ALLSTATE LIFE INSURANCE CO SEPARATE ACCOUNT A
N-4/A, 2000-04-27
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     As filed with the Securities and Exchange Commission on April 27, 2000.

                                                            File Nos. 333-31288
                                                                      811-09227

                            SECURITIES AND EXCHANGE COMMISSION
                                  Washington, D.C. 20549

                                         FORM N-4

                 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                            Pre-Effective Amendment No. 1 /x/

                                          and/or

             REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                                   Amendment No. 7 /x/


                    ALLSTATE LIFE INSURANCE COMPANY SEPARATE ACCOUNT A
                                (Exact Name of Registrant)

                             ALLSTATE LIFE INSURANCE COMPANY
                                   (Name of Depositor)

                      3100 SANDERS ROAD, NORTHBROOK, ILLINOIS 60062
                                      1-800/390-1277
             (Principal Executive Offices and Telephone Number of Depositor)

                                    MICHAEL J. VELOTTA
                   SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                             ALLSTATE LIFE INSURANCE COMPANY
                      3100 SANDERS ROAD, NORTHBROOK, ILLINOIS 60062
                         (Name and Address of Agent for Service)

                                        Copies to:

            Richard T. Choi,                     Terry R. Young, Esquire
                Esquire                       Allstate Distributors, L.L.C.
        Freedman, Levy, Kroll &                  3100 Sanders Road, J5B
                Simonds                        Northbrook, Illinois 60062
  1050 Connecticut Avenue, N.W., Suite 825
      Washington, D.C. 20036-5366

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

Title of  Securities  Being  Registered:  Units of interest in the Allstate Life
Insurance  Company Separate  Account A under flexible premium deferred  variable
annuity contracts.

<PAGE>
                           THE PUTNAM ALLSTATE ADVISOR

Allstate Life Insurance Company                 Prospectus dated April 28, 2000
3100 Sanders Road
Northbrook, Illinois 60062
Telephone Number: 1-800-390-1277

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

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

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>
<CAPTION>

<S>     <C>                                                  <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 __ 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.


<PAGE>

                         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.  Anyone who  tells  you
                         otherwise is committing a federal crime.

                         The Contracts may be distributed through broker-dealers
                         that  have   relationships   with  banks  or  other
IMPORTANT                financial institutions or by employees of such banks.
NOTICES                  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.


<PAGE>


<TABLE>
<CAPTION>

TABLE OF CONTENTS

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



                                                                                                               Page
<S>       <C>                    <C>                                                                           <C>

                                 Important Terms........................................................................
                                 The Contracts At A Glance .............................................................
          Overview               How The Contracts Work.................................................................
                                 Expense Table..........................................................................
                                 Financial Information..................................................................



                                 The Contracts..........................................................................

                                 Purchases..............................................................................
                                 Contract Value.........................................................................
      Contract Features          Investment Alternatives................................................................
                                          The Variable Sub-Accounts.....................................................
                                          The Fixed Account.............................................................
                                          Transfers.....................................................................
                                 Expenses...............................................................................
                                 Access To Your Money...................................................................
                                 Income Payments........................................................................
                                 Death Benefits.........................................................................



                                 More Information........................................................................
      Other Information          Taxes...................................................................................
                                 Performance Information.................................................................
                                 Statement of  Additional Information Table of Contents..................................
                                 Appendix A..............................................................................
                                 Appendix B..............................................................................
                                 Appendix C..............................................................................
                                 Appendix D..............................................................................


</TABLE>

<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>                                                                                                 <C>

         Accumulation Phase...............................................................................
         Accumulation Unit ...............................................................................
         Accumulation Unit Value .........................................................................
         Allstate ("We")..................................................................................
         Annuitant........................................................................................
         Automatic Additions Program......................................................................
         Automatic Fund Rebalancing Program...............................................................
         Beneficiary .....................................................................................
         Cancellation Period .............................................................................
         *Contract .......................................................................................
         Contract Anniversary.............................................................................
         Contract Owner ("You") ..........................................................................
         Contract Value ..................................................................................
         Contract Year ...................................................................................
         Credit Enhancement...............................................................................
         Dollar Cost Averaging Program....................................................................
         Due Proof of Death...............................................................................
         Enhanced Beneficiary Protection Option...........................................................
         Fixed Account Options............................................................................
         Free Withdrawal Amount ..........................................................................
         Funds............................................................................................
         Guarantee  Period ...............................................................................
         Income Base......................................................................................
         Income Plan .....................................................................................
         Investment Alternatives .........................................................................
         Issue Date ......................................................................................
         Maximum Anniversary Value........................................................................
         Payout Phase.....................................................................................
         Payout Start Date ...............................................................................
         Retirement Income Guarantee Rider................................................................
         Right to Cancel .................................................................................
         SEC..............................................................................................
         Settlement  Value ...............................................................................
         Standard Fixed Account Option....................................................................
         Systematic Withdrawal Program ...................................................................
         Valuation Date...................................................................................
         Variable Account ................................................................................
         Variable Sub-Account ............................................................................
</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 four Contracts  listed on the
         cover page of this  prospectus,  unless otherwise  noted.  However,  we
         administer each Contract separately.


<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:

o    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.

o    The Putnam  Allstate  Advisor Apex Contract has a front-end sales charge of
     up to 5.75% of purchase payments, a lower mortality and expense risk charge
     (0.80%), no contract  maintenance charge, a lower withdrawal charge (0.50%)
     with a shorter  withdrawal  charge period (1 year),  but no Free Withdrawal
     Amount.

o    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.

o    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, and available employee
endorsements. For a side-by-side comparison of these differences, please turn to
Appendix D of this prospectus.


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


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


<S>     <C>                        <C>       <C>
 Flexible Payments You can purchase each Contract with as little as:

                                     o        $1,000 for Putnam Allstate Advisor Contracts
                                     o        $1,000 for Putnam Allstate Advisor Apex Contracts
                                     o        $10,000 for Putnam Allstate Advisor Plus Contracts
                                     o        $10,000 for Putnam Allstate Advisor Preferred Contracts

                                     Putnam Allstate Advisor and Putnam Allstate Advisor Apex  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

                                     o    Annual   mortality  and  expense  risk charge equal to
                                          1.25% of average daily net assets

                                     o    Annual contract maintenance charge of $30 (waived  in  certain  cases)

                                     o    Withdrawal charges  ranging  from 0% to 7% of purchase payments

                                          withdrawn (with certain exceptions)

                     Putnam Allstate Advisor Apex Contracts

                                     o    Annual   mortality  and  expense  risk charge equal to
                                          0.80% of average daily net assets

                                     o    Front end sales charge ranging from 5.75% to 0.50% of the amount of
                                          purchase payments

                                     o    Withdrawal charge equal to 0.50% of purchase payments withdrawn during the
                                          first Contract Year (currently only assessed on Contracts that have total
                                          purchase payments of at least $1,000,000)

                  Putnam Allstate Advisor Plus Contracts

                                     o    Annual mortality and expense risk charge equal to 1.60%
                                          of average daily net assets.

                                     o    Withdrawal charges ranging from 0% to 8% of purchase payments
                                          withdrawn (with certain exceptions)

                   Putnam Allstate Advisor Preferred Contracts

                                     o    Annual   mortality  and  expense  risk charge equal to 1.65%
                                          of average daily net assets

                                     o    Withdrawal charges ranging from 0% to 2% of purchase payments
                                          withdrawn (with certain exceptions)

                    All Contracts

                                     o    An  additional 0.15% applies to the annual mortality and expense risk
                                          charge  if  you  select  the  Enhanced Beneficiary Protection Option

                                     o    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")

                                     o    Transfer fee equal to 0.50% of the amount transferred after 12th
                                          transfer in any year

                                     o    State premium tax (if your state imposes one)

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

      Investment                     Each Contract offers several investment alternatives including:
      Alternatives                   o    a Standard Fixed Account Option that credits interest at rates we
                                          guarantee, and

                                     o    24 Variable Sub-Accounts  investing in Funds  offering professional  money
                                          management by Putnam  Investment Management, Inc.

                                     Putnam Allstate Advisor and Putnam Allstate Advisor Apex  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:

                                      o Automatic Fund Rebalancing Program

                                      o Automatic Additions Program

                                      o Dollar Cost Averaging Program

                                      o 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:

                                     o  life income with guaranteed payments
                                     o  a joint and survivor life income with guaranteed payments
                                     o  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.

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

      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  ("Contract  Year"),
                                     which  we  measure  from  the date we issue
                                     your Contract or a Contract Anniversary.

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

      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>


<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 __. 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>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
Issue                                                Payout Start
Date               Accumulation Phase                    Date          Payout Phase
- ---------------------------------------------------------------------------------------------------------------------------------

  ^                         ^                               ^                               ^                 - >
  |                         |                               |                               |                 |

                   You save for retirement

You buy                                          You start receiving income            You can receive      Or you can
a Contract                                       payments or receive a lump            income payments      receive income
                                                 sum payment                           for a set period     payments for life

</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.


<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

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

<TABLE>
<CAPTION>
   Sales Charge Imposed on Purchases (as a percentage of purchase payments)

   Contract:
   --------
<S>                                   <C>                                      <C>         <C>
   Putnam Allstate Advisor.....................................................None
   Putnam Allstate Advisor Apex            Purchase Payment Amount                         Sales Charge Percentage
                                           -----------------------                         -----------------------

                                        Less than $50,000                                           5.75%
                                        At least $50,000 but less than $100,000                     4.50%
                                        At least $100,000 but less than $250,000                    3.50%
                                        At least $250,000 but less than $500,000                    2.50%
                                        At least $500,000 but less than $1,000,000                  2.00%
                                        At least $1,000,000                                         0.50%

   Putnam Allstate Advisor Plus............................................None
   Putnam Allstate Advisor Preferred ......................................None

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


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

   Withdrawal Charge (as a percentage of purchase payments withdrawn)*

   Contract:                           Number of Complete Years Since We Received Payment Being Withdrawn/
   --------                            -------------------------------------------------------------------
   Applicable Charge:
   ------------------

   Putnam Allstate Advisor             0       1        2        3        4        5       6        7+
                                       7%      7%       6%       5%       4%       3%      2%       0%

   Putnam Allstate Advisor Apex        0       1+
                                       0.5%**  0%

   Putnam Allstate Advisor Preferred   0       1        2+
                                       2%      1%       0%

   Putnam Allstate Advisor Plus        0       1        2        3        4        5       6        7        8+
                                       8%      8%       8%       7%       6%       5%      4%       3%       0%


   -------------------------------------------------------------------------------------------------------------------------
   -------------------------------------------------------------------------------------------------------------------------
</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.

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

   Annual Contract Maintenance Charge

   Contract:
   --------
   Putnam Allstate Advisor.........................................      $30***
   Putnam Allstate Advisor Apex......................................      None
   Putnam Allstate Advisor Plus......................................      None
   Putnam Allstate Advisor Preferred.................................      None

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

   Transfer Fee.......................................      0.50% of the amount
                                                                transferred****

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

*** 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 Expense                             Total Variable
                                                           Risk Charge*       Administrative Charge      Account Annual
  Contract                                             ------------------     ---------------------          Expenses
   --------                                                                                                 --------
<S>                                                            <C>                    <C>                <C>
                                                               1.25%                  0.00%             1.25%
   Putnam Allstate Advisor                                     0.80%                  0.00%             0.80%
   Putnam Allstate Advisor Apex                                1.65%                  0.00%             1.65%
   Putnam Allstate Advisor Preferred                           1.60%                  0.00%             1.60%
   Putnam Allstate Advisor Plus
</TABLE>

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


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


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

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

   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.

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



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

FUND ANNUAL  EXPENSES  (After  Voluntary  Reductions and  Reimbursements)  (as a
percentage of Fund average daily net assets)(1)
<TABLE>
<CAPTION>

Fund                                                    Management       Rule 12b-1        Other         Total Annual
                                                          Fee              Fee           Expenses      Fund Expenses(1)



<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%


(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
     prospectus for the Putnam  Variable Trust 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:

Fund                                                   Management      Rule 12b-1       Other            Total Annual
                                                          Fee              Fee         Expenses         Fund Expenses
Putnam VT American Government Income Fund               0.65%             0.15%          0.49%                    1.29%


(3)  Absent voluntary reductions and reimbursements for certain Funds (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:

Fund                                                    Management      Rule 12b-1       Other            Total Annual
                                                           Fee             Fee         Expenses         Fund Expenses
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>

<PAGE>

EXAMPLE 1

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

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

o    earned a 5% annual return on your investment,

o    surrendered  your  Contract,  or  began  receiving  income  payments  for a
     specified  period of less than 120  months,  at the end of each time period
     (no  withdrawal  charge is  included  in the  calculations  for the  Putnam
     Allstate Advisor Apex Contracts  because no withdrawal charge applies after
     one year);

o    elect the Enhanced Beneficiary Protection Option; and

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

The example assumes that any fund expense waivers or reimbursement  arrangements
described  in  footnote  2 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       Putnam Allstate
                                         Advisor             Advisor Apex           Advisor Plus        Advisor Preferred
SUB-ACCOUNT                         1 Year     3 Year     1 Year      3 Year     1 Year     3 Year     1 Year      3 Year
- -----------                         ------     ------     ------      ------     ------     ------     ------      ------

<S>                                   <C>       <C>         <C>        <C>        <C>        <C>         <C>        <C>

Putnam American Government            $88       $132        $80        $127       $100       $157        $40        $90
  Income

Putnam Asia Pacific Growth            $91       $139        $82        $134       $102       $164        $42        $97
Putnam Diversified Income             $87       $128        $79        $124        $99       $154        $38        $87
The George Putnam Fund                $88       $129        $79        $125        $99       $155        $39        $88
Putnam Global Asset Allocation        $87       $128        $79        $123        $99       $153        $38        $87
Putnam Global Growth                  $87       $126        $78        $122        $98       $152        $38        $85
Putnam Growth and Income              $84       $119        $76        $115        $96       $145        $35        $78
Putnam Growth Opportunities           $88       $132        $80        $127       $100       $157        $40        $90
Putnam Health Sciences                $88       $129        $79        $125        $99       $155        $39        $88
Putnam High Yield                     $87       $126        $78        $122        $98       $152        $38        $85
Putnam Income                         $86       $124        $78        $120        $98       $150        $37        $83
Putnam International Growth           $90       $135        $81        $131       $101       $161        $41        $94
Putnam International Growth           $89       $134        $81        $129       $101       $160        $40        $93
   and Income

Putnam International New              $94       $147        $85        $142       $105       $173        $45        $106
   Opportunities

Putnam Investors                      $87       $126        $78        $122        $98       $151        $38        $85
Putnam Money Market                   $84       $119        $76        $115        $96       $145        $35        $78
Putnam New Opportunities              $85       $122        $77        $118        $97       $148        $36        $81
Putnam New Value                      $87       $128        $79        $124        $99       $154        $39        $87
Putnam OTC & Emerging                 $88       $132        $80        $127       $100       $157        $40        $90
   Growth

Putnam Research                       $88       $130        $80        $126        $99       $156        $39        $89
Putnam Small Cap Value                $92       $143        $84        $138       $104       $169        $44        $102
Putnam Utilities Growth and           $87       $126        $78        $122        $98       $151        $38        $85
   Income

Putnam Vista                          $87       $127        $79        $123        $98       $153        $38        $86
Putnam Voyager                        $85       $121        $77        $117        $96       $147        $36        $80


<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.

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


Putnam American Government            $29        $89        $32        $98         $30        $90
  Income

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           $30        $91        $33        $100        $30        $93
   and Income

Putnam International New              $34       $105        $37        $113        $35       $106
   Opportunities
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                 $29        $89        $32        $98         $30        $90
   Growth

Putnam Research                       $28        $87        $31        $96         $29        $89
Putnam Small Cap Value                $33       $101        $36        $110        $34       $102
Putnam Utilities Growth and           $27        $83        $30        $92         $28        $85
   Income

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.  The figures for the Putnam Allstate
Advisor Apex Contract assume a 5.75% sales charge.


<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 and Putnam Allstate Advisor
Apex 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.


<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):

o    the investment  alternatives  during the  Accumulation and Payout Phases,

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

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

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

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

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

o    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
         90 - Putnam Allstate Advisor Apex
         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 __.


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
         90 - Putnam Allstate Advisor Apex
         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:

o        your spouse or, if he or she is no longer alive,
o        your surviving children equally, or if you have no surviving children,
o        your estate.

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


<PAGE>
PURCHASES
- --------------------------------------------------------------------------------


MINIMUM PURCHASE PAYMENTS

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

o        $1,000 for Putnam Allstate Advisor Contracts
o        $1,000 for Putnam Allstate Advisor Apex Contracts
o        $10,000 for Putnam Allstate Advisor Plus Contracts
o        $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.  For Putnam Allstate Advisor
Apex Contracts,  each purchase  payment  allocated to an investment  alternative
will be reduced by the  applicable  sales charge.  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.

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.


<PAGE>
CONTRACT VALUE
- --------------------------------------------------------------------------------


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

o    your initial purchase payment for Putnam Allstate Advisor Contracts

o    your  initial  purchase  payment  less  applicable  sales charge for Putnam
     Allstate Advisor Apex Contracts

o    your  initial  purchase  payment  plus the  Credit  Enhancement  for Putnam
     Allstate Advisor Plus Contracts

o    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."  For  Putnam  Allstate  Advisor  Apex  Contracts,  please
remember  that a sales  charge  will reduce the amount of the  purchase  payment
allocated.  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:

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

o    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 __ 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.


<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 Opportunity 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.


<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 Apex        Advisor Plus      Advisor Preferred

<S>                                               <C>              <C>                 <C>             <C>
Standard Fixed Account Option                       Yes                Yes                Yes                Yes
6 Month Dollar Cost Averaging Option                Yes                Yes                No                 No
12 Month Dollar Cost Averaging Option               Yes                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 and Putnam
Allstate Advisor Apex 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 __. These options 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.  For Putnam
Allstate  Advisor Apex  Contracts,  please  remember that the  applicable  sales
charge will reduce the amount of your purchase payment allocated.


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 Apex  Contracts,  please  remember that the applicable
sales  charge will reduce the amount of your  purchase  payment  allocated.  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.


<PAGE>
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.

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:

o        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

o        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 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  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.


<PAGE>
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:

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

o    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.

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:

o    1.25% for Putnam Allstate Advisor Contracts

o    0.80% for Putnam Allstate Advisor Apex Contracts

o    1.60% for Putnam Allstate Advisor Plus Contracts

o    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.

SALES CHARGE (Putnam Allstate Advisor Apex Contracts only)

We may assess a sales  charge on all  purchase  payments  ranging  from 0.50% to
5.75% of the amount of the purchase  payment.  The sales charge  percentage will
vary based  upon the  amount of the  purchase  payment(s)  received.  A schedule
showing how the sales charge is assessed appears on page __, above.

We use the amounts  obtained from the sales charge to pay sales  commissions and
other  promotional  or  distribution  expenses  associated  with  marketing  the
Contracts.  To the  extent  that the  sales  charge  does not  cover  all  sales
commissions and other  promotional or distribution  expenses,  we may use any of
our  corporate  assets,  including any profit which may arise from the mortality
and expense risk charge or any other charges or fee described  above, to make up
any difference.

Reduction of Sales Charge. You may also be entitled to a reduced sales charge if
you (1) sign a letter of intent and invest a combined purchase payment amount of
$50,000 or more within a 13-month period; and/or (2) have related contracts with
us  that  qualify  for  rights  of  accumulation  privileges.   See  "Rights  of
Accumulation"  below.  In  addition,  no sales  charge  will  apply to  purchase
payments  made under  Contracts  issued to employees of Allstate,  certain other
eligible  organizations,  and to certain  customers of  participating  financial
services  corporations  in  conjunction  with  a new  or  existing  asset  based
brokerage  account program such as a "wrap fee" or "fee based" program in states
where approved.

Letter of Intent:  A letter of intent allows you to set your own investment goal
of  $50,000  or more over a  13-month  period.  We base the sales  charge on the
purchase  payments you make during the 13-month period on your investment  goal.
In essence,  we reduce your sales  charge on purchase  payments  made during the
13-month  period as though you invested  the total  amount of purchase  payments
(your investment goal) in one lump sum.

Example:

             Assume as part of your  Contract  application  you sign a letter of
             intent  indicating  an  investment  goal of $50,000 over a 13-month
             period.  The sales charge  corresponding to your investment goal is
             4.50%. You make an initial purchase payment of $20,000. We deduct a
             reduced sales charge of 4.50% from your initial  purchase  payment.
             Two months later you make a subsequent purchase payment of $30,000.
             We again deduct a reduced  sales charge of 4.50% from your purchase
             payment.  Without  a letter of intent  the  sales  charge  for each
             purchase payment would have been 5.75%.

You may  elect to  participate  in the  letter of  intent  program  at any time.
However, we do not retroactively  reduce sales charges on purchase payments made
before we receive your letter of intent.  If you choose to  participate  in this
program at the time you apply for the Contract,  you must complete the letter of
intent  section on the  application.  If you elect to participate in the program
after your  Contract is issued,  you must  complete the  appropriate  form.  The
letter of intent form is  available  by calling our  Annuity  Service  Center at
1-800/390-1277.

You are not obligated to reach your investment  goal. If you do not achieve your
investment goal by the end of the 13-month period or upon a full surrender prior
to the end of the  13-month  period,  we will  deduct  from  your  Contract  the
difference  between  (1) the sales  charge  applicable  to the actual  amount of
purchase  payments  you made  during  the  period  and (2) the sales  charge you
actually paid. These charges will be deducted from your Contract proportionately
from each investment alternative at the end of the 13-month period.

If you exceed  your  investment  goal and reach the next  breakpoint,  the sales
charge  deducted  on the next  payment  is based on the next  breakpoint  level.
However,  we do not  retroactively  reduce  sales  charges on previous  purchase
payments.

At any time during the 13-month  period,  you may increase your investment goal.
You must inform us in writing.  We include purchase payments received during the
90 days  prior to your  notice  in  determining  the sales  charge  on  purchase
payments made from the date of notice  through the end of the original  13-month
period.

We reserve the right to modify,  suspend or terminate  this program at any time.
This program may not be available in all states.

Rights Of  Accumulation:  You may qualify  for a reduced  sales  charge  through
rights of accumulation.  Rights of accumulation  involves combining your current
purchase  payment  with your  current  Contract  Value of your  Putnam  Allstate
Advisor Apex Contract  and/or the current  Contract  Values of eligible  related
contracts.  If through  accumulation  you reach the next  breakpoint  level,  we
reduce your sales charge accordingly.

Related  contracts  include certain other Putnam Allstate Advisor Apex Contracts
owned by you. There may be other requirements for qualification. For information
on which related contracts qualify for rights of accumulation privileges, please
contact your investment representative.

In order to use rights of  accumulation  to reduce your sales  charge,  for each
purchase  payment,  you or your  investment  representative  must  inform  us in
writing of the related contracts.

The  sales  charge  for  purchase  payments  will  be  based  on the  breakpoint
corresponding to the sum of (1) your new purchase payment;  and (2) your current
Contract Value; and (3) the current  Contract  Value(s) of your eligible related
contract(s).

Example:

             Assume your Contract has a current  Contract Value of $20,000.  You
             have a  second  Contract  with  us that  qualifies  for  rights  of
             accumulation that has a current Contract Value of $25,000. You make
             a $5,000 purchase payment to your current Contract and include your
             rights of accumulation  number with your payment.  To determine the
             sales charge applicable to your purchase payment we first calculate
             the sum of (1)  your  current  Contract  Value  ($20,000);  (2) the
             current Contract Value of your related Contract ($25,000);  and (3)
             your current purchase payment ($5,000).  The sum of these values is
             $50,000.  We deduct  the sales  charge  corresponding  to a $50,000
             purchase payment, or 4.50%, from your $5,000 purchase payment.

             We reserve the right to modify,  suspend or terminate  this program
             at any time. This program may not be available in all states.

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 ___, 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 Apex Contracts


The  withdrawal  charge for Putnam  Allstate  Advisor Apex  Contracts  currently
applies  only to  Contracts  that  have  total  purchase  payments  of at  least
$1,000,000.  There is no Free Withdrawal  Amount under Putnam  Allstate  Advisor
Apex Contracts.


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:

o    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);

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

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

o    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  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 Apex and 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 pages ___ above.  We may receive  compensation
from  the  Funds'  investment  adviser,  distributor,  or their  affiliates  for
administrative services we provide to the Funds.


<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 __.

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.


<PAGE>
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:

o        the Annuitant's 90th birthday, or
o        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:

o        fixed income payments;
o        variable income payments; or
o        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  (does  not apply to Putnam  Allstate  Advisor  Apex
         Contracts).  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 payments. 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:

     o    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

     o    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
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:


     o    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");

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

     o    You must elect to receive fixed income payments; and

     o    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:

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

     o    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:

         1) = withdrawal amount,
         2) = the Contract Value immediately  prior to the withdrawal,  and
         3) = the most recently calculated Income Base.

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

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 and (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:

         1) = withdrawal amount,
         2) = the Contract Value immediately  prior to the withdrawal,  and
         3) = the most recently calculated Income Base.

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 and (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.


<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 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":

     o    a certified copy of a death certificate,

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

     o    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 is equal to (a) divided by (b),
with the result multiplied by (c), where:

     (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.

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

     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:

          o    the sum of all purchase payments  (including Credit  Enhancements
               in the case of Putnam  Allstate  Advisor Plus Contracts) less any
               withdrawals; or

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

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

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

          o    "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:

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

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

          o    "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

         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.


<PAGE>
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 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.

For Putnam Allstate  Advisor Apex 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 sales charge will be waived.

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


We provide the following administrative services, among others:

o        issuance of the Contracts;
o        maintenance of Contract Owner records;
o        Contract Owner services;
o        calculation of unit values;
o        maintenance of the Variable Account; and
o        preparation of Contract Owner reports.

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.


<PAGE>
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, 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:

o    made on or after the date the individual attains age 59 1/2,
o    made to a beneficiary after the Contract Owner's death,
o    attributable to the Contract Owner being disabled, or
o    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.  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:

o Individual  Retirement  Annuities or Accounts  (IRAs) under Section 408 of the
Code; o Roth IRAs under Section 408A of the Code; o Simplified  Employee Pension
Plans under  Section  408(k) of the Code;  o Savings  Incentive  Match Plans for
Employees  (SIMPLE)  Plans under  Section  408(p) of the Code;  o Tax  Sheltered
Annuities  under  Section  403(b) of the Code;  o  Corporate  and Self  Employed
Pension  and  Profit  Sharing  Plans;  and o  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:

o    attains age 59 1/2,

o    separates from service,

o    dies,

o    becomes disabled, or

o    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,

(3)  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.


<PAGE>
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):

o        contract maintenance charge for Putnam Allstate Advisor Contracts
o        sales charge for Putnam Allstate Advisor Apex Contracts
o        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 or the contract
maintenance  charge for Putnam Allstate Advisor  Contracts.  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.


<PAGE>
<TABLE>
<CAPTION>
                  STATEMENT OF ADDITIONAL INFORMATION
                                    TABLE OF CONTENTS

                                                                                           Page

<S>                                                                                        <C>
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.................................................................................
APPENDIX B.................................................................................
APPENDIX C.................................................................................
APPENDIX D.................................................................................


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



</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.


<PAGE>
<TABLE>
<CAPTION>

                                   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)


- --------- ------------ ------------- ------------ ------------ -------------------------------------------------------------
                                                                                   Death Benefit Amount
                                                               -------------------------------------------------------------
                                                               ----------------------- ------------ ------------------------
                                                               Purchase Payment Value                 Enhanced Beneficiary
- --------                Beginning                  Contract                              Maximum             Value
            Type of      Contract    Transaction     Value                             Anniversary
          Occurrence      Value        Amount        After                                Value
  Date                                            Occurrence
<S>       <C>           <C>          <C>          <C>          <C>         <C>          <C>          <C>          <C>
- --------- ------------ ------------- ------------ ------------ ----------------------- ------------ ------------------------
- --------- ------------ ------------- ------------ ------------ ----------- ----------- ------------ ------------ -----------
                                                               Advisor,                              Advisor,
                                                               Apex, and                             Apex, and
                                                               Preferred      Plus                   Preferred      Plus
- --------- ------------ ------------- ------------ ------------ ----------- ----------- ------------ ------------ -----------
 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
- --------- ------------ ------------- ------------ ------------ ----------- ----------- ------------ ------------ -----------

The  Purchase  Payment  Value is reduced by the  amount of the  withdrawal.  The
withdrawal  adjustment  reduces  the  Maximum  Anniversary  Value  and  Enhanced
Beneficiary Value by the same proportion as the Contract Value.
</TABLE>
<TABLE>
<CAPTION>

                                                                                               Advisor,         Plus
                                                                                              Apex, and
                                                                                              Preferred

Purchase Payment Value Death Benefit

<S>                                                                             <C>             <C>           <C>
Partial Withdrawal Amount                                                       (a)           $15,000         $15,000
Value of Death Benefit Amount Immediately Prior to Partial Withdrawal           (b)           $50,000         $52,000
Adjusted Death Benefit                                                          (c)           $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          (c)             $53,796         $55,948
(assumes half years worth of Interest)
Withdrawal Adjustment                                                     [(a)/(b)]*(c)        $13,449         $13,987
Adjusted Death Benefit                                                                         $40,347         $41,961


* For  purposes of  illustrating  the  withdrawal  adjustment  calculation,  the
example assumes the same Contract Values and Maximum  Anniversary  Value for all
four  Contracts.  Actual  Contract  Values and Maximum  Anniversary  Values will
differ due to the different  fees and charges under each Contract and the Credit
Enhancement available under the Putnam Allstate Advisor Plus Contract.

</TABLE>


<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)

<TABLE>
<CAPTION>

- --------- ------------ ------------- ------------ ------------ ------------------------------------------------------------
                                                                                  Income Benefit Amount

                                                               ------------------------------------------------------------
                                                               ----------------------- ------------ -----------------------
                                                               Purchase Payment Value                  6% Roll-Up Value

                        Beginning                  Contract                              Maximum
            Type of      Contract    Transaction     Value                             Anniversary

  Date    Occurrence      Value        Amount        After                                Value

                                   Occurrence
<S>        <C>         <C>            <C>           <C>         <C>                    <C>          <C>
- --------- ------------ ------------- ------------ ------------ ----------------------- ------------ -----------------------
- --------- ------------ ------------- ------------ ------------ ----------- ----------- ------------ ------------ ----------
                                                               Advisor,                              Advisor,
                                                               Apex, and                             Apex, and
                                                               Preferred      Plus                   Preferred     Plus
- --------- ------------ ------------- ------------ ------------ ----------- ----------- ------------ ------------ ----------
 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
- --------- ------------ ------------- ------------ ------------ ----------- ----------- ------------ ------------ ----------

The  withdrawal  adjustment  reduces the  Purchase  Payment  Value,  the Maximum
Anniversary  Value  and the 6%  Roll-Up  Value  by the  same  proportion  as the
Contract Value.

                                                                                            Advisor Apex,       Plus
                                                                                            and Preferred

Purchase Payment Value Income Benefit

Partial Withdrawal Amount

Contract Value Immediately Prior to Partial Withdrawal
Value of Income Benefit Amount Immediately Prior to Partial Withdrawal
Withdrawal Adjustment
Adjusted Income Benefit

                                                                               (a)             $15,000         $15,000
                                                                               (b)             $60,000         $60,000
                                                                               (c)             $50,000         $52,000
                                                                          [(a)/(b)]*(c)        $12,500         $13,000
                                                                                               $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         (c)             $54,567         $56,750
(assumes half years worth of interest)
Withdrawal Adjustment                                                     [(a)/(b)]*(c)        $13,642         $14,187
Adjusted Income Benefit                                                                        $40,925         $42,562


* For  purposes of  illustrating  the  withdrawal  adjustment  calculation,  the
example assumes the same Contract Values and Maximum  Anniversary  Value for all
four  Contracts.  Actual  Contract  Values and Maximum  Anniversary  Values will
differ due to the different fees and charges under each Contract and the Credit
Enhancement available under the Putnam Allstate Plus Contract.



<PAGE>




                                   APPENDIX C

        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:

                     Accumulation Unit Values and Number of Accumulation Units Outstanding for

                           Each Variable Sub-Account*

   ---------------------------------------------------------- ---------------------- -------------------------------
                                                                                     With the Enhanced Beneficiary

   SUB-ACCOUNTS                                                  Basic Policy**           Protection Option***
   ------------                                                  --------------           --------------------

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

        *         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%.


<PAGE>


        Accumulation  Unit Values for the Putnam Allstate Advisor Apex Contracts
        for the period October 25, 1999 (date Contracts  first offered)  through
        December 31, 1999 are set out below:

                     Accumulation Unit Values and Number of Accumulation Units Outstanding for

                           Each Variable Sub-Account*

   ---------------------------------------------------------- ---------------------- -------------------------------
                                                                                     With the Enhanced Beneficiary

   SUB-ACCOUNTS                                                  Basic Policy**           Protection Option***
   ---------------------------------------------------------- ---------------------- -------------------------------
   Asia Pacific Growth
   ---------------------------------------------------------- ---------------------- -------------------------------
            Accumulation Unit Value, Beginning of Period            10.00000                    10.00000
            Accumulation Unit Value, End of Period                  13.36408                   13.360614
            Number of Units Outstanding, End of Period                1,911                        -
   ---------------------------------------------------------- ---------------------- -------------------------------
   ---------------------------------------------------------- ---------------------- -------------------------------
   Diversified Income
   ---------------------------------------------------------- ---------------------- -------------------------------
            Accumulation Unit Value, Beginning of Period            10.00000                    10.00000
            Accumulation Unit Value, End of Period                  10.191844                  10.189182
            Number of Units Outstanding, End of Period                 409                         -
   ---------------------------------------------------------- ---------------------- -------------------------------
   ---------------------------------------------------------- ---------------------- -------------------------------
   The George Putnam Fund of Boston
   ---------------------------------------------------------- ---------------------- -------------------------------
            Accumulation Unit Value, Beginning of Period            10.00000                    10.00000
            Accumulation Unit Value, End of Period                  9.777516                    9.774957
            Number of Units Outstanding, End of Period                2,578                        -
   ---------------------------------------------------------- ---------------------- -------------------------------
   ---------------------------------------------------------- ---------------------- -------------------------------
   Global Asset Allocation
   ---------------------------------------------------------- ---------------------- -------------------------------
            Accumulation Unit Value, Beginning of Period            10.00000                    10.00000
            Accumulation Unit Value, End of Period                  10.650241                  10.647465
            Number of Units Outstanding, End of Period                  -                          -
   ---------------------------------------------------------- ---------------------- -------------------------------
   ---------------------------------------------------------- ---------------------- -------------------------------
   Global Growth
   ---------------------------------------------------------- ---------------------- -------------------------------
            Accumulation Unit Value, Beginning of Period             10.0000                    10.00000
            Accumulation Unit Value, End of Period                  13.563279                  13.559763
            Number of Units Outstanding, End of Period                1,404                        -
   ---------------------------------------------------------- ---------------------- -------------------------------
   ---------------------------------------------------------- ---------------------- -------------------------------
   Growth and Income
   ---------------------------------------------------------- ---------------------- -------------------------------
            Accumulation Unit Value, Beginning of Period             10.0000                    10.00000
            Accumulation Unit Value, End of Period                  9.685588                    9.683049
            Number of Units Outstanding, End of Period               11,859                      1,229
   ---------------------------------------------------------- ---------------------- -------------------------------
   ---------------------------------------------------------- ---------------------- -------------------------------
   Health Sciences
   ---------------------------------------------------------- ---------------------- -------------------------------
            Accumulation Unit Value, Beginning of Period             10.0000                    10.00000
            Accumulation Unit Value, End of Period                  10.628529                  10.625756
            Number of Units Outstanding, End of Period                4,191                        -
   ---------------------------------------------------------- ---------------------- -------------------------------
   ---------------------------------------------------------- ---------------------- -------------------------------
   High Yield
   ---------------------------------------------------------- ---------------------- -------------------------------
            Accumulation Unit Value, Beginning of Period             10.0000                    10.00000
            Accumulation Unit Value, End of Period                  10.379612                  10.376902
            Number of Units Outstanding, End of Period                 691                         -
   ---------------------------------------------------------- ---------------------- -------------------------------
   ---------------------------------------------------------- ---------------------- -------------------------------
   Income
   ---------------------------------------------------------- ---------------------- -------------------------------
            Accumulation Unit Value, Beginning of Period             10.0000                    10.00000
            Accumulation Unit Value, End of Period                  9.946392                    9.943792
            Number of Units Outstanding, End of Period                  -                          -
   ---------------------------------------------------------- ---------------------- -------------------------------
   ---------------------------------------------------------- ---------------------- -------------------------------
   International Growth
   ---------------------------------------------------------- ---------------------- -------------------------------
            Accumulation Unit Value, Beginning of Period             10.0000                    10.00000
            Accumulation Unit Value, End of Period                  12.85899                   12.855652
            Number of Units Outstanding, End of Period                5,440                        -
   ---------------------------------------------------------- ---------------------- -------------------------------
   ---------------------------------------------------------- ---------------------- -------------------------------
   International Growth and Income
   ---------------------------------------------------------- ---------------------- -------------------------------
            Accumulation Unit Value, Beginning of Period             10.0000                    10.00000
            Accumulation Unit Value, End of Period                  10.576858                  10.574094
            Number of Units Outstanding, End of Period                1,515                        -
   ---------------------------------------------------------- ---------------------- -------------------------------
   ---------------------------------------------------------- ---------------------- -------------------------------
   International New Opportunities
   ---------------------------------------------------------- ---------------------- -------------------------------
            Accumulation Unit Value, Beginning of Period             10.0000                    10.00000
            Accumulation Unit Value, End of Period                  14.530054                  14.526295
            Number of Units Outstanding, End of Period                2,774                        -
   ---------------------------------------------------------- ---------------------- -------------------------------
   ---------------------------------------------------------- ---------------------- -------------------------------
   Investors
   ---------------------------------------------------------- ---------------------- -------------------------------
            Accumulation Unit Value, Beginning of Period             10.0000                    10.00000
            Accumulation Unit Value, End of Period                  11.613439                  11.610406
            Number of Units Outstanding, End of Period                7,389                        -
   ---------------------------------------------------------- ---------------------- -------------------------------
   ---------------------------------------------------------- ---------------------- -------------------------------
   Money Market
   ---------------------------------------------------------- ---------------------- -------------------------------
            Accumulation Unit Value, Beginning of Period             10.0000                    10.00000
            Accumulation Unit Value, End of Period                  10.074512                   10.07188
            Number of Units Outstanding, End of Period                 938                         -
   ---------------------------------------------------------- ---------------------- -------------------------------
   ---------------------------------------------------------- ---------------------- -------------------------------
   New Opportunities
   ---------------------------------------------------------- ---------------------- -------------------------------
            Accumulation Unit Value, Beginning of Period             10.0000                    10.00000
            Accumulation Unit Value, End of Period                  13.467912                  13.464415
            Number of Units Outstanding, End of Period                4,105                        -
   ---------------------------------------------------------- ---------------------- -------------------------------
   ---------------------------------------------------------- ---------------------- -------------------------------
   New Value
   ---------------------------------------------------------- ---------------------- -------------------------------
            Accumulation Unit Value, Beginning of Period             10.0000                    10.00000
            Accumulation Unit Value, End of Period                  9.707587                    9.705049
            Number of Units Outstanding, End of Period                  -                          -
   ---------------------------------------------------------- ---------------------- -------------------------------
   ---------------------------------------------------------- ---------------------- -------------------------------
   OTC & Emerging Growth
   ---------------------------------------------------------- ---------------------- -------------------------------
            Accumulation Unit Value, Beginning of Period             10.0000                    10.00000
            Accumulation Unit Value, End of Period                  15.156053                   15.15214
            Number of Units Outstanding, End of Period                 312                         -
   ---------------------------------------------------------- ---------------------- -------------------------------
   ---------------------------------------------------------- ---------------------- -------------------------------
   Research
   ---------------------------------------------------------- ---------------------- -------------------------------
            Accumulation Unit Value, Beginning of Period             10.0000                    10.00000
            Accumulation Unit Value, End of Period                  11.061395                  11.058511
            Number of Units Outstanding, End of Period                3,617                       808
   ---------------------------------------------------------- ---------------------- -------------------------------
   ---------------------------------------------------------- ---------------------- -------------------------------
   Small Cap Value
   ---------------------------------------------------------- ---------------------- -------------------------------
            Accumulation Unit Value, Beginning of Period             10.0000                    10.00000
            Accumulation Unit Value, End of Period                  10.775309                  10.772498
            Number of Units Outstanding, End of Period                2,352                        -
   ---------------------------------------------------------- ---------------------- -------------------------------
   ---------------------------------------------------------- ---------------------- -------------------------------
   Utilities Growth and Income
   ---------------------------------------------------------- ---------------------- -------------------------------
            Accumulation Unit Value, Beginning of Period             10.0000                    10.00000
            Accumulation Unit Value, End of Period                  9.606396                    9.603884
            Number of Units Outstanding, End of Period                 106                         -
   ---------------------------------------------------------- ---------------------- -------------------------------
   ---------------------------------------------------------- ---------------------- -------------------------------
   Vista
   ---------------------------------------------------------- ---------------------- -------------------------------
            Accumulation Unit Value, Beginning of Period             10.0000                    10.00000
            Accumulation Unit Value, End of Period                  13.011521                  13.008145
            Number of Units Outstanding, End of Period                1,448                        -
   ---------------------------------------------------------- ---------------------- -------------------------------
   ---------------------------------------------------------- ---------------------- -------------------------------
   Voyager
   ---------------------------------------------------------- ---------------------- -------------------------------
            Accumulation Unit Value, Beginning of Period             10.0000                    10.00000
            Accumulation Unit Value, End of Period                  12.949953                  12.946585
            Number of Units Outstanding, End of Period                9,326                       694
   ---------------------------------------------------------- ---------------------- -------------------------------

        * 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 0.80%.

        *** The Accumulation  Unit Values in this column reflect a mortality and
        expense risk charge of 0.95%.



<PAGE>
                                          Appendix D

                      Putnam Allstate Advisor Contract Comparison Chart

- ---------------------------- ------------------------ ------------------------- ------------------------- -------------------------
Feature                                Advisor                Advisor Apex              Advisor Plus           Advisor Preferred
- ---------------------------- ------------------------ ------------------------- ------------------------- -------------------------
- ---------------------------- ------------------------ ------------------------- ------------------------- -------------------------
Maximum Age of Contract        90                       90                        80                        80
Owner and Annuitant on the
Issue Date
- ---------------------------- ------------------------ ------------------------- ------------------------- -------------------------
- ---------------------------- ------------------------ ------------------------- ------------------------- -------------------------
Minimum Initial Purchase       $1,000                   $1,000                    $10,000                   $10,000
Payment
- ---------------------------- ------------------------ ------------------------- ------------------------- -------------------------
- ---------------------------- ------------------------ ------------------------- ------------------------- -------------------------
Fixed Account Options          o  Standard Fixed       o Standard Fixed          o Standard Fixed          o Standard Fixed
                                  Account Option         Account Option            Account Option            Account Option
                               o  6 Month Dollar       o 6 Month Dollar
                                  Cost Averaging         Cost Averaging
                                  Option                 Option
                               o  12 Month             o 12 Month Dollar
                                  Dollar Cost            Cost Averaging
                                  Averaging Option       Option
- ---------------------------- ------------------------ ------------------------- ------------------------- -------------------------
- ---------------------------- ------------------------ ------------------------- ------------------------- -------------------------
Credit Enhancement             None                     None                      4% applied to all         None
                                                                                  purchase payments
- ---------------------------- ------------------------ ------------------------- ------------------------- -------------------------
- ---------------------------- ------------------------ ------------------------- ------------------------- -------------------------
Sales Load                     None                     5.75% - 0.50% of          None                      None
                                                        premiums
- ---------------------------- ------------------------ ------------------------- ------------------------- -------------------------
- ---------------------------- ------------------------ ------------------------- ------------------------- -------------------------
Contract Maintenance Charge    $30 per year, full       None                      None                      None
                               amount on surrender
                               (waived in certain
                               cases)
- ---------------------------- ------------------------ ------------------------- ------------------------- -------------------------
- ---------------------------- ------------------------ ------------------------- ------------------------- -------------------------
Mortality and Expense Risk     1.25%                    0.80%                     1.60%                     1.65%
Charge (without optional
benefit)
- ---------------------------- ------------------------ ------------------------- ------------------------- -------------------------
- ---------------------------- ------------------------ ------------------------- ------------------------- -------------------------
Free Withdrawal Amount         greater of earnings      None                      15% of purchase payments  None
(each Contract Year)           not previously
                               withdrawn, or 15% of
                               purchase payments
- ---------------------------- ------------------------ ------------------------- ------------------------- -------------------------
- ---------------------------- ------------------------ ------------------------- ------------------------- -------------------------
Withdrawal Charge (measured    Year:  0 1 2 3 4 5 6 7+  Year: 0   1+              Year: 0 1 2 3 4 5 6 7 8+  Year: 0 1 2+
from number of complete         %:     7 7 6 5 4 3 2 0   %:   0.5  0               %:    8 8 8 7 6 5 4 3 0   %:    2 1  0
years since we received the
purchase payment)(as a                                  (currently only
percentage of purchase                                  assessed on Contracts
payments withdrawn in excess                            that have total
of the Free Withdrawal                                  purchase payments of at
Amount)                                                 least $1,000,000)
- ---------------------------- ------------------------ ------------------------- ------------------------- -------------------------
- ---------------------------- ------------------------ ------------------------- ------------------------- -------------------------
Withdrawal Charge Waivers      Yes                      No                        Yes                       No
- ---------------------------- ------------------------ ------------------------- ------------------------- -------------------------
- ---------------------------- ------------------------ ------------------------- ------------------------- -------------------------
Employee Endorsement           6% Credit Enhancement    Sales load waived         None                      None
- ---------------------------- ------------------------ ------------------------- ------------------------- -------------------------
</TABLE>

<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 sale  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
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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
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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 as of December 31, 1999 and for
each of the periods in the two years then ended,  the  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, 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>
                                     PART C
                                OTHER INFORMATION

24A. FINANCIAL STATEMENTS

     The financial  statements of Allstate Life Insurance Company ("Allstate" or
     "Depositor")  and  Allstate  Life  Insurance  Company  Separate  Account  A
     ("Separate  Account")  are filed  herewith  in Part B of this  Registration
     Statement.

24B. EXHIBITS

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

(1)  Resolution  of the Board of Directors of Allstate  Life  Insurance  Company
     authorizing  establishment of the Allstate Life Insurance  Company Separate
     Account A*

(2)  Not Applicable

(3)(a) Form of  Underwriting  Agreement  with  ALFS,  Inc.  (formerly  known  as
     Allstate Life Financial Services, Inc.)**

   (b)  Underwriting Agreement with Allstate Distributors, L.L.C

(4)  Form of Putnam Allstate Advisor Preferred Contract****

(5)  Form of Application for Putnam Allstate Advisor Preferred Contract****

(6)(a) Articles of Incorporation of Allstate Life Insurance Company*

(b)  By-laws of Allstate Life Insurance Company*

(7)  Not applicable

(8)  Participation  Agreement among Putnam  Variable Trust,  Putnam Mutual Funds
     Corp., and Allstate Life Insurance Company

(9)  Opinion  of Michael J.  Velotta,  Vice  President,  Secretary  and  General
     Counsel of Allstate Life  Insurance  Company  regarding the legality of the
     securities being registered

(10)(a) Independent Auditors' Consent

(b)  Consent of Freedman, Levy, Kroll & Simonds

(11) Not applicable

(12) Not applicable

(13) Performance Data Calculations

(14) Not applicable

(99)(a) Powers of Attorney for Thomas J. Wilson,  II, Kevin R. Slawin,  Casey J.
     Sylla, Marla G. Friedman and John C. Lounds*

     (b)  Power of Attorney for Samuel H. Pilch***


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

*        Incorporated herein by reference to the initial filing,  dated February
         9, 1999, of  Registrant's  Form N-4  registration  statement  (File No.
         333-72017).

**   Incorporated  herein by reference to  Pre-Effective  Amendment No. 1, dated
     April 16, 1999, to Registrant's  Form N-4 registration  statement (File No.
     333-72017).

***  Incorporated  herein by reference to Post-Effective  Amendment No. 1, dated
     August 31, 1999, to Registrant's Form N-4 registration  statement (File No.
     333-72017).

**** Previously  filed in the  initial  filing  of this  Form  N-4  registration
     statement (File No. 333-31288) on February 29, 2000.

<PAGE>

25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR

Name and Principal         Positions and Offices with
Business Address*          Depositor of the Separate Account
<TABLE>
<CAPTION>
<S>                              <C>
Thomas J. Wilson, II             Director, Chairman of the Board and President
Michael J. Velotta               Director, Senior Vice President, Secretary and General Counsel
Marla G. Friedman                Director and Senior Vice President
John L. Carl                     Director
Richard I. Cohen                 Director
T. O'Neal Douglas                Director
Margaret G. Dyer                 Director and Senior Vice President
Edward M. Liddy                  Director
John C. Lounds                   Director and Senior Vice President
Robert W. Pike                   Director
J. Kevin McCarthy                Director and Senior Vice President
Kevin R. Slawin                  Director and Senior Vice President
Casey J. Sylla                   Director and Chief Investment Officer
Charles F. Thalheimer            Director and Vice President
B. Eugene Wraith                 Director and Vice President
John R. Hunter                   Vice President
Karen C. Gardner                 Vice President
Patricia A. Coffey               Vice President
Moses Hardie                     Vice President
Mary J. McGinn                   Vice President and Assistant Secretary
Leonard G. Sherman               Vice President
Steven C. Verney                 Vice President
James P. Zils                    Treasurer
Samuel H. Pilch                  Vice President and Controller
C. Nelson Strom                  Assistant Vice President and Corporate Actuary
Patricia W. Wilson               Assistant Vice President, Assistant Secretary and Assistant Treasurer
Denis Bailey                     Assistant Vice President
Richard L. Baker                 Vice President
Lisa Cochrane                    Assistant Vice President
D. Steven Boger                  Assistant Vice President
Lawrence W. Dahl                 Assistant Vice President
Sarah R. Donahue                 Assistant Vice President
Thomas W. Evans                  Assistant Vice President
Douglas F. Gaer                  Assistant Vice President
Brent H. Hamann                  Assistant Vice President
Ronald A. Johnson                Assistant Vice President
Robert L. Park                   Assistant Vice President
Barry S. Paul                    Assistant Vice President and Assistant Treasurer
Robert E. Rich                   Assistant Vice President
Linda L. Shumilas                Assistant Vice President
Robert E. Transon                Assistant Vice President
Timothy N. Vander Pas            Assistant Vice President
G. Craig Whitehead               Assistant Vice President
Laura R. Zimmerman               Assistant Vice President
Joanne M. Derrig                 Assistant Secretary, Assistant General Counsel
                                 and Chief Compliance Officer
Emma M. Kalaidjian               Assistant Secretary
Paul N. Kierig                   Assistant Secretary

</TABLE>

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


<PAGE>




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

Information  in response to this item is  incorporated  by reference to the Form
10-K Annual Report of The Allstate Corporation (File #1-11840).

27.  NUMBER OF CONTRACT OWNERS

As of the date of this  amended  Registration  Statement,  the  offering  of the
Putnam Allstate Advisor Preferred Variable Annuity had not commenced.

28.  INDEMNIFICATION

The  by-laws of  Allstate  provide  for the  indemnification  of its  directors,
officers and controlling persons, against expenses, judgments, fines and amounts
paid in settlement as incurred by such person, if such person acted properly. No
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall have been  adjudged  to be liable  for  negligence  or
misconduct in the performance of a duty to Allstate,  unless a court  determines
such person is entitled to such indemnity.

Insofar as  indemnification  for liability  arising out of the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the registrant of expenses incurred by a
director,  officer or  controlling  person of the  registrant in the  successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
registrant will, unless in the opinion of is counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

29A.  RELATIONSHIP OF PRINCIPAL UNDERWRITER TO OTHER INVESTMENT COMPANIES

ALFS, Inc. (formerly known as Allstate Life Financial  Services,  Inc.) ("ALFS")
will serve as principal  underwriter of the Separate  Account until May 1, 2000.
Beginning May 1, 2000, Allstate Distributors,  L.L.C. ("Allstate Distributors"),
will serve as principal underwriter of the Separate Account. ALFS also serves as
principal underwriter to the following other investment companies:

     Allstate Financial Advisors Separate Account I

     Allstate Life of New York Separate  Account A

     Glenbrook Life and Annuity Company Separate Account A

     Glenbrook Life and Annuity Company Variable Annuity Account

     Glenbrook Life Variable Life Separate Account A

     Glenbrook Life Multi-Manager Variable Account

     Glenbrook Life Scudder Variable Account (A)

     Glenbrook Life AIM Variable Life Separate Account A

     Lincoln Benefit Life Variable Annuity Account

     Lincoln Benefit Life Variable Account

     Charter National Variable Annuity Account

     Charter National Variable Account

     Intramerica Variable Annuity Account

Allstate   Distributors  serves  as  principal   underwriter  to  the  following
investment companies:

         Allstate Life Insurance Company Separate Account A
         Allstate Life of New York Variable Separate Account A

29B.  PRINCIPAL UNDERWRITER


Name and Principal Business             Positions and Offices
Address*                                    with Underwriter

Allstate Life Financial Services, Inc.

<TABLE>
<CAPTION>
<S>                                          <C>
Thomas J. Wilson, II                        Director
Kevin R. Slawin                             Director
Michael J. Velotta                          Director and Secretary
John R. Hunter                              Director, President and Chief Executive Officer
Janet M. Albers                             Vice President and Controller
Brent H. Hamann                             Vice President
Andrea J. Schur                             Vice President
Terry R. Young                              General Counsel and Assistant Secretary
James P. Zils                               Treasurer
Lisa A. Burnell                             Assistant Vice President and Compliance Officer
Joanne M. Derrig                            Assistant Secretary and Assistant General Counsel
Emma M. Kalaidjian                          Assistant Secretary
Carol S. Watson                             Assistant Secretary
Barry S. Paul                               Assistant Treasurer
</TABLE>

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

Allstate Distributors

<TABLE>
<CAPTION>
<S>                  <C>
John R. Hunter      Executive Committee Member, Chairperson, Managing Director
Brent H. Hamann     Executive Committee Member, Secretary, General Manager
Jane M. Mancini     Executive Committee Member, Chairperson
Vincent Esposito    Executive Committee Member
Thomas Turpin       Executive Committee Member
Eric Levy           Secretary
Albert Dal Porto    Senior Vice President
Karen C. Gardner    Vice President
Evelyn Cooper       Vice President
Lisa A. Burnell     Chief Compliance Officer
Janet M. Albers     Controller
Michael J. Velotta  Assistant Secretary
James P. Zils       Treasurer
Barry S. Paul       Assistant Treasurer
</TABLE>

*The principal  business address of Jane M. Mancini,  Vincent  Esposito,  Thomas
Turpin and Eric Levy is One Post Office Square, Boston, Massachusetts 02109. The
principal business address of every other foregoing committee member and officer
is 3100 Sanders Road, Northbrook, IL 60062.

29C.  COMPENSATION OF PRINCIPAL UNDERWRITER

Not applicable.

30.  LOCATION OF ACCOUNTS AND RECORDS

Allstate  is located at 3100  Sanders  Road,  Northbrook,  Illinois  60062.  The
principal  underwriter of the Separate Account (ALFS until May 1, 2000; Allstate
Distributors beginning May 1, 2000) is located at 3100 Sanders Road, Northbrook,
Illinois 60062. Each company maintains those accounts and records required to be
maintained pursuant to Section 31(a) of the Investment Company Act and the rules
promulgated thereunder.

31.  MANAGEMENT SERVICES

None.


32.  UNDERTAKINGS

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

33.  REPRESENTATIONS PURSUANT TO SECTION 403(B) OF THE INTERNAL  REVENUE CODE

Allstate represents that it is relying upon the letter, dated November 28, 1988,
from the Commission  staff to the American Council of Life Insurance and that it
intends to comply with the provisions of paragraphs 1-4 of that letter.

34.  REPRESENTATION REGARDING CONTRACT EXPENSES

Allstate  represents  that the fees and  charges  deducted  under the  Contracts
described in this Registration  Statement,  in the aggregate,  are reasonable in
relation to the services rendered, the expenses expected to be incurred, and the
risks assumed by Allstate under the Contracts. Allstate bases its representation
on its assessment of all of the facts and circumstances, including such relevant
factors as: the nature and extent of such services, expenses and risks; the need
for  Allstate  to earn a  profit;  the  degree to which  the  Contracts  include
innovative features; and the regulatory standards for exemptive relief under the
Investment  Company Act of 1940 used prior to October 1996,  including the range
of industry practice. This representation applies to all Contracts sold pursuant
to this Registration  Statement,  including those sold on the terms specifically
described in the prospectus  contained herein, or any variations therein,  based
on  supplements,  endorsements,  or riders to any  Contracts or  prospectus,  or
otherwise.


<PAGE>



                                   SIGNATURES

As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, Registrant, Allstate Life Insurance Company Separate Account A, has caused
this amended Registration  Statement to be signed on its behalf, in the Township
of Northfield, State of Illinois, on the 27th day of April, 2000.

                                    ALLSTATE LIFE INSURANCE COMPANY
                                            SEPARATE ACCOUNT A
                                                   (REGISTRANT)

                                            BY: ALLSTATE LIFE INSURANCE COMPANY
                                            (DEPOSITOR)


                                    By:/s/ Michael J. Velotta
                                      ---------------------------------
                                      Michael J. Velotta
                                      Senior Vice President, Secretary and
                                            General Counsel

As required by the Securities Act of 1933, this amended  Registration  Statement
has been signed below by the  following  directors and officers of Allstate Life
Insurance Company on the 27th day of April, 2000.

<TABLE>
<CAPTION>
<S>                                          <C>
*/THOMAS J. WILSON, II               Chairman of the Board and President, Director
- ----------------------
  Thomas J. Wilson, II              (Principal Executive Officer)


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


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


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

*/SAMUEL H. PILCH                   Vice President and Controller
- -----------------
  Samuel H. Pilch                   (Principal Accounting Officer)


*/MARLA G. FRIEDMAN                Senior Vice President and Director
- -------------------
  Marla G. Friedman

*/JOHN C. LOUNDS                   Senior Vice President and Director
- -----------------
  John C. Lounds
</TABLE>

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


<PAGE>





Exhibit Index

Exhibit No.       Exhibit

(3)(b) Form of Underwriting Agreement with Allstate Distributors, L.L.C.

(8)  Participation  Agreement  among Putnam  Variable  Trust Putnam Mutual Funds
     Corp. And Allstate Life Insurance Company

(9)  Opinion  of Michael J.  Velotta,  Vice  President,  Secretary  and  General
     Counsel of Allstate Life  Insurance  Company  regarding the legality of the
     securities being registered

(10)(a)  Independent Auditors' Consent

(10)(b)  Consent of Freedman, Levy, Kroll & Simonds

(13) Performance Data Calculations




                                                                  Exhibit 3(b)
                        PRINCIPAL UNDERWRITING AGREEMENT

This Principal  Underwriting  Agreement  (hereinafter  "Agreement")  is made and
entered into as of this ___ day of ______,  1999,  by and between  Allstate Life
Insurance  Company ( "Allstate Life") a life insurance  company  organized under
the laws of the state of  Illinois  on its own and on  behalf  of each  separate
account of Allstate Life set forth on Attachment  A, as such  Attachment  may be
amended from time (each such account herein referred to as the  "Account"),  and
Allstate Distributors, L.L.C. ("Distributors"),  a limited liability corporation
organized under the laws of the state of Delaware.

In consideration  of the mutual promises and covenants  exchanged by the parties
in this  Agreement,  Allstate  Life grants to  Distributors  the right to be and
Distributors  agrees to serve as Principal  Underwriter for the sale of variable
insurance  products and other insurance and investment  products during the term
of this Agreement and the parties agree as follows:

                                    ARTICLE I

                       DISTRIBUTORS DUTIES AND OBLIGATIONS

1.01 Distributors,  a broker-dealer registered under the Securities Exchange Act
of 1934 (the "1934 Act") and a member of the National  Association of Securities
Dealers, Inc. ("NASD"),  will serve as principal underwriter and distributor for
the variable insurance contracts (contracts listed in Attachment A , herein, the
"Contracts") which will be issued by Allstate Life.

1.02  Distributors  shall be duly registered or licensed or otherwise  qualified
under the insurance and securities laws of the states in which the Contracts are
authorized for sale.

1.03  Distributors  proposes to act as principal  underwriter  on an agency best
efforts basis in the marketing and  distribution of the Contracts.  Distributors
will use its best efforts to provide  information  and  marketing  assistance to
licensed insurance agents and  broker-dealers  ("Selling  Broker-Dealers")  on a
continuing basis.

1.04  Distributors  shall be responsible for compliance with the requirements of
state broker-dealer regulations and the 1934 Act as each applies to Distributors
in  connection  with its  duties  as  distributor  of the  Contracts.  Moreover,
Distributors  shall  conduct  its affairs in  accordance  with the Rules of Fair
Practice of the NASD.

1.05 As a principal underwriter, Distributors shall permit the offer and sale of
Contracts  to the  public  only by and  through  persons  who are  appropriately
licensed under the securities  laws and who are appointed in writing by Allstate
Life to be authorized insurance agents (unless such persons are exempt from such
licensing and appointment requirements);

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

1.07  Subject to  agreement  with  Allstate  Life,  Distributors  may enter into
selling agreements with  broker-dealers  which are registered under the 1934 Act
and/or  authorized by applicable  law or exemptions to sell the  Contracts.  Any
such  contractual  arrangement is expressly made subject to this Agreement,  and
Distributors  will at all times be responsible to Allstate Life for  supervision
of  compliance  with  federal  securities  laws  regarding  distribution  of the
Contracts.

                                   ARTICLE II

                     ALLSTATE LIFE'S DUTIES AND OBLIGATIONS

2.01 Allstate Life is validly existing as a stock life insurance company in good
standing  under the laws of the State of Illinois,  and has been duly  qualified
for the  transaction  of business and is in good standing under the laws of each
other  jurisdiction  in which  it owns or  leases  properties  or  conducts  any
business.

2.02  Allstate Life represents that:
     a)  Registration  Statements  for  each  of  the  Contracts  identified  in
         Attachment  A shall have been filed with the  Securities  and  Exchange
         Commission ("SEC") in the form previously delivered to Distributors and
         that copies of any and all  amendments  thereto  will be  forwarded  to
         Distributors at the time that they are filed with the SEC;

     b)  Each Account is a duly organized,  validly existing  separate  account,
         established  by resolution of the Board of Directors of Allstate  Life,
         on the date shown for such Account on  Attachment A, for the purpose of
         issuing the Contracts; and

     c)  Allstate  Life has  registered  or will  register the Account as a unit
         investment  trust under the  Investment  Company Act of 1940 (the "1940
         Act").

2.03 The  Registration  Statement  and any  further  amendments  or  supplements
thereto will, when they became  effective,  conform in all material  respects to
the  requirements  of the  Securities  Act of 1933 (the "1933 Act") and the 1940
Act, and the rules and  regulations of the  Commission  under such Acts and will
not contain any untrue  statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading;  provided,  however, that this representation and warranty shall
not apply to any  statement or omission  made in reliance upon and in conformity
with information furnished in writing to Allstate Life by Distributors expressly
for use therein.

2.04 Allstate  Life shall be  responsible  for the  licensing and  appointing of
registered  representatives  of  Selling  Broker-Dealers  as  required  by state
insurance laws.

                                   ARTICLE III

                                     RECORDS

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

3.02 Subject to  applicable  SEC or NASD  restrictions,  Allstate Life will send
confirmations of Contract  transactions to Contract  owners.  Allstate Life will
make such  confirmations  and records of transactions  available to Distributors
upon request.  Allstate Life will also maintain Contract Owner records on behalf
of Distributors to the extent permitted by applicable securities law.

3.03 Distributors and Allstate Life shall keep  confidential the records,  books
of account and other  information  concerning the Contract  owners,  annuitants,
insureds,  beneficiaries  or any  persons  who have  rights  arising  out of the
Contracts.  Distributors  or  Allstate  Life may  disclose  the Records and such
information only if the other has authorized disclosure and if the disclosure is
required by applicable law. In the event Distributors or Allstate Life is served
with a  subpoena,  court order or demand from a  regulatory  organization  which
mandates  disclosure of the Records or such information,  such party must notify
the other and allow such other party sufficient time to authorize  disclosure or
to intervene in the judicial proceeding or matter so as to protect its interest.

3.04 Unless  otherwise  agreed to, no party to this Agreement shall  voluntarily
disclose  to any  third  party  other  than  Putnam  Investments,  Inc.  and its
affiliates,  any books,  reference  manuals,  instructions,  information or data
which  concern the other  party's  business and which are  exchanged  during the
negotiation and performance of this Agreement. When this Agreement terminates or
expires,   the  parties  shall  return  all  such  books,   reference   manuals,
instructions, information or data in their possession.

3.05 For the  purpose of  determining  the other  party's  compliance  with this
Agreement,  each party to this  Agreement  shall have  reasonable  access during
normal  business  hours to any  records and books of account  which  concern the
Contracts and which are maintained by the other party.

3.06 Both Allstate Life and Distributors agree to keep all information  required
by applicable  laws,  to maintain the books,  accounts and records as to clearly
and accurately disclose the precise nature and details of the transaction and to
assist one another in the timely perpetration of any reports required by law.

3.07  Distributors  and Allstate Life shall furnish to the other any reports and
information which the other may request for the purpose of meeting reporting and
recordkeeping  requirements  under the laws of  Illinois  or any other  state or
jurisdiction.

                                   ARTICLE IV

                                 SALES MATERIALS

4.01 Distributors will utilize the currently  effective  prospectus  relating to
the Contracts in connections with its  underwriting,  marketing and distribution
efforts.  As to other types of sales  material,  Distributors  hereby agrees and
will require Selling  Broker-Dealers  to agree to use only sales materials which
have been authorized for use by Allstate Life, which conform to the requirements
of federal  and state  laws and  regulations,  and which  have been filed  where
necessary with the appropriate regulatory authorities including the NASD.

4.02  Distributors  will not distribute any prospectus,  sales literature or any
other printed matter or material in the  underwriting  and  distribution  or any
Contract if, to the knowledge of  Distributors,  any of the foregoing  misstates
the duties, obligation or liabilities of Allstate Life or Distributors.

                                    ARTICLE V

                                  COMPENSATION

5.01 Allstate Life shall pay to Distributors commissions described in Attachment
B , attached hereto and made a part hereof.  Distributors shall not be obligated
to pay  another  broker/dealer  for sales of  Contracts  pursuant to its selling
agreement  with  such   broker/dealer   until   Distributors  has  received  its
commissions for the sale of such Contracts from Allstate Life.

5.02 In compensating Distributors,  Allstate Life reserves the right to withhold
commissions  from  Distributors  if it  determines  Distributors  is not  paying
commissions to its Selling Broker-Dealers in accordance with applicable laws.

5.03 Distributors shall direct how commissions are paid, provided such direction
is in accordance with applicable law.

5.04 Allstate Life agrees to pay  Distributors  for direct expenses  incurred on
behalf of Allstate Life. Such direct expenses shall include,  but not be limited
to, the costs of goods and  services  purchased  from  outside  vendors,  travel
expenses and state and federal  regulatory  fees  incurred on behalf of Allstate
Life.

5.05 Distributors shall present a statement after the end of the quarter showing
the  apportionment  of  services  rendered  and the  direct  expenses  incurred.
Settlements are due and payable within thirty days.

                                   ARTICLE VI

                               UNDERWRITING TERMS

6.01 Distributors makes no representations or warranties regarding the number of
contracts to be sold by Selling Broker-Dealer and the registered representatives
of Selling Broker-Dealer or the amount to be paid thereunder. Distributors does,
however,  represent  that it will  actively  engage  in its  duties  under  this
Agreement  on a  continuous  basis  while  there  is an  effective  Registration
Statement with the SEC.

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

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

                                   ARTICLE VII

                          LEGAL AND REGULATORY ACTIONS

7.01  Allstate Life agrees to advise Distributors immediately of:

a)   any request by the SEC for amendment of the  Registration  Statement or for
     additional information relating to the Contracts;

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

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

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

7.03  During  any legal  action  or  inquiry,  Allstate  Life  will  furnish  to
Distributors  such  information  with respect to the  Contracts in such form and
signed by such of its officers as Distributors  may reasonably  request and will
warrant  that the  statements  therein  contained  when so  signed  are true and
correct.

7.04 If changes in insurance laws or regulations could reasonably be expected to
affect the sales and administration of Contracts under this Agreement,  Allstate
Life shall notify  Distributors  within a reasonable  time after  Allstate  Life
receives  notice of those changes.  Such notice shall be in writing  except,  if
circumstances  so  require,  the  notice may be  communicated  by  telephone  or
facsimile and confirmed in writing.

                                  ARTICLE VIII

                                   TERMINATION

8.01 This Agreement shall terminate at either Party's option, without penalty:

         (a) without case,  on not less than 180 days' prior  written  notice to
         the other Party;  (b) upon the mutual  written  consent of the Parties;
         (c) upon  written  notice  of one  Party to the  other in the  event of
         bankruptcy or insolvency of the

                  Party to which notice is given;
         (d)      upon the  suspension or revocation of any material  license or
                  permit held by a Party by the appropriate  governmental agency
                  or authority;  however,  such termination shall extend only to
                  the  jurisdiction(s)  where the Party is prohibited from doing
                  business; or

         (e)      upon the finding by any regulatory body in a formal proceeding
                  of material  wrongdoing by a Party  regarding its duties under
                  this Agreement.

8.02 If either Party breaches this Agreement or is in default in the performance
of any of its duties and obligations  hereunder (the  "defaulting  Party"),  the
non-defaulting  Party may give written notice  thereof to the defaulting  Party,
and if such breach or default is not remedied  within 60 days after such written
notice is given, then the  non-defaulting  Party may terminate this Agreement by
giving 30 days'  prior  written  notice of such  termination  to the  defaulting
Party.

8.03 The  Parties  agree to  cooperate  and give  reasonable  assistance  to one
another in effecting an orderly transition following termination.

                                   ARTICLE IX

                                 INDEMNIFICATION

9.01     Scope of Indemnification

         (a) Each Party (the "Indemnifying  Party") agrees to indemnify and hold
harmless the other (the "Indemnified Party") against any loss, liability, claim,
damage or expense  (including the reasonable cost of  investigating or defending
any alleged loss,  liability,  claim, damage or expense,  and reasonable counsel
fees  incurred  in  connection  therewith)  arising  by reason  of any  person's
acquiring any Contract, which may be based upon any law:

                  (i) on the ground that the Indemnifying  Party, its directors,
         officers,  employees,  agents, or subcontractors  failed to comply with
         any applicable laws and regulations in connection with its rendering of
         duties or services under this Agreement; or

                  (ii)  on  the  ground  of  negligence  or  misconduct  by  the
         Indemnifying Party or its directors,  officers,  employees,  agents, or
         subcontractors,  in the performance of its duties hereunder,  or breach
         by the Indemnifying Party of any representation or warranty hereunder.

         The foregoing  indemnities  shall,  upon the same terms and conditions,
extend to and inure to the benefit of each director, officer and employee of the
Indemnified  Party and any person  controlling or controlled by the  Indemnified
Party within the meaning of Section 15 of the  Securities Act of 1933 or Section
20 of the 1934 Act.

         (b) In no case shall the indemnity in favor of the  Indemnified  Party,
including  such  controlling  or  controlled  persons,  be deemed to protect the
Indemnified  Party against any liability to the  Indemnifying  Party to which it
would otherwise be subject by reason of willful misfeasance,  bad faith or gross
negligence in the  performance of its duties or by reason of reckless  disregard
of its  obligations  and duties under this  Agreement.  In addition,  in no case
shall the Indemnifying Party be liable under its indemnity  agreement  contained
in Section  4.1(a) hereof with respect to any claim made against an  Indemnified
Party,  unless the Indemnified Party shall have notified the Indemnifying  Party
in writing by fax or  overnight  mail  giving  information  of the nature of the
claim  within two (2)  business  days after the  summons  or other  first  legal
process  shall  have  been  served  upon the  Indemnified  Party  (or  after the
Indemnified  Party shall have received  notice of such service on any designated
agent), but failure to notify the Indemnifying Party of any such claim shall not
relieve it from any liability which it may have to the Indemnified Party against
whom such action is brought otherwise than on account of its indemnity agreement
contained in Section 4.1(a) hereof.  The Indemnifying Party shall be entitled to
participate  at its own expense in the defense,  or, if it so elects,  to assume
the defense of any suit brought to enforce such liability.  If the  Indemnifying
Party elects to assume the defense,  such defense  shall be conducted by counsel
chosen  by it and  satisfactory  to the  Indemnified  Party.  In the  event  the
Indemnifying  Party  elects to assume the  defense of any such suit and  retains
such  counsel,  the  Indemnified  Party shall bear the fees and  expenses of any
additional  counsel retained by it, but, in case the Indemnifying Party does not
elect to assume the defense of any such suit, it shall reimburse the Indemnified
Party  for the  reasonable  fees and  expense  of any  counsel  retained  by the
Indemnified  Party. The Indemnifying Party shall promptly notify the Indemnified
Party  of  the  commencement  of  any  litigation  or  proceedings  against  the
Indemnifying   Party  or  any  of  its   officers,   directors,   employees   or
subcontractors in connection with the issuance or sale of the Contracts.

9.02     Limitation on Liability

         In no event  shall  either  Party be  liable  for lost  profits  or for
exemplary,  special,  punitive  or  consequential  damages  alleged to have been
sustained by the other Party, as opposed to a third party.

9.03     Injunctive Relief

         The  Parties  each agree that  monetary  damages  may be an  inadequate
remedy in the event of a breach by either Party of any of the  covenants in this
Agreement,  and that any such  breach by a Party may cause the other Party great
and irreparable injury and damage. Accordingly,  nothing in this Agreement shall
limit a Party's right to obtain equitable relief when appropriate.


<PAGE>



                                    ARTICLE X

                               GENERAL PROVISIONS

10.01  This Agreement shall be subject to the laws of the state of Illinois.

10.02 This Agreement,  along with any schedules attached hereto and incorporated
herein by  reference,  may be amended from time to time by mutual  agreement and
consent of the under signed parties.

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

IN WITNESS  WHEREOF,  the  undersigned  parties have caused this Agreement to be
duly executed, to be effective as of _____________, 1999

Allstate Life Insurance Company
(and the Account(s) set forth on Attachment A)

By:      ___________________________                 ______________________
         Title                                                Date




Allstate Distributors, L. L. C.

By:      ___________________________                 _______________________
                                                         Title Date

<PAGE>



                                  ATTACHMENT A

Separate Account     Effective Date  Contract               Form #
                     --------------  --------               ------




<PAGE>




                                  ATTACHMENT B

Distributors  shall be entitled to remuneration  for its services as shown below
for all  variable  annuity  purchase  payments  received on  policies  issued by
Allstate Life. Such  remuneration  shall be reduced by the amount of commissions
payable to broker/dealers  receiving compensation pursuant to selling agreements
with Allstate Life and Distributors.

- ------------------------ ----------------------- ---------------------
                         Schedule A

- ------------------------ ----------------------- ---------------------
Issue Age:                        0-80                  7.30%
- ------------------------ ----------------------- ---------------------
- ------------------------ ----------------------- ---------------------
                                 81-85                  5.80%
- ------------------------ ----------------------- ---------------------
- ------------------------ ----------------------- ---------------------
                                 86-90                  4.30%
- ------------------------ ----------------------- ---------------------

<TABLE>
<CAPTION>
- ------------------------ ----------------------- ---------------------
<S>                     <C>                     <C>                     <C>
                         Schedule B              Up-Front              Trail

- ------------------------ ----------------------- --------------------- --------------------
Issue Age:                        0-80                  6.30%                25 bps
- ------------------------ ----------------------- --------------------- --------------------
- ------------------------ ----------------------- --------------------- --------------------
                                 81-85                  5.05%                25 bps
- ------------------------ ----------------------- --------------------- --------------------
- ------------------------ ----------------------- --------------------- --------------------
                                 86-90                  3.80%                25 bps
- ------------------------ ----------------------- --------------------- --------------------

- ----------------------------------------- -------------------------------------------------------------------
Charge Back Schedule

- ----------------------------------------- -------------------------------------------------------------------
Full or partial Withdrawal                100% Charge Back due to "Right to Cancel" provision.
- ----------------------------------------- -------------------------------------------------------------------
- ----------------------------------------- -------------------------------------------------------------------
Early Annuitization                       Year 1 Only, Charge Back to Annuitization Level Commission (TBD)
- ----------------------------------------- -------------------------------------------------------------------

An additional 1% override is available up-front to Distributors on sales for the
first $1 billion or through 5/1/2000, if earlier.
</TABLE>





                                    Exhibit 8



                             PARTICIPATION AGREEMENT

                                      Among

                              PUTNAM VARIABLE TRUST

                            PUTNAM MUTUAL FUNDS CORP.

                                       and

                        ALLSTATE LIFE INSURANCE COMPANY


     THIS  AGREEMENT,  made and entered into as of this 1st day of March,  1999,
among Allstate Life Insurance Company (the "Company"),  an Illinois corporation,
on its own behalf and on behalf of each  separate  account  of the  Company  set
forth on Schedule A hereto,  as such  Schedule  may be amended from time to time
(each such account  hereinafter  referred to as the "Account"),  PUTNAM VARIABLE
TRUST (the "Trust"),  a Massachusetts  business  trust,  and PUTNAM MUTUAL FUNDS
CORP. (the "Underwriter"), a Massachusetts corporation.

     WHEREAS, the Trust is an open-end diversified management investment company
and is  available  to  act  as the  investment  vehicle  for  separate  accounts
established for variable life insurance  policies and variable annuity contracts
(collectively,  the  "Variable  Insurance  Products") to be offered by insurance
companies  which have entered into  Participation  Agreements with the Trust and
the Underwriter (the "Participating Insurance Companies"); and

     WHEREAS,  the  beneficial  interest  in the Trust is divided  into  several
series of shares,  each designated a "Fund" and  representing  the interest in a
particular managed portfolio of securities and other assets; and

     WHEREAS,  the Trust has obtained an order from the  Securities and Exchange
Commission  ("SEC"),  dated December 29, 1993 (File No. 812-8612),  granting the
variable annuity and variable life insurance separate accounts  participating in
the Trust  exemptions  from the  provisions of sections 9(a),  13(a),  15(a) and
15(b) of the  Investment  Company Act of 1940, as amended (the "1940 Act"),  and
Rules  6e-2(b)(15) and  6e-3(T)(b)(15)  thereunder,  to the extent  necessary to
permit  shares  of the  Trust to be sold to and  held by  variable  annuity  and
variable  life  insurance  separate  accounts  of  the  Participating  Insurance
Companies (the "Shared Funding Exemptive Order"); and

     WHEREAS,  the Trust is  registered  as an  open-end  management  investment
company  under the 1940 Act and the sale of its shares is  registered  under the
Securities Act of 1933, as amended (the " 1933 Act"); and

     WHEREAS,  the Company has registered or will register certain variable life
and/or variable  annuity  contracts under the 1933 Act and any applicable  state
securities and insurance law; and

     WHEREAS,  each  Account  is a duly  organized,  validly  existing  separate
account,  established by resolution of the Board of Directors of the Company, on
the date shown for such  Account on  Schedule A hereto,  to set aside and invest
assets   attributable  to  one  or  more  variable   insurance   contracts  (the
"Contracts"); and

     WHEREAS,  the Company has registered or will register the Account as a unit
investment trust under the 1940 Act; and

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

     WHEREAS,  to  the  extent  permitted  by  applicable   insurance  laws  and
regulations,   the  Company   intends  to  purchase   shares  in  certain  Funds
("Authorized  Funds") on behalf of each Account to fund certain of the Contracts
and the Underwriter is authorized to sell such shares to unit investment  trusts
such as each Account at net asset value;

     NOW, THEREFORE,  in consideration of the promises herein, the Company,  the
Trust and the Underwriter agree as follows:

                         ARTICLE 1. Sale of Trust Shares

     1.1 The Underwriter agrees, subject to the Trust's rights under Section 1.2
and otherwise  under this  Agreement,  to sell to the Company those Trust shares
representing interests in Authorized Funds which each Account orders,  executing
such orders on a daily basis at the net asset value next computed  after receipt
by the  Trust or its  designee  of the order for the  shares of the  Trust.  For
purposes of this  Section 1. 1, the Company  shall be the  designee of the Trust
for receipt of such orders from each Account and receipt by such designee  shall
constitute receipt by the Trust; provided that the Trust receives notice of such
order by 8:30 a.m.  Eastern time on the next following  Business Day.  "Business
Day" shall mean any day on which the New York Stock Exchange is open for trading
and on which the Trust  calculates  its net asset value pursuant to the rules of
the SEC.  The  initial  Authorized  Funds are set forth in  Schedule  B, as such
schedule is amended from time to time.

     1.2 The Trust agrees to make its shares available indefinitely for purchase
at the  applicable  net asset value per share by the Company and its Accounts on
those days on which the Trust  calculates  its net asset value pursuant to rules
of the SEC and the Trust  shall use  reasonable  efforts to  calculate  such net
asset  value on each  day on  which  the New  York  Stock  Exchange  is open for
trading.   Notwithstanding  the  foregoing,  the  Trustees  of  the  Trust  (the
"Trustees")  may refuse to sell  shares of any Fund to the  Company or any other
person,  or  suspend or  terminate  the  offering  of shares of any Fund if such
action is required by law or by regulatory  authorities having jurisdiction over
the Trust or if the  Trustees  determine,  in the  exercise  of their  fiduciary
responsibilities, that to do so would be in the best interests of shareholders.

     1.3 The Trust and the  Underwriter  agree that  shares of the Trust will be
sold only to Participating  Insurance Companies and their separate accounts.  No
shares of any Fund will be sold to the general public.

     1.4 The Trust shall redeem its shares in  accordance  with the terms of its
then current prospectus.  For purposes of this Section 1.4, the Company shall be
the  designee  of the Trust for  receipt of requests  for  redemption  from each
Account  and receipt by such  designee  shall  constitute  receipt by the Trust;
provided that the Trust  receives  notice of such request for redemption by 8:30
a.m., Eastern time, on the next following Business Day.

     1.5 The Company shall  purchase and redeem the shares of  Authorized  Funds
offered  by the then  current  prospectus  of the Trust in  accordance  with the
provisions of such prospectus.

     1.6 The Company  shall pay for Trust shares on the next  Business Day after
an order to purchase  Trust shares is made in accordance  with the provisions of
Section 1.1 hereof. Payment shall be in federal funds transmitted by wire.

     1.7 Issuance and transfer of the Trust's shares will be by book entry only.
Share  certificates  will not be issued to the  Company or any  Account.  Shares
ordered  from the Trust will be  recorded  as  instructed  by the Company to the
Underwriter  in an  appropriate  title  for  each  Account  or  the  appropriate
sub-account of each Account.

     1.8 The  Underwriter  shall  furnish  prompt  notice (by wire or telephone,
followed  by written  confirmation)  to the  Company of the  declaration  of any
income,  dividends or capital gain distributions  payable on the Trust's shares.
The Company hereby elects to receive all such income  dividends and capital gain
distributions  as are  payable on the Fund shares in  additional  shares of that
Fund.  The Company  reserves the right to revoke this  election and therefore to
receive all such income  dividends and capital gain  distributions  in cash. The
Underwriter  shall  notify  the  Company  of the  number  of shares so issued as
payment of such dividends and distributions.

     1.9 The Underwriter  shall make the net asset value per share for each Fund
available to the Company on a daily basis as soon as reasonably  practical after
the Trust calculates its net asset value per share and each of the Trust and the
Underwriter  shall use its best  efforts to make such net asset  value per share
available by 7:00 p.m. Eastern time.

                   ARTICLE II. Representations and Warranties

     2.1 The Company represents and warrants that

          (a) at all times during the term of this  Agreement  the Contracts are
     or will be registered  under the 1933 Act; the Contracts will be issued and
     sold in compliance in all material  respects with all  applicable  laws and
     the sale of the Contracts shall comply in all material  respects with state
     insurance suitability laws and regulations.  The Company further represents
     and warrants  that it is an insurance  company duly  organized  and in good
     standing  under  applicable  law  and  that  it  has  legally  and  validly
     established  each  Account  prior  to any  issuance  or sale  thereof  as a
     separate  account under  applicable law and has registered or, prior to any
     issuance or sale of the  Contracts,  will  register  each Account as a unit
     investment trust in accordance with the provisions of the 1940 Act to serve
     as a segregated investment account for the Contracts; and

          (b) the Contracts are currently treated as endowment,  annuity or life
     insurance  contracts,  under applicable  provisions of the Internal Revenue
     Code of 1986, as amended (the  "Code"),  and that it will make every effort
     to  maintain  such  treatment  and that it will  notify  the  Trust and the
     Underwriter  immediately  upon having a reasonable basis for believing that
     the  Contracts  have  ceased to be so  treated or that they might not be so
     treated in the future.

     2.2 The Trust represents and warrants that

          (a) it is lawfully  organized and validly  existing  under the laws of
     the Commonwealth of  Massachusetts  and that it does and will comply in all
     material respects with the 1940 Act.

          (b) it is currently qualified as a Regulated  Investment Company under
     Subchapter M of the Code, and that it will use its best efforts to maintain
     such qualification (under Subchapter M or any successor provision) and that
     it will notify the Company  immediately  upon having a reasonable basis for
     believing  that it has ceased to so qualify or that it might not so qualify
     in the future; and

          (c) at all times during the term of this  Agreement  Trust shares sold
     pursuant to this  Agreement  shall be  registered  under the 1933 Act, duly
     authorized  for issuance and sold by the Trust to the Company in compliance
     with all applicable  laws,  subject to the terms of Section 2.4 below,  and
     the  Trust is and shall  remain  registered  under the 1940 Act.  The Trust
     shall amend the  Registration  Statement  for its shares under the 1933 Act
     and the 1940 Act  from  time to time as  required  in order to  effect  the
     continuous offering of its shares. The Trust shall register and qualify the
     shares for sale in accordance  with the laws of the various  states only if
     and to the  extent  deemed  advisable  by the Trust or the  Underwriter  in
     connection with their sale by the Trust to the Company and only as required
     by Section 2.4;

     2.3 The Underwriter represents and warrants that

          (a) it is a member in good standing of the NASD;

          (b) is registered as a broker-dealer with the SEC;

          (c) it will sell and  distribute  the Trust shares in accordance  with
     all applicable securities laws, including without limitation, the 1933 Act,
     the 1934 Act and the 1940 Act.

     2.4 Notwithstanding any other provision of this Agreement,  the Trust shall
be responsible for the registration  and  qualification of its shares and of the
Trust  itself under the laws of any  jurisdiction  only in  connection  with the
sales of shares directly to the Company through the Underwriter. The Trust shall
not be  responsible,  and  the  Company  shall  take  full  responsibility,  for
determining any jurisdiction in which any qualification or registration of Trust
shares or the Trust by the Trust may be required in connection  with the sale of
the  Contracts  or the  indirect  interest of any  Contract in any shares of the
Trust and  advising  the  Trust  thereof  at such time and in such  manner as is
necessary to permit the Trust to comply.

     2.5 The Trust  makes no  representation  as to  whether  any  aspect of its
operations  (including,  but not limited to, fees and  expenses  and  investment
policies) complies with the insurance laws or regulations of the various states.


                  ARTICLE III. Prospectuses and Proxy Statements; Voting

     3.1 The Trust shall provide such  documentation  (including a  camera-ready
copy of its prospectus) and other assistance as is reasonably necessary in order
for the Company once each year (or more  frequently  if the  prospectus  for the
Trust is  amended)  to have the  prospectus  for the  Contracts  and the Trust's
prospectus  printed  together  in one or more  documents.  The cost of  printing
prospectuses for the Contracts and the Trust for delivery in connection with the
offering  and  sale  of new  Contracts  will  be at the  Underwriter's  expense.
Printing of  prospectuses  for other purposes will be at the Company's  expense.
The Company will bear the expense of mailing  prospectuses  to new purchasers of
Contracts.

     3.2 The Trust's  Prospectus  shall state that the  Statement of  Additional
Information  for the Trust is available from the Underwriter or its designee (or
in the Trust's  discretion,  the  Prospectus  shall state that such Statement is
available from the Trust),  and the Underwriter (or the Trust),  at its expense,
shall print and provide such Statement free of charge to the Company and free of
charge  to any owner of a  Contract  or  prospective  owner  who  requests  such
Statement.

     3.3 The Trust, at its expense, shall provide the Company with copies of its
reports to shareholders, proxy material and other communications to shareholders
in such quantity as the Company shall reasonably require for distribution to the
Contract  owners,  such  distribution  shall  be at the  expense  of the  Trust,
provided that the Trust and the Company shall bear their  proportional  share of
the  distribution  expenses  of any report  containing  both the Trust's and the
Accounts' financial reports.

     3.4 The  Company  shall vote all Trust  shares as  required  by law and the
Shared Funding  Exemptive  Order.  The Company  reserves the right to vote Trust
shares held in any separate account in its own right, to the extent permitted by
law and the Shared Funding Exemptive Order. The Company shall be responsible for
assuring  that  each  of  its  separate  accounts  participating  in  the  Trust
calculates voting privileges in a manner consistent with all legal  requirements
and the Shared Funding Exemptive Order.

     3.5 The Trust will comply with all  applicable  provisions  of the 1940 Act
requiring  voting by  shareholders,  and in  particular  the Trust  will  either
provide  for  annual  meetings  or  comply  with  Section  16(c) of the 1940 Act
(although the Trust is not one of the trusts  described in Section 16(c) of that
Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further,
the  Trust  will  act  in  accordance  with  the  SEC's  interpretation  of  the
requirements of Section 16(a) with respect to periodic elections of trustees and
with whatever rules the SEC may promulgate with respect thereto.



                   ARTICLE IV. Sales Material and Information

     4.1 Without limiting the scope or effect of Section 4.2 hereof, the Company
shall furnish, or shall cause to be furnished,  to the Underwriter each piece of
sales literature or other promotional  material (as defined  hereafter) in which
the Trust,  its investment  adviser or the Underwriter is named at least 10 days
prior to its use. No such material shall be used if the  Underwriter  objects to
such use within five Business Days after receipt of such material.

     4.2 The Company shall not give any information or make any  representations
or statements on behalf of the Trust or concerning the Trust in connection  with
the  sale  of the  Contracts  other  than  the  information  or  representations
contained in the registration  statement or prospectus for the Trust shares,  as
such  registration  statement and prospectus may be amended or supplemented from
time to time, or in annual or  semi-annual  reports or proxy  statements for the
Trust,  or in sales  literature or other  promotional  material  approved by the
Trust or its designee or by the Underwriter,  except with the written permission
of the Trust or the  Underwriter  or the designee of either or as is required by
law.

     4.3 The  Underwriter or its designee  shall  furnish,  or shall cause to be
furnished,  to the Company or its  designee,  each piece of sales  literature or
other  promotional  material  prepared by the  Underwriter  in which the Company
and/or its  separate  account(s)  is named at least 10 days prior to its use. No
such material  shall be used if the Company or its designee  objects to such use
within five Business Days after receipt of such material.

     4.4 Neither the Trust nor the  Underwriter  shall give any  information  or
make any  representations on behalf of the Company concerning the Company,  each
Account,  or  the  Contracts  other  than  the  information  or  representations
contained in a registration  statement or prospectus for the Contracts,  as such
registration  statement and prospectus may be amended or supplemented  from time
to time, or in published reports for each Account which are in the public domain
or  approved by the Company for  distribution  to Contract  owners,  or in sales
literature  or  other  promotional  material  approved  by  the  Company  or its
designee, except with the written permission of the Company or as is required by
law.

     4.5 For purposes of this Article IV, the phrase "sales  literature or other
promotional  material" includes,  but is not limited to, advertisements (such as
material  published,  or designed  for use in, a newspaper,  magazine,  or other
periodical, radio, television,  telephone or tape recording,  videotape display,
signs or billboards,  motion pictures,  or other public media), sales literature
(i.e.  any written  communication  distributed  or made  generally  available to
customers  or the public,  including  brochures,  circulars,  research  reports,
market letters,  form letters,  seminar texts, reprints or excerpts of any other
advertisement,  sales literature, or published article), educational or training
materials or other  communications  distributed or made  generally  available to
some or all registered representatives.

                          ARTICLE V. Fees and Expenses

     5.1 Except as provided in Article VI, the Trust and  Underwriter  shall pay
no fee or other compensation to the Company under this agreement.

     5.2 All expenses  incident to performance by the Trust under this Agreement
shall be paid by the Trust.  The Trust shall bear the  expenses  for the cost of
registration and qualification of the Trust's shares,  preparation and filing of
the Trust's prospectus and registration statement,  proxy materials and reports,
setting the  prospectus  and  shareholder  reports in type,  setting in type and
printing  the proxy  materials,  distributing  reports and proxy  statements  to
contractholders  (provided  that if the reports are combined  with the Company's
reports  the Trust and the  Company  shall bear such share of the expense as its
proportion  of the joint  report  bears the the whole  combined  report) and the
preparation of all statements and notices  required by any federal or state law,
in each case as may  reasonably  be necessary for the  performance  by it of its
obligations under this Agreement.

     5.3 The Company shall bear the expenses of printing the Trust's  prospectus
(other  than  those  used in  connection  with  the  offering  and  sales of the
Contracts) and of  distributing  the Trust's  prospectuses  to new purchasers of
Contracts.

                            Article VI. Service Fees

     6.1 The Underwriter shall pay the Company a service fee (the "Service Fee")
on shares of the Funds held in the  Accounts at the annual  rates  specified  in
Schedule B (excluding  any accounts for the Company's  own corporate  retirement
plans), subject to Section 6.2 hereof.

     6.2 The Company  understands  and agrees that all Service Fee  payments are
subject to the limitations contained in each Fund's Distribution Plan, which may
be varied or  discontinued  at any time, and understands and agrees that it will
cease to receive such  Service Fee  payments  with respect to a Fund if the Fund
ceases to pay fees to the Underwriter pursuant to its Distribution Plan.

     6.3 (a) The Company's failure to provide the services  described in Section
6.4 will render it ineligible to receive Service Fees; and

          (b) the  Underwriter  may,  without the consent of the Company,  amend
     this  Article VI to change the amount of Service Fees or the terms on which
     Service Fees are paid or to terminate further payments of Service Fees upon
     written notice to the Company.

     6.4 The Company will provide the following  services to the Contract Owners
purchasing Fund shares:

          (i) Maintaining  regular contact with Contract owners and assisting in
     answering inquiries concerning the Funds;

          (ii) Assisting in the process of printing and distributing shareholder
     reports, prospectuses and other sale and service literature provided by the
     Underwriter;

          (iii)   Assisting   the   Underwriter   and  its   affiliates  in  the
     establishment  and maintenance of Contract owner and  shareholder  accounts
     and records;

          (iv) Assisting  Contract owners in effecting  administrative  changes,
     such as exchanging shares in or out of the Funds;

          (v) Assisting in processing purchase and redemption transactions; and

          (vi)  Providing  any other  information  or services  as the  Contract
     owners or the Underwriter may reasonably request.

     The Company will support the Underwriter's  marketing and servicing efforts
by  granting  reasonable  requests  for  visits  to  the  Company's  offices  by
representatives of the Underwriter.

     6.5 The Company's  performance  under the service  requirement set forth in
this  Agreement  will be  evaluated  from  time  to  time  by the  Underwriter's
monitoring of  redemption  levels of Fund shares held in any Account and by such
other methods as the Underwriter deems appropriate.

                          ARTICLE VII. Diversification

     7.1 The Trust shall cause each  Authorized  Fund to maintain a  diversified
pool of investments  that would,  if such Fund were a segregated  asset account,
satisfy the diversification provisions of Treas. Reg. ss. 1.817-5(b)(1) or (2).

     7.2 The Trust shall  annually send the Company a  certificate,  in the form
mutually agreed, certifying as to its compliance with Section 7.1.


                        ARTICLE VIII. Potential Conflicts

     8.1 The Trustees  will monitor the Trust for the  existence of any material
irreconcilable  conflict  between the  interests of the  contract  owners of all
separate accounts investing in the Trust. A material irreconcilable conflict may
arise for a variety of reasons,  including: (a) an action by any state insurance
regulatory  authority;  (b) a change in applicable  federal or state  insurance,
tax, or  securities  law or  regulations,  or a public  ruling,  private  letter
ruling,  no-action or interpretative letter, or any similar action by insurance,
tax, or securities  regulatory  authorities;  (c) an  administrative or judicial
decision in any relevant proceeding;  (d) the manner in which the investments of
any Fund are being  managed;  (e) a difference in voting  instructions  given by
variable annuity contract and variable life insurance  contract owners; or (f) a
decision by an insurer to disregard the voting  instructions of contract owners.
The Trust shall  promptly  inform the Company if the Trustees  determine  that a
material irreconcilable conflict exists and the implications thereof.

     8.2 The Company will report any potential or existing conflicts of which it
is aware to the  Trustees.  The Company will assist the Trustees in carrying out
their  responsibilities  under the Shared Funding  Exemptive Order, by providing
the  Trustees  with all  information  reasonably  necessary  for the Trustees to
consider any issues raised. This includes,  but is not limited to, an obligation
by  the  Company  to  inform  the  Trustees   whenever   Contract  owner  voting
instructions are disregarded.

     8.3 If it is determined by a majority of the Trustees, or a majority of the
disinterested  Trustees,  that a material  irreconcilable  conflict exists,  the
Company shall to the extent reasonably  practicable (as determined by a majority
of the disinterested Trustees),  take, at the Company's expense,  whatever steps
are necessary to remedy or eliminate the material irreconcilable conflict, up to
and  including:  (1)  withdrawing  the  assets  allocable  to some or all of the
separate  accounts from the Trust or any Fund and  reinvesting  such assets in a
different investment medium,  including (but not limited to) another Fund of the
Trust, or submitting the question whether such segregation should be implemented
to a vote of all affected  contract owners and, as appropriate,  segregating the
assets of any appropriate group (i.e.,  annuity contract owners,  life insurance
contract  owners,  or  variable  contract  owners  of one or more  Participating
Insurance Companies) that votes in favor of such segregation, or offering to the
affected  contract  owners  the  option  of  making  such  a  change;   and  (2)
establishing a new registered  management investment company or managed separate
account.

     8.4 If a material  irreconcilable  conflict arises because of a decision by
the Company to disregard  Contract owner voting  instructions  and that decision
represents a minority  position or would  preclude a majority  vote, the Company
may be required,  at the Trust's  election,  to withdraw the affected  Account's
investment  in one or more  Authorized  Funds of the  Trust and  terminate  this
Agreement with respect to such Account; provided,  however, that such withdrawal
and  termination  shall be  limited  to the  extent  required  by the  foregoing
material   irreconcilable   conflict  as   determined   by  a  majority  of  the
disinterested  Trustees.  No charge or  penalty  shall be imposed as a result of
such withdrawal.  Any such withdrawal and termination must take place within six
(6) months  after the Trust gives  written  notice that this  provision is being
implemented,  and until the end of that six month  period  the  Underwriter  and
Trust shall, to the extent permitted by law and any exemptive relief  previously
granted to the Trust, continue to accept and implement orders by the Company for
the purchase (or redemption) of shares of the Trust.

     8.5 If a material  irreconcilable  conflict  arises because of a particular
state  insurance  regulator's  decision  applicable  to the Company to disregard
Contract  owner  voting  instructions  and that  decision  represents a minority
position that would preclude a majority vote,  then the Company may be required,
at the Trust's direction,  to withdraw the affected Account's  investment in one
or more Authorized Funds of the Trust;  provided,  however, that such withdrawal
and  termination  shall be  limited  to the  extent  required  by the  foregoing
material   irreconcilable   conflict  as   determined   by  a  majority  of  the
disinterested  Trustees.  Any such  withdrawal and  termination  must take place
within six (6) months after the Trust gives written  notice that this  provision
is being implemented,  unless a shorter period is required by law, and until the
end of the  foregoing  six month period (or such  shorter  period if required by
law), the Underwriter  and Trust shall,  to the extent  permitted by law and any
exemptive  relief  previously  granted  to the  Trust,  continue  to accept  and
implement  orders by the Company for the purchase (and  redemption) of shares of
the Trust. No charge or penalty will be imposed as a result of such withdrawal.

     8.6 For purposes of Sections 8.3 through 8.6 of this Agreement,  a majority
of the  disinterested  Trustees  shall  determine  whether any  proposed  action
adequately remedies any material irreconcilable conflict.  Neither the Trust nor
the  Underwriter  shall be  required to  establish a new funding  medium for the
Contracts,  nor shall the Company be required to do so, if an offer to do so has
been  declined  by vote of a majority of Contract  owners  materially  adversely
affected by the material irreconcilable conflict. In the event that the Trustees
determine  that any  proposed  action does not  adequately  remedy any  material
irreconcilable conflict, then the Company will withdraw the Account's investment
in one or more Authorized Funds of the Trust and terminate this Agreement within
six  (6)  months  (or  such  shorter  period  as may be  required  by law or any
exemptive relief previously  granted to the Trust) after the Trustees inform the
Company in writing of the foregoing determination;  provided, however, that such
withdrawal and  termination  shall be limited to the extent required by any such
material   irreconcilable   conflict  as   determined   by  a  majority  of  the
disinterested Trustees. No charge or penalty will be imposed as a result of such
withdrawal.

     8.7  The  responsibility  to  take  remedial  action  in the  event  of the
Trustees'  determination of a material  irreconcilable  conflict and to bear the
cost of such remedial  action shall be the  obligation  of the Company,  and the
obligation  of the Company set forth in this  Article  VIII shall be carried out
with a view only to the interests of Contract owners.

     8.8 If and to the extent that Rule 6e-2 and Rule  6e-3(T) are  amended,  or
Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940
Act or the rules promulgated  thereunder with respect to mixed or shared funding
(as  defined  in the Shared  Funding  Exemptive  Order) on terms and  conditions
materially different from those contained in the Shared Funding Exemptive Order,
then (a) the Trust and/or the Participating Insurance Companies, as appropriate,
shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T),
as amended,  and Rule 6e-3, as adopted, to the extent such rules are applicable;
and (b) Sections 3.4, 3.5,  8.1, 8.2, 8.3, 8.4 and 8.5 of this  Agreement  shall
continue in effect only to the extent  that terms and  conditions  substantially
identical  to such  Sections  are  contained  in such  Rule(s)  as so amended or
adopted.

     8.9 The Company has reviewed the Shared Funding  Exemption Order and hereby
assumes all  obligations  referred  to therein  which are  required,  including,
without limitation,  the obligation to provide reports,  material or data as the
Trustees may request as conditions to such Order, to be assumed or undertaken by
the Company.

                           ARTICLE IX. Indemnification

     9.1. Indemnification by the Company

     9.1 (a). The Company  shall  indemnify  and hold harmless the Trust and the
Underwriter and each of the Trustees,  directors of the  Underwriter,  officers,
employees or agents of the Trust or the Underwriter and each person, if any, who
controls  the Trust or the  Underwriter  within the meaning of Section 15 of the
1933 Act (collectively,  the "Indemnified  Parties" for purposes of this Section
9.1) against any and all losses, claims, damages, liabilities (including amounts
paid in settlement with the written consent of the Company which consent may not
be unreasonably  withheld) or litigation  (including  reasonable legal and other
expenses),  to which  the  Indemnified  Parties  may  become  subject  under any
statute,  regulation  or at common law or  otherwise,  insofar  as such  losses,
claims,  damages,  liabilities  or expenses  (or actions in respect  thereof) or
settlements  are related to the sale or acquisition of the Trust's shares or the
Contracts or the performance by the parties of their obligations hereunder and:

          (i) arise out of or are based  upon any untrue  statements  or alleged
     untrue  statements  of  any  material  fact  contained  in  a  Registration
     Statement,  Prospectus  or  Statement  of  Additional  Information  for the
     Contracts  or  contained  in the  Contracts  or  sales  literature  for the
     Contracts  (or any amendment or  supplement  to any of the  foregoing),  or
     arise out of or are based upon the  omission  or the  alleged  omission  to
     state therein a material fact required to be stated therein or necessary to
     make the statements therein not misleading, provided that this agreement to
     indemnify shall not apply as to any Indemnified  Party if such statement or
     omission or such alleged  statement  or omission was made in reliance  upon
     and in conformity with information furnished to the Company by or on behalf
     of the Trust for use in the Registration Statement, Prospectus or Statement
     of  Additional  Information  for the Contracts or in the Contracts or sales
     literature  (or  any  amendment  or  supplement)  or  otherwise  for use in
     connection with the sale of the Contracts or Trust shares; or

          (ii)  arise  out  of  or  as  a  result  of  written   statements   or
     representations (other than statements or representations  contained in the
     Trust's  Registration  Statement or Prospectus,  or in sales literature for
     Trust shares not supplied by the Company,  or persons under its control) or
     wrongful conduct of the Company or persons under its control,  with respect
     to the sale or distribution of the Contracts or Trust shares; or

          (iii) arise out of any untrue statement or alleged untrue statement of
     a material fact contained in a Registration Statement, Prospectus, or sales
     literature of the Trust or any amendment  thereof or supplement  thereto or
     the omission or alleged  omission to state therein a material fact required
     to be stated  therein  or  necessary  to make the  statements  therein  not
     misleading  if such a  statement  or  omission  was made in  reliance  upon
     information  furnished to the Trust or the  Underwriter  by or on behalf of
     the Company; or

          (iv)  arise out of or  result  from any  breach of any  representation
     and/or  warranty  made by the Company in this  Agreement or arise out of or
     result from any other breach of this  Agreement by the Company,  as limited
     by and in  accordance  with the  provisions  of Sections  9.1(b) and 9.1(c)
     hereof.

     9.1  (b)  The  Company  shall  not be  liable  under  this  indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed  against an Indemnified  Party to the extent such may arise
from  such  Indemnified  Party's  willful  misfeasance,   bad  faith,  or  gross
negligence in the performance of such Indemnified Party's duties or by reason of
such Indemnified  Party's reckless disregard of obligations or duties under this
Agreement or to the Trust, whichever is applicable.

     9.1  (c)  The  Company  shall  not be  liable  under  this  indemnification
provision  with  respect to any claim made against an  Indemnified  Party unless
such  Indemnified  Party shall have  notified  the  Company in writing  within a
reasonable   time  after  the  summons  or  other  first  legal  process  giving
information  of the  nature  of the  claim  shall  have  been  served  upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any  designated  agent),  on the basis of which the  Indemnified
Party should  reasonably  know of the  availability  of  indemnity  hereunder in
respect of such claim but  failure to notify the Company of any such claim shall
not relieve the Company from any liability  which it may have to the Indemnified
Party  against  whom such  action is brought  otherwise  than on account of this
indemnification  provision.  In case any such  action  is  brought  against  the
Indemnified  Parties,  the Company shall be entitled to participate,  at its own
expense,  in the defense of such  action.  The Company also shall be entitled to
assume the defense thereof,  with counsel  satisfactory to the Indemnified Party
named in the action.  After notice from the Company to such Indemnified Party of
the Company's election to assume the defense thereof the Indemnified Party shall
bear the fees and  expenses of any  additional  counsel  retained by it, and the
Company will not be liable to such  Indemnified  Party under this  Agreement for
any legal or other  expenses  subsequently  incurred by such  Indemnified  Party
independently in connection with the defense thereof other than reasonable costs
of investigation.

     9.1  (d)  The  Underwriter   shall  promptly  notify  the  Company  of  the
commencement  of  any  litigation  or  proceedings  against  the  Trust  or  the
Underwriter  in connection  with the issuance or sale of the Trust Shares or the
Contracts or the operation of the Trust.

     9. 1 (e) The  provisions of this Section 9.1 shall survive any  termination
of this Agreement.

     9.2 Indemnification by the Underwriter

     9.2 (a) The  Underwriter  shall indemnify and hold harmless the Company and
each person,  if any, who controls the Company  within the meaning of Section 15
of the 1933 Act and any  director,  officer,  employee or agent of the foregoing
(collectively,  the  "Indemnified  Parties"  for  purposes of this  Section 9.2)
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Underwriter  which consent may not
be unreasonably  withheld) or litigation  (including  reasonable legal and other
expenses) to which the Indemnified Parties may become subject under any statute,
regulation  or  at  common  law,  insofar  as  such  losses,  claims,   damages,
liabilities  or expenses  (or actions in respect  thereof)  or  settlements  are
related to the sale or acquisition of the Trust's shares or the Contracts or the
performance by the parties of their obligations hereunder and:

          (i) arise out of or are based  upon any  untrue  statement  or alleged
     untrue  statement of any material fact contained in the sales literature of
     the Trust  prepared  by or  approved  by the Trust or  Underwriter  (or any
     amendment or  supplement to any of the  foregoing),  or arise out of or are
     based upon the omission or the alleged omission to state therein a material
     fact  required to be stated  therein or  necessary  to make the  statements
     therein not misleading, provided that this agreement to indemnify shall not
     apply as to any  Indemnified  Party if such  statement  or omission or such
     alleged  statement or omission was made in reliance  upon and in conformity
     with  information  furnished to the Underwriter or Trust by or on behalf of
     the Company for use in sales literature (or any amendment or supplement) or
     otherwise  for use in  connection  with the sale of the  Contracts or Trust
     shares; or

          (ii)  arise  out  of  or  as  a  result  of  written   statements   or
     representations (other than statements or representations  contained in the
     Registration Statement,  Prospectus, Statement of Additional Information or
     sales  literature  for the  Contracts  not supplied by the  Underwriter  or
     persons under its control) of the Underwriter or persons under its control,
     with respect to the sale or  distribution of the Contracts or Trust shares;
     or

          (iii) arise out of any untrue statement or alleged untrue statement of
     a  material  fact  contained  in  a  Registration  Statement,   Prospectus,
     Statement  of  Additional  Information  or sales  literature  covering  the
     Contracts,  or any amendment thereof or supplement thereto, or the omission
     or alleged  omission to state therein a material fact required to be stated
     therein or  necessary  to make the  statement  or  statements  therein  not
     misleading,  if such  statement  or  omission  was  made in  reliance  upon
     information furnished to the Company by or on behalf of the Underwriter; or

          (iv)  arise out of or  result  from any  breach of any  representation
     and/or  warranty made by the  Underwriter in this Agreement or arise out of
     or result from any other  breach of this  Agreement by the  Underwriter  or
     result from a breach of Article VII; as limited by and in  accordance  with
     the provisions of Sections 9.2(b) and 9.2(c) hereof.

     9.2 (b) The  Underwriter  shall not be liable  under  this  indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed against an Indemnified Party for willful  misfeasance,  bad
faith, or gross negligence in the performance of such Indemnified Party's duties
or by reason of such Indemnified  Party's reckless  disregard of obligations and
duties under this  Agreement  or to each  Company or the  Account,  whichever is
applicable.

     9.2 (c) The  Underwriter  shall not be liable  under  this  indemnification
provision  with  respect to any claim made against an  Indemnified  Party unless
such  Indemnified  Party shall have notified the Underwriter in writing within a
reasonable   time  after  the  summons  or  other  first  legal  process  giving
information  of the  nature  of the  claim  shall  have  been  served  upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such  service  on any  designated  agent) on the basis of which the  Indemnified
Party should  reasonably  know of the  availability  of  indemnity  hereunder in
respect of such claim,  but failure to notify the  Underwriter of any such claim
shall not relieve the  Underwriter  from any liability  which it may have to the
Indemnified  Party against whom such action is brought otherwise than on account
of this  indemnification  provision.  In case any such action is brought against
the Indemnified Parties, the Underwriter will be entitled to participate, at its
own expense,  in the defense thereof.  The Underwriter also shall be entitled to
assume the defense thereof,  with counsel  satisfactory to the Indemnified Party
named in the action. After notice from the Underwriter to such Indemnified Party
of the  Underwriter's  election to assume the defense  thereof,  the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by it,
and the  Underwriter  will not be liable to such  Indemnified  Party  under this
Agreement  for  any  legal  or  other  expenses  subsequently  incurred  by such
Indemnified  Party  independently  in connection  with the defense thereof other
than reasonable costs of investigation.

     9.2 (d) The Company shall promptly  notify the  Underwriter of the Trust of
the  commencement  of any  litigation  or  proceedings  against it or any of its
officers or directors,  in connection with the issuance or sale of the Contracts
or the operation of each Account.

     9.2 (e) The provisions of this Section 9.2 shall survive any termination of
this Agreement.

     9.3 Indemnification by the Trust

     9.3 (a) The Trust shall  indemnify and hold harmless the Company,  and each
person, if any, who controls the Company within the meaning of Section 15 of the
1933  Act  and  any  director,  officer,  employee  or  agent  of the  foregoing
(collectively,  the  "Indemnified  Parties"  for  purposes of this  Section 9.3)
against any and all losses, claims, damages, liabilities (including amounts paid
in  settlement  with the written  consent of the Trust which  consent may not be
unreasonably  withheld)  or  litigation  (including  reasonable  legal and other
expenses) to which the Indemnified Parties may become subject under any statute,
at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect  thereof) or  settlements  are related to the
operations of the Trust and:

          (i) arise out of or are based  upon any  untrue  statement  or alleged
     untrue   statement  of  any  material  fact  contained  in  a  Registration
     Statement,  Prospectus and Statement of Additional Information of the Trust
     (or any amendment or supplement to any of the  foregoing),  or arise out of
     or are based upon the omission or the alleged  omission to state  therein a
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements  therein  not  misleading,   provided  that  this  agreement  to
     indemnify shall not apply as to any Indemnified  Party if such statement or
     omission or such alleged  statement  or omission was made in reliance  upon
     and in conformity with information furnished to the Underwriter or Trust by
     or on  behalf  of  the  Company  for  use in  the  Registration  Statement,
     Prospectus,  or Statement of Additional  Information  for the Trust (or any
     amendment or supplement)  or otherwise for use in connection  with the sale
     of the Contracts or Trust shares; or

          (ii)  arise  out  of  or  result  from  any  material  breach  of  any
     representation and/or warranty made by the Trust in this Agreement or arise
     out of or result from any other  material  breach of this  Agreement by the
     Trust (including Section 7.1 hereof),  as limited by and in accordance with
     the provisions of Sections 9.3(b) and 9.3(c) hereof.

     9.3 (b) The Trust shall not be liable under the  indemnification  provision
with respect to any losses, claims, damages,  liabilities or litigation incurred
or assessed against an Indemnified Party for willful misfeasance,  bad faith, or
gross negligence or by reason of such Indemnified  Party's reckless disregard of
obligations  and duties under this Agreement or to the Company,  the Trust,  the
Underwriter or each Account, whichever is applicable.

     9.3 (c) The Trust shall not be liable under this indemnification  provision
with  respect  to any claim made  against  any  Indemnified  Party  unless  such
Indemnified  Party shall have notified the Trust in writing  within a reasonable
time after the summons or other first legal process  giving  information  of the
nature of the claim shall have been served upon such Indemnified Party (or after
such  Indemnified  Party  shall  have  received  notice of such  service  on any
designated  agent) on the basis of which the Indemnified Party should reasonably
know of the  availability of indemnity  hereunder in respect of such claim,  but
failure to notify the Trust of any such claim  shall not  relieve the Trust from
any  liability  which it may have to the  Indemnified  Party  against  whom such
action is brought otherwise than on account of this  indemnification  provision.
In case any such action is brought  against the Indemnified  Parties,  the Trust
will be entitled to participate, at its own expense, in the defense thereof. The
Trust also  shall be  entitled  to assume  the  defense  thereof,  with  counsel
reasonably  satisfactory  to the  Indemnified  Party named in the action.  After
notice  from the Trust to such  Indemnified  Party of the  Trust's  election  to
assume  the  defense  thereof,  the  Indemnified  Party  shall bear the fees and
expenses  of any  additional  counsel  retained by it, and the Trust will not be
liable to such  Indemnified  Party under this  Agreement  for any legal or other
expenses  subsequently  incurred  by such  Indemnified  Party  independently  in
connection   with  the  defense   thereof   other  than   reasonable   costs  of
investigation.

     9.3 (d) The Company agrees promptly to notify the Trust of the commencement
of any litigation or proceedings against it or any of its officers or directors,
in connection with this Agreement,  the issuance or sale of the Contracts or the
sale or acquisition of shares of the Trust.

     9.3 (e) The provisions of this Section 9.3 shall survive any termination of
this Agreement.

                            ARTICLE X. Applicable Law

     10.1  This  Agreement   shall  be  construed  and  the  provisions   hereof
interpreted  under  and in  accordance  with  the  laws of the  Commonwealth  of
Massachusetts.

     10.2 This Agreement  shall be subject to the  provisions of the 1933,  1934
and 1940 Acts, and the rules and regulations and rulings  thereunder,  including
such exemptions from those statutes,  rules and regulations as the SEC may grant
(including,  but not limited  to, the Shared  Funding  Exemptive  Order) and the
terms hereof shall be interpreted and construed in accordance therewith.

                             ARTICLE XI. Termination

     11.1.This Agreement shall terminate:

          (a)  upon the  second  anniversary  of the  termination  of the  Joint
     Venture Agreement,  dated March 1, 1999, between Putnam Investments,  Inc.
     and the Allstate Corporation.

          (b) at the  option of the Trust upon 180 days  prior  written  notice,
     upon a  decision  by the  Trustees  of the Trust  that  termination  of the
     Agreement is in the best interests of shareholders of the Trust; or

          (c) with respect to any Account,  upon  requisite vote of the Contract
     owners having an interest in such Account (or any subaccount) to substitute
     the shares of another  investment company for the corresponding Fund shares
     of the Trust in accordance  with the terms of the Contracts for which those
     Fund shares had been selected to serve as the underlying  investment media.
     The  Company  will give 90 days' prior  written  notice to the Trust of the
     date of any proposed vote to replace the Trust's shares; or

          (d) with respect to any Authorized  Fund, upon 60 days advance written
     notice  from  the  Underwriter  to  the  Company,  upon a  decision  by the
     Underwriter to cease offering shares of the Fund for sale.

     11.2.  It is  understood  and agreed that the right of any party  hereto to
terminate this  Agreement  pursuant to Section 11.1 (a) may be exercised for any
reason or for no reason.

     11.3 No termination of this Agreement  shall be effective  unless and until
the party  terminating  this  Agreement  gives prior written notice to all other
parties to this  Agreement  of its intent to  terminate,  which notice shall set
forth the basis for such  termination.  Such prior written notice shall be given
in advance of the effective date of termination as required by this Article XI.

     11.4 Notwithstanding any termination of this Agreement,  subject to Section
1.2 of this Agreement, the Trust and the Underwriter shall, at the option of the
Company,  continue to make available  additional shares of the Trust pursuant to
the terms and conditions of this  Agreement,  for all Contracts in effect on the
effective  date of termination  of this  Agreement  (hereinafter  referred to as
"Existing Contracts").  Specifically, without limitation, subject to Section 1.2
of this  Agreement,  the owners of the Existing  Contracts shall be permitted to
reallocate  investments  in the Trust,  redeem  investments  in the Trust and/or
invest in the Trust upon the making of additional  purchase  payments  under the
Existing Contracts.  The parties agree that this Section 11.4 shall not apply to
any  termination  under  Article  VIII  and  the  effect  of such  Article  VIII
termination shall be governed by Article VIII of this Agreement.

     11.5  The  Company  shall  not  redeem  Trust  shares  attributable  to the
Contracts (as opposed to Trust shares  attributable to the Company's assets held
in either Account) except (i) as necessary to implement Contract owner initiated
transactions, or (ii) as required by state and/or federal laws or regulations or
judicial or other legal precedent of general application  (hereinafter  referred
to as a "Legally required Redemption").  Upon request, the Company will promptly
furnish to the Trust and the  Underwriter an opinion of counsel for the Company,
reasonably satisfactory to the Trust, to the effect that any redemption pursuant
to clause (ii) above is a Legally Required  Redemption.  Furthermore,  except in
cases where permitted  under the terms of the Contracts,  subject to Section 1.2
of this Agreement, the Company shall not prevent Contract owners from allocating
payments to an Authorized Fund that was otherwise  available under the Contracts
without  first  giving  the  Trust  or the  Underwriter  90 days  notice  of its
intention to do.

                              ARTICLE XII. Notices

     Any notice shall be sufficiently given when sent by registered or certified
mail to the other  party at the address of such party set forth below or at such
other  address  as such  party may from time to time  specify  in writing to the
other party.

If to the Trust:

         One Post Office Square
         Boston, MA 02109
         Attention: John R. Verani

If to the Underwriter:

         One Post Office Square
         Boston, MA 02109
         Attention: General Counsel

If to the Company:

         Allstate Life Insurance Company
         3100 Sanders Road, Suite J5B
         Northbrook, IL  60062
         Attention:  Michael J. Velotta, Esq.



<PAGE>



                           ARTICLE XIII. Miscellaneous


     13.1 A copy of the  Agreement and  Declaration  of Trust of the Trust is on
file with the  Secretary  of State of the  Commonwealth  of  Massachusetts,  and
notice is  hereby  given  that  this  instrument  is  executed  on behalf of the
Trustees of the Trust as Trustees and not  individually and that the obligations
of or arising out of this instrument,  including without limitation Article VII,
are not  binding  upon any of the  Trustees  or  shareholders  individually  but
binding only upon the assets and property of the Trust.

     13.2 The  captions  in this  Agreement  are  included  for  convenience  of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.

     13.3  This  Agreement  may  be  executed  simultaneously  in  two  or  more
counterparts,  each of which taken  together  shall  constitute one and the same
instrument.

     13.4 If any provision of this Agreement  shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.

     13.5 Each  party  hereto  shall  cooperate  with each  other  party and all
appropriate  governmental authorities (including without limitation the SEC, the
NASD  and  state  insurance  regulators)  and  shall  pertmit  such  authorities
reasonable  access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.

     13.6 The rights,  remedies and obligations  contained in this Agreement are
cumulative and are in addition to any and all rights,  remedies and obligations,
at law or in equity,  which the parties  hereto are  entitled to under state and
federal laws.

     13.7 Notwithstanding any other provision of this Agreement, the obligations
of the Trust and the  Underwriter are several and,  without  limiting in any way
the generality of the foregoing, neither such party shall have any liability for
any action or failure to act by the other  party,  or any person  acting on such
other party's behalf.


<PAGE>




     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by its duly authorized  representative
and its seal to be hereunder affixed hereto as of the date specified below.

                                ALLSTATE LIFE INSURANCE COMPANY
                                By its authorized officer,




                                Name: /s/BRENT HAMANN
                                Title: Asst. Vice President



                                PUTNAM VARIABLE TRUST
                                By its authorized officer,



                                Name: /s/ JOHN R. VERANI
                                Title: Vice President



                                PUTNAM MUTUAL FUNDS CORP.
                                By its authorized officer,


                                Name: /s/ ERIC S. LEVY
                                Title: Senior Vice President





                                   Exhibit 9


                        ALLSTATE LIFE INSURANCE COMPANY
                          LAW AND REGULATION DEPARTMENT
                             3100 Sanders Road, J5B
                           Northbrook, Illinois 60062
                         Direct Dial Number 847-402-2400
                             Facsimile 847-402-4371


Michael J. Velotta
 Senior Vice President, Secretary

   and General Counsel

                                 April 27, 2000


TO:   ALLSTATE LIFE INSURANCE COMPANY
      NORTHBROOK, ILLINOIS  60062

FROM: MICHAEL J. VELOTTA
      SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL

RE:   FORM N-4 REGISTRATION STATEMENT
      UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940
      FILE NOS. 333-31288 and 811-09227
      PUTNAM ALLSTATE ADVISOR PREFERRED VARIABLE ANNUITY

With  reference  to the  above-mentioned  Registration  Statement  on  Form  N-4
("Registration  Statement")  filed  by  Allstate  Life  Insurance  Company  (the
"Company"),  as depositor,  and Allstate Life Insurance Company Separate Account
A, as  registrant,  with the  Securities  and Exchange  Commission  covering the
Flexible Premium Deferred Variable Annuity Contracts  described  therein, I have
examined  such  documents  and  such  law as I  have  considered  necessary  and
appropriate,  and on the basis of such examination,  it is my opinion that as of
April 26, 2000:

         1. The Company is duly  organized  and  existing  under the laws of the
         State of Illinois  and has been duly  authorized  to do business by the
         Director of Insurance of the State of Illinois.

         2. The securities registered by the Registration  Statement when issued
         will be valid, legal and binding obligations of the Company.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement  and to the use of my name under the  caption  "Legal  Matters" in the
Prospectus constituting a part of the Registration Statement.

Sincerely,


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





Exhibit 10(a) INDEPENDENT AUDITORS' CONSENT

INDEPENDENT AUDITORS' CONSENT

We  consent to the use in this  Pre-Effective  Amendment  No. 1 to  Registration
Statement No. 333-31288 of Allstate Life Insurance Company Seperate Account A of
Allstate  Life  Insurance  Company on Form N-4 of our report dated  February 25,
2000 relating to the consolidated financial statements and the related financial
statement  schedules of Allstate Life  Insurance  Company,  and our report dated
March 27, 2000 relating to the financial  statements of Allstate Life  Insurance
Company Seperate Account A, appearing in the Statement of Additional Information
(which is incorporated by reference in the Prospectus of Allstate Life Insurance
Company Seperate Account A of Allstate Life Insurance Company), which is part of
such  Registration  Statement,  and to the  reference  to us under  the  heading
"Experts" in such Statement of Additional Information.



Chicago, Illinois
April 26, 2000



<PAGE>

Exhibit 10(b)

FREEDMAN, LEVY, KROLL & SIMONDS



                                   CONSENT OF

                         FREEDMAN, LEVY, KROLL & SIMONDS

     We hereby  consent to the  reference  to our firm under the caption  "Legal
Matters" in the  prospectus  contained  in the Form N-4  Registration  Statement
(File No. 333-31288) of Allstate Life Insurance Company Separate Account A.

/s/ Freedman, Levy, Kroll & Simonds
- -----------------------------------
FREEDMAN, LEVY, KROLL & SIMONDS

Washington, D.C.
April 26, 2000


                                  Exhibit 13

<TABLE>
<CAPTION>

Putnam "L" without RIG

Asia Pacific Growth

        36160               NO. YEARS            1
TO
     12/31/99

<S>           <C>                     <C>              <C>          <C>         <C>
              TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         4.909021    203.7066
              FEE            12/31/99            0               10           0

     RESULTING VALUE         12/31/99                            10    203.7066    2037.066

                                        1

  FORMULA:                            1000*(1+T)=          2037.066  - (1000 * 0.02)
                                      =                    2017.066
                                      T =                  1.017066
                                      R =                  1.017066





Diversified Income

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         9.993382    100.0662
              FEE            12/31/99            0               10           0

     RESULTING VALUE         12/31/99                            10    100.0662    1000.662

                                        1

  FORMULA:                            1000*(1+T)=          1000.662  - (1000 * 0.02)
                                      =                    980.6622
                                      T =                  -0.01934
                                      R =                  -0.01934





George Putnam Fund of Boston

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         10.20997    97.94351
              FEE            12/31/99            0               10           0

     RESULTING VALUE         12/31/99                            10    97.94351    979.4351

                                        1

  FORMULA:                            1000*(1+T)=          979.4351  - (1000 * 0.02)
                                      =                    959.4351
                                      T =                  -0.04056
                                      R =                  -0.04056





Global Asset Allocation

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         9.097389    109.9216
              FEE            12/31/99            0               10           0

     RESULTING VALUE         12/31/99                            10    109.9216    1099.216

                                        1

  FORMULA:                            1000*(1+T)=          1099.216  - (1000 * 0.02)
                                      =                    1079.216
                                      T =                  0.079216
                                      R =                  0.079216





Global Growth

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         6.090517    164.1897
              FEE            12/31/99            0               10           0

     RESULTING VALUE         12/31/99                            10    164.1897    1641.897

                                        1

  FORMULA:                            1000*(1+T)=          1641.897  - (1000 * 0.02)
                                      =                    1621.897
                                      T =                  0.621897
                                      R =                  0.621897





Growth & Income

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000          10.0212    99.78843
              FEE            12/31/99            0               10           0

     RESULTING VALUE         12/31/99                            10    99.78843    997.8843

                                        1

  FORMULA:                            1000*(1+T)=          997.8843  - (1000 * 0.02)
                                      =                    977.8843
                                      T =                  -0.02212
                                      R =                  -0.02212





Health Sciences

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         10.58992    94.42941
              FEE            12/31/99            0               10           0

     RESULTING VALUE         12/31/99                            10    94.42941    944.2941

                                        1

  FORMULA:                            1000*(1+T)=          944.2941  - (1000 * 0.02)
                                      =                    924.2941
                                      T =                  -0.07571
                                      R =                  -0.07571





High Yield

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         9.609692    104.0616
              FEE            12/31/99            0               10           0

     RESULTING VALUE         12/31/99                            10    104.0616    1040.616

                                        1

  FORMULA:                            1000*(1+T)=          1040.616  - (1000 * 0.02)
                                      =                    1020.616
                                      T =                  0.020616
                                      R =                  0.020616





Income

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000          10.3928     96.2205
              FEE            12/31/99            0               10           0

     RESULTING VALUE         12/31/99                            10     96.2205     962.205

                                        1

  FORMULA:                            1000*(1+T)=           962.205  - (1000 * 0.02)
                                      =                     942.205
                                      T =                   -0.0578
                                      R =                   -0.0578





International Growth

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         6.353162    157.4019
              FEE            12/31/99            0               10           0

     RESULTING VALUE         12/31/99                            10    157.4019    1574.019

                                        1

  FORMULA:                            1000*(1+T)=          1574.019  - (1000 * 0.02)
                                      =                    1554.019
                                      T =                  0.554019
                                      R =                  0.554019





International Growth & Income

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         8.176648    122.2995
              FEE            12/31/99            0               10           0

     RESULTING VALUE         12/31/99                            10    122.2995    1222.995

                                        1

  FORMULA:                            1000*(1+T)=          1222.995  - (1000 * 0.02)
                                      =                    1202.995
                                      T =                  0.202995
                                      R =                  0.202995





International New Opportunities
     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         5.012878    199.4862
              FEE            12/31/99            0               10           0

     RESULTING VALUE         12/31/99                            10    199.4862    1994.862

                                        1

  FORMULA:                            1000*(1+T)=          1994.862  - (1000 * 0.02)
                                      =                    1974.862
                                      T =                  0.974862
                                      R =                  0.974862





Investors

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         7.822206    127.8412
              FEE            12/31/99            0               10           0

     RESULTING VALUE         12/31/99                            10    127.8412    1278.412

                                        1

  FORMULA:                            1000*(1+T)=          1278.412  - (1000 * 0.02)
                                      =                    1258.412
                                      T =                  0.258412
                                      R =                  0.258412



Money Market

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000          9.77844    102.2658
              FEE            12/31/99            0               10           0

     RESULTING VALUE         12/31/99                            10    102.2658    1022.658

                                        1

  FORMULA:                            1000*(1+T)=          1022.658  - (1000 * 0.02)
                                      =                    1002.658
                                      T =                  0.002658
                                      R =                  0.002658


New Opportunities

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         6.012689    166.3149
              FEE            12/31/99            0               10           0

     RESULTING VALUE         12/31/99                            10    166.3149    1663.149

                                        1

  FORMULA:                            1000*(1+T)=          1663.149  - (1000 * 0.02)
                                      =                    1643.149
                                      T =                  0.643149
                                      R =                  0.643149



New Value

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         10.14145    98.60526
              FEE            12/31/99            0               10           0

     RESULTING VALUE         12/31/99                            10    98.60526    986.0526

                                        1

  FORMULA:                            1000*(1+T)=          986.0526  - (1000 * 0.02)
                                      =                    966.0526
                                      T =                  -0.03395
                                      R =                  -0.03395


OTC & Emerging Growth

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         4.490012    222.7166
              FEE            12/31/99            0               10           0

     RESULTING VALUE         12/31/99                            10    222.7166    2227.166

                                        1

  FORMULA:                            1000*(1+T)=          2227.166  - (1000 * 0.02)
                                      =                    2207.166
                                      T =                  1.207166
                                      R =                  1.207166


Research

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         7.962602    125.5871
              FEE            12/31/99            0               10           0

     RESULTING VALUE         12/31/99                            10    125.5871    1255.871

                                        1

  FORMULA:                            1000*(1+T)=          1255.871  - (1000 * 0.02)
                                      =                    1235.871
                                      T =                  0.235871
                                      R =                  0.235871


Small Cap Value

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000       #VALUE!      #VALUE!
              FEE            12/31/99            0               10           0

     RESULTING VALUE         12/31/99                            10   #VALUE!     #VALUE!

                                        1

  FORMULA:                            1000*(1+T)=        #VALUE!     - (1000 * 0.02)
                                      =                  #VALUE!
                                      T =              N/A
                                      R =              N/A


Utilities Growth & Income

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         10.24796    97.58036
              FEE            12/31/99            0               10           0

     RESULTING VALUE         12/31/99                            10    97.58036    975.8036

                                        1

  FORMULA:                            1000*(1+T)=          975.8036  - (1000 * 0.02)
                                      =                    955.8036
                                      T =                   -0.0442
                                      R =                   -0.0442




Vista

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         6.663264    150.0766
              FEE            12/31/99            0               10           0

     RESULTING VALUE         12/31/99                            10    150.0766    1500.766

                                        1

  FORMULA:                            1000*(1+T)=          1500.766  - (1000 * 0.02)
                                      =                    1480.766
                                      T =                  0.480766
                                      R =                  0.480766




Voyager

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         6.434393    155.4148
              FEE            12/31/99            0               10           0

     RESULTING VALUE         12/31/99                            10    155.4148    1554.148

                                        1

  FORMULA:                            1000*(1+T)=          1554.148  - (1000 * 0.02)
                                      =                    1534.148
                                      T =                  0.534148
                                      R =                  0.534148

</TABLE>

<TABLE>
<CAPTION>

Putnam "L" without RIG

Asia Pacific Growth

     12/30/94

TO                          NO. YEARS            5
     12/31/99

<S>           <C>                     <C>                      <C>         <C>          <C>
              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95            0                5.884266            0
              FEE            12/31/96            0                6.304451            0
              FEE            12/31/97            0                  5.2837            0
              FEE            12/31/98            0                4.909021            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A
Diversified Income

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                7.833661     127.6542
              FEE            12/31/95            0                9.164446            0
              FEE            12/31/96            0                 9.79259            0
              FEE            12/31/97            0                10.32599            0
              FEE            12/31/98            0                9.993382            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10     127.6542    1276.542

                                        5

  FORMULA:                            1000*(1+T)=                 1276.542
                                      =                           1276.542
                                      T =                         0.050043
                                      R =                         0.276542
George Putnam Fund of Boston

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95            0               #VALUE!     #VALUE!
              FEE            12/31/96            0               #VALUE!     #VALUE!
              FEE            12/31/97            0               #VALUE!     #VALUE!
              FEE            12/31/98            0                10.20997            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A
Global Asset Allocation

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                4.988305     200.4689
              FEE            12/31/95            0                 6.10914            0
              FEE            12/31/96            0                6.936533            0
              FEE            12/31/97            0                8.151802            0
              FEE            12/31/98            0                9.097389            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10     200.4689    2004.689

                                        5

  FORMULA:                            1000*(1+T)=                 2004.689
                                      =                           2004.689
                                      T =                         0.149236
                                      R =                         1.004689
Global Growth

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                3.253786     307.3343
              FEE            12/31/95            0                3.696095            0
              FEE            12/31/96            0                4.254112            0
              FEE            12/31/97            0                 4.77642            0
              FEE            12/31/98            0                6.090517            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10     307.3343    3073.343

                                        5

  FORMULA:                            1000*(1+T)=                 3073.343
                                      =                           3073.343
                                      T =                         0.251763
                                      R =                         2.073343
Growth & Income

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                4.509577     221.7503
              FEE            12/31/95            0                6.054455            0
              FEE            12/31/96            0                 7.24886            0
              FEE            12/31/97            0                8.837727            0
              FEE            12/31/98            0                 10.0212            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10     221.7503    2217.503

                                        5

  FORMULA:                            1000*(1+T)=                 2217.503
                                      =                           2217.503
                                      T =                         0.172662
                                      R =                         1.217503
Health Sciences

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95            0               #VALUE!     #VALUE!
              FEE            12/31/96            0               #VALUE!     #VALUE!
              FEE            12/31/97            0               #VALUE!     #VALUE!
              FEE            12/31/98            0                10.58992            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A
High Yield

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                7.184307     139.1923
              FEE            12/31/95            0                 8.34775            0
              FEE            12/31/96            0                9.247729            0
              FEE            12/31/97            0                10.38396            0
              FEE            12/31/98            0                9.609692            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10     139.1923    1391.923

                                        5

  FORMULA:                            1000*(1+T)=                 1391.923
                                      =                           1391.923
                                      T =                         0.068373
                                      R =                         0.391923
Income

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                7.695397     129.9478
              FEE            12/31/95            0                9.102092            0
              FEE            12/31/96            0                9.154404            0
              FEE            12/31/97            0                9.766532            0
              FEE            12/31/98            0                 10.3928            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10     129.9478    1299.478

                                        5

  FORMULA:                            1000*(1+T)=                 1299.478
                                      =                           1299.478
                                      T =                         0.053789
                                      R =                         0.299478
International Growth

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95            0               #VALUE!     #VALUE!
              FEE            12/31/96            0               #VALUE!     #VALUE!
              FEE            12/31/97            0                5.452375            0
              FEE            12/31/98            0                6.353162            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A
International Growth & Income

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95            0               #VALUE!     #VALUE!
              FEE            12/31/96            0               #VALUE!     #VALUE!
              FEE            12/31/97            0                7.476127            0
              FEE            12/31/98            0                8.176648            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A





International New Opportunities

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95            0               #VALUE!     #VALUE!
              FEE            12/31/96            0               #VALUE!     #VALUE!
              FEE            12/31/97            0                4.416088            0
              FEE            12/31/98            0                5.012878            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A





Investors

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95            0               #VALUE!     #VALUE!
              FEE            12/31/96            0               #VALUE!     #VALUE!
              FEE            12/31/97            0               #VALUE!     #VALUE!
              FEE            12/31/98            0                7.822206            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A

Money Market

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                8.564548     116.7604
              FEE            12/31/95            0                8.869972            0
              FEE            12/31/96            0                9.153435            0
              FEE            12/31/97            0                9.458185            0
              FEE            12/31/98            0                 9.77844            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10     116.7604    1167.604

                                        5

  FORMULA:                            1000*(1+T)=                 1167.604
                                      =                           1167.604
                                      T =                         0.031476
                                      R =                         0.167604


New Opportunities

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                2.640805     378.6724
              FEE            12/31/95            0                3.757084            0
              FEE            12/31/96            0                4.064824            0
              FEE            12/31/97            0                4.921339            0
              FEE            12/31/98            0                6.012689            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10     378.6724    3786.724

                                        5

  FORMULA:                            1000*(1+T)=                 3786.724
                                      =                           3786.724
                                      T =                         0.305127
                                      R =                         2.786724


New Value

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95            0               #VALUE!     #VALUE!
              FEE            12/31/96            0               #VALUE!     #VALUE!
              FEE            12/31/97            0                9.718134            0
              FEE            12/31/98            0                10.14145            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A


OTC & Emerging Growth

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95            0               #VALUE!     #VALUE!
              FEE            12/31/96            0               #VALUE!     #VALUE!
              FEE            12/31/97            0               #VALUE!     #VALUE!
              FEE            12/31/98            0                4.490012            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A


Research

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95            0               #VALUE!     #VALUE!
              FEE            12/31/96            0               #VALUE!     #VALUE!
              FEE            12/31/97            0               #VALUE!     #VALUE!
              FEE            12/31/98            0                7.962602            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A


Small Cap Value

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95            0               #VALUE!     #VALUE!
              FEE            12/31/96            0               #VALUE!     #VALUE!
              FEE            12/31/97            0               #VALUE!     #VALUE!
              FEE            12/31/98            0               #VALUE!     #VALUE!
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A


Utilities Growth & Income

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                4.965254     201.3996
              FEE            12/31/95            0                6.391486            0
              FEE            12/31/96            0                7.268243            0
              FEE            12/31/97            0                9.071815            0
              FEE            12/31/98            0                10.24796            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10     201.3996    2013.996

                                        5

  FORMULA:                            1000*(1+T)=                 2013.996
                                      =                           2013.996
                                      T =                         0.150302
                                      R =                         1.013996



Vista

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95            0               #VALUE!     #VALUE!
              FEE            12/31/96            0               #VALUE!     #VALUE!
              FEE            12/31/97            0                5.669309            0
              FEE            12/31/98            0                6.663264            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A





Voyager

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                2.766609     361.4533
              FEE            12/31/95            0                 3.82194            0
              FEE            12/31/96            0                4.240001            0
              FEE            12/31/97            0                5.267867            0
              FEE            12/31/98            0                6.434393            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10     361.4533    3614.533

                                        5

  FORMULA:                            1000*(1+T)=                 3614.533
                                      =                           3614.533
                                      T =                         0.293035
                                      R =                         2.614533

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

Putnam "L" without RIG

Asia Pacific Growth

     05/01/95

TO                          NO. YEARS     4.668036
     12/31/99

<S>           <C>                     <C>                      <C>         <C>          <C>         <C>
              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

              INIT DEPOSIT   05/01/95         1000                5.822136     171.7583
              FEE            05/01/96            0                 6.21889            0                    0.02
              FEE            05/01/97            0                6.144656            0                    0.01
              FEE            05/01/98            0                5.166593            0                       0
                             05/01/99            0                5.749735            0                       0
                             12/31/99            0                      10            0                       0
                          N/A                    0             N/A                    0                       0
                          N/A                    0             N/A                    0                       0
                          N/A                    0             N/A                    0                       0
                          N/A                    0             N/A                    0                       0
                          N/A                    0             N/A                    0                       0
                          N/A                    0             N/A                    0                       0
                          N/A                    0             N/A                    0                       0
                          N/A                    0             N/A                    0                       0
              FEE         N/A                    0             N/A                    0                       0
              FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     171.7583    1717.583

                                    4.668036

  FORMULA:                            1000*(1+T)=                 1717.583
                                      =                           1717.583
                                      T =                         0.122858
                                      R =                         0.717583










Diversified Income

     09/15/93

TO                          NO. YEARS     6.291581
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT   09/15/93         1000                8.185757     122.1634
            1 FEE            09/15/94            0                7.948202            0                    0.02
            2 FEE            09/15/95            0                 8.76222            0                    0.01
            3 FEE            09/15/96            0                9.391335            0                       0
            4                09/15/97            0                10.15158            0                       0
            5                09/15/98            0                  9.8408            0                       0
            6                09/15/99            0                9.805504            0                       0
            7                12/31/99            0                      10            0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     122.1634    1221.634

                                    6.291581

  FORMULA:                            1000*(1+T)=                 1221.634
                                      =                           1221.634
                                      T =                          0.03233
                                      R =                         0.221634










George Putnam Fund of Boston

     04/30/98

TO                          NO. YEARS     1.670089
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT   04/30/98         1000                 9.95769     100.4249
            1 FEE            04/30/99            0                10.78338            0                    0.02
            2 FEE            12/31/99            0                      10            0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     100.4249    1004.249

                                    1.670089

  FORMULA:                            1000*(1+T)=                 1004.249
                                      =                            994.249
                                      T =                         -0.00345
                                      R =                         -0.00575




Global Asset Allocation

     12/31/89

TO                          NO. YEARS           10
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/89         1000                 3.76267     265.7687
              FEE            12/31/90            0                3.701615            0
              FEE            12/31/91            0                4.326351            0
              FEE            12/31/92            0                4.515746            0
              FEE            12/31/93            0                5.209692            0
              FEE            12/31/94            0                4.988305            0
              FEE            12/31/95            0                 6.10914            0
              FEE            12/31/96            0                6.936533            0
              FEE            12/31/97            0                8.151802            0
              FEE            12/31/98            0                9.097389            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10     265.7687    2657.687

                                       10

  FORMULA:                            1000*(1+T)=                 2657.687  - (0.85 * 1000 * 0)
                                      =                           2657.687
                                      T =                         0.102682
                                      R =                         1.657687






Global Growth

     05/01/90

TO                          NO. YEARS     9.667351
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT   05/01/90         1000                2.528845     395.4374
            1 FEE            05/01/91            0                2.538962            0                    0.02
            2 FEE            05/01/92            0                2.634264            0                    0.01
            3 FEE            05/01/93            0                2.814637            0                       0
            4                05/01/94            0                3.318071            0                       0
            5                05/01/95            0                3.260566            0                       0
            6                05/01/96            0                3.953842            0                       0
            7                05/01/97            0                4.428705            0                       0
            8                05/01/98            0                5.611953            0                       0
            9                05/01/99            0                6.309867            0                       0
           10                12/31/99            0                      10            0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     395.4374    3954.374

                                    9.667351

  FORMULA:                            1000*(1+T)=                 3954.374
                                      =                           3954.374
                                      T =                         0.152822
                                      R =                         2.954374










Growth & Income

     12/31/89

TO                          NO. YEARS           10
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/89         1000                3.232362     309.3713
              FEE            12/31/90            0                 3.23653            0
              FEE            12/31/91            0                3.783734            0
              FEE            12/31/92            0                4.078131            0
              FEE            12/31/93            0                4.576157            0
              FEE            12/31/94            0                4.509577            0
              FEE            12/31/95            0                6.054455            0
              FEE            12/31/96            0                 7.24886            0
              FEE            12/31/97            0                8.837727            0
              FEE            12/31/98            0                 10.0212            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10     309.3713    3093.713

                                       10

  FORMULA:                            1000*(1+T)=                 3093.713  - (0.85 * 1000 * 0)
                                      =                           3093.713
                                      T =                         0.119562
                                      R =                         2.093713







Health Sciences

     04/30/98

TO                          NO. YEARS     1.670089
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT   04/30/98         1000                9.789038     102.1551
            1 FEE            04/30/99            0                 9.46249            0                    0.02
            2 FEE            12/31/99            0                      10            0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     102.1551    1021.551

                                    1.670089

  FORMULA:                            1000*(1+T)=                 1021.551
                                      =                           1011.551
                                      T =                           0.0069
                                      R =                         0.011551



High Yield

     12/31/89

TO                          NO. YEARS           10
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/89         1000                4.280869     233.5974
              FEE            12/31/90            0                3.784513            0
              FEE            12/31/91            0                5.382771            0
              FEE            12/31/92            0                6.289369            0
              FEE            12/31/93            0                7.384956            0
              FEE            12/31/94            0                7.184307            0
              FEE            12/31/95            0                 8.34775            0
              FEE            12/31/96            0                9.247729            0
              FEE            12/31/97            0                10.38396            0
              FEE            12/31/98            0                9.609692            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10     233.5974    2335.974

                                       10

  FORMULA:                            1000*(1+T)=                 2335.974  - (0.85 * 1000 * 0)
                                      =                           2335.974
                                      T =                         0.088546
                                      R =                         1.335974





Income

     12/31/89

TO                          NO. YEARS           10
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/89         1000                5.776642      173.111
              FEE            12/31/90            0                6.098838            0
              FEE            12/31/91            0                 7.02424            0
              FEE            12/31/92            0                 7.41477            0
              FEE            12/31/93            0                8.102765            0
              FEE            12/31/94            0                7.695397            0
              FEE            12/31/95            0                9.102092            0
              FEE            12/31/96            0                9.154404            0
              FEE            12/31/97            0                9.766532            0
              FEE            12/31/98            0                 10.3928            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10      173.111     1731.11

                                       10

  FORMULA:                            1000*(1+T)=                  1731.11  - (0.85 * 1000 * 0)
                                      =                            1731.11
                                      T =                          0.05641
                                      R =                          0.73111






International Growth

     01/02/97

TO                          NO. YEARS     2.992471
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT   01/02/97         1000                4.780694     209.1747
            1 FEE            01/02/98            0                5.480454            0                    0.02
            2 FEE            01/02/99            0                6.353162            0                    0.01
            3 FEE            12/31/99            0                      10            0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     209.1747    2091.747

                                    2.992471

  FORMULA:                            1000*(1+T)=                 2091.747
                                      =                           2091.747
                                      T =                         0.279691
                                      R =                         1.091747










International Growth & Income

     01/02/97

TO                          NO. YEARS     2.992471
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT   01/02/97         1000                6.373516     156.8993
            1 FEE            01/02/98            0                7.507804            0                    0.02
            2 FEE            01/02/99            0                8.176648            0                    0.01
            3 FEE            12/31/99            0                      10            0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     156.8993    1568.993

                                    2.992471

  FORMULA:                            1000*(1+T)=                 1568.993
                                      =                           1568.993
                                      T =                         0.162441
                                      R =                         0.568993





International New Opportunities

     01/02/97

TO                          NO. YEARS     2.992471
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT   01/02/97         1000                4.501127     222.1666
            1 FEE            01/02/98            0                4.433384            0                    0.02
            2 FEE            01/02/99            0                5.012878            0                    0.01
            3 FEE            12/31/99            0                      10            0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     222.1666    2221.666

                                    2.992471

  FORMULA:                            1000*(1+T)=                 2221.666
                                      =                           2221.666
                                      T =                         0.305721
                                      R =                         1.221666





Investors

     04/30/98

TO                          NO. YEARS     1.670089
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT   04/30/98         1000                6.787468     147.3303
            1 FEE            04/30/99            0                 8.24078            0                    0.02
            2 FEE            12/31/99            0                      10            0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     147.3303    1473.303

                                    1.670089

  FORMULA:                            1000*(1+T)=                 1473.303
                                      =                           1463.303
                                      T =                         0.256022
                                      R =                         0.463303


Money Market

     12/31/89

TO                          NO. YEARS           10
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/89         1000                7.418123      134.805
              FEE            12/31/90            0                7.865913            0
              FEE            12/31/91            0                 8.18165            0
              FEE            12/31/92            0                8.321512            0
              FEE            12/31/93            0                8.399995            0
              FEE            12/31/94            0                8.564548            0
              FEE            12/31/95            0                8.869972            0
              FEE            12/31/96            0                9.153435            0
              FEE            12/31/97            0                9.458185            0
              FEE            12/31/98            0                 9.77844            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10      134.805     1348.05

                                       10

  FORMULA:                            1000*(1+T)=                  1348.05  - (0.85 * 1000 * 0)
                                      =                            1348.05
                                      T =                         0.030316
                                      R =                          0.34805


New Opportunities

     05/02/94

TO                          NO. YEARS     5.664613
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT   05/02/94         1000                2.470309     404.8077
            1 FEE            05/02/95            0                2.824631            0                    0.02
            2 FEE            05/02/96            0                4.298116            0                    0.01
            3 FEE            05/02/97            0                3.974521            0                       0
            4                05/02/98            0                5.696983            0                       0
            5                05/02/99            0                6.389733            0                       0
            6                12/31/99            0                      10            0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     404.8077    4048.077

                                    5.664613

  FORMULA:                            1000*(1+T)=                 4048.077
                                      =                           4048.077
                                      T =                         0.279972
                                      R =                         3.048077


New Value

     01/02/97

TO                          NO. YEARS     2.992471
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT   01/02/97         1000                8.414057     118.8487
            1 FEE            01/02/98            0                9.750223            0                    0.02
            2 FEE            01/02/99            0                10.14145            0                    0.01
            3 FEE            12/31/99            0                      10            0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     118.8487    1188.487

                                    2.992471

  FORMULA:                            1000*(1+T)=                 1188.487
                                      =                           1188.487
                                      T =                         0.059403
                                      R =                         0.188487


OTC & Emerging Growth

     04/30/98

TO                          NO. YEARS     1.670089
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT   04/30/98         1000                4.503377     222.0556
            1 FEE            04/30/99            0                5.054763            0                    0.02
            2 FEE            12/31/99            0                      10            0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     222.0556    2220.556

                                    1.670089

  FORMULA:                            1000*(1+T)=                 2220.556
                                      =                           2210.556
                                      T =                         0.607968
                                      R =                         1.210556


Research

     09/29/98

TO                          NO. YEARS     1.253936
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT   09/29/98         1000                6.709075     149.0518
            1 FEE            09/29/99            0                8.239571            0                    0.02
            2 FEE            12/31/99            0                      10            0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     149.0518    1490.518

                                    1.253936

  FORMULA:                            1000*(1+T)=                 1490.518
                                      =                           1480.518
                                      T =                         0.367424
                                      R =                         0.480518


Small Cap Value

     04/30/99

TO                          NO. YEARS     0.670773
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT   04/30/99         1000                9.732664     102.7468
            1 FEE            12/31/99            0                      10            0                    0.02
            2 FEE         N/A                    0             N/A                    0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     102.7468    1027.468

                                    0.670773

  FORMULA:                            1000*(1+T)=                 1027.468
                                      =                           1007.468
                                      T =                         0.011154
                                      R =                         0.007468


Utilities Growth & Income

     05/01/92

TO                          NO. YEARS     7.665982
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT   05/01/92         1000                 4.61286     216.7852
            1 FEE            05/01/93            0                5.210646            0                    0.02
            2 FEE            05/01/94            0                5.129627            0                    0.01
            3 FEE            05/01/95            0                5.339181            0                       0
            4                05/01/96            0                6.481804            0                       0
            5                05/01/97            0                7.248349            0                       0
            6                05/01/98            0                9.399769            0                       0
            7                05/01/99            0                10.04017            0                       0
            8                12/31/99            0                      10            0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     216.7852    2167.852

                                    7.665982

  FORMULA:                            1000*(1+T)=                 2167.852
                                      =                           2167.852
                                      T =                         0.106201
                                      R =                         1.167852






Vista

     01/02/97

TO                          NO. YEARS     2.992471
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT   01/02/97         1000                 4.68505     213.4449
            1 FEE            01/02/98            0                5.631932            0                    0.02
            2 FEE            01/02/99            0                6.663264            0                    0.01
            3 FEE            12/31/99            0                      10            0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     213.4449    2134.449

                                    2.992471

  FORMULA:                            1000*(1+T)=                 2134.449
                                      =                           2134.449
                                      T =                         0.288363
                                      R =                         1.134449





Voyager

     12/31/89

TO                          NO. YEARS           10
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/89         1000                1.599055     625.3694
              FEE            12/31/90            0                1.538441            0
              FEE            12/31/91            0                2.207136            0
              FEE            12/31/92            0                   2.392            0
              FEE            12/31/93            0                2.788292            0
              FEE            12/31/94            0                2.766609            0
              FEE            12/31/95            0                 3.82194            0
              FEE            12/31/96            0                4.240001            0
              FEE            12/31/97            0                5.267867            0
              FEE            12/31/98            0                6.434393            0
              FEE            12/31/99            0                      10            0

     RESULTING VALUE         12/31/99                                   10     625.3694    6253.694

                                       10

  FORMULA:                            1000*(1+T)=                 6253.694  - (0.85 * 1000 * 0)
                                      =                           6253.694
                                      T =                         0.201195
                                      R =                         5.253694

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

Putnam "L" Base with RIG 2

Asia Pacific Growth

     12/31/98               NO. YEARS            1
TO
     12/31/99

<S>           <C>                     <C>              <C>          <C>         <C>
              TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT      36160         1000         4.909021    203.7066
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    203.3886    2033.886

                                        1

  FORMULA:                            1000*(1+T)=          2033.886  - (1000 * 0.02)
                                      =                    2013.886
                                      T =                  1.013886
                                      R =                  1.013886





Diversified Income

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         9.993382    100.0662
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    99.74822    997.4822

                                        1

  FORMULA:                            1000*(1+T)=          997.4822  - (1000 * 0.02)
                                      =                    977.4822
                                      T =                  -0.02252
                                      R =                  -0.02252





George Putnam Fund of Boston

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         10.20997    97.94351
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    97.62551    976.2551

                                        1

  FORMULA:                            1000*(1+T)=          976.2551  - (1000 * 0.02)
                                      =                    956.2551
                                      T =                  -0.04374
                                      R =                  -0.04374





Global Asset Allocation

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         9.097389    109.9216
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    109.6036    1096.036

                                        1

  FORMULA:                            1000*(1+T)=          1096.036  - (1000 * 0.02)
                                      =                    1076.036
                                      T =                  0.076036
                                      R =                  0.076036





Global Growth

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         6.090517    164.1897
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    163.8717    1638.717

                                        1

  FORMULA:                            1000*(1+T)=          1638.717  - (1000 * 0.02)
                                      =                    1618.717
                                      T =                  0.618717
                                      R =                  0.618717





Growth & Income

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000          10.0212    99.78843
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    99.47043    994.7043

                                        1

  FORMULA:                            1000*(1+T)=          994.7043  - (1000 * 0.02)
                                      =                    974.7043
                                      T =                   -0.0253
                                      R =                   -0.0253





Health Sciences

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         10.58992    94.42941
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    94.11141    941.1141

                                        1

  FORMULA:                            1000*(1+T)=          941.1141  - (1000 * 0.02)
                                      =                    921.1141
                                      T =                  -0.07889
                                      R =                  -0.07889





High Yield

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         9.609692    104.0616
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    103.7436    1037.436

                                        1

  FORMULA:                            1000*(1+T)=          1037.436  - (1000 * 0.02)
                                      =                    1017.436
                                      T =                  0.017436
                                      R =                  0.017436





Income

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000          10.3928     96.2205
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10     95.9025     959.025

                                        1

  FORMULA:                            1000*(1+T)=           959.025  - (1000 * 0.02)
                                      =                     939.025
                                      T =                  -0.06098
                                      R =                  -0.06098





International Growth

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         6.353162    157.4019
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    157.0839    1570.839

                                        1

  FORMULA:                            1000*(1+T)=          1570.839  - (1000 * 0.02)
                                      =                    1550.839
                                      T =                  0.550839
                                      R =                  0.550839





International Growth & Income

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         8.176648    122.2995
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    121.9815    1219.815

                                        1

  FORMULA:                            1000*(1+T)=          1219.815  - (1000 * 0.02)
                                      =                    1199.815
                                      T =                  0.199815
                                      R =                  0.199815





International New Opportunities
     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         5.012878    199.4862
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    199.1682    1991.682

                                        1

  FORMULA:                            1000*(1+T)=          1991.682  - (1000 * 0.02)
                                      =                    1971.682
                                      T =                  0.971682
                                      R =                  0.971682





Investors

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         7.822206    127.8412
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    127.5232    1275.232

                                        1

  FORMULA:                            1000*(1+T)=          1275.232  - (1000 * 0.02)
                                      =                    1255.232
                                      T =                  0.255232
                                      R =                  0.255232



Money Market

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000          9.77844    102.2658
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    101.9478    1019.478

                                        1

  FORMULA:                            1000*(1+T)=          1019.478  - (1000 * 0.02)
                                      =                     999.478
                                      T =                  -0.00052
                                      R =                  -0.00052


New Opportunities

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         6.012689    166.3149
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    165.9969    1659.969

                                        1

  FORMULA:                            1000*(1+T)=          1659.969  - (1000 * 0.02)
                                      =                    1639.969
                                      T =                  0.639969
                                      R =                  0.639969



New Value

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         10.14145    98.60526
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    98.28726    982.8726

                                        1

  FORMULA:                            1000*(1+T)=          982.8726  - (1000 * 0.02)
                                      =                    962.8726
                                      T =                  -0.03713
                                      R =                  -0.03713


OTC & Emerging Growth

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         4.490012    222.7166
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    222.3986    2223.986

                                        1

  FORMULA:                            1000*(1+T)=          2223.986  - (1000 * 0.02)
                                      =                    2203.986
                                      T =                  1.203986
                                      R =                  1.203986


Research

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         7.962602    125.5871
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    125.2691    1252.691

                                        1

  FORMULA:                            1000*(1+T)=          1252.691  - (1000 * 0.02)
                                      =                    1232.691
                                      T =                  0.232691
                                      R =                  0.232691


Small Cap Value

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000       #VALUE!      #VALUE!
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10   #VALUE!     #VALUE!

                                        1

  FORMULA:                            1000*(1+T)=        #VALUE!     - (1000 * 0.02)
                                      =                  #VALUE!
                                      T =              N/A
                                      R =              N/A


Utilities Growth & Income

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         10.24796    97.58036
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    97.26236    972.6236

                                        1

  FORMULA:                            1000*(1+T)=          972.6236  - (1000 * 0.02)
                                      =                    952.6236
                                      T =                  -0.04738
                                      R =                  -0.04738




Vista

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         6.663264    150.0766
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    149.7586    1497.586

                                        1

  FORMULA:                            1000*(1+T)=          1497.586  - (1000 * 0.02)
                                      =                    1477.586
                                      T =                  0.477586
                                      R =                  0.477586




Voyager

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         6.434393    155.4148
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    155.0968    1550.968

                                        1

  FORMULA:                            1000*(1+T)=          1550.968  - (1000 * 0.02)
                                      =                    1530.968
                                      T =                  0.530968
                                      R =                  0.530968

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

Putnam "L" Base with RIG 2

Asia Pacific Growth

     12/30/94

TO                          NO. YEARS            5
     12/31/99

<S>           <C>                     <C>                      <C>         <C>          <C>
              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT      34699         1000               #VALUE!     #VALUE!
              FEE               35064         3.18                5.884266     0.540424
              FEE               35430       3.3708                6.304451      0.53467
              FEE               35795     3.573048                  5.2837      0.67624
              FEE            12/31/98     3.787431                4.909021     0.771525
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!    - (1000 * 0.0)
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A
Diversified Income

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                7.833661     127.6542
              FEE            12/31/95         3.18                9.164446     0.346993
              FEE            12/31/96       3.3708                 9.79259     0.344219
              FEE            12/31/97     3.573048                10.32599     0.346025
              FEE            12/31/98     3.787431                9.993382     0.378994
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10     125.8365    1258.365

                                        5

  FORMULA:                            1000*(1+T)=                 1258.365  - (1000 * 0.0)
                                      =                           1258.365
                                      T =                         0.047035
                                      R =                         0.258365
George Putnam Fund of Boston

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95         3.18               #VALUE!     #VALUE!
              FEE            12/31/96       3.3708               #VALUE!     #VALUE!
              FEE            12/31/97     3.573048               #VALUE!     #VALUE!
              FEE            12/31/98     3.787431                10.20997     0.370954
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!    - (1000 * 0.0)
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A
Global Asset Allocation

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                4.988305     200.4689
              FEE            12/31/95         3.18                 6.10914     0.520532
              FEE            12/31/96       3.3708                6.936533     0.485949
              FEE            12/31/97     3.573048                8.151802     0.438314
              FEE            12/31/98     3.787431                9.097389     0.416321
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10     198.2063    1982.063

                                        5

  FORMULA:                            1000*(1+T)=                 1982.063  - (1000 * 0.0)
                                      =                           1982.063
                                      T =                         0.146631
                                      R =                         0.982063
Global Growth

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                3.253786     307.3343
              FEE            12/31/95         3.18                3.696095     0.860367
              FEE            12/31/96       3.3708                4.254112     0.792363
              FEE            12/31/97     3.573048                 4.77642      0.74806
              FEE            12/31/98     3.787431                6.090517     0.621857
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10     303.9102    3039.102

                                        5

  FORMULA:                            1000*(1+T)=                 3039.102  - (1000 * 0.0)
                                      =                           3039.102
                                      T =                         0.248961
                                      R =                         2.039102
Growth & Income

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                4.509577     221.7503
              FEE            12/31/95         3.18                6.054455     0.525233
              FEE            12/31/96       3.3708                 7.24886     0.465011
              FEE            12/31/97     3.573048                8.837727     0.404295
              FEE            12/31/98     3.787431                 10.0212     0.377942
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10     219.5763    2195.763

                                        5

  FORMULA:                            1000*(1+T)=                 2195.763  - (1000 * 0.0)
                                      =                           2195.763
                                      T =                         0.170354
                                      R =                         1.195763
Health Sciences

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95         3.18               #VALUE!     #VALUE!
              FEE            12/31/96       3.3708               #VALUE!     #VALUE!
              FEE            12/31/97     3.573048               #VALUE!     #VALUE!
              FEE            12/31/98     3.787431                10.58992     0.357645
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!    - (1000 * 0.0)
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A
High Yield

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                7.184307     139.1923
              FEE            12/31/95         3.18                 8.34775     0.380941
              FEE            12/31/96       3.3708                9.247729       0.3645
              FEE            12/31/97     3.573048                10.38396     0.344093
              FEE            12/31/98     3.787431                9.609692     0.394126
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10     137.3071    1373.071

                                        5

  FORMULA:                            1000*(1+T)=                 1373.071  - (1000 * 0.0)
                                      =                           1373.071
                                      T =                         0.065464
                                      R =                         0.373071
Income

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                7.695397     129.9478
              FEE            12/31/95         3.18                9.102092      0.34937
              FEE            12/31/96       3.3708                9.154404     0.368216
              FEE            12/31/97     3.573048                9.766532     0.365846
              FEE            12/31/98     3.787431                 10.3928     0.364428
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10     128.0985    1280.985

                                        5

  FORMULA:                            1000*(1+T)=                 1280.985  - (1000 * 0.0)
                                      =                           1280.985
                                      T =                         0.050773
                                      R =                         0.280985
International Growth

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95         3.18               #VALUE!     #VALUE!
              FEE            12/31/96       3.3708               #VALUE!     #VALUE!
              FEE            12/31/97     3.573048                5.452375      0.65532
              FEE            12/31/98     3.787431                6.353162     0.596149
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!    - (1000 * 0.0)
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A
International Growth & Income

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95         3.18               #VALUE!     #VALUE!
              FEE            12/31/96       3.3708               #VALUE!     #VALUE!
              FEE            12/31/97     3.573048                7.476127     0.477928
              FEE            12/31/98     3.787431                8.176648     0.463201
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!    - (1000 * 0.0)
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A





International New Opportunities

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95         3.18               #VALUE!     #VALUE!
              FEE            12/31/96       3.3708               #VALUE!     #VALUE!
              FEE            12/31/97     3.573048                4.416088     0.809098
              FEE            12/31/98     3.787431                5.012878      0.75554
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!    - (1000 * 0.0)
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A





Investors

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95         3.18               #VALUE!     #VALUE!
              FEE            12/31/96       3.3708               #VALUE!     #VALUE!
              FEE            12/31/97     3.573048               #VALUE!     #VALUE!
              FEE            12/31/98     3.787431                7.822206      0.48419
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!    - (1000 * 0.0)
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A

Money Market

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                8.564548     116.7604
              FEE            12/31/95         3.18                8.869972     0.358513
              FEE            12/31/96       3.3708                9.153435     0.368255
              FEE            12/31/97     3.573048                9.458185     0.377773
              FEE            12/31/98     3.787431                 9.77844     0.387325
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10     114.8671    1148.671

                                        5

  FORMULA:                            1000*(1+T)=                 1148.671  - (1000 * 0.0)
                                      =                           1148.671
                                      T =                         0.028109
                                      R =                         0.148671


New Opportunities

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                2.640805     378.6724
              FEE            12/31/95         3.18                3.757084     0.846401
              FEE            12/31/96       3.3708                4.064824     0.829261
              FEE            12/31/97     3.573048                4.921339     0.726032
              FEE            12/31/98     3.787431                6.012689     0.629906
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10     375.2393    3752.393

                                        5

  FORMULA:                            1000*(1+T)=                 3752.393  - (1000 * 0.0)
                                      =                           3752.393
                                      T =                         0.302752
                                      R =                         2.752393


New Value

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95         3.18               #VALUE!     #VALUE!
              FEE            12/31/96       3.3708               #VALUE!     #VALUE!
              FEE            12/31/97     3.573048                9.718134     0.367668
              FEE            12/31/98     3.787431                10.14145     0.373461
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!    - (1000 * 0.0)
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A


OTC & Emerging Growth

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95         3.18               #VALUE!     #VALUE!
              FEE            12/31/96       3.3708               #VALUE!     #VALUE!
              FEE            12/31/97     3.573048               #VALUE!     #VALUE!
              FEE            12/31/98     3.787431                4.490012     0.843524
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!    - (1000 * 0.0)
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A


Research

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95         3.18               #VALUE!     #VALUE!
              FEE            12/31/96       3.3708               #VALUE!     #VALUE!
              FEE            12/31/97     3.573048               #VALUE!     #VALUE!
              FEE            12/31/98     3.787431                7.962602     0.475652
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!    - (1000 * 0.0)
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A


Small Cap Value

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95         3.18               #VALUE!     #VALUE!
              FEE            12/31/96       3.3708               #VALUE!     #VALUE!
              FEE            12/31/97     3.573048               #VALUE!     #VALUE!
              FEE            12/31/98     3.787431               #VALUE!     #VALUE!
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!    - (1000 * 0.0)
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A


Utilities Growth & Income

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                4.965254     201.3996
              FEE            12/31/95         3.18                6.391486     0.497537
              FEE            12/31/96       3.3708                7.268243     0.463771
              FEE            12/31/97     3.573048                9.071815     0.393863
              FEE            12/31/98     3.787431                10.24796     0.369579
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10     199.2733    1992.733

                                        5

  FORMULA:                            1000*(1+T)=                 1992.733  - (1000 * 0.0)
                                      =                           1992.733
                                      T =                         0.147862
                                      R =                         0.992733



Vista

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95         3.18               #VALUE!     #VALUE!
              FEE            12/31/96       3.3708               #VALUE!     #VALUE!
              FEE            12/31/97     3.573048                5.669309     0.630244
              FEE            12/31/98     3.787431                6.663264     0.568405
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!    - (1000 * 0.0)
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A





Voyager

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                2.766609     361.4533
              FEE            12/31/95         3.18                 3.82194     0.832038
              FEE            12/31/96       3.3708                4.240001        0.795
              FEE            12/31/97     3.573048                5.267867     0.678272
              FEE            12/31/98     3.787431                6.434393     0.588623
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10     358.1579    3581.579

                                        5

  FORMULA:                            1000*(1+T)=                 3581.579  - (1000 * 0.0)
                                      =                           3581.579
                                      T =                         0.290669
                                      R =                         2.581579
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Putnam "L" Base with RIG 2

Asia Pacific Growth

     05/01/95

TO                          NO. YEARS     4.668036
     12/31/99

<S>           <C>                        <C>                  <C>          <C>          <C>         <C>
              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT   05/01/95         1000                5.822136     171.7583
            1 FEE            05/01/96         3.18                 6.21889     0.511345                    0.02
            2 FEE            05/01/97       3.3708                6.144656     0.548574                    0.01
            3 FEE            05/01/98     3.573048                5.166593     0.691568                       0
            4                05/01/99     3.787431                5.749735     0.658714                       0
            5                12/31/99     4.014677                      10     0.401468                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

      RESULTING VALUE        12/31/99                                   10     168.9466    1689.466

                                    4.668036

  FORMULA:                            1000*(1+T)=                 1689.466
                                      =                           1689.466
                                      T =                         0.118895
                                      R =                         0.689466










Diversified Income

     09/15/93

TO                          NO. YEARS     6.291581
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT   09/15/93         1000                8.185757     122.1634
            1 FEE            09/15/94         3.18                7.948202      0.40009                    0.02
            2 FEE            09/15/95       3.3708                 8.76222     0.384697                    0.01
            3 FEE            09/15/96     3.573048                9.391335     0.380462                       0
            4                09/15/97     3.787431                10.15158     0.373088                       0
            5                09/15/98     4.014677                  9.8408     0.407962                       0
            6                09/15/99     4.255557                9.805504     0.433997                       0
            7                12/31/99     4.510891                      10     0.451089                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10      119.332     1193.32

                                    6.291581

  FORMULA:                            1000*(1+T)=                  1193.32
                                      =                            1193.32
                                      T =                          0.02849
                                      R =                          0.19332










George Putnam Fund of Boston

     04/30/98

TO                          NO. YEARS     1.670089
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT   04/30/98         1000                 9.95769     100.4249
            1 FEE            04/30/99         3.18                10.78338     0.294898                    0.02
            2 FEE            12/31/99       3.3708                      10      0.33708                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     99.79292    997.9292

                                    1.670089

  FORMULA:                            1000*(1+T)=                 997.9292
                                      =                           987.9292
                                      T =                         -0.00725
                                      R =                         -0.01207










Global Asset Allocation

     12/31/89

TO                          NO. YEARS           10
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/89         1000                 3.76267     265.7687
              FEE            12/31/90         3.18                3.701615     0.859084
              FEE            12/31/91       3.3708                4.326351     0.779132
              FEE            12/31/92     3.573048                4.515746     0.791242
              FEE            12/31/93     3.787431                5.209692     0.726997
              FEE            12/31/94     4.014677                4.988305     0.804818
              FEE            12/31/95     4.255557                 6.10914     0.696589
              FEE            12/31/96     4.510891                6.936533     0.650309
              FEE            12/31/97     4.781544                8.151802     0.586563
              FEE            12/31/98     5.068437                9.097389     0.557131
              FEE            12/31/99     5.372543                      10     0.537254

     RESULTING VALUE         12/31/99                                   10     258.7796    2587.796

                                       10

  FORMULA:                            1000*(1+T)=                 2587.796  - (0.85 * 1000 * 0)
                                      =                           2587.796
                                      T =                         0.099748
                                      R =                         1.587796







Global Growth

     05/01/90

TO                          NO. YEARS     9.667351
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT   05/01/90         1000                2.528845     395.4374
            1 FEE            05/01/91         3.18                2.538962      1.25248                    0.02
            2 FEE            05/01/92       3.3708                2.634264     1.279598                    0.01
            3 FEE            05/01/93     3.573048                2.814637     1.269453                       0
            4                05/01/94     3.787431                3.318071     1.141456                       0
            5                05/01/95     4.014677                3.260566     1.231282                       0
            6                05/01/96     4.255557                3.953842     1.076309                       0
            7                05/01/97     4.510891                4.428705     1.018558                       0
            8                05/01/98     4.781544                5.611953     0.852029                       0
            9                05/01/99     5.068437                6.309867     0.803256                       0
           10                12/31/99     5.372543                      10     0.537254                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     384.9758    3849.758

                                    9.667351

  FORMULA:                            1000*(1+T)=                 3849.758
                                      =                           3849.758
                                      T =                         0.149629
                                      R =                         2.849758










Growth & Income

     12/31/89

TO                          NO. YEARS           10
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/89         1000                3.232362     309.3713
              FEE            12/31/90         3.18                 3.23653     0.982534
              FEE            12/31/91       3.3708                3.783734     0.890866
              FEE            12/31/92     3.573048                4.078131     0.876148
              FEE            12/31/93     3.787431                4.576157     0.827644
              FEE            12/31/94     4.014677                4.509577     0.890256
              FEE            12/31/95     4.255557                6.054455      0.70288
              FEE            12/31/96     4.510891                 7.24886      0.62229
              FEE            12/31/97     4.781544                8.837727     0.541038
              FEE            12/31/98     5.068437                 10.0212     0.505771
              FEE            12/31/99     5.372543                      10     0.537254

      RESULTING VALUE        12/31/99                                   10     301.9946    3019.946

                                       10

  FORMULA:                            1000*(1+T)=                 3019.946  - (0.85 * 1000 * 0)
                                      =                           3019.946
                                      T =                         0.116863
                                      R =                         2.019946









 Health Sciences

     04/30/98

TO                          NO. YEARS     1.670089
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT   04/30/98         1000                9.789038     102.1551
            1 FEE            04/30/99         3.18                 9.46249     0.336064                    0.02
            2 FEE            12/31/99       3.3708                      10      0.33708                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     101.4819    1014.819

                                    1.670089

  FORMULA:                            1000*(1+T)=                 1014.819
                                      =                           1004.819
                                      T =                         0.002883
                                      R =                         0.004819










 High Yield

     12/31/89

TO                          NO. YEARS           10
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/89         1000                4.280869     233.5974
              FEE            12/31/90         3.18                3.784513     0.840267
              FEE            12/31/91       3.3708                5.382771      0.62622
              FEE            12/31/92     3.573048                6.289369     0.568109
              FEE            12/31/93     3.787431                7.384956     0.512858
              FEE            12/31/94     4.014677                7.184307     0.558812
              FEE            12/31/95     4.255557                 8.34775     0.509785
              FEE            12/31/96     4.510891                9.247729     0.487784
              FEE            12/31/97     4.781544                10.38396     0.460474
              FEE            12/31/98     5.068437                9.609692      0.52743
              FEE            12/31/99     5.372543                      10     0.537254

     RESULTING VALUE         12/31/99                                   10     227.9684    2279.684

                                       10

  FORMULA:                            1000*(1+T)=                 2279.684  - (0.85 * 1000 * 0)
                                      =                           2279.684
                                      T =                         0.085894
                                      R =                         1.279684















 Income

     12/31/89

TO                          NO. YEARS           10
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/89         1000                5.776642      173.111
              FEE            12/31/90         3.18                6.098838     0.521411
              FEE            12/31/91       3.3708                 7.02424     0.479881
              FEE            12/31/92     3.573048                 7.41477     0.481883
              FEE            12/31/93     3.787431                8.102765     0.467425
              FEE            12/31/94     4.014677                7.695397     0.521698
              FEE            12/31/95     4.255557                9.102092     0.467536
              FEE            12/31/96     4.510891                9.154404     0.492756
              FEE            12/31/97     4.781544                9.766532     0.489585
              FEE            12/31/98     5.068437                 10.3928     0.487688
              FEE            12/31/99     5.372543                      10     0.537254

      RESULTING VALUE        12/31/99                                   10     168.1638    1681.638

                                       10

   FORMULA:                           1000*(1+T)=                 1681.638  - (0.85 * 1000 * 0)
                                      =                           1681.638
                                      T =                         0.053351
                                      R =                         0.681638






International Growth

     01/02/97

TO                          NO. YEARS     2.992471
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT   01/02/97         1000                4.780694     209.1747
            1 FEE            01/02/98         3.18                5.480454     0.580244                    0.02
            2 FEE            01/02/99       3.3708                6.353162      0.53057                    0.01
            3 FEE            12/31/99     3.573048                      10     0.357305                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

      RESULTING VALUE        12/31/99                                   10     207.7065    2077.065

                                    2.992471

   FORMULA:                           1000*(1+T)=                 2077.065
                                      =                           2077.065
                                      T =                         0.276683
                                      R =                         1.077065










International Growth & Income

     01/02/97

TO                          NO. YEARS     2.992471
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT   01/02/97         1000                6.373516     156.8993
            1 FEE            01/02/98         3.18                7.507804     0.423559                    0.02
            2 FEE            01/02/99       3.3708                8.176648     0.412247                    0.01
            3 FEE            12/31/99     3.573048                      10     0.357305                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

      RESULTING VALUE        12/31/99                                   10     155.7062    1557.062

                                    2.992471

  FORMULA:                            1000*(1+T)=                 1557.062
                                      =                           1557.062
                                      T =                          0.15948
                                      R =                         0.557062





International New Opportunities

     01/02/97

TO                          NO. YEARS     2.992471
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT   01/02/97         1000                4.501127     222.1666
            1 FEE            01/02/98         3.18                4.433384     0.717285                    0.02
            2 FEE            01/02/99       3.3708                5.012878     0.672428                    0.01
            3 FEE            12/31/99     3.573048                      10     0.357305                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     220.4196    2204.196

                                    2.992471

  FORMULA:                            1000*(1+T)=                 2204.196
                                      =                           2204.196
                                      T =                         0.302281
                                      R =                         1.204196





Investors

     04/30/98

TO                          NO. YEARS     1.670089
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT   04/30/98         1000                6.787468     147.3303
            1 FEE            04/30/99         3.18                 8.24078     0.385886                    0.02
            2 FEE            12/31/99       3.3708                      10      0.33708                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     146.6074    1466.074

                                    1.670089

  FORMULA:                            1000*(1+T)=                 1466.074
                                      =                           1456.074
                                      T =                         0.252303
                                      R =                         0.456074


Money Market

     12/31/89

TO                          NO. YEARS           10
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/89         1000                7.418123      134.805
              FEE            12/31/90         3.18                7.865913     0.404276
              FEE            12/31/91       3.3708                 8.18165     0.411995
              FEE            12/31/92     3.573048                8.321512     0.429375
              FEE            12/31/93     3.787431                8.399995     0.450885
              FEE            12/31/94     4.014677                8.564548     0.468755
              FEE            12/31/95     4.255557                8.869972     0.479771
              FEE            12/31/96     4.510891                9.153435     0.492809
              FEE            12/31/97     4.781544                9.458185     0.505546
              FEE            12/31/98     5.068437                 9.77844     0.518328
              FEE            12/31/99     5.372543                      10     0.537254

     RESULTING VALUE         12/31/99                                   10      130.106     1301.06

                                       10

  FORMULA:                            1000*(1+T)=                  1301.06  - (0.85 * 1000 * 0)
                                      =                            1301.06
                                      T =                         0.026667
                                      R =                          0.30106


New Opportunities

     05/02/94

TO                          NO. YEARS     5.664613
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT   05/02/94         1000                2.470309     404.8077
            1 FEE            05/02/95         3.18                2.824631     1.125811                    0.02
            2 FEE            05/02/96       3.3708                4.298116     0.784251                    0.01
            3 FEE            05/02/97     3.573048                3.974521     0.898988                       0
            4                05/02/98     3.787431                5.696983     0.664813                       0
            5                05/02/99     4.014677                6.389733     0.628301                       0
            6                12/31/99     4.255557                      10     0.425556                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     400.2799    4002.799

                                    5.664613

  FORMULA:                            1000*(1+T)=                 4002.799
                                      =                           4002.799
                                      T =                         0.277433
                                      R =                         3.002799


New Value

     01/02/97

TO                          NO. YEARS     2.992471
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT   01/02/97         1000                8.414057     118.8487
            1 FEE            01/02/98         3.18                9.750223     0.326146                    0.02
            2 FEE            01/02/99       3.3708                10.14145     0.332379                    0.01
            3 FEE            12/31/99     3.573048                      10     0.357305                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     117.8329    1178.329

                                    2.992471

  FORMULA:                            1000*(1+T)=                 1178.329
                                      =                           1178.329
                                      T =                         0.056368
                                      R =                         0.178329


OTC & Emerging Growth

     04/30/98

TO                          NO. YEARS     1.670089
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT   04/30/98         1000                4.503377     222.0556
            1 FEE            04/30/99         3.18                5.054763      0.62911                    0.02
            2 FEE            12/31/99       3.3708                      10      0.33708                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     221.0894    2210.894

                                    1.670089

  FORMULA:                            1000*(1+T)=                 2210.894
                                      =                           2200.894
                                      T =                         0.603756
                                      R =                         1.200894


Research

     09/29/98

TO                          NO. YEARS     1.253936
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT   09/29/98         1000                6.709075     149.0518
            1 FEE            09/29/99         3.18                8.239571     0.385942                    0.02
            2 FEE            12/31/99       3.3708                      10      0.33708                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     148.3288    1483.288

                                    1.253936

  FORMULA:                            1000*(1+T)=                 1483.288
                                      =                           1473.288
                                      T =                         0.362096
                                      R =                         0.473288


Small Cap Value

     04/30/99

TO                          NO. YEARS     0.670773
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT   04/30/99         1000                9.732664     102.7468
            1 FEE            12/31/99         3.18                      10        0.318                    0.02
            2 FEE         N/A                    0             N/A                    0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     102.4288    1024.288

                                    0.670773

  FORMULA:                            1000*(1+T)=                 1024.288
                                      =                           1004.288
                                      T =                         0.006399
                                      R =                         0.004288


Utilities Growth & Income

     05/01/92

TO                          NO. YEARS     7.665982
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT   05/01/92         1000                 4.61286     216.7852
            1 FEE            05/01/93         3.18                5.210646     0.610289                    0.02
            2 FEE            05/01/94       3.3708                5.129627     0.657124                    0.01
            3 FEE            05/01/95     3.573048                5.339181     0.669213                       0
            4                05/01/96     3.787431                6.481804     0.584317                       0
            5                05/01/97     4.014677                7.248349     0.553875                       0
            6                05/01/98     4.255557                9.399769      0.45273                       0
            7                05/01/99     4.510891                10.04017     0.449284                       0
            8                12/31/99     4.781544                      10     0.478154                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     212.3303    2123.303

                                    7.665982

  FORMULA:                            1000*(1+T)=                 2123.303
                                      =                           2123.303
                                      T =                         0.103208
                                      R =                         1.123303






Vista

     01/02/97

TO                          NO. YEARS     2.992471
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT   01/02/97         1000                 4.68505     213.4449
            1 FEE            01/02/98         3.18                5.631932     0.564637                    0.02
            2 FEE            01/02/99       3.3708                6.663264     0.505878                    0.01
            3 FEE            12/31/99     3.573048                      10     0.357305                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

      RESULTING VALUE        12/31/99                                   10     212.0171    2120.171

                                    2.992471

  FORMULA:                            1000*(1+T)=                 2120.171
                                      =                           2120.171
                                      T =                         0.285476
                                      R =                         1.120171





Voyager

     12/31/89

TO                          NO. YEARS           10
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/89         1000                1.599055     625.3694
              FEE            12/31/90         3.18                1.538441     2.067028
              FEE            12/31/91       3.3708                2.207136     1.527228
              FEE            12/31/92     3.573048                   2.392     1.493749
              FEE            12/31/93     3.787431                2.788292     1.358334
              FEE            12/31/94     4.014677                2.766609     1.451118
              FEE            12/31/95     4.255557                 3.82194     1.113455
              FEE            12/31/96     4.510891                4.240001     1.063889
              FEE            12/31/97     4.781544                5.267867     0.907681
              FEE            12/31/98     5.068437                6.434393      0.78771
              FEE            12/31/99     5.372543                      10     0.537254

      RESULTING VALUE        12/31/99                                   10     613.0619    6130.619

                                       10

   FORMULA:                           1000*(1+T)=                 6130.619  - (0.85 * 1000 * 0)
                                      =                           6130.619
                                      T =                          0.19881
                                      R =                         5.130619


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

Putnam "L" Enhanced DB w/o RIG

Asia Pacific Growth

     04/30/99

TO                          NO. YEARS     0.670773
     12/31/99

<S>          <C>                      <C>                      <C>                      <C>         <C>
              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT      36280         1000                5.755531     173.7459
            1 FEE               36525            0                      10            0                    0.02
            2 FEE         N/A                    0             N/A                    0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE            36525                                   10     173.7459    1737.459

                                    0.670773

  FORMULA:                            1000*(1+T)=                 1737.459
                                      =                           1717.459
                                      T =                         1.239611
                                      R =                         0.717459










Diversified Income

        36280

TO                          NO. YEARS     0.670773
        36525

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT      36280         1000                10.17408     98.28902
            1 FEE               36525            0                      10            0                    0.02
            2 FEE         N/A                    0             N/A                    0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE            36525                                   10     98.28902    982.8902

                                    0.670773

  FORMULA:                            1000*(1+T)=                 982.8902
                                      =                           962.8902
                                      T =                         -0.05482
                                      R =                         -0.03711










George Putnam Fund of Boston

        36280

TO                          NO. YEARS     0.670773
        36525

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT      36280         1000                10.79446     92.64014
            1 FEE               36525            0                      10            0                    0.02
            2 FEE         N/A                    0             N/A                    0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE            36525                                   10     92.64014    926.4014

                                    0.670773

  FORMULA:                            1000*(1+T)=                 926.4014
                                      =                           906.4014
                                      T =                         -0.13628
                                      R =                          -0.0936










Global Asset Allocation

     04/30/99

TO                          NO. YEARS     0.670773
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT      36280         1000                9.383157     106.5739
            1 FEE               36525            0                      10            0                    0.02
            2 FEE         N/A                    0             N/A                    0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE            36525                                   10     106.5739    1065.739

                                    0.670773

  FORMULA:                            1000*(1+T)=                 1065.739
                                      =                           1045.739
                                      T =                         0.068949
                                      R =                         0.045739










Global Growth

     04/30/99

TO                          NO. YEARS     0.670773
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT      36280         1000                6.310027     158.4779
            1 FEE               36525            0                      10            0                    0.02
            2 FEE         N/A                    0             N/A                    0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE            36525                                   10     158.4779    1584.779

                                    0.670773

  FORMULA:                            1000*(1+T)=                 1584.779
                                      =                           1564.779
                                      T =                         0.949368
                                      R =                         0.564779










Growth & Income

     04/30/99

TO                          NO. YEARS     0.670773
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT      36280         1000                10.94405     91.37384
            1 FEE               36525            0                      10            0                    0.02
            2 FEE         N/A                    0             N/A                    0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE            36525                                   10     91.37384    913.7384

                                    0.670773

  FORMULA:                            1000*(1+T)=                 913.7384
                                      =                           893.7384
                                      T =                         -0.15421
                                      R =                         -0.10626










Health Sciences

     04/30/99

TO                          NO. YEARS     0.670773
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT      36280         1000                9.472175     105.5724
            1 FEE               36525            0                      10            0                    0.02
            2 FEE         N/A                    0             N/A                    0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE            36525                                   10     105.5724    1055.724

                                    0.670773

  FORMULA:                            1000*(1+T)=                 1055.724
                                      =                           1035.724
                                      T =                         0.053722
                                      R =                         0.035724










High Yield

     04/30/99

TO                          NO. YEARS     0.670773
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT      36280         1000                10.10465      98.9643
            1 FEE               36525            0                      10            0                    0.02
            2 FEE         N/A                    0             N/A                    0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE            36525                                   10      98.9643     989.643

                                    0.670773

  FORMULA:                            1000*(1+T)=                  989.643
                                      =                            969.643
                                      T =                         -0.04492
                                      R =                         -0.03036










Income

     04/30/99

TO                          NO. YEARS     0.670773
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT      36280         1000                 10.3335     96.77263
            1 FEE               36525            0                      10            0                    0.02
            2 FEE         N/A                    0             N/A                    0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE            36525                                   10     96.77263    967.7263

                                    0.670773

  FORMULA:                            1000*(1+T)=                 967.7263
                                      =                           947.7263
                                      T =                         -0.07692
                                      R =                         -0.05227










International Growth

     04/30/99

TO                          NO. YEARS     0.670773
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT      36280         1000                6.957057     143.7389
            1 FEE               36525            0                      10            0                    0.02
            2 FEE         N/A                    0             N/A                    0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE            36525                                   10     143.7389    1437.389

                                    0.670773

  FORMULA:                            1000*(1+T)=                 1437.389
                                      =                           1417.389
                                      T =                         0.682064
                                      R =                         0.417389










International Growth & Income

     04/30/99

TO                          NO. YEARS     0.670773
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT      36280         1000                9.151351     109.2735
            1 FEE               36525            0                      10            0                    0.02
            2 FEE         N/A                    0             N/A                    0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE            36525                                   10     109.2735    1092.735

                                    0.670773

  FORMULA:                            1000*(1+T)=                 1092.735
                                      =                           1072.735
                                      T =                         0.110347
                                      R =                         0.072735





International New Opportunities

     04/30/99

TO                          NO. YEARS     0.670773
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT      36280         1000                5.534504     180.6847
            1 FEE               36525            0                      10            0                    0.02
            2 FEE         N/A                    0             N/A                    0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE            36525                                   10     180.6847    1806.847

                                    0.670773

  FORMULA:                            1000*(1+T)=                 1806.847
                                      =                           1786.847
                                      T =                         1.375833
                                      R =                         0.786847





Investors

     04/30/99

TO                          NO. YEARS     0.670773
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT      36280         1000                8.249222     121.2236
            1 FEE               36525            0                      10            0                    0.02
            2 FEE         N/A                    0             N/A                    0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE            36525                                   10     121.2236    1212.236

                                    0.670773

  FORMULA:                            1000*(1+T)=                 1212.236
                                      =                           1192.236
                                      T =                         0.299696
                                      R =                         0.192236


Money Market

     04/30/99

TO                          NO. YEARS     0.670773
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT      36280         1000                9.878432     101.2306
            1 FEE               36525            0                      10            0                    0.02
            2 FEE         N/A                    0             N/A                    0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE            36525                                   10     101.2306    1012.306

                                    0.670773

  FORMULA:                            1000*(1+T)=                 1012.306
                                      =                           992.3064
                                      T =                         -0.01145
                                      R =                         -0.00769


New Opportunities

     04/30/99

TO                          NO. YEARS     0.670773
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT      36280         1000                6.396252     156.3416
            1 FEE               36525            0                      10            0                    0.02
            2 FEE         N/A                    0             N/A                    0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE            36525                                   10     156.3416    1563.416

                                    0.670773

  FORMULA:                            1000*(1+T)=                 1563.416
                                      =                           1543.416
                                      T =                         0.909824
                                      R =                         0.543416


New Value

     04/30/99

TO                          NO. YEARS     0.670773
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT      36280         1000                11.41271     87.62158
            1 FEE               36525            0                      10            0                    0.02
            2 FEE         N/A                    0             N/A                    0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE            36525                                   10     87.62158    876.2158

                                    0.670773

  FORMULA:                            1000*(1+T)=                 876.2158
                                      =                           856.2158
                                      T =                          -0.2066
                                      R =                         -0.14378


OTC & Emerging Growth

     04/30/99

TO                          NO. YEARS     0.670773
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT      36280         1000                5.059945     197.6306
            1 FEE               36525            0                      10            0                    0.02
            2 FEE         N/A                    0             N/A                    0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE            36525                                   10     197.6306    1976.306

                                    0.670773

  FORMULA:                            1000*(1+T)=                 1976.306
                                      =                           1956.306
                                      T =                         1.719435
                                      R =                         0.956306


Research

     04/30/99

TO                          NO. YEARS     0.670773
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT      36280         1000                 8.65484     115.5423
            1 FEE               36525            0                      10            0                    0.02
            2 FEE         N/A                    0             N/A                    0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE            36525                                   10     115.5423    1155.423

                                    0.670773

  FORMULA:                            1000*(1+T)=                 1155.423
                                      =                           1135.423
                                      T =                         0.208453
                                      R =                         0.135423


Small Cap Value

     04/30/99

TO                          NO. YEARS     0.670773
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT      36280         1000                9.742543     102.6426
            1 FEE               36525            0                      10            0                    0.02
            2 FEE         N/A                    0             N/A                    0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE            36525                                   10     102.6426    1026.426

                                    0.670773

  FORMULA:                            1000*(1+T)=                 1026.426
                                      =                           1006.426
                                      T =                         0.009595
                                      R =                         0.006426


Utilities Growth & Income

     04/30/99

TO                          NO. YEARS     0.670773
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT      36280         1000                10.05041     99.49846
            1 FEE               36525            0                      10            0                    0.02
            2 FEE         N/A                    0             N/A                    0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE            36525                                   10     99.49846    994.9846

                                    0.670773

  FORMULA:                            1000*(1+T)=                 994.9846
                                      =                           974.9846
                                      T =                         -0.03706
                                      R =                         -0.02502






Vista

     04/30/99

TO                          NO. YEARS     0.670773
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT      36280         1000                7.124651     140.3578
            1 FEE               36525            0                      10            0                    0.02
            2 FEE         N/A                    0             N/A                    0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE            36525                                   10     140.3578    1403.578

                                    0.670773

  FORMULA:                            1000*(1+T)=                 1403.578
                                      =                           1383.578
                                      T =                         0.622596
                                      R =                         0.383578





Voyager

     04/30/99

TO                          NO. YEARS     0.670773
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT      36280         1000                7.006384      142.727
            1 FEE               36525            0                      10            0                    0.02
            2 FEE         N/A                    0             N/A                    0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE            36525                                   10      142.727     1427.27

                                    0.670773

  FORMULA:                            1000*(1+T)=                  1427.27
                                      =                            1407.27
                                      T =                         0.664192
                                      R =                          0.40727
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

Putnam "L" Enhanced DB w/o RIG

Non-Standardized Calculations
Dates:
Current:                  12/31/99
3 Months Ago:              9/30/99
End of Last Year:         12/31/98
One Yr Ago:               12/31/98
Two Yrs Ago:              12/31/97
Three Yrs Ago:            12/31/96
Five Yrs Ago:             12/31/94
Ten Yrs Ago:              12/31/89
                         Inception        Inception Ten Yr    Five Yr     Three     Two     One Yr    YTD
Fund                        Date             AUV    AUV       AUV         AUV       AUV     AUV       AUV
<S>                        <C>  <C>        <C>      <C>       <C>         <C>       <C>     <C>       <C>
Asia Pacific Growth        4/30/99         5.755531 N/A       N/A         N/A       N/A     N/A       N/A
Diversified Income         4/30/99         10.17408 N/A       N/A         N/A       N/A     N/A       N/A
George Putnam of Boston    4/30/99         10.79446 N/A       N/A         N/A       N/A     N/A       N/A
Global Asset Allocation    4/30/99         9.383157 N/A       N/A         N/A       N/A     N/A       N/A
Global Growth              4/30/99         6.310027 N/A       N/A         N/A       N/A     N/A       N/A
Growth & Income            4/30/99         10.94405 N/A       N/A         N/A       N/A     N/A       N/A
Health Sciences            4/30/99         9.472175 N/A       N/A         N/A       N/A     N/A       N/A
High Yield                 4/30/99         10.10465 N/A       N/A         N/A       N/A     N/A       N/A
Income                     4/30/99          10.3335 N/A       N/A         N/A       N/A     N/A       N/A
International Growth       4/30/99         6.957057 N/A       N/A         N/A       N/A     N/A       N/A
International Growth
& Income                   4/30/99         9.151351 N/A       N/A         N/A       N/A     N/A       N/A
International New
Opportunities              4/30/99         5.534504 N/A       N/A         N/A       N/A     N/A       10
Investors                  4/30/99         8.249222 N/A       N/A         N/A       N/A     N/A       10
Money Market               4/30/99         9.878432 N/A       N/A         N/A       N/A     N/A       10
New Opportunities          4/30/99         6.396252 N/A       N/A         N/A       N/A     N/A       10
New Value                  4/30/99         11.41271 N/A       N/A         N/A       N/A     N/A       10
OTC & Emerging Growth      4/30/99         5.059945 N/A       N/A         N/A       N/A     N/A       10
Research Fund              4/30/99          8.65484 N/A       N/A         N/A       N/A     N/A       10
Small Cap Value            4/30/99         9.742543 N/A       N/A         N/A       N/A     N/A       10
Utilities Growth & Income  4/30/99         10.05041 N/A       N/A         N/A       N/A     N/A       10
Vista                      4/30/99         7.124651 N/A       N/A         N/A       N/A     N/A       10
Voyager                    4/30/99         7.006384 N/A       N/A         N/A       N/A     N/A       10

<PAGE>

                         3 Months   Today's  Inception              Ten Years     Five Years      Three Years    Two Years
Fund                       AUV       AUV      Total       Average Total Average Total  Average  Total  Average Total  Average
Asia Pacific Growth        7.09309    10      0.737459    1.277319 N/A   N/A     N/A    N/A      N/A    N/A     N/A    N/A
Diversified Income         9.82284    10      -0.01711    -0.02538 N/A   N/A     N/A    N/A      N/A    N/A     N/A    N/A
George Putnam of Boston   9.955577    10       -0.0736    -0.10765 N/A   N/A     N/A    N/A      N/A    N/A     N/A    N/A
Global Asset Allocation   9.117068    10      0.065739    0.099498 N/A   N/A     N/A    N/A      N/A    N/A     N/A    N/A
Global Growth             6.791745    10      0.584779    0.985696 N/A   N/A     N/A    N/A      N/A    N/A     N/A    N/A
Growth & Income           9.831857    10      -0.08626    -0.12576 N/A   N/A     N/A    N/A      N/A    N/A     N/A    N/A
Health Sciences           9.199349    10      0.055724    0.084139 N/A   N/A     N/A    N/A      N/A    N/A     N/A    N/A
High Yield                9.683191    10      -0.01036    -0.01539 N/A   N/A     N/A    N/A      N/A    N/A     N/A    N/A
Income                    10.06998    10      -0.03227     -0.0477 N/A   N/A     N/A    N/A      N/A    N/A     N/A    N/A
International Growth      7.420401    10      0.437389    0.716935 N/A   N/A     N/A    N/A      N/A    N/A     N/A    N/A
International Growth
 & Income                 9.405612    10      0.092735    0.141246 N/A   N/A     N/A    N/A      N/A    N/A     N/A    N/A
International New

   Opportunities          6.394958    10      0.806847    1.414128 N/A   N/A     N/A    N/A      N/A    N/A     N/A    N/A
Investors                 8.060505    10      0.212236    0.332072 N/A   N/A     N/A    N/A      N/A    N/A     N/A    N/A
Money Market              9.920953    10      0.012306    0.018389 N/A   N/A     N/A    N/A      N/A    N/A     N/A    N/A
New Opportunities         6.722518    10      0.563416    0.945948 N/A   N/A     N/A    N/A      N/A    N/A     N/A    N/A
New Value                 9.893328    10      -0.12378     -0.1787 N/A   N/A     N/A    N/A      N/A    N/A     N/A    N/A
OTC & Emerging Growth     5.699143    10      0.976306    1.759068 N/A   N/A     N/A    N/A      N/A    N/A     N/A    N/A
Research Fund             8.362404    10      0.155423    0.240141 N/A   N/A     N/A    N/A      N/A    N/A     N/A    N/A
Small Cap Value           9.630864    10      0.026426    0.039623 N/A   N/A     N/A    N/A      N/A    N/A     N/A    N/A
Utilities Growth & Income 10.08147    10      -0.00502    -0.00746 N/A   N/A     N/A    N/A      N/A    N/A     N/A    N/A
Vista                     7.111053    10      0.403578    0.657113 N/A   N/A     N/A    N/A      N/A    N/A     N/A    N/A
Voyager                   7.108396    10       0.42727    0.698957 N/A   N/A     N/A    N/A      N/A    N/A     N/A    N/A

<PAGE>

                           One Year                 YTD                      Three Months
Fund

Asia Pacific Growth        N/A                      N/A                                       0.409823
Diversified Income         N/A                      N/A                                       0.018036
George Putnam of Boston    N/A                      N/A                                       0.004462
Global Asset Allocation    N/A                      N/A                                       0.096844
Global Growth              N/A                      N/A                                       0.472376
Growth & Income            N/A                      N/A                                       0.017102
Health Sciences            N/A                      N/A                                       0.087033
High Yield                 N/A                      N/A                                       0.032717
Income                     N/A                      N/A                                       -0.00695
International Growth       N/A                      N/A                                       0.347636
International Growth
     & Income              N/A                      N/A                                       0.063195
International New
     Opportunities         N/As                                            0                  0.563732
Investors                  N/A                                             0                  0.240617
Money Market               N/A                                             0                  0.007968
New Opportunities          N/A                                             0                  0.487538
New Value                  N/A                                             0                  0.010782
OTC & Emerging Growth      N/A                                             0                   0.75465
Research Fund              N/A                                             0                  0.195828
Small Cap Value            N/A                                             0                  0.038328
Utilities Growth & Income  N/A                                             0                  -0.00808
Vista                      N/A                                             0                  0.406261
Voyager                    N/A                                             0                  0.406787
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

Putnam "L" Enhanced DB & RIG 2

Asia Pacific Growth

     12/31/98               NO. YEARS            1
TO
     12/31/99

<S>           <C>                    <C>               <C>          <C>         <C>
              TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT      36160         1000         4.916426    203.3998
              FEE               36525         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    203.0818    2030.818

                                        1

  FORMULA:                            1000*(1+T)=          2030.818  - (1000 * 0.02)
                                      =                    2010.818
                                      T =                  1.010818
                                      R =                  1.010818





Diversified Income

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         10.00866    99.91344
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    99.59544    995.9544

                                        1

  FORMULA:                            1000*(1+T)=          995.9544  - (1000 * 0.02)
                                      =                    975.9544
                                      T =                  -0.02405
                                      R =                  -0.02405





George Putnam Fund of Boston

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         10.22557    97.79404
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    97.47604    974.7604

                                        1

  FORMULA:                            1000*(1+T)=          974.7604  - (1000 * 0.02)
                                      =                    954.7604
                                      T =                  -0.04524
                                      R =                  -0.04524





Global Asset Allocation

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         9.111294    109.7539
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    109.4359    1094.359

                                        1

  FORMULA:                            1000*(1+T)=          1094.359  - (1000 * 0.02)
                                      =                    1074.359
                                      T =                  0.074359
                                      R =                  0.074359





Global Growth

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         6.093725    164.1032
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    163.7852    1637.852

                                        1

  FORMULA:                            1000*(1+T)=          1637.852  - (1000 * 0.02)
                                      =                    1617.852
                                      T =                  0.617852
                                      R =                  0.617852





Growth & Income

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         10.03651    99.63619
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    99.31819    993.1819

                                        1

  FORMULA:                            1000*(1+T)=          993.1819  - (1000 * 0.02)
                                      =                    973.1819
                                      T =                  -0.02682
                                      R =                  -0.02682





Health Sciences

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         10.60609    94.28543
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    93.96743    939.6743

                                        1

  FORMULA:                            1000*(1+T)=          939.6743  - (1000 * 0.02)
                                      =                    919.6743
                                      T =                  -0.08033
                                      R =                  -0.08033





High Yield

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         9.624382    103.9028
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    103.5848    1035.848

                                        1

  FORMULA:                            1000*(1+T)=          1035.848  - (1000 * 0.02)
                                      =                    1015.848
                                      T =                  0.015848
                                      R =                  0.015848





Income

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000          10.4087    96.07346
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    95.75546    957.5546

                                        1

  FORMULA:                            1000*(1+T)=          957.5546  - (1000 * 0.02)
                                      =                    937.5546
                                      T =                  -0.06245
                                      R =                  -0.06245





International Growth

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         6.362817    157.1631
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    156.8451    1568.451

                                        1

  FORMULA:                            1000*(1+T)=          1568.451  - (1000 * 0.02)
                                      =                    1548.451
                                      T =                  0.548451
                                      R =                  0.548451





International Growth & Income

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         8.189113    122.1133
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    121.7953    1217.953

                                        1

  FORMULA:                            1000*(1+T)=          1217.953  - (1000 * 0.02)
                                      =                    1197.953
                                      T =                  0.197953
                                      R =                  0.197953





International New Opportunities
     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         5.020469    199.1846
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    198.8666    1988.666

                                        1

  FORMULA:                            1000*(1+T)=          1988.666  - (1000 * 0.02)
                                      =                    1968.666
                                      T =                  0.968666
                                      R =                  0.968666





Investors

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000          7.83414    127.6464
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    127.3284    1273.284

                                        1

  FORMULA:                            1000*(1+T)=          1273.284  - (1000 * 0.02)
                                      =                    1253.284
                                      T =                  0.253284
                                      R =                  0.253284



Money Market

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         9.793376    102.1098
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    101.7918    1017.918

                                        1

  FORMULA:                            1000*(1+T)=          1017.918  - (1000 * 0.02)
                                      =                    997.9183
                                      T =                  -0.00208
                                      R =                  -0.00208


New Opportunities

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         6.021843    166.0621
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    165.7441    1657.441

                                        1

  FORMULA:                            1000*(1+T)=          1657.441  - (1000 * 0.02)
                                      =                    1637.441
                                      T =                  0.637441
                                      R =                  0.637441



New Value

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         10.15695     98.4548
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10     98.1368     981.368

                                        1

  FORMULA:                            1000*(1+T)=           981.368  - (1000 * 0.02)
                                      =                     961.368
                                      T =                  -0.03863
                                      R =                  -0.03863


OTC & Emerging Growth

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         4.496868     222.377
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10     222.059     2220.59

                                        1

  FORMULA:                            1000*(1+T)=           2220.59  - (1000 * 0.02)
                                      =                     2200.59
                                      T =                   1.20059
                                      R =                   1.20059


Research

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         7.974761    125.3956
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    125.0776    1250.776

                                        1

  FORMULA:                            1000*(1+T)=          1250.776  - (1000 * 0.02)
                                      =                    1230.776
                                      T =                  0.230776
                                      R =                  0.230776


Small Cap Value

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000       #VALUE!      #VALUE!
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10   #VALUE!     #VALUE!

                                        1

  FORMULA:                            1000*(1+T)=        #VALUE!     - (1000 * 0.02)
                                      =                  #VALUE!
                                      T =              N/A
                                      R =              N/A


Utilities Growth & Income

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         10.26356    97.43211
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    97.11411    971.1411

                                        1

  FORMULA:                            1000*(1+T)=          971.1411  - (1000 * 0.02)
                                      =                    951.1411
                                      T =                  -0.04886
                                      R =                  -0.04886




Vista

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         6.673406    149.8485
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    149.5305    1495.305

                                        1

  FORMULA:                            1000*(1+T)=          1495.305  - (1000 * 0.02)
                                      =                    1475.305
                                      T =                  0.475305
                                      R =                  0.475305




Voyager

     12/31/98               NO. YEARS            1
TO

     12/31/99 TRANSACTION DATE        $ VALUE          UNIT VALUE   NO. UNITS   END VALUE

              INIT DEPOSIT   12/31/98         1000         6.444185    155.1787
              FEE            12/31/99         3.18               10       0.318

     RESULTING VALUE         12/31/99                            10    154.8607    1548.607

                                        1

  FORMULA:                            1000*(1+T)=          1548.607  - (1000 * 0.02)
                                      =                    1528.607
                                      T =                  0.528607
                                      R =                  0.528607




<PAGE>

Putnam "L" Enhanced DB & RIG 2

Asia Pacific Growth

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT      34699         1000               #VALUE!     #VALUE!
              FEE               35064         3.18                5.920195     0.537144
              FEE               35430       3.3708                6.333282     0.532236
              FEE               35795     3.573048                5.299765      0.67419
              FEE               36160     3.787431                4.916426     0.770363
              FEE               36525     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!    - (1000 * 0.0)
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A
Diversified Income

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                7.893684     126.6836
              FEE            12/31/95         3.18                 9.22059      0.34488
              FEE            12/31/96       3.3708                 9.83756     0.342646
              FEE            12/31/97     3.573048                10.35759     0.344969
              FEE            12/31/98     3.787431                10.00866     0.378415
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10     124.8712    1248.712

                                        5

  FORMULA:                            1000*(1+T)=                 1248.712  - (1000 * 0.0)
                                      =                           1248.712
                                      T =                         0.045424
                                      R =                         0.248712
George Putnam Fund of Boston

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95         3.18               #VALUE!     #VALUE!
              FEE            12/31/96       3.3708               #VALUE!     #VALUE!
              FEE            12/31/97     3.573048               #VALUE!     #VALUE!
              FEE            12/31/98     3.787431                10.22557     0.370388
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!    - (1000 * 0.0)
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A
Global Asset Allocation

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                5.026505     198.9454
              FEE            12/31/95         3.18                6.146543     0.517364
              FEE            12/31/96       3.3708                6.968363     0.483729
              FEE            12/31/97     3.573048                8.176724     0.436978
              FEE            12/31/98     3.787431                9.111294     0.415685
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10     196.6902    1966.902

                                        5

  FORMULA:                            1000*(1+T)=                 1966.902  - (1000 * 0.0)
                                      =                           1966.902
                                      T =                         0.144871
                                      R =                         0.966902
Global Growth

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                3.275427     305.3037
              FEE            12/31/95         3.18                3.715013     0.855986
              FEE            12/31/96       3.3708                 4.26936     0.789533
              FEE            12/31/97     3.573048                4.786221     0.746528
              FEE            12/31/98     3.787431                6.093725      0.62153
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10     301.8887    3018.887

                                        5

  FORMULA:                            1000*(1+T)=                 3018.887  - (1000 * 0.0)
                                      =                           3018.887
                                      T =                         0.247296
                                      R =                         2.018887
Growth & Income

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                4.544128     220.0642
              FEE            12/31/95         3.18                6.091536     0.522036
              FEE            12/31/96       3.3708                7.282121     0.462887
              FEE            12/31/97     3.573048                8.864742     0.403063
              FEE            12/31/98     3.787431                10.03651     0.377365
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10     217.8974    2178.974

                                        5

  FORMULA:                            1000*(1+T)=                 2178.974  - (1000 * 0.0)
                                      =                           2178.974
                                      T =                         0.168558
                                      R =                         1.178974
Health Sciences

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95         3.18               #VALUE!     #VALUE!
              FEE            12/31/96       3.3708               #VALUE!     #VALUE!
              FEE            12/31/97     3.573048               #VALUE!     #VALUE!
              FEE            12/31/98     3.787431                10.60609       0.3571
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!    - (1000 * 0.0)
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A
High Yield

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                7.239335     138.1342
              FEE            12/31/95         3.18                8.398863     0.378623
              FEE            12/31/96       3.3708                9.290157     0.362836
              FEE            12/31/97     3.573048                10.41572     0.343044
              FEE            12/31/98     3.787431                9.624382     0.393525
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10     136.2547    1362.547

                                        5

  FORMULA:                            1000*(1+T)=                 1362.547  - (1000 * 0.0)
                                      =                           1362.547
                                      T =                         0.063825
                                      R =                         0.362547
Income

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                7.754376     128.9594
              FEE            12/31/95         3.18                 9.15787     0.347242
              FEE            12/31/96       3.3708                9.196449     0.366533
              FEE            12/31/97     3.573048                9.796422      0.36473
              FEE            12/31/98     3.787431                 10.4087     0.363872
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10     127.1156    1271.156

                                        5

  FORMULA:                            1000*(1+T)=                 1271.156  - (1000 * 0.0)
                                      =                           1271.156
                                      T =                         0.049155
                                      R =                         0.271156
International Growth

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95         3.18               #VALUE!     #VALUE!
              FEE            12/31/96       3.3708               #VALUE!     #VALUE!
              FEE            12/31/97     3.573048                5.469004     0.653327
              FEE            12/31/98     3.787431                6.362817     0.595244
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!    - (1000 * 0.0)
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A
International Growth & Income

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95         3.18               #VALUE!     #VALUE!
              FEE            12/31/96       3.3708               #VALUE!     #VALUE!
              FEE            12/31/97     3.573048                 7.49896     0.476472
              FEE            12/31/98     3.787431                8.189113     0.462496
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!    - (1000 * 0.0)
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A





International New Opportunities

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95         3.18               #VALUE!     #VALUE!
              FEE            12/31/96       3.3708               #VALUE!     #VALUE!
              FEE            12/31/97     3.573048                 4.42951     0.806646
              FEE            12/31/98     3.787431                5.020469     0.754398
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!    - (1000 * 0.0)
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A





Investors

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95         3.18               #VALUE!     #VALUE!
              FEE            12/31/96       3.3708               #VALUE!     #VALUE!
              FEE            12/31/97     3.573048               #VALUE!     #VALUE!
              FEE            12/31/98     3.787431                 7.83414     0.483452
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!    - (1000 * 0.0)
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A

Money Market

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                8.630163     115.8727
              FEE            12/31/95         3.18                8.924288     0.356331
              FEE            12/31/96       3.3708                9.195446     0.366573
              FEE            12/31/97     3.573048                9.487108     0.376621
              FEE            12/31/98     3.787431                9.793376     0.386734
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10     113.9849    1139.849

                                        5

  FORMULA:                            1000*(1+T)=                 1139.849  - (1000 * 0.0)
                                      =                           1139.849
                                      T =                         0.026525
                                      R =                         0.139849


New Opportunities

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                2.661016     375.7963
              FEE            12/31/95         3.18                3.780068     0.841255
              FEE            12/31/96       3.3708                4.083448     0.825479
              FEE            12/31/97     3.573048                4.936351     0.723824
              FEE            12/31/98     3.787431                6.021843     0.628949
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10     372.3753    3723.753

                                        5

  FORMULA:                            1000*(1+T)=                 3723.753  - (1000 * 0.0)
                                      =                           3723.753
                                      T =                         0.300757
                                      R =                         2.723753


New Value

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95         3.18               #VALUE!     #VALUE!
              FEE            12/31/96       3.3708               #VALUE!     #VALUE!
              FEE            12/31/97     3.573048                9.747848     0.366547
              FEE            12/31/98     3.787431                10.15695     0.372891
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!    - (1000 * 0.0)
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A


OTC & Emerging Growth

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95         3.18               #VALUE!     #VALUE!
              FEE            12/31/96       3.3708               #VALUE!     #VALUE!
              FEE            12/31/97     3.573048               #VALUE!     #VALUE!
              FEE            12/31/98     3.787431                4.496868     0.842238
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!    - (1000 * 0.0)
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A


Research

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95         3.18               #VALUE!     #VALUE!
              FEE            12/31/96       3.3708               #VALUE!     #VALUE!
              FEE            12/31/97     3.573048               #VALUE!     #VALUE!
              FEE            12/31/98     3.787431                7.974761     0.474927
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!    - (1000 * 0.0)
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A


Small Cap Value

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95         3.18               #VALUE!     #VALUE!
              FEE            12/31/96       3.3708               #VALUE!     #VALUE!
              FEE            12/31/97     3.573048               #VALUE!     #VALUE!
              FEE            12/31/98     3.787431               #VALUE!     #VALUE!
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!    - (1000 * 0.0)
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A


Utilities Growth & Income

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                5.003242     199.8704
              FEE            12/31/95         3.18                6.430564     0.494513
              FEE            12/31/96       3.3708                7.301544     0.461656
              FEE            12/31/97     3.573048                9.099487     0.392665
              FEE            12/31/98     3.787431                10.26356     0.369017
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10     197.7511    1977.511

                                        5

  FORMULA:                            1000*(1+T)=                 1977.511  - (1000 * 0.0)
                                      =                           1977.511
                                      T =                         0.146103
                                      R =                         0.977511



Vista

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000               #VALUE!     #VALUE!
              FEE            12/31/95         3.18               #VALUE!     #VALUE!
              FEE            12/31/96       3.3708               #VALUE!     #VALUE!
              FEE            12/31/97     3.573048                5.686604     0.628327
              FEE            12/31/98     3.787431                6.673406     0.567541
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10   #VALUE!      #VALUE!

                                        5

  FORMULA:                            1000*(1+T)=                #VALUE!    - (1000 * 0.0)
                                      =                          #VALUE!
                                      T =                      N/A
                                      R =                      N/A





Voyager

     12/30/94

TO                          NO. YEARS            5
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/94         1000                2.787772     358.7094
              FEE            12/31/95         3.18                3.845312     0.826981
              FEE            12/31/96       3.3708                4.259428     0.791374
              FEE            12/31/97     3.573048                5.283933      0.67621
              FEE            12/31/98     3.787431                6.444185     0.587728
              FEE            12/31/99     4.014677                      10     0.401468

     RESULTING VALUE         12/31/99                                   10     355.4256    3554.256

                                        5

  FORMULA:                            1000*(1+T)=                 3554.256  - (1000 * 0.0)
                                      =                           3554.256
                                      T =                         0.288694
                                      R =                         2.554256

<PAGE>

Putnam "L" Enhanced DB & RIG 2

Asia Pacific Growth

     05/01/95

TO                          NO. YEARS     4.668036
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT   05/01/95         1000                5.863669     170.5417
            1 FEE            05/01/96         3.18                6.253677     0.508501                    0.02
            2 FEE            05/01/97       3.3708                6.169627     0.546354                    0.01
            3 FEE            05/01/98     3.573048                5.179677     0.689821                       0
            4                05/01/99     3.787431                5.755531     0.658051                       0
            5                12/31/99     4.014677                      10     0.401468                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

      RESULTING VALUE        12/31/99                                   10     167.7375    1677.375

                                    4.668036

  FORMULA:                            1000*(1+T)=                 1677.375
                                      =                           1677.375
                                      T =                         0.117174
                                      R =                         0.677375










Diversified Income

     09/15/93

TO                          NO. YEARS     6.291581
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT   09/15/93         1000                8.264768     120.9955
            1 FEE            09/15/94         3.18                8.012685     0.396871                    0.02
            2 FEE            09/15/95       3.3708                8.819842     0.382184                    0.01
            3 FEE            09/15/96     3.573048                9.438747     0.378551                       0
            4                09/15/97     3.787431                10.18719     0.371784                       0
            5                09/15/98     4.014677                9.860261     0.407157                       0
            6                09/15/99     4.255557                9.809885     0.433803                       0
            7                12/31/99     4.510891                      10     0.451089                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     118.1741    1181.741

                                    6.291581

  FORMULA:                            1000*(1+T)=                 1181.741
                                      =                           1181.741
                                      T =                         0.026897
                                      R =                         0.181741










George Putnam Fund of Boston

     04/30/98

TO                          NO. YEARS     1.670089
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT   04/30/98         1000                9.983135     100.1689
            1 FEE            04/30/99         3.18                10.79446     0.294596                    0.02
            2 FEE            12/31/99       3.3708                      10      0.33708                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     99.53726    995.3726

                                    1.670089

  FORMULA:                            1000*(1+T)=                 995.3726
                                      =                           985.3726
                                      T =                         -0.00878
                                      R =                         -0.01463










Global Asset Allocation

     12/31/89

TO                          NO. YEARS           10
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/89         1000                3.820542      261.743
              FEE            12/31/90         3.18                3.752805     0.847366
              FEE            12/31/91       3.3708                4.379498     0.769677
              FEE            12/31/92     3.573048                 4.56424     0.782835
              FEE            12/31/93     3.787431                5.257607     0.720372
              FEE            12/31/94     4.014677                5.026505     0.798701
              FEE            12/31/95     4.255557                6.146543      0.69235
              FEE            12/31/96     4.510891                6.968363     0.647339
              FEE            12/31/97     4.781544                8.176724     0.584775
              FEE            12/31/98     5.068437                9.111294     0.556281
              FEE            12/31/99     5.372543                      10     0.537254

     RESULTING VALUE         12/31/99                                   10      254.806     2548.06

                                       10

  FORMULA:                            1000*(1+T)=                  2548.06  - (0.85 * 1000 * 0)
                                      =                            2548.06
                                      T =                         0.098047
                                      R =                          1.54806





Global Growth

     05/01/90

TO                          NO. YEARS     9.667351
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT   05/01/90         1000                2.563869     390.0355
            1 FEE            05/01/91         3.18                2.570199     1.237258                    0.02
            2 FEE            05/01/92       3.3708                2.662605     1.265978                    0.01
            3 FEE            05/01/93     3.573048                2.840597     1.257851                       0
            4                05/01/94     3.787431                3.343571      1.13275                       0
            5                05/01/95     4.014677                3.280597     1.223764                       0
            6                05/01/96     4.255557                3.972056     1.071374                       0
            7                05/01/97     4.510891                4.442324     1.015435                       0
            8                05/01/98     4.781544                5.620627     0.850714                       0
            9                05/01/99     5.068437                6.310027     0.803235                       0
           10                12/31/99     5.372543                      10     0.537254                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     379.6399    3796.399

                                    9.667351

  FORMULA:                            1000*(1+T)=                 3796.399
                                      =                           3796.399
                                      T =                         0.147971
                                      R =                         2.796399










Growth & Income

     12/31/89

TO                          NO. YEARS           10
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/89         1000                3.282081     304.6847
              FEE            12/31/90         3.18                3.281306     0.969126
              FEE            12/31/91       3.3708                3.830233     0.880051
              FEE            12/31/92     3.573048                4.121947     0.866835
              FEE            12/31/93     3.787431                4.618259     0.820099
              FEE            12/31/94     4.014677                4.544128     0.883487
              FEE            12/31/95     4.255557                6.091536     0.698602
              FEE            12/31/96     4.510891                7.282121     0.619447
              FEE            12/31/97     4.781544                8.864742     0.539389
              FEE            12/31/98     5.068437                10.03651        0.505
              FEE            12/31/99     5.372543                      10     0.537254

     RESULTING VALUE         12/31/99                                   10     297.3655    2973.655

                                       10

  FORMULA:                            1000*(1+T)=                 2973.655  - (0.85 * 1000 * 0)
                                      =                           2973.655
                                      T =                         0.115139
                                      R =                         1.973655







 Health Sciences

     04/30/98

TO                          NO. YEARS     1.670089
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT   04/30/98         1000                9.814041     101.8948
            1 FEE            04/30/99         3.18                9.472175      0.33572                    0.02
            2 FEE            12/31/99       3.3708                      10      0.33708                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

      RESULTING VALUE        12/31/99                                   10      101.222     1012.22

                                    1.670089

   FORMULA:                           1000*(1+T)=                  1012.22
                                      =                            1002.22
                                      T =                         0.001329
                                      R =                          0.00222










 High Yield

     12/31/89

TO                          NO. YEARS           10
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/89         1000                4.346672     230.0611
              FEE            12/31/90         3.18                3.836827      0.82881
              FEE            12/31/91       3.3708                 5.44887     0.618624
              FEE            12/31/92     3.573048                6.356903     0.562074
              FEE            12/31/93     3.787431                7.452884     0.508183
              FEE            12/31/94     4.014677                7.239335     0.554564
              FEE            12/31/95     4.255557                8.398863     0.506683
              FEE            12/31/96     4.510891                9.290157     0.485556
              FEE            12/31/97     4.781544                10.41572      0.45907
              FEE            12/31/98     5.068437                9.624382     0.526625
              FEE            12/31/99     5.372543                      10     0.537254

      RESULTING VALUE        12/31/99                                   10     224.4736    2244.736

                                       10

   FORMULA:                           1000*(1+T)=                 2244.736  - (0.85 * 1000 * 0)
                                      =                           2244.736
                                      T =                         0.084218
                                      R =                         1.244736







 Income

     12/31/89

TO                          NO. YEARS           10
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/89         1000                5.865502     170.4884
              FEE            12/31/90         3.18                6.183215     0.514296
              FEE            12/31/91       3.3708                7.110552     0.474056
              FEE            12/31/92     3.573048                7.494434      0.47676
              FEE            12/31/93     3.787431                8.177338     0.463162
              FEE            12/31/94     4.014677                7.754376      0.51773
              FEE            12/31/95     4.255557                 9.15787     0.464689
              FEE            12/31/96     4.510891                9.196449     0.490504
              FEE            12/31/97     4.781544                9.796422     0.488091
              FEE            12/31/98     5.068437                 10.4087     0.486942
              FEE            12/31/99     5.372543                      10     0.537254

     RESULTING VALUE         12/31/99                                   10     165.5749    1655.749

                                       10

   FORMULA:                           1000*(1+T)=                 1655.749  - (0.85 * 1000 * 0)
                                      =                           1655.749
                                      T =                         0.051718
                                      R =                         0.655749







 International Growth

     01/02/97

TO                          NO. YEARS     2.992471
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT   01/02/97         1000                 4.80256     208.2223
            1 FEE            01/02/98         3.18                5.497123     0.578484                    0.02
            2 FEE            01/02/99       3.3708                6.362817     0.529765                    0.01
            3 FEE            12/31/99     3.573048                      10     0.357305                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     206.7567    2067.567

                                    2.992471

   FORMULA:                           1000*(1+T)=                 2067.567
                                      =                           2067.567
                                      T =                         0.274729
                                      R =                         1.067567










 International Growth & Income

     01/02/97

TO                          NO. YEARS     2.992471
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT   01/02/97         1000                6.402695     156.1842
            1 FEE            01/02/98         3.18                7.530671     0.422273                    0.02
            2 FEE            01/02/99       3.3708                8.189113      0.41162                    0.01
            3 FEE            12/31/99     3.573048                      10     0.357305                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

      RESULTING VALUE        12/31/99                                   10      154.993     1549.93

                                    2.992471

   FORMULA:                           1000*(1+T)=                  1549.93
                                      =                            1549.93
                                      T =                         0.157703
                                      R =                          0.54993





 International New Opportunities

     01/02/97

TO                          NO. YEARS     2.992471
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT   01/02/97         1000                4.521667     221.1574
            1 FEE            01/02/98         3.18                4.446822     0.715117                    0.02
            2 FEE            01/02/99       3.3708                5.020469     0.671411                    0.01
            3 FEE            12/31/99     3.573048                      10     0.357305                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

      RESULTING VALUE        12/31/99                                   10     219.4135    2194.135

                                    2.992471

   FORMULA:                           1000*(1+T)=                 2194.135
                                      =                           2194.135
                                      T =                         0.300291
                                      R =                         1.194135





Investors

     04/30/98

TO                          NO. YEARS     1.670089
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            0 INIT DEPOSIT   04/30/98         1000                6.804777     146.9556
            1 FEE            04/30/99         3.18                8.249222     0.385491                    0.02
            2 FEE            12/31/99       3.3708                      10      0.33708                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10      146.233     1462.33

                                    1.670089

  FORMULA:                            1000*(1+T)=                  1462.33
                                      =                            1452.33
                                      T =                         0.250374
                                      R =                          0.45233


Money Market

     12/31/89

TO                          NO. YEARS           10
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/89         1000                7.532203     132.7633
              FEE            12/31/90         3.18                7.974713      0.39876
              FEE            12/31/91       3.3708                8.282169     0.406995
              FEE            12/31/92     3.573048                8.410913     0.424811
              FEE            12/31/93     3.787431                8.477279     0.446774
              FEE            12/31/94     4.014677                8.630163     0.465191
              FEE            12/31/95     4.255557                8.924288     0.476851
              FEE            12/31/96     4.510891                9.195446     0.490557
              FEE            12/31/97     4.781544                9.487108     0.504004
              FEE            12/31/98     5.068437                9.793376     0.517537
              FEE            12/31/99     5.372543                      10     0.537254

     RESULTING VALUE         12/31/99                                   10     128.0945    1280.945

                                       10

  FORMULA:                            1000*(1+T)=                 1280.945  - (0.85 * 1000 * 0)
                                      =                           1280.945
                                      T =                         0.025069
                                      R =                         0.280945


New Opportunities

     05/02/94

TO                          NO. YEARS     5.664613
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT   05/02/94         1000                2.491743     401.3255
            1 FEE            05/02/95         3.18                  2.8448     1.117829                    0.02
            2 FEE            05/02/96       3.3708                4.322192     0.779882                    0.01
            3 FEE            05/02/97     3.573048                3.990692     0.895345                       0
            4                05/02/98     3.787431                5.711471     0.663127                       0
            5                05/02/99     4.014677                6.396252     0.627661                       0
            6                12/31/99     4.255557                      10     0.425556                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     396.8161    3968.161

                                    5.664613

  FORMULA:                            1000*(1+T)=                 3968.161
                                      =                           3968.161
                                      T =                         0.275474
                                      R =                         2.968161


New Value

     01/02/97

TO                          NO. YEARS     2.992471
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT   01/02/97         1000                8.452596     118.3068
            1 FEE            01/02/98         3.18                9.779954     0.325155                    0.02
            2 FEE            01/02/99       3.3708                10.15695     0.331871                    0.01
            3 FEE            12/31/99     3.573048                      10     0.357305                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     117.2925    1172.925

                                    2.992471

  FORMULA:                            1000*(1+T)=                 1172.925
                                      =                           1172.925
                                      T =                         0.054747
                                      R =                         0.172925


OTC & Emerging Growth

     04/30/98

TO                          NO. YEARS     1.670089
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT   04/30/98         1000                4.514881     221.4898
            1 FEE            04/30/99         3.18                5.059945     0.628465                    0.02
            2 FEE            12/31/99       3.3708                      10      0.33708                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     220.5242    2205.242

                                    1.670089

  FORMULA:                            1000*(1+T)=                 2205.242
                                      =                           2195.242
                                      T =                         0.601289
                                      R =                         1.195242


Research

     09/29/98

TO                          NO. YEARS     1.253936
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT   09/29/98         1000                6.721925     148.7669
            1 FEE            09/29/99         3.18                8.242774     0.385792                    0.02
            2 FEE            12/31/99       3.3708                      10      0.33708                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10      148.044     1480.44

                                    1.253936

  FORMULA:                            1000*(1+T)=                  1480.44
                                      =                            1470.44
                                      T =                         0.359996
                                      R =                          0.47044


Small Cap Value

     04/30/99

TO                          NO. YEARS     0.670773
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT   04/30/99         1000                9.742543     102.6426
            1 FEE            12/31/99         3.18                      10        0.318                    0.02
            2 FEE         N/A                    0             N/A                    0                    0.01
            3 FEE         N/A                    0             N/A                    0                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

     RESULTING VALUE         12/31/99                                   10     102.3246    1023.246

                                    0.670773

  FORMULA:                            1000*(1+T)=                 1023.246
                                      =                           1003.246
                                      T =                         0.004843
                                      R =                         0.003246


Utilities Growth & Income

     05/01/92

TO                          NO. YEARS     7.665982
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT   05/01/92         1000                4.667017     214.2696
            1 FEE            05/01/93         3.18                5.263907     0.604114                    0.02
            2 FEE            05/01/94       3.3708                5.174172     0.651467                    0.01
            3 FEE            05/01/95     3.573048                5.377306     0.664468                       0
            4                05/01/96     3.787431                6.518119     0.581062                       0
            5                05/01/97     4.014677                7.277876     0.551628                       0
            6                05/01/98     4.255557                9.423674     0.451582                       0
            7                05/01/99     4.510891                10.05041     0.448827                       0
            8                12/31/99     4.781544                      10     0.478154                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

      RESULTING VALUE        12/31/99                                   10     209.8383    2098.383

                                    7.665982

   FORMULA:                           1000*(1+T)=                 2098.383
                                      =                           2098.383
                                      T =                         0.101511
                                      R =                         1.098383






Vista

     01/02/97

TO                          NO. YEARS     2.992471
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE   SURRENDER CHARGES

            - INIT DEPOSIT   01/02/97         1000                4.706479     212.4731
            1 FEE            01/02/98         3.18                5.649066     0.562925                    0.02
            2 FEE            01/02/99       3.3708                6.673406     0.505109                    0.01
            3 FEE            12/31/99     3.573048                      10     0.357305                       0
            4             N/A                    0             N/A                    0                       0
            5             N/A                    0             N/A                    0                       0
            6             N/A                    0             N/A                    0                       0
            7             N/A                    0             N/A                    0                       0
            8             N/A                    0             N/A                    0                       0
            9             N/A                    0             N/A                    0                       0
           10             N/A                    0             N/A                    0                       0
           11             N/A                    0             N/A                    0                       0
           12             N/A                    0             N/A                    0                       0
           13             N/A                    0             N/A                    0                       0
           14 FEE         N/A                    0             N/A                    0                       0
           15 FEE         N/A                    0             N/A                    0                       0

      RESULTING VALUE        12/31/99                                   10     211.0477    2110.477

                                    2.992471

   FORMULA:                           1000*(1+T)=                 2110.477
                                      =                           2110.477
                                      T =                         0.283509
                                      R =                         1.110477





Voyager

     12/31/89

TO                          NO. YEARS           10
     12/31/99

              TRANSACTION DATE        $ VALUE                  UNIT VALUE  NO. UNITS    END VALUE

              INIT DEPOSIT   12/31/89         1000                 1.62363     615.9039
              FEE            12/31/90         3.18                  1.5597     2.038854
              FEE            12/31/91       3.3708                 2.23423     1.508708
              FEE            12/31/92     3.573048                2.417678     1.477884
              FEE            12/31/93     3.787431                2.813915     1.345965
              FEE            12/31/94     4.014677                2.787772     1.440102
              FEE            12/31/95     4.255557                3.845312     1.106687
              FEE            12/31/96     4.510891                4.259428     1.059037
              FEE            12/31/97     4.781544                5.283933     0.904921
              FEE            12/31/98     5.068437                6.444185     0.786513
              FEE            12/31/99     5.372543                      10     0.537254

      RESULTING VALUE        12/31/99                                   10     603.6979    6036.979

                                       10

   FORMULA:                           1000*(1+T)=                 6036.979  - (0.85 * 1000 * 0)
                                      =                           6036.979
                                      T =                         0.196966
                                      R =                         5.036979




</TABLE>


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