensitive life insurance is enhanced by the tax incentives
    available under current law. Any legislative changes which lessen these
    incentives are likely to negatively impact the demand for these products.

                                       7
<PAGE>
    Additionally, traditional demutualization of mutual insurance companies and
    enacted and pending state legislation to permit mutual insurance companies
    to convert to a hybrid structure known as a mutual holding company could
    have a number of significant effects on the Company by (1) increasing
    industry competition through consolidation caused by mergers and
    acquisitions related to the new corporate form of business; and (2)
    increasing competition in the capital markets.

 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     INVESTMENTS

    Fixed income securities include bonds, mortgage-backed and asset-backed
    securities, and redeemable preferred stocks. All fixed income securities are
    carried at fair value and may be sold prior to their contractual maturity
    ("available for sale"). The difference between the amortized cost and fair
    value, net of deferred income taxes, certain life and annuity deferred
    policy acquisition costs, and certain reserves for life-contingent contract
    benefits, is reflected as a component of shareholder's equity. Provisions
    are recognized for declines in the value of fixed income securities that are
    other than temporary. Such writedowns are included in realized capital gains
    and losses.

    Mortgage loans are carried at outstanding principal balance, net of
    unamortized premium or discount and valuation allowances. Valuation
    allowances are established for impaired loans when it is probable that
    contractual principal and interest will not be collected. Valuation
    allowances for impaired loans reduce the carrying value to the fair value of
    the collateral or the present value of the loan's expected future repayment
    cash flows, discounted at the loan's original effective interest rate.
    Valuation allowances on loans not considered to be impaired are established
    based on consideration of the underlying collateral, borrower financial
    strength, current and expected market conditions, and other factors.

    Equity securities include common and non-redeemable preferred stocks and
    real estate investment trusts which are carried at fair value and limited
    partnerships which are recorded based on the equity method. The difference
    between cost and fair value of equity securities, less deferred income
    taxes, is reflected as a component of shareholder's equity.

    Short-term investments are carried at cost or amortized cost, which
    approximates fair value, and includes collateral received in connection with
    securities lending activities.

    Policy loans are carried at unpaid principal balances. Other investments
    consist primarily of real estate investments, which are accounted for by the
    equity method if held for investment, or depreciated cost, net of valuation
    allowances, if the Company has an active plan to sell.

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

    DERIVATIVE FINANCIAL INSTRUMENTS

    Derivative financial instruments include swaps, futures, forwards, and
    options, including caps and floors. When derivatives meet specific criteria
    they may be designated as accounting hedges and accounted for on either a
    fair value, deferral, or accrual basis, depending upon the nature of the
    hedge strategy, the method used to account for the hedged item and the
    derivative used. Derivatives that are not designated as accounting hedges
    are accounted for on a fair value basis.

    If, subsequent to entering into a hedge transaction, the derivative becomes
    ineffective (including if the hedged item is sold or otherwise extinguished
    or the occurrence of a hedged anticipatory transaction is no longer
    probable), the Company terminates the derivative position. Gains and losses
    on these terminations are reported in realized capital gains and losses in
    the period they occur. The Company may also terminate derivatives as a
    result of other events or circumstances. Gains and losses on these
    terminations are deferred and amortized over the remaining life of either
    the hedge or the hedged item, whichever is shorter.

    FAIR VALUE ACCOUNTING Under fair value accounting, realized and unrealized
    gains and losses on derivatives are recognized in either earnings or
    shareholder's equity when they occur.

    The Company accounts for certain of its interest rate swaps, equity-indexed
    options, equity-indexed futures, and foreign currency swaps and forwards as
    hedges on a fair value basis when specific criteria are met. For swaps or
    options, the derivative must reduce the primary market risk exposure (e.g.,
    interest rate risk, equity price risk or foreign currency risk) of the
    hedged item in conjunction with the specific hedge strategy; be designated
    as a hedge at the inception of the

                                       8
<PAGE>
    transaction; and have a notional amount and term that does not exceed the
    carrying value and expected maturity, respectively, of the hedged item. In
    addition, options must have a reference index (e.g., S&P 500) that is the
    same as, or highly correlated with, the reference index of the hedged item.
    For futures or forward contracts, the derivative must reduce the primary
    market risk exposure on an enterprise or transaction basis in conjunction
    with the hedge strategy; be designated as a hedge at the inception of the
    transaction; and be highly correlated with the fair value of, or interest
    income or expense associated with, the hedged item at inception and
    throughout the hedge period.

    For such interest rate swaps, equity-indexed options, foreign currency
    swaps, and forwards, changes in fair value are reported net of tax in
    shareholder's equity, exclusive of interest accruals. Changes in fair value
    of certain equity-indexed options are reflected as an adjustment of the
    hedged item. Accrued interest receivable and payable on swaps are reported
    in net investment income. Premiums paid for certain equity-indexed options
    are reported as equity securities and amortized to net investment income
    over the lives of the agreements.

    The Company also has certain derivatives which are used for risk management
    purposes for which hedge accounting is not applied and are therefore
    accounted for on a fair value basis. These derivatives primarily consist of
    equity-indexed instruments and certain interest rate futures. Based upon
    certain interest rate or equity price risk reduction strategies, gains and
    losses on these derivatives are recognized in net investment income,
    realized gains or losses or interest credited to contractholders' balances
    during the period on a current basis.

    DEFERRAL ACCOUNTING Under deferral accounting, gains and losses on
    derivatives are deferred and recognized in earnings in conjunction with
    earnings on the hedged item. The Company accounts for interest rate futures
    and certain foreign currency forwards as hedges using deferral accounting
    for anticipatory investment purchases, sales and capital infusions, when the
    criteria for futures and forwards (discussed above) are met. In addition,
    anticipated transactions must be probable of occurrence and their
    significant terms and characteristics identified.

    Changes in fair values of these derivatives are initially deferred and
    reported as other liabilities and accrued expenses. Once the anticipated
    transaction occurs, the deferred gains or losses are considered part of the
    cost basis of the asset and reported net of tax in shareholder's equity or
    recognized as a gain or loss from disposition of the asset, as appropriate.
    The Company reports initial margin deposits on futures in short-term
    investments. Fees and commissions paid on these derivatives are also
    deferred as an adjustment to the carrying value of the hedged item.

    ACCRUAL ACCOUNTING Under accrual accounting, interest income or expense
    related to the derivative is accrued and recorded as an adjustment to the
    interest income or expense on the hedged item. The Company accounts for
    certain interest rate swaps, caps and floors, and certain foreign currency
    swaps as hedges on an accrual basis when the criteria for swaps or options
    (discussed above) are met.

    Premiums paid for interest rate caps and floors are reported as investments
    and amortized to net investment income over the lives of the agreements.

    RECOGNITION OF INSURANCE REVENUE AND RELATED BENEFITS, AND INTEREST CREDITED

    Traditional life insurance products consist principally of products with
    fixed and guaranteed premiums and benefits, primarily term and whole life
    insurance products. Premiums from these products are recognized as revenue
    when due. Benefits are recognized in relation to such revenue so as to
    result in the recognition of profits over the life of the policy and are
    reflected in contract benefits.

    Interest-sensitive life contracts are insurance contracts whose terms are
    not fixed and guaranteed. The terms that may be changed include premiums
    paid by the contractholder, interest credited to the contractholder account
    balance and one or more amounts assessed against the contractholder.
    Premiums from these contracts are reported as deposits to contractholder
    funds. Life and annuity contract charges consist of fees assessed against
    the contractholder account balance for cost of insurance (mortality risk),
    contract administration and surrender charges. Contract benefits include
    interest credited to contracts and claims incurred in excess of the related
    contractholder account balance.

    Immediate annuities with life contingencies and single premium life
    insurance products are limited payment contracts, as these contracts provide
    insurance protection over a period that extends beyond the period during
    which premiums are collected. Gross premiums in excess of the net premium on
    limited payment contracts are deferred and recognized over the contract
    period. Contract benefits are recognized in relation to such revenue so as
    to result in the recognition of profits over the life of the policy.

    Contracts that do not subject the Company to significant risk arising from
    mortality or morbidity are referred to as investment contracts. Fixed rate
    annuities, market value adjusted annuities, indexed annuities, immediate
    annuities without life contingencies, certain guaranteed investment
    contracts and funding agreements are considered investment

                                       9
<PAGE>
    contracts. Deposits received for such contracts are reported as deposits to
    contractholder funds. Life and annuity contract charges for investment
    contracts consist of charges assessed against the contractholder account
    balance for contract administration and surrenders. Contract benefits
    include interest credited and claims incurred in excess of the related
    contractholder account balance.

    Crediting rates for fixed rate annuities and interest sensitive life
    contracts are adjusted periodically by the Company to reflect current market
    conditions. Crediting rates for indexed annuities and indexed life products
    are based on an interest rate index, such as LIBOR or an equity index, such
    as the S&P 500.

    Investment contracts also include variable annuity, variable life and
    certain guaranteed investment contracts which are sold as Separate Accounts
    products. The assets supporting these products are legally segregated and
    available only to settle Separate Accounts contract obligations. Deposits
    received are reported as Separate Accounts liabilities. Life and annuity
    contract charges for these contracts consist of charges assessed against the
    Separate Accounts fund balances for contract maintenance, administration,
    mortality, expense and surrenders.

    Property-liability premiums written are deferred and earned on a pro rata
    basis over the terms of the policies. The portion of premiums written
    applicable to the unexpired terms of the policies is recorded as unearned
    premiums. Claims and claims expense for property-liability include paid
    losses and changes in claim reserves.

    DEFERRED POLICY ACQUISITION COSTS

    Certain costs which vary with and are primarily related to acquiring life
    and savings business, principally agents' and brokers' remuneration, premium
    taxes, certain underwriting costs and direct mail solicitation expenses, are
    deferred and amortized into income. Deferred policy acquisition costs are
    periodically reviewed as to recoverability and written down where necessary.

    For traditional life insurance and limited payment contracts, these costs
    are amortized in proportion to the estimated revenue on such business.
    Assumptions relating to estimated revenue, as well as to all other aspects
    of the deferred acquisition costs and reserve calculations, are determined
    based upon conditions as of the date of policy issue and are generally not
    revised during the life of the policy. Any deviations from projected
    business inforce, resulting from actual policy terminations differing from
    expected levels, and any estimated premium deficiencies change the rate of
    amortization in the period such events occur. Generally, the amortization
    period for these contracts approximates the estimated lives of the policies.

    For interest-sensitive life and investment contracts, these costs are
    amortized in proportion to the estimated gross profits on such business over
    the estimated lives of the contract periods. Gross profits are determined at
    the date of policy issue and comprise estimated investment, mortality,
    expense margins and surrender charges. Assumptions underlying the gross
    profits are periodically updated to reflect actual experience, and changes
    in the amount or timing of estimated gross profits will result in
    adjustments to the cumulative amortization of these costs.

    The present value of future profits inherent in acquired blocks of insurance
    is classified as a component of deferred policy acquisition costs. The
    present value of future profits is amortized over the life of the blocks of
    insurance using current crediting rates.

    To the extent unrealized gains or losses on fixed income securities carried
    at fair value would result in an adjustment of estimated gross profits had
    those gains or losses actually been realized, the related unamortized
    deferred acquisition costs, including the present value of future profits,
    are adjusted together with unrealized net capital gains included in
    shareholder's equity.

    Certain costs which vary with and are primarily related to acquiring
    property-liability insurance business, principally agents' remuneration,
    premium taxes and inspection costs, are deferred and amortized to income as
    premiums are earned. Future investment income is considered in determining
    the recoverability of deferred policy acquisition costs.

    REINSURANCE RECOVERABLE

    In the normal course of business, the Company seeks to limit aggregate and
    single exposure to losses on large risks by purchasing reinsurance from
    other insurers (see Note 8). The amounts reported in the consolidated
    statements of financial position include amounts billed to reinsurers on
    losses paid as well as estimates of amounts expected to be recovered from
    reinsurers on incurred losses that have not yet been paid. Reinsurance
    recoverables on unpaid losses are estimated based upon assumptions
    consistent with those used in establishing the liabilities related to the
    underlying reinsured contracts. Insurance liabilities, including life
    contingent policy reserves, are reported gross of reinsurance recoverables.
    Prepaid reinsurance premiums are deferred and reflected in income in a
    manner consistent with the recognition of premiums on the reinsured
    contracts. Reinsurance does not extinguish the Company's primary liability

                                       10
<PAGE>
    under the policies written and therefore reinsurers and amounts recoverable
    therefrom are regularly evaluated by the Company and allowances for
    uncollectible reinsurance are established as appropriate.

    INCOME TAXES

    The income tax provision is calculated under the liability method. Deferred
    tax assets and liabilities are recorded based on the difference between the
    financial statement and tax bases of assets and liabilities at the enacted
    tax rates. The principal assets and liabilities giving rise to such
    differences are insurance reserves and deferred policy acquisition costs.
    Deferred income taxes also arise from unrealized capital gains and losses on
    equity securities and fixed income securities carried at fair value, and
    unrealized foreign currency translation adjustments.

    SEPARATE ACCOUNTS

    The Company issues deferred variable annuities, variable life contracts and
    certain guaranteed investment contracts, the assets and liabilities of which
    are legally segregated and recorded as assets and liabilities of the
    Separate Accounts. Absent any guarantees wherein the Company contractually
    guarantees either a minimum return or account value to the beneficiaries of
    the contractholders in the form of a death benefit, variable annuity and
    variable life contractholders bear the investment risk that the Separate
    Accounts' funds may not meet their stated investment objectives.

    The assets of the Separate Accounts are carried at fair value. Separate
    Accounts liabilities represent the contractholders' claim to the related
    assets and are carried at the fair value of the assets. In the event that
    the asset value of certain contractholder accounts are projected to be below
    the value guaranteed by the Company, a liability is established through a
    charge to earnings. Investment income and realized capital gains and losses
    of the Separate Accounts accrue directly to the contractholders and
    therefore, are not included in the Company's consolidated statements of
    operations. Revenues to the Company from the Separate Accounts consist of
    contract maintenance and administration fees, and mortality, surrender and
    expense risk charges.

    CONTRACTHOLDER FUNDS

    Contractholder funds arise from the issuance of individual or group policies
    and contracts that include an investment component, including most fixed
    annuities, interest-sensitive life policies and certain other investment
    contracts. Deposits received are recorded as interest-bearing liabilities.
    Contractholder funds are equal to deposits received, net of commissions, and
    interest credited to the benefit of the contractholder less withdrawals,
    mortality charges and administrative expenses. Detailed information on
    crediting rates and surrender and withdrawal protection on contractholder
    funds are outlined in Note 7.

    RESERVES FOR LIFE-CONTINGENT CONTRACT BENEFITS

    The reserve for life-contingent contract benefits, which relates to
    traditional life insurance, group retirement annuities and immediate
    annuities with life contingencies is computed on the basis of assumptions as
    to mortality, future investment yields, terminations and expenses at the
    time the policy is issued. These assumptions, which for traditional life
    insurance are applied using the net level premium method, include provisions
    for adverse deviation and generally vary by such characteristics as type of
    coverage, year of issue and policy duration. Detailed reserve assumptions
    and reserve interest rates are outlined in Note 7. To the extent that
    unrealized gains on fixed income securities would result in a premium
    deficiency had those gains actually been realized, the related increase in
    reserves is recorded as a reduction of the unrealized net capital gains
    included in shareholder's equity.

    PROPERTY-LIABILITY CLAIMS AND CLAIMS EXPENSE

    The property-liability reserve for claims and claims expense is the
    estimated amount necessary to settle both reported and unreported claims of
    insured property-liability losses, based upon the facts in each case and the
    Company's experience with similar cases. Estimated amounts of salvage and
    subrogation are deducted from the reserve for claims and claims expense. The
    establishment of appropriate reserves, including reserves for catastrophes,
    is an inherently uncertain process. Reserve estimates are regularly reviewed
    and updated, using the most current information available. Any resulting
    adjustments are reflected in current operations (see Note 7). These
    adjustments may be material.

    OFF-BALANCE-SHEET FINANCIAL INSTRUMENTS

    Commitments to invest, commitments to extend mortgage loans and credit
    guarantees have only off-balance-sheet risk because their contractual
    amounts are not recorded in the Company's consolidated statements of
    financial position. The contractual amounts and fair values of these
    instruments are outlined in Note 5.

                                       11
<PAGE>
    FOREIGN CURRENCY TRANSLATION

    The Company has a foreign subsidiary, AICC, where the local currency is
    deemed to be the functional currency in which AICC operates. The financial
    statements of AICC are translated into U.S. dollars at the exchange rate in
    effect at the end of a reporting period for assets and liabilities and at
    the average exchange rates during the period for results of operations. The
    unrealized gains or losses from the translation of the net assets are
    recorded as unrealized foreign currency translation adjustments, and
    included in accumulated other comprehensive income in the consolidated
    statements of financial position. Changes in unrealized foreign currency
    translation adjustments are included in other comprehensive income. Gains
    and losses from foreign currency transactions are reported in operating
    costs and expenses and have not been significant.

    USE OF ESTIMATES

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

    PENDING ACCOUNTING STANDARDS

    In June, 1999, the Financial Accounting Standards Board ("FASB") delayed the
    effective date of Statement of Financial Accounting Standard ("SFAS") No.
    133, "Accounting for Derivative Instruments and Hedging Activities." SFAS
    133 replaces existing pronouncements and practices with a single, integrated
    accounting framework for derivatives and hedging activities. This statement
    requires that all derivatives be recognized on the balance sheet at fair
    value. Derivatives that are not hedges must be adjusted to fair value
    through income. If the derivative is a hedge, depending on the nature of the
    hedge, changes in the fair value of derivatives will either be offset
    against the change in fair value of the hedged assets, liabilities, or firm
    commitments through earnings or recognized in other comprehensive income
    until the hedged item is recognized in earnings. Additionally, the change in
    fair value of a derivative which is not effective as a hedge will be
    immediately recognized in earnings. The delay was effected through the
    issuance of SFAS 137, which extends the SFAS No. 133 requirements to fiscal
    years beginning after June 15, 2000. As such, the Company expects to adopt
    the provisions of SFAS No. 133 as of January 1, 2001. The impact of this
    statement is dependent upon the Company's derivative positions and market
    conditions existing at the date of adoption. Based on existing
    interpretations of the requirements of SFAS No. 133, the impact of adoption
    of this statement is not expected to be material to financial position,
    however, may be material to results of operations.

 3.  RELATED PARTY TRANSACTIONS

     BUSINESS OPERATIONS

    The Company utilizes services performed and business facilities owned or
    leased and operated by AIC in conducting its business activities. In
    addition, ALIC and its domestic subsidiaries share the services of employees
    with AIC. The Company reimburses AIC for the operating expenses incurred on
    behalf of the Company. The Company is charged for the cost of these
    operating expenses based on the level of services provided. Operating
    expenses, including compensation, retirement and other benefit programs
    allocated to the Company were $199 million, $166 million, and $140 million
    in 1999, 1998 and 1997, respectively. A portion of these expenses relate to
    the acquisition of business which are deferred and amortized into income.

    STRUCTURED SETTLEMENT ANNUITIES

    The Company issued $61 million, $64 million and $52 million of structured
    settlement annuities, a type of immediate annuity, in 1999, 1998 and 1997,
    respectively, at prices determined based upon interest rates in effect at
    the time of purchase, to fund structured settlements in matters involving
    AIC. Of these amounts, $17 million, $23 million and $17 million relate to
    structured settlement annuities with life contingencies and are included in
    premium income for 1999, 1998, and 1997, respectively. In most cases, these
    annuities were issued under a "qualified assignment," which means the
    Company assumed AIC's obligation to make the future payments.

    AIC has issued surety bonds, in return for premiums of $476 thousand, $469
    thousand, $396 thousand in 1999, 1998 and 1997, respectively, to guarantee
    the payment of structured settlement benefits assumed and funded by certain
    annuity contracts issued by the Company (from both AIC and non-related
    parties). The Company has entered into a General Indemnity Agreement
    pursuant to which it has indemnified AIC for any losses associated with the
    surety bonds and has granted AIC certain collateral security rights with
    respect to the annuities and certain other rights in the event of any
    defaults covered by the surety bonds.

                                       12
<PAGE>
    Reserves recorded by the Company for annuities related to the surety bonds
    were $4.50 billion and $4.14 billion at December 31, 1999 and 1998,
    respectively.

    REINSURANCE TRANSACTIONS

    The Company has entered into a modified coinsurance contract with Allstate
    Reinsurance, Ltd. ("Allstate Re"), an affiliate of the Company, to cede 50%
    of certain fixed annuity business issued under a distribution agreement with
    PNC Bank NA. Under the terms of the contract, a trust has been established
    to provide protection to the Company for ceded liabilities. This agreement
    is continuous but may be terminated by either party with 60 days notice.

    The Company has entered into a contract to reinsure 100% of all credit
    insurance written by AIC. This agreement is continuous but may be terminated
    by either party with 60 days notice.

    The Company enters into certain intercompany reinsurance transactions with
    its wholly owned subsidiaries within the Life and Savings segment. The
    Company enters into these transactions in order to maintain underwriting
    control and spread risk among various legal entities. These reinsurance
    agreements have been approved by the appropriate regulatory authorities. All
    significant intercompany transactions have been eliminated in consolidation.

    At December 31, 1999, $1.98 billion of the Company's investments are held in
    a trust for the benefit of Northbrook Life Insurance Company, a wholly owned
    subsidiary, to permit it to meet policyholder obligations under its
    reinsurance agreement with the Company.

    AICC has entered into an excess of loss reinsurance agreement with AIC
    covering certain property policies. Under the current contract, the
    aggregate limit for which AIC would indemnify AICC for all loss occurrences
    during the term of the current contract is $66 million. The amount has been
    translated into U.S. dollars utilizing the exchange rate as of December 31,
    1999.

    Starting January 1, 1999, AICC has entered into a contract to reinsure
    personal automobile business written by Pembridge Insurance Company
    ("Pembridge"), a subsidiary of the Corporation. Under the renewable excess
    of loss contract, AICC reinsures Pembridge for personal auto business that
    provides third party and accident coverages. For each loss occurrence, the
    contract contains two layers of loss. In the first layer of loss protection,
    losses in excess of $1 million up to $3 million will be covered by AICC. In
    the second layer of loss protection, AICC covers losses in excess of the
    first $3 million layer up to $7 million. For each loss occurrence, the
    maximum amount AICC will indemnify Pembridge in both layers for third party
    liability is $689 thousand. All amounts have been translated into U.S.
    dollars utilizing the exchange rate as of December 31, 1999.

    The impact to the Company's consolidated statement of operations from
    related party reinsurance transactions are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                    ASSUMED:                        CEDED:
                          ----------------------------   ----------------------------
                                     CLAIMS AND CLAIMS              CLAIMS AND CLAIMS
YEAR ENDED                              EXPENSE AND                    EXPENSE AND
DECEMBER 31,              PREMIUMS   CONTRACT BENEFITS   PREMIUMS   CONTRACT BENEFITS
- ------------------------  --------   -----------------   --------   -----------------
<S>                       <C>        <C>                 <C>        <C>
    1999                    $ 25            $23             $2             $ 1
    1998                      23             20              1              10
    1997                     117             15              2               -
</TABLE>

    The reinsurance recoverable and reinsurance payable balances pertaining to
    related party reinsurance agreements were not material at December 31, 1999
    and 1998, respectively.

    DEBT

    The Company has entered into an intercompany loan agreement with the
    Corporation. The amount of funds available to the Company at a given point
    in time is dependent upon the debt position of the Corporation. There was no
    outstanding balance at December 31, 1999 and 1998, respectively.

    The Company has access to two credit facilities maintained by the
    Corporation as a potential source of funds to manage short-term liquidity.
    These include a $1.50 billion, five-year revolving line of credit, expiring
    in 2001 and a $50 million, one-year revolving line of credit expiring in
    2000. The ability of the Company to borrow from the five-year line of credit
    is predicated upon AIC maintaining a specified statutory surplus level and
    the Corporation's debt to equity ratio (as

                                       13
<PAGE>
    defined in the agreement) must not exceed a designated level. The Company
    has not drawn upon either credit facility during 1999 or 1998.

 4.  INVESTMENTS

     FAIR VALUES

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

    ($ in millions)

<TABLE>
<CAPTION>
                                                                          GROSS UNREALIZED
                                                              AMORTIZED   -----------------    FAIR
                                                                COST       GAINS    LOSSES     VALUE
                                                              ---------   -------   -------   -------
<S>                                                           <C>         <C>       <C>       <C>
    AT DECEMBER 31, 1999
    U.S. government and agencies                               $ 1,957    $  225     $  (9)   $ 2,173
    Municipal                                                      736        10       (15)       731
    Corporate                                                   16,059       430      (434)    16,055
    Foreign government                                             536        15        (9)       542
    Mortgage-backed securities                                   5,612        86      (110)     5,588
    Asset-backed securities                                      2,389         6       (24)     2,371
    Redeemable preferred stock                                      65         -        (2)        63
                                                               -------    ------     -----    -------
    Total fixed income securities                              $27,354    $  772     $(603)   $27,523
                                                               =======    ======     =====    =======
    AT DECEMBER 31, 1998
    U.S. government and agencies                               $ 2,022    $  751     $  (1)   $ 2,772
    Municipal                                                      552        47         -        599
    Corporate                                                   13,595     1,223       (76)    14,742
    Foreign government                                             264         6         -        270
    Mortgage-backed securities                                   5,773       237        (1)     6,009
    Asset-backed securities                                      2,355        36        (6)     2,385
    Redeemable preferred stock                                      69        12         -         81
                                                               -------    ------     -----    -------
    Total fixed income securities                              $24,630    $2,312     $ (84)   $26,858
                                                               =======    ======     =====    =======
</TABLE>

    SCHEDULED MATURITIES

    The scheduled maturities for fixed income securities are as follows at
    December 31, 1999:

    ($ in millions)

<TABLE>
<CAPTION>
                                                              AMORTIZED    FAIR
                                                                COST       VALUE
                                                              ---------   -------
<S>                                                           <C>         <C>
    Due in one year or less                                    $   693    $   694
    Due after one year through five years                        5,519      5,538
    Due after five years through ten years                       6,425      6,291
    Due after ten years                                          6,716      7,041
                                                               -------    -------
                                                                19,353     19,564
    Mortgage- and asset-backed securities                        8,001      7,959
                                                               -------    -------
    Total                                                      $27,354    $27,523
                                                               =======    =======
</TABLE>

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

                                       14
<PAGE>
    ($ in millions)

<TABLE>
<CAPTION>
NET INVESTMENT INCOME                                          1999     1998     1997
YEAR ENDED DECEMBER 31,                                       ------   ------   ------
<S>                                                           <C>      <C>      <C>
    Fixed income securities                                   $1,947   $1,860   $1,825
    Mortgage loans                                               279      253      265
    Equity securities                                             17       32       18
    Other                                                         67       40       46
                                                              ------   ------   ------
    Investment income, before expense                          2,310    2,185    2,154
    Investment expense                                            45       46       36
                                                              ------   ------   ------
    Net investment income                                     $2,265   $2,139   $2,118
                                                              ======   ======   ======
</TABLE>

    ($ in millions)

<TABLE>
<CAPTION>
REALIZED CAPITAL GAINS AND LOSSES                             1999   1998   1997
YEAR ENDED DECEMBER 31,                                       ----   ----   ----
<S>                                                           <C>    <C>    <C>
    Fixed income securities                                   $ 11   $ 92   $ 43
    Equity securities                                           94     59    123
    Other investments                                           90    181     26
                                                              ----   ----   ----
    Realized capital gains and losses                          195    332    192
    Income taxes                                                69    121     67
                                                              ----   ----   ----
    Realized capital gains and losses, after-tax              $126   $211   $125
                                                              ====   ====   ====
</TABLE>

    Excluding calls and prepayments, gross gains of $120 million, $68 million
    and $41 million and gross losses of $109 million, $32 million and $44
    million were realized on sales of fixed income securities during 1999, 1998
    and 1997, respectively.

    UNREALIZED NET CAPITAL GAINS

    Unrealized net capital gains on fixed income and equity securities included
    in shareholder's equity at December 31, 1999, are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                                                     GROSS UNREALIZED
                                                           COST/                     -----------------   UNREALIZED
                                                       AMORTIZED COST   FAIR VALUE    GAINS    LOSSES    NET GAINS
                                                       --------------   ----------   -------   -------   ----------
<S>                                                    <C>              <C>          <C>       <C>       <C>
    Fixed income securities                               $27,354        $27,523     $  772     $(603)     $ 169
    Equity securities                                         503            743        264       (24)       240
                                                          -------        -------     ------     -----      -----
    Total                                                 $27,857        $28,266     $1,036     $(627)       409
                                                          =======        =======     ======     =====
    Deferred income taxes, deferred policy
    acquisition costs and other                                                                             (189)
                                                                                                           -----
    Unrealized net capital gains                                                                           $ 220
                                                                                                           =====
</TABLE>

    At December 31, 1998, equity securities had gross unrealized gains of
    $320 million and gross unrealized losses of $18 million.

    ($ in millions)

<TABLE>
<CAPTION>
CHANGE IN UNREALIZED NET CAPITAL GAINS AND LOSSES              1999     1998    1997
YEAR ENDED DECEMBER 31,                                       -------   -----   -----
<S>                                                           <C>       <C>     <C>
    Fixed income securities                                   $(2,059)  $ 317   $ 743
    Equity securities                                             (62)    (30)    116
                                                              -------   -----   -----
    Total                                                      (2,121)    287     859
    Deferred income taxes, deferred policy acquisition costs
    and other                                                   1,477    (214)   (609)
                                                              -------   -----   -----
    (Decrease) increase in unrealized net capital gains       $  (644)  $  73   $ 250
                                                              =======   =====   =====
</TABLE>

                                       15
<PAGE>
    INVESTMENT LOSS PROVISIONS AND VALUATION ALLOWANCES

    Pretax provisions for investment losses, principally relating to other than
    temporary declines in value of fixed income securities and equity
    securities, and valuation allowances on mortgage loans were $20 million, $17
    million and $15 million in 1999, 1998 and 1997, respectively.

    MORTGAGE LOAN IMPAIRMENT

    A mortgage loan is impaired when it is probable that the Company will be
    unable to collect all amounts due according to the contractual terms of the
    loan agreement.

    The components of impaired loans at December 31 are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                              1999   1998
                                                              ----   ----
<S>                                                           <C>    <C>
    Impaired loans
    With valuation allowances                                 $25    $35
    Less: valuation allowances                                 (7)    (9)
    Without valuation allowances                               11     36
                                                              ---    ---
    Net carrying value of impaired loans                      $29    $62
                                                              ===    ===
</TABLE>

    The net carrying value of impaired loans at December 31, 1999 and 1998
    comprise $22 million and $60 million, respectively, measured at the fair
    value of the collateral, and $7 million and $2 million, respectively,
    measured at the present value of the loan's expected future cash flows
    discounted at the loan's effective interest rate. Impaired loans without
    valuation allowances include collateral dependent loans where the fair value
    of the collateral is greater than the recorded investment in the loans.

    Interest income is recognized on a cash basis for impaired loans carried at
    the fair value of the collateral, beginning at the time of impairment. For
    other impaired loans, interest is accrued based on the net carrying value.
    The Company recognized interest income of $2 million, $5 million and $8
    million on impaired loans during 1999, 1998 and 1997, respectively, of which
    $2 million, $5 million and $7 million was received in cash during 1999, 1998
    and 1997, respectively. The average balance of impaired loans was $43
    million, $53 million and $103 million during 1999, 1998 and 1997,
    respectively.

    Valuation allowances for mortgage loans at December 31, 1999, 1998 and 1997,
    were $13 million, $15 million and $32 million, respectively. For the years
    ended December 31, 1998 and 1997, releases of mortgage loan valuation
    allowances for dispositions of impaired mortgage loans were $1 million and
    $8 million, respectively. No mortgage loans valuation allowances were
    released due to dispositions of impaired mortgage loans during 1999. For the
    years ended December 31, 1999, 1998 and 1997, net reductions to mortgage
    loan valuation allowances were $2 million, $16 million, $25 million,
    respectively.

    INVESTMENT CONCENTRATION FOR COMMERCIAL MORTGAGE PORTFOLIOS AND OTHER
    INVESTMENT INFORMATION

    The Company's mortgage loans are collateralized by a variety of commercial
    real estate property types located throughout the United States.
    Substantially all of the commercial mortgage loans are non-recourse to the
    borrower. The states with the largest portion of the commercial mortgage
    loan portfolio are listed below. Except for the following, holdings in no
    other state exceeded 5% of the portfolio at December 31, 1999:

    (% OF COMMERCIAL MORTGAGE PORTFOLIO CARRYING VALUE)

<TABLE>
<CAPTION>
                                                              1999    1998
                                                              -----   -----
<S>                                                           <C>     <C>
    California                                                20.6%   23.7%
    Illinois                                                    7.9     7.8
    Florida                                                     7.9     5.8
    New York                                                    7.4     9.2
    Texas                                                       5.8     4.9
    New Jersey                                                  5.7     4.1
    Pennsylvania                                                5.1     4.9
</TABLE>

                                       16
<PAGE>
    The types of properties collateralizing the commercial mortgage loans at
    December 31, are as follows:

    (% OF COMMERCIAL MORTGAGE PORTFOLIO CARRYING VALUE)

<TABLE>
<CAPTION>
                                                               1999     1998
                                                              ------   ------
<S>                                                           <C>      <C>
    Office buildings                                           31.5%    26.5%
    Retail                                                      26.9     31.2
    Apartment complex                                           17.2     17.1
    Warehouse                                                   16.8     17.0
    Industrial                                                   2.2      2.6
    Other                                                        5.4      5.6
                                                              ------   ------
                                                              100.0%   100.0%
                                                              ======   ======
</TABLE>

    The contractual maturities of the commercial mortgage loan portfolio as of
    December 31, 1999, for loans that were not in foreclosure are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                               NUMBER    CARRYING
                                                              OF LOANS    VALUE     PERCENT
                                                              --------   --------   -------
<S>                                                           <C>        <C>        <C>
    2000                                                          40      $  239      6.3%
    2001                                                          50         214       5.6
    2002                                                          63         273       7.2
    2003                                                          71         282       7.4
    2004                                                          55         280       7.4
    Thereafter                                                   515       2,513      66.1
                                                                 ---      ------    ------
    Total                                                        794      $3,801    100.0%
                                                                 ===      ======    ======
</TABLE>

    In 1999, $190 million of commercial mortgage loans were contractually due.
    Of these, 81.4% were paid as due, 15.9% were refinanced at prevailing market
    terms, 0.3% were foreclosed or are in the process of foreclosure, and 2.4%
    were in the process of refinancing or restructuring discussions.

    At December 31, 1999, there were no investments, excluding equity
    securities, that were non-income producing during 1999.

    At December 31, 1999, fixed income securities with a carrying value of $61
    million were on deposit with regulatory authorities as required by law.

 5.  FINANCIAL INSTRUMENTS

     In the normal course of business, the Company invests in various financial
     assets, incurs various financial liabilities and enters into agreements
     involving derivative financial instruments and other off-balance-sheet
     financial instruments. The fair value estimates of financial instruments
     presented below are not necessarily indicative of the amounts the Company
     might pay or receive in actual market transactions. Potential taxes and
     other transaction costs have not been considered in estimating fair value.
     The disclosures that follow do not reflect the fair value of the Company as
     a whole since a number of the Company's significant assets (including
     deferred policy acquisition costs and reinsurance recoverables) and
     liabilities (including traditional life, interest-sensitive life and
     property-liability reserves and deferred income taxes) are not considered
     financial instruments and are not carried at fair value. Other assets and
     liabilities considered financial instruments such as accrued investment
     income and cash are generally of a short-term nature. Their carrying values
     are assumed to approximate fair value.

                                       17
<PAGE>
    FINANCIAL ASSETS

    The carrying value and fair value of financial assets at December 31, are as
    follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                                    1999                 1998
                                                             ------------------   ------------------
                                                             CARRYING    FAIR     CARRYING    FAIR
                                                              VALUE      VALUE     VALUE      VALUE
                                                             --------   -------   --------   -------
<S>                                                          <C>        <C>       <C>        <C>
    Fixed income securities                                  $27,523    $27,523   $26,858    $26,858
    Mortgage loans                                             3,801      3,704     3,285      3,483
    Equity securities                                            743        743       748        748
    Short-term investments                                       711        711       742        742
    Policy loans                                                 606        606       569        569
    Separate Accounts                                         13,857     13,857    10,098     10,098
</TABLE>

    CARRYING VALUE AND FAIR VALUE INCLUDE THE EFFECTS OF DERIVATIVE FINANCIAL
    INSTRUMENTS WHERE APPLICABLE.

    Fair values for fixed income securities are based on quoted market prices
    where available. Non-quoted securities are valued based on discounted cash
    flows using current interest rates for similar securities. Equity securities
    are valued based principally on quoted market prices. Mortgage loans are
    valued based on discounted contractual cash flows. Discount rates are
    selected using current rates at which similar loans would be made to
    borrowers with similar characteristics, using similar properties as
    collateral. Loans that exceed 100% loan-to-value are valued at the estimated
    fair value of the underlying collateral. Short-term investments are highly
    liquid investments with maturities of less than one year whose carrying
    value are deemed to approximate fair value.

    The carrying value of policy loans are deemed to approximate fair value. The
    Separate Accounts assets are carried in the consolidated statements of
    financial position at fair value based on quoted market prices.

    FINANCIAL LIABILITIES

    The carrying value and fair value of financial liabilities at December 31,
    are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                                    1999                 1998
                                                             ------------------   ------------------
                                                             CARRYING    FAIR     CARRYING    FAIR
                                                              VALUE      VALUE     VALUE      VALUE
                                                             --------   -------   --------   -------
<S>                                                          <C>        <C>       <C>        <C>
    Contractholder funds on investment contracts             $18,587    $17,918   $16,757    $16,509
    Separate Accounts                                         13,857     13,857    10,098     10,098
</TABLE>

    The fair value of contractholder funds on investment contracts is based on
    the terms of the underlying contracts. Reserves on investment contracts with
    no stated maturities (single and flexible premium deferred annuities) are
    valued at the account balance less surrender charges. The fair value of
    immediate annuities and annuities without life contingencies with fixed
    terms is estimated using discounted cash flow calculations based on interest
    rates currently offered for contracts with similar terms and durations.
    Separate Accounts liabilities are carried at the fair value of the
    underlying assets.

    DERIVATIVE FINANCIAL INSTRUMENTS

    Derivative financial instruments include swaps, futures, forwards and
    options, including caps and floors. The Company primarily uses derivative
    financial instruments to reduce its exposure to market risk (principally
    interest rate, equity price and foreign currency risk) and in conjunction
    with asset/liability management, in the Life and Savings segment. The
    Company does not hold or issue these instruments for trading purposes.

                                       18
<PAGE>
    The following table summarizes the contract or notional amount, credit
    exposure, fair value and carrying value of the Company's derivative
    financial instruments at December 31, as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                                                 1999
                                                             --------------------------------------------
                                                                                              CARRYING
                                                             CONTRACT                           VALUE
                                                             /NOTIONAL    CREDIT    FAIR       ASSETS/
                                                              AMOUNT     EXPOSURE   VALUE   (LIABILITIES)
                                                             ---------   --------   -----   -------------
<S>                                                          <C>         <C>        <C>     <C>
    INTEREST RATE CONTRACTS
    Interest rate swap agreements
    Pay floating rate, receive fixed rate                     $  409       $  9     $  7        $  3
    Pay fixed rate, receive floating rate                      1,170         37       37          19
    Pay floating rate, receive floating rate                      71          -        -           -
    Financial futures and forward contracts                    2,466          -       (1)          4
    Interest rate cap and floor agreements                     1,861          4        4           2
                                                              ------       ----     ----        ----
    Total interest rate contracts                              5,977         50       47          28
    EQUITY AND OTHER CONTRACTS
    Options, warrants and financial futures                    1,120        116       99          99
    FOREIGN CURRENCY CONTRACTS
    Foreign currency swap agreements                             535          -       (1)          -
                                                              ------       ----     ----        ----
    Total derivative financial instruments                    $7,632       $166     $145        $127
                                                              ======       ====     ====        ====
</TABLE>

    ($ in millions)

<TABLE>
<CAPTION>
                                                                                 1998
                                                             --------------------------------------------
                                                                                              CARRYING
                                                             CONTRACT                           VALUE
                                                             /NOTIONAL    CREDIT    FAIR       ASSETS/
                                                              AMOUNT     EXPOSURE   VALUE   (LIABILITIES)
                                                             ---------   --------   -----   -------------
<S>                                                          <C>         <C>        <C>     <C>
    INTEREST RATE CONTRACTS
    Interest rate swap agreements
    Pay floating rate, receive fixed rate                     $  474       $ 14     $ 30        $ 24
    Pay fixed rate, receive floating rate                        965          -      (32)        (17)
    Pay floating rate, receive floating rate                      73          -       (1)          -
    Financial futures and forward contracts                      227          -        -           -
    Interest rate cap and floor agreements                     3,049          2        2           3
                                                              ------       ----     ----        ----
    Total interest rate contracts                              4,788         16       (1)         10
    EQUITY AND OTHER CONTRACTS
    Options, warrants and financial futures                      723        205      205         205
    FOREIGN CURRENCY CONTRACTS
    Foreign currency swap agreements                              79          -       (3)         (3)
                                                              ------       ----     ----        ----
    Total derivative financial instruments                    $5,590       $221     $201        $212
                                                              ======       ====     ====        ====
</TABLE>

    CREDIT EXPOSURE INCLUDES THE EFFECTS OF LEGALLY ENFORCEABLE MASTER NETTING
    AGREEMENTS.
    CREDIT EXPOSURE AND FAIR VALUE INCLUDE ACCRUED INTEREST WHERE APPLICABLE.
    CARRYING VALUE IS REPRESENTATIVE OF DEFERRED GAINS AND LOSSES, UNAMORTIZED
    PREMIUM, ACCRUED INTEREST AND/OR UNREALIZED GAINS AND LOSSES DEPENDING ON
    THE ACCOUNTING FOR THE DERIVATIVE FINANCIAL INSTRUMENT.

    The contract or notional amounts are used to calculate the exchange of
    contractual payments under the agreements and are not representative of the
    potential for gain or loss on these agreements.

    Credit exposure represents the Company's potential loss if all of the
    counterparties failed to perform under the contractual terms of the
    contracts and all collateral, if any, became worthless. This exposure is
    measured by the fair value of contracts with a positive fair value at the
    reporting date reduced by the effect, if any, of master netting agreements.

                                       19
<PAGE>
    The Company manages its exposure to credit risk by utilizing highly rated
    counterparties, establishing risk control limits, executing legally
    enforceable master netting agreements and obtaining collateral where
    appropriate. To date, the Company has not incurred any losses on derivative
    financial instruments due to counterparty nonperformance.

    Fair value is the estimated amount that the Company would receive (pay) to
    terminate or assign the contracts at the reporting date, thereby taking into
    account the current unrealized gains or losses of open contracts. Dealer and
    exchange quotes are used to value the Company's derivatives.

    INTEREST RATE SWAP AGREEMENTS involve the exchange, at specified intervals,
    of interest payments calculated by reference to an underlying notional
    amount. The Company generally enters into swap agreements to change the
    interest rate characteristics of existing assets to more closely match the
    interest rate characteristics of the corresponding liabilities.

    The Company did not record any material deferred gains or losses on swaps
    nor realize any material gains or losses on swap terminations in 1999, 1998
    or 1997.

    The Company paid a weighted average floating interest rate of 5.3% and 5.6%
    and received a weighted average fixed interest rate of 7.1% and 6.8% in 1999
    and 1998, respectively. The Company paid a weighted average fixed interest
    rate of 5.7% and 6.5% and received a weighted average floating interest rate
    of 5.0% and 6.0% in 1999 and 1998, respectively.

    FINANCIAL FUTURES AND FORWARD CONTRACTS are commitments to either purchase
    or sell designated financial instruments at a future date for a specified
    price or yield. They may be settled in cash or through delivery. As part of
    its asset/liability management, the Company generally utilizes futures and
    forward contracts to manage its market risk related to fixed income
    securities, equity securities, certain annuity contracts and anticipatory
    investment purchases and sales. Futures and forwards used as hedges of
    anticipatory transactions pertain to identified transactions which are
    probable to occur and are generally completed within 90 days. Futures
    contracts have limited off-balance-sheet credit risk as they are executed on
    organized exchanges and require security deposits, as well as the daily cash
    settlement of margins.

    INTEREST RATE CAP AND FLOOR AGREEMENTS give the holder the right to receive
    at a future date, the amount, if any, by which a specified market interest
    rate exceeds the fixed cap rate or falls below the fixed floor rate, applied
    to a notional amount. The Company purchases interest rate cap and floor
    agreements to reduce its exposure to rising or falling interest rates
    relative to certain existing assets and liabilities in conjunction with
    asset/liability management.

    EQUITY-INDEXED OPTION CONTRACTS AND EQUITY-INDEXED FINANCIAL FUTURES provide
    returns based on a specified equity index applied to the instrument's
    notional amount. The Company utilizes these instruments to achieve equity
    appreciation, to reduce the market risk associated with certain annuity
    contracts and for other risk management purposes. Where required,
    counterparties post collateral to minimize credit risk.

    DEBT WARRANTS provide the right to purchase a specified new issue of debt at
    a predetermined price. The Company purchases debt warrants to protect
    against long-term call risk.

    FOREIGN CURRENCY CONTRACTS involve the future exchange or delivery of
    foreign currency on terms negotiated at the inception of the contract. The
    Company enters into these agreements primarily to manage the currency risk
    associated with investing in securities and issuing obligations which are
    denominated in foreign currencies.

    Market risk is the risk that the Company will incur losses due to adverse
    changes in market rates and prices. Market risk exists for all of the
    derivative financial instruments that the Company currently holds, as these
    instruments may become less valuable due to adverse changes in market
    conditions. The Company mitigates this risk through established risk control
    limits set by senior management. In addition, the change in the value of the
    Company's derivative financial instruments designated as hedges is generally
    offset by the change in the value of the related assets and liabilities.

    OFF-BALANCE-SHEET FINANCIAL INSTRUMENTS

    A summary of the contractual amounts and fair values of off-balance-sheet
    financial instruments at December 31, follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                                     1999                  1998
                                                              -------------------   -------------------
                                                              CONTRACTUAL   FAIR    CONTRACTUAL   FAIR
                                                                AMOUNT      VALUE     AMOUNT      VALUE
                                                              -----------   -----   -----------   -----
<S>                                                           <C>           <C>     <C>           <C>
    Commitments to invest                                         $28          -        $34          -
    Commitments to extend mortgage loans                           95          1         87          1
    Credit guarantees                                              89          -         93          -
</TABLE>

                                       20
<PAGE>
    Except for credit guarantees, the contractual amounts represent the amount
    at risk if the contract is fully drawn upon, the counterparty defaults and
    the value of any underlying security becomes worthless. Unless noted
    otherwise, the Company does not require collateral or other security to
    support off-balance-sheet financial instruments with credit risk.

    Commitments to invest generally represent commitments to acquire financial
    interests or instruments. The Company enters into these agreements to allow
    for additional participation in certain limited partnership investments.
    Because the equity investments in the limited partnerships are not actively
    traded, it is not practicable to estimate the fair value of these
    commitments.

    Commitments to extend mortgage loans are agreements to lend to a borrower
    provided there is no violation of any condition established in the contract.
    The Company enters these agreements to commit to future loan fundings at
    predetermined interest rates. Commitments generally have fixed expiration
    dates or other termination clauses. Commitments to extend mortgage loans,
    which are secured by the underlying properties, are valued based on
    estimates of fees charged by other institutions to make similar commitments
    to similar borrowers.

    Credit guarantees written represent conditional commitments to exchange
    identified AAA or AA rated credit risk for identified A rated credit risk
    upon bankruptcy or other event of default of the referenced credits. The
    Company receives fees, which are reported in net investment income over the
    lives of the commitments, for assuming the referenced credit risk. The
    Company enters into these transactions in order to achieve higher yields
    than if the referenced credits were directly owned.

    The Company's maximum amount at risk, assuming bankruptcy or other default
    of the referenced credits and the value of the referenced credits becomes
    worthless, is the fair value of the identified AAA or AA rated securities.
    The identified AAA or AA rated securities had a fair value of $88 million at
    December 31, 1999. The Company includes the impact of credit guarantees in
    its analysis of credit risk, and the referenced credits were current with
    respect to their contractual terms at December 31, 1999

 6.  DEFERRED POLICY ACQUISITION COSTS

    Certain costs of acquiring business which were deferred and amortized for
    the years ended December 31, 1999 and 1998 are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                               1999     1998
YEAR ENDED DECEMBER 31:                                       ------   ------
<S>                                                           <C>      <C>
    Balance, beginning of year                                $2,195   $1,992
    Acquisition costs deferred                                   677      666
    Amortization charged to income                              (366)    (343)
    Adjustment from unlocking                                    (43)     (69)
    Effect on DPAC from unrealized gains/(losses)                231      (50)
    Foreign currency translation                                   1       (1)
                                                              ------   ------
    Balance, end of year                                      $2,695   $2,195
                                                              ======   ======
</TABLE>

 7.  INSURANCE LIABILITIES

    At December 31, the reserve for life-contingent contract benefits consists
    of the following:

    ($ in millions)

<TABLE>
<CAPTION>
                                                               1999     1998
                                                              ------   ------
<S>                                                           <C>      <C>
    Immediate annuities:
    Structured settlement annuities                           $4,254   $4,694
    Other immediate annuities                                  1,513    1,669
    Traditional life                                           1,267    1,125
    Other                                                        114      113
                                                              ------   ------
    Total reserve for life-contingent contract benefits       $7,148   $7,601
                                                              ======   ======
</TABLE>

    The assumptions for mortality generally utilized in calculating reserves
    include, the U.S. population with projected calendar year improvements and
    age setbacks for impaired lives for structured settlement annuities; the
    1983 group

                                       21
<PAGE>
    annuity mortality table for other immediate annuities; and actual Company
    experience plus a provision for adverse deviation for traditional life.
    Interest rate assumptions vary from 3.5% to 11.7% for immediate annuities
    and 4.0% to 11.3% for traditional life. Other estimation methods used
    include the present value of contractually fixed future benefits for
    structured settlement annuities, the present value of expected future
    benefits based on historical experience for other immediate annuities and
    the net level premium reserve method using the Company's withdrawal
    experience rates for traditional life.

    Premium deficiency reserves are established, if necessary, and have been
    recorded for certain immediate annuities with life contingencies, to the
    extent the unrealized gains on fixed income securities would result in a
    premium deficiency had those gains actually been realized. A liability of
    $65 million and $933 million is included in the reserves for life-contingent
    contract benefits with respect to this deficiency for the years ended
    December 31, 1999 and 1998, respectively. The decrease in this liability in
    1999 reflects declines in unrealized capital gains on fixed income
    securities.

    At December 31, contractholder funds consists of the following:

    ($ in millions)

<TABLE>
<CAPTION>
                                                               1999      1998
                                                              -------   -------
<S>                                                           <C>       <C>
    Interest-sensitive life                                   $ 5,036   $ 4,395
    Fixed annuities:
    Immediate annuities                                         1,748     1,641
    Deferred annuities                                         12,695    10,874
    Guaranteed investment contracts                             2,953     3,233
    Other investment contracts                                  1,563       990
                                                              -------   -------
    Total contractholder funds                                $23,995   $21,133
                                                              =======   =======
</TABLE>

    Contractholder funds are equal to deposits received, net of commissions, and
    interest credited to the benefit of the contractholder less withdrawals,
    mortality charges and administrative expenses. Interest rates credited range
    from 4.0% to 8.5% for interest-sensitive life contracts; 3.5% to 10.0% for
    immediate annuities; 1.6% to 26.2% for deferred annuities (which include
    equity-indexed annuities that are hedged, see Note 2 and Note 5); 4.9% to
    9.9% for guaranteed investment contracts and 5.3% to 6.6% for other
    investment contracts. Withdrawal and surrender charge protection includes i)
    for interest-sensitive life, either a percentage of account balance or
    dollar amount grading off generally over 20 years; and, ii) for deferred
    annuities not subject to a market value adjustment, either a declining or a
    level percentage charge generally over nine years or less. Approximately 10%
    of deferred annuities are subject to a market value adjustment.

    PROPERTY-LIABILITY CONTRACTS

    For the Property-Liability segment, the Company establishes reserves for
    claims and claims expense on reported and unreported claims of insured
    losses. These reserve estimates are based on known facts and interpretation
    of circumstances, including the Company's experience with similar cases and
    historical trends involving claim payment patterns, loss payments, pending
    levels of unpaid claims and product mix, as well as other factors including
    court decisions, economic conditions and public attitudes. The effects of
    inflation are implicitly considered in the reserving process.

    The establishment of appropriate reserves, including reserves for
    catastrophes, is an inherently uncertain process. The Company regularly
    updates its reserve estimates as new facts become known and further events
    occur which may impact the resolution of unsettled claims. Changes in prior
    year reserve estimates, which may be material, are reflected in the results
    of operations in the period such changes are determinable.

                                       22
<PAGE>
    Activity in the reserve for property-liability insurance claims and claims
    expense is summarized as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                              1999   1998   1997
                                                              ----   ----   ----
<S>                                                           <C>    <C>    <C>
    Balance at January 1                                      $313   $348   $387
    Less reinsurance recoverables                               20     16     15
                                                              ----   ----   ----
    Net balance at January 1                                   293    332    372
    Incurred claims and claims expense related to:
    Current year                                               247    233    227
    Prior years                                                (25)   (38)   (48)
                                                              ----   ----   ----
    Total incurred                                             222    195    179
    Claims and claims expense paid related to:
    Current year                                               144    148    129
    Prior years                                                 73     64     73
                                                              ----   ----   ----
    Total paid                                                 217    212    202
    Foreign currency translation adjustment                     17    (22)   (17)
                                                              ----   ----   ----
    Net balance at December 31                                 315    293    332
    Plus reinsurance recoverables                               53     20     16
                                                              ----   ----   ----
    Balance at December 31                                    $368   $313   $348
                                                              ====   ====   ====
</TABLE>

    Incurred claims and claims expense represents the sum of paid losses and
    reserve changes in the calendar year. This expense includes losses from
    catastrophes of $6 million, $31 million and $6 million in 1999, 1998 and
    1997, respectively. A "catastrophe" is defined by the Company as an event
    that produces pretax losses before reinsurance in excess of $1 million, and
    involves multiple first party policyholders. Catastrophes are an inherent
    risk of the property-liability insurance business and could contribute to
    material year-to-year fluctuations in the Company's results of operations
    and financial position.

    The level of catastrophe loss experienced in any year cannot be predicted
    and could be material to results of operations and financial position.
    Catastrophe exposures for AICC primarily comprise wind, hail, earthquakes,
    and ice. The major areas in Canada with exposure to potential earthquake
    losses include areas surrounding faults in British Columbia and Quebec. The
    Company continues to evaluate alternative business strategies to more
    effectively manage its exposure to catastrophe losses in these and other
    areas.

    Management believes that the reserve for claims and claims expense, net of
    reinsurance recoverables, at December 31, 1999 and 1998 is appropriately
    established in the aggregate and adequate to cover the ultimate net cost of
    reported and unreported claims arising from losses which had occurred by
    that date.

    The Property-Liability segment has exposure to environmental, asbestos and
    other mass tort claims that stem principally from commercial business
    written from 1972 through 1985, including substantial general liabilities on
    Canadian Fortune 500 equivalent companies. Reserves for environmental claims
    were $4 million, net of reinsurance recoverables of $2 million, and $3
    million at December 31, 1999 and 1998, respectively. Reserves for asbestos
    claims were $2 million and $2 million at December 31, 1999 and 1998,
    respectively.

    Management believes its net loss reserves for environmental, asbestos and
    other mass tort claims are appropriately established based on available
    facts, technology, laws and regulations. However, due to the risks inherent
    in major litigation and other uncertainties, the ultimate cost of these
    claims may vary materially from the amounts currently recorded, resulting in
    an increase in the loss reserves. In addition, while the Company believes
    improved actuarial techniques and databases have assisted in its ability to
    estimate environmental, asbestos and other mass tort net loss reserves,
    these refinements may subsequently prove to be inadequate indicators of the
    extent of probable loss. Due to the uncertainties and factors described
    above, management believes it is not practicable to develop a meaningful
    range for any such additional net loss reserves that may be required.

 8.  REINSURANCE

     The Company purchases reinsurance to limit aggregate and single losses on
     large risks. The Company continues to have primary liability as a direct
     insurer for risks reinsured. Estimating amounts of reinsurance recoverable
     is impacted by the

                                       23
<PAGE>
     uncertainties involved in the establishment of loss reserves. Failure of
     reinsurers to honor their obligations could result in losses to the
     Company.

    The Company's Life and Savings' segment assumes risk from, and reinsures
    certain of its risks to other reinsurers under yearly renewable term,
    coinsurance, and modified coinsurance agreements. Yearly renewable term and
    coinsurance agreements result in the passing of a portion of the risk to the
    reinsurer. Generally, the reinsurer receives a proportionate amount of the
    premiums less commissions and is liable for a corresponding proportionate
    amount of all benefit payments. Modified coinsurance is similar to
    coinsurance except that the cash and investments that support the liability
    for contract benefits are not transferred to the assuming company, and
    settlements are made on a net basis between the companies.

    The Company cedes 90% of the mortality risk on certain term life policies to
    a pool of ten reinsurers. Beginning in November, 1998, the Company cedes
    mortality risk on new business in excess of $2 million per life for
    individual coverage. For business sold prior to October, 1998, the Company
    ceded mortality risk in excess of $1 million per life for individual life.
    As of December 31, 1999 $102.15 billion of life insurance in force was ceded
    to other companies.

    During 1998, the Company entered into an administrative services agreement
    with respect to a block of variable annuity contracts. Pursuant to the terms
    of the agreement, the Company is to provide insurance contract
    administration and financial services. As part of the agreement, the Company
    assumed via coinsurance 100% of the general account portion of these
    contracts (85% for business written in New York) with an aggregate account
    value of $32 million as of December 31, 1999. The Company paid $65 million,
    which was capitalized as present value of future profits and will be
    subsequently amortized into income over 20 years, for the right to receive
    future contract charges and fees on the block of variable annuity contracts,
    which has an aggregate account value of $1.77 billion as of December 31,
    1999. During 1999, the Company earned contract charges and fees assessed to
    contractholders' fund balances of $15 million.

    The Company's Property-Liability segment cedes certain of its risks to AIC
    under excess of loss reinsurance agreements. These agreements provide that
    for certain premiums, the Company will be reimbursed by AIC for losses in
    excess of predetermined amounts. See Note 4 "Related Parties" for more
    information on these agreements. The Property-Liability segment also ceded
    certain commercial business risks under excess of loss agreements to third
    party reinsurers. Although the Company stopped writing commercial business
    in 1992, related claims continue to be submitted and settlements are
    pending.

    The Company has entered into reinsurance agreements in conjunction with the
    disposition of certain blocks of business.

    Amounts recoverable from reinsurers are estimated based upon assumptions
    consistent with those used in establishing the liabilities related to the
    underlying reinsured contracts. Management believes the recoverables are
    appropriately established. No single reinsurer has a material obligation to
    the Company nor is the Company's business substantially dependent upon any
    reinsurance contract.

                                       24
<PAGE>
    The effects of reinsurance on premiums written and earned for the years
    ended December 31, are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                               1999     1998     1997
                                                              ------   ------   ------
<S>                                                           <C>      <C>      <C>
    LIFE AND ANNUITY PREMIUMS
    Direct                                                    $1,042   $1,043   $1,032
    Assumed                                                       37       24      117
    Ceded                                                       (241)    (178)    (194)
                                                              ------   ------   ------
    Life insurance premiums, net of reinsurance               $  838   $  889   $  955
                                                              ======   ======   ======
    LIFE AND ANNUITY CONTRACT CHARGES
    Direct                                                    $  706   $  625   $  547
    Assumed                                                       17        5        -
    Ceded                                                          -        -        -
                                                              ------   ------   ------
    Life insurance contract charges, net of reinsurance       $  723   $  630   $  547
                                                              ======   ======   ======
    PROPERTY-LIABILITY PREMIUMS WRITTEN
    Direct                                                    $  317   $  280   $  276
    Assumed                                                        1        1        -
    Ceded                                                         (3)      (1)      (3)
                                                              ------   ------   ------
    Property-Liability premiums written, net of reinsurance   $  315   $  280   $  273
                                                              ======   ======   ======
    PROPERTY-LIABILITY PREMIUMS EARNED
    Direct                                                    $  291   $  268   $  278
    Assumed                                                        1        1        -
    Ceded                                                         (3)      (1)      (3)
                                                              ------   ------   ------
    Property-Liability premiums earned, net of reinsurance    $  289   $  268   $  275
                                                              ======   ======   ======
</TABLE>

    Reinsurance recoverables in the Company's consolidated statements of
    financial position, at December 31, were as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                              1999   1998
                                                              ----   ----
<S>                                                           <C>    <C>
    Life and Savings                                          $434   $230
    Property-Liability                                          61     24
                                                              ----   ----
    Total                                                     $495   $254
                                                              ====   ====
</TABLE>

 9.  CORPORATION RESTRUCTURING

     On November 10, 1999 the Corporation announced a series of strategic
     initiatives to aggressively expand its selling and service capabilities.
     The Corporation also announced that it is implementing a program to reduce
     expenses by approximately $600 million. The reduction will result in the
     elimination of approximately 4,000 current non-agent positions, across all
     employment grades and categories by the end of 2000, or approximately 10%
     of the Corporation's non-agent work force. The impact of the reduction in
     employee positions is not expected to materially impact the results of
     operations of the Company.

    These cost reductions are part of a larger initiative to redeploy the cost
    savings to finance new initiatives including investments in direct access
    and internet channels for new sales and service capabilities, new
    competitive pricing and underwriting techniques, new agent and claim
    technology and enhanced marketing and advertising. As a result of the cost
    reduction program, the Corporation recorded restructuring and related
    charges of $81 million pretax during the fourth quarter of 1999. The
    Corporation anticipates that additional pretax restructuring related charges
    of approximately $100 million will be expensed as incurred throughout 2000.
    The Company's allocable share of these expenses were immaterial in 1999 and
    are expected to be immaterial in 2000.

                                       25
<PAGE>
10.  COMMITMENTS AND CONTINGENT LIABILITIES

     LEASES

    The Company leases certain office facilities and computer equipment. Total
    rent expense for all leases was $16 million, $18 million and $13 million in
    1999, 1998 and 1997, respectively.

    Minimum rental commitments under noncancelable operating leases with an
    initial or remaining term of more than one year as of December 31, are as
    follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                             1999
                                                             ----
<S>                                                          <C>
    2000                                                     $ 5
    2001                                                       4
    2002                                                       3
    2003                                                       2
    2004                                                       1
                                                             ---
                                                             $15
                                                             ===
</TABLE>

    SHARED MARKETS

    As a condition of its license to do business in various Canadian provinces,
    AICC is required to participate in mandatory property-liability shared
    market mechanisms or pooling arrangements, which provide various insurance
    coverages to individuals or other entities that otherwise are unable to
    purchase such coverage voluntarily from private insurers. Underwriting
    results related to these organizations have been immaterial to the results
    of operations.

    GUARANTY FUNDS

    Under state insurance guaranty fund laws, insurers doing business in a state
    can be assessed, up to prescribed limits, for certain obligations of
    insolvent insurance companies to policyholders and claimants. The Company's
    expenses related to these funds have been immaterial.

    REGULATION AND LEGAL PROCEEDINGS

    The Company's business is subject to the effects of a changing social,
    economic and regulatory environment. Public and regulatory initiatives have
    varied and have included employee benefit regulation, controls on medical
    care costs, removal of barriers preventing banks from engaging in the
    securities and insurance business, tax law changes affecting the taxation of
    insurance companies, the tax treatment of insurance products and its impact
    on the relative desirability of various personal investment vehicles, and
    proposed legislation to prohibit the use of gender in determining insurance
    rates and benefits. The ultimate changes and eventual effects, if any, of
    these initiatives are uncertain.

    From time to time the Company is involved in pending and threatened
    litigation in the normal course of business in which claims for monetary
    damages are asserted. In the opinion of management, the ultimate
    responsibility, if any, arising from such pending or threatened litigation
    is not expected to have a material effect on the results of operations,
    liquidity or financial position of the Company.

    MARKETING AND COMPLIANCE ISSUES

    Companies operating in the insurance and financial services markets have
    come under the scrutiny of regulators with respect to market conduct and
    compliance issues. Under certain circumstances, companies have been held
    responsible for providing incomplete or misleading sales materials and for
    replacing existing policies with policies that were less advantageous to the
    policyholder. The Company monitors its sales materials and enforces
    compliance procedures to mitigate any exposure to potential litigation. The
    Company's life insurance subsidiaries are members of the Insurance
    Marketplace Standards Association, an organization which advocates ethical
    market conduct.

11.  INCOME TAXES

     Eligible domestic subsidiaries of the Company (the "Allstate Life Group")
     join with the Corporation (the "Allstate Group") in the filing of a
     consolidated federal income tax return and are party to a federal income
     tax allocation agreement (the "Allstate Tax Sharing Agreement"). Under the
     Allstate Tax Sharing Agreement, the Allstate Life Group pays to or receives
     from the Corporation the amount, if any, by which the Allstate Group's
     federal income tax liability is affected by virtue of inclusion of the
     Allstate Life Group in the consolidated federal income tax return.
     Effectively, this

                                       26
<PAGE>
     results in the Allstate Life Group's annual income tax provision being
     computed, with adjustments, as if the Allstate Life Group filed a separate
     return. Foreign subsidiaries of the Company file a tax return in their
     respective country.

    Prior to June 30, 1995, the Corporation was a subsidiary of Sears Roebuck &
    Co. ("Sears") and, with its eligible domestic subsidiaries, was included in
    the Sears consolidated federal income tax return and federal income tax
    allocation agreement. Effective June 30, 1995, the Corporation and Sears
    entered into a new tax sharing agreement, which governs their respective
    rights and obligations with respect to federal income taxes for all periods
    during which the Corporation was a subsidiary of Sears, including the
    treatment of audits of tax returns for such periods.

    The Internal Revenue Service ("IRS") has completed its review of the
    Corporation's federal income tax returns through the 1993 tax year. Any
    adjustments that may result from IRS examinations of tax returns are not
    expected to have a material impact on the financial position, liquidity or
    results of operations of the Company.

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

    ($ in millions)

<TABLE>
<CAPTION>
                                                              1999     1998
                                                              -----   -------
<S>                                                           <C>     <C>
    DEFERRED ASSETS
    Life and annuity reserves                                 $ 606   $   589
    Other assets                                                 86       115
                                                              -----   -------
    Total deferred assets                                       692       704
    DEFERRED LIABILITIES
    Deferred policy acquisition costs                          (722)     (665)
    Unrealized net capital gains                               (119)     (463)
    Other liabilities                                           (22)      (28)
                                                              -----   -------
    Total deferred liabilities                                 (863)   (1,156)
                                                              -----   -------
    Net deferred liability                                    $(171)  $  (452)
                                                              =====   =======
</TABLE>

    The components of income tax expense for the year ended December 31, are as
    follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                              1999   1998   1997
                                                              ----   ----   ----
<S>                                                           <C>    <C>    <C>
    Current                                                   $213   $282   $272
    Deferred                                                    57     28     12
                                                              ----   ----   ----
    Total income tax expense                                  $270   $310   $284
                                                              ====   ====   ====
</TABLE>

    The Company paid income taxes of $198 million, $284 million, and $180
    million in 1999, 1998 and 1997, respectively. The Company had a current
    income tax liability of $36 million and $24 million at December 31, 1999 and
    1998, respectively.

    A reconciliation of the statutory federal income tax rate to the effective
    income tax rate on income from operations for the year ended December 31, is
    as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                              1999    1998    1997
                                                              -----   -----   -----
<S>                                                           <C>     <C>     <C>
    Statutory federal income tax rate                         35.0%   35.0%   35.0%
    Dividends received deduction                               (1.3)   (1.0)    (.4)
    Other                                                        .9     1.8      .9
                                                              -----   -----   -----
    Effective income tax rate                                 34.6%   35.8%   35.5%
                                                              =====   =====   =====
</TABLE>

    Prior to January l, 1984, the Company was entitled to exclude certain
    amounts from taxable income and accumulate such amounts in a "policyholder
    surplus" account. The balance in this account at December 31, 1999,
    approximately $94 million, will result in federal income taxes payable of
    $33 million if distributed by the Company. No provision for taxes has been
    made as the Company has no plan to distribute amounts from this account. No
    further additions to the account have been permitted since the Tax Reform
    Act of 1984.

                                       27
<PAGE>
12.  PREFERRED STOCK

     The Company has issued two series of non-voting, redeemable preferred
     stock. Series A preferred stock was issued to a subsidiary of AIC, while
     Series B preferred stock was issued directly to AIC. Both series of
     preferred stock are redeemable at the option of the Company at any time
     five years after the issuance date at a price of $100 per share plus
     cumulative accrued and unpaid dividends. If the Company is liquidated or
     dissolved, holders of the preferred stock will be entitled to payments of
     $100 per share plus cumulative accrued and unpaid dividends.

    For Series A preferred stock, the Company's Board of Directors declare and
    pay a cash dividend from time to time, but not more frequently than
    quarterly. The dividend is based on the three month LIBOR rate. Dividends of
    $4 million, $3 million and $2 million were paid during 1999, 1998, and 1997,
    respectively. Accrued and unpaid dividends were $349 thousand on Series A
    preferred stock at December 31, 1999.

    For Series B preferred stock, cash dividends of 6.9% per annum are payable
    annually in arrears on the last business day of each year to the shareholder
    of record on the immediately preceding business day. Dividends of
    $8 million were paid in 1999, 1998 and 1997. There were no accrued and
    unpaid dividends for Series B preferred stock at December 31, 1999.

13.  STATUTORY FINANCIAL INFORMATION

     The following table reconciles consolidated net income for the year ended
     December 31, and shareholder's equity at December 31, as reported herein in
     conformity with generally accepted accounting principles with combined
     statutory net income and capital and surplus of ALIC and its domestic
     subsidiaries, determined in accordance with statutory accounting practices
     prescribed or permitted by insurance regulatory authorities:

    ($ in millions)

<TABLE>
<CAPTION>
                                                                                      SHAREHOLDER'S
                                                                  NET INCOME             EQUITY
                                                             ---------------------   ---------------
                                                             1999    1998    1997     1999     1998
                                                             -----   -----   -----   ------   ------
<S>                                                          <C>     <C>     <C>     <C>      <C>
    Balance per generally accepted accounting principles     $ 511   $ 556   $ 517   $4,574   $4,792
    Undistributed net income of certain subsidiaries            (5)     (8)    (11)    (196)    (179)
    Unrealized gain/loss on fixed income securities              -       -       -     (284)  (2,336)
    Deferred policy acquisition costs                         (262)   (254)   (218)  (2,675)  (2,181)
    Deferred income taxes                                      104      35      51      192      469
    Employee benefits                                            1      (6)     (6)     (11)      (4)
    Reserves and non-admitted assets                           (72)     60      70    1,441    1,972
    Other                                                       27       3     (33)    (471)    (108)
                                                             -----   -----   -----   ------   ------
    Balance per statutory accounting practices               $ 304   $ 386   $ 370   $2,570   $2,425
                                                             =====   =====   =====   ======   ======
</TABLE>

    AICC is a foreign subsidiary of the Company; accordingly, its net income is
    not included in the statutory basis net income of the Company. However, the
    Company's investment in AICC is reflected in the statutory capital and
    surplus of the Company.

    PERMITTED STATUTORY ACCOUNTING PRACTICES

    ALIC and each of its domestic subsidiaries prepare their statutory financial
    statements in accordance with accounting practices prescribed or permitted
    by the insurance department of the applicable state of domicile. Prescribed
    statutory accounting practices include a variety of publications of the
    National Association of Insurance Commissioners ("NAIC"), as well as state
    laws, regulations and general administrative rules. Permitted statutory
    accounting practices encompass all accounting practices not so prescribed.
    Certain domestic subsidiaries of the Company follow permitted statutory
    accounting practices which differ from those prescribed by regulatory
    authorities. The use of such permitted statutory accounting practices does
    not have a significant impact on statutory surplus or statutory net income.

    The NAIC's codification initiative has produced a comprehensive guide of
    revised statutory accounting principles, which the Company will implement in
    January 1, 2001. The requirements are not expected to have a material impact
    on the statutory surplus of ALIC and its domestic subsidiaries.

                                       28
<PAGE>
    DIVIDENDS

    The ability of ALIC to pay dividends is dependent on business conditions,
    income, cash requirements of ALIC, receipt of dividends from its
    subsidiaries and other relevant factors. The payment of shareholder
    dividends by ALIC to AIC without the prior approval of the state insurance
    regulator is limited to formula amounts based on net income and capital and
    surplus, determined in accordance with statutory accounting practices, as
    well as the timing and amount of dividends paid in the preceding twelve
    months.

    In the twelve month period beginning January 1, 1999, ALIC paid dividends of
    $100 million. Based on 1999 ALIC statutory net income, the maximum amount of
    dividends ALIC will be able to pay under Illinois insurance law without the
    approval of Illinois Department of Insurance during 2000 is $267 million.

    RISK-BASED CAPITAL

    The NAIC has a standard for assessing the solvency of domestic insurance
    companies, which is referred to as risk-based capital ("RBC"). The
    requirement consists of a formula for determining each insurer's RBC and a
    model law specifying regulatory actions if an insurer's RBC falls below
    specified levels. The RBC formula for life insurance companies establishes
    capital requirements relating to insurance, business, asset and interest
    rate risks. At December, 31 1999, RBC for each of the Company's domestic
    insurance subsidiaries was significantly above levels that would require
    regulatory action.

14.  BENEFIT PLANS

    PENSION AND OTHER POSTRETIREMENT PLANS

    Defined benefit pension plans, sponsored by AIC, cover domestic full-time
    employees and certain part-time employees. Benefits under the pension plans
    are based upon the employee's length of service, average annual compensation
    and estimated social security retirement benefits. AIC's funding policy for
    the pension plans is to make annual contributions in accordance with
    accepted actuarial cost methods. The cost (benefit) to the Company included
    in net income was $(1) million, $9 million, and $8 million for the pension
    plans in 1999, 1998, 1997, respectively.

    AIC also provides certain health care and life insurance benefits for
    retired employees. Qualified employees may become eligible for these
    benefits if they retire in accordance with AIC's established retirement
    policy and are continuously insured under AIC's group plans or other
    approved plans for ten or more years prior to retirement. AIC shares the
    cost of the retiree medical benefits with retirees based on years of
    service, with AIC's share being subject to a 5% limit on annual medical cost
    inflation after retirement. AIC's postretirement benefit plans currently are
    not funded. AIC has the right to modify or terminate these plans. The cost
    to the Company included in net income was $1 million, $3 million and $3
    million for postretirement benefits other than pension plans in 1999, 1998,
    and 1997 respectively.

    AICC has its own defined benefit pension plans which cover its full-time
    employees and certain part-time employees. Benefits under the pension plans
    are based upon the employee's length of service, average annual compensation
    and estimated social security retirement benefits. AICC's funding policy for
    the pension plans is to make annual contributions in accordance with
    accepted actuarial cost methods. The net periodic benefit cost (benefit) for
    AICC pension plans was $1 million, $(1) million and $(1) million for the
    years ended December 31, 1999, 1998, and 1997, respectively. The projected
    benefit obligation for the AICC pension plans was $108 million and $107
    million at December 31, 1999 and 1998, respectively. The fair value of
    pension plan assets supporting the projected benefit obligation was $130
    million and $123 million at December 31, 1999 and 1998, respectively.

    AICC also provides certain health care and life insurance benefits for
    retired employees. Qualified employees may become eligible for these
    benefits if they retire in accordance with AICC's established retirement
    policy and are continuously insured under AICC's group plans or other
    approved plans for ten or more years prior to retirement. AICC pays the cost
    of the retiree medical benefits not provided by the government plans. AICC's
    postretirement benefit plans are currently not funded. AICC has the right to
    modify or terminate these plans. The net periodic benefit cost for AICC's
    postretirement plans was $2 million for the years ended December 31, 1999,
    1998, and 1997, respectively. The projected benefit obligation for the AICC
    postretirement plans was $16 million and $17 million at December 31, 1999
    and 1998, respectively.

    PROFIT SHARING FUND

    Employees of the Corporation and its domestic subsidiaries, including the
    Company are also eligible to become members of The Savings and Profit
    Sharing Fund of Allstate Employees ("Allstate Plan"). The Corporation's
    contributions are based on the Corporation's matching obligation and
    performance.

                                       29
<PAGE>
    The Company paid $4 million, $12 million and $3 million in 1999, 1998 and
    1997, respectively for profit sharing.

    Employees of AICC participate in the Allstate Canada Employees' Profit
    Sharing Program ("Allstate Canada Plan"). The Allstate Canada Plan is a cash
    plan based on AICC's performance as well as the employees' level of
    performance and length of service.

    Profit sharing expense under the Allstate Canada Plan was $1 million,
    $2 million, and $3 million in 1999, 1998, and 1997, respectively.

15.  BUSINESS SEGMENTS

     The Company's management is organized around products and services, and
     this structure was considered in identifying its two reportable segments.
     These segments and their respective operations are as follows:

    Life and Savings markets a broad line of life and savings products primarily
    in the United States. Life insurance products primarily include traditional
    life, including term and whole-life, and interest-sensitive life insurance.
    Savings products consist of fixed annuity products, including indexed,
    market value adjusted and immediate annuities, as well as variable
    annuities. Revenues generated outside the United States were immaterial with
    respect to Life and Savings' total revenue for the years ended December 31,
    1999, 1998 and 1997, respectively. The Company evaluates the results of this
    segment based upon invested asset growth, face amounts of policies in force
    and net income.

    Property-Liability sells primarily private passenger auto and homeowners
    insurance to individuals in Canada. The Company evaluates the results of
    this segment based upon premium growth and underwriting results.

    Management reviews assets at the Life and Savings and Property-Liability
    levels for decision making purposes.

    The accounting policies of the business segments are the same as those
    described in Note 2. The effects of certain intersegment transactions are
    excluded from segment performance evaluation and therefore eliminated in the
    segment results.

    Summarized revenue data for each of the Company's business segments for the
    year ended December 31, are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                               1999      1998      1997
                                                              ------   --------   ------
<S>                                                           <C>      <C>        <C>
    REVENUES
    LIFE AND SAVINGS
    Premiums                                                  $  838   $    889   $  955
    Contract charges                                             723        630      547
    Net investment income                                      2,239      2,113    2,074
    Realized capital gains and losses                            192        323      194
                                                              ------   --------   ------
    Total Life and Savings                                     3,992      3,955    3,770

    PROPERTY-LIABILITY
    Premiums earned                                              289        268      275
    Net investment income                                         26         26       44
    Realized capital gains and losses                              3          9       (2)
                                                              ------   --------   ------
    Total Property-Liability                                     318        303      317
                                                              ------   --------   ------
    Consolidated                                              $4,310   $  4,258   $4,087
                                                              ======   ========   ======
</TABLE>

                                       30
<PAGE>
    Summarized financial performance data for each of the Company's reportable
    segments for the year ended December 31, are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                               1999     1998     1997
                                                              ------   ------   ------
<S>                                                           <C>      <C>      <C>
    NET INCOME FROM OPERATIONS
    LIFE AND SAVINGS
    Premiums                                                  $  838   $  889   $  955
    Contract charges                                             723      630      547
    Net investment income                                      2,239    2,113    2,074
    Realized capital gains and losses                            192      323      194
    Contract benefits                                          1,251    1,225    1,239
    Interest credited                                          1,260    1,190    1,167
    Operating costs and expenses                                 712      702      619
                                                              ------   ------   ------
    Life and Savings income from operations before income
    taxes                                                        769      838      745
    PROPERTY-LIABILITY
    Underwriting income (loss)                                   (17)      (7)      14
    Net investment income                                         26       26       44
    Realized capital gains and losses                              3        9       (2)
                                                              ------   ------   ------
    Property-Liability income from operations before income
    taxes                                                         12       28       56
                                                              ------   ------   ------
    Consolidated                                              $  781   $  866   $  801
                                                              ======   ======   ======
</TABLE>

    Additional significant financial performance data for each of the Company's
    reportable segments for the year ended December 31, are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                              1999   1998   1997
                                                              ----   ----   ----
<S>                                                           <C>    <C>    <C>
    AMORTIZATION OF DEFERRED POLICY ACQUISITION COSTS
    Life and Savings                                          $367   $377   $298
    Property-Liability                                          42     35     35
                                                              ----   ----   ----
    Consolidated                                              $409   $412   $333
                                                              ====   ====   ====
    INCOME TAX EXPENSE
    Life and Savings                                          $265   $298   $257
    Property-Liability                                           5     12     27
                                                              ----   ----   ----
    Consolidated                                              $270   $310   $284
                                                              ====   ====   ====
</TABLE>

    Capital expenditures for long-lived assets are generally made by AIC. A
    portion of the long-lived assets are leased by entities included in the Life
    and Savings and Property-Liability segments.

                                       31
<PAGE>
    Summarized data for total assets and investments for each of the Company's
    reportable segments as of December 31, are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                                               1999      1998
                                                              -------   -------
<S>                                                           <C>       <C>
    AT DECEMBER 31,
    ASSETS
    Life and Savings                                          $50,463   $44,926
    Property-Liability                                            710       614
                                                              -------   -------
    Consolidated                                              $51,173   $45,540
                                                              =======   =======
    INVESTMENTS
    Life and Savings                                          $32,879   $31,749
    Property-Liability                                            530       479
                                                              -------   -------
    Consolidated                                              $33,409   $32,228
                                                              =======   =======
</TABLE>

16.  OTHER COMPREHENSIVE INCOME

     The components of other comprehensive income on a pretax and after-tax
     basis for the year ended December 31, are as follows:

    ($ in millions)

<TABLE>
<CAPTION>
                                           1999                              1998                              1997
                              -------------------------------   -------------------------------   -------------------------------
                               PRETAX      TAX      AFTER-TAX    PRETAX      TAX      AFTER-TAX    PRETAX      TAX      AFTER-TAX
                              --------   --------   ---------   --------   --------   ---------   --------   --------   ---------
<S>                           <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>        <C>
     UNREALIZED CAPITAL
    GAINS AND LOSSES:
     Unrealized holding
    gains (losses) arising
    during the period          $(808)      $283       $(525)      $349      $(122)      $227        $513      $(180)      $333
     Less: reclassification
    adjustments                  183        (64)        119        237        (83)       154         128        (45)        83
                               -----       ----       -----       ----      -----       ----        ----      -----       ----
     Unrealized net capital
    gains (losses)              (991)       347        (644)       112        (39)        73         385       (135)       250
     UNREALIZED FOREIGN
    CURRENCY TRANSLATION
    ADJUSTMENTS:
     Unrealized foreign
    currency translation
    adjustments arising
    during the period             11         (4)          7          2         (1)         1         (12)         4         (8)
                               -----       ----       -----       ----      -----       ----        ----      -----       ----
     Other comprehensive
    income                     $(980)      $343       $(637)      $114      $ (40)      $ 74        $373      $(131)      $242
                               =====       ====       =====       ====      =====       ====        ====      =====       ====
</TABLE>

                                       32
<PAGE>
ALLSTATE LIFE INSURANCE COMPANY AND SUBSIDIARIES

SCHEDULE I - SUMMARY OF INVESTMENTS OTHER THAN INVESTMENTS IN RELATED PARTIES
DECEMBER 31, 1999
- --------------------------------------------------------------------------------

($ in millions)

<TABLE>
<CAPTION>
                                                                                  FAIR         CARRYING
TYPE OF INVESTMENT                                                  COST          VALUE         VALUE
- ------------------                                                 -------       -------       --------
<S>                                                                <C>           <C>           <C>
Fixed Income Securities, Available for Sale:
  Bonds:
    United States government, government agencies and
      authorities                                                  $ 1,957       $ 2,173       $ 2,173
    States, municipalities and political subdivisions                  736           731           731
    Foreign governments                                                536           542           542
    Public utilities                                                 1,704         1,750         1,750
    Convertibles and bonds with warrants attached                      458           519           519
    All other corporate bonds                                       13,897        13,786        13,786
  Mortgage-backed securities                                         5,612         5,588         5,588
  Asset-backed securities                                            2,389         2,371         2,371
  Redeemable preferred stocks                                           65            63            63
                                                                   -------       -------       -------
    Total fixed income securities                                   27,354       $27,523        27,523
                                                                   -------       =======       -------
Equity Securities:
  Common Stocks:
    Public utilities                                                     7       $     6             6
    Banks, trusts and insurance companies                               22            31            31
    Industrial, miscellaneous and all other                            412           654           654
  Nonredeemable preferred stocks                                        62            52            52
                                                                   -------       -------       -------
    Total equity securities                                            503       $   743           743
                                                                   -------       =======       -------
Mortgage loans on real estate                                        3,801                       3,801
Policy loans                                                           606                         606
Other long-term investments                                             25                          25
Short-term investments                                                 711                         711
                                                                   -------                     -------
    Total investments                                              $33,000                     $33,409
                                                                   =======                     =======
</TABLE>

                                       33
<PAGE>
ALLSTATE LIFE INSURANCE COMPANY AND SUBSIDIARIES

SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
- --------------------------------------------------------------------------------

($ IN MILLIONS)

<TABLE>
<CAPTION>
                                                                             AT DECEMBER 31,
                                                              ---------------------------------------------
                                                               DEFERRED
                                                                POLICY      RESERVES FOR CLAIMS,
                                                              ACQUISITION    CLAIMS EXPENSE AND    UNEARNED
SEGMENT                                                          COSTS       CONTRACT BENEFITS     PREMIUMS
- -------                                                       -----------   --------------------   --------
<S>                                                           <C>           <C>                    <C>
1999
Life and savings operations                                     $2,675            $31,143            $ 18
Property-liability operations                                       20                368             137
                                                                ------            -------            ----
Total                                                           $2,695            $31,511            $155
                                                                ======            =======            ====
1998
Life and savings operations                                     $2,181            $28,734            $ 47
Property-liability operations                                       14                313             105
                                                                ------            -------            ----
Total                                                           $2,195            $29,047            $152
                                                                ======            =======            ====
1997
Life and savings operations                                     $1,982            $27,482            $ 64
Property-liability operations                                       10                349             100
                                                                ------            -------            ----
Total                                                           $1,992            $27,831            $164
                                                                ======            =======            ====
</TABLE>

                                       34
<PAGE>
ALLSTATE LIFE INSURANCE COMPANY AND SUBSIDIARIES

SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
- --------------------------------------------------------------------------------

($ IN MILLIONS)

<TABLE>
<CAPTION>
                                                                     FOR THE YEAR ENDED DECEMBER 31,
                                            ---------------------------------------------------------------------------------
                                                                      CLAIMS,
                                            PREMIUM                   CLAIMS
                                            REVENUE                   EXPENSE     AMORTIZATION     OTHER
                                              AND         NET           AND        OF POLICY     OPERATING       PREMIUMS
                                            CONTRACT   INVESTMENT    CONTRACT     ACQUISITION    COSTS AND       WRITTEN
SEGMENT                                     CHARGES      INCOME      BENEFITS        COSTS       EXPENSES    (EXCLUDING LIFE)
- -------                                     --------   ----------   -----------   ------------   ---------   ----------------
<S>                                         <C>        <C>          <C>           <C>            <C>         <C>
1999
Life and savings operations                  $1,561      $2,239       $2,511          $367         $345            $  -
Property-liability operations                   289          26          222            42           42             315
                                             ------      ------       ------          ----         ----            ----
Total                                        $1,850      $2,265       $2,733          $409         $387            $315
                                             ======      ======       ======          ====         ====            ====
1998
Life and savings operations                  $1,519      $2,113       $2,415          $377         $325            $  -
Property-liability operations                   268          26          195            35           45             280
                                             ------      ------       ------          ----         ----            ----
Total                                        $1,787      $2,139       $2,610          $412         $370            $280
                                             ======      ======       ======          ====         ====            ====
1997
Life and savings operations                  $1,502      $2,074       $2,406          $298         $321            $  -
Property-liability operations                   275          44          179            35           47             273
                                             ------      ------       ------          ----         ----            ----
Total                                        $1,777      $2,118       $2,585          $333         $368            $273
                                             ======      ======       ======          ====         ====            ====
</TABLE>

                                       35
<PAGE>
ALLSTATE LIFE INSURANCE COMPANY AND SUBSIDIARIES

SCHEDULE IV - REINSURANCE
- --------------------------------------------------------------------------------

($ in millions)

<TABLE>
<CAPTION>
                                                                                                                 PERCENT
                                                                                                                   OF
                                                                  CEDED           ASSUMED                        AMOUNT
                                                  GROSS         TO OTHER        FROM OTHER          NET          ASSUMED
                                                  AMOUNT        COMPANIES        COMPANIES         AMOUNT        TO NET
                                                 --------       ---------       -----------       --------       -------
<S>                                              <C>            <C>             <C>               <C>            <C>

YEAR ENDED DECEMBER 31, 1999

Life insurance in force                          $307,225       $102,153           $  1           $205,073         0.0%
                                                 ========       ========           ====           ========
Premiums and contract charges:
  Life insurance                                 $  1,511       $    221           $ 18           $  1,308         1.4%
  Accident-health insurance                           237             20             36                253        14.2%
  Property-liability insurance                        291              3              1                289         0.3%
                                                 --------       --------           ----           --------
Total premiums and contract charges              $  2,039       $    244           $ 55           $  1,850         3.0%
                                                 ========       ========           ====           ========

YEAR ENDED DECEMBER 31, 1998

Life insurance in force                          $276,029       $ 73,769           $  7           $202,267         0.0%
                                                 ========       ========           ====           ========
Premiums and contract charges:
  Life insurance                                 $  1,433       $    176           $  5           $  1,262         0.4%
  Accident-health insurance                           235              2             24                257         9.3%
  Property-liability insurance                        268              1              1                268         0.4%
                                                 --------       --------           ----           --------
Total premiums and contract charges.             $  1,936       $    179           $ 30           $  1,787         1.7%
                                                 ========       ========           ====           ========

YEAR ENDED DECEMBER 31, 1997

Life insurance in force                          $247,048       $ 52,760           $144           $194,432         0.1%
                                                 ========       ========           ====           ========
Premiums and contract charges:
  Life insurance                                 $  1,427       $    193           $ --           $  1,234          --%
  Accident-health insurance                           152              1            117                268        43.7%
  Property-liability insurance                        278              3             --                275         0.0%
                                                 --------       --------           ----           --------
Total premiums and contract charges              $  1,857       $    197           $117           $  1,777         6.6%
                                                 ========       ========           ====           ========
</TABLE>

                                       36
<PAGE>
ALLSTATE LIFE INSURANCE COMPANY AND SUBSIDIARIES

SCHEDULE V - VALUATION ALLOWANCE AND QUALIFYING ACCOUNTS
- --------------------------------------------------------------------------------

($ IN MILLIONS)

<TABLE>
<CAPTION>
                                                                         ADDITIONS
                                                                 -------------------------
                                                   BALANCE AT    CHARGED TO                                      BALANCE
                                                   BEGINNING      COSTS AND       OTHER                          AT END
                  DESCRIPTION                      OF PERIOD      EXPENSES      ADDITIONS     DEDUCTIONS (1)    OF PERIOD
                  -----------                      ----------    -----------    ----------    --------------    ---------
<S>                                                <C>           <C>            <C>           <C>               <C>

YEAR ENDED DECEMBER 31, 1999
Allowance for estimated losses on mortgage
 loans and real estate                                $15           $   2                          $ 4             $13

Allowance for deferred tax assets                      --               1                           --               1

YEAR ENDED DECEMBER 31, 1998
Allowance for estimated losses on mortgage
 loans and real estate                                $37           $ (16)                         $ 6             $15

YEAR ENDED DECEMBER 31, 1997
Allowance for estimated losses on mortgage
 loans and real estate                                $72           $ (22)                         $13             $37
</TABLE>

(1) Deductions in allowance for estimated losses on mortgage loans include
    amounts transferred to real estate. Deductions in allowance for reinsurance
    recovered represent write-offs, net of recoveries, of amounts determined to
    be uncollectible.

                                       37
<PAGE>

     ALLSTATE LIFE INSURANCE
     COMPANY SEPARATE
     ACCOUNT A

     FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND FOR THE
     PERIOD FROM MAY 3, 1999 TO DECEMBER 31, 1999 AND INDEPENDENT
     AUDITORS' REPORT

<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholder of
Allstate Life Insurance Company:

We have audited the accompanying statement of net assets of Allstate Life
Insurance Company Separate Account A as of December 31, 1999, (including the
assets of each of the individual sub-accounts which comprise the Account as
disclosed in Note 1), and the related statements of operations and changes in
net assets for the period from May 3, 1999 (date of inception) to December 31,
1999 for each of the individual sub-accounts which comprise the Account.
These financial statements are the responsibility of management. Our
responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
Our procedures included confirmation of securities owned at December 31, 1999
by correspondence with the account custodians. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Allstate Life Insurance Company Separate
Account A as of December 31, 1999 (including the assets of each of the
individual sub-accounts which comprise the Account), and the results of
operations for each of the individual sub-accounts and the changes in their
net assets for the period from May 3, 1999 (date of inception) to December 31,
1999 in conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP


Chicago, Illinois
March 27, 2000

<PAGE>

ALLSTATE LIFE INSURANCE COMPANY SEPARATE ACCOUNT A

STATEMENT OF NET ASSETS
DECEMBER 31, 1999
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
ASSETS
<S>                                                                               <C>
Allocation to Sub-Accounts investing in the Putnam Variable Trust:
    Asia Pacific Growth, 278,466 shares (cost $3,789,956)                          $    4,803,532
    Diversified Income, 1,514,137 shares (cost $14,764,040)                            15,005,098
    The George Putnam Fund of Boston, 2,907,045 shares (cost $30,051,532)              29,012,305
    Global Asset Allocation, 142,637 shares (cost $2,627,570)                           2,795,686
    Global Growth, 559,039 shares (cost $12,776,277)                                   17,000,389
    Growth & Income, 4,691,832 shares (cost $128,157,309)                             125,506,496
    Health Sciences, 1,349,491 shares (cost $13,570,021)                               14,156,162
    High Yield, 818,296 shares (cost $8,868,651)                                        9,066,725
    Income, 982,477 shares (cost $12,309,230)                                          12,290,785
    International Growth, 1,234,900 shares (cost $21,528,251)                          26,698,544
    International Growth and Income, 470,967 shares (cost $6,838,545)                   7,168,122
    International New Opportunities, 409,062 shares (cost $7,108,499)                   9,522,959
    Investors, 5,495,714 shares (cost $71,619,605)                                     83,150,151
    Money Market, 16,872,573 shares (cost $16,872,573)                                 16,872,573
    New Opportunities, 1,114,500 shares (cost $36,579,176)                             48,413,875
    New Value, 566,900 shares (cost $6,938,279)                                         6,717,771
    OTC & Emerging Growth, 765,986 shares (cost $12,690,975)                           17,433,843
    Research, 1,540,836 shares (cost $20,578,934)                                      22,604,065
    Small Cap Value, 594,274 shares (cost $5,970,846)                                   6,121,017
    Utilities Growth and Income, 435,290 shares (cost $7,511,540)                       7,378,168
    Vista, 701,266 shares (cost $12,342,960)                                           14,481,152
    Voyager, 1,683,119 shares (cost $86,527,295)                                      111,271,035
                                                                                   ----------------

        Total Assets                                                                  607,470,454

LIABILITIES
Payable to Allstate Life Insurance Company
    Accrued contract maintenance charges                                                   68,839
                                                                                   ----------------

        Net Assets                                                                 $  607,401,615
                                                                                   ================
</TABLE>


See notes to financial statements


                                       2
<PAGE>

ALLSTATE LIFE INSURANCE COMPANY SEPARATE ACCOUNT A

STATEMENTS OF OPERATIONS
FOR THE PERIOD BEGINNING MAY 3, 1999 AND ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                    Putnam Variable Trust Sub-Accounts
                                    --------------------------------------------------------------------------------------------
                                                                            The George
                                          Asia                              Putnam Fund          Global
                                        Pacific          Diversified            of               Asset             Global
                                         Growth             Income            Boston           Allocation          Growth
                                    -----------------  ----------------- -----------------  ----------------- -----------------
<S>                                 <C>                <C>               <C>                <C>               <C>
INVESTMENT INCOME
Dividends                             $           -       $          -      $    603,870       $        289      $          -
Charges from Allstate Life
Insurance Company:
    Mortality and expense risk                (8,332)           (42,429)         (88,415)            (7,001)          (39,047)
                                    -----------------  ----------------- -----------------  ----------------- -----------------
      Net investment income (loss)            (8,332)           (42,429)         515,455             (6,712)          (39,047)

REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales
of investments:
    Proceeds from sales                       19,811             36,175          156,014              7,214           109,185
    Cost of investments sold                  18,686             35,881          156,846              7,217           101,580
                                    -----------------  ----------------- -----------------  ----------------- -----------------
      Net realized gains (losses)              1,125                294             (832)                (3)            7,605
                                    -----------------  ----------------- -----------------  ----------------- -----------------

Change in unrealized gains (losses)        1,013,576            241,058       (1,039,227)           168,116         4,224,112
                                    -----------------  ----------------- -----------------  ----------------- -----------------
      Net gains (losses) on
      investments                          1,014,701            241,352       (1,040,059)           168,113         4,231,717
                                    -----------------  ----------------- -----------------  ----------------- -----------------

CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                 $1,006,369          $ 198,923       $ (524,604)         $ 161,401        $4,192,670
                                    =================  ================= =================  ================= =================
</TABLE>


      See notes to financial statements.


                                       3
<PAGE>

ALLSTATE LIFE INSURANCE COMPANY SEPARATE ACCOUNT A

STATEMENTS OF OPERATIONS
FOR THE PERIOD BEGINNING MAY 3, 1999 AND ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    Putnam Variable Trust Sub-Accounts
                                    ---------------------------------------------------------------------------------------------
                                        Growth &               Health              High                           International
                                         Income               Sciences             Yield          Income             Growth
                                    ------------------ ------------------ ------------------ ------------------ ------------------
<S>                                 <C>                <C>                <C>                <C>                <C>
INVESTMENT INCOME
Dividends                            $             -    $          4,849    $            -     $            -    $             -
Charges from Allstate Life
Insurance Company:
    Mortality and expense risk               (398,152)           (38,903)           (25,156)         (35,910)           (60,294)
                                    ------------------ ------------------ ------------------ ------------------ ------------------

      Net investment income (loss)           (398,152)           (34,054)           (25,156)           (35,910)           (60,294)

REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales
of investments:
    Proceeds from sales                        78,513            120,049            736,350            181,921            193,345
    Cost of investments sold                  126,369            122,899            727,602            182,722            182,340
                                    ------------------ ------------------ ------------------ ------------------ ------------------

      Net realized gains (losses)             (47,856)            (2,850)             8,748               (801)            11,005
                                    ------------------ ------------------ ------------------ ------------------ ------------------

Change in unrealized gains (losses)        (2,650,813)           586,141            198,074            (18,445)         5,170,293
                                    ------------------ ------------------ ------------------ ------------------ ------------------

      Net gains (losses)
      on investments                       (2,698,669)           583,291            206,822            (19,246)         5,181,298
                                    ------------------ ------------------ ------------------ ------------------ ------------------


CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS               $  (3,096,821)         $ 549,237          $ 181,666      $     (55,156)        $5,121,004
                                    ================== =================== ================= =================== =================
</TABLE>


See notes to financial statements.


                                       4
<PAGE>

ALLSTATE LIFE INSURANCE COMPANY SEPARATE ACCOUNT A

STATEMENTS OF OPERATIONS
FOR THE PERIOD BEGINNING MAY 3, 1999 AND ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                  Putnam Variable Trust Sub-Accounts
                                    ----------------------------------------------------------------------------------------------
                                      International       International
                                       Growth and              New                                 Money                New
                                         Income           Opportunities        Investors           Market          Opportunities
                                    ------------------ ------------------ ------------------ ------------------ ------------------
<S>                                 <C>                <C>                <C>                <C>                <C>
INVESTMENT INCOME
Dividends                                     $     -            $     -            $     -          $ 153,816            $     -
Charges from Allstate Life
Insurance Company:
    Mortality and expense risk                (19,894)           (17,878)          (217,860)          (47,820)          (108,364)
                                    ------------------ ------------------ ------------------ ------------------ ------------------

      Net investment income (loss)            (19,894)           (17,878)          (217,860)           105,996           (108,364)


REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales
of investments:
    Proceeds from sales                       463,154            373,826            129,574          3,625,107             20,054
    Cost of investments sold                  442,666            346,771            118,977          3,625,107             18,865
                                    ------------------ ------------------ ------------------ ------------------ ------------------

      Net realized gains (losses)              20,488             27,055             10,597                  -              1,189
                                    ------------------ ------------------ ------------------ ------------------ ------------------

Change in unrealized gains (losses)           329,577          2,414,460         11,530,546                  -         11,834,699
                                    ------------------ ------------------ ------------------ ------------------ ------------------

      Net gains (losses)
      on investments                          350,065          2,441,515         11,541,143                  -         11,835,888
                                    ------------------ ------------------ ------------------ ------------------ ------------------


CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                   $ 330,171         $2,423,637        $11,323,283          $ 105,996        $11,727,524
                                    ================== =================== ================= =================== =================
</TABLE>


See notes to financial statements.


                                       5
<PAGE>

ALLSTATE LIFE INSURANCE COMPANY SEPARATE ACCOUNT A

STATEMENTS OF OPERATIONS
FOR THE PERIOD BEGINNING MAY 3, 1999 AND ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                   Putnam Variable Trust Sub-Accounts
                                    ----------------------------------------------------------------------------------------------
                                                                OTC &                                              Utilities
                                           New                Emerging                            Small           Growth and
                                          Value                Growth            Research       Cap Value           Income
                                    ------------------ ------------------ ------------------------------------ ------------------
<S>                                 <C>                <C>                <C>               <C>                <C>
INVESTMENT INCOME
Dividends                                     $     -          $  36,702          $ 504,319         $  17,808            $     -
Charges from Allstate Life
Insurance Company:
    Mortality and expense risk                (23,561)           (30,805)           (60,946)          (17,840)           (21,930)
                                    ------------------ ------------------ ------------------------------------ ------------------

      Net investment income (loss)            (23,561)             5,897            443,373               (32)           (21,930)

REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales
of investments:
    Proceeds from sales                       511,204            244,974            104,735           343,642             57,562
    Cost of investments sold                  537,223            192,485            104,647           357,046             58,296
                                    ------------------ ------------------ ------------------------------------ ------------------

      Net realized gains (losses)             (26,019)            52,489                 88           (13,404)              (734)
                                    ------------------ ------------------ ------------------------------------ ------------------

Change in unrealized gains (losses)          (220,508)         4,742,868          2,025,131           150,171           (133,372)
                                    ------------------ ------------------ ------------------------------------ ------------------

      Net gains (losses)
      on investments                         (246,527)         4,795,357          2,025,219           136,767           (134,106)
                                    ------------------ ------------------ ------------------------------------ ------------------


CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                 $  (270,088)        $4,801,254         $2,468,592         $ 136,735        $  (156,036)
                                    ================== =================== ================= =================== =================

</TABLE>

See notes to financial statements.


                                       6
<PAGE>

ALLSTATE LIFE INSURANCE COMPANY SEPARATE ACCOUNT A

<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS
FOR THE PERIOD BEGINNING MAY 3, 1999 AND ENDED DECEMBER 31, 1999
- -------------------------------------------------------------------------------------------------------------

                                                                     Putnam Variable Trust Sub-Accounts
                                                                ---------------------------------------------
                                                                      Vista                     Voyager
                                                                ------------------         ------------------
<S>                                                             <C>                        <C>
INVESTMENT INCOME
Dividends                                                               $ 930,830                    $     -
Charges from Allstate Life Insurance Company:
    Mortality and expense risk                                            (33,727)                  (273,748)
                                                                ------------------         ------------------

      Net investment income (loss)                                        897,103                   (273,748)


REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
    Proceeds from sales                                                    96,344                      5,467
    Cost of investments sold                                               89,711                      7,862
                                                                ------------------         ------------------

      Net realized gains (losses)                                           6,633                     (2,395)
                                                                ------------------         ------------------

Change in unrealized gains (losses)                                     2,138,192                 24,743,740
                                                                ------------------         ------------------

      Net gains (losses) on investments                                 2,144,825                 24,741,345
                                                                ------------------         ------------------


CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                                              $3,041,928                $24,467,597
                                                                ==================         ==================
</TABLE>

See notes to financial statements.


                                       7
<PAGE>

ALLSTATE LIFE INSURANCE COMPANY SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD BEGINNING MAY 3, 1999 AND ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                           Putnam Variable Trust Sub-Accounts
                                    --------------------------------------------------------------------------------------------
                                                                             The George
                                          Asia                              Putnam Fund           Global
                                        Pacific          Diversified             of               Asset             Global
                                         Growth            Income              Boston           Allocation          Growth
                                    ----------------- ------------------ ------------------- ---------------- ------------------
<S>                                 <C>               <C>                <C>                 <C>               <C>
FROM OPERATIONS
Net investment income (loss)               $  (8,332)        $  (42,429)       $  515,455          $  (6,712)        $  (39,047)
Net realized gains (losses)                    1,125                294              (832)                (3)             7,605
Change in unrealized gains (losses)        1,013,576            241,058        (1,039,227)           168,116          4,224,112
                                    ----------------- ------------------ ------------------- ---------------- ------------------

Change in net assets resulting
from operations                            1,006,369            198,923          (524,604)            161,401         4,192,670
                                    ----------------- ------------------ ------------------- --------------- ------------------

FROM CAPITAL TRANSACTIONS
Deposits                                   2,747,456          5,717,042        12,891,820          1,240,444          6,205,016
Benefit payments                                   -             (3,417)                -                 -                (378)
Payments on termination                      (11,734)          (161,343)         (304,746)           (11,684)           (63,561)
Contract maintenance charges                    (544)            (1,700)           (3,288)              (317)            (1,926)
Transfers among the sub-accounts
  and with the Fixed Account - net         1,061,441          9,253,893        16,949,835          1,405,526          6,666,642
                                    ----------------- ------------------ ------------------- ---------------- ------------------

Change in net assets resulting
  from capital transactions                3,796,619         14,804,475        29,533,621          2,633,969         12,805,793
                                    ----------------- ------------------ ------------------- ---------------- ------------------

INCREASE (DECREASE) IN NET ASSETS          4,802,988         15,003,398        29,009,017          2,795,370         16,998,463

NET ASSETS AT BEGINNING OF PERIOD                  -                  -                 -                  -                  -
                                    ----------------- ------------------ ------------------- ---------------- ------------------

NET ASSETS AT END OF PERIOD              $ 4,802,988       $ 15,003,398      $ 29,009,017        $ 2,795,370       $ 16,998,463
                                    ================= ================== =================== ================ =================

</TABLE>

See notes to financial statements.


                                       8
<PAGE>

ALLSTATE LIFE INSURANCE COMPANY SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD BEGINNING MAY 3, 1999 AND ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      Putnam Variable Trust Sub-Accounts
                                     ---------------------------------------------------------------------------------------------
                                        Growth &            Health              High                               International
                                         Income            Sciences             Yield              Income              Growth
                                     -------------      -------------      -------------       -------------       -------------
<S>                                  <C>                <C>                <C>                 <C>                 <C>
FROM OPERATIONS
Net investment income (loss)         $   (398,152)         $ (34,054)          $(25,156)           $(35,910)            $(60,294)
Net realized gains (losses)               (47,856)            (2,850)             8,748                (801)              11,005
Change in unrealized gains (losses)    (2,650,813)           586,141            198,074             (18,445)           5,170,293
                                     -------------      -------------      -------------       -------------       -------------

Change in net assets resulting
  from operations                      (3,096,821)           549,237            181,666             (55,156)           5,121,004
                                     -------------      -------------      -------------       -------------       -------------

FROM CAPITAL TRANSACTIONS
Deposits                               66,564,874          6,876,229          4,841,415           4,349,939           11,178,109
Benefit payments                          (37,062)           (15,210)                 -                   -                    -
Payments on termination                (1,216,975)           (92,242)          (104,534)            (95,887)            (121,259)
Contract maintenance charges              (14,223)            (1,604)            (1,027)             (1,393)              (3,025)
Transfers among the sub-accounts
  and with the Fixed Account - net     63,292,481          6,838,148          4,148,178           8,091,890           10,520,690
                                     -------------      -------------      -------------       -------------       -------------

Change in net assets resulting
  from capital transactions           128,589,095         13,605,321          8,884,032          12,344,549          21,574,515
                                     -------------      -------------      -------------       -------------       -------------

INCREASE (DECREASE) IN NET ASSETS     125,492,274         14,154,558          9,065,698          12,289,393           26,695,519

NET ASSETS AT BEGINNING OF PERIOD               -                  -                  -                   -                    -
                                     -------------      -------------      -------------       -------------        -------------

NET ASSETS AT END OF PERIOD          $125,492,274        $14,154,558         $9,065,698        $ 12,289,393          $26,695,519
                                    ===============     ==============     ============       ===============       ============
</TABLE>

See notes to financial statements.


                                      9

<PAGE>

ALLSTATE LIFE INSURANCE COMPANY SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD BEGINNING MAY 3, 1999 AND ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      Putnam Variable Trust Sub-Accounts
                                     ---------------------------------------------------------------------------------------------
                                      International     International
                                       Growth and            New                                  Money                 New
                                         Income         Opportunities        Investors            Market            Opportunities
                                     -------------      -------------      -------------       -------------        -------------
<S>                                  <C>                <C>                <C>                 <C>                 <C>
FROM OPERATIONS
Net investment income (loss)          $ (19,894)           $ (17,878)         $ (217,860)         $  105,996           $ (108,364)
Net realized gains (losses)              20,488               27,055              10,597                   -                1,189
Change in unrealized gains (losses)     329,577            2,414,460          11,530,546                   -           11,834,699
                                     -----------          -----------        -----------         -----------          -----------

Change in net assets resulting
  from operations                       330,171            2,423,637          11,323,283             105,996           11,727,524
                                     -----------          -----------        -----------         -----------          -----------
FROM CAPITAL TRANSACTIONS
Deposits                              3,618,618            3,838,306          36,262,504          10,542,789           21,115,643
Benefit payments                              -                    -             (30,501)           (670,189)             (23,210)
Payments on termination                 (46,787)             (23,171)           (582,482)           (551,414)            (181,269)
Contract maintenance charges               (812)              (1,079)             (9,423)             (1,912)              (5,486)
Transfers among the sub-accounts
  and with the Fixed Account - net    3,266,120            3,284,187          36,177,347           7,445,391           15,775,186
                                     -----------          -----------        -----------         -----------          -----------

Change in net assets resulting
  from capital transactions           6,837,139            7,098,243          71,817,445          16,764,665           36,680,864
                                     -----------          -----------        -----------         -----------          -----------

INCREASE (DECREASE) IN NET ASSETS     7,167,310            9,521,880          83,140,728          16,870,661           48,408,388

NET ASSETS AT BEGINNING OF PERIOD             -                    -                   -                   -                    -
                                     -----------          -----------        -----------         -----------          -----------

NET ASSETS AT END OF PERIOD          $7,167,310           $9,521,880         $83,140,728         $16,870,661          $48,408,388
                                    ============         ============       ============        ============         ============
</TABLE>


See notes to financial statements.

                                      10

<PAGE>

ALLSTATE LIFE INSURANCE COMPANY SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD BEGINNING MAY 3, 1999 AND ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                        Putnam Variable Trust Sub-Accounts
                                              -------------------------------------------------------------------------------------
                                                                    OTC &                                                Utilities
                                                  New             Emerging                              Small           Growth and
                                                 Value             Growth           Research          Cap Value           Income
                                              -----------        -----------       ----------        ----------         ----------
<S>                                           <C>              <C>                 <C>               <C>                <C>
FROM OPERATIONS
Net investment income (loss)                  $ (23,561)        $   5,897          $  443,373         $    (32)          $(21,930)
Net realized gains (losses)                     (26,019)           52,489                  88          (13,404)              (734)
Change in unrealized gains (losses)            (220,508)        4,742,868           2,025,131          150,171           (133,372)
                                              -----------      -----------          ----------        ----------         ----------

Change in net assets resulting
  from operations                              (270,088)        4,801,254           2,468,592          136,735           (156,036)
                                              -----------      -----------          ----------        ----------         ----------

FROM CAPITAL TRANSACTIONS
Deposits                                      4,631,791         7,611,399          10,121,156        3,738,103          3,637,575
Benefit payments                                      -                 -             (19,019)               -             (1,534)
Payments on termination                         (71,977)          (58,463)           (144,741)         (41,066)           (64,952)
Contract maintenance charges                       (761)           (1,975)             (2,562)            (694)              (836)
Transfers among the sub-accounts
  and with the Fixed Account - net            2,428,045         5,079,652          10,178,077        2,287,245          3,963,115
                                            -----------       -----------          ----------        ----------         ----------

Change in net assets resulting
  from capital transactions                   6,987,098        12,630,613          20,132,911        5,983,588          7,533,368
                                            -----------       -----------          ----------        ----------         ----------


INCREASE (DECREASE) IN NET ASSETS             6,717,010        17,431,867          22,601,503        6,120,323          7,377,332

NET ASSETS AT BEGINNING OF PERIOD                     -                 -                   -                -                  -
                                            -----------       -----------          ----------        ----------         ----------

NET ASSETS AT END OF PERIOD                  $6,717,010       $17,431,867         $22,601,503       $6,120,323         $7,377,332
                                            ===========      ============        ============      ============        ==========
</TABLE>


See notes to financial statements.

                                      11

<PAGE>

ALLSTATE LIFE INSURANCE COMPANY SEPARATE ACCOUNT A

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD BEGINNING MAY 3, 1999 AND ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         Putnam Variable Trust Sub-Accounts
                                                   ---------------------------------------------



                                                        Vista                     Voyager
                                                   -----------------        --------------------
<S>                                                <C>                      <C>
FROM OPERATIONS
Net investment income (loss)                              $ 897,103                $  (273,748)
Net realized gains (losses)                                   6,633                     (2,395)
Change in unrealized gains (losses)                       2,138,192                 24,743,740
                                                   -----------------        --------------------


Change in net assets resulting from operations            3,041,928                 24,467,597
                                                   -----------------        --------------------

FROM CAPITAL TRANSACTIONS
Deposits                                                  6,530,416                 47,654,070
Benefit payments                                             (3,766)                   (28,233)
Payments on termination                                     (72,861)                  (760,755)
Contract maintenance charges                                 (1,641)                   (12,609)
Transfers among the sub-accounts
  and with the Fixed Account - net                        4,985,435                 39,938,356
                                                   -----------------        --------------------

Change in net assets resulting
  from capital transactions                              11,437,583                 86,790,829
                                                   -----------------        --------------------

INCREASE (DECREASE) IN NET ASSETS                        14,479,511                111,258,426

NET ASSETS AT BEGINNING OF PERIOD                                 -                          -
                                                   -----------------        --------------------

NET ASSETS AT END OF PERIOD                             $14,479,511              $ 111,258,426
                                                   =================        ====================
</TABLE>


See notes to financial statements.

                                      12
<PAGE>

ALLSTATE LIFE INSURANCE COMPANY SEPARATE ACCOUNT A


NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------


1.    ORGANIZATION

      Allstate Life Insurance Company Separate Account A (the "Account"), a unit
      investment trust registered with the Securities and Exchange Commission
      under the Investment Company Act of 1940, is a Separate Account of
      Allstate Life Insurance Company ("Allstate"). The assets of the Account
      are legally segregated from those of Allstate. Allstate is a wholly owned
      subsidiary of Allstate Insurance Company, which is wholly owned by The
      Allstate Corporation.

      Allstate issues the Putnam Allstate Advisor ("Advisor") and Putnam
      Allstate Advisor A ("Advisor A") contracts, the deposits of which are
      invested at the direction of contractholders in sub-accounts that comprise
      the Account. Absent any contract provisions wherein Allstate contractually
      guarantees either a minimum return or account value to the beneficiaries
      of the contractholders in the form of a death benefit, the contractholders
      bear the investment risk that the sub-accounts may not meet their stated
      objectives. The sub-accounts invest in the following underlying mutual
      fund portfolios of the Putnam Variable Trust (the "Funds").

         Asia Pacific Growth                  International New Opportunities
         Diversified Income                   Investors
         The George Putnam Fund of Boston     Money Market
         Global Asset Allocation              New Opportunities
         Global Growth                        New Value
         Growth & Income                      OTC & Emerging Growth
         Health Sciences                      Research
         High Yield                           Small Cap Value
         Income                               Utilities Growth and Income
         International Growth                 Vista
         International Growth and Income      Voyager


      Allstate provides insurance and administrative services to the
      contractholders for a fee. Allstate also maintains a fixed account ("Fixed
      Account"), to which contractholders may direct their deposits and receive
      a fixed rate of return. Allstate has sole discretion to invest the assets
      of the Fixed Account, subject to applicable law.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      VALUATION OF INVESTMENTS - Investments consist of shares of the Funds and
      are stated at fair value based on quoted market prices at December 31,
      1999.

      INVESTMENT INCOME - Investment income consists of dividends declared by
      the Funds and is recognized on the ex-dividend date.

      REALIZED GAINS AND LOSSES - Realized gains and losses represent the
      difference between the proceeds from sales of portfolio shares by the
      Account and the cost of such shares, which is determined on a weighted
      average basis.

                                      13


<PAGE>

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      FEDERAL INCOME TAXES - The Account intends to qualify as a segregated
      asset account as defined in the Internal Revenue Code ("Code"). As such,
      the operations of the Account are included with and taxed as a part of
      Allstate. Allstate is taxed as a life insurance company under the Code. No
      federal income taxes are allocable to the Account as the Account did not
      generate taxable income.

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

3.    EXPENSES

      CONTRACT MAINTENANCE CHARGE - Allstate deducts from the contractholder's
      account an annual maintenance charge of $30 on each Advisor contract
      anniversary and guarantees that this charge will not increase over the
      life of the contract. This charge will be waived if certain conditions are
      met. There is no contract maintenance charge on the Advisor A contract.

      MORTALITY AND EXPENSE RISK CHARGE - Allstate assumes mortality and expense
      risks related to the operations of the Account and deducts charges the
      daily based on the average daily net assets of the Account. The mortality
      and expense risk charge covers insurance benefits available with the
      contract and certain expenses of the contract. It also covers the risk
      that the current charges will not be sufficient in the future to cover the
      cost of administering the contract. Allstate guarantees that the amount of
      this charge will not increase over the life of the contract. At the
      contractholder's discretion, additional options, primarily death benefits,
      may be purchased for an additional charge.

                                       14
<PAGE>

4.  UNITS ISSUED AND REDEEMED

(Units in whole amounts)

<TABLE>
<CAPTION>
                                                                              Putnam Allstate Advisor
                                             --------------------------------------------------------------------------------------


                                                                             Unit activity during 1999:
                                                                  ---------------------------------------------

                                                                                                                    Accumulated
                                              Units Outstanding      Units         Units     Units Outstanding       Unit Value
                                                  May 3, 1999       Issued       Redeemed    December 31, 1999   December 31, 1999
                                             -------------------  ----------   ------------ ------------------- -------------------
<S>                                          <C>                  <C>          <C>          <C>                 <C>
Investments in the Putnam Variable
  Trust Sub-Accounts:

     Asia Pacific Growth                                      -      242,895        (1,554)            241,341       $      17.44
     Diversified Income                                       -    1,129,582       (17,469)          1,112,113               9.87
     The George Putnam Fund of Boston                         -    2,668,746       (39,341)          2,629,405               9.30
     Global Asset Allocation                                  -      219,025        (2,236)            216,789              10.70
     Global Growth                                            -      818,866        (9,295)            809,571              15.66
     Growth and Income                                        -   10,579,710      (133,163)         10,446,547               9.17
     Health Sciences                                          -    1,054,327       (16,379)          1,037,948              10.60
     High Yield                                               -      757,423       (68,918)            688,505               9.93
     Income                                                   -    1,020,041       (25,728)            994,313               9.71
     International Growth                                     -    1,437,326       (20,835)          1,416,491              14.43
     International Growth and Income                          -      574,760       (59,267)            515,493              10.97
     International New Opportunities                          -      422,689       (33,644)            389,045              18.13
     Investors                                                -    5,580,875       (63,258)          5,517,617              12.17
     Money Market                                             -    1,735,261      (473,615)          1,261,646              10.23
     New Opportunities                                        -    2,379,571       (27,681)          2,351,890              15.69
     New Value                                                -      642,694       (15,877)            626,817               8.80
     OTC & Emerging Growth                                    -      722,095       (25,088)            697,007              19.84
     Research                                                 -    1,588,829       (12,936)          1,575,893              11.60
     Small Cap Value                                          -      471,685       (20,187)            451,498              10.30
     Utilities Growth and Income                              -      592,529        (7,405)            585,124               9.99
     Vista                                                    -      835,166       (10,511)            824,655              14.09
     Voyager                                                  -    6,067,583       (60,695)          6,006,888              14.33


     Units relating to accrued contract maintenance charges are included in units redeemed.
</TABLE>



                                       15
<PAGE>

4.  UNITS ISSUED AND REDEEMED      (CONTINUED)


   (Units in whole amounts)

<TABLE>
<CAPTION>
                                                            Putnam Allstate Advisor with Enhanced Beneficiary Protection
                                             --------------------------------------------------------------------------------------


                                                                            Unit activity during 1999:
                                                                  ---------------------------------------------

                                                                                                                   Accumulated
                                              Units Outstanding      Units        Units      Units Outstanding      Unit Value
                                                  May 3, 1999       Issued       Redeemed    December 31, 1999   December 31, 1999
                                             -------------------  ----------   ------------ ------------------- -------------------
<S>                                          <C>                  <C>          <C>          <C>                 <C>
Investments in the Putnam Variable
  Trust Sub-Accounts:

     Asia Pacific Growth                                      -       33,423          (745)             32,678       $      17.42
     Diversified Income                                       -      414,195        (5,618)            408,577               9.86
     The George Putnam Fund of Boston                         -      513,469       (25,504)            487,965               9.29
     Global Asset Allocation                                  -       44,571            (6)             44,565              10.69
     Global Growth                                            -      284,398        (9,781)            274,617              15.65
     Growth and Income                                        -    3,298,917       (73,609)          3,225,308               9.16
     Health Sciences                                          -      302,531        (8,640)            293,891              10.59
     High Yield                                               -      238,503       (14,895)            223,608               9.92
     Income                                                   -      286,146       (15,063)            271,083               9.70
     International Growth                                     -      439,462        (9,997)            429,465              14.41
     International Growth and Income                          -      137,929        (1,278)            136,651              10.96
     International New Opportunities                          -      137,537        (3,596)            133,941              18.12
     Investors                                                -    1,333,984       (24,460)          1,309,524              12.16
     Money Market                                             -      463,082       (76,351)            386,731              10.22
     New Opportunities                                        -      737,732        (7,556)            730,176              15.68
     New Value                                                -      190,246       (53,202)            137,044               8.79
     OTC & Emerging Growth                                    -      186,416        (4,747)            181,669              19.82
     Research                                                 -      375,492        (6,422)            369,070              11.59
     Small Cap Value                                          -      165,987       (25,691)            140,296              10.29
     Utilities Growth and Income                              -      156,153        (2,501)            153,652               9.98
     Vista                                                    -      202,831          (822)            202,009              14.07
     Voyager                                                  -    1,782,652       (30,541)          1,752,111              14.31


     Units relating to accrued contract maintenance charges are included in units redeemed.
</TABLE>


                                       16
<PAGE>

4.  UNITS ISSUED AND REDEEMED      (CONTINUED)

   (Units in whole amounts)

<TABLE>
<CAPTION>
                                                                        Putnam Allstate Advisor A
                                             --------------------------------------------------------------------------------------


                                                                            Unit activity during 1999:
                                                                  ---------------------------------------------

                                                                                                                   Accumulated
                                              Units Outstanding      Units        Units      Units Outstanding      Unit Value
                                                  May 3, 1999       Issued       Redeemed    December 31, 1999   December 31, 1999
                                             -------------------  ----------   ------------ ------------------- -------------------
<S>                                          <C>                  <C>          <C>          <C>                 <C>
Investments in the Putnam Variable
  Trust Sub-Accounts:

     Asia Pacific Growth                                      -        1,911              -              1,911      $      13.36
     Diversified Income                                       -          409              -                409             10.19
     The George Putnam Fund of Boston                         -        2,578              -              2,578              9.78
     Global Asset Allocation                                  -            -              -                  -                 -
     Global Growth                                            -        1,404              -              1,404             13.56
     Growth and Income                                        -       11,861            (2)             11,859              9.69
     Health Sciences                                          -        4,191              -              4,191             10.63
     High Yield                                               -          691              -                691             10.38
     Income                                                   -            -              -                  -                 -
     International Growth                                     -        5,441            (1)              5,440             12.86
     International Growth and Income                          -        1,515              -              1,515             10.58
     International New Opportunities                          -        2,774              -              2,774             14.53
     Investors                                                -        7,390            (1)              7,389             11.61
     Money Market                                             -          938              -                938             10.07
     New Opportunities                                        -        4,105              -              4,105             13.47
     New Value                                                -            -              -                  -                 -
     OTC & Emerging Growth                                    -          312              -                312             15.16
     Research                                                 -        3,617              -              3,617             11.06
     Small Cap Value                                          -        2,352              -              2,352             10.78
     Utilities Growth and Income                              -          106              -                106              9.61
     Vista                                                    -        1,448              -              1,448             13.01
     Voyager                                                  -        9,327            (1)              9,326             12.95


     Units relating to accrued contract maintenance charges are included in units redeemed.
</TABLE>


                                       17
<PAGE>

4.  UNITS ISSUED AND REDEEMED      (CONTINUED)

   (Units in whole amounts)

<TABLE>
<CAPTION>
                                                         Putnam Allstate Advisor A with Enhanced Beneficiary Protection
                                             --------------------------------------------------------------------------------------


                                                                            Unit activity during 1999:
                                                                  ---------------------------------------------

                                                                                                                   Accumulated
                                              Units Outstanding      Units        Units      Units Outstanding      Unit Value
                                                  May 3, 1999       Issued       Redeemed    December 31, 1999   December 31, 1999
                                             -------------------  ----------   ------------ ------------------- -------------------
<S>                                          <C>                  <C>          <C>          <C>                 <C>
Investments in the Putnam Variable
  Trust Sub-Accounts:

     Asia Pacific Growth                                      -            -              -                  -     $            -
     Diversified Income                                       -            -              -                  -                  -
     The George Putnam Fund of Boston                         -            -              -                  -                  -
     Global Asset Allocation                                  -            -              -                  -                  -
     Global Growth                                            -            -              -                  -                  -
     Growth and Income                                        -        1,229              -              1,229               9.68
     Health Sciences                                          -            -              -                  -                  -
     High Yield                                               -            -              -                  -                  -
     Income                                                   -            -              -                  -                  -
     International Growth                                     -            -              -                  -                  -
     International Growth and Income                          -            -              -                  -                  -
     International New Opportunities                          -            -              -                  -                  -
     Investors                                                -            -              -                  -                  -
     Money Market                                             -            -              -                  -                  -
     New Opportunities                                        -            -              -                  -                  -
     New Value                                                -            -              -                  -                  -
     OTC & Emerging Growth                                    -            -              -                  -                  -
     Research                                                 -          808              -                808              11.06
     Small Cap Value                                          -            -              -                  -                  -
     Utilities Growth and Income                              -            -              -                  -                  -
     Vista                                                    -            -              -                  -                  -
     Voyager                                                  -          694              -                694              12.95


     Units relating to accrued contract maintenance charges are included in units redeemed.
</TABLE>


                                       18


<PAGE>

                                   APPENDIX A

                        PUTNAM ALLSTATE ADVISOR CONTRACT

The performance figures shown reflect the deduction of current Contract charges,
which  include a maximum  withdrawal  charge of 7% that declines to zero after 7
years  (not  shown for  non-standardized  total  returns),  an  annual  contract
maintenance charge of $30 (not shown for  non-standardized  total returns),  and
total Variable Account annual expenses of:

o        1.25% (without any optional benefit riders), or
o        1.40% with the Enhanced Beneficiary Protection Option.

In  addition,  where  Retirement  Income  Guarantee  Rider  2 is  included,  the
performance  shown reflects the deduction of the annual Rider fee equal to 0.30%
of the  Income  Base,  assuming  Income  Base B is in  effect  and  assuming  no
additional purchase payments or withdrawals.

See the Expense Table in the Prospectus for more details.

Standardized Total Returns

Set out below are the standardized  total returns for each Variable  Sub-Account
(other  than  the  Putnam   American   Government   Income  and  Putnam   Growth
Opportunities  Variable  Sub-Accounts)  since its inception through December 31,
1999. All of the Variable  Sub-Accounts  commenced  operations on April 30, 1999
except for the Putnam American Government Income and Putnam Growth Opportunities
Variable Sub-Accounts, which commenced operations on February 4, 2000.

<TABLE>
<CAPTION>

(Without the Enhanced Beneficiary Protection Option or Retirement Income Guarantee Rider)

<S>                                                                             <C>
Variable Sub-Account                                                             Since Inception of Sub-Account

Putnam American Government Income                                                                N/A
Putnam Asia Pacific Growth                                                                     117.40%
Putnam Diversified Income                                                                      -10.76%
The George Putnam Fund                                                                         -18.78%
Putnam Global Asset Allocation                                                                  1.43%
Putnam Global Growth                                                                            84.18%
Putnam Growth and Income                                                                       -20.55%
Putnam Growth Opportunities                                                                      N/A
Putnam Health Sciences                                                                          -0.07%
Putnam High Yield                                                                               -9.79%
Putnam Income                                                                                  -12.94%
Putnam International Growth                                                                     62.08%
Putnam International Growth and Income                                                          5.51%
Putnam International New Opportunities                                                         130.96%
Putnam Investors                                                                                24.22%
Putnam Money Market                                                                             -5.47%
Putnam New Opportunities                                                                        84.68%
Putnam New Value                                                                               -25.70%
Putnam OTC & Emerging Growth                                                                   165.19%
Putnam Research                                                                                 15.20%
Putnam Small Cap Value                                                                          -4.44%
Putnam Utilities Growth and Income                                                              -9.03%
Putnam Vista                                                                                    56.19%
Putnam Voyager                                                                                  60.31%



<PAGE>

(With the Enhanced Beneficiary Protection Option)

Variable Sub-Account                                                             Since Inception of Sub-Account

Putnam American Government Income                                                                N/A
Putnam Asia Pacific Growth                                                                     117.05%
Putnam Diversified Income                                                                      -10.91%
The George Putnam Fund                                                                         -18.92%
Putnam Global Asset Allocation                                                                  1.27%
Putnam Global Growth                                                                            83.89%
Putnam Growth and Income                                                                       -20.68%
Putnam Growth Opportunities                                                                      N/A
Putnam Health Sciences                                                                          -0.23%
Putnam High Yield                                                                               -9.94%
Putnam Income                                                                                  -13.08%
Putnam International Growth                                                                     61.82%
Putnam International Growth and Income                                                          5.34%
Putnam International New Opportunities                                                         130.60%
Putnam Investors                                                                                24.02%
Putnam Money Market                                                                             -5.62%
Putnam New Opportunities                                                                        84.39%
Putnam New Value                                                                               -25.82%
Putnam OTC & Emerging Growth                                                                   164.78%
Putnam Research                                                                                 15.02%
Putnam Small Cap Value                                                                          -4.59%
Putnam Utilities Growth and Income                                                              -9.18%
Putnam Vista                                                                                    55.94%
Putnam Voyager                                                                                  60.06%

(With Retirement Income Guarantee Rider 2)

Variable Sub-Account                                                             Since Inception of Sub-Account

Putnam American Government Income                                                                N/A
Putnam Asia Pacific Growth                                                                     116.78%
Putnam Diversified Income                                                                      -11.22%
The George Putnam Fund                                                                         -19.23%
Putnam Global Asset Allocation                                                                  0.96%
Putnam Global Growth                                                                            83.60%
Putnam Growth and Income                                                                       -20.99%
Putnam Growth Opportunities                                                                      N/A
Putnam Health Sciences                                                                          -0.55%
Putnam High Yield                                                                              -10.25%
Putnam Income                                                                                  -13.39%
Putnam International Growth                                                                     61.52%
Putnam International Growth and Income                                                          5.03%
Putnam International New Opportunities                                                         130.34%
Putnam Investors                                                                                23.71%
Putnam Money Market                                                                             -5.93%
Putnam New Opportunities                                                                        84.10%
Putnam New Value                                                                               -26.13%
Putnam OTC & Emerging Growth                                                                   164.54%
Putnam Research                                                                                 14.71%
Putnam Small Cap Value                                                                          -4.91%
Putnam Utilities Growth and Income                                                              -9.49%
Putnam Vista                                                                                    55.64%
Putnam Voyager                                                                                  59.76%


<PAGE>

(With the Enhanced Beneficiary Protection Option and Retirement Income Guarantee Rider 2)

Variable Sub-Account                                                             Since Inception of Sub-Account

Putnam American Government Income                                                                N/A
Putnam Asia Pacific Growth                                                                     116.44%
Putnam Diversified Income                                                                      -11.37%
The George Putnam Fund                                                                         -19.36%
Putnam Global Asset Allocation                                                                  0.79%
Putnam Global Growth                                                                            83.31%
Putnam Growth and Income                                                                       -21.12%
Putnam Growth Opportunities                                                                      N/A
Putnam Health Sciences                                                                          -0.71%
Putnam High Yield                                                                              -10.39%
Putnam Income                                                                                  -13.53%
Putnam International Growth                                                                     61.27%
Putnam International Growth and Income                                                          4.86%
Putnam International New Opportunities                                                         129.97%
Putnam Investors                                                                                23.52%
Putnam Money Market                                                                             -6.09%
Putnam New Opportunities                                                                        83.81%
Putnam New Value                                                                               -26.25%
Putnam OTC & Emerging Growth                                                                   164.12%
Putnam Research                                                                                 14.52%
Putnam Small Cap Value                                                                          -5.06%
Putnam Utilities Growth and Income                                                              -9.64%
Putnam Vista                                                                                    55.39%
Putnam Voyager                                                                                  59.51%

</TABLE>

<PAGE>

Non-Standardized Total Returns

Set  out  below  are  the  non-standardized  total  returns  for  each  Variable
Sub-Account (other than the Putnam American  Government Income and Putnam Growth
Opportunities  Variable  Sub-Accounts)  since its inception through December 31,
1999. All of the Variable  Sub-Accounts  commenced  operations on April 30, 1999
except for the Putnam American Government Income and Putnam Growth Opportunities
Variable  Sub-Accounts,  which  commenced  operations  on February 4, 2000.  The
non-standardized  total returns shown below do not reflect withdrawal charges or
the $30 annual contract  maintenance charge that may be imposed under the Putnam
Allstate  Advisor  Contract.  No  non-standardized   performance  is  shown  for
Contracts with Retirement Income Guarantee Rider 2.

<TABLE>
<CAPTION>

(Without the Enhanced Beneficiary Protection Option or Retirement Income Guarantee Rider)

<S>                                                                             <C>
Variable Sub-Account                                                             Since Inception of Sub-Account

Putnam American Government Income                                                                N/A
Putnam Asia Pacific Growth                                                                     128.95%
Putnam Diversified Income                                                                       -1.99%
The George Putnam Fund                                                                         -10.26%
Putnam Global Asset Allocation                                                                  10.57%
Putnam Global Growth                                                                            95.17%
Putnam Growth and Income                                                                       -12.08%
Putnam Growth Opportunities                                                                      N/A
Putnam Health Sciences                                                                          9.02%
Putnam High Yield                                                                               -0.98%
Putnam Income                                                                                   -4.23%
Putnam International Growth                                                                     72.64%
Putnam International Growth and Income                                                          14.76%
Putnam International New Opportunities                                                         142.73%
Putnam Investors                                                                                33.95%
Putnam Money Market                                                                             3.47%
Putnam New Opportunities                                                                        95.67%
Putnam New Value                                                                               -17.41%
Putnam OTC & Emerging Growth                                                                   177.46%
Putnam Research                                                                                 24.71%
Putnam Small Cap Value                                                                          4.53%
Putnam Utilities Growth and Income                                                              -0.20%
Putnam Vista                                                                                    66.63%
Putnam Voyager                                                                                  70.84%

<PAGE>

(With the Enhanced Beneficiary Protection Option)

Variable Sub-Account                                                             Since Inception of Sub-Account

Putnam American Government Income                                                                N/A
Putnam Asia Pacific Growth                                                                     128.60%
Putnam Diversified Income                                                                       -2.14%
The George Putnam Fund                                                                         -10.40%
Putnam Global Asset Allocation                                                                  10.40%
Putnam Global Growth                                                                            94.87%
Putnam Growth and Income                                                                       -12.22%
Putnam Growth Opportunities                                                                      N/A
Putnam Health Sciences                                                                          8.85%
Putnam High Yield                                                                               -1.13%
Putnam Income                                                                                   -4.38%
Putnam International Growth                                                                     72.38%
Putnam International Growth and Income                                                          14.59%
Putnam International New Opportunities                                                         142.36%
Putnam Investors                                                                                33.75%
Putnam Money Market                                                                             3.31%
Putnam New Opportunities                                                                        95.38%
Putnam New Value                                                                               -17.53%
Putnam OTC & Emerging Growth                                                                   177.04%
Putnam Research                                                                                 24.52%
Putnam Small Cap Value                                                                          4.37%
Putnam Utilities Growth and Income                                                              -0.35%
Putnam Vista                                                                                    66.38%
Putnam Voyager                                                                                  70.58%
</TABLE>

<PAGE>

Adjusted Historical Total Returns

Set out  below are the  adjusted  historical  total  returns  for each  Variable
Sub-Account (other than the Putnam American  Government Income and Putnam Growth
Opportunities Variable Sub-Accounts) since the Fund's inception through December
31, 1999.  Adjusted  historical total returns are computed in the same manner as
standardized total returns,  except that the performance figures shown are based
on the Funds'  historical  performance  since the  inception of the Funds rather
than the inception of the Variable Sub-Accounts.

<TABLE>
<CAPTION>

(Without  the Enhanced  Beneficiary  Protection  Option or a  Retirement  Income Guarantee Rider)


                                                                                           Ten  Years  or
                                                                            Five Years     Since Inception*
Variable Sub-Account                                         One Year

<S>                                                         <C>              <C>            <C>
Putnam American Government Income                                 N/A            N/A             N/A
Putnam Asia Pacific Growth                                      98.49%           N/A            12.19%
Putnam Diversified Income                                       -5.54%          4.96%           3.36%
The George Putnam Fund                                          -7.67%           N/A            -3.01%
Putnam Global Asset Allocation                                   4.35%         15.05%           10.67%
Putnam Global Growth                                            58.34%         25.35%           15.66%
Putnam Growth and Income                                        -5.82%         17.43%           12.37%
Putnam Growth Opportunities                                       N/A            N/A             N/A
Putnam Health Sciences                                          -11.20%          N/A            -1.95%
Putnam High Yield                                               -1.53%          6.83%           9.25%
Putnam Income                                                   -9.40%          5.34%           6.02%
Putnam International Growth                                     52.02%           N/A            27.38%
Putnam International Growth and Income                          16.78%           N/A            15.39%
Putnam International New Opportunities                          94.26%           N/A            30.03%
Putnam Investors                                                22.34%           N/A            23.48%
Putnam Money Market                                             -2.62%          3.20%           3.46%
Putnam New Opportunities                                        60.97%         30.82%           28.33%
Putnam New Value                                                -7.01%           N/A            4.78%
Putnam OTC & Emerging Growth                                    117.61%          N/A            59.21%
Putnam Research                                                 20.08%           N/A            33.54%
Putnam Small Cap Value                                            N/A            N/A            -4.44%
Putnam Utilities Growth and Income                              -8.04%         15.16%           11.02%
Putnam Vista                                                    44.66%           N/A            28.27%
Putnam Voyager                                                  50.03%         29.60%           20.57%


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

* Each of the  above  Funds  (Class IB  shares)  corresponding  to the  Variable
Sub-Accounts  commenced  operations on April 30, 1998,  except for the Putnam VT
Diversified  Income,  Growth and Income,  and International  Growth Funds, which
commenced  operations  on April 6, 1998,  the  Putnam VT  Research  Fund,  which
commenced  operations  September  30, 1998,  the Putnam VT Small Cap Value Fund,
which commenced operations April 30, 1999, and the Putnam VT American Government
Fund and Putnam VT Growth  Opportunities  Fund,  which  commenced  operations on
January 31, 2000.  For periods prior to the inception  dates of the Funds (Class
IB shares), the performance shown is based on the historical  performance of the
Funds (Class IA shares),  adjusted to reflect the current  expenses of the Funds
(Class IB shares).  The  inception  dates for the Funds (Class IA shares) are as
follows:

         Global Asset Allocation,  Growth and Income,  Income, High Yield, Money
         Market,  and Voyager  commenced  operations on February 1, 1988; Global
         Growth commenced operations on May 1, 1990; Utilities Growth and Income
         commenced  operations  on May 1,  1992;  Diversified  Income  commenced
         operations  on  September  15,  1993;   New   Opportunities   commenced
         operations on May 2, 1994; Asia Pacific Growth commenced  operations on
         May 1, 1995;  International  Growth,  International  Growth and Income,
         International  New   Opportunities,   New  Value  and  Vista  commenced
         operations on January 2, 1997; The George Putnam Fund of Boston, Health
         Sciences,  Investors and OTC & Emerging Growth commenced  operations on
         April 30, 1998.

<PAGE>

(With the Enhanced Beneficiary Protection Option)*

                                                                            Five Years     Ten Years or

Variable Sub-Account                                         One Year                      Since Fund
                                                                                           Inception**
Putnam American Government Income                                 N/A            N/A             N/A
Putnam Asia Pacific Growth                                      98.18%           N/A            12.02%
Putnam Diversified Income                                       -5.69%          4.80%           3.20%
The George Putnam Fund                                          -7.82%           N/A            -3.16%
Putnam Global Asset Allocation                                   4.19%         14.88%           10.50%
Putnam Global Growth                                            56.24%         24.87%           15.35%
Putnam Growth and Income                                        -5.97%         17.25%           12.20%
Putnam Growth Opportunities                                       N/A            N/A             N/A
Putnam Health Sciences                                          -11.35%          N/A            -2.11%
Putnam High Yield                                               -1.69%          6.66%           9.09%
Putnam Income                                                   -9.55%          5.18%           5.86%
Putnam International Growth                                     51.78%           N/A            27.19%
Putnam International Growth and Income                          16.59%           N/A            15.21%
Putnam International New Opportunities                          93.96%           N/A            29.83%
Putnam Investors                                                22.15%           N/A            23.29%
Putnam Money Market                                             -2.78%          3.04%           3.31%
Putnam New Opportunities                                        60.72%         30.62%           28.13%
Putnam New Value                                                -7.16%           N/A            4.61%
Putnam OTC & Emerging Growth                                    117.27%          N/A            58.96%
Putnam Research                                                 19.89%           N/A            33.33%
Putnam Small Cap Value                                            N/A            N/A            -4.59%
Putnam Utilities Growth and Income                              -8.19%         14.99%           10.85%
Putnam Vista                                                    44.44%           N/A            28.07%
Putnam Voyager                                                  49.79%         29.41%           20.38%
- --------------

*    Performance  figures have been  adjusted to reflect the current  charge for
     the  Enhanced  Beneficiary  Protection  Option as if that  feature had been
     available throughout the periods shown.

**   The  inception  dates for the Funds  appear  in the first  footnote  to the
     preceding  table.  For periods  prior to the  inception  dates of the Funds
     (Class  IB  shares),  the  performance  shown is  based  on the  historical
     performance of the Funds (Class IA shares), adjusted to reflect the current
     expenses of the Funds (Class IB shares).  The inception dates for the Funds
     (Class IA shares) are shown on the first note to the first table above.

<PAGE>

(With Retirement Income Guarantee Rider 2)*

                                                                                           Ten Years or
                                                                            Five Years     Since Fund

Variable Sub-Account                                         One Year                      Inception**

Putnam American Government Income                                 N/A            N/A              N/A
Putnam Asia Pacific Growth                                      98.17%           N/A            11.79%
Putnam Diversified Income                                       -5.86%          4.66%            2.98%
The George Putnam Fund                                          -7.99%           N/A            -3.39%
Putnam Global Asset Allocation                                   4.04%         14.79%           10.38%
Putnam Global Growth                                            56.17%         24.78%           15.21%
Putnam Growth and Income                                        -6.14%         17.20%           12.10%
Putnam Growth Opportunities                                       N/A            N/A              N/A
Putnam Health Sciences                                          -11.52%          N/A            -2.36%
Putnam High Yield                                               -1.85%          6.54%            8.99%
Putnam Income                                                   -9.72%          5.04%            5.72%
Putnam International Growth                                     51.70%           N/A            27.08%
Putnam International Growth and Income                          16.46%           N/A            15.09%
Putnam International New Opportunities                          93.94%           N/A            29.68%
Putnam Investors                                                22.03%           N/A            23.11%
Putnam Money Market                                             -2.94%          2.86%            3.11%
Putnam New Opportunities                                        60.65%         30.59%           28.08%
Putnam New Value                                                -7.33%           N/A             4.47%
Putnam OTC & Emerging Growth                                    117.29%          N/A            58.78%
Putnam Research                                                 19.76%           N/A            33.00%
Putnam Small Cap Value                                            N/A            N/A            -4.91%
Putnam Utilities Growth and Income                              -8.36%         14.92%           10.72%
Putnam Vista                                                    44.35%           N/A            27.98%
Putnam Voyager                                                  49.71%         29.37%           20.33%
- --------------

*    Performance  figures have been  adjusted to reflect the current  charge for
     Retirement  Income  Guarantee Rider 2 as if that feature had been available
     throughout the periods  shown.  For purposes of computing the Rider fee, we
     assumed that Income Base B applied,  that there were no additional purchase
     payments or  withdrawals,  and that the Contract  Issue Date coincided with
     the inception date of the Fund (Class IA shares).

**   The inception dates for the Funds appear in the first footnote to the first
     table under Adjusted  Historical  Total  Returns.  For periods prior to the
     inception  dates of the Funds (Class IB shares,  the  performance  shown is
     based  on the  historical  performance  of the  Funds  (Class  IA  shares),
     adjusted to reflect the  current  expenses of the Funds  (Class IB shares).
     The inception  dates for the Funds (Class IA shares) are shown on the first
     note to the first table above.

<PAGE>

(With the Enhanced Beneficiary Protection Option and Retirement Income Guarantee Rider 2)*

                                                                            Five Years     Ten Years or

Variable Sub-Account                                         One Year                      Since Fund
                                                                                           Inception**
Putnam American Government Income                                 N/A            N/A              N/A
Putnam Asia Pacific Growth                                      97.86%           N/A            11.62%
Putnam Diversified Income                                       -6.01%          4.49%            2.81%
The George Putnam Fund                                          -8.14%           N/A            -3.55%
Putnam Global Asset Allocation                                   3.87%         14.61%           10.21%
Putnam Global Growth                                            55.93%         24.59%           15.03%
Putnam Growth and Income                                        -6.29%         17.02%           11.93%
Putnam Growth Opportunities                                       N/A            N/A              N/A
Putnam Health Sciences                                          -11.67%          N/A            -2.52%
Putnam High Yield                                               -2.01%          6.37%            8.82%
Putnam Income                                                   -9.87%          4.87%            5.56%
Putnam International Growth                                     51.46%           N/A            26.88%
Putnam International Growth and Income                          16.27%           N/A            14.91%
Putnam International New Opportunities                          93.64%           N/A            29.48%
Putnam Investors                                                21.83%           N/A            22.91%
Putnam Money Market                                             -3.10%          2.70%            2.95%
Putnam New Opportunities                                        60.40%         30.39%           27.88%
Putnam New Value                                                -7.48%           N/A             4.30%
Putnam OTC & Emerging Growth                                    116.95%          N/A            58.53%
Putnam Research                                                 19.57%           N/A            32.79%
Putnam Small Cap Value                                            N/A            N/A            -5.06%
Putnam Utilities Growth and Income                              -8.51%         14.74%           10.55%
Putnam Vista                                                    44.12%           N/A            27.78%
Putnam Voyager                                                  49.47%         29.17%           20.15%
- --------------
</TABLE>

*    Performance  figures have been  adjusted to reflect the current  charge for
     the Enhanced Beneficiary  Protection Option and Retirement Income Guarantee
     Rider 2 as if those  features  had been  available  throughout  the periods
     shown.

**   The inception dates for the Funds appear in the first footnote to the first
     table under Adjusted  Historical  Total  Returns.  For periods prior to the
     inception dates of the Funds (Class IB shares),  the  performance  shown is
     based on the historical performance of the Funds (Class IA shares, adjusted
     to  reflect  the  current  expenses  of the Funds  (Class IB  shares).  The
     inception dates for the Funds (Class IA shares) are shown on the first note
     to the preceding table.

<PAGE>

                                   APPENDIX B

                      PUTNAM ALLSTATE ADVISOR APEX CONTRACT

Putnam  Allstate  Advisor  Apex  Contracts  were first  offered to the public on
October 25, 1999. Accordingly,  performance shown for periods prior to that date
reflects the performance of the Variable  Sub-Accounts,  adjusted to reflect the
current  charges  under the  Contracts  that would have applied had they been in
existence at the time.  These Contract charges include a maximum sales charge of
5.75% of purchase payments (not reflected in non-standardized total returns) and
total Variable Account annual expenses of:

o        0.80% (without any optional benefit riders), or
o        0.95% if you select the Enhanced Beneficiary Protection Option.

In  addition,  where  Retirement  Income  Guarantee  Rider  2 is  included,  the
performance  shown reflects the deduction of the annual Rider fee equal to 0.30%
of the  Income  Base,  assuming  Income  Base B is in  effect  and  assuming  no
additional purchase payments or withdrawals.

The performance  shown does not reflect the maximum  withdrawal charge of 0.50%,
which applies only during the first  Contract  Year and only to Contracts  under
which purchase  payments of at least a $1 million have been made. If such charge
were reflected, the performance shown would be lower.

See the Expense Table in the Prospectus for more details.

Standardized Total Returns

Set out below are the standardized  total returns for each Variable  Sub-Account
(other  than  the  Putnam   American   Government   Income  and  Putnam   Growth
Opportunities  Variable  Sub-Accounts)  since its inception through December 31,
1999. All of the Variable  Sub-Accounts  commenced  operations on April 30, 1999
except for the Putnam American Government Income and Putnam Growth Opportunities
Variable Sub-Accounts, which commenced operations on February 4, 2000.

<PAGE>
<TABLE>
<CAPTION>

(Without the Enhanced Beneficiary Protection Option or Retirement Income Guarantee Rider)

<S>                                                                              <C>
Variable Sub-Account                                                             Since Inception of Sub-Account

Putnam American Government Income                                                                N/A
Putnam Asia Pacific Growth                                                                     281.10%
Putnam Diversified Income                                                                      -20.80%
The George Putnam Fund                                                                         -37.74%
Putnam Global Asset Allocation                                                                  2.21%
Putnam Global Growth                                                                           315.23%
Putnam Growth and Income                                                                       -41.05%
Putnam Growth Opportunities                                                                      N/A
Putnam Health Sciences                                                                          1.01%
Putnam High Yield                                                                              -11.95%
Putnam Income                                                                                  -31.24%
Putnam International Growth                                                                    204.81%
Putnam International Growth and Income                                                          -1.80%
Putnam International New Opportunities                                                         518.95%
Putnam Investors                                                                                68.85%
Putnam Money Market                                                                            -25.94%
Putnam New Opportunities                                                                       298.59%
Putnam New Value                                                                               -40.27%
Putnam OTC & Emerging Growth                                                                   690.43%
Putnam Research                                                                                 27.32%
Putnam Small Cap Value                                                                          9.37%
Putnam Utilities Growth and Income                                                             -43.79%
Putnam Vista                                                                                   226.38%
Putnam Voyager                                                                                 217.53%


<PAGE>

(With the Enhanced Beneficiary Protection Option)

Variable Sub-Account                                                             Since Inception of Sub-Account

Putnam American Government Income                                                                N/A
Putnam Asia Pacific Growth                                                                     280.53%
Putnam Diversified Income                                                                      -20.92%
The George Putnam Fund                                                                         -37.83%
Putnam Global Asset Allocation                                                                  2.06%
Putnam Global Growth                                                                           314.61%
Putnam Growth and Income                                                                       -41.14%
Putnam Growth Opportunities                                                                      N/A
Putnam Health Sciences                                                                          0.86%
Putnam High Yield                                                                              -12.09%
Putnam Income                                                                                  -31.34%
Putnam International Growth                                                                    204.35%
Putnam International Growth and Income                                                          -1.95%
Putnam International New Opportunities                                                         518.02%
Putnam Investors                                                                                68.60%
Putnam Money Market                                                                            -26.05%
Putnam New Opportunities                                                                       297.99%
Putnam New Value                                                                               -40.36%
Putnam OTC & Emerging Growth                                                                   689.25%
Putnam Research                                                                                 27.12%
Putnam Small Cap Value                                                                          9.21%
Putnam Utilities Growth and Income                                                             -43.88%
Putnam Vista                                                                                   225.89%
Putnam Voyager                                                                                 217.05%

(With Retirement Income Guarantee Rider 2)

Variable Sub-Account                                                             Since Inception of Sub-Account

Putnam American Government Income                                                                N/A
Putnam Asia Pacific Growth                                                                     275.87%
Putnam Diversified Income                                                                      -22.22%
The George Putnam Fund                                                                         -38.90%
Putnam Global Asset Allocation                                                                  0.46%
Putnam Global Growth                                                                           309.62%
Putnam Growth and Income                                                                       -42.17%
Putnam Growth Opportunities                                                                      N/A
Putnam Health Sciences                                                                          -0.73%
Putnam High Yield                                                                              -13.51%
Putnam Income                                                                                  -32.50%
Putnam International Growth                                                                    200.47%
Putnam International Growth and Income                                                          -3.50%
Putnam International New Opportunities                                                         511.14%
Putnam Investors                                                                                66.19%
Putnam Money Market                                                                            -27.28%
Putnam New Opportunities                                                                       293.16%
Putnam New Value                                                                               -41.40%
Putnam OTC & Emerging Growth                                                                   680.86%
Putnam Research                                                                                 25.21%
Putnam Small Cap Value                                                                          7.51%
Putnam Utilities Growth and Income                                                             -44.86%
Putnam Vista                                                                                   221.78%
Putnam Voyager                                                                                 213.03%


<PAGE>

(With the Enhanced Beneficiary Protection Option and Retirement Income Guarantee Rider 2)

Variable Sub-Account                                                             Since Inception of Sub-Account

Putnam American Government Income                                                                N/A
Putnam Asia Pacific Growth                                                                     275.31%
Putnam Diversified Income                                                                      -22.34%
The George Putnam Fund                                                                         -38.99%
Putnam Global Asset Allocation                                                                  0.31%
Putnam Global Growth                                                                           309.01%
Putnam Growth and Income                                                                       -42.26%
Putnam Growth Opportunities                                                                      N/A
Putnam Health Sciences                                                                          -0.88%
Putnam High Yield                                                                              -13.64%
Putnam Income                                                                                  -32.60%
Putnam International Growth                                                                    200.02%
Putnam International Growth and Income                                                          -3.65%
Putnam International New Opportunities                                                         510.22%
Putnam Investors                                                                                65.94%
Putnam Money Market                                                                            -27.40%
Putnam New Opportunities                                                                       292.57%
Putnam New Value                                                                               -41.49%
Putnam OTC & Emerging Growth                                                                   679.69%
Putnam Research                                                                                 25.02%
Putnam Small Cap Value                                                                          7.35%
Putnam Utilities Growth and Income                                                             -44.95%
Putnam Vista                                                                                   221.30%
Putnam Voyager                                                                                 212.56%

</TABLE>

<PAGE>

Non-Standardized Total Returns

Set  out  below  are  the  non-standardized  total  returns  for  each  Variable
Sub-Account (other than the Putnam American  Government Income and Putnam Growth
Opportunities  Variable  Sub-Accounts)  since its inception through December 31,
1999. All of the Variable  Sub-Accounts  commenced  operations on April 30, 1999
except for the Putnam American Government Income and Putnam Growth Opportunities
Variable  Sub-Accounts,  which  commenced  operations  on February 4, 2000.  The
non-standardized total returns shown below do not reflect the withdrawal charges
that may be  imposed  under the  Putnam  Allstate  Advisor  Apex  Contracts.  No
non-standardized  performance  is shown for  Contracts  with  Retirement  Income
Guarantee Rider 2.

<TABLE>
<CAPTION>

(Without the Enhanced Beneficiary Protection Option or Retirement Income Guarantee Rider)

<S>                                                                             <C>
Variable Sub-Account                                                             Since Inception of Sub-Account

Putnam American Government Income                                                                N/A
Putnam Asia Pacific Growth                                                                     436.60%
Putnam Diversified Income                                                                       11.64%
The George Putnam Fund                                                                         -12.22%
Putnam Global Asset Allocation                                                                  44.05%
Putnam Global Growth                                                                           484.62%
Putnam Growth and Income                                                                       -16.90%
Putnam Growth Opportunities                                                                      N/A
Putnam Health Sciences                                                                          42.36%
Putnam High Yield                                                                               24.09%
Putnam Income                                                                                   -3.07%
Putnam International Growth                                                                    329.25%
Putnam International Growth and Income                                                          38.39%
Putnam International New Opportunities                                                         771.20%
Putnam Investors                                                                               137.88%
Putnam Money Market                                                                             4.39%
Putnam New Opportunities                                                                       461.20%
Putnam New Value                                                                               -15.80%
Putnam OTC & Emerging Growth                                                                   1012.38%
Putnam Research                                                                                 79.40%
Putnam Small Cap Value                                                                          54.13%
Putnam Utilities Growth and Income                                                             -20.76%
Putnam Vista                                                                                   359.60%
Putnam Voyager                                                                                 347.14%



<PAGE>

(With the Enhanced Beneficiary Protection Option)

Variable Sub-Account                                                             Since Inception of Sub-Account

Putnam American Government Income                                                                N/A
Putnam Asia Pacific Growth                                                                     435.79%
Putnam Diversified Income                                                                       11.47%
The George Putnam Fund                                                                         -12.35%
Putnam Global Asset Allocation                                                                  43.83%
Putnam Global Growth                                                                           483.74%
Putnam Growth and Income                                                                       -17.02%
Putnam Growth Opportunities                                                                      N/A
Putnam Health Sciences                                                                          42.14%
Putnam High Yield                                                                               23.91%
Putnam Income                                                                                   -3.21%
Putnam International Growth                                                                    328.60%
Putnam International Growth and Income                                                          38.18%
Putnam International New Opportunities                                                         769.90%
Putnam Investors                                                                               137.52%
Putnam Money Market                                                                             4.24%
Putnam New Opportunities                                                                       460.36%
Putnam New Value                                                                               -15.92%
Putnam OTC & Emerging Growth                                                                   1010.72%
Putnam Research                                                                                 79.13%
Putnam Small Cap Value                                                                          53.90%
Putnam Utilities Growth and Income                                                             -20.88%
Putnam Vista                                                                                   358.91%
Putnam Voyager                                                                                 346.47%

</TABLE>

Adjusted Historical Total Returns

Set out  below are the  adjusted  historical  total  returns  for each  Variable
Sub-Account (other than the Putnam American  Government Income and Putnam Growth
Opportunities Variable Sub-Accounts) since the Fund's inception through December
31, 1999.  Adjusted  historical total returns are computed in the same manner as
standardized total returns,  except that the performance figures shown are based
on the Funds'  historical  performance  since the  inception of the Funds rather
than the inception of the Variable Sub-Accounts.

<TABLE>
<CAPTION>

(Without  the Enhanced  Beneficiary  Protection  Option or a  Retirement  Income Guarantee Rider)

                                                                                           Ten Year or
                                                                            Five Years     Since Fund

Variable Sub-Account                                         One Year                      Inception**

<S>                                                         <C>             <C>             <C>
Putnam American Government Income                                 N/A            N/A             N/A
Putnam Asia Pacific Growth                                      93.63%           N/A            11.83%
Putnam Diversified Income                                       -4.87%          4.66%           3.15%
The George Putnam Fund                                          -6.89%           N/A            -2.40%
Putnam Global Asset Allocation                                   4.50%         14.55%           10.56%
Putnam Global Growth                                            53.86%         24.41%           15.40%
Putnam Growth and Income                                        -5.14%         16.89%           12.26%
Putnam Growth Opportunities                                       N/A            N/A             N/A
Putnam Health Sciences                                          -10.23%          N/A            -1.40%
Putnam High Yield                                               -1.07%          6.49%           9.15%
Putnam Income                                                   -8.53%          5.04%           5.92%
Putnam International Growth                                     49.63%           N/A            26.54%
Putnam International Growth and Income                          16.26%           N/A            14.95%
Putnam International New Opportunities                          89.63%           N/A            29.12%
Putnam Investors                                                21.53%           N/A            22.77%
Putnam Money Market                                             -2.78%          2.81%           3.31%
Putnam New Opportunities                                        58.10%         30.09%           27.76%
Putnam New Value                                                -6.26%           N/A            4.76%
Putnam OTC & Emerging Growth                                    111.72%          N/A            56.96%
Putnam Research                                                 19.39%           N/A            32.27%
Putnam Small Cap Value                                            N/A            N/A            -3.86%
Putnam Utilities Growth and Income                              -7.24%         14.66%           10.72%
Putnam Vista                                                    42.67%           N/A            27.40%
Putnam Voyager                                                  47.74%         28.88%           20.44%


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

* Each of the  above  Funds  (Class IB  shares)  corresponding  to the  Variable
Sub-Accounts  commenced  operations on April 30, 1998,  except for the Putnam VT
Diversified  Income,  Growth and Income,  and International  Growth Funds, which
commenced  operations  on April 6, 1998,  the  Putnam VT  Research  Fund,  which
commenced  operations  September  30, 1998,  the Putnam VT Small Cap Value Fund,
which commenced operations April 30, 1999, and the Putnam VT American Government
Fund and Putnam VT Growth  Opportunities  Fund,  which  commenced  operations on
January 31, 2000.  For periods prior to the inception  dates of the Funds (Class
IB shares), the performance shown is based on the historical  performance of the
Funds (Class IA shares),  adjusted to reflect the current  expenses of the Funds
(Class IB shares).  The  inception  dates for the Funds (Class IA shares) are as
follows:

     Global  Asset  Allocation,  Growth and Income,  Income,  High Yield,  Money
     Market, and Voyager commenced operations on February 1, 1988; Global Growth
     commenced  operations on May 1, 1990; Utilities Growth and Income commenced
     operations  on May 1, 1992;  Diversified  Income  commenced  operations  on
     September 15, 1993; New Opportunities  commenced operations on May 2, 1994;
     Asia Pacific  Growth  commenced  operations  on May 1, 1995;  International
     Growth,  International Growth and Income,  International New Opportunities,
     New Value and Vista  commenced  operations  on January 2, 1997;  The George
     Putnam Fund of Boston, Health Sciences, Investors and OTC & Emerging Growth
     commenced operations on April 30, 1998.

<PAGE>

(With the Enhanced Beneficiary Protection Option)*


                                                                            Five Years     Ten Years or

Variable Sub-Account                                         One Year                      Since Fund
                                                                                           Inception**
Putnam American Government Income                                 N/A            N/A              N/A
Putnam Asia Pacific Growth                                      93.34%           N/A            11.66%
Putnam Diversified Income                                       -5.02%          4.51%            2.99%
The George Putnam Fund                                          -7.03%           N/A            -2.55%
Putnam Global Asset Allocation                                   4.34%         14.38%           10.40%
Putnam Global Growth                                            53.63%         24.23%           15.22%
Putnam Growth and Income                                        -5.28%         16.71%           12.09%
Putnam Growth Opportunities                                       N/A            N/A              N/A
Putnam Health Sciences                                          -10.37%          N/A            -1.55%
Putnam High Yield                                               -1.22%          6.33%            8.98%
Putnam Income                                                   -8.67%          4.88%            5.76%
Putnam International Growth                                     49.40%           N/A            26.35%
Putnam International Growth and Income                          16.09%           N/A            14.78%
Putnam International New Opportunities                          89.34%           N/A            28.92%
Putnam Investors                                                21.35%           N/A            22.59%
Putnam Money Market                                             -2.93%          2.66%            3.15%
Putnam New Opportunities                                        57.86%         29.89%           27.57%
Putnam New Value                                                -6.40%           N/A             4.60%
Putnam OTC & Emerging Growth                                    111.40%          N/A            56.72%
Putnam Research                                                 19.21%           N/A            32.07%
Putnam Small Cap Value                                            N/A            N/A            -4.00%
Putnam Utilities Growth and Income                              -7.38%         14.48%           10.55%
Putnam Vista                                                    42.45%           N/A            27.21%
Putnam Voyager                                                  47.52%      28.69%              20.26%


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

*    Performance  figures have been  adjusted to reflect the current  charge for
     the  Enhanced  Beneficiary  Protection  Option as if that  feature had been
     available throughout the periods shown.

**   The  inception  dates for the Funds  appear  in the first  footnote  to the
     preceding  table.  For periods  prior to the  inception  dates of the Funds
     (Class  IB  shares,  the  performance  shown  is  based  on the  historical
     performance of the Funds (Class IA shares,  adjusted to reflect the current
     expenses of the Funds (Class IB shares).  The inception dates for the Funds
     (Class IA shares) are shown on the first note to the first table above.

<PAGE>

(With Retirement Income Guarantee Rider 2)*


                                                                            Five Years     Ten Years or

Variable Sub-Account                                         One Year                      Since Fund
                                                                                           Inception**
Putnam American Government Income                                 N/A            N/A              N/A
Putnam Asia Pacific Growth                                      93.33%           N/A            11.44%
Putnam Diversified Income                                       -5.17%          4.37%            2.78%
The George Putnam Fund                                          -7.19%           N/A            -2.77%
Putnam Global Asset Allocation                                   4.20%         14.30%           10.28%
Putnam Global Growth                                            53.56%         24.14%           15.09%
Putnam Growth and Income                                        -5.44%         16.66%           12.00%
Putnam Growth Opportunities                                       N/A            N/A              N/A
Putnam Health Sciences                                          -10.53%          N/A            -1.78%
Putnam High Yield                                               -1.37%          6.21%            8.89%
Putnam Income                                                   -8.83%          4.75%            5.63%
Putnam International Growth                                     49.33%           N/A            26.25%
Putnam International Growth and Income                          15.96%           N/A            14.66%
Putnam International New Opportunities                          89.33%           N/A            28.78%
Putnam Investors                                                21.23%           N/A            22.42%
Putnam Money Market                                             -3.08%          2.49%            2.96%
Putnam New Opportunities                                        57.80%         29.86%           27.51%
Putnam New Value                                                -6.56%           N/A             4.47%
Putnam OTC & Emerging Growth                                    111.42%          N/A            56.55%
Putnam Research                                                 19.09%           N/A            31.76%
Putnam Small Cap Value                                            N/A            N/A            -4.30%
Putnam Utilities Growth and Income                              -7.54%         14.42%           10.43%
Putnam Vista                                                    42.37%           N/A            27.12%
Putnam Voyager                                                  47.44%         28.65%           20.21%
- --------------

*    Performance  figures have been  adjusted to reflect the current  charge for
     Retirement  Income  Guarantee Rider 2 as if that feature had been available
     throughout the periods  shown.  For purposes of computing the Rider fee, we
     assumed that Income Base B applied,  that there were no additional purchase
     payments or  withdrawals,  and that the Contract  Issue Date coincided with
     the inception date of the Fund (Class IA shares).

**   The inception dates for the Funds appear in the first footnote to the first
     table under Adjusted  Historical  Total  Returns.  For periods prior to the
     inception dates of the Funds (Class IB shares),  the  performance  shown is
     based  on the  historical  performance  of the  Funds  (Class  IA  shares),
     adjusted to reflect the  current  expenses of the Funds  (Class IB shares).
     The  inception  dates for the Funds (Class IA shares are shown on the first
     note to the first table above.

<PAGE>

(With the Enhanced Beneficiary Protection Option and Retirement Income Guarantee Rider 2)*


                                                                            Five Years     Ten Years or

Variable Sub-Account                                         One Year                      Since Fund
                                                                                           Inception**
Putnam American Government Income                                 N/A            N/A              N/A
Putnam Asia Pacific Growth                                      93.04%           N/A            11.27%
Putnam Diversified Income                                       -5.31%          4.21%            2.62%
The George Putnam Fund                                          -7.33%           N/A            -2.91%
Putnam Global Asset Allocation                                   4.04%         14.12%           10.11%
Putnam Global Growth                                            53.33%         23.95%           14.91%
Putnam Growth and Income                                        -5.58%         16.48%           11.83%
Putnam Growth Opportunities                                       N/A            N/A              N/A
Putnam Health Sciences                                          -10.67%          N/A            -1.93%
Putnam High Yield                                               -1.52%          6.05%            8.73%
Putnam Income                                                   -8.96%          4.59%            5.47%
Putnam International Growth                                     49.10%           N/A            26.06%
Putnam International Growth and Income                          15.79%           N/A            14.49%
Putnam International New Opportunities                          89.04%           N/A            28.59%
Putnam Investors                                                21.05%           N/A            22.23%
Putnam Money Market                                             -3.23%          2.33%            2.80%
Putnam New Opportunities                                        57.56%         29.66%           27.32%
Putnam New Value                                                -6.70%           N/A             4.31%
Putnam OTC & Emerging Growth                                    111.10%          N/A            56.32%
Putnam Research                                                 18.91%           N/A            31.56%
Putnam Small Cap Value                                            N/A            N/A            -4.44%
Putnam Utilities Growth and Income                              -7.68%         14.25%           10.26%
Putnam Vista                                                    42.15%           N/A            26.93%
Putnam Voyager                                                  47.22%         28.46%           20.03%
- --------------
</TABLE>

*    Performance  figures have been  adjusted to reflect the current  charge for
     the Enhanced Beneficiary  Protection Option and Retirement Income Guarantee
     Rider 2 as if those  features  had been  available  throughout  the periods
     shown.

**   The inception dates for the Funds appear in the first footnote to the first
     table under Adjusted  Historical  Total  Returns.  For periods prior to the
     inception  dates of the Funds (Class IB shares,  the  performance  shown is
     based  on the  historical  performance  of the  Funds  (Class  IA  shares),
     adjusted to reflect the  current  expenses of the Funds  (Class IB shares).
     The  inception  dates for the Funds (Class IA shares are shown on the first
     note to the preceding table.

<PAGE>

                                   APPENDIX C

                      PUTNAM ALLSTATE ADVISOR PLUS CONTRACT

Putnam  Allstate  Advisor  Plus  Contracts  were first  offered to the public on
February 4, 2000. Accordingly,  performance shown for periods prior to that date
reflects the performance of the Variable  Sub-Accounts,  adjusted to reflect the
current  charges  under the  Contracts  that would have applied had they been in
existence  at the time.  These  Contract  charges  include a maximum  withdrawal
charge  of 8%  that  declines  to zero  after  seven  years  (not  reflected  in
non-standardized total returns), and total Variable Account annual expenses of:

o        1.60% (without any optional benefit riders), or
o        1.75% with the Enhanced Beneficiary Protection Option.

In  addition,  where  Retirement  Income  Guarantee  Rider  2 is  included,  the
performance  shown reflects the deduction of the annual Rider fee equal to 0.30%
of the  Income  Base,  assuming  Income  Base B is in  effect  and  assuming  no
additional purchase payments or withdrawals.

The  standardized   total  returns  shown  below  also  include  the  4%  credit
enhancement available under the Putnam Allstate Advisor Plus Contract.

See the Expense Table in the Prospectus for more details.

Standardized Total Returns

Set out below are the standardized  total returns for each Variable  Sub-Account
(other  than  the  Putnam   American   Government   Income  and  Putnam   Growth
Opportunities  Variable  Sub-Accounts)  since its inception through December 31,
1999. All of the Variable  Sub-Accounts  commenced  operations on April 30, 1999
except for the Putnam American Government Income and Putnam Growth Opportunities
Variable Sub-Accounts, which commenced operations on February 4, 2000.

<TABLE>
<CAPTION>

(Without the Enhanced Beneficiary Protection Option or Retirement Income Guarantee Rider)

Variable Sub-Account                                                             Since Inception of Sub-Account

<S>                                                                              <C>
Putnam American Government Income                                                                N/A
Putnam Asia Pacific Growth                                                                     128.62%
Putnam Diversified Income                                                                       -6.54%
The George Putnam Fund                                                                         -14.99%
Putnam Global Asset Allocation                                                                  6.30%
Putnam Global Growth                                                                            97.81%
Putnam Growth and Income                                                                       -16.84%
Putnam Growth Opportunities                                                                      N/A
Putnam Health Sciences                                                                          4.72%
Putnam High Yield                                                                               -5.51%
Putnam Income                                                                                   -8.83%
Putnam International Growth                                                                     70.24%
Putnam International Growth and Income                                                          10.61%
Putnam International New Opportunities                                                         142.91%
Putnam Investors                                                                                30.32%
Putnam Money Market                                                                             -2.04%
Putnam New Opportunities                                                                        94.08%
Putnam New Value                                                                               -22.27%
Putnam OTC & Emerging Growth                                                                   178.99%
Putnam Research                                                                                 20.82%
Putnam Small Cap Value                                                                          0.13%
Putnam Utilities Growth and Income                                                              -4.70%
Putnam Vista                                                                                    64.03%
Putnam Voyager                                                                                  68.38%


<PAGE>

(With the Enhanced Beneficiary Protection Option)
Variable Sub-Account                                                             Since Inception of Sub-Account

Putnam American Government Income                                                                N/A
Putnam Asia Pacific Growth                                                                     128.27%
Putnam Diversified Income                                                                       -6.69%
The George Putnam Fund                                                                         -15.13%
Putnam Global Asset Allocation                                                                  6.13%
Putnam Global Growth                                                                            97.80%
Putnam Growth and Income                                                                       -16.98%
Putnam Growth Opportunities                                                                      N/A
Putnam Health Sciences                                                                          4.55%
Putnam High Yield                                                                               -5.67%
Putnam Income                                                                                   -8.98%
Putnam International Growth                                                                     69.97%
Putnam International Growth and Income                                                          10.43%
Putnam International New Opportunities                                                         142.53%
Putnam Investors                                                                                30.11%
Putnam Money Market                                                                             -2.20%
Putnam New Opportunities                                                                        93.77%
Putnam New Value                                                                               -22.39%
Putnam OTC & Emerging Growth                                                                   178.55%
Putnam Research                                                                                 20.62%
Putnam Small Cap Value                                                                          -0.02%
Putnam Utilities Growth and Income                                                              -4.85%
Putnam Vista                                                                                    63.77%
Putnam Voyager                                                                                  68.11%


(With Retirement Income Guarantee Rider 2)

Variable Sub-Account                                                             Since Inception of Sub-Account

Putnam American Government Income                                                                N/A
Putnam Asia Pacific Growth                                                                     127.98%
Putnam Diversified Income                                                                       -7.02%
The George Putnam Fund                                                                         -15.45%
Putnam Global Asset Allocation                                                                  5.80%
Putnam Global Growth                                                                            97.19%
Putnam Growth and Income                                                                       -17.31%
Putnam Growth Opportunities                                                                      N/A
Putnam Health Sciences                                                                          4.22%
Putnam High Yield                                                                               -6.00%
Putnam Income                                                                                   -9.31%
Putnam International Growth                                                                     69.66%
Putnam International Growth and Income                                                          10.10%
Putnam International New Opportunities                                                         142.25%
Putnam Investors                                                                                29.79%
Putnam Money Market                                                                             -2.53%
Putnam New Opportunities                                                                        93.46%
Putnam New Value                                                                               -22.72%
Putnam OTC & Emerging Growth                                                                   178.29%
Putnam Research                                                                                 20.29%
Putnam Small Cap Value                                                                          -0.35%
Putnam Utilities Growth and Income                                                              -5.18%
Putnam Vista                                                                                    63.45%
Putnam Voyager                                                                                  67.79%


<PAGE>

(With the Enhanced Beneficiary Protection Option and Retirement Income Guarantee Rider 2)

Variable Sub-Account                                                             Since Inception of Sub-Account

Putnam American Government Income                                                                N/A
Putnam Asia Pacific Growth                                                                     127.62%
Putnam Diversified Income                                                                       -7.18%
The George Putnam Fund                                                                         -15.59%
Putnam Global Asset Allocation                                                                  5.63%
Putnam Global Growth                                                                            97.18%
Putnam Growth and Income                                                                       -17.44%
Putnam Growth Opportunities                                                                      N/A
Putnam Health Sciences                                                                          4.05%
Putnam High Yield                                                                               -6.15%
Putnam Income                                                                                   -9.46%
Putnam International Growth                                                                     69.39%
Putnam International Growth and Income                                                          9.92%
Putnam International New Opportunities                                                         141.87%
Putnam Investors                                                                                29.58%
Putnam Money Market                                                                             -2.69%
Putnam New Opportunities                                                                        93.16%
Putnam New Value                                                                               -22.85%
Putnam OTC & Emerging Growth                                                                   177.85%
Putnam Research                                                                                 20.10%
Putnam Small Cap Value                                                                          -0.51%
Putnam Utilities Growth and Income                                                              -5.34%
Putnam Vista                                                                                    63.19%
Putnam Voyager                                                                                  67.52%
</TABLE>


<PAGE>

Non-Standardized Total Returns

Set  out  below  are  the  non-standardized  total  returns  for  each  Variable
Sub-Account (other than the Putnam American  Government Income and Putnam Growth
Opportunities  Variable  Sub-Accounts)  since its inception through December 31,
1999. All of the Variable  Sub-Accounts  commenced  operations on April 30, 1999
except for the Putnam American Government Income and Putnam Growth Opportunities
Variable  Sub-Accounts,  which  commenced  operations  on February 4, 2000.  The
non-standardized  total  returns  shown  below  do not  include  the  4%  credit
enhancement  available  under the Putnam  Allstate  Advisor Plus Contract or the
withdrawal  charge that may be imposed under the Contract.  No  non-standardized
performance is shown for Contracts with Retirement Income Guarantee Rider 2.

<TABLE>
<CAPTION>

(Without the Enhanced Beneficiary Protection Option or Retirement Income Guarantee Rider)

Variable Sub-Account                                                             Since Inception of Sub-Account

<S>                                                                              <C>
Putnam American Government Income                                                                N/A
Putnam Asia Pacific Growth                                                                     128.18%
Putnam Diversified Income                                                                       -2.33%
The George Putnam Fund                                                                         -10.58%
Putnam Global Asset Allocation                                                                  10.17%
Putnam Global Growth                                                                            98.57%
Putnam Growth and Income                                                                       -12.39%
Putnam Growth Opportunities                                                                      N/A
Putnam Health Sciences                                                                          8.63%
Putnam High Yield                                                                               -1.33%
Putnam Income                                                                                   -4.57%
Putnam International Growth                                                                     72.04%
Putnam International Growth and Income                                                          14.35%
Putnam International New Opportunities                                                         141.89%
Putnam Investors                                                                                33.47%
Putnam Money Market                                                                             2.04%
Putnam New Opportunities                                                                        94.98%
Putnam New Value                                                                               -17.70%
Putnam OTC & Emerging Growth                                                                   176.46%
Putnam Research                                                                                 24.26%
Putnam Small Cap Value                                                                          4.17%
Putnam Utilities Growth and Income                                                              -0.54%
Putnam Vista                                                                                    66.04%
Putnam Voyager                                                                                  70.24%


<PAGE>

(With the Enhanced Beneficiary Protection Option)

Variable Sub-Account                                                             Since Inception of Sub-Account

Putnam American Government Income                                                                N/A
Putnam Asia Pacific Growth                                                                     127.84%
Putnam Diversified Income                                                                       -2.48%
The George Putnam Fund                                                                         -10.71%
Putnam Global Asset Allocation                                                                  10.00%
Putnam Global Growth                                                                            98.57%
Putnam Growth and Income                                                                       -12.53%
Putnam Growth Opportunities                                                                      N/A
Putnam Health Sciences                                                                          8.46%
Putnam High Yield                                                                               -1.48%
Putnam Income                                                                                   -4.72%
Putnam International Growth                                                                     71.78%
Putnam International Growth and Income                                                          14.18%
Putnam International New Opportunities                                                         141.53%
Putnam Investors                                                                                33.27%
Putnam Money Market                                                                             1.89%
Putnam New Opportunities                                                                        94.69%
Putnam New Value                                                                               -17.82%
Putnam OTC & Emerging Growth                                                                   176.04%
Putnam Research                                                                                 24.07%
Putnam Small Cap Value                                                                          4.01%
Putnam Utilities Growth and Income                                                              -0.69%
Putnam Vista                                                                                    65.79%
Putnam Voyager                                                                                  69.98%
</TABLE>

<PAGE>

Adjusted Historical Total Returns

Set out  below are the  adjusted  historical  total  returns  for each  Variable
Sub-Account (other than the Putnam American  Government Income and Putnam Growth
Opportunities Variable Sub-Accounts) since the Fund's inception through December
31, 1999.  Adjusted  historical total returns are computed in the same manner as
standardized total returns,  except that the performance figures shown are based
on the Funds'  historical  performance  since the  inception of the Funds rather
than the inception of the Variable  Sub-Accounts.  The adjusted historical total
returns shown below include the 4% credit enhancement available under the Putnam
Allstate Advisor Plus Contract as well as the applicable withdrawal charge under
the Contract.

<TABLE>
<CAPTION>

(Without  the Enhanced  Beneficiary  Protection  Option or a  Retirement  Income Guarantee Rider)

                                                                            Five Years     Ten Years or

Variable Sub-Account                                         One Year                      Since Fund
                                                                                           Inception*
<S>                                                          <C>            <C>            <C>
Putnam American Government Income                                 N/A            N/A             N/A
Putnam Asia Pacific Growth                                      105.16%          N/A            12.59%
Putnam Diversified Income                                       -2.68%          5.06%           3.48%
The George Putnam Fund                                          -4.89%           N/A            -1.36%
Putnam Global Asset Allocation                                   7.57%         15.31%           10.75%
Putnam Global Growth                                            63.98%         25.81%           15.80%
Putnam Growth and Income                                        -2.96%         17.72%           12.45%
Putnam Growth Opportunities                                       N/A            N/A             N/A
Putnam Health Sciences                                          -8.54%           N/A            -0.28%
Putnam High Yield                                                1.47%          6.96%           9.33%
Putnam Income                                                   -6.67%          5.45%           6.11%
Putnam International Growth                                     56.98%           N/A            28.35%
Putnam International Growth and Income                          20.45%           N/A            16.17%
Putnam International New Opportunities                          100.77%          N/A            31.04%
Putnam Investors                                                26.22%           N/A            25.71%
Putnam Money Market                                             -0.38%          3.12%           3.48%
Putnam New Opportunities                                        66.25%         31.26%           28.72%
Putnam New Value                                                -4.19%           N/A            5.38%
Putnam OTC & Emerging Growth                                    124.94%          N/A            62.22%
Putnam Research                                                 23.87%           N/A            36.93%
Putnam Small Cap Value                                            N/A            N/A            0.13%
Putnam Utilities Growth and Income                              -5.26%         15.42%           11.07%
Putnam Vista                                                    49.35%           N/A            29.25%
Putnam Voyager                                                  54.91%         30.03%           20.65%
- --------------

* Each of the  above  Funds  (Class IB  shares)  corresponding  to the  Variable
Sub-Accounts  commenced  operations on April 30, 1998,  except for the Putnam VT
Diversified  Income,  Growth and Income,  and International  Growth Funds, which
commenced  operations  on April 6, 1998,  the  Putnam VT  Research  Fund,  which
commenced  operations  September  30, 1998,  the Putnam VT Small Cap Value Fund,
which commenced operations April 30, 1999, and the Putnam VT American Government
Fund and Putnam VT Growth  Opportunities  Fund,  which  commenced  operations on
January 31, 2000.  For periods prior to the inception  dates of the Funds (Class
IB shares,  the performance shown is based on the historical  performance of the
Funds (Class IA shares),  adjusted to reflect the current  expenses of the Funds
(Class IB shares).  The  inception  dates for the Funds (Class IA shares) are as
follows:

     Global  Asset  Allocation,  Growth and Income,  Income,  High Yield,  Money
     Market, and Voyager commenced operations on February 1, 1988; Global Growth
     commenced  operations on May 1, 1990; Utilities Growth and Income commenced
     operations  on May 1, 1992;  Diversified  Income  commenced  operations  on
     September 15, 1993; New Opportunities  commenced operations on May 2, 1994;
     Asia Pacific  Growth  commenced  operations  on May 1, 1995;  International
     Growth,  International Growth and Income,  International New Opportunities,
     New Value and Vista  commenced  operations  on January 2, 1997;  The George
     Putnam Fund of Boston, Health Sciences, Investors and OTC & Emerging Growth
     commenced operations on April 30, 1998.

<PAGE>

(With the Enhanced Beneficiary Protection Option and Retirement Income Guarantee Rider 2)*


                                                                            Five Years     Ten Years or

Variable Sub-Account                                         One Year                      Since Fund
                                                                                           Inception**
Putnam American Government Income                                 N/A            N/A              N/A
Putnam Asia Pacific Growth                                      104.51%          N/A            12.00%
Putnam Diversified Income                                       -3.16%          4.58%            2.92%
The George Putnam Fund                                          -5.37%           N/A            -1.92%
Putnam Global Asset Allocation                                   7.07%         14.86%           10.29%
Putnam Global Growth                                            63.56%         25.35%           15.31%
Putnam Growth and Income                                        -3.45%         17.30%           12.00%
Putnam Growth Opportunities                                       N/A            N/A              N/A
Putnam Health Sciences                                          -9.02%           N/A            -0.86%
Putnam High Yield                                                0.98%          6.49%            8.90%
Putnam Income                                                   -7.16%          4.96%            5.63%
Putnam International Growth                                     56.40%           N/A            27.84%
Putnam International Growth and Income                          19.93%           N/A            15.68%
Putnam International New Opportunities                          100.12%          N/A            30.48%
Putnam Investors                                                25.68%           N/A            25.12%
Putnam Money Market                                             -0.88%          2.61%            2.96%
Putnam New Opportunities                                        65.66%         30.82%           28.26%
Putnam New Value                                                -4.68%           N/A             4.89%
Putnam OTC & Emerging Growth                                    124.25%          N/A            61.52%
Putnam Research                                                 23.34%           N/A            36.16%
Putnam Small Cap Value                                            N/A            N/A            -0.51%
Putnam Utilities Growth and Income                              -5.74%         14.99%           10.60%
Putnam Vista                                                    48.79%           N/A            28.75%
Putnam Voyager                                                  54.33%         29.59%           20.22%
- --------------

*    Performance  figures have been  adjusted to reflect the current  charge for
     the Enhanced Beneficiary  Protection Option and Retirement Income Guarantee
     Rider 2 as if those  features  had been  available  throughout  the periods
     shown.

**   The  inception  dates for the Funds  appear  in the first  footnote  to the
     preceding  table.  For periods  prior to the  inception  dates of the Funds
     (Class  IB  shares),  the  performance  shown is  based  on the  historical
     performance of the Funds (Class IA shares), adjusted to reflect the current
     expenses of the Funds (Class IB shares).  The inception dates for the Funds
     (Class IA shares) are shown on the first note to the preceding table.

<PAGE>

(With the Enhanced Beneficiary Protection Option)*


                                                                            Five Years     Ten Years or

Variable Sub-Account                                         One Year                      Since Fund
                                                                                           Inception**
Putnam American Government Income                                 N/A            N/A              N/A
Putnam Asia Pacific Growth                                      104.84%          N/A            12.41%
Putnam Diversified Income                                       -2.83%          4.89%            3.32%
The George Putnam Fund                                          -5.04%           N/A            -1.52%
Putnam Global Asset Allocation                                   7.402         15.13%           10.58%
Putnam Global Growth                                            63.89%         25.64%           15.64%
Putnam Growth and Income                                        -3.12%         17.54%           12.28%
Putnam Growth Opportunities                                       N/A            N/A              N/A
Putnam Health Sciences                                          -8.69%           N/A            -0.44%
Putnam High Yield                                                1.31%          6.79%            9.17%
Putnam Income                                                   -6.83%          5.28%            5.94%
Putnam International Growth                                     56.73%           N/A            28.15%
Putnam International Growth and Income                          20.26%           N/A            15.99%
Putnam International New Opportunities                          100.45%          N/A            30.84%
Putnam Investors                                                26.01%           N/A            25.51%
Putnam Money Market                                             -0.55%          2.96%            3.33%
Putnam New Opportunities                                        65.99%         31.06%           28.52%
Putnam New Value                                                -4.35%           N/A             5.21%
Putnam OTC & Emerging Growth                                    124.58%          N/A            61.96%
Putnam Research                                                 23.67%           N/A            36.71%
Putnam Small Cap Value                                            N/A            N/A            -0.02%
Putnam Utilities Growth and Income                              -5.41%         15.24%           10.90%
Putnam Vista                                                    49.12%           N/A            29.05%
Putnam Voyager                                                  54.66%         29.83%           20.46%
- --------------

*    Performance  figures have been  adjusted to reflect the current  charge for
     the  Enhanced  Beneficiary  Protection  Option as if that  feature had been
     available throughout the periods shown.

**   The inception dates for the Funds appear in the first footnote to the first
     table under Adjusted  Historical  Total  Returns.  For periods prior to the
     inception dates of the Funds (Class IB shares),  the  performance  shown is
     based  on the  historical  performance  of the  Funds  (Class  IA  shares),
     adjusted to reflect the  current  expenses of the Funds  (Class IB shares).
     The inception  dates for the Funds (Class IA shares) are shown on the first
     note to the first table above.

<PAGE>

(With Retirement Income Guarantee Rider 2)*

                                                                                           Ten Years or
                                                                            Five Years     Since Fund

Variable Sub-Account                                         One Year                      Inception**

Putnam American Government Income                                 N/A            N/A              N/A
Putnam Asia Pacific Growth                                      104.83%          N/A            12.18%
Putnam Diversified Income                                       -3.00%          4.74%            3.09%
The George Putnam Fund                                          -5.21%           N/A            -1.76%
Putnam Global Asset Allocation                                   7.24%         15.04%           10.46%
Putnam Global Growth                                            63.65%         25.52%           15.48%
Putnam Growth and Income                                        -3.29%         17.48%           12.18%
Putnam Growth Opportunities                                       N/A            N/A              N/A
Putnam Health Sciences                                          -8.87%           N/A            -0.70%
Putnam High Yield                                                1.14%          6.66%            9.07%
Putnam Income                                                   -7.01%          5.13%            5.80%
Putnam International Growth                                     56.65%           N/A            28.04%
Putnam International Growth and Income                          20.12%           N/A            15.86%
Putnam International New Opportunities                          100.43%          N/A            30.69%
Putnam Investors                                                25.89%           N/A            25.33%
Putnam Money Market                                             -0.72%          2.77%            3.12%
Putnam New Opportunities                                        65.92%         31.02%           28.46%
Putnam New Value                                                -4.52%           N/A             5.06%
Putnam OTC & Emerging Growth                                    124.61%          N/A            61.78%
Putnam Research                                                 23.54%           N/A            36.38%
Putnam Small Cap Value                                            N/A            N/A            -0.35%
Putnam Utilities Growth and Income                              -5.59%         15.17%           10.77%
Putnam Vista                                                    49.02%           N/A            28.95%
Putnam Voyager                                                  54.58%         29.79%           20.41%
- --------------
</TABLE>

*    Performance  figures have been  adjusted to reflect the current  charge for
     Retirement  Income  Guarantee Rider 2 as if that feature had been available
     throughout the periods  shown.  For purposes of computing the Rider fee, we
     assumed that Income Base B applied,  that there were no additional purchase
     payments or  withdrawals,  and that the Contract  Issue Date coincided with
     the inception date of the Fund (Class IA shares).

**   The inception dates for the Funds appear in the first footnote to the first
     table under Adjusted  Historical  Total  Returns.  For periods prior to the
     inception  dates of the Funds (Class IB shares,  the  performance  shown is
     based  on the  historical  performance  of the  Funds  (Class  IA  shares),
     adjusted to reflect the  current  expenses of the Funds  (Class IB shares).
     The inception  dates for the Funds (Class IA shares) are shown on the first
     note to the first table above.

<PAGE>

                                   APPENDIX D

                   PUTNAM ALLSTATE ADVISOR PREFERRED CONTRACT

Putnam Allstate Advisor Preferred  Contracts were first offered to the public as
of  the  date  of  this  Statement  of  Additional   Information.   Accordingly,
performance shown for periods prior to that date reflects the performance of the
Variable  Sub-Accounts,  adjusted  to  reflect  the  current  charges  under the
Contracts that would have applied had they been in existence at the time.  These
Contract charges include a maximum withdrawal charge of 2% that declines to zero
after two years (not reflected in  non-standardized  total  returns),  and total
Variable Account annual expenses of:

o        1.65% (without any optional benefit riders), or
o        1.80% with the Enhanced Beneficiary Protection Option.

In  addition,  where  Retirement  Income  Guarantee  Rider  2 is  included,  the
performance  shown reflects the deduction of the annual Rider fee equal to 0.30%
of the  Income  Base,  assuming  Income  Base B is in  effect  and  assuming  no
additional purchase payments or withdrawals.

See the Expense Table in the Prospectus for more details.

Standardized Total Returns

Set out below are the standardized  total returns for each Variable  Sub-Account
(other  than  the  Putnam   American   Government   Income  and  Putnam   Growth
Opportunities  Variable  Sub-Accounts)  since its inception through December 31,
1999. All of the Variable  Sub-Accounts  commenced  operations on April 30, 1999
except for the Putnam American Government Income and Putnam Growth Opportunities
Variable Sub-Accounts, which commenced operations on February 4, 2000.

<PAGE>
<TABLE>
<CAPTION>

(Without the Enhanced Beneficiary Protection Option or Retirement Income Guarantee Rider)

Variable Sub-Account                                                             Since Inception of Sub-Account
<S>                                                                              <C>
Putnam American Government Income                                                                N/A
Putnam Asia Pacific Growth                                                                     124.30%
Putnam Diversified Income                                                                       -5.33%
The George Putnam Fund                                                                         -13.49%
Putnam Global Asset Allocation                                                                  7.06%
Putnam Global Growth                                                                            94.94%
Putnam Growth and Income                                                                       -15.28%
Putnam Growth Opportunities                                                                      N/A
Putnam Health Sciences                                                                          5.53%
Putnam High Yield                                                                               -4.34%
Putnam Income                                                                                   -7.54%
Putnam International Growth                                                                     68.46%
Putnam International Growth and Income                                                          11.20%
Putnam International New Opportunities                                                         137.94%
Putnam Investors                                                                                30.17%
Putnam Money Market                                                                             -0.99%
Putnam New Opportunities                                                                        91.27%
Putnam New Value                                                                               -20.53%
Putnam OTC & Emerging Growth                                                                   172.36%
Putnam Research                                                                                 21.03%
Putnam Small Cap Value                                                                          1.11%
Putnam Utilities Growth and Income                                                              -3.55%
Putnam Vista                                                                                    62.51%
Putnam Voyager                                                                                  66.67%

(With the Enhanced Beneficiary Protection Option)

Variable Sub-Account                                                             Since Inception of Sub-Account

Putnam American Government Income                                                                N/A
Putnam Asia Pacific Growth                                                                     123.96%
Putnam Diversified Income                                                                       -5.48%
The George Putnam Fund                                                                         -13.62%
Putnam Global Asset Allocation                                                                  6.89%
Putnam Global Growth                                                                            94.93%
Putnam Growth and Income                                                                       -15.42%
Putnam Growth Opportunities                                                                      N/A
Putnam Health Sciences                                                                          5.37%
Putnam High Yield                                                                               -4.49%
Putnam Income                                                                                   -7.69%
Putnam International Growth                                                                     68.20%
Putnam International Growth and Income                                                          11.03%
Putnam International New Opportunities                                                         137.58%
Putnam Investors                                                                                29.96%
Putnam Money Market                                                                             -1.14%
Putnam New Opportunities                                                                        90.98%
Putnam New Value                                                                               -20.65%
Putnam OTC & Emerging Growth                                                                   171.94%
Putnam Research                                                                                 20.84%
Putnam Small Cap Value                                                                          0.95%
Putnam Utilities Growth and Income                                                              -3.70%
Putnam Vista                                                                                    62.25%
Putnam Voyager                                                                                  66.41%


<PAGE>

(With Retirement Income Guarantee Rider 2)

Variable Sub-Account                                                             Since Inception of Sub-Account

Putnam American Government Income                                                                N/A
Putnam Asia Pacific Growth                                                                     123.68%
Putnam Diversified Income                                                                       -5.79%
The George Putnam Fund                                                                         -13.94%
Putnam Global Asset Allocation                                                                  6.57%
Putnam Global Growth                                                                            94.35%
Putnam Growth and Income                                                                       -15.73%
Putnam Growth Opportunities                                                                      N/A
Putnam Health Sciences                                                                          5.05%
Putnam High Yield                                                                               -4.80%
Putnam Income                                                                                   -8.00%
Putnam International Growth                                                                     67.90%
Putnam International Growth and Income                                                          10.71%
Putnam International New Opportunities                                                         137.31%
Putnam Investors                                                                                29.65%
Putnam Money Market                                                                             -1.46%
Putnam New Opportunities                                                                        90.69%
Putnam New Value                                                                               -20.97%
Putnam OTC & Emerging Growth                                                                   171.70%
Putnam Research                                                                                 20.52%
Putnam Small Cap Value                                                                          0.63%
Putnam Utilities Growth and Income                                                              -4.02%
Putnam Vista                                                                                    61.95%
Putnam Voyager                                                                                  66.11%


(With the Enhanced Beneficiary Protection Option and Retirement Income Guarantee Rider 2)

Variable Sub-Account                                                             Since Inception of Sub-Account

Putnam American Government Income                                                                N/A
Putnam Asia Pacific Growth                                                                     123.34%
Putnam Diversified Income                                                                       -5.94%
The George Putnam Fund                                                                         -14.07%
Putnam Global Asset Allocation                                                                  6.41%
Putnam Global Growth                                                                            94.34%
Putnam Growth and Income                                                                       -15.86%
Putnam Growth Opportunities                                                                      N/A
Putnam Health Sciences                                                                          4.89%
Putnam High Yield                                                                               -4.95%
Putnam Income                                                                                   -8.15%
Putnam International Growth                                                                     67.64%
Putnam International Growth and Income                                                          10.54%
Putnam International New Opportunities                                                         136.95%
Putnam Investors                                                                                29.45%
Putnam Money Market                                                                             -1.61%
Putnam New Opportunities                                                                        90.39%
Putnam New Value                                                                               -21.09%
Putnam OTC & Emerging Growth                                                                   171.28%
Putnam Research                                                                                 20.34%
Putnam Small Cap Value                                                                          0.48%
Putnam Utilities Growth and Income                                                              -4.17%
Putnam Vista                                                                                    61.70%
Putnam Voyager                                                                                  65.85%
</TABLE>


<PAGE>

Non-Standardized Total Returns

Set  out  below  are  the  non-standardized  total  returns  for  each  Variable
Sub-Account (other than the Putnam American  Government Income and Putnam Growth
Opportunities  Variable  Sub-Accounts)  since its inception through December 31,
1999. All of the Variable  Sub-Accounts  commenced  operations on April 30, 1999
except for the Putnam American Government Income and Putnam Growth Opportunities
Variable  Sub-Accounts,  which  commenced  operations  on February 4, 2000.  The
non-standardized  total returns shown below do not reflect the withdrawal charge
that may be imposed under the Putnam Allstate  Advisor  Preferred  Contract.  No
non-standardized  performance  is shown for  Contracts  with  Retirement  Income
Guarantee Rider 2.

<TABLE>
<CAPTION>

(Without the Enhanced Beneficiary Protection Option or Retirement Income Guarantee Rider)

Variable Sub-Account                                                             Since Inception of Sub-Account

<S>                                                                              <C>
Putnam American Government Income                                                                N/A
Putnam Asia Pacific Growth                                                                     128.07%
Putnam Diversified Income                                                                       -2.38%
The George Putnam Fund                                                                         -10.62%
Putnam Global Asset Allocation                                                                  10.11%
Putnam Global Growth                                                                            98.57%
Putnam Growth and Income                                                                       -12.44%
Putnam Growth Opportunities                                                                      N/A
Putnam Health Sciences                                                                          8.57%
Putnam High Yield                                                                               -1.38%
Putnam Income                                                                                   -4.62%
Putnam International Growth                                                                     71.95%
Putnam International Growth and Income                                                          14.29%
Putnam International New Opportunities                                                         141.77%
Putnam Investors                                                                                33.41%
Putnam Money Market                                                                             1.99%
Putnam New Opportunities                                                                        94.89%
Putnam New Value                                                                               -17.74%
Putnam OTC & Emerging Growth                                                                   176.32%
Putnam Research                                                                                 24.20%
Putnam Small Cap Value                                                                          4.11%
Putnam Utilities Growth and Income                                                              -0.59%
Putnam Vista                                                                                    65.96%
Putnam Voyager                                                                                  70.15%


<PAGE>

(With the Enhanced Beneficiary Protection Option)

Variable Sub-Account                                                             Since Inception of Sub-Account

Putnam American Government Income                                                                N/A
Putnam Asia Pacific Growth                                                                     127.73%
Putnam Diversified Income                                                                       -2.53%
The George Putnam Fund                                                                         -10.76%
Putnam Global Asset Allocation                                                                  9.94%
Putnam Global Growth                                                                            98.56%
Putnam Growth and Income                                                                       -12.57%
Putnam Growth Opportunities                                                                      N/A
Putnam Health Sciences                                                                          8.41%
Putnam High Yield                                                                               -1.53%
Putnam Income                                                                                   -4.76%
Putnam International Growth                                                                     71.69%
Putnam International Growth and Income                                                          14.12%
Putnam International New Opportunities                                                         141.41%
Putnam Investors                                                                                33.20%
Putnam Money Market                                                                             1.83%
Putnam New Opportunities                                                                        94.59%
Putnam New Value                                                                               -17.86%
Putnam OTC & Emerging Growth                                                                   175.90%
Putnam Research                                                                                 24.01%
Putnam Small Cap Value                                                                          3.96%
Putnam Utilities Growth and Income                                                              -0.74%
Putnam Vista                                                                                    65.71%
Putnam Voyager                                                                                  69.89%
</TABLE>


<PAGE>

Adjusted Historical Total Returns

Set out  below are the  adjusted  historical  total  returns  for each  Variable
Sub-Account (other than the Putnam American  Government Income and Putnam Growth
Opportunities Variable Sub-Accounts) since the Fund's inception through December
31, 1999.  Adjusted  historical total returns are computed in the same manner as
standardized total returns,  except that the performance figures shown are based
on the Funds'  historical  performance  since the  inception of the Funds rather
than the inception of the Variable Sub-Accounts.

<TABLE>
<CAPTION>

(Without the Enhanced Beneficiary Protection Option or a Retirement Income Guarantee Rider)

                                                                                           Ten Years or
                                                                            Five Years     Since Fund

Variable Sub-Account                                         One Year                      Inception*

<S>                                                         <C>             <C>             <C>
Putnam American Government Income                                 N/A            N/A              N/A
Putnam Asia Pacific Growth                                      101.70%          N/A            12.28%
Putnam Diversified Income                                       -1.93%          5.00%            3.23%
The George Putnam Fund                                          -4.05%           N/A            -0.34%
Putnam Global Asset Allocation                                   7.92%         14.92%           10.26%
Putnam Global Growth                                            62.18%         25.17%           15.28%
Putnam Growth and Income                                        -2.21%         17.26%           11.95%
Putnam Growth Opportunities                                       N/A            N/A              N/A
Putnam Health Sciences                                          -7.57%           N/A             0.69%
Putnam High Yield                                                2.06%          6.83%            8.85%
Putnam Income                                                   -5.77%          5.37%            5.64%
Putnam International Growth                                     55.40%           N/A            27.96%
Putnam International Growth and Income                          20.29%           N/A            16.24%
Putnam International New Opportunities                          97.48%           N/A            30.57%
Putnam Investors                                                25.84%           N/A            25.60%
Putnam Money Market                                              0.26%          3.14%            3.03%
Putnam New Opportunities                                        64.31%         30.51%           27.99%
Putnam New Value                                                -3.39%           N/A             5.94%
Putnam OTC & Emerging Growth                                    120.71%          N/A            60.79%
Putnam Research                                                 23.58%           N/A            36.74%
Putnam Small Cap Value                                            N/A            N/A             1.11%
Putnam Utilities Growth and Income                              -4.41%         15.03%           10.62%
Putnam Vista                                                    48.07%           N/A            28.83%
Putnam Voyager                                                  53.41%         29.30%           20.11%
- --------------

*    Each of the above Funds  (Class IB shares)  corresponding  to the  Variable
     Sub-Accounts  commenced operations on April 30, 1998, except for the Putnam
     VT Diversified Income,  Growth and Income, and International  Growth Funds,
     which  commenced  operations on April 6, 1998, the Putnam VT Research Fund,
     which  commenced  operations  September  30, 1998,  the Putnam VT Small Cap
     Value Fund,  which commenced  operations  April 30, 1999, and the Putnam VT
     American  Government Fund and Putnam VT Growth  Opportunities  Fund,  which
     commenced  operations  on  January  31,  2000.  For  periods  prior  to the
     inception  dates of the Funds (Class IB shares,  the  performance  shown is
     based  on the  historical  performance  of the  Funds  (Class  IA  shares),
     adjusted to reflect the  current  expenses of the Funds  (Class IB shares).
     The inception dates for the Funds (Class IA shares) are as follows:

          Global Asset Allocation,  Growth and Income, Income, High Yield, Money
          Market,  and Voyager commenced  operations on February 1, 1988; Global
          Growth  commenced  operations  on May 1,  1990;  Utilities  Growth and
          Income  commenced  operations  on  May  1,  1992;  Diversified  Income
          commenced   operations  on  September  15,  1993;  New   Opportunities
          commenced  operations on May 2, 1994;  Asia Pacific  Growth  commenced
          operations on May 1, 1995; International Growth,  International Growth
          and  Income,  International  New  Opportunities,  New  Value and Vista
          commenced  operations  on January 2, 1997;  The George  Putnam Fund of
          Boston, Health Sciences, Investors and OTC & Emerging Growth commenced
          operations on April 30, 1998.

<PAGE>

(With the Enhanced Beneficiary Protection Option)*


                                                                            Five Years     Ten Years or

Variable Sub-Account                                         One Year                      Since Fund
                                                                                           Inception**
Putnam American Government Income                                 N/A            N/A              N/A
Putnam Asia Pacific Growth                                      101.39%          N/A            12.11%
Putnam Diversified Income                                       -2.08%          4.84%            3.07%
The George Putnam Fund                                          -4.20%           N/A            -0.49%
Putnam Global Asset Allocation                                   7.75%         14.74%           10.10%
Putnam Global Growth                                            62.10%         25.01%           15.11%
Putnam Growth and Income                                        -2.36%         17.08%           11.78%
Putnam Growth Opportunities                                       N/A            N/A              N/A
Putnam Health Sciences                                          -7.71%           N/A             0.53%
Putnam High Yield                                                1.90%          6.67%            8.68%
Putnam Income                                                   -5.92%          5.21%            5.47%
Putnam International Growth                                     55.16%           N/A            27.77%
Putnam International Growth and Income                          20.11%           N/A            16.06%
Putnam International New Opportunities                          97.18%           N/A            30.37%
Putnam Investors                                                25.64%           N/A            25.40%
Putnam Money Market                                              0.10%          2.99%            2.87%
Putnam New Opportunities                                        64.06%         30.31%           27.80%
Putnam New Value                                                -3.54%           N/A             5.77%
Putnam OTC & Emerging Growth                                    120.37%          N/A            60.55%
Putnam Research                                                 23.39%           N/A            36.53%
Putnam Small Cap Value                                            N/A            N/A             0.95%
Putnam Utilities Growth and Income                              -4.56%         14.85%           10.45%
Putnam Vista                                                    47.84%           N/A            28.63%
Putnam Voyager                                                  53.17%         29.10%           19.93%


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

*    Performance  figures have been  adjusted to reflect the current  charge for
     the  Enhanced  Beneficiary  Protection  Option as if that  feature had been
     available throughout the periods shown.

**   The  inception  dates for the Funds  appear  in the first  footnote  to the
     preceding  table.  For periods  prior to the  inception  dates of the Funds
     (Class  IB  shares),  the  performance  shown is  based  on the  historical
     performance of the Funds (Class IA shares), adjusted to reflect the current
     expenses of the Funds (Class IB shares).  The inception dates for the Funds
     (Class IA shares) are shown on the first note to the first table above.

<PAGE>

(With Retirement Income Guarantee Rider 2)*


                                                                                           Ten Years or
                                                                            Five Years     Since Fund

Variable Sub-Account                                         One Year                      Inception**

Putnam American Government Income                                 N/A            N/A              N/A
Putnam Asia Pacific Growth                                      101.38%          N/A            11.88%
Putnam Diversified Income                                       -2.25%          4.70%            2.84%
The George Putnam Fund                                          -4.37%           N/A            -0.72%
Putnam Global Asset Allocation                                   7.60%         14.66%            9.97%
Putnam Global Growth                                            61.87%         24.89%           14.96%
Putnam Growth and Income                                        -2.52%         17.03%           11.68%
Putnam Growth Opportunities                                       N/A            N/A              N/A
Putnam Health Sciences                                          -7.88%           N/A             0.28%
Putnam High Yield                                                1.74%          6.54%            8.58%
Putnam Income                                                   -6.09%          5.07%            5.33%
Putnam International Growth                                     55.08%           N/A            27.66%
Putnam International Growth and Income                          19.98%           N/A            15.94%
Putnam International New Opportunities                          97.16%           N/A            30.22%
Putnam Investors                                                25.52%           N/A            25.23%
Putnam Money Market                                             -0.05%          2.81%            2.66%
Putnam New Opportunities                                        63.99%         30.27%           27.74%
Putnam New Value                                                -3.71%           N/A             5.63%
Putnam OTC & Emerging Growth                                    120.39%          N/A            60.37%
Putnam Research                                                 23.26%           N/A            36.20%
Putnam Small Cap Value                                            N/A            N/A             0.63%
Putnam Utilities Growth and Income                              -4.73%         14.78%           10.32%
Putnam Vista                                                    47.75%           N/A            28.54%
Putnam Voyager                                                  53.09%         29.06%           19.88%


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

*    Performance  figures have been  adjusted to reflect the current  charge for
     Retirement  Income  Guarantee Rider 2 as if that feature had been available
     throughout the periods  shown.  For purposes of computing the Rider fee, we
     assumed that Income Base B applied,  that there were no additional purchase
     payments or  withdrawals,  and that the Contract  Issue Date coincided with
     the inception date of the Fund (Class IA shares).

**   The inception dates for the Funds appear in the first footnote to the first
     table under Adjusted  Historical  Total  Returns.  For periods prior to the
     inception dates of the Funds (Class IB shares),  the  performance  shown is
     based  on the  historical  performance  of the  Funds  (Class  IA  shares),
     adjusted to reflect the  current  expenses of the Funds  (Class IB shares).
     The inception  dates for the Funds (Class IA shares) are shown on the first
     note to the first table above.

<PAGE>

(With the Enhanced Beneficiary Protection Option and Retirement Income Guarantee Rider 2)*


                                                                            Five Years     Ten Years or

Variable Sub-Account                                         One Year                      Since Fund
                                                                                           Inception**
Putnam American Government Income                                 N/A            N/A              N/A
Putnam Asia Pacific Growth                                      101.08%          N/A            11.71%
Putnam Diversified Income                                       -2.40%          4.54%            2.68%
The George Putnam Fund                                          -4.52%           N/A            -0.87%
Putnam Global Asset Allocation                                   7.43%         14.48%            9.80%
Putnam Global Growth                                            61.78%         24.72%           14.79%
Putnam Growth and Income                                        -2.68%         16.85%           11.51%
Putnam Growth Opportunities                                       N/A            N/A              N/A
Putnam Health Sciences                                          -8.03%           N/A             0.13%
Putnam High Yield                                                1.58%          6.38%            8.42%
Putnam Income                                                   -6.24%          4.91%            5.17%
Putnam International Growth                                     54.84%           N/A            27.47%
Putnam International Growth and Income                          19.79%           N/A            15.77%
Putnam International New Opportunities                          96.86%           N/A            30.02%
Putnam Investors                                                25.32%           N/A            25.03%
Putnam Money Market                                             -0.20%          2.65%            2.50%
Putnam New Opportunities                                        63.74%         30.07%           27.54%
Putnam New Value                                                -3.86%           N/A             5.47%
Putnam OTC & Emerging Growth                                    120.05%          N/A            60.12%
Putnam Research                                                 23.07%           N/A            35.99%
Putnam Small Cap Value                                            N/A            N/A             0.48%
Putnam Utilities Growth and Income                              -4.88%         14.61%           10.15%
Putnam Vista                                                    47.53%           N/A            28.35%
Putnam Voyager                                                  52.86%         28.86%           19.69%
- --------------
</TABLE>

         *Performance  figures have been adjusted to reflect the current  charge
for the Enhanced  Beneficiary  Protection Option and Retirement Income Guarantee
Rider 2 as if those features had been available throughout the periods shown.

         ** The  inception  dates for the Funds appear in the first  footnote to
the first table under Adjusted  Historical  Total Returns.  For periods prior to
the inception  dates of the Funds (Class IB shares),  the  performance  shown is
based on the historical performance of the Funds (Class IA shares),  adjusted to
reflect the current expenses of the Funds (Class IB shares). The inception dates
for the Funds  (Class IA shares)  are shown on the first  note to the  preceding
table.
<PAGE>


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