NORTHBROOK VARIABLE ANNUITY ACCOUNT II
N-4, EX-5, 2000-06-06
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                        MORGAN STANLEY DEAN WITTER VA3 ASSETMANAGER
                   FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
       ISSUED BY: NORTHBROOK LIFE INSURANCE COMPANY, NORTHBROOK, ILLINOIS
        PO Box 94040, Palatine, IL 60094-4040 Telephone: 1-800-654-2397
         Overnight Address: 3100 Sanders Rd., M4A, Northbrook, IL 60062
OW N E R(S)     Name _____________________________ (_)M ( )F Birthdate __/__/___

                Address______________________________Soc. Sec. no. ____/___/____

                Name _____________________________ (_)M ( )F Birthdate __/__/___

                Address______________________________Soc. Sec. no. ____/___/____

AN N U I TA N T
Leave blank if Annuitant is the same as sole Owner; otherwise complete.

                Name _____________________________ (_)M ( )F Birthdate __/__/___

                Address______________________________Soc. Sec. no. ____/___/____

                Relationship to Owner___________________________________________

BE N E F I C I A R Y(I E S)
                Name _____________________________ Relationship to Owner _______

                Name _____________________________ Relationship to Owner ______

                 PU R C H A S E PAY M E N T/ P L A N OP T I O N S
Total Purchase Payment $________________________________________________________

VARIABLE PORTFOLIO SECTION
AIM Variable Ins. Funds
(_) Aggressive Growth
(_) Blue Chip                   __%      MSDW Universal Funds
(_) Capital Appreciation        __%     (_) Equity Growth               __%
(_) Growth                      __%     (_) International Magnum        __%
(_) Value                       __%     (_) Emerging Markets Equity     __%
                                        (_) U.S. Real Estate            __%
Alliance Variable Product Series Funds  (_) Mid-Cap Value               __%
(_) Premier Growth              __%
(_) Growth                      __%     Putnam Variable Trust
(_) Growth & Income             __%     (_) International Growth            __%
                                        (_) International New Opportunities __%
                                        (_) Growth & Income                 __%
                                        (_) New Opportunities               __%
                                        (_) OTC & Emerging Growth           __%
MSDW Variable Investment Series         (_) Voyager                         __%
(_) Money Market                __%
(_) Quality Income Plus         __%     Van Kampen Life Investment Trust
(_) High Yield                  __%     (_) Emerging Growth             __%
(_) Utilities                   __%
(_) Income Builder              __%     Fixed Account (if available)
(_) Dividend Growth             __%     (_) DCA Fixed Account           __%
(_) Capital Growth              __%     (_) Fixed                       __%
(_) Global Div. Growth          __%     (_) _____________________       __%
(_) European Growth             __%                     Total           100%
(_) Pacific Growth              __%
(_) Equity                      __%     Plan Options (Choose one from options
(_) S & P 500 Index             __%     available in your state.  If none is
(_) Competitive Edge            __%     selected, base policy will apply):
(_) Strategist                  __%
(_) Agressive Equity            __%     (_) Performance Death Benefit Option
(_) Short-Term Bond             __%             (Highest Anniversary Value); or
                                        (_) Performance Income Benefit 2 Option
                                                (GuMBI); or
                                        (_) Performance Benefit Combination 2
                                                Option
                                        (_) Death Benefit Combination Option
                                                Best of the Best)

RE P L A C E M E N T            Will this annuity replace or change any
IN F O R M AT I O N             existing annuity or life insurance? (_)Yes (_)No
                                (If Yes, complete the following.)
                                Company_______________________Policy No. ______
                                Cost basis ammount ___________Policy Date _____

TA X QU A L I F I E D PL A N (_)Yes (_)No (If Yes, complete the following.)

                                (_) Traditional IRA (_) Roth IRA (_)SEP (_)Other
                                (_) Rollover     (_)4-1(a)(pension)
                                (_) Transfer     (_)403(b)(TSA)
                                (_) Contribution $_______ Contribution Year ____

SP E C I A L IN S T R U C T I O N S     _______________________________________
                                       ----------------------------------------
NLR741                                                                    41360
<PAGE>


     MORGAN  STANLEY  DEAN WITTER VA3  ASSETMANAGER  FLEXIBLE  PREMIUM  DEFERRED
     VARIABLE ANNUITY ISSUED BY: NORTHBROOK LIFE INSURANCE COMPANY,  NORTHBROOK,
     ILLINOIS   PO  Box  94040,   Palatine,   IL   60094-4040   (_)   Telephone:
     1-800-654-2397 (_)Overnight Address: 3100 Sanders Rd., M4A, Northbrook, IL

     The following  states require  insurance  applicants to acknowledge a fraud
     warning/disclosure  statement. Please refer to the fraud warning/disclosure
     statement for your state as indicated below.

     FOR  APPLICANTS IN ARIZONA:  Upon your written  request we will provide you
     within  a  reasonable  period  of  time,  reasonable,  factual  information
     regarding the benefits and provisions of the annuity contract for which you
     are applying.  If for any reason you are not  satisfied  with the contract,
     you may return the contract within twenty days after you receive it. If the
     contract you are applying  for is a variable  annuity,  you will receive an
     amount equal to the sum of (i) the difference between the premiums paid and
     the  amounts  allocated  to any  account  under the  contract  and (ii) the
     contract Value on the date the returned contract is received by our company
     or our agent.

     FOR APPLICANTS IN ARKANSAS,  KENTUCKY,  MAINE, NEW MEXICO,  OHIO,  OREGON &
     PENNSYLVANA:  Any  person who  knowingly  and with  intent to  defraud  any
     insurance  company or other person files an  application  for  insurance or
     statement of claim containing any materially false information or conceals,
     for the purpose of  misleading,  information  concerning  any fact material
     thereto  commits  a  fraudulent  insurance  act,  which  may be a crime and
     subjects such person to criminal and civil penalties.

     FOR  APPLICANTS  IN COLORADO:  It is unlawful to knowingly  provide  false,
     incomplete,  or misleading facts or information to an insurance company for
     the purpose of defrauding  or attempting to defraud the company.  Penalties
     may include  imprisonment,  fines, denial of insurance,  and civil damages.
     Any  insurance  company  or agent of an  insurance  company  who  knowingly
     provides false, incomplete,  or misleading facts or information to a policy
     holder or claimant for the purpose of  defrauding  or attempting to defraud
     the policy  holder or claimant with regard to a settlement or award payable
     from  insurance  proceeds  shall be  reported to the  Colorado  Division of
     Insurance within the Department of Regulatory Agencies.

     FOR  APPLICANTS  IN FLORIDA:  Any person who  knowingly  and with intent to
     injure,  defraud,  or deceive any insurer  files a statement of claim or an
     application containing any false, incomplete,  or misleading information is
     guilty of a felony of the third degree.

     FOR APPLICANTS IN LOUISIANA:  Any person who knowingly  presents a false or
     fraudulent  claim for  payment of a loss or benefit or  knowingly  presents
     false  information in an application for insurance is guilty of a crime and
     may be subject to fines and confinement in prison.

     FOR  APPLICANTS  IN NEW  JERSEY:  Any  person  who  includes  any  false or
     misleading information on an application for an insurance policy is subject
     to criminal and civil penalties.

     FOR APPLICANTS IN WASHINGTON, D.C.: WARNING: It is a crime to provide false
     or misleading  information  to an insurer for the purpose of defrauding the
     insurer or any other person.  Penalties include  imprisonment and/or fines.
     In addition,  an insurer may deny insurance  benefits if false  information
     materially related to a claim was provided by the applicant.

SIGNATURE(S)

(contract   applications   and  certificate   enrollments  are  referred  to  as
applications.)

A copy of this application signed by the Representative  will be the receipt for
the first purchase payment.  If Northbrook Life Insurance  Company  ("Northbrook
Life") declines this application,  Northbrook Life will have no liability except
to return the first purchase payment.

I have read the above  statements  and represent that they are complete and true
to the best of my knowledge and belief. I agree that this application shall be a
part of the annuity issued by Northbrook  Life. By accepting the annuity issued,
I agree to any additions or corrections  to this  application.  Northbrook  Life
will obtain written  agreement  from me for any change in the benefits,  type of
plan, or birthdates.

I understand  that annuity  values and income  payments  based on the investment
experience  of a separate  account are variable and not  guaranteed as to dollar
amount. I acknowledge receipt of the current prospectus for the Flexible Premium
Deferred Variable Annuity.

Signed at____________________________________________Date_____/_____/_____
                City       State
Owner(s)__________________________________________________________________

Annuitant_________________________________________________________________

FINANCIAL  ADVISOR USE ONLY
Will the annuity  applied for replace or change any existing annuity or
life insurance?  (_) Yes (_) No

FA Name (Please print)_______________________      Phone No.(___)___-______
FA Signature_________________________________      Branch/FA No. __________
FL License No. _____________________________




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