GLENBROOK LIFE & ANNUITY CO, S-3, 2000-12-27

GLENBROOK LIFE & ANNUITY CO
S-3, 2000-12-27

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 27, 2000
--------------------------------------------------------------------------------

FILE NO. 333-____

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GLENBROOK LIFE AND ANNUITY COMPANY
(Exact Name of Registrant)

ARIZONA 35-1113325
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification Number)
Organization)

3100 SANDERS ROAD, NORTHBROOK, ILLINOIS 60062
847-402-2400
(Address and Phone Number of Principal Executive Office)

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

COPIES TO:

RICHARD T. CHOI, ESQUIRE JOANNE M, DERRIG, ESQUIRE
FREEDMAN, LEVY, KROLL & SIMONDS ALFS, INC.
1050 CONNECTICUT AVENUE, N.W. 3100 SANDERS ROAD
SUITE 825 NORTHBROOK, IL 60062
WASHINGTON, D.C. 20036-5366

Approximate date of commencement of proposed sale to the public: As soon as
practicable 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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /x/

CALCULATION OF REGISTRATION FEE

============================================================================================================

Proposed Maximum
Title of Securities Amount To Be Proposed Maximum Aggregate Offering Amount Of
To Be Registered Registered(1) Aggregate Price Per Price(1) Registration Fee
Unit
-------------------- ------------------- ------------------------ -------------------- ---------------------

<S> <C> <C> <C> <C>
Deferred Annuity $30,000,000 (2) $30,000,000 $7,920
Contracts and
Participating
Interests Therein
-------------------- ------------------- ------------------------ -------------------- ---------------------
</TABLE>

(1) Estimated solely for purpose of determining the registration fee.

(2) The Contract does not provide for a predetermined amount or number of units.

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 Section 8(a), may
determine.

<PAGE>

<PAGE>
THE GLENBROOK ______________ VARIABLE ANNUITY

Glenbrook Life and Annuity Company
P.O. Box 94042
Palatine, IL 60094
Telephone Number: 1-800-755-5275 Prospectus dated February __, 2001

--------------------------------------------------------------------------------
Glenbrook Life and Annuity Company ("Glenbrook", "we", or "us") is offering the
Glenbrook ___________________ Variable Annuity, a group and individual flexible
premium deferred variable annuity contract ("CONTRACT"). This prospectus
contains information about the Contract that you should know before investing.
Please keep it for future reference.

The Contract currently offers 42 "INVESTMENT ALTERNATIVES". The investment
alternatives include 3 fixed account options ("FIXED ACCOUNT OPTIONS") and 39
variable sub-accounts ("VARIABLE SUB-ACCOUNTS") of the Glenbrook Life Multi-
Manager Variable Account ("VARIABLE ACCOUNT"). Each Variable Sub-Account invests
exclusively in shares of the portfolios ("Portfolios") of the following mutual
funds ("FUNDS"):

- AIM VARIABLE INSURANCE FUNDS
- FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST
- THE DREYFUS SOCIALLY RESPONSIBLE GROWTH
FUND, INC.
- GOLDMAN SACHS VARIABLE INSURANCE TRUST (VIT)
- DREYFUS STOCK INDEX FUND
- MFS(R) VARIABLE INSURANCE TRUST(SM)
- DREYFUS VARIABLE INVESTMENT FUND (VIF)
- OPPENHEIMER VARIABLE ACCOUNT FUNDS
- FIDELITY VARIABLE INSURANCE PRODUCTS FUND
- THE UNIVERSAL INSTITUTIONAL FUNDS, INC.

Each Fund has multiple investment portfolios ("PORTFOLIOS"). Not all of the
Funds and/or Portfolios, however, may be available with your Contract. You
should check with your representative for further information on the
availability of Funds and/or Portfolios. Your annuity application will list all
available Portfolios.

Glenbrook has filed a Statement of Additional Information, dated February __,
2001, with the Securities and Exchange Commission ("SEC"). It contains more
information about the Contract and is incorporated herein by reference, which
means it is legally a part of this prospectus. Its table of contents appears on
page C-1 of this prospectus. For a free copy, please write or call us at the
address or telephone number above, or go to the SEC's Web site
(http://www.sec.gov). You can find other information and documents about us,
including documents that are legally part of this prospectus, at the SEC's Web
site.
--------------------------------------------------------------------------------

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED THE SECURITIES DESCRIBED IN THIS PROSPECTUS, NOR
HAS IT PASSED ON THE ACCURACY OR THE ADEQUACY OF THIS
PROSPECTUS. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A
FEDERAL CRIME.

IMPORTANT THE CONTRACTS MAY BE DISTRIBUTED THROUGH BROKER-DEALERS THAT
NOTICES HAVE RELATIONSHIPS WITH BANKS OR OTHER FINANCIAL
INSTITUTIONS OR BY EMPLOYEES OF SUCH BANKS. HOWEVER, THE
CONTRACTS ARE NOT DEPOSITS, OR OBLIGATIONS OF, OR GUARANTEED
BY SUCH INSTITUTIONS OR ANY FEDERAL REGULATORY AGENCY.
INVESTMENT IN THE CONTRACTS INVOLVES INVESTMENT RISKS,
INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE CONTRACTS ARE NOT
FDIC INSURED.

<PAGE>

TABLE OF CONTENTS
-------------------------------------------------------------------

Page

----------------------------------------------------------------------------
Overview
----------------------------------------------------------------------------
Important Terms
----------------------------------------------------------------------------
The Contract At A Glance
----------------------------------------------------------------------------
How the Contract Works
----------------------------------------------------------------------------
Expense Table
----------------------------------------------------------------------------
Financial Information
----------------------------------------------------------------------------
Contract Features
----------------------------------------------------------------------------
The Contract
----------------------------------------------------------------------------
Purchases
----------------------------------------------------------------------------
Contract Value
----------------------------------------------------------------------------
Investment Alternatives
----------------------------------------------------------------------------
The Variable Sub-Accounts
----------------------------------------------------------------------------
The Fixed Account Options
----------------------------------------------------------------------------
Transfers
----------------------------------------------------------------------------
Expenses
----------------------------------------------------------------------------
Access To Your Money
----------------------------------------------------------------------------
Income Payments
----------------------------------------------------------------------------
Death Benefits
----------------------------------------------------------------------------
Other Information
----------------------------------------------------------------------------
More Information:
----------------------------------------------------------------------------
Glenbrook
----------------------------------------------------------------------------
The Variable Account
----------------------------------------------------------------------------
The Portfolios
----------------------------------------------------------------------------
The Contract
----------------------------------------------------------------------------
Qualified Plans
----------------------------------------------------------------------------
Legal Matters
----------------------------------------------------------------------------
Taxes
----------------------------------------------------------------------------
Annual Reports and Other Documents
----------------------------------------------------------------------------
Experts
----------------------------------------------------------------------------
Performance Information
----------------------------------------------------------------------------
Appendix A - Market Value Adjustment Example A-1
----------------------------------------------------------------------------
Appendix B - Calculation of Enhanced Earnings Death Benefit Amount B-1
----------------------------------------------------------------------------
Statement of Additional Information Table of Contents C-1
----------------------------------------------------------------------------

<PAGE>

IMPORTANT TERMS
-------------------------------------------------------------------

THIS PROSPECTUS USES A NUMBER OF IMPORTANT TERMS THAT YOU MAY NOT BE FAMILIAR
WITH. THE INDEX BELOW IDENTIFIES THE PAGE THAT DESCRIBES EACH TERM. THE FIRST
USE OF EACH TERM IN THIS PROSPECTUS APPEARS IN HIGHLIGHTS.

Page

--------------------------------------------------------------------------------
Accumulation Phase
--------------------------------------------------------------------------------
Accumulation Unit
--------------------------------------------------------------------------------
Accumulation Unit Value
--------------------------------------------------------------------------------
Anniversary Values
--------------------------------------------------------------------------------
Annuitant
--------------------------------------------------------------------------------
Automatic Additions Plan
--------------------------------------------------------------------------------
Automatic Portfolio Rebalancing Program
--------------------------------------------------------------------------------
Beneficiary
--------------------------------------------------------------------------------
Cancellation Period
--------------------------------------------------------------------------------
*Contract
--------------------------------------------------------------------------------
Contract Anniversary
--------------------------------------------------------------------------------
Contingent Beneficiary
--------------------------------------------------------------------------------
Contract Owner ("You")
--------------------------------------------------------------------------------
Contract Value
--------------------------------------------------------------------------------
Contract Year
--------------------------------------------------------------------------------
Death Benefit Anniversary
--------------------------------------------------------------------------------
Death Benefit Earnings
--------------------------------------------------------------------------------
Dollar Cost Averaging Program
--------------------------------------------------------------------------------
Due Proof of Death
--------------------------------------------------------------------------------
Enhanced Earnings Death Benefit Rider
--------------------------------------------------------------------------------
Enhanced Death Benefit Rider
--------------------------------------------------------------------------------
Excess-of-Earnings Withdrawal
--------------------------------------------------------------------------------
Fixed Account Options
--------------------------------------------------------------------------------
Free Withdrawal Amount
--------------------------------------------------------------------------------
Funds
--------------------------------------------------------------------------------
Glenbrook ("We")
--------------------------------------------------------------------------------
Guarantee Periods
--------------------------------------------------------------------------------
Guaranteed Income Benefit
--------------------------------------------------------------------------------
Guaranteed Maturity Fixed Account
--------------------------------------------------------------------------------
Income Base
--------------------------------------------------------------------------------
Income Benefit Rider
--------------------------------------------------------------------------------
Income Plan
--------------------------------------------------------------------------------
In-Force Premium
--------------------------------------------------------------------------------
Investment Alternatives
--------------------------------------------------------------------------------
Issue Date
--------------------------------------------------------------------------------
Market Value Adjustment
--------------------------------------------------------------------------------
Payout Phase
--------------------------------------------------------------------------------
Payout Start Date
--------------------------------------------------------------------------------
Portfolios
--------------------------------------------------------------------------------
Primary Beneficiary
--------------------------------------------------------------------------------
Qualified Contracts
--------------------------------------------------------------------------------
Rider Date
--------------------------------------------------------------------------------
SEC
--------------------------------------------------------------------------------
Settlement Value
--------------------------------------------------------------------------------
Systematic Withdrawal Program
--------------------------------------------------------------------------------
Valuation Date
--------------------------------------------------------------------------------
Variable Account
--------------------------------------------------------------------------------
Variable Sub-Account
--------------------------------------------------------------------------------

*In certain states the Contract is available only as a group Contract. If you
purchase a group Contract, we will issue you a certificate that represents your
ownership and that summarizes the provisions of the group Contract. References
to "Contract" in this prospectus include certificates, unless the context
requires otherwise.

<PAGE>

THE CONTRACT AT A GLANCE
-------------------------------------------------------------------

THE FOLLOWING IS A SNAPSHOT OF THE CONTRACT. PLEASE READ THE REMAINDER OF THIS
PROSPECTUS FOR MORE INFORMATION.

FLEXIBLE PAYMENTS

You can purchase a Contract with as little as $5,000 ($2,000 for
"QUALIFIED CONTRACTS", which are Contracts issued within
QUALIFIED PLANS). You can add to your Contract as often and as
much as you like, but each payment must be at least $50.

-------------------------------------------------------------------------------
RIGHT TO CANCEL

You may cancel your Contract within 20 days of receipt or any
longer period as your state may require ("CANCELLATION PERIOD").
Upon cancellation, we will return your purchase payments
adjusted, to the extent federal or state law permits, to reflect
the investment experience of any amounts allocated to the
Variable Account.

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

EXPENSES

You will bear the following expenses:

- Total Variable Account annual fees equal to 1.35% of average
daily net assets (1.60% if you select the ENHANCED DEATH
BENEFIT RIDER or the INCOME BENEFIT RIDER; and 1.85% if you
select both the Enhanced Death Benefit and the Income
Benefit Riders).

- If you select the ENHANCED EARNINGS DEATH BENEFIT RIDER,
you would pay an additional annual fee of up to 0.35%
(depending on the oldest Contract owner's age on the
date we issue the Rider) of the CONTRACT VALUE on each
Contract anniversary ("Contract Anniversary").

For more information about Variable Account expenses,
see "EXPENSES" below.

- Annual contract maintenance charge of $35 (with certain
exceptions)

- Withdrawal charges ranging from 0% to 7% of purchase payment
withdrawn (with certain exceptions)

- Transfer fee of $10 after 12th transfer in any Contract Year
(fee currently waived)

- State premium tax (if your state imposes one). In addition,
each Portfolio pays expenses that you will bear indirectly
if you invest in a Variable Sub-Account.

-------------------------------------------------------------------------------
INVESTMENT ALTERNATIVES

The Contract offers 42 investment alternatives including:

- 3 Fixed Account Options (which credit interest at rates we
guarantee)

- 39 Variable Sub-Accounts investing in Portfolios offering
professional money management by these investment advisers:

- A I M ADVISORS, INC.
- THE DREYFUS CORPORATION
- FIDELITY MANAGEMENT & RESEARCH COMPANY
- FRANKLIN ADVISERS, INC.
- FRANKLIN MUTUAL ADVISERS, LLC
- GOLDMAN SACHS ASSET MANAGEMENT
- GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL
- MASSACHUSETTS FINANCIAL SERVICES
- MILLER ANDERSON & SHERRERD, LLP
- MORGAN STANLEY ASSET MANAGEMENT
- OPPENHEIMERFUNDS, INC.
- TEMPLETON GLOBAL ADVISORS LIMITED
- TEMPLETON INVESTMENT COUNSEL, INC.

TO FIND OUT CURRENT RATES BEING PAID ON THE FIXED ACCOUNT OPTIONS
OR HOW THE VARIABLE SUB-ACCOUNTS HAVE PERFORMED, CALL US AT
1-800-755-5275.

-------------------------------------------------------------------------------
SPECIAL SERVICES

For your convenience, we offer these special services:

- AUTOMATIC PORTFOLIO REBALANCING PROGRAM
- AUTOMATIC ADDITIONS PROGRAM
- DOLLAR COST AVERAGING PROGRAM
- SYSTEMATIC WITHDRAWAL PROGRAM
-------------------------------------------------------------------------------

INCOME PAYMENTS

You can choose fixed income payments, variable income
payments, or a combination of the two. You can receive your
income payments in one of the following ways:

- life income with guaranteed payments

- a "joint and survivor" life income with guaranteed
payments

- guaranteed payments for a specified period (5 to 30
years)

We offer an Income Benefit Rider.

-------------------------------------------------------------------------------
DEATH BENEFITS

If you or the ANNUITANT (if the Contract is owned by a
non-natural person) die before the PAYOUT START DATE, we
will pay the death benefit described in the Contract. We
offer an Enhanced Death Benefit Rider and Enhanced Earnings
Death Benefit Rider.

-------------------------------------------------------------------------------
TRANSFERS

Before the Payout Start Date, you may transfer your Contract
value ("CONTRACT VALUE") among the investment alternatives,
with certain restrictions. We do not currently impose a fee
upon transfers. However, we reserve the right to charge $10
per transfer after the 12th transfer in each "Contract
Year", which we measure from the date we issue your Contract
or a Contract anniversary "CONTRACT ANNIVERSARY").

-------------------------------------------------------------------------------
WITHDRAWALS

You may withdraw some or all of your Contract Value at
anytime prior to the Payout Start Date. In general, you must
withdraw at least $50 at a time. Full or partial withdrawals
are available under limited circumstances on or after the
Payout Start Date. A 10% federal tax penalty may apply if
you withdraw before you are 59 1/2 years old. A withdrawal
charge and a MARKET VALUE ADJUSTMENT also may apply.

<PAGE>

HOW THE CONTRACT WORKS
-------------------------------------------------------------------

The Contract basically works in two ways.

First, the Contract can help you (we assume you are the CONTRACT OWNER) save for
retirement because you can invest in up to 42 investment alternatives and pay no
federal income taxes on any earnings until you withdraw them. You do this during
what we call the "ACCUMULATION PHASE" of the Contract. The Accumulation Phase
begins on the date we issue your Contract (we call that date the "ISSUE DATE")
and continues until the Payout Start Date, which is the date we apply your money
to provide income payments. During the Accumulation Phase, you may allocate your
purchase payments to any combination of the Variable Sub-Accounts and/or Fixed
Account Options. If you invest in any of the three Fixed Account Options, you
will earn a fixed rate of interest that we declare periodically. If you invest
in any of the Variable Sub-Accounts, your investment return will vary up or down
depending on the performance of the corresponding Portfolios.

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

The timeline below illustrates how you might use your Contract.

ISSUE ACCUMULATION PHASE PAYOUT START PAYOUT PHASE
DATE DATE

----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
You buy You save for You elect to receive You can receive Or you can
a Contract retirement income payments or income payments receive
receive a lump for a set period income
sum payment payments
for life
</TABLE>

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

Please call us at 1-800-755-5275 if you have any questions about how the
Contract works.

<PAGE>

EXPENSE TABLE
-------------------------------------------------------------------

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

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

Number of Complete Years Since We Received the Purchase Payment Being Withdrawn:
0 1 2 3 4 5 6 7+

-------------------------------------------------------------------------------
Applicable Charge: 7% 6% 6% 5% 5% 4% 3% 0%
-------------------------------------------------------------------------------
Annual Contract Maintenance Charge $35.00**
-------------------------------------------------------------------------------
Transfer Fee $10.00***
-------------------------------------------------------------------------------

*Each Contract Year, you may withdraw up to 15% of your aggregate purchase
payments without incurring a withdrawal charge.

**We will waive this charge in certain cases. See "Expenses."

***Applies solely to the thirteenth and subsequent transfers within a Contract
Year, excluding transfers due to dollar cost averaging and automatic
portfolio rebalancing. We are currently waiving the transfer fee.

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

Variable Account Annual Expenses (as a percentage of average daily net asset
value deducted from each Variable Sub-Account)

Without the Enhanced Death Benefit or Income Benefit Riders
Mortality and Expense Risk Charge 1.25%
Administrative Expense Charge 0.10%
Total Variable Account Annual Expenses 1.35%

With the Enhanced Death Benefit Rider
Mortality and Expense Risk Charge 1.50%
Administrative Expense Charge 0.10%
Total Variable Account Annual Expenses 1.60%

With the Income Benefit Rider
Mortality and Expense Risk Charge 1.50%
Administrative Expense Charge 0.10%
Total Variable Account Annual Expenses 1.60%

With the Income Benefit and Enhanced Death Benefit Riders
Mortality and Expense Risk Charge 1.75%
Administrative Expense Charge 0.10%
Total Variable Account Annual Expenses 1.85%

If you elect the Enhanced Earnings Death Benefit Rider, we will deduct an annual
charge of up to 0.35% of your Contract Value on each Contract Anniversary during
the Accumulation Phase. The charge is based on the oldest Contract owner's age
on the date we issue the Rider, as follows:

Age Annual Charge
0-55 0.10%
56-65 0.20%
66-75 0.35%

We will deduct this charge from your Contract Value in the Variable Account on a
pro rata basis. If the Contract Value in the Variable Account is not sufficient
to cover the charge, we will deduct the remaining charge from the fixed
Guaranteed Periods, beginning with the oldest fixed Guaranteed Period (see
"EXPENSES" on page__ for additional information). Fixed Guarantee Periods may
not be available in all states.

PORTFOLIO ANNUAL EXPENSES (AFTER VOLUNTARY REDUCTIONS AND REIMBURSEMENTS)
(AS A PERCENTAGE OF PORTFOLIO AVERAGE DAILY NET ASSETS)(1)

Rule Total Portfolio
Management 12b-1 Other Annual
Portfolio Fees fees Expenses Expenses

---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AIM V.I. Balanced Fund (2) 0.65% N/A 0.56% 1.21%
---------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Diversified Income Fund 0.60% N/A 0.23% 0.83%
---------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Government Securities Fund 0.50% N/A 0.40% 0.90%
---------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Growth Fund 0.63% N/A 0.10% 0.73%
---------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Growth and Income Fund 0.61% N/A 0.16% 0.77%
---------------------------------------------------------------------------------------------------------------------------------
AIM V.I. International Equity Fund 0.75% N/A 0.22% 0.97%
---------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Value Fund 0.61% N/A 0.15% 0.76%
---------------------------------------------------------------------------------------------------------------------------------
The Dreyfus Socially Responsible Growth Fund, Inc. 0.75% N/A 0.04% 0.79%
---------------------------------------------------------------------------------------------------------------------------------
Dreyfus Stock Index Fund 0.25% N/A 0.01% 0.26%
---------------------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Growth & Income Portfolio 0.75% N/A 0.04% 0.79%
---------------------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Money Market Portfolio 0.50% N/A 0.08% 0.58%
---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Contrafund-Registered Trademark-
Portfolio (3,4) 0.58% N/A 0.09% 0.67%
---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio (3,4) 0.48% N/A 0.09% 0.57%
---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio (3,4) 0.58% N/A 0.08% 0.66%
---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio (3) 0.58% N/A 0.11% 0.69%
---------------------------------------------------------------------------------------------------------------------------------
Franklin Small Cap Fund -- Class 2 (5,6) 0.55% 0.25% 0.27% 1.07%
---------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Securities Fund -- Class 2 (6,7) 0.60% 0.25% 0.19% 1.04%
---------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets Securities Fund --
Class 2 (6,8) 1.25% 0.25% 0.31% 1.81%
---------------------------------------------------------------------------------------------------------------------------------
Templeton Growth Securities Fund -- Class 2 (6,9,10) 0.83% 0.25% 0.05% 1.13%
---------------------------------------------------------------------------------------------------------------------------------
Templeton International Securities Fund -- Class 2
(6,11) 0.69% 0.25% 0.19% 1.13%
---------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Capital Growth Fund (12,13) 0.75% N/A 0.25% 1.00%
---------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT CORE-SM- Small Cap Equity Fund
(12,13) 0.75% N/A 0.25% 1.00%
---------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT CORE-SM- U.S. Equity Fund (12) 0.70% N/A 0.20% 0.90%
---------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Global Income Fund (12,13) 0.90% N/A 0.25% 1.15%
---------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT International Equity Fund (12,13) 1.00% N/A 0.35% 1.35%
---------------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Series (14) 0.75% N/A 0.09% 0.84%
---------------------------------------------------------------------------------------------------------------------------------
MFS Growth with Income Series (14) 0.75% N/A 0.13% 0.88%
---------------------------------------------------------------------------------------------------------------------------------
MFS New Discovery Series (14,15) 0.90% N/A 0.17% 1.07%
---------------------------------------------------------------------------------------------------------------------------------
MFS Research Series (14) 0.75% N/A 0.11% 0.86%
---------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley UIF Equity Growth (2) 0.29% N/A 0.56% 0.85%
---------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley UIF Fixed Income (2) 0.14% N/A 0.56% 0.70%
---------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley UIF Global Equity (2) 0.47% N/A 0.68% 1.15%
---------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley UIF Mid Cap Value (2) 0.43% N/A 0.62% 1.05%
---------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley UIF Value (2) 0.18% N/A 0.67% 0.85%
---------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth Fund/VA 0.66% N/A 0.01% 0.67%
---------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Capital Appreciation Fund/VA 0.68% N/A 0.02% 0.70%
---------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Global Securities Fund/VA 0.67% N/A 0.02% 0.69%
---------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Main Street Growth & Income Fund/VA 0.73% N/A 0.05% 0.78%
---------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund/VA 0.74% N/A 0.04% 0.78%
---------------------------------------------------------------------------------------------------------------------------------

(1) The figures shown in the table are for the year ended December 31, 1999
(except as otherwise noted).

(2) Absent voluntary reductions and reimbursements for certain Portfolios,
"Management Fees," "12b-1 Fees", "Other Expenses," and "Total Portfolio
Annual Expenses" as a percent of average net assets of the portfolios would
have been as follows:

Rule Total Portfolio
Management 12b-1 Other Annual
Portfolio Fees fees Expenses Expenses

---------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Balanced Fund 0.75% N/A 0.56% 1.31%
---------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley UIF Equity Growth 0.55% N/A 0.56% 1.11%
---------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley UIF Fixed Income 0.40% N/A 0.56% 0.96%
---------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley UIF Global Equity 0.80% N/A 0.68% 1.48%
---------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley UIF Mid Cap Value 0.75% N/A 0.62% 1.37%
---------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley UIF Value 0.55% N/A 0.67% 1.22%
---------------------------------------------------------------------------------------------------------------------------------

The Portfolio's Advisors may discontinue all or part of these voluntary
reductions and reimbursements at any time.

(3) Initial Class.

(4)A portion of the brokerage commissions that certain funds pay was used to
reduce fund expenses. In addition, through arrangements with certain funds',
or Fidelity Management & Research Company ("FMR") on behalf of certain
funds' custodian, credits realized as a result of uninvested cash balances
were used to reduce a portion of each applicable fund's expenses. With these
reductions, the "Total Portfolio Annual Expenses" presented in the table
would have been 0.65% for Contrafund-Registered Trademark- Portfolio, 0.56%
for Equity-Income Portfolio, and 0.65% for Growth Portfolio.

(5)On February 8, 2000, a merger and reorganization was approved that combined
the assets of the fund with a similar fund of the Templeton Variable
Products Series Fund, effective May 1, 2000. On February 8, 2000, fund
shareholders approved new management fees, which apply to the combined fund
effective May 1, 2000. The table shows restated total expenses based on the
new fees and assets of the fund as of December 31, 1999, and not the assets
of the combined fund. However, if the table reflected both the new fees and
the combined assets, the fund's expenses after May 1, 2000 would be
estimated as: "Management Fees" 0.55%, "Rule 12b-1 Fees" 0.25%, "Other
Expenses" 0.27%, and "Total Portfolio Annual Expenses" 1.07%.

(6)The funds' class 2 distribution plan or "Rule 12b-1 plan" is described in
the fund's prospectus.

(7)On February 8, 2000, a merger and reorganization was approved that combined
the fund with a similar fund of Templeton Variable Products Series Fund,
effective May 1, 2000. The table shows total expenses based on the funds
assets as of December 31, 1999, and not the assets of the combined fund.
However, if the table reflected combined assets, the fund's expenses after
May 1, 2000 would be estimated as: "Management Fees" 0.60%, "Rule 12b-1
Fees" 0.25%, "Other Expenses" 0.19%, and "Total Portfolio Annual Expenses"
1.04%.

(8)On February 8, 2000, shareholders approved a merger and reorganization that
combined the fund with the Templeton Developing Markets Equity Fund,
effective May 1, 2000. The shareholders of that fund had approved new
management fees, which apply to combined fund effective May 1, 2000. The
table shows restated total expenses based on the new fees and the assets of
the fund as of December 31, 1999, and not the assets of the combined fund.
However, if the table reflected both the new fees and the combined assets,
the fund's expenses after May 1, 2000 would be estimated as: "Management
Fees" 1.25%, "Rule 12b-1 Fees" 0.25%, "Other Expenses" 0.29%, and "Total
Portfolio Annual Expenses" 1.79%.

(9)On February 8, 2000, a merger and reorganization was approved that combined
the fund with a similar fund of Templeton Variable Products Series Fund,
effective May 1, 2000. The table shows total expenses based on the fund's
assets as of December 31, 1999, and not the assets of the combined fund.
However, if the table reflected combined assets, the fund's expenses after
May 1, 2000 would be estimated as: "Management Fees" 0.80%, "Rule 12b-1
Fees" 0.25%, "Other Expenses" 0.05%, and "Total Portfolio Annual Expenses"
1.10%

(10) The fund administration fee is paid indirectly through the management fee.

(11)On February 8, 2000, shareholders approved a merger and reorganization that
combined the fund with the Templeton International Equity Fund, effective
May 1, 2000. The shareholders of that fund had approved new management fees,
which apply to combined fund effective May 1, 2000. The table shows restated
total expenses based on the new fees and the assets of the fund as of
December 31, 1999, and not the assets of the combined fund. However, if the
table reflected both the new fees and the combined assets, the fund's
expenses after May 1, 2000 would be estimated as: "Management Fees" 0.65%,
"Rule 12b-1 Fees" 0.25%, "Other Expenses" 0.20%, and "Total Portfolio Annual
Expenses" 1.10%.

(12)The Funds' expenses are based on estimated expenses for the fiscal year
December 31, 2000.

(13)Goldman Sachs Asset Management and Goldman Sachs Asset Management
International, the investment advisors, have voluntarily agreed to reduce or
limit certain other expenses (excluding management fees, taxes, interest,
brokerage fees, litigation, indemnification, and other extraordinary
expenses) to the extent such expenses exceed the percentage stated in the
calculated per annum (above table) as of each fund's respective average
daily net assets. Without the limitations described above, "Other Expenses"
and "Total Portfolio Annual Expenses" would be estimated as follows:

Rule Total Portfolio
Management 12b-1 Other Annual
Portfolio Fees Fees Expenses Expenses

---------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Capital Growth Fund 0.75% N/A 0.94% 1.69%
---------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT CORE-SM- Small Cap Equity Fund 0.75% N/A 0.75% 1.50%
---------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT Global Income Fund 0.90% N/A 1.78% 2.68%
---------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT International Equity Fund 1.00% N/A 0.77% 1.77%
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Portfolio Advisor may discontinue all or part of these voluntary reductions
at any time.

(14)Each series has an expense offset arrangement which reduces the series'
custodian fee based upon the amount of cash maintained by the series with
its custodian and dividend disbursing agent. Each series may enter into
other such arrangements and directed brokerage arrangements, which would
also have the effect of reducing the series' expenses. "Other Expenses" do
not take into account these expense reductions, and are therefore higher
than the actual expenses of the series. Had these fee reductions been taken
into account, "Total Portfolio Annual Expenses" would be lower for certain
series and would equal: 0.83% for Emerging Growth Series, 0.87% for Growth
with Income Series, 1.05% for New Discovery Series, and 0.85% for Research
Series.

(15)MFS has contractually agreed, subject to reimbursement, to bear expenses
for these series such that each such series' "Other Expenses" (after taking
into account the expense offset arrangement described above), do not exceed
the following percentages of the average daily net assets of the series
during the current fiscal year: 0.15% for New Discovery Series. These
contractual fee arrangements will continue until at least May 1, 2001,
unless changed with the consent of the board of trustees which oversees the
series.

Example 1

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

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

- earned a 5% annual return on your investment,

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

- elected the Enhanced Death Benefit and Income Benefit Riders, and

- elected the Enhanced Earnings Death Benefit Rider (assuming Contract owner
is age 65-75)

THE EXAMPLE DOES NOT INCLUDE ANY TAXES OR TAX PENALTIES YOU MAY BE REQUIRED TO
PAY IF YOU SURRENDER YOUR CONTRACT.
<TABLE>
<CAPTION>

VARIABLE SUB-ACCOUNT 1 YEAR 3 YEAR 5 YEAR 10 YEAR

<S> <C> <C> <C> <C>
AIM V.I. Balanced Fund $87 $152 $219 $387
AIM V.I. Diversified Income Fund $83 $140 $200 $351
AIM V.I. Government Securities Fund $84 $142 $204 $358
AIM V.I. Growth Fund $82 $137 $195 $342
AIM V.I. Growth and Income Fund $82 $138 $197 $345
AIM V.I. International Equity Fund $84 $144 $207 $365
AIM V.I. Value $82 $138 $197 $345
The Dreyfus Socially Responsible Growth Fund, Inc. $82 $139 $198 $347
Dreyfus Stock Index Fund $77 $123 $171 $294
Dreyfus VIF Growth & Income Portfolio $82 $139 $198 $347
Dreyfus VIF Money Market Portfolio $80 $133 $188 $327
Fidelity VIP Contrafund Portfolio $81 $135 $192 $336
Fidelity VIP Equity-Income Portfolio $80 $132 $187 $326
Fidelity VIP Growth Portfolio $81 $135 $192 $335
Fidelity VIP High Income Portfolio $81 $136 $193 $338
Franklin Small Cap Fund - Class 2 $85 $147 $212 $374
Mutual Shares Securities Fund - Class 2 $85 $147 $211 $371
Templeton Developing Markets Securities Fund - Class 2 $93 $170 $249 $442
Templeton Growth Securities Fund - Class 2 $86 $149 $215 $380
Templeton International Securities Fund - Class 2 $86 $149 $215 $380
Goldman Sachs VIT Capital Growth Fund $85 $145 $209 $368
Goldman Sachs VIT CORE Small Cap Equity Fund $85 $145 $209 $368
Goldman Sachs VIT CORE U.S. Equity Fund $84 $142 $204 $358
Goldman Sachs VIT Global Income Fund $86 $150 $216 $382
Goldman Sachs VIT International Equity Fund $88 $156 $226 $400
MFS Emerging Growth Series $83 $140 $201 $352
MFS Growth with Income Series $83 $142 $203 $356
MFS New Discovery Series $85 $147 $212 $374
MFS Research Series $83 $141 $202 $354
Morgan Stanley UIF Equity Growth Portfolio $83 $141 $201 $353
Morgan Stanley UIF Fixed Income Portfolio $82 $136 $194 $339
Morgan Stanley UIF Global Equity Portfolio $86 $150 $216 $382
Morgan Stanley UIF Mid Cap Value Portfolio $85 $147 $211 $372
Morgan Stanley UIF Value Portfolio $83 $141 $201 $353
Oppenheimer Aggressive Growth Fund/VA $81 $135 $192 $336
Oppenheimer Capital Appreciation Fund/VA $82 $136 $194 $339
Oppenheimer Global Securities Fund/VA $81 $136 $193 $338
Oppenheimer Main Street Growth & Income Fund/VA $82 $139 $198 $346
Oppenheimer Strategic Bond Fund/VA $82 $139 $198 $346

<PAGE>

Example 2

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

VARIABLE SUB-ACCOUNT 1 YEAR 3 YEAR 5 YEAR 10 YEAR

AIM V.I. Balanced Fund $36 $109 $185 $387
AIM V.I. Diversified Income Fund $32 $98 $166 $351
AIM V.I. Government Securities Fund $33 $100 $170 $358
AIM V.I. Growth Fund $31 $95 $161 $342
AIM V.I. Growth and Income Fund $31 $96 $163 $345
AIM V.I. International Equity Fund $33 $102 $173 $365
AIM V.I. Value Fund $31 $96 $163 $345
The Dreyfus Socially Responsible Growth Fund, Inc. $31 $96 $164 $347
Dreyfus Stock Index Fund $26 $80 $137 $294
Dreyfus VIF Growth & Income Portfolio $31 $96 $164 $347
Dreyfus VIF Money Market Portfolio $29 $90 $154 $327
Fidelity VIP Contrafund Portfolio $30 $93 $158 $336
Fidelity VIP Equity-Income Portfolio $29 $90 $153 $326
Fidelity VIP Growth Portfolio $30 $92 $158 $335
Fidelity VIP High Income Portfolio $30 $93 $159 $338
Franklin Small Cap Fund - Class 2 $34 $105 $178 $374
Mutual Shares Securities Fund - Class 2 $34 $104 $177 $371
Templeton Developing Markets Securities Fund - Class 2 $42 $127 $215 $442
Templeton Growth Securities Fund - Class 2 $35 $107 $181 $380
Templeton International Securities Fund - Class 2 $35 $107 $181 $380
Goldman Sachs VIT Capital Growth Fund $34 $103 $175 $368
Goldman Sachs VIT CORE Small Cap Equity Fund $34 $103 $175 $368
Goldman Sachs VIT CORE U.S. Equity Fund $33 $100 $170 $358
Goldman Sachs VIT Global Income Fund $35 $107 $182 $382
Goldman Sachs VIT International Equity Fund $37 $113 $192 $400
MFS Emerging Growth Series $32 $98 $167 $352
MFS Growth with Income Series $32 $99 $169 $356
MFS New Discovery Series $34 $105 $178 $374
MFS Research Series $32 $99 $168 $354
Morgan Stanley UIF Equity Growth Portfolio $32 $98 $167 $353
Morgan Stanley UIF Fixed Income Portfolio $31 $94 $160 $339
Morgan Stanley UIF Global Equity Portfolio $35 $107 $182 $382
Morgan Stanley UIF Mid Cap Value Portfolio $34 $104 $177 $372
Morgan Stanley UIF Value Portfolio $32 $98 $167 $353
Oppenheimer Aggressive Growth Fund/VA $30 $93 $158 $336
Oppenheimer Capital Appreciation Fund/VA $31 $94 $160 $339
Oppenheimer Global Securities Fund/VA $30 $93 $159 $338
Oppenheimer Main Street Growth & Income Fund/VA $31 $96 $164 $346
Oppenheimer Strategic Bond Fund/VA $31 $96 $164 $346
</TABLE>

PLEASE REMEMBER THAT YOU ARE LOOKING AT EXAMPLES AND NOT A REPRESENTATION OF
PAST OR FUTURE EARNINGS. YOUR ACTUAL EXPENSES MAY BE LOWER OR GREATER THAN THOSE
SHOWN ABOVE. SIMILARLY, YOUR RATE OF RETURN MAY BE LOWER OR GREATER THAN 5%,
WHICH IS NOT GUARANTEED. THE EXAMPLES ASSUME THAT ANY PORTFOLIO EXPENSE WAIVERS
OR REIMBURSEMENT ARRANGEMENTS DESCRIBED IN THE FOOTNOTES TO THE PORTFOLIO ANNUAL
EXPENSE TABLE ARE IN EFFECT FOR THE PERIODS PRESENTED. THE ABOVE EXAMPLES ASSUME
THE ELECTION OF THE ENHANCED DEATH BENEFIT AND INCOME BENEFIT RIDERS WITH A
TOTAL MORTALITY AND EXPENSE RISK CHARGE OF 1.75%, AND THE ENHANCED EARNINGS
DEATH BENEFIT RIDER WITH AN ANNUAL FEE OF 0.35%. IF THOSE RIDERS WERE NOT
ELECTED, THE EXPENSE FIGURES SHOWN ABOVE WOULD BE SLIGHTLY LOWER. TO REFLECT THE
CONTRACT MAINTENANCE CHARGE IN THE EXAMPLES, WE ESTIMATED AN EQUIVALENT
PERCENTAGE CHARGE, BASED ON AN ASSUMED AVERAGE CONTRACT SIZE OF $47,490.

FINANCIAL INFORMATION
-------------------------------------------------------------------

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

There are not Accumulation Unit Values to report because the Contracts were
first offered as of the date of this prospectus.

To obtain a fuller picture of each Variable Sub-Account's finances, please refer
to the Variable Account's financial statements contained in the Statement of
Additional Information. The financial statements of Glenbrook also appear in the
Statement of Additional Information.

THE CONTRACT
-------------------------------------------------------------------

CONTRACT OWNER
The Glenbrook _____________ Variable Annuity is a contract between you, the
Contract owner, and Glenbrook, a life insurance company. As the Contract owner,
you may exercise all of the rights and privileges provided to you by the
Contract. That means it is up to you to select or change (to the extent
permitted):

- the investment alternatives during the Accumulation and Payout Phases,

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

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

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

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

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

- any other rights that the Contract provides.

If you die, any surviving Contract owner, or, if none, the Beneficiary may
exercise the rights and privileges provided to them by the Contract.

The Contract cannot be jointly owned by both a non-natural person and a natural
person.

You may change the Contract owner at any time. We will provide a change of
ownership form to be signed by you and filed with us. After we accept the form,
the change of ownership will be effective as of the date you signed the form.
Each change is subject to any payment made by us or any other action we take
before we accept the change.

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

ANNUITANT The Annuitant is the individual whose life determines the amount and
duration of income payments (other than under Income Plans with guaranteed
payments for a specified period). You initially designate an Annuitant in your
application. You may change the Annuitant at any time prior to the Payout Start
Date (only if the Contract owner is a natural person). Once we accept a change,
it takes effect as of the date you signed the request. Until we receive your
written notice to change the Contract owner, we are entitled to rely on the most
recent ownership information in our files. We will not be liable as to any
payment or settlement made prior to receiving the written notice. Accordingly,
if you wish to change the Contract owner, you should deliver your written notice
to us promptly. Each change is subject to any payment we make or other action we
take before we accept it.

You may designate a joint Annuitant, who is a second person on whose life income
payments depend. We permit joint Annuitants only on or after the Payout Start
Date. If the Annuitant dies prior to the Payout Start Date, the new Annuitant
will be:

(i) the youngest Contract owner; otherwise,

(ii) the youngest Beneficiary.

BENEFICIARY The Beneficiary is the person selected by the Contract owner to
receive the death benefits or become the new Contract owner if the sole
surviving Contract owner dies before the Payout Start Date. The Primary
Beneficiary is the person first selected by the Contract owner who may elect to
receive the death benefit or become the new Contract owner if the sole surviving
Contract owner dies before the Payout Start Date. A Contingent Beneficiary is
the person selected by the Contract owner who will become the Beneficiary if all
named Beneficiaries die before the death of the sole surviving Contract owner.
If the sole surviving Contract owner dies after the Payout Start Date, the
Beneficiary will receive any guaranteed income payments scheduled to continue.

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

If you did not name a Beneficiary or, unless otherwise provided in the
Beneficiary designation, if a named Beneficiary is no longer living and there
are no other surviving Beneficiaries or Contingent Beneficiaries, the new
Beneficiary will be:

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

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

- your estate.

If one or more Beneficiaries survive you (or survives the Annuitant, if the
Contract owner is not a natural person), we will divide the death benefit among
the surviving Beneficiaries according to your most recent written instructions.
If you have not given us written instructions, we will pay the death benefit in
equal amounts to the surviving Beneficiaries.

After we receive the form, the change of annuitant will be effective as of the
date you signed the form. Each change is subject to any pament made by us or
any other action we take before we accept the change.

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

<PAGE>

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

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

MINIMUM PURCHASE PAYMENTS
Your initial purchase payment must be at least $5,000 ($2,000 for a Qualified
Contract). All subsequent purchase payments must be $50 or more. You may make
purchase payments at any time prior to the Payout Start Date. We reserve the
right to limit the maximum amount of purchase payments we will accept. The mosr
we will accept without our prior approval is $1,000,000. The most we will accept
without our prior approval is $1,000,000. We also reserve the right to reject
any application.

AUTOMATIC ADDITIONS PROGRAM
You may make subsequent purchase payments by automatically transferring money
from your bank account. Consult your representative for more detailed
information.

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

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

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

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

RIGHT TO CANCEL
You may cancel the Contract by returning it to us within the Cancellation
Period, which is the 20 day period after you receive the Contract, or a longer
period should your state require it. You may return it by delivering it or
mailing it to us. If you exercise this "RIGHT TO CANCEL," the Contract
terminates and we will pay you the full amount of your purchase payments
allocated to the Fixed Account. We also will return your purchase payments
allocated to the Variable Account adjusted, to the extent federal or state law
permits, to reflect investment gain or loss that occurred from the date of
allocation through the date of cancellation. Some states may require us to
return a greater amount to you. If this Contract is qualified under Section 408
of the Internal Revenue Code, we will refund the greater of any purchase
payments or the Contract Value.

In states where we are required to refund purchase payments, we reserve the
right during the Cancellation Period to invest any purchase payments you
allocated to a Variable Sub-Account to the Money Market Variable Sub-Account
available under the Contract. We will notify you if we do so. At the end of the
Cancellation Period, we will allocate the amount in the Money market Variable
Sub-account to the variable Sub-account as you originally designated.

CONTRACT VALUE
-------------------------------------------------------------------

Your Contract Value at any time during the Accumulation Phase is equal to the
sum of the value of your Accumulation Units in the Variable Sub-Accounts you
have selected, plus the value of your investment in the Fixed Account Options.

ACCUMULATION UNITS
To determine the number of Accumulation Units of each Variable Sub-Account to
credit to your Contract, we divide (i) the amount of the purchase payment or
transfer you have allocated to a Variable Sub-Account by (ii) the Accumulation
Unit Value of that Variable Sub-Account next computed after we receive your
payment or transfer. For example, if we receive a $10,000 purchase payment
allocated to a Variable Sub-Account when the Accumulation Unit Value for the
Sub-Account is $10, we would credit 1,000 Accumulation Units of that Variable
Sub-Account to your Contract. Withdrawals and transfers from a Variable
Sub-Account would, of course, reduce the number of Accumulation Units of that
Sub-Account allocated to your Contract.

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

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

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

We determine contract maintenance charges, withdrawal charges, Enhanced Earnings
Death Benefit charges (if applicable) and transfer fees (currently waived)
separately for each Contract. They do not affect Accumulation Unit Value.
Instead, we obtain payment of those charges and fees by redeeming Accumulation
Units. For details on how we calculate Accumulation Unit Value, please refer to
the Statement of Additional Information.

We determine a separate Accumulation Unit Value for each Variable Sub-Account on
each Valuation Date. We also determine a separate set of Accumulation Unit
Values reflecting the cost of the Enhanced Death Benefit Rider, the Income
Benefit Rider, and the Enhanced Death Benefit Rider with the Income Benefit
Rider.

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

<PAGE>

INVESTMENT ALTERNATIVES: THE VARIABLE SUB-ACCOUNTS
-------------------------------------------------------------------

You may allocate your purchase payments to up to 39 Variable Sub-Accounts. Each
Variable Sub-Account invests in the shares of a corresponding Portfolio. Each
Portfolio has its own investment objective(s) and policies. We briefly describe
the Portfolios below.

For more complete information about each Portfolio, including expenses and risks
associated with the Portfolio, please refer to the accompanying prospectuses for
the Funds. You should carefully review the Fund prospectuses before allocating
amounts to the Variable Sub-Accounts.

Portfolio: Each Portfolio Seeks: Investment Advisor:

AIM VARIABLE INSURANCE FUNDS*
<S> <C> <C>
AIM V.I. Balanced Fund As high a total return as A I M Advisors, Inc.
possible, consistent
with preservation of capital
AIM V.I. Diversified Income Fund A high level of current income
AIM V.I. Government Securities A high level of current income
Fund consistent with a reasonable
concern for safety of principal
AIM V.I. Growth Fund Growth of capital
AIM V.I. Growth and Income Fund Growth of capital with a
secondary objective of
current income
AIM V.I. International Equity Fund Long-term growth of capital
AIM V.I. Value Fund Long-term growth of capital
and income as a secondary objective

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.; THE DREYFUS STOCK INDEX FUND; AND THE DREYFUS VARIABLE INVESTMENT FUND (VIF)
(COLLECTIVELY, THE DREYFUS FUNDS)

The Dreyfus Socially Responsible Capital growth and, The Dreyfus Corporation
Growth Fund, Inc. secondarily, current income

Dreyfus Stock Index Fund To match the total return
of the Standard & Poor's
500 Composite Stock Price Index
Dreyfus VIF Growth & Income Long-term capital growth,
Portfolio current income and growth
of income, consistent with
reasonable investment risk
Dreyfus VIF Money Market A high level of current
Portfolio income as is consistent with
the preservation of
capital and the
maintenance of liquidity

FIDELITY VARIABLE INSURANCE PRODUCTS FUND

Fidelity VIP Contrafund Long-term capital appreciation Fidelity Management &
Portfolio Research Company
Fidelity VIP Equity-Income Portfolio Reasonable income
Fidelity VIP Growth Portfolio Capital appreciation
Fidelity VIP High Income Portfolio High level of current income while also
considering growth of capital

<PAGE>

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST (VIP) -- CLASS 2
Franklin Small Cap Fund Long-term capital growth Franklin Advisers, Inc.
(surviving fund of merger with Franklin Small Cap Investments Fund)
Mutual Shares Securities Fund Capital appreciation. Franklin Mutual Advisers,
Secondary goal is income. LLC.
(surviving fund of merger with Mutual Shares Investments Fund) Templeton
Developing Markets Long-term capital appreciation Templeton Investment
Securities Fund Counsel, Inc.
(previously Templeton Developing Markets Fund)
Templeton Growth Securities Fund Long-term capital growth Templeton Global
Advisors Limited
(surviving fund of merger with Templeton Stock Fund)
Templeton International Long-term capital growth Templeton Investment Securities Fund
Counsel, Inc.
(previously Templeton International Fund)

GOLDMAN SACHS VARIABLE INSURANCE TRUST (VIT)
Goldman Sachs VIT Capital Long-term growth of capital Goldman Sachs Asset
Growth Fund Management
Goldman Sachs VIT CORE-SM- Small
Cap Equity Long-term growth of capital
Fund
Goldman Sachs VIT CORE-SM- Long-term growth of capital and
U.S. Equity Fund dividend income
Goldman Sachs VIT Global A high total return, emphasizing
Income Fund current income and, to a lesser
extent providing opportunities
for capital appreciation
Goldman Sachs VIT Long-term capital appreciation Goldman Sachs Asset
International Equity Fund Management International

<PAGE>

Portfolio: Each Portfolio Investment Advisor:

MFS-REGISTERED TRADEMARK- VARIABLE INSURANCE TRUST-SM-

MFS Emerging Growth Series Long-term growth of capital Massachusetts Financial
Services
MFS Growth with Income Series Reasonable current income
and long-term growth
of capital and income
MFS New Discovery Series Capital appreciation
MFS Research Series Long-term growth of capital
and future income
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
Morgan Stanley UIF Equity Growth Long-term capital appreciation Morgan Stanley
Asset Management
Morgan Stanley UIF Fixed Income Above-average total return
over a market cycle
of three to five years
Morgan Stanley UIF Global Equity Long-term capital appreciation
Morgan Stanley UIF Mid Cap Value Above-average total return over
a market cycle of three to five years
Morgan Stanley UIF Value Above-average total return over a market Miller Anderson &
cycle of three to five years Sherrerd, LLP

OPPENHEIMER VARIABLE ACCOUNT FUNDS
Oppenheimer Aggressive Growth Fund/VA Capital appreciation Oppenheimer Funds, Inc.
Oppenheimer Capital Appreciation Fund/VA Capital appreciation
Oppenheimer Global Securities Fund/VA Long-term capital appreciation
Oppenheimer Main Street Growth &
Income Fund/VA High total return, which
includes growth in the
value of its shares as well
as current income, from equity
and debt securities
Oppenheimer Strategic Bond Fund/VA High level of current income
</TABLE>

*A portfolio's investment objective may be changed by the Fund's Board of
Trustees without shareholders approval.

VARIABLE INSURANCE TRUST PORTFOLIOS MAY NOT BE MANAGED BY THE SAME PORTFOLIO
MANAGERS WHO MANAGE RETAIL MUTUAL FUNDS WITH SIMILAR NAMES. THESE PORTFOLIOS ARE
LIKELY TO DIFFER FROM RETAIL FUNDS IN ASSETS, CASH FLOW, AND TAX MATTERS.
ACCORDINGLY, THE HOLDINGS AND INVESTMENT RESULTS OF A PORTFOLIO CAN BE EXPECTED
TO BE HIGHER OR LOWER THAN THE INVESTMENT RESULTS OF RETAIL MUTUAL FUNDS.

<PAGE>

INVESTMENT ALTERNATIVES: THE FIXED ACCOUNT OPTIONS
-------------------------------------------------------------------

You may allocate all or a portion of your purchase payments to the Fixed
Account. You may choose from among 3 Fixed Account Options, including 2 dollar
cost averaging options and the option to invest in one or more Guarantee Periods
included in the Guaranteed Maturity Fixed Account. We may offer additional Fixed
Account options in the future. We will credit a minimum annual interest rate of
3% to money you allocate to any of the Fixed Account Options. The Fixed Account
Options may not be available in all states. Please consult with your
representative for current information. The Fixed Account supports our insurance
and annuity obligations. The Fixed Account consists of our general assets other
than those in segregated asset accounts. We have sole discretion to invest the
assets of the Fixed Account, subject to applicable law. Any money you allocate
to a Fixed Account Option does not entitle you to share in the investment
experience of the Fixed Account.

DOLLAR COST AVERAGING FIXED ACCOUNT OPTIONS

Short Term Dollar Cost Averaging Fixed Account Option. You may establish a Short
Term Dollar Cost Averaging Program by allocating purchase payments to THE SHORT
TERM DOLLAR COST AVERAGING FIXED ACCOUNT OPTION ("SHORT TERM DCA FIXED ACCOUNT
OPTION"). We will credit interest to purchase payments you allocate to this
Option for up to six months at the current rate in effect at the time of
allocation. We will credit interest daily at a rate that will compound at the
annual interest rate we guaranteed at the time of allocation.

We will follow your instructions in transferring amounts monthly from the Short
Term DCA Fixed Account Option. However, you may not choose less than 3 or more
than 6 equal monthly installments. Further, you must transfer each purchase
payment and all its earnings out of this Option by means of dollar cost
averaging within 6 months. If you discontinue the Dollar Cost Averaging Program
before the end of the transfer period, we will transfer the remaining balance in
this Option to the Money Market Variable Sub-Account unless you request a
different investment alternative. No transfers are permitted into the Short Term
DCA Fixed Account.

For each purchase payment allocated to this Option, your first monthly transfer
will occur at the end of the first month following such purchase payment. If we
do not receive an allocation from you within one month of the date of payment,
we will transfer the payment plus associated interest to the Money Market
Variable Sub-Account in equal monthly installments.

Extended Short Term Dollar Cost Averaging Fixed Account Option. You may
establish an Extended Short Term Dollar Cost Averaging Program by allocating
purchase payments to THE EXTENDED SHORT TERM DOLLAR COST AVERAGING FIXED ACCOUNT
OPTION ("EXTENDED SHORT TERM DCA FIXED ACCOUNT OPTION"). We will credit interest
to purchase payments you allocate to this Option for up to twelve months at the
current rate in effect at the time of allocation. We will credit interest daily
at a rate that will compound at the annual interest rate we guaranteed at the
time of allocation.

We will follow your instructions in transferring amounts monthly from the
Extended Short Term DCA Fixed Account Option. However, you may not choose less
than 7 or more than 12 equal monthly installments. Further, you must transfer
each purchase payment and all its earnings out of this Option by means of dollar
cost averaging within 12 months. If you discontinue the Dollar Cost Averaging
Program before the end of the transfer period, we will transfer the remaining
balance in this Option to the Money Market Variable Sub-Account unless you
request a different investment alternative. No transfers are permitted into the
Extended Short Term DCA Fixed Account.

At the end of the transfer period, any remaining portion of the purchase payment
and interest in the Short Term Dollar Cost Averaging Fixed Account or the
Extended Short Term Dollar Cost Averaging Fixed Account will be allocated to
other investment alternatives according to your current Short Term Dollar
Cost Averaging Fixed Account or the Extended Short Term Dollar Cost Averaging
Fixed Account allocation instructions.

INVESTMENT RISK
We bear the investment risk for all amounts allocated to the Short Term DCA
Fixed Account Option and the Extended Short Term DCA Fixed Account Option. That
is because we guarantee the current and renewal interest rates we credit to the
amounts you allocate to either of these Options, which will never be less than
the minimum guaranteed rate in the Contract. Currently, we determine, in our
sole discretion, the amount of interest credited in excess of the guaranteed
rate.

We may declare more than one interest rate for different monies based upon the
date of allocation to the Short Term DCA Fixed Account Option and the Extended
Short Term DCA Fixed Account Option. For current interest rate information,
please contact your representative or our customer support unit at
1-800-755-5275.

GUARANTEE PERIODS
Each payment or transfer allocated to a Guarantee Period earns interest at a
specified rate that we guarantee for a period of years. Guarantee Periods may
range from 1 to 10 years. We are currently offering Guarantee Periods of 1, 3,
5, 7, and 10 years in length. In the future we may offer Guarantee Periods of
different lengths or stop offering some Guarantee Periods.

You select the Guarantee Period for each payment or transfer. If you do not
select a Guarantee Period, we will assign the same period(s) you selected for
your most recent purchase payment(s).

Each payment or transfer allocated to a Guarantee Period must be at least $50.
We reserve the right to limit the number of additional purchase payments that
you may allocate to this Option.

Interest Rates. We will tell you what interest rates and Guarantee Periods we
are offering at a particular time. We will not change the interest rate that we
credit to a particular allocation until the end of the relevant Guarantee
Period. We may declare different interest rates for Guarantee Periods of the
same length that begin at different times.

We have no specific formula for determining the rate of interest that we will
declare initially or in the future. We will set those interest rates based on
investment returns available at the time of the determination. In addition, we
may consider various other factors in determining interest rates including
regulatory and tax requirements, our sales commission and administrative
expenses, general economic trends, and competitive factors. WE DETERMINE THE
INTEREST RATES TO BE DECLARED IN OUR SOLE DISCRETION. WE CAN NEITHER PREDICT NOR
GUARANTEE WHAT THOSE RATES WILL BE IN THE FUTURE. For current interest rate
information, please contact your representative or Glenbrook at 1-800-755-5275.

How We Credit Interest. We will credit interest daily to each amount allocated
to a Guarantee Period at a rate that compounds to the annual interest rate that
we declared at the beginning of the applicable Guarantee Period. The following
example illustrates how a purchase payment allocated to a Guaranteed Period
would grow, given an assumed Guarantee Period and annual interest rate:

Purchase Payment......................... $10,000
Guarantee Period......................... 5 years
Annual Interest Rate..................... 4.50%

END OF CONTRACT YEAR

YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
<S> <C> <C> <C> <C> <C>
Beginning Contract Value $10,000.00
X (1 + Annual Interest Rate) X 1.045
----------
$10,450.00
Contract Value at end of Contract Year $10,450.00
X (1 + Annual Interest Rate) X 1.045
----------
$10,920.25
Contract Value at end of Contract Year $10,920.25
X (1 + Annual Interest Rate) X 1.045
----------
$11,411.66

Contract Value at end of Contract Year $11,411.66
X (1 + Annual Interest Rate) X 1.045
----------
$11,925.19

Contract Value at end of Contract Year $11,925.19
X (1 + Annual Interest Rate) X 1.045
----------
$12,461.82

Total Interest Credited During Guarantee Period = $2,461.82 ($12,461.82 - $10,000.00)
</TABLE>

This example assumes no withdrawals during the entire 5 year Guarantee Period.
If you were to make a withdrawal, you may be required to pay a withdrawal
charge. In addition, the amount withdrawn may be increased or decreased by a
Market Value Adjustment that reflects changes in interest rates since the time
you invested the amount withdrawn. The hypothetical interest rate is for
illustrative purposes only and is not intended to predict future interest rates
to be declared under the Contract. Actual interest rates declared for any given
Guarantee Period may be more or less than shown above.

Renewals. Prior to the end of each Guarantee Period, we will mail you a notice
asking you what to do with your money, including the accrued interest. During
the 30-day period after the end of the Guarantee Period, you may:

1. Take no action. We will automatically apply your money to a new Guarantee
Period of the same length as the expiring Guarantee Period. The new Guarantee
Period will begin on the day the previous Guarantee Period ends. The new
interest rate will be our current declared rate for a Guarantee Period of that
length; or

2. Instruct us to apply your money to one or more new Guarantee Periods of your
choice. The new Guarantee Period(s) will begin on the day the previous Guarantee
Period ends. The new interest rate will be our then current declared rate for
those Guarantee Periods; or

3. Instruct us to transfer all or a portion of your money to one or more
Variable Sub-Accounts of the Variable Account. We will effect the transfer on
the day we receive your instructions. We will not adjust the amount transferred
to include a Market Value Adjustment; or

4. Withdraw all or a portion of your money. You may be required to pay a
withdrawal charge, but we will not adjust the amount withdrawn to include a
Market Value Adjustment. You may also be required to pay premium taxes and
income tax withholding, if applicable. We will pay interest from the day the
Guarantee Period expired until the date of withdrawal. The interest will be the
rate for the shortest Guarantee Period then being offered. Amounts not withdrawn
will be applied to a new Guarantee Period of the same length as the previous
Guarantee Period. The new Guarantee Period will begin on the day the previous
Guarantee Period ends.

Market Value Adjustment. All withdrawals and transfers from a Guarantee Period,
other than those taken during the 30 day period after such Guarantee Period
expires, are subject to a Market Value Adjustment. A Market Value Adjustment
also may apply upon payment of a death benefit and when you apply amounts
currently invested in a Guarantee Period to an Income Plan (unless paid or
applied during the 30-day period after such Guarantee Period expires). We also
will not apply a Market Value Adjustment to a withdrawal you make:

- within the Free Withdrawal Amount as described on page ___,

- that qualify for one of the waivers as described on page ___,

- to satisfy the IRS minimum distribution rules for the Contract, or

- a single withdrawal made by a surviving spouse made within one year after
continuing the Contract.

We apply the Market Value Adjustment to reflect changes in interest rates from
the time you first allocate money to a Guarantee Period to the time you remove
it from that Guarantee Period. We calculate the Market Value Adjustment by
comparing the TREASURY RATE for a period equal to the Guarantee Period at its
inception to the Treasury Rate for a period equal to the Guarantee Period when
you remove your money. "Treasury Rate" means the U.S. Treasury Note Constant
Maturity Yield as reported in Federal Reserve Bulletin Release H.15.

The Market Value Adjustment may be positive or negative, depending on changes in
interest rates. As such, you bear the investment risk associated with changes in
interest rates. If interest rates increase significantly, the Market Value
Adjustment and any withdrawal charge, premium taxes, and income tax withholding
(if applicable) could reduce the amount you receive upon full withdrawal from a
Guaranteed Period to an amount that is less than the purchase payment applied to
that period plus interest earned under the Contract.

Generally, if the original Treasury Rate at the time you allocate money to a
Guarantee Period is higher than the applicable current Treasury Rate for a
period equal to the Guarantee Period, then the Market Value Adjustment will
result in a higher amount payable to you, transferred or applied to an Income
Plan. Conversely, if the Treasury Rate at the time you allocate money to a
Guarantee Period is lower than the applicable Treasury Rate for a period equal
to the Guarantee Period, then the Market Value Adjustment will result in a lower
amount payable to you, transferred or applied to an Income Plan.

For example, assume that you purchase a Contract and you select an initial
Guarantee Period of 5 years and the 5 year Treasury Rate for that duration is
4.50%. Assume that at the end of 3 years, you make a partial withdrawal. If, at
that later time, the current 5 year Treasury Rate is 4.20%, then the Market
Value Adjustment will be positive, which will result in an increase in the
amount payable to you. Conversely, if the current 5 year Treasury Rate is 4.80%,
then the Market Value Adjustment will be negative, which will result in a
decrease in the amount payable to you.

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

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

TRANSFERS DURING THE ACCUMULATION PHASE
During the Accumulation Phase, you may transfer Contract Value among the
investment alternatives. You may not transfer Contract Value to either the Short
Term Dollar Cost Averaging Fixed Account or the Extended Short Term Dollar Cost
Averaging Fixed Account Options. You may request transfers in writing on a form
that we provided or by telephone according to the procedure described below. The
minimum amount that you may transfer into a Guarantee Period is $50. We
currently do not assess, but reserve the right to assess, a $10 charge on each
transfer in excess of 12 per Contract Year. All transfers to or from more than
one Portfolio on any given day counts as one transfer.

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

If you transfer an amount from a Guarantee Period other than during the 30 day
period after such Guarantee Period expires, we will increase or decrease the
amount by a Market Value Adjustment.

We reserve the right to waive any transfer restrictions.

TRANSFERS DURING THE PAYOUT PHASE
During the Payout Phase, you may make transfers among the Variable Sub-Accounts
so as to change the relative weighting of the Variable Sub-Accounts on which
your variable income payments will be based. You may make up to 12 transfers per
Contract Year. You may not convert any portion of your fixed income payments
into variable income payments. After 6 months from the Payout Start Date, you
may make transfers from the Variable Sub-Accounts to increase the proportion of
your income payments consisting of fixed income payments.

TELEPHONE TRANSFERS
You may make transfers by telephone by calling 1-800-755-5275. The cut off time
for telephone transfer requests is 3:00 p.m. Central time. In the event that the
New York Stock Exchange closes early, i.e., before 3:00 p.m. Central Time, or in
the event that the Exchange closes early for a period of time but then reopens
for trading on the same day, we will process telephone transfer requests as of
the close of the Exchange on that particular day. We will not accept telephone
requests received at any telephone number other than the number that appears in
this paragraph or received after the close of trading on the Exchange.

We may suspend, modify or terminate the telephone transfer privilege at any time
without notice.

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

EXCESSIVE TRADING LIMITS

We reserve the right to limit transfers among the Variable Sub-Accounts in any
Contract Year, or to refuse any Variable Sub-Account transfer request, if:

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

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

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

<PAGE>

DOLLAR COST AVERAGING PROGRAM
Through our Dollar Cost Averaging Program, you may automatically transfer a
fixed dollar amount every month from any Variable Sub-Account, the Short Term
Dollar Cost Averaging Fixed Account, or the Extended Short Term Dollar Cost
Averaging Fixed Account, to any of the other Variable Sub-Accounts. You may not
use the Dollar Cost Averaging Program to transfer amounts to the Guarantee
Periods. This program is available only during the Accumulation Phase.

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

The theory of dollar cost averaging is that if purchases of equal dollar amounts
are made at fluctuating prices, the aggregate average cost per unit will be less
than the average of the unit prices on the same purchase dates. However,
participation in this Program does not assure you of a greater profit from your
purchases under the Program nor will it prevent or necessarily reduce losses in
a declining market. Call or write us for instructions on how to enroll.

AUTOMATIC PORTFOLIO REBALANCING PROGRAM
Once you have allocated your money among the Variable Sub-Accounts, the
performance of each Sub-Account may cause a shift in the percentage you
allocated to each Sub-Account. If you select our Automatic Portfolio Rebalancing
Program, we will automatically rebalance the Contract Value in each Variable
Sub-Account and return it to the desired percentage allocations. We will not
include money you allocate to the Fixed Account Options in the Automatic
Portfolio Rebalancing Program.

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

Example:

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

The Automatic Portfolio Rebalancing Program is available only during the
Accumulation Phase. The transfers made under the Program do not count towards
the 12 transfers you can make without paying a transfer fee, and are not subject
to a transfer fee. Portfolio rebalancing is consistent with maintaining your
allocation of investments among market segments, although it is accomplished by
reducing your Contract Value allocated to the better performing segments.

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

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

CONTRACT MAINTENANCE CHARGE
During the Accumulation Phase, on each Contract Anniversary, we will deduct a
$35 contract maintenance charge from your Contract Value invested in each
Variable Sub-Account in proportion to the amount invested. If you surrender your
Contract, we will deduct the contract maintenance charge pro rated for the part
of the Contract Year elapsed, unless your Contract qualifies for a waiver,
described below. During the Payout Phse, we will deduct the charge
proportionately from each income payment.

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

- your Contract Value equals $50,000 or more, or

- all money is allocated to the Fixed Account.

After the Payout Start Date, we will waive the charge if the Contract Value is
$50,000 or more as of the Payout Start Date.

MORTALITY AND EXPENSE RISK CHARGE
We deduct a mortality and expense risk charge daily at an annual rate of 1.25%
of the average daily net assets you have invested in the Variable Sub-Accounts
(1.50% if you select the Enhanced Death Benefit Rider; 1.50% if you select the
Income Benefit Rider; and 1.75% if you select both the Enhanced Death Benefit
Rider and the Income Benefit Rider).

The mortality and expense risk charge is for the insurance benefits available
with your Contract (including our guarantee of annuity rates and the death
benefits), for certain expenses of the Contract, and for assuming the risk
(expense risk) that the current charges will be sufficient in the future to
cover the cost of administering the Contract. If the charges under the Contract
are not sufficient, then we will bear the loss. We charge an additional amount
for the Enhanced Death Benefit Rider and the Income Benefit Rider to compensate
us for the additional risk that we accept by providing these Riders.

We guarantee that we will not raise the mortality and expense risk charge. We
assess the mortality and expense risk charge during both the Accumulation Phase
and the Payout Phase. After the Payout Start Date, mortality and expense risk
charges for the Enhanced Death Benefit and the Income Benefit will cease.

ENHANCED EARNINGS DEATH BENEFIT RIDER FEE

If you elect the Enhanced Earnings Death Benefit Rider, we will deduct an annual
charge from your Contract Value on each Contract Anniversary during the
Accumulation Phase. The annual charge is calculated as a percentage of your
Contract Value on the Contract Anniversary and is based on the oldest Contract
owner's age on the date we issue the Rider, as follows:

Age Annual Charge
0-55 0.10%
56-65 0.20%
66-75 0.35%

We first deduct this annual fee from the Variable Sub-Accounts on a pro rata
basis. If the Contract Value in the Variable Sub-Accounts is not sufficient to
cover the charge, we will deduct the remaining charge from the Guarantee
Periods, beginning with the oldest Guarantee Period. On the first Contract
Anniversary after we issue the Rider, we will deduct the Rider charge pro rated
to reflect the number of complete months the Rider was in effect during such
Contract Year. Also, if you surrender your Contract, we will deduct the Rider
charge (multiplied by the Contract Value immediately prior to the surrender) pro
rated to reflect the number of complete months the Rider was in effect during
the current Contract Year.

ADMINISTRATIVE EXPENSE CHARGE
We deduct an administrative expense charge daily at an annual rate of 0.10% of
the average daily net assets you have invested in the Variable Sub-Accounts. We
intend this charge to cover actual administrative expenses that exceed the
revenues from the contract maintenance charge. There is no necessary
relationship between the amount of administrative charge imposed on a given
Contract and the amount of expenses that may be attributed to that Contract. We
assess this charge each day during the Accumulation Phase and the Payout Phase.
We guarantee that we will not raise this charge.

TRANSFER FEE
We do not currently impose a fee upon transfers among the investment
alternatives. However, we reserve the right to charge $10 per transfer after the
12th transfer in each Contract Year. We will not charge a transfer fee on
transfers that are part of a Dollar Cost Averaging or Automatic Portfolio
Rebalancing Program.

WITHDRAWAL CHARGE
We may assess a withdrawal charge of up to 7% of the purchase payment(s) you
withdraw. The charge declines to 0% over a 7 year period that begins on the day
we receive your payment. A schedule showing how the charge declines is
shown on page __. During each Contract Year, you can withdraw up to 15% of the
aggregate amount of your purchase payments without paying the charge. Unused
portions of this "Free Withdrawal Amount" are not carried forward to future
Contract Years. We will deduct withdrawal charges, if applicable, from the
amount paid.

For purposes of calculating the withdrawal charge, we will treat withdrawals as
coming from the oldest purchase payments first. However, for federal income tax
purposes, please note that withdrawals are considered to have come first from
earnings, which means you pay taxes on the earnings portion of your withdrawal.

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

- on the Payout Start Date (a withdrawal charge may apply if you
terminate income payments to be received for a specified period);

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

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

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

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

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

1. You or the Annuitant, if the Contract owner is not a natural person, are
confined to a long term care facility or a hospital for at least 90 consecutive
days. You or the Annuitant must enter the long term care facility or hospital at
least 30 days after the Issue Date;

2. You request the withdrawal and provide written proof of the stay no later
than 90 days following the end of your or the Annuitant's stay at the long term
care facility or hospital; and

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

You may not claim this benefit if you, the Annuitant, or a member of your or the
Annuitant's immediate family, is the physician prescribing your or the
Annuitant's stay in a long term care facility.

TERMINAL ILLNESS WAIVER. We will waive the withdrawal charge and any Market
Value Adjustment on all withdrawals taken prior to the Payout Start Date under
your Contract if:

1. you or the Annuitant (if the Contract owner is not a natural person) are
first diagnosed with a terminal illness at least 30 days after the Issue Date;
and

2. you claim this benefit and deliver adequate proof of diagnosis to us.

UNEMPLOYMENT WAIVER. We will waive the withdrawal charge and any Market Value
Adjustment on one partial or a full withdrawal taken prior to the Payout Start
Date under your Contract, if you meet the following requirements:

1. you or the Annuitant, if the Contract owner is not a natural person, become
unemployed at least one year after the Issue Date;

2. you or the Annuitant, if the Contract owner is not a natural person, receive
unemployment compensation as defined in the Contract for at least 30 days as a
result of that unemployment; and

3. you or the Annuitant, if the Contract owner is not a natural person, claim
this benefit within 180 days of your or the Annuitant's initial receipt of
unemployment compensation.

Please refer to your Contract for more detailed information about the terms and
conditions of these waivers.

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

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

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

DEDUCTION FOR SEPARATE ACCOUNT INCOME TAXES
We are not currently maintaining a provision for taxes. In the future, however,
we may establish a provision for taxes if we determine, in our sole discretion,
that we will incur a tax as a result of the operation of the Variable Account.
We will deduct for any taxes we incur as a result of the operation of the
Variable Account, whether or not we previously made a provision for taxes and
whether or not it was sufficient. Our status under the Internal Revenue Code is
briefly described in the Statement of Additional Information.

OTHER EXPENSES
Each Portfolio deducts advisory fees and other expenses from its assets. You
indirectly bear the charges and expenses of the Portfolios whose shares are held
by the Variable Sub-Accounts. These fees and expenses are described in the
accompanying prospectuses for the Funds. For a summary of current estimates of
those charges and expenses, see page ___. We may receive compensation from the
investment advisers or administrators of the Portfolios in connection with the
administrative services we provide to the Portfolios.

ACCESS TO YOUR MONEY
-------------------------------------------------------------------

You can withdraw some or all of your Contract Value at any time prior to the
Payout Start Date.

The amount payable upon withdrawal is the Contract Value (or portion thereof)
next computedafter we receive the request for a withdrawal at our home office,
adjusted by any Market Value Adjustment less any withdrawal charges, contract
maintenance charges, Enhanced Earnings Death Benefit fee (if applicable),income
tax withholding, penalty tax, and any premium taxes. We will pay withdrawals
from the Variable Account within 7 days of receipt of the request, subject to
postponement in certain circumstances.

You can withdraw money from the Variable Account or the Fixed Account Options.
To complete a partial withdrawal from the Variable Account, we will cancel
Accumulation Units in an amount equal to the withdrawal and any applicable
withdrawal charge and premium taxes.

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

In general, you must withdraw at least $50 at a time. You also may withdraw a
lesser amount if you are withdrawing your entire interest in a Variable
Sub-Account.

If you request a total withdrawal, we may require you to return your Contract to
us.

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

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

2. An emergency exists as defined by the SEC; or

3. The SEC permits delay for your protection.

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

<PAGE>

SYSTEMATIC WITHDRAWAL PROGRAM
You may choose to receive systematic withdrawal payments on a monthly,
quarterly, semi-annual, or annual basis at any time prior to the Payout Start
Date. The minimum amount of each systematic withdrawal is $50. At our
discretion, systematic withdrawals may not be offered in conjunction with the
Dollar Cost Averaging Program or Automatic Portfolio Rebalancing Program.

Depending on fluctuations in the value of the Variable Sub-Accounts and the
value of the Fixed Account Options, systematic withdrawals may reduce or even
exhaust the Contract Value. Income taxes may apply to systematic withdrawals.
Please consult your tax advisor before taking any withdrawal.

We will make systematic withdrawal payments to you or your designated payee. At
our discretion, we may modify or suspend the Systematic Withdrawal Program and
charge a processing fee for the service. If we modify or suspend the Systematic
Withdrawal Program, existing systematic withdrawal payments will not be
affected.

MINIMUM CONTRACT VALUE
If your request for a partial withdrawal would reduce your Contract Value to
less than $2,000, we may treat it as a request to withdraw your entire Contract
Value. Your Contract will terminate if you withdraw all of your Contract Value.
We will, however, ask you to confirm your withdrawal request before terminating
your Contract. If we terminate your Contract, we will distribute to you its
Contract Value, adjusted by any applicable Market Value Adjustment, less
withdrawal and other charges and applicable taxes.

<PAGE>

INCOME PAYMENTS
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PAYOUT START DATE
You select the Payout Start Date in your application. The Payout Start Date is
the day that we apply your money to an Income Plan. The Payout Start Date must
be:

- at least 30 days after the Issue Date; and

- no later than the day the Annuitant reaches age 90, or the 10th Contract
Anniversary, if later.

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

INCOME PLANS
An Income Plan is a series of scheduled payments to you or someone you
designate. You may choose and change your choice of Income Plan until 30 days
before the Payout Start Date. If you do not select an Income Plan, we will make
income payments in accordance with Income Plan 1 with guaranteed payments for 10
years.

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

- fixed income payments;

- variable income payments; or

- a combination of the two.

The three Income Plans are:

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

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

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

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

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

Generally, you may not make withdrawals after the Payout Start Date. One
exception to this rule applies if you are receiving variable income payments
that do not depend on the life of the Annuitant (such as under Income Plan 3).
In that case you may terminate all or part of the Variable Account portion of
the income payments at any time and receive a lump sum equal to the present
value of the remaining variable payments associated with the amount withdrawn.
The minimum amount you may withdraw under this feature is $1,000. A withdrawal
charge may apply. We deduct applicable premium taxes from the Contract Value at
the Payout Start Date.

We may make other Income Plans available.

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

We will apply your Contract Value, adjusted by any applicable Market Value
Adjustment, less applicable taxes to your Income Plan on the Payout Start Date.
If the amount available to apply under an Income Plan is less than $2,000, or
not enough to provide an initial payment of at least $20, and state law permits,
we may:

- pay you the Contract Value, adjusted by any applicable Market Value
Adjustment and less any applicable taxes, in a lump sum instead of the
periodic payments you have chosen; or

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

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

We cannot predict the total amount of your variable income payments. Your
variable income payments may be more or less than your total purchase payments
because (a) variable income payments vary with the investment results of the
underlying Portfolios; and (b) the Annuitant could live longer or shorter than
we expect based on the tables we use.

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

<PAGE>

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

1. adjusting the portion of the Contract Value in any Fixed Account Option on
the Payout Start Date by any applicable Market Value Adjustment;

2. deducting any applicable premium tax; and

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

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

INCOME BENEFIT RIDER

Qualifications. To qualify for the income benefit payments, you must meet the
following requirements as of the Payout Start Date:

- You must elect a Payout Start Date that is on or after the 10th anniversary
of the Rider Date;

- The Payout Start Date must be prior to the oldest Annuitant's 90th
birthday;

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

- You must elect to receive fixed income payments, which will be calculated
using the guaranteed payout rates listed in your Contract; and

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

- 10 years, if the youngest Annuitant's age is 80 or less on the Payout
Start Date, or

- 5 years, if the youngest Annuitant's age is greater than 80 on the
Payout Start Date.

If, however, you apply the Contract Value and not the Income Benefit to an
Income Plan, then you may select fixed and/or variable income payments under any
Income Plan we offer at that time. If you expect to apply your Contract Value to
variable and/or fixed income payment options, or you expect to apply your
Contract Value to current annuity payment rates then in effect, electing the
Income Benefit Rider may not be appropriate.

The Income Benefit Rider will no longer be in effect and the mortality and
expense charge for the Rider will end upon or the change of the named Annuitant
for reasons other than death.

Income Base

The Income Base is used solely for the purpose of calculating the guaranteed
income benefit under this Rider ("Guaranteed Income Benefit") and does not
provide a Contract Value or guarantee performance of any investment option.

On the date we issue the Rider ("Rider Date"), the Income Base is equal to the
Contract Value. After the Rider Date, the Income Base plus any subsequent
purchase payments and less a withdrawal adjustment (described below) for any
subsequent withdrawals will accumulate daily at a rate equivalent to 5% per year
until the earlier of the Payout Start Date, or the first day of the month after
the oldest Contract owner's (Annuitant if the Contract owner is not a natural
person) 85th birthday.

Withdrawal Adjustment

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

(a) = the withdrawal amount
(b) = the Contract Value immediately prior to the
withdrawal, and
(c) = the most recently calculated Income Base

The Guaranteed Income Benefit amount is determined by applying the Income Base
less any applicable taxes to the guaranteed rates for the Income Plan you elect.
The Income Plan you elect must satisfy the conditions described above.
<PAGE>

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

DEATH BENEFITS
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We will pay a death benefit prior to the Payout Start Date on:

1. the death of any Contract owner or,

2. the death of the Annuitant, if the Contract is owned by a non-natural person.

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

A claim for a distribution on death must include DUE PROOF OF DEATH. We will
accept the following documentation as "Due Proof of Death":

- a certified copy of a death certificate,

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

- any other proof acceptable to us.

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

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

2. the SETTLEMENT VALUE (that is, the amount payable on a full withdrawal of
Contract Value) on the date we determine the value of the death benefit, or in
the case of a Contract continued by a surviving spouse, the sum of all purchase
payments reduced by a withdrawal adjustment, as defined below, or

3. the Contract Value on each DEATH BENEFIT ANNIVERSARY prior to the date we
determine the death benefit, increased by purchase payments made since that
Death Benefit Anniversary and reduced by an adjustment for any partial
withdrawals since that Death Benefit Anniversary. 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 3
Death Benefit Anniversaries.

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

(a) = is the withdrawal amount;
(b) = is the Contract Value immediately
prior to the withdrawal; and
(c) = is the Contract value on the Death
Benefit Anniversary adjusted by any prior purchase payments or
withdrawals made since that Anniversary.

We will determine the value of the death benefit as of the end of the Valuation
Date on which we receive a complete request for payment of the death benefit. If
we receive a request after 3 p.m. Central Time on a Valuation Date, we will
process the request as of the end of the following Valuation Date.

ENHANCED DEATH BENEFIT RIDER
For Contract owners and Annuitants up to and including age 80, the Enhanced
Death Benefit Rider is an optional benefit that you may elect. If the Contract
owner is a living individual, the Enhanced Death Benefit applies only upon the
death of the Contract owner. If the Contract owner is not a living individual,
the Enhanced Death Benefit applies only upon the death of the Annuitant. For
Contracts with the Enhanced Death Benefit Rider, the death benefit will be the
greatest of (1) through (3) above, or (4) the Enhanced Death Benefit. The
Enhanced Death Benefit is equal to the greater of the Enhanced Death Benefit A
or Enhanced Death Benefit B. Enhanced Death Benefit A or B may not be available
in all states.

The Enhanced Death Benefit will never be greater than the maximum death benefit
allowed by any state nonforfeiture laws that govern the Contract. The Enhanced
Death Benefit Rider and the mortality and expense charge for the Rider will
terminate upon the change of Contract owner (or the Annuitant if the Contract is
owned by a non-natural person) for reasons other than death.

ENHANCED DEATH BENEFIT A. On the date we issue the Rider ("Rider Date"),
Enhanced Death Benefit A is equal to the Contract Value on that date. After the
Rider Date, Enhanced Death Benefit A is the greatest of the ANNIVERSARY VALUES
as of the date we determine the death benefit. The "Anniversary Value" is equal
to the Contract Value on a Contract Anniversary, increased by purchase payments
made since that Anniversary and reduced by a withdrawal adjustment, as described
below, for any partial withdrawals since that Anniversary.

We will calculate Anniversary Values for each Contract Anniversary up until the
earlier of:

- the date we determine the death benefit; or

- the first Contract Anniversary following the oldest Contract owner's or, if
the Contract owner is not a natural person, the Annuitant's 80th birthday,
or the first day of the 61st month following the Rider Date, whichever is
later.

After age 80, we will recalculate the Enhanced Death Benefit A only
for purchase payments and withdrawals.

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

(a) = is the withdrawal amount,
(b) = is the Contract Value immediately prior to the withdrawal, and
(c) = the most recently calculated Enhanced Death Benefit A.

ENHANCED DEATH BENEFIT B. The Enhanced Death Benefit B on the Rider Date is
equal to the Contract Value on that date. After the Rider Date, the Enhanced
Death Benefit B, plus any subsequent purchase payments and less a withdrawal
adjustment, as described below, will accumulate daily at a rate equivalent to 5%
per year until the earlier of:

- the date we determine the death benefit; or

- the first day of the month following the oldest Contract owner's or, if the
Contract owner is not a natural person, the Annuitant's 80th birthday, or the
first day of the 61st month following the Rider Date, whichever is later.

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

(a) = the withdrawal amount,
(b) = is the Contract Value immediately prior to the withdrawal, and
(c) = is the most recently calculated Enhanced Death Benefit B.

ENHANCED EARNINGS DEATH BENEFIT RIDER
For Contract owners and Annuitants up to and including age 75, the Enhanced
Earnings Death Benefit Rider is an optional benefit that you may elect.

If the Contract owner is a living individual, the Enhanced Earnings Death
Benefit Rider applies only upon the death of the Contract owner. If the Contract
owner is not a living individual, the Enhanced Earnings Death Benefit Rider
applies only upon the death of the annuitant. The Enhanced Earnings Death
Benefit Rider and the administrative charge for the rider will terminate upon
the change of Contract owner (or the Annuitant if the Contract is owned by a
non-natural person) for reasons other than death.

Under the Enhanced Earnings Death Benefit Rider, if the oldest Contract owner
(or the Annuitant if the Contract owner is a non-natural person) is age 55 or
younger on the date we issue the rider for this option ("Rider Date"), the death
benefit is increased by:

- 40% of the lesser of 200% of the In-Force Premium (excluding purchase
payments made in the 12-month period immediately preceding the date of
death), or the Death Benefit Earnings.

If the oldest Contract owner (or the Annuitant if the Contract owner is a
non-natural person) is between the ages of 56 and 65 on the Rider Date, the
death benefit is increased by:

- 30% of the lesser of 200% of the In-Force Premium (excluding purchase
payments made in the twelve month period immediately preceding the date of
death), or the Death Benefit Earnings.

If the oldest Contract owner (or the Annuitant if the Contract owner is a
non-natural person) is between the ages of 66 and 75 on the Rider Date, the
death benefit is increased by:

- 20% of the lesser of 200% of the In-Force Premium (excluding purchase
payments made in the twelve month period immediately preceding the death of
death), or the Death Benefit Earnings.

For purpose of calculating the Enhanced Earnings Death Benefit, the following
definitions apply:

In-Force Premium equals the Contract Value on the Rider Date plus all purchase
payments made after the Rider Date less the sum of all Excess-of-Earnings
Withdrawals after the Rider Date. If the Rider Date is the same as the Issue
Date, then the Contract Value on the Rider Date is equal to your initial
purchase payment.

Death Benefit Earnings equal the Contract Value minus the In-Force Premium. The
Death Benefit Earnings amount will never be less than zero.

An Excess-of-Earnings Withdrawal is the amount of a withdrawal in excess of the
Death Benefit Earnings in the Contract immediately prior to the withdrawal.

We will calculate the Enhanced Earnings Death Benefit Rider as of the date we
receive Due Proof of Death. We will pay the Enhanced Earnings Death Benefit with
the death benefit as described under "Death Benefit Payments" below.

The value of the Enhanced Earnings Death Benefit largely depends on the amount
of earnings that accumulate under your Contract. If you expect to withdraw the
earnings from your Contract Value, electing the Enhanced Earnings Death Benefit
Rider may not be appropriate. For purposes of calculating the Enhanced Earnings
Death Benefit, earnings are considered to be withdrawn first before purchase
payments. Your financial advisor can help you decide if the Enhanced Earnings
Death Benefit Rider is right for you.

For examples of how the death benefit is calculated under the Enhanced Earnings
Death Benefit Rider, see Appendix B.

DEATH BENEFIT PAYMENTS

If the new Contract owner is a natural person, the new Contract owner may elect
to:

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

2. apply the death benefit to an Income Plan. Payments from the Income Plan must
begin within 1 year of the date of death and must be payable throughout:

o the life of the new Contract owner; or

o for a guaranteed number of payments from 5 to 30 years, but not to exceed
the life expectancy of the (new) Contract owner;

o the life of the new Contract owner with a guaranteed number of payments
from 5 to 30 years, but not to exceed the life expectancy of the new
Contract owner.

Options 1 and 2 above are only available if the new Contract owner elects one of
these options within 180 days of the date of death. Otherwise, the new Contract
owner will receive the Settlement Value. The Settlement Value paid will be the
Settlement Value next computed on or after the requested distribution date for
payment, or on the mandatory distribution date of 5 years after the date of your
death, whichever is earlier. We are currently waiving the 180 day limit, but we
reserve the right to enforce the limitation in the future. In any event, the
entire value of the Contract must be distributed within 5 years after the date
of the death unless an Income Plan is elected or a surviving spouse continues
the Contract in accordance with the provisions described below.

If the new Contract owner is your spouse, then he or she may elect one of the
options listed above or may continue the Contract in the Accumulation Phase as
if the death had not occurred. On the date the Contract is continued, the
Contract Value will equal the amount of the death benefit as determined as of
the Valuation Date on which we received Due Proof of Death (the next Valuation
Date, if we receive Due Proof of Death after 3 p.m. Central Time). The Contract
may only be continued once. If the 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 or Market
Value Adjustment. If you elected the Enhanced Death Benefit Rider and/or the
Enhanced Earnings Death Benefit Rider, on the date the Contract is continued,
the Rider Date for these Riders will be reset to the date the Contract is
continued. For purposes of calculating future death benefits, your spouse's age
on this new Rider Date will be used to determine applicable death benefit
amounts. The percentage used to determine the annual charge for the Enhanced
Earnings Death Benefit will change to reflect the age of the surviving spouse as
of the new Rider Date.

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

DEATH OF ANNUITANT

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

If the Contract owner is a natural person, then the Contract will continue with
a new Annuitant as described on page ___.

If the Contract owner is a non-natural person, the non-natural Contract owner
may elect, within 180 days of the Annuitant's date of death, to receive the
death benefit in a lump sum or may elect to receive the Settlement Value payable
in a lump sum within 5 years of the Annuitant's date of death. If the
non-natural Contract owner does not make one of the above described elections,
the Settlement Value must be withdrawn by the non-natural Contract owner on or
before the mandatory distribution date 5 years after the Annuitant's death.

We are currently waiving the 180 day limit, but we reserve the right to enforce
the limitation in the future.

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MORE INFORMATION
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GLENBROOK
Glenbrook is the issuer of the Contract. Glenbrook is a stock life insurance
company organized under the laws of the State of Arizona in 1998. Previously,
Glenbrook was organized under the laws of the State of Illinois in 1992.
Glenbrook was originally organized under the laws of the State of Indiana in
1965. From 1965 to 1983 Glenbrook was known as "United Standard Life Assurance
Company" and from 1983 to 1992 as "William Penn Life Assurance Company of
America."

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

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

Glenbrook and Allstate Life entered into a reinsurance agreement effective June
5, 1992. Under the reinsurance agreement, Allstate Life reinsures substantially
all of Glenbrook's liabilities under its various insurance contracts. The
reinsurance agreement provides us with financial backing from Allstate Life.
However, it does not create a direct contractual relationship between Allstate
Life and you. In other words, the obligations of Allstate Life under the
reinsurance agreement are to Glenbrook; Glenbrook remains the sole obligor under
the Contract to you.

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

THE VARIABLE ACCOUNT
Glenbrook established the Glenbrook Life Multi-Manager Variable Account on
January 15, 1996. We have registered the Variable Account with the SEC as a unit
investment trust. The SEC does not supervise the management of the Variable
Account or Glenbrook.

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

The Variable Account consists of 42 Variable Sub-Accounts. Each Variable
Sub-Account invests in a corresponding Portfolio. We may add new Variable
Sub-Accounts or eliminate one or more of them, if we believe marketing, tax, or
investment conditions so warrant. We may also add other Variable Sub-Accounts
that may be available under other variable annuity contracts. We do not
guarantee the investment performance of the Variable Account, its Sub-Accounts
or the Portfolios. We may use the Variable Account to fund our other annuity
contracts. We will account separately for each type of annuity contract funded
by the Variable Account.

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

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

As a general rule, before the Payout Start Date, the Contract owner or anyone
with a voting interest is the person entitled to give voting instructions. The
number of shares that a person has a right to instruct will be determined by
dividing the Contract Value allocated to the applicable Variable Sub-Account by
the net asset value per share of the corresponding Portfolio as of the record
date of the meeting. After the Payout Start Date the person receiving income
payments has the voting interest. The payee's number of votes will be determined
by dividing the reserve for such Contract allocated to the applicable Variable
Sub-Account by the net asset value per share of the corresponding Portfolio. The

<PAGE>

votes decrease as income payments are made and as the reserves for the Contract
decrease.

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

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

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

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

THE CONTRACT
DISTRIBUTION. ALFS, Inc. ("ALFS"), located at 3100 Sanders Road, Northbrook, IL
60062-7154, serves as principal underwriter of the Contracts. ALFS is a wholly
owned subsidiary of Allstate Life. ALFS is a registered broker dealer under the
Securities and Exchange Act of 1934, as amended ("EXCHANGE ACT"), and is a
member of the National Association of Securities Dealers, Inc.

We will pay commissions to broker-dealers who sell the contracts. Commissions
paid may vary, but we estimate that the total commissions paid on all Contract
sales will not exceed 8% of all purchase payments. These commissions are
intended to cover distribution expenses. Sometimes, we also pay the
broker-dealer a persistency bonus in addition to the standard commissions. A
persistency bonus is not expected to exceed 1.00%, on an annual basis, of the
Contract Values considered in connection with the bonus. 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 Exchange Act,
pursuant to legal and regulatory exceptions.

Glenbrook does not pay ALFS a commission for distribution of the Contracts. The
underwriting agreement with ALFS provides that we will reimburse ALFS for any
liability to Contract owners arising out of services rendered or Contracts
issued.

ADMINISTRATION. We have primary responsibility for all administration of the
Contracts and the Variable Account. We provide the following administrative
services, among others:

- issuance of the Contracts;

- maintenance of Contract owner records;

- Contract owner services;

- calculation of unit values;

- maintenance of the Variable Account; and

- preparation of Contract owner reports.

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

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

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

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

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

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

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

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

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

1. the Contract owner is a natural person,

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

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

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

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

OWNERSHIP TREATMENT. The IRS has stated that you will be considered the owner of
Variable Account assets if you possess incidents of ownership in those assets,
such as the ability to exercise investment control over the assets. At the time
the diversification regulations were issued, the Treasury Department announced
that the regulations do not provide guidance concerning circumstances in which
investor control of separate account investments may cause an investor to be

treated as the owner of the separate account. The Treasury Department also
stated that future guidance would be issued regarding the extent that owners
could direct sub-account investments without being treated as owners of the
underlying assets of the separate account.

Your rights under the Contract are different than those described by the IRS in
rulings in which it found that contract owners were not owners of separate
account assets. For example, you have the choice to allocate premiums and
Contract Values among more investment alternatives. Also, you may be able to
transfer among investment alternatives more frequently than in such rulings.
These differences could result in you being treated as the owner of the Variable
Account. If this occurs, income and gain from the Variable Account assets would
be includible in your gross income. Glenbrook does not know what standards will
be set forth in any regulations or rulings which the Treasury Department may
issue. It is possible that future standards announced by the Treasury Department
could adversely affect the tax treatment of your Contract. We reserve the right
to modify the Contract as necessary to attempt to prevent you from being
considered the federal tax owner of the assets of the Variable Account. However,
we make no guarantee that such modification to the Contract will be successful.

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

"Nonqualified distributions" from Roth IRAs are treated as made from
contributions first and are included in gross income only to the extent that
distributions exceed contributions. "Qualified distributions" from Roth IRAs are
not included in gross income. "Qualified distributions" are any distributions
made more than 5 taxable years after the taxable year of the first contribution
to any Roth IRA and which are:

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

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

- attributable to the Contract owner being disabled, or

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

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

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

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

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

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

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

1. made on or after the date the Contract owner attains age 59 1/2;

2. made as a result of the Contract owner's death or disability;

<PAGE>

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

4. made under an immediate annuity, or

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

You should consult a competent tax advisor to determine if any other exceptions
to the penalty apply to your situation. Similar exceptions may apply to
distributions from Qualified Contracts.

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

TAX QUALIFIED CONTRACTS
Contracts may be used as investments with certain qualified plans such as:

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

- Roth IRAs under Section 408A of the Code;

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

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

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

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

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

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

In the case of certain qualified plans, the terms of the plans may govern the
right to benefits, regardless of the terms of the Contract.

The Death Benefit and Qualified Contracts. Pursuant to IRS regulations, IRAs may
not invest in life insurance contracts. We do not believe that these regulations
prohibit the Death Benefit, including that provided by the optional Death
Benefit, from being provided under the Contracts when we issue the Contracts as
Traditional IRAs, Roth IRAs or SIMPLE IRAs. However, the law is unclear and it
is possible that the presence of the Death Benefit under a Contract issued as a
Traditional IRA, Roth IRA or SIMPLE IRAs could result in increased taxes to the
owner.

It is also possible that the Death Benefit could be characterized as an
incidental Death Benefit. If the Death Benefit were so characterized, this could
result in currently taxable income to a Contract owner. In addition, there are
limitations on the amount of incidental Death Benefits that may be provided
under qualified plans, such as in connection with a 403(b) plan. Even if the
Death Benefit under the Contract were characterized as an incidental Death
Benefit, it is unlikely to violate those limits unless the Contract owner also
purchases a life insurance contract in connection with such plan.

RESTRICTIONS UNDER SECTION 403(B) PLANS. Section 403(b) of the Tax Code provides
tax-deferred retirement savings plans for employees of certain non-profit and
educational organizations. Under Section 403(b), any Contract used for a 403(b)
plan must provide that distributions attributable to salary reduction
contributions made after December 31, 1998, and all earnings on salary reduction
contributions, may be made only:

1. on or after the date the employee

- attains age 59 1/2,

- separates from service,

- dies,

- becomes disabled, or

2. 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 Glenbrook is directed to
transfer some or all of the Contract Value to another 403(b) plan.

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

1. required minimum distributions, or

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

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

<PAGE>

ANNUAL REPORTS AND OTHER DOCUMENTS
-------------------------------------------------------------------

Glenbrook's annual report on Form 10-K for the year ended December 31, 1999 and
its Form 10-Q reports for the quarters ended March 31, 2000, June 30, 2000, and
September 30, 2000 are incorporated herein by reference, which means that they
are legally a part of this prospectus.

After the date of this prospectus and before we terminate the offering of the
securities under this prospectus, all documents or reports we file with the SEC
under the Exchange Act are also incorporated herein by reference, which means
that they also legally become a part of this prospectus.

Statements in this prospectus, or in documents that we file later with the SEC
and that legally become a part of this prospectus, may change or supersede
statements in other documents that are legally part of this prospectus.
Accordingly, only the statement that is changed or replaced will legally be a
part of this prospectus.

We file our Exchange Act documents and reports, including our annual and
quarterly reports on Form 10-K and Form 10-Q electronically on the SEC's "EDGAR"
system using the identifying number CIK No. 0001007285. The SEC maintains a Web
site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the SEC. The
address of the site is http://www.sec.gov. You also can view these materials at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. For more information on the operations of SEC's Public Reference Room,
call 1-800-SEC-0330.

If you have received a copy of this prospectus, and would like a free copy of
any document incorporated herein by reference (other than exhibits not
specifically incorporated by reference into the text of such documents), please
write or call us at P.O. Box 94042, Palatine, IL 60094 (telephone:
1-800-755-5275).

EXPERTS
-------------------------------------------------------------------
The financial statements of Glenbrook as of December 31, 1999 and 1998 and for
each of the three years in the period ended December 31, 1999 and the related
financial statement schedule that are incorporated herein by reference have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report incorporated herein by reference, and have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.

The financial statements of the Variable Account as of December 31, 1999, and
for each of the periods in the two years then ended that are incorporated herein
by reference have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their report incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.

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

We may advertise the performance of the Variable Sub-Accounts, including yield
and total return information. Total return represents the change, over a
specified period of time, in the value of an investment in a Variable
Sub-Account after reinvesting all income distributions. Yield refers to the
income generated by an investment in a Variable Sub-Account over a specified
period.

All performance advertisements will include, as applicable, standardized yield
and total return figures that reflect the deduction of insurance charges, the
contract maintenance charge, and withdrawal charge. Performance advertisements
also may include total return figures that reflect the deduction of insurance
charges, but not the contract maintenance or withdrawal charges. The deduction
of such charges would reduce the performance shown. In addition, performance
advertisements may include aggregate average, year-by-year, or other types of
total return figures.

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

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

<PAGE>

APPENDIX A
MARKET VALUE ADJUSTMENT
-------------------------------------------------------------------

The Market Value Adjustment is based on the following:

I = the Treasury Rate for a maturity equal to the Guarantee Period for the week
preceding the establishment of the Guarantee Period.

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

J = the Treasury Rate for a maturity equal to the Guarantee Period for the week
preceding the receipt of the withdrawal, transfer, death benefit, or income
payment request. If a Note with a maturity of the original Guarantee Period is
not available, we will use a weighted average.

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 X [I-(J + .0025)] X N

To determine the Market Value Adjustment, we will multiply the Market Value
Adjustment factor by the amount transferred, withdrawn (in excess of the Free
Withdrawal Amount), paid as a death benefit, or applied to an Income Plan from a
Guarantee Period at any time other than during the 30 day period after such
Guarantee Period expires.

B-1

<PAGE>

EXAMPLES OF MARKET VALUE ADJUSTMENT
-------------------------------------------------------------------

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

NOTE: These examples assume that premium taxes are not applicable.

EXAMPLE 1: (ASSUMES DECLINING INTEREST RATES)

Step 1: Calculate Contract Value at End of Contract Year 3:
= $10,000.00 X (1.045) TO THE POWER OF 3 = $11,411.66

Step 2: Calculate the Free Withdrawal Amount:
= .15 X ($10,000.00) = $1,500.00

Step 3: Calculate the Withdrawal Charge:
= .06 X ($10,000 - $1,500) = $510.00

Step 4: Calculate the Market Value Adjustment:

I = 4.50%
J = 4.20%
N = 730 DAYS = 2
--------
365 DAYS

MARKET VALUE ADJUSTMENT FACTOR: .9 X [I - (J + .0025)] X N`
= .9 X [.045 - (.042 + .0025)] X 2 = .0009

MARKET VALUE ADJUSTMENT = MARKET VALUE ADJUSTMENT FACTOR X
AMOUNT SUBJECT TO MARKET VALUE ADJUSTMENT:
= .0009 X ($11,411.66 - $1,500) = $8.92

Step 5: Calculate the amount received by Contract owner as a result
of full withdrawal at the end of Contract Year 3:
= $11,411.66 - $510.00 + $8.92 = $10,910.58

EXAMPLE 2: (ASSUMES RISING INTEREST RATES)

Step 1: Calculate Contract Value at End of Contract Year 3:
= $10,000.00 X (1.045) TO THE POWER OF 3 = $11,411.66

Step 2: Calculate the Free Withdrawal Amount:
= .15 X ($10,000.00) = $1,500.00

Step 3: Calculate the Withdrawal Charge:
= .06 X ($10,000.00 - $1,500.00) = $510.00

Step 4: Calculate the Market Value Adjustment:

I = 4.50%
J = 4.80%
N = 730 DAYS = 2
--------
365 DAYS

MARKET VALUE ADJUSTMENT FACTOR: .9 X [I - (J + .0025)] X N
= .9 X [(.045 - (.048 + .0025)] X (2) = -.0099

MARKET VALUE ADJUSTMENT = MARKET VALUE ADJUSTMENT FACTOR X
AMOUNT SUBJECT TO MARKET VALUE ADJUSTMENT:
= -.0099 X ($11,411.66 - $1,500) = -($98.13)

Step 5: Calculate the amount received by Contract owner as a result
of full withdrawal at the end of Contract Year 3:
= $11,411.66 - $510.00 - $98.13 = $10,803.53

B-2

<PAGE>

APPENDIX B
CALCULATION OF ENHANCED EARNINGS DEATH BENEFIT AMOUNT

EXAMPLE 1. In this example, assume that the oldest Owner is age 55 at the time
the Contract is issued and elects the Enhanced Earnings Death Benefit Rider when
the Contract is issued. The Owner makes an initial purchase payment of $100,000.
After four years, the Owner dies. On the date Glenbrook receives Due Proof of
Death, the Contract Value is $125,000. Prior to his death, the Owner did not
make any additional purchase payments or take any withdrawals.

Excess-of-Earnings Withdrawals = $0
Purchase payments in the 12 months prior to Death = $0
In-Force Premium = $100,000 ($100,000 + $0 - $0)
Death Benefit Earnings = $25,000 ($125,000 - $100,000)
Enhanced Earnings Death Benefit = 40% x $25,000 = $10,000.

Since Death Benefit Earnings are less than 200% of the In-Force Premium
(excluding purchase payments in the 12 months prior to death), the Death Benefit
Earnings are used to compute the Enhanced Earnings Death Benefit amount.

EXAMPLE 2. In the second example, assume the same facts as above, except that
the Owner has taken a withdrawal of $10,000 during the second year of the
Contract. At the time the withdrawal is taken, the Contract Value is $105,000.
Here, $5,000 of the withdrawal is in excess of the Death Benefit Earnings at the
time of the withdrawal. The Contract Value on the date Glenbrook receives due
proof of death will be assumed to be $114,000.

Excess of Earnings Withdrawals = $5,000 ($10,000 - $5,000)
Purchase payments in the 12 months prior to Death = $0
In-Force Premium = $95,000 ($100,000 + $0 - $5,000)
Death Benefit Earnings = $19,000 ($114,000 - $95,000)
Enhanced Earnings Death Benefit = 40% x $19,000 = $7,600.

EXAMPLE 3. This third example is intended to illustrate the effect of adding the
Enhanced Earnings Death Benefit Rider after the Contract has been issued and the
effect of later purchase payments. In this example, assume that the oldest Owner
is age 65 at the time the Enhanced Earnings Death Benefit is elected. At the
time the Contract is issued, the Owner makes a purchase payment of $100,000.
After two years pass, the Owner elects to add the Enhanced Earnings Death
Benefit Rider. On the date this Rider is added, the Contract Value is
$110,000. Two years later, the Owner withdraws $50,000. Immediately prior to the
withdrawal, the Contract Value is $130,000. Another two years later, the Owner
makes an additional purchase payment of $40,000. Immediately after the
additional purchase payment, the Contract Value is $130,000. Two years later,
the owner dies with a Contract Value of $140,000 on the date Glenbrook receives
Due Proof of Death.

Excess of Earnings Withdrawals = $30,000 ($50,000 - $20,000)
Purchase payments in the 12 months prior to Death = $0
In-Force Premium = $120,000 ($110,000 + $40,000 - $30,000)
Death Benefit Earnings = $20,000 ($140,000 - $120,000)
Enhanced Earnings Death Benefit = 30% of $20,000 = $6,000.

In this example, In-Force Premium is equal to the Contract Value on the date the
Rider was issued plus the additional purchase payment and minus the
Excess-of-Earnings Withdrawal.

B-1

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
-------------------------------------------------------------------

Description

----------------------------------------------------------------------------
Additions, Deletions or Substitutions of Investments
----------------------------------------------------------------------------
The Contract
----------------------------------------------------------------------------
Purchases of Contracts
----------------------------------------------------------------------------
Tax-free Exchanges (1035 Exchanges, Rollovers and Transfers)
----------------------------------------------------------------------------
Performance Information
----------------------------------------------------------------------------
Standardized Total Returns
----------------------------------------------------------------------------
Non-standardized Total Returns
----------------------------------------------------------------------------
Adjusted Historical Total Returns
----------------------------------------------------------------------------
Calculation of Accumulation Unit Values
----------------------------------------------------------------------------
Calculation of Variable Income Payments
----------------------------------------------------------------------------
Calculation of Annuity Unit Values
----------------------------------------------------------------------------
General Matters
----------------------------------------------------------------------------
Incontestability
----------------------------------------------------------------------------

Description

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

Settlements
----------------------------------------------------------------------------
Safekeeping of the Variable Account's Assets
----------------------------------------------------------------------------
Premium Taxes
----------------------------------------------------------------------------
Tax Reserves
----------------------------------------------------------------------------
Federal Tax Matters
----------------------------------------------------------------------------
Qualified Plans
----------------------------------------------------------------------------
Experts
----------------------------------------------------------------------------
Financial Statements
----------------------------------------------------------------------------

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

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

C-1

<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The By-laws of Glenbrook Life and Annuity Company ("Registrant") provide
that Registrant will indemnify its officers and directors for certain damages
and expenses that may 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 16. EXHIBITS.

Exhibit No. Description

(1) Form of Underwriting Agreement (Incorporated herein by reference to
Pre-Effective Amendment No. 2 to the Form N-4 Registration Statement of the
Glenbrook Life Multi-Manager Variable Account of Glenbrook Life and Annuity
Company (File No. 333-00999) dated August 23, 1996)

(2) None

(4)(a) Form of Contract, Endorsements and Application for the Glenbrook
_____________ Contract (Incorporated herein by reference to the Post-Effective
Amendment No. 13 to the Form N-4 Registration Statement of the Glenbrook Life
Multi-Manager Valuable Account of Glenbrook Life and Annuity Company (File No.
333-00999) dated December 15, 2000)

(5)(a) Opinion of General Counsel re: Legality

(8) None

(11) None

(12) None

(15) None

(23)(a) Independent Auditors' Consent

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

(24) Powers of Attorney for Thomas J. Wilson, II, Michael J. Velotta, Kevin R.
Slawin, Margaret G. Dyer, Marla G. Friedman, John C. Lounds, J. Kevin McCarthy,
Casey J. Sylla, Samuel H. Pilch and Steven C. Verney (Incorporated herein by
reference to Registrant's Registration Statement (File No.333-41236) dated July
12, 2000)

(25) None

(26) None

(27) Not applicable.

(99) Form of Resolution of Board of Directors (Incorporated herein by reference
to Post-Effective Amendment No. 1 to Registrant's Registration Statement
(File No. 033-92842) dated April 9, 1996)

*To be filed in pre-effective amendment.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to the 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; and

(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;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference 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;

(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 may be permitted to directors, officers and controlling persons of the
registrant, Glenbrook Life and Annuity Company, pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of 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
Securities Act and will be governed by the final adjudication of such issue.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Registrant certifies
that it has reasonable grounds to believe that it will meet all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the Township of Northfield, State of Illinois on the 27th day of
December, 2000.

GLENBROOK LIFE AND ANNUITY COMPANY
(REGISTRANT)

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

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
and on the 27th day of December, 2000.

*/THOMAS J. WILSON, II President, Chief Operating Officer
Thomas J. Wilson, II and Director, (Principal Executive Officer)

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

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

*/MARGARET G. DYER Director
Margaret G. Dyer

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

*/JOHN C. LOUNDS Director
John C. Lounds

*/STEVEN C. VERNEY Director
Steven C. Verney

*/J. KEVIN MCCARTHY Director
J. Kevin McCarthy

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

*/SAMUEL H. PILCH Controller
Samuel H. Pilch (Principal Accounting Officer)

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

<PAGE>

EXHIBIT LIST

The following exhibits are filed herewith:

Exhibit No. Description

(5)(a) Opinion and Consent of General Counsel re: Legality
(23)(a) Independent Auditors' Consent