GLENBROOK LIFE & ANNUITY CO VARIABLE ANNUITY ACCOUNT, 485APOS, 1997-02-28

GLENBROOK LIFE & ANNUITY CO VARIABLE ANNUITY ACCOUNT
485APOS, 1997-02-28

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 1997

FILE NO. 33-91914
811-7632

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
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FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

POST-EFFECTIVE AMENDMENT NO. 3 /X/

AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 9 /X/
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GLENBROOK LIFE AND ANNUITY COMPANY
VARIABLE ANNUITY ACCOUNT
(Exact Name of Registrant)

GLENBROOK LIFE AND ANNUITY COMPANY
(Name of Depositor)

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

COPIES TO:

GREGOR B. MCCURDY, ESQUIRE JOHN R. HEDRICK, ESQUIRE
ROUTIER AND JOHNSON, P.C. ALLSTATE LIFE FINANCIAL
1700 K. STREET N. W., SERVICES, INC.
SUITE 1003 3100 SANDERS ROAD
WASHINGTON, D.C. 20006 NORTHBROOK, IL 60062

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

STATEMENT PURSUANT TO RULE 24F-2

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Registrant hereby states that, pursuant to paragraph (b)(1), it filed its
Rule 24f-2 Notice for the fiscal year ending December 31, 1996 on February 28,
1997.

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

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IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE
(CHECK APPROPRIATE BOX)

/ / immediately upon filing pursuant to paragraph (b) of Rule 485

/ / on (date) pursuant to paragraph (b) of Rule 485

/X/ 60 days after filing pursuant to paragraph (a)(i) of Rule 485

/ / on (date) pursuant to paragraph (a)(i) of Rule 485

/ / 75 days after filing pursuant to paragraph (a)(ii) of Rule 485

IF APPROPRIATE, CHECK THE FOLLOWING BOX:

/ / This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

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CROSS REFERENCE SHEET
SHOWING LOCATION IN PART A (PROSPECTUS) AND PART B OF REGISTRATION
STATEMENT OF ADDITIONAL INFORMATION REQUIRED BY FORM N-4

ITEM OF FORM N-4 PROSPECTUS CAPTION
ITEM OF FORM N-4 PROSPECTUS CAPTION

1. Cover Page. . . . . . . . . . . . . . Cover Page
2. Definitions . . . . . . . . . . . . . Glossary
3. Synopsis. . . . . . . . . . . . . . . Highlights; Summary of Variable
Account Expenses
4. Condensed Financials. . . . . . . . . --
(a) Chart . . . . . . . . . . . . . . Not Applicable
(b) MM Yield . . . . . . . . . . . . Not Applicable
(c) Location of Others . . . . . . . Financial Statements
5. General. . . . . . . . . . . . . . . . --
(a) Depositor . . . . . . . . . . . . Glenbrook Life and Annuity Company
(b) Registrant . . . . . . . . . . . The Variable Account
(c) Portfolio Company . . . . . . . . The Funds; The STI Classic
Variable Trust; the Prime Money
Fund
(d) Fund Prospectus . . . . . . . . . The STI Classic Variable Trust;
The Prime Money Fund
(e) Voting Rights . . . . . . . . . . Voting Rights
(f) Administrators . . . . . . . . . Charges & Other Deductions
Contract Maintenance Charge
6. Deductions & Expenses . . . . . . . . Charges & Other Deductions
(a) General . . . . . . . . . . . . . Charges & Other Deductions
(b) Sales Load Percent . . . . . . . Withdrawal Charge
(c) Special Purchase Plans . . . . . Not Applicable
(d) Commissions . . . . . . . . . . . Distribution of the Contracts
(e) Expenses--Registrant . . . . . . Charges & Other Deductions
(f) Fund Expenses . . . . . . . . . . Summary of Variable Account
Expenses; Expenses of the Funds
(g) Organizational Expenses . . . . . Not Applicable
7. Contracts. . . . . . . . . . . . . . . --
(a) Persons with Rights . . . . . . . Benefits under the Contract;
Payout Start Date for Income
Payments; Voting Rights;
Assignments; Beneficiary
(b) (i) Allocation of Purchase Allocation of Purchase Payments
Payments . . . . . . . . . . . .
(ii) Transfers . . . . . . . . Transfers among portfolios
(iii) Exchanges . . . . . . . . Not Applicable
(c) Changes . . . . . . . . . . . . . Modification
(d) Inquiries . . . . . . . . . . . . Customer Inquiries
8. Annuity Period . . . . . . . . . . . . Payout Start Date for Income
Payments
(a) Material Factors . . . . . . . . Amount of Variable Annuity Income
Payments
(b) Dates . . . . . . . . . . . . . . Payout Start Date for Income
Payments
(c) Frequency, duration & level . . . Amount of Variable Annuity Income
Payments

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(d) AIR . . . . . . . . . . . . . . . Amount of Variable Annuity Income
Payments
(e) Minimum . . . . . . . . . . . . . Amount of Variable Annuity Income
Payments
(f) --Change Options . . . . . . . . Transfers among Portfolios
--Transfer . . . . . . . . . . . --
9. Death Benefit . . . . . . . . . . . . Death Benefit Payable; Death
Benefit Amount; Death Benefit
Payment Provisions
10. Purchases & Contract Value. . . . . . --
(a) Purchases . . . . . . . . . . . . Purchase of the Contracts:
Crediting of Purchase Payments
(b) Valuation . . . . . . . . . . . . Accumulation Units; Accumulation
Unit Value
(c) Daily Calculation . . . . . . . . Accumulation Units; Accumulation
Unit Value; Allocation of Purchase
Payments
(d) Underwriter . . . . . . . . . . . Distribution of the Contracts
11. Redemptions . . . . . . . . . . . . . --
(a) --By Owners . . . . . . . . . . . Withdrawals
(b) --By Annuitant . . . . . . . . . Income Plans
(c) Texas ORP . . . . . . . . . . . . Not Applicable
(d) Lapse . . . . . . . . . . . . . . Not Applicable
(e) Free Look . . . . . . . . . . . . Highlights
12. Taxes . . . . . . . . . . . . . . . . Federal Tax Matters
13. Legal Proceedings . . . . . . . . . . Not Applicable
14. SAI Contents . . . . . . . . . . . . . SAI Table of Contents
15. Cover Page . . . . . . . . . . . . . . Cover Page
16. Table of Contents. . . . . . . . . . . Table of Contents
17. General Information & History . . . . --
(a) Depositor's Name . . . . . . . . Glenbrook Life and Annuity Company
(b) Assets of Sub-account . . . . . . The Variable Account
(c) Control of Depositor . . . . . . Glenbrook Life and Annuity Company
18. Services . . . . . . . . . . . . . . . --
(a) Fees & Expenses of Registrant . . Contract Maintenance Charge
(b) Management Contracts . . . . . . Contract Maintenance Charge;
Distribution of the Contracts
(c) Custodian . . . . . . . . . . . . SAI: Safekeeping of the Variable
Account's Assets
Independent Public Accountant . . Experts
(d) Assets of Registrant . . . . . . SAI: Safekeeping of the Variable
Account Assets
(e) Affiliated Persons . . . . . . . Not Applicable
(f) Principal Underwriter . . . . . . Distribution of the Contracts
19. Purchase of Securities Being Offered --
(a) Offering . . . . . . . . . . . . SAI: Purchase of Contracts
(b) Sales load . . . . . . . . . . . SAI: Sales Commissions
20. Underwriters . . . . . . . . . . . . --
(a) Principal Underwriter . . . . . . Distribution of the Contracts
(b) Continuous offering . . . . . . . SAI: Purchase of Contracts
(c) Commissions . . . . . . . . . . . SAI: Sales Commissions;
(d) Unaffiliated Underwriters . . . . N/A
21. Calculation of Performance Data . . . SAI: Performance Data
22. Annuity Payments . . . . . . . . . . . Income Payments
23. Financial Statements . . . . . . . . . --
(a) Financial Statements of SAI: Variable Account Financial
Registrant . . . . . . . . . . . Statements

<PAGE>

(b) Financial Statements of Depositor Glenbrook Life and Annuity
. . . . . . . . . . . . . . . . Company
Financial Statements
24a. Financial Statements . . . . . . . . Part C. Financial Statements
24b. Exhibits . . . . . . . . . . . . . . Part C. Exhibits
25. Directors and Officers . . . . . . . Part C. Directors & Officers of
Depositor
26. Persons Controlled By or Under Part C. Persons Controlled by or
Common Control with Depositor or Under Common Control with
Registrant. . . . . . . . . . . . . . Depositor or Registrant
27. Number of Contract Owners . . . . . . Part C. Number of Contract Owners
28. Indemnification . . . . . . . . . . . Part C. Indemnification
29a. Relationship of Principal Underwriter Part C. Relationship of Principal
to Other Investment Companies . . . . Underwriter to Other Investment
Companies
29b. Principal Underwriters . . . . . . . Part C. Principal Underwriters

29c. Compensation of Underwriter . . . . . Part C. Compensation of Allstate
Life Financial Services, Inc.
30. Location of Accounts and Records . . Part C. Location of Accounts and
Records
31. Management Services . . . . . . . . . Part C. Management Services
32. Undertakings . . . . . . . . . . . . Part C. Undertakings
<PAGE>

GLENBROOK LIFE AND ANNUITY COMPANY VARIABLE ANNUITY ACCOUNT
OFFERED BY
GLENBROOK LIFE AND ANNUITY COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
1-800/453-6038
INDIVIDUAL FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACTS

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This prospectus describes the STI Classic Variable Annuity, an Individual
Flexible Premium Deferred Variable Annuity Contract ("Contract") designed to aid
you in long-term financial planning and which can be used for retirement
planning.

The Contracts are issued by Glenbrook Life and Annuity Company ("Company"), a
wholly owned subsidiary of Allstate Life Insurance Company. Purchase payments
for the Contracts will be allocated to a series of Variable Sub-accounts of the
Glenbrook Life and Annuity Company Variable Annuity Account ("Variable Account")
and/or to one or more of the Fixed Account Options funded through the Company's
general account.

The Variable Sub-accounts invest in shares of the STI Classic Variable Trust and
the Federated Prime Money Fund II (the "Funds"). The Funds have a total of five
portfolios available under the Contract. The STI Classic Variable Trust
portfolios include: (1) Investment Grade Bond; (2) Capital Growth; (3) Value
Income; (4) Mid-Cap Equity (previously known as the Aggressive Growth
portfolio); and (5) International Equity. The Federated Prime Money Fund II
(previously known as the Prime Money Fund) is a portfolio of Federated Insurance
Series that invests exclusively in money market instruments. The Fixed Account
Options include a Standard Fixed Account and a Guaranteed Maturity Amount Fixed
Account.

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

THE CONTRACTS MAY BE DISTRIBUTED THROUGH BROKER-DEALERS WHICH HAVE RELATIONSHIPS
WITH BANKS OR OTHER FINANCIAL INSTITUTIONS OR BY EMPLOYEES OF SUCH BANKS;
HOWEVER, THE CONTRACTS AND THE INVESTMENTS IN THE FUNDS ARE NOT DEPOSITS, OR
OBLIGATIONS OF, OR GUARANTEED BY SUCH INSTITUTIONS OR ANY FEDERAL REGULATORY
AGENCY. INVESTMENT IN THE CONTRACTS INVOLVE INVESTMENT RISKS, INCLUDING POSSIBLE
LOSS OF PRINCIPAL.

THESE CONTRACTS ARE NOT FDIC INSURED

The Company has prepared and filed a Statement of Additional Information dated
May 1, 1997 with the U.S. Securities and Exchange Commission. If you wish to
receive the Statement of Additional Information, you may obtain a free copy by
calling or writing the

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Company at the address above. For your convenience, an order form for the
Statement of Additional Information may be found on page B-2 of this prospectus.
Before ordering, you may wish to review the Table of Contents of the Statement
of Additional Information on page B-1 of this prospectus. The Statement of
Additional Information has been incorporated by reference into this prospectus.

This Prospectus is Valid Only When Accompanied or Preceded By A Current
Prospectus For the STI Classic Variable Trust and the Federated Prime Money
Fund II.

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

PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE

THE DATE OF THIS PROSPECTUS IS MAY 1, 1997.

The Contract is not available in all states.

At least once each Contract year, the Company will send the Owner an annual
statement that contains certain information pertinent to the individual Owner's
Contract. The annual statement details values and specific Contract data that
applies to each particular Contract. The annual statement does not contain
financial statements of the Company. The Company, however, is subject to the
informational requirements of the Securities Exchange Act of 1934 and in
accordance therewith files reports and other information with the Securities and
Exchange Commission. Reports and other information filed by the Company can be
inspected at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. Copies of such material can be
obtained from the Public Reference Section of the Commission, Washington, D.C.
20549 at prescribed rates.

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

<PAGE>

TABLE OF CONTENTS

PAGE
Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Summary of Variable Account Expenses . . . . . . . . . . . . . . . .
Condensed Financial Information. . . . . . . . . . . . . . . . . . .
Yield and Total Return Disclosure. . . . . . . . . . . . . . . . . .
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . .
Glenbrook Life and Annuity Company and the Variable Account. . . . .
Glenbrook Life and Annuity Company . . . . . . . . . . . . . . .
The Variable Account . . . . . . . . . . . . . . . . . . . . . .
The Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The STI Classic Variable Trust . . . . . . . . . . . . . . . . .
The Federated Prime Money Fund II, a Portfolio of Federated
Insurance Series . . . . . . . . . . . . . . . . . . . . . . . .
Investment Advisors for the Portfolios . . . . . . . . . . . . .
Fixed Account Options. . . . . . . . . . . . . . . . . . . . . . . .
The Standard Fixed Account . . . . . . . . . . . . . . . . . . .
The Guaranteed Maturity Amount Fixed Account . . . . . . . . . .
Example of Interest Crediting During the Guarantee Period. . . .
Withdrawals or Transfers . . . . . . . . . . . . . . . . . . . .
Market Value Adjustment. . . . . . . . . . . . . . . . . . . . .
Purchase of the Contracts. . . . . . . . . . . . . . . . . . . . . .
Purchase Payment Limits. . . . . . . . . . . . . . . . . . . . .
Free-Look Period . . . . . . . . . . . . . . . . . . . . . . . .
Crediting of Purchase Payments . . . . . . . . . . . . . . . . .
Allocation of Purchase Payments. . . . . . . . . . . . . . . . .
Accumulation Units . . . . . . . . . . . . . . . . . . . . . . .
Accumulation Unit Value. . . . . . . . . . . . . . . . . . . . .
Transfers Among Portfolios . . . . . . . . . . . . . . . . . . .
Dollar Cost Averaging. . . . . . . . . . . . . . . . . . . . . .
Automatic Portfolio Rebalancing. . . . . . . . . . . . . . . . .
Benefits Under the Contract. . . . . . . . . . . . . . . . . . . . .
Withdrawals. . . . . . . . . . . . . . . . . . . . . . . . . . .
Payout Start Date for Income Payments. . . . . . . . . . . . . .
Amount of Variable Account Income Payments . . . . . . . . . . .
Amount of Fixed Account Income Payments. . . . . . . . . . . . .
Income Plans . . . . . . . . . . . . . . . . . . . . . . . . . .
Death Benefit Payable. . . . . . . . . . . . . . . . . . . . . .
Death Benefit Amount . . . . . . . . . . . . . . . . . . . . . .
Death Benefit Payment Provisions . . . . . . . . . . . . . . . .
Charges and Other Deductions . . . . . . . . . . . . . . . . . . . .
Deductions from Purchase Payments. . . . . . . . . . . . . . . .
Withdrawal Charge (Contingent Deferred Sales Charge) . . . . . .
Contract Maintenance Charge. . . . . . . . . . . . . . . . . . .
Administrative Expense Charge. . . . . . . . . . . . . . . . . .
Mortality and Expense Risk Charge. . . . . . . . . . . . . . . .
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfer Charges . . . . . . . . . . . . . . . . . . . . . . . .
Fund Expenses. . . . . . . . . . . . . . . . . . . . . . . . . .
General Matters. . . . . . . . . . . . . . . . . . . . . . . . . . .

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Owner
Annuitant
Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assignments. . . . . . . . . . . . . . . . . . . . . . . . . . .
Delay of Payments. . . . . . . . . . . . . . . . . . . . . . . .
Modification . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer Inquiries . . . . . . . . . . . . . . . . . . . . . . .
Federal Tax Matters. . . . . . . . . . . . . . . . . . . . . . . . .
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxation of Annuities in General . . . . . . . . . . . . . . . .
Tax Referral . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Natural Owners . . . . . . . . . . . . . . . . . . . . . .
Diversification Requirements . . . . . . . . . . . . . . . . .
Investor Control . . . . . . . . . . . . . . . . . . . . . . .
Taxation of Partial and Full Withdrawals . . . . . . . . . . .
Taxation of Annuity Payments . . . . . . . . . . . . . . . . .
Taxation of Annuity Death Benefits . . . . . . . . . . . . . .
Penalty Tax on Premature Distributions . . . . . . . . . . . .
Aggregation of Annuity Contracts . . . . . . . . . . . . . . .
Tax Qualified Contracts. . . . . . . . . . . . . . . . . . . . .
Restrictions Under Section 403(b) Plans. . . . . . . . . . . .
Income Tax Withholding . . . . . . . . . . . . . . . . . . . . .
Distribution of the Contracts. . . . . . . . . . . . . . . . . . . .
Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data. . . . . . . . . . . . . . . . . . . . . . .
Management's Discussion and Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . . . . . . . . . . .
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Results of Operations. . . . . . . . . . . . . . . . . . . . . .
Financial Position . . . . . . . . . . . . . . . . . . . . . . .
Liquidity and Capital Resources. . . . . . . . . . . . . . . . .
Competition. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State and Federal Regulation . . . . . . . . . . . . . . . . . . . .
Executive Officers and Directors of the Company. . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . .
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . F-1
Statement of Additional Information: Table of Contents . . . . . . . B-1
Order Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-2
Appendix A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

<PAGE>

GLOSSARY

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

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

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

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

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

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

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

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

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

DEATH BENEFIT ANNIVERSARY -- Every seventh Contract Anniversary beginning on the
date that the Contract was issued. For example, the issue date, 7th and 14th
Contract Anniversaries are the first three Death Benefit Anniversaries.

ENHANCED DEATH BENEFIT - An additional death benefit option which can be
selected at the time the Contract is purchased.

FIXED ACCOUNT OPTIONS -- The Standard Fixed Account and the Guaranteed Maturity
Amount Fixed Account.

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

<PAGE>

GUARANTEED MATURITY AMOUNT FIXED SUB-ACCOUNTS -- These Sub-accounts are
distinguished by Guarantee Period(s) and the dates the period(s) begin. The
Guaranteed Maturity Amount Fixed Sub-accounts are established when purchase
payments are made and when previous Sub-accounts expire and a new Guarantee
Period is selected.

INCOME PLAN -- One of several ways in which a series of payments are made after
the Payout Start Date. Income payments are based on the Contract Value adjusted
by any applicable Market Value Adjustment and any applicable taxes on the Payout
Start Date. Under a Fixed Account option, the dollar amount of each income
payment does not change over time. Under a Variable Account option, the dollar
amount of each income payment may change over time, depending on the investment
experience of the Sub-account or Sub-accounts you choose.

INVESTMENT ALTERNATIVES -- The six Sub-accounts of the Variable Account and the
two Fixed Account Options constitute the eight Investment Alternatives.

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

OWNER(S)("YOU") -- The person or persons designated as the Owner in the
Contract.

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

SETTLEMENT VALUE - The amount payable in the event of a full withdrawal of the
Contract Value.

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

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

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

VARIABLE SUB-ACCOUNT -- A portion of the Variable Account invested in shares of
a Fund's portfolios. The investment performance of each Variable Sub-account is
linked directly to the investment performance of the portfolios.

<PAGE>

HIGHLIGHTS

THE CONTRACT

This Contract is designed for long-term financial planning and retirement
planning. Money can be allocated to any combination of the Funds' portfolios
and/or Fixed Account Options. You have access to your funds either through
withdrawals of Contract Value or through periodic income payments.

You bear the entire investment risk for Contract Values and income payments
based upon the Variable Account, because values will vary depending on the
investment performance of the portfolio(s) you select. See "Accumulation Unit
Value," page 18 and "Amount of Variable Account Income Payments," page 20.

You will also bear the investment risk of adverse changes in interest rates in
the event amounts are prematurely withdrawn or transferred from Sub-accounts of
the Guaranteed Maturity Amount Fixed Account. See "The Guaranteed Maturity
Amount Fixed Account," page 14.

FREE-LOOK

You may cancel the Contract any time within 20 days after receipt of the
Contract and receive a full refund of purchase payments allocated to the Fixed
Account Options. Unless a refund of purchase payments is required by state or
federal law, purchase payments allocated to the Variable Account will be
returned after an adjustment to reflect investment gain or loss that occurred
from the date of allocation through the date of cancellation. See "Free-Look
Period," page 17.

HOW TO INVEST

Your first purchase payment must be at least $3,000 (for qualified contracts,
$2,000). Subsequent purchase payments must be at least $50, See "Purchase
Payment Limits," page 17.

At the time of your application, you will allocate your purchase payment among
the Investment Alternatives. In certain states, all money allocated to
Sub-accounts of the Variable Account during the 30 day period following the
issue date will be invested in the Federated Prime Money Fund II during that
30 day period. On the 31st day, the Contract Value in the Federated Prime Money
Fund II will then be transferred to the Sub-account(s) you elected on the
application for the initial purchase payment and requested for any subsequent
purchase payment. In all other cases, the allocation you specify on the
application will be effective immediately. Please consult with your sales
representative for applicability of this requirement. All allocations must be in
whole percents from 0% to 100% (total allocation equals 100%) or in whole
dollars. Allocations may be changed by notifying the Company in writing. See
"Allocation of Purchase Payments," page 18.

INVESTMENT ALTERNATIVES

<PAGE>

The Variable Account invests in shares of the STI Classic Variable Trust and the
Federated Prime Money Fund II (the "Funds"). The Funds have a total of five
portfolios available under the Contract. The STI Classic Variable Trust
portfolios include: the Investment Grade Bond portfolio, the Capital Growth
portfolio, the Value Income Stock portfolio, the Mid-Cap Equity portfolio and
the International Equity portfolio. The Federated Prime Money Fund II is a
portfolio of Federated Insurance Series that invests exclusively in money market
instruments. The assets of each portfolio are held separately from the other
portfolios and each has distinct investment objectives and policies which are
described in the accompanying prospectuses for the Funds. In addition to the
Variable Account, Owners can also allocate all or part of their purchase
payments among two Fixed Account Options. See "Fixed Account Options," on
page 13.

TRANSFERS AMONG INVESTMENT ALTERNATIVES

Prior to the Payout Start Date, you may transfer amounts among the Investment
Alternatives. The Company reserves the right to assess a $10 charge on each
transfer in excess of 12 per Contract Year. The Company is presently waiving
this charge. Certain Fixed Account transfers may be restricted. See "Transfers
Among Portfolios," page 18.

You may want to enroll in a Dollar Cost Averaging Program or an Automatic
Portfolio Rebalancing Program. See "Dollar Cost Averaging," page 19, and
"Automatic Portfolio Rebalancing," page 19.

CHARGES AND DEDUCTIONS

The costs of the Contract include: a contract maintenance charge ($30 annually),
a mortality and expense risk charge (deducted daily, equal on an annual basis to
1.25% of the Contract's daily net assets of the Variable Account), and an
administrative expense charge (deducted daily, equal on an annual basis to .10%
of the Contract's daily net assets of the Variable Account). For Contracts with
the Enhanced Death Benefit provision, the mortality and expense risk charge will
be deducted daily, at a rate equal on an annual basis, to 1.35% of the daily net
assets in the Variable Account. The assessment of the additional .10% for the
Enhanced Death Benefit is attributed to the assumption of additional mortality
risks. The Company reserves the right to assess a transfer charge ($10 on each
transfer in excess of 12 per Contract Year). Additional deductions may be made
for certain taxes. See "Contract Maintenance Charge," page 24, "Mortality and
Expense Risk Charge," page 24, "Administrative Expense Charge," page 24,
"Transfer Charges," page 25, and "Taxes," page 25.

WITHDRAWALS

You may withdraw all or part of the Contract Value before the earliest of the
Payout Start Date, the death of any Owner or, if the Owner is not a natural
person, the death of the Annuitant. No withdrawal charges will be deducted on
amounts withdrawn up to 10% of the Contract Value on the date of the first
withdrawal in a Contract Year. Amounts

<PAGE>

withdrawn in excess of the 10% may be subject to a withdrawal charge of 0% to 7%
depending on how long the purchase payments have been invested in the Contract.
Amounts withdrawn from a Sub-account of the Guaranteed Maturity Amount Fixed
Account, except during the 30 day period after the Guarantee Period expires,
will be subject to a Market Value Adjustment. See "Withdrawals," page 20,
"Withdrawals or Transfers," page 16, and "Taxation of Annuities in General,"
page 26.

DEATH BENEFIT

The Company will pay a death benefit prior to the Payout Start Date on the death
of any Owner or, if the Owner is not a natural person, the death of the
Annuitant. See "Death Benefit Amount," page 22.

INCOME PAYMENTS

You will receive periodic income payments beginning on the Payout Start Date.
You may choose among several Income Plans to fit your needs. Income payments may
be received for a specified period or for life (either single or joint life),
with or without a guaranteed number of payments. You can select income payments
that are fixed, variable or a combination of fixed and variable. See "Income
Plans," page 21.

SUMMARY OF VARIABLE ACCOUNT EXPENSES

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

OWNER TRANSACTION EXPENSES (ALL SUB-ACCOUNTS)

Sales Load Imposed on Purchases (as a percentage
of purchase payments). . . . . . . . . . . . . . . . . . None
Contingent Deferred Sales Charge (as a percentage of
purchase payments) . . . . . . . . . . . . . . . . . . . *
APPLICABLE SALES
NUMBER OF COMPLETE YEARS SINCE PURCHASE CHARGE AS
PAYMENT BEING WITHDRAWN WAS MADE A PERCENTAGE
0 years. . . . . . . . . . . . . . . . . . . . . . . . 7%
1 year . . . . . . . . . . . . . . . . . . . . . . . . 6%
2 years. . . . . . . . . . . . . . . . . . . . . . . . 5%
3 years. . . . . . . . . . . . . . . . . . . . . . . . 4%
4 years. . . . . . . . . . . . . . . . . . . . . . . . 3%
5 years. . . . . . . . . . . . . . . . . . . . . . . . 2%
6 years. . . . . . . . . . . . . . . . . . . . . . . . 1%
7 years or more. . . . . . . . . . . . . . . . . . . . 0%
Transfer Fee . . . . . . . . . . . . . . . . . . . . . . **
Annual Contract Fee. . . . . . . . . . . . . . . . . . . $30***

<PAGE>

VARIABLE ACCOUNT ANNUAL EXPENSES (AS A PERCENTAGE OF THE CONTRACT'S AVERAGE
NET ASSETS IN THE VARIABLE ACCOUNT)
Mortality and Expense Risk Charge. . . . . . . . . . . . 1.35%****
Administrative Expense Charge. . . . . . . . . . . . . . .10%
Total Variable Account Annual Expenses . . . . . . . . . 1.45%****
- ------

* Each Contract Year up to 10% of the Contract Value on the date of the first
withdrawal may be withdrawn without a contingent deferred sales charge.
However, any applicable Market Value Adjustment determined as of the date
of withdrawal will apply.

** No charges will be imposed on the first 12 transfers in any Contract Year.
The Company reserves the right to assess a $10 charge for each transfer in
excess of 12 in any Contract Year, excluding transfers due to dollar cost
averaging and automatic portfolio rebalancing.

*** The annual Contract fee will be waived if total purchase payments as of a
Contract Anniversary or upon full withdrawal are $25,000 or more or if all
money is allocated to the Fixed Account Options.

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

FUND EXPENSES (NET OF VOLUNTARY REDUCTIONS AND REIMBURSEMENTS)(1)
(AS A PERCENTAGE OF FUND ASSETS)

ADVISORY OTHER TOTAL FUND
PORTFOLIO FEES EXPENSES ANNUAL EXPENSES
--------- -------- -------- ---------------
Federated Prime Money Fund II. . . .0% .80% .80%
Investment Grade Bond. . . . . . . .0% .75% .75%
Capital Growth . . . . . . . . . . .0% 1.15% 1.15%
Value Income Stock . . . . . . . . .0% .95% .95%
Mid-Cap Equity . . . . . . . . . . .0% 1.15% 1.15%
International Equity . . . . . . . .0% 1.60% 1.60%

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

(1) Absent voluntary reductions and reimbursements, advisory fees, other
expenses and total operating expenses expressed as a percentage of average net
assets of each Fund would be: Federated Prime Money Fund II -- .50%, 72.04% and
72.54%; Investment Grade Bond Fund -- .74%, 3.57% and 4.31%; Capital Growth
Fund -- 1.15%, 2.09% and 3.24%; Value Income Stock Fund -- .80%, 1.92% and
2.72%; Mid-Cap Equity Fund -- 1.15%, 2.84% and 3.99%; and International Equity
Fund - 1.25%, 4.88% and 6.13%. Fee reductions and reimbursements are voluntary
and may be terminated at any time after one year from the date of this
prospectus. To the extent the assets of the Funds increase over time, it is
anticipated that the operating expenses identified in this footnote will be
significantly reduced. Other expenses prior to reimbursements and waivers are
based on estimated amounts for the current fiscal year.

EXAMPLE

<PAGE>

You (the Owner) would pay the following cumulative expenses on a $1,000
investment, assuming a 5% annual return under the following circumstances:

If you terminate your Contract or annuitize for a specified period of less than
120 months at the end of the applicable time period:

(without Enhanced Death Benefit provision)
PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Federated Prime Money Fund II ................ $ $ $ $
Investment Grade Bond ........................ $ $ $ $
Capital Growth ............................... $ $ $ $
Value Income Stock ........................... $ $ $ $
Mid-Cap Equity ............................... $ $ $ $
International Equity ......................... $ $ $ $

<CAPTION>
(with Enhanced Death Benefit provision)
PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Federated Prime Money Fund II ................ $ $ $ $
Investment Grade Bond ........................ $ $ $ $
Capital Growth ............................... $ $ $ $
Value Income Stock ........................... $ $ $ $
Mid-Cap Equity ............................... $ $ $ $
International Equity ......................... $ $ $ $

If you do not terminate your Contract or if you annuitize for a
specified period of 120 months or more at the end of the applicable
time period:

<CAPTION>
(without Enhanced Death Benefit provision)
PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Federated Prime Money Fund II ................ $ $ $ $
Investment Grade Bond ........................ $ $ $ $
Capital Growth ............................... $ $ $ $
Value Income Stock ........................... $ $ $ $
Mid-Cap Equity ............................... $ $ $ $
International Equity ......................... $ $ $ $

THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSE. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The purpose
of the example is to assist you in understanding the various costs and
expenses that you will bear directly or indirectly. Premium taxes are not
reflected in the example but may be applicable.

<PAGE>

CONDENSED FINANCIAL INFORMATION

ACCUMULATION UNIT VALUE AND NUMBER
OF ACCUMULATION UNITS OUTSTANDING FOR
EACH SUB-ACCOUNT SINCE INCEPTION

FOR THE
YEARS BEGINNING
JANUARY 1 AND
ENDING DECEMBER 31
FEDERATED PRIME MONEY FUND II SUB-ACCOUNT 1995
Accumulation Unit Value, Beginning of Period . . . . . . . $10.000
Accumulation Unit Value, End of Period . . . . . . . . . . $10.052
Number of Units Outstanding, End of Period . . . . . . . . 132,650
INVESTMENT GRADE BOND SUB-ACCOUNT. . . . . . . . . . . . . .
Accumulation Unit Value, Beginning of Period . . . . . . . $10.000
Accumulation Unit Value, End of Period . . . . . . . . . . $10.336
Number of Units Outstanding, End of Period . . . . . . . . 40,503
CAPITAL GROWTH SUB-ACCOUNT . . . . . . . . . . . . . . . . .
Accumulation Unit Value, Beginning of Period . . . . . . . $10.000
Accumulation Unit Value, End of Period . . . . . . . . . . $10.661
Number of Units Outstanding, End of Period . . . . . . . . 103,697
VALUE INCOME STOCK SUB-ACCOUNT . . . . . . . . . . . . . . .
Accumulation Unit Value, Beginning of Period . . . . . . . $10.000
Accumulation Unit Value, End of Period . . . . . . . . . . $10.696
Number of Units Outstanding, End of Period . . . . . . . . 124,596
MID-CAP EQUITY SUB-ACCOUNT . . . . . . . . . . . . . . . . .
Accumulation Unit Value, Beginning of Period . . . . . . . $10.000
Accumulation Unit Value, End of Period . . . . . . . . . . $10.285
Number of Units Outstanding, End of Period . . . . . . . . 80,549
INTERNATIONAL EQUITY SUB-ACCOUNT . . . . . . . . . . . . . .
Accumulation Unit Value, Beginning of Period . . . . . . .
Accumulation Unit Value, End of Period . . . . . . . . . .
Number of Units Outstanding, End of Period . . . . . . . .

All Sub-Accounts commenced operations on October 6, 1995 except for the
International Equity Sub-Account which commenced operations on November 7, 1996.
The Accumulation Unit Values in this table reflect a Mortality and Expense Risk
Charge of 1.25% and an Administrative Expense Charge of 0.10%.

YIELD AND TOTAL RETURN DISCLOSURE

From time to time the Variable Account may advertise the yield and total return
investment performance of one or more of the Sub-accounts. Yield and
standardized total return advertisements include charges and expenses
attributable to the Contracts. Including these fees has the effect of decreasing
the advertised performance of a Sub-account, so

<PAGE>

that a Sub-account's investment performance will not be directly comparable to
that of an ordinary mutual fund.

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

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

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

The money market Sub-account (the Federated Prime Money Fund II) may advertise
its yield or effective yield. The yield refers to the income generated by an
investment in that Sub-account over a seven-day period. The income is then
annualized (i.e., the amount of income generated by the investment during that
week is assumed to be generated each week over a 52-week period and is shown as
a percentage of the investment). The effective yield is calculated similarly but
when annualized, the income earned by an investment in the money market
Sub-account (the Federated Prime Money Fund II) is assumed to be reinvested at
the end of each seven-day period. The effective yield will be slightly higher
than the yield because of the compounding effect of this assumed reinvestment
during a 52-week period.

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

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

<PAGE>

FINANCIAL STATEMENTS

The financial statements of Glenbrook Life and Annuity Company are on page F-1
of the prospectus. The financial statements of Glenbrook Life and Annuity
Company Variable Annuity Account are found in the Statement of Additional
Information, which is incorporated by reference into this prospectus and which
is available upon request. (See order form on page B-2)

GLENBROOK LIFE AND ANNUITY COMPANY AND THE VARIABLE ACCOUNT

GLENBROOK LIFE AND ANNUITY COMPANY

The Company is the issuer of the Contract. The Company is a stock life insurance
company which was organized under the insurance laws of the State of Illinois in
1992. The Company was originally organized under the laws of the State of
Indiana in 1965. From 1965 to 1983 the Company was known as "United Standard
Life Assurance Company" and from 1983 to 1992 the Company was known as "William
Penn Life Assurance Company of America." The Company is currently licensed to
operate in the District of Columbia and all states except New York. The Company
intends to market the Contract in those jurisdictions in which it is licensed to
operate and which SunTrust Banks, Inc., through its banking subsidiaries,
conducts business. The Company's home office is located at 3100 Sanders Road,
Northbrook, Illinois, 60062.

The Company is a wholly-owned subsidiary of Allstate Life Insurance Company
("Allstate Life"), a stock life insurance company incorporated under the laws of
the State of Illinois. Allstate Life is a wholly-owned subsidiary of Allstate
Insurance Company ("Allstate"), a stock property-liability insurance company
incorporated under the laws of Illinois. All of the outstanding capital stock of
Allstate is owned by The Allstate Corporation ("Corporation"). In June 1995,
Sears, Roebuck and Co. ("Sears") distributed in a tax-free dividend to its
stockholders its remaining 80.3% ownership in the Corporation. As a result of
the distribution, Sears no longer has an ownership interest in the Corporation.

The Company and Allstate Life entered into a reinsurance agreement, effective
June 5, 1992. Under the reinsurance agreement, fixed account purchase payments
are automatically transferred to Allstate Life and become invested with the
assets of Allstate Life, and Allstate Life accepts 100% of the liability under
such contracts. However, the obligations of Allstate Life under the reinsurance
agreement are to the Company; the Company remains the sole obligor under the
Contract to the Owners.

THE VARIABLE ACCOUNT

<PAGE>

Established on December 15, 1992, the Glenbrook Life and Annuity Company
Variable Annuity Account is a unit investment trust registered with the
Securities and Exchange Commission under the Investment Company Act of 1940.
However, such registration does not signify that the Commission supervises the
management or investment practices or policies of the Variable Account. The
investment performance of the Variable Account is entirely independent of both
the investment performance of the Company's general account and the performance
of any other separate account.

The Variable Account has been divided into five Sub-accounts, each of which
invests solely in its corresponding portfolio of the STI Classic Variable Trust
and Federated Prime Money Fund II. Additional Variable Sub-accounts may be added
at the discretion of the Company. The Variable Account also funds other
contracts issued by the Company, which are separately accounted for.

The assets of the Variable Account are held separately from the other assets of
the Company. They are not chargeable with liabilities incurred in the Company's
other business operations. Accordingly, the income, capital gains and capital
losses, realized or unrealized, incurred on the assets of the Variable Account
are credited to or charged against the assets of the Variable Account, without
regard to the income, capital gains or capital losses arising out of any other
business the Company may conduct. The Company's obligations arising under the
Contracts are general corporate obligations of the Company. The Variable Account
may be subject to liabilities arising from Sub-accounts whose assets are
attributable to other variable contracts offered by the Variable Account which
are not described in this prospectus.

THE FUNDS

The Variable Account will invest in shares of the STI Classic Variable Trust and
the Federated Prime Money Fund II (the "Funds"). The Funds are registered with
the Securities and Exchange Commission as open-end, diversified management
investment companies. Registration of the Funds does not involve supervision of
its management, investment practices or policies by the Securities and Exchange
Commission. The Funds are designed to provide investment vehicles for variable
insurance contracts of various insurance companies, in addition to the Variable
Account.

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

THE STI CLASSIC VARIABLE TRUST

<PAGE>

The STI Classic Variable Trust offers four portfolios for use with this
Contract: the Investment Grade Bond portfolio, the Capital Growth portfolio, the
Value Income Stock portfolio and the Mid-Cap Equity portfolio. Each portfolio
has different investment objectives and policies and operates as a separate
investment fund.

The Investment Grade Bond portfolio seeks to provide as high a level of total
return through current income and capital appreciation as is consistent with the
preservation of capital primarily through investment in investment grade fixed
income securities.

The Capital Growth portfolio seeks to provide capital appreciation by investing
primarily in a portfolio of common stocks, warrants and securities convertible
into common stock which in the advisor's opinion are undervalued in the
marketplace at the time of purchase.

The Value Income Stock portfolio seeks to provide current income with the
secondary goal of achieving capital appreciation by investing primarily in
equity securities.

The Mid-Cap Equity portfolio seeks to provide capital appreciation by investing
primarily in a diversified portfolio of common stocks, preferred stocks and
securities convertible into common stock of small to mid-sized companies with
above-average growth of earnings. Current income will not be an important
criterion of investment selection and any such income should be considered
incidental.

The International Equity portfolio seeks to provide long term capital
appreciation by investing primarily in a diversified portfolio of equity
securities of foreign issuers.

THE FEDERATED PRIME MONEY FUND II, A PORTFOLIO OF FEDERATED INSURANCE SERIES

The investment objective of the Federated Prime Money Fund II is to provide
current income consistent with the stability of principal and liquidity by
investing exclusively in a portfolio of money market instruments maturing in 397
days or less.

The Federated Prime Money Fund II attempts to maintain a stable net asset value
of $1.00 per share; however, an investment in the Fund is neither insured nor
guaranteed by the U.S. government, and there can be no assurance that the
portfolio will maintain a stable $1.00 per share price.

INVESTMENT ADVISORS FOR THE PORTFOLIOS

STI Capital Management, N.A. ("STI Capital") serves as advisor to the Investment
Grade Bond, Capital Growth, Value Income Stock, Mid-Cap Equity, and
International Equity portfolios. STI Capital is an indirect wholly-owned
subsidiary of SunTrust Banks, Inc. ("SunTrust"), a

<PAGE>

southeastern regional bank holding company with assets of $__ billion as of
December 31, 1996.

STI Capital, as advisor, makes the investment decisions for the assets of the
portfolios it advises and continuously reviews, supervises and administers the
respective portfolio's investment program. STI Capital charges the portfolios an
investment management fee. These fees are part of the portfolios' operating
expenses. See the attached prospectus for the STI Classic Variable Trust for a
discussion of the Fund's expenses.

The investment advisor for the Federated Prime Money Fund II is Federated
Advisers.

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

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

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

FIXED ACCOUNT OPTIONS

THE STANDARD FIXED ACCOUNT

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

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

<PAGE>

Money allocated to the Standard Fixed Account earns interest for a one year
period at the current rate in effect at the time of allocation. After the one
year period, a renewal rate will be declared. Subsequent renewal dates will be
every twelve months for each payment or transfer. The renewal interest rate will
be guaranteed by us for a full year and will not be less than the minimum
guaranteed rate found in the Contract.

We may declare more than one interest rate for different monies based upon the
date of allocation to the Standard Fixed Account. For current interest rate
information, please contact your sales representative or the Company's customer
support unit at 1-800/453-6038.

Any interest credited to amounts allocated to the Standard Fixed Account in
excess of the guaranteed rate found in the Contract will be determined at the
sole discretion of the Company.

Amounts may be transferred from the Sub-accounts of the Variable Account to the
Standard Fixed Account, and prior to the Payout Start Date, amounts may also be
transferred from the Standard Fixed Account to any other Investment Alternative.

The maximum amount in any Contract Year which may be transferred from the
Standard Fixed Account to any other Investment Alternative is limited to the
greater of (1) 25% of the value in the Standard Fixed Account as of the most
recent Contract Anniversary; if 25% of the value as of the most recent Contract
Anniversary is less than $1,000, then up to $1,000 may be transferred; or (2)
25% of the sum of all purchase payments and transfers to the Standard Fixed
Account as of the most recent Contract Anniversary.

After the Payout Start Date no transfers may be made from the Fixed Account
Options. Transfers from the Variable Account to the Standard Fixed Account may
not be made for six months after the Payout Start Date and may be made
thereafter only once every six months.

Full and partial withdrawals from the Standard Fixed Account may be delayed for
up to six months.

THE GUARANTEED MATURITY AMOUNT FIXED ACCOUNT

Purchase payments and transfers allocated to one or more of the Sub-accounts of
the Guaranteed Maturity Amount Fixed Account become part of the general account
of the Company. Each Sub-account offers a separate interest rate Guarantee
Period. Guarantee Periods will be offered at the Company's discretion and may
range from one to ten years. Presently, the Company offers Guarantee Periods of
three, five, seven and ten years. The Owner must select the Sub-account(s) in
which to allocate each purchase payment and transfer. No less than $50 may be
allocated to any one Sub-account. The Company reserves the right to limit the
number of additional purchase payments.

<PAGE>

Interest is credited daily to each Sub-account at a rate which compounds to
the effective annual interest rate declared for each Sub-account's
Guarantee Period that has been selected. The effective annual interest rate
will never be less than the minimum guaranteed rate, as found in the
Contract.

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

EXAMPLE OF INTEREST CREDITING DURING THE GUARANTEE PERIOD

Purchase Payment:. . . . . . . . . . . . . . . . . . . . . $10,000.00
Guarantee Period:. . . . . . . . . . . . . . . . . . . . . 5 years
Effective Annual Rate: . . . . . . . . . . . . . . . . . . 4.50%

END OF CONTRACT YEAR:

YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Beginning Sub-Account Value $10,000.00
x (1 + Effective Annual Rate) 1.0450
----------
$10,490.00
Sub-Account Value at end of Contract $10,490.00
year 1 x (1 + Effective Annual Rate) 1.0450
----------
$10,920.25
Sub-Account Value at end of Contract $10,920.25
year 2 x (1 + Effective Annual Rate) 1.0450
----------
$11,411.66
Sub-Account Value at end of Contract $11,411.66
year 3 x (1 + Effective Annual Rate) 1.0450
----------
$11,925.19
Sub-Account Value at end of Contract $11,925.19
year 4 x (1 + Effective Annual Rate) 1.0450
----------
Sub-Account Value at end of Guarantee
Period: $12,461.82
----------
----------

TOTAL INTEREST CREDITED IN GUARANTEE PERIOD: $2,461.82 ($12,461.82 - $10,000.00)

</TABLE>

<PAGE>

NOTE: The above illustration assumes no withdrawals of any amount during the
entire five year period. A Market Value Adjustment would apply to any such
interim withdrawal. A withdrawal charge may apply to any amount withdrawn in
excess of 10% of the Contract Value on the date of the first withdrawal in a
Contract Year. The hypothetical interest rate is for illustrative purposes only
and is not intended to predict future interest rates to be declared under the
Contract. Actual interest rates declared for any given Guarantee Period may be
more or less than shown above but will never be less than the guaranteed minimum
rate as found in the Contract.

The Company has no specific formula for determining the rate of interest that it
will declare initially or in the future. Such interest rates will be reflective
of investment returns available at the time of the determination. In addition,
the management of the Company may also consider various other factors in
determining interest rates, including regulatory and tax requirements, sales
commissions and administrative expenses borne by the Company, general economic
trends, and competitive factors. For current interest rate information, please
contact your sales representative or the Company's customer support unit at
1-800/453-6038.

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

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

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

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

- notify the Company to apply the Sub-account value to the Standard
Fixed Account to be established on the day the Guarantee Period expired; or

- notify the Company to apply the Sub-account value to any Sub-accounts
of the Variable Account on the day we receive the notification.

- receive a portion of the Sub-account value or the entire Sub-account
value through a partial or full withdrawal that is not subject to a Market Value
Adjustment. In this case, the Sub-Account will be deemed to have been renewed
for the same Guarantee Period as the one that just expired with current interest
credited from the date the Guarantee Period expired.

<PAGE>

The Automatic Laddering Program allows the Owner to choose, in advance, one
renewal Guarantee Period for all renewing Sub-accounts. The Owner can select the
Automatic Laddering Program at any time during the accumulation phase, including
on the issue date. The Automatic Laddering Program will continue until the Owner
gives written notice to the Company.

WITHDRAWALS OR TRANSFERS

All withdrawals and transfers, from a Sub-account of the Guaranteed Maturity
Amount Fixed Account other than during the 30 day period after a Guarantee
Period expires are subject to a Market Value Adjustment.

The main component in determining the amount received by the Owner is the amount
which was requested; however, there may be adjustments to the requested amount.
A withdrawal charge may reduce the amount received. A Market Value Adjustment
may apply which would reduce or increase the amount received. Premium taxes and
federal income tax withholding may also apply which would reduce the amount
received.

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

Amounts may be transferred from the Sub-accounts of the Variable Account to the
Guaranteed Maturity Amount Fixed Account, and prior to the Payout Start Date,
amounts may also be transferred from the Guaranteed Maturity Amount Fixed
Account to any other Investment Alternative.

After the Payout Start Date no transfers may be made from the Fixed Account
Options. Transfers from the Variable Account to the Guaranteed Maturity Amount
Fixed Account may not be made for six months after the Payout Start Date and may
be made thereafter only once every six months.

Full and partial withdrawals from the Guaranteed Maturity Amount Fixed Account
may be delayed for up to six months.

MARKET VALUE ADJUSTMENT

The Market Value Adjustment reflects the relationship between (1) the current
effective annual interest rate for the time remaining in the Guarantee Period at
the time of the request for withdrawal or transfer, and (2) the effective annual
interest rate guaranteed for that Sub-account. Since current interest rates are
based, in part, upon investment yields available at the time, the effect of the
Market Value Adjustment will be closely related to the levels of such yields. As
such, the Owner bears some investment risk under the Contract.

<PAGE>

It is possible, therefore, that should investment yields increase significantly
from the time the purchase payment was made, the Market Value Adjustment,
withdrawal charge, premium taxes and withholding (if applicable), would reduce
the amount received by the Owner upon full withdrawal of the Contract Value to
an amount that is less than the purchase payment plus interest at the minimum
guaranteed interest rate under the Contract.

Generally, if the effective annual interest rate for the Guarantee Period is
lower than the applicable current effective annual interest rate (interest rate
for a period equal to the time remaining in the Sub-account), then the Market
Value Adjustment will result in a lower amount payable to the Owner. Similarly,
if the effective annual interest rate for the Guarantee Period is higher than
the applicable current effective annual interest rate, then the Market Value
Adjustment will result in a higher amount payable to the Owner.

For example, assume the Owner purchases a Contract and selects an initial
Guarantee Period of five years and the Company's effective annual rate for that
duration is 4.50%. Assume that at the end of 3 years, the Owner makes a partial
withdrawal. If, at that later time, the current interest rate for a 2 year
Guarantee Period is 4.00%, then the Market Value Adjustment will be positive,
which will result in an increase in the amount payable to the Owner. Similarly,
if the current interest rate for the 2 year Guarantee Period is 5.00%, then the
Market Value Adjustment will be negative, which will result in a decrease in the
amount payable to the Owner.

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

PURCHASE OF THE CONTRACTS

PURCHASE PAYMENT LIMITS

Your first purchase payment must be at least $3,000 unless the Contract is a
qualified Contract, in which case the first purchase payment must be at least
$2,000. All subsequent purchase payments must be $50 or more and may be made at
any time prior to the earlier of the Payout Start Date or your 86th birthday.
Subsequent purchase payments may also be made from your bank account by
automatic transfer.

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

FREE-LOOK PERIOD

<PAGE>

You may cancel the Contract any time within 20 days after receipt of the
Contract and receive a full refund of purchase payments allocated to any Fixed
Account Option. Unless a refund of purchase payments is required by state or
federal law, purchase payments allocated to the Variable Account will be
returned after an adjustment to reflect investment gain or loss that occurred
from the date of allocation through the date of cancellation. In states where
this procedure has been approved, all money allocated to Sub-accounts of the
Variable Account during the 30 day period following the issue date will be
immediately invested in the Federated Prime Money Fund II during that 30 day
period, after which it will be allocated pursuant to your allocation
instructions. In such cases, the amount returned upon cancellation within 20
days after receipt of the Contract is the greater of the purchase payment or the
Contract Value.

CREDITING OF PURCHASE PAYMENTS

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

ALLOCATION OF PURCHASE PAYMENTS

On the application, you instruct us how to allocate the purchase payment among
the seven Investment Alternatives. Purchase payments may be allocated in whole
percents, from 0% to 100% (total allocation equals 100%) or in exact dollar
amounts, to any Investment Alternative. Unless you notify us in writing
otherwise, subsequent purchase payments are allocated according to the
allocation for the previous purchase payment.

ACCUMULATION UNITS

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

For a brief summary of how purchase payments allocated to the Fixed Account are
credited to the Contract, see "Fixed Account Options" on page 13.

<PAGE>

ACCUMULATION UNIT VALUE

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

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

TRANSFERS AMONG PORTFOLIOS

Prior to the Payout Start Date, you may transfer amounts among Investment
Alternatives. The Company reserves the right to assess a $10 charge on each
transfer in excess of 12 per Contract Year. Transfers to or from more than one
fund on the same day are treated as one transfer. The Company is presently
waiving this charge. Transfers among Variable Sub-accounts before the Payout
Start Date may be made at any time. See "Withdrawals or Transfers," page 16 for
the requirements on transfers from the Fixed Account.

After the Payout Start Date, transfers among Sub-accounts of the Variable
Account, or from the Variable Account to the Fixed Account may be made only once
every six months and may not be made during the first six months following the
Payout Start Date. After the Payout Start Date, transfers from the Fixed Account
Options are not allowed.

Transfers may be made pursuant to telephone instructions if the Owner completes
the telephone authorization form on the application or another form provided by
the Company. Telephone transfer requests will be accepted by the Company if
received at 1-800/453-6038 by 3:00 p.m., Central Time. Telephone transfer
requests received at any other telephone number or after 3:00 p.m., Central Time
will not be accepted by the Company. Telephone transfer requests received before
3:00 p.m., Central Time are effected at the next computed value. If telephone
transfers are not authorized, transfer requests must be in writing, on a form
provided by the Company. The Company utilizes procedures which the Company
believes will provide reasonable assurance that telephone authorized transfers
are genuine. Such procedures include taping of telephone conversations with
persons purporting to authorize such transfers and requesting identifying
information from such persons. Accordingly, the Company disclaims any liability
for losses resulting

<PAGE>

from such transfers by reason of their allegedly not having been properly
authorized. However, if the Company does not take reasonable steps to help
ensure that such authorizations are valid, the Company may be liable for such
losses.

The Company reserves the right to waive the transfer restrictions.

DOLLAR COST AVERAGING

Transfers may be made automatically through Dollar Cost Averaging prior to the
Payout Start Date. Dollar Cost Averaging permits the Owner to transfer a
specified amount every month from any Sub-account of the Variable Account or
from the Standard Fixed Account, to any other Sub-account of the Variable
Account. Dollar Cost Averaging cannot be used to transfer amounts to the Fixed
Account. Transfers made through Dollar Cost Averaging are not assessed a $10
charge and are not included in the 12 free transfers per Contract Year.

The theory of Dollar Cost Averaging is that, if purchases of equal dollar
amounts are made at fluctuating prices, the aggregate average cost per unit will
be less than the average of the unit prices on the same purchase dates. However,
participation in the Dollar Cost Averaging program does not assure you of a
greater profit from your purchases under the program; nor will it prevent or
alleviate losses in a declining market.

AUTOMATIC PORTFOLIO REBALANCING

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

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

Transfers made through Automatic Portfolio Rebalancing are not assessed a $10
charge and are not included in the 12 free transfers per Contract Year.

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

<PAGE>

BENEFITS UNDER THE CONTRACT

WITHDRAWALS

You may withdraw all or part of the Contract Value at any time prior to the
earlier of the death of the Owner (the Annuitant if the Owner is not a natural
person) or the Payout Start Date. The amount available for withdrawal is the
Contract Value next computed after the Company receives the request for a
withdrawal at its home office, adjusted by any Market Value Adjustment, less any
withdrawal charges, contract maintenance charges and any premium taxes.
Withdrawals from the Variable Account will be paid within seven days of receipt
of the request, subject to postponement in certain circumstances. See "Delay of
Payments," page 25.

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

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

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

Withdrawals and surrenders may be subject to income tax and a 10% tax penalty.
This tax is explained in "Federal Tax Matters," on page 26.

After the Payout Start Date, withdrawals are only permitted when you are
receiving payments from the Variable Account under an Income Plan with
Guaranteed Payments for a Specified Period. In that case, you may terminate the
Variable Account portion of the income payments at any time.

PAYOUT START DATE FOR INCOME PAYMENTS

The Payout Start Date is the day that income payments will start under the
Contract. You may change the Payout Start Date at any time by

<PAGE>

notifying the Company in writing of the change at least 30 days before the
scheduled Payout Start Date. The Payout Start Date must be (a) at least one
month after the Issue Date; and (b) no later than the day the Annuitant reaches
age 90, or the 10th Contract Anniversary, if later.

AMOUNT OF VARIABLE ACCOUNT INCOME PAYMENTS

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

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

If the actual net investment experience of the Variable Account is less than the
assumed investment rate, then the dollar amount of the income payments will
decrease. The dollar amount of the income payments will stay level if the net
investment experience equals the assumed investment rate and the dollar amount
of the income payments will increase if the net investment experience exceeds
the assumed investment rate. For purposes of the Variable Account income
payments, the assumed investment rate is 3 percent.

AMOUNT OF FIXED ACCOUNT INCOME PAYMENTS

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

INCOME PLANS

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

<PAGE>

given, in consultation with legal counsel, to the impact of NORRIS on any such
plan before making any contributions under these Contracts.

The Income Plan option selected will affect the dollar amount of each income
payment. For example, if an Income Plan Guaranteed for Life is chosen, the
income payments will be greater than income payments under an Income Plan for a
Minimum Specified Period and guaranteed thereafter for life.

You may elect income payments based on any Fixed Account Option and/or the
Variable Account. The Owner may change the Income Plan until 30 days before the
Payout Start Date. If an Income Plan is chosen which depends on the Annuitant or
Joint Annuitant's life, proof of age will be required before income payments
begin. Applicable premium taxes will be assessed. The Income Plans include:

INCOME PLAN 1 -- LIFE INCOME WITH GUARANTEED PAYMENTS

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

INCOME PLAN 2 -- JOINT AND SURVIVOR LIFE INCOME WITH GUARANTEED
PAYMENTS

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

INCOME PLAN 3 -- GUARANTEED PAYMENTS FOR A SPECIFIED PERIOD

The Company will make payments for a specified period beginning on the
Payout Start Date. These payments do not depend on the Annuitant's life.

The number of months guaranteed may be from 60 to 360. The mortality and expense
risk charge will be deducted from Variable Account payments even though the
Company does not bear any mortality risk under the Income Plan chosen. If Income
Plan 3 is chosen and the proceeds are derived from the Variable Account, you may
terminate the Contract at any time by notifying the Company in writing and you
will receive the Contract Value within seven days; however, a withdrawal charge
may apply if this occurs.

In the event that an Income Plan is not selected, the Company will make income
payments in accordance with Income Plan 1 with Guaranteed Payments for 120
Months. At the Company's discretion, other Income Plans may be available upon
request. The Company currently uses sex-distinct annuity tables. However, if
legislation is passed by

<PAGE>

Congress or the states, the Company reserves the right to use income payment
tables which do not distinguish on the basis of sex. Special rules and
limitations may apply to certain qualified contracts.

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

DEATH BENEFIT PAYABLE

We will pay a death benefit prior to the Payout Start Date on the death of any
Owner or, if the Owner is not a natural person, the death of the Annuitant. The
death benefit is paid to the Owner as determined immediately after the death.
This would be a surviving joint Owner or, if none, the Beneficiary.

If the Annuitant and Joint Annuitant, if applicable, die after the Payout Start
Date, the Company will continue to pay the remainder of any guaranteed payments
to the Owner.

DEATH BENEFIT AMOUNT

THE FOLLOWING INFORMATION IS APPLICABLE TO CONTRACTS ISSUED PRIOR TO MAY 1,
1997:

Prior to the Payout Start Date, the death benefit before any Market Value
Adjustment is equal to the greater of:

(a) the Contract Value as of the date the Company receives a complete
request for payment of the death benefit, or

(b) for each previous Death Benefit Anniversary, the Contract Value at
that anniversary; plus any purchase payments made since that
anniversary; minus any amounts the Company paid the Owner (including
income tax we withheld from you) since that anniversary.

The death benefit will be adjusted by any applicable Market Value Adjustment as
of the date the Company determines the death benefit. The death benefit will
never be less than the sum of all purchase payments less any amounts previously
paid to the Owner (including income tax withholding).

<PAGE>

THE FOLLOWING INFORMATION IS APPLICABLE TO CONTRACTS ISSUED ON OR AFTER MAY 1,
1997:

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

(a) the Contract Value as of the date the Company receives a complete
request for payment of the death benefit, or

(b) the Settlement Value on the date the Company receives a complete
request for payment of the death benefit, or

(c) the Contract Value on each Death Benefit Anniversary prior to the date
the Company receives a complete request for payment of the death
benefit, increased by purchase payments made since that Death Benefit
Anniversary and reduced by an adjustment for any partial withdrawals
since that Death Benefit Anniversary.

The adjustment is equal to (a) divided by (b) and the result multiplied by
(c) where:
(a) is the withdrawal amount
(b) is the Contract Value immediately prior to the withdrawal, and
(c) is the Contract Value on the Death Benefit Anniversary adjusted
by any prior purchase payments or withdrawals made since that
Anniversary.

A Death Benefit Anniversary is every seventh Contract Anniversary beginning
with the issue date. For example, the issue date, 7th and 14th Contract
Anniversaries are the first three Death Benefit Anniversaries. Death
Benefit Anniversary values will be calculated until the oldest Owner, or
the Annuitant if the Owner is not a natural person, attains age 80.

For Contracts with the Enhanced Death Benefit option, the death benefit
will be the greatest of (a) through (c) above or (d) the Enhanced Death
Benefit.

The Enhanced Death Benefit option is:

The greatest of the Anniversary Values as of the date we determine the
death benefit. The Anniversary Value is equal to the Contract Value on a
Contract Anniversary, increased by purchase payments made since that
anniversary and reduced by an adjustment for any partial withdrawals since
that anniversary.

The adjustment is equal to (a) divided by (b), and the result is multiplied
by (c) where:

(a) is the withdrawal amount.

<PAGE>

(b) is the Contract Value immediately prior to the withdrawal.

(c) is the Contract Value on that Contract Anniversary adjusted by
any prior purchase payments and withdrawals since that Contract
Anniversary.

Anniversary values will be calculated for each Contract Anniversary prior
to the oldest Owner's or the Annuitant's, if the Owner is not a natural
person, 80th birthday. The Enhanced Death Benefit Option will never be
greater than the maximum death benefit allowed by any non-forfeiture laws
which govern the Contract.

DEATH BENEFIT PAYMENT PROVISIONS

THE FOLLOWING INFORMATION IS APPLICABLE TO CONTRACTS ISSUED PRIOR TO MAY 1,
1997:

The Owner eligible to receive death benefits has the following options:

1. If the Owner eligible to receive the death benefit is not a natural person,
then the Owner must receive the death benefit in a lump sum within five years of
the Date of Death.

2. Otherwise, within 60 days of the date when the death benefit is calculated,
the Owner may elect to receive the death benefit under an Income Plan or in a
lump sum.

Payments from the Income Plan must begin within one-year of the Date of
Death and must be payable throughout:

- the life of the Owner; or

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

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

Any death benefit payable in a lump sum must be paid within five years of
the date of death. If no election is made, funds will be distributed at the end
of the five year period.

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

<PAGE>

THE FOLLOWING INFORMATION IS APPLICABLE TO CONTRACTS ISSUED ON OR AFTER MAY 1,
1997:

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

- - any Owner dies; or

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

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

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

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

- the life of the Owner; or

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

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

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

CHARGES AND OTHER DEDUCTIONS

DEDUCTIONS FROM PURCHASE PAYMENTS

<PAGE>

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

WITHDRAWAL CHARGE (CONTINGENT DEFERRED SALES CHARGE)

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

There are no withdrawal charges on amounts withdrawn up to 10% of the Contract
Value on the date of the first withdrawal in a Contract Year. Amounts withdrawn
in excess of this may be subject to a withdrawal charge. Amounts not subject to
a withdrawal charge and not withdrawn in a Contract Year are not carried over to
later Contract Years. Withdrawal charges, if applicable, will be deducted from
the amount paid.

Free withdrawals and other partial withdrawals will be allocated on a first in,
first out basis to purchase payments. For purposes of calculating the amount of
the withdrawal charge, withdrawals are assumed to come from purchase payments
first, beginning with the oldest payment. Withdrawals made after all purchase
payments have been withdrawn, will not be subject to a withdrawal charge. For
partial withdrawals, the amount of payment received by the Owner, any withdrawal
charge, any applicable taxes and any Market Value Adjustment, will be deducted
from the Contract Value.

Withdrawal charges will be applied to amounts withdrawn in excess of 10% of the
Contract Value as set forth below:

COMPLETE YEARS SINCE
PURCHASE PAYMENT BEING APPLICABLE WITHDRAWAL
WITHDRAWN WAS MADE CHARGE PERCENTAGE
---------------------- ---------------------
0 years 7%

1 year 6%

2 years 5%

3 years 4%

4 years 3%

5 years 2%

6 years 1%

7 Years or more 0%

<PAGE>

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

In addition, federal and state income tax may be withheld from withdrawal
amounts. Certain terminations may also be subject to a federal tax penalty. See
"Federal Tax Matters," page 26.

The Company will waive any withdrawal charge prior to the Payout Start Date if
at least 30 days after the Contract Date any Owner (or Annuitant if the Owner is
not a natural person) 1) is first confined to a long term care facility or
hospital for at least 90 consecutive days, confinement is prescribed by a
physician and is medically necessary, and the request for a withdrawal and
adequate written proof of confinement are received by us no later than 90 days
after discharge; or, 2) is first diagnosed by a physician as having a terminal
illness and a request for a withdrawal and adequate proof of diagnosis are
received by us. In addition, the withdrawal charge will be waived on withdrawals
taken to satisfy IRS Required Minimum Distribution Rules for this Contract.

You may also request a one time waiver of withdrawal charges on a partial or
full withdrawal if (a) You become unemployed at least one year past the issue
date of the Contract; (b) You receive unemployment compensation for at least 30
straight days as a result of that unemployment; and (c) this benefit is
exercised within 180 days of Your initial receipt of unemployment compensation.
Please see Your Contract for additional details.

CONTRACT MAINTENANCE CHARGE

A contract maintenance charge is deducted annually from the Contract Value to
reimburse the Company for its actual costs in maintaining each Contract and the
Variable Account. The Company guarantees that the amount of this charge will not
exceed $30 per Contract Year over the life of the Contract. This charge will be
waived if the total purchase payments are $25,000 or more or if all money is
allocated to the Fixed Account Options on the Contract Anniversary.

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

Prior to the Payout Start Date, on each Contract Anniversary, the contract
maintenance charge will be deducted from each Sub-account of the Variable
Account in the same proportion that the Owner's value in each bears to the total
value in all Sub-accounts of the Variable

<PAGE>

Account. After the Payout Start Date, a pro rata share of the annual contract
maintenance charge will be deducted from each income payment. For example, 1/12
of the $30, or $2.50, will be deducted if there are twelve income payments
during the Contract Year. The portion of the contract maintenance charge
proportional to the part of the Contract Year elapsed will be deducted from the
amount paid upon termination of the Contract.

ADMINISTRATIVE EXPENSE CHARGE

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

MORTALITY AND EXPENSE RISK CHARGE

The Company will deduct a mortality and expense risk charge which is equal, on
an annual basis, to 1.25% of the daily net assets you have allocated to the
Sub-accounts of the Variable Account. The Company estimates that .85% is
attributable to the assumption of mortality risks and .40% is attributable to
the assumption of expense risks. For Contracts with the Enhanced Death Benefit
provision, the mortality and expense risk charge will be deducted daily, at a
rate equal on an annual basis, to 1.35% of the daily net assets in the Variable
Account. The assessment of the additional .10% for the Enhanced Death Benefit
is attributed to the assumption of additional mortality risks. The Company
guarantees that the percentage for this charge will not increase over the life
of the Contract.

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

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

If the mortality and expense risk charge is insufficient to cover the Company's
mortality costs and excess expenses, the Company will bear the loss. If the
charge is more than sufficient, the Company will retain the balance as profit.
The Company currently expects a profit

<PAGE>

from this charge. Any such profit, as well as any other profit realized
by the Company and held in its general account (which supports insurance and
annuity obligations), would be available for any proper corporate purpose,
including, but not limited to, payment of distribution expenses.

TAXES

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

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

TRANSFER CHARGES

The Company reserves the right to assess a $10 charge on each transfer in excess
of 12 per Contract Year, excluding transfers through Dollar Cost Averaging and
Automatic Portfolio Rebalancing. The Company is presently waiving this charge.

FUND EXPENSES

A complete description of the expenses and deductions from the portfolios in
each Fund is found in the prospectus for each Fund. This prospectus is
accompanied by the prospectus for each Fund.

GENERAL MATTERS

OWNER

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

ANNUITANT

If the Owner is a natural person, the Owner may change the Annuitant prior to
the Payout Start Date. The Annuitant must be a natural person. If the
Annuitant dies prior to the Payout Start Date, the new

<PAGE>

Annuitant will be: a) the youngest Owner, otherwise (b) the youngest
Beneficiary.

BENEFICIARY

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

Unless otherwise provided in the Beneficiary designation, if any Beneficiary
predeceases the Owner, the new Beneficiary will be: the Owner's spouse if
living; otherwise, the Owner's children, equally, if living; otherwise, the
Owner's estate. Multiple Beneficiaries may be named. Unless otherwise provided
in the Beneficiary designation, if more than one Beneficiary survives the Owner,
the surviving Beneficiaries will share equally in any amounts due.

ASSIGNMENTS

The Owner may not assign an interest in a Contract as collateral or security for
a loan. Otherwise, the Owner may assign periodic income payments under the
Contract prior to the Payout Start Date. No Beneficiary may assign benefits
under the Contract until they are due. No assignment will bind the Company
unless it is signed by the Owner and filed with the Company. The Company is not
responsible for the validity of an assignment.

DELAY OF PAYMENTS

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

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

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

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

Payments or transfers from the Fixed Account Options may be delayed for up to 6
months.

<PAGE>

MODIFICATION

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

CUSTOMER INQUIRIES

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

GLENBROOK LIFE AND ANNUITY COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
1-800/453-6038

FEDERAL TAX MATTERS

INTRODUCTION

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

TAXATION OF ANNUITIES IN GENERAL

TAX DEFERRAL

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

NON-NATURAL OWNERS

<PAGE>

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

DIVERSIFICATION REQUIREMENTS

For a Contract to be treated as an annuity for federal income tax purposes, the
investments in the Variable Account must be "adequately diversified" in
accordance with the standards provided in the Treasury regulations. If the
investments in the Variable Account are not adequately diversified, then the
Contract will not be treated as an annuity contract for federal income tax
purposes and the Owner will be taxed on the excess of the Contract Value over
the investment in the Contract. Although the Company does not have control over
the Funds or their investments, the Company expects the Funds to meet the
diversification requirements.

OWNERSHIP TREATMENT

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

The ownership rights under this contract are similar to, but different in
certain respects from, those described by the Service in rulings in which it was
determined that contract owners were not owners of separate account assets. For
example, the owner of this contract has the choice of more investment options to
which to allocate premiums and contract values, and may be able to transfer
among investment options more frequently than in such rulings. These
differences could result in the contract owner being treated as the owner of the
assets of the Variable Account. In those circumstances, income and gains from
the Variable Account assets would be includible in the Contract Owners' gross
income. In addition, the Company does not know what standards will be set forth
in the regulations or rulings which the Treasury Department has state it expects
to issue. It is possible that Treasury's position, when announced, may
adversely affect the tax treatment of existing contracts. The Company,
therefore, reserves the right to modify the Contract as necessary to attempt to
prevent the

<PAGE>

Owner from being considered the federal tax owner of the assets of the Variable
Account. However, the Company makes no guarantee that such modification to the
contract will be successful.

DELAYED MATURITY DATES

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

TAXATION OF PARTIAL AND FULL WITHDRAWALS

In the case of a partial withdrawal under a non-qualified contract, amounts
received are taxable to the extent the contract value, without regard to any
surrender charge, before the withdrawal exceeds the investment in the contract.
In the case of a partial withdrawal under a qualified contract, the portion of
the payment that bears the same ratio to the total payment that the investment
in the contract bears to the contract value, can be excluded from income. In the
case of a full withdrawal under a non-qualified contract or a qualified
contract, the amount received will be taxable only to the extent it exceeds the
investment in the contract. If an individual transfers an annuity contract
without full and adequate consideration to a person other than the individual's
spouse (or to a former spouse incident to a divorce), the owner will be taxed on
the difference between the contract value and the investment in the contract at
the time of transfer. Other than in the case of certain qualified contracts, any
amount received as a loan under a contract, and any assignment or pledge (or
agreement to assign or pledge) of the contract value is treated as a withdrawal
of such amount or portion.

TAXATION OF ANNUITY PAYMENTS

Generally, the rule for income taxation of payments received from an annuity
contract provides for the return of the owner's investment in the contract in
equal tax-free amounts over the payment period. The balance of each payment
received is taxable. In the case of variable annuity payments, the amount
excluded from taxable income is determined by dividing the investment in the
contract by the total number of expected payments. In the case of fixed annuity
payments, the amount excluded from income is determined by multiplying the
payment by the ratio of the investment in the contract (adjusted for any refund
feature or period certain) to the total expected value of annuity payments for
the term of the contract.

TAXATION OF ANNUITY DEATH BENEFITS

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

<PAGE>

under an annuity option, the amounts are taxed in the same manner as an annuity
payment.

PENALTY TAX ON PREMATURE DISTRIBUTIONS

There is a 10% penalty tax on the taxable amount of any premature distribution
from a non-qualified annuity contract. The penalty tax generally applies to any
distribution made prior to the owner attaining age 59 1/2. However, there should
be no penalty tax on distributions to owners (1) made on or after the owner
attains age 59 1/2; (2) made as a result of the owner's death or disability;
(3) made in substantially equal periodic payments over life or distributions
over life or life expectancy; (4) made under an immediate annuity; or (5)
attributable to an investment in the contract before August 14, 1982. Similar
rules apply for distributions from qualified contracts. Please see the
Statement of Additional Information for a discussion of other situations in
which the penalty tax may not apply.

AGGREGATION OF ANNUITY CONTRACTS

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

TAX QUALIFIED CONTRACTS

Annuity contracts may be used as investments with certain tax qualified plans
such as: (1) Individual Retirement Annuities under Section 408(b) of the Code;
(2) Simplified Employee Pension Plans under Section 408(k) of the Code; (3)
Savings Incentive Match Plans for Employees (SIMPLE) Plans under Section 408(p)
of the Code;(4) Tax Sheltered Annuities under Section 403(b) of the Code;
(5) Corporate and Self Employed Pension and Profit Sharing Plans; and (6) State
and Local Government and Tax-Exempt Organization Deferred Compensation Plans. In
the case of certain tax qualified plans, the terms of the plans may govern the
right to benefits, regardless of the terms of the contract.

RESTRICTIONS UNDER SECTION 403(b) PLANS

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

<PAGE>

INCOME TAX WITHHOLDING

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

DISTRIBUTION OF THE CONTRACTS

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

Commissions paid to registered representatives may vary, but in aggregate are
not anticipated to exceed 6% of any purchase payment. In addition, under certain
circumstances, certain sellers of the Contracts may be paid persistency bonuses
which will take into account, among other things, the length of time purchase
payments have been held under a Contract, and Contract Values. A persistency
bonus is not expected to exceed 0.25%, on an annual basis, of the Contract
Values considered in connection with the bonus. These commissions are intended
to cover distribution expenses.

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

VOTING RIGHTS

The Owner or anyone with a voting interest in the Sub-account of the Variable
Account may instruct the Company on how to vote at shareholder meetings of the
Funds. The Company will solicit and cast each vote

<PAGE>

according to the procedures set up by the Funds and to the extent required by
law. The Company reserves the right to vote the eligible shares in its own
right, if subsequently permitted by the Investment Company Act of 1940, its
regulations or interpretations thereof.

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

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

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

SELECTED FINANCIAL DATA

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

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

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

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

The Company adopted SFAS No. 115, "Accounting for Certain Instruments in Debt
and Equity Securities" on December 31, 1993. See Note 3 to the Financial
Statements.

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

<PAGE>

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

GENERAL

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

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

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

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

RESULTS OF OPERATIONS

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

Net investment income increased $2.0 million in 1995, and $1.3 million in 1994.
In both years, the increases were attributable to an increased level of
investments, including the Company's participation in the Separate Accounts
during 1995, and a $40 million capital contribution

44
<PAGE>

received from Allstate Life in the third quarter of 1994. Net income increases
of $1.6 million and $0.8 million reflect the change in net investment income in
both years.

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

FINANCIAL POSITION

1995 1994
---- ----
$ IN THOUSANDS
Fixed income securities, at fair value . . . . . $ 48,815 $ 49,807
---------- --------
Unrealized net capital gains (losses). . . . . . $ 5,164 $ (1,720)
---------- --------
Separate Account assets, at fair value . . . . . $ 15,578 $ --
---------- --------
Contractholder funds . . . . . . . . . . . . . . $1,340,925 $696,854
---------- --------
Reinsurance recoverable from Allstate Life . . . $1,340,925 $696,854
---------- --------
- ------
Unrealized net capital gains (losses) exclude the effect of deferred income
taxes.

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

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

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

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

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

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

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

COMPETITION

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

EMPLOYEES

As of December 31, 1996, Glenbrook Life and Annuity Company had approximately __
employees at its home office in Northbrook, Illinois.

PROPERTIES

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

STATE AND FEDERAL REGULATION

The insurance business of the Company is subject to comprehensive and detailed
regulation and supervision throughout the United States.

The laws of the various jurisdictions establish supervisory agencies with broad
administrative powers with respect to licensing to transact business, overseeing
trade practices, licensing agents, approving

<PAGE>

policy forms, establishing reserve requirements, fixing maximum interest rates
on life insurance policy loans and minimum rates for accumulation of surrender
values, prescribing the form and content of required financial statements and
regulating the type and amounts of investments permitted. Each insurance company
is required to file detailed annual reports with supervisory agencies in each of
the jurisdictions in which it does business and its operations and accounts are
subject to examination by such agencies at regular intervals.

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

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

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

EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY

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

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

Also Director (1995-Present) of Allstate Indemnity Company; Director
(1986-Present) and Senior Vice President (1995-Present) of Allstate Insurance
Company; Director (1995-Present) of Allstate International Inc.; Director
(1991-Present) of Allstate Life Financial Services, Inc.; Director
(1986-Present) and President (1990-Present) Allstate

<PAGE>

Life Insurance Company; Director (1983-Present) and Chairman of the
Board (1990-Present) of Allstate Life Insurance Company of New York; Director
(1995-Present) Allstate Property and Casualty; Director (1989-Present) and
Chairman of the Board (1990-Present) of Allstate Settlement Corporation;
Director (1995-Present) Deerbrook Insurance Company; Director (1990-Present),
Chairman of the Board of Directors and Chief Executive Officer (1995-Present),
Chairman of the Board of Directors and President (1990-1995) of Glenbrook Life
Insurance Company; Director and Chairman of the Board (1995-Present) of
Laughlin Group Holdings, Inc.; Director and Chairman of the Board of Directors
and Chief Executive Officer (1989-Present) Lincoln Benefit Life Insurance
Company; Director (1995 - 1996) Northbrook Indemnity Company; Director
(1986-Present), Chairman of the Board of Directors and Chief Executive Officer
(1995-Present) of Northbrook Life Insurance Company; Director (1995-1996)
Northbrook National Insurance Company; Director (1986-1996) Northbrook Property
and Casualty; Director (1990-Present) Saison Life Insurance Co.,Ltd.; Chairman
of the Board of Directors and Chief Executive Officer (1995-Present) Surety Life
Insurance Company; Trustee (1991-Present) and Vice President (1995-Present) The
Allstate Foundation; and Chairman of the Board of Directors and President of The
Northbrook Corporation.

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

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

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

Also Director and Secretary (1993 - Present) of Allstate Life Financial
Services, Inc.; Director (1992-Present) Vice President, Secretary and General
Counsel (1993-Present) Allstate Life Insurance Company; Director (1992-Present)
Vice President, Secretary and General Counsel (1993-Present) Allstate Life
Insurance Company of New York; Director (1993-Present) and Secretary (1994 -
Present) Allstate Settlement

<PAGE>

Corporation; Director (1992-Present) Vice President, Secretary and General
Counsel (1993-Present) Glenbrook Life Insurance Company; Director and Secretary
(1995-Present) Laughlin Group Holdings, Inc.; Director (1992- Present) and
Assistant Secretary (1995-Present) Lincoln Benefit Life Company; Director
(1992-Present) Vice President, Secretary and General Counsel (1993-Present)
Northbrook Life Insurance Company; Director and Assistant Secretary
(1995-Present) Surety Life Insurance Company; and Director and Secretary
(1993-Present) The Northbrook Corporation.

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

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

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

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

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

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

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

Also Assistant Treasurer (1996) AEI Group Holdings, Inc.; Assistant Treasurer
(1996) Allstate County Mutual Insurance Company (formerly First Assurance
Company); Assistant Treasurer (1996) Allstate Holdings, Inc.; Assistant
Treasurer (1996) Allstate Indemnity Company; Assistant Vice President and
Assistant Treasurer (1995-1996) Allstate Insurance Company; Assistant Treasurer
(1996) Allstate International; Assistant Treasurer (1996) Allstate Investment
Management Company; Director (1996-Present) and Assistant Treasurer (1995-1996)
Allstate

<PAGE>

Financial Services, Inc.; Director and Vice President (1996-Present) and
Assistant Treasurer (1995-1996) Allstate Life Insurance Company; Director and
Vice President (1996-Present) and Assistant Treasurer (1995-1996) Allstate Life
Insurance Company of New York; Assistant Treasurer (1996) Allstate Motor Club,
Inc.; Assistant Treasurer (1996) Allstate Property and Casualty; Director and
Vice President (1996-Present) and Assistant Treasurer (1995-1996) Allstate
Settlement Corporation; Assistant Treasurer (1996) Allstate Texas Lloyd's, Inc.;
Assistant Treasurer (1996) Deerbrook Insurance Company; Assistant Treasurer
(1996) Direct Marketing Center Inc.; Assistant Treasurer (1996) Enterprises
Services Corporation; Assistant Vice President and Assistant Treasurer
(1995-1996) Forestview Mortgage Insurance Company; Treasurer (1995-1996)
Forty-Fifth & Main Redevelopment Corporation; Director and Vice President
(1996-Present) and Assistant Treasurer (1995-1996) Glenbrook Life Insurance
Company; Director (1996-Present) and Assistant Treasurer (1995-1996) Laughlin
Group Holdings, Inc.; Director (1996-Present) Lincoln Benefit Life Company;
Assistant Treasurer (1996) Northbrook Holdings, Inc.; Assistant Treasurer (1996)
Northbrook Indemnity Company; Director and Vice President (1996-Present) and
Assistant Treasurer (1995-1996) Northbrook Life Insurance Company; Assistant
Treasurer (1996) Northbrook National Insurance Company; Assistant Treasurer
(1996) Northbrook Property and Casualty; Director (1996- Present) Surety Life
Insurance Company; Assistant Treasurer (1996) TECH-COR, INC.; Assistant
Treasurer (1995 -1996) The Allstate Corporation; Assistant Treasurer (1996) The
Allstate Foundation; Assistant Treasurer (1995-1996) and Vice President
(1996-Present) The Northbrook Corporation; Assistant Treasurer and Director
(1994-1995) Sears Roebuck and Company; and Treasurer and First Vice President
(1986-1994) Sears Mortgage Corporation.

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

Also Director (1996 - Present) Chief Investment Officer (1995 - Present) AEI
Group, Inc.; Chief Investment Officer (1995 - Present) Allstate County Mutual
Insurance Company; Director (1995 - 1996) Senior Vice President and Chief
Investment Officer (1996 - 1996) Allstate Floridian Insurance Company; Director
(1996 - Present) Allstate Holdings, Inc.; Director (1995 - Present) Senior Vice
President and Chief Investment Officer (1995 - Present) Allstate Indemnity
Company; Director (1995 - Present ) Senior Vice President and Chief Investment
Officer (1995 - Present) Allstate Insurance Company; Chief Investment Officer
(1995 - 1996) Executive Vice President and Chief Investment Officer (1996 -
Present) Allstate International Inc.; Director (1996 - Present) Chairman of the
Board and President (1996 - Present) Allstate Investment Management Company;
Director (1995 - Present) Chief Investment Officer (1995 - Present) Allstate
Life Insurance Company; Chief Investment Officer (1995 - Present) Allstate Life
Insurance Company of New York; Director (1996 - Present) Chief Investment
Officer (1995 - Present) Allstate Motor Club, Inc.; Director (1995 - Present)

<PAGE>

Senior Vice President and Chief Investment Officer (1995 - Present) Allstate
Property and Casualty; Chief Investment Officer (1995 - Present) Allstate
Settlement Corporation; Chief Investment Officer (1995 - Present) Allstate Texas
Lloyd's, Inc.; Director (1995 - Present) Senior Vice President and Chief
Investment Officer (1995 - Present) Deerbrook Insurance Company; Director (1996
- - Present) Chief Investment Officer (1995 - Present) Direct Marketing Center
Inc.; Director (1996 - Present) Chief Investment Officer (1995 - Present)
Enterprises Services Corporation; Chief Investment Officer (1996 - Present)
Forestview Mortgage Insurance Company; Chief Investment Officer (1995 - Present)
Glenbrook Life Insurance Company; Director (1995 - 1996) Senior Vice President
and Chief Investment Officer (1995 - 1996) Northbrook Indemnity Company;
Director and Chief Investment Officer (1995 - Present) Northbrook Life Insurance
Company; Director (1995 - 1996) Senior Vice President and Chief Investment
Officer (1995 - 1996) Northbrook National Insurance Company; Director (1995 -
1996) Senior Vice President and Chief Investment Officer (1995 - 1996)
Northbrook Property & Casualty; Director (1996 - Present) Chief Investment
Officer (1996 - Present) Roadway Protection Auto Club, Inc.; Chief Investment
Officer (1995 - Present) TECH-COR, INC.; Trustee (1996 - Present) Chief
Investment Officer (1995 - 1996) Vice President and Chief Investment Officer
(1996 -Present) The Allstate Foundation; Chief Investment Officer (1995 -
Present) The Northbrook Corporation. Prior to 1995 he was Senior Vice
President and Executive Officer - Investments (1992-1995) of Northwestern Mutual
Life Insurance Company.

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

Also Vice President and Treasurer (1995 - Present) AEI Group, Inc.; Vice
President and Treasurer (1995 - Present) Allstate County Mutual Insurance
Company; Vice President and Treasurer (1995 - Present) Allstate Floridian
Insurance Company; Vice President and Treasurer (1996 - Present) Allstate
Holdings, Inc.; Vice President and Treasurer (1995 - Present) Allstate Indemnity
Company; Vice President and Treasurer (1995 - Present) Allstate Insurance
Company; Executive Vice President and Treasurer (1996 - Present) Vice President
and Treasurer (1995 - 1996) Allstate International Inc.; Vice President and
Treasurer (1996 - Present) Allstate Investment Management Company; Treasurer
(1995 - Present) Allstate Life Financial Services, Inc.; Treasurer (1995 -
Present) Allstate Life Insurance Company; Treasurer (1995 - Present) Allstate
Life Insurance Company of New York; Vice President and Treasurer (1995 -
Present) Allstate Motor Club, Inc.; Vice President and Treasurer (1995 -
Present) Allstate Property and Casualty; Treasurer (1995 - Present) Allstate
Settlement Corporation; Vice President and Treasurer (1995 - Present) Allstate
Texas Lloyd's, Inc.; Director (1995 - Present) Vice President and Treasurer
(1995 - Present) Barrington Reinsurance Company Ltd.; Vice President and
Treasurer (1995 - Present) Deerbrook Insurance Company; Vice President and
Treasurer (1995 - Present) Direct Marketing Center Inc.; Vice President and
Treasurer (1995 - Present) Enterprises Services Corporation; Vice President and
Treasurer (1995 - Present) Forestview Mortgage Insurance Co.; Director (1996 -
Present) Treasurer (1995 -

<PAGE>

Present) General Underwriters Agency, Inc.; Treasurer (1995 - Present) Glenbrook
Life Insurance Company; Treasurer (1995 - Present) Laughlin Group Holdings,
Inc.; Director (1996) Chairman of the Board (1996) Treasurer (1996) Northbrook
Holdings, Inc.; Vice President and Treasurer (1995 - 1996) Northbrook Indemnity
Company; Treasurer (1995 - Present) Northbrook Life Insurance Company; Vice
President and Treasurer (1995 - 1996) Northbrook National Insurance Company;
Vice President and Treasurer (1995 - 1996) Northbrook Property & Casualty; Vice
President and Treasurer (1996 - Present) Pinebrook Mortgage Insurance Company;
Vice President and Treasurer (1996 - Present) Rescue Express, Inc.; Vice
President and Treasurer (1996 - Present) Roadway Protection Auto Club, Inc.;
Treasurer (1995 - Present) TECH-COR, INC.; Treasurer (1995 - Present) The
Allstate Corporation; Treasurer (1996 - Present) Vice President and Treasurer
(1995 - 1996) The Allstate Foundation; Treasurer (1995 - Present) The Northbrook
Corporation.

* Date elected to current office.

EXECUTIVE COMPENSATION

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

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

<PAGE>

SUMMARY COMPENSATION TABLE
(ALLSTATE LIFE INSURANCE CO.)

COMPENSATION SECURITIES
NAME RESTRICTED UNDERLYING LTIP ALL
AND PRINCIPAL SALARY BONUS OTHER ANNUAL STOCK OPTIONS/SARS PAYOUTS OTHER
POSITION YEAR ($) ($) COMPENSATION AWARD(S) S(#) ($) ($)
- ------------- ---- ------ ----- ------------ ---------- ------------ ------- -----
(a) (b) (c) (d) (e) (f) (g) (h) (i)

ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- ------ -------
LONG TERM COMPENSATION
----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Louis G. Lower, II 1995 $416,000 $266,175 $17,044 $199,890 N/A $411,122 $5,250
Chief Executive
Officer and. . . 1994 $389,050 $26,950 $25,889 $170,660 N/A 0 $1,890
Chairman of the
Board. . . . . . 1993 $374,200 $294,683 $52,443 $318,625 N/A $13,451 $6,296
of Directors
</TABLE>

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

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

LEGAL PROCEEDINGS

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

EXPERTS

The financial statements of the Variable Account incorporated by reference in
this prospectus, and the financial statements and financial statement schedule
of the Company included in this prospectus have been audited by Deloitte &
Touche LLP, Two Prudential Plaza, 180 North Stetson Avenue, Chicago, Illinois
60601-6779, independent auditors, as stated in their reports appearing herein
and incorporated by reference in this prospectus, and are included in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.

LEGAL MATTERS

Certain legal matters relating to the federal securities laws applicable to the
issue and sale of the Contracts have been passed upon by Routier and
Johnson, P.C., of Washington, D.C. All matters of

<PAGE>

Illinois law pertaining to the Contracts, including the validity of the
Contracts and the Company's right to issue such Contracts under Illinois
insurance law, have been passed upon by Michael J. Velotta, General Counsel of
the Company.

<PAGE>

APPENDIX A
MARKET VALUE ADJUSTMENT

The Market Value Adjustment is based on the following:

I = the Interest Crediting Rate for that Sub-account

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

J = the current interest crediting rate offered for a Guarantee Period or
length N on the date we determine the Market Value Adjustment.

J will be determined by a linear interpolation between the current interest
rates for the next higher and lower integral years. For purposes of
interpolation, current interest rates for Guarantee Periods not available
under this Contract will be calculated in a manner consistent with those
which are available.

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

.9 * (I--J)* N

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

ILLUSTRATION

EXAMPLE OF MARKET VALUE ADJUSTMENT

Purchase
Payment: $10,000
Guarantee
Period: 5 years
Interest Rate: 4.50%
Full Surrender: End of Contract Year 3

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

Example 1: (Assumes declining interest rates)

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

= 10,000.00 * (1.0450)3 = $11,411.66

Step 2: Calculate the Free Withdrawal Amount

= .10 * 11,411.66 = $1,141.17

Step 3: Calculate the Withdrawal Charge:

A-1

<PAGE>

= .05 * (10,000.00 - 1,141.17) = $442.94

Step 4: Calculate the Market Value Adjustment:

I= 4.5%

J= 4.2%

N = 730 DAYS = 2
--------
365 days

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

= .9 * (.045 - .042) * 730/365 = .0054

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

= .0054 * 11,411.66 = $61.62

Step 4: Calculate The Amount Received by Customers as a Result of Full
Withdrawal at the end of Contract Year 3:

= 11,411.66 - 442.94 + 61.62 = $11,030.34

EXAMPLE 2: (ASSUMES RISING INTEREST RATES)

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

3
= 10,000.00 * (1.049) = $11,411.17

Step 2: Calculate the Free Withdrawal Amount:

= .10 * (11,411.66) = $1,141.17

Step 3: Calculate the Withdrawal Charge:

= .05 * (10,000.00 1,141.17) = $442.94

Step 4: Calculate the Market Value Adjustment:

I= 4.5%

J= 4.8%

N = 730 DAYS = 2
--------
365 days

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

= .9 * (.045 - .048) * (730/365) = .0054

A-2

<PAGE>

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

= - .0054 * $11,411.66 = - $61.62

Step 4: Calculate The Amount Received by Customers as a Result of Full
Withdrawal at the end of Contract Year 3:

= 11,411.66 - 442.94 - 61.62 = $10,907.10

A-3

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS

PAGE
Additions, Deletions or Substitutions of Investments . . . . . . . .
Reinvestment . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of Contracts. . . . . . . . . . . . . . . . . . . . . . .
Performance Data . . . . . . . . . . . . . . . . . . . . . . . . .
Tax-free Exchanges (1035 Exchanges, Rollovers and Transfers) . . .
Premium Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income Payments. . . . . . . . . . . . . . . . . . . . . . . . . . .
Calculation of Annuity Unit Values . . . . . . . . . . . . . . . .
General Matters. . . . . . . . . . . . . . . . . . . . . . . . . . .
Incontestability . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Safekeeping of the Variable Account's Assets . . . . . . . . . . .
Federal Tax Matters. . . . . . . . . . . . . . . . . . . . . . . . .
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxation of Glenbrook Life and Annuity Company . . . . . . . . . .
Exceptions to the Non-Natural Owner Rule . . . . . . . . . . . . .
IRS Required Distribution at Death Rules . . . . . . . . . . . . .
Qualified Plans. . . . . . . . . . . . . . . . . . . . . . . . . .
Types of Qualified Plans . . . . . . . . . . . . . . . . . . . . .
Sales Commissions. . . . . . . . . . . . . . . . . . . . . . . . . .
Variable Account Financial Statements. . . . . . . . . . . . . . . . F-1

B-1

<PAGE>

ORDER FORM

Please send me a copy of the most recent Statement of Additional Information for
the Glenbrook Life and Annuity Company Variable Annuity Account.

(Date) (Name)

(Street Address)

(City) (State) (Zip Code)

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

B-2

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

GLENBROOK LIFE AND ANNUITY COMPANY
VARIABLE ANNUITY ACCOUNT

OFFERED BY

GLENBROOK LIFE AND ANNUITY COMPANY

3100 SANDERS ROAD
NORTHBROOK, IL 60062
1-800/755-5275

INDIVIDUAL FLEXIBLE PREMIUM DEFERRED
VARIABLE ANNUITY CONTRACTS

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

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

The prospectus, dated May 1, 1997 has been filed with the United States
Securities and Exchange Commission.

DATED MAY 1, 1997

<PAGE>

TABLE OF CONTENTS

PAGE
----
Additions, Deletions or Substitutions of Investments . . . . . . . . . . . 3
Reinvestment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Purchase of Contracts . . . . . . . . . . . . . . . . . . . . . . . . . 4
Performance Data . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Tax-free Exchanges (1035 Exchanges, Rollovers and Transfers) . . . . . 6
Premium Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Tax Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Income Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Calculation of Annuity Unit Values . . . . . . . . . . . . . . . . . . 7
General Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Incontestability . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Safekeeping of the Variable Account's Assets . . . . . . . . . . . . . 8
Federal Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Taxation of Glenbrook Life and Annuity Company . . . . . . . . . . . . 8
Exceptions to the Non-Natural Owner Rule . . . . . . . . . . . . . . . 8
IRS Required Distribution at Death Rules . . . . . . . . . . . . . . . 9
Qualified Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Types of Qualified Plans . . . . . . . . . . . . . . . . . . . . . . . 10
Sales Commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Variable Account Financial Statements . . . . . . . . . . . . . . . . . . F-1

<PAGE>

ADDITIONS, DELETIONS OR SUBSTITUTIONS OF INVESTMENTS

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

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

In the event of any such substitution or change, the Company may, by appropriate
endorsement, make such changes in the Contract as may be necessary or
appropriate to reflect such substitution or change. If deemed to be in the best
interests of persons having voting rights under the policies, the Variable
Account may be operated as a management company under the Investment Company Act
of 1940 or it may be deregistered under such Act in the event such registration
is no longer required.

REINVESTMENT

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

<PAGE>

THE CONTRACT

PURCHASE OF CONTRACTS

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

PERFORMANCE DATA

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

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

<PAGE>

The Withdrawal Charges assessed upon redemption are computed as follows: no
Withdrawal Charge is assessed on 10% of the Contract Value, as determined on the
date of the first withdrawal during the Contract Year. Withdrawal Charges are
charged on the amount of redemption equal to the Purchase Payment, reduced by
the amount entitled to the 10% exception, if any. The remaining amount of the
redemption, if any, is not assessed a Withdrawal Charge. The Withdrawal Charge
Schedule specifies rates based on the number of complete years since the
Purchase Payment being withdrawn was made. One rate is specified for Purchase
Payments made in the current Contract Year, another rate for Purchase Payments
made in the prior Contract Year, another rate for Purchase Payments made in the
second prior Contract Year, and so on until a rate for Purchase Payments made in
the seventh prior Contract Year or prior to it is reached. For a one year total
return calculation the second rate, (i.e., the rate for Purchase Payments made
in the prior complete year since Purchase Payment being withdrawn was made), is
assessed. The Contract Maintenance Charge ($30 per contract) used in the total
return calculation is normally prorated using the following method: The total
amount of annual Contract fees collected during the year is divided by the total
average net assets of all the Sub-accounts. The resulting percentage is then
multiplied by the ending Contract Value.

The standard total returns for the Sub-accounts for the period of each
Sub-account's operations during 1995 are presented below. Note that these total
returns have not been annualized.

STANDARDIZED TOTAL RETURN
FOR THE PERIOD FROM
INCEPTION OF THE
SUB-ACCOUNT
SUB-ACCOUNT (10/6/95) TO 12/31/95
- ----------- ---------------------
Investment Grade Bond . . . . . . . . . . . . . . -2.94%
Capital Growth . . . . . . . . . . . . . . . . . 0.33%
Value Income . . . . . . . . . . . . . . . . . . 0.68%
Mid-Cap Equity . . . . . . . . . . . . . . . . . -3.45%
Federated Prime Money Fund II . . . . . . . . . . N/A

OTHER TOTAL RETURNS

From time to time, sales literature or advertisements may also quote average
annual total returns that do not reflect the Surrender Charge. These are
calculated in exactly the same way as the average annual total returns described
above, except that the ending redeemable value of the hypothetical account for
the period is replaced with an ending value for the period that does not take
into account any charges on amounts surrendered.

The non-standard total returns for the Sub-accounts (not including deduction of
the Surrender Charge), for the period of each Sub-account's operations during
1995 are presented below. Note that these total returns have not been
annualized.

<PAGE>

NON-STANDARDIZED TOTAL
RETURN
FOR THE PERIOD FROM
INCEPTION OF THE
SUB-ACCOUNT
SUB-ACCOUNT (10/6/95) TO 12/31/95
- ----------- ---------------------
Investment Grade Bond . . . . . . . . . . . . . . 3.36%
Capital Growth . . . . . . . . . . . . . . . . . 6.61%
Value Income . . . . . . . . . . . . . . . . . . 6.96%
Mid-Cap Equity . . . . . . . . . . . . . . . . . 2.85%
Federated Prime Money Fund II . . . . . . . . . . N/A

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

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

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

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

PREMIUM TAXES

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

<PAGE>

TAX RESERVES

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

INCOME PAYMENTS

CALCULATION OF VARIABLE ANNUITY UNIT VALUES

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

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

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

<PAGE>

GENERAL MATTERS

INCONTESTABILITY

The Contract will not be contested after it is issued.

SETTLEMENTS

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

SAFEKEEPING OF THE VARIABLE ACCOUNT'S ASSETS

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

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

FEDERAL TAX MATTERS

INTRODUCTION

TAXATION OF GLENBROOK LIFE AND ANNUITY COMPANY

The Company is taxed as a life insurance company under Part I of Subchapter L of
the Internal Revenue Code. The following discussion assumes that the Company is
taxed as a life insurance company under Part I of Subchapter L. Since the
Variable Account is not an entity separate from the Company, and its operations
form a part of the Company, it will not be taxed separately as a

<PAGE>

"regulated Investment Company" under Subchapter M of the Code. Investment income
and realized capital gains are automatically applied to increase reserves under
the contract. Under existing federal income tax law, the Company believes that
the Variable Account investment income and realized net capital gains will not
be taxed to the extent that such income and gains are applied to increase the
reserves under the contract.

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

EXCEPTIONS TO THE NON-NATURAL OWNER RULE

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

IRS REQUIRED DISTRIBUTION AT DEATH RULES

In order to be considered an annuity contract for federal income tax purposes,
an annuity contract must provide: (1) if any owner dies on or after the annuity
start date but before the entire interest in the contract has been distributed,
the remaining portion of such interest must be distributed at least as rapidly
as under the method of distribution being used as of the date of the owner's
death; (2) if any owner dies prior to the annuity start date, the entire
interest in the contract will be distributed within five years after the date of
the owner's

<PAGE>

death. These requirements are satisfied if any portion of the owner's interest
which is payable to (or for the benefit of) a designated beneficiary is
distributed over the life of such beneficiary (or over a period not extending
beyond the life expectancy of the beneficiary) and the distributions begin
within one year of the owner's death. If the owner's designated beneficiary is
the surviving spouse of the owner, the contract may be continued with the
surviving spouse as the new owner. If the owner of the contract is a non-natural
person, then the annuitant will be treated as the owner for purposes of applying
the distribution at death rules. In addition, a change in the annuitant on a
contract owned by a non-natural person will be treated as the death of the
owner.

QUALIFIED PLANS

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

TYPES OF QUALIFIED PLANS

INDIVIDUAL RETIREMENT ANNUITIES

Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an Individual Retirement Annuity.
Individual Retirement Annuities are subject to limitations on the amount that
can be contributed and on the time when distributions may commence. Certain
distributions from other types of qualified plans may be "rolled over" on a
tax-deferred basis into an Individual Retirement Annuity.

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.

<PAGE>

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 assets 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
after the employee attains age 59 1/2, separates from service, dies, becomes
disabled or on the account of hardship (earnings on salary reduction
contributions may not be distributed for hardship).

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. Under these plans, contributions made for the benefit of the
employees will not be includible in the employees' gross income until
distribution from the plan.

<PAGE>

SALES COMMISSIONS

Commissions paid to registered representatives may vary, but in aggregate are
not anticipated to exceed 6.0% of any purchase payment. In addition, under
certain circumstances, certain sellers of the Contracts may be paid persistency
bonuses which will take into account, among other things, the length of time
purchase payments have been held under a Contract, and Contract Values. A
persistency bonus is not expected to exceed 0.25%, on an annual basis, of the
Contract Values considered in connection with the bonus. These commissions are
intended to cover distribution expenses.

VARIABLE ACCOUNT FINANCIAL STATEMENTS

(to be filed in subsequent post-effective amendment)

12
<PAGE>

PART C
OTHER INFORMATION

24a. FINANCIAL STATEMENTS

Glenbrook Life and Annuity Company Financial Statements, Variable Account
Financial Statements and Financial Statement Schedules will be included in a
subsequent Post-Effective Amendment.

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 Glenbrook Life and Annuity
Company authorizing establishment of the Glenbrook Life and Annuity
Company Variable Annuity Account.*

(2) Not Applicable.

(3) Form of Underwriting Agreement.*

(4) Specimen Contract.**

(5) Form of application for a Contract.***

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

(7) Reinsurance Agreement.****

(8) Form of Participation Agreement.*****

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

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

(11) Not applicable.

(12) Not applicable.

(13) Computation of Performance Quotations.******

(14) Powers of Attorney.

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

* Previously filed and incorporated by reference with Depositor's Form
S-1 Registration Statement No. 33-91916 dated April 24, 1996.
** Previously filed and incorporated by reference with Depositor's Form
S-1 Registration Statement No. 33-91916 dated February 25, 1997.
*** Previously filed and incorporated by reference with Depositor's Form
S-1 Registration Statement No. 33-91916 dated May 4, 1995.
**** Previously filed and incorporated by reference with Depositor's Form
S-1 Registration Statement No. 333-07275 dated June 28, 1996.
***** Previously filed and incorporated by reference with Registrant's Form
N-4 Registration Statement No. 33-91914 dated September 15, 1995.
****** To be filed by subsequent Post Effective Amendment.

25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

Name and Principal Position and Office With Depositor
Business Address of the Trust
- ---------------- ------------

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

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

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

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

27. NUMBER OF CONTRACT OWNERS

As of December 31, 1996, there were 1,116 nonqualified contracts and 782
qualified contracts.

28. INDEMNIFICATION

<PAGE>

The by-laws of both Glenbrook Life and Annuity Company (Depositor) and
Allstate Life Financial Services, Inc. (Distributor), 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 the Company, unless a court determines such person is entitled to such
indemnity.

29a. RELATIONSHIP OF PRINCIPAL UNDERWRITER TO OTHER INVESTMENT COMPANIES

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

29b. PRINCIPAL UNDERWRITER

Name and Principal Business Allstate Life Financial
Address Of Each Such Person Services, Inc. ("ALFS")
----------------------------------------------------------------------

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

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

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

None

30. LOCATION OF ACCOUNTS AND RECORDS

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

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

<PAGE>

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

31. MANAGEMENT SERVICES

None

32. UNDERTAKINGS

The undersigned registrant, Glenbrook Life and Annuity Company, hereby
undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof; and

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 ("Act") may be permitted to directors, officers and controlling persons of
Glenbrook Life and Annuity Company ("Registrant"), Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other that the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling 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

<PAGE>

governed by the final adjudication of such issue.

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

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

34. REPRESENTATION REGARDING CONTRACT EXPENSES

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

<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Glenbrook Life and Annuity Company Variable Annuity
Account, has caused this Registration Statement to be signed on its behalf, by
the undersigned, thereunto duly authorized, and its seal to be hereunto affixed
and attested, in the village of Northfield, and State of Illinois on the 26th
day of February 1997.

GLENBROOK LIFE AND ANNUITY COMPANY VARIABLE ANNUITY ACCOUNT
(REGISTRANT)

By: GLENBROOK LIFE AND ANNUITY COMPANY
(DEPOSITOR)

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

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this Registration Statement has been duly signed below by
the following Directors and Officers of Glenbrook Life and Annuity Company on
the 26th day of February, 1997.

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

POWER OF ATTORNEY