GLENBROOK LIFE & ANNUITY CO SEPARATE ACCOUNT A, N-4, 2000-04-07

GLENBROOK LIFE & ANNUITY CO SEPARATE ACCOUNT A
N-4, 2000-04-07

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As filed with the Securities and Exchange Commission on April 7, 2000.
File No. 333-________
811-07351
- ------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [x]
Post Effective Amendment No. [ ]
Pre Effective Amendment No. [ ]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x]
Amendment No. 12

(Check appropriate box or boxes)

GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A
(Exact Name of Registrant)

GLENBROOK LIFE AND ANNUITY COMPANY
(Name of Depositor)

ALLSTATE LIFE INSURANCE COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
847-402-2400
(Address and Telephone number of Depositor's Principal Offices)

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 of all communications to:

Richard T. Choi, Esquire Anthony Poole, Esquire
Freedman, Levy, Kroll & Simonds Glenbrook Life and Annuity Company
1050 Connecticut Avenue, N.W. 3100 Sanders Road, Suite J5B
Suite 825 Northbrook, IL 60062
Washington, D.C. 20036-5366

Date of proposed public offering: As soon as practicable after the effective
date of the Registration Statement.

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

Title of Securities Being Registered: Units of interest in the Glenbrook Life
and Annuity Company Separate Account A.

<PAGE>

AIM LIFETIME PLUS(SM) ENHANCED CHOICE(SM) VARIABLE ANNUITY

Glenbrook Life and Annuity Company Prospectus dated _____________
Post Office Box 94039
Palatine, IL 60094-4039
Telephone Number: 1-800-776-6978

Glenbrook Life and Annuity Company ("Glenbrook") is offering the AIM Lifetime
Plus Enhanced Choice(SM) Variable Annuity, an individual and group 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 19 investment alternatives ("investment
alternatives"). The investment alternatives include 2 fixed account options
("Fixed Account Options") and 17 variable sub-accounts ("Variable Sub-Accounts")
of the Glenbrook Life and Annuity Company Separate Account A ("Variable
Account"). Each Variable Sub-Account invests exclusively in shares of one of the
following funds ("Funds") of AIM Variable Insurance Funds.
<TABLE>
<CAPTION>
<S> <C>
AIM V.I. Aggressive Growth Fund AIM V.I. Government Securities Fund
AIM V.I. Balanced Fund AIM V.I. Growth Fund
AIM V.I. Blue Chip Fund AIM V.I. Growth and Income Fund
AIM V.I. Capital Appreciation Fund AIM V.I. High Yield Fund
AIM V.I. Capital Development Fund AIM V.I. International Equity Fund
AIM V.I. Dent Demographics Fund AIM V.I. Money Market Fund
AIM V.I. Diversified Income Fund AIM V.I. Telecommunications and Technology Fund*
AIM V.I. Global Growth and Income Fund AIM V.I. Value Fund
AIM V.I. Global Utilities Fund
</TABLE>

*Effective January 3, 2000, the Portfolio changed its name from AIM V.I.
Telecommunications Fund to AIM V.I. Telecommunications and Technology Fund to
reflect changes in its investment policies. We have made a corresponding change
in the name of the Variable Sub-Account that invests in that Portfolio.

Each time you make a purchase payment, we will add to your Contract value
("Contract Value") a credit enhancement ("Credit Enhancement"). There are two
Credit Enhancement options available under the Contract. Under Credit
Enhancement option 1, we will add to your Contract Value a Credit Enhancement
equal to 4% of your purchase payments ("Credit Enhancement Option 1"). Under
Credit Enhancement option 2, we will add to your Contract Value a Credit
Enhancement equal to 2% of your purchase payments ("Credit Enhancement Option
2"). In addition, under Credit Enhancement Option 2, on every 5th Contract
anniversary ("Contract Anniversary") during the Accumulation Phase, we will add
to your Contract Value a Credit Enhancement equal to 2% of your Contract Value
as of such Contract Anniversary. Over time, the amount of the Credit Enhancement
may be more than offset by the fees associated with the Credit Enhancement.

We ("Glenbrook") have filed a Statement of Additional Information, dated __,
2000, 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 ____ 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.

IMPORTANT NOTICES

The Securities and Exchange Commission has not approved or disapproved the
securities described in this prospectus, nor has it passed on the accuracy or
the adequacy of this prospectus. Anyone who tells you otherwise is committing a
federal crime.

The Contracts may be distributed through broker-dealers that have relationships
with banks or other 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>
<CAPTION>
<S> <C>
TABLE OF CONTENTS

Page

Important Terms.......................................................
Overview The Contract At A Glance..............................................
How the Contract Works................................................
Expense Table.........................................................
Financial Information.................................................

The Contract..........................................................
Purchases.............................................................
Contract Value........................................................
Contract Features Investment Alternatives...............................................

The Variable Sub-Accounts..................................
The Fixed Account Options..................................
Transfers..................................................

Expenses..............................................................
Access To Your Money..................................................
Income Payments.......................................................
Death Benefits........................................................

More Information:
Glenbrook..................................................
The Variable Account.......................................
The Funds..................................................
Other Information The Contract...............................................
Qualified Plans............................................
Legal Matters..............................................
Year 2000..................................................
Taxes.................................................................
Annual Reports and Other Documents....................................
Performance Information...............................................
Experts...............................................................
Statement of Additional Information Table of Contents.................
Appendix A............................................................A-1

</TABLE>

<PAGE>

IMPORTANT TERMS

This prospectus uses a number of important terms that you may not be familiar
with. The index below identifies the page that describes each term. The first
use of each term in this prospectus appears in highlights.
<TABLE>
<CAPTION>
<S> <C>

Page

Accumulation Phase.............................................................
Accumulation Unit..............................................................
Accumulation Unit Value........................................................
Annuitant......................................................................
Automatic Additions Program....................................................
Automatic Fund Rebalancing Program.............................................
Beneficiary....................................................................
Cancellation Period............................................................
*Contract......................................................................
Contract Anniversary...........................................................
Contract Owner ("You").........................................................
Contract Value.................................................................
Contract Year..................................................................
Credit Enhancement.............................................................
Death Benefit Anniversary......................................................
Dollar Cost Averaging Program..................................................
Due Proof of Death.............................................................
Enhanced Death Benefit Rider...................................................
Fixed Account Options..........................................................
Free Withdrawal Amount.........................................................
Funds..........................................................................
Glenbrook ("We")...............................................................
Guarantee Period...............................................................
Income Plan....................................................................
Investment Alternatives........................................................
Issue Date.....................................................................
Market Value Adjustment........................................................
Payout Phase...................................................................
Payout Start Date..............................................................
Qualified Contract.............................................................
Right to Cancel................................................................
SEC............................................................................
Settlement Value...............................................................
Systematic Withdrawal Program..................................................
Treasury Rate..................................................................
Valuation Date.................................................................
Variable Account...............................................................
Variable Sub-Account...........................................................
</TABLE>

* 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. In
certain states, the Contract is available only as a group Contract.

<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 $10,000. You
can add to your Contract as often and as much as you like,
but each payment must be at least $500 ($100 for automatic
purchase payments to the variable investment options). You
must maintain a minimum account size of $1,000.

Each time you make a purchase payment, if you choose Credit
Enhancement Option 1, we will add to your Contract Value
("Contract Value") a Credit Enhancement equal to 4% of such
purchase payment (2% if you choose Credit Enhancement Option
2).

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 state law permits, to
reflect the investment experience of any amounts allocated
to the Variable Account. If you exercise your Right to
Cancel the Contract, the amount we refund to you will not
include any Credit Enhancement. See "Right to Cancel" for
details.

Expenses You will bear the following expenses:

o Total Variable Account annual fees equal to 1.50% of
average daily net assets (1.70% if you select the
Enhanced Death Benefit Rider)

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

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

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

o State premium tax (if your state imposes one)

In addition, each Fund pays expenses that you will bear
indirectly if you invest in a Variable Sub-Account.

Investment
Alternatives The Contract offers 19 investment alternatives including:

o 2 Fixed Account Options (which credit interest at rates
we guarantee)

o 17 Variable Sub-Accounts investing in Funds offering
professional money management by A I M Advisors, Inc.

To find out current rates being paid on the Fixed Account
Options, or to find out how the Variable Sub-Accounts have
performed, please call us at 1-800-776-6978.

<PAGE>

Special Services For your convenience, we offer these special
services:

o Automatic Fund Rebalancing Program
o Automatic Additions Program
o Dollar Cost Averaging Program
o Systematic Withdrawal Program

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

o life income with guaranteed payments
o a joint and survivor life income with guaranteed payments
o guaranteed payments for a specified period (5 to 30 years)

Death Benefits If you die before the Payout Start Date, we will pay the
death benefit described in the Contract. We also offer an
Enhanced Death Benefit Rider.

Transfers Before the Payout Start Date, you may transfer your Contract
value ("Contract Value") among the investment alternatives,
with certain restrictions. No minimum applies to the amount
you transfer.

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.

Withdrawals You may withdraw some or all of your Contract Value at any
time prior to the date income payments begin In general, you
must withdraw at least $50 at a time. A 10% federal tax
penalty may apply if you withdraw before you are 59 1/2 years
old. A withdrawal charge and 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 19 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 the 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 Funds.

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 Funds. The amount of money you accumulate under
your Contract during the Accumulation Phase and apply to an Income Plan will
determine the amount of your income payments during the Payout Phase.

The timeline below illustrates how you might use your Contract.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Issue Payout Start
Date Accumulation Phase Date Payout Phase
- ------------------------------------------------------------------------------------------------
| | | ?
You save for retirement >

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

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

Please call us at 1-800-776-6978 if you have any question about how the Contract
works.
</TABLE>

<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 imposed by the state where you reside. For more information about
Variable Account expenses, see "Expenses" below. For more information about Fund
expenses, please refer to the accompanying fund prospectus.

CONTRACT OWNER TRANSACTION EXPENSES

Withdrawal Charge (as a percentage of purchase payments)*

Number of Complete Years Since We Received the Purchase
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Payment Being Withdrawn: 0 1 2 3 4 5 6 7 8

Applicable Charge: 8% 8% 7% 7% 6% 5% 4% 3% 0%

Annual Contract Maintenance Charge............................................... $35.00**
Transfer Fee..................................................................... $10.00***

* Each Contract Year, you may withdraw up to 15% of the Contract Value as of
the beginning of the Contract Year (15% of the initial purchase payment
during the first Contract Year) without incurring a withdrawal charge or
Market Value Adjustment. See "Free Withdrawal Amount" for details.

** 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 fund 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)

Mortality and Expense Risk Charge.........................................................1.40%*
Administrative Expense Charge.............................................................0.10%
Total Variable Account Annual Expenses.....................1.50%

</TABLE>
* If you select the Enhanced Death Benefit Rider, the mortality and expense risk
charge will be equal to 1.60% of your Contract's average daily net assets in the
Variable Account.

<PAGE>

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

Management Total Annual
Fund Fees Other Expenses Fund Expenses

AIM V.I. Aggressive Growth Fund (2)
AIM V.I. Balanced Fund (2)
AIM V.I. Blue Chip Fund)
AIM V.I. Capital Appreciation Fund
AIM V.I. Capital Development Fund (2)
AIM V.I. Dent Demographics Fund
AIM V.I. Diversified Income Fund
AIM V.I. Global Growth and Income Fund
AIM V.I. Global Utilities Fund
AIM V.I. Government Securities Fund
AIM V.I. Growth Fund
AIM V.I. Growth and Income Fund
AIM V.I. High Yield Fund (2)
AIM V.I. International Equity Fund
AIM V.I. Money Market Fund
AIM V.I. Telecommunications and Technology Fund
AIM V.I. Value Fund
</TABLE>

(1) Figures shown in the table are for the year ended December 31, 1999, except
for the AIM V.I. Blue Chip, Dent Demographics, Global Growth and Income, and
Telecommunications and Technology Funds which commenced operations on December
30, 1999, December 30, 1999, October 15, 1999 and October 15, 1999 respectively.
For these Funds, the management fee, other expenses and total annual fund
operating expenses are based on estimates for the Funds' current fiscal year.

(2) Absent voluntary reductions and reimbursements for certain Funds,
management fees, other expenses, and total annual fund expenses expressed
as a percentage of average net assets of the Funds would have been as
follows:

AIM V.I. Aggressive Growth Fund
AIM V.I. Balanced Fund
AIM V.I. Capital Development Fund
AIM V.I. High Yield Fund

EXAMPLE 1

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

o invested $1,000 in a Variable Sub-Account,
o earned a 5% annual return on your investment, and
o 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.

The example does not include any taxes or tax penalties you may be required to
pay if you surrender your Contract.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

AIM V.I. Aggressive Growth
AIM V.I. Balanced
AIM V.I. Blue Chip
AIM V.I. Capital Appreciation
AIM V.I. Capital Development
AIM V.I. Dent Demographics
AIM V.I. Diversified Income
AIM V.I. Global Growth and Income
AIM V.I. Global Utilities
AIM V.I. Government Securities
AIM V.I. Growth
AIM V.I. Growth and Income
AIM V.I. High Yield
AIM V.I. International Equity
AIM V.I. Money Market
AIM V.I. Telecommunications and Technology
AIM V.I. Value

</TABLE>

<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 at least 120 months
if under an Income Plan for a specified period), at the end of each period.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

Please remember that you are looking at examples and not a representation of
past or future expenses. Your actual expenses may be lower or greater than those
shown above. Similarly, your rate of return may be lower or greater than 5%,
which is not guaranteed. The above examples assume the election of the Enhanced
Death Benefit Rider with a mortality and expense risk charge of 1.60% If that
option were not elected, the example 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 $
50,000.

<PAGE>

FINANCIAL INFORMATION

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

There are no Accumulation Unit Values to report because the Contracts were first
offered as of the date of this prospectus.

The financial statements of the Variable Account and Glenbrook appear in the
Statement of Additional Information.

<PAGE>

THE CONTRACT

CONTRACT OWNER

The AIM Lifetime Plus Enhanced Choice 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):

o the investment alternatives during the Accumulation and Payout Phases,

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

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

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

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

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

o 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. The maximum age of either owner, or annuitant if the owner is a
non-natural person, cannot exceed age 80 at the time the contract is purchased.

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 with a qualified plan. See
"Qualified Plans" on page __.

ANNUITANT

The Annuitant is the individual whose age determines the latest Payout Start
Date and whose life determines the amount and duration of income payments (other
than under Income Plans with guaranteed payments for a specified period). You
initially designate an Annuitant in your application. If the Contract owner is a
natural person, you may change the Annuitant prior to the Payout Start Date.
Prior to the Payout Start Date, you may designate a joint Annuitant, who is a
second person on whose life income payments depend under an Income Plan. In our
discretion, we may permit you to designate a joint Annuitant prior to the Payout
Start Date.

If the Annuitant dies prior to the Payout Start Date, the new Annuitant will be:

o the youngest Contract owner if living, otherwise
o the youngest Beneficiary.

BENEFICIARY

The Beneficiary is the person who may elect to receive the death benefit or
become the new Contract owner if the sole surviving Contract owner dies before
the Payout Start Date. If the sole surviving Contract owner dies after the
Payout Start Date, the Beneficiary will receive any guaranteed income payments
scheduled to continue.

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

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

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

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

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.

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 due. We will not be bound by any assignment
until the assignor signs it and files it with us. We are not responsible for the
validity of any assignment. Federal law prohibits or restricts the assignment of
benefits under many types of retirement plans and the terms of such plans may
themselves contain restrictions on assignments. An assignment may also result in
taxes or tax penalties. You should consult with an attorney before trying to
assign your Contract.

<PAGE>

PURCHASES

MINIMUM PURCHASE PAYMENTS

Your initial purchase payment must be at least $10,000. All subsequent purchase
payments must be $500 or more. You may make purchase payments at any time prior
to the Payout Start Date. We may limit the amount of each purchase payment that
we will accept to a minimum of $500 and a maximum of $1,000,000. . We also
reserve the right to reject any application.

AUTOMATIC ADDITIONS PROGRAM

You may make subsequent purchase payments of $100 or more per month by
automatically transferring money from your bank account. Please consult with
your sales representative for detailed information.

ALLOCATION OF PURCHASE PAYMENTS

At the time you apply for a Contract, you must decide how to allocate your
purchase 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 reserve the right to limit the
availability of the investment alternatives.

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 headquarters. 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
headquarters.

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

CREDIT ENHANCEMENT

There are two Credit Enhancement options available under the Contract. You
select one of these options in your application.

If you select Credit Enhancement Option 1, each time you make a purchase
payment, we will add to your Contract Value a Credit Enhancement equal to 4% of
the purchase payment.

If you select Credit Enhancement Option 2, we will apply credits to your
Contract Value as follows:

o Each time you make a purchase payment, we will add to your Contract Value
a Credit Enhancement equal to 2% of the purchase payment; and

o On every 5th Contract Anniversary during the Accumulation Phase, we will
add to your Contract Value a Credit Enhancement equal to 2% of your
Contract Value as of such Contract Anniversary.

We will allocate any Credit Enhancements to the investment alternatives
according to the allocation instructions you have on file with us at the time we
receive your purchase payment. We will allocate each Credit Enhancement among
the investment alternatives in the same proportions as the corresponding
purchase payment (except that any portion of the Credit Enhancement
corresponding to the value in any Fixed Account Option will instead be allocated
to the Money Market Variable Sub-account. Thereafter you may instruct us to
allocate these funds to any investment alternative you choose. We do not
consider Credit Enhancements to be investments in the Contract for income tax
purposes.

We use a portion of the withdrawal charge and mortality and expense risk charge
to help recover the cost of providing the Credit Enhancement under the Contract.
See "Expenses." Under certain circumstances (such as a period of poor market
performance) the cost associated with the Credit Enhancement may exceed the sum
of the Credit Enhancement and any related earnings. You should consider this
possibility before purchasing the Contract.

<PAGE>

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 such
longer period that your state may require. You may return it by delivering it or
mailing it to us. If you exercise this "Right to Cancel," the Contract
terminates and we will pay you the full amount of your purchase payments
allocated to the Fixed Account. We also will return your purchase payments
allocated to the Variable Account adjusted, to the extent 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.

We are applying for regulatory relief to enable us to recover the amount of any
Credit Enhancement applied to Contracts that are cancelled during the
Cancellation Period. Until we receive such relief, we will return, upon
cancellation, the amount you would have received had there been no Credit
Enhancement. That mens that except in states where we are required by law to
return the amount of your purchase payments, the amount we return will reflect
any investment gain or loss associated with your Variable Account purchase
payments, will include any charges deducted that reduced contract value prior to
cancellation, and will reflect any investment gain on the Credit Enhancement but
will not include any investment loss associated with the Credit Enhancement.
After we receive the requested regulatory relief, the amount we return to you
upon exercise of this Right to Cancel will not include any Credit Enhancement or
the amount of charges deducted prior to cancellation but will reflect, except in
states where we are required to return the amount of your purchase payments, any
investment gain or loss associated with your Variable Account purchase payments
and with the Credit Enhancement.

CONTRACT VALUE

On the Issue Date, the Contract Value is equal to the initial purchase payment
plus the Credit Enhancement. Thereafter, your Contract Value at any time during
the Accumulation Phase is equal to the sum of the value of your Accumulation
Units in the Variable Sub-Accounts you have selected, plus the value of your
interest in the Fixed Account Options.

ACCUMULATION UNITS

To determine the number of Accumulation Units of each Variable Sub-Account to
allocate to your Contract, we divide (i) the amount of the purchase payment or
transfer you have allocated to a Variable Sub-Account by (ii) the Accumulation
Unit Value of that Variable Sub-Account next computed after we receive your
payment or transfer. For example, if we receive a $10,000 purchase payment
allocated to a Variable Sub-Account when the Accumulation Unit Value for the
Sub-Account is $10, we would credit 1,000 Accumulation Units of that Variable
Sub-Account to your Contract. If you select Credit Enhancement Option 1, we also
would credit an additional 40 Accumulation Units of that Variable Sub-Account to
your Contract to reflect the 4% Credit Enhancement on your purchase payment (20
additional Units under Option 2, and additional Units every 5th Contract
Anniversary if applicable). See "Credit Enhancement." 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:

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

o the deduction of amounts reflecting the mortality and expense risk charge,
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, and transfer fees
(currently waived) separately for each Contract. They do not affect the
Accumulation Unit Value. Instead, we obtain payment of those charges and fees by
redeeming Accumulation Units. For details on how we compute Accumulation Unit
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 described on
pages _____ below.

You should refer to the prospectus for the Funds that accompanies this
prospectus for a description of how the assets of each Fund are valued, since
that determination directly bears on the Accumulation Unit Value of the
corresponding Variable Sub-Account and, therefore, your Contract Value.

<PAGE>

INVESTMENT ALTERNATIVES: The Variable Sub-Accounts

You may allocate your purchase payments to up to 17 Variable Sub-Accounts. Each
Variable Sub-Account invests in the shares of a corresponding Fund. Each Fund
has its own investment objective(s) and policies. We briefly describe the Funds
below.

For more complete information about each Fund, including expenses and risks
associated with the Fund, please refer to the accompanying prospectus for the
Fund. You should carefully review the Fund prospectus before allocating amounts
to the Variable Sub-Accounts. A I M Advisors, Inc. serves as the investment
advisor to each Fund.

<TABLE>
<CAPTION>
<S> <C>
Fund: Each Fund seeks:*

AIM V.I. Aggressive Growth Fund** Long-term growth of capital

AIM V.I. Balanced Fund As high a total return as possible, consistent with preservation of capital

AIM V.I. Blue Chip Fund Long-term growth of capital with a secondary objective current income.

AIM V.I. Capital Appreciation Fund Growth of capital

AIM V.I. Capital Development Fund Long-term growth of capital

AIM V.I. Dent Demographics Fund Long-term growth of capital

AIM V.I. Diversified Income Fund High level of current income

AIM V.I. Global Growth and Income Fund Long-term growth of capital together with current income.

AIM V.I. Global Utilities Fund High level of current income and a secondary objective of growth of capital

AIM V.I. Government Securities Fund High level of current income consistent with 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. High Yield Fund High level of current income

AIM V.I. International Equity Fund Long-term growth of capital

AIM V.I. Money Market Fund As high a level of current income as is consistent with the preservation
of capital and liquidity

AIM V.I. Telecommunications and Technology Fund Long-term growth of capital

AIM V.I. Value Fund Long-term growth of capital

</TABLE>

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

**Due to the sometime limited availability of common stocks of small-cap
companies that meet the investment criteria for AIM V.I. Aggressive Growth Fund,
the Fund may periodically suspend or limit the offering of its shares. The Fund
may be closed to new participants when Fund assets reach $200 million. If the
Fund is closed, Contract owners maintaining an allocation of Contract Value in
that Fund will nevertheless be permitted to allocate additional purchase
payments to the Fund.

Amounts you allocate to Variable Sub-Accounts may grow in value, decline in
value, or grow less than you expect, depending on the investment performance of
the Funds in which those Variable Sub-Accounts invest. You bear the investment
risk that the Funds might not meet their investment objectives. Shares of the
Funds are not deposits, or obligations of, or guaranteed or endorsed by any bank
and are not insured by the Federal Deposit Insurance Corporation, the Federal
Reserve Board or any other agency.

<PAGE>

INVESTMENT ALTERNATIVES: The Fixed Account Options

You may allocate all or a portion of your purchase payments to the Fixed
Account. You may choose from among 2 Fixed Account Options including a dollar
cost averaging option and the option to invest in one or more Guarantee Periods.
The Fixed Account Options may not be available in all states. Please consult
with your sales 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 OPTION

You may establish a Dollar Cost Averaging Program, as described on page ____, by
allocating purchase payments to the Fixed Account for 9 months ("9 Month Dollar
Cost Averaging Option"). Your purchase payments and related Credit Enhancement
will earn interest at the current rates in effect for this Option at the time of
allocation. Rates may differ from those available for the Guarantee Periods
described below.

You must transfer all of your money out of the 9 Month Dollar Cost Averaging
Option to other investment alternatives in equal monthly installments beginning
within 30 days of allocation. At the end of the 9 month period, we will transfer
any remaining amounts in the 9 Month Dollar Cost Averaging Account to the other
investment alternatives you designated. Transfers out of the 9 Month Dollar Cost
Averaging Option do not count towards the 12 transfers you can make without
paying a transfer fee.

You may not transfer funds from other investment alternatives to the 9 Month
Dollar Cost Averaging Option.

The 9 Month Dollar Cost Averaging Option may not be available in your state.

GUARANTEE PERIODS

Each purchase payment and related Credit Enhancement 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 a Guarantee Period for each purchase 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.

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 may declare different interest rates for
Guarantee Periods of the same length that begin at different times. We will not
change the interest rate that we credit to a particular allocation until the end
of the relevant Guarantee Period.

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 sales representative or our Customer Support
Unit at 1-800-776-6978. The interest rate will never be less than the minimum
guaranteed rate stated in the Contract.

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

Purchase Payment plus Credit Enhancement..........$10,000
Guarantee Period..................................5 years
Annual Interest Rate............................... 4.50%
<PAGE>

END OF CONTRACT YEAR
<S> <C> <C> <C> <C> <C>
YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
------ ------ ------ ------ ------

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)
</TABLE>

This example assumes no withdrawals during the entire 5 year Guarantee Period.
If you were to make a partial 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 but will never be
less than the guaranteed minimum rate stated in the Contract.

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 expired Guarantee Period. The new
Guarantee Period will begin on the day the previous Guarantee Period ends.
The new interest rate will be our then 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
withholding (if applicable). The amount withdrawn will be deemed to have
been withdrawn on the day the previous Guarantee Period ends. 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 in excess of the Free Withdrawal
Amount, and transfers from a Guarantee Period, other than those taken during the
30 day period after a 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 this option to an
Income Plan (unless paid or applied during the 30-day period after such
Guarantee Period expires). We will not apply a Market Value Adjustment to a
withdrawal you make:

o within the Free Withdrawal Amount as described on page__,

o to satisfy IRS minimum distribution rules for the Contract,

o as part of the Dollar Cost Averaging Program, or

o when exercising the confinement, unemployment or terminal illness waivers.

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 it is
removed 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 of your
Contract Value to an amount that is less than the purchase payment plus interest
at the minimum guaranteed interest rate under the Contract.

Generally, if the original Treasury Rate at the time you allocate money to a
Guarantee Period is higher than the applicable current Treasury Rate, 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 we established the Guarantee Period is lower than the applicable
current Treasury Rate, 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.

<PAGE>

INVESTMENT ALTERNATIVES: Transfers

TRANSFERS DURING THE ACCUMULATION PHASE

During the Accumulation Phase, you may transfer Contract Value among the
investment alternatives. Transfers are not permitted into the 9 Month Dollar
Cost Averaging Option. You may request transfers in writing on a form that we
provide or by telephone according to the procedure described below. There is no
minimum transfer amount. We currently do not assess, but reserve the right to
assess, a $10 charge on each transfer in excess of 12 per Contract Year. We
treat transfers to or from more than one Fund on the same day 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. on any Valuation Date using the
Accumulation Unit Values for the next Valuation Date. The Contract permits us to
defer transfers from the Fixed Account Options for up to 6 months from the date
we receive your request. If we decide to postpone transfers from any Fixed
Account Option for 30 days or more, we will pay interest as required by
applicable law. Any interest would be payable from the date we receive the
transfer request to the date we make the transfer.

If you transfer an amount from a Guarantee Period other than during the 30 day
period after a 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
to change the relative weighting of the Variable Sub-Accounts on which your
variable income payments will be based. In addition, you will have a limited
ability to make transfers from the Variable Sub-Accounts to increase the
proportion of your income payments consisting of fixed income payments. You may
not, however, convert any of your fixed income payments into variable income
payments.

You may not make any transfers for the first 6 months after the Payout Start
Date. Thereafter, you may make transfers among the Variable Sub-Accounts or make
transfers from the Variable Sub-Accounts to increase the proportion of your
income payments consisting of fixed income payments. Your transfers must be at
least 6 months apart.

TELEPHONE TRANSFERS

You may make transfers by telephone by calling 1-800-776-6978, if you first send
us a completed authorization form. 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 in any Contract Year, or to refuse any
transfer request for a Contract owner or certain Contract owners, if:

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

o we are informed by one or more of the corresponding Funds that they intend
to restrict the purchase or redemption of Fund shares because of excessive
trading or because they believe that a specific transfer or 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.

DOLLAR COST AVERAGING PROGRAM

You may make transfers automatically through dollar cost averaging prior to the
Payout Start Date. There are three different ways to use the Dollar Cost
Averaging Program:

1) You may allocate purchase payments to the Fixed Account Options for the
specific purpose of dollar cost averaging.

2) You may dollar cost average out of any Variable Sub-account into any other
Variable Sub-account(s).

3) You may transfer interest credited from a Guarantee Period(s) to any
Variable Sub-account without application of a Market Value Adjustment.

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

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

AUTOMATIC FUND REBALANCING PROGRAM

Once you have allocated your money among the Variable Sub-Accounts, the
performance of each Sub-Account may cause a shift in the percentage you
allocated to each Sub-Account. If you select our Automatic Fund Rebalancing
Program, we will automatically rebalance the Contract Value in each Variable
Sub-Account and return it to the desired percentage allocations. Money you
allocate to the Fixed Account will not be included in the rebalancing.

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

Example:

Assume that you want your initial purchase payment split among 2
Variable Sub-Accounts. You want 40% to be in the AIM V.I. Diversified
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 AIM V.I. Diversified 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
AIM V.I. Diversified 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 Fund Rebalancing Program is available only during the Accumulation
Phase. The transfers made under the Program do not count towards the 12
transfers you can make without paying a transfer fee, and are not subject to a
transfer fee.

Fund rebalancing is consistent with maintaining your allocation of investments
among market segments, although it is accomplished by reducing your Contract
Value allocated to the better performing segments.

<PAGE>

EXPENSES

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

CONTRACT MAINTENANCE CHARGE

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. During the Payout
Phase, we will deduct the charge proportionately from each income payment.

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

o total purchase payments equal $50,000 or more, or

o all money is allocated to the Fixed Account Options, as of the Contract
Anniversary.

After the Payout Start Date, we will waive this charge if, as of the Payout
Start Date:

o the Contract Value is $50,000 or more, or

o all income payments are fixed amount income payments.

If you surrender your Contract, we will deduct a full contract maintenance
charge, unless your Contract qualifies for a waiver.

MORTALITY AND EXPENSE RISK CHARGE

We deduct a mortality and expense risk charge daily at an annual rate of 1.40%
of the average daily net assets you have invested in the Variable Sub-Accounts
(1.60% if you select the Enhanced Death Benefit Rider). The mortality and
expense risk charge is for all the insurance benefits available with your
Contract (including our guarantee of annuity rates and the death benefits), for
certain expenses of the Contract, and for assuming the risk (expense risk) that
the current charges will be sufficient in the future to cover the cost of
administering the Contract and the cost of the Credit Enhancement. If the
charges under the Contract are not sufficient, then Glenbrook will bear the
loss. We charge additional amounts for the enhanced death benefit rider to
compensate us for the additional risk that we accept by providing the rider.

We guarantee the mortality and expense risk charge and we cannot increase it. We
assess the mortality and expense risk charge during both the Accumulation Phase
and the Payout Phase.

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 attributable 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 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 Program or Automatic Fund Rebalancing Program.

WITHDRAWAL CHARGE

We may assess a withdrawal charge of up to 8% of the purchase payment(s) you
withdraw. The charge declines to 0% after 8 complete years from the date we
received the purchase payment being withdrawn. A schedule showing how the charge
declines appears on page 7, above. During each Contract Year, you can withdraw
up to 15% of the Contract Value as of the beginning of that Contract Year (15%
of the initial purchase payment during the first Contract Year) without paying
the charge. Unused portions of this 15% "Free Withdrawal Amount" are not carried
forward to future Contract Years. Credit Enhancements are not considered
purchase payments when determining the Free Withdrawal Amount in the first year
of the Contract. See "Contract" for details.

We will deduct withdrawal charges, if applicable, from the amount paid. For
purposes of the withdrawal charge, we will treat withdrawals as coming from the
oldest purchase payments first. However, for federal income tax purposes,
earnings are considered to come out first, which means you pay taxes on the
earnings portion of your withdrawal.

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

o on the Payout Start Date (a withdrawal charge may apply if you elect to
receive income payments for a specified period of less than 120 months);

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

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

o withdrawals that qualify for one of the waivers described below.

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

Withdrawals also may be subject to tax penalties or income tax 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 is owned by a non-natural person, are
first confined to a long term care facility or a hospital (as defined in
the Contract) for at least 90 consecutive days. You or the Annuitant must
enter the long term care facility or hospital at least 30 days after the
Issue Date;

2) we receive your request for the withdrawal and due proof (as defined in the
Contract)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, or the Annuitant, or a member of your or
the Annuitant's immediate family (as defined in the Contract), 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 by a physician (we may require a second or third opinion)
with a terminal illness (as defined in the Contract) 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 become unemployed at least one year after the Issue
Date;

2) you or the Annuitant have been granted unemployment compensation (as
defined in the Contract) for at least 30 consecutive days as a result of
that unemployment and we receive due proof thereof (as defined in the
Contract) prior to or at the time of the withdrawal request; and

3) you or the Annuitant exercise this benefit within 180 days of your or the
Annuitant's initial receipt of unemployment compensation.

You may exercise this benefit once during the life of your Contract. This waiver
applies upon the unemployment of the Annuitant only if the Contract owner is not
a natural person.

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 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.

<PAGE>

PREMIUM TAXES

Some states and other governmental entities (e.g., municipalities) charge
premium taxes or similar taxes. We are responsible for paying these taxes and
will deduct them from your Contract Value. Some of these taxes are due when the
Contract is issued, others are due when income payments begin or upon surrender.
Our current practice is not to charge anyone for these taxes until income
payments begin or when a total withdrawal occurs, including payment upon death.
We may discontinue this practice sometime in the future 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 Fund deducts advisory fees and other expenses from its assets. You
indirectly bear the charges and expenses of the Fund whose shares are held by
the Variable Sub-Accounts. These fees and expenses are described in the
accompanying prospectus for the Funds. For a summary of current estimates of
those charges and expenses, see pages 8-9 above. We may receive compensation
from A I M Advisors, Inc., for administrative services we provide to the Funds.

<PAGE>

ACCESS TO YOUR MONEY

You can withdraw some or all of your Contract Value at any time prior to the
Payout Start Date. Withdrawals also are available under limited circumstances on
or after the Payout Start Date. See "Income Plans" on page ___.

The amount payable upon withdrawal is the Contract Value next computed after we
receive the request for a withdrawal at our headquarters, adjusted by any Market
Value Adjustment, less any withdrawal charges, contract maintenance charges,
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, you must return your Contract to us. We also
will deduct a contract maintenance charge of $35, unless we have waived the
contract maintenance charge on your Contract.

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 or
transfer for 30 days or more, we will pay interest as required by law. Any
interest would be payable from the date we receive the withdrawal request to the
date we make the payment or transfer.

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 or Automatic Fund Rebalancing Programs.

Depending on fluctuations in the value of the Variable Sub-Accounts and the
value of the Fixed Account, 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. 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 the Contract Value to less
than $1,000, we may treat it as a request to withdraw your entire Contract
Value. Your Contract will terminate if you withdraw all of your Contract Value.
We will, however, ask you to confirm your withdrawal request before terminating
your Contract. If we terminate your Contract, we will distribute to you its
Contract Value, adjusted by any applicable Market Value Adjustment, less
withdrawal and other charges and taxes.

<PAGE>

INCOME PAYMENTS

PAYOUT START DATE

You select the Payout Start Date in your application. The Payout Start Date is
the day that we apply your Contract Value adjusted by any Market Value
Adjustment and less any applicable taxes to an Income Plan. The Payout Start
Date must be no later than the Annuitant's 90th birthday, 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 payments on a scheduled basis to you or to
another person designated by you. You may choose and change your choice of
Income Plan until 30 days before the Payout Start Date. If you do not select an
Income Plan, we will make income payments in accordance with Income Plan 1 with
guaranteed payments for 10 years. After the Payout Start Date, you may not make
withdrawals (except as described below) or change your choice of Income Plan.

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

o fixed income payments;
o variable income payments; or
o a combination of the two.

The three Income Plans are:

Income Plan 1 -- Life Income with Guaranteed Payments. Under this
plan, we make periodic income payments for at least as long as the
Annuitant lives. If the Annuitant dies before we have made all of the
guaranteed income payments, we will continue to pay the remainder of
the guaranteed income payments as required by the Contract.

Income Plan 2 -- Joint and Survivor Life Income with Guaranteed
Payments. Under this plan, we make periodic income payments for at
least as long as either the Annuitant or the joint Annuitant is alive.
If both the Annuitant and the joint Annuitant die before we have made
all of the guaranteed income payments, we will continue to pay the
remainder of the guaranteed income payments as required by the
Contract.

Income Plan 3 -- Guaranteed Payments for a Specified Period (5 Years
to 30 Years). Under this plan, we make periodic income payments for
the period you have chosen. These payments do not depend on the
Annuitant's life. Income payments for less than 120 months may be
subject to a withdrawal charge. We will deduct the mortality and
expense risk charge from the Variable Sub-Account assets which support
the variable income payments supporting this plan even though we do
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 is 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 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 due. A withdrawal charge may apply. We also assess
applicable premium taxes at the Payout Start Date from the Contract Value.

We may make other Income Plans available. You may obtain information about them
by writing or calling us.

You may apply all or part of your Contract Value to an Income Plan. You must
apply at least the Contract Value in the Fixed Account Options on the Payout
Start Date to fixed income payments. If you wish to apply any portion of your
Fixed Account Option 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 Options to fixed income payments.

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

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

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

VARIABLE INCOME PAYMENTS

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

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

In calculating the amount of the periodic payments in the annuity tables in the
Contract, we assumed an annual investment rate of 3%. 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. We reserve the right to make other assumed
investment rates available under this Contract.

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 such
shorter times as 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.

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
law. In certain employment-related situations, employers are required by law to
use the same income payment tables for men and women. Accordingly, if the
Contract is to be used in connection with an employment-related retirement or
benefit plan and we do not offer unisex annuity tables in your state, you should
consult with legal counsel as to whether the purchase of a Contract is
appropriate.

<PAGE>

DEATH BENEFITS

We will pay a death benefit if, prior to the Payout Start Date:

1) any Contract owner dies or,

2) the Annuitant dies, if the Contract is owned by a company or other legal
entity.

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 an
Annuitant, we will pay the death benefit to the current Contract owner.

DEATH BENEFIT AMOUNT

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

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

3) the sum of all purchase payments, reduced by a withdrawal adjustment, as
defined below, or

4) the Contract Value on the 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 a withdrawal adjustment, as
defined below.

A "Death Benefit Anniversary" is every eighth Contract Anniversary during the
Accumulation Phase. For example, the 8th, 16th, and 24th Contract Anniversaries
are the first three 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

We will determine the value of the death benefit as of the end of the Valuation
Date on which we receive a complete request for payment of the death benefit. If
we receive a request after 3 p.m. Central Time on a Valuation Date, we will
process the request as of the end of the following Valuation Date. A request for
payment of the death benefit must include Due Proof of Death. We will accept the
following documentation as "Due Proof of Death":

o a certified copy of a death certificate,

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

o other documentation as we may accept in our sole discretion.

ENHANCED DEATH BENEFIT RIDER

If the Contract owner is a living individual, the enhanced death benefit applies
only for the death of the Contract owner. If the Contract owner is not a living
individual, the enhanced death benefit applies only for the death of the
Annuitant. For Contracts with the Enhanced Death Benefit Rider, the death
benefit will be the greatest of (1) through (4) above, or (5) the enhanced death
benefit. The enhanced death benefit is equal to the greater of Enhanced Death
Benefit A or Enhanced Death Benefit B. Enhanced Death Benefit B may not be
available in all states.

The enhanced death benefit will never be greater than the maximum death benefit
allowed by any nonforfeiture laws which govern the Contract.

Enhanced Death Benefit A. The Enhanced Death Benefit A on the Issue Date is
equal to the initial purchase payment. On each Contract Anniversary, we will
recalculate your Enhanced Death Benefit A to equal the greater of your Contract
Value on that date, or the most recently calculated Enhanced Death Benefit A. We
also will recalculate your Enhanced Death Benefit A whenever you make an
additional purchase payment or a partial withdrawal. Additional purchase
payments will increase the Enhanced Death Benefit A dollar-for-dollar.
Withdrawals will reduce the Enhanced Death Benefit A by an amount equal to a
withdrawal adjustment computed in the manner described above under "Death
Benefit Amount." In the absence of any withdrawals or purchase payments, the
Enhanced Death Benefit A will be the greatest of all Contract Anniversary
Contract Values on or before the date we calculate the death benefit.

We will calculate Anniversary Values for each Contract Anniversary prior to the
oldest Contract owner's or, if the Contract owner is not a natural person, the
oldest Annuitant's 85th birthday. After age 85, we will recalculate the Enhanced
Death Benefit A only for purchase payments and withdrawals.

Enhanced Death Benefit B. The Enhanced Death Benefit B is equal to total
purchase payments made reduced by a withdrawal adjustment computed in the manner
described above under "Death Benefit Amount." Each purchase payment and each
withdrawal adjustment will accumulate daily at a rate equivalent to 5% per year
until the earlier of the date

o we determine the death benefit, or

o the first day of the month following the oldest Contract owner's or, if the
Contract owner is not a natural person, the oldest Annuitant's 85th
birthday.

DEATH BENEFIT PAYMENTS

Death of Contract Owner. Within 180 days of the date of your death, the new
Contract Owner may elect to:

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

2) apply an amount equal to the death benefit to one of the available Income
Plans described above. The Payout Start Date must be within one year of the
date of your death. Income payments must be:

(a) over the life of the new Contract Owner,

(b) for a guaranteed number of payments from 5 to 30 years but not to
exceed the life expectancy of the new Contract Owner, or

(c) over the life of new Contract Owner with a guaranteed number of
payments from 5 to 30 years but not to exceed the life expectancy of
the new Contract Owner.

Otherwise, the new Contract Owner will receive the Settlement Value. The
"Settlement Value" is the Contract Value, less any applicable withdrawal charge,
market value adjustment, taxes, and contract maintenance charge. The new Owner
may make a single withdrawal of any amount within the year of the date of death
without incurring a withdrawal charge. We will calculate the Settlement Value as
of the end of the Valuation Date coinciding with the requested distribution date
for payment or on the mandatory distribution date of 5 years after the date of
your death, whichever is earlier. If we receive a request after 3 p.m. Central
Time on a Valuation Date, we will process the request as of the end of the
following Valuation Date. We are currently waiving the 180 day limit, but we
reserve the right to enforce the limitation in the future.

In any event, the entire value of the Contract must be distributed within 5
years after the date of death unless an Income Plan is elected or a surviving
spouse continues the Contract in accordance with the provisions described below.

If the surviving spouse of the deceased Contract owner is the new Contract
owner, then the spouse may elect one of the options listed above or may continue
the Contract in the Accumulation Phase as if the death had not occurred. The
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 a Market Value Adjustment. On the day the Contract is continued, the
Contract Value will be the death benefit on the Valuation Date after we receive
due proof of death (the next Valuation Date if we receive due proof of death
after 3 p.m. Central Time). Prior to the Payout Start Date, the death benefit of
the continued Contract will be the greater of:

(a) the sum of all purchase payments less any withdrawals, as defined in
the death benefit provision,

(b) the Contract Value on the date we determine the death benefit, or

(c) the Contract Value on the Death Benefit anniversary prior to the date
we determine the Death Benefit, increased by any purchase payments
made since that Death Benefit Anniversary and reduced by a withdrawal
adjustment, as defined under Death Benefit Amount.

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

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

If the Contract Owner is a natural person, the Contract Owner may elect to
continue the Contract as if the death had not occurred, or, if we receive Due
Proof of Death within 180 days of the date of the Annuitant's death, the
Contract Owner may choose to:

1) receive the death benefit in a lump sum; or

2) apply the death benefit to an Income Plan that must begin within 1
year of the date of death.

If the Contract Owner elects to continue the Contract or to apply the death
benefit to an Income Plan, the new Annuitant will be the youngest Contract
Owner, unless the Contract Owner names a different Annuitant.

If the Contract Owner is a non-natural person, the non-natural Contract Owner
may elect, within 180 days of the Annuitant's date of death, to receive the
death benefit in a lump sum or may elect to receive the Settlement Value payable
in a lump sum within 5 years of the Annuitant's date of death. If the
non-natural Contract Owner does not make one of the above described elections,
the Settlement Value must be withdrawn by the non-natural Contract Owner on or
before the mandatory distribution date 5 years after the Annuitant's death. We
are currently waiving the 180 day limit, but we reserve the right to enforce the
limitation in the future.

<PAGE>

MORE INFORMATION

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 and all
states except New York. We intend to offer the Contract in those jurisdictions
in which we are licensed. Our headquarters 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 the State 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 and Annuity Company Separate Account A
on September 6, 1995. 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 17 Variable Sub-Accounts, each of which invests
in a corresponding Fund. We may add new Variable Sub-Accounts or eliminate one
or more of them, if we believe marketing, tax, or investment conditions so
warrant. We 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 Funds. We may use the Variable
Account to fund our other annuity contracts. We will account separately for each
type of annuity contract funded by the Variable Account.

THE FUNDS

Dividends and Capital Gain Distributions. We automatically reinvest all
dividends and capital gains distributions from the Funds in shares of the
distributing Funds at their net asset value.

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

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

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

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

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

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

THE CONTRACT

Distribution. ALFS, Inc.* ("ALFS"), located at 3100 Sanders Road, Northbrook,
Illinois 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 (on a present value basis).
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 1.20%, on an annual
basis, of the Contract Values considered in connection with the bonus. Sale of
the Contracts may also count toward incentive program awards for the registered
representative. 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:

o issuance of the Contracts;

o maintenance of Contract owner records;

o Contract owner services;

o calculation of unit values;

o maintenance of the Variable Account; and

o preparation of Contract owner reports.

We will send you Contract statements 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.

- ----------------
*Effective May 1, 2000, Allstate Life Financials Services, Inc. was renamed
ALFS, Inc.

QUALIFIED PLANS

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

LEGAL MATTERS

Freedman, Levy, Kroll & Simonds, Washington, D.C., has advised Glenbrook on
certain federal securities law matters. All matters of state 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.

<PAGE>

YEAR 2000

Glenbrook is heavily dependent upon complex computer systems for all phases of
its operations, including customer service, and policy and contract
administration. Since many of Glenbrook's older computer software programs
recognize only the last two digits of the year in any date, some software may
have failed to operate properly in or after the year 1999, if the software was
not reprogrammed or replaced ("Year 2000 Issue"). Glenbrook believes that many
of its counterparties and suppliers also had potential Year 2000 Issues which
could affect Glenbrook. In 1995, Allstate Insurance Company commenced a four
phase plan intended to mitigate and/or prevent the adverse effects of Year 2000
Issues. These strategies included normal development and enhancement of new and
existing systems, upgrades to operating systems already covered by maintenance
agreements, and modifications to existing systems to make them Year 2000
compliant. The plan also included Glenbrook actively working with its major
external counterparties and suppliers to assess their compliance efforts and
Glenbrook's exposure to them. Because of the accuracy of this plan, and its
timely completion, Glenbrook has experienced no material impacts on its results
of operations, liquidity or financial position due to the Year 2000 issue. Year
2000 costs are expensed as incurred.

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 Funds their investments,
we expect the Funds to meet the diversification requirements.

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

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

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

o attributable to the Contract owner being disabled, or

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

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

Taxation of Annuity Payments. Generally, the rule for income taxation of annuity
payments received from a 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;

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:

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

o Roth IRAs under Section 408A of the Code;

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

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

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

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

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

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 above. 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.

Restrictions Under Section 403(b) Plans. Section 403(b) of the 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 of employee

o attains age 59 1/2,

o separates from service,

o dies,

o becomes disabled; or

2) on account of hardship (earnings on salary reduction contributions may not be
distributed on 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

3) 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 is
incorporated herein by reference, which means that it is 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. 0000947878. 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 94039, Palatine, Illinois 60094-4039 (telephone:
1-800-776-6978).

<PAGE>

PERFORMANCE INFORMATION

We may advertise the performance of the Variable Sub-Accounts, including yield
and total return information. Yield refers to the income generated by an
investment in a Variable Sub-Account over a specified period. 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.

All performance advertisements will include, as applicable, standardized yield
and total return figures that reflect the Credit Enhancement and 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
Funds for the periods beginning with the inception dates of the Funds and
adjusted to reflect current Contract expenses. You should not interpret these
figures to reflect actual historical performance of the Variable Account.

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

<PAGE>

[back cover]

<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 applicable 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; and

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 for a maturity of length
N is not available, a weighted average will be used.

"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) 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.

<PAGE>

EXAMPLES OF MARKET VALUE ADJUSTMENT
<TABLE>
<CAPTION>
<S> <C> <C>
Purchase Payment Plus Credit Enhancement: $10,000 allocated to a Guarantee Period
Guarantee Period: 5 years
Treasury Rate (at the
time the Guarantee
Period was established): 4.50%
Full Surrender: 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 (1.0450)3= $11,411.66

Step 2. Calculate the Free Withdrawal Amount: .15X $ 11,411.66= $ 1,711.75

Step 3. Calculate the Withdrawal Charge: .07 X ($10,000.00 - $1,711.75) = $580.18

Step 4. Calculate the Market Value Adjustment: I = 4.5%
J = 4.2%

730 Days
--------
N = 365 days = 2

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

= .9 X (.045 - .042) X (2) = .0054

Market Value Adjustment = Market Value Adjustment Factor X
Amount Subject to Market Value Adjustment: = .0054 X ($11,411.66 - $ 1,711.75) = $52.38

Step 5. Calculate the amount received by Contract owner as
result of full withdrawal at the end of Contract Year 3: $11,411.66 - $580.18 + $52.38= $10,883.86

<PAGE>

EXAMPLE 2: (Assumes rising interest rates)

Step 1. Calculate Contract Value at End of Year 3: $10,000.00 X(1.0450)3= $11,411.66
Contract Year 3:

Step 2. Calculate the Free Withdrawal Amount: .15 X ($11,411.66) = $1,711.75

Step 3. Calculate the Withdrawal Charge: .07 X ($10,000.00 - $1,711.75) = $580.18

Step 4. Calculate the Market Value Adjustment I = 4.5%
J = 4.8%

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

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

= .9 X (.045 - .048) X (2) = -.0054

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

= -.0054 X($11,411.66 - $1,711.75) = - $52.38

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 - $580.18 - $52.38 = $10,779.10

</TABLE>

STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

Description

Additions, Deletions or Substitutions of Investments.
The Contract.
Purchases.
Tax-free Exchanges (1035 Exchanges, Rollovers and Transfers)
Performance Information
Calculation of Accumulation Unit Values
Calculation of Variable Income Payments
General Matters

Incontestability
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.
<PAGE>

THE AIM LIFETIME PLUS(SM) ENHANCED CHOICE VARIABLE ANNUITY

Glenbrook Life and Annuity Company Statement of Additional Information
Glenbrook Life and Annuity Company dated _____, 2000
Separate Account A
Post Office Box 94039
Palatine, IL 60094-4039
1 (800) 776-6978

This Statement of Additional Information supplements the information in the
prospectus for the AIM Lifetime Plus(SM) Enhanced Choice Variable Annuity. This
Statement of Additional Information is not a prospectus. You should read it with
the prospectus, dated _____, 2000, for the Contract. You may obtain a prospectus
by calling or writing us at the address or telephone number listed above.

Except as otherwise noted, this Statement of Additional Information uses the
same defined terms as the prospectus.

TABLE OF CONTENTS

Description

Additions, Deletions or Substitutions of Investments
The Contract
Purchases
Tax-free Exchanges (1035 Exchanges, Rollovers and Transfers)
Performance Information
Calculation of Accumulation Unit Values
Calculation of Variable Income Payments
General Matters
Incontestability
Settlements
Safekeeping of the Variable Account's Assets
Premium Taxes
Tax Reserves
Federal Tax Matters
Qualified Plans
Experts
Financial Statements

<PAGE>

ADDITIONS, DELETIONS OR SUBSTITUTIONS OF INVESTMENTS

We may add, delete, or substitute the Fund shares held by any Variable
Sub-Account to the extent the law permits. We may substitute shares of any Fund
with those of another Fund of the same or different mutual fund if the shares of
the Fund are no longer available for investment, or if we believe investment in
any Fund would become inappropriate in view of the purposes of the Variable
Account.

We will not substitute shares attributable to a Contract owner's interest in a
Variable Sub-Account until we have notified the Contract owner of the change,
and until the Securities and Exchange Commission has approved the change, to the
extent such notification and approval are required by law. Nothing contained in
this Statement of Additional Information shall prevent the Variable Account from
purchasing other securities for other series or classes of contracts, or from
effecting a conversion between series or classes of contracts on the basis of
requests made by Contract owners.

We also may establish additional Variable Sub-Accounts or series of Variable
Sub-Accounts. Each additional Variable Sub-Account would purchase shares in a
new Fund of the same or different mutual fund. We may establish new Variable
Sub-Accounts when we believe marketing needs or investment conditions warrant.
We determine the basis on which we will offer any new Variable Sub-Accounts in
conjunction with the Contract to existing Contract owners. We may eliminate one
or more Variable Sub-Accounts if, in our sole discretion, marketing, tax or
investment conditions so warrant.

We may, by appropriate endorsement, change the Contract as we believe necessary
or appropriate to reflect any substitution or change in the Funds. If we believe
the best interests of persons having voting rights under the Contracts would be
served, we may operate the Variable Account as a management company under the
Investment Company Act of 1940 or we may withdraw its registration under such
Act if such registration is no longer required.

<PAGE>

THE CONTRACT

The Contract is primarily designed to aid individuals in long-term financial
planning. You can use it for retirement planning regardless of whether the
retirement plan qualifies for special federal income tax treatment.

PURCHASE OF CONTRACTS

We offer the Contracts to the public through banks as well as brokers licensed
under the federal securities laws and state insurance laws. The principal
underwriter for the Variable Account, ALFS, Inc., distributes the Contracts.
ALFS is an affiliate of Glenbrook. The offering of the Contracts is continuous.
We do not anticipate discontinuing the offering of the Contracts, but we reserve
the right to do so at any time.

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

We accept purchase payments that are the proceeds of a Contract in a transaction
qualifying for a tax-free exchange under Section 1035 of the Internal Revenue
Code ("Code"). Except as required by federal law in calculating the basis of the
Contract, we do not differentiate between Section 1035 purchase payments and
non-Section 1035 purchase payments.

We also accept "rollovers" and transfers from Contracts qualifying as
tax-sheltered annuities ("TSAs"), individual retirement annuities or accounts
("IRAs"), or any other Qualified Contract that is eligible to "rollover" into an
IRA. We differentiate among non-Qualified Contracts, TSAs, IRAs and other
Qualified Contracts to the extent necessary to comply with federal tax laws. For
example, we restrict the assignment, transfer, or pledge of TSAs and IRAs so the
Contracts will continue to qualify for special tax treatment. A Contract owner
contemplating any such exchange, rollover or transfer of a Contract should
contact a competent tax adviser with respect to the potential effects of such a
transaction.

<PAGE>

PERFORMANCE INFORMATION

From time to time we may advertise the "standardized," "non-standardized," and
"adjusted historical" total returns of the Variable Sub-Accounts, as described
below. Please remember that past performance is not an estimate or guarantee of
future performance and does not necessarily represent the actual experience of
amounts invested by a particular Contract owner. Also, please note that the
performance figures shown do not reflect any applicable taxes.

STANDARDIZED TOTAL RETURNS

A Variable Sub-Account's standardized total return represents the average annual
total return of that Sub-Account over a particular period. We compute
standardized total return by finding the annual percentage rate that, when
compounded annually, will accumulate a hypothetical $1,000 purchase payment to
the redeemable value at the end of the one, five or ten year period, or for a
period from the date of commencement of the Variable Sub-Account's operations,
if shorter than any of the foregoing. We use the following formula prescribed by
the SEC for computing standardized total return:

$1,000(1 + T)n = ERV

where:

T = average annual total return

ERV = ending redeemable value of a hypothetical $1,000 payment (plus
applicable Credit Enhancement thereon) made at the beginning of 1, 5,
or 10 year periods or shorter period

n = number of years in the period

1000 = hypothetical $1,000 investment

When factoring in the withdrawal charge assessed upon redemption, we exclude the
Free Withdrawal Amount, which is the amount you can withdraw from the Contract
without paying a withdrawal charge. We also use the withdrawal charge that would
apply upon redemption at the end of each period. Thus, for example, when
factoring in the withdrawal charge for a one year standardized total return
calculation, we would use the withdrawal charge that applies to a withdrawal of
a purchase payment made one year prior.

When factoring in the contract maintenance charge, we pro rate the charge by
dividing (i) the contract maintenance charge by (ii) an assumed average Contract
size of $50,000. We then multiply the resulting percentage by a hypothetical
$1,000 investment.

The standardized total returns for the Variable Sub-Accounts for the periods
ended December 31, 1999 are set out below. The Contract was first offered for
sale as of the date of this Statement of Additional Information. Accordingly,
the performance shown reflects the historical performance of the Variable
Sub-Accounts, adjusted to reflect the current charges under the Contract that
would have applied had it been available during the periods shown. No
standardized total returns are shown for the Money Market Variable Sub-Account.
In addition, no standardized total returns are shown for the AIM V.I. Blue Chip,
AIM V.I. Dent Demographics, AIM V.I. Global Growth and Income, and AIM V.I.
Telecommunications and Technology Variable Sub-Accounts, which commenced
operations on January 3, 2000.

<PAGE>

(Without the Enhanced Death Benefit Option or the Enhanced Death)

10 Years or Since
Variable Sub-Account One Year Five Years Inception (if less)*

<S> <C> <C> <C>
AIM V.I. Aggressive Growth N/A N/A -11.12%
AIM V.I. Balanced N/A N/A 8.29%
AIM V.I. Blue Chip N/A N/A %
AIM V.I. Capital Appreciation 10.92% N/A 12.47%
AIM V.I. Capital Development N/A N/A -19.80%
AIM V.I. Dent Demographics N/A N/A %
AIM V.I. Diversified Income 2.39% N/A 4.72%
AIM V.I. Global Growth and Income N/A N/A %
AIM V.I. Global Utilities 8.31% N/A 13.78%
AIM V.I. Government Securities 9.50% N/A 4.13%
AIM V.I. Growth 24.71% N/A 21.44%
AIM V.I. Growth and Income 18.72% N/A 19.94%
AIM V.I. High Yield N/A N/A -20.04%
AIM V.I. International Equity 7.38% N/A 10.89%
AIM V.I. Telecommunications and Technology N/A N/A %
AIM V.I. Value 23.11% N/A 18.64%
</TABLE>

* The Variable Sub-Accounts commenced operations on December 4, 1995 with the
exception of the AIM V.I. Aggressive Growth, Balanced, Capital Appreciation and
High Yield Sub-Accounts which commenced operations on May 1, 1998 and the AIM
V.I. Blue Chip, Dent Demographics, Global Growth and Income, and
Telecommunications and Technology Variable Sub-Accounts commenced operations on
January 3, 2000.

<PAGE>

(With the Enhanced Death Benefit Option)

10 Years or Since
Variable Sub-Account One Year Five Years Inception (if less)*

<S> <C> <C> <C>
AIM V.I. Aggressive Growth N/A N/A -11.30%
AIM V.I. Balanced N/A N/A 8.08%
AIM V.I. Blue Chip N/A N/A %
AIM V.I. Capital Appreciation 10.70% N/A 12.25%
AIM V.I. Capital Development N/A N/A -19.96%
AIM V.I. Dent Demographics N/A N/A %
AIM V.I. Diversified Income 2.19% N/A 4.51%
AIM V.I. Global Growth and Income N/A N/A %
AIM V.I. Global Utilities 8.09% N/A 13.56%
AIM V.I. Government Securities 9.29% N/A 3.93%
AIM V.I. Growth 24.46% N/A 21.20%
AIM V.I. Growth and Income 18.49% N/A 19.70%
AIM V.I. High Yield N/A N/A -20.20%
AIM V.I. International Equity 7.16% N/A 10.66%
AIM V.I. Telecommunications and Technology N/A N/A %
AIM V.I. Value 22.87% N/A 18.40%
</TABLE>

*The inception dates of the Variable Sub-Accounts appear in the footnote to the
preceding table.

<PAGE>

NON-STANDARDIZED TOTAL RETURNS

From time to time, we also may quote rates of return that reflect changes in the
values of each Variable Sub-Account's accumulation units. We may quote these
"non-standardized total returns" on an annualized, cumulative, year-by-year, or
other basis. These rates of return take into account asset-based charges, such
as the mortality and expense risk charge and administration charge. However,
these rates of return do not reflect withdrawal charges, contract maintenance
charges, or any taxes. Such charges, if reflected, would reduce the performance
shown. Non-standardized total returns do not take into account the amount of any
Credit Enhancement.

Annualized returns reflect the rate of return that, when compounded annually,
would equal the cumulative rate of return for the period shown. We compute
annualized returns according to the following formula:

Annualized Return = (1 + r)1/n -1 where r = cumulative rate of return for the
period shown, and n = number of years in the period.

The method of computing annualized rates of return is similar to that for
computing standardized performance, described above, except that rather than
using a hypothetical $1,000 investment and the ending redeemable value thereof,
we use the changes in value of an accumulation unit.

Cumulative rates of return reflect the cumulative change in value of an
accumulation unit over the period shown. Year-by-year rates of return reflect
the change in value of an accumulation unit during the course of each year
shown. We compute these returns by dividing the accumulation unit value at the
end of each period shown, by the accumulation unit value at the beginning of
that period, and subtracting one. We compute other total returns on a similar
basis.

We may quote non-standardized total returns for 1, 3, 5 and 10 year periods, or
period since inception of the Variable Sub-Account's operations, as well as
other periods, such as "year-to-date" (prior calendar year end to the day stated
in the advertisement); "year to most recent quarter" (prior calendar year end to
the end of the most recent quarter); the prior calendar year; and the "n" most
recent calendar years.

The non-standardized annualized total returns for the Variable Sub-Accounts for
the period ended December 31, 1999 are set out below. The Contract was first
offered for sale as of the date of this Statement of Additional Information.
Accordingly, the performance shown reflects the historical performance of the
Variable Sub-Accounts, adjusted to reflect the current asset-based charges (but
not the withdrawal charge, contract maintenance charge, or taxes) under the
Contract that would have applied had it been available during the period shown.
No standardized total returns are shown for the Money Market Variable
Sub-Account. In addition, no standardized total returns are shown for the AIM
V.I. Blue Chip, AIM V.I. Dent Demographics, AIM V.I. Global Growth and Income,
and AIM V.I. Telecommunications and Technology Variable Sub-Accounts, which
commenced operations on January 3, 2000.

The non-standardized total returns for the Variable Sub-Accounts for the periods
ended December 31, 1999 are set out below. No non-standardized total returns are
shown for the AIM V.I. Money Market Variable Sub-Account.

(Without the Enhanced Death Benefit Option)

10 Years or Since
Variable Sub-Account One Year Five Years Inception (if less)*

<S> <C> <C> <C>
AIM V.I. Aggressive Growth N/A N/A -2.49%
AIM V.I. Balanced N/A N/A 18.80%
AIM V.I. Blue Chip N/A N/A %
AIM V.I. Capital Appreciation 18.00% N/A 14.47%
AIM V.I. Capital Development N/A N/A -12.00%
AIM V.I. Dent Demographics N/A N/A %
AIM V.I. Diversified Income 2.45% N/A 6.59%
AIM V.I. Global Growth and Income N/A N/A %
AIM V.I. Global Utilities 15.22% N/A 15.80%
AIM V.I. Government Securities 9.56% N/A 6.00%
AIM V.I. Growth 32.65% N/A 23.59%
AIM V.I. Growth and Income 26.29% N/A 22.07%
AIM V.I. High Yield N/A N/A -12.27%
AIM V.I. International Equity 14.23% N/A 12.86%
AIM V.I. Telecommunications and Technology N/A N/A %
AIM V.I. Value 30.96% N/A 20.74%
</TABLE>

*The inception dates of the Variable Sub-Accounts appear in the footnote to the
first table under "Standardized Total Returns."

(With the Enhanced Death Benefit Option)

10 Years or Since
Variable Sub-Account One Year Five Years Inception (if less)*

<S> <C> <C> <C>
AIM V.I. Aggressive Growth N/A N/A -2.68%
AIM V.I. Balanced N/A N/A 18.56%
AIM V.I. Blue Chip N/A N/A %
AIM V.I. Capital Appreciation 17.76% N/A 14.24%
AIM V.I. Capital Development N/A N/A -12.18%
AIM V.I. Dent Demographics N/A N/A %
AIM V.I. Diversified Income 2.25% N/A 6.38%
AIM V.I. Global Growth and Income N/A N/A %
AIM V.I. Global Utilities 14.99% N/A 15.57%
AIM V.I. Government Securities 9.34% N/A 5.78%
AIM V.I. Growth 32.39% N/A 23.35%
AIM V.I. Growth and Income 26.04% N/A 21.82%
AIM V.I. High Yield N/A N/A -12.45%
AIM V.I. International Equity 14.00% N/A 12.63%
AIM V.I. Telecommunications and Technology N/A N/A %
AIM V.I. Value 30.70% N/A 20.50%
</TABLE>

*The inception dates of the Variable Sub-Accounts appear in the footnote to the
first table under "Standardized Total Returns."

<PAGE>

ADJUSTED HISTORICAL TOTAL RETURNS

We may advertise the total return for periods prior to the date that the
Variable Sub-Accounts commenced operations. We will calculate such "adjusted
historical total returns" using the historical performance of the underlying
Funds and adjusting such performance to reflect the current level of charges
that apply to the Variable Sub-Accounts under the Contract, the contract
maintenance charge, and the appropriate withdrawal charge.

The adjusted historical total returns for the Variable Sub-Accounts for the
periods ended December 31, 1999 are set out below. No adjusted historical total
returns are shown for the AIM V.I. Money Market Variable Sub-Account.

(Without the Enhanced Death Benefit Option)

10 Years or Since
Variable Sub-Account One Year Five Years Inception of Fund (if less)*

<S> <C> <C> <C>
AIM V.I. Aggressive Growth N/A N/A -11.12%
AIM V.I. Balanced N/A N/A 8.29%
AIM V.I. Blue Chip** N/A N/A %***
AIM V.I. Capital Appreciation 11.32% 14.93% 16.71%
AIM V.I. Capital Development N/A N/A -19.80%
AIM V.I. Dent Demographics** N/A N/A %***
AIM V.I. Diversified Income 2.39% 5.01% 5.51%
AIM V.I. Global Growth and Income** N/A N/A %
AIM V.I. Global Utilities 8.31% N/A 13.07%
AIM V.I. Government Securities 9.50% 4.29% 4.43%
AIM V.I. Growth 24.71% 19.05% 18.78%
AIM V.I. Growth and Income 18.72% N/A 19.99%
AIM V.I. High Yield N/A N/A -20.04%
AIM V.I. International Equity 7.38% 9.13% 11.40%
AIM V.I. Telecommunications and Technology**N/A N/A %
AIM V.I. Value 23.11% 19.31% 19.79%
</TABLE>

* The inception dates of the Funds corresponding to the Variable Sub-Accounts
are as follows:

AIM V.I. Aggressive Growth Fund May 1, 1998
AIM V.I. Balanced Fund May 1, 1998
AIM V.I. Blue Chip December 30, 1999
AIM V.I. Capital Appreciation Fund May 5, 1993
AIM V.I. Capital Development Fund May 1, 1998
AIM V.I. Dent Demographics December 30, 1999
AIM V.I. Diversified Income Fund May 5, 1993
AIM V.I. Global Growth and Income October 15, 1999
AIM V.I. Global Utilities Fund May 2, 1994
AIM V.I. Government Securities Fund May 5, 1993
AIM V.I. Growth Fund May 5, 1993
AIM V.I. Growth and Income Fund May 2, 1994
AIM V.I. High Yield Fund May 1, 1998
AIM V.I. International Equity Fund May 5, 1993
AIM V.I. Telecommunications and Technology October 15, 1999
AIM V.I. Value Fund May 5, 1993

**The adjusted historical total returns for these Variable Sub-Accounts are
shown for the periods ended _________, 2000.

***Adjusted historical total returns for the AIM V.I. Blue Chip and Dent
Demographics Variable Sub-Accounts are not annualized.

(With the Enhanced Death Benefit Option)

10 Years or Since
Variable Sub-Account One Year Five Years Inception of Fund (if less)*

<S> <C> <C> <C>
AIM V.I. Aggressive Growth N/A N/A -11.30%
AIM V.I. Balanced N/A N/A 8.08%
AIM V.I. Blue Chip** N/A N/A %***
AIM V.I. Capital Appreciation 11.10% 14.70% 16.48%
AIM V.I. Capital Development N/A N/A -19.96%
AIM V.I. Dent Demographics** N/A N/A %***
AIM V.I. Diversified Income 2.19% 4.80% 5.30%
AIM V.I. Global Growth and Income** N/A N/A %
AIM V.I. Global Utilities 8.09% N/A 12.84%
AIM V.I. Government Securities 9.29% 4.08% 4.22%
AIM V.I. Growth 24.46% 18.81% 18.54%
AIM V.I. Growth and Income 18.49% N/A 19.75%
AIM V.I. High Yield N/A N/A -20.20%
AIM V.I. International Equity 7.16% 8.91% 11.18%
AIM V.I. Telecommunications and Technology N/A N/A %
AIM V.I. Value 22.87% 19.07% 19.55%
</TABLE>

* The inception dates for the Funds appear in the footnote to the preceding
table.

**The adjusted historical total returns for these Variable Sub-Accounts are
shown for the periods ended _________, 2000.

***Adjusted historical total returns for the AIM V.I. Blue Chip and Dent
Demographics Variable Sub-Accounts are not annualized.

Calculation of Accumulation Unit Values

The value of Accumulation Units will change each Valuation Period according to
the investment performance of the Fund shares purchased by each Variable
Sub-Account and the deduction of certain expenses and charges. A "Valuation
Period" is the period from the end of one Valuation Date and continues to the
end of the next Valuation Date. A Valuation Date ends at the close of regular
trading on the New York Stock Exchange (currently 3:00 p.m. Central Time).

The Accumulation Unit Value of a Variable Sub-Account for any Valuation Period
equals the Accumulation Unit Value as of the immediately preceding Valuation
Period, multiplied by the Net Investment Factor (described below) for that
Sub-Account for the current Valuation Period.

NET INVESTMENT FACTOR

The Net Investment Factor for a Valuation Period is a number representing the
change, since the last Valuation Period, in the value of Sub-account assets per
Accumulation Unit due to investment income, realized or unrealized capital gain
or loss, deductions for taxes, if any, and deductions for the mortality and
expense risk charge and administrative expense charge. We determine the Net
Investment Factor for each Variable Sub-Account for any Valuation Period by
dividing (A) by (B) and subtracting (C) from the result, where:

(A) is the sum of:

(1) the net asset value per share of the Fund underlying the Variable
Sub-Account determined at the end of the current Valuation Period; plus,

(2) the per share amount of any dividend or capital gain distributions made
by the Fund underlying the Variable Sub-Account during the current
Valuation Period;

(B) is the net asset value per share of the Fund underlying the Variable
Sub-Account determined as of the end of the immediately preceding Valuation
Period; and

(C) is the annualized mortality and expense risk and administrative expense
charges divided by the number of days in the current calendar year and then
multiplied by the number of calendar days in the current Valuation Period.

<PAGE>

CALCULATION OF VARIABLE INCOME PAYMENTS

We calculate the amount of the first variable income payment under an Income
Plan by applying the Contract Value allocated to each Variable Sub-Account less
any applicable premium tax charge deducted at the time, to the income payment
tables in the Contract. We divide the amount of the first variable annuity
income payment by the Variable Sub-Account's then current Annuity Unit value to
determine the number of annuity units ("Annuity Units") upon which later income
payments will be based. To determine income payments after the first, we simply
multiply the number of Annuity Units determined in this manner for each Variable
Sub-Account by the then current Annuity Unit value ("Annuity Unit Value") for
that Variable Sub-Account.

CALCULATION OF ANNUITY UNIT VALUES

Annuity Units in each Variable Sub-Account are valued separately and Annuity
Unit Values will depend upon the investment experience of the particular Fund in
which the Variable Sub-Account invests. We calculate the Annuity Unit Value for
each Variable Sub-Account at the end of any Valuation Period by:

o multiplying the Annuity Unit Value at the end of the immediately preceding
Valuation Period by the Variable Sub-Account's Net Investment Factor
(described in the preceding section) for the Period; and then

o dividing the product by the sum of 1.0 plus the assumed investment rate for
the Valuation Period.

The assumed investment rate adjusts for the interest rate assumed in the income
payment tables used to determine the dollar amount of the first variable income
payment, and is at an effective annual rate which is disclosed in the Contract.

We determine the amount of the first variable income payment paid under an
Income Plan using the income payment tables set out in the Contracts. The
Contracts include tables that differentiate on the basis of sex, except in
states that require the use of unisex tables.

<PAGE>

GENERAL MATTERS

INCONTESTABILITY

We will not contest the Contract after we issue it.

SETTLEMENTS

The Contract must be returned to us prior to any settlement. We must receive due
proof of the Contract owner(s) death (or Annuitant's death if there is a
non-natural Contract owner) before we will settle a death claim.

SAFEKEEPING OF THE VARIABLE ACCOUNT'S ASSETS

We hold title to the assets of the Variable Account. We keep the assets
physically segregated and separate and apart from our general corporate assets.
We maintain records of all purchases and redemptions of the Fund shares held by
each of the Variable Sub-Accounts.

The Funds do not issue stock certificates. Therefore, we hold the Variable
Account's assets in open account in lieu of stock certificates. See the Funds'
prospectuses for a more complete description of the custodian of the Funds.

PREMIUM TAXES

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

TAX RESERVES

We do not establish capital gains tax reserves for any Variable Sub-Account nor
do we deduct charges for tax reserves because we believe that capital gains
attributable to the Variable Account will not be taxable. However, we reserve
the right to deduct charges to establish tax reserves for potential taxes on
realized or unrealized capital gains.

<PAGE>

FEDERAL TAX MATTERS

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

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

TAXATION OF GLENBROOK LIFE AND ANNUITY COMPANY

Glenbrook is taxed as a life insurance company under Part I of Subchapter L of
the Internal Revenue Code. Since the Variable Account is not an entity separate
from Glenbrook, and its operations form a part of Glenbrook, it will not be
taxed separately as a "Regulated Investment Company" under Subchapter M of the
Code. Investment income and realized capital gains of the Variable Account are
automatically applied to increase reserves under the contract. Under existing
federal income tax law, Glenbrook believes that the Variable Account investment
income and capital gains will not be taxed to the extent that such income and
gains are applied to increase the reserves under the contract. Accordingly,
Glenbrook does not anticipate that it will incur any federal income tax
liability attributable to the Variable Account, and therefore Glenbrook does not
intend to make provisions for any such taxes. If Glenbrook is taxed on
investment income or capital gains of the Variable Account, then Glenbrook may
impose a charge against the Variable Account in order to make provision for such
taxes.

EXCEPTIONS TO THE NON-NATURAL OWNER RULE

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

IRS REQUIRED DISTRIBUTION AT DEATH RULES

In order to be considered an annuity contract for federal income tax purposes,
an annuity contract must provide: (1) if any owner dies on or after the annuity
start date but before the entire interest in the contract has been distributed,
the remaining portion of such interest must be distributed at least as rapidly
as under the method of distribution being used as of the date of the owner's
death; (2) if any owner dies prior to the annuity start date, the entire
interest in the contract will be distributed within five years after the date of
the owner's death. These requirements are satisfied if any portion of the
owner's interest which is payable to (or for the benefit of) a designated
beneficiary is distributed over the life of such beneficiary (or over a period
not extending beyond the life expectancy of the beneficiary) and the
distributions begin within one year of the owner's death. If the owner's
designated beneficiary is the surviving spouse of the owner, the contract may be
continued with the surviving spouse as the new owner. If the owner of the
contract is a non-natural person, then the annuitant will be treated as the
owner for purposes of applying the distribution at death rules. In addition, a
change in the annuitant on a contract owned by a non-natural person will be
treated as the death of the owner.

<PAGE>

QUALIFIED PLANS

The Contract may be used with several types of qualified plans. The income on
qualified plan and IRA investments is tax deferred and variable annuites 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.

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

INDIVIDUAL RETIREMENT ANNUITIES

Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an Individual Retirement Annuity (IRA).
Individual Retirement Annuities are subject to limitations on the amount that
can be contributed and on the time when distributions may commence. Certain
distributions from other types of qualified plans may be "rolled over" on a
tax-deferred basis into an Individual Retirement Annuity. An IRA generally may
not provide life insurance, but it may provide a death benefit that equals the
greater of the premiums paid and the Contract's Cash Value. The Contract
provides a death benefit that in certain circumstances may exceed the greater of
the payments and the Contract Value. It is possible that the death benefit could
be viewed as violating the prohibition on investment in life insurance contracts
with the result that the Contract would not be viewed as satisfying the
requirements of an IRA.

ROTH INDIVIDUAL RETIREMENT ANNUITIES

Section 408A of the Code permits eligible individuals to make nondeductible
contributions to an individual retirement program known as a Roth Individual
Retirement Annuity. Roth Individual Retirement Annuities are subject to
limitations on the amount that can be contributed and on the time when
distributions may commence. "Qualified distributions" from Roth Individual
Retirement Annuities are not includible in gross income. "Qualified
distributions" are any distributions made more than five taxable years after the
taxable year of the first contribution to the Roth Individual Retirement
Annuity, and which are made on or after the date the individual attains age 59
1/2, made to a beneficiary after the owner's death, attributable to the owner
being disabled or for a first time home purchase (first time home purchases are
subject to a lifetime limit of $10,000). "Nonqualified distributions" are
treated as made from contributions first and are includible in gross income to
the extent such distributions exceed the contributions made to the Roth
Individual Retirement Annuity. The taxable portion of a "nonqualified
distribution" may be subject to the 10% penalty tax on premature distributions.
Subject to certain limitations, a traditional Individual Retirement Account or
Annuity may be converted or "rolled over" to a Roth Individual Retirement
Annuity. The taxable portion of a conversion or rollover distribution is
includible in gross income, but is exempted from the 10% penalty tax on
premature distributions.

SIMPLIFIED EMPLOYEE PENSION PLANS

Section 408(k) of the Code allows employers to establish simplified employee
pension plans for their employees using the employees' individual retirement
annuities if certain criteria are met. Under these plans the employer may,
within specified limits, make deductible contributions on behalf of the
employees to their individual retirement annuities. Employers intending to use
the Contract in connection with such plans should seek competent advice. In
particular, employers should consider that an IRA generally may not provide life
insurance, but it may provide a death benefit that equals the greater of the
premiums paid and the contract's cash value. The Contract provides a death
benefit that in certain circumstances may exceed the greater of the payments and
the Contract Value.

SAVINGS INCENTIVE MATCH PLANS FOR EMPLOYEES (SIMPLE PLANS)

Sections 408(p) and 401(k) of the Code allow employers with 100 or fewer
employees to establish SIMPLE retirement plans for their employees. SIMPLE plans
may be structured as a SIMPLE retirement account using an employee's IRA to hold
the assets or as a Section 401(k) qualified cash or deferred arrangement. In
general, a SIMPLE plan consists of a salary deferral program for eligible
employees and matching or non-elective contributions made by employers.
Employers intending to use the Contract in conjunction with SIMPLE plans should
seek competent tax and legal advice.

TAX SHELTERED ANNUITIES

Section 403(b) of the Code permits public school employees and employees of
certain types of tax-exempt organizations (specified in Section 501(c)(3) of the
Code) to have their employers purchase annuity contracts for them, and subject
to certain limitations, to exclude the purchase payments from the employees'
gross income. An annuity contract used for a Section 403(b) plan must provide
that distributions attributable to salary reduction contributions made after
12/31/88, and all earnings on salary reduction contributions, may be made only
on or after the date the employee attains age 59 1/2, separates from service,
dies, becomes disabled or on the account of hardship (earnings on salary
reduction contributions may not be distributed for hardship). These limitations
do not apply to withdrawals where Glenbrook is directed to transfer some or all
of the Contract Value to another 403(b) plan.

<PAGE>

CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS

Sections 401(a) and 403(a) of the Code permit corporate employers to establish
various types of tax favored retirement plans for employees. The Self-Employed
Individuals Retirement Act of 1962, as amended, (commonly referred to as "H.R.
10" or "Keogh") permits self-employed individuals to establish tax favored
retirement plans for themselves and their employees. Such retirement plans may
permit the purchase of annuity contracts in order to provide benefits under the
plans.

STATE AND LOCAL GOVERNMENT AND TAX-EXEMPT ORGANIZATION DEFERRED COMPENSATION
PLANS

Section 457 of the Code permits employees of state and local governments and
tax-exempt organizations to defer a portion of their compensation without paying
current taxes. The employees must be participants in an eligible deferred
compensation plan. To the extent the Contracts are used in connection with an
eligible plan, employees are considered general creditors of the employer and
the employer as owner of the contract has the sole right to the proceeds of the
contract. Generally, under the non-natural owner rules, such Contracts are not
treated as annuity contracts for federal income tax purposes. Under these plans,
contributions made for the benefit of the employees will not be includible in
the employees' gross income until distributed from the plan. However, under a
Section 457 plan all the compensation deferred under the plan must remain solely
the property of the employer, subject only to the claims of the employer's
general creditors, until such time as made available to the employee or a
beneficiary.

<PAGE>

EXPERTS

The financial statements and the related financial statement schedule included
in this statement of additional information have been audited by ______________,
independent auditors, as stated in their reports appearing herein, and are
included in reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing.

<PAGE>

FINANCIAL STATEMENTS

The financial statements of the Variable Account and Glenbrook and the
accompanying Independent Auditors' Report appear on the pages that follow. The
financial statements of Glenbrook included herein should be considered only as
bearing upon the ability of Glenbrook to meet its obligations under the
Contracts.

The financial statements for the Variable Account included in this Statement of
Additional Information reflect assets attributable to other variable annuity
contracts offered by Glenbrook through the Variable Account.

[To be filed by amendment.]

<PAGE>
PART C
OTHER INFORMATION

24. FINANCIAL STATEMENTS AND EXHIBITS

(a) FINANCIAL STATEMENTS

To be filed by amendment.

(b) EXHIBITS

(1) Resolution of the Board of Directors of Glenbrook Life and Annuity Company
authorizing establishment of the Glenbrook Life and Annuity Company
Separate Account A (Previously filed in Post-Effective Amendment No. 1 to
this Registration Statement (File No. 033-62203) dated April 22, 1996.)

(2) Not Applicable

(3) Form of Underwriting Agreement (Previously filed in Pre-Effective Amendment
No. 1, to this Registration Statement (File No. 033-62203) dated November
22, 1996.)

(4) Form of the AIM Lifetime Plus Enhanced Choice Variable Annuity Contract
filed herewith.

(5) Form of the AIM Lifetime Plus Enhanced Choice Variable Annuity Contract
Application filed herewith.

(6)(a) Amended and Restated Articles of Incorporation and Articles of
Redomestication of Glenbrook Life and Annuity Company (Incorporated herein
by reference to Depositor's Form 10-K Annual Report dated March 30, 1999.)

(6)(b) Amended and Restated By-laws of Glenbrook Life and Annuity Company
(Incorporated herein by reference to Depositor's Form 10-K Annual Report
dated March 30, 1999.)

(7) Reinsurance Agreement between Glenbrook Life and Annuity Company and
Allstate Life Insurance Company (Previously filed in Pre-Effective
Amendment No. 1 to this Registration Statement (File No. 033-62203) dated
November 22, 1995.)

(8) Participation Agreement with AIM Variable Insurance Funds (Previously filed
in Post- Effective Amendment No. 1 this Registration Statement (File No.
033-62203) dated April 22, 1996.)

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

(10)(a) Independent Auditors' Consent*

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

(11) Not applicable

(12) Not applicable

(13) Performance Data Calculations*

(14) Not applicable

(99) Powers of Attorney for Thomas J. Wilson, II, Michael J. Velotta, John R.
Hunter, Kevin R. Slawin, Samuel H. Pilch, Sarah R. Donahue, Timothy N.
Vander Pas, Brent H. Hamann, G. Craig Whitehead filed herewith.

*To be filed by Pre-effective Amendment

25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

NAME AND PRINCIPAL POSITION AND OFFICE WITH
BUSINESS ADDRESS DEPOSITOR OF THE ACCOUNT

<S> <C>
Thomas J. Wilson, II Director, President and Chief Operating Officer
Michael J. Velotta Director, Vice President, Secretary
and General Counsel
Sarah R. Donahue Director and Assistant Vice President
Brent H. Hamann Director
John R. Hunter Director and Vice President
Kevin R. Slawin Director and Vice President
Timothy N. Vander Pas Director and Assistant Vice President
G. Craig Whitehead Director and Assistant Vice President
Marla G. Friedman Vice President
Karen C. Gardner Vice President
Samuel H. Pilch Controller
Casey J. Sylla Chief Investment Officer
James P. Zils Treasurer
A. Sales Miller Assistant Vice President, Operations
Barry S. Paul Assistant Vice President and Assistant Treasurer
C. Nelson Strom Assistant Vice President and Corporate Actuary
Joanne M. Derrig Assistant Secretary, Assistant General Counsel
and Chief Compliance Officer
Emma M. Kalaidjian Assistant Secretary
Paul N. Kierig Assistant Secretary
Mary J. McGinn Assistant Secretary
Patricia W. Wilson Assistant Treasurer

</TABLE>

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

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

Information in response to this item is incorporated herein by reference to the
Annual Report on Form 10-K, filed by The Allstate Corporation on March 28, 2000
(File No. 1-11840).

27. NUMBER OF CONTRACT OWNERS

As of the date hereof, the offering of the contracts described in this
registration statement had not commenced.

28. INDEMNIFICATION

The by-laws of both Glenbrook Life and Annuity Company (Depositor) and Allstate
Life Financial Services, Inc. (Distributor), provide for the indemnification of
its Directors, Officers and Controlling Persons, against expenses, judgements,
fines and amounts paid in settlement as incurred by such person, if such person
acted properly. No indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of a duty to the Company, unless a
court determines such person is entitled to such indemnity.

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

29. PRINCIPAL UNDERWRITERS

(a) Registrant's principal underwriter also acts as principal underwriter for
the following investment companies:

o Glenbrook Life Multi-Manager Variable Account
o Glenbrook Life and Annuity Company Variable Annuity Account
o Glenbrook Life Scudder Variable Account (A)
o Glenbrook Life Variable Life Separate Account A
o Glenbrook Life Variable Life Separate Account B
o Allstate Life Insurance Company Separate Account A
o Allstate Life of New York Separate Account A
o Glenbrook Life AIM Life Variable Separate Account A
o Allstate Financial Advisors Separate Account A

(b) The directors and principal officers of the principal underwriter are:

Name and Principal Business Positions and Offices of Each
Address of Each such Person Such Person with Underwriter

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

</TABLE>

* The principal business address of the above-named individuals is 3100 Sanders
Road, Northbrook, Illinois.

None.

30. LOCATION OF ACCOUNTS AND RECORDS

The Depositor, Glenbrook Life and Annuity Company, is located at 3100 Sanders
Road, Northbrook, Illinois 60062. The Distributor, ALFS, Inc., is located at
3100 Sanders Road, Northbrook, Illinois 60062. Each company maintains those
accounts and records required to be maintained pursuant to Section 31(a) of the
Investment Company Act and the rules promulgated thereunder.

<PAGE>

31. MANAGEMENT SERVICES

None

32. UNDERTAKINGS

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

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

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

REPRESENTATION REGARDING CONTRACT EXPENSES

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

<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Glenbook Life and Annuity Company Separate Account A, has
caused this Amendment to the Registration Statement to be signed on its behalf
by the undersigned, and its seal to be hereunto affixed, all in the Township of
Northfield, State of Illinois on the 7th day of April, 2000.

GLENBROOK LIFE AND ANNUITY COMPANY
SEPARATE ACCOUNT A
(REGISTRANT)

BY: GLENBROOK LIFE AND ANNUITY COMPANY
(DEPOSITOR)

(SEAL)

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

As required by the Securities Act of 1933, this amended Registration Statement
has been duly signed below by the following Directors and Officers of Glenbrook
Life and Annuity Company on the 7th day of April 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,
Michael J. Velotta General Counsel and Director

*/JOHN R. HUNTER Vice President and Director
John R. Hunter

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

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

*/SARAH R. DONAHUE Assistant Vice President and Director
Sarah R. Donahue

*/TIMOTHY N. VANDER PAS Assistant Vice President and Director
Timothy N. VanderPas

*/BRENT H. HAMANN Director
Brent H. Hamann

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

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

<PAGE>

EXHIBIT INDEX

EX-4 Form of Application

EX-5 Form of Contract

EX-99 Powers of Attorney for Thomas J. Wilson, II, Michael J. Velotta,
John R. Hunter, Kevin R. Slawin, Samuel H. Pilch, Sarah R. Donahue,
Timothy N. Vander Pas, Brent H. Hamann, G. Craig Whitehead

AIM LIFETIME PLUS ENHANCED CHOICE(SM) VARIABLE ANNUITY Issued by:
Glenbrook Life and Annuity Company - PO Box 94039 - Palatine, IL 60094-4039
Telephone #800-776-6978 FAX 847-402-9543 Mail Check (payable to) and
application to:
Glenbrook Life and Annuity Company PO Box 94039 - Palatine, IL 60094-4039
Send overnight mail to: Glenbrook Life and Annuity Company - 3100 Sanders
Road, Suite J4B - Northbrook, IL 60062-7154
- -------------------------------------------------------------------------------
1. Owner(s) Name______________________ __ M __ F Birthdate ___/____/__
Address________________________________________________________________ Soc.
Sec.
No._____________________ Phone No._______________________
Name_____________________________ __M __ F Birthdate____/_____/___
Address__________________________________________________________Soc. Sec. No.
_____________________Phone No. ______________________-
- -------------------------------------------------------------------------------
2. Annuitant Name_______________________ __M __ F Birthdate ___/____/__(Leave
Blank if Address_____________________________________________________Same as
Owner) Soc. Sec. No.________________ Relationship to Owner__________-
- -------------------------------------------------------------------------------
3. Beneficiary(ies) Name___________________ Relationship to Owner________
Percentage_________ Name___________________ Relationship to Owner________
Percentage_________-
- -------------------------------------------------------------------------------
4.Purchase Payment/Plan Options Choose One of the Following: Initial Purchase
Payment $___________
Choose one credit option: __ 4% initial credit; or __ 2% initial credit option
with 2% every fifth year
Choose one of the following:
__ Base Contract, No Rider; or __ Enhanced Death Benefit
Rider
- -------------------------------------------------------------------------------
Please allocate the above amount in $ or % (circle one)
to the Investment Alternatives specified below: (if available)
AIM V.I. Funds* Fixed Account (if available)
Aggressive Growth Governmnet Securities 1-Year Guarantee Period
Balanced Growth 3-Year Guarantee Period
Blue Chip Growth & Income 5-Year Guarantee Period
Capital Appreciation High Yield 7-Year Guarantee Period
Capital Development International Equity 10-Year Guarantee Period
Dent Demographic Trends Monty Market DCA Options
Diversified Income Telecommunications (Please allocate DEC below.)
Global Growth & Income Value
Global Utilities Total 100%
- -------------------------------------------------------------------------------
Dollar-Cost Averaging (DCA) Option
9-month DCA Option. Money will be transferred in equal monthly installments for
____ (1-9) months.

Please allocate the DCA Option amount to the Investment Alternatives specified
below:

AIM V.I. Funds*
Aggressive Growth % Diversified Income % High Yield %
Balanced % Global Growth & Income % International Equity %
Blue Chip % Global Utilities % Money Market %
Capital Appreciation % Government Securities % Telecommunications %
Capital Development % Growth % Value %
Dent Demographic Trends % Growth & Income % Total 100%

*Certain AIM V.I. Funds may not be available at time of purchase.
- ------------------------------------------------------------------------------
5. Replacement Information Will this annuity replace or change any existing
annuity or life insurance? ____Yes _____No(If Yes, complete the following):
Company_______________ Policy No. ______________Cost Basis Amount_____________
Policy Date _____________
- --------------------------------------------------------------------------------
6. Tax Qualified Plan ______Yes _______No (If yes, complete the following).
____Custodial IRA _____Roth IRA ________IRA Rollover____IRA/Year of
Contribution _____IRA Transfer ________Other
- --------------------------------------------------------------------------------
GLMR147

<PAGE>

7. Signature(s) I understand that if Glenbrook Life and Annuity Company
("Glenbrook") declines this application, Glenbrook will have no liability except
to return the purchase payments. I understand that any distribution from the
Fixed Account prior to the end of a Guarantee Period may be subject to a Market
Value Adjustment which may be negative or positive. I understand that annuity
values and income payments based on the investment experience of the Investment
Alternatives underlying theseparate account are variable and are not guaranteed
as to dollar amount. I have received the current prospectus for this variable
annuity.

Signed at____________(city)_______________(state) Date ______/__________/______
Owner(s)_____________________________________________________________________
Fax Number ______________________ E-mail Address _____________________
- -------------------------------------------------------------------------------
8. AGENT USE ONLY Will the annuity applied for replace or change any existing
annuity or life insurance? _________Yes ______________No Agent Name (please
print)____________________Phone No. _______________ Agent Signature
___________________________ Soc. Sec. No. ________________ Fax Number
____________________________ E-mail Address_______________Agent GA No. (Joint
Business)________________ FL License No. _______________ Client's B/D Acct. No.
_______________________ B/D Name __________________ Designation: _______A
__________B Note: Please be advised that a firm designation may override an
individual agentdesignation. If no designation is given, "A" will be the
designation.
- -------------------------------------------------------------------------------
The following states require insurance applicants to acknowledge a fraud warning
statement. Please refer to the fraud warning statement for your state as
indicated below.
- -------------------------------------------------------------------------------
1. For AR, KY, ME, NM, OH and PA: Any person who knowingly and with intent to
defraud any insurance company or other person files an application for insurance
or statement of claim containing any materially false information or conceals,
for the purpose of misleading, information concerning any fact material thereto
commits a fraudulent insurance act, which is a crime and subjects such person to
criminal and civil penaltie.
Applicant's Signature ________________________ Date ______________

- -------------------------------------------------------------------------------
2. For FL: Any person who knowingly and with intent to injure, defraud, or
deceive any insurer files a statement of claim or an application containing any
false, incomplete, or misleading information is guilty of a felony of the third
degree.
Applicant's Signature ________________________ Date ______________

- -------------------------------------------------------------------------------
3. For NJ: Any person who includes any false or misleading information on an
applicationfor an insurance policy is guilty of a felony of the third degree.
Applicant's Signature ________________________ Date ______________

- -------------------------------------------------------------------------------
4. For CO: It is unlawful to knowingly provide false, incomplete, or misleading
facts or information to an insurance company for the purpose of defrauding or
attempting to defraud the company. Penalties may include imprisonment, fines,
denial of insurance and civil damages. Any insurance company or agent of an
insurance company who knowingly provides false, incomplete, or misleading facts
or information to a policy holder or claimant for the purpose of defrauding or
attempting to defraud the policy holder or claimant with regard to a settlement
or award payable from insurance proceeds shall be reported to the Colorado
Division of Insurance within the Department of Regulatory Agencies.
Applicant's Signature ________________________ Date ______________

- --------------------------------------------------------------------------------
5. For LA: Any person who knowingly presents a false or fraudulent claim for
payment of a loss or benefit or knowingly presents false information in an
application for insurance is guilty of a crime and may be subject to fines and
confinement in prison. Applicant's Signature ________________________ Date
______________

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

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

- -------------------------------------------------------------------------------
7. For D.C.: Warning: It is a crime to provide false or misleading information
to an insurer for the purpose of defrauding the insurer or any other person.
Penalties include imprisonment and/or fines. In addition, an insurer may deny
insurance benefits if false information materially related to a claim was
provided by the applicant.
Applicant's Signature ________________________ Date ______________

GLMR147
<PAGE>
AIM LIFETIME PLUS ENHANCED CHOICE(SM) VARIABLE ANNUITY Issued by:
Glenbrook Life and Annuity Company - PO Box 94039 - Palatine, IL 60094-4039
Telephone #800-776-6978 FAX 847-402-9543 Mail Check (payable to) and
application to:
Glenbrook Life and Annuity Company PO Box 94039 - Palatine, IL 60094-4039
Send overnight mail to: Glenbrook Life and Annuity Company - 3100 Sanders
Road, Suite J4B - Northbrook, IL 60062-7154
- -------------------------------------------------------------------------------
1. Owner(s) Name______________________ __ M __ F Birthdate ___/____/__
Address________________________________________________________________ Soc.
Sec.
No._____________________ Phone No._______________________
Name_____________________________ __M __ F Birthdate____/_____/___
Address__________________________________________________________Soc. Sec. No.
_____________________Phone No. ______________________-
- -------------------------------------------------------------------------------
2. Annuitant Name_______________________ __M __ F Birthdate ___/____/__(Leave
Blank if Address_____________________________________________________Same as
Owner) Soc. Sec. No.________________ Relationship to Owner__________-
- -------------------------------------------------------------------------------
3. Beneficiary(ies) Name___________________ Relationship to Owner________
Percentage_________ Name___________________ Relationship to Owner________
Percentage_________-
- -------------------------------------------------------------------------------
4.Purchase Payment/Plan Options Choose One of the Following: Initial Purchase
Payment $___________
Choose one credit option: __ 4% initial credit; or __ 2% initial credit option
with 2% every fifth year
Choose one of the following:
__ Base Contract, No Rider; or __ Enhanced Death Benefit
Rider
- -------------------------------------------------------------------------------
Please allocate the above amount in $ or % (circle one)
to the Investment Alternatives specified below: (if available)
AIM V.I. Funds* Fixed Account (if available)
Aggressive Growth Governmnet Securities 1-Year Guarantee Period
Balanced Growth 3-Year Guarantee Period
Blue Chip Growth & Income 5-Year Guarantee Period
Capital Appreciation High Yield 7-Year Guarantee Period
Capital Development International Equity 10-Year Guarantee Period
Dent Demographic Trends Monty Market DCA Options
Diversified Income Telecommunications (Please allocate DEC below.)
Global Growth & Income Value
Global Utilities Total 100%
- -------------------------------------------------------------------------------

5. Replacement Information Will this annuity replace or change any existing
annuity or life insurance? ____Yes _____No(If Yes, complete the following):
Company_______________ Policy No. ______________Cost Basis Amount_____________
Policy Date _____________
- --------------------------------------------------------------------------------
6. Tax Qualified Plan ______Yes _______No (If yes, complete the following).
____Custodial IRA _____Roth IRA ________IRA Rollover____IRA/Year of
Contribution _____IRA Transfer ________Other
- --------------------------------------------------------------------------------
GLMR148

<PAGE>

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

GLMR148

Glenbrook Life
and Annuity Company
A Stock Company

Headquarters: 3100 Sanders Road, Northbrook, Illinois 60062-7154

Flexible Premium Deferred Variable Annuity Contract

Throughout this Contract, "you" and "your" refer to the Contract owner(s). "We",
"us" and "our" refer to Glenbrook Life and Annuity Company.

Contract Summary
This flexible premium deferred variable annuity provides a cash withdrawal
benefit and a death benefit during the Accumulation Phase and periodic income
payments beginning on the Payout Start Date during the Payout Phase.

The dollar amount of income payments or other values provided by this Contract,
when based on the investment experience of the Variable Account, will vary to
reflect the performance of the Variable Account. For amounts in the Guaranteed
Maturity Fixed Account, the withdrawal benefit, the death benefit, transfers to
other sub-accounts and any periodic income payments may be subject to a Market
Value Adjustment which may result in an upward or downward adjustment of the
amount distributed.

This Contract does not pay dividends.

The tax status of this Contract as it applies to the owner should be reviewed
each year.

PLEASE READ YOUR CONTRACT CAREFULLY.

This is a legal contract between the Contract owner and Glenbrook Life and
Annuity Company.

Return Privilege
Upon written request we will provide you with factual information regarding the
benefits and provisions contained in this Contract. If you are not satisfied
with this Contract for any reason, you may return it to us or our agent within
20 days after you receive it. We will refund any purchase payments allocated to
the Variable Account, adjusted to reflect investment gain or loss from the date
of allocation to the date of cancellation, plus any purchase payments allocated
to the Fixed Account. (Where required by state law, we will refund any purchase
payments.) 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. A refund under this return privilege excludes the actual amount
of any Credit Enhancement.

If you have any questions about your Glenbrook Life variable annuity, please
contact Glenbrook Life at (800) 776-6978.

Secretary Chairman and Chief Executive Officer

<PAGE>

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

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

THE PERSONS INVOLVED.........................................................3

ACCUMULATION PHASE...........................................................4

PAYOUT PHASE................................................................11

INCOME PAYMENT TABLES.......................................................13

GENERAL PROVISIONS..........................................................15

<PAGE>

GLMU130

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

THE PERSONS INVOLVED
- ------------------------------------------------------------------------------

Owner The person named at the time of application is the Owner of this Contract
unless subsequently changed. As Owner, you will receive any periodic income
payments, unless you have directed us to pay them to someone else.

You may exercise all rights stated in this Contract, subject to the rights of
any irrevocable Beneficiary.

You may change the Owner or Beneficiary at any time. If the Owner is a natural
person, you may change the Annuitant prior to the Payout Start Date. Once we
have received a satisfactory written request for an Owner, Beneficiary or
Annuitant change, the change will take effect as of the date you signed it. We
are not liable for any payment we make or other action we take before receiving
any written request for a change from you.

You may not assign an interest in this Contract as collateral or security for a
loan. However, you may assign periodic income payments under this Contract prior
to the Payout Start Date. We are bound by an assignment only if it is signed by
the assignor and filed with us. We are not responsible for the validity of an
assignment.

If the sole surviving Owner dies prior to the Payout Start Date, the Beneficiary
becomes the new Owner. If the sole surviving Owner dies after the Payout Start
Date, the Beneficiary becomes the new Owner and will receive any subsequent
guaranteed income payments.

If more than one person is designated as Owner:

o Owner as used in this Contract refers to all people named as Owners, unless
otherwise indicated;

o any request to exercise ownership rights must be signed by all Owners; and

o on the death of any person who is an Owner, the surviving person(s) named
as Owner will continue as Owner.

Annuitant The Annuitant is the person named on the Annuity Data Page, but may be
changed by the Owner, as described above. The Annuitant must be a living
individual. If the Annuitant dies prior to the Payout Start Date, the new
Annuitant will be:

o the youngest Owner; otherwise,

o the youngest Beneficiary.

Beneficiary The Beneficiary is the person(s) named on the Annuity Data Page, but
may be changed by the Owner, as described above. We will determine the
Beneficiary from the most recent written request we have received from you. If
you do not name a Beneficiary or if the Beneficiary named is no longer living,
the Beneficiary will be:

o your spouse if living; otherwise,

o your children equally if living; otherwise,

o your estate.

The Beneficiary may become the Owner under the circumstances described in the
Owner provision above.

<PAGE>

The Beneficiary may assign benefits under the Contract, as described above, once
they are payable to the Beneficiary. We are bound by an assignment only if it is
signed by the assignor and filed with us. We are not responsible for the
validity of an assignment.

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

ACCUMULATION PHASE
- ------------------------------------------------------------------------------

Accumulation Phase Defined The "Accumulation Phase" is the first of two phases
during your Contract. The Accumulation Phase begins on the issue date of the
Contract stated on the Annuity Data Page. This phase will continue until the
Payout Start Date unless the Contract is terminated before that date.

Contract Year "Contract Year" is the one year period beginning on the issue date
of the Contract and on each anniversary of the issue date.

Investment Alternatives The "Investment Alternatives" are the Sub-accounts of
the Variable Account and any Fixed Account Options. We reserve the right to
limit the availability of the Investment Alternatives.

Purchase Payments Purchase payments are initial and subsequent payments made by
you, and do not include any Credit Enhancement. The initial purchase payment is
shown on the Annuity Data Page. You may make subsequent purchase payments during
the Accumulation Phase. The number of purchase payments is unlimited. We may
limit the amount of each subsequent purchase payment that we will accept to a
minimum of $500 and a maximum of $1,000,000.

We will invest the purchase payments in the Investment Alternatives you select.
You may allocate any portion of your purchase payment in whole percents from 0%
to 100% or in exact dollar amounts to any of the Investment Alternatives. The
total allocation must equal 100%.

The allocation of the initial purchase payment is shown on the Annuity Data
Page. Allocation of each subsequent purchase payment will be the same as the
allocation for the most recent purchase payment unless you change the
allocation. You may change the allocation of subsequent purchase payments at any
time, without charge, simply by giving us written notice. Any change will be
effective at the time we receive the notice.

Variable Account The "Variable Account" for this Contract is the Glenbrook Life
and Annuity Company Separate Account A. This account is a separate investment
account to which we allocate assets contributed under this and certain other
contracts. These assets will not be charged with liabilities arising from any
other business we may have.

Variable Sub-accounts The Variable Account is divided into Sub-accounts. Each
Sub-account invests solely in the shares of the mutual fund underlying that
Sub-account.

Fixed Account Options The Fixed Account options are the Guarantee Periods of the
Guaranteed Maturity Fixed Account.

<PAGE>

Guaranteed Maturity Fixed Account The Guaranteed Maturity Fixed Account is
divided into Guarantee Periods. A Guarantee Period is identified by the date the
Guarantee Period begins and the duration of the Guarantee Period. You create a
Guarantee Period when:

o you make a purchase payment; or

o you select a new Guarantee Period after the prior Guarantee Period expires;
or

o you transfer an amount from an existing Sub-account of the Variable
Account, from another Guarantee Period of the Guaranteed Maturity Fixed
Account, or from any Fixed Account Options.

You must select the Guarantee Period for all purchase payments and transfers
allocated to the Guaranteed Maturity Fixed Account. If you do not select a
Guarantee Period for a purchase payment or transfer, we will assign the same
period(s) as used for the most recent purchase payment. Guarantee Periods are
offered at our discretion and may range from one to ten years. We may change the
Guarantee Periods available for future purchase payments or transfers allocated
to the Guaranteed Maturity Fixed Account.

We will mail you a notice prior to the expiration of each Guarantee Period
outlining the options available at the end of the Guarantee Period. During the
30 day period after a Guarantee Period expires you may:

o take no action and we will automatically apply the Guarantee Period value
to a Guarantee Period of the same duration as the Guarantee Period that
just expired to be established on the day the previous Guarantee Period
expired; or

o notify us to apply the Guarantee Period value to a new Guarantee Period(s)
to be established on the day the previous Guarantee Period expired; or

o notify us to apply the Guarantee Period value to any Sub-account of the
Variable Account on the day we receive the notification; or

o receive a portion of the Guarantee Period value or the entire Guarantee
Period value through a partial or full withdrawal that is not subject to a
Market Value Adjustment; however, a Withdrawal Charge and taxes may apply.
In this case, the amount withdrawn will be deemed to have been withdrawn on
the day the Guarantee Period expired.

Crediting Interest We credit interest daily to money allocated to the Fixed
Account options at a rate which compounds over one year to the interest rate we
guaranteed when the money was allocated. We will credit interest to the initial
purchase payment including Credit Enhancement allocated to any Fixed Account
Option from the issue date. We will credit interest to subsequent purchase
payments including Credit Enhancements allocated to any Fixed Account Options
from the date we receive them at a rate declared by us. We will credit interest
to transfers to the Guaranteed Maturity Fixed Account from the date the transfer
is made. The minimum guaranteed interest rate, if any, for any Fixed Account
Options is shown on the Annuity Data Page.

Transfers Prior to the Payout Start Date, you may transfer amounts between
Investment Alternatives. You may make 12 transfers per Contract Year without
charge. Each transfer after the 12th transfer in any Contract Year may be
assessed a $10 transfer fee. Transfers are subject to the following
restrictions:

o Any transfer from a Guarantee Period of the Guaranteed Maturity Fixed
Account will be subject to a Market Value Adjustment unless the transfer
occurs during the 30 day period after the Guarantee Period expires.

o We reserve the right to limit the number of transfers in any Contract Year
or to refuse any transfer request for an Owner or certain Owners if, in our
sole discretion, we believe that:

<PAGE>

o excessive trading by such Owner or Owners or a specific transfer request or
group of transfer requests may have a detrimental effect on Unit Values or
the share prices of the underlying mutual funds or would be to the
disadvantage of other Contract Owners; or

o We are informed by one or more of the underlying mutual funds that the
purchase or redemption of shares is to be restricted because of excessive
trading or a specific transfer or group of transfers is deemed to have a
detrimental effect on share prices of affected underlying mutual funds.

Such restrictions may be applied in any manner which is reasonably designed to
prevent any use of the transfer right which is considered by us to be to the
disadvantage of the other Contract Owners.

We reserve the right to waive the transfer fees and restrictions contained in
this Contract.

Contract Value On the issue date of the Contract, the "Contract Value" is equal
to the initial purchase payment plus the Credit Enhancement. After the issue
date, the "Contract Value" is equal to the sum of:

o the number of Accumulation Units you hold in each Sub-account of the
Variable Account multiplied by the Accumulation Unit Value for that
Sub-account on the most recent Valuation Date; plus

o the total value you have in any Fixed Account Options

If you withdraw the entire Contract Value, you may receive an amount greater or
less than the Contract Value because a Market Value Adjustment, a Withdrawal
Charge, and a premium tax charge may apply.

Valuation Period and Valuation Date A "Valuation Period" is the time interval
between the closing of the New York Stock Exchange on consecutive Valuation
Dates. A "Valuation Date" is any date the New York Stock Exchange is open for
trading.

Accumulation Units and Accumulation Unit Value Amounts which you allocate to a
Sub-account of the Variable Account are used to purchase Accumulation Units in
that Sub-account. The Accumulation Unit Value for each Sub-account at the end of
any Valuation Period is calculated by multiplying the Accumulation Unit Value at
the end of the immediately preceding Valuation Period by the Sub-account's Net
Investment Factor for the Valuation Period. The Accumulation Unit Values may go
up or down. Additions or transfers to a Sub-account of the Variable Account will
increase the number of Accumulation Units for that Sub-account. Withdrawals or
transfers from a Sub-account of the Variable Account will decrease the number of
Accumulation Units for that Sub-account.

Net Investment Factor For each Sub-account of the Variable Account, the "Net
Investment Factor" for a Valuation Period is (A) divided by (B), minus (C)
where:

(A) is the sum of:

(1) the net asset value per share of the mutual fund underlying the
Sub-account determined at the end of the current Valuation Period,
plus

(2) the per share amount of any dividend or capital gain distributions
made by the mutual fund underlying the Sub-account during the current
Valuation Period.

(B) is the net asset value per share of the mutual fund underlying the
Sub-account determined as of the end of the immediately preceding Valuation
Period.

(C) is the sum of the annualized Administrative Expense Charge and the
annualized Mortality and Expense Risk Charge divided by the number of days
in the current calendar year and then multiplied by the number of calendar
days in the current Valuation Period.

<PAGE>

Charges The charges for this Contract include Administrative Expense Charges,
Mortality and Expense Risk Charges, Contract Maintenance Charges, transfer
charges, and any applicable taxes. If a withdrawal is made, the Contract may
also be subject to a Withdrawal Charge and a Market Value Adjustment.

Administrative Expense Charge The annualized Administrative Expense Charge will
never be greater than 0.10%. (See Net Investment Factor for a description of how
this charge is applied.)

Mortality and Expense Risk Charge The annualized Mortality and Expense Risk
Charge will never be greater than 1.40%. (See Net Investment Factor for a
description of how this charge is applied.)

Our actual mortality and expense experience will not adversely affect the dollar
amount of variable benefits or other contractual payments or values under this
Contract.

Contract Maintenance Charge Prior to the Payout Start Date, a Contract
Maintenance Charge will be deducted from your Contract Value on each Contract
anniversary. The charge is only deducted from the Sub-accounts of the Variable
Account. The charge will be deducted on a pro-rata basis from each Sub-account
of the Variable Account. A full Contract Maintenance Charge will be deducted if
the Contract is terminated on any date other than a Contract anniversary. The
annualized charge will never be greater than $35 per Contract Year. The Contract
Maintenance Charge will be waived if total purchase payments are $50,000 or more
or if all money is allocated to the Fixed Account options on the Contract
anniversary.

After the Payout Start Date the Contract Maintenance Charge will be deducted in
equal parts from each income payment. The Contract Maintenance Charge will be
waived if the Contract Value on the Payout Start Date is $50,000 or more or if
all payments are Fixed Amount Income Payments.

Taxes Any premium tax relating to this Contract may be deducted from purchase
payments or the Contract Value when the tax is incurred or at a later time.

Withdrawal You have the right to withdraw part or all of your Contract Value at
any time during the Accumulation Phase. A withdrawal must be at least $50. If
any withdrawal reduces the Contract Value to less than $1,000, we will treat the
request as a withdrawal of the entire Contract Value. If you withdraw the entire
Contract Value, the Contract will terminate.

You must specify the Investment Alternative(s) from which you wish to make a
withdrawal. When you make a withdrawal, your Contract Value will be reduced by
the amount paid to you and any applicable Withdrawal Charge, Market Value
Adjustment, and taxes. A Contract Maintenance Charge will also be deducted if
the Contract is terminated. Any Withdrawal Charge will be waived on withdrawals
taken to satisfy IRS minimum distribution rules. This waiver is permitted only
for withdrawals which satisfy distributions resulting from this Contract.

Free Withdrawal Amount During the first Contract Year, the Free Withdrawal
Amount equals 15% of your initial purchase payment. Each subsequent Contract
Year the Free Withdrawal Amount is equal to 15% of the Contract Value as of the
beginning of that Contract Year. Each Contract Year you may withdraw the Free
Withdrawal Amount without any Withdrawal Charge or Market Value Adjustment. Any
Free Withdrawal Amount which is not withdrawn in a year may not be carried over
to increase the Free Withdrawal Amount available in a subsequent year.

Withdrawal Charge Withdrawals in excess of the Free Withdrawal Amount will be
subject to a Withdrawal Charge as follows:

<PAGE>

Payment Year: 1 2 3 4 5 6 7 8 9 and Later

Percentage: 8% 8% 7% 7% 6% 5% 4% 3% 0%

To determine the Withdrawal Charge, we assume that purchase payments are
withdrawn first, beginning with the oldest payment. When all purchase payments
have been withdrawn, additional withdrawals will not be assessed a Withdrawal
Charge.

For each purchase payment withdrawal, the "Payment Year" in the table is
measured from the date we received the purchase payment. The Withdrawal Charge
is determined by multiplying the percentage corresponding to the Payment Year
times that part of each purchase payment withdrawal that is in excess of the
Free Withdrawal Amount.

Market Value Adjustment Activities in a Guarantee Period of the Guaranteed
Maturity Fixed Account that may be subject to a Market Value Adjustment are
withdrawals in excess of the Free Withdrawal Amount, transfers, death benefits,
and amounts applied to an income plan. An activity will be subject to a Market
Value Adjustment unless:

o it occurs during the 30 day period after a Guarantee Period expires; or

o it is a transfer that is part of a Dollar Cost Averaging program.

A Market Value Adjustment is an increase or decrease in the amount reflecting
changes in the level of interest rates since the Guarantee Period was
established. As used in this provision, "Treasury Rate" means the U. S. Treasury
Note Constant Maturity yield as reported in Federal Reserve Bulletin Release
H.15. 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;

J = the Treasury Rate for a maturity equal to the Guarantee
Period for the week preceding the receipt of the withdrawal
request, death benefit request, transfer request, or Income
Payment request.

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;

An adjustment factor is determined from the following formula:

.9 x (I - J) x N

The amount subject to a Market Value Adjustment that is deducted from a
Guarantee Period of the Guaranteed Maturity Fixed Account is multiplied by the
adjustment factor to determine the amount of the Market Value Adjustment.

Any Market Value Adjustment will be waived on withdrawals taken to satisfy IRS
minimum distribution rules. This waiver is permitted only for withdrawals which
satisfy distributions resulting from this Contract.

Death of Owner If you die prior to the Payout Start Date, the new Owner will be
the surviving Owner. If there is no surviving Owner, the new Owner will be the
Beneficiary(ies). The new Owner will have the options described below.

1. If the sole new Owner is your spouse:

<PAGE>

a. Your spouse may elect, within 180 days of the date of your death, to
receive the Death Benefit described below in a lump sum.

b. Your spouse may elect, within 180 days of the date of your death, to
receive an amount equal to the Death Benefit paid out under one of the
Income Plans described in the Payout Phase section. The Payout Start
Date must be within one year of your date of death. Income Payments
must be:

i. over the life of your spouse; or

ii. for a guaranteed number of payments from 5 to 30 years but not to
exceed the life expectancy of your spouse; or

iii. Over the life of your spouse with a guaranteed number of payments
from 5 to 30 years but not to exceed the life expectancy of your
spouse.

c. If your spouse does not elect one of the options above, then your
spouse may continue the Contract in the Accumulation Phase as if the
death had not occurred. If the Contract is continued in the
Accumulation Phase, the following conditions apply:

o On the day the Contract is continued, the Contract Value will be
the Death Benefit as determined at the end of the Valuation
Period during which we received due proof of death.

o The surviving spouse may make a single withdrawal of any amount
within one year of the date of death without incurring a
Withdrawal Charge.

o Prior to the Payout Start Date, the Death Benefit of the
continued Contract will be the greater of:

o the sum of all purchase payments reduced by a withdrawal
adjustment, as defined in the Death Benefit provision; or

o the Contract Value on the date we determine the Death
Benefit; or

o the Contract Value on each Death Benefit Anniversary prior
to the date we determine the Death Benefit, increased by any
purchase payments made since that Death Benefit Anniversary
and reduced by a withdrawal adjustment, as defined in the
Death Benefit provision.

2. If the new Owner is not your spouse but is a Natural Person, then this new
Owner has the following options:

a. The new Owner may elect, within 180 days of the date of your death, to
receive the death benefit described below in a lump sum.

b. The new Owner may elect, within 180 days of the date of your death, to
receive an amount equal to the Death Benefit paid out under one of the
Income Plans described in the Payout Phase section. The Payout Start
Date must be within one year of your date of death. Income Payments
must be:

i. over the life of the new Owner; or

ii. for a guaranteed number of payments from 5 to 30 years but not to
exceed the life expectancy of the new Owner; or

iii. Over the life of the new Owner with a guaranteed number of
payments from 5 to 30 years but not to exceed the life expectancy
of the new Owner.

<PAGE>

c. The new Owner may elect to receive the Settlement Value payable
in a lump sum within 5 years of your date of death.

3. If the new Owner is a corporation or other non-Natural Person:

a. The non-natural Owner may elect, within 180 days of your death, to
receive the Death Benefit in a lump sum.

b. The non-natural Owner may elect to receive the Settlement Value
payable in a lump sum within 5 years of your date of death.

If any new Owner is a non-Natural Person, all new Owners will be considered to
be non-Natural Persons for the above purposes.

If the new Owner who is not your spouse does not make one of the above described
elections, the Settlement Value must be withdrawn by the new Owner on or before
the mandatory distribution date 5 years after your date of death. Under any of
these options, all ownership rights are available to the new Owner from the date
of your death to the date on which the Death Benefit or Settlement Value is
paid. We reserve the right to extend beyond 180 days the period when we will pay
the Death Benefit.

Death of Annuitant If the Annuitant who is not also the Owner dies prior to the
Payout Start Date, the Owner must elect an applicable option listed below. If
the option selected is 1(a) or 1(b)(ii) below, the new Annuitant will be the
youngest Owner, unless the Owner names a different Annuitant.

1. If the Owner is a Natural Person:

a. The Owner may choose to continue this Contract as if the death had not
occurred; or

b. If we receive due proof of death within 180 days of the date of the
Annuitant's death, then the Owner may alternatively choose to:

i. Receive the Death Benefit in a lump sum; or

ii. Apply the Death Benefit to an Income Plan which must begin within
one year of the date of death.

2. If the Owner is a non-Natural Person:

a. The non-natural Owner may elect, within 180 days of the Annuitant's
date of death, to receive the Death Benefit in a lump sum; or

b. The non-natural Owner 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 Owner does not make one of the above described elections, the
Settlement Value must be withdrawn by the non-natural Owner on or before the
mandatory distribution date 5 years after the Annuitant's death.

Under any of these options, all ownership rights are available to the Owner from
the date of the Annuitant's death to the date on which the Death Benefit or
Settlement Value is paid. We reserve the right to extend beyond 180 days the
period when we will pay the Death Benefit.

Death Benefit Except as defined above when the surviving spouse continues the
Contract, prior to the Payout Start Date, the Death Benefit is equal to the
greatest of the following Death Benefit alternatives:

<PAGE>

o the sum of all purchase payments reduced by a withdrawal adjustment, as
defined below; or

o the Contract Value on the date we determine the Death Benefit; or

o the amount that would have been payable in the event of a full withdrawal
of the Contract Value on the date we determine the Death Benefit; or

o the Contract Value on each Death Benefit Anniversary prior to the date we
determine the Death Benefit, increased by any purchase payments made since
that Death Benefit Anniversary and reduced by a withdrawal adjustment, as
defined below.

The first Death Benefit Anniversary is the 8th Contract anniversary. Subsequent
Death Benefit Anniversaries are those Contract anniversaries that are multiples
of 8 Contract Years, beginning with the 16th Contract anniversary. For example,
the 8th, 16th, and 24th Contract anniversaries are the first three Death Benefit
Anniversaries.

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.

We will determine the value of the Death Benefit as of the end of the Valuation
Period during which we receive a complete request for payment of the Death
Benefit. A complete request includes due proof of death.

Settlement Value The Settlement Value is the same amount that would be paid in
the event of a full withdrawal of the Contract Value. We will calculate the
Settlement Value at the end of the Valuation Period coinciding with the
requested distribution date for payment or on the mandatory distribution date of
5 years after the date of death, whichever is earlier.

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

PAYOUT PHASE
- ------------------------------------------------------------------------------

Payout Phase Defined The "Payout Phase" is the second of the two phases during
your Contract. During this phase the Contract Value adjusted by any Market Value
Adjustment and less any applicable taxes is applied to the Income Plan you
choose and is paid out as provided in that plan.

The Payout Phase begins on the Payout Start Date. It continues until we make the
last payment as provided by the Income Plan chosen.

Payout Start Date The "Payout Start Date" is the date the Contract Value
adjusted by any Market Value Adjustment and less any applicable taxes is applied
to an Income Plan. The anticipated Payout Start Date is shown on the Annuity
Data Page. You may change the Payout Start Date by writing to us at least 30
days prior to this date.

The Payout Start Date must be on or before the later of:

o the Annuitant's 90th birthday; or

o the 10th anniversary of the Contract's issue date.

<PAGE>

Income Plans An "Income Plan" is a series of payments on a scheduled basis to
you or to another person designated by you. The Contract Value on the Payout
Start Date adjusted by any Market Value Adjustment and less any applicable
taxes, will be applied to your Income Plan choice from the following list:

1. Life Income with Guaranteed Payments. We will make payments for as long as
the Annuitant lives. If the Annuitant dies before the selected number of
guaranteed payments have been made, we will continue to pay the remainder
of the guaranteed payments.

2. Joint and Survivor Life Income with Guaranteed Payments. We will make
payments for as long as either the Annuitant or joint Annuitant, named at
the time of Income Plan selection, lives. If both the Annuitant and the
joint Annuitant die before the selected number of guaranteed payments have
been made, we will continue to pay the remainder of the guaranteed
payments.

3. Guaranteed Number of Payments. We will make payments for a specified number
of months beginning on the Payout Start Date. These payments do not depend
on the Annuitant's life. The number of months guaranteed may be from 60 to
360. Income payments for less than 120 months may be subject to a
Withdrawal Charge.

We reserve the right to make available other Income Plans.

Income Payments Income payment amounts may be Variable Amount Income Payments,
Fixed Amount Income Payments, or both. The method of calculating the initial
payment is different for the two types of payments. The Contract Maintenance
Charge will be deducted in equal payments from each income payment. The Contract
Maintenance Charge will be waived if the Contract Value on the Payout Start Date
is $50,000 or more or if all payments are Fixed Amount Income Payments.

Variable Amount Income Payments Variable Amount Income Payments will vary to
reflect the performance of the Variable Account. The portion of the initial
income payment based upon a particular Variable Sub-account is determined by
applying the amount of the Contract Value in that Sub-account on the Payout
Start Date, less any applicable premium tax, to the appropriate value from the
Income Payment Table. This portion of the initial income payment is divided by
the Annuity Unit Value on the Payout Start Date for that Variable Sub-account to
determine the number of Annuity Units from that Sub-account which will be used
to determine subsequent income payments. Unless transfers are made between
Sub-accounts, each subsequent income payment from that Sub-account will be that
number of Annuity Units times the Annuity Unit Value for the Sub-account for the
Valuation Date on which the income payment is made.

Annuity Unit Value The Annuity Unit Value for each Sub-account of the Variable
Account at the end of any Valuation Period is calculated by:

o multiplying the Annuity Unit Value at the end of the immediately preceding
Valuation Period by the Sub-account's Net Investment Factor during the
period; and then

o dividing the result by 1.000 plus the assumed investment rate for the
period. The assumed investment rate is an effective annual rate of 3%. We
reserve the right to offer an assumed investment rate greater than 3%.

Fixed Amount Income Payments The income payment amount derived from any monies
allocated to the Fixed Account options during the Accumulation Phase are fixed
for the duration of the Income Plan. The Fixed Amount Income Payment is
calculated by applying the portion of the Contract Value in the Fixed Account
options on the Payout Start Date, adjusted by any Market Value Adjustment and
less any applicable premium tax, to the greater of the appropriate value from
the Income Payment Table selected or such other value as we are offering at that
time.

<PAGE>

Annuity Transfers After the Payout Start Date, no transfers may be made from the
Fixed Amount Income Payment. Transfers between Sub-accounts of the Variable
Account, or from the Variable Amount Income Payment to the Fixed Amount Income
Payment may not be made for six months after the Payout Start Date. Transfers
may be made once every six months thereafter.

Payout Terms and Conditions The income payments are subject to the following
terms and conditions:

o If the Contract Value is less than $2,000, or not enough to provide an
initial payment of at least $20, we reserve the right to:

o change the payment frequency to make the payment at least $20; or

o terminate the Contract and pay you the Contract Value adjusted by any
Market Value Adjustment and less any applicable taxes in a lump sum.

o If we do not receive a written choice of an Income Plan from you at
least 30 days before the Payout Start Date, the Income Plan will be
Life Income with Guaranteed Payments for 120 months.

o If you choose an Income Plan which depends on any person's life, we may
require:

o proof of age and sex before income payments begin; and

o proof that the Annuitant or joint Annuitant is still alive before we
make each payment.

o After the Payout Start Date, the Income Plan cannot be changed and
withdrawals cannot be made unless income payments are being made from the
Variable Account under Income Plan 3. You may terminate the income payments
being made from the Variable Account under Income Plan 3 at any time and
withdraw their value, subject to Withdrawal Charges.

o If any Owner dies during the Payout Phase, the remaining income payments
will be paid to the successor Owner as scheduled.

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

INCOME PAYMENT TABLES
- ------------------------------------------------------------------------------

The initial income payment will be at least the amount based on the adjusted age
of the Annuitant(s) and the tables below, less any federal income taxes which
are withheld. The adjusted age is the actual age on the Payout Start Date
reduced by one year for each six full years between January 1, 1983 and the
Payout Start Date. Income payments for ages and guaranteed payment periods not
shown below will be determined on a basis consistent with that used to determine
those that are shown. The Income Payment Tables are based on 3.0% interest and
the 1983a Annuity Mortality Tables.

<PAGE>

Income Plan 1 - Life Income with Guaranteed Payments for 120 Months
============================================================================================================================

Monthly Income Payment for each $1,000 Applied to this Income Plan
- ----------------------------------------------------------------------------------------------------------------------------
- ------------------- ---------------------- ---------------- ---------------------- ---------------- ------------------------

Annuitant's Annuitant's Annuitant's
Adjusted Male Female Adjusted Male Female Adjusted Male Female
Age Age Age
- ------------------- ---------------------- ---------------- ---------------------- ---------------- ------------------------
- ------------------- ---------------------- ---------------- ---------------------- ---------------- ------------------------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
35 $3.43 $3.25 49 $4.15 $3.82 63 $5.52 $4.97
36 3.47 3.28 50 4.22 3.88 64 5.66 5.09
37 3.51 3.31 51 4.29 3.94 65 5.80 5.22
38 3.55 3.34 52 4.37 4.01 66 5.95 5.35
39 3.60 3.38 53 4.45 4.07 67 6.11 5.49
40 3.64 3.41 54 4.53 4.14 68 6.27 5.64
41 3.69 3.45 55 4.62 4.22 69 6.44 5.80
42 3.74 3.49 56 4.71 4.29 70 6.61 5.96
43 3.79 3.53 57 4.81 4.38 71 6.78 6.13
44 3.84 3.58 58 4.92 4.46 72 6.96 6.31
45 3.90 3.62 59 5.02 4.55 73 7.13 6.50
46 3.96 3.67 60 5.14 4.65 74 7.31 6.69
47 4.02 3.72 61 5.26 4.75 75 7.49 6.88
48 4.08 3.77 62 5.39 4.86
=================== ====================== ================ ====================== ================ ========================

Income Plan 2 - Joint and Survivor Life Income with Guaranteed Payments for 120 Months
==============================================================================================================================

Monthly Income Payment for each $1,000 Applied to this Income Plan
- ------------------------------------------------------------------------------------------------------------------------------
- -------------------- ---------------------------------------------------------------------------------------------------------

Female Annuitant's Adjusted Age
- -------------------- ---------------------------------------------------------------------------------------------------------
- -------------------- ---------- ------------ ----------- ---------- ---------- ---------- ---------- --------- ---------------

Male
Annuitant's 35 40 45 50 55 60 65 70 75
Adjusted
Age
- -------------------- ---------- ------------ ----------- ---------- ---------- ---------- ---------- --------- ---------------
- -------------------- ---------- ---------- ---------- ---------- ----------- ---------- ------------ ----------- -------------

35 $3.09 $3.16 $3.23 $3.28 $3.32 $3.36 $3.39 $3.40 $3.42
40 3.13 3.22 3.31 3.39 3.46 3.51 3.56 3.59 3.61
45 3.17 3.28 3.39 3.50 3.60 3.69 3.76 3.81 3.85
50 3.19 3.32 3.45 3.60 3.74 3.87 3.98 4.07 4.14
55 3.21 3.35 3.51 3.68 3.87 4.06 4.23 4.37 4.48
60 3.23 3.37 3.55 3.75 3.98 4.23 4.47 4.70 4.88
65 3.24 3.39 3.57 3.80 4.07 4.37 4.71 5.04 5.34
70 3.24 3.40 3.59 3.83 4.13 4.48 4.90 5.36 5.81
75 3.25 3.41 3.61 3.86 4.17 4.56 5.04 5.61 6.22
==================== ========== ========== ========== ========== =========== ========== ============ =========== =============
</TABLE>

Income Plan 3 - Guaranteed Number of Payments
================================= ==============================================

Monthly Income Payment for each
Specified Period $1,000 Applied to this Income Plan
- --------------------------------- ----------------------------------------------
- --------------------------------- ----------------------------------------------

10 Years $9.61
11 Years 8.86
12 Years 8.24
13 Years 7.71
14 Years 7.26
15 Years 6.87
16 Years 6.53
17 Years 6.23
18 Years 5.96
19 Years 5.73
20 Years 5.51
================================= ==============================================

<PAGE>

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

GENERAL PROVISIONS
- ------------------------------------------------------------------------------

The Entire Contract The entire contract consists of this Contract, any written
application, and any endorsements and riders.

All statements made in a written application are representations and not
warranties. No statement will be used by us in defense of a claim or to void the
Contract unless it is included in a written application.

We may not modify this Contract without your consent, except to make it comply
with any changes in the Internal Revenue Code or as required by any other
applicable law. Only our officers may change this Contract. No other individual
may do this.

Incontestability We will not contest the validity of this Contract after the
issue date.

Misstatement of Age or Sex If any age or sex has been misstated, we will pay the
amounts which would have been paid at the correct age and sex.

If we find the misstatement of age or sex after the income payments begin, we
will:

o pay all amounts underpaid including interest calculated at an effective
annual rate of 6%; or

o stop payments until the total payments are equal to the corrected amount.

Annual Statement At least once a year, prior to the Payout Start Date, we will
send you a statement containing Contract Value information. We will provide you
with Contract Value information at any time upon request. The information
presented will comply with any applicable law.

Settlements We may require that this Contract be returned to us prior to any
settlement. We must receive due proof of death of the Owner or Annuitant prior
to settlement of a death claim.

Any full withdrawal or Death Benefit under this Contract will not be less than
the minimum benefits required by any statute of the state in which the Contract
is delivered.

Deferment of Payments We will pay any amounts due from the Variable Account
under this Contract within seven days, unless:

o the New York Stock Exchange is closed for other than usual weekends or
holidays, or trading on such Exchange is restricted;

o an emergency exists as defined by the Securities and Exchange Commission;
or

o the Securities and Exchange Commission permits delay for the protection of
Contract holders.

We reserve the right to postpone payments or transfers from the Fixed Account
options for up to six months. If we elect to postpone payments from the Fixed
Account for 30 days or more, we will pay interest as required by applicable law.
Any interest would be payable from the date the withdrawal request is received
by us to the date the payment is made.

<PAGE>

Variable Account Modifications We reserve the right, subject to applicable law,
to make additions to, deletions from, or substitutions for the mutual fund
shares underlying the Sub-accounts of the Variable Account. We will not
substitute any shares attributable to your interest in a Sub-account of the
Variable Account without notice to you and prior approval of the Securities and
Exchange Commission, to the extent required by the Investment Company Act of
1940, as amended.

We reserve the right to establish additional Sub-accounts of the Variable
Account, each of which would invest in shares of another mutual fund. You may
then instruct us to allocate purchase payments or transfers to such
Sub-accounts, subject to any terms set by us or the mutual fund.

In the event of any such substitution or change, we may by endorsement, make
such changes as may be necessary or appropriate to reflect such substitution or
change.

If we deem it to be in the best interests of persons having voting rights under
the contracts, the Variable Account may be operated as a management company
under the Investment Company Act of 1940, as amended or it may be deregistered
under such Act in the event such registration is no longer required.

GLMU130
<PAGE>

GLMU133
Glenbrook Life
and Annuity Company
A Stock Company

Headquarters: 3100 Sanders Road, Northbrook, Illinois 60062-7154

Flexible Premium Deferred Variable Annuity Contract

Throughout this Contract, "you" and "your" refer to the Contract owner(s). "We",
"us" and "our" refer to Glenbrook Life and Annuity Company.

This Contract does not pay dividends.

The tax status of this Contract as it applies to the owner should be reviewed
each year.

PLEASE READ YOUR CONTRACT CAREFULLY.

This is a legal contract between the Contract owner and Glenbrook Life and
Annuity Company.

If you have any questions about your Glenbrook Life variable annuity, please
contact Glenbrook Life at (800) 776-6978.

Secretary Chairman and Chief Executive Officer

<PAGE>

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

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

THE PERSONS INVOLVED.........................................................3

ACCUMULATION PHASE...........................................................4

PAYOUT PHASE................................................................11

INCOME PAYMENT TABLES.......................................................13

GENERAL PROVISIONS..........................................................15

<PAGE>

Page 3
GLMU133

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

THE PERSONS INVOLVED
- ------------------------------------------------------------------------------

You may exercise all rights stated in this Contract, subject to the rights of
any irrevocable Beneficiary.

If more than one person is designated as Owner:

o Owner as used in this Contract refers to all people named as Owners, unless
otherwise indicated;

o any request to exercise ownership rights must be signed by all Owners; and

o on the death of any person who is an Owner, the surviving person(s) named
as Owner will continue as Owner.

o the youngest Owner; otherwise,

o the youngest Beneficiary.

o your spouse if living; otherwise,

o your children equally if living; otherwise,

o your estate.

The Beneficiary may become the Owner under the circumstances described in the
Owner provision above.

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ACCUMULATION PHASE
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Contract Year "Contract Year" is the one year period beginning on the issue date
of the Contract and on each anniversary of the issue date.

Credit Enhancement A "Credit Enhancement" will be allocated to the Investment
Alternatives you selected at the time of the purchase payment. It will be
allocated among the Investment Alternatives in the same proportions as the
purchase payment. The amount of your Credit Enhancement will be the percentage
of your purchase payment indicated on the Annuity Data Page. On every fifth
Anniversary Date (e.g., 5th, 10th, 15th, etc.) you will receive an additional 2%
Credit Enhancement on your Contract Value. Each Credit Enhancement will be
allocated among the Investment Alternatives in the same proportion that the
value in each Investment Alternative currently bears to your Contract Value,
except that any portion of the Credit Enhancement corresponding to the value in
any Fixed Account Option will instead be allocated to the money market
sub-account. We do not consider Credits to be an investment in the Contract for
income tax purposes.

Variable Sub-accounts The Variable Account is divided into Sub-accounts. Each
Sub-account invests solely in the shares of the mutual fund underlying that
Sub-account.

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Fixed Account Options The Fixed Account options are the Guarantee Periods of the
Guaranteed Maturity Fixed Account.

o you make a purchase payment; or

o you select a new Guarantee Period after the prior Guarantee Period expires;
or

o you transfer an amount from an existing Sub-account of the Variable
Account, from another Guarantee Period of the Guaranteed Maturity Fixed
Account, or from any Fixed Account Options.

o notify us to apply the Guarantee Period value to a new Guarantee Period(s)
to be established on the day the previous Guarantee Period expired; or

o notify us to apply the Guarantee Period value to any Sub-account of the
Variable Account on the day we receive the notification; or

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o We reserve the right to limit the number of transfers in any Contract Year
or to refuse any transfer request for an Owner or certain Owners if, in our
sole discretion, we believe that:

o excessive trading by such Owner or Owners or a specific transfer
request or group of transfer requests may have a detrimental effect on
Unit Values or the share prices of the underlying mutual funds or
would be to the disadvantage of other Contract Owners; or

o We are informed by one or more of the underlying mutual funds that the
purchase or redemption of shares is to be restricted because of
excessive trading or a specific transfer or group of transfers is
deemed to have a detrimental effect on share prices of affected
underlying mutual funds.

Such restrictions may be applied in any manner which is reasonably designed
to prevent any use of the transfer right which is considered by us to be to
the disadvantage of the other Contract Owners.