AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 11, 2003
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FILE NO. 333-82906

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GLENROOK LIFE AND ANNUITY COMPANY

(Exact Name of Registrant)

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

3100 SANDERS ROAD, NORTHBROOK, ILLINOIS 60062
847-402-2400

(Address and Phone Number of Principal Executive 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 TO:

JOSEPH P. RATH, ESQ.
ALLSTATE LIFE INSURANCE COMPANY
ALFS, INC.
3100 SANDERS ROAD
NORTHBROOK, IL 60062

Approximate date of commencement of proposed sale to the public: The annuity
contract covered by this registration statement is to be issued promptly and
from time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /X/

AIM LIFETIME ENHANCED CHOICE/SM /VARIABLE ANNUITY

GLENBROOK LIFE AND ANNUITY COMPANY
300 N. MILWAUKEE AVE.
VERNON HILLS, IL 60061
TELEPHONE NUMBER: 1-800-776-6978 PROSPECTUS DATED MAY 1, 2003
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Glenbrook Life and Annuity Company ("GLENBROOK LIFE") is offering the AIM
Lifetime 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 20 investment alternatives ("INVESTMENT
ALTERNATIVES"). The investment alternatives include 2 fixed account options
("FIXED ACCOUNT OPTIONS") and 18 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 (SERIES I SHARES).

AIM V.I. AGGRESSIVE GROWTH FUND AIM V.I. GLOBAL UTILITIES FUND
AIM V.I. BALANCED FUND AIM V.I. GOVERNMENT SECURITIES FUND
AIM V.I. BASIC VALUE FUND AIM V.I. GROWTH FUND
AIM V.I. BLUE CHIP FUND AIM V.I. HIGH YIELD FUND
AIM V.I. CAPITAL APPRECIATION FUND AIM V.I. INTERNATIONAL GROWTH FUND **
AIM V.I. CAPITAL DEVELOPMENT FUND AIM V.I. MID CAP CORE EQUITY FUND***
AIM V.I. CORE EQUITY FUND* AIM V.I. MONEY MARKET FUND
AIM V.I. DENT DEMOGRAPHIC TRENDS FUND AIM V.I. NEW TECHNOLOGY FUND
AIM V.I. DIVERSIFIED INCOME FUND AIM V.I. PREMIER EQUITY FUND ****

*Effective May 1, 2002, the Fund changed its name from AIM V.I. Growth and
Income Fund to AIM V.I. Core Equity Fund. We have made a corresponding
change in the name of the Variable Sub-Account that invests in that Fund.

**Effective May 1, 2002, the Fund changed its name from AIM V.I. International
Equity Fund to AIM V.I. International Growth Fund. We have made a
corresponding change in the name of the Variable Sub-Account that invests in
that Fund.

***Effective May 1, 2002, the Fund changed its name from AIM V.I. Mid Cap Equity
Fund to AIM V.I. Mid Cap Core Equity Fund. We have made a corresponding
change in the name of the Variable Sub-Account that invests in that Fund.

****Effective May 1, 2002, the Fund changed its name from AIM V.I. Value Fund to
AIM V.I. Premier Equity Fund. We have made a corresponding change in the
name of the Variable Sub-Account that invests in that Fund.

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

IMPORTANT THE CONTRACTS MAY BE DISTRIBUTED THROUGH BROKER-DEALERS THAT
HAVE RELATIONSHIPS WITH BANKS OR OTHER FINANCIAL INSTITUTIONS
NOTICES 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.

WE ("Glenbrook Life") have filed a Statement of Additional Information, May 1,
2003, 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 41 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.

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

1 PROSPECTUS

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. Expenses for this Contract may be higher than a contract without
the Credit Enhancement. Over time, the amount of the Credit Enhancement may be
more than offset by the fees associated with the Credit Enhancement.

2 PROSPECTUS

TABLE OF CONTENTS
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PAGE

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OVERVIEW
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Important Terms 4
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The Contract at a Glance 5
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How the Contract Works 7
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Expense Table 8
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Financial Information 9
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CONTRACT FEATURES
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The Contract 9
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Purchases 11
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Contract Value 12
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Investment Alternatives:
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The Variable Sub-Accounts 13
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The Fixed Account Options 14
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Transfers 16
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Expenses 12
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Access To Your Money 20
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Income Payments 21
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PAGE
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Death Benefits 23
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OTHER INFORMATION
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More Information: 25
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Glenbrook Life 25
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The Variable Account 26
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The Funds 26
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The Contract 27
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Qualified Plans 27
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Legal Matters 27
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Taxes 28
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Annual Reports and Other Documents 34
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Performance Informations 34
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APPENDIX A-ACCUMULATION UNIT VALUES 35
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APPENDIX B-MARKET VALUE ADJUSTMENT EXAMPLES 39
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STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS. 41
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3 PROSPECTUS

IMPORTANT TERMS
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This prospectus uses a number of important terms that you may not be familiar
with. The index below identifies the page that describes each term. The first
use of each term in this prospectus appears in highlights.

PAGE

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Accumulation Phase 7
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Accumulation Unit 12
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Accumulation Unit Value 12
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Annuitant 10
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Automatic Additions Program 11
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Automatic Fund Rebalancing Program 17
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Beneficiary 10
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Cancellation Period 12
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*Contract 9
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Contract Anniversary 6
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Contract Owner ("You") 9
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Contract Value 5
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Contract Year 6
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Credit Enhancement 11
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Death Benefit Anniversary 23
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Dollar Cost Averaging Program 17
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Due Proof of Death 23
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Enhanced Death Benefit Rider 23
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Fixed Account Options 14
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PAGE

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Free Withdrawal Amount 18
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Funds 26
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Glenbrook Life ("We") 25
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Guarantee Periods 14
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Income Plan 21
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Investment Alternatives 13
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Issue Date 7
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Market Value Adjustment 15
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Payout Phase 7
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Payout Start Date 21
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Qualified Contract 30
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Right to Cancel 12
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SEC 34
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Settlement Value 23
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Systematic Withdrawal Program 20
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Treasury Rate 16
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Valuation Date 11
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Variable Account 26
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Variable Sub-Account 13
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* 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.

4 PROSPECTUS

THE CONTRACT AT A GLANCE
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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.
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CREDIT ENHANCEMENTS 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 (If you choose
Credit Enhancement Option 2, we will add to your
Contract Value a Credit Enhancement of 2% on every
5/TH/ Contract Anniversary during the Accumulation
Phase).
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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
applicable 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.
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EXPENSES You will bear the following expenses:

.Total Variable Account annual fees equal to 1.50% of
average daily net assets (1.70% if you select the
ENHANCED DEATH BENEFIT RIDER)

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

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

.Transfer fee of $10 after 12th transfer in any
CONTRACT YEAR (fee currently waived)

. State premium tax (if your state imposes one)

In addition, each Fund pays expenses that you will bear
indirectly if you invest in a Variable Sub- Account.
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INVESTMENT ALTERNATIVES The Contract offers 20 investment alternatives
including:

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

.18 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.
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SPECIAL SERVICES For your convenience, we offer these special services:

. AUTOMATIC PORTFOLIO REBALANCING PROGRAM

. AUTOMATIC ADDITIONS PROGRAM

. DOLLAR COST AVERAGING PROGRAM

. SYSTEMATIC WITHDRAWAL PROGRAM
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5 PROSPECTUS

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

. life income with guaranteed payments

.a joint and survivor life income with guaranteed
payments

.guaranteed payments for a specified period (5 to 30
years)
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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.
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TRANSFERS Before the PAYOUT START DATE, you may transfer your
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.
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WITHDRAWALS You may withdraw some or all of your Contract Value at
any time prior to the date income payments begin, and,
under limited circumstances, during the Payout Phase.
In general, you must withdraw at least $50 at a time.
Withdrawals taken prior to annuitization (referred to
in this prospectus as the Payout Phase) are generally
considered to come from the earnings in the Contract
first. If the Contract is tax-qualified, generally all
withdrawals are treated as distributions of earnings.
Withdrawals of earnings are taxed as ordinary income
and, if taken prior to age 59 1/2, may be subject to an
additional 10% federal tax penalty. A withdrawal charge
and MARKET VALUE ADJUSTMENT also may apply.
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6 PROSPECTUS

HOW THE CONTRACT WORKS
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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 20 investment alternatives and
generally 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 21. 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.

Issue Payout Start
Date Accumulation Phase Date Payout Phase
- ------------------------------------------------------------------------------------------------------------>

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

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 questions about how the
Contract works.

7 PROSPECTUS

EXPENSE TABLE
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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 Payment Being Withdrawn: 0 1 2 3 4 5 6 7 8
- -------------------------------------------------------------------------------------------------------------------------------

Applicable Charge: 8% 8% 7% 7% 6% 5% 4% 3% 0%
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Annual Contract Maintenance Charge $35.00**
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Transfer Fee $10.00***
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*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 DAILY NET ASSET VALUE
DEDUCTED FROM EACH VARIABLE SUB-ACCOUNT)

With Enhanced
Base Death Benefit
Contract Rider
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Mortality and Expense 1.40%* 1.60%*
Risk Charge
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Administrative Expense Charge 0.10% 0.10%
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Total Variable Account Annual Expense 1.50% 1.70%
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*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.

The next table shows the minimum and maximum total operating expenses charged by
the Funds that you may pay periodically during the time that you own the
Contract. Advisers and/or other service providers of certain Funds may have
agreed to waive their fees and/or reimburse Fund expenses in order to keep the
Funds' expenses below specified limits. The range of expenses shown in this
table does not show the effect of any such fee waiver or expense reimbursement.
More detail concerning each Fund's fees and expenses appears in the prospectus
for each Fund.

ANNUAL FUND EXPENSES
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Minimum Maximum
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Total Annual Fund
Operating
Expenses/(1)/
(expenses that are
deducted from Fund
assets, which may
include management
fees, distribution
and/or services
(12b-1) fees, and 0.67% 1.71%
other expenses)
- --------------------------------------------------------------------------------

(1) Expenses are shown as a percentage of Fund average daily net assets (before
any waiver or reimbursement) as of December 31, 2002.

EXAMPLE 1
This Example is intended to help you compare the cost of investing in the
Contracts with the cost of investing in other variable annuity contracts. These
costs include Contract owner transaction expenses, Contract fees, Variable
Account annual expenses, and Fund fees and expenses.

.. invested $10,000 in the Contract for the time periods indicated,

8 PROSPECTUS

.. earned a 5% annual return on your investment, and

.. 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, and

.. elected the Enhanced Death Benefit Option

The first line of the example assumes that the maximum fees and expenses of any
of the Funds are charged. The second line of the example assumes that the
minimum fees and expenses of any of the Funds are charged. Your actual expenses
may be higher or lower than those shown below.

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

1Year 3Years 5 Years 10 Years
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Costs Based on Maximum Annual $1,078 $1,796 $2,453 $4,183
Fund Expenses
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Costs Based on Minimum Annual $ 968 $1,466 $1,911 $3,148
Fund Expenses
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EXAMPLE 2
This Example uses the same assumptions as Example 1 above, except that it
assumes you decided not to surrender your Contract, or you began receiving
income payments for a specified period of at least 120 months, at the end of
each time period.

1Year 3Years 5Years 10Years
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Costs Based on Maximum $398 $1,208 $2,035 $4,183
Annual Fund Expenses
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Costs Based on Minimum $288 $ 880 $1,496 $3,148
Annual Fund Expenses
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PLEASE REMEMBER THAT YOU ARE LOOKING AT EXAMPLES AND NOT A REPRESENTATION OF
PAST OR FUTURE EXPENSES. YOUR RATE OF RETURN MAY BE HIGHER OR LOWER THAN 5%,
WHICH IS NOT GUARANTEED. THE EXAMPLES DO NOT ASSUME THAT ANY FUND EXPENSE
WAIVERS OR REIMBURSEMENT ARRANGEMENTS ARE IN EFFECT FOR THE PERIODS PRESENTED.
THE ABOVE EXAMPLES ASSUME THE ELECTION OF THE ENHANCED DEATH BENEFIT RIDER WITH
A MORTALITY AND EXPENSE RISK CHARGE OF 1.60%, AN ADMINISTRATIVE EXPENSE CHARGE
OF 0.10%, AND AN ANNUAL CONTRACT MAINTENANCE CHARGE OF $35. IF THE ENHANCED
DEATH BENEFIT HAD NOT BEEN ELECTED, THE EXAMPLE FIGURES SHOWN ABOVE WOULD BE
SLIGHTLY LOWER. THE ABOVE EXAMPLES ALSO ASSUME TOTAL ANNUAL FUND EXPENSES LISTED
IN THE EXPENSE TABLE WILL CONTINUE THROUGHOUT THE PERIODS SHOWN.

FINANCIAL INFORMATION
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Attached as Appendix A to this prospectus are tables showing the Accumulation
Unit Values of each Variable Sub-Account since its inception. To obtain a
fuller picture of each Variable Sub-Account's finances, please refer to the
Variable Account's financial statements contained in the Statement of Additional
Information.

The financial statements of Glenbrook Life also appear in the Statement of
Additional Information.

THE CONTRACT
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CONTRACT OWNER
The AIM Lifetime Enhanced Choice/SM/ Variable Annuity is a contract between you,
the Contract Owner, and Glenbrook Life, a life insurance company. As the
Contract Owner, you may exercise all of the rights and privileges provided to
you by the Contract. That means it is up to you to select or change (to the
extent permitted):

.. the investment alternatives during the Accumulation and Payout Phases,

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

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

9 PROSPECTUS

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

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

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

.. any other rights that the Contract provides.

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

The Contract cannot be jointly owned by both a non-natural person and a natural
person. If the Contract Owner is a Grantor Trust, the Contract Owner will be
considered a non-natural person for purposes of this section and the Death
Benefits section. The maximum age of the oldest Contract Owner cannot exceed
age 80 as of the date we receive the completed application to purchase the
Contract.

Changing ownership of this contract may cause adverse tax consequences and may
not be allowed under qualified plans. Please consult with a competent tax
advisor prior to making a request for a change of Contract Owner.

The Contract can also be purchased as part of 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 27.

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. The maximum age of the
Annuitant cannot exceed age 80 as of the date we receive the completed
application to purchase the Contract. If the Contract Owner is a natural
person, you may change the Annuitant prior to the Payout Start Date. In our
discretion, we may permit you to designate a joint Annuitant, who is a second
person on whose life income payments depend under an Income Plan, on the Payout
Start Date.

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

.. the youngest Contract Owner if living, otherwise

.. the youngest Beneficiary.

BENEFICIARY
The Beneficiary is the person who may elect to receive the death benefit or
become the new Contract Owner, subject to the Death of Owner provisions, if the
sole surviving Contract Owner dies before the Payout Start Date. (See section
titled "Death Benefits".) 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
also name one or more contingent Beneficiaries who will receive any death
benefit or guaranteed income benefit if there are no surviving primary
Beneficiaries upon the death of the sole surviving Contract Owner. 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:

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

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

.. your estate.

If more than one Beneficiary survives you, 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.

You may restrict income payments to Beneficiaries by providing us a written
request. Once we accept the written request, the change or restriction will
take effect as of the date you signed the request. Any change is subject to any
payment we make or other action we take before we accept the change.

MODIFICATION OF THE CONTRACT

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

10 PROSPECTUS

ASSIGNMENT
No owner has a right to assign any 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.

PURCHASES
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MINIMUM PURCHASE PAYMENTS
Your initial purchase payment must be at least $10,000. All subsequent purchase
payments must be $500 or more. The maximum purchase payment is $2,000,000
without prior approval. We reserve the right to reduce the minimum purchase
payment and to change the maximum purchase payment. You may make purchase
payments of at least $500 at any time prior to the Payout Start Date.

We 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 service center. 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
service center located in Vernon Hills, Illinois (mailing address P.O. Box
94038, Palatine, Illinois, 60094-4038; overnight mail: 300 North Milwaukee
Avenue, Vernon Hills, Illinois, 60061).

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.

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.

OPTION 2: Each time you make a purchase payment, we will add to your Contract
Value a Credit Enhancement equal to 2% of the purchase payment. In addition, 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

11 PROSPECTUS

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.

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 and any applicable charges that occurred from
the date of allocation through the date of cancellation. Some states may require
us to return a greater amount to you. If your contract is qualified under
Section 408 of the Internal Revenue Code, we will refund the greater of any
purchase payments or the Contract Value.

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
investment 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:

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

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

We determine 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 page
23.

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.

12 PROSPECTUS

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

You may allocate your purchase payments to up to 18 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.

SERIES I SHARES: EACH FUND SEEKS*:
- -------------------------------------------------------------------------------

AIM V.I. Aggressive Long-term growth of capital
Growth Fund**
- -------------------------------------------------------------------------------
AIM V.I. Balanced Fund As high a total return as possible, consistent with
preservation of capital
- -------------------------------------------------------------------------------
AIM V.I. Basic Value Long-term growth of capital
Fund
- -------------------------------------------------------------------------------
AIM V.I. Blue Chip Long-term growth of capital with a secondary objective
Fund of current income
- -------------------------------------------------------------------------------
AIM V.I. Capital Growth of capital
Appreciation Fund
- -------------------------------------------------------------------------------
AIM V.I. Capital Long-term growth of capital
Development Fund
- -------------------------------------------------------------------------------
AIM V.I. Core Equity Growth of capital
Fund
- -------------------------------------------------------------------------------
AIM V.I. Dent Long-term growth of capital
Demographic Trends
Fund
- -------------------------------------------------------------------------------
AIM V.I. Diversified High level of current income
Income Fund
- -------------------------------------------------------------------------------
AIM V.I. Global High total return
Utilities Fund
- -------------------------------------------------------------------------------
AIM V.I. Government High level of current income consistent with reasonable
Securities Fund concern for safety of principal
- -------------------------------------------------------------------------------
AIM V.I. Growth Fund Growth of capital
- -------------------------------------------------------------------------------
AIM V.I. High Yield High level of current income
Fund
- -------------------------------------------------------------------------------
AIM V.I. International Long-term growth of capital
Growth Fund
- -------------------------------------------------------------------------------
AIM V.I. Mid Cap Core Long-term growth of capital
Equity Fund
- -------------------------------------------------------------------------------
AIM V.I. Money Market As high a level of current income as is consistent with
Fund the preservation of capital and liquidity
- -------------------------------------------------------------------------------
AIM V.I. New Long-term growth of capital
Technology Fund
- -------------------------------------------------------------------------------
AIM V.I. Premier Long-term growth of capital with income as a secondary
Equity Fund objective
- -------------------------------------------------------------------------------

*A Fund's investment objective(s) 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
and it will be closed to new participants when Fund assets reach $200
million. During closed periods, the Fund will accept additional investments
from existing Contract Owners.

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, OBLIGATIONS OF, GUARANTEED, ENDORSED BY ANY BANK, AND
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY.

13 PROSPECTUS

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. Amounts allocated to the Fixed
Account become part of the general assets of Glenbrook Life. Allstate Life
Insurance Company invests the assets of the general account in accordance with
applicable laws governing the investment of insurance company general 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 17, 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 nominal amounts in the 9 Month Dollar Cost Averaging Account to
the Money Market Variable Sub-Account. 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.

If we do not receive allocation instructions from you within one month of the
date of the payment, the payment plus associated interest will be transferred to
the Money Market Variable Sub-Account in equal monthly installments using the
longest transfer period being offered at the time the Purchase Payment is made.

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. 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.

Each Purchase Payment or transfer allocated to a Guarantee Period must be at
least $500.

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 rates we credit will never be less than the
minimum guaranteed rate stated in the Contract.

14 PROSPECTUS

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%

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)

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 either current
or 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, if any.

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, if applicable. 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 will apply when you apply amounts
currently invested in a Guarantee Period to an Income Plan (unless applied
during the 30 day period after such Guarantee Period expires). A Market Value
Adjustment may apply in the calculation of the Settlement Value described below
in the "Death Benefit Amount" section below. We will not apply a Market Value
Adjustment to a transfer

15 PROSPECTUS

you make as part of a Dollar Cost Averaging Program. We also will not apply a
Market Value Adjustment to a withdrawal you make:

.. within the Free Withdrawal Amount as described on page 18,

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

.. 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.

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. The minimum
amount that you may transfer into a Guarantee Period is $500. 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. Central time on any Valuation Date
using the Accumulation Unit Values for the next Valuation Date. The Contract
permits us to defer transfers from the Fixed Account 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. The cut off time
for telephone transfer

16 PROSPECTUS

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, as well as
any other electronic or automated means we previously approved, 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.

TRADING LIMITATIONS
We reserve the right to limit transfers among the investment alternatives in any
Contract year, or to refuse any transfer request, if:

.. we believe, in our sole discretion, that certain trading practices, such as
excessive trading or market timing ("Prohibited Trading Practices"), by, or on
behalf of, one or more Contract 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 on the share prices of the
corresponding Fund or otherwise would be to the disadvantage of other Contract
Owners; or

.. we are informed by one or more of the Funds that they intend to restrict the
purchase, exchange, or redemption of Fund shares because of Prohibited Trading
Practices or because they believe that a specific transfer or group 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 each quarter 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

17 PROSPECTUS

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.

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, maintaining 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:

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

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

.. 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. We expect to
make a profit from this fee. However, if the charges under the Contract are not
sufficient, then Glenbrook Life 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. (See page 23.)

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. No necessary relationship exists
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 8, 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.

Beginning on January 1, 2004, if you make a withdrawal before the Payout Start
Date, we will apply the withdrawal charge percentage in effect on the date of
the

18 PROSPECTUS

withdrawal, or the withdrawal charge percentage in effect on the following day,
whichever is lower.

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

.. 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);

.. the death of the Contract Owner or Annuitant (unless the Settlement Value is
used);

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

.. 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 advisors
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 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, 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 advisor to determine the effect of a withdrawal on your taxes.

PREMIUM TAXES
Some states and other governmental entities (e.g., municipalities) charge
premium taxes or similar taxes. We are responsible for paying these taxes and
will deduct them from your Contract Value. Some of these taxes are due when the
Contract is issued, others are due when income payments begin or upon surrender.
Our current practice is not to charge anyone for these taxes until income
payments begin or when a total withdrawal occurs, including payment upon death.
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

19 PROSPECTUS

alternative in the proportion that the Contract 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.

We may receive compensation from A I M Advisors, Inc., for administrative
services we provide to the Funds.

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 21.

The amount payable upon withdrawal is the Contract Value next computed after we
receive the request for a withdrawal at our service center, 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 are named, then we will withdraw the amount proportionately
from the investment portfolios in which you are invested.

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.

Withdrawals taken prior to annuitization (referred to in this prospectus as the
Payout Phase) are generally considered to come from the earnings in the Contract
first. If the Contract is tax-qualified, generally all withdrawals are treated
as distributions of earnings. Withdrawals of earnings are taxed as ordinary
income and, if taken prior to age 59 1/2, may be subject to an additional 10%
federal tax penalty.

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.

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. Withdrawal charges may
also apply.

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.

20 PROSPECTUS

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. Before terminating any Contract whose value has been reduced by
withdrawals to less than $1,000, we would inform you in writing of our intention
to terminate your Contract and give you at least 30 days in which to make
additional purchase payment to restore your Contract's value to the contractual
minimum of $1,000. 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.

INCOME PAYMENTS
- --------------------------------------------------------------------------------

PAYOUT START DATE
You select the Payout Start Date in your application, which must be at least 30
days after the Issue Date. 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:

.. fixed income payments;

.. variable income payments; or

.. a combination of the two.

A portion of each payment will be considered taxable and the remaining portion
will be a non-taxable return of your investment in the Contract, which is also
called the "basis". Once the basis in the Contract is depleted, all remaining
payments will be fully taxable. If the Contract is tax-qualified, generally,
all payments will be fully taxable. Taxable payments taken prior to age 59 1/2,
may be subject to an additional 10% federal tax penalty.

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.

21 PROSPECTUS

Generally, you may not make withdrawals after the Payout Start Date. One
exception to this rule applies if you are receiving variable income payments
that do not depend on the life of the Annuitant (such as under Income Plan 3).
In that case you may terminate all or part of the Variable Account portion of
the income payments at any time and receive a lump sum equal to the present
value of the remaining variable payments associated with the amount withdrawn.
To determine the present value of any remaining variable income payments being
withdrawn, we use a discount rate equal to the assumed annual investment rate
that we use to complete such variable income payments. The minimum amount you
may withdraw under this feature is $1,000. 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:

.. 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

.. 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.

22 PROSPECTUS

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
non-natural Owner.

We will pay the death benefit to the new Contract Owner who is 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.

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":

.. a certified copy of a death certificate,

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

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

DEATH BENEFIT AMOUNT
Prior to the Payout Start Date, if we receive a complete request for payment of
the death benefit within 180 days of the date of death, 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 greatest of the Contract Values on each Death Benefit Anniversary prior
to the date we determine the death benefit, increased by purchase payments made
since that Death Benefit Anniversary and reduced by a withdrawal adjustment, as
defined below.

In calculating the Settlement Value, the amount in each individual Guarantee
Period may be subject to a Market Value Adjustment. A Market Value Adjustment
will apply to amounts in a Guarantee Period, unless we calculate the Settlement
Value during the 30-day period after the expiration of the Guarantee Period.
Also, the Settlement Value will reflect deduction of any applicable withdrawal
charges, contract maintenance charges, and premium taxes.

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

If we do not receive a complete request for payment of the death benefit within
180 days of the date of death, the death benefit is equal to the greater of:

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

2. the Settlement Value.

We reserve the right to extend, on a non-discriminatory basis, the 180-day
period in which the death proceeds will equal the death benefit as described
above. This right applies only to the amount payable as death proceeds and, in
no way restricts, when a claim may be filed.

A Market Value Adjustment, if any, made upon payment of a death benefit would be
positive.

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.

Where there are multiple beneficiaries, we will only value the death benefit at
the time the first beneficiary submits the necessary documentation in good
order. Any death benefit amounts attributable to any beneficiary which remain in
the investment divisions are subject to investment risk.

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.

If the oldest Contract Owner and Annuitant is less than or equal to age 80 as of
the date we receive the completed application, the Enhanced Death Benefit Rider
is an optional benefit that you may elect.

23 PROSPECTUS

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

.. we determine the death benefit, or

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

DEATH BENEFIT PAYMENTS
If the New Owner is your spouse, the New Owner may:

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

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

. the life of the New Owner;

. for a guaranteed number of payments from 5 to 50 years, but not to exceed
the life expectancy of the New Owner; or

. 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.

If your spouse does not elect one of the options above, the contract will
continue in the Accumulation Phase as if the death had not occurred. If the
contract is continued in the Accumulation Phase, the following restrictions
apply:

On the date the Contract is continued, the Contract Value will equal the
amount of the death benefit as determined as of the Valuation Date on which we
received the completed request for settlement of death benefit (the next
Valuation Date, if we receive the completed request for settlement of death
benefit after 3 p.m. Central Time). Unless otherwise instructed by the
continuing spouse, the excess, if any, of the death benefit over the Contract
Value will be allocated to the Sub-accounts of the Variable Account. This
excess will be allocated in proportion to your Contract Value in those
Sub-accounts as of the end of the Valuation Period during which we receive the
complete request for settlement of the death benefit, except that any portion
of this excess attributable to the Fixed Account Options will be allocated to
the Money Market Variable Sub-account. Within 30 days of the date the Contract
is continued, your surviving spouse may choose one of the following transfer
alternatives without incurring a transfer fee:

(i) transfer all or a portion of the excess among the Variable Sub-accounts;

(ii) transfer all or a portion of the excess into the Guarantee
Maturity Fixed Account and begin a new Guarantee Period; or

(iii) transfer all or a portion of the excess into a combination of
Variable Sub-accounts and the Guarantee Maturity Fixed Account.

Any such transfer does not count as one of the free transfers allowed each
Contract Year and is subject to any minimum allocation amount specified in
your Contract.

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

Only one spousal continuation is allowed under this Contract.

If the New Owner is not your spouse but is a natural person, the New Owner may:

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

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

. the life of the New Owner;

. for a guaranteed number of payments from 5 to 50 years, but not to exceed
the life expectancy of the New Owner;

24 PROSPECTUS

. 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.

If the New Owner does not elect one of the options above, then the New Owner
must receive the Contract Value payable within 5 years of your date of death.
The Contract Value will equal the amount of the death benefit as determined as
of the Valuation Date on which we received the completed request for settlement
of death benefit (the next Valuation Date, if we receive the completed request
for settlement of death benefit after 3:00 p.m. Central Time). Unless otherwise
instructed by the New Owner, the excess, if any, of the death benefit over the
Contract Value will be allocated to the Money Market Variable Sub-Account. The
New Owner may exercise all rights as set forth in the Transfers section during
this 5 year period.

No additional purchase payments may be added to the Contract under this
election. Withdrawal Charges will be waived for any withdrawals made during this
5 year period.

If the New Owner dies prior to the receiving all of the Contract Value, then the
New Owner's named beneficiary(ies) will receive the greater of the Settlement
Value or the remaining Contract Value. This amount must be received as a lump
sum within 5 years of the date of the original Owner's death.

We reserve the right to offer additional options upon Death of Owner.

If the New Owner is corporation, trust, or other non-natural person:

(a) The New Owner may elect to receive the death benefit in a lump sum; or

(b) If the New Owner does not elect the option above, then the New Owner
must receive the Contract Value payable within 5 years of your date of death.
On the date we receive the complete request for settlement of the death
benefit, the Contract Value under this option will be the death benefit.
Unless otherwise instructed by the New Owner, the excess, if any, of the death
benefit over the Contract Value will be allocated to the Money Market Variable
Sub-Account. The New Owner may exercise all rights as set forth in the
Transfers provision during this 5 year period.

No additional purchase payments may be added to the Contract under this
election. Withdrawal Charges will be waived during this 5 year period.

We reserve the right to offer additional options upon Death of Owner.

If any New Owner is a non-natural person, all New Owners will be considered to
be non-natural persons for the above purposes.

Under any of these options, all ownership rights, subject to any restrictions
previously placed upon the Beneficiary, are available to the New Owner from the
date of your death to the date on which the death proceeds are paid.We reserve
the right to waive the 180 day limit on a non-discriminatory basis.

DEATH OF ANNUITANT

If the Annuitant who is not also the Contract Owner dies prior to the Payout
Start Date and the Contract Owner is a natural person, then the Contract Owner
may choose to continue this Contract as if the death has not occured or if we
receive Due Proof of Death then the Contract Owner may choose to receive the
death proceeds in a lump sum or apply the death proceeds to an Income Plan which
must begin within one year of the date of death.

If the Annuitant who is not also the Contract Owner dies prior to the Payout
Start Date and the Contract Owner is a non-natural person, the following apply:

(a) The Contract owner may elect to receive the death benefit in a lump sum;
or

(b) If the Contract Owner does not elect the above option, then the Owner
must receive the contact value payable within 5 years of the Annuitant's date
of death. On the date we receive the complete request for settlement of the
death benefit, the contract value under this option will be the death benefit.
Unless otherwise instructed by the Contract Owner, the excess, if any, of the
death benefit over the Contract Value will be allocated to the Money Market
Variable Sub-Account. The Contract Owner may then exercise all rights as set
forth in the Transfers section during this 5 year period.

No additional purchase payments may be added to the Contract under this
election. Withdrawal Charges will be waived during this 5 year period.

We reserve the right to offer additional options upon Death of Annuitant.

MORE INFORMATION
- --------------------------------------------------------------------------------

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

Glenbrook Life is licensed to operate in the District of Columbia and all
jurisdictions except the state of New York. We intend to offer the Contract in
those

25 PROSPECTUS

jurisdictions in which we are licensed. Our main administrative office is
located at 3100 Sanders Road, Northbrook, Illinois 60062.

Glenbrook Life 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 capital stock issued and
outstanding of Allstate Insurance Company is owned by The Allstate Corporation.

Glenbrook Life and Allstate Life have entered into reinsurance agreements, under
which Glenbrook Life reinsures all of its business with Allstate Life. Under the
agreements, contract charges, credited interest, policy benefits and certain
expenses under all general account contracts are reinsured with Allstate Life.
Allstate Life is bound to stand behind Glenbrook Life's contractual obligations
to its policyholders. However, the obligations of Allstate Life under the
reinsurance agreements are to Glenbrook Life. Glenbrook Life continues to have
primary responsibility as the direct insurer for risks reinsured. In addition,
assets of Glenbrook Life that relate to insurance in-force, excluding Separate
Accounts assets, are transferred to Allstate Life. Therefore, the funds
necessary to support the operations of Glenbrook Life are provided by Allstate
Life and Glenbrook Life is not required to obtain additional capital to support
in-force or future business.

Several independent rating agencies regularly evaluate life insurer claims
paying ability, quality of investment portfolio and overall stability. A.M.
Best Company assigns Glenbrook Life the rating of A+ (Superior). Standard &
Poor's Insurance Rating Services assigns the rating of AA+ (very strong) to
Glenbrook Life's claims-paying ability and Moody's Investors Service assigns an
Aa2 (excellent) financial strength rating to Glenbrook Life. Glenbrook Life
shares the same ratings from these rating agencies as that of its parent,
Allstate Life, due to its reinsurance arrangements with 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 Life 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 Life.

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 Life.

The Variable Account consists of 18 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

26 PROSPECTUS

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
underlying 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 NASD.

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 8.5% 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 Life does not pay ALFS a commission for distribution of the Contracts.
The underwriting agreement with ALFS provides that we will reimburse ALFS for
any liability to Contract Owners arising out of services rendered or Contracts
issued.

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

.. issuance of the Contracts;

.. maintenance of Contract Owner records;

.. Contract Owner services;

.. calculation of unit values;

.. maintenance of the Variable Account; and

.. preparation of Contract Owner reports.

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

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

QUALIFIED PLANS
If you use the Contract 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
All matters of state law pertaining to the Contracts, including the validity of
the Contracts and Glenbrook
Life's right to issue such Contracts under state insurance law, have been passed
upon by Michael J. Velotta, General Counsel of Glenbrook Life.

27 PROSPECTUS

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

THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE. GLENBROOK
LIFE 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 GLENBROOK LIFE AND
ANNUITY COMPANY
Glenbrook Life is taxed as a life insurance company under Part I of Subchapter L
of the Internal Revenue Code (the "Code"). Since the Variable Account is not an
entity separate from Glenbrook Life, and its operations form a part of Glenbrook
Life, it will not be taxed separately. 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 Life
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 Life does not anticipate
that it will incur any federal income tax liability attributable to the Variable
Account, and therefore Glenbrook Life does not intend to make provisions for any
such taxes. If Glenbrook Life is taxed on investment income or capital gains of
the Variable Account, then Glenbrook Life may impose a charge against the
Variable Account in order to make provision for such taxes.

TAXATION OF VARIABLE 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:

.. the Contract Owner is a natural person,

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

.. Glenbrook Life 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
does not enjoy tax deferral and is taxed as ordinary income received or accrued
by the owner during the taxable year.

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) immediate
annuity 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.

GRANTOR TRUST OWNED ANNUITY. Contracts owned by a grantor trust are considered
owned by a non-natural owner. Grantor trust owned contracts receive tax
deferral as described in the Exceptions To The Non-Natural Owner Rule section.
In accordance with the Code, upon the death of the annuitant, the death benefit
must be paid. According to your Contract, the Death Benefit is paid to the
surviving Contract Owner. Since the trust will be the surviving Contract Owner
in all cases, the Death Benefit will be payable to the trust notwithstanding any
beneficiary designation on the annuity contract. A trust, including a grantor
trust, has two options for receiving any death benefits: 1) a lump sum payment;
or 2) payment deferred up to five years from date of death.

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 Life does not have control over the Portfolios or their
investments, we expect the Portfolios to meet the diversification requirements.

OWNERSHIP TREATMENT. The IRS has stated that a contract owner will be
considered the owner of separate account assets if he possesses incidents of
ownership in those assets, such as the ability to exercise investment control
over the assets. At the time the diversification regulations were issued, the
Treasury Department

28 PROSPECTUS

announced that the regulations do not provide guidance concerning circumstances
in which investor control of the separate account investments may cause a
Contract owner 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 a broader selection of 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

Life 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 full withdrawal
under a Non-Qualified Contract, the amount received will be taxable only to the
extent it exceeds the investment in the Contract.

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. The Federal tax treatment of annuity payments is
unclear in some respects. As a result, if the IRS should provide further
guidance, it is possible that the amount we calculate and report to the IRS as
taxable could be different. 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.

WITHDRAWALS AFTER THE PAYOUT START DATE. Federal tax law is unclear regarding
the taxation of any additional withdrawal received after the Payout Start Date.
It is possible that a greater or lesser portion of such a payment could be
taxable than the amount we determine.

DISTRIBUTION AT DEATH RULES. In order to be considered an annuity contract for
federal income tax purposes, the Contract must provide:

.. if any Contract Owner dies on or after the Payout 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 Contract Owner's death;

.. if any Contract Owner dies prior to the Payout Start Date, the entire interest
in the Contract will be distributed within 5 years after the date of the
Contract Owner's death. These requirements are satisfied if any portion of the
Contract Owner's interest that 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 1 year of the Contract Owner's death. If the
Contract Owner's designated Beneficiary is the surviving spouse of the
Contract Owner, the Contract may be continued with the surviving spouse as the
new Contract Owner.

.. if the Contract Owner is a non-natural person, then the Annuitant will be
treated as the Contract 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 Contract Owner.

TAXATION OF ANNUITY DEATH BENEFITS. Death Benefit amounts are included in
income as follows:

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

.. if distributed under an Income Plan, the amounts are taxed in the same manner
as annuity payments.

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:

29 PROSPECTUS

.. made on or after the date the Contract Owner attains age 59 1/2,

.. made as a result of the Contract Owner's death or becoming totally disabled,

.. made in substantially equal periodic payments over the Contract Owner's life
or life expectancy, or over the joint lives or joint life expectancies of the
Contract Owner and the Beneficiary,

.. made under an immediate annuity, or

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

You should consult a competent tax advisor to determine how these exceptions may
apply to your situation.

SUBSTANTIALLY EQUAL PERIODIC PAYMENTS. With respect to non-Qualified Contracts
using substantially equal periodic payments or immediate annuity payments as an
exception to the penalty tax on premature distributions, any additional
withdrawal or other modification of the payment stream would violate the
requirement that payments must be substantially equal. Failure to meet this
requirement would mean that the income portion of each payment received prior to
the later of 5 years or the Contract Owner's attaining age 59 1/2 would be
subject to a 10% penalty tax unless another exception to the penalty tax
applied. The tax for the year of the modification is increased by the penalty
tax that would have been imposed without the exception, plus interest for the
years in which the exception was used. You should consult a competent tax
advisor prior to taking a withdrawal.

TAX FREE EXCHANGES UNDER INTERNAL REVENUE CODE SECTION 1035. A 1035 exchange is
a tax-free exchange of a non-qualified life insurance contract, endowment
contract or annuity contract for a new non-Qualified annuity contract. The
contract owner(s) must be the same on the old and new contract. Basis from the
old contract carries over to the new contract so long as we receive that
information from the relinquishing company. If basis information is never
received, we will assume that all exchanged funds represent earnings and will
allocate no cost basis to them.

TAXATION OF OWNERSHIP CHANGES. 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 taxed as a withdrawal of such amount or portion
and may also incur the 10% penalty tax. Currently we do not allow assignments.

AGGREGATION OF ANNUITY CONTRACTS. The Code requires that all non-Qualified
deferred annuity contracts issued by Glenbrook Life (or its affiliates) to the
same Contract Owner during any calendar year be aggregated and treated as one
annuity contract for purposes of determining the taxable amount of a
distribution.

INCOME TAX WITHHOLDING
Generally, Glenbrook Life is required to withhold federal income tax at a rate
of 10% from all non-annuitized distributions. The customer may elect out of
withholding by completing and signing a withholding election form. If no
election is made, we will automatically withhold the required 10% of the taxable
amount. In certain states, if there is federal withholding, then state
withholding is also mandatory.

Glenbrook Life is required to withhold federal income tax using the wage
withholding rates for all annuitized distributions. The customer may elect out
of withholding by completing and signing a withholding election form. If no
election is made, we will automatically withhold using married with three
exemptions as the default. In certain states, if there is federal withholding,
then state withholding is also mandatory.

Election out of withholding is valid only if the customer provides a U.S.
residence address and taxpayer identification number.

Generally, Section 1441 of the Code provides that a withholding agent must
withhold 30% of the taxable amounts paid to a non-resident alien. A non-resident
alien is someone other than a U.S. citizen or resident alien. Withholding may
be reduced or eliminated by an income tax treaty between the U.S. and the
non-resident alien's country of residence if the payee provides a U.S. taxpayer
identification number on Form W-8BEN. A U.S. taxpayer identification number is a
social security number or an individual taxpayer identification number ("ITIN").
ITINs are issued by the IRS to non-resident alien individuals who are not
eligible to obtain a social security number.

TAX QUALIFIED CONTRACTS
The income on qualified plan and IRA investments is tax deferred, and the income
on variable annuities held by such plans does 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.
Contracts may be used as investments with certain qualified plans such as:

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

.. Roth IRAs under Section 408A of the Code;

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

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

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

30 PROSPECTUS

.. Corporate and Self Employed Pension and Profit Sharing Plans under Sections
401 and 403; and

.. State and Local Government and Tax-Exempt Organization Deferred Compensation
Plans under Section 457.

Glenbrook Life reserves the right to limit the availability of the Contract for
use with any of the Qualified Plans listed above or to modify the Contract to
conform with tax requirements.

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 certain transactions such as excess contributions,
premature distributions, and, distributions that do not conform to specified
commencement and minimum distribution rules. Glenbrook Life can issue an
individual retirement annuity on a rollover or transfer of proceeds from a
decedent's IRA or Qualified Plan under which the decedent's surviving spouse is
the beneficiary. Glenbrook Life does not offer an individual retirement annuity
that can accept a transfer of funds for any other, non-spousal, beneficiary of a
decedent's IRA or Qualified Plan.

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.

TAXATION OF WITHDRAWALS FROM AN INDIVIDUALLY OWNED QUALIFIED CONTRACT. If you
make a partial withdrawal under a Qualified Contract other than a Roth IRA, 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. We do not keep track of nondeductible contributions, and all tax
reporting of distributions from Qualified Contracts other than Roth IRAs will
indicate that the distribution is fully taxable.

"Qualified distributions" from Roth IRAs are not included in gross income.
"Qualified distributions" are any distributions made more than five taxable
years after the taxable year of the first contribution to any Roth IRA and which
are:

.. made on or after the date the Contract Owner attains age 59 1/2,

.. made to a beneficiary after the Contract Owner's death,

.. attributable to the Contract Owner being disabled, or

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

"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. All tax reporting of distributions from Roth
IRAs will indicate that the taxable amount is not determined.

REQUIRED MINIMUM DISTRIBUTIONS. Generally, qualified plans require minimum
distributions upon reaching age 70 1/2. Failure to withdraw the required minimum
distribution will result in a 50% tax penalty on the shortfall not withdrawn
from the Contract. Not all income plans offered under the Contract satisfy the
requirements for minimum distributions. Because these distributions are required
under the Code and the method of calculation is complex, please see a competent
tax advisor.

THE DEATH BENEFIT AND QUALIFIED CONTRACTS. Pursuant to the Code and IRS
regulations, an IRA (e.g., traditional IRA, Roth IRA, SEP IRA and SIMPLE IRA)
may not invest in life insurance contracts. However, an IRA may provide a death
benefit that equals the greater of the purchase payments or the Contract Value.
The Contract offers a death benefit that in certain circumstances may exceed the
greater of the purchase payments or the Contract Value. We believe that the
Death Benefits offered by your Contract do not constitute life insurance under
these regulations.

It is also possible that the certain death benefits that offer enhanced earnings
could be characterized as an incidental death benefit. If the death benefit were
so characterized, this could result in current taxable income to a Contract
owner. In addition, there are limitations on the amount of incidental death
benefits that may be provided under qualified plans, such as in connection with
a 403(b) plan.

Glenbrook Life reserves the right to limit the availability of the Contract for
use with any of the qualified plans listed above.

PENALTY TAX ON PREMATURE DISTRIBUTIONS FROM QUALIFIED CONTRACTS. A 10% penalty
tax applies to the taxable amount of any premature distribution from a 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:

.. made on or after the date the Contract Owner attains age 59 1/2,

.. made as a result of the Contract Owner's death or total disability,

.. made in substantially equal periodic payments over the Contract Owner's life
or life expectancy, or over the joint lives or joint life expectancies of the
Contract Owner and the Beneficiary,

.. made pursuant to an IRS levy,

.. made for certain medical expenses,

.. made to pay for health insurance premiums while unemployed (only applies for
IRAs),

.. made for qualified higher education expenses (only applies for IRAs), and

31 PROSPECTUS

.. made for a first time home purchase (up to a $10,000 lifetime limit and only
applies for IRAs).

During the first 2 years of the individual's participation in a SIMPLE IRA,
distributions that are otherwise subject to the premature distribution penalty,
will be subject to a 25% penalty tax.

You should consult a competent tax advisor to determine how these exceptions may
apply to your situation.

SUBSTANTIALLY EQUAL PERIODIC PAYMENTS ON QUALIFIED CONTRACTS. With respect to
Qualified Contracts using substantially equal periodic payments as an exception
to the penalty tax on premature distributions, any additional withdrawal or
other modification of the payment stream would violate the requirement that
payments must be substantially equal. Failure to meet this requirement would
mean that the income portion of each payment received prior to the later of 5
years or the taxpayer's attaining age 59 1/2 would be subject to a 10% penalty
tax unless another exception to the penalty tax applied. The tax for the year of
the modification is increased by the penalty tax that would have been imposed
without the exception, plus interest for the years in which the exception was
used. You should consult a competent tax advisor prior to taking a withdrawal.

INCOME TAX WITHHOLDING ON QUALIFIED CONTRACTS. Generally, Glenbrook Life is
required to withhold federal income tax at a rate of 10% from all non-annuitized
distributions that are not considered "eligible rollover distributions." The
customer may elect out of withholding by completing and signing a withholding
election form. If no election is made, we will automatically withhold the
required 10% from the taxable amount. In certain states, if there is federal
withholding, then state withholding is also mandatory. Glenbrook Life 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:

.. required minimum distributions, or,

.. a series of substantially equal periodic payments made over a period of at
least 10 years, or,

.. a series of substantially equal periodic payments made over the life (joint
lives) of the participant (and beneficiary), or,

.. hardship distributions.

For all annuitized distributions that are not subject to the 20% withholding
requirement, Glenbrook Life is required to withhold federal income tax using the
wage withholding rates. The customer may elect out of withholding by completing
and signing a withholding election form. If no election is made, we will
automatically withhold using married with three exemptions as the default. In
certain states, if there is federal withholding, then state withholding is also
mandatory.

Election out of withholding is valid only if the customer provides a U.S.
residence address and taxpayer identification number.

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.

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.

Subject to certain limitations, a traditional Individual Retirement Account or
Annuity may be converted or "rolled over" to a Roth Individual Retirement
Annuity. The income portion of a conversion or rollover distribution is taxable
currently, but is exempted from the 10% penalty tax on premature distributions.

ANNUITIES HELD BY INDIVIDUAL RETIREMENT ACCOUNTS (COMMONLY KNOWN AS CUSTODIAL
IRAS)

Internal Revenue Code Section 408 permits a custodian or trustee of an
Individual Retirement Account to purchase an annuity as an investment of the
Individual Retirement Account. If an annuity is purchased inside of an
Individual Retirement Account, then the Annuitant must be the same as the
beneficial owner of the Individual Retirement Account.

Generally, the death benefit of an annuity held in an Individual Retirement
Account must be paid upon the death of the Annuitant. However, in most states,
the Contract permits the custodian or trustee of the Individual Retirement
Account to continue the Contract

32 PROSPECTUS

in the accumulation phase, with the Annuitant's surviving spouse as the new
Annuitant, if the following conditions are met:

1) The custodian or trustee of the Individual Retirement Account is the owner of
the annuity and has the right to the death proceeds otherwise payable under
the annuity contract;

2) The deceased Annuitant was the beneficial owner of the Individual Retirement
Account;

3) We receive a complete request for settlement for the death of the Annuitant;
and

4) The custodian or trustee of the Individual Retirement Account provides us
with a signed certification of the following:

(a) The Annuitant's surviving spouse is the sole beneficiary of the Individual
Retirement Account;

(b) The Annuitant's surviving spouse has elected to continue the Individual
Retirement Account as his or her own Individual Retirement Account; and

(c) The custodian or trustee of the Individual Retirement Account has
continued the Individual Retirement Account pursuant to the surviving spouse's
election.

SIMPLIFIED EMPLOYEE PENSION PLANS. Section 408(k) of the Code allows eligible
employers to establish simplified employee pension plans for their employees
using individual retirement annuities. Under these plans the employer may,
within specified limits, make deductible contributions on behalf of the
employees to the individual retirement annuities. Employers intending to use the
Contract in connection with such plans should seek competent tax advice.

SAVINGS INCENTIVE MATCH PLANS FOR EMPLOYEES (SIMPLE PLANS). Sections 408(p) and
401(k) of the Code allow eligible 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 IRA 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 nonelective
contributions made by employers. Employers intending to use the Contract in
conjunction with SIMPLE plans should seek competent tax and legal advice.

TO DETERMINE IF YOU ARE ELIGIBLE TO CONTRIBUTE TO ANY OF THE ABOVE LISTED IRAS
(TRADITIONAL, ROTH, SEP, OR SIMPLE), PLEASE REFER TO IRS PUBLICATION 590 AND
YOUR COMPETENT TAX ADVISOR.

TAX SHELTERED ANNUITIES. 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 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

.. incurs a hardship (earnings on salary reduction contributions may not be
distributed on account of hardship).

These limitations do not apply to withdrawals where Glenbrook Life is directed
to transfer some or all of the Contract Value to another 403(b) plan.
Generally, we do not accept Employee Retirement Income Security Act of 1974
(ERISA) funds in 403(b) contracts.

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. Self-employed individuals may
establish tax favored retirement plans for themselves and their employees. Such
retirement plans (commonly referred to as "H.R.10" or "Keogh") may permit the
purchase of annuity contracts.

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. In eligible governmental plans, all assets and income must be
held in a trust/ custodial account/annuity contract for the exclusive benefit of
the participants and their beneficiaries. To the extent the Contracts are used
in connection with a non-governmental 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. Under eligible 457 plans,
contributions made for the benefit of the employees will not be includible in
the employees' gross income until distributed from the plan.

33 PROSPECTUS

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

Glenbrook Life's annual report on Form 10-K for the year ended December 31, 2002
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).

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. However, any total return figures that reflect the Credit
Enhancement will also reflect applicable withdrawal charges to the extent
required. 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.

34 PROSPECTUS

APPENDIX A ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING
FOR EACH VARIABLE SUB-ACCOUNT SINCE CONTRACTS WERE FIRST OFFERED*

(WITHOUT THE ENHANCED DEATH BENEFIT OPTION)
- --------------------------------------------------------------------------------

For the period beginning January 1 and ending December 31, 2000 2001 2002

AIM V.I. AGGRESSIVE GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 9.060 $ 6.606
Accumulation Unit Value, End of Period $ 9.060 $ 6.606 $ 5.032
Number of Units Outstanding, End of Period 389,663 551,768 457,201
AIM V.I. BALANCED SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 9.649 $ 8.429
Accumulation Unit Value, End of Period $ 9.649 $ 8.429 $ 6.883
Number of Units Outstanding, End of Period 151,194 571,674 471,144
AIM V.I. BASIC VALUE SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period -- $ 10.000 $ 11.198
Accumulation Unit Value, End of Period -- $ 11.198 $ 8.589
Number of Units Outstanding, End of Period -- 133,916 183,666
AIM V.I. BLUE CHIP SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.662 $ 6.769
Accumulation Unit Value, End of Period $ 8.662 $ 6.769 $ 4.924
Number of Units Outstanding, End of Period 313,504 702,442 547,287
AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.583 $ 6.494
Accumulation Unit Value, End of Period $ 8.583 $ 6.494 $ 4.839
Number of Units Outstanding, End of Period 441,786 654,158 599,023
AIM V.I. CAPITAL DEVELOPMENT SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 10.042 $ 9.102
Accumulation Unit Value, End of Period $ 10.042 $ 9.102 $ 7.051
Number of Units Outstanding, End of Period 140,704 190,385 171,689
AIM V.I. CORE EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.572 $ 6.523
Accumulation Unit Value, End of Period $ 8.572 $ 6.523 $ 5.425
Number of Units Outstanding, End of Period 423,580 984,816 739,907
AIM V.I. DENT DEMOGRAPHIC TRENDS SUB ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.296 $ 5.570
Accumulation Unit Value, End of Period $ 8.296 $ 5.570 $ 3.720
Number of Units Outstanding, End of Period 183,039 408,067 313,942
AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 10.215 $ 10.435
Accumulation Unit Value, End of Period $ 10.215 $ 10.435 $ 10.516
Number of Units Outstanding, End of Period 15,212 136,509 112,809
AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 9.489 $ 6.744
Accumulation Unit Value, End of Period $ 9.489 $ 6.744 $ 4.947
Number of Units Outstanding, End of Period 70,293 189,753 157,786
AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 10.674 $ 11.201
Accumulation Unit Value, End of Period $ 10.674 $ 11.201 $ 12.093
Number of Units Outstanding, End of Period 51,825 283,296 417,316
AIM V.I. GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 7.674 $ 5.003
Accumulation Unit Value, End of Period $ 7.674 $ 5.003 $ 3.402
Number of Units Outstanding, End of Period 531,356 962,857 794,164

35 PROSPECTUS

AIM V.I. HIGH YIELD AUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.461 $ 7.927
Accumulation Unit Value, End of Period $ 8.461 $ 7.927 $ 7.353
Number of Units Outstanding, End of Period 38,455 102,883 85,729
AIM V.I. INTERNATIONAL GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.424 $ 6.352
Accumulation Unit Value, End of Period $ 8.424 $ 6.352 $ 5.277
Number of Units Outstanding, End of Period 108,706 304,110 270,186
AIM V.I. MID CAP CORE EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period -- $ 10.000 $ 11.355
Accumulation Unit Value, End of Period -- $ 11.355 $ 9.944
Number of Units Outstanding, End of Period -- 84,764 118,309
AIM V.I. MONEY MARKET SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 10.248 $ 10.473
Accumulation Unit Value, End of Period $ 10.248 $ 10.473 $ 10.439
Number of Units Outstanding, End of Period 237,482 753,380 740,766
AIM V.I. NEW TECHNOLOGY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 7.018 $ 3.635
Accumulation Unit Value, End of Period $ 7.018 $ 3.635 $ 1.965
Number of Units Outstanding, End of Period 183,046 372,705 318,900
AIM V.I. PREMIER EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.531 $ 7.356
Accumulation Unit Value, End of Period $ 8.531 $ 7.356 $ 5.054
Number of Units Outstanding, End of Period 425,613 870,450 598,998

* The Contracts were first offered for sale on June 15, 2000. The Accumulation
Unit Values in this table reflect a mortality and expense risk charge of 1.40%
and an administrative charge of 0.10%. All of the Variable Sub-accounts were
first offered under the Contracts on June 15, 2000, except the Basic Value and
Mid Cap Core Equity Sub-Accounts which commenced operations on October 1, 2001.

36 PROSPECTUS

ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH
VARIABLE SUB-ACCOUNT SINCE CONTRACTS WERE FIRST OFFERED*

(WITH THE ENHANCED DEATH BENEFIT OPTION)
- --------------------------------------------------------------------------------

For the period beginning January 1 and ending December 31, 2000 2001 2002
- --------------------------------------------------------------------------------------------

AIM V.I. AGGRESSIVE GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 9.070 $ 6.585
Accumulation Unit Value, End of Period $ 9.070 $ 6.585 $ 5.006
Number of Units Outstanding, End of Period 411,440 524,922 470,210
- --------------------------------------------------------------------------------------------
AIM V.I. BALANCED SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 9.661 $ 8.402
Accumulation Unit Value, End of Period $ 9.661 $ 8.402 $ 6.848
Number of Units Outstanding, End of Period 270,990 360,436 344,921
- --------------------------------------------------------------------------------------------
AIM V.I. BASIC VALUE SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period -- $ 10.000 $ 11.193
Accumulation Unit Value, End of Period -- $ 11.193 $ 8.567
Number of Units Outstanding, End of Period -- 26,636 97,456
- --------------------------------------------------------------------------------------------
AIM V.I. BLUE CHIP SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.872 $ 6.748
Accumulation Unit Value, End of Period $ 8.872 $ 6.748 $ 4.898
Number of Units Outstanding, End of Period 445,206 513,533 408,829
- --------------------------------------------------------------------------------------------
AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.593 $ 6.473
Accumulation Unit Value, End of Period $ 8.593 $ 6.473 $ 4.814
Number of Units Outstanding, End of Period 600,559 627,355 519,224
- --------------------------------------------------------------------------------------------
AIM V.I. CAPITAL DEVELOPMENT SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 10.053 $ 9.073
Accumulation Unit Value, End of Period $ 10.053 $ 9.073 $ 7.015
Number of Units Outstanding, End of Period 137,269 211,633 187,355
- --------------------------------------------------------------------------------------------
AIM V.I. CORE EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.582 $ 6.503
Accumulation Unit Value, End of Period $ 8.582 $ 6.503 $ 5.397
Number of Units Outstanding, End of Period 581,861 646,554 548,184
- --------------------------------------------------------------------------------------------
AIM V.I. DENT DEMOGRAPHIC TRENDS SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.306 $ 5.552
Accumulation Unit Value, End of Period $ 8.306 $ 5.552 $ 3.701
Number of Units Outstanding, End of Period 307,107 280,377 227,509
- --------------------------------------------------------------------------------------------
AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 10.226 $ 10.402
Accumulation Unit Value, End of Period $ 10.226 $ 10.402 $ 10.462
Number of Units Outstanding, End of Period 35,591 42,160 59,505
- --------------------------------------------------------------------------------------------
AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 9.500 $ 6.723
Accumulation Unit Value, End of Period $ 9.500 $ 6.723 $ 4.922
Number of Units Outstanding, End of Period 132,479 85,180 65,367
- --------------------------------------------------------------------------------------------
AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 10.686 $ 11.166
Accumulation Unit Value, End of Period $ 10.686 $ 11.166 $ 12.031
Number of Units Outstanding, End of Period 53,147 151,273 257,473
- --------------------------------------------------------------------------------------------
AIM V.I. GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 7.682 $ 4.987
Accumulation Unit Value, End of Period $ 7.682 $ 4.987 $ 3.384
Number of Units Outstanding, End of Period 717,048 689,131 551,105
- --------------------------------------------------------------------------------------------

37 PROSPECTUS

AIM V.I. HIGH YIELD SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.471 $ 7.902
Accumulation Unit Value, End of Period $ 8.471 $ 7.902 $ 7.315
Number of Units Outstanding, End of Period 38,365 184,805 143,847
- --------------------------------------------------------------------------------------------
AIM V.I. INTERNATIONAL GROWTH SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.434 $ 6.332
Accumulation Unit Value, End of Period $ 8.434 $ 6.332 $ 5.250
Number of Units Outstanding, End of Period 186,040 158,174 152,158
- --------------------------------------------------------------------------------------------
AIM V.I. MID CAP CORE EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period -- $ 10.000 $ 11.350
Accumulation Unit Value, End of Period -- $ 11.350 $ 9.19
Number of Units Outstanding, End of Period -- 84,764 27,539
- --------------------------------------------------------------------------------------------
AIM V.I. MONEY MARKET SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 10.260 $ 10.440
Accumulation Unit Value, End of Period $ 10.260 $ 10.440 $ 10.385
Number of Units Outstanding, End of Period 271,190 684,007 578,221
- --------------------------------------------------------------------------------------------
AIM V.I. NEW TECHNOLOGY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 7.026 $ 3.624
Accumulation Unit Value, End of Period $ 7.026 $ 3.624 $ 1.955
Number of Units Outstanding, End of Period 303,087 365,448 313,891
- --------------------------------------------------------------------------------------------
AIM V.I. PREMIER EQUITY SUB-ACCOUNT
Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.541 $ 7.333
Accumulation Unit Value, End of Period $ 8.541 $ 7.333 $ 5.028
Number of Units Outstanding, End of Period 531,658 757,698 649,319
- --------------------------------------------------------------------------------------------

* The Contracts, including the Enhanced Death Benefit Rider, were first offered
for sale on June 15, 2000. The Accumulation Unit Values in this table reflect a
mortality and expense risk charge of 1.60% and an administrative charge of
0.10%. All of the Variable Sub-accounts were first offered under the Contracts
on June 15, 2000, except the Basic Value and Mid Cap Core Equity Sub-Accounts
which commenced operations on October 1, 2001.

38 PROSPECTUS

APPENDIX B 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. "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 (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.

39 PROSPECTUS

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

Purchase Payment: $10,000 (Credit Enhancement of $400 allocated to Money Market
Variable Sub-Account)

(Option 1: 4% up front): 10,000 allocated to a Guarantee Period Guarantee
Period: 5 years

Treasury Rate (at the time the Guarantee Period was established): 4.50%

Assumed Net Annual Earnings Rate in Money Market Variable Sub-Account: 4.50%

Full Surrender: End of Contract Year 3

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

EXAMPLE 1 (ASSUME DECLINING INTEREST RATES)

Step 1. Calculate Contract $10,000.00 x (1.04)/ / x (1.045)/3 /=
Value at End of Contract Year $11,868.13
3:
Step 2. Calculate the Free 15% x $10,000.00 x (1.04) x (1.045)/2 /=
Withdrawal Amount: $1,703.56
Step 3. Calculate the = .07 x ($10,000.00 - $1,703.56) = $580.75
Withdrawal Charge:
Step 4. Calculate the Market I = 4.50%
Value Adjustment: J = 4.20%
N = 730 days = 2
--------
365 days

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 ($11,868.13 - $1,703.56) = $54.89

Step 5. Calculate the amount
received by a Contract Owner
as a result of full
withdrawal at the end of
Contract Year 3: $11,868.13 - $580.75 + $54.89 = $11,342.27

EXAMPLE 2: (ASSUMES RISING INTEREST RATES)

Step 1. Calculate Contract Value at End $10,000.00 X (1.04) X (1.045)3 =
of Contract Year 3: $11,868.13

Step 2. Calculate the Free Withdrawal 15% X $10,000.00 X (1.04) X (1.045)2
Amount: = $1,703.56
Step 3. Calculate the Withdrawal Charge: = .07 X ($10,000.00 - $1,703.56) =
$580.75
Step 4. Calculate the Market Value I = 4.50%
Adjustment: J = 4.80%
N = 730 days = 2
--------
365 days

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 ($11,868.13 - $1,703.56)
= $(54.89)

Step 5. Calculate the amount received by $11,868.13 - $580.75 - $54.89 =
a Contract Owner as a result of full $11,232.49
withdrawal at the end of Contract Year
3:

40 PROSPECTUS

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

- --------------------------------------------------------------------------------
DESCRIPTION
- --------------------------------------------------------------------------------
ADDITIONS, DELETIONS, OR SUBSTITUTIONS OF INVESTMENTS
- --------------------------------------------------------------------------------
THE CONTRACTS
- --------------------------------------------------------------------------------
Purchases
- --------------------------------------------------------------------------------
Tax-free Exchanges (1035 Exchanges, Rollovers and Transfers)
- --------------------------------------------------------------------------------
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
CALCULATION OF ACCUMULATION UNIT VALUE
- --------------------------------------------------------------------------------
GENERAL MATTERS
- --------------------------------------------------------------------------------
Incontestability
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
DESCRIPTION
- --------------------------------------------------------------------------------
Settlements
- --------------------------------------------------------------------------------
Safekeeping of the Variable Account's Assets
- --------------------------------------------------------------------------------
Premium Taxes
- --------------------------------------------------------------------------------
Tax Reserves
- --------------------------------------------------------------------------------
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.

41 PROSPECTUS

AIM LIFETIME PLUS/SM/ II VARIABLE ANNUITY

GLENBROOK LIFE AND ANNUITY COMPANY
300 N. MILWAUKEE AVE.
VERNON HILLS, IL. 60061
TELEPHONE NUMBER: 1-800-776-6978 PROSPECTUS DATED MAY 1, 2003
-------------------------------------------------------------------------------
Glenbrook Life and Annuity Company ("GLENBROOK LIFE") is offering the AIM
Lifetime Plus/SM/ II 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 21 investment alternatives ("INVESTMENT
ALTERNATIVES"). The investment alternatives include 3 fixed account options
("FIXED ACCOUNT OPTIONS") and 18 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 (SERIES I SHARES):

AIM V.I. AGGRESSIVE GROWTH FUND AIM V.I. GLOBAL UTILITIES FUND
AIM V.I. BALANCED FUND AIM V.I. GOVERNMENT SECURITIES FUND
AIM V.I. BASIC VALUE FUND AIM V.I. GROWTH FUND
AIM V.I. BLUE CHIP FUND AIM V.I. HIGH YIELD FUND
AIM V.I. CAPITAL APPRECIATION FUND AIM V.I. INTERNATIONAL GROWTH FUND**
AIM V.I. CAPITAL DEVELOPMENT FUND AIM V.I. MID CAP CORE EQUITY FUND ***
AIM V.I. CORE EQUITY FUND* AIM V.I. MONEY MARKET FUND
AIM V.I. DENT DEMOGRAPHIC TRENDS FUND AIM V.I. NEW TECHNOLOGY FUND
AIM V.I. DIVERSIFIED INCOME FUND AIM V.I. PREMIER EQUITY FUND****

*Effective May 1, 2002, the Fund changed its name from AIM V.I. Growth and
Income Fund to AIM V.I. Core Equity Fund. We have made a corresponding change
in the name of the Variable Sub-Account that invests in that Fund.

**Effective May 1, 2002, the Fund changed its name from AIM V.I. International
Equity Fund to AIM V.I. International Growth Fund. We have made a corresponding
change in the name of the Variable Sub-Account that invests in that Fund.

***Effective May 1, 2002, the Fund changed its name from AIM V.I. Mid Cap Equity
Fund to AIM V.I. Mid Cap Core Equity Fund. We have made a corresponding change
in the name of the Variable Sub-Account that invests in that Fund.

****Effective May 1, 2002, the Fund changed its name from AIM V.I. Value Fund to
AIM V.I. Premier Equity Fund. We have made a corresponding change in the name
of the Variable Sub-Account that invests in that Fund.

WE (Glenbrook Life) have filed a Statement of Additional Information, dated May
1, 2003, 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 47 of this prospectus. For a free copy, please write or call us at the
address or telephone number above, or go to the SEC's Web site (http://
www.sec.gov). You can find other information and documents about us, including
documents that are legally part of this prospectus, at the SEC's Web site.

THE CONTRACTS MAY BE DISTRIBUTED THROUGH BROKER-DEALERS THAT
IMPORTANT HAVE RELATIONSHIPS WITH BANKS OR OTHER FINANCIAL INSTITUTIONS
OR BY EMPLOYEES OF SUCH BANKS. HOWEVER, THE CONTRACTS ARE NOT
NOTICES 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.

WE ARE NO LONGER OFFERING THE CONTRACTS FOR SALE.

1 PROSPECTUS

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

PAGE

- --------------------------------------------------------------------------------
OVERVIEW
- --------------------------------------------------------------------------------
Important Terms 3
- --------------------------------------------------------------------------------
The Contract at a Glance 4
- --------------------------------------------------------------------------------
How the Contract Works 6
- --------------------------------------------------------------------------------
Expense Table 7
- --------------------------------------------------------------------------------
Financial Information 10
- --------------------------------------------------------------------------------
CONTRACT FEATURES
- --------------------------------------------------------------------------------
The Contract 10
- --------------------------------------------------------------------------------
Purchases 11
- --------------------------------------------------------------------------------
Contract Value 12
- --------------------------------------------------------------------------------
Investment Alternatives 13
- --------------------------------------------------------------------------------
The Variable Sub-Accounts 13
- --------------------------------------------------------------------------------
The Fixed Account Options 14
- --------------------------------------------------------------------------------
Transfers 16
- --------------------------------------------------------------------------------
Expenses 18
- --------------------------------------------------------------------------------
Access To Your Money 20
- --------------------------------------------------------------------------------
Income Payments 21
- --------------------------------------------------------------------------------

PAGE
- --------------------------------------------------------------------------------
Death Benefits 23
- --------------------------------------------------------------------------------
OTHER INFORMATION
- --------------------------------------------------------------------------------
More Information: 27
- --------------------------------------------------------------------------------
Glenbrook Life 27
- --------------------------------------------------------------------------------
The Variable Account Information 28
- --------------------------------------------------------------------------------
The Funds 28
- --------------------------------------------------------------------------------
The Contract 28
- --------------------------------------------------------------------------------
Qualified Plans 29
- --------------------------------------------------------------------------------
Legal Matters 29
- --------------------------------------------------------------------------------
Taxes 30
- --------------------------------------------------------------------------------
Annual Reports and Other Documents 36
- --------------------------------------------------------------------------------
Performance Information 36
- --------------------------------------------------------------------------------
APPENDIX A-ACCUMULATION UNIT VALUES 37
- --------------------------------------------------------------------------------
APPENDIX B-MARKET VALUE ADJUSTMENT EXAMPLES 45
- --------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS 47
- --------------------------------------------------------------------------------

2 PROSPECTUS

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

PAGE

- --------------------------------------------------------------------------------
Accumulation Phase 6
- --------------------------------------------------------------------------------
Accumulation Unit 12
- --------------------------------------------------------------------------------
Accumulation Unit Value 12
- --------------------------------------------------------------------------------
Annuitant 10
- --------------------------------------------------------------------------------
Automatic Additions Program 11
- --------------------------------------------------------------------------------
Automatic Fund Rebalancing Program 17
- --------------------------------------------------------------------------------
Beneficiary 10
- --------------------------------------------------------------------------------
Cancellation Period 4
- --------------------------------------------------------------------------------
*Contract 1, 28
- --------------------------------------------------------------------------------
Contract Anniversary 5
- --------------------------------------------------------------------------------
Contract Owner ("You") 10
- --------------------------------------------------------------------------------
Contract Value 5, 12
- --------------------------------------------------------------------------------
Contract Year 4
- --------------------------------------------------------------------------------
Death Benefit Anniversary 23
- --------------------------------------------------------------------------------
Dollar Cost Averaging Program 17
- --------------------------------------------------------------------------------
Due Proof of Death 23
- --------------------------------------------------------------------------------
Enhanced Death Benefit Rider 23
- --------------------------------------------------------------------------------
Enhanced Death and Income Benefit Combination Rider 24
- --------------------------------------------------------------------------------
Fixed Account Options 14
- --------------------------------------------------------------------------------

PAGE

- --------------------------------------------------------------------------------
Free Withdrawal Amount 19
- --------------------------------------------------------------------------------
Funds 28
- --------------------------------------------------------------------------------
Glenbrook Life ("We") 1, 27
- --------------------------------------------------------------------------------
Guarantee Periods 14
- --------------------------------------------------------------------------------
Income Plan 21
- --------------------------------------------------------------------------------
Investment Alternatives 1, 4
- --------------------------------------------------------------------------------
Issue Date 6
- --------------------------------------------------------------------------------
Market Value Adjustment 15
- --------------------------------------------------------------------------------
Payout Phase 6
- --------------------------------------------------------------------------------
Payout Start Date 5, 24
- --------------------------------------------------------------------------------
Qualified Contract 4, 32
- --------------------------------------------------------------------------------
Right to Cancel 12
- --------------------------------------------------------------------------------
SEC 1
- --------------------------------------------------------------------------------
Settlement Value 23
- --------------------------------------------------------------------------------
Systematic Withdrawal Program 20
- --------------------------------------------------------------------------------
Treasury Rate 16
- --------------------------------------------------------------------------------
Valuation Date 12
- --------------------------------------------------------------------------------
Variable Account 28
- --------------------------------------------------------------------------------
Variable Sub-Account 13
- --------------------------------------------------------------------------------

*If you purchase a group Contract, we will issue you a certificate that
represents your ownership and that summarizes the provisions of the 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.

3 PROSPECTUS

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

The following is a snapshot of the Contract. Please read the remainder of this
prospectus for more information.

FLEXIBLE PAYMENTS You can purchase a Contract with as little as $5,000
($2,000 for "QUALIFIED CONTRACTS," which are Contracts
issued within QUALIFIED PLANS). You can add to your
Contract as often and as much as you like, but each
payment must be at least $500 ($100 for automatic
purchase payments to the variable investment options).
You must maintain a minimum account size of $1,000.
- -------------------------------------------------------------------------------
RIGHT TO CANCEL You may cancel your Contract within 20 days of receipt
or any longer period as your state may require
("CANCELLATION PERIOD"). Upon cancellation we will
return your purchase payments adjusted, to the extent
federal or state law permits, to reflect the investment
experience of any amounts allocated to the Variable
Account. The adjustment will reflect the deduction of
mortality and expense risk charges and administrative
expense charges.
- -------------------------------------------------------------------------------
EXPENSES You will bear the following expenses:

Total Variable Account annual fees equal to 1.10% of
average daily net assets ((1.30% if you select the
ENHANCED DEATH BENEFIT RIDER; 1.50% if you select the
ENHANCED DEATH AND INCOME BENEFIT COMBINATION RIDER
(available with Contracts issued before July 27,
2000)); and 1.60% if you select the ENHANCED DEATH AND
INCOME BENEFIT COMBINATION RIDER II (available with
Contracts issued on or after July 27, 2000).

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

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

.Transfer fee of $10 after 12th transfer in any
CONTRACT YEAR (fee currently waived)

. State premium tax (if your state imposes one)

In addition, each Fund pays expenses that you will bear
indirectly if you invest in a Variable Sub-Account.
- -------------------------------------------------------------------------------
INVESTMENT The Contract offers 21 investment alternatives
ALTERNATIVES including:

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

.18 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.
- -------------------------------------------------------------------------------
SPECIAL SERVICES For your convenience, we offer these special services:

. AUTOMATIC FUND REBALANCING PROGRAM

. AUTOMATIC ADDITIONS PROGRAM

. DOLLAR COST AVERAGING PROGRAM

. SYSTEMATIC WITHDRAWAL PROGRAM
- -------------------------------------------------------------------------------

4 PROSPECTUS

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

. life income with guaranteed payments

.a joint and survivor life income with guaranteed
payments

.guaranteed payments for a specified period (5 to 30
years)
- -------------------------------------------------------------------------------
DEATH BENEFITS If you or the Annuitant (if the Contract is owned by a
non-natural person) die before the PAYOUT START DATE,
we will pay the death benefit described in the
Contract. We also offer an Enhanced Death Benefit Rider
and an Enhanced Death and Income Benefit Combination
Rider.
- -------------------------------------------------------------------------------
TRANSFERS Before the Payout Start Date, you may transfer your
Contract value ("CONTRACT VALUE") among the investment
alternatives, with certain restrictions.

In general, you must withdraw at least $50 at a time
($1,000 for withdrawals made during the Payout Phase).
Withdrawals in the Payout Phase are only available if
the Payout Option is a Variable Income Payment using
Guaranteed Payments for a Specified Period. Withdrawals
taken prior to annuitization (referred to in this
prospectus as the Payout Phase) are generally
considered to come from the earnings in the Contract
first. If the Contract is tax-qualified, generally all
withdrawals are treated as distributions of earnings.
Withdrawals of earnings are taxed as ordinary income
and, if taken prior to age 59 1/2, may be subject to an
additional 10% federal tax penalty. A withdrawal charge
and MARKET VALUE ADJUSTMENT also may apply.
- -------------------------------------------------------------------------------

5 PROSPECTUS

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 21 investment alternatives and generally 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.

The timeline below illustrates how you might use your Contract.

Issue Payout Start
Date Accumulation Phase Date Payout Phase
- ------------------------------------------------------------------------------------------------------------>

Please call us at 1-800-776-6978 if you have any questions about how the
Contract works.

6 PROSPECTUS

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 prospectus for the Funds.

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

Number of Complete Years Since We Received the Purchase 0 1 2 3 4 5 6 7+
Payment Being Withdrawn
- -------------------------------------------------------------------------------------------------
Applicable Charge 7% 7% 6% 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 without incurring a withdrawal charge or
Market Value Adjustment.

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

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

Mortality and Expense Risk Charge 1.00%
- -------------------------------------------------------------------------------
Administrative Expense Charge 0.10%
- -------------------------------------------------------------------------------
Total Variable Account Annual Expense 1.10%
- -------------------------------------------------------------------------------

With Enhanced Death Benefit Rider

Mortality and Expense Risk Charge 1.20%
- -------------------------------------------------------------------------------
Administrative Expense Charge 0.10%
- -------------------------------------------------------------------------------
Total Variable Account Annual Expense 1.30%
- -------------------------------------------------------------------------------

With Enhanced Death and Income Benefit Rider*

Mortality and Expense Risk Charge 1.40%
- -------------------------------------------------------------------------------
Administrative Expense Charge 0.10%
- -------------------------------------------------------------------------------
Total Variable Account Annual Expense 1.50%
- -------------------------------------------------------------------------------

With Enhanced Death and Income Benefit Rider II**

Mortality and Expense Risk Charge 1.50%
- -------------------------------------------------------------------------------
Administrative Expense Charge 0.10%
- -------------------------------------------------------------------------------
Total Variable Account Annual Expense 1.60%
- -------------------------------------------------------------------------------

* For contracts issued before July 27, 2000.

** For contracts issued on or after July 27, 2000.

7 PROSPECTUS

FUND ANNUAL EXPENSES
(as a percentage of Fund average daily net asets)(1)

(1) Expenses are shown as a percentage of Fund average daily net assets (before
any waiver or reimbursement) as of December 31, 2002.

.. invested $10,000 in the Contract for the time periods indicated,

.. earned a 5% annual return on your investment, and

.. 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, and
elected the Enhanced Death and Income Benefit Combination Rider II.

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

1Year 3Years 5Years 10Years
- ---------------------------------------------------------------------------------------------------

Costs Based on Maximum Annual $969 $1,643 $2,251 $3,942
Fund Expenses
- ---------------------------------------------------------------------------------------------------
Costs Based on Minimum Annual $863 $1,325 $1,728 $2,937
Fund Expenses
- ---------------------------------------------------------------------------------------------------

8 PROSPECTUS

1Year 3Years 5Years 10Years
- ----------------------------------------------------------------------------------------

Costs Based on Maximum $374 $1,135 $1,914 $3,942
Annual Fund Expenses
- ----------------------------------------------------------------------------------------
Costs Based on Minimum $268 $ 819 $1,394 $2,937
Annual Fund Expenses
- ----------------------------------------------------------------------------------------

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 EXAMPLES DO NOT ASSUME THAT ANY FUND EXPENSE
WAIVERS OR REIMBURSEMENT ARRANGEMENTS ARE IN EFFECT FOR THE PERIODS PRESENTED.
THE ABOVE EXAMPLES ASSUME THE ELECTION OF THE ENHANCED DEATH AND INCOME BENEFIT
COMBINATION RIDER II WITH A MORTALITY AND EXPENSE RISK CHARGE OF 1.50% (FOR
CONTRACTS ISSUED ON OR AFTER JULY 27, 2000), AN ADMINISTRATIVE EXPENSE CHARGE OF
0.10% AND AN ANNUAL CONTRACT MAINTENANCE CHARGE OF $35. IF THE ENHANCED DEATH
BENEFIT HAS NOT ELECTED, THE EXPENSE FIGURES SHOWN ABOVE WOULD BE SLIGHTLY
LOWER. THE ABOVE EXAMPLES ASSUME TOTAL ANNUAL FUND EXPENSES LISTED IN THE
EXPENSE TABLE WILL CONTINUE THROUGHOUT THE PERIODS SHOWN.

9 PROSPECTUS

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. Attached as Appendix A to this
prospectus are tables showing the Accumulation Unit Values of each Variable
Sub-Account since the date we first offered the Contracts. To obtain a fuller
picture of each Variable Sub-Account's finances, please refer to the Variable
Account's financial statements contained in the Statement of Additional
Information. The financial statements of Glenbrook Life also appear in the
Statement of Additional Information.

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

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

.. the investment alternatives during the Accumulation and Payout Phases,

.. the amount and timing of your Purchase Payments and withdrawals,

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

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

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

.. the Beneficiary or Beneficiaries who will receive the benefits that the
Contract provides when the last surviving Contract Owner or Annuitant dies,
and

.. any other rights that the Contract provides.

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

The Contract cannot be jointly owned by both a non-natural person and a natural
person. If the Contract Owner is a Grantor Trust, the Contract Owner will be
considered a non-natural person for purposes of this section and the Death
Benefits section. The maximum age of the oldest Contract Owner cannot exceed age
90 as of the date we receive the completed application to purchase the Contract.

Changing ownership of this Contract may cause adverse tax consequences and may
not be allowed under qualified plans. Please consult with a competent tax
advisor prior to making a request for a change of Contract Owner.

The Contract can be purchased as part of a qualified plan. A qualified plan is a
personal retirement savings plan, such as an IRA or tax-sheltered annuity, that
meets the requirements of the Internal Revenue Code. Qualified plans may limit
or modify your rights and privileges under the Contract. We use the term
"Qualified Contract" to refer to a Contract issued within a qualified plan. See
"Qualified Plans" on page 29.

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 to purchase the Contract.
The maximum age of the Annuitant cannot exceed age 90 as of the date we receive
the completed application to purchase the Contract. If the Contract Owner is a
natural person, you may change the Annuitant prior to the Payout Start Date. In
our discretion, we may permit you to designate a joint Annuitant, who is a
second person on whose life income payments depend, on the Payout Start Date. If
the Annuitant dies prior to the Payout Start Date, the new Annuitant will be:

.. the youngest Contract Owner if living, otherwise

.. the youngest Beneficiary.

BENEFICIARY
The Beneficiary is the person who may elect to receive the death benefit or
become the new Contract Owner subject to the Death of Owner provision if the
sole surviving Contract Owner dies before the Payout Start Date. (See section
titled "Death Benefits" for details.) 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
also name one of more contingent Beneficiaries who will receive any death
benefit or guaranteed income benefit if there are no surviving primary
Beneficiaries upon the death of the sole surviving Contract Owner. 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

10 PROSPECTUS

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:

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

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

.. your estate.

If more than one Beneficiary survives you, 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.

You may restrict income payments to Beneficiaries by providing us a written
request. Once we accept the written request, the change or restriction will take
effect as of the date you signed the request. Any change is subject to any
payment we make or other action we take before we accept the change.

MODIFICATION OF THE CONTRACT

Only a Glenbrook Life 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 have
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

No Owner has a right to assign any 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.

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

MINIMUM PURCHASE PAYMENTS
Your initial Purchase Payment must be at least $5,000 ($2,000 for a Qualified
Contract). All subsequent Purchase Payments must be $500 or more. The maximum
Purchase Payment is $2,000,000 without prior approval. We reserve the right to
reduce the minimum Purchase Payment and to change the maximum Purchase Payment.
You may make Purchase Payments of at least $500 at any time prior to the Payout
Start Date. We also reserve the right to reject any application.

MINIMUM AND MAXIMUM ALLOWABLE AGE
You can purchase a Contract if, as of the date we receive the completed
application you are between your state's age of majority and 90. If the owner is
a non-natural person, then the Annuitant must be between the ages of 0 and 90,
as of the date we receive the completed application.

AUTOMATIC ADDITIONS PROGRAM
You may make additional 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 Payment 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 service center in Vernon Hills (mailing address: 300 N. Milwaukee Avenue,
Vernon Hills, Illinois, 60061). 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

11 PROSPECTUS

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 service center.

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.

RIGHT TO CANCEL
You may cancel your 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 federal or state law
permits, to reflect investment gain or loss and applicable charges that occurred
from the date of allocation through the date of cancellation. Some states may
require us to return a greater amount to you. If your Contract is qualified
under section 408 of the Internal Revenue Code, we will refund the greater of
any Purchase Payments or the Contract Value.

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

On the Issue Date, your Contract Value is equal to your initial Purchase
Payment. 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 investment in
the Fixed Account Options.

ACCUMULATION UNITS
To determine the number of Accumulation Units of each Variable Sub-Account to
credit to your Contract, we divide (i) the amount of the Purchase Payment 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.

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

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

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 and the Enhanced Death and Income
Benefit Combination Rider, and the Enhanced Death and Income Benefit Combination
Rider II described on pages 23 and 24.

12 PROSPECTUS

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

SERIES I SHARES: EACH FUND SEEKS*:
- -------------------------------------------------------------------------------

*A Fund's investment objective(s) may be changed by the Fund's Board of
Directors without shareholder 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 will be closed to new participants when Fund assets reach $200
million. During closed periods, the Fund will accept additional investments
from existing participants.

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.

13 PROSPECTUS

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

You may allocate all or a portion of your purchase payments to the Fixed
Account. You may choose from among 3 Fixed Account Options including 2 Dollar
Cost Averaging Options and the option to invest in one or more Guarantee
Periods. 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 OPTIONS
You may establish a Dollar Cost Averaging Program, as described on page 17, by
allocating purchase payments to the Fixed Account either for 6 months (the "6
Month Dollar Cost Averaging Option") or for 12 months (the "12 Month Dollar Cost
Averaging Option"). Your purchase payments will earn interest for the period you
select at the current rates in effect 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 6 or 12 Month Dollar Cost
Averaging Options to other investment alternatives in equal monthly installments
beginning within 30 days of allocation. The number of monthly installments must
be no more than 6 for the 6 Month Dollar Cost Averaging Option, and no more than
12 for the 12 Month Dollar Cost Averaging Option.

At the end of the applicable transfer period, any nominal amounts remaining in
the Dollar Cost Averaging Option will be allocated to the Money Market Variable
Sub-Account.

Transfers out of the 6 or 12 Month Dollar Cost Averaging Options 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 either the 6 or
12 Month Dollar Cost Averaging Options. The 6 or 12 Month Dollar Cost Averaging
Options may not be available in your state.

GUARANTEE PERIODS
Each payment or transfer allocated to the Guaranteed Maturity Fixed Account
earns interest at a specified rate that we guarantee for a period of years.
Guarantee Periods may range from 1 to 10 years. 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, if available. We reserve the right to limit
the number of additional purchase payments that you may allocate to this Option.
Each Purchase Payment or transfer allocated to a Guarantee Period must be at
least $500.

The Guarantee Periods may not be available in your state.

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 Glenbrook Life at
1-800-776-6978. The interest rates we credit will never be less than the
minimum guaranteed rate stated in the Contract.

14 PROSPECTUS

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

END OF CONTRACT YEAR
YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
------ ------ ------ ------ ------

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) 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)

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 current or
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, if
any.

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

MARKET VALUE ADJUSTMENT. All withdrawals in excess of the Free Withdrawal
Amount, transfers, and amounts applied to an Income Plan from a Guarantee
Period, other than those taken during the 30 day period after such Guarantee
Period expires, are subject to a Market Value Adjustment. A Market Value
Adjustment also will apply when you apply amounts currently invested in a
Guarantee Period to an Income Plan (unless applied during the 30 day period
after such Guarantee Period expires). A Market Value Adjustment may apply in
the calculation of the Settlement Value described below in the "Death Benefit
Amount" section below. We will not

15 PROSPECTUS

apply a Market Value Adjustment to a transfer you make as part of a Dollar Cost
Averaging Program. We also will not apply a Market Value Adjustment to a
withdrawal you make:

.. within the Free Withdrawal Amount as described on page 19,

.. when exercising the confinement, unemployment, widow withdrawals or terminal
illness waivers, or

.. to satisfy IRS minimum distribution rule for the Contract.

We apply the Market Value Adjustment to reflect changes in interest rates from
the time you first allocate money to a Guarantee Period to the time 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.

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 you allocate money to a 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.

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

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

TRANSFERS DURING THE ACCUMULATION PHASE
During the Accumulation Phase, you may transfer your Contract Value among the
investment alternatives. Transfers are not permitted into the 6 or 12 Month
Dollar Cost Averaging Options. You may request transfers in writing on a form
that we provide or by telephone according to the procedure described below. The
minimum amount that you may transfer into a Guarantee Period is $500. 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. Central Time on any Valuation Date
using the Accumulation Unit Values for the next Valuation Date. The Contract
permits us to defer transfers from the Fixed Account 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.

16 PROSPECTUS

TELEPHONE TRANSFERS
You may make transfers by telephone by calling 1-800-776-6978. 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 privileges, as well
as any other electronic or automated means we previously approved, at any time
without notice.

TRADING LIMITATIONS
For Contracts issued on or after May 1, 1999, we reserve the right to limit
transfers among the investment alternatives in any Contract year, or to refuse
any transfer request, if:

.. we believe, in our sole discretion, that certain trading practices, such as
excessive trading or market timing ("Prohibited Trading Practices"), by, or on
behalf of, one or more Contract 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 on the share prices of the
corresponding Portfolio or otherwise would be to the disadvantage of other
Contract Owners; or

.. we are informed by one or more of the Portfolios that they intend to restrict
the purchase, exchange, or redemption of Portfolio shares because of
Prohibited Trading Practices or because they believe that a specific transfer
or group of transfers would have a detrimental effect on the prices of
Portfolio shares.

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

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.

Example:

17 PROSPECTUS

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.

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

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

The charge is to compensate us for the cost of administering the Contracts and
the Variable Account. Maintenance costs include expenses we incur in processing
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:

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

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

.. 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 1.00%
of the average daily net assets you have invested in the Variable Sub-Accounts
(1.20% if you select the Enhanced Death Benefit Rider, 1.40% if you select the
Enhanced Death and Income Benefit Combination Rider (available with contracts
issued before July 27, 2000), and 1.50% for Contracts with the Enhanced Death
and Income Benefit Combination Rider II (available with Contracts issued on or
after July 27, 2000). 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. If the charges
under the Contract are not sufficient, then Glenbrook Life will bear the loss.
We charge additional amounts for the Enhanced Death Benefit and Enhanced Death
and Income Benefit Combination riders to compensate us for the additional risk
that we accept by providing each rider. Neither the Enhanced Death Benefit
Rider, the Enhanced Death and Income Benefit Combination Rider, or Enhanced
Death and Income Benefit Combination Rider II are available under a Contract
that is continued by a surviving spouse. After the death of the Contract owner,
if the surviving spouse elects to continue the Contract in the Accumulation
Phase, then the mortality and expense risk charge will be 1.00% from the date we
determine the value of the death benefit through the remainder of the life of
the continued Contract.

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.

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

18 PROSPECTUS

WITHDRAWAL CHARGE
We may assess a withdrawal charge of up to 7% of the purchase payment(s) you
withdraw. The charge declines to 0% after 7 complete years from the date we
received the purchase payment being withdrawn. A schedule showing how the charge
declines appears on page 8, above. During each Contract Year, you can withdraw
up to 15% of the Contract Value as of the beginning of that Contract Year
without paying the charge. Unused portions of this 15% "FREE WITHDRAWAL AMOUNT"
are not carried forward to future Contract Years. We will deduct withdrawal
charges, if applicable, from the amount paid. For purposes of 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.

Beginning on January 1, 2004, if you make a withdrawal before the Payout Start
Date, we will apply the withdrawal charge percentage in effect on the date of
the withdrawal, or the withdrawal charge percentage in effect on the following
day, whichever is lower.

We do not apply a Withdrawal Charge in the following situations:

.. 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);

.. the death of the Contract owner or Annuitant (unless the settlement value is
used);

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

.. 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. To the extent that the withdrawal charge does not cover all sales
commissions and other promotional or distribution expenses, we may use any of
our corporate assets, including potential profit which may arise from the
mortality and expense risk charge or any other charges or fees 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.

2. we must 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 a 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.

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 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
are not required 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.

19 PROSPECTUS

We may receive compensation from A I M Advisors, Inc., for administrative
services we provide to the Funds.

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

You have the opportunity to name the investment alternative(s) from which you
are taking the withdrawal. If none is specified, we will deduct your withdrawal
pro-rata from the investment alternatives according to the value of your
investments therein.

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

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

20 PROSPECTUS

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 accumulation unit value of the Variable
Sub-Accounts and the value of the Fixed Account, systematic withdrawals may
reduce or even exhaust the Contract Value. Systematic withdrawal payments are
subject to any applicable withdrawal charges and market value adjustments.
Please consult your tax advisor before taking any withdrawal.

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. Before terminating any Contract whose value has been reduced by
withdrawals to less than $1,000, we would inform you in writing of our intention
to terminate your Contract and give you at least 30 days in which to make an
additional Purchase Payment to restore your Contract's value to the contractual
minimum of $1,000. 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.

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.

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

.. fixed income payments;

.. variable income payments; or

.. a combination of the two.

A portion of each payment will be considered taxable and the remaining portion
will be a non-taxable return of your investment in the Contract, which is also
called the "basis". Once the basis in the Contract is depleted, all remaining
payments will be fully taxable. If the Contract is tax-qualified, generally, all
payments will be fully taxable. Taxable payments taken prior to age 59 1/2, may
be subject to an additional 10% federal tax penalty.

The three Income Plans are:

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 variable income payments even though we do not bear any
mortality risk.

21 PROSPECTUS

payments made under the same Income Plan with a minimum specified period for
guaranteed payments.

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

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. If you
elected the Enhanced Death and Income Benefit Combination Rider, you may be able
to apply an amount greater than your Contract Value. 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 any
applicable 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:

.. 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

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

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 investments 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.

22 PROSPECTUS

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
non-natural Owner.

We will pay the death benefit to the new Contract owner who is determined
immediately after the death. The new Contract owner would be a surviving
Contract owner or, if none, the Beneficiary(ies). In the case of the death of
the Annuitant, we will pay the death benefit to the current Contract Owner. A
claim for a distribution on death must include "DUE PROOF OF DEATH." We will
accept the following documentation as Due Proof of Death:

.. a certified copy of a death certificate; or

.. a certified copy of a decree of a court of competent jurisdiction as to a
finding of death; or

.. any other proof acceptable to us.

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 3:00 p.m. Central Time on a Valuation Date, we will
process the request as of the end of the following Valuation Date.

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 greatest of the Contract Values on each DEATH BENEFIT ANNIVERSARY prior
to the date we determine the death benefit, increased by purchase payments
made since that Death Benefit Anniversary and reduced by a withdrawal
adjustment as defined below.

A Death Benefit Anniversary is every seventh Contract Anniversary during the
Accumulation Phase. For example, the 7th, 14th, and 21st 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

If we do not receive a complete request for payment of the death benefit within
180 days of the date of death, the death benefit is equal to the greater of;

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

2) the Settlement Value.

We reserve the right to extend, on a non-discriminatory basis, the 180 day
period in which the death proceeds will equal the death benefit as described
above. This right applies only to the amount payable as death proceeds and in no
way restricts when a claim may be filed.

A Market Value Adjustment, if any, made upon payment of a death benefit would be
positive.

ENHANCED DEATH BENEFIT RIDER
If the oldest Contract Owner, or Annuitant if the Owner is a non-natural person,
is less than or equal to age 80 as of the date we receive the completed
application, the Enhanced Death Benefit Rider is an optional benefit that you
may elect. If you elect the rider, the death benefit will be the greater of the
death benefit alternatives (1)

23 PROSPECTUS

through (4) listed above, or (5) the enhanced death benefit.

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. 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.

The Enhanced Death Benefit Rider benefit is not available under a contract that
is continued by a surviving spouse. After the death of the Contract owner, if
the surviving spouse elects to continue the Contract in the Accumulation Phase,
then the mortality and expense risk charge will be 1.00% from the date we
determine the value of the death benefit through the remainder of the life of
the continued Contract, and any death benefit paid under a continued Contract
will not include the enhanced death benefit.

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."

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. The
Enhanced Death Benefit A will never be greater than the maximum death benefit
allowed by any non-forfeiture laws which govern the Contract.

.. we determine the death benefit, or

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

The Enhanced Death Benefit B will never be greater than the maximum death
benefit allowed by any non-forfeiture laws which govern the Contract.

ENHANCED DEATH AND INCOME BENEFIT COMBINATION RIDER (available with Contracts
issued before July 27, 2000. For Contracts issued on or after July 27, 2000, see
the next section titled "ENHANCED DEATH AND INCOME BENEFIT COMBINATION RIDER
II")

If the oldest Contract Owner, or Annuitant if the Owner is a non-natural person,
is less than or equal to age 80 as of the date we receive the completed
application, the Enhanced Death and Income Benefit Rider Combination is an
optional benefit that you may elect, instead of the Enhanced Death Benefit
Rider.

The enhanced death benefit portion of the Enhanced Death and Income Benefit
Combination Rider is the same as that described above under "Enhanced Death
Benefit Rider."

The enhanced income benefit defines a minimum amount applied to the Payout
Phase. This minimum amount is equal to what the value of the enhanced death
benefit would be on the Payout Start Date. In some states, the calculation of
the enhanced income benefit will not include the value of the Enhanced Death
Benefit B. Please consult with your sales representative for information.

The enhanced income benefit will apply if the Contract owner elects a Payout
Start Date that:

.. is on or after the tenth Contract Anniversary, and

.. is prior to the Annuitant's age 90.

On the Payout Start Date, you may apply the greater of the Contract Value or the
enhanced income benefit to the Payout Phase of the Contract. No Market Value
Adjustment will be applied to the enhanced income benefit amount. The enhanced
income benefit will only apply if the Income Plan selected provides payments
guaranteed for either single or joint life with a period certain of at least:

.. 10 years, if the youngest Annuitant's age is 80 or less on the date the amount
is applied; or

.. 5 years, if the youngest Annuitant's age is greater than 80 on the date the
amount is applied.

ENHANCED DEATH AND INCOME BENEFIT COMBINATION RIDER II (available with Contracts
issued on or after July 27, 2000)

If the oldest Contract Owner is less than or equal to age 80 as of the date we
receive the completed application,

24 PROSPECTUS

the Enhanced Death and Income Benefit Combination Rider II is an optional
benefit that you may elect, instead of the Enhanced Death Benefit Rider.

The enhanced death benefit portion of the Enhanced Death and Income Benefit
Combination Rider II is the same as that described above under "Enhanced Death
Benefit Rider."

The enhanced income benefit guarantees that the minimum amount of income
payments you receive will not be less than those determined by applying the
Income Base on Payout Start Date, to the minimum guaranteed Income Payment
Tables shown in the Contract (rather than to any current rates we may be
offering) for the Income Plan you select ("Guaranteed Income Benefit"). In some
states, the calculation of the enhanced income benefit will not include the
value of Income Base B. Please consult with your sales representative for more
information.

The Income Base is the greater of Income Base A and Income Base B. We determine
each Income Base as follows:

INCOME BASE A. On the Rider Date, Income Base A is equal to the Contract Value.
After the Rider Date, we recalculate Income Base A as follows on the Contract
Anniversary and when a purchase payment or withdrawal is made:

.. For purchase payments, Income Base A is equal to the most recently calculated
Income Base plus the purchase payment.For withdrawals, Income Base A is equal
to the most recently calculated Income Base reduced by a withdrawal
adjustment.

.. On each Contract Anniversary, Income Base A is equal to the greater of the
Contract Value on that date or the most recently calculated Income Base A.

In the absence of any withdrawals or purchase payments, Income Base A will be
the greatest of all the Contract Anniversary Contract Values between the Rider
Date and the Payout Start Date. We will recalculate Income Base A for purchase
payments, for withdrawals and on Contract Anniversaries until the first Contract
Anniversary on or after the 85th birthday of the oldest Owner or, if no Owner is
a living individual, the oldest Annuitant. After that date, we will recalculate
Income Base A for purchase payments and withdrawals.

INCOME BASE B. On the Rider Date, Income Base B is equal to the Contract Value.
After the Rider Date, Income Base B, plus any subsequent purchase payments and
less a withdrawal adjustment for any subsequent withdrawals, will accumulate
daily at a rate equal to 5% per year until the first day of the month following
the oldest Contract Owner's or, if the Contract Owner is not a living
individual, the Annuitant's 85th birthday. After this date, Income Base B will
be recalculated only for purchase payments and withdrawals.

For purposes of computing Income Base A or B, the withdrawal adjustment is equal
to (1) divided by (2), with the result multiplied by (3), where:

1) = withdrawal amount,

2) = the Contract Value immediately prior to the withdrawal, and

3) = the most recently calculated Income Base.

Please consult with your sales representative for information.

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

The guaranteed income benefit amount is determined by applying the enhanced
income benefit amount less any applicable taxes to the guaranteed rates for the
Income Plan you elect. The Income Plan you elect must satisfy the conditions
described below.

The enhanced income benefit will apply if the Contract owner elects a Payout
Start Date that:

.. is on or after the tenth Contract Anniversary,

.. is during the 30-day period following the Contract Anniversary.

.. is prior to the Annuitant's age 90.

The enhanced income benefit will only apply if you elect to receive fixed amount
income payments. These fixed income payments will be calculated using the
appropriate Guaranteed Income Payment Tables provided in your Contract.

If, however, you apply the Contract Value and not the enhanced income benefit to
the Income Plan, then you may select any Income Plan we offer at that time.

IF YOU EXPECT TO APPLY YOUR CONTRACT VALUE TO VARIABLE INCOME PAYMENT OPTIONS OR
TO CURRENT ANNUITY PAYMENT RATES THEN IN EFFECT, ELECTING THE ENHANCED INCOME
BENEFIT MAY NOT BE APPROPRIATE. No Market Value Adjustment will be applied to
the enhanced income benefit amount. The enhanced income benefit will only apply
if the Income Plan selected provides payments guaranteed for either single or
joint life with a period certain of at least:

.. 10 years, if the youngest Annuitant's age is 80 or less on the date the amount
is applied; or

.. 5 years, if the youngest Annuitant's age is greater than 80 on the date the
amount is applied.

Neither of the Enhanced Death and Income Benefit Combination Rider's benefits
are available under a Contract that is continued by a surviving spouse.

After the death of the Contract owner, if the surviving spouse elects to
continue the Contract in the Accumulation Phase, then the mortality and expense
risk

25 PROSPECTUS

charge will be 1.00% from the date we determine the value of the death benefit
through the remainder of the life of the continued Contract. Any death benefit
paid under a continued Contract will not include the enhanced death benefit. Any
calculation of amount to be applied to an Income Plan upon annuitization under a
continued Contract will not include the enhanced income benefit.

We may discontinue offering these options at any time.

If your Contract is qualified under Section 408 of the Internal Revenue Code, we
will refund the greater of any purchase payments or the Contract Value.

DEATH BENEFIT PAYMENTS
IF THE NEW OWNER IS YOUR SPOUSE, THE NEW OWNER MAY:

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

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

.. The life of the new Owner; or

.. for a guaranteed number of payments from 5 to 50 years, but not to exceed the
life expectancy of the new Owner; or

.. 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.

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

.. On the date the Contract is continued, the Contract Value will equal the
amount of the Death Benefit as determined as of the Valuation Date on which we
received the completed request for settlement of the death benefit (the next
Valuation Date, if we receive the completed request for settlement of the
death benefit after 3 p.m. Central Time). Unless otherwise instructed by the
continuing spouse, the excess, if any, of the death benefit over the Contract
Value will be allocated to the Sub-Accounts of the Variable Account. This
excess will be allocated in proportion to your Contract Value in those
Sub-accounts as of the end of the Valuation Period during which we receive the
completed request for settlement of the death benefit, except that any portion
of this excess attributable to the Fixed Account Options will be allocated to
the Money Market Sub-account. Within 30 days of the date the Contract is
continued, your surviving spouse may choose one of the following transfer
alternatives without incurring a transfer fee:

. transfer all or a portion of the excess among the Variable Sub-Accounts;

. transfer all or a portion of the excess into the Guaranteed Maturity Fixed
Account and begin a new Guarantee Period; or

. transfer all or a portion of the excess into a combination of Variable
Sub-Accounts and the Guaranteed Maturity Fixed Account.

Any such transfer does not count as one of the free transfers allowed each
Contract Year and is subject to any minimum allocation amount specified in your
Contract.

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

Only one spousal continuation is allowed under this Contract.

IF THE NEW OWNER IS NOT YOUR SPOUSE BUT IS A NATURAL PERSON, THE NEW OWNER MAY:

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

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

. the life of the new Owner; or

. for a guaranteed number of payments from 5 to 50 years, but not to exceed
the life expectancy of the new Owner; or

. 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.

If the new Owner does not elect one of the above options then the new Owner must
receive the Contract Value payable within 5 years of your date of death. The
Contract Value will equal the amount of the death benefit as determined as of
the Valuation Date on which we received a completed request for settlement of
the death benefit (the next Valuation Date, if we receive a completed request
for settlement of the death benefit after 3 p.m. Central Time). Unless
otherwise instructed by the new Owner, the excess, if any, of the death benefit
over the Contract Value will be allocated to the Money Market Variable
Sub-Account. The new Owner may exercise all rights as set forth in the TRANSFERS
section during this 5 year period.

No additional Purchase Payments may be added to the Contract under this
election. Withdrawal Charges will be waived for any withdrawals made during this
5 year period.

If the new Owner dies prior to the receiving all of the Contract Value, then the
new Owner's named Beneficiary(ies) will receive the greater of the Settlement
Value or the remaining Contract Value. This amount must be received as a lump
sum within 5 years of the date of the original Owner's death.

We reserve the right to offer additional options upon Death of Owner.

IF THE NEW OWNER IS A CORPORATION, TRUST, OR OTHER NON-NATURAL PERSON:

26 PROSPECTUS

(a) The new Owner may elect to receive the death benefit in a lump sum; or

(b) If the new Owner does not elect the option above, then the new Owner must
receive the Contract Value payable within 5 years of your date of death. On the
date we receive the complete request for settlement of the Death Benefit, the
Contract Value under this option will be the death benefit. Unless otherwise
instructed by the new Owner, the excess, if any of the death benefit over the
Contract Value will be allocated to the Money Market Variable Sub-Account. The
new Owner may exercise all rights set forth in the TRANSFERS provision during
this 5 year period. No additional Purchase Payments may be added to the
Contract under this election. Withdrawal Charges will be waived during this 5
year period.

We reserve the right to offer additional options upon Death of Owner.

If any new Owner is a non-natural person, all new Owners will be considered to
be non-natural persons for the above purposes.

Under any of these options, all ownership rights, subject to any restrictions
previously placed upon the Beneficiary, are available to the new Owner from the
date of your death to the date on which the death proceeds are paid.

DEATH OF ANNUITANT
If the Annuitant who is not also the Contract Owner dies prior to the Payout
Start Date and the Contract Owner is a natural person, then the Contract will
continue with a new Annuitant as designated by the Contract Owner.

If the Annuitant who is not also the Contract Owner dies prior to the Payout
Start Date and the Contract Owner is a non-natural person, the following apply:

(a) The Contract Owner may elect to receive the death benefit in a lump sum;
or

(b) If the new Owner does not elect the option above, then the Owner must
receive the Contract Value payable within 5 years of the Annuitant's date of
death. On the date we receive the complete request for settlement of the death
benefit, the Contract Value under this option will be the death benefit. Unless
otherwise instructed by the Contract Owner, the excess, if any, of the death
benefit over the Contract Value will be allocated to the Money Market Variable
Sub-Account. The Contract Owner may then exercise all rights set forth in the
TRANSFERS provision during this 5 year period. No additional Purchase Payments
may be added to the Contract under this election. Withdrawal Charges will be
waived during this 5 year period.

We reserve the right to offer additional options upon Death of Owner.

MORE INFORMATION
- --------------------------------------------------------------------------------

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

Glenbrook Life is licensed to operate in the District of Columbia and all states
except New York. Our home office is located at 3100 Sanders Road, Northbrook,
Illinois 60062.

Glenbrook Life 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, a Delaware
company which has several different classes of securities, including common
stock, registered with the Securities and Exchange Commission.

Glenbrook Life and Allstate Life entered into reinsurance agreements under which
Glenbrook Life reinsures all of its business with Allstate Life. Under the
agreements, contract charges, credited interest, policy benefits and certain
expenses under all general account contracts are reinsured with Allstate Life.
Allstate Life is bound to stand behind Glenbrook Life's contractual obligations
to its policyholders. However, the obligations of Allstate Life under the
reinsurance agreements are to Glenbrook Life. Glenbrook Life continues to have
primary responsibility as the direct insurer for risks reinsured. In addition,
assets of Glenbrook Life that relate to insurance in-force, excluding Separate
Accounts assets, are transferred to Allstate Life. Therefore, the funds
necessary to support the operations of Glenbrook Life are provided by Allstate
Life and Glenbrook Life is not required to obtain additional capital to support
in-force or future business.

Several independent rating agencies regularly evaluate life insurer's claims
paying ability, quality of investments and overall stability. A.M. Best Company
assigns A+ (Superior) to Allstate Life which automatically reinsures all net
business of Glenbrook Life. A.M. Best Company also assigns Glenbrook Life the
rating of A+(r) because Glenbrook Life automatically reinsures all business with
Allstate Life. Standard & Poor's Insurance Rating Services assigns AA+ (very
strong) to Glenbrook Life's

27 PROSPECTUS

claims-paying ability and Moody's Investors Service assigns an Aa2 (excellent)
financial strength rating to Glenbrook Life. Glenbrook Life shares the same
ratings of its parent, Allstate Life. In February 2002, Standard & Poor's
affirmed its December 31, 2001 ratings.

THE VARIABLE ACCOUNT
Glenbrook Life established the Glenbrook Life and

Our obligations arising under the Contracts are general corporate obligations of
Glenbrook Life.

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.

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 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 underlying
funds. We will notify you in advance of any change.

THE CONTRACT
DISTRIBUTION. ALFS, Inc. located at 3100 Sanders Road, Northbrook, Illinois
60062-7154, serves as principal

28 PROSPECTUS

underwriter of the Contracts. ALFS, Inc. ("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 NASD.

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

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

.. issuance of the Contracts;

.. maintenance of Contract owner records;

.. Contract owner services;

.. calculation of unit values;

.. maintenance of the Variable Account; and

.. preparation of Contract owner reports.

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