GLENBROOK LIFE & ANNUITY CO, S-1/A, 1995-11-22

GLENBROOK LIFE & ANNUITY CO
S-1/A, 1995-11-22

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<PAGE>

As filed with the Securities and Exchange Commission on November 22, 1995

Registration No. 33-62193

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------

PRE-EFFECTIVE AMENDMENT NO. 1
FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GLENBROOK LIFE AND ANNUITY COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

----------------------------------
ILLINOIS 6311
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER)

35-1113325
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)
------------------------------

3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
-----------------------------

MICHAEL J. VELOTTA, ESQUIRE
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
GLENBROOK LIFE AND ANNUITY COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
708/402-2400
(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 SERVICES, INC.
1700 K STREET N.W. 3100 SANDERS ROAD
WASHINGTON, D.C. 20006 NORTHBROOK, ILLINOIS 60062

<PAGE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: The Annuity
Contract covered by this registration statement is to be issued promptly and
from time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: [x]

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM AMOUNT
CLASS OF AMOUNT OFFERING AGGREGATE OF
SECURITIES TO BE PRICE OFFERING
REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT PRICE FEE
<S> <C> <C> <C> <C>
Deferred Annuity Contracts and
Participating Interests therein $50,000,000 * * $17,241.38
</TABLE>

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

<PAGE>

GLENBROOK LIFE AND ANNUITY COMPANY

CROSS REFERENCE SHEET

PURSUANT TO REGULATION S-K, ITEM 501(B)

FORM S-1 ITEM NUMBER AND CAPTION HEADING IN PROSPECTUS
- -------------------------------- ---------------------

1. Forepart of the Registration Statement and Out-
side Front Cover Page of Prospectus . . . . . . . .Outside Front Cover Page

2. Inside Front and Outside Back Cover Pages of
Prospectus. . . . . . . . . . . . . . . . . . . . . . . .Inside Front Cover

3. Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges. . . . . . . . . . . . . . Inside Front Cover;
Accumulation Units;
Accumulation Unit Value

4. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . Investments

5. Determination of Offering Price . . . . . . . . . . . . . . Not Applicable

6. Dilution. . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable

7. Selling Security Holders. . . . . . . . . . . . . . . . . . .Not Applicable

8. Plan of Distribution. . . . . . . . . . . . . . .Purchase of the Contracts;
Distribution of the
Contracts

9. Description of Securities to be Registered. . . .Purchase of the Contracts;
Benefits under the Contract;
Charges and other Deductions; Federal Tax Matters;
Taxation of Annuities in General

10. Interests of Named Experts and Counsel. . . . . . . . . . . Not Applicable

11. Information with Respect to the Registrant. . . . . . . Glenbrook Life and
Annuity Company
and the Variable Account;
Selected Financial Data;
Competition; Employees;
Properties; State and Federal Regulation;
Executive Officers and Directors of the Company;
Executive Compensation; Legal Proceedings

12. Disclosure of Commission Position on Indemni-
fication for Securities Act Liabilities . . . . . . . . . . Not Applicable

<PAGE>

19. Purchase of Securities Being Offered . . . . . . . . . . . . . . . . . ---
(a) Offering . . . . . . . . . . . . . . . . SAI: Purchase of Contracts
(b) Sales load . . . . . . . . . . . . . . Distribution of the Contracts

20. Underwriters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ---
(a) Principal Underwriter. . . . . . . . . Distribution of the Contracts
(b) Continuous offering. . . . . . . . . . . SAI: Purchase of Contracts
(c) Commissions. . . . . . . . . . . . . . Distribution of the Contracts
(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 Registrant . . . . . . . .SAI: Not Applicable
(b) Financial Statements of Depositor. . . . . .Glenbrook Life and Annuity
Company Financial Statements

Part C: OTHER INFORMATION

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 Common
Control with Depositor or Registrant . . Part C. Persons Controlled by
or Under Common Control
with Depositor or
Registrant

27. Number of Contract Owners. . . . . . Part C. Number of Contract Owners

28. Indemnification. . . . . . . . . . . . . . . . Part C. Indemnification

29a. Relationship of Principal Underwriter to
Other Investment Companies . . . . . Part C. Relationship of Principal
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 SEPARATE ACCOUNT A

OFFERED BY

GLENBROOK LIFE AND ANNUITY COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
1-800/776-6978
INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED VARIABLE
ANNUITY CONTRACTS

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

This prospectus describes the AIM Lifetime Plus Variable Annuity, a
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. In
certain states the Contract is only available as a group Contract. In these
states a Certificate (hereinafter referred to as "Contract") is issued which
summarizes the provisions of the Master Group Policy. Purchase payments for the
Contracts will be allocated to a series of Variable Sub-accounts of the
Glenbrook Life and Annuity Company Separate Account A ("Variable Account")
and/or to a Fixed Account option(s) funded through the Company's general
account.

The Variable Sub-accounts invest in shares of AIM Variable Insurance Funds,
Inc. (the "Fund Series"). Nine Funds are currently available for investment
within the Variable Account: (1) AIM V.I. Capital Appreciation Fund; (2) AIM
V.I. Diversified Income Fund; (3) AIM V.I. Global Utilities Fund; (4) AIM V.I.
Government Securities Fund; (5) AIM V.I. Growth Fund; (6) AIM V.I. Growth and
Income Fund; (7) AIM V.I. International Equity Fund; (8) AIM V.I. Money Market
Fund; and (9) AIM V.I. Value Fund.

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 OR ENDORSED BY ANY BANK, AND THE FUNDS' SHARES
ARE NOT FEDERALLY INSURED OR GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
INVESTMENT IN THE CONTRACTS INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL. THESE CONTRACTS ARE NOT FDIC INSURED

<PAGE>

The Company has prepared and filed a Statement of Additional Information
dated November , 1995 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 Company at the address above. For your
convenience, an order form for the Statement of Additional Information may be
found on page __ of this prospectus. Before ordering, you may wish to review
the Table of Contents of the Statement of Additional Information on page __ 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 AIM VARIABLE INSURANCE FUNDS, INC.

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 NOVEMBER , 1995.

2
<PAGE>

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.

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 FUND SERIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
AIM Variable Insurance Funds, Inc.. . . . . . . . . . . . . . . . . . . . .
Investment Advisors for the Funds . . . . . . . . . . . . . . . . . . . . .
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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3
<PAGE>

Crediting of Initial Purchase Payment . . . . . . . . . . . . . . . . . . .
Allocation of Purchase Payments . . . . . . . . . . . . . . . . . . . . . .
Accumulation Units. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulation Unit Value . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfers Among Investment Alternatives . . . . . . . . . . . . . . . . . .
Dollar Cost Averaging . . . . . . . . . . . . . . . . . . . . . . . . . . .
Automatic Fund Rebalancing. . . . . . . . . . . . . . . . . . . . . . . . .
BENEFITS UNDER THE CONTRACT. . . . . . . . . . . . . . . . . . . . . . . . . . .
Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payout Start Date for Income Payments . . . . . . . . . . . . . . . . . .
Variable Account Income Payments. . . . . . . . . . . . . . . . . . . . .
Fixed Amount Income Payments. . . . . . . . . . . . . . . . . . . . . . .
Income Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Death Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distribution Upon Death Payment Provisions. . . . . . . . . . . . . . . .
Death Benefit Amount. . . . . . . . . . . . . . . . . . . . . . . . . . .
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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assignments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Delay of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Modification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer Inquiries. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FEDERAL TAX MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxation of Annuities in General. . . . . . . . . . . . . . . . . . . . . .
Tax Deferral. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-natural Owners. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diversification Requirements. . . . . . . . . . . . . . . . . . . . . . .
Ownership Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . .
Delayed Maturity Dates. . . . . . . . . . . . . . . . . . . . . . . . . .
Taxation of Partial and Full Withdrawals. . . . . . . . . . . . . . . . .
Taxation of Annuity Payments. . . . . . . . . . . . . . . . . . . . . . .

4
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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
FOR THE THREE PERIODS ENDED DECEMBER 31, 1994. . . . . . . . . . . . . . . . .
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liquidity and Capital Resources . . . . . . . . . . . . . . . . . . . . . .
Segment Information . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reserves. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pending Accounting Standards. . . . . . . . . . . . . . . . . . . . . . . .
THREE AND SIX-MONTH PERIODS ENDED SEPTEMBER 30, 1995 . . . . . . . . . . . . . .
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Results of Operations and Financial Condition. . . . . . . . . . . . . . .
Liquidity and Capital Resources. . . . . . . . . . . . . . . . . . . . . .
Pending Accounting Standards . . . . . . . . . . . . . . . . . . . . . . .
COMPETITION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EMPLOYEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
STATE AND FEDERAL REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . .
EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY. . . . . . . . . . . . . . . . .
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
STATEMENT OF ADDITIONAL INFORMATION: TABLE OF CONTENTS . . . . . . . . . . . . .
ORDER FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
APPENDIX A - Market Value Adjustment . . . . . . . . . . . . . . . . . . . . . .

5
<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. Joint annuitants
are only permitted in the payout phase.

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 "AIM Lifetime Plus Variable Annuity-
Registered Trademark- ," 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.

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.

FIXED ACCOUNT-- All of the assets of the Company that are not in separate
accounts.

6
<PAGE>

FIXED SUB-ACCOUNTS--These Sub-accounts are distinguished by Guarantee Period(s)
and the dates the period(s) begin. The Fixed Sub-accounts are established when
purchase payments are allocated to the Fixed Account; when previous Sub-accounts
expire and a new Guarantee Period is selected; and when You transfer an amount
to the Fixed Account.

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

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 applicable taxes on the Payout
Start Date. Income payment amounts may vary based on any Sub-account of the
Variable Account and/or may be fixed for the duration of the Income Plan.

INVESTMENT ALTERNATIVES--The Sub-accounts of the Variable Account and the Fixed
Account.

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

NON-QUALIFIED CONTRACTS-- Contracts other than Qualified Contracts.

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

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

QUALIFIED CONTRACTS--Contracts issued under plans that qualify for special
federal income tax treatment under Sections 401(a), 403(a), 403(b) and 408 of
the Internal Revenue Code.

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 normally
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.

7
<PAGE>

VARIABLE ACCOUNT--Glenbrook Life and Annuity Company Separate Account A, 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
corresponding Fund. The investment performance of each Variable Sub-account is
linked directly to the investment performance of its corresponding Fund.

8
<PAGE>

HIGHLIGHTS

THE CONTRACT

This Contract is designed for long-term financial planning and retirement
planning. Money can be allocated to any combination of Funds or the Fixed
Account. 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 Fund(s) you select. See "Accumulation Unit
Value," page ___ and "Income Plans," page ___.

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 Fixed Account. See "Fixed Account," page __.

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. 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, unless a refund of purchase
payments is required by state or federal law. See "Free-Look Period," page __.

HOW TO INVEST

Your first purchase payment must be at least $5,000 (for qualified
contracts, $2,000). Subsequent purchase payments must be at least $500.
Purchase payments may also be made pursuant to an Automatic Addition program.
See "Purchase Payment Limits," page ___.

At the time of your application, you will allocate your purchase payment
among the Investment Alternatives. The allocation you specify on the
application will be effective immediately. 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 ___.

9
<PAGE>

INVESTMENT ALTERNATIVES

The Variable Account invests in shares of the AIM Variable Insurance Funds,
Inc. (the "Fund Series"). The Fund Series has a total of nine Funds available
under the Contract. The Funds include: (1) AIM V.I. Capital Appreciation Fund;
(2) AIM V.I. Diversified Income Fund; (3) AIM V.I. Global Utilities Fund; (4)
AIM V.I. Government Securities Fund; (5) AIM V.I. Growth Fund; (6) AIM V.I.
Growth and Income Fund; (7) AIM V.I. International Equity Fund; (8) AIM V.I.
Money Market Fund; and (9) AIM V.I. Value Fund. The assets of each Fund are
held separately from the other Funds and each has distinct investment objectives
and policies which are described in the accompanying prospectus for the Fund
Series. In addition to the Variable Account, Owners can also allocate all or
part of their purchase payments to the Fixed Account. See "Fixed Account," on
page ___.

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 twelve per Contract Year. The Company is
presently waiving this charge. Transfers to the Fixed Account must be at least
$500. Certain Fixed Account transfers may be restricted. See "Transfers Among
Investment Alternatives," page ___.

You may want to enroll in a Dollar Cost Averaging program or an Automatic
Fund Rebalancing Program. See "Dollar Cost Averaging," page ___, and "Automatic
Fund Rebalancing," page __.

CHARGES AND DEDUCTIONS

The costs of the Contract include: a contract maintenance charge ($35
annually), a mortality and expense risk charge (deducted daily, equal on an
annual basis to 1.35% 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). The Company reserves the right to assess a transfer charge ($10 on
each transfer in excess of twelve per Contract Year). Additional deductions may
be made for certain taxes. See "Contract Maintenance Charge," page ___,
"Mortality and Expense Risk Charge," page ___, "Administrative Expense Charge,"
page ___, "Transfer Charges," page ___, and "Taxes," page ___.

10
<PAGE>

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 or Market Value
Adjustments will be applied to amounts withdrawn up to 10% of the amount of
purchase payments. Amounts withdrawn in excess of the 10% may be subject to a
withdrawal charge of 0% to 6% depending on how long purchase payments have been
invested in the Contract. Amounts withdrawn from a Sub-account of the Fixed
Account, in excess of the 10%, except during the 30 day period after the
Guarantee Period expires, will be subject to a Market Value Adjustment. See
"Withdrawals," page __, "Withdrawals or Transfers," page ___, and "Taxation of
Annuities in General," page ___.

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 ___.

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 Payments," page ___.

11
<PAGE>

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 Fund
Series.

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 Charge
Number of Complete Years Since Purchase as a
Payment Being Withdrawn Was Made Percentage

0 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6%
1 year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6%
2 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5%
3 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5%
4 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4%
5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4%
6 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3%
7 Years or more . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0%

Transfer Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . **
Annual Contract Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . $35***

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 amount of purchase payments may be
withdrawn without a contingent deferred sales charge or a Market Value
Adjustment.

12
<PAGE>

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

*** The annual Contract Fee will be waived if total purchase payments as of a
Contract Anniversary, or upon a full withdrawal, are $50,000 or if all monies
are allocated to the Fixed Account.

FUND EXPENSES
(AS A PERCENTAGE OF FUND ASSETS)

Total Fund
Annual
Fund Management Fees Other Expenses Expenses
- ---- --------------- ----------------- -----------------
<S> <C> <C> <C>
AIM V.I. Capital Appreciation Fund 0.65% 0.19% 0.84%
AIM V.I. Growth and Income Fund(3) 0.65% 0.41% 1.06%
AIM V.I. Global Utilities Fund(3) 0.00%(2) 1.50%(1) 1.50%
AIM V.I. Diversified Income Fund 0.60% 0.43% 1.03%
AIM V.I. Government Securities Fund 0.50% 0.60% 1.10%
AIM V.I. Growth Fund 0.65% 0.30% 0.95%
AIM V.I. International Equity Fund 0.75% 0.53% 1.28%
AIM V.I. Value Fund 0.65% 0.17% 0.82%
AIM V.I. Money Market Fund 0.40% 0.30% 0.70%
--------------------------------------------------------------------------------
</TABLE>

(1) "Other Expenses" listed for the AIM. V.I. Global Utilities Fund
include expense reimburesments. Had there been no expense reimbursements,
other expenses would have been 1.65%.

(2) The management fees listed are reduced because the Investment Advisor for
the Funds, A.I.M. Advisors, Inc. is temporarily waiving the imposition of
certain management fees. If this waiver were not in effect, the management fees
for the AIM V.I. Global Utilities Fund, as a percentage of each Fund's average
net assets would be 0.65%.

(3) The fees and expenses set forth are based on estimated amounts for the
current fiscal year.

13
<PAGE>

EXAMPLE

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:

Fund 1 Year 3 Years
- ---- ------ -------
<S> <C> <C>
AIM V.I. Capital Appreciation Fund $80 $126
AIM V.I. Growth and Income Fund $81 $129
AIM V.I. Global Utilities Fund $81 $129
AIM V.I. Diversified Income Fund $82 $134
AIM V.I. Government Securities Fund $83 $137
AIM V.I. Growth Fund $80 $127
AIM V.I. International Equity Fund $88 $151
AIM V.I. Value Fund $80 $126
AIM V.I. Money Market Fund $80 $126
</TABLE>

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:

Fund 1 Year 3 Years
- ---- ------ -------
<S> <C> <C>
AIM V.I. Capital Appreciation Fund $26 $81
AIM V.I. Growth and Income Fund $27 $84
AIM V.I. Global Utilities Fund $27 $84
AIM V.I. Diversified Income Fund $28 $89
AIM V.I. Government Securities Fund $29 $92
AIM V.I. Growth Fund $26 $82
AIM V.I. International Equity Fund $34 $106
AIM V.I. Value Fund $26 $81
AIM V.I. Money Market Fund $26 $81

</TABLE>

__________________________________________________________________

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

14
<PAGE>

various costs and expenses that you will bear directly or indirectly. Premium
taxes, which vary from 0 - 3.5% depending on the state where the Contract is
sold, are not reflected in the
example.

CONDENSED FINANCIAL INFORMATION

Condensed financial information for the Glenbrook Life and Annuity Company
Separate Account A is not included because, as of the date of this prospectus,
the Variable Account had not yet commenced operations and had no assets,
liabilities, or income.

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 Sub-accounts. Standardized yield
and 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 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.
Except in the case of the AIM V.I. Money Market Sub-account, 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 separate account level.

The AIM V.I. Money Market Sub-account may advertise, in addition to the
total return, either yield or the effective yield. The yield in this case
refers to the income generated by an investment in that Sub-account over a
seven-day period net of recurring charges at the separate

15
<PAGE>

account level. 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 AIM V.I. Money Market Sub-account 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.

FINANCIAL STATEMENTS

The financial statements of Glenbrook Life and Annuity Company are on page
__ of the prospectus. The financial statements of Glenbrook Life and Annuity
Company Separate Account A are not included because, as of the date of this
Prospectus, the Variable Account had not yet commenced operations and had no
assets, liabilities, or income.

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." As of the date of this
prospectus, the Company is licensed to operate in the District of Columbia and
all states except New Jersey and New York. The Company is currently pursuing a
license in New Jersey. The Company intends to market the Contract in those
jurisdictions in which it is licensed to operate. The Company's home office is
located at 3100 Sanders Road, Northbrook, Illinois 60062.

16
<PAGE>

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

The Company and Allstate Life entered into a reinsurance agreement,
effective June 5, 1992, under which the Company reinsures all of its business
with Allstate Life. 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.

THE VARIABLE ACCOUNT

Established on September 6, 1995, the Glenbrook Life and Annuity Company
Separate Account A 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 nine Sub-accounts, each of which
invests solely in its corresponding Fund of AIM Variable Insurance Funds, Inc.
Additional Variable Sub-accounts may be added at the discretion of the Company.

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 FUND SERIES

The Variable Account will invest in shares of the AIM Variable Insurance
Funds, Inc. (the "Fund Series"). The Fund Series is registered with the
Securities and Exchange Commission as an open-end, series, management investment
company. Registration of the Fund Series 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

17
<PAGE>

insurance contracts of various insurance companies, in addition to the Variable
Account.

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

AIM VARIABLE INSURANCE FUNDS, INC.

AIM Variable Insurance Funds, Inc. offers nine Funds for use with this
Contract: (1) AIM V.I Capital Appreciation Fund; (2) AIM V.I Diversified Income
Fund; (3) AIM V.I. Global Utilities Fund; (4) AIM V.I. Government Securities
Fund; (5) AIM V.I. Growth Fund; (6) AIM V.I. Growth and Income Fund; (7) AIM
V.I. International Equity Fund; (8) AIM V.I. Money Market Fund; and (9) AIM V.I.
Value Fund. Each Fund has different investment objectives and policies and
operates as a separate investment fund. The following is a brief description of
the investment objectives and programs of the Funds:

AIM V.I. CAPITAL APPRECIATION FUND ("CAPITAL APPRECIATION FUND") is a
diversified Fund which seeks to provide capital appreciation through investments
in common stocks, with emphasis on medium-sized and smaller emerging growth
companies.

AIM V.I. DIVERSIFIED INCOME FUND ("DIVERSIFIED INCOME FUND") is a
diversified Fund which seeks to achieve a high level of current income primarily
by investing in a diversified portfolio of foreign and U.S. government and
corporate debt securities, including lower rated high yield debt securities
(commonly known as "junk bonds").

AIM V.I. GLOBAL UTILITIES FUND ("GLOBAL UTILITIES FUND") is a
non-diversified Fund which seeks to achieve a high level of current income and,
as a secondary objective, to achieve capital appreciation, by investing
primarily in common and preferred stocks of public utility companies (either
domestic or foreign).

AIM V.I. GOVERNMENT SECURITIES FUND ("GOVERNMENT FUND") is a diversified
Fund which seeks to achieve a high level of current income consistent with
reasonable concern for safety of principal by investing in debt securities
issued, guaranteed or otherwise backed by the U.S. Government.

AIM V.I. GROWTH FUND ("GROWTH FUND") is a diversified Fund which seeks to
provide growth of capital through investments primarily in common stocks of
leading U.S. companies considered by AIM to have strong earnings momentum.

AIM V.I. GROWTH AND INCOME FUND ("GROWTH & INCOME FUND") is a diversified
Fund which seeks to provide growth of capital, with current income as a
secondary objective by investing primarily in dividend paying common stocks
which have prospects for both growth of capital and dividend income.

18
<PAGE>

AIM V.I. INTERNATIONAL EQUITY FUND ("INTERNATIONAL FUND") is a diversified
Fund which seeks to provide long-term growth of capital by investing in
international equity securities, the issuers of which are considered by AIM to
have strong earnings momentum.

AIM V.I. MONEY MARKET FUND ("MONEY MARKET FUND") is a diversified Fund
which seeks to provide as high a level of current income as is consistent with
the preservation of capital and liquidity by investing in a diversified
portfolio of money market instruments.

AIM V.I. VALUE FUND ("VALUE FUND") is a diversified Fund which seeks to
achieve long-term growth of capital by investing primarily in equity securities
judged by AIM to be undervalued relative to the current or projected earnings of
the companies issuing the securities, or relative to current market values of
assets owned by the companies issuing the securities or relative to the equity
markets generally. Income is a secondary objective.

INVESTMENT ADVISOR FOR THE FUNDS

A.I.M. Advisors, Inc., ("AIM") serves as the investment advisor to each
Fund. AIM was organized in 1976 and, together with its affiliates, manages or
advises 38 investment company portfolios (including the Funds). AIM is a wholly
owned subsidiary of A.I.M. Management Group Inc., a holding company. AIM
manages pursuant to a master investment advisory agreement dated October 18,
1993, as amended April 28, 1994. As of November 15, 1995, total assets advised
or managed by AIM and its affiliates were approximately $40 billion.

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

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

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

FIXED ACCOUNT

Purchase payments and transfers allocated to one or more of the
Sub-accounts of the 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

19
<PAGE>

Periods of one, 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 $500 may be allocated to any one Sub-account. The Company reserves the
right to limit the number of additional purchase payments. The Fixed Account
Investment Alternative may not be available in all states. Please consult with
your sales representative for current information.

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 following example illustrates how the Sub-account value for a Sub-
account of the 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: . . . . . . . . . . . . . . . . 5.50%

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) 1.055
----
$10,550.00
Sub-Account Value at end of Contract $10,550.00
year 1 X (1 + Effective Annual Rate) 1.055
----
$11,130.25
Sub-Account Value at end of Contract $11,130.25
year 2 X (1 + Effective Annual Rate) 1.055
----
$11,742.41
Sub-Account Value at end of Contract $11,742.41
year 3 X (1 + Effective Annual Rate) 1.055
----
$12,388.25
Sub-Account Value at end of Contract $12,388.25
year 4 X (1 + Effective Annual Rate) 1.055
-----

Sub-Account Value at end of Guarantee Period: $13,069.60
----------
----------

TOTAL INTEREST CREDITED IN GUARANTEE PERIOD: $3,069.60 ($13,069.60 -$10,000.00)

</TABLE>

20
<PAGE>

NOTE: The above illustration assumes no withdrawals of any amount during the
entire five year period. A withdrawal charge and a Market Value Adjustment may
apply to any amount withdrawn in excess of 10% of the amount of purchase
payments. The hypothetical interest rate is for illustrative purposes only and
is not intended to predict future interest rates to be declared under 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. The Company guarantees that the interest rates
will never be less that the minimum guaranteed rate shown in the Contract. For
current interest rate information, please contact your sales representative or
the Company's customer support unit at 1(800)776-6978

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.

Prior to 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 any Sub-account
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 amount withdrawn will be deemed to have been
withdrawn on the day the guarantee period expired.

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. The Company reserves the right to
discontinue this Program. For additional information on the

21
<PAGE>

Automatic Laddering Program, please call the Company's Customer Support Unit at
1(800)776-6978.

WITHDRAWALS OR TRANSFERS

With the exception of transfers made automatically through dollar cost
averaging, all withdrawals and transfers, paid from a Sub-account of the Fixed
Account other than during the 30 day period after a Guarantee Period expires are
subject to a Market Value Adjustment.

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).

MARKET VALUE ADJUSTMENT

The Market Value Adjustment reflects the relationship between (1) the
Treasury Rate for the time remaining in the Guarantee Period at the time of the
request for withdrawal or transfer, and (2) the Treasury Rate at the time the
Sub-account was established. As such, the Owner bears some investment risk
under the Contract. Treasury Rate means the U.S. Treasury Note Constant
Maturity yield for the preceding week as reported in Federal Reserve Bulletin
Release H.15.

Generally, if the Treasury Rate for the Guarantee Period is higher than the
applicable current Treasury Rate, then the Market Value Adjustment will result
in a higher amount payable to the Owner or transferred. Similarly, if the
Treasury Rate at the time the Sub-account was established is lower than the
applicable Treasury 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 or transferred.

For example, assume the Owner purchases a Contract and selects an initial
Guarantee Period of five years and the five year Treasury Rate for that duration
is 5.50%. Assume that at the end of 3 years, the Owner makes a partial
withdrawal. If, at that later time, the current two year Treasury Rate 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 two year
Treasury Rate is 7.00%, 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.

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<PAGE>

PURCHASE OF THE CONTRACTS

PURCHASE PAYMENT LIMITS

Your first purchase payment must be at least $5,000 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 $500 or more and may be made
at any time prior to the Payout Start Date. Subsequent purchase payments may
also be made from your bank account through Automatic Additions. Under an
Automatic Additions program, the minimum purchase payment for allocation to the
Variable Account is $100 and for allocation to the Fixed Account the minimum
purchase payment is $500. Please consult with your sales representative for
detailed information about Automatic Additions.

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

FREE-LOOK PERIOD

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. 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 unless a refund of purchase
payments is required by state or federal law.

CREDITING OF INITIAL PURCHASE PAYMENT

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 by the Company at
its home office.

<PAGE>
ALLOCATION OF PURCHASE PAYMENTS

On the application, you instruct us how to allocate the purchase payment
among the Investment Alternatives. Purchase payments may be allocated in whole
percents, from 0% to 100% (total allocation equals 100%) 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 Fund.

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 INVESTMENT ALTERNATIVES

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 twelve per Contract Year. The Company is presently
waiving this charge. Transfers to or from more than one Investment Alternative
on the same day are treated as one transfer. Transfers among Investment
Alternatives before the Payout Start Date may be made at any time. See
"Transfers and Withdrawals," page ___ for the requirements on transfers from the
Fixed Account.

24
<PAGE>

After the Payout Start Date, transfers among Sub-accounts of the Variable
Account or from a variable amount income payment to a fixed amount income
payment 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 a fixed amount income payment are not allowed.

Telephone transfer requests will be accepted by the Company if received at
1(800)776-6978 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. 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 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 minimum amount that may be transferred into a Sub-account of the Fixed
Account is $500. Any transfer from a Sub-account of the Fixed Account at a time
other than during the 30 day period after a Guarantee Period expires will be
subject to a Market Value Adjustment. If any transfer reduces the value of a
Sub-account of the Fixed Account to less than $500, the Company will treat the
request as a transfer of the entire Sub-account value.

The Company reserves the right to waive 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 the one year Guarantee Period Sub-account of
the Fixed Account, to any Sub-account of the Variable Account. Transfers made
through Dollar Cost Averaging must be $50 or more. Dollar Cost Averaging cannot
be used to transfer amounts to the Fixed Account. Transfers made through Dollar
Cost Averaging are not subject to a Market Value Adjustment. In addition, such
transfers are not assessed a $10 charge and are not included in the twelve 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

25
<PAGE>

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 FUND REBALANCING

Transfers may be made automatically through Automatic Fund Rebalancing
prior to the Payout Start Date. By electing Automatic Fund 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 Fund Rebalancing are not assessed a $10
charge and are not included in the twelve free transfers per Contract Year.

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

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 (or 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 applicable 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 ___.

Money can be withdrawn from the Variable Account or the Fixed Account. To
complete the partial withdrawal from the Variable Account, the Company will
redeem 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

26
<PAGE>

named, then the withdrawal request is incomplete and cannot be honored.

The minimum partial withdrawal is $50. If any withdrawal reduces the value
of any Sub-account of the Fixed Account to less than $500, we will treat the
request as a withdrawal of the entire Sub-account value. If the Contract Value
after a partial withdrawal would be less than $1,000, then the Company will
treat the request as one for 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.

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 Fund Rebalancing.

Partial and full withdrawals may be subject to income tax and a 10% tax
penalty. This tax and penalty are explained in "Federal Tax Matters," on page
___.

After the Payout Start Date, withdrawals are only permitted when payments
from the Variable Account are being made that do not involve life contingencies.
In that case, you may terminate the Variable Account portion of the income
payments at any time and receive a lump sum equal to the commuted balance of the
remaining variable payments due, less any applicable withdrawal charge.

INCOME PAYMENTS

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 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 anniversary of the issue date, if later.

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.

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<PAGE>

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 will be used.

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 Funds, and (b) Annuitants may not live
as long as, or may live longer than, expected.

The Income Plan option selected will affect the dollar amount of each
income payment. For example, if an Income Plan for a Life Income is chosen, the
income payments will be greater than income payments under an Income Plan for a
Life Income with Guaranteed Payments.

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. For more detailed
information as to how Variable Account income payments are determined see the
Statement of Additional Information.

FIXED AMOUNT INCOME PAYMENTS

Income payment amounts derived from any monies allocated to Sub-accounts of
the Fixed Account during the accumulation phase are fixed for the duration of
the Income Plan. The fixed amount income payment amount is calculated by
applying the portion of the Contract Value in the Fixed Account 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 Income Plans include:

INCOME PLAN 1 -- LIFE INCOME WITH GUARANTEED PAYMENTS

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<PAGE>

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.

29
<PAGE>

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 NUMBER OF PAYMENTS

The Company will make payments for a specified number of months 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 assets supporting
these payments even though the Company does not bear any mortality risk.

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.

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 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
and 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.

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<PAGE>

DEATH BENEFITS

DISTRIBUTION UPON DEATH PAYMENT PROVISIONS

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 a distribution upon death is not a natural
person, then 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 a distribution upon death in one or more distributions or
periodic payments through an Income Plan.

A death benefit will be paid: 1) if the Owner elects to receive the death
benefit in a single payment distributed 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. The
settlement value is the same amount that would be paid in the event of
withdrawal of the Contract Value. The Company will calculate the settlement
value at the end of the Valuation Period coinciding with the requested
distribution date for payment or on the mandatory distribution date of 5 years
after the date of death. In any event, the entire distribution upon death must
be distributed within five years after the date of death unless an Income Plan
is selected or a surviving spouse continues the Contract in accordance with the
following sections:

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.

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. The Company will only
permit the Contract to be continued once. 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.

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<PAGE>

DEATH BENEFIT AMOUNT

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

(a) the Contract Value on the date the Company determines the death
benefit; or

(b) the amount that would have been payable in the event of a full
withdrawal of the Contract Value on the date the Company determines
the death benefit; or

(c) the Contract Value on the Death Benefit Anniversary immediately
preceding the date the Company determines the death benefit adjusted
by any purchase payments, withdrawals and charges made between such
Death Benefit Anniversary and the date the Company determines the
death benefit. 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. The death benefit will never be less than the
sum of all purchase payments less any amounts previously withdrawn
(including income tax withholding).

In addition to the above options, upon purchase of the Contract, the Owner
can select one of the following enhanced death benefit options:

(A) 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 the amount of any partial withdrawals
since that anniversary. Anniversary values will be calculated for
each Contract Anniversary prior to the earlier of: (i) the date we
determine the death benefit, or (ii) the deceased's attained age 75 or
5 years after the date the Contract was established, if later; or

(B) total purchase payments minus the sum of all partial withdrawals.
Each purchase payment and each partial withdrawal will accumulate
daily at rate equivalent to 5% per year until the earlier of: (i) the
date we determine the death benefit, or (ii) the first day of the
month following the deceased's 75th birthday or 5 years after the
issue date, if later.

If neither option is selected by the Owner, the Contract will automatically
include option (A).

The value of the death benefit will be determined at the end of the
Valuation Period during which the Company receives a complete request for
payment of the death benefit, which includes due proof of death.

The Company will not settle any death claim until it receives due proof of
death.

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<PAGE>

CHARGES AND OTHER DEDUCTIONS

DEDUCTIONS FROM PURCHASE PAYMENTS

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
amount of purchase payments. 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.

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 Contract Value will be adjusted to reflect the amount of payment received by
the Owner, any withdrawal charge, any applicable taxes and any Market Value
Adjustment.

Withdrawals in excess of the Free Withdrawal Amount will be subject to a
withdrawal charge as set forth below:

COMPLETE YEARS SINCE
PURCHASE PAYMENT BEING APPLICABLE WITHDRAWAL
WITHDRAWN WAS MADE CHARGE PERCENTAGE

---------------------------------------------------------------------
<S> <C>
0 YEARS.................................... 6%
1 YEAR..................................... 6%
2 YEARS.................................... 5%
3 YEARS.................................... 5%
4 YEARS.................................... 4%
5 YEARS.................................... 4%
6 YEARS.................................... 3%
7 YEARS OR MORE............................ 0%

</TABLE>

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<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 .

The Company reserves the right to waive the withdrawal charge with respect
to Contracts issued to employees and registered representatives of any
broker-dealer that has entered into a sales agreement with Allstate Life
Financial Services, Inc. ("ALFS") to sell the Contracts and all wholesalers and
their employees that are under agreement with ALFS to wholesale the Contract.
In addition, 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) 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. The withdrawal charge will also be waived on withdrawals taken
to satisfy IRS required minimum distribution rules for this Contract.

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 $35 per Contract Year over the life of the Contract. This
charge will be waived if the total purchase payments are $50,000 or more on a
Contract Anniversary or if all money is allocated to the Fixed Account 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.

On each Contract Anniversary prior to the payout start date, the contract
maintenance charge will be deducted from Sub-accounts 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 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 $35, or $2.92, will be deducted if
there are twelve income payments during the Contract Year. A full contract
maintenance charge will be deducted if the Contract is terminated on any date
other than a Contract Anniversary.

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<PAGE>

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 Contracts. 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 1.35% of the daily net assets you have allocated to the
Sub-accounts of the Variable Account. The Company estimates that .95% is
attributable to the assumption of mortality risks and .40% is attributable to
the assumption of expense risks. The Company guarantees that the amount of 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 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

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<PAGE>

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 twelve per Contract Year, excluding transfers through Dollar Cost
Averaging and Automatic Fund Rebalancing. The Company is presently waiving this
charge.

FUND EXPENSES

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

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.

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.

<PAGE>

Unless otherwise provided in the Beneficiary designation, if a Beneficiary
predeceases the Owner and there are no other surviving beneficiaries, the new
Beneficiary will be: 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 Company will not honor an assignment of an interest in a Contract as
collateral or security for a loan. Otherwise, the Owner may assign benefits
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. Federal law
prohibits or restricts the assignment of benefits under many types of retirement
plans and the terms of such plans may themselves contain restrictions on
assignments.

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 may be delayed for up to 6
months.

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 to make any changes required by the Code or by any other applicable law.

37
<PAGE>

CUSTOMER INQUIRIES

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

GLENBROOK LIFE AND ANNUITY COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
1-800/776-6978

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

As a general rule, annuity contracts owned by non-natural persons such as
corporations, trusts, or other entities are not treated as annuity contracts for
federal income tax purposes 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.

38
<PAGE>

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 stated 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 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.

39
<PAGE>

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 before the withdrawal
exceeds the investment in the contract. The investment in the contract is the
gross premium or other consideration paid for the contract reduced by any
amounts previously received from the contract to the extent such amounts were
properly excluded from the owner's gross income. 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 (i.e.,
nondeductible IRA contributions, after tax contributions to qualified plans)
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. The contract provides a death benefit that in certain
circumstances may exceed the greater of the payments and the contract value. As
described elsewhere in the prospectus, the Company imposes certain charges with
respect to the death benefit. It is possible that some portion of those charges
could be treated for federal tax purposes as a partial withdrawal from the
contract.

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. Once the total amount of the investment
in the contract is excluded using these ratios, the annuity payments will be
fully taxable. If annuity payments cease because of the death of the annuitant
before the total amount of the investment in the contract is recovered, the
unrecovered amount generally will be allowed as a deduction to the annuitant for
his last taxable year.

40
<PAGE>

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 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 life expectancy; or (4) made under an immediate annuity. Similar rules apply
for distributions under certain qualified contracts; or (5) attributable to an
investment in the contract before August 14, 1982. A competent tax advisor
should be consulted to determine if any other exceptions to the penalty apply to
your specific circumstances.

AGGREGATION OF ANNUITY CONTRACTS

All non-qualified deferred 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) Tax Sheltered Annuities under Section 403(b) of the Code; (4) Corporate and
Self Employed Pension and Profit Sharing Plans; and (5) 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

41
<PAGE>

reduction contributions, may be made only after the employee attains age 59
1/2, separates from service, dies, becomes disabled or on account of hardship
(earnings on salary reduction contributions may not be distributed on the
account of hardship). These limitations do not apply to withdrawals where the
Company is directed to transfer some or all of the contract value to another
Section 403(b) plans.

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 Exchange 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 may vary, but in aggregate are not anticipated to exceed
6.75% 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 1.20%, 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 of ALFS
by the Company for liability to Owners arising out of services rendered or
Contracts issued.

42
<PAGE>

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 Fund Series. The Company will solicit and cast each vote according to the
procedures set up by the Fund Series 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 Fund.)

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 Fund.

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 .

GLENBROOK LIFE AND ANNUITY COMPANY
SELECTED FINANCIAL DATA
(IN THOUSANDS)
<TABLE>
<CAPTION>
Year-End Financial Data 1994 1993 1992*
- ----------------------- -------- -------- -------
<S> <C> <C> <C>
For The Years Ended December 31:
Income Before Taxes. . . . . . . . . . $ 2,017 $ 836 $ 337
Net Income . . . . . . . . . . . . . 1,294 529 212
As of December 31:

43
<PAGE>

Total Assets(1). . . . . . . . . . . . 751,680 169,361 12,183
</TABLE>
(1)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.

44
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
AND FOR THE PERIOD FROM APRIL 1, 1992
(DATE OF ACQUISITION) TO DECEMBER 31, 1992

GENERAL

Glenbrook Life and Annuity Company (the "Company") is wholly owned by
Allstate Life Insurance Company ("Allstate Life"), which is wholly owned by
Allstate Insurance Company, a wholly-owned subsidiary of The Allstate
Corporation (the "Corporation"). In November 1994, Sears, Roebuck and Co.
("Sears") announced it intended to distribute in a tax-free dividend to its
stockholders its 80.3% ownership interest of the Corporation.

The Company issues single and flexible premium fixed annuity contracts. In
addition the Company issues flexible premium deferred variable annuity
contracts.

Effective December 31, 1993, the Company entered into an assumption
reinsurance treaty with an affiliate, Glenbrook Life Insurance Company, to
reinsure certain annuity contracts. Per the terms of the agreement, the Company
assumed all of Glenbrook Life Insurance Company's liability under such
contracts.

The Company reinsures all of its insurance in force, including the business
assumed from Glenbrook Life Insurance Company, with Allstate Life. Accordingly,
the results of operations with respect to applications received and contracts
issued by the Company are not reflected in the Company's financial statements.
The amounts reflected in the Company's financial statements relate only to the
investment of those assets of the Company that are not transferred to Allstate
Life under the reinsurance agreement.

RESULTS OF OPERATIONS

Net investment income was $2.0 million in 1994 compared with $836 thousand
and $405 thousand in 1993 and 1992, respectively. Invested assets grew $38.5
million in 1994 due entirely to a capital contribution from Allstate Life during
the third quarter of 1994.

Net income was $1.3 million compared to $529 thousand in 1993 and $212
thousand in 1992. The increase in 1994 is due to the increase in investment
income.

45
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Under the terms of intercompany reinsurance agreements, assets of the
Company that relate to insurance in-force are transferred to Allstate Life.
Therefore, the funds necessary to support the operations of the Company are
generally provided by Allstate Life and the invested assets supporting contract
liabilities are held by Allstate Life.

During the third quarter of 1994, the Company received a capital
contribution of $39 million from Allstate Life.

SEGMENT INFORMATION

The Company's operations consist of one business segment which is the
issuance of insurance and annuity products.

RESERVES

Under the Company's reinsurance agreement with Allstate Life, the Company
reinsures all reserve liabilities with Allstate Life except for the variable
portion of variable contracts. The Company's variable contract assets and
liabilities are held in legally segregated unitized separate accounts and are
retained by the Company. The transactions related to guaranteed benefits under
the variable contracts are transferred to Allstate Life.

INVESTMENTS

The Company generally holds its fixed income securities for the long term,
but has classified them as "available for sale" and carries them in the
statement of financial position at fair value, to allow maximum flexibility in
portfolio management.

PENDING ACCOUNTING STANDARDS

In May, 1993, the Financial Accounting Standards Board ("FASB") issued FASB
No. 114, "Accounting by Creditors for Impairment of a Loan." The statement,
which must be adopted by 1995, requires that impairment loans be measured based
on the present value of expected future cash flows discounted at the loan's
effective interest rate. The impact on net income and financial condition of
adopting this statement is not expected to be significant.

46
<PAGE>

GLENBROOK LIFE AND ANNUITY COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 1995

GENERAL

Glenbrook Life and Annuity Company ("the Company") is wholly owned by
Allstate Life Insurance Company ("Allstate Life"). Allstate Life is wholly-
owned by Allstate Insurance Company, a wholly-owned subsidiary of The Allstate
Corporation ("the Corporation"). Sears, Roebuck and Co. distributed its 80.3%
ownership in the Corporation on June 30, 1995 to Sears common shareholders
through a tax-free dividend. As a result of the distribution, Sears no longer
has an ownership interest in the Corporation.

The Company issues single and flexible premium annuity contracts and
flexible premium deferred variable annuity contracts.

The Company reinsures all of its insurance in force with Allstate Life.
Accordingly, the results of operations with respect to applications received and
contracts issued by the Company are not reflected in the Company's Statements of
Income.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Pre-tax net investment income in the third quarter of 1995 increased 72.1%
to $1.0 million compared to $581 thousand for the same period in 1994. For the
first nine months of 1995, pre-tax net investment income increased to $3.0
million compared to $1.0 million in the prior year. The increases were related
to an increased level of invested assets which resulted from a $39 million
capital contribution from Allstate Life during the third quarter of 1994. Net
income reflects the changes in pre-tax investment income.

The Statement of Financial Position at September 30, 1995 reflects an
increase of 68.6% from December 31, 1994 in both contractholder funds and
amounts recoverable from Allstate Life Insurance Company under reinsurance
treaties. These increases are due to sales of the Company's single and flexible
premium annuity contracts. Unrealized net capital gains (losses) increased $3.3
million to an unrealized net capital gain of $2.2 million, as compared to an
unrealized net capital loss of $1.1 million at December 31, 1994. Fluctuations
in unrealized gains (losses) are largely a function of overall market
conditions. Current year increases are the result of an overall lower interest
rate environment as compared to December 31, 1994.

47
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Under the terms of the reinsurance agreements, assets of the Company that
relate to insurance inforce are transferred to Allstate Life. Therefore, the
funds necessary to support the operations of the Company are provided by
Allstate Life, and the Company is not required to obtain additional capital to
support inforce or future business.

PENDING ACCOUNTING STANDARDS

In March 1995, the Financial Accounting Standards Board issued SFAS No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of". The statement requires that long-lived assets and certain
identifiable intangibles to be held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. The statement requires that
impairment loss be measured for those assets as the amount by which the
carrying amount of the asset exceeds the asset's fair value. This statement
will be adopted in 1996 and is not expected to have a material impact on the
Company's results of operations or financial position.

In October 1995, the FASB issued SFAS No. 123 "Accounting for Stock-Based
Compensation" which encourages entities to adopt a fair value based method of
accounting for compensation cost of employee stock compensation plans. The
statement allows an entity to continue the application of accounting prescribed
by APB Opinion No. 25, "Accounting for Stock Issued to Employees", however pro
forma disclosures of net income and earnings per share, as if the fair value
based method of accounting defined by this statement had been applied, are
required. The disclosure requirements of this statement will be adopted in
1996. Results of operations and financial position will not be affected by the
adoption of this statement.

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 insurer's 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

48
<PAGE>

Rating Services assigns AA+ (Excellent) to Glenbrook Life's claims-paying
ability and Moody's assigns an Aa3 (Excellent) financial stability rating to
Glenbrook Life. These ratings do not relate to the investment performance of
the Variable Account.

EMPLOYEES

As of December 31, 1994, Allstate Life has approximately 31 employees at
its home office in Northbrook, Illinois who work primarily on the Company's
matters.

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 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.

49
<PAGE>

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).

50
<PAGE>

LOUIS G. LOWER, II, 50, Chief Executive Officer (1995)* and Chairman of the
Board (1992)*

He is also President and Chairman of the Board of Directors of Allstate
Life Insurance Company, Northbrook Life Insurance Company, Glenbrook Life
Insurance Company, The Northbrook Corporation and Allstate Life Insurance
Company of New York; Chairman of the Board of Directors and Chief Executive
Officer of Surety Life Insurance Company and Lincoln Benefit Life Company;
Chairman of the Board of Directors of Allstate Settlement Corporation; Director
and Senior Vice President of Allstate Insurance Company; Vice President of the
Allstate Foundation; and Director of Allstate Life Financial Services, Inc.,
Allstate Indemnity Company, Allstate Property and Casualty Insurance Company,
Deerbrook Insurance Company, Northbrook Indemnity Company, Northbrook National
Insurance Company, Northbrook Property and Casualty Insurance Company, Allstate
International, Inc. and Saison Life Insurance Company, Ltd. Prior to 1990, he
was Executive Vice President of Allstate Life Insurance Company. From 1992 to
1995, in addition to his position as Chairman of the Board, he was
also President of the Company.

MARLA G. FRIEDMAN, 41, President, Chief Operating Officer (1995)* and Director
(1992)*

She is also Vice President and Director of Allstate Life Insurance Company,
Northbrook Life Insurance Company, Glenbrook Life Insurance Company and The
Northbrook Corporation; and Director of Allstate Settlement Corporation and
Allstate Life Financial Services, Inc. Prior to 1995, she was Vice President
and Director of Glenbrook Life and Annuity Company and prior to 1992, she was
Vice President and Director of Allstate Life Insurance Company and Northbrook
Life Insurance Company. Prior to 1995, she was also Vice President of the
Company.

MICHAEL J. VELOTTA, 50, Vice President, Secretary, General Counsel, and Director
(1993)*

He is also Vice President, Secretary, General Counsel and Director of
Allstate Life Insurance Company, Northbrook Life Insurance Company, Glenbrook
Life Insurance Company and Allstate Life Insurance Company of New York;
Secretary and Director of Allstate Settlement Corporation, Allstate Life
Financial Services, Inc. and The Northbrook Corporation; and Director of Surety
Life Insurance Company and Lincoln Benefit Life Company. Prior to 1993, he was
Vice President and Assistant General Counsel of Allstate Insurance Company.

PETER H. HECKMAN, 49, Vice President and Director (1992)*

He is also Vice President and Director of Allstate Life Insurance Company,
Northbrook Life Insurance Company, Glenbrook Life Insurance Company, Allstate
Settlement Corporation and Allstate Life Insurance Company of New York; Vice
President and Controller of The Northbrook Corporation; and Director of Surety
Life Insurance Company and Lincoln Benefit Life Company. Prior to 1992, he was
Vice President and Director of Allstate Life Insurance

51
<PAGE>

Company, Northbrook Life Insurance Company, Glenbrook Life Insurance Company and
Allstate Life Insurance Company of New York.

G. CRAIG WHITEHEAD, 49, Senior Vice President (1992)* and Director (1995)*

He is also Assistant Vice President and Director of Glenbrook Life
Insurance Company and Assistant Vice President of Allstate Life Insurance
Company. Prior to 1992, he was an Assistant Vice President of Glenbrook Life
Insurance Company and Allstate Life Insurance Company and prior to 1991, he was
a director in the strategic planning area of Allstate Insurance Company.

BARRY S. PAUL, 40, Assistant Vice President and Controller (1992)*

He is also Assistant Vice President and Controller of Allstate Life
Insurance Company, Northbrook Life Insurance Company, Allstate Life Insurance
Company of New York and Glenbrook Life Insurance Company. Prior to 1991, he was
Assistant Vice President of Allstate Life Insurance Company, Northbrook Life
Insurance Company and Allstate Life Insurance Company of New York.

* Date elected/appointed 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 1994. The allocated cash compensation of all
officers of the Company as a group for services rendered in all capacities to
the Company during 1994 totaled $9,216.31. Directors of the Company receive no
compensation in addition to their compensation as employees of the Company.

52
<PAGE>

SUMMARY COMPENSATION TABLE
(Allstate Life Insurance Co.)

<TABLE>
<CAPTION>
Long Term Compensation
----------------------------
Annual Compensation Awards Payouts
---------------------------------- ------------ -----------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities
Annual Restricted Underlying LTIP All Other
Compensation Stock Options/ Payouts Compensation
Name and Principal Position Year Salary($) Bonus($) $ Award(s) SARs(#) ($) ($)
- ------------------------------ ---- -------- -------- -------- -------- ------ --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Louis G. Lower, II . . . . . . 1994 $389,050 $ 26,950 $ 25,889 $170,660 N/A 0 $ 1,890(1)
President and Chairman 1993 $374,200 $294,683 $ 52,443 $318,625 N/A $ 13,451 $ 6,296(1)
of the Board of Directors 1992 $356,625 0 $ 11,981 $206,388 N/A $ 173,561 $ 2,095(1)
</TABLE>
(1) Amount received by Mr. Lower which represents the value allocated to his
account from employer contributions under The Savings and Profit Sharing Fund of
Sears employees.

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.

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 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 report appearing herein, and are
included in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.

53
<PAGE>

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 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>
34

[LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS AND SHAREHOLDER
OF GLENBROOK LIFE AND ANNUITY COMPANY:

We have audited the accompanying Statements of Financial Position of Glenbrook
Life and Annuity Company (an affiliate of Sears, Roebuck and Co.) as of December
31, 1994 and 1993, and the related Statements of Income, Shareholder's Equity
and Cash Flows for the years ended December 31, 1994 and 1993 and for the period
from April 1, 1992 (date of acquisition) to December 31, 1992. Our audits also
included Schedule IV -- Reinsurance for the years ended December 31, 1994 and
1993 and for the period from April 1, 1992 to December 31, 1992. These financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits.

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

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Glenbrook Life and Annuity Company as of
December 31, 1994 and 1993 and the results of its operations and its cash flows
for the years ended December 31, 1994, 1993, and for the period from April 1,
1992 (date of acquisition) to December 31, 1992 in conformity with generally
accepted accounting principles. Also in our opinion, Schedule IV -- Reinsurance,
when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

As discussed in Note 3 to the financial statements, in 1993 the Company changed
its method of accounting for investments in debt securities.

/s/ Deloitte & Touche LLP
April 1, 1995
<PAGE>
35

GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1994 1993
---------- ----------
($ IN THOUSANDS)
<S> <C> <C>
Assets
Investments
Fixed income securities:
Available for sale, at fair value (amortized cost $51,527 and $9,543)............... $ 49,807 $ 10,609
Short-term............................................................................ 924 1,591
---------- ----------
Total investments................................................................. 50,731 12,200
Reinsurance recoverable from Allstate Life Insurance Company............................ 696,854 154,799
Cash.................................................................................... 299
Net receivable from affiliates.......................................................... 88 41
Other................................................................................... 4,007 2,022
---------- ----------
Total assets...................................................................... $ 751,680 $ 169,361
---------- ----------
---------- ----------
Liabilities
Contractholder funds.................................................................... $ 696,854 $ 154,799
Income taxes payable.................................................................... 63 574
Other liabilities and accrued expenses.................................................. 2,105 813
---------- ----------
Total liabilities................................................................. 699,022 156,186
---------- ----------
Commitments and contingencies
Shareholder's equity
Common stock ($500 par, 42,000 shares authorized, issued, and outstanding).............. 2,100 2,100
Additional capital paid-in.............................................................. 49,641 9,641
Unrealized net capital (losses) gains................................................... (1,118) 693
Retained income......................................................................... 2,035 741
---------- ----------
Total shareholder's equity........................................................ 52,658 13,175
---------- ----------
Total liabilities and shareholder's equity........................................ $ 751,680 $ 169,361
---------- ----------
---------- ----------
</TABLE>

See notes to financial statements.
<PAGE>
36

GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF INCOME

<TABLE>
<CAPTION>
FOR THE
FOR THE YEAR ENDED PERIOD FROM
DECEMBER 31, APRIL 1 TO
-------------------- DECEMBER 31,
1994 1993 1992
--------- --------- -------------
($ IN THOUSANDS)
<S> <C> <C> <C>
Revenues
Investment income, less investment expense.................. $ 2,017 $ 753 $ 405
Realized capital gains and losses........................... 83
--------- --------- -----
2,017 836 405
Expenses
Operating expenses.......................................... 68
--------- --------- -----
Income before income taxes.................................... 2,017 836 337
Income tax expense............................................ 723 307 125
--------- --------- -----
Net income.................................................... $ 1,294 $ 529 $ 212
--------- --------- -----
--------- --------- -----
</TABLE>

See notes to financial statements.
<PAGE>
37

GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF SHAREHOLDER'S EQUITY

<TABLE>
<CAPTION>
UNREALIZED
ADDITIONAL NET CAPITAL
COMMON CAPITAL GAINS RETAINED
STOCK PAID-IN (LOSSES) INCOME TOTAL
----------- ----------- ----------- ----------- ---------
($ IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Balance, at April 1, 1992 (date of acquisition).......... $ 2,100 $ 3,641 $ -- $ -- $ 5,741
Net income............................................. 212 212
Capital contribution................................... 6,000 6,000
Change in unrealized net capital gains and losses...... (10) (10)
----------- ----------- ----------- ----------- ---------
Balance, December 31, 1992............................... 2,100 9,641 (10) 212 11,943
Net income............................................. 529 529
Change in unrealized net capital gains and losses...... 703 703
----------- ----------- ----------- ----------- ---------
Balance, December 31, 1993............................... 2,100 9,641 693 741 13,175
Net income............................................. 1,294 1,294
Capital contribution................................... 40,000 40,000
Change in unrealized net capital gains and losses...... (1,811) (1,811)
----------- ----------- ----------- ----------- ---------
Balance, December 31, 1994............................... $ 2,100 $ 49,641 $ (1,118) $ 2,035 $ 52,658
----------- ----------- ----------- ----------- ---------
----------- ----------- ----------- ----------- ---------
</TABLE>

See notes to financial statements.
<PAGE>
38

GLENBROOK LIFE AND ANNUITY COMPANY
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE
FOR THE YEAR ENDED PERIOD FROM
DECEMBER 31, APRIL 1 TO
--------------------- DECEMBER 31,
1994 1993 1992
---------- --------- ------------
($ IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income................................................................. $ 1,294 $ 529 $ 212
Adjustments to reconcile net income to net cash from operating activities:
Amortization............................................................. 97 58 45
Realized capital gains................................................... (83)
Changes in other operating assets and liabilities........................ (277) 598 (90)
---------- --------- ------------
Net cash from operating activities..................................... 1,114 1,102 167
---------- --------- ------------
Cash flows from investing activities:
Fixed income securities available for sale:
Proceeds from sales...................................................... 3,015
Investment collections................................................... 649 969 403
Investment purchases..................................................... (42,729) (3,737) (6,996)
Net change in short-term investments....................................... 667 (1,102) (489)
---------- --------- ------------
Net cash from investing activities..................................... (41,413) (855) (7,082)
---------- --------- ------------
Cash flows from financing activities:
Capital contribution....................................................... 40,000 -- 6,000
---------- --------- ------------
Net cash from financing activities..................................... 40,000 -- 6,000
---------- --------- ------------
Net (decrease) increase in cash.............................................. (299) 247 (915)
Cash at date of acquisition.................................................. 967
Cash at beginning of period.................................................. 299 52
---------- --------- ------------
Cash at end of period........................................................ $ 0 $ 299 $ 52
---------- --------- ------------
---------- --------- ------------
</TABLE>

See notes to financial statements.
<PAGE>
39

GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994 AND 1993
AND PERIOD FROM APRIL 1, 1992
(DATE OF ACQUISITION) TO DECEMBER 31, 1992
($ IN THOUSANDS)

1. BASIS OF PRESENTATION
Glenbrook Life and Annuity Company (the "Company") is wholly owned by Allstate
Life Insurance Company ("Allstate Life"), which is wholly owned by Allstate
Insurance Company ("Allstate"), a wholly-owned subsidiary of The Allstate
Corporation (the "Corporation"). In November 1994, Sears, Roebuck and Co.
("Sears") announced it intends to distribute in a tax-free dividend to its
stockholders its 80.2% ownership interest of the Corporation (the
"Distribution"). The Distribution is expected to occur in mid-1995, but is
subject to market conditions, final approval by the Sears Board of Directors,
any required regulatory approvals and a favorable tax ruling or legal opinion on
the tax-free nature of the Distribution.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INVESTMENTS
Fixed income securities include bonds and mortgage-backed securities. Fixed
income securities which may be sold prior to their contractual maturity
("available for sale") are carried at fair value. The difference between
amortized cost and fair value, net of deferred income taxes, is reflected as a
separate component of shareholder's equity. Provisions are made to write down
the carrying value of fixed income securities for declines in value that are
other than temporary.

Short-term investments are carried at cost which approximates fair value.

Investment income consists primarily of interest, which is recognized on an
accrual basis. Interest income on mortgage-backed securities is determined on
the effective yield method based on the anticipated repayment of principal.
Realized capital gains and losses are determined on a specific identification
basis.

INCOME TAXES
The income tax provision is calculated under the liability method. Deferred tax
assets and liabilities are recorded based on the difference between the
financial statement and tax bases of assets and liabilities and the enacted tax
rates. Deferred income taxes also arise from unrealized capital gains or losses
on fixed income securities carried at fair value.

LIFE INSURANCE ACCOUNTING
The Company sells long-duration contracts that do not involve significant risk
of policyholder mortality or morbidity (principally single and flexible premium
annuities) which are considered investment contracts.

INVESTMENT CONTRACTS
Payments received under investment contracts are recorded as interest bearing
liabilities.

CONTRACTHOLDER FUNDS
Contractholder funds are reserves for investment contracts, which are equal to
the account balance that accrues to the benefit of the contractholder. Credited
interest rates on contractholder funds ranged from 3.0% to 7.45% for those
contracts with fixed interest rates and from 4.25% to 8.1% for those with
flexible rates during 1994.

3. ACCOUNTING CHANGES
Effective December 31, 1993, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in
Debt and Equity Securities." SFAS No. 115 requires that investments classified
as available for sale be carried at fair value. Previously, fixed income
securities classified as available for sale were carried at the lower of
amortized cost or fair value, determined in the aggregate. Unrealized holding
gains and losses are reflected as a separate component of shareholder's equity,
net of deferred income taxes. The net effect of adoption of this statement
increased shareholder's equity at December 31, 1993 by $693, with no impact on
net income.
<PAGE>
40

GLENBROOK LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1994 AND 1993
AND PERIOD FROM APRIL 1, 1992
(DATE OF ACQUISITION) TO DECEMBER 31, 1992
($ IN THOUSANDS)

4. RELATED PARTY TRANSACTIONS

BUSINESS OPERATIONS AND REINSURANCE
The Company utilizes services and business facilities owned or leased, and
operated by Allstate in conducting its business activities. The Company
reimburses Allstate for the operating expenses incurred by Allstate. The cost to
the Company is determined by various allocation methods and is primarily related
to the level of services provided. Investment-related expenses are retained by
the Company. All other costs, including costs of retirement and other benefit
programs, are assumed by Allstate Life under a reinsurance agreement.

The Company reinsures all of its insurance in force with Allstate Life,
including business assumed on December 31, 1993 from Glenbrook Life Insurance
Company, an affiliate. Contract charges, credited interest and the provision for
policy benefits and other insurance reserves are 100% ceded to Allstate Life and
reflected net of such cessions in the statements of income. Reinsurance
recoverable from Allstate Life under reinsurance treaty and contractholder funds
are reported separately in the statements of financial position.

Revenues ceded to Allstate Life consist of contract charges of $409 and $70 in
1994 and 1993, respectively. Benefits and expenses ceded to Allstate Life
consist of paid benefits, credited interest and operating expenses. These
benefits and expenses amounted to $26,177 and $2,162 in 1994 and 1993,
respectively.

5. INCOME TAXES
The Corporation and its domestic subsidiaries (the "Allstate Group") join with
Sears and its domestic business units (the "Sears Group") in the filing of a
consolidated federal income tax return (the "Sears Tax Group") and are parties
to a federal income tax allocation agreement (the "Tax Sharing Agreement"). As a
member of the Sears Tax Group, the Company is jointly and severally liable for
the consolidated income tax liability of the Sears Tax Group.

Under the Tax Sharing Agreement, the Company will pay to or receive from the
Allstate Group the amount, if any, by which the Sears Group's federal income tax
liability is affected by virtue of inclusion of the Company in the consolidated
federal income tax return. Effectively, this results in the Company's annual
income tax provision being computed as if the Company filed a separate return,
except that items such as net operating losses, capital losses, foreign tax
credits, investment tax credits or similar items which might not be immediately
recognizable in a separate return, are allocated according to the Tax Sharing
Agreement and reflected in the Company's provision to the extent that such items
reduce the Sears Tax Group's federal tax liability.

Payments under the Tax Sharing Agreement generally are to be paid on each date
on which a quarterly payment of estimated federal income tax is due, with any
final settlement made after the consolidated return is filed. When a refund is
received from the Internal Revenue Service as the result of any carryback,
payment will be made to the members of the Sears Tax Group within 15 days after
receipt of the refund.

In anticipation of the Distribution (see Note 1), the Allstate Group and Sears
Group have entered into an agreement which governs their respective rights and
obligations with respect to federal income taxes for all periods prior to the
Distribution ("Consolidated Tax Years"). The agreement provides that all
Consolidated Tax Years will continue to be governed by the Tax Sharing Agreement
with respect to the Allstate Group's federal income tax liability and taxes
payable to or recoverable from the Sears Group.

After the Distribution, the Allstate Group will no longer be included in the
Sears Tax Group. The Company does not expect the impact of separation from the
Sears Tax Group to be significant.
<PAGE>
41

5. INCOME TAXES (CONTINUED)
The components of the deferred income tax assets and liabilities at December 31,
1994 and 1993 are as follows:

<TABLE>
<CAPTION>
1994 1993
--------- ---------
<S> <C> <C>
Unrealized losses on fixed income securities available for sale......................... $ 602 $ --
Other................................................................................... 4
--------- ---------
Total deferred assets................................................................. 606 --
--------- ---------
Unrealized gains on fixed income securities available for sale.......................... (373)
Amortization............................................................................ (64) (14)
Other................................................................................... (3)
--------- ---------
Total deferred liabilities............................................................ (64) (390)
--------- ---------
Net deferred asset (liability)........................................................ $ 542 $ (390)
--------- ---------
--------- ---------
</TABLE>

The Company paid income taxes of $57 in 1994 to Allstate under the Tax Sharing
Agreement. The Company had an income tax payable to Allstate of $605 and $184 at
December 31, 1994 and 1993, respectively.

The Company has not established a valuation reserve as it is more likely than
not that the Company will produce sufficient taxable income in the future to
realize the deferred tax asset.

The components of income tax expense are as follows:

<TABLE>
<CAPTION>
FOR THE
YEAR ENDED PERIOD FROM
DECEMBER 31, APRIL 1, TO
-------------------- DECEMBER 31,
1994 1993 1992
--------- --------- ---------------
<S> <C> <C> <C>
Current......................................................... $ 652 $ 290 $ 67
Deferred........................................................ 71 17 58
--------- --------- -----
Income tax expense.............................................. $ 723 $ 307 $ 125
--------- --------- -----
--------- --------- -----
</TABLE>

6. INVESTMENTS

FAIR VALUES
The amortized cost, fair value and gross unrealized gains and losses for fixed
income securities, which are designated as available for sale and carried at
fair value, are as follows:
<TABLE>
<CAPTION>
GROSS UNREALIZED
AMORTIZED -------------------- FAIR
AT DECEMBER 31, 1994 COST GAINS LOSSES VALUE
- ---------------------------------------------------- ----------- --------- --------- ---------
<S> <C> <C> <C> <C>
U.S. Government and agencies........................ $ 31,005 $ 30 $ 1,126 $ 29,909
Mortgage-backed securities.......................... 20,522 624 19,898
----------- --------- --------- ---------
Totals............................................ $ 51,527 $ 30 $ 1,750 $ 49,807
----------- --------- --------- ---------
----------- --------- --------- ---------

AT DECEMBER 31, 1993
- ----------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Government and agencies........................ $ 9,543 $ 1,066 $ -- $ 10,609
----------- --------- --------- ---------
----------- --------- --------- ---------
</TABLE>

<PAGE>
42

6. INVESTMENTS (CONTINUED)
SCHEDULED MATURITIES
The scheduled maturities of fixed income securities available for sale at
December 31, 1994 are as follows:

<TABLE>
<CAPTION>
AMORTIZED COST FAIR VALUE
-------------- -----------
<S> <C> <C>
Due in one year or less........................................... $ -- $ --
Due after one year through five years............................. 393 399
Due after five years through ten years............................ 21,951 21,174
Due after ten years............................................... 8,661 8,336
------- -----------
31,005 29,909
Mortgage-backed securities........................................ 20,522 19,898
------- -----------
Total........................................................... $ 51,527 $ 49,807
------- -----------
------- -----------
</TABLE>

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

UNREALIZED NET CAPITAL GAINS AND LOSSES
Unrealized net capital gains and losses on fixed income securities available for
sale included in shareholder's equity at December 31, 1994 are as follows:

<TABLE>
<CAPTION>
AMORTIZED FAIR UNREALIZED NET
COST VALUE GAINS/(LOSSES)
----------- --------- --------------
<S> <C> <C> <C>
Fixed income securities available for sale............. $ 51,527 $ 49,807 $ (1,720)
Deferred income taxes.................................. 602
-------
Total................................................ $ (1,118)
-------
-------
</TABLE>

The change in unrealized net capital gains and losses for fixed income
securities is as follows:

<TABLE>
<CAPTION>
FOR THE
FOR THE YEAR ENDED PERIOD FROM
DECEMBER 31, APRIL 1, TO
-------------------- DECEMBER 31,
1994 1993 1992
--------- --------- ---------------
<S> <C> <C> <C>
Fixed income securities available for sale................. $ (2,786) $ 1,076 $ (13)
Deferred income taxes...................................... 975 (373) 3
--------- --------- ---
Change in unrealized net capital gains and losses.......... $ (1,811) $ 703 $ (10)
--------- --------- ---
--------- --------- ---
</TABLE>

<PAGE>
43

6. INVESTMENTS (CONTINUED)
INVESTMENT INCOME
Investment income by investment type is as follows:

<TABLE>
<CAPTION>
FOR THE FOR THE
YEAR ENDED PERIOD FROM
DECEMBER 31, APRIL 1, TO
-------------------- DECEMBER 31,
1994 1993 1992
--------- --------- ---------------
<S> <C> <C> <C>
Investment income:
Fixed income securities..................................... $ 1,984 $ 729 $ 395
Short-term.................................................. 48 35 13
--------- --------- -----
Investment income, before expense............................. 2,032 764 408
Investment expense............................................ 15 11 3
--------- --------- -----
Investment income, less investment expense.................... $ 2,017 $ 753 $ 405
--------- --------- -----
--------- --------- -----
</TABLE>

REALIZED CAPITAL GAINS AND LOSSES
Gross gains of $83 were realized on sales of fixed income securities, during
1993. No gross gains or losses were realized on such sales during 1994 and 1992.

SECURITIES ON DEPOSIT
At December 31, 1994, fixed income securities with a carrying value of $7,986
were on deposit with regulatory authorities as required by law.

7. STATUTORY FINANCIAL INFORMATION
The accompanying financial statements have been prepared on the basis of
generally accepted accounting principles which vary from statutory accounting
principles prescribed or permitted by regulatory authorities. The following
tables reconcile net income and shareholder's equity as reported herein in
conformity with generally accepted accounting principles with statutory net
income and statutory capital and surplus, determined in accordance with
principles prescribed or permitted by insurance regulatory authorities:

<PAGE>
44

<TABLE>
<CAPTION>
NET INCOME
-------------------------------------
FOR THE FOR THE
YEAR ENDED PERIOD FROM
DECEMBER 31, APRIL 1, TO
-------------------- DECEMBER 31,
1994 1993 1992
--------- --------- ---------------
<S> <C> <C> <C>
Balance per generally accepted accounting principles.............................. $ 1,294 $ 529 $ 212
Deferred income taxes........................................................... 29 8 (9)
Fixed income securities......................................................... (53) 27 26
Statutory income from January 1, 1992 to March 31, 1992......................... 123
Non-admitted assets and statutory reserves...................................... 15 (47) 31
--------- --------- -----
Balance per statutory accounting practices........................................ $ 1,285 $ 517 $ 383
--------- --------- -----
--------- --------- -----
</TABLE>

<TABLE>
<CAPTION>
SHAREHOLDER'S EQUITY
DECEMBER 31,
--------------------
1994 1993
--------- ---------
<S> <C> <C>
Balance per generally accepted accounting principles........................................ $ 52,658 $ 13,175
Deferred income taxes..................................................................... (575) 530
Fixed income securities................................................................... 1,719 (1,179)
Non-admitted assets and statutory reserves................................................ (1,635) (1,831)
--------- ---------
Balance per statutory accounting practices.................................................. $ 52,167 $ 10,695
--------- ---------
--------- ---------
</TABLE>

PERMITTED STATUTORY ACCOUNTING PRACTICES
Allstate and its life insurance subsidiaries prepare their statutory financial
statements in accordance with accounting principles and practices prescribed or
permitted by the insurance department of the applicable state of domicile.
Prescribed statutory accounting practices include a variety of publications of
the National Association of Insurance Commissioners, as well as state laws,
regulations, and general administrative rules. Permitted statutory accounting
practices encompass all accounting practices not so prescribed.

Allstate and its life insurance subsidiaries do not follow any permitted
statutory accounting practices that have a material effect on statutory surplus
or risk-based capital of any company individually or in the aggregate.

DIVIDENDS
The ability of the Company to pay dividends is dependent on business conditions,
income, cash requirements of the Company and other relevant factors. The payment
of shareholder dividends by insurance companies without the prior approval of
the state insurance regulator is limited to formula amounts based on net income
and capital and surplus, determined in accordance with statutory accounting
principles, as well as the timing and amount of dividends paid in the preceding
twelve months. The maximum amount of dividends that the Company can distribute
during 1995 without prior approval of both the Illinois and California
Departments of Insurance is $5,217.
<PAGE>
45

8. FINANCIAL INSTRUMENTS
In the normal course of business, the Company invests in various financial
assets and incurs various financial liabilities. The fair value of all financial
assets other than fixed income securities and all liabilities other than
contractholder funds approximates their carrying value as they are short-term in
nature.

Fair values for fixed income securities are based on quoted market prices. The
December 31, 1994 and 1993 fair values and carrying values of fixed income
securities are discussed in Note 6.

The fair value of contractholder funds on investment contracts is based on the
terms of the underlying contracts. Reserves on investment contracts with no
stated maturities (single premium and flexible premium deferred annuities) are
valued at the fund balance less surrender charge. The fair value of immediate
annuities and annuities without life contingencies with fixed terms are
estimated using discounted cash flow calculations based on interest rates
currently offered for contracts with similar terms and duration. Contractholder
funds on investment contracts had a carrying value of $696,854 at December 31,
1994 and a fair value of $670,930. The carrying value and fair value at December
31, 1993 were $154,799 and $151,595, respectively.

9. COMMITMENTS AND CONTINGENCIES
The Company has no significant commitments or contingencies at December 31,
1994.

<PAGE>
46

GLENBROOK LIFE AND ANNUITY COMPANY
SCHEDULE IV -- REINSURANCE
($ IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1994
- -----------------------------------------------------------------------------------------------------------
GROSS NET
AMOUNT CEDED AMOUNT
--------- --------- ---------
<S> <C> <C> <C>
Life insurance in force.............................................................. $ 1,250 $ 1,250 $ --
--------- --------- ---------
--------- --------- ---------
Premiums and contract charges:
Contract charges................................................................... $ 409 $ 409 $ --
--------- --------- ---------
--------- --------- ---------

YEAR ENDED DECEMBER 31, 1993
- -----------------------------------------------------------------------------------------------------------
GROSS NET
AMOUNT CEDED AMOUNT
--------- --------- ---------
<S> <C> <C> <C>
Life insurance in force.............................................................. $ 1,250 $ 1,250 $ --
--------- --------- ---------
--------- --------- ---------
Premiums and contract charges:
Life............................................................................... $ 6 $ 6 $ --
Contract charges................................................................... 70 70 --
--------- --------- ---------
$ 76 $ 76 $ --
--------- --------- ---------
--------- --------- ---------
<CAPTION>

PERIOD FROM APRIL 1, 1992
(DATE OF ACQUISITION) TO DECEMBER 31, 1992
- -----------------------------------------------------------------------------------------------------------
GROSS NET
AMOUNT CEDED AMOUNT
--------- --------- ---------
<S> <C> <C> <C>
Life insurance in force.............................................................. $ 1,250 $ 1,250 $ --
--------- --------- ---------
--------- --------- ---------
Premiums:
Life............................................................................... $ 3 $ 3 $ --
--------- --------- ---------
--------- --------- ---------
</TABLE>

<PAGE>
47

GLENBROOK LIFE AND ANNUITY COMPANY
QUARTERLY FINANCIAL STATEMENTS (UNAUDITED)
FOR THE PERIODS ENDED SEPTEMBER 30, 1995

<PAGE>

GLENBROOK LIFE AND ANNUITY COMPANY

STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>
September 30, December 31,
($ in thousands) 1995 1994
(Unaudited)
<S> <C> <C>
Assets
Investments
Fixed income securities:
Available for sale, at fair value
(amortized cost $51,991 and $51,527) $ 55,397 $ 49,807
Short-term 2,282 924

Total investments 57,679 50,731

Amounts recoverable from Allstate Life
Insurance Company under reinsurance
treaties 1,175,035 696,854
Net receivable from affiliates 250 88
Other assets 2,684 4,007

Total assets $1,235,648 $ 751,680

Liabilities
Contractholder funds $1,175,035 $ 696,854
Income taxes payable 2,198 63
Other liabilities and accrued expenses 458 2,105

Total liabilities 1,177,691 699,022

Shareholder's equity
Common stock, ($500 par, 42,000 shares
authorized, issued and outstanding) 2,100 2,100
Additional capital paid-in 49,641 49,641
Unrealized net capital gains (losses) 2,214 (1,118)
Retained income 4,002 2,035

Total shareholder equity 57,957 52,658

Total liabilities and shareholder equity $1,235,648 $ 751,680
</TABLE>

See notes to financial statements.

<PAGE>

GLENBROOK LIFE AND ANNUITY COMPANY

STATEMENTS OF INCOME

<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
($ in thousands) 1995 1994 1995 1994
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues
Investment income, less
investment expense $ 1,027 $ 581 $ 3,045 $ 1,036

Income before income taxes 1,027 581 3,045 1,036

Income tax expense 361 208 1,078 375

Net income $ 666 $ 373 $ 1,967 $ 661
</TABLE>

See notes to financial statements.

56
<PAGE>

GLENBROOK LIFE AND ANNUITY COMPANY

STATEMENTS OF CASH FLOW

<TABLE>
<CAPTION>
Nine Months Ended
September 30,
($ in thousands) 1995 1994
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,967 $ 661
Adjustments to reconcile net income to net
cash from operating activities:
Amortization (30) 106
Change in deferred income taxes (632) 146
Changes in other operating assets and
liabilities 488 (1,244)
----------- -----------
Net cash from operating activities 1,793 (331)
----------- -----------

Cash flows from investing activities:
Fixed income securities
Investment collections 1,056 499
Investment purchases (1,491) (40,489)
Net change in short-term investments (1,358) 1,022
----------- -----------
Net cash from investing activities (1,793) (38,968)
----------- -----------

Cash flows from financing activities:
Capital contribution 0 39,000
----------- -----------
Net cash from financing activities 0 39,000
----------- -----------

Net (decrease) in cash 0 (299)
Cash at beginning of period 0 299
----------- -----------
Cash at end of period $ 0 $ 0
----------- -----------
----------- -----------
</TABLE>

See notes to financial statements.

57
<PAGE>

GLENBROOK LIFE AND ANNUITY COMPANY

NOTES TO FINANCIAL STATEMENTS

1. Financial Statements

The Statement of Financial Position as of September 30, 1995, the
Statements of Income for the three-month and nine-month periods ended
September 30, 1995 and 1994, and the Statements of Cash Flow for the nine-
month periods then ended are unaudited. The interim financial statements
reflect all adjustments (consisting only of normal recurring accruals)
which are, in the opinion of management, necessary for a fair statement of
the results for the interim periods presented. The financial statements
should be read in conjunction with the financial statements and notes
thereto included in the Glenbrook Life and Annuity Company 1994 Financial
Statements. The results of operations for the interim periods should not
be considered indicative of results to be expected for the full year.

2. Transactions with Affiliates

Revenues ceded to Allstate Life Insurance Company consist of contract
charges of $1,121,942 and $266,256 for the nine-month periods ended
September 30, 1995 and 1994, respectively. Investment income earned on
the assets which support contractholder fund liabilities was excluded from
the Company's financial statements as those assets were transferred to
Allstate Life Insurance Company under the terms of reinsurance treaties.
Benefits and expenses ceded to Allstate Life consist of paid benefits,
credited interest on reinsured contracts and operating expenses. These
benefits and expenses amounted to $48,200,122 and $16,037,252 for the nine-
month periods ended September 30, 1995 and 1994, respectively.

58
<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 Variable 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 . . . . . . . . . . . . . . . . . . . . . . . . . .
Variable Account Financial Statements. . . . . . . . . . . . . . . . . . . . . .

<PAGE>

ORDER FORM

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

- ----------- -----------------------------------
(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

<PAGE>

APPENDIX A
MARKET VALUE ADJUSTMENT

The Market Value Adjustment is based on the following:

I = the Treasury Rate for a maturity equal to the Sub-account's Guarantee
Period for the week preceding the establishment of the Sub-account.

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

J = the Treasury Rate for a maturity of length N for the week preceding the
receipt of the withdrawal request, death benefit request, or income payment
request. If a Note with a maturity of length N is not available, a weighted
average will be used. If N is one year or less, J will be the 1-year Treasury
Rate.

Treasury Rate means the U.S. Treasury Note Constant Maturity yield as reported
in Federal Reserve Bulletin Release H.15.

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

.9 * (I - J) * N

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

ILLUSTRATION

EXAMPLE OF MARKET VALUE ADJUSTMENT
<TABLE>
<S> <C>
Purchase Payment: $10,000
Guarantee Period: 5 years
Interest Rate: 5.50%
Full Withdrawal: End of Contract Year 3
</TABLE>

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:

(3)
= 10,000.00 * (1.055) = $11,742.41

Step 2: Calculate the Withdrawal Charge:

61
<PAGE>

= .05 * (10,000.00) = $500.00

Step 3: Calculate the Market Value Adjustment:
I= 5.50%
J= 5.00%
N = 730 DAYS = 2
--------
365 days

Market Value Adjustment Factor: .9 * (I - J) * N
= .9 * (.055 - .05) * 2 = .009

Market Value Adjustment = Factor * Amount Subject to Market Value Adjustment:
= .009 * (11,742.41 - 10% (10,000.00) = $96.68

Step 4: Calculate The Amount Received by Customers as a Result of Full
Withdrawal at the end of Contract Year 3:
= 11,742.41 - 500.00 + 96.68 = $11,339.09

EXAMPLE 2: (ASSUMES RISING INTEREST RATES)

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

(3)
= 10,000.00 * (1.055) = $11,742.41

Step 2: Calculate the Withdrawal Charge:
= .05 * (10,000.00) = $500.00

Step 3: Calculate the Market Value Adjustment:
I= 5.50%
J= 6.00%
N = 730 DAYS =2
--------
365 days

Market Value Adjustment Factor: .9 * (I - J) * N
= .9 * (.055 - .06) * (2) = -.009

Market Value Adjustment = Factor * Amount Subject to Market Value Adjustment
= -.009 * ($11,742.41 - 10% (10,000.00)) = -96.68
Step 4: Calculate The Net Withdrawal Value at End of Contract Year 3:
= 11,742.41 - 500.00 - 96.68 = $11,145.73

62
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Pursuant to Item 511 of Regulation S-K, the Registrant hereby represents
that the following expenses totalling $19,600 will be incurred or are
anticipated to be incurred in connection with the issuance and distribution of
the securities to be registered: registration fees - $17,241.38; cost of
printing and engraving - $7,000; legal fees - $10,000 (approximate); and
accounting fees - $2,000.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The By-Laws of Glenbrook Life and Annuity Company ("Registrant") which are
incorporated herein by reference as Exhibit (3), provide that Registrant will
indemnify its officers and directors for certain damages and expenses that my be
incurred in the performance of their duty to Registrant. No indemnification is
provided, however, when such person is adjudged to be liable for negligence or
misconduct in the performance of his or her duty, unless indemnification is
deemed appropriate by the court upon application.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Not applicable.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibit No. Description
----------- -----------

(1) Underwriting Agreement*
(2) Not Applicable
(3) (i) Articles of Incorporation**
(ii) By-Laws*
(4) Glenbrook Life and Annuity Company Flexible Premium
Deferred Variable Annuity Contract and Application***
(5) Opinion of General Counsel re: Legality***
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10) Reinsurance Agreement between Glenbrook Life and
Annuity Company and Allstate Life Insurance Company*
(11) Not Applicable
(12) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(21) Not Applicable
(23)(a) Consent of Independent Public Accountants
(23)(b) Consent of Attorneys
(24) Powers of Attorney****
(25) Not Applicable
(26) Not Applicable
(27) Financial Data Schedule
(28) Not Applicable
(99) Form of Resolution of Board of Directors*

* Filed concurrently in N-4 Registration Statement No. 33-62203 filed
November 22, 1995, and incorporated herein by reference thereto.
** Previously filed with Depositor's form N-4 Registration Statement No.
33-60882 dated April 9, 1993 and incorporated herein by reference thereto.
*** Previously filed in Form N-4 Registration Statement of Glenbrook
Life and Annuity Company Separate Account A and incorporated herein by
reference thereto.
**** Previously filed in Registrant's initial registration statement.
<PAGE>

ITEM 17. 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 governed by the final adjudication of
such issue.

<PAGE>

INDEX TO EXHIBITS

The following exhibits are filed herewith:

Exhibit No. Description
----------- -----------

(1) Underwriting Agreement*
(2) Not Applicable
(3) (i) Articles of Incorporation**
(ii) By-Laws*
(4) Form of Glenbrook Life and Annuity Company Flexible Premium
Deferred Variable Annuity Contract and Application***
(5) Opinion of General Counsel re: Legality***
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10) Reinsurance Agreement between Glenbrook Life and
Annuity Company and Allstate Life Insurance Company*
(11) Not Applicable
(12) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(21) Not Applicable
(23)(a) Consent of Independent Certified Public Accountants
(23)(b) Consent of Attorneys
(24) Powers of Attorney****
(25) Not Applicable
(26) Not Applicable
(27) Financial Data Schedule
(28) Not Applicable
(99) Form Resolution of Board of Directors*

* Filed concurrently in N-4 Registration Statement No. 33-62203 filed
November 21, 1995, and incorporated herein by reference thereto.
** Previously filed with Depositor's form N-4 Registration Statement No.
33-60882 dated April 9, 1993 and incorporated herein by reference
thereto.
*** Previously filed in Form N-4 Registration Statement of Glenbrook Life
and Annuity Company Separate Account A and incorporated herein by
reference thereto.
**** Previously filed in Registrant's initial registration statement

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 (the "Act"), the
registrant, has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, and its seal to be
hereunto affixed and attested, all in the Township of Northfield, State of
Illinois, on the 16th day of November, 1995.

GLENBROOK LIFE AND ANNUITY COMPANY

(SEAL)
Attest: */ PAUL N. KIERIG By: */MICHAEL J. VELOTTA
___________________ _____________________________
Paul N. Kierig Michael J. Velotta
Assistant Secretary Vice President, Secretary and
General Counsel

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been duly signed below by the following Directors and
Officers of Glenbrook Life and Annuity Company on the 16th day of November,
1995.

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

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

*/MARLA G. FRIEDMAN President, Chief Operating Officer
- ---------------------- and Director
Marla G. Friedman

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

*/PETER H. HECKMAN Vice President and Director
- ----------------------
Peter H. Heckman

*/ BARRY S. PAUL Assistant Vice President and Controller
- ---------------------- (Principal Accounting Officer)
Barry S. Paul

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

<PAGE>

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Pre-Effective Amendment No. 1 to Registration
Statement No.33-62193 on Form S-1, of our report dated April 1, 1995
accompanying the financial statements and financial statement schedule of
Glenbrook Life and Annuity Company contained in the Prospectus which is part
of such registration statement, and to the reference to us under the heading
"Experts" in such Prospectus.

/s/ Delotte & Touche LLP

Chicago, Illinois
November 17, 1995

<PAGE>

ROUTIER AND JOHNSON, P.C.
ATTORNEYS AT LAW
1700 K STREET N.W.
SUITE 1003
WASHINGTON, D.C. 20006

November 15, 1995 (202) 296-4852

CONSENT OF COUNSEL

We hereby consent to the reference to this firm under the caption "Legal
Matters" in the prospectus forming part of the registration statement on Form
S-1 for Glenbrook Life and Annuity Company (File No. 33-62193).

Routier and Johnson, P.C.

By: /s/ GREGOR B. McCURDY
----------------------
Gregor B. McCurdy

<PAGE>
<ARTICLE> 7
<MULTIPLIER> 1,000

<S> <C> <C>
<PERIOD-TYPE> 9-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-START> JAN-01-1995 JAN-01-1994
<PERIOD-END> SEP-30-1995 DEC-31-1994
<DEBT-HELD-FOR-SALE> 55,397 49,807
<DEBT-CARRYING-VALUE> 0 0
<DEBT-MARKET-VALUE> 0 0
<EQUITIES> 0 0
<MORTGAGE> 0 0
<REAL-ESTATE> 0 0
<TOTAL-INVEST> 57,679 50,731
<CASH> 0 0
<RECOVER-REINSURE> 1,175,035 696,854
<DEFERRED-ACQUISITION> 0 0
<TOTAL-ASSETS> 1,235,648 751,680
<POLICY-LOSSES> 0 0
<UNEARNED-PREMIUMS> 0 0
<POLICY-OTHER> 0 0
<POLICY-HOLDER-FUNDS> 1,175,035 696,854
<NOTES-PAYABLE> 0 0
<COMMON> 2,100 2,100
0 0
0 0
<OTHER-SE> 55,857 50,558
<TOTAL-LIABILITY-AND-EQUITY> 1,235,648 751,680
0 0
<INVESTMENT-INCOME> 3,045 2,017
<INVESTMENT-GAINS> 0 0
<OTHER-INCOME> 0 0
<BENEFITS> 0 0
<UNDERWRITING-AMORTIZATION> 0 0
<UNDERWRITING-OTHER> 0 0
<INCOME-PRETAX> 3,045 2,017
<INCOME-TAX> 1,078 723
<INCOME-CONTINUING> 1,967 1,294
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1967 1294
<EPS-PRIMARY> 46.83 30.81
<EPS-DILUTED> 46.83 30.81
<RESERVE-OPEN> 0 0
<PROVISION-CURRENT> 0 0
<PROVISION-PRIOR> 0 0
<PAYMENTS-CURRENT> 0 0
<PAYMENTS-PRIOR> 0 0
<RESERVE-CLOSE> 0 0
<CUMULATIVE-DEFICIENCY> 0 0

</TABLE>