GLENBROOK LIFE & ANNUITY CO
AGREEMENTS
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>glacqexh10.txt
<DESCRIPTION>AGREEMENTS
<TEXT>
Exhibit 10.1

                             UNDERWRITING AGREEMENT

                                       for

                      "Provider" Variable Annuity Contracts

     THIS AGREEMENT, is entered into as of the effective date provided below, by
and among GLENBROOK LIFE AND ANNUITY COMPANY, ("Glenbrook Life" or "Company") a
life insurance company organized under the laws of the State of Illinois, on its
own and on behalf of the GLENBROOK LIFE MULTI-MANAGER VARIABLE ACCOUNT
("Separate Account") a separate account established pursuant to the insurance
laws of the State of Illinois, and ALLSTATE LIFE FINANCIAL SERVICES, INC.,
("Principal Underwriter"), a corporation organized under the laws of the state
of Delaware.

                                    RECITALS

     WHEREAS, Company proposes to issue to the public certain flexible premium
deferred variable annuity contracts identified in the Attachment A
("Contracts"); and

     WHEREAS, Company, by resolution adopted on January 15, 1996, established
the Separate Account for the purpose of issuing the Contracts; and

     WHEREAS, the Separate Account is registered with the Securities and
Exchange Commission ("Commission") as a unit investment trust under the
Investment Company Act of 1940 (File Nos. 333-00999, 811-07541); and

     WHEREAS, the Contracts to be issued by Company are registered with the
Commission under the Securities Act of 1933 and the Investment Company Act of
1940 (File Nos: 333-00987

<Page>

and 811-07541) for offer and sale to the public, and otherwise are in compliance
with all applicable laws; and

     WHEREAS, Principal Underwriter, a broker-dealer registered under the
Securities Exchange Act of 1934 and a member of the National Association of
Securities Dealers, Inc. ("NASD"), proposes to act as principal underwriter on
an agency (best efforts) basis in the marketing and distribution of said
Contracts; and

     WHEREAS, Company desires to obtain the services of Principal Underwriter as
an underwriter and distributor of said Contracts issued by Company through the
Separate Account;

     NOW THEREFORE, in consideration of the foregoing, and of the mutual
covenants and conditions set forth herein, and for other good and valuable
consideration, the Company, the Separate Account, and the Principal Underwriter
hereby agree as follows:

1.   AUTHORITY AND DUTIES

     (a)  Principal Underwriter will serve as an underwriter and distributor on
          an agency basis for the Contracts which will be issued by the Company
          through the Separate Account.

     (b)  Principal Underwriter will use its best efforts to provide information
          and marketing assistance to licensed insurance agents and
          broker-dealers on a continuing basis. However, Principal Underwriter
          shall be responsible for compliance with the requirements of state
          broker-dealer regulations and the Securities Exchange Act of

                                        2
<Page>

          1934 as each applies to Principal Underwriter in connection with its
          duties as distributor of said Contracts. Moreover, Principal
          Underwriter shall conduct its affairs in accordance with the rules of
          Fair Practice of the NASD.

     (c)  Subject to agreement with the Company, Principal Underwriter may enter
          into selling agreements with broker-dealers which are registered under
          the Securities Exchange Act of 1934 and/or authorized by applicable
          law or exemptions to sell variable annuity contracts issued by Company
          through the Separate Account. Any such contractual arrangement is
          expressly made subject to this Agreement, and Principal Underwriter
          will at all times be responsible to Company for supervision of
          compliance with the federal securities laws regarding distribution of
          Contracts.

2.   WARRANTIES

     (a)  The Company represents and warrants to Principal Underwriter that:

          (i)    Registration Statements (on Forms S-1 and N-4) for each of the
                 Contracts identified in Attachment A have been filed with the
                 Commission in the form previously delivered to Principal
                 Underwriter and that copies of any and all amendments thereto
                 will be forwarded to Principal Underwriter at the time that
                 they are filed with Commission;

          (ii)   The Registration Statements and any further amendments or
                 supplements thereto will, when they become effective, conform
                 in all material respects to the requirements of the Securities
                 Act of 1933 and the Investment

                                        3
<Page>

                 Company Act of 1940, and the rules and regulations of the
                 Commission under such Acts, and will not contain any untrue
                 statement of a material fact or omit to state a material fact
                 required to be stated therein or necessary to make the
                 statements therein not misleading; provided, however, that this
                 representation and warranty shall not apply to any statement or
                 omission made in reliance upon and in conformity with
                 information furnished in writing to Company by Principal
                 Underwriter expressly for use therein;

          (iii)  The Company is validly existing as a stock life insurance
                 company in good standing under the laws of the State of
                 Illinois, with power to own its properties and conduct its
                 business as described in the Prospectus, and has been duly
                 qualified for the transaction of business and is in good
                 standing under the laws of each other jurisdiction in which it
                 owns or leases properties, or conducts any business;

          (iv)   The Contracts to be issued by the Company and through the
                 Separate Account and offered for sale by Principal Underwriter
                 on behalf of the Company hereunder have been duly and validly
                 authorized and, when issued and delivered with payment
                 therefore as provided herein, will be duly and validly issued
                 and will conform to the description of such Contracts contained
                 in the Prospectuses relating thereto;

          (v)    Those persons who offer and sell the Contracts are to be
                 appropriately licensed or appointed to comply with the state
                 insurance laws;

                                        4
<Page>

          (vi)   The performance of this Agreement and the consummation of the
                 transactions contemplated by this Agreement will not result in
                 a violation of any of the provisions of or default under any
                 statute, indenture, mortgage, deed of trust, note agreement or
                 other agreement or instrument to which Company is a party or by
                 which Company is bound (including Company's Charter or By-laws
                 as a stock life insurance company, or any order, rule or
                 regulation of any court or governmental agency or body having
                 jurisdiction over Company or any of its properties);

          (vii)  There is no consent, approval, authorization or order of any
                 court or governmental agency or body required for the
                 consummation by Company of the transactions contemplated by
                 this Agreement, except such as may be required under the
                 Securities Exchange Act of 1934 or state insurance or
                 securities laws in connection with the distribution of the
                 Contracts; and

          (viii) There are no material legal or governmental proceedings pending
                 to which Company or the Separate Account is a party or of which
                 any property of Company or the Separate Account is the subject
                 (other than as set forth in the Prospectus relating to the
                 Contracts, or litigation incidental to the kind of business
                 conducted by the Company) which, if determined adversely to
                 Company, would individually or in the aggregate have a material
                 adverse effect on the financial position, surplus or operations
                 of Company.

     (b)  Principal Underwriter represents and warrants to Company that:

                                        5
<Page>

          (i)    It is a broker-dealer duly registered with the Commission
                 pursuant to the Securities Exchange Act of 1934, is a member in
                 good standing of the NASD, and is in compliance with the
                 securities laws in those states in which it conducts business
                 as a broker-dealer;

          (ii)   As a principal underwriter, it shall permit the offer and sale
                 of Contracts to the public only by and through persons who are
                 appropriately licensed under the securities laws and who are
                 appointed in writing by the Company to be authorized insurance
                 agents unless such persons are exempt from licensing and
                 appointment requirements;

          (iii)  The performance of this Agreement and the consummation of the
                 transactions herein contemplated will not result in a breach or
                 violation of any of the terms or provisions of or constitute a
                 default under any statute, indenture, mortgage, deed of trust,
                 note agreement or other agreement or instrument to which
                 Principal Underwriter is a party or by which Principal
                 Underwriter is bound (including the Certificate of
                 Incorporation or By-laws of Principal Underwriter or any order,
                 rule or regulation of any court or governmental agency or body
                 having jurisdiction over either Principal Underwriter or its
                 property); and

          (iv)   To the extent that any statements made in the Registration
                 Statements, or any amendments or supplements thereto, are made
                 in reliance upon and in conformity with written information
                 furnished to Company by Principal Underwriter expressly for use
                 therein, such statements will, when they

                                        6
<Page>

                 become effective or are filed with the Commission, as the case
                 may be, conform in all material respects to the requirements of
                 the Securities Act of 1933 and the rules and regulations of the
                 Commission thereunder, and will not contain any untrue
                 statement of a material fact or omit to state any material fact
                 required to be stated therein or necessary to make the
                 statements therein not misleading.

3.   BOOKS AND RECORDS

     (a)  Principal Underwriter shall keep, in a manner and form approved by
          Company and in accordance with Rules 17a-3 and 17a-4 under the
          Securities Exchange Act of 1934, correct records and books of account
          as required to be maintained by a registered broker-dealer, acting as
          principal underwriter, of all transactions entered into on behalf of
          Company with respect to its activities under this Agreement. Principal
          Underwriter shall make such records and books of account available for
          inspection by the Commission, and Company shall have the right to
          inspect, make copies of or take possession of such records and books
          of account at any time upon demand.

     (b)  Subject to applicable Commission or NASD restrictions, Company will
          send confirmations of Contract transactions to Contract Owners.
          Company will make such confirmations and records of transactions
          available to Principal Underwriter upon request. Company will also
          maintain Contract Owner records on behalf of Principal Underwriter to
          the extent permitted by applicable securities laws.

                                        7
<Page>

4.   SALES MATERIALS

     (a)  After authorization to commence the activities contemplated herein,
          Principal Underwriter will utilize the currently effective prospectus
          relating to the subject Contracts in connection with its underwriting,
          marketing and distribution efforts. As to other types of sales
          material, Principal Underwriter hereby agrees and will require any
          participating or selling broker-dealers to agree that they will use
          only sales materials which have been authorized for use by Company,
          which conform to the requirements of federal and state laws and
          regulations, and which have been filed where necessary with the
          appropriate regulatory authorities, including the NASD.

     (b)  Principal Underwriter will not distribute any prospectus, sales
          literature or any other printed matter or material in the underwriting
          and distribution of any Contract if, to the knowledge of Principal
          Underwriter, any of the foregoing misstates the duties, obligation or
          liabilities of Company or Principal Underwriter.

5.   COMPENSATION

     (a)  Company agrees to pay Principal Underwriter for direct expenses
          incurred on behalf of Company. Such direct expenses shall include, but
          not be limited to, the costs of goods and services purchased from
          outside vendors, travel expenses and state and federal regulatory fees
          incurred on behalf of Company.

                                        8
<Page>

     (b)  Principal Underwriter shall present a statement after the end of the
          quarter showing the apportionment of services rendered and the direct
          expenses incurred. Settlements are due and payable within thirty days.

6.   PURCHASE PAYMENTS

Principal Underwriter shall arrange that all purchase payments collected on the
sale of the Contracts are promptly and properly transmitted to Company for
immediate allocation to the Separate Account in accordance with the procedures
of Company and the directions furnished by the purchasers of such Contracts at
the time of purchase.

7.   UNDERWRITING TERMS

     (a)  Principal Underwriter makes no representations or warranties regarding
          the number of Contracts to be sold by licensed broker-dealers and
          registered representatives of broker-dealers or the amount to be paid
          thereunder. Principal Underwriter does, however, represent that it
          will actively engage in its duties under this Agreement on a
          continuous basis while there are effective registration statements
          with the Commission.

     (b)  Principal Underwriter will use its best efforts to ensure that the
          Contracts shall be offered for sale by registered broker-dealers and
          registered representatives (who are duly licensed as insurance
          agents) on the terms described in the currently effective prospectus
          describing such Contracts.

                                        9
<Page>

     (c)  It is understood and agreed that Principal Underwriter may render
          similar services to other companies in the distribution of other
          variable contracts.

     (d)  The Company will use its best efforts to assure that the Contracts are
          continuously registered under the Securities Act of 1933 (and under
          any applicable state "blue sky" laws) and to file for approval under
          state insurance laws when necessary.

     (e)  The Company reserves the right at any time to suspend or limit the
          public offering of the subject Contracts upon one day's written notice
          to Principal Underwriter.

8.   LEGAL AND REGULATORY ACTIONS

     (a)  The Company agrees to advise Principal Underwriter immediately of:

          (i)    any request by the Commission for amendment of the Registration
                 Statement or for additional information relating to the
                 Contracts;

          (ii)   the issuance by the Commission of any stop order suspending the
                 effectiveness of the Registration Statement relating to the
                 Contracts or the initiation of any proceedings for that
                 purpose; and

          (iii)  the happening of any known material event which makes untrue
                 any statement made in the Registration Statement relating to
                 the Contracts or which requires the making of a change therein
                 in order to make any statement made therein not misleading.

                                       10
<Page>

     (b)  Each of the undersigned parties agrees to notify the other in writing
          upon being apprised of the institution of any proceeding,
          investigation or hearing involving the offer or sale of the subject
          Contracts.

     (c)  During any legal action or inquiry, Company will furnish to Principal
          Underwriter such information with respect to the Separate Account and
          Contracts in such form and signed by such of its officers as Principal
          Underwriter may reasonably request and will warrant that the
          statements therein contained when so signed are true and correct.

9.   TERMINATION

     (a)  This Agreement will terminate automatically upon its assignment.

     (b)  This Agreement shall terminate without the payment of any penalty by
          either party upon sixty (60) days' advance written notice.

     (c)  This Agreement shall terminate at the option of the Company upon
          institution of formal proceedings against Principal Underwriter by the
          NASD or by the Commission, or if Principal Underwriter or any
          representative thereof at any time:

          (i)    employs any device, scheme, artifice, statement or omission to
                 defraud any person;

                                       11
<Page>

          (ii)   fails to account and pay over promptly to the Company money due
                 it according to the Company's records; or

          (iii)  violates the conditions of this Agreement.

10.  INDEMNIFICATION

The Company agrees to indemnify Principal Underwriter for any liability that it
may incur to a Contract owner or party-in-interest under a Contract:

     (a)  arising out of any act or omission in the course of or in connection
          with rendering services under this Agreement; or

     (b)  arising out of the purchase, retention or surrender of a contract;
          provided, however, that the Company will not indemnify Principal
          Underwriter for any such liability that results from the willful
          misfeasance, bad faith or gross negligence of Principal Underwriter or
          from the reckless disregard by such Principal Underwriter of its
          duties and obligations arising under this Agreement.

11.  GENERAL PROVISIONS

     (a)  This Agreement shall be subject to the laws of the State of Illinois.

                                       12
<Page>

     (b)  This Agreement, along with any Schedules attached hereto and
          incorporated herein by reference, may be amended from time to time by
          the mutual agreement and consent of the undersigned parties.

     (c)  In case any provision in this Agreement shall be invalid, illegal or
          unenforceable, the validity, legality and enforceability of the
          remaining provisions shall not in way be affected or impaired thereby.

     IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to
be duly executed, to be effective as of January 1, 1997.

GLENBROOK LIFE AND ANNUITY COMPANY
(and GLENBROOK LIFE MULTI-MANAGER VARIABLE ACCOUNT)

BY: /s/ Craig G. Whitehead                            5/23/97
    -------------------------             --------------------------------
    Sr. Vice President                       Date (Ratified for above)


ALLSTATE LIFE FINANCIAL SERVICES, INC.


BY: /s/ Robert Kelly                                  5/29/97
    -------------------------             --------------------------------
    President                                Date (Ratified for above)

                                       13
<Page>

                                                                    Attachment A

                             UNDERWRITING AGREEMENT

"Contracts"                                                  Form #
-----------                                                  ------

GROUP MASTER POLICY                                          GLAU 228

INDIVIDUAL CONTRACT                                          GLAU 178, 229

                                       14

<Page>
Exhibit 10.2

                             UNDERWRITING AGREEMENT

                                       for

                       "Provider" Variable Life Insurance

     THIS AGREEMENT, is entered into as of the effective date provided below, by
and among GLENBROOK LIFE AND ANNUITY COMPANY, ("Glenbrook Life" or "Company") a
life insurance company organized under the laws of the State of Illinois, on its
own and on behalf of the GLENBROOK LIFE VARIABLE LIFE SEPARATE ACCOUNT A,
Separate Account") a separate account established pursuant to the insurance laws
of the State of Illinois, and ALLSTATE LIFE FINANCIAL SERVICES, INC.,
("Principal Underwriter"), a corporation organized under the laws of the state
of Delaware.

                                    RECITALS

     WHEREAS, Company proposes to issue to the public certain modified single
premium variable life contracts identified in the Attachment A ("Contracts");
and

     WHEREAS, Company, by resolution adopted on January 15, 1996, established
the Separate Account for the purpose of issuing the Contracts; and

     WHEREAS, the Separate Account is registered with the Securities and
Exchange Commission ("Commission") as a unit investment trust under the
Investment Company Act of 1940 (File No. 811-07825); and

     WHEREAS, the Contracts to be issued by Company are registered with the
Commission under the Securities Act of 1933 and the Investment Company Act of
1940 (File No: 333-02851) for offer and sale to the public, and otherwise are in
compliance with all applicable laws; and

<Page>

     WHEREAS, Principal Underwriter, a broker-dealer registered under the
Securities Exchange Act of 1934 and a member of the National Association of
Securities Dealers, Inc. ("NASD"), proposes to act as principal underwriter on
an agency (best efforts) basis in the marketing and distribution of said
Contracts; and

     WHEREAS, Company desires to obtain the services of Principal Underwriter as
an underwriter and distributor of said Contracts issued by Company through the
Separate Account;

     NOW THEREFORE, in consideration of the foregoing, and of the mutual
covenants and conditions set forth herein, and for other good and valuable
consideration, the Company, the Separate Account, and the Principal Underwriter
hereby agree as follows:

1.   AUTHORITY AND DUTIES

     (a)  Principal Underwriter will serve as an underwriter and distributor on
          an agency basis for the Contracts which will be issued by the Company
          through the Separate Account.

     (b)  Principal Underwriter will use its best efforts to provide information
          and marketing assistance to licensed insurance agents and
          broker-dealers on a continuing basis. However, Principal Underwriter
          shall be responsible for compliance with the requirements of state
          broker-dealer regulations and the Securities Exchange Act of 1934 as
          each applies to Principal Underwriter in connection with its duties as
          distributor of said Contracts. Moreover, Principal Underwriter shall
          conduct its affairs in accordance with the rules of Fair Practice of
          the NASD.

                                        2
<Page>

     (c)  Subject to agreement with the Company, Principal Underwriter may enter
          into selling agreements with broker-dealers which are registered under
          the Securities Exchange Act of 1934 and/or authorized by applicable
          law or exemptions to sell variable annuity contracts issued by Company
          through the Separate Account. Any such contractual arrangement is
          expressly made subject to this Agreement, and Principal Underwriter
          will at all times be responsible to Company for supervision of
          compliance with the federal securities laws regarding distribution of
          Contracts.

2.   WARRANTIES

     (a)  The Company represents and warrants to Principal Underwriter that:

          (i)    Registration Statements (on Forms S 6 and N-8B2 for each of the
                 Contracts identified in Attachment A have been filed with the
                 Commission in the form previously delivered to Principal
                 Underwriter and that copies of any and all amendments thereto
                 will be forwarded to Principal Underwriter at the time that
                 they are filed with Commission;

          (ii)   The Registration Statements and any further amendments or
                 supplements thereto will, when they become effective, conform
                 in all material respects to the requirements of the Securities
                 Act of 1933 and the Investment Company Act of 1940, and the
                 rules and regulations of the Commission under such Acts, and
                 will not contain any untrue statement of a material fact or
                 omit to state a material fact required to be stated therein or
                 necessary to make the statements therein not misleading;
                 provided,

                                        3
<Page>

                 however, that this representation and warranty shall not apply
                 to any statement or omission made in reliance upon and in
                 conformity with information furnished in writing to Company by
                 Principal Underwriter expressly for use therein;

          (iii)  The Company is validly existing as a stock life insurance
                 company in good standing under the laws of the State of
                 Illinois, with power to own its properties and conduct its
                 business as described in the Prospectus, and has been duly
                 qualified for the transaction of business and is in good
                 standing under the laws of each other jurisdiction in which it
                 owns or leases properties, or conducts any business;

          (iv)   The Contracts to be issued by the Company and through the
                 Separate Account and offered for sale by Principal Underwriter
                 on behalf of the Company hereunder have been duly and validly
                 authorized and, when issued and delivered with payment
                 therefore as provided herein, will be duly and validly issued
                 and will conform to the description of such Contracts contained
                 in the Prospectuses relating thereto;

          (v)    Those persons who offer and sell the Contracts are to be
                 appropriately licensed or appointed to comply with the state
                 insurance laws;

          (vi)   The performance of this Agreement and the consummation of the
                 transactions contemplated by this Agreement will not result in
                 a violation of any of the provisions of or default under any
                 statute, indenture,

                                        4
<Page>

                 mortgage, deed of trust, note agreement or other agreement or
                 instrument to which Company is a party or by which Company is
                 bound (including Company's Charter or By-laws as a stock life
                 insurance company, or any order, rule or regulation of any
                 court or governmental agency or body having jurisdiction over
                 Company or any of its properties);

          (vii)  There is no consent, approval, authorization or order of any
                 court or governmental agency or body required for the
                 consummation by Company of the transactions contemplated by
                 this Agreement, except such as may be required under the
                 Securities Exchange Act of 1934 or state insurance or
                 securities laws in connection with the distribution of the
                 Contracts; and

          (viii) There are no material legal or governmental proceedings pending
                 to which Company or the Separate Account is a party or of which
                 any property of Company or the Separate Account is the subject
                 (other than as set forth in the Prospectus relating to the
                 Contracts, or litigation incidental to the kind of business
                 conducted by the Company) which, if determined adversely to
                 Company, would individually or in the aggregate have a material
                 adverse effect on the financial position, surplus or operations
                 of Company.

     (b)  Principal Underwriter represents and warrants to Company that:

          (i)    It is a broker-dealer duly registered with the Commission
                 pursuant to the Securities Exchange Act of 1934, is a member in
                 good standing of the

                                        5
<Page>

                 NASD, and is in compliance with the securities laws in those
                 states in which it conducts business as a broker-dealer;

          (ii)   As a principal underwriter, it shall permit the offer and sale
                 of Contracts to the public only by and through persons who are
                 appropriately licensed under the securities laws and who are
                 appointed in writing by the Company to be authorized insurance
                 agents unless such persons are exempt from licensing and
                 appointment requirements;

          (iii)  The performance of this Agreement and the consummation of the
                 transactions herein contemplated will not result in a breach or
                 violation of any of the terms or provisions of or constitute a
                 default under any statute, indenture, mortgage, deed of trust,
                 note agreement or other agreement or instrument to which
                 Principal Underwriter is a party or by which Principal
                 Underwriter is bound (including the Certificate of
                 Incorporation or By-laws of Principal Underwriter or any order,
                 rule or regulation of any court or governmental agency or body
                 having jurisdiction over either Principal Underwriter or its
                 property); and

          (iv)   To the extent that any statements made in the Registration
                 Statements, or any amendments or supplements thereto, are made
                 in reliance upon and in conformity with written information
                 furnished to Company by Principal Underwriter expressly for use
                 therein, such statements will, when they become effective or
                 are filed with the Commission, as the case may be, conform in
                 all material respects to the requirements of the Securities Act

                                        6
<Page>

                 of 1933 and the rules and regulations of the Commission
                 thereunder, and will not contain any untrue statement of a
                 material fact or omit to state any material fact required to be
                 stated therein or necessary to make the statements therein not
                 misleading.

3.   BOOKS AND RECORDS

     (a)  Principal Underwriter shall keep, in a manner and form approved by
          Company and in accordance with Rules 17a-3 and 17a-4 under the
          Securities Exchange Act of 1934, correct records and books of account
          as required to be maintained by a registered broker-dealer, acting as
          principal underwriter, of all transactions entered into on behalf of
          Company with respect to its activities under this Agreement. Principal
          Underwriter shall make such records and books of account available for
          inspection by the Commission, and Company shall have the right to
          inspect, make copies of or take possession of such records and books
          of account at any time upon demand.

     (b)  Subject to applicable Commission or NASD restrictions, Company will
          send confirmations of Contract transactions to Contract Owners.
          Company will make such confirmations and records of transactions
          available to Principal Underwriter upon request. Company will also
          maintain Contract Owner records on behalf of Principal Underwriter to
          the extent permitted by applicable securities laws.

                                        7
<Page>

4.   SALES MATERIALS

     (a)  After authorization to commence the activities contemplated herein,
          Principal Underwriter will utilize the currently effective prospectus
          relating to the subject Contracts in connection with its underwriting,
          marketing and distribution efforts. As to other types of sales
          material, Principal Underwriter hereby agrees and will require any
          participating or selling broker-dealers to agree that they will use
          only sales materials which have been authorized for use by Company,
          which conform to the requirements of federal and state laws and
          regulations, and which have been filed where necessary with the
          appropriate regulatory authorities, including the NASD.

     (b)  Principal Underwriter will not distribute any prospectus, sales
          literature or any other printed matter or material in the underwriting
          and distribution of any Contract if, to the knowledge of Principal
          Underwriter, any of the foregoing misstates the duties, obligation or
          liabilities of Company or Principal Underwriter.

5.   COMPENSATION

     (a)  Company agrees to pay Principal Underwriter for direct expenses
          incurred on behalf of Company. Such direct expenses shall include, but
          not be limited to, the costs of goods and services purchased from
          outside vendors, travel expenses and state and federal regulatory fees
          incurred on behalf of Company.

                                        8
<Page>

     (b)  Principal Underwriter shall present a statement after the end of the
          quarter showing the apportionment of services rendered and the direct
          expenses incurred. Settlements are due and payable within thirty days.

6.   PURCHASE PAYMENTS

Principal Underwriter shall arrange that all purchase payments collected on the
sale of the Contracts are promptly and properly transmitted to Company for
immediate allocation to the Separate Account in accordance with the procedures
of Company and the directions furnished by the purchasers of such Contracts at
the time of purchase.

7.   UNDERWRITING TERMS

     (a)  Principal Underwriter makes no representations or warranties regarding
          the number of Contracts to be sold by licensed broker-dealers and
          registered representatives of broker-dealers or the amount to be paid
          thereunder. Principal Underwriter does, however, represent that it
          will actively engage in its duties under this Agreement on a
          continuous basis while there are effective registration statements
          with the Commission.

     (b)  Principal Underwriter will use its best efforts to ensure that the
          Contracts shall be offered for sale by registered broker-dealers and
          registered representatives (who are duly licensed as insurance
          agents) on the terms described in the currently effective prospectus
          describing such Contracts.

                                        9
<Page>

     (c)  It is understood and agreed that Principal Underwriter may render
          similar services to other companies in the distribution of other
          variable contracts.

     (d)  The Company will use its best efforts to assure that the Contracts are
          continuously registered under the Securities Act of 1933 (and under
          any applicable state "blue sky" laws) and to file for approval under
          state insurance laws when necessary.

     (e)  The Company reserves the right at any time to suspend or limit the
          public offering of the subject Contracts upon one day's written notice
          to Principal Underwriter.

8.   LEGAL AND REGULATORY ACTIONS

     (a)  The Company agrees to advise Principal Underwriter immediately of:

          (i)    any request by the Commission for amendment of the Registration
                 Statement or for additional information relating to the
                 Contracts;

          (ii)   the issuance by the Commission of any stop order suspending the
                 effectiveness of the Registration Statement relating to the
                 Contracts or the initiation of any proceedings for that
                 purpose; and

          (iii)  the happening of any known material event which makes untrue
                 any statement made in the Registration Statement relating to
                 the Contracts or which requires the making of a change therein
                 in order to make any statement made therein not misleading.

                                       10
<Page>

     (b)  Each of the undersigned parties agrees to notify the other in writing
          upon being apprised of the institution of any proceeding,
          investigation or hearing involving the offer or sale of the subject
          Contracts.

     (c)  During any legal action or inquiry, Company will furnish to Principal
          Underwriter such information with respect to the Separate Account and
          Contracts in such form and signed by such of its officers as Principal
          Underwriter may reasonably request and will warrant that the
          statements therein contained when so signed are true and correct.

9.   TERMINATION

     (a)  This Agreement will terminate automatically upon its assignment.

     (b)  This Agreement shall terminate without the payment of any penalty by
          either party upon sixty (60) days' advance written notice.

     (c)  This Agreement shall terminate at the option of the Company upon
          institution of formal proceedings against Principal Underwriter by the
          NASD or by the Commission, or if Principal Underwriter or any
          representative thereof at any time:

          (i)    employs any device, scheme, artifice, statement or omission to
                 defraud any person;

                                       11
<Page>

          (ii)   fails to account and pay over promptly to the Company money due
                 it according to the Company's records; or

          (iii)  violates the conditions of this Agreement.

10.  INDEMNIFICATION

The Company agrees to indemnify Principal Underwriter for any liability that it
may incur to a Contract owner or party-in-interest under a Contract:

     (a)  arising out of any act or omission in the course of or in connection
          with rendering services under this Agreement; or

     (b)  arising out of the purchase, retention or surrender of a contract;
          provided, however, that the Company will not indemnify Principal
          Underwriter for any such liability that results from the willful
          misfeasance, bad faith or gross negligence of Principal Underwriter or
          from the reckless disregard by such Principal Underwriter of its
          duties and obligations arising under this Agreement.

11.  GENERAL PROVISIONS

     (a)  This Agreement shall be subject to the laws of the State of Illinois.

                                       12
<Page>

     (b)  This Agreement, along with any Schedules attached hereto and
          incorporated herein by reference, may be amended from time to time by
          the mutual agreement and consent of the undersigned parties.

     (c)  In case any provision in this Agreement shall be invalid, illegal or
          unenforceable, the validity, legality and enforceability of the
          remaining provisions shall not in way be affected or impaired thereby.

     IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to
be duly executed, to be effective as of January 1, 1997.

GLENBROOK LIFE AND ANNUITY COMPANY
(and GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A)

BY: /s/ Craig G. Whitehead                          5/23/97
    --------------------------                  -------------------------------
    Sr. Vice President                             Date (ratified for above)


ALLSTATE LIFE FINANCIAL SERVICES, INC.


BY: /s/ Robert Kelly                                5/29/97
    --------------------------                  -------------------------------
    President                                     Date (ratified for above)

                                       13
<Page>

                                                                    Attachment A

                             UNDERWRITING AGREEMENT

<Table>
<Caption>

"CONTRACTS"                                                         FORM #
-----------                                                         ------
<S>                                                                 <C>
SINGLE LIFE MASTER POLICY                                           KLU205

SINGLE LIFE CONTRACT                                                KLU97

JOINT AND SURVIVOR MASTER POLICY                                    KLU207

JOINT AND SURVIVOR CONTRACT                                         KLU98
</Table>

                                       14
<Page>
Exhibit 10.3

                              REINSURANCE AGREEMENT

                                   BETWEEN THE

            GLENBROOK LIFE AND ANNUITY COMPANY, NORTHBROOK, ILLINOIS
                            (HEREINAFTER "GLENBROOK")

                                       AND

              ALLSTATE LIFE INSURANCE COMPANY, NORTHBROOK, ILLINOIS
                            (HEREINAFTER "ALLSTATE")

                                    ARTICLE I

                              BASIS OF REINSURANCE

1.   One-hundred percent (100%) of the net benefits (defined in Article II,
     Paragraph 1), under all eligible policies (defined in Schedule A) of
     GLENBROOK, will be reinsured with ALLSTATE.

2.   The reinsurance will be ceded to ALLSTATE on an automatic coinsurance
     basis.

3.   In no event will reinsurance on an application or a policy under this
     Agreement be in force unless the corresponding application or policy issued
     by GLENBROOK, or the reinsurance accepted by GLENBROOK, as the case may be,
     is in force.

                                   ARTICLE II

                              REINSURANCE BENEFITS

1.   Net benefits are defined as follows:

     (a)  For an application received, or a policy issued directly by GLENBROOK
          and reinsured under this Agreement, net benefits are the actual
          amounts payable by GLENBROOK to the policyholder, less any amounts
          payable to GLENBROOK by another reinsurer with respect to the
          policy. These payments include, but are not limited to, death
          benefits, endowment

<Page>

          benefits, annuity benefits, disability benefits, benefits under
          accident and health policies, surrender benefits, and payments on
          supplemental contracts with and without life contingencies.

     (b)  For policies reinsured by GLENBROOK and retroceded under this
          Agreement, net benefits are the actual amounts payable by GLENBROOK to
          the ceding company with respect to the policy reinsured by GLENBROOK.
          These payments will include commissions and expense allowances on
          reinsurance accepted.

2.   With respect to applications received, or policies issued directly or
     reinsured by GLENBROOK, after the Effective Date of this Agreement,
     ALLSTATE's liability for net benefits will begin simultaneously with that
     of GLENBROOK and will include any liability GLENBROOK may incur as a result
     of a Temporary Insurance Agreement or Conditional Receipt issued in
     conjunction with a policy subject to this Agreement.

3.   ALLSTATE's liability under this Agreement will continue as long as
     GLENBROOK remains liable on the underlying coverage, and will terminate
     simultaneously with GLENBROOK's termination of liability.

                                   ARTICLE III

                                   SETTLEMENTS

1.   While this Agreement is in effect, GLENBROOK shall pay to ALLSTATE, no less
     frequently than weekly, with respect to policies reinsured under this
     Agreement, a reinsurance premium equal to (or the accounting equivalent of)
     the sum of Items (a), (b) and (c) below, less the sum of Items (d) and (e)
     below, as applicable for the period since the date of GLENBROOK's last
     payment to ALLSTATE.

     (a)  Gross premiums (direct and reinsurance assumed) collected by
          GLENBROOK.

     (b)  Reserves transferred from a GLENBROOK Separate Account to the
          GLENBROOK General Account.

     (c)  Policy loan repayments, including interest, collected by GLENBROOK.

     (d)  Gross premiums refunded by GLENBROOK to policyholders.

                                        2
<Page>

     (e)  Reserves transferred from the GLENBROOK General Account to the
          GLENBROOK Separate Account.

2.   While this Agreement is in effect, ALLSTATE shall pay to GLENBROOK, no less
     frequently than weekly, a benefit and expense allowance equal to (or the
     accounting equivalent of) the sum of Items (a), (b), (c), (d) and (e)
     below, with respect to the policies reinsured under this Agreement, as
     applicable for the period since the date of ALLSTATE's last payment to
     GLENBROOK.

     (a)  Net benefits (as defined in Article II) paid by GLENBROOK.

     (b)  Commissions and other sales compensation paid by GLENBROOK.

     (c)  General insurance expenses paid by GLENBROOK.

     (d)  Insurance taxes, licenses and fees (excluding Federal Income Tax) paid
          by GLENBROOK.

     (e)  Policy loan distributions to policyholders paid by GLENBROOK.

                                   ARTICLE IV

                                   OVERSIGHTS

ALLSTATE shall be bound as GLENBROOK is bound, and it is expressly understood
and agreed that if failure to reinsure or failure to comply with any terms of
this Agreement is shown to be unintentional and the result of misunderstanding
or oversight on the part of either GLENBROOK or ALLSTATE, both GLENBROOK and
ALLSTATE shall be restored to the positions they would have occupied had no such
error or oversight occurred.

                                    ARTICLE V

                                 POLICY CHANGES

If any change is made in coverage reinsured under this Agreement, GLENBROOK
shall notify ALLSTATE.

                                        3
<Page>

                                   ARTICLE VI

                                    RECAPTURE

1.   If a Policy reinsured under this Agreement becomes ineligible for
     reinsurance (as specified in Schedule A), the policy will be immediately
     recaptured by GLENBROOK.

2.   GLENBROOK shall notify ALLSTATE of any such recapture.

3.   Within ninety (90) days after receiving notice of recapture under
     paragraph 1 of this Article VI, ALLSTATE shall pay to GLENBROOK an amount
     equal to the net reserves attributable to the recaptured policy. Such
     reserves will be calculated as mutually agreed upon by GLENBROOK and
     ALLSTATE.

4.   Within ninety (90) days following the recapture by GLENBROOK of any
     business ceded to another reinsurer, GLENBROOK shall pay to ALLSTATE an
     amount equal to the net reserves attributable to the recaptured business.
     Such reserves will be calculated as mutually agreed upon by GLENBROOK and
     ALLSTATE.

                                   ARTICLE VII

                              INSPECTION OF RECORDS

GLENBROOK and ALLSTATE shall have the right, at any reasonable time, to examine
at the office of the other, any books, documents, reports or records which
pertain in any way to the policies reinsured under this Agreement.

                                  ARTICLE VIII

                                   INSOLVENCY

1.   In the event of the insolvency of GLENBROOK, reinsurance under this
     Agreement is payable by ALLSTATE on the basis of its liability hereunder
     without diminution because of the insolvency of GLENBROOK.

                                        4
<Page>

2.   Further, in the event of the insolvency of GLENBROOK, the liquidator,
     receiver or statutory successor of the insolvent GLENBROOK shall give
     written notice to ALLSTATE of the pendency of an obligation of the
     insolvent GLENBROOK on any policy reinsured, whereupon ALLSTATE may
     investigate such claim and interpose, at its own expense, in the proceeding
     where such claim is to be adjudicated, any defense or defenses which it may
     deem available to GLENBROOK or its liquidator or statutory successor. The
     expense thus incurred by ALLSTATE shall be chargeable, subject to court
     approval, against the insolvent GLENBROOK as part of the expenses of
     liquidation to the extent of a proportionate share of the benefit which may
     accrue to GLENBROOK solely as a result of the defense undertaken by
     ALLSTATE.

3.   All monies due GLENBROOK or ALLSTATE under this Agreement shall be offset
     against each other, dollar for dollar, regardless of the insolvency of
     either party.

                                   ARTICLE IX

                                   ARBITRATION

Any dispute arising with respect to this Agreement which is not settled by
mutual agreement of the parties shall be referred to arbitration. Within twenty
(20) days from receipt of written notice from one party that an arbitrator has
been appointed, the other party will also name an arbitrator. The two
arbitrators will choose a third arbitrator and will forthwith notify the
contracting parties of such choice. Each arbitrator must be a present or former
officer of a life insurance company and must have no present or past affiliation
with this Agreement or with either party. The arbitrators will consider this
Agreement as an honorable engagement rather than merely as a legal obligation,
and will be relieved of all judicial formalities. The decision of the
arbitrators will be final and binding upon the parties hereto. Each party shall
bear the expenses of its own arbitrator and shall jointly and equally bear the
expenses of the third arbitrator and of the arbitration. Any such arbitration
will take place at the Home Office of GLENBROOK, unless some other location is
mutually agreed upon.

                                    ARTICLE X

                              PARTIES TO AGREEMENT

This Agreement is solely between GLENBROOK and ALLSTATE. The acceptance of
reinsurance hereunder does not create any right or legal relation whatever
between ALLSTATE and any party in interest under any policy reinsured hereunder.

                                        5
<Page>

GLENBROOK shall be and remain solely liable to any insured, contract owner, or
beneficiary under any policy reinsured hereunder.

                                   ARTICLE XI

                              DURATION OF AGREEMENT

This Agreement is effective as of June 5, 1992, and is unlimited as to its
duration; provided, however, it may be terminated with respect to the
reinsurance of new business by either party giving sixty (60) days prior written
notice of termination to the other party.

IN WITNESS WHEREOF, the parties to this Agreement have caused it to be duly
executed in duplicate by their respective officers on the date shown below.

GLENBROOK LIFE AND ANNUITY COMPANY, of Northbrook, Illinois

By /s/ Craig G. Whitehead
   ----------------------------
Title  Assistant Vice President
      -------------------------
Date  June 5, 1992
     --------------------------

ALLSTATE LIFE INSURANCE COMPANY, of Northbrook, Illinois

By /s/ James D. Clements
   ----------------------------
Title  Assistant Vice President
      -------------------------
Date  June 5, 1992
     --------------------------

                                        6
<Page>

                              REINSURANCE AGREEMENT

                                     BETWEEN

            GLENBROOK LIFE AND AUNNITY COMPANY, NORTHBROOK, ILLINOIS
                            (HEREINAFTER "GLENBROOK")

                                       AND

             ALLSTATE LIFE INSURANCE COMPANY, NORTHBROOK, ILLINOIS
                             (HEREAFTER "ALLSTATE")


                                   SCHEDULE A

                  COVERAGES ELIGIBLE FOR REINSURANCE HEREUNDER

The coverages eligible for reinsurance hereunder are:

     1.   All those policies issued by, or applications for policies submitted
          to, GLENBROOK on and after the Effective Date of this Agreement, but
          only to the extent that the liability of GLENBROOK therefor is funded
          out of assets allocable to its General Account, and

     2.   All reinsurance accepted by GLENBROOK on and after the Effective Date
          of this Agreement.

                                        7
<Page>

                              AMENDMENT # 1 TO THE

                              REINSURANCE AGREEMENT

                                     BETWEEN

            GLENBROOK LIFE AND ANNUITY COMPANY, NORTHBROOK, ILLINOIS
                            (HEREINAFTER "GLENBROOK")

                                       AND

              ALLSTATE LIFE INSURANCE COMPANY, NORTHBROOK, ILLINOIS
                            (HEREINAFTER "ALLSTATE")

WHEREAS, Glenbrook and Allstate entered into a Coinsurance Agreement
(hereinafter "Agreement") having an effective date of June 5, 1992; and,

WHEREAS, the California Insurance Department has determined that various changes
to the Agreement are required under California insurance law; and,

WHEREAS, Glenbrook and Allstate desire to amend the Agreement with respect to
coverage issued to California residents to meet the California requirements;

NOW THEREFORE, the Agreement is hereby amended with respect to California
residents, as follows;

     1.) Article VIII, "INSOLVENCY", is hereby amended by deleting said Article
in its entirety, and replacing it with the following new Article VIII.

                                  ARTICLE VIII

                                   INSOLVENCY

     1.   The portion of any risk or obligation assumed by Allstate, when such
          portion is ascertained, shall be payable on demand of Glenbrook at the
          same time as Glenbrook shall pay its net retained portion of such risk
          or obligation, and the reinsurance shall be payable by Allstate on the
          basis of the liability of Glenbrook under the contract or contracts
          reinsured under this Agreement without diminution because of the
          insolvency of Glenbrook. In the event of insolvency and the
          appointment of a conservator, liquidator or statutory successor of
          Glenbrook, such portion shall be payable to such conservator,
          liquidator or statutory successor immediately upon demand, on the
          basis of claims allowed against

<Page>

          Glenbrook by any court of competent jurisdiction or, by any
          conservator, liquidator, or statutory successor of Glenbrook having
          authority to allow such claims, without diminution because of such
          insolvency or because such conservator, liquidator or statutory
          successor has failed to pay all or a portion of any claims. Payments
          by Allstate as above set forth shall be made directly to Glenbrook or
          its conservator, liquidator or statutory successor.

     2.   Further, in the event of the insolvency of Glenbrook, the liquidator,
          receiver or statutory successor of the insolvent Glenbrook shall give
          written notice to Allstate of the pendency of an obligation of the
          insolvent Glenbrook on any policy reinsured, whereupon Allstate may
          investigate such claim and interpose at its own expense, in the
          proceeding where such claim is to be adjudicated, any defense or
          defenses which it may deem available to Glenbrook or its liquidator or
          statutory successor. The expense thus incurred by Allstate shall be
          chargeable, subject to court approval, against the insolvent Glenbrook
          as part of the expenses of liquidation to the extent of a
          proportionate share of the benefit which may accrue to Glenbrook
          solely as a result of the defense undertaken by Allstate.

     2.)  Article IX, ARBITRATION, shall be amended to include the following
     language at the end of that article:

          The decision of the Arbitrators shall be handed down within 45 days of
          the date on which the arbitration is concluded.

     3.)  The second paragraph of Article X, PARTIES TO THE AGREEMENT, shall be
     deleted in its entirety and shall be replaced with the following language:

          This Agreement shall be effective as of June 5, 1992,
          and will be unlimited as to its duration; provided,
          however, it may be terminated with respect to the
          reinsurance of new business by either party giving the
          other party ninety (90) days prior written notice of
          termination to the other party.

     4.)  In addition, a new Article XII is added to the Agreement, as follows:

                                   ARTICLE XII

                                     OFFSET

     All monies due Glenbrook or Allstate under this Agreement shall be offset
     against each other dollar for dollar.

<Page>

     5.)  Finally, a new Article XIII is added to the Agreement, as follows:

                                  ARTICLE XIII

                                ENTIRE AGREEMENT

     This Agreement constitutes the entire contract between ALLSTATE
     and GLENBROOK. No variation, modification or changes to this
     Agreement shall binding unless in writing and signed by an
     officer of each party.

This Amendment shall be effective on June 8, 1995. Except as amended hereby, the
Agreement shall remain unchanged.

IN WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their respective officers on the dates shown
below.

GLENBROOK LIFE AND ANNUITY COMPANY         ALLSTATE LIFE INSURANCE COMPANY

By:   /s/ Maria G. Friedman              By:   /s/ Michael J. Velotta
      ---------------------                   ----------------------------
Title:  Vice President                   Title:  VP, Secy & Gen Counsel
       ------------------                       ------------------------
Date:  June 8, 1995                      Date: June 8, 1995
      ---------------------                   ----------------------------

<Page>

                               AMENDMENT NUMBER 2

                          TO THE REINSURANCE AGREEMENT
                             EFFECTIVE JUNE 5, 1992

                                     BETWEEN
                      [GLENBROOK LIFE AND ANNUITY COMPANY]
                        (HEREINAFTER CALLED "GLENBROOK")
                                       AND
                        ALLSTATE LIFE INSURANCE COMPANY
                         (HEREINAFTER CALLED "ALLSTATE")

IT IS HEREBY AGREED, that the Reinsurance Agreement effective June 5, 1992
between GLENBROOK and ALLSTATE (hereinafter "Agreement"), is amended as provided
below.

1.   Effective January 1, 1995, Article III is hereby amended by adding the
     following new paragraph:

          ALLSTATE shall pay to GLENBROOK, no less frequently
          than annually, any taxes incurred by GLENBROOK as a
          result of Section 848 of the Internal Revenue Code
          which concerns capitalization of policy acquisition
          costs.

2.   Effective January 1, 1993, Article III is hereby amended by adding the
     following new paragraph:

          ALLSTATE and GLENBROOK agree to an election under Treasury Regulations
          1-848-2(g)(8), as follows:

          (a)    For each taxable year under this Agreement, the
                 party with net positive consideration, as defined
                 in the regulations promulgated under Treasury Code
                 Section 848, will capitalize specified policy
                 acquisition expenses with respect to this
                 Agreement without regard to the general deductions
                 limitation of Section 848(c)(1);

          (b)    GLENBROOK and ALLSTATE agree to exchange
                 information pertaining to the amount of net
                 consideration for all reinsurance agreements in
                 force between them to ensure consistency for
                 purposes of computing specified policy acquisition
                 expenses. GLENBROOK and ALLSTATE shall agree on
                 the amount of such net consideration for each
                 taxable year no later than the May 1 following the
                 end of such year.

          (c)    This election shall be effective for 1993 and for
                 all subsequent taxable years for which this
                 Agreement remains in effect.

Except as amended hereby, the Agreement shall remain unchanged.

IN WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their respective officers on the dates shown
below.

                                   Page 1 of 2
<Page>

Glenbrook Life and Annuity Company

By     /s/ Sarah R. Donahue
      ---------------------
Title    Vice President
      ---------------------
Date      12/18/95
      ---------------------

Allstate Life Insurance Company

By     /s/ C. Nelson Strom
      ---------------------
Title    AVP
      ---------------------
Date      11/3/95
      ---------------------

                                   Page 2 of 2

<Page>

                               AMENDMENT NUMBER 3

                          TO THE REINSURANCE AGREEMENT
                             EFFECTIVE JUNE 5, 1992

                                     BETWEEN

                       GLENBROOK LIFE AND ANNUITY COMPANY
                        (HEREINAFTER CALLED "GLENBROOK")

                                       AND

                        ALLSTATE LIFE INSURANCE COMPANY
                         (HEREINAFTER CALLED "ALLSTATE")


WHEREAS, GLENBROOK and ALLSTATE entered into a Reinsurance Agreement effective
June 5, 1992 (hereinafter "Agreement"); and

WHEREAS, the parties now believe that the Agreement does not accurately reflect
their existing practices relating to settlements for certain tax benefits and
liabilities; and

WHEREAS, the parties desire to amend the Agreement to reflect the existing
practices with respect to such tax settlements;

NOW, THEREFORE, IT IS HEREBY AGREED, that the Agreement is amended as provided
below.

     1.) Article III, paragraph 2, is amended by replacing subparagraph (d)
         with a new subparagraph (d), as follows:

          (d) Insurance taxes, licenses and fees (excluding Federal Income Tax
          that is not related to the contracts reinsured under this Agreement),
          incurred by GLENBROOK with respect to the contracts reinsured under
          this Agreement.

                                   Page 1 of 2
<Page>

     2.) Article III is further amended by adding a new paragraph 3, as follows:

          3.     No less frequently than quarterly, ALLSTATE will calculate the
          amount of federal and state income tax liabilities incurred by
          GLENBROOK for the quarter related to the contracts reinsured under
          this Agreement, and the amount of federal and state income tax
          benefits earned by GLENBROOK for the quarter related to the contracts
          reinsured under this Agreement. If tax liabilities exceed tax
          benefits, the difference, plus a gross-up for additional federal and
          state income taxes, will be paid by ALLSTATE to GLENBROOK. If tax
          benefits exceed tax liabilities, the difference, plus a gross-up for
          additional federal and state income taxes, will be paid by GLENBROOK
          to ALLSTATE.

Except as amended hereby, the Agreement shall remain unchanged.

IN WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their respective officers on the dates shown
below.

Glenbrook Life and Annuity Company

By     /s/ Sarah R. Donahue
      ----------------------------

Title  Assistant Vice President
      ----------------------------

Date   October 22, 1998
      ----------------------------

Allstate Life Insurance Company

By     /s/ C. Nelson Strom
      ----------------------------

Title   AVP
      ----------------------------

Date         10/22/98
      ----------------------------

                                   Page 2 of 2

<Page>
Exhibit 10.4

                              REINSURANCE AGREEMENT

                                     BETWEEN

            GLENBROOK LIFE AND ANNUITY COMPANY, NORTHBROOK, ILLINOIS
                            (HEREINAFTER "GLENBROOK")

                                       AND

              ALLSTATE LIFE INSURANCE COMPANY, NORTHBROOK, ILLINOIS
                            (HEREINAFTER "ALLSTATE")

                                    ARTICLE I

                              BASIS OF REINSURANCE

1.   ALLSTATE will indemnify and GLENBROOK will automatically reinsure with
     ALLSTATE, according to the terms and conditions hereof, the net liability
     for applications received and contracts issued subsequent to the Effective
     Date by GLENBROOK on the contracts listed in Schedule A.

2.   The indemnity reinsurance provided hereunder shall be on a modified
     coinsurance basis. GLENBROOK shall retain, maintain, and own all assets
     held in relation to the Reserve, as defined in Article II of this
     Agreement.

3.   In no event will reinsurance on an application or a policy under this
     Agreement be in force unless the corresponding application is pending with
     GLENBROOK or policy issued by GLENBROOK, or the reinsurance accepted by
     GLENBROOK, as the case may be, is in force.

                                   ARTICLE II

                              LIABILITY OF ALLSTATE

1.   The liability of ALLSTATE with respect to any contract reinsured hereunder
     will begin simultaneously with that of GLENBROOK. ALLSTATE'S liability with
     respect to any contract reinsured hereunder will terminate on the date
     GLENBROOK'S liability on such contract terminates or the date this
     Agreement is terminated, whichever is earlier. However, termination of this
     Agreement will not terminate ALLSTATE'S liability for benefit payments
     incurred prior to the date of termination.

<Page>

2.   For the purpose of this Agreement, the term "Reserve" will be the "Total
     Liabilities" of GLENBROOK'S Variable Annuity Separate Accounts
     (corresponding to amounts shown on page 3, line 17 of 1992 Separate
     Accounts Statutory Statements).

                                   ARTICLE III

                               MONTHLY SETTLEMENTS

1.   While this Agreement is in effect, GLENBROOK shall pay to ALLSTATE on a
     daily basis, with respect to eligible policies under this Agreement, a
     reinsurance premium equal to the sum of Items (a) and (b) below, less the
     sum of Items (c) and (d) below.

     (a)  Gross premiums (direct and reinsurance assumed) collected by
          GLENBROOK.

     (b)  Reserves transferred from the GLENBROOK General Account to a
          GLENBROOK Separate Account.

     (c)  Gross premiums refunded by GLENBROOK to policyholders.

     (d)  Reserves transferred from a GLENBROOK Separate Account to the
          GLENBROOK General Account.

2.   While this Agreement is in effect, ALLSTATE shall pay to GLENBROOK on a
     daily basis a benefit and expense allowance equal to the sum of Items (a),
     (b), (c), and (d) below.

     (a)  Net benefits (as defined in Paragraph 3 of this Article III) paid by
          GLENBROOK with respect to the contracts reinsured under this
          Agreement.

     (b)  Commissions and other sales compensation incurred by GLENBROOK with
          respect to the contracts reinsured under this Agreement.

     (c)  General insurance expenses incurred by GLENBROOK with respect to the
          contracts reinsured under this Agreement.

     (d)  Insurance taxes, licenses and fees (excluding Federal Income Tax)
          incurred by GLENBROOK with respect to the contracts reinsured under
          this Agreement.

3.   Net Benefits are defined as follows:

     (a)  For a contract issued directly by GLENBROOK and reinsured under this
          Agreement, net benefits are the actual amounts payable by GLENBROOK to
          the

                                        2
<Page>

          contractholder, less any amounts payable to GLENBROOK by another
          reinsurer with respect to the contract. These payments include death
          benefits, endowment benefits, annuity benefits, disability benefits,
          benefits under A & H policies, withdrawals, surrender benefits and
          payments on supplementary contracts with and without life
          contingencies.

     (b)  For contracts reinsured by GLENBROOK and retroceded under this
          Agreement, net benefits and commission and expense allowances are the
          actual amounts payable by GLENBROOK to the ceding company with respect
          to the contract reinsured by GLENBROOK.

4.   Allstate shall pay to GLENBROOK, no less frequently than annually, any
     taxes incurred by GLENBROOK as a result of Section 848 of the Internal
     Revenue Code which concerns capitalization of policy acquisition costs.

                                   ARTICLE IV

                            DAILY RESERVE ADJUSTMENTS

While this Agreement is in effect, on a daily basis a reserve adjustment equal
to the amount defined below shall be paid.

     Let:

          RC  =  The Reserve change in GLENBROOK'S Variable
                 Annuity Separate Accounts from the end of
                 the prior accounting period to the end of
                 the current accounting period for the
                 reinsured contracts (corresponding to the
                 sum of the amounts on page 4, lines 10, 11,
                 12 and 13 of 1992 Separate Account Statutory
                 Statements).

          NII =  The net investment income in GLENBROOK'S
                 Variable Annuity Separate Accounts
                 (corresponding to the sum of the amounts on
                 page 4, line 2 of 1992 Separate Account
                 Statutory Statements), minus interest
                 income on GLENBROOK'S capital investment in
                 Separate Accounts.

                                        3
<Page>

     If RC is greater than NII then a reserve adjustment of RC-NII is payable by
     ALLSTATE to GLENBROOK.

     If NII is greater than RC, then a reserve adjustment of NII-RC is payable
     by GLENBROOK to ALLSTATE.

                                    ARTICLE V

                                   OVERSIGHTS

ALLSTATE shall be bound as GLENBROOK is bound, and it is expressly understood
and agreed that if failure to reinsure or failure to comply with any terms of
this Agreement is shown to be unintentional and the result of misunderstanding
or oversight on the part of either GLENBROOK or ALLSTATE, both GLENBROOK and
ALLSTATE shall be restored to the positions they would have occupied had such
error or oversight not occurred.

                                   ARTICLE VI

                              INSPECTION OF RECORDS

GLENBROOK and ALLSTATE shall have the right, at any reasonable time, to examine
at the office of the other, any books, documents, reports or records which
pertain in any way to the contracts reinsured under this Agreement.

                                   ARTICLE VII

                                   INSOLVENCY

1.   In the event of the insolvency of GLENBROOK, reinsurance hereunder is
     payable by ALLSTATE on the basis of its liability hereunder without
     diminution because of the insolvency of GLENBROOK.

2.   Further, in the event of the insolvency of GLENBROOK, the liquidator,
     receiver or statutory successor of the insolvent GLENBROOK shall give
     written notice to ALLSTATE of the pendency of any obligation of the
     insolvent GLENBROOK on any policy reinsured, whereupon ALLSTATE may
     investigate such claim and interpose at its own expense, in the proceeding
     where such claim is to be adjudicated, any defense or defenses which it may
     deem available to GLENBROOK or its liquidator or statutory

                                        4
<Page>

     successor. The expense thus incurred by ALLSTATE shall be chargeable,
     subject to court approval, against the insolvent GLENBROOK as part of the
     expenses of liquidation to the extent of a proportionate share of the
     benefit which may accrue to GLENBROOK solely as a result of the defense
     undertaken by ALLSTATE.

3.   All moneys due GLENBROOK or ALLSTATE under this agreement shall be offset
     against each other, dollar for dollar, regardless of any insolvency of
     either party.

                                  ARTICLE VIII

                                   ARBITRATION

Any dispute arising with respect to this Agreement which is not settled by
mutual agreement of the parties shall be referred to arbitration. Within twenty
(20) days from receipt of written notice from one party that an arbitrator has
been appointed, the other party will also name an arbitrator. The two
arbitrators shall choose a third arbitrator and shall forthwith notify the
contracting parties of such choice. Each arbitrator shall be a present or former
officer of a life insurance company and should have no present or past
affiliation with this Agreement or with either party. The arbitrators shall
consider this Agreement as an honorable engagement rather than merely as a legal
obligation, and shall be relieved of all judicial formalities. The decision of
the arbitrators shall be final and binding upon the parties hereto. Each party
shall bear the expenses of its own arbitrator and shall jointly and equally bear
the expenses of the third arbitrator and of the arbitration. Any such
arbitration shall take place at the Home Office of GLENBROOK, unless some other
location is mutually agreed upon.

                                   ARTICLE IX

                              PARTIES TO AGREEMENT

This agreement is solely between GLENBROOK and ALLSTATE. The acceptance of
reinsurance hereunder shall not create any right or legal relation whatever
between ALLSTATE and any party in interest under any contract of GLENBROOK
reinsured hereunder. GLENBROOK shall be and remain solely liable to any insured,
contract owner, or beneficiary under any contract reinsured hereunder.

                                        5
<Page>

                                    ARTICLE X

                              DURATION OF AGREEMENT

This agreement will be effective as of September 1st, 1993, and will be
unlimited as to its duration; provided, however, it may be terminated with
respect to the reinsurance of new business by either party giving sixty (60)
days prior written notice of termination.

                                   ARTICLE XI

                                ENTIRE AGREEMENT

This Agreement constitutes the entire contract between ALLSTATE and GLENBROOK.
No variation, modification or changes to this Agreement shall be binding unless
in writing and signed by an officer of each party.

IN WITNESS HEREOF, the parties to this Agreement have caused it to be duly
executed in duplicate by their respective officers on the dates shown below.

GLENBROOK LIFE AND ANNUITY COMPANY of Northbrook, Illinois

By     /s/ Craig G. Whitehead
   -----------------------------------------
Title  Assistant Vice President
      -------------------------------------
Date   September 8, 1993
      --------------------------------------

ALLSTATE LIFE INSURANCE COMPANY of Northbrook, Illinois

By     /s/ James D. Clements
   -----------------------------------------
Title  Assistant Vice President, Assistant
       Secretary & Assistant General Counsel
      --------------------------------------
Date   September 3, 1993
     ---------------------------------------

                                        6
<Page>

                                   SCHEDULE A

                        CONTRACTS SUBJECT TO REINSURANCE

Any annuity contract whose reserve is invested, in whole or in part, in any
account designated as a GLENBROOK Separate Account shall be reinsured under this
Agreement; provided, however, that the portion of any such contract which is not
so invested is not covered under this Agreement.

                                        7
<Page>

                              AMENDMENT # 1 TO THE

                              REINSURANCE AGREEMENT

                                     BETWEEN

            GLENBROOK LIFE AND ANNUITY COMPANY, NORTHBROOK, ILLINOIS
                            (HEREINAFTER "GLENBROOK")

                                       AND

              ALLSTATE LIFE INSURANCE COMPANY, NORTHBROOK, ILLINOIS
                            (HEREINAFTER "ALLSTATE")


WHEREAS, Glenbrook and Allstate entered into a Modified Coinsurance Agreement
(hereinafter "Agreement") having an effective date of September 1, 1993; and,

WHEREAS, the California Insurance Department has determined that various changes
to the Agreement are required under California insurance law; and,

WHEREAS, Glenbrook and Allstate desire to amend the Agreement with respect to
coverage issued to California residents to meet the California requirements;

NOW THEREFORE, the Agreement is hereby amended with respect to California
residents, as follows;

     1.) Article VII, "INSOLVENCY", is hereby amended by deleting said Article
in its entirety, and replacing it with the following new Article VII:

                                   ARTICLE VII

                                   INSOLVENCY

     1.   The portion of any risk or obligation assumed by Allstate, when such
          portion is ascertained, shall be payable on demand of Glenbrook at the
          same time as Glenbrook shall pay its net retained portion of such risk
          or obligation, and the reinsurance shall be payable by Allstate on the
          basis of the liability of Glenbrook under the contract or contracts
          reinsured under this Agreement without diminution because of the
          insolvency of Glenbrook. In the event of insolvency and the
          appointment of a conservator, liquidator or statutory successor of
          Glenbrook, such portion shall be payable to such conservator,
          liquidator or statutory successor immediately upon demand, on the
          basis of claims allowed against

<Page>

          Glenbrook by any court of competent jurisdiction or, by any
          conservator, liquidator, or statutory successor of Glenbrook having
          authority to allow such claims, without diminution because of such
          insolvency or because such conservator, liquidator or statutory
          successor has failed to pay all or a portion of any claims. Payments
          by Allstate as above set forth shall be made directly to Glenbrook or
          its conservator, liquidator or statutory successor.

     2.   Further, in the event of the insolvency of Glenbrook, the liquidator,
          receiver or statutory successor of the insolvent Glenbrook shall give
          written notice to Allstate of the pendency of an obligation of the
          insolvent Glenbrook on any policy reinsured, whereupon Allstate may
          investigate such claim and interpose at its own expense, in the
          proceeding where such claim is to be adjudicated, any defense or
          defenses which it may deem available to Glenbrook or its liquidator or
          statutory successor. The expense thus incurred by Allstate shall be
          chargeable, subject to court approval, against the insolvent Glenbrook
          as part of the expenses of liquidation to the extent of a
          proportionate share of the benefit which may accrue to Glenbrook
          solely as a result of the defense undertaken by Allstate.

     2.)  Article VIII, ARBITRATION, shall be amended to include the following
     language at the end of that article:

          The decision of the Arbitrators shall be handed down
          within 45 days of the date on which the arbitration is
          concluded.

     3.)  Article X, DURATION OF THE AGREEMENT, shall be deleted in its entirety
     and shall be replaced with the following language:

          This Agreement shall be effective as of September 1, 1993,
          and will be unlimited as to its duration; provided,
          however, it may be terminated with respect to the
          reinsurance of new business by either party giving the
          other party ninety (90) days prior written notice of
          termination to the other party.

     4.)  In addition, a new Article XII is added to the Agreement, as follows:

                                   ARTICLE XII

                                     OFFSET

     All monies due Glenbrook or Allstate under this Agreement shall be offset
     against each other dollar for dollar.

<Page>

     5.) Finally, the definition of "RC" contained in Article IV, DAILY RESERVE
ADJUSTMENTS, shall be deleted and replaced with the following language:

     RC = The Reserve change in GLENBROOK'S Variable Annuity
     Separate Accounts from the end of the prior accounting
     period to the end of the current accounting period for the
     reinsured contracts (corresponding to the sum of the amounts
     on page 4, lines 10, 11, 12, and 13 of 1992 Separate Account
     Statutory Statements). An accounting period shall be defined
     as one day.

This amendment shall be effective __________, 1995. Except as amended hereby,
the Agreement shall remain unchanged.

IN WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their respective officers on the dates shown
below.

GLENBROOK LIFE AND ANNUITY COMPANY         ALLSTATE LIFE INSURANCE COMPANY

By:   /s/ Maria G. Friedman            By:   /s/ Michael J. Velotta
    -----------------------                -------------------------
Title: Vice President                  Title: VP, Secy & Gen Counsel
       ---------------                        ---------------------
Date:  June 8, 1995                    Date:  June 8, 1995
      ------------------                     -----------------------

<Page>

                               AMENDMENT NUMBER 2

                          TO THE REINSURANCE AGREEMENT
                           EFFECTIVE SEPTEMBER 1, 1993

                                     BETWEEN

                       GLENBROOK LIFE AND ANNUITY COMPANY
                         (HEREAFTER CALLED "GLENBROOK")

                                       AND

                         ALL STAR LIFE INSURANCE COMPANY
                         (HEREINAFTER CALLED "ALLSTATE")

IT IS HEREBY AGREED, that the Reinsurance Agreement effective September 1, 1993
between GLENBROOK and ALLSTATE (hereinafter "Agreement"), is amended as provided
below.

Effective January 1, 1993, Article III is hereby amended by adding the following
new paragraph:

ALLSTATE and GLENBROOK agree to an election under Treasury Regulations
1-848-2(g)(8), as follows:

     (a)  For each taxable year under this Agreement, the party with
          net positive consideration, as defined in the regulations
          promulgated under Treasury Code Section 848, will
          capitalize specified policy acquisition expenses with
          respect to this Agreement without regard to the general
          deductions limitation of Section 848(c)(1);

     (b)  GLENBROOK and ALLSTATE agree to exchange information
          pertaining to the amount of net consideration for all
          reinsurance agreements in force between them to ensure
          consistency for purposes of computing specified policy
          acquisition expenses. GLENBROOK and ALLSTATE shall agree on
          the amount such net consideration for each taxable year no
          later than the May 1 following the end of such year.

     (c)  This election shall be effective for 1993 and for all subsequent
          taxable years for which this Agreement remains in effect.

Except as amended hereby, the Agreement shall remain unchanged.

IN WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their respective officers on the dates shown
below.

Glenbrook Life and Annuity Company

By     /s/ Sarah R. Donahue
      ---------------------
Title    Vice President
      ---------------------
Date     12/18/95
      ---------------------

                                   Page 1 of 2
<Page>

Allstate Life Insurance Company

By     /s/ C. Nelson Strom
      --------------------
Title    AVP
      --------------------
Date     11/3/95
      --------------------

                                   Page 2 of 2

<Page>

                               AMENDMENT NUMBER 3

                          TO THE REINSURANCE AGREEMENT
                           EFFECTIVE SEPTEMBER 1, 1993

                                     BETWEEN

                       GLENBROOK LIFE AND ANNUITY COMPANY
                        (HEREINAFTER CALLED "GLENBROOK")

                                       AND

                         ALLSTATE LIFE INSURANCE COMPANY
                         (HEREINAFTER CALLED "ALLSTATE")

WHEREAS, GLENBROOK and ALLSTATE entered into a Reinsurance Agreement effective
September 1, 1993 (hereinafter "Agreement"); and

WHEREAS, the parties now believe that the Agreement does not accurately reflect
their existing practices relating to settlements for certain tax benefits and
liabilities; and

WHEREAS, the parties desire to amend the Agreement to reflect the existing
practices with respect to such tax settlements;

NOW, THEREFORE, IT IS HEREBY AGREED, that the Agreement is amended as provided
below.

     1.) Article III, paragraph 2, is amended by replacing subparagraph (d) with
        a new subparagraph (d), as follows:

          (d) Insurance taxes, licenses and fees (excluding Federal Income Tax
          that is not related to the contracts reinsured under this Agreement ),
          incurred by GLENBROOK with respect to the contracts reinsured under
          this Agreement.

     2.) Article III is further amended by adding a new paragraph 5, as follows:

          5.     No less frequently than quarterly, ALLSTATE will calculate the

                                   Page 1 of 2
<Page>

          amount of federal and state income tax liabilities incurred by
          GLENBROOK for the quarter related to the contracts reinsured under
          this Agreement, and the amount of federal and state income tax
          benefits earned by GLENBROOK for the quarter related to the contracts
          reinsured under this Agreement. If tax liabilities exceed tax
          benefits, the difference, plus a gross-up for additional federal and
          state income taxes, will be paid by ALLSTATE to GLENBROOK. If tax
          benefits exceed tax liabilities, the difference, plus a gross-up for
          additional federal and state income taxes, will be paid by GLENBROOK
          to ALLSTATE.

Except as amended hereby, the Agreement shall remain unchanged.

IN WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their respective officers on the dates shown
below.

Glenbrook Life and Annuity Company

By     /s/ Sarah R. Donahue
      -----------------------------
Title  Assistant Vice President
      -----------------------------
Date   October 22, 1998
      -----------------------------

Allstate Life Insurance Company

By      /s/ C. Nelson Strom
      -----------------------------
Title        AVP
      -----------------------------
Date          10/22/98
      -----------------------------

                                   Page 2 of 2


</TEXT>
</DOCUMENT>
