SEC Filing | The Allstate Corporation

View:

As Filed with the Securities and Exchange Commission on December 28, 2004 - -------------------------------------------------------------------------------- FILE NO. 333- ____ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALLSTATE LIFE INSURANCE COMPANY (Exact Name of Registrant) ILLINOIS 36-2554642 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 3100 SANDERS ROAD NORTHBROOK, ILLINOIS 60062 847/402-5000 (Address and Phone Number of Principal Executive Office) MICHAEL J. VELOTTA SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL ALLSTATE LIFE INSURANCE COMPANY 3100 SANDERS ROAD, SUITE J5B NORTHBROOK, ILLINOIS 60062 847/402-5000 (Name, Complete Address and Telephone Number of Agent for Service) COPIES TO: ANGELA M. KING, ESQ. ALSTATE LIFE INSURANCE COMPANY 3100 SANDERS ROAD, SUITE J5B NORTHBROOK, ILLINOIS 60062 Approximate date of commencement of proposed sale to the public: The annuity contracts and interests thereunder covered by this registration statement are 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/ CALCULATION OF REGISTRATION FEE - -------------------------------- --------------------- -------------------------- ---------------------------------------------- Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of registered registered offering price per unit aggregate offering price(1) registration fee(2) - -------------------------------- ---------------------- -------------------------- ---------------------------------------------- Deferred annuity contracts N/A (1) N/A N/A and participating interests therein - -------------------------------- ---------------------- -------------------------- ---------------------------------------------- (1) The Contract does not provide for a predetermined amount or number of units. (2) Units of interest under deferred variable annuity contracts were previously registered under Registration Statement No. 333-00987, and all unsold units are being carried forward pursuant to Rule 429 under the Securities Act. Registrant is filing this registration statement for the purpose of giving effect to certain disclosures and related changes resulting from the merger of Glenbrook Life and Annuity Company ("Glenbrook") into its parent company, Allstate Life Insurance Company ("Allstate"), scheduled to occur on January 1, 2005. Following the merger, Allstate will replace Glenbrook as the issuer of the Contracts described herein.

Allstate Life Insurance Company Allstate Financial Advisors Separate Account I Supplement dated January 3, 2005 to the The Allstate(R) Provider Variable Annuity Prospectuses dated May 1, 2002 This supplement amends certain information contained in the prospectuses for the Allstate(R) Provider Variable Annuity contracts ("Contracts"), formerly issued by Glenbrook Life and Annuity Company ("Glenbrook"). Please read this supplement carefully and retain it for future reference together with your prospectus. All capitalized terms have the same meaning as those included in the prospectuses. Merger of Glenbrook with Allstate Life Effective January 1, 2005, Glenbrook merged with and into its parent company, Allstate Life Insurance Company ("Allstate Life"). The merger of Glenbrook and Allstate Life (the "Merger") was approved by the boards of directors of Allstate Life and Glenbrook. The Merger also received regulatory approval from the Departments of Insurance of the States of Arizona and Illinois, the states of domicile of Glenbrook and Allstate Life, respectively. On the date of the Merger, Allstate Life acquired from Glenbrook all of Glenbrook's assets and became directly liable for Glenbrook's liabilities and obligations with respect to all Contracts issued by Glenbrook. The Merger did not affect the terms of, or the rights and obligations under your Contract, other than to reflect the change to the company that guarantees your Contract benefits from Glenbrook to Allstate Life. You will receive certificate endorsements from Allstate Life that reflect the change from Glenbrook to Allstate Life. The Merger also did not result in any adverse tax consequences for any Contract Owners. Separate Account Consolidation Effective January 1, 2005, and in connection with the Merger, Glenbrook Life Multi-Manager Variable Account and Glenbrook Life and Annuity Company Separate Account A combined with and into the Allstate Financial Advisors Separate Account I ("Allstate Separate Account I"), and consolidated duplicative Variable Sub-Accounts that invest in the same Fund (the "Consolidation"). The accumulation unit values for the Variable Sub-Accounts in which you invest did not change as a result of the Consolidation, and your Contract Value immediately after the Consolidation was the same as the value immediately before the Consolidation. As a result of the Merger and Consolidation, your prospectus is amended as follows: Replace all references to "Glenbrook Life" with "Allstate Life." Replace all references to "Glenbrook Life and Annuity Company Separate Account A" with "Allstate Financial Advisors Separate Account I." All references to "We," "Us," or "our" shall mean "Allstate Life." All references to "the Variable Account" shall mean "Allstate Financial Advisors Separate Account I." "Financial Information" section: Replace the last sentence of the first paragraph with: The financial statements of Allstate Life and Allstate Financial Advisors Separate Account I, which includes financial information giving effect to the Consolidation on a pro forma basis, also appear in the Statement of Additional Information. For a free copy of the Statement of Additional Information, please write or call us at 1-800-755-5275. Under the heading Market Timing and Excessive Trading, at the end of the second paragraph insert the following sentence: MARKET TIMING & EXCESSIVE TRADING The Contracts are intended for long-term investment. Market timing and excessive trading can potentially dilute the value of Variable Sub-Accounts and can disrupt management of a Portfolio and raise its expenses, which can impair Portfolio performance. Our policy is not to accept knowingly any money intended for the purpose of market timing or excessive trading. Accordingly, you should not invest in the Contract if your purpose is to engage in market timing or excessive trading, and you should refrain from such practices if you currently own a Contract. We seek to detect market timing or excessive trading activity by reviewing trading activities. Portfolios also may report suspected market-timing or excessive trading activity to us. If, in our judgment, we determine that the transfers are part of a market timing strategy or are otherwise harmful to the underlying Portfolio, we will impose the trading limitations as described below under "Trading Limitations." Because there is no universally accepted definition of what constitutes market timing or excessive trading, we will use our reasonable judgment based on all of the circumstances. While we seek to deter market timing and excessive trading in Variable Sub-Accounts, not all market timing or excessive trading is identifiable or preventable. Imposition of trading limitations is triggered by the detection of market timing or excessive trading activity, and the trading limitations are not applied prior to detection of such trading activity. Therefore, our policies and procedures do not prevent such trading activity before it first occurs. To the extent that such trading activity occurs prior to detection and the imposition of trading restrictions, the portfolio may experience the adverse effects of market timing and excessive trading described above. 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, 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 excessive trading or because they believe that a specific transfer or group of transfers would have a detrimental effect on the prices of Portfolio shares. In making the determination that trading activity constitutes market timing or excessive trading, we will consider, among other things: .. the total dollar amount being transferred, both in the aggregate and in the transfer request; .. the number of transfers you make over a period of time and/or the period of time between transfers (note: one set of transfers to and from a sub-account in a short period of time can constitute market timing); .. whether your transfers follow a pattern that appears designed to take advantage of short term market fluctuations, particularly within certain Sub-account underlying portfolios that we have identified as being susceptible to market timing activities; .. whether the manager of the underlying portfolio has indicated that the transfers interfere with portfolio management or otherwise adversely impact the portfolio; and .. the investment objectives and/or size of the Sub-account underlying portfolio. If we determine that a contract owner has engaged in market timing or excessive trading activity, we will restrict that contract owner from making future additions or transfers into the impacted Sub-account(s). If we determine that a contract owner has engaged in a pattern of market timing or excessive trading activity involving multiple Sub-accounts, we will also require that all future transfer requests be submitted through regular U.S. mail thereby refusing to accept transfer requests via telephone, facsimile, Internet, or overnight delivery. Any Sub-account or transfer restrictions will be uniformly applied. In our sole discretion, we may revise our Trading Limitations at any time as necessary to better deter or minimize market timing and excessive trading or to comply with regulatory requirements. "More Information" section: Replace the subsections entitled "Glenbrook Life" and "The Variable Account" with the following: ALLSTATE LIFE Allstate Life is the issuer of the Contract. Allstate Life was organized in 1957 is a stock life insurance company under the laws of the state of Illinois. Prior to January 1, 2005, Glenbrook Life and Annuity Company ("Glenbrook Life") issued the Contract. Effective January 1, 2005, Glenbrook Life merged with Allstate Life ("Merger"). On the date of the Merger, Allstate Life acquired from Glenbrook Life all of Glenbrook Life's assets and became directly liable for Glenbrook Life's liabilities and obligations with respect to all contracts issued by Glenbrook Life. Allstate Life is a wholly owned subsidiary of Allstate Insurance Company, a stock property-liability insurance company organized 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. Allstate Life is licensed to operate in the District of Columbia, Puerto Rico, and all jurisdictions except the state of New York. We intend to offer the Contract in those jurisdictions in which we are licensed. Our home office is located at 3100 Sanders Road, Northbrook, Illinois 60062. The Variable Account Allstate Life established the Allstate Financial Advisors Separate Account I in 1999. The Contracts were previously issued through the Glenbrook Life Multi-Manager Variable Account. Effective January 1, 2005, Glenbrook Life Multi-Manager Variable Account and Glenbrook Life and Annuity Company Separate Account A combined with Allstate Financial Advisors Separate Account I and consolidated duplicative Variable Sub-Accounts that invest in the same Portfolio (the "Consolidation"). The Accumulation Unit Values for the Variable Sub-Accounts in which you invest did not change as a result of the Consolidation, and your Contract Value immediately after the Consolidation was the same as the value immediately before the Consolidation. 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 Allstate Life. We own the assets of the Variable Account. The Variable Account is a segregated asset account under Illinois 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 Allstate Life. The Variable Account consists of multiple Variable Sub-Accounts, each of which invests in a corresponding Portfolio. We may add new Variable Sub-Accounts or eliminate one or more of them, if we believe marketing, tax, or investment conditions so warrant. We 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. "Annual Reports and Other Documents" section: Replace the CIK identifying number in the first sentence of the fourth paragraph with "CIK No. 0000352736."

THE ALLSTATE(R) PROVIDER VARIABLE ANNUITY (formerly referred to as "The Glenbrook Provider Variable Annuity") ALLSTATE LIFE INSURANCE COMPANY STREET ADDRESS: 2940 S. 84TH STREET, LINCOLN, NE 68506-4142 MAILING ADDRESS: P.O. BOX 80469, LINCOLN, NE 68501-0469 TELEPHONE NUMBER: 1-800-755-5275 PROSPECTUS DATED JANUARY 3, 2005 ------------------------------------------------------------------------------- Allstate Life Insurance Company ("Allstate Life") is offering the Allstate(R) Provider 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 22 investment alternatives ("INVESTMENT ALTERNATIVES"). The investment alternatives include 2 fixed account options ("FIXED ACCOUNT OPTIONS") and 20 variable sub-accounts ("VARIABLE SUB-ACCOUNTS") of the Allstate Financial Advisors Separate Account I ("VARIABLE ACCOUNT"). Each Variable Sub-Account invests exclusively in shares of the following mutual funds ("FUNDS"): AIM VARIABLE INSURANCE FUNDS DREYFUS STOCK INDEX FUND AMERICAN CENTURY VARIABLE PORTFOLIOS DREYFUS VARIABLE INVESTMENT FUND (VIF) THE DREYFUS SOCIALLY RESPONSIBLE FIDELITY/(R)/ VARIABLE INSURANCE GROWTH FUND, INC. PRODUCTS MFS/(R)/ VARIABLE INSURANCE TRUST/SM/ Each Fund has multiple investment portfolios ("PORTFOLIOS"). Not all of the Funds and/or Portfolios, however, may be available with your Contract. You should check with your sales representative for further information on the availability of Funds and/or Portfolios. Your annuity application will list all available Portfolios. WE (Allstate Life) have filed a Statement of Additional Information, dated January 1, 2005, 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 45 of this prospectus. For a free copy, please write or call us at the address or telephone number above, or go to the SEC's Web site (http:// www.sec.gov). You can find other information and documents about us, including documents that are legally part of this prospectus, at the SEC's Web site. THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THE SECURITIES DESCRIBED IN THIS PROSPECTUS, NOR HAS IT PASSED UPON 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. 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 9 - -------------------------------------------------------------------------------- CONTRACT FEATURES - -------------------------------------------------------------------------------- The Contract 10 - -------------------------------------------------------------------------------- Purchases 11 - -------------------------------------------------------------------------------- Contract Value 12 - -------------------------------------------------------------------------------- Investment Alternatives - -------------------------------------------------------------------------------- The Variable Sub-Accounts 13 - -------------------------------------------------------------------------------- The Fixed Account Options 14 - -------------------------------------------------------------------------------- Transfers 16 - -------------------------------------------------------------------------------- Expenses 18 - -------------------------------------------------------------------------------- Access To Your Money 20 - -------------------------------------------------------------------------------- PAGE - -------------------------------------------------------------------------------- Income Payments 21 - -------------------------------------------------------------------------------- Death Benefits 24 - -------------------------------------------------------------------------------- OTHER INFORMATION - -------------------------------------------------------------------------------- More Information: - -------------------------------------------------------------------------------- Allstate Life 26 - -------------------------------------------------------------------------------- The Variable Account 26 - -------------------------------------------------------------------------------- The Portfolios 27 - -------------------------------------------------------------------------------- The Contract 27 - -------------------------------------------------------------------------------- Non-Qualified Annuities Held Within a Qualified Plan 28 - -------------------------------------------------------------------------------- Legal Matters 28 - -------------------------------------------------------------------------------- Taxes 29 - -------------------------------------------------------------------------------- Annual Reports and Other Documents 34 - -------------------------------------------------------------------------------- APPENDIX A-ACCUMULATION UNIT VALUES 35 - -------------------------------------------------------------------------------- APPENDIX B- MARKET VALUE ADJUSTMENT EXAMPLE 43 - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS 45 - -------------------------------------------------------------------------------- 2 PROSPECTUS

IMPORTANT TERMS - -------------------------------------------------------------------------------- This prospectus uses a number of important terms that you may not be familiar with. The index below identifies the page that describes each term. The first use of each term in this prospectus appears in highlights. PAGE - -------------------------------------------------------------------------------- Accumulation Phase 6 - -------------------------------------------------------------------------------- Accumulation Unit 12 - -------------------------------------------------------------------------------- Accumulation Unit Value 12 - -------------------------------------------------------------------------------- Annuitant 11 - -------------------------------------------------------------------------------- Automatic Additions Program 11 - -------------------------------------------------------------------------------- Automatic Portfolio Rebalancing Program 18 - -------------------------------------------------------------------------------- Beneficiary 10 - -------------------------------------------------------------------------------- Cancellation Period 12 - -------------------------------------------------------------------------------- Contract* 27 - -------------------------------------------------------------------------------- Contract Anniversary 5 - -------------------------------------------------------------------------------- Contract Owner ("You") 10 - -------------------------------------------------------------------------------- Contract Value 12 - -------------------------------------------------------------------------------- Contract Year 4 - -------------------------------------------------------------------------------- Death Benefit Anniversary 26 - -------------------------------------------------------------------------------- Death Proceeds 25 - -------------------------------------------------------------------------------- Dollar Cost Averaging Program 18 - -------------------------------------------------------------------------------- Due Proof of Death 25 - -------------------------------------------------------------------------------- Enhanced Death Benefit Rider 26 - -------------------------------------------------------------------------------- Fixed Account Options 14 - -------------------------------------------------------------------------------- PAGE - -------------------------------------------------------------------------------- Free Withdrawal Amount 19 - -------------------------------------------------------------------------------- Allstate Life ("We" or "Us") 1 - -------------------------------------------------------------------------------- Guarantee Periods 14 - -------------------------------------------------------------------------------- Income Plan 21 - -------------------------------------------------------------------------------- Investment Alternatives 4 - -------------------------------------------------------------------------------- Issue Date 6 - -------------------------------------------------------------------------------- Market Value Adjustment 16 - -------------------------------------------------------------------------------- Payout Phase 6 - -------------------------------------------------------------------------------- Payout Start Date 21 - -------------------------------------------------------------------------------- Portfolios 27 - -------------------------------------------------------------------------------- Qualified Contracts 32 - -------------------------------------------------------------------------------- SEC 1 - -------------------------------------------------------------------------------- Settlement Value 26 - -------------------------------------------------------------------------------- Systematic Withdrawal Program 21 - -------------------------------------------------------------------------------- Valuation Date 11 - -------------------------------------------------------------------------------- Variable Account 26 - -------------------------------------------------------------------------------- Variable Sub-Account 13 - -------------------------------------------------------------------------------- *In certain states the Contract is available only as a group Contract. If you purchase a group Contract, we will issue you a certificate that represents your ownership and that summarizes the provisions of the group Contract. References to "Contract" in this prospectus include certificates, unless the context requires otherwise. 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 $3,000 ($2,000 for "QUALIFIED CONTRACTS," which are Contracts issued with QUALIFIED PLANS). You can add to your Contract as often and as much as you like, but each payment must be at least $50. - ------------------------------------------------------------------------------- RIGHT TO CANCEL You may cancel your Contract within 20 days of receipt or any longer period as your state may require ("CANCELLATION PERIOD"). Upon cancellation, we will return your purchase payments adjusted, to the extent federal or state law permits, to reflect the investment experience of any amounts allocated to the Variable Account. - ------------------------------------------------------------------------------- EXPENSES You will bear the following expenses: .Total Variable Account annual fees equal to 1.35% of average daily net assets (1.45% if you select the ENHANCED DEATH BENEFIT RIDER) .Annual contract maintenance charge of $35 (with certain exceptions) .Withdrawal charges ranging from 0% to 6% of purchase payment withdrawn (with certain exceptions) .Transfer fee of $10 after 12th transfer in any CONTRACT YEAR (fee currently waived) . State premium tax (if your state imposes one) In addition, each Portfolio pays expenses that you will bear indirectly if you invest in a Variable Sub-Account. - ------------------------------------------------------------------------------- INVESTMENT The Contract offers 22 investment alternatives ALTERNATIVES including: .2 Fixed Account Options (which credit interest at rates we guarantee) .20 Variable Sub-Accounts investing in Portfolios offering professional money management by these investment advisers: . A I M Advisors, Inc. . American Century Investment Management, Inc. . The Dreyfus Corporation . Fidelity Management & Research Company . MFS/TM/ Investment Management To find out current rates being paid on the Fixed Account Options or how the Variable Sub-Accounts have performed, call us at 1-800-755-5275. - ------------------------------------------------------------------------------- SPECIAL SERVICES For your convenience, we offer these special services: . AUTOMATIC PORTFOLIO REBALANCING PROGRAM . AUTOMATIC ADDITIONS PROGRAM . DOLLAR COST AVERAGING PROGRAM . SYSTEMATIC WITHDRAWAL PROGRAM - ------------------------------------------------------------------------------- 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 offer an Enhanced Death Benefit Rider. - ------------------------------------------------------------------------------- TRANSFERS Before the Payout Start Date, you may transfer your Contract value ("CONTRACT VALUE") among the investment alternatives, with certain restrictions. Transfers to a Guarantee Period of the Fixed Account must be at least $50. We do not currently impose a fee upon transfers. However, we reserve the right to charge $10 per transfer after the 12th transfer in each "Contract Year," which we measure from the date we issue your Contract or a Contract anniversary ("CONTRACT ANNIVERSARY"). - ------------------------------------------------------------------------------- WITHDRAWALS You may withdraw some or all of your Contract Value at any time prior to the Payout Start Date. In general, you must withdraw at least $50 at a time. Full or partial withdrawals are available under limited circumstances on or after the Payout Start Date. 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 22 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 any of the 2 Fixed Account Options, you will earn a fixed rate of interest that we declare periodically. If you invest in any of the 20 Variable Sub-Accounts, your investment return will vary up or down depending on the performance of the corresponding Portfolios. Second, the Contract can help you plan for retirement because you can use it to receive retirement income for life and/ or for a pre-set number of years, by selecting one of the income payment options (we call these "INCOME PLANS") described on page 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 Portfolios. The amount of money you accumulate under your Contract during the Accumulation Phase and apply to an Income Plan will determine the amount of your income payments during the Payout Phase. The timeline below illustrates how you might use your Contract. Issue 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 none, the BENEFICIARY will exercise the rights and privileges provided by the Contract. See "The Contract." In addition, if you die before the Payout Start Date, we will pay a death benefit to any surviving Contract Owner, or if there is none, to your Beneficiary. See "Death Benefits." Please call us at 1-800-755-5275 if you have any question 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 that may be imposed by the state where you reside. For more information about Variable Account expenses, see "Expenses," below. For more information about Portfolio expenses, please refer to the accompanying prospectuses for the Portfolios. 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+ Payment Being Withdrawn - -------------------------------------------------------------------------------------------- Applicable Charge 6% 6% 5% 5% 4% 3% 0% - -------------------------------------------------------------------------------------------- Annual Contract Maintenance Charge $35.00** - -------------------------------------------------------------------------------------------- Transfer Fee $10.00*** - -------------------------------------------------------------------------------------------- *Each Contract Year, you may withdraw up to 15% of your aggregate purchase payments without incurring a withdrawal charge. ** We will waive this charge in certain cases. See "Expenses." *** Applies solely to the thirteenth and subsequent transfers within a Contract Year, excluding transfers due to dollar cost averaging and automatic portfolio rebalancing. We are currently waiving the transfer fee. VARIABLE ACCOUNT ANNUAL EXPENSES Policy with Enhanced (AS A PERCENTAGE OF DAILY NET ASSET VALUE Death Benefit Rider DEDUCTED FROM EACH VARIABLE SUB-ACCOUNT) Base Policy - ------------------------------------------------------------------------------- Mortality and Expense Risk Charge 1.25% 1.35% - ------------------------------------------------------------------------------- Administrative Expense Charge 0.10% 0.10% - ------------------------------------------------------------------------------- Total Variable Account Annual Expense 1.35% 1.45% - ------------------------------------------------------------------------------- PORTFOLIO ANNUAL EXPENSES (AS A PERCENTAGE OF PORTFOLIO AVERAGE DAILY NET ASSETS)/1/ The next table shows the minimum and maximum total operating expenses charged by the Portfolios that you may pay periodically during the time that you own the Contract. Advisers and/or other service providers of certain Portfolios may have agreed to waive their fees and/or reimburse Portfolio expenses in order to keep the Portfolios' 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 Portfolio's fees and expenses appears in the prospectus for each Portfolio. ANNUAL PORTFOLIO EXPENSES - -------------------------------------------------------------------------------- Minimum Maximum - -------------------------------------------------------------------------------- Total Annual Portfolio Operating Expenses/(1)/ (expenses that are deducted from Portfolio assets, which may include management fees, distribution and/or services (12b-1) fees, 0.27% 1.34% and other expenses) - -------------------------------------------------------------------------------- (1) Expenses are shown as a percentage of Portfolio average daily net assets (before any waiver or reimbursement) as of December 31, 2003. 7 PROSPECTUS

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 Portfolio fees and expenses. The example shows the dollar amount of expenses that you would bear directly or indirectly if you: .. invested $10,000 in a Variable Sub-Account, .. earned a 5% annual return on your investment, .. surrendered your Contract, or you began receiving income payments for a specified period of less than 120 months, at the end of each time period, and .. elected the Enhanced Death Benefit Rider. THE EXAMPLE DOES NOT INCLUDE ANY TAXES OR TAX PENALTIES YOU MAY BE REQUIRED TO PAY IF YOU SURRENDER YOUR CONTRACT. The first line of the example assumes that the maximum fees and expenses of any of the Portfolios are charged. The second line of the example assumes that the minimum fees and expenses of any of the Portfolios are charged. Your actual expenses may be higher or lower than those shown below 1 Year 3 Years 5 Years 10 Years - ------------------------------------------------------------------------------------------------------------------------- Costs Based on Maximum Annual Portfolio Expenses $80 $130 $175 $315 - ------------------------------------------------------------------------------------------------------------------------- Costs Based on Minimum Annual Portfolio Expenses $69 $ 97 $120 $204 - ------------------------------------------------------------------------------------------------------------------------- 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. 1 Year 3 Years 5 Years 10 Years - ------------------------------------------------------------------------------------- Costs Based on Maximum Annual Portfolio $29 $88 $149 $315 Expenses - ------------------------------------------------------------------------------------- Costs Based on Minimum Annual Portfolio $18 $55 $ 94 $204 Expenses - ------------------------------------------------------------------------------------- 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 PORTFOLIO 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 1.35%, AN ADMINISTRATIVE EXPENSE CHARGE OF 0.10%, AND AN ANNUAL CONTRACT MAINTENANCE CHARGE OF $35. IF THAT RIDER WERE NOT ELECTED, THE EXPENSE FIGURES SHOWN ABOVE WOULD BE SLIGHTLY LOWER. THE ABOVE EXAMPLES ALSO ASSUME TOTAL ANNUAL PORTFOLIO EXPENSES LISTED IN THE EXPENSE TABLE WILL CONTINUE THROUGHOUT THE PERIODS SHOWN. 8 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 the Contracts were first offered. 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 Allstate Life and Allstate Financial Advisors Separate Account I, which include financial information giving effect to the Consolidation on a pro forma basis, also appear in the Statement of Additional Information. For a free copy of the Statement of Additional Information, please write or call us at 1-800-755-5275. 9 PROSPECTUS

THE CONTRACT - -------------------------------------------------------------------------------- CONTRACT OWNER The Allstate Provider Variable Annuity is a contract between you, the Contract Owner, and Allstate 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 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-living person and a living person. If the Contract Owner is a grantor trust, the Contract Owner will be considered a non-living person for purposes of the Death of Owner and Death of Annuitant provisions of your Contract. The maximum age of the oldest Contract Owner or Annuitant cannot exceed 90 as of the date we receive the completed application. You may change the Contract Owner at any time. We will provide a change of ownership form to be signed by you and filed with us. After we accept the form, the change of ownership will be effective as of the date you signed the form. Until we receive your written notice to change the Contract Owner, we are entitled to rely on the most recent ownership information in our files. We will not be liable as to any payment or settlement made prior to receiving the written notice. Accordingly, if you wish to change the Contract Owner, you should deliver your written notice to us promptly. Each change is subject to any payment made by us or any other action we take before we accept the change. 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. BENEFICIARY The Beneficiary is the person who may elect to receive the Death Proceeds or become the new Contract Owner, subject to the "Death of Owner" section below, if the sole surviving Contract Owner dies before the Payout Start Date. If the sole surviving Contract Owner dies after the Payout Start Date, the Beneficiary will receive any guaranteed income payments scheduled to continue. You may name one or more primary and contingent Beneficiaries when you apply for a Contract. The primary Beneficiary is the person who is first entitled to receive benefits under the Contract upon the death of the sole surviving Contract Owner. A contingent Beneficiary is the person selected by the Contract Owner who will become the Beneficiary if all named primary Beneficiaries die before the death of the sole surviving Contract Owner. 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. You may change or add Beneficiaries at any time, unless you have designated an irrevocable Beneficiary. We will provide a change of Beneficiary form to be signed by you and filed with us. After we accept the form, the change of Beneficiary will be effective as of the date you signed the form. Until we receive your written notice to change a Beneficiary, we are entitled to rely on the most recent Beneficiary information in our files. We will not be liable as to any payment or settlement made prior to receiving the written notice. Accordingly, if you wish to change your Beneficiary, you should deliver your written notice to us promptly. Each change is subject to any payment made by us or any other action we take before we accept the change. If you did not name a Beneficiary or, unless otherwise provided in the Beneficiary designation, if a named Beneficiary is no longer living and there are no other surviving primary or contingent Beneficiaries, the new Beneficiary will be: .. your spouse or, if he or she is no longer alive, .. your surviving children equally, or if you have no surviving children, .. your estate. If one or more Beneficiaries survives you, we will divide the Death Proceeds among the surviving Beneficiaries according to your most recent written instructions. If you have not given us written instructions, we will pay the Death Proceeds in equal amounts to the surviving Beneficiaries. If more than one Beneficiary shares in the Death Proceeds, each Beneficiary will be treated as a separate and independent owner of his or her respective share. Each Beneficiary will exercise all rights related to his or 10 PROSPECTUS

her share including the sole right to select a payout option, subject to any restrictions previously placed upon the Beneficiary. Each Beneficiary may designate a Beneficiary(ies) for his or her respective share, but that designated Beneficiary(ies) will be restricted to the payout option chosen by the original Beneficiary. MODIFICATION OF THE CONTRACT Only an Allstate 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 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. ANNUITANT The Annuitant is the individual whose life determines the amount and duration of income payments (other than under Income Plans with guaranteed payments for a specified period). You initially designate an Annuitant in your application. You may change the Annuitant at any time prior to the Payout Start Date (only if the Contract Owner is a living person). Once we accept a change, it takes effect as of the date you signed the request. Each change is subject to any payment we make or other action we take before we accept it. You may designate a joint Annuitant, who is a second person on whose life income payments depend at the time you select an Income Plan. We permit joint Annuitants only on or after the Payout Start Date. If the Annuitant dies prior to the Payout Start Date, the new Annuitant will be: (i) the youngest Contract Owner; otherwise, (ii) the youngest Beneficiary. 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 payable to the Beneficiary. We will not be bound by any assignment until the assignor signs it and files it with us. We are not responsible for the validity of any assignment. Federal law prohibits or restricts the assignment of benefits under many types of retirement plans and the terms of such plans may themselves contain restrictions on assignments. An assignment may also result in taxes or tax penalties. YOU SHOULD CONSULT WITH AN ATTORNEY BEFORE TRYING TO ASSIGN YOUR CONTRACT. PURCHASES - -------------------------------------------------------------------------------- MINIMUM PURCHASE PAYMENTS Your initial purchase payment must be at least $3,000 ($2,000 for a Qualified Contract). All subsequent purchase payments must be $50 or more. You may make purchase payments at any time prior to the Payout Start Date. We reserve the right to limit the maximum amount of purchase payments we will accept. AUTOMATIC ADDITIONS PROGRAM You may make subsequent purchase payments by automatically transferring money from your bank account. Consult your sales representative for more detailed information. ALLOCATION OF PURCHASE PAYMENTS At the time you apply for a Contract, you must decide how to allocate your purchase payments among the investment alternatives. The allocation you specify on your application will be effective immediately. All allocations must be in whole percents that total 100% or in whole dollars. You can change your allocations by notifying us in writing. We 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 home office. If your application is incomplete, we will ask you to complete your application within 5 business days. If you do so, we will credit your initial purchase payment to your Contract within that 5 business day period. If you do not, we will return your purchase payment at the end of the 5 business day period unless you expressly allow us to hold it until you complete the application. We will credit subsequent purchase payments to the Contract at the close of the business day on which we receive the purchase payment at our headquarters. We are open for business each day Monday through Friday that the New York Stock Exchange is open for business. We also refer to these days as "VALUATION DATES." Our business day closes when the New York Stock Exchange closes, usually 4 p.m. Eastern Time (3 p.m. Central Time). If we receive your purchase payment after 3 p.m. Central Time on any Valuation Date, we will credit your purchase payment using the Accumulation Unit Values computed on the next Valuation Date. 11 PROSPECTUS

RIGHT TO CANCEL You may cancel the Contract by returning it to us within the Cancellation Period, which is the 20 day period after you receive the Contract, or a longer period should your state require it. You may return your Contract by delivering it or mailing it to us. If you exercise this "RIGHT TO CANCEL," the Contract terminates and we will pay you the full amount of your purchase payments allocated to the Fixed Account. We also will return your purchase payments allocated to the Variable Account adjusted, to the extent federal or state law permits, to reflect investment gain or loss that occurred from the date of allocation through the date of cancellation. Some states may require us to return a greater amount. In states where we are required to refund purchase payments, we reserve the right during the Cancellation Period to invest any purchase payments you allocated to a Variable Sub-Account to the money market Variable Sub-Account available under the Contract. We will notify you if we do so. At the end of the Cancellation Period, you may then allocate your money to other Variable Sub-Accounts. 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 - -------------------------------------------------------------------------------- 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 Accumulation Units you have allocated to a Variable Sub-Account by (ii) the Accumulation Unit Value of that Variable Sub-Account next computed after we receive your payment or transfer. For example, if we receive a $10,000 purchase payment allocated to a Variable Sub-Account when the Accumulation Unit Value for the Sub-Account is $10, we would credit 1,000 Accumulation Units of that Variable Sub-Account to your Contract. Withdrawals and transfers from a Variable Sub-Account would, of course, reduce the number of Accumulation Units of that Variable Sub-Account allocated to your Contract. ACCUMULATION UNIT VALUE As a general matter, the Accumulation Unit Value for each Variable Sub-Account will rise or fall to reflect: .. changes in the share price of the Portfolio in which the Variable Sub-Account invests, and .. the deduction of amounts reflecting the mortality and expense risk charge, administrative expense charge, and any provision for taxes that have accrued since we last calculated the Accumulation Unit Value. We determine contract maintenance charges, withdrawal charges, and transfer fees (currently waived) separately for each Contract. They do not affect Accumulation Unit Value. Instead, we obtain payment of those charges and fees by redeeming Accumulation Units. For details on how we calculate Accumulation Unit Value, please refer to the Statement of Additional Information. We determine a separate Accumulation Unit Value for each Variable Sub-Account on each Valuation Date. We also determine a separate set of Accumulation Unit Values reflecting the cost of the Enhanced Death Benefit Rider described on page 26. YOU SHOULD REFER TO THE PROSPECTUSES FOR THE PORTFOLIOS THAT ACCOMPANY THIS PROSPECTUS FOR A DESCRIPTION OF HOW THE ASSETS OF EACH PORTFOLIO ARE VALUED, SINCE THAT DETERMINATION DIRECTLY BEARS ON THE ACCUMULATION UNIT VALUE OF THE CORRESPONDING VARIABLE SUB-ACCOUNT AND, THEREFORE, YOUR CONTRACT VALUE. 12 PROSPECTUS

INVESTMENT ALTERNATIVES: THE VARIABLE SUB-ACCOUNTS - -------------------------------------------------------------------------------- You may allocate your purchase payments to up to 20 Variable Sub-Accounts. Each Variable Sub-Account invests in the shares of a corresponding Portfolio. Each Portfolio has its own investment objective(s) and policies. We briefly describe the Portfolios below. For more complete information about each Portfolio, including expenses and risks associated with the Portfolio, please refer to the accompanying prospectuses for the Portfolios. You should carefully review the Portfolios' prospectuses before allocating amounts to the Variable Sub-Accounts. PORTFOLIO: EACH PORTFOLIO SEEKS: INVESTMENT ADVISOR: - ------------------------------------------------------------------------------- AIM VARIABLE INSURANCE FUNDS* - ------------------------------------------------------------------------------- AIM V.I. Capital Growth of capital Appreciation Fund -Series I - ------------------------------------------------------- AIM V.I. Core Equity Fund Growth of capital -Series I - ------------------------------------------------------- AIM V.I. Diversified A high level of current Income Fund -Series I income A I M - ------------------------------------------------------- ADVISORS, INC. AIM V.I. Government A high level of current Securities Fund -Series income consistent with a I reasonable concern for safety of principal - ------------------------------------------------------- AIM V.I. Growth Fund Growth of capital -Series I - ------------------------------------------------------- AIM V.I. International Long-term growth of Growth Fund -Series I capital - -------------------------------------------------------- AIM V.I. Premier Equity Long-term growth of Fund -Series I capital and income as a secondary objective - ------------------------------------------------------- AIM V.I. Utilities Fund Seeks capital growth and -Series I** current income - ------------------------------------------------------- AMERICAN CENTURY VARIABLE PORTFOLIOS - ------------------------------------------------------------------------------- American Century VP Long-term capital growth AMERICAN CENTURY Balanced Fund - Class I and current income INVESTMENT MANAGEMENT, INC. - ------------------------------------------------------- American Century VP Long-term capital growth International Fund - Class I - ------------------------------------------------------------------------------- THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.; THE DREYFUS STOCK INDEX FUND; AND THE DREYFUS VARIABLE INVESTMENT FUND (VIF) (COLLECTIVELY, THE DREYFUS FUNDS) - ------------------------------------------------------------------------------- The Dreyfus Socially Capital growth and, Responsible Growth Fund, secondarily, current Inc.:Initial Shares income - ------------------------------------------------------- Dreyfus Stock Index Fund: To match the total return Initial Shares of the Standard & Poor's(R) 500 Composite Stock Price Index - ------------------------------------------------------- Dreyfus VIF Growth & Long-term capital growth, Income Portfolio: current income and growth Initial Shares of income, consistent THE DREYFUS with reasonable CORPORATION investment risk - ------------------------------------------------------- Dreyfus VIF Money Market A high level of current Portfolio: Initial income as is consistent Shares with the preservation of capital and the maintenance of liquidity - ------------------------------------------------------- Dreyfus VIF Small Company Investment returns Stock Portfolio: Initial (consisting of capital Shares appreciation and income) that are greater than the total return performance of stocks represented by the Russell 2500/SM/ Stock Index ("Russell 2500") - ------------------------------------------------------------------------------- FIDELITY/(R)/ VARIABLE INSURANCE PRODUCTS - ------------------------------------------------------------------------------- Fidelity VIP Long-term capital Contrafund/(R)/ appreciation Portfolio - Initial Class - ------------------------------------------------------- Fidelity VIP Reasonable income FIDELITY MANAGEMENT Equity-Income Portfolio & - Initial Class RESEARCH COMPANY - ------------------------------------------------------- Fidelity VIP Growth Capital appreciation Portfolio - Initial Class - ------------------------------------------------------- Fidelity VIP High Income High level of current Portfolio - Initial income while also Class considering growth of capital - ------------------------------------------------------------------------------- 13 PROSPECTUS

MFS/(R)/ VARIABLE INSURANCE TRUST/SM/ - ------------------------------------------------------------------------------- MFS Emerging Growth Long-term growth of MFS/TM/ Series - Initial Class capital INVESTMENT MANAGEMENT - ------------------------------------------------------------------------------- * A Portfolio's investment objective may be changed by the Fund's Board of Trustees without shareholder approval. ** Effective April 30, 2004, the AIM V.I. Global Utilities Fund - Series I merged into INVESCO VIF - Utilities Fund - Series I. Effective October 15, 2004, INVESCO VIF-Utilities Fund-Series I changed its name to AIM V.I. Utilities Fund-Series I. 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 PORTFOLIOS IN WHICH THOSE VARIABLE SUB-ACCOUNTS INVEST. YOU BEAR THE INVESTMENT RISK THAT THE PORTFOLIOS MIGHT NOT MEET THEIR INVESTMENT OBJECTIVES. SHARES OF THE PORTFOLIOS 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. VARIABLE INSURANCE PORTFOLIOS MAY NOT BE MANAGED BY THE SAME PORTFOLIO MANAGERS WHO MANAGE RETAIL MUTUAL FUNDS WITH SIMILAR NAMES. THESE PORTFOLIOS ARE LIKELY TO DIFFER FROM SIMILARLY NAMED RETAIL FUNDS IN ASSETS, CASH FLOW, AND TAX MATTERS. ACCORDINGLY, THE HOLDINGS AND INVESTMENT RESULTS OF A VARIABLE INSURANCE PORTFOLIO CAN BE EXPECTED TO BE GREATER OR LESS THAN THE INVESTMENT RESULTS OF SIMILARLY NAMED RETAIL MUTUAL FUNDS. 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: a dollar cost averaging option, and the option to invest in one or more Guarantee Periods included in the Guaranteed Maturity Fixed Account. 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 FIXED ACCOUNT OPTION Purchase payments that you allocate to the Dollar Cost Averaging Fixed Account Option ("DCA Fixed Account Option") will earn interest for a one year period at the current rate in effect at the time of allocation. We will credit interest daily at a rate that will compound over the year to the annual interest rate we guaranteed at the time of allocation. After the one year period, we will declare a renewal rate which we guarantee for a full year. Subsequent renewal dates will be every twelve months for each payment or transfer. For each purchase payment, the first transfer from the DCA Fixed Account must occur within one month of the date of payment. If we do not receive an allocation from you within one month of the date of payment, the payment plus associated interest will be transferred to the money market Sub-Account in equal monthly installments using the longest transfer period being offered at the time the purchase payment is made. Transferring Account Value to the money market Variable Sub-Account in this manner may not be consistent with the theory of dollar cost averaging described on page 18. You must transfer each purchase payment and all its earnings out of this Option by means of dollar cost averaging within 36 months of payment. At the end of 36 months, any nominal amounts remaining in the DCA Fixed Account will be allocated to the money market Variable Sub-Account. No transfers are permitted into the DCA Fixed Account. We bear the investment risk for all amounts allocated to the DCA Fixed Account Option. That is because we guarantee the current and renewal interest rates we credit to the amounts you allocate to this Option, which will never be less than the minimum guaranteed rate in the Contract. Currently, we determine, in our sole discretion, the amount of interest credited in excess of the guaranteed rate. We may declare more than one interest rate for different monies based upon the date of allocation to the DCA Fixed Account Option. For current interest rate information, please contact your sales representative or Allstate Life customer service at 1-800-755-5275. GUARANTEE PERIODS Each payment or transfer allocated to a Guarantee Period earns interest at a specified rate that we guarantee for a period of years. Guarantee Periods may range from 1 to 10 years. We are currently offering Guarantee Periods of 1, 3, 5, 7, and ten years in length. In the future, we may offer Guarantee Periods of different lengths or stop offering some Guarantee Periods. You select the Guarantee Period for each payment or transfer. If you do not select a Guarantee Period, we will assign the same period(s) you selected for your most recent purchase payment. Each payment or transfer allocated to a Guarantee Period must be at least $50. We 14 PROSPECTUS

reserve the right to limit the number of additional purchase payments that you may allocate to this Option. INTEREST RATES. We will tell you what interest rates and Guarantee Periods we are offering at a particular time. We will not change the interest rate that we credit to a particular allocation until the end of the relevant Guarantee Period. We may declare different interest rates for Guarantee Periods of the same length that begin at different times. We have no specific formula for determining the rate of interest that we will declare initially or in the future. We will set those interest rates based on investment returns available at the time of the determination. In addition, we may consider various other factors in determining interest rates including regulatory and tax requirements, our sales commission and administrative expenses, general economic trends, and competitive factors. WE DETERMINE THE INTEREST RATES TO BE DECLARED IN OUR SOLE DISCRETION. WE CAN NEITHER PREDICT NOR GUARANTEE WHAT THOSE RATES WILL BE IN THE FUTURE. For current interest rate information, please contact your sales representative or Allstate Life at 1-800-755-5275. HOW WE CREDIT INTEREST. We will credit interest daily to each amount allocated to a Guarantee Period at a rate that compounds to the annual interest rate that we declared at the beginning of the applicable Guarantee Period. THE FOLLOWING EXAMPLE ILLUSTRATES HOW A PURCHASE PAYMENT ALLOCATED TO A GUARANTEED PERIOD WOULD GROW, GIVEN AN ASSUMED GUARANTEE PERIOD AND ANNUAL INTEREST RATE: Purchase Payment.................................................... $10,000 Guarantee Period.................................................... 5 years Annual Interest Rate................................................ 4.50% END OF CONTRACT YEAR ---------------------------------------------------------- YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 ---------- ---------- ---------- ---------- ------------ 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 withdrawal, you may be required to pay a withdrawal charge. In addition, the amount withdrawn may be increased or decreased by a Market Value Adjustment that reflects changes in interest rates since the time you invested the amount withdrawn. The hypothetical interest rate is for illustrative purposes only and is not intended to predict future interest rates to be declared under the Contract. Actual interest rates declared for any given Guarantee Period may be more or less than shown above. RENEWALS. Prior to the end of each Guarantee Period, we will mail you a notice asking you what to do with your money, including the accrued interest. During the 30-day period after the end of the Guarantee Period, you may: 1) Take no action. We will automatically apply your money to a new Guarantee Period of the same length as the expiring Guarantee Period. The new Guarantee Period will begin on the day the previous Guarantee Period ends. The new interest rate will be our 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 15 PROSPECTUS

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; we will pay interest from the day the Guarantee Period expired until the date of the transfer. The interest will be the rate for the shortest Guarantee Period then being offered; 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. We will pay interest from the day the Guarantee Period expired until the date of withdrawal. The interest will be the rate for the shortest Guarantee Period then being offered. Amounts not withdrawn will be applied to a new Guarantee Period of the same length as the previous Guarantee Period. The new Guarantee Period will begin on the day the previous Guarantee Period ends. 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. MARKET VALUE ADJUSTMENT. All withdrawals and transfers from a Guarantee Period, other than those taken during the 30 day period after such Guarantee Period expires, are subject to a Market Value Adjustment. A Market Value Adjustment also 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 withdrawal you make within the Free Withdrawal Amount as described on page 19. We apply the Market Value Adjustment to reflect changes in interest rates from the time you first allocate money to a Guarantee Period to the time you remove it from that Guarantee Period. We calculate the Market Value Adjustment by comparing the Treasury Rate for a period equal to the Guarantee Period at its inception to the Treasury Rate for a period equal to the Guarantee Period when you remove your money. "TREASURY RATE" means the U.S. Treasury Note Constant Maturity Yield as reported in Federal Reserve Board Statistical Release H.15. The Market Value Adjustment may be positive or negative, depending on changes in interest rates. As such, you bear the investment risk associated with changes in interest rates. If interest rates increase significantly, the Market Value Adjustment and any withdrawal charge, premium taxes, and income tax withholding (if applicable) could reduce the amount you receive upon full withdrawal from a Guaranteed Period to an amount that is less than the purchase payment applied to that period plus interest earned under the Contract. Generally, if the original Treasury Rate at the time you allocate money to a Guarantee Period is higher than the applicable current Treasury Rate for a period equal to the Guarantee Period, then the Market Value Adjustment will result in a higher amount payable to you, transferred or applied to an Income Plan. Conversely, if the Treasury Rate at the time you allocate money to a Guarantee Period is lower than the applicable Treasury Rate for a period equal to the Guarantee Period, then the Market Value Adjustment will result in a lower amount payable to you, transferred or applied to an Income Plan. For example, assume that you purchase a Contract and you select an initial Guarantee Period of 5 years and the 5-year Treasury Rate for that duration is 4.50%. Assume that at the end of 3 years, you make a partial withdrawal. If, at that later time, the current 5-year Treasury Rate is 4.20%, then the Market Value Adjustment will be positive, which will result in an increase in the amount payable to you. Conversely, if the current 5-year Treasury Rate is 4.80%, then the Market Value Adjustment will be negative, which will result in a decrease in the amount payable to you. The formula for calculating Market Value Adjustments is set forth in Appendix 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 Contract Value among the investment alternatives. 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 $50. We currently do not assess, but reserve the right to assess, a $10 charge on each transfer in excess of 12 per Contract Year. We treat transfers to or from more than one Portfolio 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 for up to six months from the date we receive your request. If we decide to postpone transfers for 30 days or more, we will pay interest as required by applicable law. Any interest would be payable from the date we receive the transfer request to the date we make the transfer. 16 PROSPECTUS

If you transfer an amount from a Guarantee Period other than during the 30 day period after such Guarantee Period expires, we will increase or decrease the amount by a Market Value Adjustment. We reserve the right to waive any transfer restrictions. TRANSFERS DURING THE PAYOUT PHASE During the Payout Phase, you may make transfers among the Variable Sub-Accounts so as to change the relative weighting of the Variable Sub-Accounts on which your variable income payments will be based. 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 portion of your right to receive fixed income payments into variable income payments. If you choose an Income Plan that depends on any person's life, 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 1-800-755-5275. The cut-off time for telephone transfer requests is 3:00 p.m. Central Time. In the event that the New York Stock Exchange closes early, i.e., before 3:00 p.m. Central Time, or in the event that the Exchange closes early for a period of time but then reopens for trading on the same day, we will process telephone transfer requests as of the close of the Exchange on that particular day. We will not accept telephone requests received at any telephone number other than the number that appears in this paragraph or received after the close of trading on the Exchange. We may suspend, modify or terminate the telephone transfer privilege, 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. MARKET TIMING & EXCESSIVE TRADING The Contracts are intended for long-term investment. Market timing and excessive trading can potentially dilute the value of Variable Sub-Accounts and can disrupt management of a Portfolio and raise its expenses, which can impair Portfolio performance. Our policy is not to accept knowingly any money intended for the purpose of market timing or excessive trading. Accordingly, you should not invest in the Contract if your purpose is to engage in market timing or excessive trading, and you should refrain from such practices if you currently own a Contract. We seek to detect market timing or excessive trading activity by reviewing trading activities. Portfolios also may report suspected market-timing or excessive trading activity to us. If, in our judgment, we determine that the transfers are part of a market timing strategy or are otherwise harmful to the underlying Portfolio, we will impose the trading limitations as described below under "Trading Limitations." Because there is no universally accepted definition of what constitutes market timing or excessive trading, we will use our reasonable judgment based on all of the circumstances. While we seek to deter market timing and excessive trading in Variable Sub-Accounts, not all market timing or excessive trading is identifiable or preventable. Imposition of trading limitations is triggered by the detection of market timing or excessive trading activity, and the trading limitations are not applied prior to detection of such trading activity. Therefore, our policies and procedures do not prevent such trading activity before it first occurs. To the extent that such trading activity occurs prior to detection and the imposition of trading restrictions, the portfolio may experience the adverse effects of market timing and excessive trading described above. 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, 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 excessive trading or because they believe that a specific transfer or group of transfers would have a detrimental effect on the prices of Portfolio shares. In making the determination that trading activity constitutes market timing or excessive trading, we will consider, among other things: .. the total dollar amount being transferred, both in the aggregate and in the transfer request; .. the number of transfers you make over a period of time and/or the period of time between transfers 17 PROSPECTUS

(note: one set of transfers to and from a sub-account in a short period of time can constitute market timing); .. whether your transfers follow a pattern that appears designed to take advantage of short term market fluctuations, particularly within certain Sub-account underlying portfolios that we have identified as being susceptible to market timing activities; .. whether the manager of the underlying portfolio has indicated that the transfers interfere with portfolio management or otherwise adversely impact the portfolio; and .. the investment objectives and/or size of the Sub-account underlying portfolio. If we determine that a contract owner has engaged in market timing or excessive trading activity, we will restrict that contract owner from making future additions or transfers into the impacted Sub-account(s). If we determine that a contract owner has engaged in a pattern of market timing or excessive trading activity involving multiple Sub-accounts, we will also require that all future transfer requests be submitted through regular U.S. mail thereby refusing to accept transfer requests via telephone, facsimile, Internet, or overnight delivery. Any Sub-account or transfer restrictions will be uniformly applied. In our sole discretion, we may revise our Trading Limitations at any time as necessary to better deter or minimize market timing and excessive trading or to comply with regulatory requirements. DOLLAR COST AVERAGING PROGRAM Through our Dollar Cost Averaging Program, you may automatically transfer a fixed dollar amount every month during the Accumulation Phase from the DCA Fixed Account to any Variable Sub-Account. You may not use the Dollar Cost Averaging Program to transfer amounts to the Guarantee Periods. We will not charge a transfer fee for transfers made under this Program, nor will such transfer count against the 12 transfers you can make each Contract Year without paying a transfer fee. The theory of dollar cost averaging is that if purchases of equal dollar amounts are made at fluctuating prices, the aggregate average cost per unit will be less than the average of the unit prices on the same purchase dates. However, participation in this Program does not assure you of a greater profit from your purchases under the Program nor will it prevent or necessarily reduce losses in a declining market. Call or write us for instructions on how to enroll. AUTOMATIC PORTFOLIO REBALANCING PROGRAM Once you have allocated your money among the Variable Sub-Accounts, the performance of each Variable Sub-Account may cause a shift in the percentage you allocated to each Variable Sub-Account. If you select our Automatic Portfolio Rebalancing Program, we will automatically rebalance the Contract Value in each Variable Sub-Account and return it to the desired percentage allocations. We will not include money you allocate to the Fixed Account Options in the Automatic Portfolio Rebalancing Program. We will rebalance your account 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 request. We are not responsible for rebalancing that occurs prior to receipt of your request. Example: Assume that you want your initial purchase payment split among two Variable Sub-Accounts. You want 40% to be in the AIM V.I. Value 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. Value 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. Value Variable Sub-Account and use the money to buy more units in the AIM V.I. Growth Variable Sub-Account so that the percentage allocations would again be 40% and 60% respectively. The Automatic Portfolio Rebalancing Program is available only during the Accumulation Phase. The transfers made under the Program do not count towards the 12 transfers you can make without paying a transfer fee. Portfolio rebalancing is consistent with maintaining your allocation of investments among market segments, although it is accomplished by reducing your Contract Value allocated to the better performing segments. EXPENSES - -------------------------------------------------------------------------------- As a Contract Owner, you will bear, directly or indirectly, the charges and expenses described below. CONTRACT MAINTENANCE CHARGE During the Accumulation Phase, on each Contract Anniversary, we will deduct a $35 contract maintenance charge from your Contract Value invested in each Variable Sub-Account in proportion to the amount 18 PROSPECTUS

invested. If you surrender your Contract, we will deduct the contract maintenance charge pro rated for the part of the Contract Year elapsed, unless your Contract qualifies for a waiver, described below. The charge is to compensate us for the cost of administering the Contracts and the Variable Account. Maintenance costs include expenses we incur collecting purchase payments; keeping records; processing death claims, cash withdrawals, and policy changes; proxy statements; calculating Accumulation Unit Values and income payments; and issuing reports to Contract Owners and regulatory agencies. We cannot increase the charge. However, we will waive this charge if, as of the Contract Anniversary or upon full surrender: .. total purchase payments equal $50,000 or more, or .. all money is allocated to the Fixed Account. In addition, we will waive the contract maintenance charge if total purchase payments are $50,000 or more as of the Payout Start Date. MORTALITY AND EXPENSE RISK CHARGE We deduct a mortality and expense risk charge daily at an annual rate of 1.25% of the average daily net assets you have invested in the Variable Sub-Accounts (1.35% 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. If the charges under the Contract are not sufficient, then we will bear the loss. We charge an additional amount for the Enhanced Death Benefit Rider to compensate us for the additional risk that we accept by providing these options. We guarantee that we will not raise the mortality and expense risk charge. We assess the mortality and expense risk charge during both the Accumulation Phase and the Payout Phase. ADMINISTRATIVE EXPENSE CHARGE We deduct an administrative expense charge daily at an annual rate of 0.10% of the average daily net assets you have invested in the Variable Sub-Accounts. We intend this charge to cover actual administrative expenses that exceed the revenues from the contract maintenance charge. There is no necessary relationship between the amount of administrative charge imposed on a given Contract and the amount of expenses that may be attributed to that Contract. We assess this charge each day during the Accumulation Phase and the Payout Phase. We guarantee that we will not raise this charge. TRANSFER FEE We do not currently impose a fee upon transfers among the investment alternatives. However, we reserve the right to charge $10 per transfer after the 12th transfer in each Contract Year. We will NOT charge a transfer fee on transfers that are part of a Dollar Cost Averaging or Automatic Portfolio Rebalancing Program. WITHDRAWAL CHARGE We may assess a withdrawal charge of up to 6% of the purchase payment(s) you withdraw. The charge declines to 0% over a 6 year period that begins on the day we receive your payment. 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. A schedule showing how the charge declines is shown on page 7. During each Contract Year, you can withdraw up to 15% of the aggregate amount of your purchase payments without paying the charge. Unused portions of this "FREE WITHDRAWAL AMOUNT" are NOT carried forward to future Contract Years. We will deduct withdrawal charges, if applicable, from the amount paid. For purposes of calculating the withdrawal charge, we will treat withdrawals as coming from the oldest purchase payments first. However, for federal income tax purposes, please note that withdrawals are considered to have come first from earnings, which means you pay taxes on the earnings portion of your withdrawal. We do not apply a withdrawal charge in the following situations: .. on the Payout Start Date (a withdrawal charge may apply if you terminate income payments to be received for a specified period); .. on the death of the Contract Owner (or the Annuitant, if the Contract Owner is not a natural person), unless the Settlement Value is used to determine the Death Proceeds; .. withdrawals taken to satisfy IRS minimum distribution rules for the Contract; or .. withdrawals that qualify for one of the waivers as described below. We use the amounts obtained from the withdrawal charge to pay sales commissions and other promotional or distribution expenses associated with marketing the Contracts. To the extent that the withdrawal charge does not cover all sales commissions and other promotional or distribution expenses, we may use any of our corporate assets, including potential profit which may arise from the mortality and expense risk charge or any other charges or fee described above, to make up any difference. Withdrawals of earnings are taxed as ordinary income and, if taken before age 59 1/2, may be subject to an additional 10% federal tax penalty. Withdrawals may also be subject to a Market Value Adjustment. You should consult your own tax counsel or other tax advisers regarding any withdrawals. CONFINEMENT WAIVER. We will waive the withdrawal charge and any Market Value Adjustment on all withdrawals taken prior to the Payout Start Date under your Contract if the following conditions are satisfied: 19 PROSPECTUS

1. you or the Annuitant (if the Contract Owner is not a natural person) are confined to a long term care facility or a hospital for at least 90 consecutive days. You or the Annuitant must enter the long term care facility or hospital at least 30 days after the Issue Date; 2. you request the withdrawal and provide written proof of the stay no later than 90 days following the end of your or the Annuitant's stay at the long term care facility or hospital; and 3. a physician must have prescribed the stay and the stay must be medically necessary (as defined in the Contract). You may not claim this benefit if you, the Annuitant, or a member of your or the Annuitant's immediate family, is the physician prescribing your or the Annuitant's stay in a long term care facility. TERMINAL ILLNESS WAIVER. We will waive the withdrawal charge and any Market Value Adjustment on all withdrawals taken prior to the Payout Start Date under your Contract if: 1. you or the Annuitant (if the Contract Owner is not a natural person) are first diagnosed with a terminal illness at least 30 days after the Issue Date; and 2. you claim this benefit and deliver adequate proof of diagnosis to us. Please refer to your Contract for more detailed information about the terms and conditions of these waivers. The laws of your state may limit the availability of these waivers and may also change certain terms and/or benefits available under the waivers. You should consult your Contract for further details on these variations. Also, even if you do not need to pay our withdrawal charge or a Market Value Adjustment because of these waivers, you still may be required to pay taxes or tax penalties on the amount withdrawn. You should consult your tax adviser to determine the effect of a withdrawal on your taxes. PREMIUM TAXES Some states and other governmental entities (e.g., municipalities) charge premium taxes or similar taxes. We are responsible for paying these taxes and will deduct them from your Contract Value. Some of these taxes are due when the Contract is issued, others are due when income payments begin or upon surrender. Our current practice is not to charge anyone for these taxes until income payments begin or when a total withdrawal occurs, including payment upon death. At our discretion, we may discontinue this practice and deduct premium taxes from the purchase payments. Premium taxes generally range from 0% to 4%, depending on the state. At the Payout Start Date, if applicable, we deduct the charge for premium taxes from each investment alternative in the proportion that the Contract value in the investment alternative bears to the total Contract Value. DEDUCTION FOR SEPARATE ACCOUNT INCOME TAXES We are not currently making a provision for such taxes. In the future, however, we may make 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 "Taxes" section beginning on page 29. OTHER EXPENSES Each Portfolio deducts advisory fees and other expenses from its assets. You indirectly bear the charges and expenses of the Portfolios whose shares are held by the Variable Sub-Accounts. These fees and expenses are described in the accompanying prospectuses for the Portfolios. For a summary of current estimates of those charges and expenses, see page 7. We may receive compensation from the investment advisers or administrators of the Portfolios in connection with the administrative services we provide to the Portfolios. ACCESS TO YOUR MONEY - -------------------------------------------------------------------------------- You can withdraw some or all of your Contract Value at any time prior to the Payout Start Date. The amount payable upon withdrawal is the Contract Value (or a portion thereof) next computed after we receive the request for a withdrawal at our home office, adjusted by any Market Value Adjustment, less any withdrawal charges, contract maintenance charges, income tax withholding, penalty tax, and any premium taxes. We will pay withdrawals from the Variable Account within 7 days of receipt of the request, subject to postponement in certain circumstances. You can withdraw money from the Variable Account or the Fixed Account Options. To complete a partial withdrawal from the Variable Account, we will cancel Accumulation Units in an amount equal to the withdrawal and any applicable withdrawal charge and premium taxes. You must name the investment alternative from which you are taking the withdrawal. If none is 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. Withdrawals taken prior to annuitization (referred to in this prospectus as the Payout Phase) are generally 20 PROSPECTUS

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. In addition, we may delay payments or transfers from the Fixed Account Options for up to 6 months (or shorter period if required by law). If we delay payment for 30 days or more, we will pay interest as required by law. SYSTEMATIC WITHDRAWAL PROGRAM You may choose to receive systematic withdrawal payments on a monthly, quarterly, semi-annual, or annual basis at any time prior to the Payout Start Date. The minimum amount of each systematic withdrawal is $50. At our discretion, systematic withdrawals may not be offered in conjunction with the Dollar Cost Averaging Program or Automatic Portfolio Rebalancing Program. Depending on fluctuations in the value of the Variable Sub-Accounts and the value of the Fixed Account Options, systematic withdrawals may reduce or even exhaust the Contract Value. Please consult your tax advisor before taking any withdrawal. We will make systematic withdrawal payments to you or your designated payee. At our discretion, we may modify or suspend the Systematic Withdrawal Program and charge a processing fee for the service. If we modify or suspend the Systematic Withdrawal Program, existing systematic withdrawal payments will not be affected. MINIMUM CONTRACT VALUE If your request for a partial withdrawal will reduce your Contract Value to less than $2,000, we may treat it as a request to withdraw your entire Contract Value. Your Contract will terminate if you withdraw all of your Contract Value. We will, however, ask you to confirm your withdrawal request before terminating your Contract. Before terminating any Contract whose value has been previously reduced by withdrawals to less than $2,000, we will 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 $2,000. 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 money to an Income Plan. The Payout Start Date must be: .. at least 30 days after the Issue Date; and .. no later than the day the Annuitant reaches age 90, or the 10th Contract Anniversary, if later. You may change the Payout Start Date at any time by notifying us in writing of the change at least 30 days before the scheduled Payout Start Date. Absent a change, we will use the Payout Start Date stated in your Contract. INCOME PLANS An Income Plan is a series of scheduled payments to you or someone you designate. You may choose and change your choice of Income Plan until 30 days before the Payout Start Date. If you do not select an Income Plan, we will make income payments in accordance with Income Plan 1 with guaranteed payments for 10 years. Three Income Plans are available under the Contract. Each is available to provide: .. fixed income payments; .. variable income payments; or .. a combination of the two. 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 investment 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 21 PROSPECTUS

continue to pay the remainder of the guaranteed income payments as required by the Contract. INCOME PLAN 3 - GUARANTEED PAYMENTS FOR A SPECIFIED PERIOD (5 YEARS TO 30 YEARS). Under this plan, we make periodic income payments for the period you have chosen. These payments do not depend on the Annuitant's life. You may elect to receive guaranteed payments for periods ranging from 5 to 30 years. We will deduct the mortality and expense risk charge from the Variable Sub-Account assets that support variable income payments even though we may not bear any mortality risk. The length of any guaranteed payment period under your selected Income Plan generally will affect the dollar amounts of each income payment. As a general rule, longer guarantee periods result in lower income payments, all other things being equal. For example, if you choose an Income Plan with payments that depend on the life of the Annuitant but with no minimum specified period for guaranteed payments, the income payments generally will be greater than the income payments made under the same Income Plan with a minimum specified period for guaranteed payments. If you choose Income Plan 1 or 2, or, if available, another Income Plan with payments that continue for the life of the Annuitant or joint Annuitant, we may require proof of age and sex of the Annuitant or joint Annuitant before starting income payments, and proof that the Annuitant or joint Annuitant are alive before we make each payment. Please note that under such Income Plans, if you elect to take no minimum guaranteed payments, it is possible that the payee could receive only 1 income payment if the Annuitant and any joint Annuitant both die before the second income payment, or only 2 income payments if they die before the third income payment, and so on. Generally, you may not make withdrawals after the Payout Start Date. One exception to this rule applies if you are receiving variable income payments that do not depend on the life of the Annuitant (such as under Income Plan 3). In that case you may terminate all or part of the Variable Account portion of the income payments at any time and receive a lump sum equal to the present value of the remaining variable payments associated with the amount withdrawn. The minimum amount you may withdraw under this feature is $1,000. A withdrawal charge may apply. We also deduct applicable premium taxes from the Contract Value at the Payout Start Date. We may make other Income Plans available. You must apply at least the Contract Value in the Fixed Account on the Payout Start Date to fixed income payments. If you wish to apply any portion of your Fixed Account balance to provide variable income payments, you should plan ahead and transfer that amount to the Variable Sub-Accounts prior to the Payout Start Date. If you do not tell us how to allocate your Contract Value among fixed and variable income payments, we will apply your Contract Value in the Variable Account to variable income payments and your Contract Value in the Fixed Account to fixed income payments. We will apply your Contract Value, adjusted by any Market Value Adjustment, less applicable taxes to your Income Plan on the Payout Start Date. If the amount available to apply under an Income Plan is less than $2,000, or not enough to provide an initial payment of at least $20, and state law permits, we may: .. terminate the Contract and pay you the Contract Value, adjusted by any applicable Market Value Adjustment and less any applicable taxes, in a lump sum instead of the periodic payments you have chosen; or .. reduce the frequency of your payments so that each payment will be at least $20. VARIABLE INCOME PAYMENTS The amount of your variable income payments depends upon the investment results of the Variable Sub-Accounts you select, the premium taxes you pay, the age and sex of the Annuitant, and the Income Plan you choose. We guarantee that the payments will not be affected by (a) actual mortality experience and (b) the amount of our administration expenses. We cannot predict the total amount of your variable income payments. Your variable income payments may be more or less than your total purchase payments because (a) variable income payments vary with the investment results of the underlying Portfolios; and (b) the Annuitant could live longer or shorter than we expect based on the tables we use. In calculating the amount of the periodic payments in the annuity tables in the Contract, we assumed an annual investment rate of 3%. If the actual net investment return of the Variable Sub-Accounts you choose is less than this assumed investment rate, then the dollar amount of your variable income payments will decrease. The dollar amount of your variable income payments will increase, however, if the actual net investment return exceeds the assumed investment rate. The dollar amount of the variable income payments stays level if the net investment return equals the assumed investment rate. Please refer to the Statement of Additional Information for more detailed information as to how we determine variable income payments. 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 22 PROSPECTUS

3. applying the resulting amount to the greater of (a) the appropriate value from the income payment table in your Contract or (b) such other value as we are offering at that time. We may defer making fixed income payments for a period of up to 6 months or any shorter time state law may require. If we defer payments for 30 days or more, we will pay interest as required by law from the date we receive the withdrawal request to the date we make payment. CERTAIN EMPLOYEE BENEFIT PLANS The Contracts offered by this prospectus contain income payment tables that provide for different payments to men and women of the same age, except in states that require unisex tables. We reserve the right to use income payment tables that do not distinguish on the basis of sex to the extent permitted by applicable law. In certain employment related situations, employers are required by law to use the same income payment tables for men and women. Accordingly, if the Contract is to be used in connection with an employment-related retirement or benefit plan and we do not offer unisex annuity tables in your state, you should consult with legal counsel as to whether the purchase of a Contract is appropriate. 23 PROSPECTUS

DEATH BENEFITS - -------------------------------------------------------------------------------- DEATH OF OWNER If you die before the Payout Start Date, any surviving joint Contract Owner or, if none, the Beneficiary will be designated the new Contract Owner and will be entitled to the options described below. If the new Contract Owner previously was the Beneficiary, however, the new Contract Owner's options will be subject to any restrictions previously placed upon the Beneficiary. The claim for death benefits must be submitted to us within 180 days of the relevant death in order to claim the standard or enhanced death benefit. If a complete claim is not submitted within 180 days of the relevant death, the claimant will receive the greater of Contract Value or the Settlement Value. (See "Death Proceeds" below). 1. If your spouse is the sole surviving Contract Owner or, in the absence of any surviving Contract Owner, is the sole Beneficiary: (a) Your spouse may elect to receive the Death Proceeds in a lump sum; or (b) Your spouse may elect to receive the Death Proceeds paid out under one of the Income Plans (described in "Income Payments" above) subject to the following conditions: The Payout Start Date must be within one year of your date of death. Income payments must be payable: (i) over the life of your spouse; or (ii) for a guaranteed number of payments from 5 to 50 years but not to exceed the life expectancy of your spouse; or (iii) over the life of your spouse with a guaranteed number of payments from 5 to 30 years but not to exceed the life expectancy of your spouse. (c) If your spouse does not elect one of these 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 conditions apply: The Contract Value of the continued Contract will be the Death Proceeds. Unless otherwise instructed by the continuing spouse, the excess, if any, of the Death Proceeds over the Contract Value will be allocated to the Sub-Accounts of the Variable Account. The 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 Proceeds, 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 Guaranteed 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 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 the 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 or Market Value Adjustment. Prior to the Payout Start Date, the Death Benefit of the continued Contract will be as defined in the Death Benefit provision. Only one spousal continuation is allowed under the Contract. 2. If the new Contract Owner is not your spouse but is a living person: (a) The new Contract Owner may elect to receive the Death Proceeds in a lump sum; or (b) The new Contract Owner may elect to receive the Death Proceeds paid out under one of the Income Plans (described in "Income Payments" above) subject to the following conditions: The Payout Start Date must be within one year of your date of death. Income Payments must be payable: (i) over the life of the new Contract Owner; or (ii) for a guaranteed number of payments from 5 to 50 years but not to exceed the life expectancy of the new Contract Owner; or (iii) over the life of the new Contract Owner with a guaranteed number of payments from 5 to 30 years but not to exceed the life expectancy of the new Contract Owner. (c) If the new Contract Owner does not elect one of the options above, then the new Contract 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 Proceeds the Contract Value will be the Death Proceeds. Unless otherwise instructed by the new Contract Owner, the excess, if any, of the Death Proceeds over the Contract Value will be allocated to the money market Variable Sub-Account. Henceforth, the new Contract Owner may make transfers (as described in "Transfers During the Payout Phase" above) during this 5 year period. 24 PROSPECTUS

The new Contract Owner may not make additional purchase payments to the Contract under this election. Withdrawal Charges will be waived for any withdrawals made during this 5 year period. We reserve the right to offer additional options upon the death of the Contract Owner. If the new Contract Owner dies prior to the complete liquidation of the Contract Value, then the new Contract Owner's named Beneficiary(ies) will receive the greater of the Settlement Value or the remaining Contract Value. This amount must be liquidated as a lump sum within 5 years of the date of the original Contract Owner's death. 3. If the new Contract Owner is a corporation or other type of non-living person: (a) The new Contract Owner may elect to receive the Death Proceeds in a lump sum; or (b) If the new Contract Owner does not elect the option above, then the new Contract 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 Proceeds, the Contract Value under this option will be the Death Proceeds. Unless otherwise instructed by the new Contract Owner, the excess, if any, of the Death Proceeds over the Contract Value will be allocated to the money market Variable Sub-Account. Henceforth, the new Contract Owner may make transfers (as described in "Transfers During the Payout Phase" above) during this 5 year period. The new Contract Owner may not make additional purchase payments to the Contract under this election. Withdrawal Charges will be waived during this 5 year period. We reserve the right to make additional options available to the new Contract Owner upon the death of the Contract Owner. If any new Contract Owner is a non-living person, all new Contract Owners will be considered to be non-living persons for purposes of these provisions Under any of these options, all ownership rights, subject to any restrictions previously placed upon the Beneficiary, are available to the new Contract 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, the following apply: 1. If the Contract Owner is a living person, then the Contract will continue with a new Annuitant, who will be: (a) the youngest Contract Owner; otherwise (b) the youngest Beneficiary. You may change the Annuitant before the Payout Start Date. 2. If the Contract Owner is a non-living person: (a) The Contract Owner may elect to receive the Death Proceeds in a lump sum; or (b) If the Contract Owner does not elect the option above, then the Contract 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 Proceeds, the Contract Value under this option will be the Death Proceeds. Unless otherwise instructed by the Contract Owner, the excess, if any, of the Death Proceeds over the Contract Value will be allocated to the money market Variable Sub-Account. Henceforth, the Contract Owner may make transfers (as described in "Transfers During the Payout Phase" above) during this 5 year period. The new Contract Owner may not make additional purchase payments to the Contract under this election. Withdrawal Charges will be waived during this 5 year period. We reserve the right to make additional options available to the Contract Owner upon the death of the Annuitant. Under any of these options, all ownership rights are available to the non-living Contract Owner from the date of the Annuitant's death to the date on which the Death Proceeds are paid. DUE PROOF OF DEATH A claim for a distribution on death must include Due Proof of Death. We will accept the following documentation as "Due Proof of Death": .. a certified copy of a death certificate, .. a certified copy of a decree of a court of competent jurisdiction as to the finding of death, or .. any other proof acceptable to us. DEATH BENEFIT PAYMENTS DEATH PROCEEDS If we receive a complete request for settlement of the Death Proceeds within 180 days of the date of your death, the Death Proceeds are equal to the applicable death benefit described below. Otherwise, the Death Proceeds are equal to the greater of the Contract Value or 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 applicable death benefit as described above. This right applies only for the purposes of determining the amount payable as Death Proceeds and in no way restricts when a claim may be filed. DEATH BENEFIT AMOUNT Prior to the Payout Start Date, the death benefit is equal to the greatest of: 25 PROSPECTUS

1. the Contract Value as of the date we determine the value of the death benefit, or 2. the SETTLEMENT VALUE (that is, the amount payable on a full withdrawal of Contract Value) on the date we determine the value of the death benefit, or 3. the Contract Value on each DEATH BENEFIT ANNIVERSARY prior to the date we determine the death benefit, increased by purchase payments made since that Death Benefit Anniversary and reduced by an adjustment for any partial withdrawals since that Death Benefit Anniversary. 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 the deduction of any applicable withdrawal charges, contract maintenance charges, and premium taxes. Contract maintenance charges will be pro rated for the part of the Contract Year elapsed as of the date we determine the Settlement Value, unless your Contract qualifies for a waiver of such charges described in the "Contract Maintenance Charge" section above. A "Death Benefit Anniversary" is every seventh Contract Anniversary beginning with the Issue Date. For example, the Issue Date, 7th and 14th Contract Anniversaries are the first 3 Death Benefit Anniversaries. The partial withdrawal adjustment is equal to (a) divided by (b), with the result multiplied by (c), where: (a) = is the withdrawal amount; (b) = is the Contract Value immediately prior to the withdrawal; and (c) = is the Contract Value on the Death Benefit Anniversary adjusted by any prior purchase payments or withdrawals made since that Anniversary. We will determine the value of the death benefit as of the end of the Valuation Date on which we receive a complete request for payment of the death benefit. If we receive a request after 3 p.m. Central Time on a Valuation Date, we will process the request as of the end of the following Valuation Date. ENHANCED DEATH BENEFIT RIDER For Contracts with the Enhanced Death Benefit Rider, the death benefit will be the greatest of (1) through (3) above, or (4) the value of the Enhanced Death Benefit Rider, which is the greatest of the ANNIVERSARY VALUES as of the date we determine the death benefit. The "Anniversary Value" is equal to the Contract Value on a Contract Anniversary, increased by purchase payments made since that Anniversary and reduced by an adjustment for any partial withdrawals since that Anniversary. The adjustment is equal to (a) divided by (b), and the result multiplied by (c) where: (a) is the withdrawal amount, (b) is the Contract Value immediately prior to the withdrawal, and (c) is the Contract Value on that Contract Anniversary adjusted by any prior purchase payments and withdrawals since that Contract Anniversary. We will calculate Anniversary Values for each Contract Anniversary prior to the oldest Contract Owner's or the Annuitant's, if the Contract Owner is not a natural person, 80th birthday. The Enhanced Death Benefit Rider will never be greater than the maximum death benefit allowed by any state non-forfeiture laws that govern the Contract. MORE INFORMATION - -------------------------------------------------------------------------------- ALLSTATE LIFE Allstate Life is the issuer of the Contract. Allstate Life was organized in 1957 as a stock life insurance company under the laws of the state of Illinois. Prior to January 1, 2005, Glenbrook Life and Annuity Company ("Glenbrook Life") issued the Contract. Effective January 1, 2005, Glenbrook Life merged with Allstate Life ("Merger"). On the date of the Merger, Allstate Life acquired from Glenbrook Life all of Glenbrook Life's assets and became directly liable for Glenbrook Life's liabilities and obligations with respect to all contracts issued by Glenbrook Life. Allstate Life is a wholly owned subsidiary of Allstate Insurance Company, a stock property-liability insurance company organized 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. Allstate Life is licensed to operate in the District of Columbia, Puerto Rico, and all jurisdictions except the state of New York. We intend to offer the Contract in those jurisdictions in which we are licensed. Our home office is located at 3100 Sanders Road, Northbrook, Illinois, 60062. THE VARIABLE ACCOUNT Allstate Life established the Allstate Financial Advisors Separate Account I in 1999. The Contracts were previously issued through the Glenbrook Life Multi-Manager Variable Account. Effective January 1, 2005, Glenbrook Life Multi-Manager Variable Account and Glenbrook Life and Annuity Company Separate Account A combined with Allstate Financial Advisors Separate Account I and consolidated duplicative Variable Sub-Accounts that invest in the same Portfolio (the 26 PROSPECTUS

"Consolidation"). The Accumulation Unit Values for the Variable Sub-Accounts in which you invest did not change as a result of the Consolidation, and your Contract Value immediately after the Consolidation was the same as the value immediately before the Consolidation. 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 Allstate Life. We own the assets of the Variable Account. The Variable Account is a segregated asset account under Illinois 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 Allstate Life. The Variable Account consists of multiple Variable Sub-Accounts, each of which invests in a corresponding Portfolio. We may add new Variable Sub-Accounts or eliminate one or more of them, if we believe marketing, tax, or investment conditions so warrant. We do not guarantee the investment performance of the Variable Account, its Sub-Accounts or the Portfolios. We may use the Variable Account to fund our other annuity contracts. We will account separately for each type of annuity contract funded by the Variable Account. THE PORTFOLIOS DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS. We automatically reinvest all dividends and capital gains distributions from the Portfolios in shares of the distributing Portfolios at their net asset value. VOTING PRIVILEGES. As a general matter, you do not have a direct right to vote the shares of the Portfolios held by the Variable Sub-Accounts to which you have allocated your Contract Value. Under current law, however, you are entitled to give us instructions on how to vote those shares on certain matters. Based on our present view of the law, we will vote the shares of the Portfolios that we hold directly or indirectly through the Variable Account in accordance with instructions that we receive from Contract Owners entitled to give such instructions. As a general rule, before the Payout Start Date, the Contract Owner or anyone with a voting interest is the person entitled to give voting instructions. The number of shares that a person has a right to instruct will be determined by dividing the Contract Value allocated to the applicable Variable Sub-Account by the net asset value per share of the corresponding Portfolio as of the record date of the meeting. After the Payout Start Date the person receiving income payments has the voting interest. The payee's number of votes will be determined by dividing the reserve for such Contract allocated to the applicable Variable Sub-Account by the net asset value per share of the corresponding Portfolio. The votes decrease as income payments are made and as the reserves for the Contract decrease. We will vote shares attributable to Contracts for which we have not received instructions, as well as shares attributable to us, in the same proportion as we vote shares for which we have received instructions, unless we determine that we may vote such shares in our own discretion. We will apply voting instructions to abstain on any item to be voted upon on a pro-rata basis to reduce the votes eligible to be cast. We reserve the right to vote Portfolio shares as we see fit without regard to voting instructions to the extent permitted by law. If we disregard voting instructions, we will include a summary of that action and our reasons for that action in the next semi-annual financial report we send to you. CHANGES IN PORTFOLIOS. If the shares of any of the Portfolios are no longer available for investment by the Variable Account or if, in our judgment, further investment in such shares is no longer desirable in view of the purposes of the Contract, we may eliminate that Portfolio and substitute shares of another eligible investment Portfolio. Any substitution of securities will comply with the requirements of the Investment Company Act of 1940. We also may add new Variable Sub-Accounts that invest in additional underlying funds. We will notify you in advance of any change. CONFLICTS OF INTEREST. Certain of the Portfolios sell their shares to separate accounts underlying both variable life insurance and variable annuity contracts. It is conceivable that in the future it may be unfavorable for variable life insurance separate accounts and variable annuity separate accounts to invest in the same Portfolio. The board of directors/trustees of these Portfolios monitors for possible conflicts among separate accounts buying shares of the Portfolios. Conflicts could develop for a variety of reasons. For example, differences in treatment under tax and other laws or the failure by a separate account to comply with such laws could cause a conflict. To eliminate a conflict, the Portfolio's board of directors/trustees may require a separate account to withdraw its participation in a Portfolio. A Portfolio's net asset value could decrease if it had to sell investment securities to pay redemption proceeds to a separate account withdrawing because of a conflict. THE CONTRACT DISTRIBUTION. ALFS, Inc., ("ALFS") located at 3100 Sanders Road, Northbrook, IL 60062-7154, serves as principal underwriter and distributor of the Contracts. ALFS is a wholly owned subsidiary of Allstate Life Insurance Company. 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. 27 PROSPECTUS

We will pay commissions to broker-dealers who sell the contracts. Commissions paid may vary, but we estimate that the total commissions paid on all Contract sales will not exceed 8% of all purchase payments. These commissions are intended to cover distribution expenses. Sometimes, we also pay the broker-dealer a persistency bonus in addition to the standard commissions. A persistency bonus is not expected to exceed 0.25%, on an annual basis, of the Contract Values considered in connection with the bonus. In some states, Contracts may be sold by representatives or employees of banks which may be acting as broker-dealers without separate registration under the Exchange Act pursuant to legal and regulatory exceptions. Allstate 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. We will also provide you with additional periodic and other reports, information and prospectuses as may be required by federal securities laws. NON-QUALIFIED ANNUITIES HELD WITHIN A QUALIFIED PLAN If you use the Contract within an employer sponsored qualified retirement 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. Allstate Life no longer issues deferred annuities to employer sponsored qualified retirement plans. LEGAL MATTERS All matters of state insurance law pertaining to the Contracts, including the validity of the Contracts and Allstate Life's right to issue such Contracts under state insurance law, have been passed upon by Michael J. Velotta, General Counsel of Allstate Life. 28 PROSPECTUS

TAXES - -------------------------------------------------------------------------------- THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE. ALLSTATE 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 ALLSTATE LIFE INSURANCE COMPANY Allstate Life is taxed as a life insurance company under Part I of Subchapter L of the Code. Since the Variable Account is not an entity separate from Allstate Life, and its operations form a part of Allstate 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, Allstate 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, Allstate Life does not anticipate that it will incur any federal income tax liability attributable to the Variable Account, and therefore Allstate Life does not intend to make provisions for any such taxes. If Allstate Life is taxed on investment income or capital gains of the Variable Account, then Allstate 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 .. Allstate Life is considered the owner of the Variable Account assets for federal income tax purposes. NON-NATURAL OWNERS. Non-natural owners are also referred to as Non Living Owners in this prospectus. 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 non-natural 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 Allstate 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 announced that the regulations do not provide guidance concerning circumstances in which investor control of 29 PROSPECTUS

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 private and published rulings in which it found that Contract owners were not owners of separate account assets. For example, if your contract offers more than twenty (20) investment alternatives you have the choice to allocate premiums and contract values among a broader selection of investment alternatives than described in such rulings. 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. Allstate 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. If any variable payment is less than the excludable amount you should contact a competent tax advisor to determine how to report any unrecovered investment. 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 30 PROSPECTUS

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 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 material 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. A material modification does not include permitted changes described in published IRS rulings. You should consult a competent tax advisor prior to creating or modifying a substantially equal periodic payment stream. 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 into a 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. PARTIAL EXCHANGES. The IRS has issued a ruling that permits partial exchanges of annuity contracts. Under this ruling, if you take a withdrawal from a receiving or relinquishing annuity contract within 24 months of the partial exchange, then special aggregation rules apply for purposes of determining the taxable amount of a distribution. The IRS has issued limited guidance on how to aggregate and report these distributions. The IRS is expected to provide further guidance; as a result, it is possible that the amount we calculate and report to the IRS as taxable could be different. 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. 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. AGGREGATION OF ANNUITY CONTRACTS. The Code requires that all non-Qualified deferred annuity contracts issued by Allstate 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, Allstate 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. Allstate 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. If no U.S. taxpayer identification number is provided, we will automatically withhold using single with zero 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 Allstate Life as 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 if covered 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 a completed 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. The U.S. does not have a tax treaty with all countries nor do all tax treaties provide an exclusion or lower withholding rate for annuities. 31 PROSPECTUS

TAX QUALIFIED CONTRACTS The income on tax sheltered annuity (TSA) 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 as a TSA or IRA. Tax Qualified Contracts are contracts purchased as investments as: .. Individual Retirement Annuities (IRAs) under Section 408(b) of the Code; .. Roth IRAs under Section 408A of the Code; .. Simplified Employee Pension (SEP IRA) under Section 408(k) of the Code; .. Savings Incentive Match Plans for Employees (SIMPLE IRA) under Section 408(p) of the Code; and .. Tax Sheltered Annuities under Section 403(b) of the Code. Allstate Life reserves the right to limit the availability of the Contract for use with any of the retirement plans listed above or to modify the Contract to conform with tax requirements. The tax rules applicable to participants with tax qualified annuities vary according to the type of contract and the terms and conditions of the endorsement. 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. Allstate Life can issue an individual retirement annuity on a rollover or transfer of proceeds from a decedent's IRA, TSA, or employer sponsored retirement plan under which the decedent's surviving spouse is the beneficiary. Allstate 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, TSA, or employer sponsored retirement 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 TAX QUALIFIED CONTRACT. If you make a partial withdrawal under a Tax 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) 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 Tax 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, IRAs (excluding Roth IRAs) and TSAs 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 TAX 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 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. Allstate 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 TAX QUALIFIED CONTRACTS. A 10% penalty tax applies to the taxable amount of any premature distribution from a Tax 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: 32 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 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 after separation from service after age 55 (does not apply to IRAs), .. made pursuant to an IRS levy, .. made for certain medical expenses, .. made to pay for health insurance premiums while unemployed (applies only for IRAs), .. made for qualified higher education expenses (applies only for IRAs), and .. made for a first time home purchase (up to a $10,000 lifetime limit and applies only 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 TAX QUALIFIED CONTRACTS. With respect to Tax Qualified Contracts using substantially equal periodic payments as an exception to the penalty tax on premature distributions, any additional withdrawal or other material 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. A material modification does not include permitted changes described in published IRS rulings. You should consult a competent tax advisor prior to creating or modifying a substantially equal periodic payment stream. INCOME TAX WITHHOLDING ON TAX QUALIFIED CONTRACTS. Generally, Allstate 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. Allstate 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 employer sponsored retirement plans, including TSAs but 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, Allstate 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. If no U.S. taxpayer identification number is provided, we will automatically withhold using single with zero 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 Allstate Life as 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 if covered 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 a completed 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. The U.S. does not have a tax treaty with all countries nor do all tax treaties provide an exclusion or lower withholding rate for annuities. 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. 33 PROSPECTUS

ANNUAL REPORTS AND OTHER DOCUMENTS - -------------------------------------------------------------------------------- Allstate Life's annual report on Form 10-K for the year ended December 31, 2003 and its Form 10-Q reports for the quarters ended March 31, 2004, June 30, 2004, and September 30, 2004 are incorporated herein by reference which means that they are legally a part of this prospectus. After the date of this prospectus and before we terminate the offering of the securities under this prospectus, all documents or reports we file with the SEC under the Exchange Act are also incorporated herein by reference, which means that they also legally become a part of this prospectus. Statements in this prospectus, or in documents that we file later with the SEC and that legally become a part of this prospectus, may change or supersede statements in other documents that are legally part of this prospectus. Accordingly, only the statement that is changed or replaced will legally be a part of this prospectus. We file our Exchange Act documents and reports, including our annual and quarterly reports on Form 10-K and Form 10-Q electronically on the SEC's "EDGAR" system using the identifying number CIK No. 0000352736. 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 2940 S. 84TH STREET, LINCOLN, NE 68506-4142 (telephone: 1-800-755-5275). 35 PROSPECTUS

APPENDIX A ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH VARIABLE SUB-ACCOUNT SINCE CONTRACTS WERE FIRST OFFERED* - -------------------------------------------------------------------------------- BASIC POLICY For the Years Beginning January 1 and Ending December 31,** 1998 1999 2000 2001 2002 AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $30.700 $17.628 $15.496 $11.728 Accumulation Unit Value, End of Period $30.700 $17.628 $15.496 $11.728 $ 8.752 Number of Units Outstanding, End of Period 6,547 7,877 8,541 7,986 6,534 AIM V.I. CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $12.897 $17.081 $14.400 $10.962 Accumulation Unit Value, End of Period $12.897 $17.081 $14.400 $10.962 $ 9.130 Number of Units Outstanding, End of Period 52,358 21,097 24,225 12,309 8,055 AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $10.131 $ 9.802 $ 9.739 $ 9.953 Accumulation Unit Value, End of Period $10.131 $ 9.802 $ 9.739 $ 9.953 $10.045 Number of Units Outstanding, End of Period 9,663 13,500 9,544 2,903 2,413 AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period $10.000 $11.444 $15.079 $14.539 $10.337 Accumulation Unit Value, End of Period $11.444 $15.079 $14.539 $10.337 $ 7.594 Number of Units Outstanding, End of Period 0 0 1,656 1,657 1,657 AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $10.868 $10.290 $11.181 $11.738 Accumulation Unit Value, End of Period $10.868 $10.290 $11.181 $11.738 $12.692 Number of Units Outstanding, End of Period 692 719 15,350 478 1,372 AIM V.I. GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $13.490 $17.988 $14.120 $ 9.209 Accumulation Unit Value, End of Period $13.490 $17.988 $14.120 $ 9.209 $ 6.272 Number of Units Outstanding, End of Period 15,902 14,265 13,585 14,671 6,205 AIM V.I. INTERNATIONAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $11.445 $17.507 $12.713 $ 9,590 Accumulation Unit Value, End of Period $11.445 $17.507 $12.713 $ 9.590 $ 7.798 Number of Units Outstanding, End of Period 1,491 1,207 1,206 1,206 1,205 AIM V.I. PREMIER EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $13.299 $17.043 $14.353 $12.380 Accumulation Unit Value, End of Period $13.299 $17.043 $14.353 $12.380 $ 8.519 Number of Units Outstanding, End of Period 34,858 34,854 32,778 22,769 17,392 AIM V.I. UTILITIES SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- -- -- -- -- Accumulation Unit Value, End of Period -- -- -- -- -- Number of Units Outstanding, End of Period -- -- -- -- -- AMERICAN CENTURY VP BALANCED SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.618 $12.116 $13.142 $12.611 $11.988 Accumulation Unit Value, End of Period $12.116 $13.142 $12.611 $11.988 $10.746 Number of Units Outstanding, End of Period 9,621 10,484 10,810 9,085 2,195 AMERICAN CENTURY VP INTERNATIONAL SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.025 $11.752 $19.020 $15.609 $10.906 Accumulation Unit Value, End of Period $11.734 $19.020 $15.609 $10.906 $ 8.568 Number of Units Outstanding, End of Period 344 371 370 379 386 DREYFUS SOCIALLY RESPONSIBLE GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.813 $13.265 $17.649 $15.472 $11.859 Accumulation Unit Value, End of Period $13.265 $17.649 $ 15472 $11.859 $ 8.313 Number of Units Outstanding, End of Period 4726 3,528 6,596 4,051 3,554 36 PROSPECTUS

DREYFUS STOCK INDEX SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $12.819 $15.237 $13.626 $11.839 Accumulation Unit Value, End of Period $12.819 $15.237 $13.626 $11.839 $ 9.068 Number of Units Outstanding, End of Period 39,205 80,779 77,360 28,373 26,929 DREYFUS VIF GROWTH AND INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $11.656 $13.601 $12.900 $12.025 Accumulation Unit Value, End of Period $11.656 $13.601 $12.900 $12.025 $ 8.858 Number of Units Outstanding, End of Period 15,709 18,597 16,850 2,648 1,949 DREYFUS VIF MONEY MARKET SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $10.566 $10.909 $11.402 $11.723 Accumulation Unit Value, End of Period $10.566 $10.909 $11.402 $11.732 $11.745 Number of Units Outstanding, End of Period 750 40,342 2,062 9,333 4,588 DREYFUS VIF SMALL COMPANY STOCK SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $10.343 $11.275 $12.061 $11.757 Accumulation Unit Value, End of Period $10.343 $11.275 $12.061 $11.757 $ 9.314 Number of Units Outstanding, End of Period 710 5,754 2,477 613 529 FIDELITY VIP CONTRAFUND/(R)/ SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $14.184 $17.370 $15.987 $13.889 Accumulation Unit Value, End of Period $14.184 $17.370 $15.987 $13.889 $12.422 Number of Units Outstanding, End of Period 9350 14,873 17,120 7,894 7,891 FIDELITY VIP EQUITY - INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $11.259 $11.799 $12.610 $11.858 Accumulation Unit Value, End of Period $11.259 $11.799 $12.610 $11.858 $ 9.716 Number of Units Outstanding, End of Period 40,266 70,192 67,206 16,719 14,198 FIDELITY VIP GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $14.691 $19.899 $17.461 $17.461 Accumulation Unit Value, End of Period $14.691 $19.899 $17.461 $14.235 $ 9.816 Number of Units Outstanding, End of Period 6361 11,241 14,641 5,421 5,382 FIDELITY VIP HIGH INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $10.164 $10.834 $ 8.280 $ 7.235 Accumulation Unit Value, End of Period $10.164 $10.834 $ 8.280 $ 7.235 $ 7.384 Number of Units Outstanding, End of Period 5,530 27,471 18,857 1,096 410 MFS EMERGING GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $14.544 $25.331 $20.073 $13.217 Accumulation Unit Value, End of Period $14.544 $25.331 $20.073 $13.217 $ 8.638 Number of Units Outstanding, End of Period 4,972 10,929 14,285 6,297 6,255 MFS LIMITED MATURITY SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period $10.000 $10.273 $10.753 -- -- Accumulation Unit Value, End of Period $10.273 $10.753 $11.237 -- -- Number of Units Outstanding, End of Period 1,014 5,857 4,938 -- -- For the Years Beginning January 1 and Ending December 31,** 2003 2004 AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.752 $11.184 Accumulation Unit Value, End of Period $11.184 $10.728 Number of Units Outstanding, End of Period 6,285 3,532 AIM V.I. CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 9.130 $11.207 Accumulation Unit Value, End of Period $11.207 $11.248 Number of Units Outstanding, End of Period 7,492 3,541 AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.045 $10.826 Accumulation Unit Value, End of Period $10.826 $11.118 Number of Units Outstanding, End of Period 1,280 500 37 PROSPECTUS

AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period $ 7.594 $ 8.919 Accumulation Unit Value, End of Period $ 8.919 $ 8.959 Number of Units Outstanding, End of Period 1,657 0 AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $12.692 $12.655 Accumulation Unit Value, End of Period $12.655 $12.774 Number of Units Outstanding, End of Period 1,322 143 AIM V.I. GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 6.272 $ 8.121 Accumulation Unit Value, End of Period $ 8.121 $ 7.866 Number of Units Outstanding, End of Period 6,415 4,345 AIM V.I. INTERNATIONAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.798 $10.159 Accumulation Unit Value, End of Period $10.159 $10.834 Number of Units Outstanding, End of Period 1,374 1,373 AIM V.I. PREMIER EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.519 $10.512 Accumulation Unit Value, End of Period $10.512 10.144 Number of Units Outstanding, End of Period 16,239 10,726 AIM V.I. UTILITIES SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- $10.000 Accumulation Unit Value, End of Period -- 10.887 Number of Units Outstanding, End of Period -- 1,483 AMERICAN CENTURY VP BALANCED SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.746 $12.665 Accumulation Unit Value, End of Period $12.665 $12.931 Number of Units Outstanding, End of Period 2,193 2,191 AMERICAN CENTURY VP INTERNATIONAL SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.568 $10.525 Accumulation Unit Value, End of Period $10.525 $10.507 Number of Units Outstanding, End of Period 335 95 DREYFUS SOCIALLY RESPONSIBLE GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.313 $10.355 Accumulation Unit Value, End of Period $10.355 $ 9.982 Number of Units Outstanding, End of Period 3,554 3,554 DREYFUS STOCK INDEX SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 9.068 $11.484 Accumulation Unit Value, End of Period $11.484 $11.482 Number of Units Outstanding, End of Period 24,898 18,678 DREYFUS VIF GROWTH AND INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.858 $11.062 Accumulation Unit Value, End of Period $11.062 $10.729 Number of Units Outstanding, End of Period 2,317 2,051 DREYFUS VIF MONEY MARKET SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $11.745 $11.668 Accumulation Unit Value, End of Period $11.668 $11.607 Number of Units Outstanding, End of Period 3,838 3,428 DREYFUS VIF SMALL COMPANY STOCK SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 9.314 $13.134 Accumulation Unit Value, End of Period $13.134 $13.852 Number of Units Outstanding, End of Period 515 514 FIDELITY VIP CONTRAFUND/(R)/ SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $12.422 $15.744 Accumulation Unit Value, End of Period $15.744 $16.483 Number of Units Outstanding, End of Period 7,766 10,224 38 PROSPECTUS

FIDELITY VIP EQUITY - INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 9.716 $12.494 Accumulation Unit Value, End of Period $12.494 $12.625 Number of Units Outstanding, End of Period 13,119 14,212 FIDELITY VIP GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 9.816 $12.866 Accumulation Unit Value, End of Period $12.866 $12.138 Number of Units Outstanding, End of Period 4,434 2,845 FIDELITY VIP HIGH INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.384 $ 9.271 Accumulation Unit Value, End of Period $ 9.271 $ 9.613 Number of Units Outstanding, End of Period 236 235 MFS EMERGING GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.638 $11.098 Accumulation Unit Value, End of Period $11.098 $10.866 Number of Units Outstanding, End of Period 6,100 4,359 MFS LIMITED MATURITY SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period -- -- Accumulation Unit Value, End of Period -- -- Number of Units Outstanding, End of Period -- -- *The AIM Variable Sub-Accounts, as well as the Fidelity Equity Income and Dreyfus Stock Index Variable Sub-Accounts, commenced operations on January 26, 1998. The other Variable Sub-Accounts commenced operation on June 17, 1997, but had no material operations for the year ended December 31, 1997. The Accumulation Unit Values in this table reflect a mortality and expense risk charge of 1.25% and an administrative expense charge of 0.10%. ** The Accumulation Unit information shown for 2004 is for the period beginning January 1 and ending September 30. (1) Effective April 30, 2004, AIM VI. Global Utilities Fund - Series I was merged into INVESCO VIF-Utilities Fund - Series I. Effective October 15, 2004, INVESCO VIF-Utilities Fund - Series I changed its name to AIM V.I. Utilities Fund - Series I. We have made a corresponding change in the name of the Variable Sub-Account that invests in that Portfolio. (2) No longer available under the Contracts. 39 PROSPECTUS

ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH VARIABLE SUB-ACCOUNT SINCE CONTRACTS WERE FIRST OFFERED* - -------------------------------------------------------------------------------- BASIC POLICY PLUS ENHANCED DEATH BENEFIT RIDER For the Years Beginning January 1 and Ending December 31,** 1998 1999 2000 2001 2002 AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $12.344 $17.594 $15.450 $11.682 Accumulation Unit Value, End of Period $12.344 $17.594 $15.450 $11.682 $ 8.709 Number of Units Outstanding, End of Period 5,197 13,896 14,129 10,572 9,006 AIM V.I. CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $12.897 $17.081 $14.400 $ 9.173 Accumulation Unit Value, End of Period $12.897 $17.081 $14.400 $ 9.173 $ 9.085 Number of Units Outstanding, End of Period 0 21,097 24,225 14,671 33,045 AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $10.121 $ 9.784 $ 9.711 $ 9.913 Accumulation Unit Value, End of Period $10.121 $ 9.784 $ 9.711 $ 9.913 $ 9.996 Number of Units Outstanding, End of Period 8,931 7,601 8,074 7,232 3,654 AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period $10.000 $11.433 $15.050 $13.620 $ 9.750 Accumulation Unit Value, End of Period $11.433 $15.050 $13.620 $ 9.750 $ 7.557 Number of Units Outstanding, End of Period 0 1,584 327 0 0 AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $10.858 $10.270 $11.149 $11.691 Accumulation Unit Value, End of Period $10.858 $10.270 $11.149 $11.691 $12.629 Number of Units Outstanding, End of Period 7,546 39,816 47,013 16,757 5,139 AIM V.I. GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $13.477 $17.964 $14.079 $ 9.173 Accumulation Unit Value, End of Period $13.477 $17.964 $14.079 $ 9.173 $ 6.241 Number of Units Outstanding, End of Period 15,252 14,638 17,565 14,671 12,974 AIM V.I. INTERNATIONAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $11.434 $17.474 $12.676 $ 9.590 Accumulation Unit Value, End of Period $11.434 $17.474 $12.676 $ 9.590 $ 7.939 Number of Units Outstanding, End of Period 5,403 4,967 977 1,206 1,066 AIM V.I. PREMIER EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $13.287 $17.011 $14.311 $12.332 Accumulation Unit Value, End of Period $13.287 $17.011 $14.311 $12.332 $ 8.477 Number of Units Outstanding, End of Period 5,2510 64,070 65,919 57,074 40,856 AIM V.I. UTILITIES SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- -- -- -- -- Accumulation Unit Value, End of Period -- -- -- -- -- Number of Units Outstanding, End of Period -- -- -- -- -- AMERICAN CENTURY VP BALANCED SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.618 $12.116 $13.142 $12.611 $11.988 Accumulation Unit Value, End of Period $12.116 $13.142 $12.611 $11.988 $10.686 Number of Units Outstanding, End of Period 7,716 10,484 10,810 9,085 8,427 AMERICAN CENTURY VP INTERNATIONAL SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.025 $11.734 $18.972 $15.544 $10.856 Accumulation Unit Value, End of Period $11.734 $18.972 $15.554 $10.856 $ 8.520 Number of Units Outstanding, End of Period 5,196 5,546 11,548 11,365 8,232 DREYFUS SOCIALLY RESPONSIBLE GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.813 $13.265 $17.649 $15.472 $11.805 Accumulation Unit Value, End of Period $13.265 $17.643 $15.472 $11.805 $ 8.267 Number of Units Outstanding, End of Period 4,373 3,528 6,596 6,031 5,603 40 PROSPECTUS

DREYFUS STOCK INDEX SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $12.819 $15.237 $13.626 $11.792 Accumulation Unit Value, End of Period $12.819 $15.237 $13.626 $11.792 $ 9.024 Number of Units Outstanding, End of Period 86,935 80,779 77,360 66,841 43,298 DREYFUS VIF GROWTH AND INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.602 $11.656 $13.601 $12.900 $11.970 Accumulation Unit Value, End of Period $11.656 $13.601 $12.900 $11.970 $ 8.809 Number of Units Outstanding, End of Period 18,031 18,597 16,850 13,932 11,640 DREYFUS VIF MONEY MARKET SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.198 $10.566 $10.909 $11.402 $11.679 Accumulation Unit Value, End of Period $10.566 $10.909 $11.402 $11.679 $11.680 Number of Units Outstanding, End of Period 13,027 40,342 2,062 3,684 47,945 DREYFUS VIF SMALL COMPANY STOCK SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.161 $10.343 $11.275 $12.061 $11.704 Accumulation Unit Value, End of Period $10.343 $11.275 $12.061 $11.704 $ 9.262 Number of Units Outstanding, End of Period 5,753 5,754 2,477 2,227 2,227 FIDELITY VIP CONTRAFUND/(R)/ SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.071 $14.184 $17.370 $15.987 $13.826 Accumulation Unit Value, End of Period $14.184 $17.370 $15.987 $13.826 $12.353 Number of Units Outstanding, End of Period 11,838 14,873 17,120 13,544 11,445 FIDELITY VIP EQUITY - INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $11.259 $11.799 $12.610 $11.811 Accumulation Unit Value, End of Period $11.259 $11.799 $12.610 $11.811 $ 9.669 Number of Units Outstanding, End of Period 76,050 70,192 67,206 57,665 40,187 FIDELITY VIP GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.685 $14.691 $19.899 $17.461 $14.170 Accumulation Unit Value, End of Period $14.691 $19.899 $17.461 $14.170 $ 9.762 Number of Units Outstanding, End of Period 8,947 11,241 14,641 12,263 11,143 FIDELITY VIP HIGH INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.779 $10.164 $10.834 $ 8.280 $ 7.202 Accumulation Unit Value, End of Period $10.164 $10.834 $ 8.280 $ 7.202 $ 7.343 Number of Units Outstanding, End of Period 28,509 27,471 18,857 14,048 8,990 MFS EMERGING GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.999 $14.544 $25.331 $20.073 $13.157 Accumulation Unit Value, End of Period $14.544 $25.331 $20.073 $13.157 $ 8.590 Number of Units Outstanding, End of Period 6,085 10,929 14,285 10,328 9,308 MFS LIMITED MATURITY SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period $10.269 $10.273 $10.753 -- -- Accumulation Unit Value, End of Period $10.273 $10.753 $11.237 -- -- Number of Units Outstanding, End of Period 3,996 5,857 4,938 -- -- For the Years Beginning January 1 and Ending December 31,** 2003 2004 AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.709 $11.118 Accumulation Unit Value, End of Period $11.118 $10.657 Number of Units Outstanding, End of Period 4,854 3,677 AIM V.I. CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 9.095 $11.141 Accumulation Unit Value, End of Period $11.141 $11.173 Number of Units Outstanding, End of Period 27,360 10,942 AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 9.996 $10.762 Accumulation Unit Value, End of Period $10.762 $11.044 Number of Units Outstanding, End of Period 2,992 0 41 PROSPECTUS

AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period $ 7.557 $ 8.866 Accumulation Unit Value, End of Period $ 8.866 $ 8.903 Number of Units Outstanding, End of Period 0 0 AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $12.629 $12.581 Accumulation Unit Value, End of Period $12.581 $12.689 Number of Units Outstanding, End of Period 3,458 661 AIM V.I. GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 6.241 $ 8.073 Accumulation Unit Value, End of Period $ 8.073 $ 7.813 Number of Units Outstanding, End of Period 8,745 4,038 AIM V.I. INTERNATIONAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.939 $10.099 Accumulation Unit Value, End of Period $10.099 $10.762 Number of Units Outstanding, End of Period 1,825 1,759 AIM V.I. PREMIER EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.477 $10.450 Accumulation Unit Value, End of Period $10.450 $10.077 Number of Units Outstanding, End of Period 37,577 23,576 AIM V.I. UTILITIES SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- $10.000 Accumulation Unit Value, End of Period -- $10.883 Number of Units Outstanding, End of Period -- 0 AMERICAN CENTURY VP BALANCED SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.686 $12.582 Accumulation Unit Value, End of Period $12.582 $12.582 Number of Units Outstanding, End of Period 4,520 3,813 AMERICAN CENTURY VP INTERNATIONAL SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.520 $10.456 Accumulation Unit Value, End of Period $10.456 $10.431 Number of Units Outstanding, End of Period 8,232 5,202 DREYFUS SOCIALLY RESPONSIBLE GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.267 $10.267 Accumulation Unit Value, End of Period $10.267 $ 9.910 Number of Units Outstanding, End of Period 5,112 3,007 DREYFUS STOCK INDEX SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 9.024 $11.416 Accumulation Unit Value, End of Period $11.416 $11.406 Number of Units Outstanding, End of Period 33,712 15,998 DREYFUS VIF GROWTH AND INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.809 $10.990 Accumulation Unit Value, End of Period $10.990 $10.651 Number of Units Outstanding, End of Period 9,230 7,144 DREYFUS VIF MONEY MARKET SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $11.680 $11.592 Accumulation Unit Value, End of Period $11.592 $11.523 Number of Units Outstanding, End of Period 5,479 1,474 DREYFUS VIF SMALL COMPANY STOCK SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 9.262 $13.049 Accumulation Unit Value, End of Period $13.049 $13.752 Number of Units Outstanding, End of Period 2,894 2,843 FIDELITY VIP CONTRAFUND/(R)/ SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $12.353 $15.641 Accumulation Unit Value, End of Period $15.641 $16.364 Number of Units Outstanding, End of Period 12,104 8,777 42 PROSPECTUS

FIDELITY VIP EQUITY - INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 9.669 $12.420 Accumulation Unit Value, End of Period $12.420 $12.541 Number of Units Outstanding, End of Period 36,380 20,151 FIDELITY VIP GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 9.762 $12.782 Accumulation Unit Value, End of Period $12.782 $12.050 Number of Units Outstanding, End of Period 10,840 2,795 FIDELITY VIP HIGH INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.343 $ 9.211 Accumulation Unit Value, End of Period $ 9.211 v9.543 Number of Units Outstanding, End of Period 7.262 1,215 MFS EMERGING GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.590 $11.026 Accumulation Unit Value, End of Period $11.026 $10.787 Number of Units Outstanding, End of Period 5,167 3,181 MFS LIMITED MATURITY SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period -- -- Accumulation Unit Value, End of Period -- -- Number of Units Outstanding, End of Period -- -- * The AIM Variable Sub-Accounts, as well as the Fidelity Equity Income and Dreyfus Stock Index Variable Sub-Accounts, commenced operations on January 26, 1998. The other Variable Sub-Accounts commenced operation on June 17, 1997, but had no material operations for the year ended December 31, 1997. The Accumulation Unit Values in this table reflect a mortality and expense risk charge of 1.35% and an administrative expense charge of 0.10%. ** The Accumulation Unit information shown for 2004 is for the period beginning January 1 and ending September 30. (1) Effective April 30, 2004, AIM VI. Global Utilities Fund - Series I was merged into INVESCO VIF-Utilities Fund - Series I. Effective October 15, 2004, INVESCO VIF-Utilities Fund - Series I changed its name to AIM V.I. Utilities Fund - Series I. We have made a corresponding change in the name of the Variable Sub-Account that invests in that Portfolio. (2) No longer available under the Contracts. 43 PROSPECTUS

APPENDIX B MARKET VALUE ADJUSTMENT EXAMPLE - -------------------------------------------------------------------------------- The Market Value Adjustment is based on the following: I = the Treasury Rate for a maturity equal to the Guarantee Period for the week preceding the establishment of the Guarantee Period. N = the number of whole and partial years from the date we receive the withdrawal, transfer, or death benefit request, or from the Payout Start Date to the end of the Guarantee Period. J = the Treasury Rate for a maturity equal to the Guarantee Period for the week preceding the receipt of the withdrawal, transfer, death benefit, or income payment request. If a Note with a maturity of the original Guarantee Period is not available, we determine an appropriate interest rate based on an interpolation of the next shortest duration and next longest duration Notes. Treasury Rate means the U.S. Treasury Note Constant Maturity yield as reported in Federal Reserve Bulletin Release H.15. *If a U.S. Treasury Note ("Note") with a maturity of the Guarantee Period is not available, we will determine an appropriate interest rate based on an interpolation of the next shortest duration and next longest duration Notes. The Market Value Adjustment factor is determined from the following formula: .9 X [I-(J + .0025)] X N To determine the Market Value Adjustment, we will multiply the Market Value Adjustment factor by the amount transferred, withdrawn (in excess of the Free Withdrawal Amount), paid as a death benefit, or applied to an Income Plan from a Guarantee Period at any time other than during the 30 day period after such Guarantee Period expires. 44 PROSPECTUS

EXAMPLES OF MARKET VALUE ADJUSTMENT - -------------------------------------------------------------------------------- Purchase Payment: $10,000 allocated to a Guarantee Period Guarantee Period: 5 years Interest Rate: 4.50% Full Surrender: End of Contract Year 3 NOTE: These examples assume that premium taxes are not applicable. Example 1 (Assumes declining interest rates) Step 1. Calculate Contract Value at End of Contract Year 3: $10,000.00 X (1.045)/3 /= $11,411.66 Step 2. Calculate the Free Withdrawal Amount: .15 X ($10,000.00) = $1,500.00 Step 3. Calculate the Withdrawal I = 4.5% Charge: J = 4.2% N = 730 days =2 Step 4. Calculate the Market -------- Value Adjustment: 365 days Market Value Adjustment Factor: .9 X [I - (J + .0025)] X N = .9 X [.045 - (.042 + .0025)] X 2 = .0009 Market Value Adjustment = Market Value Adjustment Factor X Amount Subject to Market Value Adjustment: = .0009 X ($11,411.66 - $1,500.00) = $8.92 Step 5. Calculate the amount received by a Contract Owner as a result of full withdrawal at $11,411.66 + $8.92 = $11,420.58 the end of Contract Year 3: EXAMPLE 2: (ASSUMES RISING INTEREST RATES) Step 1. Calculate Contract Value at End of Contract Year 3: $10,000.00 X (1.045)/3 /= $11,411.66 Step 2. Calculate the Free Withdrawal Amount: .15 X ($10,000.00) = $1,500.00 Step 3. Calculate the Withdrawal I = 4.5% Charge: J = 4.8% N = 730 days =2 Step 4. Calculate the Market -------- Value Adjustment: 365 days Market Value Adjustment Factor: .9 X [I - (J + .0025)] X N = .9 X [.045 - (.048 + .0025)] X 2 = - .0099 Market Value Adjustment = Market Value Adjustment Factor X Amount Subject to Market Value Adjustment: = - .0099 X ($11,411.66 - $1,500.00) = - $98.13 Step 5. Calculate the amount received by a Contract Owner as a result of full withdrawal at $11,411.66 - $98.13 = $11,313.53 the end of Contract Year 3: 45 PROSPECTUS

STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONS, DELETIONS OR SUBSTITUTIONS OF INVESTMENTS - -------------------------------------------------------------------------------- THE CONTRACT - -------------------------------------------------------------------------------- Purchase of Contracts - -------------------------------------------------------------------------------- Tax-free Exchanges (1035 Exchanges, Rollovers and Transfers) - -------------------------------------------------------------------------------- CALCULATION OF ACCUMULATION UNIT VALUES - -------------------------------------------------------------------------------- NET INVESTMENT FACTOR - -------------------------------------------------------------------------------- CALCULATION OF VARIABLE INCOME PAYMENTS - -------------------------------------------------------------------------------- CALCULATION OF ANNUITY UNIT VALUES - -------------------------------------------------------------------------------- GENERAL MATTERS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Incontestability - -------------------------------------------------------------------------------- Settlements - -------------------------------------------------------------------------------- Safekeeping of the Variable Account's Assets - -------------------------------------------------------------------------------- Premium Taxes - -------------------------------------------------------------------------------- Tax Reserves - -------------------------------------------------------------------------------- EXPERTS - -------------------------------------------------------------------------------- FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- APPENDIX A: ACCUMULATION UNIT VALUES - -------------------------------------------------------------------------------- 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. 46 PROSPECTUS

THE ALLSTATE\\(R)\\ PROVIDER VARIABLE ANNUITY (formerly referred to as "The Glenbrook Provider Variable Annuity") ALLSTATE LIFE INSURANCE COMPANY STREET ADDRESS: 2940 S. 84TH STREET, LINCOLN, NE 68506-4142 MAILING ADDRESS: P.O. BOX 80469, LINCOLN, NE 68501-0469 TELEPHONE NUMBER: 1-800-755-5275 PROSPECTUS DATED JANUARY 3, 2005 ------------------------------------------------------------------------------- Allstate Life Insurance Company ("Allstate Life") is offering the Allstate\\(R)\\\\ \\Provider Variable Annuity, an individual flexible premium deferred variable annuity contract ("CONTRACT"). This prospectus contains information about the Contract that you should know before investing. Please keep it for future reference. The Contract currently offers 40 "INVESTMENT ALTERNATIVES". The investment alternatives include 3 fixed account options ("FIXED ACCOUNT OPTIONS") and 37 variable sub-accounts ("VARIABLE SUB-ACCOUNTS") of the Allstate Financial Advisors Separate Account I ("VARIABLE ACCOUNT"). Each Variable Sub-Account invests exclusively in shares of one of the portfolios ("PORTFOLIOS") of the following mutual funds ("FUNDS"): AIM VARIABLE INSURANCE FUNDS FIDELITY/(R)/ VARIABLE INSURANCE PRODUCTS THE DREYFUS SOCIALLY RESPONSIBLE GOLDMAN SACHS VARIABLE INSURANCE TRUST GROWTH (VIT) FUND, INC. MFS/(R)/ VARIABLE INSURANCE TRUST/SM/ DREYFUS STOCK INDEX FUND NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST DREYFUS VARIABLE INVESTMENT FUND THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (VIF) Not all of the Funds and/or Portfolios, however, may be available with your Contract. You should check with your representative for further information on the availability of Funds and/or Portfolios. Your annuity application will list all available Portfolios. WE (Allstate Life) have filed a Statement of Additional Information, dated January 3, 2005, 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 54 of this prospectus. For a free copy, please write or call us at the address or telephone number above, or go to the SEC's Web site (http:// www.sec.gov). You can find other information and documents about us, including documents that are legally part of this prospectus, at the SEC's Web site. THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THE SECURITIES DESCRIBED IN THIS PROSPECTUS, NOR HAS IT PASSED UPON 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. 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 9 - -------------------------------------------------------------------------------- CONTRACT FEATURES - -------------------------------------------------------------------------------- The Contract 10 - -------------------------------------------------------------------------------- Purchases 11 - -------------------------------------------------------------------------------- Contract Value 12 - -------------------------------------------------------------------------------- Investment Alternatives 13 - -------------------------------------------------------------------------------- The Variable Sub-Accounts 13 - -------------------------------------------------------------------------------- The Fixed Account Options 15 - -------------------------------------------------------------------------------- Transfers 18 - -------------------------------------------------------------------------------- Expenses 20 - -------------------------------------------------------------------------------- Access To Your Money 22 - -------------------------------------------------------------------------------- PAGE - -------------------------------------------------------------------------------- Income Payments 23 - -------------------------------------------------------------------------------- Death Benefits 24 - -------------------------------------------------------------------------------- OTHER INFORMATION - -------------------------------------------------------------------------------- More Information: 28 - -------------------------------------------------------------------------------- Allstate Life 28 - -------------------------------------------------------------------------------- The Variable Account 28 - -------------------------------------------------------------------------------- The Portfolios 28 - -------------------------------------------------------------------------------- The Contract 29 - -------------------------------------------------------------------------------- Non-Qualified Annuities Held Within a Qualified Plan 29 - -------------------------------------------------------------------------------- Legal Matters 30 - -------------------------------------------------------------------------------- Taxes 31 - -------------------------------------------------------------------------------- Annual Reports and Other Documents 37 - -------------------------------------------------------------------------------- APPENDIX A-ACCUMULATION UNIT VALUES 38 - -------------------------------------------------------------------------------- APPENDIX B-MARKET VALUE ADJUSTMENT EXAMPLE 52 - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS 54 - -------------------------------------------------------------------------------- 2 PROSPECTUS

IMPORTANT TERMS - -------------------------------------------------------------------------------- This prospectus uses a number of important terms that you may not be familiar with. The index below identifies the page that describes each term. The first use of each term in this prospectus appears in highlights. PAGE - -------------------------------------------------------------------------------- Accumulation Phase 6 - -------------------------------------------------------------------------------- Accumulation Unit 12 - -------------------------------------------------------------------------------- Accumulation Unit Value 12 - -------------------------------------------------------------------------------- Anniversary Values 27 - -------------------------------------------------------------------------------- Annuitant 10 - -------------------------------------------------------------------------------- Automatic Additions Plan 11 - -------------------------------------------------------------------------------- Automatic Portfolio Rebalancing Program 19 - -------------------------------------------------------------------------------- Beneficiary 10 - -------------------------------------------------------------------------------- Cancellation Period 12 - -------------------------------------------------------------------------------- Contract* 10 - -------------------------------------------------------------------------------- Contract Anniversary 5 - -------------------------------------------------------------------------------- Contract Owner (You) 10 - -------------------------------------------------------------------------------- Contract Value 12 - -------------------------------------------------------------------------------- Contract Year 4 - -------------------------------------------------------------------------------- Death Benefit Anniversary 26 - -------------------------------------------------------------------------------- Death Proceeds 26 - -------------------------------------------------------------------------------- Dollar Cost Averaging Program 19 - -------------------------------------------------------------------------------- Due Proof of Death 26 - -------------------------------------------------------------------------------- Enhanced Death Benefit Rider 27 - -------------------------------------------------------------------------------- Enhanced Death and Income Benefit Combination Rider 27 - -------------------------------------------------------------------------------- PAGE - -------------------------------------------------------------------------------- Fixed Account Options 15 - -------------------------------------------------------------------------------- Free Withdrawal Amount 20 - -------------------------------------------------------------------------------- Funds 1 - -------------------------------------------------------------------------------- Allstate Life ("We" or "Us") 28 - -------------------------------------------------------------------------------- Guarantee Periods 16 - -------------------------------------------------------------------------------- Income Plan 23 - -------------------------------------------------------------------------------- Investment Alternatives 13 - -------------------------------------------------------------------------------- Issue Date 6 - -------------------------------------------------------------------------------- Market Value Adjustment 17 - -------------------------------------------------------------------------------- Payout Phase 6 - -------------------------------------------------------------------------------- Payout Start Date 23 - -------------------------------------------------------------------------------- Portfolios 28 - -------------------------------------------------------------------------------- Qualified Contracts 34 - -------------------------------------------------------------------------------- SEC 1 - -------------------------------------------------------------------------------- Settlement Value 26 - -------------------------------------------------------------------------------- Systematic Withdrawal Program 22 - -------------------------------------------------------------------------------- Valuation Date 11 - -------------------------------------------------------------------------------- Variable Account 28 - -------------------------------------------------------------------------------- Variable Sub-Account 13 - -------------------------------------------------------------------------------- * In certain states the Contract is available only as a group Contract. If you purchase a group Contract, we will issue you a certificate that represents your ownership and that summarizes the provisions of the group Contract. References to "Contract" in this prospectus include certificates, unless the context requires otherwise. 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 $3,000 ($2,000 for "QUALIFIED CONTRACTS", which are Contracts issued within QUALIFIED PLANS). You can add to your Contract as often and as much as you like, but each payment must be at least $50. - ------------------------------------------------------------------------------- RIGHT TO CANCEL You may cancel your Contract within 20 days of receipt or any longer period as your state may require ("CANCELLATION PERIOD"). Upon cancellation, we will return your purchase payments adjusted, to the extent federal or state law permits, to reflect the investment experience of any amounts allocated to the Variable Account. - ------------------------------------------------------------------------------- EXPENSES You will bear the following expenses: .Total Variable Account annual fees equal to 1.15% of average daily net assets (1.37% if you select the ENHANCED DEATH BENEFIT RIDER and 1.59% if you select the ENHANCED DEATH AND INCOME BENEFIT COMBINATION RIDER) .Annual contract maintenance charge of $35 (with certain exceptions) .Withdrawal charges ranging from 0% to 6% of purchase payment withdrawn (with certain exceptions) .Transfer fee of $10 after 12th transfer in any CONTRACT YEAR (fee currently waived) . State premium tax (if your state imposes one) In addition, each Portfolio pays expenses that you will bear indirectly if you invest in a Variable Sub-Account. - ------------------------------------------------------------------------------- INVESTMENT The Contract offers 40 investment alternatives ALTERNATIVES including: .3 Fixed Account Options (which credit interest at rates we guarantee) .37 Variable Sub-Accounts investing in Portfolios offering professional money management by these investment advisors: . A I M Advisors, Inc. . The Dreyfus Corporation . Fidelity Management & Research Company . Goldman Sachs Asset Management, L.P. . MFS/TM/ Investment Management . Neuberger Berman Management, Inc. . Van Kampen/(1)/ 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 1-800-755-5275. /(1)// /Morgan Stanley Investment Management Inc., the adviser to the UIF Portfolios, does business in certain instances as Van Kampen. - ------------------------------------------------------------------------------- 4 PROSPECTUS

SPECIAL SERVICES For your convenience, we offer these special services: . AUTOMATIC PORTFOLIO REBALANCING PROGRAM . AUTOMATIC ADDITIONS PROGRAM . DOLLAR COST AVERAGING PROGRAM . SYSTEMATIC WITHDRAWAL PROGRAM - ------------------------------------------------------------------------------- INCOME PAYMENTS You can choose fixed income payments, variable income payments, or a combination of the two. You can receive your income payments in one of the following ways: . life income with guaranteed payments .a "joint and survivor" life income with guaranteed payments .guaranteed payments for a specified period (5 to 30 years) - ------------------------------------------------------------------------------- DEATH BENEFITS If you or the ANNUITANT (if the Contract is owned by a non-natural person) die before the PAYOUT START DATE, we will pay the death benefit described in the Contract. We offer an Enhanced Death Benefit Rider and 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. Transfers to a Guarantee Period of the Fixed Account must be at least $50. We do not currently impose a fee upon transfers. However, we reserve the right to charge $10 per transfer after the 12th transfer in each "Contract Year," which we measure from the date we issue your Contract or a Contract Anniversary ("CONTRACT ANNIVERSARY"). - ------------------------------------------------------------------------------- WITHDRAWALS You may withdraw some or all of your Contract Value at any time prior to the Payout Start Date. In general, you must withdraw at least $50 at a time. Full or partial withdrawals are available under limited circumstances on or after the Payout Start Date. 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 40 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 any of the 3 Fixed Account Options, you will earn a fixed rate of interest that we declare periodically. If you invest in any of the 38 Variable Sub-Accounts, your investment return will vary up or down depending on the performance of the corresponding Portfolios. Second, the Contract can help you plan for retirement because you can use it to receive retirement income for life and/ or for a pre-set number of years, by selecting one of the income payment options (we call these "INCOME PLANS") described on page 23. You receive income payments during what we call the "PAYOUT PHASE" of the Contract, which begins on the Payout Start Date and continues until we make the last payment required by the Income Plan you select. During the Payout Phase, if you select a fixed income payment option, we guarantee the amount of your payments, which will remain fixed. If you select a variable income payment option, based on one or more of the Variable Sub-Accounts, the amount of your payments will vary up or down depending on the performance of the corresponding Portfolios. The amount of money you accumulate under your Contract during the Accumulation Phase and apply to an Income Plan will determine the amount of your income payments during the Payout Phase. The timeline below illustrates how you might use your Contract. Issue 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 none, the BENEFICIARY will exercise the rights and privileges provided by the Contract. See "The Contract." In addition, if you die before the Payout Start Date, we will pay a death benefit to any surviving Contract Owner, or if there is none, to your Beneficiary. See "Death Benefits." Please call us at 1-800-755-5275 if you have any questions about how the Contract works. 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 that may be imposed by the state where you reside. For more information about Variable Account expenses, see "Expenses," below. For more information about Portfolio expenses, please refer to the accompanying prospectuses for the Portfolios. 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+ Payment Being Withdrawn - -------------------------------------------------------------------------------------------- Applicable Charge 6% 6% 5% 5% 4% 3% 0% - -------------------------------------------------------------------------------------------- Annual Contract Maintenance Charge $35.00** - -------------------------------------------------------------------------------------------- Transfer Fee $10.00*** - -------------------------------------------------------------------------------------------- *Each Contract Year, you may withdraw up to 15% of your aggregate purchase payments without incurring a withdrawal charge. ** We will waive this charge in certain cases. See "Expenses." *** Applies solely to the thirteenth and subsequent transfers within a Contract Year, excluding transfers due to dollar cost averaging and automatic portfolio rebalancing. We are currently waiving the transfer fee. Policy with Policy with Enhanced Death Variable Account Annual Expenses (as a percentage of daily net asset Enhanced Death Benefit and Income Benefit value deducted from each VARIABLE SUB-ACCOUNT) Base Policy Rider Combo - ------------------------------------------------------------------------------------------------------------------------------- Mortality and Expense Risk Charge 1.05% 1.27% 1.49% - ------------------------------------------------------------------------------------------------------------------------------- Administrative Expense Charge 0.10% 0.10% 0.10% - ------------------------------------------------------------------------------------------------------------------------------- Total Variable Account Annual Expenses 1.15% 1.37% 1.59% - ------------------------------------------------------------------------------------------------------------------------------- PORTFOLIO ANNUAL EXPENSES (as a percentage of Portfolio average daily net assets)(1) The next table shows the minimum and maximum total operating expenses charged by the Portfolios that you may pay periodically during the time that you own the Contract. Advisers and/or other service providers of certain Portfolios may have agreed to waive their fees and/or reimburse Portfolio expenses in order to keep the Portfolios' 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 Portfolio's fees and expenses appears in the prospectus for each Portfolio. ANNUAL PORTFOLIO EXPENSES - ---------------------------------------------------------------------------------- Minimum Maximum - ---------------------------------------------------------------------------------- Total Annual Portfolio Operating Expenses (expenses that are deducted from Portfolio assets, which may include management fees, distribution fees, and 0.27% 2.60% other expenses) - ---------------------------------------------------------------------------------- (1) Expenses are shown as a percentage of Portfolio average daily net assets (before any waiver or reimbursement) as of December 31, 2003. 7 PROSPECTUS

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 Portfolio fees and expenses. The example below shows the dollar amount of expenses that you would bear directly or indirectly if you: .. invested $10,000 in a Variable Sub-Account, .. earned a 5% annual return on your investment, .. surrendered your Contract, or you began receiving income payments for a specified period of less than 120 months, at the end of each time period, and .. elected the Enhanced Death and Income Benefit Combination Rider. The first line of the example assumes that the maximum fees and expenses of any of the Portfolios are charged. The second line of the example assumes that the minimum fees and expenses of any of the Portfolios 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. 1 Year 3 Years 5 Years 10 Years - ------------------------------------------------------------------------------------------------------ Costs Based on Maximum Annual $95 $174 $246 $448 Portfolio Expenses - ------------------------------------------------------------------------------------------------------ Costs Based on Minimum Annual $71 $103 $130 $226 Portfolio Expenses - ------------------------------------------------------------------------------------------------------ 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. 1 Year 3 Years 5 Years 10 Years - -------------------------------------------------------------------------------------- Costs Based on Maximum Annual Portfolio $44 $131 $221 $448 Expenses - -------------------------------------------------------------------------------------- Costs Based on Minimum Annual Portfolio $20 $ 61 $105 $226 Expenses - -------------------------------------------------------------------------------------- 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 PORTFOLIO 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, WITH A MORTALITY AND EXPENSE RISK CHARGE OF 1.49%, AN ADMINISTRATIVE EXPENSE CHARGE OF 0.10%, AND AN ANNUAL CONTRACT MAINTENANCE CHARGE OF $35. IF NO RIDER WERE ELECTED, OR IF THE ENHANCED DEATH BENEFIT RIDER WERE ELECTED, THE EXPENSE FIGURES SHOWN ABOVE WOULD BE SLIGHTLY LOWER. THE ABOVE EXAMPLES ALSO ASSUME TOTAL ANNUAL PORTFOLIO EXPENSES LISTED IN THE EXPENSE TABLE WILL CONTINUE THROUGHOUT THE PERIODS SHOWN. 8 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 the Contracts were first offered. To obtain a fuller picture of each Variable Sub-Account's finances, please refer to the Variable Account's financial statement contained in the Statement of Additional Information. The financial statements of Allstate Life and Allstate Financial Advisors Separate Account I, which include financial information giving effect to the Consolidation on a pro forma basis, also appear in the Statement of Additional Information. For a free copy of the Statement of Additional Information, please write or call us at 1-800-755-5275. 9 PROSPECTUS

THE CONTRACT - -------------------------------------------------------------------------------- CONTRACT OWNER The Allstate Provider Variable Annuity is a Contract between you, the Contract Owner, and Allstate 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 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-living person and a living person. If the Contract Owner is a grantor trust, the Contract Owner will be considered a non-living person for the purposes of the Death of Owner and Death of Annuitant provisions of your Contract. The maximum age of the oldest Contract Owner or Annuitant cannot exceed 90 as of the date we received the completed application. You may change the Contract Owner at any time. We will provide a change of ownership form to be signed by you and filed with us. After we accept the form, the change of ownership will be effective as of the date you signed the form. Until we receive your written notice to change the Contract Owner, we are entitled to rely on the most recent ownership information in our files. We will not be liable as to any payment or settlement made prior to receiving the written notice. Accordingly, if you wish to change the Contract Owner, you should deliver your written notice to us promptly. Each change is subject to any payment made by us or any other action we take before we accept the change. 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. ANNUITANT The Annuitant is the individual whose life determines the amount and duration of income payments (other than under Income Plans with guaranteed payments for a specified period). You initially designate an Annuitant in your application. You may change the Annuitant at any time prior to the Payout Start Date (only if the Contract Owner is a living person). Once we accept a change, it takes effect as of the date you signed the request. Each change is subject to any payment we make or other action we take before we accept it. You may designate a joint Annuitant, who is a second person on whose life income payments depend. We permit joint Annuitants only on or after the Payout Start Date. If the Annuitant dies prior to the Payout Start Date, the new Annuitant will be: (i) the youngest Contract Owner; otherwise, (ii) the youngest Beneficiary. BENEFICIARY The Beneficiary is the person who may elect to receive the Death Proceeds or become the new Contract Owner, subject to the "Death of Owner" section below, if the sole surviving Contract Owner dies before the Payout Start Date. If the sole surviving Contract Owner dies after the Payout Start Date, the Beneficiary will receive any guaranteed income payments scheduled to continue. You may name one or more primary and contingent Beneficiaries when you apply for a Contract. The primary Beneficiary is the person who is the first entitled to receive benefits under the Contract upon the death of the sole surviving Contract Owner. A contingent Beneficiary is the person selected by the Contract Owner who will become the Beneficiary if all named primary Beneficiaries die before the death of the sole surviving Contract Owner. 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. You may change or add Beneficiaries at any time, unless you have designated an irrevocable Beneficiary. We will provide a change of Beneficiary form to be signed by you and filed with us. After we accept the form, the change of Beneficiary will be effective as of the date you signed the form. Until we receive your written notice to change a Beneficiary, we are entitled to rely on the most recent Beneficiary information in our files. We will not be liable as to any payment or settlement made prior to receiving the written notice. Accordingly, if you wish to change your Beneficiary, you should deliver your written notice to us promptly. Each change is subject to any payment made by us or any other action we take before we accept the change. 10 PROSPECTUS

If you did not name a Beneficiary or, unless otherwise provided in the Beneficiary designation, if a named Beneficiary is no longer living and there are no other surviving primary or contingent Beneficiaries, the new Beneficiary will be: .. your spouse or, if he or she is no longer alive, .. your surviving children equally, or if you have no surviving children, .. your estate. If one or more Beneficiaries survive you, we will divide the Death Proceeds among the surviving Beneficiaries according to your most recent written instructions. If you have not given us written instructions, we will pay the Death Proceeds in equal amounts to the surviving Beneficiaries. If more than one Beneficiary shares in the Death Proceeds, each Beneficiary will be treated as a separate and independent owner of his or her respective share. Each Beneficiary will exercise all rights related to his or her share, including the sole right to select a payout option, subject to any restrictions previously placed upon the Beneficiary. Each Beneficiary may designate a Beneficiary(ies) for his or her respective share, but that designated Beneficiary(ies) will be restricted to the payout option chosen by the original Beneficiary. MODIFICATION OF THE CONTRACT Only an Allstate 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 has the authority to change or waive the provisions of the Contract. We may not change the terms of the Contract without your consent, except to conform the Contract to applicable law or changes in the law. If a provision of the Contract is inconsistent with state law, we will follow state law. ASSIGNMENT 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 payable to the Beneficiary. We will not be bound by any assignment until the assignor signs it and files it with us. We are not responsible for the validity of any assignment. Federal law prohibits or restricts the assignment of benefits under many types of retirement plans and the terms of such plans may themselves contain restrictions on assignments. An assignment may also result in taxes or tax penalties. YOU SHOULD CONSULT WITH AN ATTORNEY BEFORE TRYING TO ASSIGN YOUR CONTRACT. PURCHASES - -------------------------------------------------------------------------------- MINIMUM PURCHASE PAYMENTS Your initial purchase payment must be at least $3,000 ($2,000 for a Qualified Contract). All subsequent purchase payments must be $50 or more. You may make purchase payments at any time prior to the Payout Start Date. We reserve the right to limit the maximum amount of purchase payments we will accept. AUTOMATIC ADDITIONS PROGRAM You may make subsequent purchase payments by automatically transferring money from your bank account. Consult your representative for more detailed information. ALLOCATION OF PURCHASE PAYMENTS At the time you apply for a Contract, you must decide how to allocate your purchase payments among the investment alternatives. The allocation you specify on your application will be effective immediately. All allocations must be in whole percents that total 100% or in whole dollars. You can change your allocations by notifying us in writing. We reserve the right to limit the 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 home office. If your application is incomplete, we will ask you to complete your application within 5 business days. If you do so, we will credit your initial purchase payment to your Contract within that 5 business day period. If you do not, we will return your purchase payment at the end of the 5 business day period unless you expressly allow us to hold it until you complete the application. We will credit subsequent purchase payments to the Contract at the close of the business day on which we receive the purchase payment at our home office. We are open for business each day Monday through Friday that the New York Stock Exchange is open for business. We also refer to these days as "VALUATION DATES." Our business day closes when the New York Stock Exchange closes, usually 4 p.m. Eastern Time (3 p.m. Central Time). If we receive your purchase payment after 3 p.m. Central Time on any Valuation Date, we will credit your purchase payment using the Accumulation Unit Values computed on the next Valuation Date. 11 PROSPECTUS

RIGHT TO CANCEL You may cancel the Contract by returning it to us within the Cancellation Period, which is the 20 day period after you receive the Contract, or a longer period should your state require it. You may return your Contract by delivering it or mailing it to us. If you exercise this "RIGHT TO CANCEL," the Contract terminates and we will pay you the full amount of your purchase payments allocated to the Fixed Account. We also will return your purchase payments allocated to the Variable Account adjusted, to the extent federal or state law permits, to reflect investment gain or loss that occurred from the date of allocation through the date of cancellation. Some states may require us to return a greater amount to you. In states where we are required to refund purchase payments, we reserve the right during the Cancellation Period to invest any purchase payments you allocated to a Variable Sub-Account to the money market Variable Sub-Account available under the Contract. We will notify you if we do so. At the end of the Cancellation Period, you may then allocate your money to other Variable Sub-Accounts. If your Contract is qualified under Section 408 of the Internal Revenue Code, we will refund the greater of any purchase payments of the Contract Value. CONTRACT VALUE - -------------------------------------------------------------------------------- Your Contract Value at any time during the Accumulation Phase is equal to the sum of the value of your Accumulation Units in the Variable Sub-Accounts you have selected, plus the value of your investment in the Fixed Account Options. ACCUMULATION UNITS To determine the number of Accumulation Units of each Variable Sub-Account to credit to your Contract, we divide (i) the amount of the purchase payment or transfer you have allocated to a Variable Sub-Account by (ii) the Accumulation Unit Value of that Variable Sub-Account next computed after we receive your payment or transfer. For example, if we receive a $10,000 purchase payment allocated to a Variable Sub-Account when the Accumulation Unit Value for the Sub-Account is $10, we would credit 1,000 Accumulation Units of that Variable Sub-Account to your Contract. Withdrawals and transfers from a Variable Sub-Account would, of course, reduce the number of Accumulation Units of that Variable Sub-Account allocated to your Contract. ACCUMULATION UNIT VALUE As a general matter, the Accumulation Unit Value for each Variable Sub-Account will rise or fall to reflect: .. changes in the share price of the Portfolio in which the Variable Sub-Account invests, and .. the deduction of amounts reflecting the mortality and expense risk charge, administrative expense charge, and any provision for taxes that have accrued since we last calculated the Accumulation Unit Value. We determine Contract maintenance charges, withdrawal charges, and transfer fees (currently waived) separately for each Contract. They do not affect Accumulation Unit Value. Instead, we obtain payment of those charges and fees by redeeming Accumulation Units. For details on how we calculate Accumulation Unit Value, please refer to the Statement of Additional Information. We determine a separate Accumulation Unit Value for each Variable Sub-Account on each Valuation Date. We also determine a separate set of Accumulation Unit Values reflecting the cost of the Enhanced Death Benefit Rider and the Enhanced Death and Income Benefit Combination Rider described on page 27. YOU SHOULD REFER TO THE PROSPECTUSES FOR THE PORTFOLIOS THAT ACCOMPANY THIS PROSPECTUS FOR A DESCRIPTION OF HOW THE ASSETS OF EACH PORTFOLIO ARE VALUED, SINCE THAT DETERMINATION DIRECTLY BEARS ON THE ACCUMULATION UNIT VALUE OF THE CORRESPONDING VARIABLE SUB-ACCOUNT AND, THEREFORE, YOUR CONTRACT VALUE. 12 PROSPECTUS

INVESTMENT ALTERNATIVES: THE VARIABLE SUB-ACCOUNTS - -------------------------------------------------------------------------------- You may allocate your purchase payments to up to 37 Variable Sub-Accounts. Each Variable Sub-Account invests in the shares of a corresponding Portfolio. Each Portfolio has its own investment objective(s) and policies. We briefly describe the Portfolios below. For more complete information about each Portfolio, including expenses and risks associated with the Portfolio, please refer to the accompanying prospectuses for the Portfolios. You should carefully review the Portfolio prospectuses before allocating amounts to the Variable Sub-Accounts. PORTFOLIO: EACH PORTFOLIO SEEKS: INVESTMENT ADVISOR: - ------------------------------------------------------------------------------- AIM VARIABLE INSURANCE FUNDS* - ------------------------------------------------------------------------------- AIM V.I. Balanced Fund - As high a total return as Series I possible, consistent with preservation of capital - ------------------------------------------------------- AIM V.I. Capital Growth of capital Appreciation Fund - Series I - ------------------------------------------------------- AIM V.I. Core Equity Fund Growth of capital - Series I - ------------------------------------------------------- AIM V.I. Diversified A high level of current A I M ADVISORS, Income Fund - Series I income INC. - ------------------------------------------------------- AIM V.I. Government A high level of current Securities Fund - Series income consistent with a I reasonable concern for safety of principal - ------------------------------------------------------- AIM V.I. Growth Fund - Growth of capital Series I - ------------------------------------------------------- AIM V.I. High Yield Fund A high level of current - Series I income - ------------------------------------------------------- AIM V.I. International Long-term growth of Growth Fund - Series I capital - ------------------------------------------------------- AIM V.I. Premier Equity Long-term growth of Fund - Series I capital and income as a secondary objective - ------------------------------------------------------- AIM V.I. Utilities Fund Seeks capital growth and -Series I/(1)/ current income - ------------------------------------------------------------------------------- THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.; THE DREYFUS STOCK INDEX FUND; AND THE DREYFUS VARIABLE INVESTMENT FUND (VIF) (COLLECTIVELY, THE DREYFUS FUNDS) - ------------------------------------------------------------------------------- The Dreyfus Socially Capital growth and, Responsible Growth Fund, secondarily, current Inc.: income Initial Shares - ------------------------------------------------------- Dreyfus Stock Index Fund, To match the total return Inc.:Initial Shares of the Standard & Poor's(R) 500 Composite Stock Price Index - ------------------------------------------------------- Dreyfus VIF Growth & Long-term capital growth, Income Portfolio:Initial current income and growth Shares of income, consistent THE DREYFUS with reasonable CORPORATION investment risk - ------------------------------------------------------- Dreyfus VIF Money Market A high level of current Portfolio:Initial Shares income as is consistent with the preservation of capital and the maintenance of liquidity - ------------------------------------------------------- Dreyfus VIF Small Company Investment returns Stock Portfolio:Initial (consisting of capital Shares appreciation and income) that are greater than the total return performance of stocks represented by the Russell 2500/SM/ Stock Index ("Russell 2500") - ------------------------------------------------------------------------------- FIDELITY/(R)/ VARIABLE INSURANCE PRODUCTS - ------------------------------------------------------------------------------- Fidelity VIP Long-term capital ContrafunD/(R)/ appreciation Portfolio - Initial Class - ------------------------------------------------------------------------------- Fidelity VIP Reasonable income Equity-Income Portfolio - Initial Class - ------------------------------------------------------- FIDELITY MANAGEMENT Fidelity VIP Growth Capital appreciation & Portfolio - Initial RESEARCH COMPANY Class - ------------------------------------------------------- Fidelity VIP High Income High level of current Portfolio - Initial income while also Class considering growth of capital - ------------------------------------------------------------------------------- 13 PROSPECTUS

GOLDMAN SACHS VARIABLE INSURANCE TRUST (VIT) - ------------------------------------------------------------------------------- Goldman Sachs VIT Capital Long-term growth of Growth Fund capital - ------------------------------------------------------- GOLDMAN SACHS Goldman Sachs VIT Long-term growth of ASSET CORE/SM/Small Cap Equity capital MANAGEMENT, Fund L.P. - ------------------------------------------------------- Goldman Sachs VIT Long-term growth of CORE/SM/ U.S. Equity capital and dividend Fund income - ------------------------------------------------------- Goldman Sachs VIT Growth Long-term growth of and Income Fund capital and growth of income - ------------------------------------------------------- Goldman Sachs VIT Long-term capital International Equity appreciation Fund - ------------------------------------------------------------------------------- MFS/(R)/ VARIABLE INSURANCE TRUST/SM/ - ------------------------------------------------------------------------------- MFS Emerging Growth Long-term growth of Series - Initial Class capital MFS/TM/ - ------------------------------------------------------- INVESTMENT MFS Investors Trust Long-term growth of MANAGEMENT Series - Initial Class capital with a secondary objective to seek reasonable current income - ------------------------------------------------------- MFS New Discovery Series Capital appreciation - Initial Class - ------------------------------------------------------------------------------- NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST - ------------------------------------------------------------------------------- Neuberger Berman AMT Long-term growth of Guardian Portfolio - capital; current income Class I is a secondary goal - ------------------------------------------------------- NEUBERGER BERMAN Neuberger Berman AMT Growth of capital MANAGEMENT INC. Mid-Cap Growth Portfolio - Class I - ------------------------------------------------------- Neuberger Berman AMT Growth of capital Partners Portfolio - Class I - ------------------------------------------------------------------------------- THE UNIVERSAL INSTITUTIONAL FUNDS, INC. - ------------------------------------------------------------------------------- Van Kampen UIF Core Plus Fixed Income Portfolio - Class I/(2)(3)/ - ------------------------------------------------------- Van Kampen UIF Equity Long-term capital Growth Portfolio - appreciation Class I/(2)/ - ------------------------------------------------------- Van Kampen UIF Global Long-term capital Value Equity Portfolio - appreciation Class I/(2)(4)/ VAN KAMPEN/(//2//)/ - ------------------------------------------------------- Van Kampen UIF Long-term capital International Magnum appreciation Portfolio - Class I/(2)/ - ------------------------------------------------------- Van Kampen UIF U.S. Mid Above-average total return Cap Value Portfolio - over a market cycle of Class I/(2)(5)/ three to five years - ------------------------------------------------------- Van Kampen UIF U.S. Real Above-average current Estate Portfolio - income and long-term Class I/(2)/ capital appreciation - ------------------------------------------------------- Van Kampen UIF Value Above-average total return Portfolio - Class I/(2)/ over a market cycle of three to five years - ------------------------------------------------------------------------------- *A Portfolio's investment objective may be changed by the Portfolio's Board of Trustees without shareholder approval. (1) Effective April 30, 2004, AIM VI. Global Utilities Fund - Series I was merged into INVESCO VIF-Utilities Fund - Series I. Effective October 15, 2004, INVESCO VIF-Utilities Fund - Series I changed its name to AIM V.I. Utilities Fund - Series I. The investment objective for this Portfolio has not changed. (2) Morgan Stanley Investment Management, Inc., the adviser to the UIF Portfolios, does business in certain instances using the name Van Kampen. Effective May 1, 2004, the Morgan Stanley UIF Portfolios were rebranded the Van Kampen UIF Portfolios. (3) Effective May 1, 2002, Van Kampen UIF Fixed Income Portfolio, Class I changed its name to Van Kampen UIF Core Plus Fixed Income Portfolio, Class I. The investment objective for this Portfolio has not changed. (4) Effective May 1, 2001, Van Kampen UIF Global Equity Portfolio, Class I changed its name to Van Kampen UIF Global Value Equity Portfolio, Class I. The investment objective for this Portfolio has not changed. 14 PROSPECTUS

(5) Effective May 1, 2003, Van Kampen UIF Mid Cap Value Portfolio, Class I changed its name to Van Kampen UIF U.S. Mid Cap Core Portfolio, Class I. Effective May 1, 2004, Van Kampen UIF U.S. Mid Cap Core Portfolio, Class I changed its name to Van Kampen UIF U.S. Mid Cap Value Portfolio, Class I. 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 PORTFOLIOS IN WHICH THOSE VARIABLE SUB-ACCOUNTS INVEST. YOU BEAR THE INVESTMENT RISK THAT THE PORTFOLIOS MIGHT NOT MEET THEIR INVESTMENT OBJECTIVES. SHARES OF THE PORTFOLIOS 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. VARIABLE INSURANCE PORTFOLIOS MAY NOT BE MANAGED BY THE SAME PORTFOLIO MANAGERS WHO MANAGE RETAIL MUTUAL FUNDS WITH SIMILAR NAMES. THESE PORTFOLIOS ARE LIKELY TO DIFFER FROM SIMILARLY NAMED RETAIL FUNDS IN ASSETS, CASH FLOW, AND TAX MATTERS. ACCORDINGLY, THE HOLDINGS AND INVESTMENT RESULTS OF A VARIABLE INSURANCE PORTFOLIO CAN BE EXPECTED TO BE GREATER OR LESS THAN THE INVESTMENT RESULTS OF SIMILARLY NAMED RETAIL MUTUAL FUNDS. 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: 2 dollar cost averaging options, and the option to invest in one or more Guarantee Periods included in the Guaranteed Maturity Fixed Account. The Fixed Account Options may not be available in all states. Please consult with your representative for current information. The Fixed Account supports our insurance and annuity obligations. The Fixed Account consists of our general assets other than those in segregated asset accounts. We have sole discretion to invest the assets of the Fixed Account, subject to applicable law. Any money you allocate to a Fixed Account Option does not entitle you to share in the investment experience of the Fixed Account. DOLLAR COST AVERAGING FIXED ACCOUNT OPTIONS DOLLAR COST AVERAGING FIXED ACCOUNT OPTION. Purchase payments that you allocate to the Dollar Cost Averaging Fixed Account Option ("DCA Fixed Account Option") will earn interest for a one year period at the current rate in effect at the time of allocation. We will credit interest daily at a rate that will compound over the year to the annual interest rate we guaranteed at the time of allocation. After the one year period, we will declare a renewal rate which we guarantee for a full year. Subsequent renewal dates will be every twelve months for each payment or transfer. For each purchase payment, the first transfer from the DCA Fixed Account must occur within one month of the date of payment. If we do not receive an allocation from you within one month of the date of payment, the payment plus associated interest will be transferred to the money market Variable Sub-Account in equal monthly installments. Transferring Account Value to the money market Variable Sub-Account in this manner may not be consistent with the theory of dollar cost averaging described on page 19. You must transfer each purchase payment and all its earnings out of this Option by means of dollar cost averaging within 36 months of payment. At the end of 36 months, any nominal amounts remaining in the DCA Fixed Account will be allocated to the money market Variable Sub-Account. No transfers are permitted into the DCA Fixed Account. SHORT TERM DOLLAR COST AVERAGING FIXED ACCOUNT OPTION. You may establish a Short Term Dollar Cost Averaging Program by allocating purchase payments to the Short Term Dollar Cost Averaging Fixed Account Option ("Short Term DCA Fixed Account Option"). We will credit interest to purchase payments you allocate to this Option for up to one year at the current rate in effect at the time of allocation. For each purchase payment, the first transfer from the Short Term DCA Fixed Account must occur within one month of the date of payment. If we do not receive an allocation from you within one month of the date of payment, the payment plus associated interest will be transferred to the money market Variable Sub-Account in equal monthly installments. Transferring Account Value to the money market Variable Sub-Account in this manner may not be consistent with the theory of dollar cost averaging described on page 19. We will follow your instructions in transferring amounts monthly from the Short Term DCA Fixed Account Option. However, you may not choose less than 3 or more than 12 monthly installments. Further, you must transfer each purchase payment and all its earnings out of this Option by means of dollar cost averaging within 12 months. At the end of the transfer period, any nominal amounts remaining in the Short Term DCA Fixed Account will be allocated to the money market Variable Sub-Account. If you discontinue the Short term Dollar Cost Averaging Program before the end of the transfer period, we will transfer the remaining balance in this Option to the money market Variable Sub-Account unless you request a different investment alternative. No transfers are permitted into the Short Term DCA Fixed Account. We bear the investment risk for all amounts allocated to the DCA Fixed Account Option and the Short Term DCA Fixed Account Option. That is because we 15 PROSPECTUS

guarantee the current and renewal interest rates we credit to the amounts you allocate to either of these Options, which will never be less than the minimum guaranteed rate in the Contract. Currently, we determine, in our sole discretion, the amount of interest credited in excess of the guaranteed rate. We may declare more than one interest rate for different monies based upon the date of allocation to the DCA Fixed Account Option and the Short Term DCA Fixed Account Option. For current interest rate information, please contact your representative or Allstate Life customer service at 1-800-755-5275. GUARANTEE PERIODS Each payment or transfer allocated to a Guarantee Period earns interest at a specified rate that we guarantee for a period of years. Guarantee Periods may range from 1 to 10 years. We are currently offering Guarantee Periods of 1, 3, 5, 7, and 10 years in length. In the future we may offer Guarantee Periods of different lengths or stop offering some Guarantee Periods. You select the Guarantee Period for each payment or transfer. If you do not select a Guarantee Period, we will assign the same period(s) you selected for your most recent purchase payment(s). Each payment or transfer allocated to a Guarantee Period must be at least $50. We reserve the right to limit the number of additional purchase payments that you may allocate to this Option. INTEREST RATES. We will tell you what interest rates and Guarantee Periods we are offering at a particular time. We will not change the interest rate that we credit to a particular allocation until the end of the relevant Guarantee Period. We may declare different interest rates for Guarantee Periods of the same length that begin at different times. We have no specific formula for determining the rate of interest that we will declare initially or in the future. We will set those interest rates based on investment returns available at the time of the determination. In addition, we may consider various other factors in determining interest rates including regulatory and tax requirements, our sales commission and administrative expenses, general economic trends, and competitive factors. WE DETERMINE THE INTEREST RATES TO BE DECLARED IN OUR SOLE DISCRETION. WE CAN NEITHER PREDICT NOR GUARANTEE WHAT THOSE RATES WILL BE IN THE FUTURE. For current interest rate information, please contact your representative or Allstate Life at 1-800-755-5275. HOW WE CREDIT INTEREST. We will credit interest daily to each amount allocated to a Guarantee Period at a rate that compounds to the annual interest rate that we declared at the beginning of the applicable Guarantee Period. THE FOLLOWING EXAMPLE ILLUSTRATES HOW A PURCHASE PAYMENT ALLOCATED TO A GUARANTEED PERIOD WOULD GROW, GIVEN AN ASSUMED GUARANTEE PERIOD AND ANNUAL INTEREST RATE: Purchase Payment ........................................................................... $10,000 Guarantee Period ............................................................................5 years Annual Interest Rate .........................................................................4.50% END OF CONTRACT YEAR YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 ---------- ---------- ---------- ---------- ------------ Beginning Contract Value................ $10,000.00 X (1 + Annual Interest Rate) x1.045 ---------- $10,450.00 Contract Value at end of Contract Year..... $10,450.00 X (1 + Annual Interest) x1.045 ---------- $10,920.25 Contract Value at end of Contract Year..... $10,920.25 X (1 + Annual Interest Rate) x1.045 ---------- $11,411.66 Contract Value at end of Contract Year..... $11,411.66 X (1 + Annual Interest Rate) x1.045 ---------- $11,925.19 Contract Value at end of Contract Year..... $11,925.19 X (1 + Annual Interest Rate) x1.045 ----------- $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 withdrawal, you may be required to pay a withdrawal charge. In addition, the amount withdrawn may be increased or decreased by a Market Value Adjustment that reflects changes in interest rates since the time you invested the amount withdrawn. The hypothetical interest rate is for illustrative purposes only and is not intended to predict future interest rates to be declared under the Contract. Actual interest rates declared for any given Guarantee Period may be more or less than shown above. 16 PROSPECTUS

RENEWALS. Prior to the end of each Guarantee Period, we will mail you a notice asking you what to do with your money, including the accrued interest. During the 30-day period after the end of the Guarantee Period, you may: 1) Take no action. We will automatically apply your money to a new Guarantee Period of the same length as the expiring Guarantee Period. The new Guarantee Period will begin on the day the previous Guarantee Period ends. The new interest rate will be our 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; we will pay interest from the day the Guarantee Period expired until the date of the transfer. The interest will be the rate for the shortest Guarantee Period then being offered; or 4) Withdraw all or a portion of your money. You may be required to pay a withdrawal charge, but we will not adjust the amount withdrawn to include a Market Value Adjustment. You may also be required to pay premium taxes and income tax withholding, if applicable. We will pay interest from the day the Guarantee Period expired until the date of withdrawal. The interest will be the rate for the shortest Guarantee Period then being offered. Amounts not withdrawn will be applied to a new Guarantee Period of the same length as the previous Guarantee Period. The new Guarantee Period will begin on the day the previous Guarantee Period ends. 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. MARKET VALUE ADJUSTMENT. All withdrawals and transfers from a Guarantee Period, other than those taken during the 30 day period after such Guarantee Period expires, are subject to a Market Value Adjustment. A Market Value Adjustment also 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 in the "Death Benefit Amount" section below. We will not apply a Market Value Adjustment to a withdrawal you make: .. within the Free Withdrawal Amount as described on page 20, .. that qualify for one of the waivers as described on page 21, .. to satisfy the IRS minimum distribution rules for the Contract, or .. a single withdrawal made by a surviving spouse made within one year after continuing the Contract. We apply the Market Value Adjustment to reflect changes in interest rates from the time you first allocate money to a Guarantee Period to the time you remove it from that Guarantee Period. We calculate the Market Value Adjustment by comparing the Treasury Rate for a period equal to the Guarantee Period at its inception to the Treasury Rate for a period equal to the Guarantee Period when you remove your money. "TREASURY RATE" means the U.S. Treasury Note Constant Maturity Yield as reported in Federal Reserve Board Statistical Release H.15. The Market Value Adjustment may be positive or negative, depending on changes in interest rates. As such, you bear the investment risk associated with changes in interest rates. If interest rates increase significantly, the Market Value Adjustment and any withdrawal charge, premium taxes, and income tax withholding (if applicable) could reduce the amount you receive upon full withdrawal from a Guaranteed Period to an amount that is less than the purchase payment applied to that period plus interest earned under the Contract. Generally, if the original Treasury Rate at the time you allocate money to a Guarantee Period is higher than the applicable current Treasury Rate for a period equal to the Guarantee Period, then the Market Value Adjustment will result in a higher amount payable to you, transferred or applied to an Income Plan. Conversely, if the Treasury Rate at the time you allocate money to a Guarantee Period is lower than the applicable Treasury Rate for a period equal to the Guarantee Period, then the Market Value Adjustment will result in a lower amount payable to you, transferred or applied to an Income Plan. For example, assume that you purchase a Contract and you select an initial Guarantee Period of 5 years and the 5-year Treasury Rate for that duration is 4.50%. Assume that at the end of 3 years, you make a partial withdrawal. If, at that later time, the current 5-year Treasury Rate is 4.20%, then the Market Value Adjustment will be positive, which will result in an increase in the amount payable to you. Conversely, if the current 5-year Treasury Rate is 4.80%, then the Market Value Adjustment will be negative, which will result in a decrease in the amount payable to you. The formula for calculating Market Value Adjustments is set forth in Appendix B to this prospectus, which also contains additional examples of the application of the Market Value Adjustment. 17 PROSPECTUS

INVESTMENT ALTERNATIVES: TRANSFERS - -------------------------------------------------------------------------------- TRANSFERS DURING THE ACCUMULATION PHASE During the Accumulation Phase, you may transfer Contract Value among the investment alternatives. You may not transfer Contract Value to either the Short-Term Dollar Cost Averaging Fixed Account or the Dollar Cost Averaging Fixed Account Options. You may request transfers in writing on a form that we provided or by telephone according to the procedure described below. The minimum amount that you may transfer into a Guarantee Period is $50. We currently do not assess, but reserve the right to assess, a $10 charge on each transfer in excess of 12 per Contract Year. All transfers to or from more than one Portfolio on any given day counts as one transfer. We will process transfer requests that we receive before 3:00 p.m. Central Time on any Valuation Date using the Accumulation Unit Values for that Date. We will process requests completed after 3:00 p.m. Central Time on any Valuation Date using the Accumulation Unit Values for the next Valuation Date. The Contract permits us to defer transfers from the Fixed Account for up to six months from the date we receive your request. If we decide to postpone transfers for 30 days or more, we will pay interest as required by applicable law. Any interest would be payable from the date we receive the transfer request to the date we make the transfer. If you transfer an amount from a Guarantee Period other than during the 30 day period after such Guarantee Period expires, we will increase or decrease the amount by a Market Value Adjustment. We reserve the right to waive any transfer restrictions. TRANSFERS DURING THE PAYOUT PHASE During the Payout Phase, you may make transfers among the Variable Sub-Accounts so as to change the relative weighting of the Variable Sub-Accounts on which your variable income payments will be based. 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 portion of your right to receive fixed income payments into variable income payments. If you choose an Income Plan that depends on any person's life, 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 1-800-755-5275. The cut-off time for telephone transfer requests is 3:00 p.m. Central Time. In the event that the New York Stock Exchange closes early, i.e., before 3:00 p.m. Central Time, or in the event that the Exchange closes early for a period of time but then reopens for trading on the same day, we will process telephone transfer requests as of the close of the Exchange on that particular day. We will not accept telephone requests received at any telephone number other than the number that appears in this paragraph or received after the close of trading on the Exchange. We may suspend, modify or terminate the telephone transfer privilege at any time without notice. We use procedures that we believe provide reasonable assurance that the telephone transfers are genuine. For example, we tape telephone conversations with persons purporting to authorize transfers and request identifying information. Accordingly, we disclaim any liability for losses resulting from allegedly unauthorized telephone transfers. However, if we do not take reasonable steps to help ensure that a telephone authorization is valid, we may be liable for such losses. MARKET TIMING & EXCESSIVE TRADING The Contracts are intended for long-term investment. Market timing and excessive trading can potentially dilute the value of Variable Sub-Accounts and can disrupt management of a Portfolio and raise its expenses, which can impair Portfolio performance. Our policy is not to accept knowingly any money intended for the purpose of market timing or excessive trading. Accordingly, you should not invest in the Contract if your purpose is to engage in market timing or excessive trading, and you should refrain from such practices if you currently own a Contract. We seek to detect market timing or excessive trading activity by reviewing trading activities. Portfolios also may report suspected market-timing or excessive trading activity to us. If, in our judgment, we determine that the transfers are part of a market timing strategy or are otherwise harmful to the underlying Portfolio, we will impose the trading limitations as described below under "Trading Limitations." Because there is no universally accepted definition of what constitutes market timing or excessive trading, we will use our reasonable judgment based on all of the circumstances. While we seek to deter market timing and excessive trading in Variable Sub-Accounts, not all market timing or excessive trading is identifiable or preventable. Imposition of trading limitations is triggered by the detection of market timing or excessive trading activity, and the trading limitations are not applied prior to detection of such trading activity. Therefore, our policies and procedures do not prevent such trading activity before it first occurs. To the extent that such trading activity occurs prior to detection and the imposition of 18 PROSPECTUS

trading restrictions, the portfolio may experience the adverse effects of market timing and excessive trading described above. 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, 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 excessive trading or because they believe that a specific transfer or group of transfers would have a detrimental effect on the prices of Portfolio shares. In making the determination that trading activity constitutes market timing or excessive trading, we will consider, among other things: .. the total dollar amount being transferred, both in the aggregate and in the transfer request; .. the number of transfers you make over a period of time and/or the period of time between transfers (note: one set of transfers to and from a sub-account in a short period of time can constitute market timing); .. whether your transfers follow a pattern that appears designed to take advantage of short term market fluctuations, particularly within certain Sub-account underlying portfolios that we have identified as being susceptible to market timing activities; .. whether the manager of the underlying portfolio has indicated that the transfers interfere with portfolio management or otherwise adversely impact the portfolio; and .. the investment objectives and/or size of the Sub-account underlying portfolio. If we determine that a contract owner has engaged in market timing or excessive trading activity, we will restrict that contract owner from making future additions or transfers into the impacted Sub-account(s). If we determine that a contract owner has engaged in a pattern of market timing or excessive trading activity involving multiple Sub-accounts, we will also require that all future transfer requests be submitted through regular U.S. mail thereby refusing to accept transfer requests via telephone, facsimile, Internet, or overnight delivery. Any Sub-account or transfer restrictions will be uniformly applied. In our sole discretion, we may revise our Trading Limitations at any time as necessary to better deter or minimize market timing and excessive trading or to comply with regulatory requirements. DOLLAR COST AVERAGING PROGRAM Through our Dollar Cost Averaging Program, you may automatically transfer a fixed dollar amount every month during the Accumulation Phase from the Short Term DCA Fixed Account or the DCA Fixed Account, to any Variable Sub-Account. You may not use the Dollar Cost Averaging Program to transfer amounts to the Guarantee Periods. 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. Call or write us for instructions on how to enroll. AUTOMATIC PORTFOLIO REBALANCING PROGRAM Once you have allocated your money among the Variable Sub-Accounts, the performance of each Variable Sub-Account may cause a shift in the percentage you allocated to each Variable Sub-Account. If you select our Automatic Portfolio Rebalancing Program, we will automatically rebalance the Contract Value in each Variable Sub-Account and return it to the desired percentage allocations. We will not include money you allocate to the Fixed Account Options in the Automatic Portfolio Rebalancing Program. We will rebalance your account 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 request. We are not responsible for rebalancing that occurs prior to receipt of your request. Example: Assume that you want your initial purchase payment split among 2 Variable Sub-Accounts. You want 40% to be in the Fidelity VIP High Income Variable Sub-Account and 60% to be in the AIM V.I. Growth Variable Sub-Account. Over the next 2 months the bond market does very well while the stock market performs poorly. At the end of the first quarter, the Fidelity VIP High Income Variable Sub-Account now represents 50% of your holdings because of its 19 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 Fidelity VIP High Income Variable Sub-Account and use the money to buy more units in the AIM V.I. Growth Variable Sub-Account so that the percentage allocations would again be 40% and 60% respectively. The Automatic Portfolio Rebalancing Program is available only during the Accumulation Phase. The transfers made under the Program do not count towards the 12 transfers you can make without paying a transfer fee, and are not subject to a transfer fee. Portfolio rebalancing is consistent with maintaining your allocation of investments among market segments, although it is accomplished by reducing your Contract Value allocated to the better performing segments. EXPENSES - -------------------------------------------------------------------------------- As a Contract Owner, you will bear, directly or indirectly, the charges and expenses described below. CONTRACT MAINTENANCE CHARGE During the Accumulation Phase, on each Contract Anniversary, we will deduct a $35 contract maintenance charge from your Contract Value invested in each Variable Sub-Account in proportion to the amount invested. If you surrender your Contract, we will deduct the contract maintenance charge pro rated for the part of the Contract Year elapsed, unless your Contract qualifies for a waiver, described below. The charge is to compensate us for the cost of administering the Contracts and the Variable Account. Maintenance costs include expenses we incur collecting purchase payments; keeping records; processing death claims, cash withdrawals, and policy changes; proxy statements; calculating Accumulation Unit Values and income payments; and issuing reports to Contract Owners and regulatory agencies. We cannot increase the charge. However, we will waive this charge if, as of the Contract Anniversary or upon full surrender: .. total purchase payments equal $50,000 or more, or .. all money is allocated to the Fixed Account. In addition, we will waive the Contract Maintenance Charge if total purchase payments are $50,000 or more as of the Payout Start Date. MORTALITY AND EXPENSE RISK CHARGE We deduct a mortality and expense risk charge daily at an annual rate of 1.05% of the average daily net assets you have invested in the Variable Sub-Accounts (1.27% if you select the Enhanced Death Benefit Rider, and 1.49% if you select the Enhanced Death and Income Benefit Combination 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. If the charges under the Contract are not sufficient, then we will bear the loss. We charge an additional amount for the Enhanced Death Benefit Rider and the Enhanced Death and Income Benefit Combination Rider to compensate us for the additional risk that we accept by providing these options. We guarantee that we will not raise the mortality and expense risk charge. We assess the mortality and expense risk charge during both the Accumulation Phase and the Payout Phase. ADMINISTRATIVE EXPENSE CHARGE We deduct an administrative expense charge daily at an annual rate of 0.10% of the average daily net assets you have invested in the Variable Sub-Accounts. We intend this charge to cover actual administrative expenses that exceed the revenues from the contract maintenance charge. There is no necessary relationship between the amount of administrative charge imposed on a given Contract and the amount of expenses that may be attributed to that Contract. We assess this charge each day during the Accumulation Phase and the Payout Phase. We guarantee that we will not raise this charge. TRANSFER FEE We do not currently impose a fee upon transfers among the investment alternatives. However, we reserve the right to charge $10 per transfer after the 12th transfer in each Contract Year. We will not charge a transfer fee on transfers that are part of a Dollar Cost Averaging or Automatic Portfolio Rebalancing Program. WITHDRAWAL CHARGE We may assess a withdrawal charge of up to 6% of the purchase payment(s) you withdraw. The charge declines to 0% over a 6 year period that begins on the day we receive your payment. 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. A schedule showing how the charge declines is shown on page 7. During each Contract Year, you can withdraw up to 15% of the aggregate amount of your purchase payments without paying the charge. Unused portions of this "FREE WITHDRAWAL AMOUNT" are not carried forward to future Contract Years. We will deduct withdrawal charges, if applicable, from the amount paid. For purposes of calculating the withdrawal charge, we will treat withdrawals as coming from the oldest purchase payments first. However, for federal income tax purposes, please note that withdrawals are considered to have come 20 PROSPECTUS

first from earnings, which means you pay taxes on the earnings portion of your withdrawal. We do not apply a withdrawal charge in the following situations: .. on the Payout Start Date (a withdrawal charge may apply if you terminate income payments to be received for a specified period); .. on the death of the Contract Owner, or the Annuitant, if the Contract Owner is not a natural person (unless the Settlement Value is used to determine the death benefit); .. withdrawals taken to satisfy IRS minimum distribution rules for the Contract; or .. withdrawals that qualify for one of the waivers as described below. We use the amounts obtained from the withdrawal charge to pay sales commissions and other promotional or distribution expenses associated with marketing the Contracts. To the extent that the withdrawal charge does not cover all sales commissions and other promotional or distribution expenses, we may use any of our corporate assets, including potential profit which may arise from the mortality and expense risk charge or any other charges or fee described above, to make up any difference. Withdrawals 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 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 Owner is not a natural person, are confined to a long term care facility or a hospital for at least 90 consecutive days. You or the Annuitant must enter the long term care facility or hospital at least 30 days after the Issue Date; 2. You request the withdrawal and provide written proof of the stay no later than 90 days following the end of your or the Annuitant's stay at the long term care facility or hospital; and 3. A physician must have prescribed the stay and the stay must be medically necessary (as defined in the Contract). You may not claim this benefit if you, the Annuitant, or a member of your or the Annuitant's immediate family, is the physician prescribing your or the Annuitant's stay in a long term care facility. TERMINAL ILLNESS WAIVER. We will waive the withdrawal charge and any Market Value Adjustment on all withdrawals taken prior to the Payout Start Date under your Contract if: 1. you or the Annuitant (if the Contract Owner is not a natural person) are first diagnosed with a terminal illness at least 30 days after the Issue Date; and 2. you claim this benefit and deliver adequate proof of diagnosis to us. UNEMPLOYMENT WAIVER. We will waive the withdrawal charge and any Market Value Adjustment on one partial or a full withdrawal taken prior to the Payout Start Date under your Contract, if you meet the following requirements: 1. you or the Annuitant, if the Contract Owner is not a natural person, become unemployed at least one year after the Issue Date; 2. you or the Annuitant, if the Contract Owner is not a natural person, receive unemployment compensation as defined in the Contract for at least 30 days as a result of that unemployment; and 3. you or the Annuitant, if the Contract Owner is not a natural person, claim this benefit within 180 days of your or the Annuitant's initial receipt of unemployment compensation. Please refer to your Contract for more detailed information about the terms and conditions of these waivers. The laws of your state may limit the availability of these waivers and may also change certain terms and/or benefits available under the waivers. You should consult your Contract for further details on these variations. Also, even if you do not need to pay our withdrawal charge or a Market Value Adjustment because of these waivers, you still may be required to pay taxes or tax penalties on the amount withdrawn. You should consult your tax 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. At our discretion, we may discontinue this practice and deduct premium taxes from the purchase payments. Premium taxes generally range from 0% to 4%, depending on the state. At the Payout Start Date, if applicable, we deduct the charge for premium taxes from each investment alternative in the proportion that the Contract 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 such taxes. In the future, however, we may establish a provision for taxes if we determine, in our sole discretion, that we will 21 PROSPECTUS

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 "Taxes" section beginning on page 34. OTHER EXPENSES Each Portfolio deducts advisory fees and other expenses from its assets. You indirectly bear the charges and expenses of the Portfolios whose shares are held by the Variable Sub-Accounts. These fees and expenses are described in the accompanying prospectuses for the Portfolios. For a summary of current estimates of those charges and expenses, see page 31. We may receive compensation from the investment advisers or administrators of the Portfolios in connection with the administrative services we provide to the Portfolios. ACCESS TO YOUR MONEY - -------------------------------------------------------------------------------- You can withdraw some or all of your Contract Value at any time prior to the Payout Start Date. The amount payable upon withdrawal is the Contract Value (or portion thereof) next computed after we receive the request for a withdrawal at our home office, adjusted by any Market Value Adjustment, less any withdrawal charges, contract maintenance charges, income tax withholding, penalty tax, and any premium taxes. We will pay withdrawals from the Variable Account within 7 days of receipt of the request, subject to postponement in certain circumstances. You can withdraw money from the Variable Account or the Fixed Account Options. To complete a partial withdrawal from the Variable Account, we will cancel Accumulation Units in an amount equal to the withdrawal and any applicable withdrawal charge and premium taxes. You must name the investment alternative from which you are taking the withdrawal. If none is 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. 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. In addition, we may delay payments or transfers from the Fixed Account Options for up to 6 months (or shorter period if required by law). If we delay payment for 30 days or more, we will pay interest as required by law. SYSTEMATIC WITHDRAWAL PROGRAM You may choose to receive systematic withdrawal payments on a monthly, quarterly, semi-annual, or annual basis at any time prior to the Payout Start Date. The minimum amount of each systematic withdrawal is $50. At our discretion, systematic withdrawals may not be offered in conjunction with the Dollar Cost Averaging Program or Automatic Portfolio Rebalancing Program. Depending on fluctuations in the value of the Variable Sub-Accounts and the value of the Fixed Account Options, systematic withdrawals may reduce or even exhaust the Contract Value. Please consult your tax advisor before taking any withdrawal. We will make systematic withdrawal payments to you or your designated payee. At our discretion, we may modify or suspend the Systematic Withdrawal Program and charge a processing fee for the service. If we modify or suspend the Systematic Withdrawal Program, existing systematic withdrawal payments will not be affected. MINIMUM CONTRACT VALUE If your request for a partial withdrawal would reduce your Contract Value to less than $2,000, we may treat it as a request to withdraw your entire Contract Value. Your Contract will terminate if you withdraw all of your Contract Value. We will, however, ask you to confirm your withdrawal request before terminating your Contract. Before terminating any Contract whose value has been previously reduced by withdrawals to less than $2,000, we will 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 $2,000. 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 applicable taxes. 22 PROSPECTUS

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 money to an Income Plan. The Payout Start Date must be: .. at least 30 days after the Issue Date; and .. no later than the day the Annuitant reaches age 90, or the 10th Contract Anniversary, if later. You may change the Payout Start Date at any time by notifying us in writing of the change at least 30 days before the scheduled Payout Start Date. Absent a change, we will use the Payout Start Date stated in your Contract. INCOME PLANS An Income Plan is a series of scheduled payments to you or someone you designate. You may choose and change your choice of Income Plan until 30 days before the Payout Start Date. If you do not select an Income Plan, we will make income payments in accordance with Income Plan 1 with guaranteed payments for 10 years. Three Income Plans are available under the Contract. Each is available to provide: .. fixed income payments; .. variable income payments; or .. a combination of the two. 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 investment 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 591/2 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. You may elect to receive guaranteed payments for periods ranging from 5 to 30 years. Income payments for less than 120 months may be subject to a withdrawal charge. We will deduct the mortality and expense risk charge from the Variable Sub-Account assets that support variable income payments even though we may not bear any mortality risk. The length of any guaranteed payment period under your selected Income Plan generally will affect the dollar amounts of each income payment. As a general rule, longer guarantee periods result in lower income payments, all other things being equal. For example, if you choose an Income Plan with payments that depend on the life of the Annuitant but with no minimum specified period for guaranteed payments, the income payments generally will be greater than the income payments made under the same Income Plan with a minimum specified period for guaranteed payments. If you choose Income Plan 1 or 2, or, if available, another Income Plan with payments that continue for the life of the Annuitant or joint Annuitant, we may require proof of age and sex of the Annuitant or joint Annuitant before starting income payments, and proof that the Annuitant or joint Annuitant are alive before we make each payment. Please note that under such Income Plans, if you elect to take no minimum guaranteed payments, it is possible that the payee could receive only 1 income payment if the Annuitant and any joint Annuitant both die before the second income payment, or only 2 income payments if they die before the third income payment, and so on. Generally, you may not make withdrawals after the Payout Start Date. One exception to this rule applies if you are receiving variable income payments that do not depend on the life of the Annuitant (such as under Income Plan 3). In that case you may terminate all or part of the Variable Account portion of the income payments at any time and receive a lump sum equal to the commuted balance of the remaining variable payments associated with the amount withdrawn. The minimum amount you may withdraw under this feature is $1,000. A withdrawal charge may apply. We deduct applicable premium taxes from the Contract Value at the Payout Start Date. We may make other Income Plans available. If you elected the Enhanced Death and Income Benefit Combination Option, you may be able to apply an amount greater than your Contract Value to an Income Plan. You must apply at least the Contract Value in the Fixed Account on the Payout Start Date to fixed income payments. If you wish to apply any portion of your Fixed Account balance to provide variable income payments, you should plan ahead and transfer that amount to the Variable Sub-Accounts prior to the Payout Start Date. If 23 PROSPECTUS

you do not tell us how to allocate your Contract Value among fixed and variable income payments, we will apply your Contract Value in the Variable Account to variable income payments and your Contract Value in the Fixed Account to fixed income payments. We will apply your Contract Value, adjusted by any applicable Market Value Adjustment, less applicable taxes to your Income Plan on the Payout Start Date. If the amount available to apply under an Income Plan is less than $2,000, or not enough to provide an initial payment of at least $20, and state law permits, we may: .. terminate the Contract and pay you the Contract Value, adjusted by any applicable Market Value Adjustment and less any applicable taxes, in a lump sum instead of the periodic payments you have chosen; or .. reduce the frequency of your payments so that each payment will be at least $20. VARIABLE INCOME PAYMENTS The amount of your variable income payments depends upon the investment results of the Variable Sub-Accounts you select, the premium taxes you pay, the age and sex of the Annuitant, and the Income Plan you choose. We guarantee that the payments will not be affected by (a) actual mortality experience and (b) the amount of our administration expenses. We cannot predict the total amount of your variable income payments. Your variable income payments may be more or less than your total purchase payments because (a) variable income payments vary with the investment results of the underlying Portfolios; and (b) the Annuitant could live longer or shorter than we expect based on the tables we use. In calculating the amount of the periodic payments in the annuity tables in the Contract, we assumed an annual investment rate of 3%. If the actual net investment return of the Variable Sub-Accounts you choose is less than this assumed investment rate, then the dollar amount of your variable income payments will decrease. The dollar amount of your variable income payments will increase, however, if the actual net investment return exceeds the assumed investment rate. The dollar amount of the variable income payments stays level if the net investment return equals the assumed investment rate. Please refer to the Statement of Additional Information for more detailed information as to how we determine variable income payments. FIXED INCOME PAYMENTS We guarantee income payment amounts derived from any Fixed Account Option for the duration of the Income Plan. We calculate the fixed income payments by: 1. adjusting the portion of the Contract Value in any Fixed Account Option on the Payout Start Date by any applicable Market Value Adjustment; 2. deducting any applicable premium tax; and 3. applying the resulting amount to the greater of (a) the appropriate value from the income payment table in your Contract or (b) such other value as we are offering at that time. We may defer making fixed income payments for a period of up to 6 months or any shorter time state law may require. If we defer payments for 30 days or more, we will pay interest as required by law from the date we receive the withdrawal request to the date we make payment. CERTAIN EMPLOYEE BENEFIT PLANS The Contracts offered by this prospectus contain income payment tables that provide for different payments to men and women of the same age, except in states that require unisex tables. We reserve the right to use income payment tables that do not distinguish on the basis of sex to the extent permitted by applicable law. In certain employment-related situations, employers are required by law to use the same income payment tables for men and women. Accordingly, if the Contract is to be used in connection with an employment-related retirement or benefit plan and we do not offer unisex annuity tables in your state, you should consult with legal counsel as to whether the purchase of a Contract is appropriate. DEATH BENEFITS - -------------------------------------------------------------------------------- DEATH OF OWNER If you die before the Payout Start Date, any surviving joint Contract Owner or, if none, the Beneficiary will be designated the new Contract Owner and will be entitled to the options described below. If the new Contract Owner previously was the Beneficiary, however, the new Contract Owner's options will be subject to any restrictions previously placed upon the Beneficiary. The claim for death benefits must be submitted to us within 180 days of the relevant death in order to claim the standard or enhanced death benefit. If a complete claim is not submitted within 180 days of the relevant death, the claimant will receive the greater of Contract Value or the Settlement Value. (See "Death Proceeds" below). 1. If your spouse is the sole surviving Contract Owner or, in the absence of any surviving Contract Owner, is the sole Beneficiary: (a) Your spouse may elect to receive the Death Proceeds in a lump sum; or (b) Your spouse may elect to receive the Death Proceeds paid out under one of the Income Plans (described in "Income Payments" above) subject to the following conditions: 24 PROSPECTUS

The Payout Start Date must be within one year of your date of death. Income payments must be payable: (i) over the life of your spouse; or (ii) for a guaranteed number of payments from 5 to 50 years but not to exceed the life expectancy of your spouse; or (iii) over the life of your spouse with a guaranteed number of payments from 5 to 30 years but not to exceed the life expectancy of your spouse. (c) If your spouse does not elect one of these 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 conditions apply: The Contract Value of the continued Contract will be the Death Proceeds. Unless otherwise instructed by the continuing spouse, the excess, if any, of the Death Proceeds over the Contract Value will be allocated to the Sub-accounts of the Variable Account. The 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 Proceeds, 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 Guaranteed 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 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 the 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 or Market Value Adjustment. Prior to the Payout Start Date, the Death Benefit of the continued Contract will be as defined in the Death Benefit provision. Only one spousal continuation is allowed under the Contract. 2. If the new Contract Owner is not your spouse but is a living person: (a) The new Contract Owner may elect to receive the Death Proceeds in a lump sum; or (b) The new Contract Owner may elect to receive the Death Proceeds paid out under one of the Income Plans (described in "Income Payments" above) subject to the following conditions: The Payout Start Date must be within one year of your date of death. Income Payments must be payable: (i) over the life of the new Contract Owner; or (ii) for a guaranteed number of payments from 5 to 50 years but not to exceed the life expectancy of the new Contract Owner; or (iii) over the life of the new Contract Owner with a guaranteed number of payments from 5 to 30 years but not to exceed the life expectancy of the new Contract Owner. (c) If the new Contract Owner does not elect one of the options above, then the new Contract 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 Proceeds, the Contract Value will be the Death Proceeds. Unless otherwise instructed by the new Contract Owner, the excess, if any, of the Death Proceeds over the Contract Value will be allocated to the money market Variable Sub-Account. Henceforth, the new Contract Owner may make transfers (as described in "Transfers During the Payout Phase" above) during this 5 year period. The new Contract Owner may not make additional purchase payments to the Contract under this election. Withdrawal Charges will be waived for any withdrawals made during this 5 year period. We reserve the right to offer additional options upon the death of the Contract Owner. If the new Contract Owner dies prior to the complete liquidation of the Contract Value, then the new Contract Owner's named Beneficiary(ies) will receive the greater of the Settlement Value or the remaining Contract Value. This amount must be liquidated as a lump sum within 5 years of the date of the original Contract Owner's death. 3. If the new Contract Owner is a corporation or other type of non-living person: (a) The new Contract Owner may elect to receive the Death Proceeds in a lump sum; or (b) If the new Contract Owner does not elect the option above, then the new Contract 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 Proceeds, the Contract Value under this option will be the Death Proceeds. Unless otherwise instructed by the new Contract Owner, the excess, if any, of the Death Proceeds over the Contract Value will be allocated to the money market Variable Sub-Account. Henceforth, the new Contract Owner may make transfers (as described in "Transfers During the Payout Phase" above) during this 5 year period. 25 PROSPECTUS

The new Contract Owner may not make additional purchase payments to the Contract under this election. Withdrawal Charges will be waived during this 5 year period. We reserve the right to make additional options available to the new Contract Owner upon the death of the Contract Owner. If any new Contract Owner is a non-living person, all new Contract Owners will be considered to be non-living persons for purposes of these provisions. Under any of these options, all ownership rights, subject to any restrictions previously placed upon the Beneficiary, are available to the new Contract 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, the following apply: 1. If the Contract Owner is a living person, then the Contract will continue with a new Annuitant, who will be: (a) the youngest Contract Owner; otherwise (b) the youngest Beneficiary. You may change the Annuitant before the Payout Start Date. 2. If the Contract Owner is a non-living person: (a) The Contract Owner may elect to receive the Death Proceeds in a lump sum; or (b) If the Contract Owner does not elect the option above, then the Contract 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 Proceeds, the Contract Value under this option will be the Death Proceeds. Unless otherwise instructed by the Contract Owner, the excess, if any, of the Death Proceeds over the Contract Value will be allocated to the money market Variable Sub-Account. Henceforth, the Contract Owner may make transfers (as described in "Transfers During the Payout Phase" above) during this 5 year period. The new Contract Owner may not make additional purchase payments to the Contract under this election. Withdrawal Charges will be waived during this 5 year period. We reserve the right to make additional options available to the Contract Owner upon the death of the Annuitant. Under any of these options, all ownership rights are available to the non-living Contract Owner from the date of the Annuitant's death to the date on which the Death Proceeds are paid. DUE PROOF OF DEATH A claim for a distribution on death must include Due Proof of Death. We will accept the following documentation as "Due Proof of Death": .. a certified copy of a death certificate, .. a certified copy of a decree of a court of competent jurisdiction as to the finding of death, or .. any other proof acceptable to us. DEATH BENEFIT PAYMENTS DEATH PROCEEDS. If we receive a complete request for settlement of the Death Proceeds within 180 days of the date of your death, the Death Proceeds are equal to the applicable death benefit described below. Otherwise, the Death Proceeds are equal to the greater of the Contract Value or 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 applicable death benefit as described above. This right applies only for the purposes of determining the amount payable as Death Proceeds and in no way restricts when a claim may be filed. DEATH BENEFIT AMOUNT Prior to the Payout Start Date, the death benefit is equal to the greatest of: 1. the Contract Value as of the date we determine the value of the death benefit, or 2. the SETTLEMENT VALUE (that is, the amount payable on a full withdrawal of Contract Value) on the date we determine the value of the death benefit, or 3. the Contract Value on each DEATH BENEFIT ANNIVERSARY prior to the date we determine the death benefit, increased by purchase payments made since that Death Benefit Anniversary and reduced by an adjustment for any partial withdrawals since that Death Benefit Anniversary. 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 the deduction of any applicable withdrawal charges, contract maintenance charges, and premium taxes. Contract maintenance charges will be pro rated for the part of the Contract Year elapsed as of the date we determine the Settlement Value, unless your Contract qualifies for a waiver of such charges described in the "Contract Maintenance Charge" section above. A "Death Benefit Anniversary" is every seventh Contract Anniversary beginning with the Issue Date. For example, the Issue Date, 7th and 14th Contract Anniversaries are the first 3 Death Benefit Anniversaries. The partial 26 PROSPECTUS

withdrawal adjustment is equal to (a) divided by (b), with the result multiplied by (c), where: (a) = the withdrawal amount; (b) = the Contract Value immediately prior to the withdrawal; and (c) = the Contract Value on the Death Benefit Anniversary adjusted by any prior purchase payments or withdrawals made since that Anniversary. We will determine the value of the death benefit as of the end of the Valuation Date on which we receive a complete request for payment of the death benefit. If we receive a request after 3 p.m. Central Time on a Valuation Date, we will process the request as of the end of the following Valuation Date. OPTIONAL RIDERS We offer two optional riders: an Enhanced Death Benefit Rider and an Enhanced Death and Income Benefit Combination Rider. You may elect to add either or no Riders to your Contract; you may not add both. If you elect an optional Rider, we will charge you a higher mortality and expense risk charge. We may discontinue offering either or both of these Riders at any time. The benefits under these Riders are described below. ENHANCED DEATH BENEFIT RIDER If the Contract Owner is a living individual, the enhanced death benefit applies only upon the death of the Contract Owner. If the Contract Owner is not a living individual, the enhanced death benefit applies only upon the death of the Annuitant. For Contracts with the Enhanced Death Benefit Rider, the death benefit will be the greatest of (1) through (3) above, or (4) the enhanced death benefit. The enhanced death benefit is equal to the greater of the Enhanced Death Benefit A or Enhanced Death Benefit B. Enhanced Death Benefit B may not be available in all states. The enhanced death benefit will never be greater than the maximum death benefit allowed by any state nonforfeiture laws that govern the Contract. ENHANCED DEATH BENEFIT A. At issue, Enhanced Death Benefit A is equal to the initial purchase payment. After issue, Enhanced Death Benefit A is the greatest of the ANNIVERSARY VALUES as of the date we determine the death benefit. The "Anniversary Value" is equal to the Contract Value on a Contract Anniversary, increased by purchase payments made since that Anniversary and reduced by an adjustment for any partial withdrawals since that Anniversary. The adjustment is equal to (a) divided by (b), and the result multiplied by (c) where: (a) = the withdrawal amount, (b) = the Contract Value immediately prior to the withdrawal, and (c) = the Contract Value on that Contract Anniversary adjusted by any prior purchase payments and withdrawals since that Contract Anniversary. We will calculate Anniversary Values for each Contract Anniversary prior to the oldest Contract Owner's or the Annuitant's, if the Contract Owner is not a natural person, 85th birthday. After age 85, we will recalculate 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, as defined below. 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 Annuitant's, 85th birthday. The adjustment is equal to (a) divided by (b), and the result multiplied by (c) where: (a) = the withdrawal amount, (b) = the Contract Value immediately prior to the withdrawal, and (c) = the most recently calculated enhanced death benefit. ENHANCED DEATH AND INCOME BENEFIT COMBINATION RIDER Instead of the Enhanced Death Benefit Rider, you may instead choose the Enhanced Death and Income Benefit Combination Rider. The enhanced death benefit portion of the Enhanced Death and Income Benefit Combination Rider is as described above under "Enhanced Death Benefit Rider." The enhanced income benefit guarantees that the amount of income payments you receive will not be less than those determined by applying the value of the enhanced death benefit on the Payout Start Date to the minimum guaranteed rate (rather than to any current rates we may be offering) for the Income Plan you select. 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 90th Birthday. 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 a single or joint lives 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 27 PROSPECTUS

.. 5 years, if the youngest Annuitant's age is greater than 80 on the date the amount is applied. 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. The enhanced income benefit only applies to the determination of income payments under Income Plans in the circumstances described above. This is not a guarantee of Contract Value on investment performance. This benefit does not enhance the amounts you receive in partial withdrawals or surrenders. If you surrender your Contract, you will not receive any benefit under this Rider. MORE INFORMATION - -------------------------------------------------------------------------------- ALLSTATE LIFE Allstate Life is the issuer of the Contract. Allstate Life was organized in 1957 as a stock life insurance company under the laws of the state of Illinois. Prior to January 1, 2005, Glenbrook Life and Annuity Company ("Glenbrook Life") issued the Contract. Effective January 1, 2005, Glenbrook Life merged with Allstate Life ("Merger"). On the date of the Merger, Allstate Life acquired from Glenbrook Life all of Glenbrook Life's assets and became directly liable for Glenbrook Life's liabilities and obligations with respect to all contracts issued by Glenbrook Life. Allstate Life is a wholly owned subsidiary of Allstate Insurance Company, a stock property-liability insurance company organized 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. Allstate Life is licensed to operate in the District of Columbia, Puerto Rico, and all jurisdictions except the state of New York. We intend to offer the Contract in those jurisdictions in which we are licensed. Our home office is located at 3100 Sanders Road, Northbrook, Illinois, 60062. THE VARIABLE ACCOUNT Allstate Life established the Allstate Financial Advisors Separate Account I in 1999. The Contracts were previously issued through the Glenbrook Life Multi-Manager Variable Account. Effective January 1, 2005, Glenbrook Life Multi-Manager Variable Account and Glenbrook Life and Annuity Company Separate Account A combined with Allstate Financial Advisors Separate Account I and consolidated duplicative Variable Sub-Accounts that invest in the same Portfolio (the "Consolidation"). The Accumulation Unit Values for the Variable Sub-Accounts in which you invest did not change as a result of the Consolidation, and your Contract Value immediately after the Consolidation was the same as the value immediately before the Consolidation. 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 Allstate Life. We own the assets of the Variable Account. The Variable Account is a segregated asset account under Illinois 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 Allstate Life. The Variable Account consists of multiple Variable Sub-Accounts, each of which invests in a corresponding Portfolio. We may add new Variable Sub-Accounts or eliminate one or more of them, if we believe marketing, tax, or investment conditions so warrant. We do not guarantee the investment performance of the Variable Account, its Sub-Accounts or the Portfolios. We may use the Variable Account to fund our other annuity contracts. We will account separately for each type of annuity contract funded by the Variable Account. THE PORTFOLIOS DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS. We automatically reinvest all dividends and capital gains distributions from the Portfolios in shares of the distributing Portfolios at their net asset value. VOTING PRIVILEGES. As a general matter, you do not have a direct right to vote the shares of the Portfolios held by the Variable Sub-Accounts to which you have allocated your Contract Value. Under current law, however, you are entitled to give us instructions on how to vote those shares on certain matters. Based on our present view of the law, we will vote the shares of the Portfolios that we hold directly or indirectly through the Variable Account in accordance with instructions that we receive from Contract Owners entitled to give such instructions. As a general rule, before the Payout Start Date, the Contract Owner or anyone with a voting interest is the person entitled to give voting instructions. The number of shares that a person has a right to instruct will be determined by dividing the Contract Value allocated to the applicable Variable Sub-Account by the net asset value per share of the corresponding Portfolio as of the record date of the meeting. After the Payout Start Date the person receiving income payments has the voting interest. The payee's number of votes will be determined by dividing the reserve for such Contract allocated to the applicable Variable Sub-Account by the net asset value per share of the corresponding Portfolio. The votes 28 PROSPECTUS

decrease as income payments are made and as the reserves for the Contract decrease. We will vote shares attributable to Contracts for which we have not received instructions, as well as shares attributable to us, in the same proportion as we vote shares for which we have received instructions, unless we determine that we may vote such shares in our own discretion. We will apply voting instructions to abstain on any item to be voted upon on a pro-rata basis to reduce the votes eligible to be cast. We reserve the right to vote Portfolio shares as we see fit without regard to voting instructions to the extent permitted by law. If we disregard voting instructions, we will include a summary of that action and our reasons for that action in the next semi-annual financial report we send to you. CHANGES IN PORTFOLIOS. If the shares of any of the Portfolios are no longer available for investment by the Variable Account or if, in our judgment, further investment in such shares is no longer desirable in view of the purposes of the Contract, we may eliminate that Portfolio and substitute shares of another eligible investment portfolio. Any substitution of securities will comply with the requirements of the Investment Company Act of 1940. We also may add new Variable Sub-Accounts that invest in additional underlying funds. We will notify you in advance of any change. CONFLICTS OF INTEREST. Certain of the Portfolios sell their shares to separate accounts underlying both variable life insurance and variable annuity contracts. It is conceivable that in the future it may be unfavorable for variable life insurance separate accounts and variable annuity separate accounts to invest in the same Portfolio. The board of directors/trustees of these Portfolios monitors for possible conflicts among separate accounts buying shares of the Portfolios. Conflicts could develop for a variety of reasons. For example, differences in treatment under tax and other laws or the failure by a separate account to comply with such laws could cause a conflict. To eliminate a conflict, the Portfolio's board of directors/trustees may require a separate account to withdraw its participation in a Portfolio. A Portfolio's net asset value could decrease if it had to sell investment securities to pay redemption proceeds to a separate account withdrawing because of a conflict. THE CONTRACT DISTRIBUTION. ALFS, Inc. ("ALFS"), located at 3100 Sanders Road, Northbrook, IL 60062-7154, serves as principal underwriter of the Contracts. ALFS is a wholly owned subsidiary of Allstate Life. ALFS is a registered broker dealer under the Securities and Exchange Act of 1934, as amended ("EXCHANGE ACT"), and is a member of the 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% of all purchase payments. These commissions are intended to cover distribution expenses. Sometimes, we also pay the broker-dealer a persistency bonus in addition to the standard commissions. A persistency bonus is not expected to exceed 0.25%, on an annual basis, of the Contract Values considered in connection with the bonus. In some states, Contracts may be sold by representatives or employees of banks which may be acting as broker-dealers without separate registration under the Exchange Act, pursuant to legal and regulatory exceptions. Allstate 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. We will also provide you with additional periodic and other reports, information and prospectuses as may be required by federal securities laws. NON-QUALIFIED ANNUITIES HELD WITHIN A QUALIFIED PLAN If you use the Contract within an employer sponsored qualified retirement 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. Allstate Life no longer issues deferred annuities to employer sponsored qualified retirement plans. 29 PROSPECTUS

LEGAL MATTERS All matters of state insurance law pertaining to the Contracts, including the validity of the Contracts and Allstate Life's right to issue such Contracts under state insurance law, have been passed upon by Michael J. Velotta, General Counsel of Allstate Life. 30 PROSPECTUS

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 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 material 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. A material modification does not include permitted changes described in published IRS rulings. You should consult a competent tax advisor prior to creating or modifying a substantially equal periodic payment stream. 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 into a 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. PARTIAL EXCHANGES. The IRS has issued a ruling that permits partial exchanges of annuity contracts. Under this ruling, if you take a withdrawal from a receiving or relinquishing annuity contract within 24 months of the partial exchange, then special aggregation rules apply for purposes of determining the taxable amount of a distribution. The IRS has issued limited guidance on how to aggregate and report these distributions. The IRS is expected to provide further guidance; as a result, it is possible that the amount we calculate and report to the IRS as taxable could be different. 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. 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. AGGREGATION OF ANNUITY CONTRACTS. The Code requires that all non-Qualified deferred annuity contracts issued by Allstate 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, Allstate 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. Allstate 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. If no U.S. taxpayer identification number is provided, we will automatically withhold using single with zero 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 Allstate Life as 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 if covered 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 a completed 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. The U.S. does not have a tax treaty with all countries nor do all tax treaties provide an exclusion or lower withholding rate for annuities. 33 PROSPECTUS

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 person 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 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 IRA. Section 408(k) of the Code allows eligible employers to establish simplified employee pension plans for their employees using individual retirement annuities. These employers 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 IRA). Section 408(p) of the Code allow eligible employers with 100 or fewer employees to establish SIMPLE retirement plans for their employees using individual retirement annuities. In general, a SIMPLE IRA consists of a salary deferral program for eligible employees and matching or nonelective contributions made by employers. Employers intending to purchase the Contract as a SIMPLE IRA 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, .. severs employment, .. 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 Allstate 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. 36 PROSPECTUS

ANNUAL REPORTS AND OTHER DOCUMENTS - -------------------------------------------------------------------------------- Allstate Life's annual report on Form 10-K for the year ended December 31, 2003 and its Form 10-Q reports for the quarters ended March 31, 2004, June 30, 2004, and September 30, 2004 are incorporated herein by reference which means that they are legally a part of this prospectus. After the date of this prospectus and before we terminate the offering of the securities under this prospectus, all documents or reports we file with the SEC under the Exchange Act are also incorporated herein by reference, which means that they also legally become a part of this prospectus. Statements in this prospectus, or in documents that we file later with the SEC and that legally become a part of this prospectus, may change or supersede statements in other documents that are legally part of this prospectus. Accordingly, only the statement that is changed or replaced will legally be a part of this prospectus. We file our Exchange Act documents and reports, including our annual and quarterly reports on Form 10-K and Form 10-Q electronically on the SEC's "EDGAR" system using the identifying number CIK No. 0000352736. 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 2940 S. 84TH STREET, LINCOLN, NE 68506-4142 (telephone: 1-800-755-5275). 37 PROSPECTUS

APPENDIX A ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH VARIABLE SUB-ACCOUNT SINCE CONTRACTS WERE FIRST OFFERED* - -------------------------------------------------------------------------------- BASIC POLICY For the Years Beginning January 1 and Ending December 31,* 1998 1999 2000 2001 2002 AIM V.I. BALANCED SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.73 $ 12.66 $ 11.99 $ 10.50 Accumulation Unit Value, End of Period $10.73 $ 12.66 $ 11.99 $ 10.50 $ 8.605 Number of Units Outstanding, End of Period 0 7,487 52,646 90,025 79,599 AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.39 $ 16.29 $ 14.35 $ 10.88 Accumulation Unit Value, End of Period $10.73 $ 16.29 $ 14.35 $ 10.88 $ 8.138 Number of Units Outstanding, End of Period 0 8,743 73,347 76,217 62,506 AIM V.I. CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.36 $ 15.09 $ 12.74 $ 9.72 Accumulation Unit Value, End of Period $11.36 $ 15.09 $ 12.74 $ 9.72 $ 8.112 Number of Units Outstanding, End of Period 0 12,180 53,747 73,192 55,166 AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.22 $ 9.91 $ 9.87 $ 10.11 Accumulation Unit Value, End of Period $10.22 $ 9.91 $ 9.87 $ 10.11 $ 10.219 Number of Units Outstanding, End of Period 0 721 721 721 80,837 AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period $10.00 $ 10.73 $ 14.16 $ 13.68 $ 11.04 Accumulation Unit Value, End of Period $10.73 $ 14.16 $ 13.68 $ 11.04 $ 7.178 Number of Units Outstanding, End of Period 0 0 0 0 0 AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.38 $ 9.85 $ 10.73 $ 11.29 Accumulation Unit Value, End of Period $10.38 $ 9.85 $ 10.73 $ 11.29 $ 12.228 Number of Units Outstanding, End of Period 0 0 2,954 17,908 18,116 AIM V.I. GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.83 $ 15.82 $ 12.43 $ 8.13 Accumulation Unit Value, End of Period $11.83 $ 15.82 $ 12.43 $ 8.13 $ 5.545 Number of Units Outstanding, End of Period 0 13,275 69,688 57,165 41,008 AIM V.I. HIGH YIELD SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.31 $ 11.27 $ 9.03 $ 8.48 Accumulation Unit Value, End of Period $10.31 $ 11.27 $ 9.03 $ 8.48 $ 7.891 Number of Units Outstanding, End of Period 0 7,387 9,651 16,857 9,136 AIM V.I. INTERNATIONAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.68 $ 16.38 $ 11.92 $ 9.00 Accumulation Unit Value, End of Period $10.68 $ 16.38 $ 11.92 $ 9.00 $ 7.510 Number of Units Outstanding, End of Period 0 0 4,196 4,353 3,644 AIM V.I. PREMIER EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.52 $ 14.80 $ 12.49 $ 12.49 Accumulation Unit Value, End of Period $11.52 $ 14.80 $ 12.49 $ 10.79 $ 7.442 Number of Units Outstanding, End of Period 0 42,074 115,418 133,037 99,724 AIM V.I. UTILITIES SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- -- -- -- -- Accumulation Unit Value, End of Period -- -- -- -- -- Number of Units Outstanding, End of Period -- -- -- -- -- DREYFUS SOCIALLY RESPONSIBLE GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.79 $ 14.40 $ 12.66 $ 9.69 Accumulation Unit Value, End of Period $10.79 $ 14.40 $ 12.66 $ 9.69 $ 6.808 Number of Units Outstanding, End of Period 0 3,130 5,459 2,854 2,119 38 PROSPECTUS

DREYFUS STOCK INDEX SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.87 $ 12.97 $ 11.63 $ 10.10 Accumulation Unit Value, End of Period $10.87 $ 12.97 $ 11.63 $ 10.10 $ 7.750 Number of Units Outstanding, End of Period 0 9,930 23,030 17,916 18,764 DREYFUS VIF GROWTH & INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.65 $ 12.47 $ 11.86 $ 11.86 Accumulation Unit Value, End of Period $10.65 $ 12.47 $ 11.86 $ 11.078 $ 8.148 Number of Units Outstanding, End of Period 0 2,680 3,326 13,021 12,290 DREYFUS VIF MONEY MARKET SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.05 $ 10.40 $ 10.91 $ 11.211 Accumulation Unit Value, End of Period $10.05 $ 10.40 $ 10.91 $ 11.211 $ 11.245 Number of Units Outstanding, End of Period 0 0 0 33,552 21,895 DREYFUS VIF SMALL COMPANY STOCK SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.65 $ 11.66 $ 12.51 $ 12.178 Accumulation Unit Value, End of Period $10.65 $ 11.66 $ 12.51 $ 12.178 $ 9.665 Number of Units Outstanding, End of Period 0 236 429 428 314 FIDELITY VIP CONTRAFUND/(R)/ SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.66 $ 14.33 $ 13.23 $ 11.473 Accumulation Unit Value, End of Period $11.66 $ 14.33 $ 13.23 $ 11.473 $ 10.281 Number of Units Outstanding, End of Period 0 18,963 101,434 128,908 109,080 FIDELITY VIP EQUITY-INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.48 $ 11.02 $ 11.81 $ 11.096 Accumulation Unit Value, End of Period $10.48 $ 11.02 $ 11.81 $ 11.096 $ 9.110 Number of Units Outstanding, End of Period 0 30,264 100,008 169,933 151,301 FIDELITY VIP GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.20 $ 15.22 $ 13.40 $ 10.906 Accumulation Unit Value, End of Period $11.20 $ 15.22 $ 13.40 $ 10.906 $ 7.536 Number of Units Outstanding, End of Period 0 25,821 168,574 193,055 156,368 FIDELITY VIP HIGH INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.43 $ 11.16 $ 8.55 $ 7.462 Accumulation Unit Value, End of Period $10.43 $ 11.16 $ 8.55 $ 7.462 $ 7.637 Number of Units Outstanding, End of Period 0 3,837 45,009 69,939 76,485 GOLDMAN SACHS VIT CAPITAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.10 $ 13.99 $ 8.55 $ 10.763 Accumulation Unit Value, End of Period $11.10 $ 11.16 $ 8.55 $ 10.763 $ 8.051 Number of Units Outstanding, End of Period 0 0 573 573 573 GOLDMAN SACHS CORE/SM/ SMALL CAP EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.60 $ 12.36 $ 12.44 $ 12.851 Accumulation Unit Value, End of Period $10.60 $ 12.36 $ 12.44 $ 12.851 $ 10.803 Number of Units Outstanding, End of Period 0 86 717 716 785 GOLDMAN SACHS VIT CORE/SM/ U.S. EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.89 $ 13.46 $ 12.02 $ 10.466 Accumulation Unit Value, End of Period $10.89 $ 13.46 $ 12.02 $ 10.466 $ 8.081 Number of Units Outstanding, End of Period 0 317 0 159 158 GOLDMAN SACHS VIT GLOBAL INCOME SUB-ACCOUNT/(2)/ Accumulation Unit Value, Beginning of Period $10.00 $ 9.67 $ 9.92 $ 10.70 -- Accumulation Unit Value, End of Period $ 9.67 $ 9.92 $ 10.70 $ 11.089 -- Number of Units Outstanding, End of Period 0 0 724 895 -- GOLDMAN SACHS VIT GROWTH AND INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 9.94 $ 10.46 $ 9.86 $ 8.712 Accumulation Unit Value, End of Period $ 9.94 $ 10.46 $ 9.86 $ 8.712 $ 7.742 Number of Units Outstanding, End of Period 0 637 636 1386 0 GOLDMAN SACHS VIT INTERNATIONAL EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.84 $ 14.25 $ 12.24 $ 9.402 Accumulation Unit Value, End of Period $10.84 $ 14.25 $ 12.24 $ 9.402 $ 7.590 Number of Units Outstanding, End of Period 0 0 168 167 166 39 PROSPECTUS

MFS EMERGING GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.95 $ 20.88 $ 16.60 $ 10.91 Accumulation Unit Value, End of Period $11.95 $ 20.88 $ 16.60 $ 10.91 $ 7.146 Number of Units Outstanding, End of Period 0 1,059 58,025 104,779 94,106 MFS INVESTORS TRUST SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.81 $ 11.41 $ 11.26 $ 9.36 Accumulation Unit Value, End of Period $10.81 $ 11.41 $ 11.26 $ 9.36 $ 7.311 Number of Units Outstanding, End of Period 0 6,295 15,337 45,121 32,328 MFS NEW DISCOVERY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.38 $ 19.52 $ 18.92 $ 17.76 Accumulation Unit Value, End of Period $11.38 $ 19.52 $ 18.92 $ 17.76 $ 12.002 Number of Units Outstanding, End of Period 0 183 3,148 6,802 6,778 NEUBERGER BERMAN AMT GUARDIAN SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.81 $ 12.28 $ 10.31 $ 12.058 Accumulation Unit Value, End of Period $10.81 $ 12.28 $ 10.31 $ 12.058 $ 8.694 Number of Units Outstanding, End of Period 0 0 28,736 0 0 NEUBERGER BERMAN AMT MID-CAP GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 12.13 $ 18.45 $ 16.88 $ 12.575 Accumulation Unit Value, End of Period $12.13 $ 18.45 $ 16.88 $ 12.575 $ 8.784 Number of Units Outstanding, End of Period 0 296 696 695 316 NEUBERGER BERMAN AMT PARTNERS SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.31 $ 10.00 $ 10.90 $ 10.465 Accumulation Unit Value, End of Period $10.31 $ 10.94 $ 10.90 $ 10.465 $ 7.848 Number of Units Outstanding, End of Period 0 0 0 0 0 VAN KAMPEN UIF CORE PLUS FIXED INCOME SUB-ACCOUNT/(3)(4)/ Accumulation Unit Value, Beginning of Period $10.00 $ 10.15 $ 9.87 $ 10.85 $ 11.723 Accumulation Unit Value, End of Period $10.15 $ 9.87 $ 10.85 $ 11.723 $ 12.439 Number of Units Outstanding, End of Period 0 0 0 0 0 VAN KAMPEN UIF EQUITY GROWTH SUB-ACCOUNT/(3)/ Accumulation Unit Value, Beginning of Period $10.00 $ 10.94 $ 15.09 $ 13.17 $ 11.049 Accumulation Unit Value, End of Period $10.94 $ 15.09 $ 13.17 11.049 $ 7.879 Number of Units Outstanding, End of Period 0 0 162 0 2,459 VAN KAMPEN UIF GLOBAL VALUE EQUITY SUB-ACCOUNT/(3)(5)/ Accumulation Unit Value, Beginning of Period $10.00 $ 10.43 $ 10.73 $ 11.83 $ 10.873 Accumulation Unit Value, End of Period $10.43 $ 10.73 $ 11.83 $ 10.873 $ 8.937 Number of Units Outstanding, End of Period 0 0 959 0 1,077 VAN KAMPEN UIF INTERNATIONAL MAGNUM SUB-ACCOUNT/(3)/ Accumulation Unit Value, Beginning of Period $10.00 $ 10.39 $ 12.85 $ 11.13 $ 8.881 Accumulation Unit Value, End of Period $10.39 $ 12.85 $ 11.13 $ 8.881 $ 7.304 Number of Units Outstanding, End of Period 0 0 0 0 0 VAN KAMPEN UIF U.S. MID CAP VALUE SUB-ACCOUNT/(3)(6)/ Accumulation Unit Value, Beginning of Period $10.00 $ 10.96 $ 10.00 $ 14.32 $ 13.705 Accumulation Unit Value, End of Period $10.96 $ 13.07 $ 14.32 $ 13.705 $ 9.752 Number of Units Outstanding, End of Period 0 0 5,400 0 9,054 VAN KAMPEN UIF U.S. REAL ESTATE SUB-ACCOUNT/(3)/ Accumulation Unit Value, Beginning of Period $10.00 $ 10.18 $ 10.00 $ 12.67 $ 13.759 Accumulation Unit Value, End of Period $10.18 $ 9.91 $ 12.67 $ 13.759 $ 13.403 Number of Units Outstanding, End of Period 0 0 0 0 0 VAN KAMPEN UIF VALUE SUB-ACCOUNT/(3)/ Accumulation Unit Value, Beginning of Period $10.00 $ 9.95 $ 10.00 $ 11.93 $ 12.058 Accumulation Unit Value, End of Period $ 9.95 $ 9.65 $ 11.93 $ 12.058 $ 9.279 Number of Units Outstanding, End of Period 0 0 233 0 753 40 PROSPECTUS

For the Years Beginning January 1 and Ending December 2003 2004 31,* AIM V.I. BALANCED SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.605 $ 9.899 Accumulation Unit Value, End of Period $ 9.899 $ 9.863 Number of Units Outstanding, End of Period 77,339 76,112 AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.138 $ 10.420 Accumulation Unit Value, End of Period $ 10.420 $ 10.011 Number of Units Outstanding, End of Period 51,334 45,919 AIM V.I. CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.112 $ 9.978 Accumulation Unit Value, End of Period $ 9.978 $ 10.030 Number of Units Outstanding, End of Period 52,185 49,973 AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.219 $ 11.035 Accumulation Unit Value, End of Period $ 11.035 $ 11.350 Number of Units Outstanding, End of Period 80,837 80,837 AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period $ 7.178 $ 8.446 Accumulation Unit Value, End of Period $ 8.446 $ 8.490 Number of Units Outstanding, End of Period 0 0 AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 12.228 $ 12.217 Accumulation Unit Value, End of Period $ 12.217 $ 12.350 Number of Units Outstanding, End of Period 25,026 23,535 AIM V.I. GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 5.545 $ 7.195 Accumulation Unit Value, End of Period $ 7.195 $ 6.979 Number of Units Outstanding, End of Period 29,457 27,704 AIM V.I. HIGH YIELD SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.891 $ 9.988 Accumulation Unit Value, End of Period $ 9.988 v10.516 Number of Units Outstanding, End of Period 9,047 8.957 AIM V.I. INTERNATIONAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.510 $ 9.582 Accumulation Unit Value, End of Period $ 9.582 $ 10.234 Number of Units Outstanding, End of Period 3,304 3,578 AIM V.I. PREMIER EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.442 $ 9.202 Accumulation Unit Value, End of Period $ 9.202 $ 8.893 Number of Units Outstanding, End of Period 89,645 80,195 AIM V.I. UTILITIES SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- $ 10.000 Accumulation Unit Value, End of Period -- $ 10.897 Number of Units Outstanding, End of Period -- 0 DREYFUS SOCIALLY RESPONSIBLE GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 6.808 $ 8.480 Accumulation Unit Value, End of Period $ 8.480 $ 8.203 Number of Units Outstanding, End of Period 1,323 1,514 DREYFUS STOCK INDEX SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.750 $ 9.834 Accumulation Unit Value, End of Period $ 9.834 $ 9.847 Number of Units Outstanding, End of Period 13,107 13,597 DREYFUS VIF GROWTH & INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.148 $ 10.195 Accumulation Unit Value, End of Period $ 10.195 $ 9.903 Number of Units Outstanding, End of Period 11,244 11.237 41 PROSPECTUS

DREYFUS VIF MONEY MARKET SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 11.245 $ 11.194 Accumulation Unit Value, End of Period $ 11.194 $ 11.152 Number of Units Outstanding, End of Period 7,225 9,183 DREYFUS VIF SMALL COMPANY STOCK SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 9.665 $ 13.658 Accumulation Unit Value, End of Period $ 13.658 $ 14.426 Number of Units Outstanding, End of Period 0 227 FIDELITY VIP CONTRAFUND/(R)/ SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.281 $ 13.057 Accumulation Unit Value, End of Period $ 13.057 $ 13.691 Number of Units Outstanding, End of Period 105,900 102,482 FIDELITY VIP EQUITY-INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 9.110 $ 11.738 Accumulation Unit Value, End of Period $ 11.738 $ 11.879 Number of Units Outstanding, End of Period 139,986 138,095 FIDELITY VIP GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.536 $ 9.896 Accumulation Unit Value, End of Period $ 9.896 $ 9.351 Number of Units Outstanding, End of Period 144,374 135,616 FIDELITY VIP HIGH INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.637 $ 9.600 Accumulation Unit Value, End of Period $ 9.600 $ 9.969 Number of Units Outstanding, End of Period 97,563 96,011 GOLDMAN SACHS VIT CAPITAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.051 $ 9.848 Accumulation Unit Value, End of Period $ 9.848 $ 9.713 Number of Units Outstanding, End of Period 573 573 GOLDMAN SACHS CORE/SM/ SMALL CAP EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.803 $ 15.592 Accumulation Unit Value, End of Period $ 15.592 $ 16.113 Number of Units Outstanding, End of Period 714 714 GOLDMAN SACHS VIT CORE/SM/ U.S. EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.081 $ 10.343 Accumulation Unit Value, End of Period $ 10.343 $ 10.781 Number of Units Outstanding, End of Period 158 158 GOLDMAN SACHS VIT GLOBAL INCOME SUB-ACCOUNT/(2)/ Accumulation Unit Value, Beginning of Period -- -- Accumulation Unit Value, End of Period -- -- Number of Units Outstanding, End of Period -- -- GOLDMAN SACHS VIT GROWTH AND INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.742 $ 9.518 Accumulation Unit Value, End of Period $ 9.518 $ 10.248 Number of Units Outstanding, End of Period 0 0 GOLDMAN SACHS VIT INTERNATIONAL EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.590 $ 10.167 Accumulation Unit Value, End of Period $ 10.167 $ 9.952 Number of Units Outstanding, End of Period 0 820 MFS EMERGING GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.146 $ 9.200 Accumulation Unit Value, End of Period $ 9.200 $ 9.021 Number of Units Outstanding, End of Period 83,943 72,029 MFS INVESTORS TRUST SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.311 $ 8.828 Accumulation Unit Value, End of Period $ 8.828 $ 8.809 Number of Units Outstanding, End of Period 30,413 28,480 42 PROSPECTUS

MFS NEW DISCOVERY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 12.002 $ 15.866 Accumulation Unit Value, End of Period $ 15.866 $ 14.659 Number of Units Outstanding, End of Period 6,419 6,644 NEUBERGER BERMAN AMT GUARDIAN SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.694 $ 11.325 Accumulation Unit Value, End of Period $ 11.325 $ 11.734 Number of Units Outstanding, End of Period 0 0 NEUBERGER BERMAN AMT MID-CAP GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.784 $ 11.121 Accumulation Unit Value, End of Period $ 11.121 $ 11.357 Number of Units Outstanding, End of Period 315 315 NEUBERGER BERMAN AMT PARTNERS SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.848 $ 10.481 Accumulation Unit Value, End of Period $ 10.481 $ 10.998 Number of Units Outstanding, End of Period 0 0 VAN KAMPEN UIF CORE PLUS FIXED INCOME SUB-ACCOUNT/(3)(4)/ Accumulation Unit Value, Beginning of Period $ 12.439 $ 12.867 Accumulation Unit Value, End of Period $ 12.867 $ 13.164 Number of Units Outstanding, End of Period 3,413 3,412 VAN KAMPEN UIF EQUITY GROWTH SUB-ACCOUNT/(3)/ Accumulation Unit Value, Beginning of Period $ 7.879 $ 9.731 Accumulation Unit Value, End of Period $ 9.731 $ 9.445 Number of Units Outstanding, End of Period 2,298 2,402 VAN KAMPEN UIF GLOBAL VALUE EQUITY SUB-ACCOUNT/(3)(5)/ Accumulation Unit Value, Beginning of Period $ 8.937 $ 11.393 Accumulation Unit Value, End of Period $ 11.393 $ 11.516 Number of Units Outstanding, End of Period 115 115 VAN KAMPEN UIF INTERNATIONAL MAGNUM SUB-ACCOUNT/(3)/ Accumulation Unit Value, Beginning of Period $ 7.304 $ 9.200 Accumulation Unit Value, End of Period $ 9.200 9.332 Number of Units Outstanding, End of Period 0 0 VAN KAMPEN UIF U.S. MID CAP VALUE SUB-ACCOUNT/(3)(6)/ Accumulation Unit Value, Beginning of Period $ 9.752 $ 13.642 Accumulation Unit Value, End of Period $ 13.642 $ 13.939 Number of Units Outstanding, End of Period 7,762 7,683 VAN KAMPEN UIF U.S. REAL ESTATE SUB-ACCOUNT/(3)/ Accumulation Unit Value, Beginning of Period $ 13.403 $ 18.346 Accumulation Unit Value, End of Period $ 18.346 $ 21.186 Number of Units Outstanding, End of Period 0 188 VAN KAMPEN UIF VALUE SUB-ACCOUNT/(3)/ Accumulation Unit Value, Beginning of Period $ 9.279 $ 12.300 Accumulation Unit Value, End of Period $ 12.300 $ 13.085 Number of Units Outstanding, End of Period 1,016 1,117 *The Contracts were first offered on November 10, 1998. The Accumulation Unit Values in this table reflect a mortality and expense risk charge of 1.05% and an administrative expense charge of 0.10%. All of the Variable Sub-Accounts commenced operations on or before November 10, 1998. The Accumulation Unit information shown for 2004 is for the period beginning January 1 and ending September 30. (1) Effective April 30, 2004, AIM VI. Global Utilities Fund - Series I was merged into INVESCO VIF-Utilities Fund - Series I. Effective October 15, 2004, INVESCO VIF-Utilities Fund - Series I changed its name to AIM V.I. Utilities Fund - Series I. We have made a corresponding change in the name of the Variable Sub-Account that invests in this Portfolio. (2) Effective May 1, 2002, the Goldman Sachs VIT Global Income Sub-Account closed to new investors. (3) Effective May 1, 2004, the Morgan Stanley UIF Portfolios were rebranded the Van Kampen UIF Portfolios. (4) Effective May 1, 2002, Van Kampen UIF Fixed Income Portfolio, Class I changed its name to Van Kampen UIF Core Plus Fixed Income Portfolio, Class I. We have made a corresponding change in the name of the Variable Sub-Account that invests in this Portfolio. (5) Effective May 1, 2001, Van Kampen UIF Global Equity Portfolio, Class I changed its name to Van Kampen UIF Global Value Equity Portfolio, Class I. The investment objective for this Portfolio has not changed. We have made a corresponding change in the name of the Variable Sub-Account that invests in this Portfolio. 43 PROSPECTUS

(6) Effective May 1, 2003, Van Kampen UIF Mid Cap Value Portfolio, Class I changed its name to Van Kampen UIF U.S. Mid Cap Core Portfolio, Class I. Effective May 1, 2004, Van Kampen UIF U.S. Mid Cap Core Portfolio, Class I changed its name to Van Kampen UIF U.S. Mid Cap Value Portfolio, Class I. 44 PROSPECTUS

ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH VARIABLE SUB-ACCOUNT SINCE CONTRACTS WERE FIRST OFFERED* - -------------------------------------------------------------------------------- WITH ENHANCED DEATH AND INCOME BENEFIT COMBINATION RIDER For the Years Beginning January 1 and Ending December 31,* 1998 1999 2000 2001 2002 AIM V.I. BALANCED SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.73 $ 12.60 $ 11.88 $ 10.36 Accumulation Unit Value, End of Period $10.73 $ 12.60 $ 11.88 $ 10.36 $ 8.450 Number of Units Outstanding, End of Period 0 43121 101,781 94,585 89,074 AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.39 $ 16.21 $ 14.22 $ 10.73 Accumulation Unit Value, End of Period $11.39 $ 16.21 $ 14.22 $ 10.73 $ 7.991 Number of Units Outstanding, End of Period 0 16,046 122,768 129,783 103,573 AIM V.I. CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.36 $ 15.01 $ 12.63 $ 9.59 Accumulation Unit Value, End of Period $11.36 $ 15.01 $ 12.63 $ 9.59 $ 7.966 Number of Units Outstanding, End of Period 0 11,459 66,400 69,341 55,288 AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.21 $ 9.86 $ 9.78 $ 9.97 Accumulation Unit Value, End of Period $10.21 $ 9.86 $ 9.78 $ 9.97 $ 10.034 Number of Units Outstanding, End of Period 0 1,484 1,484 1,484 1,484 AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period $10.00 $ 10.72 $ 14.09 $ 14.09 $ 10.90 Accumulation Unit Value, End of Period $10.72 $ 14.09 $ 13.59 $ 10.90 $ 7.048 Number of Units Outstanding, End of Period 0 0 0 0 0 AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.38 $ 9.80 $ 10.63 $ 10.99 Accumulation Unit Value, End of Period $10.38 $ 9.80 $ 10.63 $ 10.99 $ 12.007 Number of Units Outstanding, End of Period 0 0 0 0 0 AIM V.I. GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.82 $ 15.74 $ 12.32 $ 8.02 Accumulation Unit Value, End of Period $11.82 $ 15.74 $ 12.32 $ 8.02 $ 5.445 Number of Units Outstanding, End of Period 0 21,246 108,292 112,689 104,501 AIM V.I. HIGH YIELD SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.31 $ 11.22 $ 8.94 $ 8.36 Accumulation Unit Value, End of Period $10.31 $ 11.22 $ 8.94 $ 8.36 $ 7.748 Number of Units Outstanding, End of Period 0 185 10,889 11,220 12,011 AIM V.I. INTERNATIONAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.68 $ 16.30 $ 11.81 $ 8.89 Accumulation Unit Value, End of Period $10.68 $ 16.30 $ 11.81 $ 8.89 $ 7.374 Number of Units Outstanding, End of Period 0 2,943 3,483 3,178 2,927 AIM V.I. PREMIER EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.51 $ 14.73 $ 12.37 $ 10.65 Accumulation Unit Value, End of Period $11.51 $ 14.73 $ 12.37 $ 10.65 $ 7.307 Number of Units Outstanding, End of Period 0 34,288 159,570 160,343 126,176 AIM V.I. UTILITIES SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- -- -- -- -- Accumulation Unit Value, End of Period -- -- -- -- -- Number of Units Outstanding, End of Period -- -- -- -- -- DREYFUS SOCIALLY RESPONSIBLE GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.77 $ 14.33 $ 12.55 $ 9.56 Accumulation Unit Value, End of Period $10.77 $ 14.33 $ 12.55 $ 9.56 $ 6.685 Number of Units Outstanding, End of Period 0 5,493 7,121 6,350 5,661 45 PROSPECTUS

DREYFUS STOCK INDEX SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.87 $ 12.90 $ 11.52 $ 9.96 Accumulation Unit Value, End of Period $10.87 $ 12.90 $ 11.52 $ 9.96 $ 7.610 Number of Units Outstanding, End of Period 0 19,955 21,326 19,024 16,309 DREYFUS VIF GROWTH & INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.64 $ 12.40 $ 11.75 $ 10.89 Accumulation Unit Value, End of Period $10.64 $ 12.40 $ 11.75 $ 10.89 $ 8.000 Number of Units Outstanding, End of Period 0 3,983 3,676 3,568 2,993 DREYFUS VIF MONEY MARKET SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.04 $ 10.36 $ 10.81 $ 11.06 Accumulation Unit Value, End of Period $10.04 $ 10.36 $ 10.81 $ 11.06 $ 11.042 Number of Units Outstanding, End of Period 0 577 489 16,157 14,874 DREYFUS VIF SMALL COMPANY STOCK SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.65 $ 11.60 $ 12.39 $ 12.01 Accumulation Unit Value, End of Period $10.65 $ 11.60 $ 12.39 $ 12.01 $ 9.491 Number of Units Outstanding, End of Period 0 2,542 2,538 2,047 1,716 FIDELITY VIP CONTRAFUND/(R)/ SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.65 $ 14.26 $ 13.10 $ 11.32 Accumulation Unit Value, End of Period $11.65 $ 14.26 $ 13.10 $ 11.32 $ 10.096 Number of Units Outstanding, End of Period 0 32,161 13,1791 134,375 114,720 FIDELITY VIP EQUITY-INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.47 $ 10.96 $ 11.70 $ 10.94 Accumulation Unit Value, End of Period $10.47 $ 10.96 $ 11.70 $ 10.94 $ 8.946 Number of Units Outstanding, End of Period 0 11,621 45,849 55,016 54,937 FIDELITY VIP GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.19 $ 15.15 $ 13.27 $ 10.76 Accumulation Unit Value, End of Period $11.19 $ 15.15 $ 13.27 $ 10.76 $ 7.399 Number of Units Outstanding, End of Period 0 22,088 151,189 149,935 123,919 FIDELITY VIP HIGH INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.43 $ 11.10 $ 8.47 $ 7.36 Accumulation Unit Value, End of Period $10.43 $ 11.10 $ 8.47 $ 7.36 $ 7.493 Number of Units Outstanding, End of Period 0 3,667 31,190 24,128 17,717 GOLDMAN SACHS VIT CAPITAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.09 $ 13.92 $ 12.61 $ 10.62 Accumulation Unit Value, End of Period $11.09 $ 13.92 $ 12.61 $ 10.62 $ 7.906 Number of Units Outstanding, End of Period 0 2,449 4,173 2,958 3,144 GOLDMAN SACHS CORE/SM/ SMALL CAP EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.59 $ 12.30 $ 12.32 $ 12.67 Accumulation Unit Value, End of Period $10.59 $ 12.30 $ 12.32 $ 12.67 $ 10.607 Number of Units Outstanding, End of Period 0 17,918 18,069 17,077 13,981 GOLDMAN SACHS VIT CORE/SM/ U.S. EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.89 $ 13.39 $ 11.91 $ 10.32 Accumulation Unit Value, End of Period $10.89 $ 13.39 $ 11.91 $ 10.32 $ 7.935 Number of Units Outstanding, End of Period 0 20,515 23,250 20,215 16,365 GOLDMAN SACHS VIT GLOBAL INCOME SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period $10.00 $ 9.66 $ 9.87 $ 10.60 -- Accumulation Unit Value, End of Period $ 9.66 $ 9.87 $ 10.60 $ 10.94 -- Number of Units Outstanding, End of Period 0 0 0 0 0 GOLDMAN SACHS VIT GROWTH AND INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 9.93 $ 10.41 $ 9.76 $ 8.71 Accumulation Unit Value, End of Period $ 9.93 $ 10.41 $ 9.76 $ 8.71 $ 7.603 Number of Units Outstanding, End of Period 0 2,081 2,047 1,386 820 GOLDMAN SACHS VIT INTERNATIONAL EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.84 $ 14.18 $ 12.12 $ 9.27 Accumulation Unit Value, End of Period $10.84 $ 14.18 $ 12.12 $ 9.27 $ 7.453 Number of Units Outstanding, End of Period 0 0 1,812 1,812 1,812 46 PROSPECTUS

MFS EMERGING GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.94 $ 20.78 $ 16.44 $ 10.76 Accumulation Unit Value, End of Period $11.94 $ 20.78 $ 16.44 $ 10.76 $ 7.017 Number of Units Outstanding, End of Period 0 19,189 64,075 65,183 58,274 MFS INVESTORS TRUST SERIES Accumulation Unit Value, Beginning of Period $10.00 $ 10.81 $ 11.35 $ 11.16 $ 9.23 Accumulation Unit Value, End of Period $10.81 $ 11.35 $ 11.16 $ 9.23 $ 7.179 Number of Units Outstanding, End of Period 0 4,808 11,160 9,277 7,991 MFS NEW DISCOVERY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.38 $ 19.42 $ 18.74 $ 17.51 Accumulation Unit Value, End of Period $11.38 $ 19.42 $ 18.74 $ 17.51 $ 11.785 Number of Units Outstanding, End of Period 0 707 1,509 913 1,214 NEUBERGER BERMAN AMT GUARDIAN SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.80 $ 12.22 $ 12.17 $ 11.79 Accumulation Unit Value, End of Period $10.80 $ 12.22 $ 12.17 $ 11.79 $ 8.537 Number of Units Outstanding, End of Period 0 1,924 1,415 1,315 756 NEUBERGER BERMAN AMT MID CAP GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 12.12 $ 18.36 $ 16.72 $ 12.40 Accumulation Unit Value, End of Period $12.12 $ 18.36 $ 16.72 $ 12.40 $ 8.625 Number of Units Outstanding, End of Period 0 64 1,853 1,852 1,850 NEUBERGER BERMAN AMT PARTNERS SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.30 $ 10.89 $ 10.79 $ 10.32 Accumulation Unit Value, End of Period $10.30 $ 10.89 $ 10.79 $ 10.32 $ 7.706 Number of Units Outstanding, End of Period 0 17,996 16,330 16,031 12,781 VAN KAMPEN UIF CORE PLUS FIXED INCOME SUB-ACCOUNT/(3)(4)/ Accumulation Unit Value, Beginning of Period $10.00 $ 10.15 $ 9.82 $ 10.75 $ 11.40 Accumulation Unit Value, End of Period $10.15 $ 9.82 $ 10.75 $ 11.40 $ 12.214 Number of Units Outstanding, End of Period 0 0 0 0 0 VAN KAMPEN UIF EQUITY GROWTH SUB-ACCOUNT/(3)/ Accumulation Unit Value, Beginning of Period $10.00 $ 10.94 $ 15.02 $ 13.04 $ 10.90 Accumulation Unit Value, End of Period $10.94 $ 15.02 $ 13.04 $ 10.90 $ 7.737 Number of Units Outstanding, End of Period 0 7,464 11,011 9,643 8,976 VAN KAMPEN UIF GLOBAL VALUE EQUITY SUB-ACCOUNT/(3)(5)/ Accumulation Unit Value, Beginning of Period $10.00 $ 10.42 $ 10.69 $ 11.72 $ 10.72 Accumulation Unit Value, End of Period $10.42 $ 10.69 $ 11.72 $ 10.72 $ 8.775 Number of Units Outstanding, End of Period 0 245 363 244 243 VAN KAMPEN UIF INTERNATIONAL MAGNUM SUB-ACCOUNT/(3)/ Accumulation Unit Value, Beginning of Period $10.00 $ 10.38 $ 12.79 $ 11.03 $ 9.43 Accumulation Unit Value, End of Period $10.38 $ 12.79 $ 11.03 $ 9.43 $ 7.172 Number of Units Outstanding, End of Period 0 0 0 0 0 VAN KAMPEN UIF U.S. MID CAP VALUE SUB-ACCOUNT/(3)(6)/ Accumulation Unit Value, Beginning of Period $10.00 $ 10.96 $ 13.01 $ 14.18 $ 13.52 Accumulation Unit Value, End of Period $10.96 $ 13.01 $ 14.18 $ 13.52 $ 9.576 Number of Units Outstanding, End of Period 0 1,788 4,089 2,772 3,137 VAN KAMPEN UIF U.S. REAL ESTATE SUB-ACCOUNT/(3)/ Accumulation Unit Value, Beginning of Period $10.00 $ 10.17 $ 9.86 $ 12.55 $ 14.00 Accumulation Unit Value, End of Period $10.17 $ 9.86 $ 12.55 $ 14.00 $ 13.161 Number of Units Outstanding, End of Period 0 0 0 0 0 VAN KAMPEN UIF VALUE SUB-ACCOUNT/(3)/ Accumulation Unit Value, Beginning of Period $10.00 $ 9.95 $ 9.61 $ 11.82 $ 11.89 Accumulation Unit Value, End of Period $ 9.95 $ 9.61 $ 11.82 $ 11.89 $ 9.112 Number of Units Outstanding, End of Period 0 17,465 16,697 15,426 12,180 47 PROSPECTUS

For the Years Beginning January 1 and Ending December 2003 2004 31,* AIM V.I. BALANCED SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.450 $ 9.677 Accumulation Unit Value, End of Period $ 9.677 $ 9.611 Number of Units Outstanding, End of Period 79,043 63,895 AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.991 $ 10.187 Accumulation Unit Value, End of Period $ 10.187 $ 9.754 Number of Units Outstanding, End of Period 93,396 82,252 AIM V.I. CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.966 $ 9.755 Accumulation Unit Value, End of Period $ 9.755 $ 9.773 Number of Units Outstanding, End of Period 49,921 50,120 AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.034 $ 10.789 Accumulation Unit Value, End of Period $ 10.789 $ 11.060 Number of Units Outstanding, End of Period 134 0 AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period $ 7.048 $ 8.257 Accumulation Unit Value, End of Period $ 8.257 $ 8.288 Number of Units Outstanding, End of Period 0 0 AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 12.007 $ 11.944 Accumulation Unit Value, End of Period $ 11.944 $ 12.034 Number of Units Outstanding, End of Period 0 0 AIM V.I. GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 5.445 $ 7.034 Accumulation Unit Value, End of Period $ 7.034 $ 6.800 Number of Units Outstanding, End of Period 105,887 101,131 AIM V.I. HIGH YIELD SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.748 $ 9.765 Accumulation Unit Value, End of Period $ 9.765 10.247 Number of Units Outstanding, End of Period 11,842 11,271 AIM V.I. INTERNATIONAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.374 $ 9.368 Accumulation Unit Value, End of Period $ 9.368 $ 9.972 Number of Units Outstanding, End of Period 2,660 530 AIM V.I. PREMIER EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.307 $ 8.996 Accumulation Unit Value, End of Period $ 8.996 $ 8.665 Number of Units Outstanding, End of Period 117,821 102,217 AIM V.I. UTILITIES SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- $ 10.000 Accumulation Unit Value, End of Period -- $ 10.876 Number of Units Outstanding, End of Period -- 0 DREYFUS SOCIALLY RESPONSIBLE GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 6.685 $ 8.290 Accumulation Unit Value, End of Period $ 8.290 $ 7.993 Number of Units Outstanding, End of Period 7,252 5,120 DREYFUS STOCK INDEX SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.610 $ 9.614 Accumulation Unit Value, End of Period $ 9.614 $ 9.595 Number of Units Outstanding, End of Period 13,791 17,721 DREYFUS VIF GROWTH & INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.000 $ 9.967 Accumulation Unit Value, End of Period $ 9.967 $ 9.649 Number of Units Outstanding, End of Period 1,614 1,674 48 PROSPECTUS

DREYFUS VIF MONEY MARKET SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 11.042 $ 10.944 Accumulation Unit Value, End of Period $ 10.944 $ 10.867 Number of Units Outstanding, End of Period 7,405 1,510 DREYFUS VIF SMALL COMPANY STOCK SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 9.491 $ 13.352 Accumulation Unit Value, End of Period $ 13.352 $ 14.057 Number of Units Outstanding, End of Period 1,714 1,713 FIDELITY VIP CONTRAFUND/(R)/ SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.096 $ 12.765 Accumulation Unit Value, End of Period $ 12.765 $ 13.340 Number of Units Outstanding, End of Period 105,800 98,026 FIDELITY VIP EQUITY-INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.946 $ 11.475 Accumulation Unit Value, End of Period $ 11.475 $ 11.575 Number of Units Outstanding, End of Period 59,907 58,079 FIDELITY VIP GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.399 $ 9.675 Accumulation Unit Value, End of Period $ 9.675 $ 9.112 Number of Units Outstanding, End of Period 111,514 99,339 FIDELITY VIP HIGH INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.493 $ 9.385 Accumulation Unit Value, End of Period $ 9.385 $ 9.714 Number of Units Outstanding, End of Period 16,572 15,444 GOLDMAN SACHS VIT CAPITAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.906 $ 9.628 Accumulation Unit Value, End of Period $ 9.628 $ 9.464 Number of Units Outstanding, End of Period 3,053 3,013 GOLDMAN SACHS CORE/SM/ SMALL CAP EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.607 $ 15.243 Accumulation Unit Value, End of Period $ 15.243 $ 15.701 Number of Units Outstanding, End of Period 12,774 12,650 GOLDMAN SACHS VIT CORE/SM/ U.S. EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.935 $ 10.112 Accumulation Unit Value, End of Period $ 10.112 $ 10.505 Number of Units Outstanding, End of Period 15,131 14,610 GOLDMAN SACHS VIT GLOBAL INCOME SUB-ACCOUNT/(2)/ Accumulation Unit Value, Beginning of Period -- -- Accumulation Unit Value, End of Period -- -- Number of Units Outstanding, End of Period -- -- GOLDMAN SACHS VIT GROWTH AND INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.603 $ 9.305 Accumulation Unit Value, End of Period $ 9.305 $ 9.986 Number of Units Outstanding, End of Period 819 818 GOLDMAN SACHS VIT INTERNATIONAL EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.453 $ 9.939 Accumulation Unit Value, End of Period $ 9.939 $ 9.697 Number of Units Outstanding, End of Period 1,812 1,812 MFS EMERGING GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.017 $ 8.994 Accumulation Unit Value, End of Period $ 8.994 $ 8.790 Number of Units Outstanding, End of Period 53,387 46,204 MFS INVESTORS TRUST SERIES Accumulation Unit Value, Beginning of Period $ 7.179 $ 8.631 Accumulation Unit Value, End of Period $ 8.631 $ 8.583 Number of Units Outstanding, End of Period 6,780 6,887 49 PROSPECTUS

MFS NEW DISCOVERY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 11.785 $ 15.511 Accumulation Unit Value, End of Period $ 15.511 $ 14.284 Number of Units Outstanding, End of Period 2,605 2,604 NEUBERGER BERMAN AMT GUARDIAN SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.537 $ 11.072 Accumulation Unit Value, End of Period $ 11.072 $ 11.434 Number of Units Outstanding, End of Period 629 779 NEUBERGER BERMAN AMT MID CAP GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.625 $ 10.872 Accumulation Unit Value, End of Period $ 10.872 $ 11.066 Number of Units Outstanding, End of Period 1,848 1,847 NEUBERGER BERMAN AMT PARTNERS SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.706 $ 10.246 Accumulation Unit Value, End of Period $ 10.246 $ 10.717 Number of Units Outstanding, End of Period 11,778 11,662 VAN KAMPEN UIF CORE PLUS FIXED INCOME SUB-ACCOUNT/(3)(4)/ Accumulation Unit Value, Beginning of Period $ 12.214 $ 12.579 Accumulation Unit Value, End of Period $ 12.579 $ 12.827 Number of Units Outstanding, End of Period 1,130 1,997 VAN KAMPEN UIF EQUITY GROWTH SUB-ACCOUNT/(3)/ Accumulation Unit Value, Beginning of Period $ 7.737 $ 9.513 Accumulation Unit Value, End of Period $ 9.513 $ 9.203 Number of Units Outstanding, End of Period 8,598 8,461 VAN KAMPEN UIF GLOBAL VALUE EQUITY SUB-ACCOUNT/(3)(5)/ Accumulation Unit Value, Beginning of Period $ 8.775 $ 11.138 Accumulation Unit Value, End of Period $ 11.138 $ 11.221 Number of Units Outstanding, End of Period 243 243 VAN KAMPEN UIF INTERNATIONAL MAGNUM SUB-ACCOUNT/(3)/ Accumulation Unit Value, Beginning of Period $ 7.172 $ 8.994 Accumulation Unit Value, End of Period $ 8.994 $ 9.093 Number of Units Outstanding, End of Period 0 0 VAN KAMPEN UIF U.S. MID CAP VALUE SUB-ACCOUNT/(3)(6)/ Accumulation Unit Value, Beginning of Period $ 9.576 $ 13.337 Accumulation Unit Value, End of Period $ 13.337 $ 13.582 Number of Units Outstanding, End of Period 4,792 4,746 VAN KAMPEN UIF U.S. REAL ESTATE SUB-ACCOUNT /(3)/ Accumulation Unit Value, Beginning of Period $ 13.161 $ 17.935 Accumulation Unit Value, End of Period $ 17.935 $ 20.644 Number of Units Outstanding, End of Period 0 0 VAN KAMPEN UIF VALUE SUB-ACCOUNT/(3)/ Accumulation Unit Value, Beginning of Period $ 9.112 $ 12.025 Accumulation Unit Value, End of Period $ 12.025 $ 12.750 Number of Units Outstanding, End of Period 12,203 12,370 *The Contracts were first offered on November 10, 1998. The Accumulation Unit Values in this table reflect a mortality and expense risk charge of 1.49% and an administrative expense charge of 0.10%. All of the Variable Sub-Accounts commenced operations on or before November 10, 1998. The Accumulation Unit information shown for 2004 is for the period beginning January 1 and ending September 30. (1) Effective April 30, 2004, AIM VI. Global Utilities Fund - Series I was merged into INVESCO VIF-Utilities Fund - Series I. Effective October 15, 2004, INVESCO VIF-Utilities Fund - Series I changed its name to AIM V.I. Utilities Fund - Series I. We have made a corresponding change in the name of the Variable Sub-Account that invests in this Portfolio. (2) Effective May 1, 2002, the Goldman Sachs VIT Global Income Sub-Account closed to new investors. (3) Effective May 1, 2004, the Morgan Stanley UIF Portfolios were rebranded the Van Kampen UIF Portfolios. (4) Effective May 1, 2002, Van Kampen UIF Fixed Income Portfolio, Class I changed its name to Van Kampen UIF Core Plus Fixed Income Portfolio, Class I. We have made a corresponding change in the name of the Variable Sub-Account that invests in this Portfolio. (5) Effective May 1, 2001, Van Kampen UIF Global Equity Portfolio, Class I changed its name to Van Kampen UIF Global Value Equity Portfolio, Class I. The investment objective for this Portfolio has not changed. We have made a corresponding change in the name of the Variable Sub-Account that invests in this Portfolio. 50 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 Guarantee Period for the week preceding the establishment of the Guarantee Period. N = the number of whole and partial years from the date we receive the withdrawal, transfer, or death benefit request, or from the Payout Start Date to the end of the Guarantee Period. J = the Treasury Rate for a maturity equal to the Guarantee Period for the week preceding the receipt of the withdrawal, transfer, death benefit, or income payment request. If a Note with a maturity of the original Guarantee Period is not available, we determine an appropriate interest rate based on an interpolation of the next shortest duration and next longest duration Notes. Treasury Rate means the U.S. Treasury Note Constant Maturity yield as reported in Federal Reserve Bulletin Release H.15. *If a U.S. Treasury Note ("Note") with a maturity of the Guarantee Period is not available, we will determine an appropriate interest rate based on an interpolation of the next shortest duration and next longest duration Notes. The Market Value Adjustment factor is determined from the following formula: .9 X [I-(J + .0025)] X N To determine the Market Value Adjustment, we will multiply the Market Value Adjustment factor by the amount transferred, withdrawn (in excess of the Free Withdrawal Amount), paid as a death benefit, or applied to an Income Plan from a Guarantee Period at any time other than during the 30 day period after such Guarantee Period expires. 52 PROSPECTUS

EXAMPLES OF MARKET VALUE ADJUSTMENT - -------------------------------------------------------------------------------- Purchase Payment: $10,000 allocated to a Guarantee Period Guarantee Period: 5 years Interest Rate: 4.50% Full Surrender: End of Contract Year 3 NOTE: These examples assume that premium taxes are not applicable. Example 1 (Assumes declining interest rates) Step 1. Calculate Contract Value $10,000.00 X (1.045)/3 /= $11,411.66 at End of Contract Year 3: Step 2. Calculate the Free .15 X ($10,000.00) = $1,500.00 Withdrawal Amount: I = 4.5% Step 3. Calculate the Withdrawal J = 4.2% Charge: N = 730 days =2 -------- Step 4. Calculate the Market 365 days Value Adjustment: Market Value Adjustment Factor: .9 X [I - (J + .0025)] X N = .9 X [.045 - (.042 + .0025)] X 2 = .0009 Market Value Adjustment = Market Value Adjustment Factor X Amount Subject to Market Value Adjustment: = .0009 X ($11,411.66 - $1,500.00) = $8.92 Step 5. Calculate the amount $11,411.66 + $8.92 = $11,420.58 received by a Contract Owner as a result of full withdrawal at the end of Contract Year 3: EXAMPLE 2: (ASSUMES RISING INTEREST RATES) Step 1. Calculate Contract Value $10,000.00 X (1.045)/3 /= $11,411.66 at End of Contract Year 3: Step 2. Calculate the Free .15 X ($10,000.00) = $1,500.00 Withdrawal Amount: I = 4.5% Step 3. Calculate the Withdrawal J = 4.8% Charge: N = 730 days =2 -------- Step 4. Calculate the Market 365 days Value Adjustment: Market Value Adjustment Factor: .9 X [I - (J + .0025)] X N = .9 X [.045 - (.048 + .0025)] X 2 = -.0099 Market Value Adjustment = Market Value Adjustment Factor X Amount Subject to Market Value Adjustment: = -.0099 X ($11,411.66 - $1,500.00) = -$98.13 Step 5. Calculate the amount $11,411.66 - $98.13 = $11,313.53 received by a Contract Owner as a result of full withdrawal at the end of Contract Year 3: 53 PROSPECTUS

THE ALLSTATE\\(R)\\ PROVIDER VARIABLE ANNUITY (formerly referred to as "The Glenbrook Provider Variable Annuity") ALLSTATE LIFE INSURANCE COMPANY STREET ADDRESS: 2940 S. 84TH STREET, LINCOLN, NE 68506-4142 MAILING ADDRESS: P.O. BOX 80469, LINCOLN, NE 68501-0469 TELEPHONE NUMBER: 1-800-755-5275 PROSPECTUS DATED JANUARY 3, 2005 ------------------------------------------------------------------------------- Allstate Life Insurance Company ("Allstate Life") is offering the Allstate\\(R)\\ Provider Variable Annuity, an individual flexible premium deferred variable annuity contract ("CONTRACT"). This prospectus contains information about the Contract that you should know before investing. Please keep it for future reference. The Contract currently offers 42 "INVESTMENT ALTERNATIVEs". The investment alternatives include 3 fixed account options ("FIXED ACCOUNT OPTIONS") and 39 variable sub-accounts ("VARIABLE SUB-ACCOUNTS") of the Allstate Financial Advisors Separate Account I ("VARIABLE ACCOUNT"). Each Variable Sub-Account invests exclusively in shares of one of the portfolios ("PORTFOLIOS") of the following mutual funds ("FUNDS"): AIM VARIABLE INSURANCE FUNDS MFS/(R)/ VARIABLE INSURANCE TRUST/SM/ FEDERATED INSURANCE SERIES OPPENHEIMER VARIABLE ACCOUNT FUNDS FIDELITY/(R)/ VARIABLE INSURANCE PUTNAM VARIABLE TRUST PRODUCTS STI CLASSIC VARIABLE TRUST FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST Not all of the Funds and/or Portfolios, however, may be available with your Contract. You should check with your representative for further information on the availability of Funds and/or Portfolios. Your annuity application will list all available Portfolios. WE (Allstate Life) have filed a Statement of Additional Information, dated January 3, 2005, 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 59 of this prospectus. For a free copy, please write or call us at the address or telephone number above, or go to the SEC's Web site (http:// www.sec.gov). You can find other information and documents about us, including documents that are legally part of this prospectus, at the SEC's Web site. THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THE SECURITIES DESCRIBED IN THIS PROSPECTUS, NOR HAS IT PASSED UPON 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. 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 11 - -------------------------------------------------------------------------------- Purchases 12 - -------------------------------------------------------------------------------- Contract Value 13 - -------------------------------------------------------------------------------- Investment Alternatives 14 - -------------------------------------------------------------------------------- The Variable Sub-Accounts 14 - -------------------------------------------------------------------------------- The Fixed Account Options 16 - -------------------------------------------------------------------------------- Transfers 18 - -------------------------------------------------------------------------------- Expenses 21 - -------------------------------------------------------------------------------- Access To Your Money 23 - -------------------------------------------------------------------------------- PAGE - -------------------------------------------------------------------------------- Income Payments 23 - -------------------------------------------------------------------------------- Death Benefits 25 - -------------------------------------------------------------------------------- OTHER INFORMATION - -------------------------------------------------------------------------------- More Information: 29 - -------------------------------------------------------------------------------- Allstate Life 29 - -------------------------------------------------------------------------------- The Variable Account 29 - -------------------------------------------------------------------------------- The Portfolios 29 - -------------------------------------------------------------------------------- The Contract 30 - -------------------------------------------------------------------------------- Non-Qualified Annuities Held Within a Qualified Plan 30 - -------------------------------------------------------------------------------- Legal Matters 30 - -------------------------------------------------------------------------------- Taxes 32 - -------------------------------------------------------------------------------- Annual Reports and Other Documents 38 - -------------------------------------------------------------------------------- APPENDIX A-ACCUMULATION UNIT VALUES 39 - -------------------------------------------------------------------------------- APPENDIX B-MARKET VALUE ADJUSTMENT EXAMPLE 57 - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS 59 - -------------------------------------------------------------------------------- 2 PROSPECTUS

IMPORTANT TERMS - -------------------------------------------------------------------------------- This prospectus uses a number of important terms that you may not be familiar with. The index below identifies the page that describes each term. The first use of each term in this prospectus appears in highlights. PAGE - -------------------------------------------------------------------------------- Accumulation Phase 6 - -------------------------------------------------------------------------------- Accumulation Unit 10 - -------------------------------------------------------------------------------- Accumulation Unit Value 10 - -------------------------------------------------------------------------------- Anniversary Values 28 - -------------------------------------------------------------------------------- Annuitant 11 - -------------------------------------------------------------------------------- Automatic Additions Plan 12 - -------------------------------------------------------------------------------- Automatic Portfolio Rebalancing Program 20 - -------------------------------------------------------------------------------- Beneficiary 11 - -------------------------------------------------------------------------------- Cancellation Period 12 - -------------------------------------------------------------------------------- Contract* 11 - -------------------------------------------------------------------------------- Contract Anniversary 5 - -------------------------------------------------------------------------------- Contract Owner (You) 11 - -------------------------------------------------------------------------------- Contract Value 13 - -------------------------------------------------------------------------------- Contract Year 4 - -------------------------------------------------------------------------------- Death Benefit Anniversary 27 - -------------------------------------------------------------------------------- Death Proceeds 27 - -------------------------------------------------------------------------------- Dollar Cost Averaging Program 20 - -------------------------------------------------------------------------------- Due Proof of Death 27 - -------------------------------------------------------------------------------- Enhanced Death Benefit Rider 27 - -------------------------------------------------------------------------------- Enhanced Death and Income Benefit Combination Rider 28 - -------------------------------------------------------------------------------- Enhanced Death and Income Benefit Combination Rider II 28 - -------------------------------------------------------------------------------- PAGE - -------------------------------------------------------------------------------- Fixed Account Options 16 - -------------------------------------------------------------------------------- Free Withdrawal Amount 21 - -------------------------------------------------------------------------------- Funds 1 - -------------------------------------------------------------------------------- Allstate Life ("We" or "Us") 29 - -------------------------------------------------------------------------------- Guarantee Periods 17 - -------------------------------------------------------------------------------- Income Plan 23 - -------------------------------------------------------------------------------- Investment Alternatives 18 - -------------------------------------------------------------------------------- Issue Date 6 - -------------------------------------------------------------------------------- Market Value Adjustment 18 - -------------------------------------------------------------------------------- Payout Phase 6 - -------------------------------------------------------------------------------- Payout Start Date 23 - -------------------------------------------------------------------------------- Portfolios 29 - -------------------------------------------------------------------------------- Qualified Contracts 34 - -------------------------------------------------------------------------------- SEC 1 - -------------------------------------------------------------------------------- Settlement Value 27 - -------------------------------------------------------------------------------- Systematic Withdrawal Program 23 - -------------------------------------------------------------------------------- Valuation Date 12 - -------------------------------------------------------------------------------- Variable Account 1 - -------------------------------------------------------------------------------- Variable Sub-Account 1 - -------------------------------------------------------------------------------- * In certain states the Contract is available only as a group Contract. If you purchase a group Contract, we will issue you a certificate that represents your ownership and that summarizes the provisions of the group Contract. References to "Contract" in this prospectus include certificates, unless the context requires otherwise. 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 $3,000 ($2,000 for "QUALIFIED CONTRACTS", which are Contracts issued within QUALIFIED PLANS). You can add to your Contract as often and as much as you like, but each payment must be at least $50. - ------------------------------------------------------------------------------- RIGHT TO CANCEL You may cancel your Contract within 20 days of receipt or any longer period as your state may require ("CANCELLATION PERIOD"). Upon cancellation, we will return your purchase payments adjusted, to the extent federal or state law permits, to reflect the investment experience of any amounts allocated to the Variable Account. - ------------------------------------------------------------------------------- EXPENSES You will bear the following expenses: .Total Variable Account annual fees equal to 1.15% of average daily net assets (1.37% if you select the ENHANCED DEATH BENEFIT RIDER; 1.59% if you selected the ENHANCED DEATH AND INCOME BENEFIT COMBINATION RIDER (for Contracts issued before September 22, 2000); and 1.65% if you select the ENHANCED DEATH AND INCOME BENEFIT COMBINATION RIDER II (for Contracts issued on or after September 22, 2000) .Annual contract maintenance charge of $35 (with certain exceptions) .Withdrawal charges ranging from 0% to 6% of purchase payment withdrawn (with certain exceptions) .Transfer fee of $10 after 12th transfer in any CONTRACT YEAR (fee currently waived) . State premium tax (if your state imposes one) In addition, each Portfolio pays expenses that you will bear indirectly if you invest in a Variable Sub-Account. - ------------------------------------------------------------------------------- INVESTMENT The Contract offers 42 investment alternatives ALTERNATIVES including: .3 Fixed Account Options (which credit interest at rates we guarantee) .39 Variable Sub-Accounts investing in Portfolios offering professional money management by these investment advisers: . A I M Advisors, Inc. . Federated Investment Management Company . Fidelity Management & Research Company . Franklin Advisers, Inc. . MFS/TM/ Investment Management . OppenheimerFunds, Inc. . Putnam Investment Management, LLC . Trusco Capital Management, 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 1-800-755-5275. - ------------------------------------------------------------------------------- 4 PROSPECTUS

SPECIAL SERVICES For your convenience, we offer these special services: . AUTOMATIC PORTFOLIO REBALANCING PROGRAM . AUTOMATIC ADDITIONS PROGRAM . DOLLAR COST AVERAGING PROGRAM . SYSTEMATIC WITHDRAWAL PROGRAM - ------------------------------------------------------------------------------- INCOME PAYMENTS You can choose fixed income payments, variable income payments, or a combination of the two. You can receive your income payments in one of the following ways: . life income with guaranteed payments .a "joint and survivor" life income with guaranteed payments .guaranteed payments for a specified period (5 to 30 years) - ------------------------------------------------------------------------------- DEATH BENEFITS If you or the ANNUITANT (if the Contract is owned by a non-natural person) die before the PAYOUT START DATE, we will pay the death benefit described in the Contract. We offer an Enhanced Death Benefit Rider and an Enhanced Death and Income Benefit Combination Rider II. - ------------------------------------------------------------------------------- TRANSFERS Before the Payout Start Date, you may transfer your Contract value ("CONTRACT VALUE") among the investment alternatives, with certain restrictions. Transfers to a GUARANTEE PERIOD of the Fixed Account must be at least $50. We do not currently impose a fee upon transfers. However, we reserve the right to charge $10 per transfer after the 12th transfer in each "Contract Year," which we measure from the date we issue your Contract or a Contract anniversary ("CONTRACT ANNIVERSARY"). - ------------------------------------------------------------------------------- WITHDRAWALS You may withdraw some or all of your Contract Value at any time prior to the Payout Start Date. In general, you must withdraw at least $50 at a time. Full or partial withdrawals are available under limited circumstances on or after the Payout Start Date. 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 42 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 any of the 3 Fixed Account Options, you will earn a fixed rate of interest that we declare periodically. If you invest in any of the 39 Variable Sub-Accounts, your investment return will vary up or down depending on the performance of the corresponding Portfolios. Second, the Contract can help you plan for retirement because you can use it to receive retirement income for life and/ or for a pre-set number of years, by selecting one of the income payment options (we call these "INCOME PLANS") described on page 23. You receive income payments during what we call the "PAYOUT PHASE" of the Contract, which begins on the Payout Start Date and continues until we make the last payment required by the Income Plan you select. During the Payout Phase, if you select a fixed income payment option, we guarantee the amount of your payments, which will remain fixed. If you select a variable income payment option, based on one or more of the Variable Sub-Accounts, the amount of your payments will vary up or down depending on the performance of the corresponding Portfolios. The amount of money you accumulate under your Contract during the Accumulation Phase and apply to an Income Plan will determine the amount of your income payments during the Payout Phase. The timeline below illustrates how you might use your Contract. Issue 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 none, the BENEFICIARY will exercise the rights and privileges provided by the Contract. See "The Contract." In addition, if you die before the Payout Start Date, we will pay a death benefit to any surviving Contract Owner, or if there is none, to your Beneficiary. See "Death Benefits." Please call us at 1-800-755-5275 if you have any questions about how the Contract works. 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 that may be imposed by the state where you reside. For more information about Variable Account expenses, see "Expenses," below. For more information about Portfolio expenses, please refer to the accompanying prospectuses for the Portfolios. 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+ Payment Being Withdrawn - -------------------------------------------------------------------------------------------- Applicable Charge 6% 6% 5% 5% 4% 3% 0% - -------------------------------------------------------------------------------------------- Annual Contract Maintenance Charge $35.00** - -------------------------------------------------------------------------------------------- Transfer Fee $10.00*** - -------------------------------------------------------------------------------------------- *Each Contract Year, you may withdraw up to 15% of your aggregate purchase payments without incurring a withdrawal charge. ** We will waive this charge in certain cases. See "Expenses." *** Applies solely to the thirteenth and subsequent transfers within a Contract Year, excluding transfers due to dollar cost averaging and automatic portfolio rebalancing. We are currently waiving the transfer fee. VARIABLE ACCOUNT ANNUAL EXPENSES (AS A PERCENTAGE OF DAILY NET ASSET VALUE DEDUCTED FROM EACH VARIABLE SUB-ACCOUNT) WITHOUT THE ENHANCED DEATH BENEFIT RIDER, ENHANCED DEATH AND INCOME BENEFIT COMBINATION RIDER, OR ENHANCED DEATH AND INCOME BENEFIT COMBINATION RIDER II Mortality and Expense Risk Charge 1.05% - ----------------------------------------------------------------------------------- Administrative Expense Charge 0.10% - ----------------------------------------------------------------------------------- Total Variable Account Annual Expense 1.15% - ----------------------------------------------------------------------------------- WITH THE ENHANCED DEATH BENEFIT RIDER Mortality and Expense Risk Charge 1.27% - ------------------------------------------------------------------------------- Administrative Expense Charge 0.10% - ------------------------------------------------------------------------------- Total Variable Account Annual Expense 1.37% - ------------------------------------------------------------------------------- WITH THE ENHANCED DEATH AND INCOME BENEFIT COMBINATION RIDER (FOR CONTRACTS ISSUED BEFORE SEPTEMBER 22, 2000) Mortality and Expense Risk Charge 1.49% - ------------------------------------------------------------------------------- Administrative Expense Charge 0.10% - ------------------------------------------------------------------------------- Total Variable Account Annual Expense 1.59% - ------------------------------------------------------------------------------- WITH THE ENHANCED DEATH AND INCOME BENEFIT COMBINATION RIDER II (FOR CONTRACTS ISSUED ON OR AFTER SEPTEMBER 22, 2000. Mortality and Expense Risk Charge 1.55% - ------------------------------------------------------------------------------- Administrative Expense Charge 0.10% - ------------------------------------------------------------------------------- Total Variable Account Annual Expense 1.65% - ------------------------------------------------------------------------------- 7 PROSPECTUS

PORTFOLIO ANNUAL EXPENSES (AS A PERCENTAGE OF PORTFOLIO AVERAGE DAILY NET ASSETS) (1) The next table shows the minimum and maximum total operating expenses charged by the Portfolios that you may pay periodically during the time that you own the Contract. Advisers and/or other service providers of certain Portfolios may have agreed to waive their fees and/or reimburse Portfolio expenses in order to keep the Portfolios' 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 Portfolio's fees and expenses appears in the prospectus for each Portfolio. ANNUAL PORTFOLIO EXPENSES - ---------------------------------------------------------------------------------- Minimum Maximum - ---------------------------------------------------------------------------------- Total Annual Portfolio Operating Expenses (expenses that are deducted from Portfolio assets, which may include management fees, distribution and/or services (12b-1) fees, 0.34% 3.91% and other expenses) - ---------------------------------------------------------------------------------- (1) Expenses are shown as a percentage of Portfolio average daily net assets (before any waiver or reimbursement) as of December 31, 2003. 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 Portfolio fees and expenses. The example below shows the dollar amount of expenses that you would bear directly or indirectly if you: .. invested $10,000 in a Variable Sub-Account, .. earned a 5% annual return on your investment, .. surrendered your Contract, or you began receiving income payments for a specified period of less than 120 months, at the end of each time period, and .. elected the Enhanced Death and Income Benefit Combination Rider II. The first line of the example assumes that the maximum fees and expenses of any of the Portfolios are charged. The second line of the example assumes that the minimum fees and expenses of any of the Portfolios 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. 1 Year 3 Years 5 Years 10 Years - ------------------------------------------------------------------------------------------------------- Costs Based on Maximum Annual $108 $212 $306 $552 Portfolio Expenses - ------------------------------------------------------------------------------------------------------- Costs Based on Minimum Annual $ 71 $106 $134 $233 Portfolio Expenses - ------------------------------------------------------------------------------------------------------- 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. 1 Year 3 Years 5 Years 10 Years - -------------------------------------------------------------------------------------- Costs Based on Maximum Annual Portfolio $57 $170 $281 $552 Expenses - -------------------------------------------------------------------------------------- Costs Based on Minimum Annual Portfolio $20 $ 63 $108 $233 Expenses - -------------------------------------------------------------------------------------- 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 PORTFOLIO 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 8 PROSPECTUS

MORTALITY AND EXPENSE RISK CHARGE OF 1.55%, AN ADMINISTRATIVE EXPENSE CHARGE OF 0.10%, AND AN ANNUAL CONTRACT MAINTENANCE CHARGE OF $35. IF NO RIDER WERE ELECTED, OR IF THE ENHANCED DEATH BENEFIT RIDER OR ENHANCED DEATH AND INCOME BENEFIT COMBINATION RIDER WERE ELECTED, THE EXPENSE FIGURES SHOWN ABOVE WOULD BE SLIGHTLY LOWER. THE ABOVE EXAMPLES ALSO ASSUME TOTAL ANNUAL PORTFOLIO 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 the Contracts were first offered. 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 Allstate Life and Allstate Financial Advisors Separate Account I, which include financial information giving effect to the Consolidation on a pro forma basis, also appear in the Statement of Additional Information. For a free copy of the Statement of Additional Information, please write or call us at 1-800-755-5275. 10 PROSPECTUS

THE CONTRACT - -------------------------------------------------------------------------------- CONTRACT OWNER The Allstate Provider Variable Annuity is a contract between you, the Contract Owner, and Allstate 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 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-living person and a living person. If the Contract Owner is a grantor trust, the Contract Owner will be considered a non-living person for purposes of the Death of Owner and Death of Annuitant provisions of your Contract. The maximum age of the oldest Contract Owner and Annuitant cannot exceed 90 as of the date we receive the completed application. You may change the Contract Owner at any time. We will provide a change of ownership form to be signed by you and filed with us. After we accept the form, the change of ownership will be effective as of the date you signed the form. Until we receive your written notice to change the Contract Owner, we are entitled to rely on the most recent ownership information in our files. We will not be liable as to any payment or settlement made prior to receiving the written notice. Accordingly, if you wish to change the Contract Owner, you should deliver your written notice to us promptly. Each change is subject to any payment made by us or any other action we take before we accept the change. 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. ANNUITANT The Annuitant is the individual whose life determines the amount and duration of income payments (other than under Income Plans with guaranteed payments for a specified period). You initially designate an Annuitant in your application. You may change the Annuitant at any time prior to the Payout Start Date (only if the Contract Owner is a living person). Once we accept a change, it takes effect as of the date you signed the request. Each change is subject to any payment we make or other action we take before we accept it. You may designate a joint Annuitant, who is a second person on whose life income payments depend. We permit joint Annuitants only on or after the Payout Start Date. If the Annuitant dies prior to the Payout Start Date, the new Annuitant will be: (i) the youngest Contract Owner; otherwise, (ii) the youngest Beneficiary. BENEFICIARY The Beneficiary is the person who may elect to receive the Death Proceeds or become the new Contract Owner, subject to the "Death of Owner" section below, if the sole surviving Contract Owner dies before the Payout Start Date. If the sole surviving Contract Owner dies after the Payout Start Date, the Beneficiary will receive any guaranteed income payments scheduled to continue. You may name one or more primary and contingent Beneficiaries when you apply for a Contract. The primary Beneficiary is the person who is first entitled to receive benefits under the Contract upon death of the sole surviving Contract Owner. A contingent Beneficiary is the person selected by the Contract Owner who will become the Beneficiary if all named primary Beneficiaries die before the death of the sole surviving Contract Owner. 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. You may change or add Beneficiaries at any time, unless you have designated an irrevocable Beneficiary. We will provide a change of Beneficiary form to be signed by you and filed with us. After we accept the form, the change of Beneficiary will be effective as of the date you signed the form. Until we receive your written notice to change a Beneficiary, we are entitled to rely on the most recent Beneficiary information in our files. We will not be liable as to any payment or settlement made prior to receiving the written notice. Accordingly, if you wish to change your Beneficiary, you should deliver your written notice to us promptly. Each change is subject to any payment 11 PROSPECTUS

made by us or any other action we take before we accept the change. If you did not name a Beneficiary or, unless otherwise provided in the Beneficiary designation, if a named Beneficiary is no longer living and there are no other surviving primary or contingent Beneficiaries, the new Beneficiary will be: .. your spouse or, if he or she is no longer alive, .. your surviving children equally, or if you have no surviving children, .. your estate. If one or more Beneficiaries survive you, we will divide the Death Proceeds among the surviving Beneficiaries according to your most recent written instructions. If you have not given us written instructions, we will pay the Death Proceeds in equal amounts to the surviving Beneficiaries. If more than one Beneficiary shares in the Death Proceeds, each Beneficiary will be treated as a separate and independent owner of his or her respective share. Each Beneficiary will exercise all rights related to his or her share, including the sole right to select a payout option, subject to any restrictions previously placed upon the Beneficiary. Each Beneficiary may designate a Beneficiary(ies) for his or her respective share, but that designated Beneficiary(ies) will be restricted to the payout option chosen by the original Beneficiary. MODIFICATION OF THE CONTRACT Only an Allstate 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 has the authority to change or waive the provisions of the Contract. We may not change the terms of the Contract without your consent, except to conform the Contract to applicable law or changes in the law. If a provision of the Contract is inconsistent with state law, we will follow state law. ASSIGNMENT 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 payable to the Beneficiary. We will not be bound by any assignment until the assignor signs it and files it with us. We are not responsible for the validity of any assignment. Federal law prohibits or restricts the assignment of benefits under many types of retirement plans and the terms of such plans may themselves contain restrictions on assignments. An assignment may also result in taxes or tax penalties. YOU SHOULD CONSULT WITH AN ATTORNEY BEFORE TRYING TO ASSIGN YOUR CONTRACT. PURCHASES - -------------------------------------------------------------------------------- MINIMUM PURCHASE PAYMENTS Your initial purchase payment must be at least $3,000 ($2,000 for a Qualified Contract). All subsequent purchase payments must be $50 or more. You may make purchase payments at any time prior to the Payout Start Date. We reserve the right to limit the maximum amount of purchase payments we will accept. We reserve the right to reject any application in our sole discretion. AUTOMATIC ADDITIONS PROGRAM You may make subsequent purchase payments by automatically transferring money from your bank account. Consult your representative for more detailed information. ALLOCATION OF PURCHASE PAYMENTS At the time you apply for a Contract, you must decide how to allocate your purchase payments among the investment alternatives. The allocation you specify on your application will be effective immediately. All allocations must be in whole percents that total 100% or in whole dollars. You can change your allocations by notifying us in writing. We 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 home office. If your application is incomplete, we will ask you to complete your application within 5 business days. If you do so, we will credit your initial purchase payment to your Contract within that 5 business day period. If you do not, we will return your purchase payment at the end of the 5 business day period unless you expressly allow us to hold it until you complete the application. We will credit subsequent purchase payments to the Contract at the close of the business day on which we receive the purchase payment at our home office. We are open for business each day Monday through Friday that the New York Stock Exchange is open for business. We also refer to these days as "VALUATION DATES." Our business day closes when the New York Stock Exchange closes, usually 4 p.m. Eastern Time (3 p.m. Central Time). If we receive your purchase payment after 4 p.m. Eastern Time (3 p.m. Central Time) 12 PROSPECTUS

on any Valuation Date, we will credit your purchase payment using the Accumulation Unit Values computed on the next Valuation Date. RIGHT TO CANCEL You may cancel the Contract by returning it to us within the Cancellation Period, which is the 20 day period after you receive the Contract, or a longer period should your state require it. You may return your contract by delivering it or mailing it to us. If you exercise this "RIGHT TO CANCEL," the Contract terminates and we will pay you the full amount of your purchase payments allocated to the Fixed Account. We also will return your purchase payments allocated to the Variable Account adjusted, to the extent federal or state law permits, to reflect investment gain or loss that occurred from the date of allocation through the date of cancellation. Some states may require us to return a greater amount to you. In states where we are required to refund purchase payments, we reserve the right during the Cancellation Period to invest any purchase payments you allocated to a Variable Sub-Account to the money market Variable Sub-Account available under the Contract. We will notify you if we do so. At the end of the Cancellation Period, you may then allocate your money to other Variable Sub-Accounts. 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 - -------------------------------------------------------------------------------- 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 or transfer 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 theVariable Sub-Account is $10, we would credit 1,000 Accumulation Units of that Variable Sub-Account to your Contract. Withdrawals and transfers from a Variable Sub-Account would, of course, reduce the number of Accumulation Units of that Variable Sub-Account allocated to your Contract. ACCUMULATION UNIT VALUE As a general matter, the Accumulation Unit Value for each Variable Sub-Account will rise or fall to reflect: .. changes in the share price of the Portfolio in which the Variable Sub-Account invests, and .. the deduction of amounts reflecting the mortality and expense risk charge, administrative expense charge, and any provision for taxes that have accrued since we last calculated the Accumulation Unit Value. We determine contract maintenance charges, withdrawal charges, and transfer fees (currently waived) separately for each Contract. They do not affect Accumulation Unit Value. Instead, we obtain payment of those charges and fees by redeeming Accumulation Units. For details on how we calculate Accumulation Unit Value, please refer to the Statement of Additional Information. We determine a separate Accumulation Unit Value for each Variable Sub-Account on each Valuation Date. We also determine a separate set of Accumulation Unit Values reflecting the cost of the Enhanced Death Benefit Rider, the Enhanced Death and Income Benefit Combination Rider and the Enhanced Death and Income Benefit Combination Rider II described on pages 27-29. YOU SHOULD REFER TO THE PROSPECTUSES FOR THE PORTFOLIOS THAT ACCOMPANY THIS PROSPECTUS FOR A DESCRIPTION OF HOW THE ASSETS OF EACH PORTFOLIO ARE VALUED, SINCE THAT DETERMINATION DIRECTLY BEARS ON THE ACCUMULATION UNIT VALUE OF THE CORRESPONDING VARIABLE SUB-ACCOUNT AND, THEREFORE, YOUR CONTRACT VALUE. 13 PROSPECTUS

INVESTMENT ALTERNATIVES: THE VARIABLE SUB-ACCOUNTS - -------------------------------------------------------------------------------- You may allocate your purchase payments to up to 39 Variable Sub-Accounts. Each Variable Sub-Account invests in the shares of a corresponding Portfolio. Each Portfolio has its own investment objective(s) and policies. We briefly describe the Portfolios below. For more complete information about each Portfolio, including expenses and risks associated with the Portfolio, please refer to the accompanying prospectuses for the Portfolios. You should carefully review the Portfolio prospectuses before allocating amounts to the Variable Sub-Accounts. PORTFOLIO: EACH PORTFOLIO SEEKS: INVESTMENT ADVISOR: - ------------------------------------------------------------------------------- AIM VARIABLE INSURANCE FUNDS* - ------------------------------------------------------------------------------- AIM V.I. Balanced Fund - As high a total return as Series I possible, consistent with preservation of capital - ------------------------------------------------------- AIM V.I. Capital Growth of capital Appreciation Fund - Series I A I M ADVISORS, - ------------------------------------------------------- INC. AIM V.I. Core Equity Growth of capital Fund - Series I - ------------------------------------------------------- AIM V.I. Growth Fund - Growth of capital Series I - ------------------------------------------------------- AIM V.I. High Yield Fund A high level of current - Series I income - ------------------------------------------------------- AIM V.I. Premier Equity Long-term growth of Fund capital; Income is Secondary objective - ------------------------------------------------------------------------------- FEDERATED INSURANCE SERIES - ------------------------------------------------------------------------------- Federated Prime Money Current income consistent FEDERATED Fund II with the stability of INVESTMENT principal and Federated MANAGEMENT COMPANY Investment liquidity Management Company - ------------------------------------------------------------------------------- FIDELITY/(R)/ VARIABLE INSURANCE PRODUCTS - ------------------------------------------------------------------------------- Fidelity VIP Long-term capital Contrafund/(R)/ appreciation Portfolio - Initial Class - ------------------------------------------------------- Fidelity VIP Reasonable income Equity-Income Portfolio - Initial Class - ------------------------------------------------------- Fidelity VIP Growth Capital appreciation Portfolio - Initial FIDELITY MANAGEMENT Class & - ------------------------------------------------------- RESEARCH COMPANY Fidelity VIP High Income High level of current Portfolio - Initial income while also Class considering growth of capital - ------------------------------------------------------- Fidelity VIP Index 500 Investment results that Portfolio - Initial correspond to the total Class return of common stocks publicly traded in the United States, as represented by the Standard & Poor's 500/SM/ Index (S&P 500(R)) - ------------------------------------------------------- Fidelity VIP Overseas Long-term growth of capital Portfolio - Initial Class - ------------------------------------------------------------------------------- FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST - ------------------------------------------------------------------------------- FTVIP Templeton Global High current income Income Securities Fund consistent with - Class 2 preservation of capital. FRANKLIN Capital appreciation is a ADVISERS, INC. secondary consideration. - ------------------------------------------------------- FTVIP Templeton Growth Long-term capital growth Securities Fund - Class 2 - ------------------------------------------------------------------------------- MFS/(R)/VARIABLE INSURANCE TRUST/SM/ - ------------------------------------------------------------------------------- 14 PROSPECTUS

MFS Emerging Growth Long-term growth of capital Series - Initial Class - ------------------------------------------------------- MFS Investors Trust Long-term growth of capital MFS/TM/ Series - Initial Class with a Secondary objective INVESTMENT to seek reasonable current MANAGEMENT income - ------------------------------------------------------- MFS New Discovery - Capital Appreciation Initial Class - ------------------------------------------------------- MFS Research Series - Long-term growth of capital Initial Class and future income - ------------------------------------------------------- MFS Utilities - Initial Capital growth and current Class income - ------------------------------------------------------------------------------- OPPENHEIMER VARIABLE ACCOUNT FUNDS - ------------------------------------------------------------------------------- Oppenheimer Aggressive Capital appreciation Growth Fund/VA - ------------------------------------------------------- Oppenheimer Balanced A high total investment Fund/VA/(1)/ return which includes current income and capital appreciation in the value of its shares. - ------------------------------------------------------- Oppenheimer Capital Seeks capital appreciation OPPENHEIMERFUNDS, Appreciation Fund/VA by investing in securities INC. of well-known, established companies. - ------------------------------------------------------- Oppenheimer Global Long-term capital Securities Fund/VA appreciation - ------------------------------------------------------- Oppenheimer Main Street High total return, which Fund/VA/(2)/ includes growth in the value of its shares as well as current income, from equity and debt securities - ------------------------------------------------------- Oppenheimer Strategic High level of current Bond Fund/VA income - ------------------------------------------------------------------------------- PUTNAM VARIABLE TRUST - ------------------------------------------------------------------------------- Putnam VT Discovery Long-term growth of capital Growth - Class IB/(3)/ - ------------------------------------------------------- Putnam VT Diversified High current income Income Fund Management, consistent with capital Inc. - Class IB preservation - ------------------------------------------------------- PUTNAM INVESTMENT Putnam VT Growth and Capital growth and current MANAGEMENT, LLC Income Fund - Class IB income - ------------------------------------------------------- Putnam VT Growth Capital appreciation Opportunities - Class IB - ------------------------------------------------------- Putnam VT Health Capital appreciation Sciences Fund - Class IB - ------------------------------------------------------- Putnam VT New Value Fund Long-term capital - Class IB appreciation - ------------------------------------------------------------------------------- STI CLASSIC VARIABLE TRUST - ------------------------------------------------------------------------------- STI Capital Appreciation Capital Appreciation Fund - ------------------------------------------------------- STI Growth and Income Long-term capital Fund appreciation with the secondary goal of current income - ------------------------------------------------------- STI International Equity Long-term capital TRUSCO CAPITAL Fund appreciation MANAGEMENT, INC. - ------------------------------------------------------- STI Investment Grade High total return through Bond Fund current income and capital appreciation, while preserving the principal amount invested - ------------------------------------------------------- STI Mid-Cap Equity Fund Capital appreciation - ------------------------------------------------------- STI Small Cap Value Capital appreciation with Equity Fund the secondary goal of current income - ------------------------------------------------------- STI Value Income Stock Current income with the Fund secondary goal of capital appreciation - ------------------------------------------------------------------------------- *A Portfolio's investment objective may be changed by the Portfolio's Board of Trustees without shareholder approval. (1) Effective May 1, 2004, Oppenheimer Multiple Strategies Fund/VA changed its name to Oppenheimer Balanced Fund/VA. The investment objective of this Portfolio did not change. (2) Effective May 1, 2003, Oppenheimer Main Street Growth & Income Fund/VA changed its name to Oppenheimer Main Street Fund/VA. The investment objective for this Portfolio did not change. (3) Effective May 1, 2003, Putnam VT Voyager Fund II changed its name to Putnam VT Discovery Growth Fund. The investment objective for this Portfolio did not change. 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 PORTFOLIOS IN WHICH THOSE VARIABLE SUB-ACCOUNTS INVEST. YOU BEAR THE INVESTMENT RISK THAT THE PORTFOLIOS MIGHT NOT MEET THEIR INVESTMENT OBJECTIVES. SHARES OF 15 PROSPECTUS

THE PORTFOLIOS 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. VARIABLE INSURANCE PORTFOLIOS MAY NOT BE MANAGED BY THE SAME PORTFOLIO MANAGERS WHO MANAGE RETAIL MUTUAL FUNDS WITH SIMILAR NAMES. THESE PORTFOLIOS ARE LIKELY TO DIFFER FROM SIMILARLY NAMED RETAIL FUNDS IN ASSETS, CASH FLOW, AND TAX MATTERS. ACCORDINGLY, THE HOLDINGS AND INVESTMENT RESULTS OF A VARIABLE INSURANCE PORTFOLIO CAN BE EXPECTED TO BE GREATER OR LESS THAN THE INVESTMENT RESULTS OF SIMILARLY NAMED RETAIL MUTUAL FUNDS. 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: 2 dollar cost averaging options, and the option to invest in one or more Guarantee Periods included in the Guaranteed Maturity Fixed Account. The Fixed Account Options may not be available in all states. Please consult with your representative for current information. The Fixed Account supports our insurance and annuity obligations. The Fixed Account consists of our general assets other than those in segregated asset accounts. We have sole discretion to invest the assets of the Fixed Account, subject to applicable law. Any money you allocate to a Fixed Account Option does not entitle you to share in the investment experience of the Fixed Account. DOLLAR COST AVERAGING FIXED ACCOUNT OPTIONS DOLLAR COST AVERAGING FIXED ACCOUNT OPTION. Purchase payments that you allocate to the Dollar Cost Averaging Fixed Account Option ("DCA Fixed Account Option") will earn interest for a one year period at the current rate in effect at the time of allocation. We will credit interest daily at a rate that will compound over the year to the annual interest rate we guaranteed at the time of allocation. After the one year period, we will declare a renewal rate which we guarantee for a full year. Subsequent renewal dates will be every twelve months for each payment or transfer. For each purchase payment, the first transfer from the DCA Fixed Account must occur within one month of the date of payment. If we do not receive an allocation from you within one month of the date of 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. Transferring Account Value to the money market Variable Sub-Account in this manner may not be consistent with the theory of dollar cost averaging described on page 20. We will follow your instructions in transferring amounts monthly from the DCA Fixed Account. However, you may not choose less than 3 or more than 36 monthly installments. Further, you must transfer each purchase payment and all its earnings out of this Option by means of dollar cost averaging within 36 months of payment. At the end of 36 months, any nominal amounts remaining will be allocated to the money market Variable Sub-Account. No transfers are permitted into the DCA Fixed Account. SHORT TERM DOLLAR COST AVERAGING FIXED ACCOUNT OPTION. You may establish a Short Term Dollar Cost Averaging Program by allocating purchase payments to the Short Term Dollar Cost Averaging Fixed Account Option ("Short Term DCA Fixed Account Option"). We will credit interest to purchase payments you allocate to this Option for up to one year at the current rate in effect at the time of allocation. For each purchase payment, the first transfer from the Short Term DCA Fixed Account must occur within one month of the date of payment. If we do not receive an allocation from you within one month of the date of 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. Transferring Account Value to the money market Variable Sub-Account in this manner may not be consistent with the theory of dollar cost averaging described on page 20. You must transfer each purchase payment and all its earnings out of this Option by means of dollar cost averaging within 12 months. At the end of the transfer period, any nominal amounts remaining in the Short Term DCA Fixed Account will be allocated to the money market Variable Sub-Account. If you discontinue the Short Term DCA Fixed Account Option before the end of the transfer period, we will transfer the remaining balance in Short Term DCA Fixed Account to the money market Variable Sub-Account unless you request a different investment alternative. No transfers are permitted into the Short Term DCA Fixed Account. We bear the investment risk for all amounts allocated to the DCA Fixed Account Option and the Short Term DCA Fixed Account Option. That is because we guarantee the current and renewal interest rates we credit to the amounts you allocate to either of these Options, which will never be less than the minimum guaranteed rate in the Contract. Currently, we determine, in our sole discretion, the amount of interest credited in excess 16 PROSPECTUS

of the guaranteed rate. We may declare more than one interest rate for different monies based upon the date of allocation to the DCA Fixed Account Option and the Short Term DCA Fixed Account Option. For current interest rate information, please contact your representative or Allstate Life customer service at 1-800-755-5275. GUARANTEE PERIODS Each payment or transfer allocated to a Guarantee Period earns interest at a specified rate that we guarantee for a period of years. Guarantee Periods may range from 1 to 10 years. We are currently offering Guarantee Periods of 1, 3, 5, 7, and 10 years in length. In the future we may offer Guarantee Periods of different lengths or stop offering some Guarantee Periods. You select the Guarantee Period for each payment or transfer. If you do not select a Guarantee Period, we will assign the same period(s) you selected for your most recent purchase payment(s). Each payment or transfer allocated to a Guarantee Period must be at least $50. We reserve the right to limit the number of additional purchase payments that you may allocate to this Option. INTEREST RATES. We will tell you what interest rates and Guarantee Periods we are offering at a particular time. We will not change the interest rate that we credit to a particular allocation until the end of the relevant Guarantee Period. We may declare different interest rates for Guarantee Periods of the same length that begin at different times. We have no specific formula for determining the rate of interest that we will declare initially or in the future. We will set those interest rates based on investment returns available at the time of the determination. In addition, we may consider various other factors in determining interest rates including regulatory and tax requirements, our sales commission and administrative expenses, general economic trends, and competitive factors. WE DETERMINE THE INTEREST RATES TO BE DECLARED IN OUR SOLE DISCRETION. WE CAN NEITHER PREDICT NOR GUARANTEE WHAT THOSE RATES WILL BE IN THE FUTURE. For current interest rate information, please contact your representative or Allstate Life at 1-800-755-5275. HOW WE CREDIT INTEREST. We will credit interest daily to each amount allocated to a Guarantee Period at a rate that compounds to the annual interest rate that we declared at the beginning of the applicable Guarantee Period. THE FOLLOWING EXAMPLE ILLUSTRATES HOW A PURCHASE PAYMENT ALLOCATED TO A GUARANTEED PERIOD WOULD GROW, GIVEN AN ASSUMED GUARANTEE PERIOD AND ANNUAL INTEREST RATE: Purchase Payment ..................................................................$10,000 Guarantee Period ..................................................................5 years Annual Interest Rate ..................................................................4.50% YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 ---------- ---------- ---------- ---------- ------------ Beginning Contract Value................ $10,000.00 ^ (1 ^ Annual Interest Rate) X 1.045 ---------- $10,450.00 Contract Value at end of Contract Year..... $10,450.00 ^ (1 ^ Annual Interest) X 1.045 ---------- $10,920.25 Contract Value at end of Contract Year..... $10,920.25 ^ (1 ^ Annual Interest Rate) X 1.045 ---------- $11,411.66 Contract Value at end of Contract Year..... $11,411.66 ^ (1 ^ Annual Interest Rate) X 1.045 ---------- $11,925.19 Contract Value at end of Contract Year..... $11,925.19 ^ (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 withdrawal, you may be required to pay a withdrawal charge. In addition, the amount withdrawn may be increased or decreased by a Market Value Adjustment that reflects changes in interest rates since the time you invested the amount withdrawn. The hypothetical interest rate is for illustrative purposes only and is not intended to predict future interest rates to be declared under the Contract. Actual interest rates declared for any given Guarantee Period may be more or less than shown above. RENEWALS. Prior to the end of each Guarantee Period, we will mail you a notice asking you what to do with your money, including the accrued interest. During the 30-day period after the end of the Guarantee Period, you may: 17 PROSPECTUS

1) Take no action. We will automatically apply your money to a new Guarantee Period of the same length as the expiring Guarantee Period. The new Guarantee Period will begin on the day the previous Guarantee Period ends. The new interest rate will be our current declared rate for a Guarantee Period of that length; or 2) Instruct us to apply your money to one or more new Guarantee Periods of your choice. The new Guarantee Period(s) will begin on the day the previous Guarantee Period ends. The new interest rate will be our then current declared rate for those Guarantee Periods; or 3) Instruct us to transfer all or a portion of your money to one or more Variable Sub-Accounts of the Variable Account. We will effect the transfer on the day we receive your instructions. We will not adjust the amount transferred to include a Market Value Adjustment; we will pay interest from the day the Guarantee Period expired until the date of the transfer. The interest will be the rate for the shortest Guarantee Period then being offered; or 4) Withdraw all or a portion of your money. You may be required to pay a withdrawal charge, but we will not adjust the amount withdrawn to include a Market Value Adjustment. You may also be required to pay premium taxes and income tax withholding, if applicable. We will pay interest from the day the Guarantee Period expired until the date of withdrawal. The interest will be the rate for the shortest Guarantee Period then being offered. Amounts not withdrawn will be applied to a new Guarantee Period of the same length as the previous Guarantee Period. The new Guarantee Period will begin on the day the previous Guarantee Period ends. Withdrawals of earnings are treated as ordinary income and, if taken prior to age 59 1/2, may be subject to an additional 10% federal tax penalty. MARKET VALUE ADJUSTMENT. All withdrawals and transfers from a Guarantee Period, other than those taken during the 30 day period after such Guarantee Period expires, are subject to a Market Value Adjustment. A Market Value Adjustment also 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 in the "Death Benefit Amount" section below. We will not apply a Market Value Adjustment to a withdrawal you make: .. within the Free Withdrawal Amount as described on page 21, .. that qualify for one of the waivers as described on page 22, .. to satisfy the IRS minimum distribution rules for the Contract, or .. a single withdrawal made by a surviving spouse made within one year after continuing the Contract. We apply the Market Value Adjustment to reflect changes in interest rates from the time you first allocate money to a Guarantee Period to the time you remove it from that Guarantee Period. We calculate the Market Value Adjustment by comparing the Treasury Rate for a period equal to the Guarantee Period at its inception to the Treasury Rate for a period equal to the Guarantee Period when you remove your money. "TREASURY RATE" means the U.S. Treasury Note Constant Maturity Yield as reported in Federal Reserve Board Statistical Release H.15. The Market Value Adjustment may be positive or negative, depending on changes in interest rates. As such, you bear the investment risk associated with changes in interest rates. If interest rates increase significantly, the Market Value Adjustment and any withdrawal charge, premium taxes, and income tax withholding (if applicable) could reduce the amount you receive upon full withdrawal from a Guaranteed Period to an amount that is less than the purchase payment applied to that period plus interest earned under the Contract. Generally, if the original Treasury Rate at the time you allocate money to a Guarantee Period is higher than the applicable current Treasury Rate for a period equal to the Guarantee Period, then the Market Value Adjustment will result in a higher amount payable to you, transferred or applied to an Income Plan. Conversely, if the Treasury Rate at the time you allocate money to a Guarantee Period is lower than the applicable Treasury Rate for a period equal to the Guarantee Period, then the Market Value Adjustment will result in a lower amount payable to you, transferred or applied to an Income Plan. For example, assume that you purchase a Contract and you select an initial Guarantee Period of 5 years and the 5-year Treasury Rate for that duration is 4.50%. Assume that at the end of 3 years, you make a partial withdrawal. If, at that later time, the current 5-year Treasury Rate is 4.20%, then the Market Value Adjustment will be positive, which will result in an increase in the amount payable to you. Conversely, if the current 5-year Treasury Rate is 4.80%, then the Market Value Adjustment will be negative, which will result in a decrease in the amount payable to you. The formula for calculating Market Value Adjustments is set forth in Appendix B to this prospectus, which also contains additional examples of the application of the Market Value Adjustment. 18 PROSPECTUS

INVESTMENT ALTERNATIVES: TRANSFERS - -------------------------------------------------------------------------------- TRANSFERS DURING THE ACCUMULATION PHASE During the Accumulation Phase, you may transfer Contract Value among the investment alternatives. You may not transfer Contract Value to the Short-Term Dollar Cost Averaging Fixed Account Option or the Dollar Cost Averaging Fixed Account Option. You may request transfers in writing on a form that we provided or by telephone according to the procedure described below. The minimum amount that you may transfer into a Guarantee Period is $50. We currently do not assess, but reserve the right to assess, a $10 charge on each transfer in excess of 12 per Contract Year. All transfers to or from more than one Portfolio on any given day counts as one transfer. We will process transfer requests that we receive before 3:00 p.m. Central Time on any Valuation Date using the Accumulation Unit Values for that Date. We will process requests completed after 3:00 p.m. Central Time on any Valuation Date using the Accumulation Unit Values for the next Valuation Date. The Contract permits us to defer transfers from the Fixed Account for up to six months from the date we receive your request. If we decide to postpone transfers for 30 days or more, we will pay interest as required by applicable law. Any interest would be payable from the date we receive the transfer request to the date we make the transfer. If you transfer an amount from a Guarantee Period other than during the 30 day period after such Guarantee Period expires, we will increase or decrease the amount by a Market Value Adjustment. We reserve the right to waive any transfer restrictions. TRANSFERS DURING THE PAYOUT PHASE During the Payout Phase, you may make transfers among the Variable Sub-Accounts so as to change the relative weighting of the Variable Sub-Accounts on which your variable income payments will be based. 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 portion of your right to receive fixed income payments into variable income payments. If you choose an Income Plan that depends on any person's life, 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 1-800-755-5275. The cut-off time for telephone transfer requests is 3:00 p.m. Central Time. In the event that the New York Stock Exchange closes early, i.e., before 3:00 p.m. Central Time, or in the event that the Exchange closes early for a period of time but then reopens for trading on the same day, we will process telephone transfer requests as of the close of the Exchange on that particular day. We will not accept telephone requests received at any telephone number other than the number that appears in this paragraph or received after the close of trading on the Exchange. We may suspend, modify or terminate the telephone transfer privilege, 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. MARKET TIMING & EXCESSIVE TRADING The Contracts are intended for long-term investment. Market timing and excessive trading can potentially dilute the value of Variable Sub-Accounts and can disrupt management of a Portfolio and raise its expenses, which can impair Portfolio performance. Our policy is not to accept knowingly any money intended for the purpose of market timing or excessive trading. Accordingly, you should not invest in the Contract if your purpose is to engage in market timing or excessive trading, and you should refrain from such practices if you currently own a Contract. We seek to detect market timing or excessive trading activity by reviewing trading activities. Portfolios also may report suspected market-timing or excessive trading activity to us. If, in our judgment, we determine that the transfers are part of a market timing strategy or are otherwise harmful to the underlying Portfolio, we will impose the trading limitations as described below under "Trading Limitations." Because there is no universally accepted definition of what constitutes market timing or excessive trading, we will use our reasonable judgment based on all of the circumstances. While we seek to deter market timing and excessive trading in Variable Sub-Accounts, not all market timing or excessive trading is identifiable or preventable. 19 PROSPECTUS

Imposition of trading limitations is triggered by the detection of market timing or excessive trading activity, and the trading limitations are not applied prior to detection of such trading activity. Therefore, our policies and procedures do not prevent such trading activity before it first occurs. To the extent that such trading activity occurs prior to detection and the imposition of trading restrictions, the portfolio may experience the adverse effects of market timing and excessive trading described above. 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, 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 excessive trading or because they believe that a specific transfer or group of transfers would have a detrimental effect on the prices of Portfolio shares. In making the determination that trading activity constitutes market timing or excessive trading, we will consider, among other things: .. the total dollar amount being transferred, both in the aggregate and in the transfer request; .. the number of transfers you make over a period of time and/or the period of time between transfers (note: one set of transfers to and from a sub-account in a short period of time can constitute market timing); .. whether your transfers follow a pattern that appears designed to take advantage of short term market fluctuations, particularly within certain Sub-account underlying portfolios that we have identified as being susceptible to market timing activities; .. whether the manager of the underlying portfolio has indicated that the transfers interfere with portfolio management or otherwise adversely impact the portfolio; and .. the investment objectives and/or size of the Sub-account underlying portfolio. If we determine that a contract owner has engaged in market timing or excessive trading activity, we will restrict that contract owner from making future additions or transfers into the impacted Sub-account(s). If we determine that a contract owner has engaged in a pattern of market timing or excessive trading activity involving multiple Sub-accounts, we will also require that all future transfer requests be submitted through regular U.S. mail thereby refusing to accept transfer requests via telephone, facsimile, Internet, or overnight delivery. Any Sub-account or transfer restrictions will be uniformly applied. In our sole discretion, we may revise our Trading Limitations at any time as necessary to better deter or minimize market timing and excessive trading or to comply with regulatory requirements. DOLLAR COST AVERAGING PROGRAM Through our Dollar Cost Averaging Program, you may automatically transfer a fixed dollar amount every month during the Accumulation Phase from the Short Term DCA Fixed Account or the DCA Fixed Account, to any Variable Sub-Account. You may not use the Dollar Cost Averaging Program to transfer amounts to the Guarantee Periods. We will not charge a transfer fee for transfers made under this Program, nor will such transfer count against the 12 transfers you can make each Contract Year without paying a transfer fee. The theory of dollar cost averaging is that if purchases of equal dollar amounts are made at fluctuating prices, the aggregate average cost per unit will be less than the average of the unit prices on the same purchase dates. However, participation in this Program does not assure you of a greater profit from your purchases under the Program nor will it prevent or necessarily reduce losses in a declining market. Call or write us for instructions on how to enroll. AUTOMATIC PORTFOLIO REBALANCING PROGRAM Once you have allocated your money among the Variable Sub-Accounts, the performance of each Variable Sub-Account may cause a shift in the percentage you allocated to each Variable Sub-Account. If you select our Automatic Portfolio Rebalancing Program, we will automatically rebalance the Contract Value in each Variable Sub-Account and return it to the desired percentage allocations. We will not include money you allocate to the Fixed Account Options in the Automatic Portfolio Rebalancing Program. We will rebalance your account 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 request. We are not responsible for rebalancing that occurs prior to receipt of your request. Example: Assume that you want your initial purchase payment split among 2 Variable Sub-Accounts. You want 40% to be in the Fidelity VIP High Income Variable Sub-Account and 60% to be in the AIM V.I. Growth Variable Sub-Account. Over the next 2 months the bond market does very well while the stock market performs poorly. At the end of the first quarter, the Fidelity VIP High Income Variable Sub-Account now represents 50% of your holdings because of its increase in value. If you choose to have your holdings rebalanced quarterly, on the first day of the next quarter, we would sell some of your units in the Fidelity VIP High Income Variable Sub-Account and use the money to buy more units in the AIM V.I. Growth Variable Sub-Account so that the percentage allocations would again be 40% and 60% respectively. The Automatic Portfolio Rebalancing Program is available only during the Accumulation Phase. The transfers made under the Program do not count towards the 12 transfers you can make without paying a transfer fee, and are not subject to a transfer fee. Portfolio rebalancing is consistent with maintaining your allocation of investments among market segments, although it is accomplished by reducing your Contract Value allocated to the better performing segments. 20 PROSPECTUS

EXPENSES - -------------------------------------------------------------------------------- As a Contract Owner, you will bear, directly or indirectly, the charges and expenses described below. CONTRACT MAINTENANCE CHARGE During the Accumulation Phase, on each Contract Anniversary, we will deduct a $35 contract maintenance charge from your Contract Value invested in each Variable Sub-Account in proportion to the amount invested. If you surrender your Contract, we will deduct the contract maintenance charge pro rated for the part of the Contract Year elapsed, unless your Contract qualifies for a waiver, described below. The charge is to compensate us for the cost of administering the Contracts and the Variable Account. Maintenance costs include expenses we incur collecting purchase payments; keeping records; processing death claims, cash withdrawals, and policy changes; proxy statements; calculating Accumulation Unit Values and income payments; and issuing reports to Contract Owners and regulatory agencies. We cannot increase the charge. However, we will waive this charge if, as of the Contract Anniversary or upon full surrender: .. total purchase payments equal $50,000 or more, or .. all money is allocated to the Fixed Account. In addition, we will waive the Contract Maintenance Charge if total purchase payments are $50,000 or more as of the Payout Start Date. MORTALITY AND EXPENSE RISK CHARGE We deduct a mortality and expense risk charge daily at an annual rate of 1.05% of the average daily net assets you have invested in the Variable Sub-Accounts (1.27% if you select the Enhanced Death Benefit Rider, 1.49% if you selected the Enhanced Death and Income Combination Benefit Rider, and 1.55% if you select the Enhanced Death and Income Benefit Combination Rider II). 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 we will bear the loss. We charge an additional amount for the Enhanced Death Benefit Rider, the Enhanced Death and Income Benefit Combination Rider and the Enhanced Death and Income Benefit Combination Rider II, to compensate us for the additional risk that we accept by providing these options. We guarantee that we will not raise the mortality and expense risk charge. We assess the mortality and expense risk charge during both the Accumulation Phase and the Payout Phase. ADMINISTRATIVE EXPENSE CHARGE We deduct an administrative expense charge daily at an annual rate of 0.10% of the average daily net assets you have invested in the Variable Sub-Accounts. We intend this charge to cover actual administrative expenses that exceed the revenues from the contract maintenance charge. There is no necessary relationship between the amount of administrative charge imposed on a given Contract and the amount of expenses that may be attributed to that Contract. We assess this charge each day during the Accumulation Phase and the Payout Phase. We guarantee that we will not raise this charge. TRANSFER FEE We do not currently impose a fee upon transfers among the investment alternatives. However, we reserve the right to charge $10 per transfer after the 12th transfer in each Contract Year. We will not charge a transfer fee on transfers that are part of a Dollar Cost Averaging or Automatic Portfolio Rebalancing Program. WITHDRAWAL CHARGE We may assess a withdrawal charge of up to 6% of the purchase payment(s) you withdraw. The charge declines to 0% on the last day of each contract year over a 6 year period that begins on the day we receive your payment. 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. A schedule showing how the charge declines is shown on page 7. During each Contract Year, you can withdraw up to 15% of the aggregate amount of your purchase payments without paying the charge. Unused portions of this "FREE WITHDRAWAL AMOUNT" are not carried forward to future Contract Years. We will deduct withdrawal charges, if applicable, from the amount paid. For purposes of calculating the withdrawal charge, we will treat withdrawals as coming from the oldest purchase payments first. However, for federal income tax purposes, please note that withdrawals are considered to have come first from earnings, which means you pay taxes on the earnings portion of your withdrawal. We do not apply a withdrawal charge in the following situations: .. on the Payout Start Date (a withdrawal charge may apply if you terminate income payments to be received for a specified period; .. on the death of the Contract Owner, or the Annuitant if the Contract Owner is not a natural person (unless the Settlement Value is used to determine the death benefit); .. withdrawals taken to satisfy IRS minimum distribution rules for the Contract; or 21 PROSPECTUS

.. withdrawals that qualify for one of the waivers as described below. We use the amounts obtained from the withdrawal charge to pay sales commissions and other promotional or distribution expenses associated with marketing the Contracts. To the extent that the withdrawal charge does not cover all sales commissions and other promotional or distribution expenses, we may use any of our corporate assets, including potential profit which may arise from the mortality and expense risk charge or any other charges or fee described above, to make up any difference. Withdrawals 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 and a Market Value Adjustment. You should consult your own tax counsel or other tax advisers regarding any withdrawals. CONFINEMENT WAIVER. We will waive the withdrawal charge and any Market Value Adjustment on all withdrawals taken prior to the Payout Start Date under your Contract if the following conditions are satisfied: 1. You or the Annuitant, if the Contract Owner is not a natural person, are confined to a long term care facility or a hospital for at least 90 consecutive days. You or the Annuitant must enter the long term care facility or hospital at least 30 days after the Issue Date; 2. You request the withdrawal and provide written proof of the stay no later than 90 days following the end of your or the Annuitant's stay at the long term care facility or hospital; and 3. A physician must have prescribed the stay and the stay must be medically necessary (as defined in the Contract). You may not claim this benefit if you, the Annuitant, or a member of your or the Annuitant's immediate family, is the physician prescribing your or the Annuitant's stay in a long term care facility. TERMINAL ILLNESS WAIVER. We will waive the withdrawal charge and any Market Value Adjustment on all withdrawals taken prior to the Payout Start Date under your Contract if: 1. you or the Annuitant (if the Contract Owner is not a natural person) are first diagnosed with a terminal illness at least 30 days after the Issue Date; and 2. you claim this benefit and deliver adequate proof of diagnosis to us. UNEMPLOYMENT WAIVER. We will waive the withdrawal charge and any Market Value Adjustment on one partial or a full withdrawal taken prior to the Payout Start Date under your Contract, if you meet the following requirements: 1. you or the Annuitant, if the Contract Owner is not a natural person, become unemployed at least one year after the Issue Date; 2. you or the Annuitant, if the Contract Owner is not a natural person, receive unemployment compensation as defined in the Contract for at least 30 days as a result of that unemployment; and 3. you or the Annuitant, if the Contract Owner is not a natural person, claim this benefit within 180 days of your or the Annuitant's initial receipt of unemployment compensation. Please refer to your Contract for more detailed information about the terms and conditions of these waivers. The laws of your state may limit the availability of these waivers and may also change certain terms and/or benefits available under the waivers. You should consult your Contract for further details on these variations. Also, even if you do not need to pay our withdrawal charge or a Market Value Adjustment because of these waivers, you still may be required to pay taxes or tax penalties on the amount withdrawn. You should consult your tax adviser to determine the effect of a withdrawal on your taxes. PREMIUM TAXES Some states and other governmental entities (e.g., municipalities) charge premium taxes or similar taxes. We are responsible for paying these taxes and will deduct them from your Contract Value. Some of these taxes are due when the Contract is issued, others are due when income payments begin or upon surrender. Our current practice is not to charge anyone for these taxes until income payments begin or when a total withdrawal occurs, including payment upon death. At our discretion, we may discontinue this practice and deduct premium taxes from the purchase payments. Premium taxes generally range from 0% to 4%, depending on the state. At the Payout Start Date, if applicable, we deduct the charge for premium taxes from each investment alternative in the proportion that the Contract 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 such 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 "Taxes" Section beginning on page 32. OTHER EXPENSES Each Portfolio deducts advisory fees and other expenses from its assets. You indirectly bear the charges and expenses of the Portfolios whose shares are held by the Variable Sub-Accounts. These fees and expenses are described in the accompanying prospectuses for the 22 PROSPECTUS

Portfolios. For a summary of current estimates of maximum and minimum amounts for those charges and expenses, see page 8. We may receive compensation from the investment advisers or administrators of the Portfolios in connection with the administrative services we provide to the Portfolios. ACCESS TO YOUR MONEY - -------------------------------------------------------------------------------- You can withdraw some or all of your Contract Value at any time prior to the Payout Start Date. The amount payable upon withdrawal is the Contract Value (or portion thereof) next computed after we receive the request for a withdrawal at our home office, 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. Ifou have the opportunity to name the investment alternatives) 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. 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. In addition, we may delay payments or transfers from the Fixed Account Options for up to 6 months (or shorter period if required by law). If we delay payment for 30 days or more, we will pay interest as required by law. SYSTEMATIC WITHDRAWAL PROGRAM You may choose to receive systematic withdrawal payments on a monthly, quarterly, semi-annual, or annual basis at any time prior to the Payout Start Date. The minimum amount of each systematic withdrawal is $50. At our discretion, systematic withdrawals may not be offered in conjunction with the Dollar Cost Averaging Program or Automatic Portfolio Rebalancing Program. Depending on fluctuations in the value of the Variable Sub-Accounts and the value of the Fixed Account Options, systematic withdrawals may reduce or even exhaust the Contract Value. Please consult your tax advisor before taking any withdrawal. We will make systematic withdrawal payments to you or your designated payee. At our discretion, we may modify or suspend the Systematic Withdrawal Program and charge a processing fee for the service. If we modify or suspend the Systematic Withdrawal Program, existing systematic withdrawal payments will not be affected. MINIMUM CONTRACT VALUE If your request for a partial withdrawal would reduce your Contract Value to less than $2,000, we may treat it as a request to withdraw your entire Contract Value. Your Contract will terminate if you withdraw all of your Contract Value. We will, however, ask you to confirm your withdrawal request before terminating your Contract. Before terminating any Contract whose value has been previously reduced by withdrawals to less than $2,000, we will 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 $2,000. 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 applicable 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 money to an Income Plan. The Payout Start Date must be: .. at least 30 days after the Issue Date; and .. no later than the day the Annuitant reaches age 90, or the 10th Contract Anniversary, if later. 23 PROSPECTUS

You may change the Payout Start Date at any time by notifying us in writing of the change at least 30 days before the scheduled Payout Start Date. Absent a change, we will use the Payout Start Date stated in your Contract. INCOME PLANS An Income Plan is a series of scheduled payments to you or someone you designate. You may choose and change your choice of Income Plan until 30 days before the Payout Start Date. If you do not select an Income Plan, we will make income payments in accordance with Income Plan 1 with guaranteed payments for 10 years. Three Income Plans are available under the Contract. Each is available to provide: .. fixed income payments; .. variable income payments; or .. a combination of the two. 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 investment 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. You may elect to receive guaranteed payments for periods ranging from 5 to 30 years. Income payments for less than 120 months may be subject to a withdrawal charge. We will deduct the mortality and expense risk charge from the Variable Sub-Account assets that support variable income payments even though we may not bear any mortality risk. The length of any guaranteed payment period under your selected Income Plan generally will affect the dollar amounts of each income payment. As a general rule, longer guarantee periods result in lower income payments, all other things being equal. For example, if you choose an Income Plan with payments that depend on the life of the Annuitant but with no minimum specified period for guaranteed payments, the income payments generally will be greater than the income payments made under the same Income Plan with a minimum specified period for guaranteed payments. If you choose Income Plan 1 or 2, or, if available, another Income Plan with payments that continue for the life of the Annuitant or joint Annuitant, we may require proof of age and sex of the Annuitant or joint Annuitant before starting income payments, and proof that the Annuitant or joint Annuitant are alive before we make each payment. Please note that under such Income Plans, if you elect to take no minimum guaranteed payments, it is possible that the payee could receive only 1 income payment if the Annuitant and any joint Annuitant both die before the second income payment, or only 2 income payments if they die before the third income payment, and so on. Generally, you may not make withdrawals after the Payout Start Date. One exception to this rule applies if you are receiving variable income payments that do not depend on the life of the Annuitant (such as under Income Plan 3). In that case you may terminate all or part of the Variable Account portion of the income payments at any time and receive a lump sum equal to the present value of the remaining variable payments associated with the amount withdrawn. The minimum amount you may withdraw under this feature is $1,000. A withdrawal charge may apply. We deduct applicable premium taxes from the Contract Value at the Payout Start Date. We may make other Income Plans available. If you elected the Enhanced Death and Income Benefit Combination Rider or the Enhanced Death and Income Benefit Combination Rider II, you may be able to apply an amount greater than your Contract Value to an Income Plan. You must apply at least the Contract Value in the Fixed Account on the Payout Start Date to fixed income payments. If you wish to apply any portion of your Fixed Account balance to provide variable income payments, you should plan ahead and transfer that amount to the Variable Sub-Accounts prior to the Payout Start Date. If you do not tell us how to allocate your Contract Value among fixed and variable income payments, we will apply your Contract Value in the Variable Account to variable income payments and your Contract Value in the Fixed Account to fixed income payments. We will apply your Contract Value, adjusted by any applicable Market Value Adjustment, less applicable taxes to your Income Plan on the Payout Start Date. If the amount available to apply under an Income Plan is less than $2,000, or not enough to provide an initial payment of at least $20, and state law permits, we may: .. terminate the Contract and pay you the Contract Value, adjusted by any applicable Market Value 24 PROSPECTUS

Adjustment and less any applicable taxes, in a lump sum instead of the periodic payments you have chosen; or .. reduce the frequency of your payments so that each payment will be at least $20. VARIABLE INCOME PAYMENTS The amount of your variable income payments depends upon the investment results of the Variable Sub-Accounts you select, the premium taxes you pay, the age and sex of the Annuitant, and the Income Plan you choose. We guarantee that the payments will not be affected by (a) actual mortality experience and (b) the amount of our administration expenses. We cannot predict the total amount of your variable income payments. Your variable income payments may be more or less than your total purchase payments because (a) variable income payments vary with the investment results of the underlying Portfolios; and (b) the Annuitant could live longer or shorter than we expect based on the tables we use. In calculating the amount of the periodic payments in the annuity tables in the Contract, we assumed an annual investment rate of 3%. If the actual net investment return of the Variable Sub-Accounts you choose is less than this assumed investment rate, then the dollar amount of your variable income payments will decrease. The dollar amount of your variable income payments will increase, however, if the actual net investment return exceeds the assumed investment rate. The dollar amount of the variable income payments stays level if the net investment return equals the assumed investment rate. Please refer to the Statement of Additional Information for more detailed information as to how we determine variable income payments. FIXED INCOME PAYMENTS We guarantee income payment amounts derived from any Fixed Account Option for the duration of the Income Plan. We calculate the fixed income payments by: 1. adjusting the portion of the Contract Value in any Fixed Account Option on the Payout Start Date by any applicable Market Value Adjustment; 2. deducting any applicable premium tax; and 3. applying the resulting amount to the greater of (a) the appropriate value from the income payment table in your Contract or (b) such other value as we are offering at that time. We may defer making fixed income payments for a period of up to 6 months or any shorter time state law may require. If we defer payments for 30 days or more, we will pay interest as required by law from the date we receive the withdrawal request to the date we make payment. CERTAIN EMPLOYEE BENEFIT PLANS The Contracts offered by this prospectus contain income payment tables that provide for different payments to men and women of the same age, except in states that require unisex tables. We reserve the right to use income payment tables that do not distinguish on the basis of sex to the extent permitted by applicable law. In certain employment-related situations, employers are required by law to use the same income payment tables for men and women. Accordingly, if the Contract is to be used in connection with an employment-related retirement or benefit plan and we do not offer unisex annuity tables in your state, you should consult with legal counsel as to whether the purchase of a Contract is appropriate. DEATH BENEFITS - -------------------------------------------------------------------------------- DEATH OF OWNER If you die before the Payout Start Date, any surviving joint Contract Owner or, if none, the Beneficiary will be designated the new Contract Owner and will be entitled to the options described below. If the new Contract Owner previously was the Beneficiary, however, the new Contract Owner's options will be subject to any restrictions previously placed upon the Beneficiary. The claim for death benefits must be submitted to us within 180 days of the relevant death in order to claim the standard or enhanced death benefit. If a complete claim is not submitted within 180 days of the relevant death, the claimant will receive the greater of Contract Value or the Settlement Value. (See "Death Proceeds" below). 1. If your spouse is the sole surviving Contract Owner or, in the absence of any surviving Contract Owner, is the sole Beneficiary: (a) Your spouse may elect to receive the Death Proceeds in a lump sum; or (b) Your spouse may elect to receive the Death Proceeds paid out under one of the Income Plans (described in "Income Payments" above) subject to the following conditions: The Payout Start Date must be within one year of your date of death. Income payments must be payable: (i) over the life of your spouse; or (ii) for a guaranteed number of payments from 5 to 50 years but not to exceed the life expectancy of your spouse; or (iii) over the life of your spouse with a guaranteed number of payments from 5 to 30 years but not to exceed the life expectancy of your spouse. 25 PROSPECTUS

(c) If your spouse does not elect one of these 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 conditions apply: The Contract Value of the continued Contract will be the Death Proceeds. Unless otherwise instructed by the continuing spouse, the excess, if any, of the Death Proceeds over the Contract Value will be allocated to the Sub-accounts of the Variable Account. The 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 Proceeds, 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 Guaranteed 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 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 the 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 or Market Value Adjustment. Prior to the Payout Start Date, the Death Benefit of the continued Contract will be as defined in the Death Benefit provision. Only one spousal continuation is allowed under the Contract. 2. If the new Contract Owner is not your spouse but is a living person: (a) The new Contract Owner may elect to receive the Death Proceeds in a lump sum; or (b) The new Contract Owner may elect to receive the Death Proceeds paid out under one of the Income Plans (described in "Income Payments" above) subject to the following conditions: The Payout Start Date must be within one year of your date of death. Income Payments must be payable: (i) over the life of the new Contract Owner; or (ii) for a guaranteed number of payments from 5 to 50 years but not to exceed the life expectancy of the new Contract Owner; or (iii) over the life of the new Contract Owner with a guaranteed number of payments from 5 to 30 years but not to exceed the life expectancy of the new Contract Owner. (c) If the new Contract Owner does not elect one of the options above, then the new Contract 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 Proceeds, the Contract Value will be the Death Proceeds. Unless otherwise instructed by the new Contract Owner, the excess, if any, of the Death Proceeds over the Contract Value will be allocated to the money market Variable Sub-Account. Henceforth, the new Contract Owner may make transfers (as described in "Transfers During the Payout Phase" above) during this 5 year period. The new Contract Owner may not make additional purchase payments to the Contract under this election. Withdrawal Charges will be waived for any withdrawals made during this 5 year period. We reserve the right to offer additional options upon the death of the Contract Owner. If the new Contract Owner dies prior to the complete liquidation of the Contract Value, then the new Contract Owner's named Beneficiary(ies) will receive the greater of the Settlement Value or the remaining Contract Value. This amount must be liquidated as a lump sum within 5 years of the date of the original Contract Owner's death. 3. If the new Contract Owner is a corporation or other type of non-living person: (a) The new Contract Owner may elect to receive the Death Proceeds in a lump sum; or (b) If the new Contract Owner does not elect the option above, then the new Contract 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 Proceeds, the Contract Value under this option will be the Death Proceeds. Unless otherwise instructed by the new Contract Owner, the excess, if any, of the Death Proceeds over the Contract Value will be allocated to the money market Variable Sub-Account. Henceforth, the new Contract Owner may make transfers (as described in "Transfers During the Payout Phase" above) during this 5 year period. The new Contract Owner may not make additional purchase payments to the Contract under this election. Withdrawal Charges will be waived during this 5 year period. We reserve the right to make additional options available to the new Contract Owner upon the death of the Contract Owner. If any new Contract Owner is a non-living person, all new Contract Owners will be considered to be non-living persons for purposes of these provisions. 26 PROSPECTUS

Under any of these options, all ownership rights, subject to any restrictions previously placed upon the Beneficiary, are available to the new Contract 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, the following apply: 1. If the Contract Owner is a living person, then the Contract will continue with a new Annuitant, who will be: (a) the youngest Contract Owner; otherwise (b) the youngest Beneficiary. You may change the Annuitant before the Payout Start Date. 2. If the Contract Owner is a non-living person: (a) The Contract Owner may elect to receive the Death Proceeds in a lump sum; or (b) If the Contract Owner does not elect the option above, then the Contract 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 Proceeds, the Contract Value under this option will be the Death Proceeds. Unless otherwise instructed by the Contract Owner, the excess, if any, of the Death Proceeds over the Contract Value will be allocated to the money market Variable Sub-Account. Henceforth, the Contract Owner may make transfers (as described in "Transfers During the Payout Phase" above) during this 5 year period. The new Contract Owner may not make additional purchase payments to the Contract under this election. Withdrawal Charges will be waived during this 5 year period. We reserve the right to make additional options available to the Contract Owner upon the death of the Annuitant. Under any of these options, all ownership rights are available to the non-living Contract Owner from the date of the Annuitant's death to the date on which the Death Proceeds are paid. DUE PROOF OF DEATH A claim for a distribution on death must include Due Proof of Death. We will accept the following documentation as "Due Proof of Death": .. a certified copy of a death certificate, .. a certified copy of a decree of a court of competent jurisdiction as to the finding of death, or .. any other proof acceptable to us. DEATH BENEFIT PAYMENTS DEATH PROCEEDS. If we receive a complete request for settlement of the Death Proceeds within 180 days of the date of your death, the Death Proceeds are equal to the applicable death benefit described below. Otherwise, the Death Proceeds are equal to the greater of the Contract value or 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 applicable death benefit as described above. This right applies only for the purposes of determining the amount payable as Death Proceeds and in no way restricts when a claim may be filed. DEATH BENEFIT AMOUNT Prior to the Payout Start Date, the death benefit is equal to the greatest of: 1. the Contract Value as of the date we determine the value of the death benefit, or 2. the SETTLEMENT VALUE (that is, the amount payable on a full withdrawal of Contract Value) on the date we determine the value of the death benefit, or 3. the Contract Value on each DEATH BENEFIT ANNIVERSARY prior to the date we determine the death benefit, increased by purchase payments made since that Death Benefit Anniversary and reduced by an adjustment for any partial withdrawals since that Death Benefit Anniversary. 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 the deduction of any applicable withdrawal charges, contract maintenance charges, and premium taxes. Contract maintenance charges will be pro rated for the part of the Contract Year elapsed as of the date we determine the Settlement Value, unless your Contract qualifies for a waiver of such charges described in the "Contract Maintenance Charge" section above. A "Death Benefit Anniversary" is every seventh Contract Anniversary beginning with the Issue Date. For example, the Issue Date, 7th and 14th Contract Anniversaries are the first 3 Death Benefit Anniversaries. The withdrawal adjustment is equal to (a) divided by (b), with the result multiplied by (c), where: (a) = is the withdrawal amount; (b) = is the Contract Value immediately prior to the withdrawal; and (c) = is the Contract Value on the Death Benefit Anniversary adjusted by any prior purchase payments or withdrawals made since that Anniversary. We will determine the value of the death benefit as of the end of the Valuation Date on which we receive a complete request for payment of the death benefit. If we receive a request after 3 p.m. Central Time on a Valuation Date, 27 PROSPECTUS

we will process the request as of the following Valuation Date. OPTIONAL RIDERS We offer two optional riders: an Enhanced Death Benefit Rider and an Enhanced Death and Income Benefit Combination Rider II. You may elect to add either or no Rider to your Contract; you may not add both. If you elect an optional Rider, we will charge you a higher mortality and expense risk charge. We may discontinue offering either or both of these Riders at any time. The benefits under these Riders are described below. Before September 22, 2000, we offered the Enhanced Death and Income Benefit Combination Rider. We no longer offer it with this Contract. However, it also is described below for the convenience of Contract Owners who purchased it when it was available. ENHANCED DEATH BENEFIT RIDER You may elect the enhanced Death Benefit Rider if the oldest Contract Owner and Annuitant are no older than age 80 as of the date we receive the completed application, or a written request to add the Rider. If the Contract Owner is a living individual, the enhanced death benefit applies only upon the death of the Contract Owner. If the Contract Owner is not a living individual, the enhanced death benefit applies only upon the death of the Annuitant. For Contracts with the Enhanced Death Benefit Rider, the death benefit will be the greatest of (1) through (3) above, or (4) the enhanced death benefit. The enhanced death benefit is equal to the greater of the Enhanced Death Benefit A or Enhanced Death Benefit B. Enhanced Death Benefit B may not be available in all states. The enhanced death benefit will never be greater than the maximum death benefit allowed by any state nonforfeiture laws that govern the Contract. ENHANCED DEATH BENEFIT A. At issue, Enhanced Death Benefit A is equal to the initial purchase payment. After issue, Enhanced Death Benefit A is the greatest of the Anniversary Values as of the date we determine the death benefit. The "Anniversary Value" is equal to the Contract Value on a Contract Anniversary, increased by purchase payments made since that Anniversary and reduced by an adjustment for any partial withdrawals since that Anniversary. The adjustment is equal to (a) divided by (b), and the result multiplied by (c) where: (a) = the withdrawal amount, (b) = the Contract Value immediately prior to the withdrawal, and (c) = the most recently calculated Enhanced Death Benefit A. We will calculate Anniversary Values for each Contract Anniversary prior to the oldest Contract Owner's or the Annuitant's, if the Contract Owner is not a natural person, 85th birthday. After age 85, we will recalculate 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, as defined below. 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 Annuitant's 85th birthday. The adjustment is equal to (a) divided by (b), and the result multiplied by (c) where: (a) = the withdrawal amount, (b) = the Contract Value immediately prior to the withdrawal, and (c) = the most recently calculated Enhanced Death Benefit B. ENHANCED DEATH AND INCOME BENEFIT COMBINATION RIDER. (for Contracts issued before September 22, 2000) The enhanced death benefit portion of the Enhanced Death and Income Benefit Combination Rider is as described above under "Enhanced Death Benefit Rider." The enhanced income benefit guarantees that the amount of income payments you receive will not be less than those determined by applying the value of the enhanced death benefit on the Payout Start Date to the minimum guaranteed rate (rather than to any current rates we may be offering) for the Income Plan you select. 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 90th Birthday. 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 a single or joint lives 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. 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. 28 PROSPECTUS

ENHANCED DEATH AND INCOME BENEFIT COMBINATION RIDER II. (for Contracts issued on or after September 22, 2000). Instead of the Enhanced Death Benefit Rider, you may choose the Enhanced Death and Income Benefit Combination Rider II. The Enhanced Death and Income Benefit Combination Rider II may not be available in all states. The enhanced death benefit portion of the Enhanced Death and Income Benefit Combination Rider II is as described above under "Enhanced Death Benefit Rider." The enhanced income benefit guarantees that the amount of income payments you receive will not be less than those determined by applying the value of the enhanced death benefit on the Payout Start Date to the minimum guaranteed rate (rather than to any current rates we may be offering) for the Income Plan you select. 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, and .. occurs during the 30 day period following a Contract Anniversary. 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 a single or joint lives 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. You must elect to receive fixed income payments, which will be calculated using the appropriate guaranteed income payment table 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. The enhanced income benefit only applies to the determination of income payments under Income Plans in the circumstances described above. This is not a guarantee of Contract Value or investment performance. This benefit does not enhance the amounts you receive in partial withdrawal or surrenders. If you surrender you Contract, you will not receive any benefit under this Rider. MORE INFORMATION - -------------------------------------------------------------------------------- ALLSTATE LIFE Allstate Life is the issuer of the Contract. Allstate Life was organized in 1957 as a stock life insurance company under the laws of the state of Illinois. Prior to January 1, 2005, Glenbrook Life and Annuity Company ("Glenbrook Life") issued the Contract. Effective January 1, 2005, Glenbrook Life merged with Allstate Life ("Merger"). On the date of the Merger, Allstate Life acquired from Glenbrook Life all of Glenbrook Life's assets and became directly liable for Glenbrook Life's liabilities and obligations with respect to all contracts issued by Glenbrook Life. Allstate Life is a wholly owned subsidiary of Allstate Insurance Company, a stock property-liability insurance company organized 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. Allstate Life is licensed to operate in the District of Columbia, Puerto Rico, and all jurisdictions except the state of New York. We intend to offer the Contract in those jurisdictions in which we are licensed. Our home office is located at 3100 Sanders Road, Northbrook, Illinois, 60062. THE VARIABLE ACCOUNT Allstate Life established the Allstate Financial Advisors Separate Account I in 1999. The Contracts were previously issued through the Glenbrook Life Multi-Manager Variable Account. Effective January 1, 2005, Glenbrook Life Multi-Manager Variable Account and Glenbrook Life and Annuity Company Separate Account A combined with Allstate Financial Advisors Separate Account I and consolidated duplicative Variable Sub-Accounts that invest in the same Portfolio (the "Consolidation"). The Accumulation Unit Values for the Variable Sub-Accounts in which you invest did not change as a result of the Consolidation, and your Contract Value immediately after the Consolidation was the same as the value immediately before the Consolidation. 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 Allstate Life. We own the assets of the Variable Account. The Variable Account is a segregated asset account under Illinois 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 Allstate Life. 29 PROSPECTUS

The Variable Account consists of multiple Variable Sub-Accounts, each of which invests in a corresponding Portfolio. We may add new Variable Sub-Accounts or eliminate one or more of them, if we believe marketing, tax, or investment conditions so warrant. We do not guarantee the investment performance of the Variable Account, its Sub-Accounts or the Portfolios. We may use the Variable Account to fund our other annuity contracts. We will account separately for each type of annuity contract funded by the Variable Account. THE PORTFOLIOS DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS. We automatically reinvest all dividends and capital gains distributions from the Portfolios in shares of the distributing Portfolios at their net asset value. VOTING PRIVILEGES. As a general matter, you do not have a direct right to vote the shares of the Portfolios held by the Variable Sub-Accounts to which you have allocated your Contract Value. Under current law, however, you are entitled to give us instructions on how to vote those shares on certain matters. Based on our present view of the law, we will vote the shares of the Portfolios that we hold directly or indirectly through the Variable Account in accordance with instructions that we receive from Contract Owners entitled to give such instructions. As a general rule, before the Payout Start Date, the Contract Owner or anyone with a voting interest is the person entitled to give voting instructions. The number of shares that a person has a right to instruct will be determined by dividing the Contract Value allocated to the applicable Variable Sub-Account by the net asset value per share of the corresponding Portfolio as of the record date of the meeting. After the Payout Start Date the person receiving income payments has the voting interest. The payee's number of votes will be determined by dividing the reserve for such Contract allocated to the applicable Sub-Account by the net asset value per share of the corresponding Portfolio. 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 Portfolio shares as we see fit without regard to voting instructions to the extent permitted by law. If we disregard voting instructions, we will include a summary of that action and our reasons for that action in the next semi-annual financial report we send to you. CHANGES IN PORTFOLIOS. If the shares of any of the Portfolios are no longer available for investment by the Variable Account or if, in our judgment, further investment in such shares is no longer desirable in view of the purposes of the Contract, we may eliminate that Portfolio and substitute shares of another eligible investment Portfolio. Any substitution of securities will comply with the requirements of the Investment Company Act of 1940. We also may add new Variable Sub-Accounts that invest in additional underlying funds. We will notify you in advance of any change. CONFLICTS OF INTEREST. Certain of the Portfolios sell their shares to separate accounts underlying both variable life insurance and variable annuity contracts. It is conceivable that in the future it may be unfavorable for variable life insurance separate accounts and variable annuity separate accounts to invest in the same Portfolio. The board of directors/trustees of these Portfolios monitors for possible conflicts among separate accounts buying shares of the Portfolios. Conflicts could develop for a variety of reasons. For example, differences in treatment under tax and other laws or the failure by a separate account to comply with such laws could cause a conflict. To eliminate a conflict, the Portfolio's board of directors/trustees may require a separate account to withdraw its participation in a Portfolio. A Portfolio's net asset value could decrease if it had to sell investment securities to pay redemption proceeds to a separate account withdrawing because of a conflict. THE CONTRACT DISTRIBUTION. ALFS, Inc. ("ALFS"), located at 3100 Sanders Road, Northbrook, IL 60062-7154, serves as principal underwriter of the Contracts. ALFS is a wholly owned subsidiary of Allstate Life. ALFS is a registered broker dealer under the Securities and Exchange Act of 1934, as amended ("EXCHANGE ACT"), and is a member of the 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% of all purchase payments. These commissions are intended to cover distribution expenses. Sometimes, we also pay the broker-dealer a persistency bonus in addition to the standard commissions. A persistency bonus is not expected to exceed 0.25%, on an annual basis, of the Contract Values considered in connection with the bonus. In some states, Contracts may be sold by representatives or employees of banks which may be acting as broker-dealers without separate registration under the Exchange Act, pursuant to legal and regulatory exceptions. Allstate 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. 30 PROSPECTUS

We provide the following administrative services, among others: .. issuance of the Contracts; .. maintenance of Contract Owner records; .. Contract Owner services; .. calculation of unit values; .. maintenance of the Variable Account; and .. preparation of Contract Owner reports. We will send you Contract statements and transaction confirmations at least annually. You should notify us promptly in writing of any address change. You should read your statements and confirmations carefully and verify their accuracy. You should contact us promptly if you have a question about a periodic statement. We will investigate all complaints and make any necessary adjustments retroactively, but you must notify us of a potential error within a reasonable time after the date of the questioned statement. If you wait too long, we reserve the right to make the adjustment as of the date that we receive notice of the potential error. We will also provide you with additional periodic and other reports, information and prospectuses as may be required by federal securities laws. NON-QUALIFIED ANNUITIES HELD WITHIN A QUALIFIED PLAN If you use the Contract within an employer sponsored qualified retirement 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. Allstate Life no longer issues deferred annuities to employer sponsored qualified retirement plans. LEGAL MATTERS All matters of state insurance law pertaining to the Contracts, including the validity of the Contracts and Allstate Life's right to issue such Contracts under state insurance law, have been passed upon by Michael J. Velotta, General Counsel of Allstate Life. 31 PROSPECTUS

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 private and published rulings in which it found that Contract owners were not owners of separate account assets. For example, if your contract offers more than twenty (20) investment alternatives you have the choice to allocate premiums and contract values among a broader selection of investment alternatives than described in such rulings. 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. Allstate 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. If any variable payment is less than the excludable amount you should contact a competent tax advisor to determine how to report any unrecovered investment. 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. 33 PROSPECTUS

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 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 material 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. A material modification does not include permitted changes described in published IRS rulings. You should consult a competent tax advisor prior to creating or modifying a substantially equal periodic payment stream. 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 into a 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. PARTIAL EXCHANGES. The IRS has issued a ruling that permits partial exchanges of annuity contracts. Under this ruling, if you take a withdrawal from a receiving or relinquishing annuity contract within 24 months of the partial exchange, then special aggregation rules apply for purposes of determining the taxable amount of a distribution. The IRS has issued limited guidance on how to aggregate and report these distributions. The IRS is expected to provide further guidance; as a result, it is possible that the amount we calculate and report to the IRS as taxable could be different. 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. 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. AGGREGATION OF ANNUITY CONTRACTS. The Code requires that all non-Qualified deferred annuity contracts issued by Allstate 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, Allstate 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. Allstate 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. If no U.S. taxpayer identification number is provided, we will automatically withhold using single with zero 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 Allstate Life as 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 if covered 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 a completed 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. The U.S. does not have a tax treaty with all countries nor do all tax treaties provide an exclusion or lower withholding rate for annuities. 34 PROSPECTUS

ANNUAL REPORTS AND OTHER DOCUMENTS - -------------------------------------------------------------------------------- Allstate Life's annual report on Form 10-K for the year ended December 31, 2003 and its Form 10-Q reports for the quarters ended March 31, 2004, June 30, 2004, and September 30, 2004 are incorporated herein by reference which means that they are legally a part of this prospectus. After the date of this prospectus and before we terminate the offering of the securities under this prospectus, all documents or reports we file with the SEC under the Exchange Act are also incorporated herein by reference, which means that they also legally become a part of this prospectus. Statements in this prospectus, or in documents that we file later with the SEC and that legally become a part of this prospectus, may change or supersede statements in other documents that are legally part of this prospectus. Accordingly, only the statement that is changed or replaced will legally be a part of this prospectus. We file our Exchange Act documents and reports, including our annual and quarterly reports on Form 10-K and Form 10-Q electronically on the SEC's "EDGAR" system using the identifying number CIK No. 0000352736. 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 2940 S. 84TH STREET, LINCOLN, NE 68506-4142 (telephone: 1-800-755-5275). 38 PROSPECTUS

APPENDIX A ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH VARIABLE SUB-ACCOUNT SINCE CONTRACTS WERE FIRST OFFERED* - -------------------------------------------------------------------------------- BASIC POLICY For the Years Beginning January 1 and Ending December 31,* 1998 1999 2000 2001 2002 AIM V.I. BALANCED SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.73 $ 12.66 $ 11.99 $ 10.501 Accumulation Unit Value, End of Period $10.73 $ 12.66 $ 11.99 $ 10.501 $ 8.605 Number of Units Outstanding, End of Period 0 7,487 52,646 90,025 79,599 AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.39 $ 16.29 $ 14.35 $ 10.883 Accumulation Unit Value, End of Period $11.39 $ 16.29 $ 14.35 $ 10.883 $ 8.138 Number of Units Outstanding, End of Period 0 8,743 73,347 76,217 62,506 AIM V.I. CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.36 $ 15.09 $ 12.74 $ 9.721 Accumulation Unit Value, End of Period $11.36 $ 15.09 $ 12.74 $ 9.721 $ 8.112 Number of Units Outstanding, End of Period 0 12,180 53,747 73,192 55,166 AIM V.I. GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.83 $ 15.82 $ 12.43 $ 8.127 Accumulation Unit Value, End of Period $11.83 $ 15.82 $ 12.43 $ 8.127 $ 5.545 Number of Units Outstanding, End of Period 0 13,275 69,688 57,165 41,008 AIM V.I. HIGH YIELD SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.31 $ 11.27 $ 9.03 $ 8.477 Accumulation Unit Value, End of Period $10.31 $ 11.27 $ 9.03 $ 8.477 $ 7.891 Number of Units Outstanding, End of Period 0 7,387 9,651 16,857 9,136 AIM V.I. PREMIER EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.52 $ 14.80 $ 12.49 $ 10.794 Accumulation Unit Value, End of Period $11.52 $ 14.80 $ 12.49 $ 10.794 $ 7.442 Number of Units Outstanding, End of Period 0 42,074 115,418 13,3037 99,724 FEDERATED PRIME MONEY FUND II SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 10.06 $ 10.55 $ 10.819 Accumulation Unit Value, End of Period -- $ 10.06 $ 10.55 $ 10.819 $ 10.845 Number of Units Outstanding, End of Period -- 7,985 11,541 46,149 140,320 FIDELITY VIP CONTRAFUND/(R)/ SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.66 $ 14.33 $ 13.23 $ 11.473 Accumulation Unit Value, End of Period $11.66 $ 14.33 $ 13.23 $ 11.473 $ 10.281 Number of Units Outstanding, End of Period 0 18,963 101,434 128,908 109,080 FIDELITY VIP EQUITY-INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.48 $ 11.02 $ 11.81 $ 11.096 Accumulation Unit Value, End of Period $10.48 $ 11.02 $ 11.81 $ 11.096 $ 9.110 Number of Units Outstanding, End of Period 0 30,264 100,008 169,933 151,301 FIDELITY VIP GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.20 $ 15.22 $ 13.40 $ 10.906 Accumulation Unit Value, End of Period $11.20 $ 15.22 $ 13.40 $ 10.906 $ 7.536 Number of Units Outstanding, End of Period 0 25,821 168,574 193,055 156,368 FIDELITY VIP HIGH INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.43 $ 11.16 $ 8.55 $ 7.462 Accumulation Unit Value, End of Period $10.43 $ 11.16 $ 8.55 $ 7.462 $ 7.631 Number of Units Outstanding, End of Period 0 3,837 45,083 69,939 76,485 FIDELITY VIP INDEX 500 SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 9.14 $ 7.944 Accumulation Unit Value, End of Period -- -- $ 9.14 $ 7.944 $ 6.106 Number of Units Outstanding, End of Period -- -- 106,077 178,134 136,928 39 PROSPECTUS

FIDELITY VIP OVERSEAS SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 8.38 $ 6.529 Accumulation Unit Value, End of Period -- -- $ 8.38 $ 6.529 $ 5.145 Number of Units Outstanding, End of Period -- -- 30,679 32,911 27,325 FTVIP TEMPLETON GLOBAL INCOME SECURITIES SUB-ACCOUNT/(//3//)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.74 $ 11.39 $ 11.513 Accumulation Unit Value, End of Period -- -- $ 11.39 $ 11.513 $ 13.788 Number of Units Outstanding, End of Period -- -- 438 2,410 5,084 FTVIP TEMPLETON GROWTH SECURITIES SUB-ACCOUNT/(//3//)/ Accumulation Unit Value, Beginning of Period -- -- $ 12.89 $ 13.59 $ 13.262 Accumulation Unit Value, End of Period -- -- $ 13.59 $ 13.262 $ 10.686 Number of Units Outstanding, End of Period -- -- 11,237 10,586 12,533 FTVIP TEMPLETON STOCK (CLASS 2) SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- -- $ 11.37 -- -- Accumulation Unit Value, End of Period -- -- 11.42 -- -- Number of Units Outstanding, End of Period -- -- 0 -- -- FTVIP TEMPLETON BOND (CLASS 2) SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 -- -- Accumulation Unit Value, End of Period -- -- $ 9.87 -- -- Number of Units Outstanding, End of Period -- -- 0 -- -- MFS EMERGING GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.95 $ 20.88 $ 16.60 $ 10.913 Accumulation Unit Value, End of Period $11.95 $ 20.88 $ 16.60 $ 10.913 $ 7.146 Number of Units Outstanding, End of Period 0 1,059 58,101 104,779 94,106 MFS INVESTORS TRUST SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.81 $ 11.41 $ 11.26 $ 9.358 Accumulation Unit Value, End of Period $10.81 $ 11.41 $ 11.26 $ 9.358 $ 7.311 Number of Units Outstanding, End of Period 0 6,295 1,547 45,121 32,328 MFS NEW DISCOVERY SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period -- -- -- $ 10.00 $ 17.758 Accumulation Unit Value, End of Period -- -- -- $ 17.758 $ 7.190 Number of Units Outstanding, End of Period -- -- -- 6,802 194 MFS RESEARCH SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 11.53 $ 10.85 $ 8.445 Accumulation Unit Value, End of Period -- $ 11.53 $ 10.85 $ 8.445 $ 6.300 Number of Units Outstanding, End of Period -- 0 15,852 60,264 49,885 MFS UTILITIES SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period -- -- -- $ 10.00 $ 9.123 Accumulation Unit Value, End of Period -- -- -- $ 9.123 $ 6.959 Number of Units Outstanding, End of Period -- -- -- 0 0 OPPENHEIMER AGGRESSIVE GROWTH SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 13.73 $ 12.05 $ 8.187 Accumulation Unit Value, End of Period -- $ 13.73 $ 12.05 $ 8.187 $ 5.844 Number of Units Outstanding, End of Period -- 0 24,923 55,945 46,064 OPPENHEIMER BALANCED SUB-ACCOUNT/(2)//(5)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.16 $ 10.49 $ 10.603 Accumulation Unit Value, End of Period -- -- $ 10.49 $ 10.603 $ 9.391 Number of Units Outstanding, End of Period -- -- 20,686 116,284 113,735 OPPENHEIMER CAPITAL APPRECIATION SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 12.11 $ 11.95 $ 10.329 Accumulation Unit Value, End of Period -- $ 12.00 $ 11.95 $ 10.329 $ 7.469 Number of Units Outstanding, End of Period -- 0 53,406 146,217 168,706 OPPENHEIMER GLOBAL SECURITIES SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 13.11 $ 13.62 $ 11.846 Accumulation Unit Value, End of Period -- $ 13.11 $ 13.62 $ 11.846 $ 9.118 Number of Units Outstanding, End of Period -- 0 60,419 91,989 91,945 40 PROSPECTUS

OPPENHEIMER MAIN STREET SUB-ACCOUNT/(1)//(6)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 10.78 $ 9.72 $ 8.636 Accumulation Unit Value, End of Period -- $ 10.78 $ 9.72 $ 8.636 $ 6.932 Number of Units Outstanding, End of Period -- 0 121,955 283,935 281,180 OPPENHEIMER STRATEGIC BOND SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 10.16 $ 10.31 $ 10.690 Accumulation Unit Value, End of Period -- $ 10.16 $ 10.31 $ 10.690 $ 11.354 Number of Units Outstanding, End of Period -- 0 28,737 56,563 74,026 PUTNAM VT DISCOVERY GROWTH/(4)//(7)/ Accumulation Unit Value, Beginning of Period -- -- -- $ 10.00 $ 10.142 Accumulation Unit Value, End of Period -- -- -- $ 10.142 $ 7.053 Number of Units Outstanding, End of Period -- -- -- 0 0 PUTNAM VT DIVERSIFIED INCOME SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period -- -- -- $ 10.00 $ 9.867 Accumulation Unit Value, End of Period -- -- -- $ 9.867 $ 10.321 Number of Units Outstanding, End of Period -- -- -- 0 478 PUTNAM VT GROWTH AND INCOME SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period -- -- -- $ 10.00 $ 9.907 Accumulation Unit Value, End of Period -- -- -- $ 9.907 $ 7.926 Number of Units Outstanding, End of Period -- -- -- 0 0 PUTNAM VT GROWTH OPPORTUNITIES SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period -- -- -- $ 10.00 $ 10.150 Accumulation Unit Value, End of Period -- -- -- $ 10.150 $ 7.068 Number of Units Outstanding, End of Period -- -- -- 0 0 PUTNAM VT HEALTH SCIENCES SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period -- -- -- $ 10.00 $ 9.798 Accumulation Unit Value, End of Period -- -- -- $ 9.798 $ 7.708 Number of Units Outstanding, End of Period -- -- -- 0 2,310 PUTNAM VT NEW VALUE SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period -- -- -- $ 10.00 $ 10.124 Accumulation Unit Value, End of Period -- -- -- $ 10.124 $ 8.438 Number of Units Outstanding, End of Period -- -- -- 0 1,067 STI CLASSIC CAPITAL APPRECIATION SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 10.60 $ 10.80 $ 10.107 Accumulation Unit Value, End of Period -- $ 10.60 $ 10.80 $ 10.107 $ 7.805 Number of Units Outstanding, End of Period -- 10,425 0 54,725 75,373 STI CLASSIC GROWTH AND INCOME SUB-ACCOUNT/(//3//)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 10.79 $ 10.075 Accumulation Unit Value, End of Period -- -- $ 10.79 $ 10.075 $ 7.909 Number of Units Outstanding, End of Period -- -- 16,189 88,166 88,530 STI CLASSIC INTERNATIONAL EQUITY SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 9.72 $ 7.937 Accumulation Unit Value, End of Period -- -- $ 9.72 $ 7.937 $ 6.388 Number of Units Outstanding, End of Period -- -- 2,615 7,445 16,897 STI CLASSIC INVESTMENT GRADE BOND SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 10.61 $ 11.452 Accumulation Unit Value, End of Period -- -- $ 10.61 $ 11.452 $ 12.158 Number of Units Outstanding, End of Period -- -- 11649 30994 50,127 STI CLASSIC MID-CAP EQUITY SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 9.21 $ 9.350 Accumulation Unit Value, End of Period -- $ 9.21 $ 9.350 $ 6.613 Number of Units Outstanding, End of Period -- 5778 16934 33,444 STI CLASSIC QUALITY GROWTH STOCK SUB-ACCOUNT/(//2//)//(8)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 9.58 $ 7.703 Accumulation Unit Value, End of Period -- -- $ 9.58 $ 7.703 $ 6.168 Number of Units Outstanding, End of Period -- -- 9,606 11,789 0 41 PROSPECTUS

STI CLASSIC SMALL CAP VALUE EQUITY SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 11.85 $ 14.234 Accumulation Unit Value, End of Period -- -- $ 11.85 $ 14.234 $ 13.903 Number of Units Outstanding, End of Period -- -- 3,572 0 43,462 STI CLASSIC VALUE INCOME STOCK SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 9.46 $ 10.33 $ 10.097 Accumulation Unit Value, End of Period -- $ 9.46 $ 10.33 $ 10.097 $ 8.286 Number of Units Outstanding, End of Period -- 5,699 13,619 32,108 37,215 For the Years Beginning January 1 and Ending December 2003 2004 31,* AIM V.I. BALANCED SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.605 $ 9.899 Accumulation Unit Value, End of Period $ 9.899 $ 9.863 Number of Units Outstanding, End of Period 77,339 76,112 AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.138 $ 10.420 Accumulation Unit Value, End of Period $ 10.420 $ 10.011 Number of Units Outstanding, End of Period 51,334 45,919 AIM V.I. CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.112 $ 9.978 Accumulation Unit Value, End of Period $ 9.978 $ 10.030 Number of Units Outstanding, End of Period 52,185 49,973 AIM V.I. GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 5.545 $ 7.195 Accumulation Unit Value, End of Period $ 7.195 $ 6.979 Number of Units Outstanding, End of Period 29,457 27,704 AIM V.I. HIGH YIELD SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.891 $ 9.988 Accumulation Unit Value, End of Period $ 9.988 $ 10.516 Number of Units Outstanding, End of Period 9,047 8,957 AIM V.I. PREMIER EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.442 $ 9.202 Accumulation Unit Value, End of Period $ 9.202 $ 8.893 Number of Units Outstanding, End of Period 89,645 80,195 FEDERATED PRIME MONEY FUND II SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period $ 10.845 $ 10.794 Accumulation Unit Value, End of Period $ 10.794 $ 10.752 Number of Units Outstanding, End of Period 129,547 121,989 FIDELITY VIP CONTRAFUND/(R)/ SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.281 $ 13.057 Accumulation Unit Value, End of Period $ 13.057 $ 13.691 Number of Units Outstanding, End of Period 105,900 102,482 FIDELITY VIP EQUITY-INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 9.110 $ 11.738 Accumulation Unit Value, End of Period $ 11.738 $ 11.879 Number of Units Outstanding, End of Period 139,986 138,095 FIDELITY VIP GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.536 $ 9.896 Accumulation Unit Value, End of Period $ 9.896 $ 9.351 Number of Units Outstanding, End of Period 144,374 135,616 FIDELITY VIP HIGH INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.631 $ 9.600 Accumulation Unit Value, End of Period $ 9.600 $ 9.969 Number of Units Outstanding, End of Period 97,563 96,011 42 PROSPECTUS

FIDELITY VIP INDEX 500 SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period $ 6.106 $ 7.751 Accumulation Unit Value, End of Period $ 7.751 $ 7.787 Number of Units Outstanding, End of Period 116,961 105,243 FIDELITY VIP OVERSEAS SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period $ 5.145 $ 7.292 Accumulation Unit Value, End of Period $ 7.292 $ 7.188 Number of Units Outstanding, End of Period 24,325 23,467 FTVIP TEMPLETON GLOBAL INCOME SECURITIES SUB-ACCOUNT/(//3//)/ Accumulation Unit Value, Beginning of Period $ 13.788 $ 16.689 Accumulation Unit Value, End of Period $ 16.689 $ 17.224 Number of Units Outstanding, End of Period 2,474 2,704 FTVIP TEMPLETON GROWTH SECURITIES SUB-ACCOUNT/(//3//)/ Accumulation Unit Value, Beginning of Period $ 10.686 $ 13.959 Accumulation Unit Value, End of Period $ 13.959 $ 14.431 Number of Units Outstanding, End of Period 12,455 13,020 FTVIP TEMPLETON STOCK (CLASS 2) SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- -- Accumulation Unit Value, End of Period -- -- Number of Units Outstanding, End of Period -- -- FTVIP TEMPLETON BOND (CLASS 2) SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period -- --- Accumulation Unit Value, End of Period -- -- Number of Units Outstanding, End of Period -- -- MFS EMERGING GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.146 $ 9.200 Accumulation Unit Value, End of Period $ 9.200 $ 9.021 Number of Units Outstanding, End of Period 83,943 72,029 MFS INVESTORS TRUST SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.311 $ 8.828 Accumulation Unit Value, End of Period $ 8.828 $ 8.809 Number of Units Outstanding, End of Period 30,413 28,480 MFS NEW DISCOVERY SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period $ 7.190 $ 9.494 Accumulation Unit Value, End of Period $ 9.494 $ 8.766 Number of Units Outstanding, End of Period 1,319 1,842 MFS RESEARCH SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period $ 6.300 $ 7.766 Accumulation Unit Value, End of Period $ 7.766 $ 7.900 Number of Units Outstanding, End of Period 48,032 32,001 MFS UTILITIES SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period $ 6.959 $ 9.340 Accumulation Unit Value, End of Period $ 9.340 $ 10.433 Number of Units Outstanding, End of Period 0 0 OPPENHEIMER AGGRESSIVE GROWTH SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period $ 5.844 $ 7.255 Accumulation Unit Value, End of Period $ 7.255 $ 7.660 Number of Units Outstanding, End of Period 36,584 34,219 OPPENHEIMER BALANCED SUB-ACCOUNT/(2)//(5)/ Accumulation Unit Value, Beginning of Period $ 9.391 $ 11.601 Accumulation Unit Value, End of Period $ 11.601 $ 11.744 Number of Units Outstanding, End of Period 110,979 139,578 OPPENHEIMER CAPITAL APPRECIATION SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period $ 7.469 $ 9.668 Accumulation Unit Value, End of Period $ 9.668 $ 9.438 Number of Units Outstanding, End of Period 170,101 171,408 43 PROSPECTUS

OPPENHEIMER GLOBAL SECURITIES SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period $ 9.118 $ 12.892 Accumulation Unit Value, End of Period $ 12.892 $ 13.099 Number of Units Outstanding, End of Period 68,704 65,900 OPPENHEIMER MAIN STREET SUB-ACCOUNT/(1)//(6)/ Accumulation Unit Value, Beginning of Period $ 6.932 $ 8.684 Accumulation Unit Value, End of Period $ 8.684 $ 8.660 Number of Units Outstanding, End of Period 272,277 267,039 OPPENHEIMER STRATEGIC BOND SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period $ 11.354 $ 13.253 Accumulation Unit Value, End of Period $ 13.253 $ 13.621 Number of Units Outstanding, End of Period 69,493 68,750 PUTNAM VT DISCOVERY GROWTH/(4)/(7) Accumulation Unit Value, Beginning of Period $ 7.053 $ 9.194 Accumulation Unit Value, End of Period $ 9.194 $ 8.675 Number of Units Outstanding, End of Period 0 0 PUTNAM VT DIVERSIFIED INCOME SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period $ 10.321 $ 12.236 Accumulation Unit Value, End of Period $ 12.236 $ 12.761 Number of Units Outstanding, End of Period 478 0 PUTNAM VT GROWTH AND INCOME SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period $ 7.926 $ 9.971 Accumulation Unit Value, End of Period $ 9.971 $ 10.087 Number of Units Outstanding, End of Period 0 0 PUTNAM VT GROWTH OPPORTUNITIES SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period $ 7.068 $ 8.589 Accumulation Unit Value, End of Period $ 8.589 $ 8.027 Number of Units Outstanding, End of Period 0 0 PUTNAM VT HEALTH SCIENCES SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period $ 7.708 $ 9.013 Accumulation Unit Value, End of Period $ 9.013 $ 8.831 Number of Units Outstanding, End of Period 2,310 2,661 PUTNAM VT NEW VALUE SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period $ 8.438 $ 11.040 Accumulation Unit Value, End of Period $ 11.040 $ 11.465 Number of Units Outstanding, End of Period 1,949 1,949 STI CLASSIC CAPITAL APPRECIATION SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period $ 7.805 $ 9.139 Accumulation Unit Value, End of Period $ 9.139 $ 8.955 Number of Units Outstanding, End of Period 68,655 63,103 STI CLASSIC GROWTH AND INCOME SUB-ACCOUNT/(//3//)/ Accumulation Unit Value, Beginning of Period $ 7.909 $ 9.889 Accumulation Unit Value, End of Period $ 9.889 $ 10.192 Number of Units Outstanding, End of Period 86,209 82,658 STI CLASSIC INTERNATIONAL EQUITY SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period $ 6.388 $ 8.671 Accumulation Unit Value, End of Period $ 8.671 $ 8.971 Number of Units Outstanding, End of Period 13,000 11,663 STI CLASSIC INVESTMENT GRADE BOND SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period $ 12.158 $ 12.442 Accumulation Unit Value, End of Period $ 12.442 $ 12.697 Number of Units Outstanding, End of Period 52,719 49,600 STI CLASSIC MID-CAP EQUITY SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period $ 6.613 $ 8.481 Accumulation Unit Value, End of Period $ 8.481 $ 8.707 Number of Units Outstanding, End of Period 30,536 29,802 44 PROSPECTUS

STI CLASSIC QUALITY GROWTH STOCK SUB-ACCOUNT/(//2//)/(8) Accumulation Unit Value, Beginning of Period -- -- Accumulation Unit Value, End of Period -- -- Number of Units Outstanding, End of Period -- -- STI CLASSIC SMALL CAP VALUE EQUITY SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period $ 13.903 $ 19.027 Accumulation Unit Value, End of Period $ 19.027 $ 20.645 Number of Units Outstanding, End of Period 41,432 40,715 STI CLASSIC VALUE INCOME STOCK SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period $ 8.286 $ 10.085 Accumulation Unit Value, End of Period $ 10.085 $ 10.611 Number of Units Outstanding, End of Period 35,933 34,971 * The Contracts were first offered on November 10, 1998. The Accumulation Unit Values in this table reflect a mortality and expense risk charge of 1.05% and an administrative expense charge of 0.10%. All of the Variable Sub-Accounts commenced operations on or before November 10, 1998, except as described in the footnotes below. The Accumulation Unit information shown for 2004 is for the period beginning January 1 and ending September 30. (1) Variable Sub-Accounts that commenced operations on November 1, 1999. (2) Variable Sub-Accounts that commenced operations on January 24, 2000. (3) Variable Sub-Accounts that commenced operations on May 1, 2000. (4) Variable Sub-Accounts that commenced operations on August 30, 2001. (5) Effective May 1, 2004, Oppenheimer Multiple Strategies Fund/VA changed its name to Oppenheimer Balanced Fund/VA. We have made a corresponding change in the name of the Variable Sub-Account that invests in this Portfolio. (6) Effective May 1, 2003, Oppenheimer Main Street Growth & Income Fund/VA changed its name to Oppenheimer Main Street Fund/VA. We have made a corresponding change in the name of the Variable Sub-Account that invests in this Portfolio. (7) Effective May 1, 2003, Putnam VT Voyager Fund II changed its name to Putnam VT Discovery Growth Fund. We have made a corresponding change in the name of the Variable Sub-Account that invests in this Portfolio. (8) STI Classic Quality Growth Stock Sub-Account is not available to new investors as of September 6, 2002. 45 PROSPECTUS

ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH VARIABLE SUB-ACCOUNT SINCE CONTRACTS WERE FIRST OFFERED* - -------------------------------------------------------------------------------- WITH ENHANCED DEATH AND INCOME BENEFIT COMBINATION RIDER II (FOR CONTRACTS ISSUED BEFORE 9/22/00) For the Years Beginning January 1 and Ending December 31,* 1998 1999 2000 2001 2002 ----------------------------------------------- AIM V.I. BALANCED SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.73 $ 12.60 $ 11.88 $ 10.356 Accumulation Unit Value, End of Period $10.73 $ 12.60 $ 11.88 $ 10.356 $ 8.450 Number of Units Outstanding, End of Period 405 43,121 101,781 94,585 89,074 AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.39 $ 16.21 $ 14.22 $ 10.734 Accumulation Unit Value, End of Period $11.39 $ 16.21 $ 14.22 $ 10.734 $ 7.991 Number of Units Outstanding, End of Period 398 16,046 122,768 129,783 103,573 AIM V.I. CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.36 $ 15.01 $ 15.01 $ 9.588 Accumulation Unit Value, End of Period $11.36 $ 15.01 $ 12.63 $ 9.588 $ 7.966 Number of Units Outstanding, End of Period 386 1,159 66,400 69,341 55,288 AIM V.I. GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.82 $ 15.74 $ 12.32 $ 8.015 Accumulation Unit Value, End of Period $11.82 $ 15.74 $ 12.32 $ 8.015 $ 5.445 Number of Units Outstanding, End of Period 386 21,246 108,292 112,689 104,501 AIM V.I. HIGH YIELD SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.31 $ 11.22 $ 8.94 $ 8.361 Accumulation Unit Value, End of Period 10.31 $ 11.22 $ 8.94 $ 8.361 $ 7.748 Number of Units Outstanding, End of Period 185 10,889 1,120 12,011 AIM V.I. PREMIER EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.51 $ 14.73 $ 12.37 $ 10.646 Accumulation Unit Value, End of Period $11.51 $ 14.73 $ 12.37 $ 10.646 $ 7.307 Number of Units Outstanding, End of Period 34,288 159,570 160,343 126,176 FEDERATED PRIME MONEY FUND II SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 10.06 $ 10.49 $ 10.716 Accumulation Unit Value, End of Period -- $ 10.06 $ 10.49 $ 10.716 $ 10.695 Number of Units Outstanding, End of Period -- 5,291 40,906 127,260 140,899 FIDELITY VIP CONTRAFUND/(R)/ SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.65 $ 14.26 $ 13.10 $ 11.315 Accumulation Unit Value, End of Period $11.65 $ 14.26 $ 13.10 $ 11.315 $ 10.096 Number of Units Outstanding, End of Period 387 32,161 131,791 134,375 114,720 FIDELITY VIP EQUITY-INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.47 $ 10.96 $ 11.70 $ 10.944 Accumulation Unit Value, End of Period $10.47 $ 10.96 $ 11.70 $ 10.944 $ 8.946 Number of Units Outstanding, End of Period 0 1,1621 45,849 55,016 54,937 FIDELITY VIP GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.19 $ 15.15 $ 13.27 $ 10.756 Accumulation Unit Value, End of Period $11.19 $ 15.15 $ 13.27 $ 10.756 $ 7.399 Number of Units Outstanding, End of Period 0 22,088 151,189 149,935 123,919 FIDELITY VIP HIGH INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.43 $ 11.10 $ 8.47 $ 7.359 Accumulation Unit Value, End of Period $10.43 $ 11.10 $ 8.47 $ 7.359 $ 7.493 Number of Units Outstanding, End of Period 0 3,667 3,1190 24,128 17,717 FIDELITY VIP INDEX 500 SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 9.11 $ 7.876 Accumulation Unit Value, End of Period -- -- $ 9.11 $ 7.876 $ 6.027 Number of Units Outstanding, End of Period -- -- 91,596 113,232 91,466 46 PROSPECTUS

FIDELITY VIP OVERSEAS SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 8.34 $ 6.473 Accumulation Unit Value, End of Period -- -- $ 8.34 $ 6.473 $ 5.079 Number of Units Outstanding, End of Period -- -- 30,230 29,449 26,477 FTVIP TEMPLETON GLOBAL INCOME SECURITIES SUB-ACCOUNT/(//3//)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 11.36 $ 11.428 Accumulation Unit Value, End of Period -- -- $ 11.36 $ 11.428 $ 13.627 Number of Units Outstanding, End of Period -- -- 11,685 13,624 14,475 FTVIP TEMPLETON GROWTH SECURITIES SUB-ACCOUNT/(//3//)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 13.55 $ 13.165 Accumulation Unit Value, End of Period -- -- $ 13.55 $ 13.165 $ 10.561 Number of Units Outstanding, End of Period -- -- 9457 10,221 10,224 FTVIP TEMPLETON STOCK (CLASS 2) SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 10.00 -- -- Accumulation Unit Value, End of Period -- $ 10.00 $ 11.40 -- -- Number of Units Outstanding, End of Period -- 0 0 -- -- FTVIP TEMPLETON BOND (CLASS 2) SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 10.00 -- -- Accumulation Unit Value, End of Period -- $ 10.00 $ 9.86 -- -- Number of Units Outstanding, End of Period -- 0 0 -- -- MFS EMERGING GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.94 $ 20.78 $ 16.44 $ 10.763 Accumulation Unit Value, End of Period $11.94 $ 20.78 $ 16.44 $ 10.763 $ 7.017 Number of Units Outstanding, End of Period 0 19,189 63,991 65,183 58,274 MFS INVESTORS TRUST SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.81 $ 11.35 $ 11.16 $ 9.229 Accumulation Unit Value, End of Period $10.81 $ 11.35 $ 11.16 $ 9.229 $ 7.179 Number of Units Outstanding, End of Period 0 4,808 11,160 9,277 7,991 MFS NEW DISCOVERY SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period -- -- -- $ 10.00 $ 17.636 Accumulation Unit Value, End of Period -- -- -- $ 17.636 $ 7.147 Number of Units Outstanding, End of Period -- -- -- 0 3,061 MFS RESEARCH SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 11.52 $ 10.79 $ 8.365 Accumulation Unit Value, End of Period -- $ 11.52 $ 10.79 $ 8.365 $ 6.231 Number of Units Outstanding, End of Period -- 0 60,709 73,568 69,858 MFS UTILITIES SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period -- -- -- $ 10.00 $ 9.116 Accumulation Unit Value, End of Period -- -- -- $ 9.116 $ 6.918 Number of Units Outstanding, End of Period -- -- -- 0 860 OPPENHEIMER AGGRESSIVE GROWTH SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 13.72 $ 11.99 $ 8.109 Accumulation Unit Value, End of Period -- $ 13.72 $ 11.99 $ 8.109 $ 5.763 Number of Units Outstanding, End of Period -- 0 38,398 42,643 36,265 OPPENHEIMER BALANCED SUB-ACCOUNT/(2)//(5)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 10.45 $ 10.513 Accumulation Unit Value, End of Period -- -- $ 10.45 $ 10.513 $ 9.271 Number of Units Outstanding, End of Period -- -- 20,592 28,807 27,874 OPPENHEIMER CAPITAL APPRECIATION SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 12.10 $ 11.89 $ 10.232 Accumulation Unit Value, End of Period -- $ 12.10 $ 11.89 $ 10.232 $ 7.365 Number of Units Outstanding, End of Period -- 0 38,398 43,914 42,764 OPPENHEIMER GLOBAL SECURITIES SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 13.10 $ 13.55 $ 11.734 Accumulation Unit Value, End of Period -- $ 13.10 $ 13.55 $ 11.734 $ 8.992 Number of Units Outstanding, End of Period -- 0 33,241 33,299 34,078 47 PROSPECTUS

OPPENHEIMER MAIN STREET SUB-ACCOUNT/(1)//(6)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 10.77 $ 9.67 $ 8.55 Accumulation Unit Value, End of Period -- $ 10.77 $ 9.67 $ 8.55 $ 6.836 Number of Units Outstanding, End of Period -- 0 130,587 144,668 119,766 OPPENHEIMER STRATEGIC BOND SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 10.15 $ 10.26 $ 10.589 Accumulation Unit Value, End of Period -- $ 10.15 $ 10.26 $ 10.589 $ 11.197 Number of Units Outstanding, End of Period -- 0 19,624 26,549 31,069 PUTNAM VT DISCOVERY GROWTH/(4)//(7)/ Accumulation Unit Value, Beginning of Period -- -- -- $ 10.00 $ 10.134 Accumulation Unit Value, End of Period -- -- -- $ 10.134 $ 7.012 Number of Units Outstanding, End of Period -- -- -- 0 670 PUTNAM VT DIVERSIFIED INCOME SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period -- -- -- $ 10.00 $ 9.860 Accumulation Unit Value, End of Period -- -- -- $ 9.860 $ 10.260 Number of Units Outstanding, End of Period -- -- -- 0 0 PUTNAM VT GROWTH AND INCOME SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period -- -- -- $ 10.00 $ 9.899 Accumulation Unit Value, End of Period -- -- -- $ 9.899 $ 7.880 Number of Units Outstanding, End of Period -- -- -- 0 586 PUTNAM VT GROWTH OPPORTUNITIES SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period -- -- -- $ 10.00 $ 10.142 Accumulation Unit Value, End of Period -- -- -- $ 10.142 $ 7.026 Number of Units Outstanding, End of Period -- -- -- 0 0 PUTNAM VT HEALTH SCIENCES SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period -- -- -- $ 10.00 $ 9.791 Accumulation Unit Value, End of Period -- -- -- $ 9.791 $ 7.663 Number of Units Outstanding, End of Period -- -- -- 0 0 PUTNAM VT NEW VALUE SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period -- -- -- $ 10.00 $ 10.116 Accumulation Unit Value, End of Period -- -- -- $ 10.116 $ 8.388 Number of Units Outstanding, End of Period -- -- -- 0 2,393 STI CLASSIC CAPITAL APPRECIATION SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 10.75 $ 10.012 Accumulation Unit Value, End of Period -- -- $ 10.75 $ 10.012 $ 7.697 Number of Units Outstanding, End of Period -- -- 44,314 41,591 84,538 STI CLASSIC GROWTH AND INCOME SUB-ACCOUNT/(//3//)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 10.75 $ 9.989 Accumulation Unit Value, End of Period -- -- $ 10.75 $ 9.989 $ 7.807 Number of Units Outstanding, End of Period -- -- 47,617 54,798 47,399 STI CLASSIC INTERNATIONAL EQUITY SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 9.68 $ 7.869 Accumulation Unit Value, End of Period -- -- $ 9.68 $ 7.869 $ 6.306 Number of Units Outstanding, End of Period -- -- 9,071 10,251 7,860 STI CLASSIC INVESTMENT GRADE BOND SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 10.57 $ 11.354 Accumulation Unit Value, End of Period -- -- $ 10.57 $ 11.354 12.002 Number of Units Outstanding, End of Period -- -- 15,973 27,766 57,375 STI CLASSIC MID-CAP EQUITY SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 9.17 $ 9.271 Accumulation Unit Value, End of Period -- -- $ 9.17 $ 9.271 $ 6.528 Number of Units Outstanding, End of Period -- -- 14,742 15,970 16,956 STI CLASSIC QUALITY GROWTH STOCK SUB-ACCOUNT/(//2//)(8)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 9.54 $ 7.637 Accumulation Unit Value, End of Period -- -- $ 9.54 $ 7.637 $ 6.097 Number of Units Outstanding, End of Period -- -- 62,796 75,646 0 48 PROSPECTUS

STI CLASSIC SMALL CAP VALUE EQUITY SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 11.81 $ 14.173 Accumulation Unit Value, End of Period -- -- $ 11.81 $ 14.173 $ 13.724 Number of Units Outstanding, End of Period -- -- 6098 0 14,058 STI CLASSIC VALUE INCOME STOCK SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 9.46 $ 10.28 $ 10.001 Accumulation Unit Value, End of Period -- $ 9.46 $ 10.28 $ 10.001 $ 8.171 Number of Units Outstanding, End of Period -- 11,848 11,462 15,344 13,491 For the Years Beginning January 1 and Ending December 2003 2004 31,* -------------------- AIM V.I. BALANCED SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.450 $ 9.677 Accumulation Unit Value, End of Period $ 9.677 $ 9.611 Number of Units Outstanding, End of Period 79,043 63,895 AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.991 $ 10.187 Accumulation Unit Value, End of Period $ 10.187 $ 9.754 Number of Units Outstanding, End of Period 93,396 82,252 AIM V.I. CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.966 $ 9.755 Accumulation Unit Value, End of Period $ 9.755 $ 9.773 Number of Units Outstanding, End of Period 49,921 50,120 AIM V.I. GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 5.445 $ 7.034 Accumulation Unit Value, End of Period $ 7.034 $ 6.800 Number of Units Outstanding, End of Period 105,887 101,131 AIM V.I. HIGH YIELD SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.748 $ 9.765 Accumulation Unit Value, End of Period $ 9.765 $ 10.247 Number of Units Outstanding, End of Period 11,842 11,271 AIM V.I. PREMIER EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.307 $ 8.996 Accumulation Unit Value, End of Period $ 8.996 $ 8.665 Number of Units Outstanding, End of Period 117,821 102,217 FEDERATED PRIME MONEY FUND II SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period $ 10.695 $ 10.598 Accumulation Unit Value, End of Period $ 10.598 $ 10.522 Number of Units Outstanding, End of Period 128,683 92,927 FIDELITY VIP CONTRAFUND/(R)/ SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.096 $ 12.765 Accumulation Unit Value, End of Period $ 12.765 $ 13.340 Number of Units Outstanding, End of Period 105,800 98,026 FIDELITY VIP EQUITY-INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.946 $ 11.475 Accumulation Unit Value, End of Period $ 11.475 $ 11.575 Number of Units Outstanding, End of Period 59,907 58,079 FIDELITY VIP GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.399 $ 9.675 Accumulation Unit Value, End of Period $ 9.675 $ 9.112 Number of Units Outstanding, End of Period 111,514 99,339 FIDELITY VIP HIGH INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.493 $ 9.385 Accumulation Unit Value, End of Period $ 9.385 $ 9.714 Number of Units Outstanding, End of Period 16,572 15,444 49 PROSPECTUS

FIDELITY VIP INDEX 500 SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period $ 6.027 $ 7.618 Accumulation Unit Value, End of Period $ 7.618 $ 7.628 Number of Units Outstanding, End of Period 85,001 78,979 FIDELITY VIP OVERSEAS SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period $ 5.079 $ 7.167 Accumulation Unit Value, End of Period $ 7.167 $ 7.041 Number of Units Outstanding, End of Period 35,399 23,742 FTVIP TEMPLETON GLOBAL INCOME SECURITIES SUB-ACCOUNT/(//3//)/ Accumulation Unit Value, Beginning of Period $ 13.627 $ 16.421 Accumulation Unit Value, End of Period $ 16.421 $ 16.892 Number of Units Outstanding, End of Period 15,767 14,789 FTVIP TEMPLETON GROWTH SECURITIES SUB-ACCOUNT/(//3//)/ Accumulation Unit Value, Beginning of Period $ 10.561 $ 13.735 Accumulation Unit Value, End of Period $ 13.735 $ 14.152 Number of Units Outstanding, End of Period 13,430 13,370 FTVIP TEMPLETON STOCK (CLASS 2) SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- -- Accumulation Unit Value, End of Period -- -- Number of Units Outstanding, End of Period -- -- FTVIP TEMPLETON BOND (CLASS 2) SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period -- -- Accumulation Unit Value, End of Period -- -- Number of Units Outstanding, End of Period -- -- MFS EMERGING GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.017 $ 8.994 Accumulation Unit Value, End of Period $ 8.994 $ 8.790 Number of Units Outstanding, End of Period 53,387 46,204 MFS INVESTORS TRUST SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.179 $ 8.631 Accumulation Unit Value, End of Period $ 8.631 $ 8.583 Number of Units Outstanding, End of Period 6,780 6,887 MFS NEW DISCOVERY SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period $ 7.147 $ 9.397 Accumulation Unit Value, End of Period $ 9.397 $ 8.647 Number of Units Outstanding, End of Period 6,911 6,857 MFS RESEARCH SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period $ 6.231 $ 7.625 Accumulation Unit Value, End of Period $ 7.625 $ 7.731 Number of Units Outstanding, End of Period 66,528 64,762 MFS UTILITIES SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period $ 6.918 $ 9.244 Accumulation Unit Value, End of Period $ 9.244 $ 10.292 Number of Units Outstanding, End of Period 860 860 OPPENHEIMER AGGRESSIVE GROWTH SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period $ 5.763 $ 7.124 Accumulation Unit Value, End of Period $ 7.124 $ 7.496 Number of Units Outstanding, End of Period 33,266 29,258 OPPENHEIMER BALANCED SUB-ACCOUNT/(2)//(5)/ Accumulation Unit Value, Beginning of Period $ 9.271 $ 11.402 Accumulation Unit Value, End of Period $ 11.402 $ 11.504 Number of Units Outstanding, End of Period 26,578 21,896 OPPENHEIMER CAPITAL APPRECIATION SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period $ 7.365 $ 9.492 Accumulation Unit Value, End of Period $ 9.492 $ 9.236 Number of Units Outstanding, End of Period 36,722 31,520 50 PROSPECTUS

OPPENHEIMER GLOBAL SECURITIES SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period $ 8.992 $ 12.658 Accumulation Unit Value, End of Period $ 12.658 $ 12.819 Number of Units Outstanding, End of Period 31,907 23,290 OPPENHEIMER MAIN STREET SUB-ACCOUNT/(1)//(6)/ Accumulation Unit Value, Beginning of Period $ 6.836 $ 8.526 Accumulation Unit Value, End of Period $ 8.526 $ 8.475 Number of Units Outstanding, End of Period 114,351 108,999 OPPENHEIMER STRATEGIC BOND SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period $ 11.197 $ 13.012 Accumulation Unit Value, End of Period $ 13.012 $ 13.330 Number of Units Outstanding, End of Period 37,883 39,319 PUTNAM VT DISCOVERY GROWTH/(4)//(7)/ Accumulation Unit Value, Beginning of Period $ 7.012 $ 9.100 Accumulation Unit Value, End of Period $ 9.100 $ 8.558 Number of Units Outstanding, End of Period 669 669 PUTNAM VT DIVERSIFIED INCOME SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period $ 10.260 $ 12.111 Accumulation Unit Value, End of Period $ 12.111 $ 12.589 Number of Units Outstanding, End of Period 0 0 PUTNAM VT GROWTH AND INCOME SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period $ 7.880 $ 9.869 Accumulation Unit Value, End of Period $ 9.869 $ 9.951 Number of Units Outstanding, End of Period 585 585 PUTNAM VT GROWTH OPPORTUNITIES SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period $ 7.026 $ 8.501 Accumulation Unit Value, End of Period $ 8.501 $ 7.919 Number of Units Outstanding, End of Period 1,920 1,920 PUTNAM VT HEALTH SCIENCES SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period $ 7.663 $ 8.920 Accumulation Unit Value, End of Period $ 8.920 $ 8.712 Number of Units Outstanding, End of Period 0 0 PUTNAM VT NEW VALUE SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period $ 8.338 $ 10.927 Accumulation Unit Value, End of Period $ 10.927 $ 11.310 Number of Units Outstanding, End of Period 2,393 2,569 STI CLASSIC CAPITAL APPRECIATION SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period $ 7.687 $ 8.973 Accumulation Unit Value, End of Period $ 8.973 $ 8.763 Number of Units Outstanding, End of Period 79,424 71,340 STI CLASSIC GROWTH AND INCOME SUB-ACCOUNT/(//3//)/ Accumulation Unit Value, Beginning of Period $ 7.807 $ 9.719 Accumulation Unit Value, End of Period $ 9.719 $ 9.983 Number of Units Outstanding, End of Period 44,496 37,227 STI CLASSIC INTERNATIONAL EQUITY SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period $ 6.306 $ 8.522 Accumulation Unit Value, End of Period $ 8.522 $ 8.787 Number of Units Outstanding, End of Period 7,387 6,880 STI CLASSIC INVESTMENT GRADE BOND SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period $ 12.002 $ 12.228 Accumulation Unit Value, End of Period $ 12.228 $ 12.438 Number of Units Outstanding, End of Period 55,497 52,272 STI CLASSIC MID-CAP EQUITY SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period $ 6.528 $ 8.335 Accumulation Unit Value, End of Period $ 8.335 $ 8.529 Number of Units Outstanding, End of Period 15,117 14,889 51 PROSPECTUS

STI CLASSIC QUALITY GROWTH STOCK SUB-ACCOUNT/(//2//)//(8)/ Accumulation Unit Value, Beginning of Period -- -- Accumulation Unit Value, End of Period -- -- Number of Units Outstanding, End of Period -- -- STI CLASSIC SMALL CAP VALUE EQUITY SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period $ 13.724 $ 18.700 Accumulation Unit Value, End of Period $ 18.700 $ 20.224 Number of Units Outstanding, End of Period 14,539 13,803 STI CLASSIC VALUE INCOME STOCK SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period $ 8.171 $ 9.902 Accumulation Unit Value, End of Period $ 9.902 $ 10.384 Number of Units Outstanding, End of Period 12,822 11,765 * The Contracts were first offered on November 10, 1998. The Accumulation Unit Values in this table reflect a mortality and expense risk charge of 1.49% and an administrative expense charge of 0.10%. All of the Variable Sub-Accounts commenced operations on or before November 10, 1998, except as described in the footnotes below. The Accumulation Unit information shown for 2004 is for the period beginning January 1 and ending September 30. (1) Variable Sub-Accounts that commenced operations on November 1, 1999. (2) Variable Sub-Accounts that commenced operations on January 24, 2000. (3) Variable Sub-Accounts that commenced operations on May 1, 2000. (4) Variable Sub-Accounts that commenced operations on August 30, 2001. (5) Effective May 1, 2004, Oppenheimer Multiple Strategies Fund/VA changed its name to Oppenheimer Balanced Fund/VA. We have made a corresponding change in the name of the Variable Sub-Account that invests in this Portfolio. (6) Effective May 1, 2003, Oppenheimer Main Street Growth & Income Fund/VA changed its name to Oppenheimer Main Street Fund/VA. We have made a corresponding change in the name of the Variable Sub-Account that invests in this Portfolio. (7) Effective May 1, 2003, Putnam VT Voyager Fund II changed its name to Putnam VT Discovery Growth Fund. We have made a corresponding change in the name of the Variable Sub-Account that invests in this Portfolio. (8) STI Classic Quality Growth Stock Sub-Account is not available to new investors as of September 6, 2002. 52 PROSPECTUS

ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH VARIABLE SUB-ACCOUNT SINCE CONTRACTS WERE FIRST OFFERED* - -------------------------------------------------------------------------------- WITH ENHANCED DEATH AND INCOME BENEFIT COMBINATION RIDER II (FOR CONRTACTS ISSUED ON OR AFTER 9/22/00) For the Years Beginning January 1 and Ending December 31,* 2000 2001 2002 2003 2004 AIM V.I. BALANCED SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 9.21 $ 8.024 $ 6.543 $ 7.489 Accumulation Unit Value, End of Period $ 9.21 $ 8.024 $ 6.543 $ 7.489 $ 7.434 Number of Units Outstanding, End of Period 4,515 61,468 57,002 58,920 62,743 AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 7.80 $ 5.888 $ 4.381 $ 5.582 Accumulation Unit Value, End of Period $ 7.80 $ 5.888 $ 4.381 $ 5.582 $ 5.342 Number of Units Outstanding, End of Period 34,530 99,227 87,825 91,701 85,357 AIM V.I. CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.06 $ 6.117 $ 5.080 $ 6.217 Accumulation Unit Value, End of Period $ 8.06 $ 6.117 $ 5.080 $ 6.217 $ 6.225 Number of Units Outstanding, End of Period 20,079 104,459 86,197 83,406 78,041 AIM V.I. GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 7.52 $ 4.90 $ 3.320 $ 4.286 Accumulation Unit Value, End of Period $ 7.52 $ 4.90 $ 3.320 $ 4.286 $ 4.142 Number of Units Outstanding, End of Period 32,771 133,470 115,932 110,527 94,083 AIM V.I. HIGH YIELD SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.37 $ 7.825 $ 7.247 $ 9.128 Accumulation Unit Value, End of Period $ 8.37 $ 7.825 $ 7.247 $ 9.128 $ 9.575 Number of Units Outstanding, End of Period 81 8,589 8,876 9,419 10,101 AIM V.I. PREMIER EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.54 $ 7.345 $ 5.039 $ 6.199 Accumulation Unit Value, End of Period $ 8.54 $ 7.345 $ 5.039 $ 6.199 $ 5.969 Number of Units Outstanding, End of Period 22,904 96,014 89,919 84,214 75,997 FEDERATED PRIME MONEY FUND II SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 10.17 $ 10.375 $ 10.351 $ 10.251 Accumulation Unit Value, End of Period $ 10.17 $ 10.375 $ 10.351 $ 10.251 $ 10.173 Number of Units Outstanding, End of Period 5,731 72,350 63,012 58,520 63,242 FIDELITY VIP CONTRAFUND/(R)/ SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 9.23 $ 7.970 $ 7.107 $ 8.980 Accumulation Unit Value, End of Period $ 9.23 $ 7.970 $ 7.107 $ 8.980 $ 9.381 Number of Units Outstanding, End of Period 14,991 80,328 71,359 74,699 72,513 FIDELITY VIP EQUITY-INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 10.42 $ 9.740 $ 7.958 $ 10.202 Accumulation Unit Value, End of Period $ 10.42 $ 9.740 $ 7.958 $ 10.202 $ 10.286 Number of Units Outstanding, End of Period 17,198 42,652 45,833 43,248 32,641 FIDELITY VIP GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.37 $ 6.783 $ 4.663 $ 6.094 Accumulation Unit Value, End of Period $ 8.37 $ 6.783 $ 4.633 $ 6.094 $ 5.736 Number of Units Outstanding, End of Period 21,583 76,935 76,809 72,242 67,032 FIDELITY VIP HIGH INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.30 $ 7.209 $ 7.335 $ 9.183 Accumulation Unit Value, End of Period $ 8.30 $ 7.209 $ 7.335 $ 9.183 $ 9.500 Number of Units Outstanding, End of Period 102 4,442 7,089 8,863 8,688 FIDELITY VIP INDEX 500 SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.83 $ 7.634 $ 5.839 $ 7.375 Accumulation Unit Value, End of Period $ 8.83 $ 7.634 $ 5.839 $ 7.375 $ 7.382 Number of Units Outstanding, End of Period 8,780 52,114 65,296 70,399 69,593 53 PROSPECTUS

FIDELITY VIP OVERSEAS SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.68 $ 6.732 $ 5.279 $ 7.445 Accumulation Unit Value, End of Period $ 8.68 $ 6.732 $ 5.279 $ 7.445 $ 7.312 Number of Units Outstanding, End of Period 4,854 11,548 15,773 10,081 9,755 FTVIP TEMPLETON GLOBAL INCOME SECURITIES SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 11.36 $ 10.516 $ 12.531 $ 15.092 Accumulation Unit Value, End of Period $ 11.36 $ 10.516 $ 12.531 $ 15.092 $ 15.518 Number of Units Outstanding, End of Period 11,685 533 846 1,890 2,756 FTVIP TEMPLETON GROWTH SECURITIES SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 10.00 $ 9.703 $ 7.780 $ 10.112 Accumulation Unit Value, End of Period $ 10.00 $ 9.703 $ 7.780 $ 10.112 $ 10.414 Number of Units Outstanding, End of Period 2,289 2,050 7,098 4,154 9,771 FTVIP TEMPLETON STOCK (CLASS 2) SUB-ACCOUNT Accumulation Unit Value, Beginning of Period -- -- -- -- Accumulation Unit Value, End of Period -- -- -- -- Number of Units Outstanding, End of Period -- -- -- -- FTVIP TEMPLETON BOND (CLASS 2) SUB-ACCOUNT Accumulation Unit Value, Beginning of Period -- -- -- -- Accumulation Unit Value, End of Period -- -- -- -- Number of Units Outstanding, End of Period -- -- -- -- MFS EMERGING GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.08 $ 5.287 $ 3.444 $ 4.412 Accumulation Unit Value, End of Period $ 8.08 $ 5.287 $ 3.444 $ 4.412 $ 4.310 Number of Units Outstanding, End of Period 11,866 61,761 75,018 71,114 66,448 MFS INVESTORS TRUST SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 9.64 $ 7.965 $ 6.192 $ 7.440 Accumulation Unit Value, End of Period $ 9.64 $ 7.965 $ 6.192 $ 7.440 $ 7.396 Number of Units Outstanding, End of Period 11,698 70,874 22,272 23,237 23,178 MFS NEW DISCOVERY SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 8.923 $ 6.001 $ 7.893 Accumulation Unit Value, End of Period -- $ 8.923 $ 6.001 $ 7.893 $ 7.265 Number of Units Outstanding, End of Period -- 4,370 3,755 3,914 3,845 MFS RESEARCH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.61 $ 6.666 $ 4.948 $ 6.069 Accumulation Unit Value, End of Period $ 8.61 $ 6.666 $ 4.948 $ 6.069 $ 6.150 Number of Units Outstanding, End of Period 11,698 70,874 70,703 65,726 59,409 MFS UTILITIES SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 9.107 $ 6.913 $ 9.231 Accumulation Unit Value, End of Period -- $ 9.107 $ 6.913 $ 9.231 $ 10.273 Number of Units Outstanding, End of Period -- 0 0 0 0 OPPENHEIMER AGGRESSIVE GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 6.94 $ 4.694 $ 3.334 $ 4.119 Accumulation Unit Value, End of Period $ 6.94 $ 4.694 $ 3.334 $ 4.119 $ 4.332 Number of Units Outstanding, End of Period 570 54,096 76,844 68,188 69,130 OPPENHEIMER BALANCED SUB-ACCOUNT/(2)/ Accumulation Unit Value, Beginning of Period $ 10.00 $ 9.68 $ 9.727 $ 8.573 $ 10.537 Accumulation Unit Value, End of Period $ 9.68 $ 9.727 $ 8.573 $ 10.537 $ 10.627 Number of Units Outstanding, End of Period 3,475 24,335 51,314 67,941 67,416 OPPENHEIMER CAPITAL APPRECIATION SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.92 $ 7.667 $ 5.516 $ 7.105 Accumulation Unit Value, End of Period $ 8.92 $ 7.667 $ 5.516 $ 7.105 $ 6.910 Number of Units Outstanding, End of Period 18,937 81,840 79,225 76,584 74,628 OPPENHEIMER GLOBAL SECURITIES SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 9.41 $ 8.142 $ 6.236 $ 8.773 Accumulation Unit Value, End of Period $ 9.41 $ 8.142 $ 6.236 $ 8.773 $ 8.880 Number of Units Outstanding, End of Period 2457 16,539 19,248 19,288 17,680 54 PROSPECTUS

OPPENHEIMER MAIN STREET SUB-ACCOUNT/(3)/ Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.72 $ 7.702 $ 6.152 $ 7.668 Accumulation Unit Value, End of Period $ 8.72 $ 7.702 $ 6.152 $ 7.668 $ 7.618 Number of Units Outstanding, End of Period 33,469 146,919 127,294 125,761 115,872 OPPENHEIMER STRATEGIC BOND SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 9.88 $ 10.184 $ 10.762 $ 12.500 Accumulation Unit Value, End of Period $ 9.88 $ 10.184 $ 10.762 $ 12.500 $ 12.799 Number of Units Outstanding, End of Period 4,378 33,868 32,383 32,808 32,710 PUTNAM VT DISCOVERY GROWTH/(//1//)//(4)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 10.124 $ 7.006 $ 9.088 Accumulation Unit Value, End of Period -- $ 10.124 $ 7.006 $ 9.088 $ 8.542 Number of Units Outstanding, End of Period -- 0 852 1,070 1,069 PUTNAM VT DIVERSIFIED INCOME SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 9.851 $ 10.252 $ 12.094 Accumulation Unit Value, End of Period -- $ 9.851 $ 10.252 $ 12.094 $ 12.566 Number of Units Outstanding, End of Period -- 0 7,033 7,856 7,726 PUTNAM VT GROWTH AND INCOME SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 9.890 $ 7.873 $ 9.855 Accumulation Unit Value, End of Period -- $ 9.890 $ 7.873 $ 9.855 $ 9.933 Number of Units Outstanding, End of Period -- 0 388 388 388 PUTNAM VT GROWTH OPPORTUNITIES SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 10.132 $ 7.020 $ 8.489 Accumulation Unit Value, End of Period -- $ 10.132 $ 7.020 $ 8.489 $ 7.904 Number of Units Outstanding, End of Period -- 0 0 0 0 PUTNAM VT HEALTH SCIENCES SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 9.782 $ 7.657 $ 8.908 Accumulation Unit Value, End of Period -- $ 9.782 $ 7.657 $ 8.908 $ 8.696 Number of Units Outstanding, End of Period -- 0 0 0 0 PUTNAM VT NEW VALUE SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 10.106 $ 8.382 $ 10.911 Accumulation Unit Value, End of Period -- $ 10.106 $ 8.382 $ 10.911 $ 11.289 Number of Units Outstanding, End of Period -- 0 0 0 0 STI CLASSIC CAPITAL APPRECIATION SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 9.28 $ 8.640 $ 6.638 $ 7.734 Accumulation Unit Value, End of Period $ 9.28 $ 8.640 $ 6.638 $ 7.734 $ 7.550 Number of Units Outstanding, End of Period 214 12,066 64,693 64,388 65,004 STI CLASSIC GROWTH AND INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 9.78 $ 9.088 $ 7.098 $ 8.832 Accumulation Unit Value, End of Period $ 9.78 $ 9.088 $ 7.098 $ 8.832 $ 9.067 Number of Units Outstanding, End of Period 4,178 35,434 37,752 35,833 35,555 STI CLASSIC INTERNATIONAL EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 9.54 $ 7.749 $ 6.204 $ 8.379 Accumulation Unit Value, End of Period $ 9.54 $ 7.749 $ 6.204 $ 8.379 $ 8.636 Number of Units Outstanding, End of Period 358 5,355 9,083 8,411 8,631 STI CLASSIC INVESTMENT GRADE BOND SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 10.39 $ 11.154 $ 11.784 $ 11.999 Accumulation Unit Value, End of Period $ 10.39 $ 11.154 $ 11.784 $ 11.999 $ 12.199 Number of Units Outstanding, End of Period 2,172 31,355 62,512 48,287 43,068 STI CLASSIC MID-CAP EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.68 $ 8.766 $ 6.169 $ 7.872 Accumulation Unit Value, End of Period $ 8.68 $ 8.766 $ 6.169 $ 7.872 $ 8.051 Number of Units Outstanding, End of Period 5,995 1205 21,951 25,818 25,551 STI CLASSIC QUALITY GROWTH STOCK SUB-ACCOUNT/(5)/ Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.76 $ 7.007 -- -- Accumulation Unit Value, End of Period $ 8.76 $ 7.007 $ 5.593 -- -- Number of Units Outstanding, End of Period 4,378 33,868 0 -- -- 55 PROSPECTUS

STI CLASSIC SMALL CAP VALUE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 10.59 $ 12.650 $ 12.295 $ 16.742 Accumulation Unit Value, End of Period $ 10.59 $ 12.650 $ 12.295 $ 16.742 $ 18.098 Number of Units Outstanding, End of Period 570 14,135 33,998 37,371 35,880 STI CLASSIC VALUE INCOME STOCK SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 10.92 $ 10.620 $ 8.672 $ 10.502 Accumulation Unit Value, End of Period $ 10.92 $ 10.620 $ 8.672 $ 10.502 $ 11.009 Number of Units Outstanding, End of Period 123 7,368 13,558 12,473 12,120 * The Contracts with the Enhanced Death and Income Benefit Combination Rider II were first offered on September 22, 2000. The Accumulation Unit Values in this table reflect a mortality and expense risk charge of 1.55% and an administrative expense charge of 0.10%. All of the Variable Sub-Accounts commenced operations on or before September 22, 2000, except as described in the footnotes below. The Accumulation Unit information shown for 2004 is for the period beginning January 1 and ending September 30. (1) Variable Sub-Accounts that commenced operations on August 30, 2001. (2) Effective May 1, 2004, Oppenheimer Multiple Strategies Fund/VA changed its name to Oppenheimer Balanced Fund/VA. We have made a corresponding change in the name of the Variable Sub-Account that invests in this Portfolio. (3) Effective May 1, 2003, Oppenheimer Main Street Growth & Income Fund/VA changed its name to Oppenheimer Main Street Fund/VA. We have made a corresponding change in the name of the Variable Sub-Account that invests in this Portfolio. (4) Effective May 1, 2003, Putnam VT Voyager Fund II changed its name to Putnam VT Discovery Growth Fund. We have made a corresponding change in the name of the Variable Sub-Account that invests in this Portfolio. (5) STI Classic Quality Growth Stock Sub-Account is not available to new investors as of September 6, 2002. 56 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 Guarantee Period for the week preceding the establishment of the Guarantee Period. N = the number of whole and partial years from the date we receive the withdrawal, transfer, or death benefit request, or from the Payout Start Date to the end of the Guarantee Period. J = the Treasury Rate for a maturity equal to the Guarantee Period for the week preceding the receipt of the withdrawal, transfer, death benefit, or income payment request.* Treasury Rate means the U.S. Treasury Note Constant Maturity yield as reported in Federal Reserve Bulletin Release H.15. *If a U.S. Treasury Note ("Note") with a maturity of the Guarantee Period is not available, we will determine an appropriate interest rate based on an interpolation of the next shortest duration and next longest duration Notes. The Market Value Adjustment factor is determined from the following formula: .9 X [I-J] X N To determine the Market Value Adjustment, we will multiply the Market Value Adjustment factor by the amount transferred, withdrawn (in excess of the Free Withdrawal Amount), paid as a death benefit, or applied to an Income Plan from a Guarantee Period at any time other than during the 30 day period after such Guarantee Period expires. 57 PROSPECTUS

EXAMPLES OF MARKET VALUE ADJUSTMENT - -------------------------------------------------------------------------------- Purchase Payment: $10,000 allocated to a Guarantee Period Guarantee Period: 5 years Interest Rate: 4.50% Full Surrender: End of Contract Year 3 NOTE: These examples assume that premium taxes are not applicable. EXAMPLE 1 (ASSUMES DECLINING INTEREST RATES) Step 1. Calculate Contract Value $10,000.00 X (1.045)/3 /= $11,411.66 at End of Contract Year 3: Step 2. Calculate the Free .15 X ($10,000.00) = $1,500.00 Withdrawal Amount: Step 3. Calculate the Withdrawal I = 4.5% Charge: J = 4.2% N = 730 days =2 Step 4. Calculate the Market -------- Value Adjustment: 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 ($11,411.66 - $1,500.00) = $53.52 Step 5. Calculate the amount $11,411.66 + $53.52 = $11,465.18 received by a Contract Owner as a result of full withdrawal at the end of Contract Year 3: EXAMPLE 2: (ASSUMES RISING INTEREST RATES) Step 1. Calculate Contract Value at End $10,000.00 X (1.045)/3 /= $11,411.66 of Contract Year 3: Step 2. Calculate the Free Withdrawal .15 X ($10,000.00) = $1,500.00 Amount: Step 3. Calculate the Withdrawal Charge: I = 4.5% J = 4.8% Step 4. Calculate the Market Value N = 730 days =2 Adjustment: -------- 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 ($11,411.66 - $1,500.00) = - $53.52 Step 5. Calculate the amount received by $11,411.66 - $53.52 = $11,358.14 a Contract Owner as a result of full withdrawal at the end of Contract Year 3: 58 PROSPECTUS

THE ALLSTATE\\(R)\\ PROVIDER VARIABLE ANNUITY (formerly referred to as "The Glenbrook Provider Variable Annuity") ALLSTATE LIFE INSURANCE COMPANY STREET ADDRESS: 2940 S. 84TH STREET, LINCOLN, NE 68506-4142 MAILING ADDRESS: P.O. BOX 80469, LINCOLN, NE 68501-0469 TELEPHONE NUMBER: 1-800-755-5275 PROSPECTUS DATED JANUARY 3, 2005 ------------------------------------------------------------------------------- Allstate Life Insurance Company ("ALLSTATE LIFE") is offering the Allstate\\(R)\\ Provider Variable Annuity, an individual flexible premium deferred variable annuity contract ("CONTRACT"). This prospectus contains information about the Contract that you should know before investing. Please keep it for future reference. The Contract currently offers 41 "INVESTMENT ALTERNATIVES". The investment alternatives include 3 fixed account options ("FIXED ACCOUNT OPTIONS") and 38 variable sub-accounts ("VARIABLE SUB-ACCOUNTS") of the Allstate Financial Advisors Separate Account I ("VARIABLE ACCOUNT"). Each Variable Sub-Account invests exclusively in shares of the portfolios ("PORTFOLIOS") of the following mutual funds ("FUNDS") AIM VARIABLE INSURANCE FUNDS FRANKLIN TEMPLETON VARIABLE INSURANCE THE DREYFUS SOCIALLY RESPONSIBLE PRODUCTS TRUST GROWTH FUND, INC. GOLDMAN SACHS VARIABLE INSURANCE TRUST DREYFUS STOCK INDEX FUND (VIT) DREYFUS VARIABLE INVESTMENT FUND MFS/(R)/ VARIABLE INSURANCE TRUST/SM/ (VIF) OPPENHEIMER VARIABLE ACCOUNT FUNDS FIDELITY/(R)/ VARIABLE INSURANCE THE UNIVERSAL INSTITUTIONAL FUNDS, INC. PRODUCTS Each Fund has multiple investment Portfolios. Not all of the Funds and/or Portfolios, however, may be available with your Contract. You should check with your representative for further information on the availability of Funds and/or Portfolios. Your annuity application will list all available Portfolios. WE (Allstate Life) have filed a Statement of Additional Information, dated January 3, 2005, 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 59 of this prospectus. For a free copy, please write or call us at the address or telephone number above, or go to the SEC's Web site (http:// www.sec.gov). You can find other information and documents about us, including documents that are legally part of this prospectus, at the SEC's Web site. THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THE SECURITIES DESCRIBED IN THIS PROSPECTUS, NOR HAS IT PASSED UPON 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 NOTICES OTHER FINANCIAL INSTITUTIONS OR BY EMPLOYEES OF SUCH BANKS. HOWEVER, THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY SUCH INSTITUTIONS OR ANY FEDERAL REGULATORY AGENCY. INVESTMENT IN THE CONTRACTS INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE CONTRACTS ARE NOT FDIC INSURED. 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 9 - -------------------------------------------------------------------------------- CONTRACT FEATURES - -------------------------------------------------------------------------------- The Contract 10 - -------------------------------------------------------------------------------- Purchases 11 - -------------------------------------------------------------------------------- Contract Value 12 - -------------------------------------------------------------------------------- Investment Alternatives - -------------------------------------------------------------------------------- The Variable Sub-Accounts 13 - -------------------------------------------------------------------------------- The Fixed Account Option 16 - -------------------------------------------------------------------------------- Transfers 18 - -------------------------------------------------------------------------------- Expenses 20 - -------------------------------------------------------------------------------- Access To Your Money 22 - -------------------------------------------------------------------------------- PAGE - -------------------------------------------------------------------------------- Income Payments 24 - -------------------------------------------------------------------------------- Death Benefits 25 - -------------------------------------------------------------------------------- OTHER INFORMATION - -------------------------------------------------------------------------------- More Information: 29 - -------------------------------------------------------------------------------- Allstate Life 29 - -------------------------------------------------------------------------------- The Variable Account 29 - -------------------------------------------------------------------------------- The Portfolios 30 - -------------------------------------------------------------------------------- The Contract 30 - -------------------------------------------------------------------------------- Non-Qualified Annuities Held Within a Qualified Plan 32 - -------------------------------------------------------------------------------- Legal Matters 32 - -------------------------------------------------------------------------------- Taxes 33 - -------------------------------------------------------------------------------- Annual Reports and Other Documents 38 - -------------------------------------------------------------------------------- APPENDIX A-ACCUMULATION UNIT VALUES 39 - -------------------------------------------------------------------------------- APPENDIX B-MARKET VALUE ADJUSTMENT EXAMPLE 57 - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS 59 - -------------------------------------------------------------------------------- 2 PROSPECTUS

IMPORTANT TERMS - -------------------------------------------------------------------------------- This prospectus uses a number of important terms that you may not be familiar with. The index below identifies the page that describes each term. The first use of each term in this prospectus appears in highlights. PAGE - -------------------------------------------------------------------------------- Accumulation Phase 6 - -------------------------------------------------------------------------------- Accumulation Unit 9 - -------------------------------------------------------------------------------- Accumulation Unit Value 9 - -------------------------------------------------------------------------------- Anniversary Values 28 - -------------------------------------------------------------------------------- Annuitant 10 - -------------------------------------------------------------------------------- Automatic Portfolio Rebalancing Program 20 - -------------------------------------------------------------------------------- Beneficiary 10 - -------------------------------------------------------------------------------- Cancellation Period 4 - -------------------------------------------------------------------------------- Contract* 10 - -------------------------------------------------------------------------------- Contract Anniversary 5 - -------------------------------------------------------------------------------- Contract Owner ("You") 6 - -------------------------------------------------------------------------------- Contract Value 12 - -------------------------------------------------------------------------------- Contract Year 4 - -------------------------------------------------------------------------------- Death Benefit Anniversary 27 - -------------------------------------------------------------------------------- Death Proceeds 27 - -------------------------------------------------------------------------------- Dollar Cost Averaging Program 20 - -------------------------------------------------------------------------------- Due Proof of Death 27 - -------------------------------------------------------------------------------- Enhanced Death Benefit Rider 28 - -------------------------------------------------------------------------------- Enhanced Death and Income Benefit Combination Rider 28 - -------------------------------------------------------------------------------- Enhanced Death and Income Benefit Combination Rider II 28 - -------------------------------------------------------------------------------- PAGE - -------------------------------------------------------------------------------- Fixed Account Options 16 - -------------------------------------------------------------------------------- Free Withdrawal Amount 21 - -------------------------------------------------------------------------------- Funds 1 - -------------------------------------------------------------------------------- Allstate Life ("We" or "Us") 1 - -------------------------------------------------------------------------------- Guarantee Periods 16 - -------------------------------------------------------------------------------- Income Plan 24 - -------------------------------------------------------------------------------- Investment Alternatives 1 - -------------------------------------------------------------------------------- Issue Date 6 - -------------------------------------------------------------------------------- Market Value Adjustment 18 - -------------------------------------------------------------------------------- Payout Phase 6 - -------------------------------------------------------------------------------- Payout Start Date 24 - -------------------------------------------------------------------------------- Portfolios 1 - -------------------------------------------------------------------------------- Qualified Contracts 4 - -------------------------------------------------------------------------------- SEC 1 - -------------------------------------------------------------------------------- Settlement Value 27 - -------------------------------------------------------------------------------- Systematic Withdrawal Program 23 - -------------------------------------------------------------------------------- Valuation Date 11 - -------------------------------------------------------------------------------- Variable Account 1 - -------------------------------------------------------------------------------- Variable Sub-Account 1 - -------------------------------------------------------------------------------- * In certain states the Contract is available only as a group Contract. If you purchase a group Contract, we will issue you a certificate that represents your ownership and that summarizes the provisions of the group Contract. References to "Contract" in this prospectus include certificates, unless the context requires otherwise. 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 $3,000 ($2,000 for "QUALIFIED CONTRACTS", which are Contracts issued within QUALIFIED PLANS). You can add to your Contract as often and as much as you like, but each payment must be at least $50. - --------------------------------------------------------------------------------------- RIGHT TO CANCEL You may cancel your Contract within 20 days of receipt or any longer period as your state may require ("CANCELLATION PERIOD"). Upon cancellation, we will return your purchase payments adjusted, to the extent federal or state law permits, to reflect the investment experience of any amounts allocated to the Variable Account. - --------------------------------------------------------------------------------------- EXPENSES You will bear the following expenses: .Total Variable Account annual fees equal to 1.15% of average daily net assets (1.37% if you select the ENHANCED DEATH BENEFIT RIDER; 1.59% if you selected the ENHANCED DEATH AND INCOME BENEFIT COMBINATION RIDER (for Contracts issued before September 22, 2000); and 1.65% if you select the ENHANCED DEATH AND INCOME BENEFIT COMBINATION RIDER II (for Contracts issued on or after September 22, 2000). .Annual contract maintenance charge of $35 (with certain exceptions) .Withdrawal charges ranging from 0% to 6% of purchase payment withdrawn (with certain exceptions) .Transfer fee of $10 after 12th transfer in any CONTRACT YEAR (fee currently waived) . State premium tax (if your state imposes one). In addition, each Portfolio pays expenses that you will bear indirectly if you invest in a Variable Sub-Account. - --------------------------------------------------------------------------------------- INVESTMENT ALTERNATIVES The Contract offers 41 investment alternatives including: .3 Fixed Account Options (which credit interest at rates we guarantee) .38 Variable Sub-Accounts investing in Portfolios offering professional money management by these investment advisers: . A I M Advisors, Inc. . The Dreyfus Corporation . Fidelity Management & Research Company . Franklin Advisers, Inc. . Franklin Mutual Advisers, LLC . Goldman Sachs Asset Management, L.P. . MFS/TM/ Investment Management . OppenheimerFunds, Inc. . Templeton Asset Management Ltd. . Templeton Investment Counsel, Inc. . Van Kampen/(1)/ To find out current rates being paid on the Fixed Account, or to find out how the Variable Sub-Accounts have performed, please call us at 1-800-755-5275. /(1)/Morgan Stanley Investment Management Inc., the adviser to the UIF Portfolios, does business in certain instances as Van Kampen. - --------------------------------------------------------------------------------------- 4 PROSPECTUS

SPECIAL SERVICES For your convenience, we offer these special services: . AUTOMATIC PORTFOLIO REBALANCING PROGRAM . AUTOMATIC ADDITIONS PROGRAM . DOLLAR COST AVERAGING PROGRAM . SYSTEMATIC WITHDRAWAL PROGRAM - --------------------------------------------------------------------------------------- INCOME PAYMENTS . You can choose fixed income payments, variable income payments, or a combination of the two. You can receive your income payments in one of the following ways: . life income with guaranteed payments .a "joint and survivor" life income with guaranteed payments .guaranteed payments for a specified period (5 to 30 years) - --------------------------------------------------------------------------------------- DEATH BENEFITS If you or the ANNUITANT (if the Contract is owned by a non-natural person) die before the PAYOUT START DATE, we will pay the death benefit described in the Contract. We offer an Enhanced Death Benefit Rider and an Enhanced Death and Income Benefit Combination Rider II. - --------------------------------------------------------------------------------------- TRANSFERS Before the Payout Start Date, you may transfer your Contract Value ("CONTRACT VALUE") among the investment alternatives, with certain restrictions. Transfers to a GUARANTEE PERIOD of the Fixed Account must be at least $50. We do not currently impose a fee upon transfers. However, we reserve the right to charge $10 per transfer after the 12th transfer in each "Contract Year," which we measure from the date we issue your Contract or a Contract Anniversary ("CONTRACT ANNIVERSARY"). - --------------------------------------------------------------------------------------- WITHDRAWALS You may withdraw some or all of your Contract Value at any time prior to the Payout Start Date. In general, you must withdraw at least $50 at a time. Full or partial withdrawals are available under limited circumstances on or after the Payout Start Date. 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 41 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 any of the three Fixed Account Options, you will earn a fixed rate of interest that we declare periodically. If you invest in any of the Variable Sub-Accounts, your investment return will vary up or down depending on the performance of the corresponding Portfolios. Second, the Contract can help you plan for retirement because you can use it to receive retirement income for life and/ or for a pre-set number of years, by selecting one of the income payment options (we call these "INCOME PLANS") described on page 24. You receive income payments during what we call the "PAYOUT PHASE" of the Contract, which begins on the Payout Start Date and continues until we make the last payment required by the Income Plan you select. During the Payout Phase, if you select a fixed income payment option, we guarantee the amount of your payments, which will remain fixed. If you select a variable income payment option, based on one or more of the Variable Sub-Accounts, the amount of your payments will vary up or down depending on the performance of the corresponding Portfolios. The amount of money you accumulate under your Contract during the Accumulation Phase and apply to an Income Plan will determine the amount of your income payments during the Payout Phase. The timeline below illustrates how you might use your Contract. Issue 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 none, the BENEFICIARY will exercise the rights and privileges provided by the Contract. See "The Contract." In addition, if you die before the Payout Start Date, we will pay a death benefit to any surviving Contract Owner, or if there is none, to your Beneficiary. See "Death Benefits." Please call us at 1-800-755-5275 if you have any questions about how the Contract works. 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 that may be imposed by the state where you reside. For more information about Variable Account expenses, see "Expenses," below. For more information about Portfolio expenses, please refer to the accompanying prospectuses for the Portfolios. 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+ Payment Being Withdrawn - -------------------------------------------------------------------------------------------- Applicable Charge 6% 6% 5% 5% 4% 3% 0% - -------------------------------------------------------------------------------------------- Annual Contract Maintenance Charge $35.00** - -------------------------------------------------------------------------------------------- Transfer Fee $10.00*** - -------------------------------------------------------------------------------------------- *Each Contract Year, you may withdraw up to 15% of your aggregate purchase payments without incurring a withdrawal charge. ** We will waive this charge in certain cases. See "Expenses." *** Applies solely to the thirteenth and subsequent transfers within a Contract Year, excluding transfers due to dollar cost averaging and automatic portfolio rebalancing. We are currently waiving the transfer fee. VARIABLE ACCOUNT ANNUAL EXPENSES (AS A PERCENTAGE OF DAILY NET ASSET VALUE DEDUCTED FROM EACH VARIABLE SUB-ACCOUNT) Without the Enhanced Death Benefit Rider, Enhanced Death and Income Benefit Combination Rider, or Enhanced Death and Income Benefit Combination Rider II Mortality and Expense Risk Charge 1.05% - ----------------------------------------------------------------------------------- Administrative Expense Charge 0.10% - ----------------------------------------------------------------------------------- Total Variable Account Annual Expense 1.15% - ----------------------------------------------------------------------------------- With the Enhanced Death Benefit Rider Mortality and Expense Risk Charge 1.27% - ------------------------------------------------------------------------------- Administrative Expense Charge 0.10% - ------------------------------------------------------------------------------- Total Variable Account Annual Expense 1.37% - ------------------------------------------------------------------------------- With the Enhanced Death and Income Benefit Combination Rider (for Contracts issued before September 22, 2000) Mortality and Expense Risk Charge 1.49% - ------------------------------------------------------------------------------- Administrative Expense Charge 0.10% - ------------------------------------------------------------------------------- Total Variable Account Annual Expense 1.59% - ------------------------------------------------------------------------------- 7 PROSPECTUS

With the Enhanced Death and Income Benefit Combination Rider II (for Contracts issued on or after September 22, 2000) Mortality and Expense Risk Charge 1.55% - ------------------------------------------------------------------------------- Administrative Expense Charge 0.10% - ------------------------------------------------------------------------------- Total Variable Account Annual Expenses 1.65% - ------------------------------------------------------------------------------- PORTFOLIO ANNUAL EXPENSES (as a percentage of Portfolio average daily net assets)/1/ The next table shows the minimum and maximum total operating expenses charged by the Portfolios that you may pay periodically during the time that you own the Contract. Advisers and/or other service providers of certain Portfolios may have agreed to waive their fees and/or reimburse Portfolio expenses in order to keep the Portfolios' 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 Portfolio's fees and expenses appears in the prospectus for each Portfolio. ANNUAL PORTFOLIO EXPENSES - ---------------------------------------------------------------------------------- Minimum Maximum - ---------------------------------------------------------------------------------- Total Annual Portfolio Operating Expenses (expenses that are deducted from Portfolio assets, which may include management fees, distribution and/or services (12b-1) fees, 0.27% 2.60% and other expenses) - ---------------------------------------------------------------------------------- (1) Expenses are shown as a percentage of Portfolio average daily net assets (before any waiver or reimbursement) as of December 31, 2003. 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 Portfolio fees and expenses. The example below shows the dollar amount of expenses that you would bear directly or indirectly if you: .. invested $10,000 in a Variable Sub-Account, .. earned a 5% annual return on your investment, .. surrendered your Contract, or you began receiving income payments for a specified period of less than 120 months, at the end of each time period, and .. elected the Enhanced Death and Income Benefit Combination Rider II. The first line of the example assumes that the maximum fees and expenses of any of the Portfolios are charged. The second line of the example assumes that the minimum fees and expenses of any of the Portfolios 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. 1 Year 3 Years 5 Years 10 Years - ------------------------------------------------------------------------------------------------------ Costs Based on Maximum Annual $95 $174 $246 $448 Portfolio Expenses - ------------------------------------------------------------------------------------------------------ Costs Based on Minimum Annual $71 $103 $130 $226 Portfolio Expenses - ------------------------------------------------------------------------------------------------------ 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. 1 Year 3 Years 5 Years 10 Years - -------------------------------------------------------------------------------------- 8 PROSPECTUS

Costs Based on Maximum Annual Portfolio $44 $131 $221 $448 Expenses - -------------------------------------------------------------------------------------- Costs Based on Minimum Annual Portfolio $20 $ 61 $105 $226 Expenses - -------------------------------------------------------------------------------------- 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 PORTFOLIO 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 1.55%, AN ADMINISTRATIVE EXPENSE CHARGE OF 0.10%, AND AN ANNUAL CONTRACT MAINTENANCE CHARGE OF $35. IF NO RIDER WERE ELECTED, OR IF THE ENHANCED DEATH BENEFIT RIDER WERE ELECTED, THE EXPENSE FIGURES SHOWN ABOVE WOULD BE SLIGHTLY LOWER. THE ABOVE EXAMPLES ALSO ASSUME TOTAL ANNUAL PORTFOLIO EXPENSES LISTED IN THE EXPENSE TABLE WILL CONTINUE THROUGHOUT THE PERIODS SHOWN. 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 the Contracts were first offered. 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 Allstate Life and Allstate Financial Advisors Separate Account I, which include financial information giving effect to the Consolidation on a pro forma basis, also appear in the Statement of Additional Information. For a free copy of the Statement of Additional Information, please write or call us at 1-800-755-5275. 9 PROSPECTUS

THE CONTRACT - -------------------------------------------------------------------------------- CONTRACT OWNER The Allstate Provider Variable Annuity is a contract between you, the Contract Owner, and Allstate 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 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-living person and a living person. If the Contract Owner is a grantor trust, the Contract Owner will be considered a non-living person for the purposes of the Death of Owner and Death of Annuitant provisions of your contract. The maximum age of the oldest Contract Owner and Annuitant cannot exceed 90 as of the date we receive the completed application. You may change the Contract Owner at any time. We will provide a change of ownership form to be signed by you and filed with us. After we accept the form, the change of ownership will be effective as of the date you signed the form. Until we receive your written notice to change the Contract Owner, we are entitled to rely on the most recent ownership information in our files. We will not be liable as to any payment or settlement made prior to receiving the written notice. Accordingly, if you wish to change the Contract Owner, you should deliver your written notice to us promptly. Each change is subject to any payment made by us or any other action we take before we accept the change. Changing of 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. ANNUITANT The Annuitant is the individual whose life determines the amount and duration of income payments (other than under Income Plans with guaranteed payments for a specified period). You initially designate an Annuitant in your application. You may change the Annuitant at any time prior to the Payout Start Date (only if the Contract Owner is a living person). Once we accept a change, it takes effect as of the date you signed the request. Each change is subject to any payment we make or other action we take before we accept it. You may designate a joint Annuitant, who is a second person on whose life income payments depend at the time you select an Income Plan. We permit joint Annuitants only on or after the Payout Start Date. If the Annuitant dies prior to the Payout Start Date, the new Annuitant will be: (i) the youngest Contract Owner; otherwise, (ii) the youngest Beneficiary. BENEFICIARY The Beneficiary is the person who may elect to receive the Death Proceeds or become the new Contract Owner, subject to the "Death of Owner" section below, if the sole surviving Contract Owner dies before the Payout Start Date. If the sole surviving Contract Owner dies after the Payout Start Date, the Beneficiary will receive any guaranteed income payments scheduled to continue. You may name one or more primary and contingent Beneficiaries when you apply for a Contract. The primary Beneficiary is the person who is first entitled to receive benefits under the Contract upon the death of the sole surviving Contract Owner. A contingent Beneficiary is the person selected by the Contract Owner who will become the Beneficiary if all named primary Beneficiaries die before the death of the sole surviving Contract Owner. 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. You may change or add Beneficiaries at any time, unless you have designated an irrevocable Beneficiary. We will provide a change of Beneficiary form to be signed by you and filed with us. After we accept the form, the change of Beneficiary will be effective as of the date you signed the form. Until we receive your written notice to change a Beneficiary, we are entitled to rely on the most recent Beneficiary information in our files. We will not be liable as to any payment or settlement made prior to receiving the written notice. Accordingly, if you wish to change your Beneficiary, you should deliver your written notice 10 PROSPECTUS

to us promptly. Each change is subject to any payment made by us or any other action we take before we accept the change. If you did not name a Beneficiary or, unless otherwise provided in the Beneficiary designation, if a named Beneficiary is no longer living and there are no other surviving primary or contingent Beneficiaries, the new Beneficiary will be: .. your spouse or, if he or she is no longer alive, .. your surviving children equally, or if you have no surviving children, .. your estate. If one or more Beneficiaries survive you, we will divide the Death Proceeds among the surviving Beneficiaries according to your most recent written instructions. If you have not given us written instructions, we will pay the Death Proceeds in equal amounts to the surviving Beneficiaries. If more than one Beneficiary shares in the Death Proceeds, each Beneficiary will be treated as a separate and independent owner of his or her respective share. Each Beneficiary will exercise all rights related to his or her share, including the sole right to select a payout option, subject to any restrictions previously placed upon the Beneficiary. Each Beneficiary may designate a Beneficiary(ies) for his or her respective share, but that designated Beneficiary(ies) will be restricted to the payout option chosen by the original Beneficiary. MODIFICATION OF THE CONTRACT Only an Allstate 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 has the authority to change or waive the provisions of the Contract. We may not change the terms of the Contract without your consent, except to conform the Contract to applicable law or changes in the law. If a provision of the Contract is inconsistent with state law, we will follow state law. ASSIGNMENT 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 payable to the Beneficiary. We will not be bound by any assignment until the assignor signs it and files it with us. We are not responsible for the validity of any assignment. Federal law prohibits or restricts the assignment of benefits under many types of retirement plans and the terms of such plans may themselves contain restrictions on assignments. An assignment may also result in taxes or tax penalties. YOU SHOULD CONSULT WITH AN ATTORNEY BEFORE TRYING TO ASSIGN YOUR CONTRACT. PURCHASES - -------------------------------------------------------------------------------- MINIMUM PURCHASE PAYMENTS Your initial purchase payment must be at least $3,000 ($2,000 for a Qualified Contract). All subsequent purchase payments must be $50 or more. You may make purchase payments at any time prior to the Payout Start Date. We reserve the right to limit the maximum amount of purchase payments we will accept. We reserve the right to reject any application in our sole discretion. AUTOMATIC ADDITIONS PROGRAM You may make subsequent purchase payments by automatically transferring money from your bank account. Consult your representative for more detailed information. ALLOCATION OF PURCHASE PAYMENTS At the time you apply for a Contract, you must decide how to allocate your purchase payments among the investment alternatives. The allocation you specify on your application will be effective immediately. All allocations must be in whole percents that total 100% or in whole dollars. You can change your allocations by notifying us in writing. We 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 home office. If your application is incomplete, we will ask you to complete your application within 5 business days. If you do so, we will credit your initial purchase payment to your Contract within that 5 business day period. If you do not, we will return your purchase payment at the end of the 5 business day period unless you expressly allow us to hold it until you complete the application. We will credit subsequent purchase payments to the Contract at the close of the business day on which we receive the purchase payment at our home office. We are open for business each day Monday through Friday that the New York Stock Exchange is open for business. We also refer to these days as "VALUATION DATES." Our business day closes when the New York Stock Exchange closes, usually 4 p.m. Eastern Time (3 p.m. Central Time). If we receive your purchase payment after 3 p.m. Central Time on any Valuation 11 PROSPECTUS

Date, we will credit your purchase payment using the Accumulation Unit Values computed on the next Valuation Date. RIGHT TO CANCEL You may cancel the Contract by returning it to us within the Cancellation Period, which is the 20 day period after you receive the Contract, or a longer period should your state require it. You may return your Contract by delivering it or mailing it to us. If you exercise this "RIGHT TO CANCEL," the Contract terminates and we will pay you the full amount of your purchase payments allocated to the Fixed Account. We also will return your purchase payments allocated to the Variable Account adjusted, to the extent federal or state law permits, to reflect investment gain or loss that occurred from the date of allocation through the date of cancellation. Some states may require us to return a greater amount to you. In states where we are required to refund purchase payments, we reserve the right during the Cancellation Period to invest any purchase payments you allocated to a Variable Sub-Account to the money market Variable Sub-Account available under the Contract. We will notify you if we do so. At the end of the Cancellation Period, you may then allocate your money to other Variable Sub-Accounts. 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 - -------------------------------------------------------------------------------- Your Contract Value at any time during the Accumulation Phase is equal to the sum of the value of your Accumulation Units in the Variable Sub-Accounts you have selected, plus the value of your investment in the Fixed Account Options. ACCUMULATION UNITS To determine the number of Accumulation Units of each Variable Sub-Account to credit to your Contract, we divide (i) the amount of the purchase payment or transfer you have allocated to a Variable Sub-Account by (ii) the Accumulation Unit Value of that Variable Sub-Account next computed after we receive your payment or transfer. For example, if we receive a $10,000 purchase payment allocated to a Variable Sub-Account when the Accumulation Unit Value for the Variable Sub-Account is $10, we would credit 1,000 Accumulation Units of that Variable Sub-Account to your Contract. Withdrawals and transfers from a Variable Sub-Account would, of course, reduce the number of Accumulation Units of that Variable Sub-Account allocated to your Contract. ACCUMULATION UNIT VALUE As a general matter, the Accumulation Unit Value for each Variable Sub-Account will rise or fall to reflect: .. changes in the share price of the Portfolio in which the Variable Sub-Account invests, and .. the deduction of amounts reflecting the mortality and expense risk charge, administrative expense charge, and any provision for taxes that have accrued since we last calculated the Accumulation Unit Value. We determine contract maintenance charges, withdrawal charges, and transfer fees (currently waived) separately for each Contract. They do not affect Accumulation Unit Value. Instead, we obtain payment of those charges and fees by redeeming Accumulation Units. For details on how we calculate Accumulation Unit Value, please refer to the Statement of Additional Information. We determine a separate Accumulation Unit Value for each Variable Sub-Account on each Valuation Date. We also determine a separate set of Accumulation Unit Values reflecting the cost of the Enhanced Death Benefit Rider, the Enhanced Death and Income Benefit Combination Rider, and the Enhanced Death and Income Benefit Rider II described on pages 31. YOU SHOULD REFER TO THE PROSPECTUSES FOR THE PORTFOLIOS THAT ACCOMPANY THIS PROSPECTUS FOR A DESCRIPTION OF HOW THE ASSETS OF EACH PORTFOLIO ARE VALUED, SINCE THAT DETERMINATION DIRECTLY BEARS ON THE ACCUMULATION UNIT VALUE OF THE CORRESPONDING VARIABLE SUB-ACCOUNT AND, THEREFORE, YOUR CONTRACT VALUE. 12 PROSPECTUS

INVESTMENT ALTERNATIVES: THE VARIABLE SUB-ACCOUNTS - -------------------------------------------------------------------------------- You may allocate your purchase payments to up to 38 Variable Sub-Accounts. Each Variable Sub-Account invests in the shares of a corresponding Portfolio. Each Portfolio has its own investment objective(s) and policies. We briefly describe the Portfolios below. For more complete information about each Portfolio, including expenses and risks associated with the Portfolio, please refer to the accompanying prospectuses for the Portfolios. You should carefully review the Portfolio prospectuses before allocating amounts to the Variable Sub-Accounts. PORTFOLIO: EACH PORTFOLIO SEEKS: INVESTMENT ADVISOR: - ------------------------------------------------------------------------------- AIM VARIABLE INSURANCE FUNDS* - ------------------------------------------------------------------------------- AIM V.I. Balanced Fund - As high a total return as Series I possible, consistent with preservation of capital - ------------------------------------------------------- AIM V.I. Core Equity Growth of capital Fund - Series I - ------------------------------------------------------- AIM V.I. Diversified A high level of current A I M ADVISORS, Income Fund - Series I income INC. - ------------------------------------------------------- AIM V.I. Government A high level of current Securities Fund - income consistent with a Series I reasonable concern for safety of principal - ------------------------------------------------------- AIM V.I. Growth Fund - Growth of capital Series I - ------------------------------------------------------- AIM V.I. International Long-term growth of capital Growth Fund - Series I - ------------------------------------------------------- AIM V.I. Premier Equity Long-term growth of capital Fund - Series I and income as a secondary objective - ------------------------------------------------------------------------------- THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.; THE DREYFUS STOCK INDEX FUND; AND THE DREYFUS VARIABLE INVESTMENT FUND (VIF) (COLLECTIVELY, THE DREYFUS FUNDS) - ------------------------------------------------------------------------------- The Dreyfus Socially Capital growth and, Responsible Growth secondarily, current Fund, Inc.: Initial income Shares - ------------------------------------------------------- Dreyfus Stock Index To match the total return Fund: Initial Shares of the Standard & Poor's(R) 500 Composite THE DREYFUS Stock Price Index CORPORATION - ------------------------------------------------------- Dreyfus VIF Growth & Long-term capital growth, Income Portfolio: current income and growth Initial Shares of income, consistent with reasonable investment risk - ------------------------------------------------------- Dreyfus VIF Money Market A high level of current Portfolio income as is consistent with the preservation of capital and the maintenance of liquidity - ------------------------------------------------------------------------------- FIDELITY/(R)/ VARIABLE INSURANCE PRODUCTS - ------------------------------------------------------------------------------- Fidelity VIP Long-term capital Contrafund/(R)/ appreciation Portfolio - Initial Class - ------------------------------------------------------- Fidelity VIP Reasonable income FIDELITY MANAGEMENT & Equity-Income Portfolio RESEARCH COMPANY - Initial Class - ------------------------------------------------------- Fidelity VIP Growth Capital appreciation Portfolio - Initial Class - ------------------------------------------------------- Fidelity VIP High Income High level of current Portfolio - Initial income while also Class considering growth of capital - ------------------------------------------------------------------------------- FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST - ------------------------------------------------------------------------------- FTVIP Franklin Small Cap Long-term capital growth FRANKLIN ADVISERS, Fund - Class 2 INC. - ------------------------------------------------------------------------------- FTVIP Mutual Shares Capital appreciation. FRANKLIN MUTUAL Securities Fund - Class Secondary goal is income ADVISERS, LLC. 2 - ------------------------------------------------------------------------------- FTVIP Templeton Long-term capital TEMPLETON ASSET Developing Markets appreciation MANAGEMENT LTD. Securities Fund - Class 2 - ------------------------------------------------------------------------------- FTVIP Templeton Foreign Long-term capital growth TEMPLETON INVESTMENT Securities Fund - Class 2 COUNSEL, LLC - ------------------------------------------------------------------------------- 13 PROSPECTUS

FTVIP Templeton Growth Long-term capital growth FRANKLIN ADVISERS, INC. Securities Fund - Class 2 - ------------------------------------------------------------------------------- GOLDMAN SACHS VARIABLE INSURANCE TRUST (VIT) - ------------------------------------------------------------------------------- Goldman Sachs VIT Long-term growth of capital Capital Growth Fund GOLDMAN SACHS ASSET - ------------------------------------------------------- MANAGEMENT, Goldman Sachs VIT Long-term growth of capital L.P. CORE/SM/ Small Cap Equity Fund - ------------------------------------------------------- Goldman Sachs VIT Long-term growth of capital CORE/SM/ U.S. Equity and dividend income Fund - ------------------------------------------------------- Goldman Sachs VIT Long-term capital International Equity appreciation Fund - ------------------------------------------------------------------------------- MFS/(R)/ VARIABLE INSURANCE TRUST/SM/ - ------------------------------------------------------------------------------- MFS Emerging Growth Long-term growth of capital Series - Initial Class - ------------------------------------------------------- MFS/TM/ MFS Investors Trust Long-term growth of capital INVESTMENT Series - Initial Class with a secondary objective MANAGEMENT to seek reasonable current income - ------------------------------------------------------- MFS New Discovery Series Capital appreciation - Initial Class - ------------------------------------------------------- MFS Research Series - Long-term growth of capital Initial Class and future income - ------------------------------------------------------------------------------- OPPENHEIMER VARIABLE ACCOUNT FUNDS - ------------------------------------------------------------------------------- Oppenheimer Aggressive Capital appreciation Growth Fund/VA - ------------------------------------------------------- Oppenheimer Capital Seeks capital appreciation Appreciation Fund/VA by investing in securities of well-known, established companies. OPPENHEIMERFUNDS, - ------------------------------------------------------- INC. Oppenheimer Global Long-term capital Securities Fund/VA appreciation - ------------------------------------------------------- Oppenheimer Main Street High total return, which Fund/VA/(1)/ includes growth in the value of its shares as well as current income, from equity and debt securities - ------------------------------------------------------- Oppenheimer Strategic High level of current Bond Fund/VA income - ------------------------------------------------------------------------------- THE UNIVERSAL INSTITUTIONAL FUNDS, INC. - ------------------------------------------------------------------------------- Van Kampen UIF Core Plus Above-average total return Fixed Income Portfolio, over a market cycle of Class I/(2)/ three to five years - ------------------------------------------------------- Van Kampen UIF Equity Long-term capital Growth Portfolio, Class appreciation I - ------------------------------------------------------- VAN KAMPEN** Van Kampen UIF Global Long-term capital Value Equity Portfolio, appreciation Class I/(3)/ - ------------------------------------------------------- Van Kampen UIF U.S. Mid Above-average total return Cap Value Portfolio, over a market cycle of Class I/(4)/ three to five years - ------------------------------------------------------- Van Kampen UIF Value Above-average total return Portfolio, Class I over a market cycle of three to five years - ------------------------------------------------------------------------------- * A Portfolio's investment objective may be changed by the Portfolio's Board of Trustees without shareholders approval. **Morgan Stanley Investment Management Inc., the adviser to the UIF Portfolios, does business in certain instances as Van Kampen. (1) Effective May 1, 2003, Oppenheimer Main Street Growth & Income Fund/VA changed its name to Oppenheimer Main Street Fund/VA. The investment objective for this Portfolio has not changed. (2) Effective May 1, 2002, Van Kampen UIF Fixed Income Portfolio, Class I changed its name to Van Kampen UIF Core Plus Fixed Income Portfolio, Class I. The investment objective for this Portfolio has not changed. (3) Effective May 1, 2001, Van Kampen UIF Global Equity Portfolio, Class I changed its name to Van Kampen UIF Global Value Equity Portfolio, Class I. The investment objective for this Portfolio has not changed. (4) Effective May 1, 2003, Van Kampen UIF Mid Cap Value Portfolio, Class I changed its name to Van Kampen UIF U.S. Mid Cap Core Portfolio, Class I. Effective May 1, 2004, Van Kampen UIF U.S. Mid Cap Core Portfolio, Class I changed its name to Van Kampen UIF U.S. Mid Cap Value Portfolio, Class I. 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 PORTFOLIOS IN WHICH THOSE VARIABLE SUB-ACCOUNTS 14 PROSPECTUS

INVEST. YOU BEAR THE INVESTMENT RISK THAT THE PORTFOLIOS MIGHT NOT MEET THEIR INVESTMENT OBJECTIVES. SHARES OF THE PORTFOLIOS 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. VARIABLE INSURANCE PORTFOLIOS MAY NOT BE MANAGED BY THE SAME PORTFOLIO MANAGERS WHO MANAGE RETAIL MUTUAL FUNDS WITH SIMILAR NAMES. THESE PORTFOLIOS ARE LIKELY TO DIFFER FROM SIMILARLY NAMED RETAIL FUNDS IN ASSETS, CASH FLOW AND TAX MATTERS. ACCORDINGLY, THE HOLDINGS AND INVESTMENT RESULTS OF A VARIABLE INSURANCE PORTFOLIO CAN BE EXPECTED TO BE GREATER OR LESS THAN THE INVESTMENT RESULTS OF SIMILARLY NAMED RETAIL MUTUAL FUNDS. 15 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: 2 dollar cost averaging options, and the option to invest in one or more Guarantee Periods included in the Guaranteed Maturity Fixed Account. The Fixed Account Options may not be available in all states. Please consult with your representative for current information. The Fixed Account supports our insurance and annuity obligations. The Fixed Account consists of our general assets other than those in segregated asset accounts. We have sole discretion to invest the assets of the Fixed Account, subject to applicable law. Any money you allocate to a Fixed Account Option does not entitle you to share in the investment experience of the Fixed Account. DOLLAR COST AVERAGING FIXED ACCOUNT OPTIONS DOLLAR COST AVERAGING FIXED ACCOUNT OPTION. Purchase payments that you allocate to the Dollar Cost Averaging Fixed Account Option ("DCA Fixed Account Option") will earn interest for a one year period at the current rate in effect at the time of allocation. We will credit interest daily at a rate that will compound over the year to the annual interest rate we guaranteed at the time of allocation. After the one year period, we will declare a renewal rate which we guarantee for a full year. Subsequent renewal dates will be every twelve months for each payment or transfer. For each purchase payment, the first transfer from the DCA Fixed Account must occur within one month of the date of payment. If we do not receive an allocation from you within one month of the date of payment, the payment plus associated interest will be transferred to the money market Sub-Account in equal monthly installments using the longest transfer period being offered at the time the purchase payment is made. Transferring Account Value to the money market Variable Sub-Account in this manner may not be consistent with the theory of dollar cost averaging described on page 20. We will follow your instructions in transferring amounts monthly from the DCA Fixed Account. However, you may not choose less than 3 or more than 36 monthly installments. Further, you must transfer each purchase payment and all its earnings out of this Option by means of dollar cost averaging within 36 months of payment. At the end of 36 months, any nominal amounts remaining in this option will be allocated to the money market Variable Sub-Account. No transfers are permitted into the DCA Fixed Account. SHORT TERM DOLLAR COST AVERAGING FIXED ACCOUNT OPTION. You may establish a Short Term Dollar Cost Averaging Program by allocating purchase payments to the Short Term Dollar Cost Averaging Fixed Account Option ("Short Term DCA Fixed Account Option"). We will credit interest to purchase payments you allocate to this Option for up to one year at the current rate in effect at the time of allocation. For each purchase payment, the first transfer from the Short Term DCA Fixed Account must occur within one month of the date of payment. If we do not receive an allocation from you within one month of the date of payment, the payment plus associated interest will be transferred to the money market Sub-Account in equal monthly installments using the longest transfer period being offered at the time the purchase payment is made. Transferring Account Value to the money market Variable Sub-Account in this manner may not be consistent with the theory of dollar cost averaging described on page 20. You must transfer each purchase payment and all its earnings out of this Option by means of dollar cost averaging within 12 months. At the end of the transfer period, any nominal amounts remaining in the Short Term DCA Fixed Account will be allocated to the money market Variable Sub-Account. If you discontinue the Short Term DCA Fixed Account Option before the end of the transfer period, we will transfer the remaining balance in the Short Term DCA Fixed Account to the money market Variable Sub-Account unless you request a different investment alternative. No transfers are permitted into the Short Term DCA Fixed Account. We bear the investment risk for all amounts allocated to the DCA Fixed Account Option and the Short Term DCA Fixed Account Option. That is because we guarantee the current and renewal interest rates we credit to the amounts you allocate to either of these Options, which will never be less than the minimum guaranteed rate in the Contract. Currently, we determine, in our sole discretion, the amount of interest credited in excess of the guaranteed rate. We may declare more than one interest rate for different monies based upon the date of allocation to the DCA Fixed Account Option and the Short Term DCA Fixed Account Option. For current interest rate information, please contact your representative or Allstate Life customer service at 1-800-755-5275. GUARANTEE PERIODS Each payment or transfer allocated to a Guarantee Period earns interest at a specified rate that we guarantee for a period of years. Guarantee Periods may range from 1 to 10 years. We are currently offering Guarantee Periods of 1, 3, 5, 7, and 10 years in length. In the future we may offer Guarantee Periods of different lengths or stop offering some Guarantee Periods. You select the Guarantee Period for each payment or transfer. If you do not select a Guarantee Period, we will assign the same period(s) you selected for your most recent purchase payment(s). Each payment or transfer 16 PROSPECTUS

allocated to a Guarantee Period must be at least $50. We reserve the right to limit the number of additional purchase payments that you may allocate to this Option. INTEREST RATES. We will tell you what interest rates and Guarantee Periods we are offering at a particular time. We will not change the interest rate that we credit to a particular allocation until the end of the relevant Guarantee Period. We may declare different interest rates for Guarantee Periods of the same length that begin at different times. We have no specific formula for determining the rate of interest that we will declare initially or in the future. We will set those interest rates based on investment returns available at the time of the determination. In addition, we may consider various other factors in determining interest rates including regulatory and tax requirements, our sales commission and administrative expenses, general economic trends, and competitive factors. WE DETERMINE THE INTEREST RATES TO BE DECLARED IN OUR SOLE DISCRETION. WE CAN NEITHER PREDICT NOR GUARANTEE WHAT THOSE RATES WILL BE IN THE FUTURE. For current interest rate information, please contact your representative or Allstate Life at 1-800-755-5275. HOW WE CREDIT INTEREST. We will credit interest daily to each amount allocated to a Guarantee Period at a rate that compounds to the annual interest rate that we declared at the beginning of the applicable Guarantee Period. THE FOLLOWING EXAMPLE ILLUSTRATES HOW A PURCHASE PAYMENT ALLOCATED TO A GUARANTEED PERIOD WOULD GROW, GIVEN AN ASSUMED GUARANTEE PERIOD AND ANNUAL INTEREST RATE: Purchase Payment.................................................... $10,000 Guarantee Period.................................................... 5 years Annual Interest Rate................................................ 4.50% END OF CONTRACT YEAR YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 ---------- ---------- ---------- ---------- ------------ 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 withdrawal, you may be required to pay a withdrawal charge. In addition, the amount withdrawn may be increased or decreased by a Market Value Adjustment that reflects changes in interest rates since the time you invested the amount withdrawn. The hypothetical interest rate is for illustrative purposes only and is not intended to predict future interest rates to be declared under the Contract. Actual interest rates declared for any given Guarantee Period may be more or less than shown above. RENEWALS. Prior to the end of each Guarantee Period, we will mail you a notice asking you what to do with your money, including the accrued interest. During the 30-day period after the end of the Guarantee Period, you may: 1) Take no action. We will automatically apply your money to a new Guarantee Period of the same length as the expiring Guarantee Period. The new Guarantee Period will begin on the day the previous Guarantee Period ends. The new interest rate will be our current declared rate for a Guarantee Period of that length; or 2) Instruct us to apply your money to one or more new Guarantee Periods of your choice. The new Guarantee Period(s) will begin on the day the previous Guarantee Period ends. The new interest rate will be our then current declared rate for those Guarantee Periods; 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 17 PROSPECTUS

Adjustment; we will pay interest from the day the Guarantee Period expired until the date of the transfer. The interest will be the rate for the shortest Guarantee Period then being offered; or 4) Withdraw all or a portion of your money. You may be required to pay a withdrawal charge, but we will not adjust the amount withdrawn to include a Market Value Adjustment. You may also be required to pay premium taxes and income tax withholding, if applicable. We will pay interest from the day the Guarantee Period expired until the date of withdrawal. The interest will be the rate for the shortest Guarantee Period then being offered. Amounts not withdrawn will be applied to a new Guarantee Period of the same length as the previous Guarantee Period. The new Guarantee Period will begin on the day the previous Guarantee Period ends. 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. MARKET VALUE ADJUSTMENT. All withdrawals and transfers from a Guarantee Period, other than those taken during the 30 day period after such Guarantee Period expires, are subject to a Market Value Adjustment. A Market Value Adjustment also 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 in the "Death Benefit Amount" section below. We also will not apply a Market Value Adjustment to a withdrawal you make: .. within the Free Withdrawal Amount as described on page 21. .. that qualify for one of the waivers as described on page 21. .. to satisfy the IRS minimum distribution rules for the Contract, or .. a single withdrawal made by a surviving spouse made within one year after continuing the Contract. We apply the Market Value Adjustment to reflect changes in interest rates from the time you first allocate money to a Guarantee Period to the time you remove it from that Guarantee Period. We calculate the Market Value Adjustment by comparing the Treasury Rate for a period equal to the Guarantee Period at its inception to the Treasury Rate for a period equal to the Guarantee Period when you remove your money. "TREASURY RATE" means the U.S. Treasury Note Constant Maturity Yield as reported in Federal Reserve Board Statistical Release H.15. The Market Value Adjustment may be positive or negative, depending on changes in interest rates. As such, you bear the investment risk associated with changes in interest rates. If interest rates increase significantly, the Market Value Adjustment and any withdrawal charge, premium taxes, and income tax withholding (if applicable) could reduce the amount you receive upon full withdrawal from a Guaranteed Period to an amount that is less than the purchase payment applied to that period plus interest earned under the Contract. Generally, if the original Treasury Rate at the time you allocate money to a Guarantee Period is higher than the applicable current Treasury Rate for a period equal to the Guarantee Period, then the Market Value Adjustment will result in a higher amount payable to you, transferred or applied to an Income Plan. Conversely, if the Treasury Rate at the time you allocate money to a Guarantee Period is lower than the applicable Treasury Rate for a period equal to the Guarantee Period, then the Market Value Adjustment will result in a lower amount payable to you, transferred or applied to an Income Plan. For example, assume that you purchase a Contract and you select an initial Guarantee Period of 5 years and the 5-year Treasury Rate for that duration is 4.50%. Assume that at the end of 3 years, you make a partial withdrawal. If, at that later time, the current 5-year Treasury Rate is 4.20%, then the Market Value Adjustment will be positive, which will result in an increase in the amount payable to you. Conversely, if the current 5-year Treasury Rate is 4.80%, then the Market Value Adjustment will be negative, which will result in a decrease in the amount payable to you. The formula for calculating Market Value Adjustments is set forth in Appendix 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 Contract Value among the investment alternatives. You may not transfer Contract Value to either the Short-Term Dollar Cost Averaging Fixed Account or the Dollar Cost Averaging Fixed Account Options. You may request transfers in writing on a form that we provided or by telephone according to the procedure described below. The minimum amount that you may transfer into a Guarantee Period is $50. We currently do not assess, but reserve the right to assess, a $10 charge on each transfer in excess of 12 per Contract Year. All transfers to or from more than one Portfolio on any given day counts as one transfer. We will process transfer requests that we receive before 3:00 p.m. Central Time on any Valuation Date using the 18 PROSPECTUS

Accumulation Unit Values for that Date. We will process requests completed after 3:00 p.m. Central Time on any Valuation Date using the Accumulation Unit Values for the next Valuation Date. The Contract permits us to defer transfers from the Fixed Account for up to six months from the date we receive your request. If we decide to postpone transfers for 30 days or more, we will pay interest as required by applicable law. Any interest would be payable from the date we receive the transfer request to the date we make the transfer. If you transfer an amount from a Guarantee Period other than during the 30 day period after such Guarantee Period expires, we will increase or decrease the amount by a Market Value Adjustment. We reserve the right to waive any transfer restrictions. TRANSFERS DURING THE PAYOUT PHASE During the Payout Phase, you may make transfers among the Variable Sub-Accounts so as to change the relative weighting of the Variable Sub-Accounts on which your variable income payments will be based. 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 portion of your right to receive fixed income payments into variable income payments. If you choose an Income Plan that depends on any person's life, 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 1-800-755-5275. The cut-off time for telephone transfer requests is 3:00 p.m. Central Time. In the event that the New York Stock Exchange closes early, i.e., before 3:00 p.m. Central Time, or in the event that the Exchange closes early for a period of time but then reopens for trading on the same day, we will process telephone transfer requests as of the close of the Exchange on that particular day. We will not accept telephone requests received at any telephone number other than the number that appears in this paragraph or received after the close of trading on the Exchange. We may suspend, modify or terminate the telephone transfer privilege, 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. MARKET TIMING & EXCESSIVE TRADING The Contracts are intended for long-term investment. Market timing and excessive trading can potentially dilute the value of Variable Sub-Accounts and can disrupt management of a Portfolio and raise its expenses, which can impair Portfolio performance. Our policy is not to accept knowingly any money intended for the purpose of market timing or excessive trading. Accordingly, you should not invest in the Contract if your purpose is to engage in market timing or excessive trading, and you should refrain from such practices if you currently own a Contract. We seek to detect market timing or excessive trading activity by reviewing trading activities. Portfolios also may report suspected market-timing or excessive trading activity to us. If, in our judgment, we determine that the transfers are part of a market timing strategy or are otherwise harmful to the underlying Portfolio, we will impose the trading limitations as described below under "Trading Limitations." Because there is no universally accepted definition of what constitutes market timing or excessive trading, we will use our reasonable judgment based on all of the circumstances. While we seek to deter market timing and excessive trading in Variable Sub-Accounts, not all market timing or excessive trading is identifiable or preventable. Imposition of trading limitations is triggered by the detection of market timing or excessive trading activity, and the trading limitations are not applied prior to detection of such trading activity. Therefore, our policies and procedures do not prevent such trading activity before it first occurs. To the extent that such trading activity occurs prior to detection and the imposition of trading restrictions, the portfolio may experience the adverse effects of market timing and excessive trading described above. 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, 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 19 PROSPECTUS

redemption of Portfolio shares because of excessive trading or because they believe that a specific transfer or group of transfers would have a detrimental effect on the prices of Portfolio shares. In making the determination that trading activity constitutes market timing or excessive trading, we will consider, among other things: .. the total dollar amount being transferred, both in the aggregate and in the transfer request; .. the number of transfers you make over a period of time and/or the period of time between transfers (note: one set of transfers to and from a sub-account in a short period of time can constitute market timing); .. whether your transfers follow a pattern that appears designed to take advantage of short term market fluctuations, particularly within certain Sub-account underlying portfolios that we have identified as being susceptible to market timing activities; .. whether the manager of the underlying portfolio has indicated that the transfers interfere with portfolio management or otherwise adversely impact the portfolio; and .. the investment objectives and/or size of the Sub-account underlying portfolio. If we determine that a contract owner has engaged in market timing or excessive trading activity, we will restrict that contract owner from making future additions or transfers into the impacted Sub-account(s). If we determine that a contract owner has engaged in a pattern of market timing or excessive trading activity involving multiple Sub-accounts, we will also require that all future transfer requests be submitted through regular U.S. mail thereby refusing to accept transfer requests via telephone, facsimile, Internet, or overnight delivery. Any Sub-account or transfer restrictions will be uniformly applied. In our sole discretion, we may revise our Trading Limitations at any time as necessary to better deter or minimize market timing and excessive trading or to comply with regulatory requirements. DOLLAR COST AVERAGING PROGRAM Through our Dollar Cost Averaging Program, you may automatically transfer a fixed dollar amount every month during the Accumulation Phase from the Short Term DCA Fixed Account or the DCA Fixed Account, to any Variable Sub-Account. You may not use the Dollar Cost Averaging Program to transfer amounts to the Guarantee Periods. We will not charge a transfer fee for transfers made under this Program, nor will such transfer count against the 12 transfers you can make each Contract Year without paying a transfer fee. The theory of dollar cost averaging is that if purchases of equal dollar amounts are made at fluctuating prices, the aggregate average cost per unit will be less than the average of the unit prices on the same purchase dates. However, participation in this Program does not assure you of a greater profit from your purchases under the Program nor will it prevent or necessarily reduce losses in a declining market. Call or write us for instructions on how to enroll. AUTOMATIC PORTFOLIO REBALANCING PROGRAM Once you have allocated your money among the Variable Sub-Accounts, the performance of each Variable Sub-Account may cause a shift in the percentage you allocated to each Variable Sub-Account. If you select our Automatic Portfolio Rebalancing Program, we will automatically rebalance the Contract Value in each Variable Sub-Account and return it to the desired percentage allocations. We will not include money you allocate to the Fixed Account Options in the Automatic Portfolio Rebalancing Program. We will rebalance your account 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 request. We are not responsible for rebalancing that occurs prior to receipt of your request. Example: Assume that you want your initial purchase payment split among 2 Variable Sub-Accounts. You want 40% to be in the Fidelity VIP High Income Variable Sub-Account and 60% to be in the AIM V.I. Growth Variable Sub-Account. Over the next 2 months the bond market does very well while the stock market performs poorly. At the end of the first quarter, the Fidelity VIP High Income Variable Sub-Account now represents 50% of your holdings because of its increase in value. If you choose to have your holdings rebalanced quarterly, on the first day of the next quarter, we would sell some of your units in the Fidelity VIP High Income Variable Sub-Account and use the money to buy more units in the AIM V.I. Growth Variable Sub-Account so that the percentage allocations would again be 40% and 60% respectively. The Automatic Portfolio Rebalancing Program is available only during the Accumulation Phase. The transfers made under the Program do not count towards the 12 transfers you can make without paying a transfer fee, and are not subject to a transfer fee. Portfolio rebalancing is consistent with maintaining your allocation of investments among market segments, although it is accomplished by reducing your Contract Value allocated to the better performing 20 PROSPECTUS

segments. EXPENSES - -------------------------------------------------------------------------------- As a Contract Owner, you will bear, directly or indirectly, the charges and expenses described below. CONTRACT MAINTENANCE CHARGE During the Accumulation Phase, on each Contract Anniversary, we will deduct a $35 contract maintenance charge from your Contract Value invested in each Variable Sub-Account in proportion to the amount invested. If you surrender your Contract, we will deduct the contract maintenance charge pro rated for the part of the Contract Year elapsed, unless your Contract qualifies for a waiver, described below. The charge is to compensate us for the cost of administering the Contracts and the Variable Account. Maintenance costs include expenses we incur collecting purchase payments; keeping records; processing death claims, cash withdrawals, and policy changes; proxy statements; calculating Accumulation Unit Values and income payments; and issuing reports to Contract Owners and regulatory agencies. We cannot increase the charge. However, we will waive this charge if, as of the Contract Anniversary or upon full surrender: .. total purchase payments equal $50,000 or more, or .. all money is allocated to the Fixed Account. In addition, we will waive the Contract Maintenance Charge if total purchase payments are $50,000 or more as of the Payout Start Date. MORTALITY AND EXPENSE RISK CHARGE We deduct a mortality and expense risk charge daily at an annual rate of 1.05% of the average daily net assets you have invested in the Variable Sub-Accounts (1.27% if you select the Enhanced Death Benefit Rider, 1.49% if you selected the Enhanced Death and Income Combination Rider, and 1.55% if you select the Enhanced Death and Income Benefit Combination Rider II). 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 we will bear the loss. We charge an additional amount for the Enhanced Death Benefit Rider, the Enhanced Death and Income Benefit Combination Rider and the Enhanced Death and Income Benefit Combination Rider II to compensate us for the additional risk that we accept by providing these options. We guarantee that we will not raise the mortality and expense risk charge. We assess the mortality and expense risk charge during both the Accumulation Phase and the Payout Phase. ADMINISTRATIVE EXPENSE CHARGE We deduct an administrative expense charge daily at an annual rate of 0.10% of the average daily net assets you have invested in the Variable Sub-Accounts. We intend this charge to cover actual administrative expenses that exceed the revenues from the contract maintenance charge. There is no necessary relationship between the amount of administrative charge imposed on a given Contract and the amount of expenses that may be attributed to that Contract. We assess this charge each day during the Accumulation Phase and the Payout Phase. We guarantee that we will not raise this charge. TRANSFER FEE We do not currently impose a fee upon transfers among the investment alternatives. However, we reserve the right to charge $10 per transfer after the 12th transfer in each Contract Year. We will not charge a transfer fee on transfers that are part of a Dollar Cost Averaging or Automatic Portfolio Rebalancing Program. WITHDRAWAL CHARGE We may assess a withdrawal charge of up to 6% of the purchase payment(s) you withdraw. The charge declines to 0% over a 6 year period that begins on the day we receive your payment. 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. A schedule showing how the charge declines is shown on page 7. During each Contract Year, you can withdraw up to 15% of the aggregate amount of your purchase payments without paying the charge. Unused portions of this "FREE WITHDRAWAL AMOUNT" are not carried forward to future Contract Years. We will deduct withdrawal charges, if applicable, from the amount paid. For purposes of calculating the withdrawal charge, we will treat withdrawals as coming from the oldest purchase payments first. However, for federal income tax purposes, please note that withdrawals are considered to have come first from earnings, which means you pay taxes on the earnings portion of your withdrawal. We do not apply a withdrawal charge in the following situations: .. on the Payout Start Date (a withdrawal charge may apply if you terminate income payments to be received for a specified period; .. on the death of the Contract Owner, or the Annuitant, if the Contract Owner is not a natural person (unless the Settlement Value is used to determine the death benefit); .. withdrawals taken to satisfy IRS minimum distribution rules for the Contract; or 21 PROSPECTUS

.. withdrawals that qualify for one of the waivers as described below. We use the amounts obtained from the withdrawal charge to pay sales commissions and other promotional or distribution expenses associated with marketing the Contracts. To the extent that the withdrawal charge does not cover all sales commissions and other promotional or distribution expenses, we may use any of our corporate assets, including potential profit which may arise from the mortality and expense risk charge or any other charges or fee described above, to make up any difference. Withdrawals of earnings are taxed as ordinary income and, if taken prior to age 591/2 may be subject to an additional 10% federal tax penalty and a Market Value Adjustment. You should consult your own tax counsel or other tax advisers regarding any withdrawals. CONFINEMENT WAIVER. We will waive the withdrawal charge and any Market Value Adjustment on all withdrawals taken prior to the Payout Start Date under your Contract if the following conditions are satisfied: 1. You or the Annuitant, if the Contract Owner is not a natural person, are confined to a long term care facility or a hospital for at least 90 consecutive days. You or the Annuitant must enter the long term care facility or hospital at least 30 days after the Issue Date; 2. You request the withdrawal and provide written proof of the stay no later than 90 days following the end of your or the Annuitant's stay at the long term care facility or hospital; and 3. A physician must have prescribed the stay and the stay must be medically necessary (as defined in the Contract). You may not claim this benefit if you, the Annuitant, or a member of your or the Annuitant's immediate family, is the physician prescribing your or the Annuitant's stay in a long term care facility. TERMINAL ILLNESS WAIVER. We will waive the withdrawal charge and any Market Value Adjustment on all withdrawals taken prior to the Payout Start Date under your Contract if: 1. you or the Annuitant (if the Contract Owner is not a natural person) are first diagnosed with a terminal illness at least 30 days after the Issue Date; and 2. you claim this benefit and deliver adequate proof of diagnosis to us. UNEMPLOYMENT WAIVER. We will waive the withdrawal charge and any Market Value Adjustment on one partial or a full withdrawal taken prior to the Payout Start Date under your Contract, if you meet the following requirements: 1. you or the Annuitant, if the Contract Owner is not a natural person, become unemployed at least one year after the Issue Date; 2. you or the Annuitant, if the Contract Owner is not a natural person, receive unemployment compensation as defined in the Contract for at least 30 days as a result of that unemployment; and 3. you or the Annuitant, if the Contract Owner is not a natural person, claim this benefit within 180 days of your or the Annuitant's initial receipt of unemployment compensation. Please refer to your Contract for more detailed information about the terms and conditions of these waivers. The laws of your state may limit the availability of these waivers and may also change certain terms and/or benefits available under the waivers. You should consult your Contract for further details on these variations. Also, even if you do not need to pay our withdrawal charge or a Market Value Adjustment because of these waivers, you still may be required to pay taxes or tax penalties on the amount withdrawn. You should consult your tax adviser to determine the effect of a withdrawal on your taxes. PREMIUM TAXES Some states and other governmental entities (e.g., municipalities) charge premium taxes or similar taxes. We are responsible for paying these taxes and will deduct them from your Contract Value. Some of these taxes are due when the Contract is issued, others are due when income payments begin or upon surrender. Our current practice is not to charge anyone for these taxes until income payments begin or when a total withdrawal occurs, including payment upon death. At our discretion, we may discontinue this practice and deduct premium taxes from the purchase payments. Premium taxes generally range from 0% to 4%, depending on the state. At the Payout Start Date, if applicable, we deduct the charge for premium taxes from each investment alternative in the proportion that the Contract 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 such 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 "Taxes" Section beginning on page 33. OTHER EXPENSES Each Portfolio deducts advisory fees and other expenses from its assets. You indirectly bear the charges and expenses of the Portfolios whose shares are held by the Variable Sub-Accounts. These fees and expenses are described in the accompanying prospectuses for the 22 PROSPECTUS

Portfolios. For a summary of current estimates of maximum and minimum amounts for those charges and expenses, see page 7. We may receive compensation from the investment advisers or administrators of the Portfolios in connection with the administrative services we provide to the Portfolios. ACCESS TO YOUR MONEY - -------------------------------------------------------------------------------- You can withdraw some or all of your Contract Value at any time prior to the Payout Start Date. The amount payable upon withdrawal is the Contract Value (or portion thereof) next computed after we receive the request for a withdrawal at our home office, 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 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. 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. In addition, we may delay payments or transfers from the Fixed Account Options for up to 6 months (or shorter period if required by law). If we delay payment for 30 days or more, we will pay interest as required by law. SYSTEMATIC WITHDRAWAL PROGRAM You may choose to receive systematic withdrawal payments on a monthly, quarterly, semi-annual, or annual basis at any time prior to the Payout Start Date. The minimum amount of each systematic withdrawal is $50. At our discretion, systematic withdrawals may not be offered in conjunction with the Dollar Cost Averaging Program or Automatic Portfolio Rebalancing Program. Depending on fluctuations in the value of the Variable Sub-Accounts and the value of the Fixed Account Options, systematic withdrawals may reduce or even exhaust the Contract Value. Please consult your tax advisor before taking any withdrawal. We will make systematic withdrawal payments to you or your designated payee. At our discretion, we may modify or suspend the Systematic Withdrawal Program and charge a processing fee for the service. If we modify or suspend the Systematic Withdrawal Program, existing systematic withdrawal payments will not be affected. MINIMUM CONTRACT VALUE If your request for a partial withdrawal would reduce your Contract Value to less than $2,000, we may treat it as a request to withdraw your entire Contract Value. Your Contract will terminate if you withdraw all of your Contract Value. We will, however, ask you to confirm your withdrawal request before terminating your Contract. Before terminating any Contract whose value has been previously reduced by withdrawals to less than $2,000, we will 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 $2,000. 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 applicable taxes. 23 PROSPECTUS

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 money to an Income Plan. The Payout Start Date must be: .. at least 30 days after the Issue Date; and .. no later than the day the Annuitant reaches age 90, or the 10th Contract Anniversary, if later. You may change the Payout Start Date at any time by notifying us in writing of the change at least 30 days before the scheduled Payout Start Date. Absent a change, we will use the Payout Start Date stated in your Contract. INCOME PLANS An Income Plan is a series of scheduled payments to you or someone you designate. You may choose and change your choice of Income Plan until 30 days before the Payout Start Date. If you do not select an Income Plan, we will make income payments in accordance with Income Plan 1 with guaranteed payments for 10 years. Three Income Plans are available under the Contract. Each is available to provide: .. fixed income payments; .. variable income payments; or .. a combination of the two. 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 investment 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 591/2 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. You may elect to receive guaranteed payments for periods ranging from 5 to 30 years. Income payments for less than 120 months may be subject to a withdrawal charge. We will deduct the mortality and expense risk charge from the Variable Sub-Account assets that support variable income payments even though we may not bear any mortality risk. The length of any guaranteed payment period under your selected Income Plan generally will affect the dollar amounts of each income payment. As a general rule, longer guarantee periods result in lower income payments, all other things being equal. For example, if you choose an Income Plan with payments that depend on the life of the Annuitant but with no minimum specified period for guaranteed payments, the income payments generally will be greater than the income payments made under the same Income Plan with a minimum specified period for guaranteed payments. If you choose Income Plan 1 or 2, or, if available, another Income Plan with payments that continue for the life of the Annuitant or joint Annuitant, we may require proof of age and sex of the Annuitant or joint Annuitant before starting income payments, and proof that the Annuitant or joint Annuitant are alive before we make each payment. Please note that under such Income Plans, if you elect to take no minimum guaranteed payments, it is possible that the payee could receive only 1 income payment if the Annuitant and any joint Annuitant both die before the second income payment, or only 2 income payments if they die before the third income payment, and so on. Generally, you may not make withdrawals after the Payout Start Date. One exception to this rule applies if you are receiving variable income payments that do not depend on the life of the Annuitant (such as under Income Plan 3). In that case you may terminate all or part of the Variable Account portion of the income payments at any time and receive a lump sum equal to the present value of the remaining variable payments associated with the amount withdrawn. The minimum amount you may withdraw under this feature is $1,000. A withdrawal charge may apply. We deduct applicable premium taxes from the Contract Value at the Payout Start Date. We may make other Income Plans available. If you elected the Enhanced Death and Income Benefit Combination Rider or the Enhanced Death and Income Benefit Combination Rider II, you may be able to apply an amount greater than your Contract Value to an Income Plan. You must apply at least the Contract Value in the Fixed Account on the Payout Start Date to fixed income payments. If you wish to apply any portion of your Fixed Account balance to provide variable income payments, you should plan ahead and transfer that amount to the Variable Sub-Accounts prior to the Payout 24 PROSPECTUS

Start Date. If you do not tell us how to allocate your Contract Value among fixed and variable income payments, we will apply your Contract Value in the Variable Account to variable income payments and your Contract Value in the Fixed Account to fixed income payments. We will apply your Contract Value, adjusted by any applicable Market Value Adjustment, less applicable taxes to your Income Plan on the Payout Start Date. If the amount available to apply under an Income Plan is less than $2,000, or not enough to provide an initial payment of at least $20, and state law permits, we may: .. terminate the Contract and pay you the Contract Value, adjusted by any applicable Market Value Adjustment and less any applicable taxes, in a lump sum instead of the periodic payments you have chosen; or .. reduce the frequency of your payments so that each payment will be at least $20. VARIABLE INCOME PAYMENTS The amount of your variable income payments depends upon the investment results of the Variable Sub-Accounts you select, the premium taxes you pay, the age and sex of the Annuitant, and the Income Plan you choose. We guarantee that the payments will not be affected by (a) actual mortality experience and (b) the amount of our administration expenses. We cannot predict the total amount of your variable income payments. Your variable income payments may be more or less than your total purchase payments because (a) variable income payments vary with the investment results of the underlying Portfolios; and (b) the Annuitant could live longer or shorter than we expect based on the tables we use. In calculating the amount of the periodic payments in the annuity tables in the Contract, we assumed an annual investment rate of 3%. If the actual net investment return of the Variable Sub-Accounts you choose is less than this assumed investment rate, then the dollar amount of your variable income payments will decrease. The dollar amount of your variable income payments will increase, however, if the actual net investment return exceeds the assumed investment rate. The dollar amount of the variable income payments stays level if the net investment return equals the assumed investment rate. Please refer to the Statement of Additional Information for more detailed information as to how we determine variable income payments. FIXED INCOME PAYMENTS We guarantee income payment amounts derived from any Fixed Account Option for the duration of the Income Plan. We calculate the fixed income payments by: 1. adjusting the portion of the Contract Value in any Fixed Account Option on the Payout Start Date by any applicable Market Value Adjustment; 2. deducting any applicable premium tax; and 3. applying the resulting amount to the greater of (a) the appropriate value from the income payment table in your Contract or (b) such other value as we are offering at that time. We may defer making fixed income payments for a period of up to 6 months or any shorter time state law may require. If we defer payments for 30 days or more, we will pay interest as required by law from the date we receive the withdrawal request to the date we make payment. CERTAIN EMPLOYEE BENEFIT PLANS The Contracts offered by this prospectus contain income payment tables that provide for different payments to men and women of the same age, except in states that require unisex tables. We reserve the right to use income payment tables that do not distinguish on the basis of sex to the extent permitted by applicable law. In certain employment-related situations, employers are required by law to use the same income payment tables for men and women. Accordingly, if the Contract is to be used in connection with an employment-related retirement or benefit plan and we do not offer unisex annuity tables in your state, you should consult with legal counsel as to whether the purchase of a Contract is appropriate. DEATH BENEFITS - -------------------------------------------------------------------------------- DEATH OF OWNER If you die before the Payout Start Date, any surviving joint Contract Owner or, if none, the Beneficiary will be designated the new Contract Owner and will be entitled to the options described below. If the new Contract Owner previously was the Beneficiary, however, the new Contract Owner's options will be subject to any restrictions previously placed upon the Beneficiary. The claim for death benefits must be submitted to us within 180 days of the relevant death in order to claim the standard or enhanced death benefit. If a complete claim is not submitted within 180 days of the relevant death, the claimant will receive the greater of Contract Value or the Settlement Value. (See "Death Proceeds" below). 1. If your spouse is the sole surviving Contract Owner or, in the absence of any surviving Contract Owner, is the sole Beneficiary: (a) Your spouse may elect to receive the Death Proceeds in a lump sum; or (b) Your spouse may elect to receive the Death Proceeds paid out under one of the Income Plans (described in "Income Payments" above) subject to the following conditions: 25 PROSPECTUS

The Payout Start Date must be within one year of your date of death. Income payments must be payable: (i) over the life of your spouse; or (ii) for a guaranteed number of payments from 5 to 50 years but not to exceed the life expectancy of your spouse; or (iii) over the life of your spouse with a guaranteed number of payments from 5 to 30 years but not to exceed the life expectancy of your spouse. (c) If your spouse does not elect one of these 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 conditions apply: The Contract Value of the continued Contract will be the Death Proceeds. Unless otherwise instructed by the continuing spouse, the excess, if any, of the Death Proceeds over the Contract Value will be allocated to the Sub-accounts of the Variable Account. The 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 Proceeds, 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 Guaranteed 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 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 the 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 or Market Value Adjustment. Prior to the Payout Start Date, the Death Benefit of the continued Contract will be as defined in the Death Benefit provision. Only one spousal continuation is allowed under the Contract. 2. If the new Contract Owner is not your spouse but is a living person: (a) The new Contract Owner may elect to receive the Death Proceeds in a lump sum; or (b) The new Contract Owner may elect to receive the Death Proceeds paid out under one of the Income Plans (described in "Income Payments" above) subject to the following conditions: The Payout Start Date must be within one year of your date of death. Income Payments must be payable: (i) over the life of the new Contract Owner; or (ii) . for a guaranteed number of payments from 5 to 50 years but not to exceed the life expectancy of the new Contract Owner; or (iii) over the life of the new Contract Owner with a guaranteed number of payments from 5 to 30 years but not to exceed the life expectancy of the new Contract Owner. (c) If the new Contract Owner does not elect one of the options above, then the new Contract 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 Proceeds, the Contract Value will be the Death Proceeds. Unless otherwise instructed by the new Contract Owner, the excess, if any, of the Death Proceeds over the Contract Value will be allocated to the money market Variable Sub-Account. Henceforth, the new Contract Owner may make transfers (as described in "Transfers During the Payout Phase" above) during this 5 year period. The new Contract Owner may not make additional purchase payments to the Contract under this election. Withdrawal Charges will be waived for any withdrawals made during this 5 year period. We reserve the right to offer additional options upon the death of the Contract Owner. If the new Contract Owner dies prior to the complete liquidation of the Contract Value, then the new Contract Owner's named Beneficiary(ies) will receive the greater of the Settlement Value or the remaining Contract Value. This amount must be liquidated as a lump sum within 5 years of the date of the original Contract Owner's death. 3. If the new Contract Owner is a corporation or other type of non-living person: (a) The new Contract Owner may elect to receive the Death Proceeds in a lump sum; or (b) If the new Contract Owner does not elect the option above, then the new Contract 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 Proceeds, the Contract Value under this option will be the Death Proceeds. Unless otherwise instructed by the new Contract Owner, the excess, if any, of the Death Proceeds over the Contract Value will be allocated to the money market Variable Sub-Account. Henceforth, the new Contract Owner may make transfers (as described in "Transfers During the Payout Phase" above) during this 5 year period. 26 PROSPECTUS

The new Contract Owner may not make additional purchase payments to the Contract under this election. Withdrawal Charges will be waived during this 5 year period. We reserve the right to make additional options available to the new Contract Owner upon the death of the Contract Owner. If any new Contract Owner is a non-living person, all new Contract Owners will be considered to be non-living persons for purposes of these provisions. Under any of these options, all ownership rights, subject to any restrictions previously placed upon the Beneficiary, are available to the new Contract 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, the following apply: 1. If the Contract Owner is a living person, then the Contract will continue with a new Annuitant, who will be: (a) the youngest Contract Owner; otherwise (b) the youngest Beneficiary. You may change the Annuitant before the Payout Start Date. 2. If the Contract Owner is a non-living person: (a) The Contract Owner may elect to receive the Death Proceeds in a lump sum; or (b) If the Contract Owner does not elect the option above, then the Contract 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 Proceeds the Contract Value under this option will be the Death Proceeds. Unless otherwise instructed by the Contract Owner, the excess, if any, of the Death Proceeds over the Contract Value will be allocated to the money market Variable Sub-Account. Henceforth, the Contract Owner may make transfers (as described in "Transfers During the Payout Phase" above) during this 5 year period. The new Contract Owner may not make additional purchase payments to the Contract under this election. Withdrawal Charges will be waived during this 5 year period. We reserve the right to make additional options available to the Contract Owner upon the death of the Annuitant. Under any of these options, all ownership rights are available to the non-living Contract Owner from the date of the Annuitant's death to the date on which the Death Proceeds are paid. DUE PROOF OF DEATH A claim for a distribution on death must include Due Proof of Death. We will accept the following documentation as "Due Proof of Death": .. a certified copy of a death certificate, .. a certified copy of a decree of a court of competent jurisdiction as to the finding of death, or .. any other proof acceptable to us. DEATH BENEFIT PAYMENTS DEATH PROCEEDS If we receive a complete request for settlement of the Death Proceeds within 180 days of the date of your death, the Death Proceeds are equal to the applicable death benefit described below. Otherwise, the Death Proceeds are equal to the greater of the Contract value or 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 applicable death benefit as described above. This right applies only for the purposes of determining the amount payable as Death Proceeds and in no way restricts when a claim may be filed. DEATH BENEFIT AMOUNT Prior to the Payout Start Date, the death benefit is equal to the greatest of: 1. the Contract Value as of the date we determine the value of the death benefit, or 2. the SETTLEMENT VALUE (that is, the amount payable on a full withdrawal of Contract Value) on the date we determine the value of the death benefit, or 3. the Contract Value on each DEATH BENEFIT ANNIVERSARY prior to the date we determine the death benefit, increased by purchase payments made since that Death Benefit Anniversary and reduced by an adjustment for any partial withdrawals since that Death Benefit Anniversary. 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 the deduction of any applicable withdrawal charges, contract maintenance charges, and premium taxes. Contract maintenance charges will be pro rated for the part of the Contract Year elapsed as of the date we determine the Settlement Value, unless your Contract qualifies for a waiver of such charges described in the "Contract Maintenance Charge" section above. A "Death Benefit Anniversary" is every seventh Contract Anniversary beginning with the Issue Date. For example, 27 PROSPECTUS

the Issue Date, 7th and 14th Contract Anniversaries are the first 3 Death Benefit Anniversaries. The withdrawal adjustment is equal to (a) divided by (b), with the result multiplied by (c), where: (a) = is the withdrawal amount; (b) = is the Contract Value immediately prior to the withdrawal; and (c) = is the Contract Value on the Death Benefit Anniversary adjusted by any prior purchase payments (or withdrawals) made since that Anniversary. We will determine the value of the death benefits 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. OPTIONAL RIDERS We offer two optional riders: an Enhanced Death Benefit Rider and an Enhanced Death and Income Benefit Combination Rider II. You may elect to add either or no Rider to your Contract; you may not add both. If you elect an optional Rider, we will charge you a higher mortality and expense risk charge. We may discontinue offering either or both of these Riders at any time. The benefits under these Riders are described below. Before September 22, 2000, we offered the Enhanced Death and Income Benefit Combination Rider. We no longer offer it with this Contract. However, it also is described below for the convenience of Contract Owners who purchased it when it was available. ENHANCED DEATH BENEFIT RIDER You may elect the Enhanced Death Benefit Rider if the oldest Contract Owner and Annuitant are no older than age 80 as of the date we receive the completed application or written request to add the Rider. If the Contract Owner is a living individual, the enhanced death benefit applies only upon the death of the Contract Owner. If the Contract Owner is not a living individual, the enhanced death benefit applies only upon the death of the Annuitant. For Contracts with the Enhanced Death Benefit Rider, the death benefit will be the greatest of (1) through (3) above, or (4) the enhanced death benefit. The enhanced death benefit is equal to the greater of the Enhanced Death Benefit A or Enhanced Death Benefit B. Enhanced Death Benefit B may not be available in all states. The enhanced death benefit will never be greater than the maximum death benefit allowed by any state non forfeiture laws that govern the Contract. ENHANCED DEATH BENEFIT A. At issue, Enhanced Death Benefit A is equal to the initial purchase payment. After issue, Enhanced Death Benefit A is the greatest of the ANNIVERSARY VALUES as of the date we determine the death benefit. The "Anniversary Value" is equal to the Contract Value on a Contract Anniversary, increased by purchase payments made since that Anniversary and reduced by an adjustment for any partial withdrawals since that Anniversary. The adjustment is equal to (a) divided by (b), and the result multiplied by (c) where: (a) = is the withdrawal amount, (b) = is the Contract Value immediately prior to the withdrawal, and (c) = is the most recently calculated Enhanced Death Benefit A. We will calculate Anniversary Values for each Contract Anniversary prior to the oldest Contract Owner's or the Annuitant's, if the Contract Owner is not a natural person, 85th birthday. After age 85, we will recalculate Enhanced Death Benefit A 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, as defined below. 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 Annuitant's, 85th birthday. The adjustment is equal to (a) divided by (b), and the result multiplied by (c) where: (a) = the withdrawal amount, (b) = is the Contract Value immediately prior to the withdrawal, and (c) = is the most recently calculated Enhanced Death Benefit B. ENHANCED DEATH AND INCOME BENEFIT COMBINATION RIDER. (FOR CONTRACTS ISSUED BEFORE SEPTEMBER 22, 2000) The enhanced death benefit portion of the Enhanced Death and Income Benefit Combination Rider is as described above under "Enhanced Death Benefit Rider." The enhanced income benefit guarantees that the amount of income payments you receive will not be less than those determined by applying the value of the enhanced death benefit on the Payout Start Date to the minimum guaranteed rate (rather than to any current rates we may be offering) for the Income Plan you select. 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 90th Birthday. 28 PROSPECTUS

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 a single or joint lives 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. 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. ENHANCED DEATH AND INCOME BENEFIT COMBINATION RIDER II (FOR CONTRACTS ISSUED ON OR AFTER SEPTEMBER 22, 2000). Instead of the Enhanced Death Benefit Rider, you may choose the Enhanced Death and Income Benefit Combination Rider II. The Enhanced Death and Income Benefit Combination Rider II may not be available in all states. The enhanced death benefit portion of the Enhanced Death and Income Benefit Combination Rider II is as described above under "Enhanced Death Benefit Rider." The enhanced income benefit guarantees that the amount of income payments you receive will not be less than those determined by applying the value of the enhanced death benefit on the Payout Start Date to the minimum guaranteed rate (rather than to any current rates we may be offering) for the Income Plan you select. 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, and .. occurs during the 30 day period following a Contract Anniversary. 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 a single or joint lives 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. You must elect to receive fixed income payments, which will be calculated using the appropriate Guaranteed Income Payment table 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. The enhanced income benefit only applies to the determination of income payments under Income Plans in the circumstances described above. This benefit does not guarantee Contract Value or investment performance. This benefit does not enhance the amounts you receive in partial withdrawal or surrenders. If you surrender your Contract, you will not receive any benefit under this Rider. MORE INFORMATION - -------------------------------------------------------------------------------- ALLSTATE LIFE Allstate Life is the issuer of the Contract. Allstate Life was organized in 1957 as a stock life insurance company under the laws of the state of Illinois. Prior to January 1, 2005, Glenbrook Life and Annuity Company ("Glenbrook Life") issued the Contract. Effective January 1, 2005, Glenbrook Life merged with Allstate Life ("Merger"). On the date of the Merger, Allstate Life acquired from Glenbrook Life all of Glenbrook Life's assets and became directly liable for Glenbrook Life's liabilities and obligations with respect to all contracts issued by Glenbrook Life. Allstate Life is a wholly owned subsidiary of Allstate Insurance Company, a stock property-liability insurance company organized 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. Allstate Life is licensed to operate in the District of Columbia, Puerto Rico, and all jurisdictions except the state of New York. We intend to offer the Contract in those jurisdictions in which we are licensed. Our home office is located at 3100 Sanders Road, Northbrook, Illinois, 60062. THE VARIABLE ACCOUNT Allstate Life established the Allstate Financial Advisors Separate Account I in 1999. The Contracts were previously issued through the Glenbrook Life Multi- 29 PROSPECTUS

Manager Variable Account. Effective January 1, 2005, Glenbrook Life Multi-Manager Variable Account and Glenbrook Life and Annuity Company Separate Account A combined with Allstate Financial Advisors Separate Account I and consolidated duplicative Variable Sub-Accounts that invest in the same Portfolio (the "Consolidation"). The Accumulation Unit Values for the Variable Sub-Accounts in which you invest did not change as a result of the Consolidation, and your Contract Value immediately after the Consolidation was the same as the value immediately before the Consolidation.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 Allstate Life. We own the assets of the Variable Account. The Variable Account is a segregated asset account under Illinois 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 Allstate Life. The Variable Account consists of multiple Variable Sub-Accounts, each of which invests in a corresponding Portfolio. We may add new Variable Sub-Accounts or eliminate one or more of them, if we believe marketing, tax, or investment conditions so warrant. We do not guarantee the investment performance of the Variable Account, its Sub-Accounts or the Portfolios. We may use the Variable Account to fund our other annuity contracts. We will account separately for each type of annuity contract funded by the Variable Account. THE PORTFOLIOS DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS. We automatically reinvest all dividends and capital gains distributions from the Portfolios in shares of the distributing Portfolios at their net asset value. VOTING PRIVILEGES. As a general matter, you do not have a direct right to vote the shares of the Portfolios held by the Variable Sub-Accounts to which you have allocated your Contract Value. Under current law, however, you are entitled to give us instructions on how to vote those shares on certain matters. Based on our present view of the law, we will vote the shares of the Portfolios that we hold directly or indirectly through the Variable Account in accordance with instructions that we receive from Contract Owners entitled to give such instructions. As a general rule, before the Payout Start Date, the Contract Owner or anyone with a voting interest is the person entitled to give voting instructions. The number of shares that a person has a right to instruct will be determined by dividing the Contract Value allocated to the applicable Variable Sub-Account by the net asset value per share of the corresponding Portfolio as of the record date of the meeting. After the Payout Start Date the person receiving income payments has the voting interest. The payee's number of votes will be determined by dividing the reserve for such Contract allocated to the applicable Variable Sub-Account by the net asset value per share of the corresponding Portfolio. The votes decrease as income payments are made and as the reserves for the Contract decrease. We will vote shares attributable to Contracts for which we have not received instructions, as well as shares attributable to us, in the same proportion as we vote shares for which we have received instructions, unless we determine that we may vote such shares in our own discretion. We will apply voting instructions to abstain on any item to be voted upon on a pro-rata basis to reduce the votes eligible to be cast. We reserve the right to vote Portfolio shares as we see fit without regard to voting instructions to the extent permitted by law. If we disregard voting instructions, we will include a summary of that action and our reasons for that action in the next semi-annual financial report we send to you. CHANGES IN PORTFOLIOS. If the shares of any of the Portfolios are no longer available for investment by the Variable Account or if, in our judgment, further investment in such shares is no longer desirable in view of the purposes of the Contract, we may eliminate that Portfolio and substitute shares of another eligible investment Portfolio. Any substitution of securities will comply with the requirements of the Investment Company Act of 1940. We also may add new Variable Sub-Accounts that invest in additional underlying funds. We will notify you in advance of any change. CONFLICTS OF INTEREST. Certain of the Portfolios sell their shares to separate accounts underlying both variable life insurance and variable annuity contracts. It is conceivable that in the future it may be unfavorable for variable life insurance separate accounts and variable annuity separate accounts to invest in the same Portfolio. The board of directors/trustees of these Portfolios monitors for possible conflicts among separate accounts buying shares of the Portfolios. Conflicts could develop for a variety of reasons. For example, differences in treatment under tax and other laws or the failure by a separate account to comply with such laws could cause a conflict. To eliminate a conflict, the Portfolio's board of directors/trustees may require a separate account to withdraw its participation in a Portfolio. A Portfolio's net asset value could decrease if it had to sell investment securities to pay redemption proceeds to a separate account withdrawing because of a conflict. THE CONTRACT DISTRIBUTION. ALFS, Inc. ("ALFS"), located at 3100 Sanders Road, Northbrook, IL 60062-7154, serves as principal underwriter of the Contracts. ALFS is a wholly owned subsidiary of Allstate Life. ALFS is a registered broker dealer under 30 PROSPECTUS

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% of all purchase payments. These commissions are intended to cover distribution expenses. Sometimes, we also pay the broker-dealer a persistency bonus in addition to the standard commissions. A persistency bonus is not expected to exceed 0.25%, on an annual basis, of the Contract Values considered in connection with the bonus. In some states, Contracts may be sold by representatives or employees of banks which may be acting as broker-dealers without separate registration under the Exchange Act, pursuant to legal and regulatory exceptions. Allstate 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. We will also provide you with additional periodic and other reports, information and prospectuses as may be required by federal securities laws. 31 PROSPECTUS

NON-QUALIFIED ANNUITIES HELD WITHIN A QUALIFIED PLAN If you use the Contract within an employer sponsored qualified retirement 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. Allstate Life no longer issues deferred annuities to employer sponsored qualified retirement plans. LEGAL MATTERS All matters of state insurance law pertaining to the Contracts, including the validity of the Contracts and Allstate Life's right to issue such Contracts under state insurance law, have been passed upon by Michael J. Velotta, General Counsel of Allstate Life. 32 PROSPECTUS

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. 0000352736. 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 2940 S. 84TH STREET, LINCOLN, NE 68506-4142 (telephone: 1-800-755-5275). 39 PROSPECTUS

APPENDIX A ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH VARIABLE SUB-ACCOUNT SINCE CONTRACTS WERE FIRST OFFERED* - -------------------------------------------------------------------------------- BASIC POLICY For the Years Beginning January 1 and Ending December 31,* 1998 1999 2000 2001 2002 - -------------------------------------------------------------------------------------------------------------------- AIM V.I. BALANCED SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.73 $ 12.66 $ 11.99 $ 10.50 Accumulation Unit Value, End of Period $10.73 $ 12.66 $ 11.99 $ 10.50 $ 8.605 Number of Units Outstanding, End of Period 0 7,487 52,646 90,025 79,599 AIM V.I. CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.36 $ 15.09 $ 12.74 $ 9.72 Accumulation Unit Value, End of Period $11.36 $ 15.09 $ 12.74 $ 9.72 $ 8.112 Number of Units Outstanding, End of Period 0 12,180 53,747 73,192 55,166 AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.22 $ 9.91 $ 9.87 $ 10.10 Accumulation Unit Value, End of Period $10.22 $ 9.91 $ 9.87 $ 10.10 $ 10.219 Number of Units Outstanding, End of Period 0 721 721 721 80,837 AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.38 $ 9.85 $ 10.73 $ 11.28 Accumulation Unit Value, End of Period $10.38 $ 9.85 $ 10.73 $ 11.28 $ 12.228 Number of Units Outstanding, End of Period 0 0 2,954 12,908 18,116 AIM V.I. GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.83 $ 15.82 $ 12.43 $ 8.12 Accumulation Unit Value, End of Period $11.83 $ 15.82 $ 12.43 $ 8.12 $ 5.545 Number of Units Outstanding, End of Period 0 13,275 69,688 57,165 41,008 AIM V.I. INTERNATIONAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.68 $ 16.38 $ 11.92 $ 9.00 Accumulation Unit Value, End of Period $10.68 $ 16.38 $ 11.92 $ 9.00 $ 7.510 Number of Units Outstanding, End of Period 0 0 4,196 4,353 3,644 AIM V.I. PREMIER EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.52 $ 14.80 $ 12.49 $ 10.79 Accumulation Unit Value, End of Period $11.52 $ 14.80 $ 12.49 $ 10.79 $ 7.442 Number of Units Outstanding, End of Period 0 42,074 115,418 133,037 99,724 DREYFUS SOCIALLY RESPONSIBLE SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.79 $ 14.40 $ 12.66 $ 9.692 Accumulation Unit Value, End of Period $10.79 $ 14.40 $ 12.66 $ 9.692 $ 6.808 Number of Units Outstanding, End of Period 0 3,130 5,459 2,854 2,119 DREYFUS STOCK INDEX SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.87 $ 12.97 $ 11.63 $ 10.098 Accumulation Unit Value, End of Period $10.87 $ 12.97 $ 11.63 $ 10.098 $ 7.750 Number of Units Outstanding, End of Period 0 9,930 23,030 17,916 18,764 DREYFUS VIF GROWTH AND INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.65 $ 12.47 $ 11.86 $ 11.078 Accumulation Unit Value, End of Period $10.65 $ 12.47 $ 11.86 $ 11.078 $ 8.148 Number of Units Outstanding, End of Period 0 2,680 3,326 13,021 12,290 DREYFUS VIF MONEY MARKET SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.05 $ 10.40 $ 10.91 $ 11.211 Accumulation Unit Value, End of Period $10.05 $ 10.40 $ 10.91 $ 11.211 $ 11.245 Number of Units Outstanding, End of Period 0 0 0 33,552 21,895 FIDELITY VIP CONTRAFUND/(R)/ SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.66 $ 14.33 $ 13.23 $ 11.473 Accumulation Unit Value, End of Period $11.66 $ 14.33 $ 13.23 $ 11.473 $ 10.281 Number of Units Outstanding, End of Period 0 18,963 101,434 128,908 109,080 40 PROSPECTUS

FIDELITY VIP EQUITY INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.48 $ 11.02 $ 11.81 $ 11.096 Accumulation Unit Value, End of Period $10.48 $ 11.02 $ 11.81 $ 11.096 $ 9.110 Number of Units Outstanding, End of Period 0 30,264 100,008 169,933 151,301 FIDELITY VIP GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.20 $ 15.22 $ 13.40 $ 10.906 Accumulation Unit Value, End of Period $11.20 $ 15.22 $ 13.40 $ 10.906 $ 7.536 Number of Units Outstanding, End of Period 0 25,821 168,574 193,055 156,368 FIDELITY VIP HIGH INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.43 $ 11.16 $ 8.55 $ 7.461 Accumulation Unit Value, End of Period $10.43 $ 11.16 $ 8.55 $ 7.461 $ 7.631 Number of Units Outstanding, End of Period 0 3,837 45,009 69,939 76,485 FTVIP FRANKLIN SMALL CAP INVESTMENTS (CLASS 2) SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 12.70 -- -- Accumulation Unit Value, End of Period -- $ 12.70 $ 20.98 -- -- Number of Units Outstanding, End of Period -- 0 579 -- -- FTVIP FRANKLIN SMALL CAP (CLASS 2) SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 12.17 $ 17.574 Accumulation Unit Value, End of Period -- -- $ 12.17 $ 17.574 $ 12.390 Number of Units Outstanding, End of Period -- -- 0 1,478 1,458 FTVIP MUTUAL SHARE SECURITIES (CLASS 2) SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 20.98 $ 14.930 Accumulation Unit Value, End of Period -- -- $ 20.98 $ 14.930 $ 13.017 Number of Units Outstanding, End of Period -- -- 579 6,817 7,621 FTVIP MUTUAL SHARES INVESTMENTS (CLASS 2) SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 10.31 -- -- Accumulation Unit Value, End of Period -- $ 10.31 $ 10.19 -- -- Number of Units Outstanding, End of Period -- 0 4,984 -- -- FTVIP TEMPLETON DEVELOPING MARKETS SECURITIES (CLASS 2) SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 12.16 $ 8.17 $ 7.426 Accumulation Unit Value, End of Period -- $ 12.16 $ 8.17 $ 7.426 $ 7.331 Number of Units Outstanding, End of Period -- 0 0 0 0 FTVIP TEMPLETON FOREIGN SECURITIES SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 11.26 $ 11.39 $ 9.027 Accumulation Unit Value, End of Period -- $ 11.26 $ 10.87 $ 9.027 $ 7.267 Number of Units Outstanding, End of Period -- 0 438 2,780 2,775 FTVIP TEMPLETON GROWTH SECURITIES SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 13.59 $ 13.262 Accumulation Unit Value, End of Period -- -- $ 13.59 $ 13.262 $ 10.686 Number of Units Outstanding, End of Period -- -- 11,237 10,586 12,533 FTVIP TEMPLETON STOCK (CLASS 2) SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 11.37 -- -- Accumulation Unit Value, End of Period -- $ 11.37 $ 11.42 -- -- Number of Units Outstanding, End of Period -- 0 0 -- -- GOLDMAN SACHS VIT CAPITAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.10 $ 13.99 $ 12.73 $ 10.763 Accumulation Unit Value, End of Period $11.10 $ 13.99 $ 12.73 $ 10.763 $ 8.051 Number of Units Outstanding, End of Period 0 0 573 573 573 GOLDMAN SACHS VIT CORE/SM// /SMALL CAP EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.60 $ 12.36 $ 12.36 $ 12.851 Accumulation Unit Value, End of Period $10.60 $ 12.36 $ 12.44 $ 12.851 $ 10.803 Number of Units Outstanding, End of Period 0 86 717 716 785 GOLDMAN SACHS VIT CORE/SM /US EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.90 $ 13.46 $ 12.02 $ 10.466 Accumulation Unit Value, End of Period $10.90 $ 13.46 $ 12.02 $ 10.466 $ 8.081 Number of Units Outstanding, End of Period 0 0 317 159 158 41 PROSPECTUS

GOLDMAN SACHS VIT GLOBAL INCOME SUB-ACCOUNT(3) Accumulation Unit Value, Beginning of Period $10.00 $ 9.67 $ 9.92 $ 10.70 $ 11.090 Accumulation Unit Value, End of Period $ 9.67 $ 9.92 $ 10.70 $ 11.090 -- Number of Units Outstanding, End of Period 0 0 724 895 -- GOLDMAN SACHS VIT INTERNATIONAL EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.84 $ 14.25 $ 12.24 $ 9.402 Accumulation Unit Value, End of Period $10.84 $ 14.25 $ 12.24 $ 9.402 $ 7.590 Number of Units Outstanding, End of Period 0 0 168 167 166 MFS EMERGING GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.95 $ 20.88 $ 16.60 $ 10.91 Accumulation Unit Value, End of Period $11.95 $ 20.88 $ 16.60 $ 10.91 $ 7.146 Number of Units Outstanding, End of Period 0 1,059 58,025 104,779 94,106 MFS INVESTORS TRUST SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.81 $ 11.41 $ 11.26 $ 9.35 Accumulation Unit Value, End of Period $10.81 $ 11.41 $ 11.26 $ 9.35 $ 7.311 Number of Units Outstanding, End of Period 0 6,295 15,337 0 32,328 MFS NEW DISCOVERY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.38 $ 19.52 $ 19.92 $ 17.76 Accumulation Unit Value, End of Period $11.38 $ 19.52 $ 18.92 $ 17.76 $ 12.002 Number of Units Outstanding, End of Period 0 183 3,146 6,802 6,778 MFS RESEARCH SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 11.53 $ 10.85 $ 8.45 Accumulation Unit Value, End of Period -- $ 11.53 $ 10.85 $ 8.45 $ 6.300 Number of Units Outstanding, End of Period -- 0 15,842 60,264 49,885 OPPENHEIMER AGGRESSIVE GROWTH SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 13.73 $ 12.05 $ 8.19 Accumulation Unit Value, End of Period -- $ 13.73 $ 12.05 $ 8.19 $ 5.844 Number of Units Outstanding, End of Period -- 0 24,920 55,945 46,064 OPPENHEIMER CAPITAL APPRECIATION SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 12.11 $ 11.95 $ 10.329 Accumulation Unit Value, End of Period -- $ 12.11 $ 11.95 $ 10.329 $ 7.469 Number of Units Outstanding, End of Period -- 0 53,426 146,217 168,706 OPPENHEIMER GLOBAL SECURITIES SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 13.11 $ 13.62 $ 11.846 Accumulation Unit Value, End of Period -- $ 13.11 $ 13.62 $ 11.846 $ 9.118 Number of Units Outstanding, End of Period -- 0 60,421 91,989 91,945 OPPENHEIMER MAIN STREET SUB-ACCOUNT/(1)//(4)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 10.78 $ 9.72 $ 8.64 Accumulation Unit Value, End of Period -- $ 10.78 $ 9.729 $ 8.64 $ 6.932 Number of Units Outstanding, End of Period -- 0 121,955 283,935 281,180 OPPENHEIMER STRATEGIC BOND SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 10.16 $ 10.31 $ 10.69 Accumulation Unit Value, End of Period -- $ 10.16 $ 10.31 $ 10.69 $ 11.354 Number of Units Outstanding, End of Period -- 0 28,736 56,563 74,026 VAN KAMPEN UIF CORE PLUS FIXED INCOME SUB-ACCOUNT/(5)/ Accumulation Unit Value, Beginning of Period $10.00 $ 10.15 $ 9.87 $ 10.49 $ 11.723 Accumulation Unit Value, End of Period $10.15 $ 9.87 $ 10.49 $ 11.723 $ 12.439 Number of Units Outstanding, End of Period -- 0 0 0 0 VAN KAMPEN UIF EQUITY GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.94 $ 15.09 $ 13.17 $ 11.049 Accumulation Unit Value, End of Period $10.94 $ 15.09 $ 13.17 $ 11.049 $ 7.879 Number of Units Outstanding, End of Period 0 0 162 0 2,459 VAN KAMPEN UIF GLOBAL VALUE EQUITY SUB-ACCOUNT/(6)/ Accumulation Unit Value, Beginning of Period $10.00 $ 10.43 $ 10.73 $ 11.83 $ 10.874 Accumulation Unit Value, End of Period $10.43 $ 10.73 $ 11.83 $ 10.874 $ 8.937 Number of Units Outstanding, End of Period 0 0 959 0 1,077 42 PROSPECTUS

VAN KAMPEN UIF U.S. MID CAP VALUE SUB-ACCOUNT/(7)/ Accumulation Unit Value, Beginning of Period $10.00 $ 10.96 $ 13.07 $ 14.32 $ 13.705 Accumulation Unit Value, End of Period $10.96 $ 13.07 $ 14.32 $ 13.705 $ 9.752 Number of Units Outstanding, End of Period 0 0 5,400 0 9,054 VAN KAMPEN UIF VALUE SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 9.95 $ 9.65 $ 11.93 $ 12.058 Accumulation Unit Value, End of Period $ 9.95 $ 9.65 $ 11.93 $ 12.058 $ 9.279 Number of Units Outstanding, End of Period 0 0 233 0 753 For the Years Beginning January 1 and Ending December 31,* 2003 2004 - ------------------------------------------------------------------------------- AIM V.I. BALANCED SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.605 $ 9.889 Accumulation Unit Value, End of Period $ 9.889 $ 9.863 Number of Units Outstanding, End of Period 77,339 76,112 AIM V.I. CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.112 $ 9.978 Accumulation Unit Value, End of Period $ 9.978 $ 10.030 Number of Units Outstanding, End of Period 52,185 49,973 AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.219 $ 11.035 Accumulation Unit Value, End of Period $ 11.035 $ 11.350 Number of Units Outstanding, End of Period 80,837 80,837 AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 12.228 $ 12.217 Accumulation Unit Value, End of Period $ 12.217 $ 12.350 Number of Units Outstanding, End of Period 25,026 23,535 AIM V.I. GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 5.545 $ 7.195 Accumulation Unit Value, End of Period $ 7.195 $ 6.979 Number of Units Outstanding, End of Period 29,497 27,704 AIM V.I. INTERNATIONAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.510 $ 9.582 Accumulation Unit Value, End of Period $ 9.582 $ 10.234 Number of Units Outstanding, End of Period 3,304 3,578 AIM V.I. PREMIER EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.442 $ 9.202 Accumulation Unit Value, End of Period $ 9.202 $ 8.893 Number of Units Outstanding, End of Period 89,645 80,195 DREYFUS SOCIALLY RESPONSIBLE SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 6.808 $ 8.480 Accumulation Unit Value, End of Period $ 8.480 $ 8.203 Number of Units Outstanding, End of Period 1,323 1,514 DREYFUS STOCK INDEX SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.750 $ 9.834 Accumulation Unit Value, End of Period $ 9.834 $ 9.847 Number of Units Outstanding, End of Period 13,107 13,597 DREYFUS VIF GROWTH AND INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.148 $ 10.195 Accumulation Unit Value, End of Period $ 10.195 $ 9.903 Number of Units Outstanding, End of Period 11,244 11,237 DREYFUS VIF MONEY MARKET SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 11.245 $ 11.194 Accumulation Unit Value, End of Period $ 11.194 $ 11.152 Number of Units Outstanding, End of Period 7.225 9,183 43 PROSPECTUS

FIDELITY VIP CONTRAFUND/(R)/ SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.281 $ 13.057 Accumulation Unit Value, End of Period $ 13.057 $ 13.691 Number of Units Outstanding, End of Period 105,900 102,482 FIDELITY VIP EQUITY INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 9.110 $ 11.738 Accumulation Unit Value, End of Period $ 11.738 $ 11.879 Number of Units Outstanding, End of Period 139,986 138,095 FIDELITY VIP GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.536 $ 9.896 Accumulation Unit Value, End of Period $ 9.896 $ 9.351 Number of Units Outstanding, End of Period 144,374 135,616 FIDELITY VIP HIGH INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.631 $ 9.600 Accumulation Unit Value, End of Period $ 9.600 $ 9.969 Number of Units Outstanding, End of Period 97,563 69,011 FTVIP FRANKLIN SMALL CAP INVESTMENTS (CLASS 2) SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- -- Accumulation Unit Value, End of Period -- -- Number of Units Outstanding, End of Period -- -- FTVIP FRANKLIN SMALL CAP (CLASS 2) SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period $ 12.390 $ 16.810 Accumulation Unit Value, End of Period $ 16.810 $ 16.895 Number of Units Outstanding, End of Period 1,445 2,004 FTVIP MUTUAL SHARE SECURITIES (CLASS 2) SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period $ 13.017 $ 16.104 Accumulation Unit Value, End of Period $ 16.104 $ 16.556 Number of Units Outstanding, End of Period 9,109 8,304 FTVIP MUTUAL SHARES INVESTMENTS (CLASS 2) SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- -- Accumulation Unit Value, End of Period -- -- Number of Units Outstanding, End of Period -- -- FTVIP TEMPLETON DEVELOPING MARKETS SECURITIES (CLASS 2) SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period $ 7.331 $ 11.088 Accumulation Unit Value, End of Period $ 11.088 $ 11.907 Number of Units Outstanding, End of Period 0 0 FTVIP TEMPLETON FOREIGN SECURITIES SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period $ 7.267 $ 9.499 Accumulation Unit Value, End of Period $ 9.499 $ 9.824 Number of Units Outstanding, End of Period 2,769 2,764 FTVIP TEMPLETON GROWTH SECURITIES SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period $ 10.686 $ 13.959 Accumulation Unit Value, End of Period $ 13.959 $ 14.431 Number of Units Outstanding, End of Period 13,430 13,020 FTVIP TEMPLETON STOCK (CLASS 2) SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- -- Accumulation Unit Value, End of Period -- -- Number of Units Outstanding, End of Period -- -- GOLDMAN SACHS VIT CAPITAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.051 $ 9.848 Accumulation Unit Value, End of Period $ 9.848 $ 9.713 Number of Units Outstanding, End of Period 573 573 GOLDMAN SACHS VIT CORE/SM// /SMALL CAP EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.803 $ 15.592 Accumulation Unit Value, End of Period $ 15.592 $ 16.113 Number of Units Outstanding, End of Period 714 714 44 PROSPECTUS

GOLDMAN SACHS VIT CORE/SM /US EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.081 $ 10.343 Accumulation Unit Value, End of Period $ 10.343 $ 10.781 Number of Units Outstanding, End of Period 158 158 GOLDMAN SACHS VIT GLOBAL INCOME SUB-ACCOUNT(3) Accumulation Unit Value, Beginning of Period -- -- Accumulation Unit Value, End of Period -- -- Number of Units Outstanding, End of Period -- -- GOLDMAN SACHS VIT INTERNATIONAL EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.590 $ 10.167 Accumulation Unit Value, End of Period $ 10.167 $ 9.952 Number of Units Outstanding, End of Period 0 820 MFS EMERGING GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.146 $ 9.200 Accumulation Unit Value, End of Period $ 9.200 $ 9.021 Number of Units Outstanding, End of Period 83,943 72,029 MFS INVESTORS TRUST SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.311 $ 8.828 Accumulation Unit Value, End of Period $ 8.828 $ 8.809 Number of Units Outstanding, End of Period 30,413 28,480 MFS NEW DISCOVERY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 12.002 $ 15.866 Accumulation Unit Value, End of Period $ 15.866 $ 14.659 Number of Units Outstanding, End of Period 6,419 6,644 MFS RESEARCH SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period $ 6.300 $ 7.766 Accumulation Unit Value, End of Period $ 7.766 $ 7.900 Number of Units Outstanding, End of Period 48,032 32,001 OPPENHEIMER AGGRESSIVE GROWTH SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period $ 5.844 $ 7.255 Accumulation Unit Value, End of Period $ 7.255 $ 7.660 Number of Units Outstanding, End of Period 36,584 34,219 OPPENHEIMER CAPITAL APPRECIATION SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period $ 7.469 $ 9.668 Accumulation Unit Value, End of Period $ 9.668 $ 9.438 Number of Units Outstanding, End of Period 170,101 171,408 OPPENHEIMER GLOBAL SECURITIES SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period $ 9.118 $ 12.892 Accumulation Unit Value, End of Period $ 12.892 $ 13.099 Number of Units Outstanding, End of Period 68,704 65,900 OPPENHEIMER MAIN STREET SUB-ACCOUNT/(1)//(4)/ Accumulation Unit Value, Beginning of Period $ 6.932 $ 8.684 Accumulation Unit Value, End of Period $ 8.684 $ 8.660 Number of Units Outstanding, End of Period 272,277 267,039 OPPENHEIMER STRATEGIC BOND SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period $ 11.354 $ 13.253 Accumulation Unit Value, End of Period $ 13.253 $ 13.621 Number of Units Outstanding, End of Period 69,493 68,750 VAN KAMPEN UIF CORE PLUS FIXED INCOME SUB-ACCOUNT/(5)/ Accumulation Unit Value, Beginning of Period $ 12.439 $ 12.867 Accumulation Unit Value, End of Period $ 12.867 $ 13.164 Number of Units Outstanding, End of Period 3,413 3,412 VAN KAMPEN UIF EQUITY GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.879 $ 9.731 Accumulation Unit Value, End of Period $ 9.731 $ 9.445 Number of Units Outstanding, End of Period 2,298 2,402 45 PROSPECTUS

VAN KAMPEN UIF GLOBAL VALUE EQUITY SUB-ACCOUNT/(6)/ Accumulation Unit Value, Beginning of Period $ 8.937 $ 11.393 Accumulation Unit Value, End of Period $ 11.393 $ 11.516 Number of Units Outstanding, End of Period 115 115 VAN KAMPEN UIF U.S. MID CAP VALUE SUB-ACCOUNT/(7)/ Accumulation Unit Value, Beginning of Period $ 9.752 $ 13.642 Accumulation Unit Value, End of Period $ 13.642 $ 13.939 Number of Units Outstanding, End of Period 7,762 7,683 VAN KAMPEN UIF VALUE SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 9.279 $ 12.300 Accumulation Unit Value, End of Period $ 12.300 $ 13.085 Number of Units Outstanding, End of Period 1,016 1,117 * The Contracts were first offered on November 10, 1998. The Accumulation Unit Values in this table reflect a mortality and expense risk charge of 1.05% and an administrative expense charge of 0.10%. All of the Variable Sub-Accounts commenced operations on or before November 10, 1998, except as described in the footnotes below. The Accumulation Unit information shown for 2004 is for the period beginning January 1 and ending September 30. (1) Variable Sub-Accounts that commenced operations on November 1, 1999. (2) Variable Sub-Accounts that commenced operations on May 1, 2000. (3) Goldman Sachs VIT Global Income Sub-Account is not available to new investors as of May 1, 2002. (4) Effective May 1, 2003, Oppenheimer Main Street Growth & Income Fund/VA changed its name to Oppenheimer Main Street Fund/VA. We have made a corresponding change in the name of the Variable Sub-Account that invests in this Portfolio. (5) Effective May 1, 2002, Van Kampen UIF Fixed Income Portfolio, Class I changed its name to Van Kampen UIF Core Plus Fixed Income Portfolio, Class I. We have made a corresponding change in the name of the Variable Sub-Account that invests in this Portfolio. (6) Effective May 1, 2001, Van Kampen UIF Global Equity Portfolio, Class I changed its name to Van Kampen UIF Global Value Equity Portfolio, Class I. We have made a corresponding change in the name of the Variable Sub-Account that invests in this Portfolio. (7) Effective May 1, 2003, Van Kampen UIF Mid Cap Value Portfolio, Class I changed its name to Van Kampen UIF U.S. Mid Cap Core Portfolio, Class I. Effective May 1, 2004, Van Kampen UIF U.S. Mid Cap Core Portfolio, Class I changed its name to Van Kampen UIF U.S. Mid Cap Value Portfolio, Class I. 46 PROSPECTUS

ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH VARIABLE SUB-ACCOUNT SINCE CONTRACTS WERE FIRST OFFERED* - -------------------------------------------------------------------------------- WITH ENHANCED DEATH AND INCOME BENEFIT COMBINATION RIDER (FOR CONTRACTS ISSUED BEFORE 9/22/00) For the Years Beginning January 1 and Ending December 31,* 1998 1999 2000 2001 2002 - -------------------------------------------------------------------------------------------------------------------- AIM V.I. BALANCED SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.73 $ 12.66 $ 11.99 $ 10.50 Accumulation Unit Value, End of Period $10.73 $ 12.66 $ 11.99 $ 10.50 $ 8.450 Number of Units Outstanding, End of Period 0 7,487 52,646 90,025 89,074 AIM V.I. CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.36 $ 15.09 $ 12.74 $ 9.72 Accumulation Unit Value, End of Period $11.36 $ 15.09 $ 12.74 $ 9.72 $ 7.966 Number of Units Outstanding, End of Period 0 12,180 53,747 73,192 55,288 AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.22 $ 9.91 $ 9.87 $ 10.10 Accumulation Unit Value, End of Period $10.22 $ 9.91 $ 9.87 $ 10.10 $ 10.034 Number of Units Outstanding, End of Period 0 721 721 721 1,484 AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.38 $ 9.85 $ 10.73 $ 11.28 Accumulation Unit Value, End of Period $10.38 $ 9.85 $ 10.73 $ 11.28 $ 12.007 Number of Units Outstanding, End of Period 0 0 2,954 12,908 0 AIM V.I. GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.83 $ 15.82 $ 12.43 $ 8.12 Accumulation Unit Value, End of Period $11.83 $ 15.82 $ 12.43 $ 8.12 $ 5.445 Number of Units Outstanding, End of Period 0 13,275 69,688 57,165 104,504 AIM V.I. INTERNATIONAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.68 $ 16.38 $ 11.92 $ 9.00 Accumulation Unit Value, End of Period $10.68 $ 16.38 $ 11.92 $ 9.00 $ 7.374 Number of Units Outstanding, End of Period 0 0 4,196 43,53 2,927 AIM V.I. PREMIER EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.52 $ 14.80 $ 12.49 $ 12.49 Accumulation Unit Value, End of Period $11.52 $ 14.80 $ 12.49 $ 10.79 $ 7.307 Number of Units Outstanding, End of Period 0 42,074 115,418 133,037 126,176 DREYFUS SOCIALLY RESPONSIBLE SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.78 $ 14.33 $ 12.55 $ 9.46 Accumulation Unit Value, End of Period $10.78 $ 14.33 $ 12.55 $ 9.56 $ 6.685 Number of Units Outstanding, End of Period 0 5,493 7,121 6,350 5,661 DREYFUS STOCK INDEX SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.87 $ 12.90 $ 11.52 $ 9.96 Accumulation Unit Value, End of Period $10.87 $ 12.90 $ 11.52 $ 9.96 $ 7.610 Number of Units Outstanding, End of Period 401 19,955 21,326 19,024 16,309 DREYFUS VIF GROWTH AND INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.64 $ 12.40 $ 11.75 $ 10.886 Accumulation Unit Value, End of Period $10.64 $ 12.40 $ 11.75 $ 10.886 $ 8.000 Number of Units Outstanding, End of Period 0 3,983 3,676 3,568 2,993 DREYFUS VIF MONEY MARKET SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.04 $ 10.36 $ 10.81 $ 11.057 Accumulation Unit Value, End of Period $10.04 $ 10.36 $ 10.81 $ 11.057 $ 11.042 Number of Units Outstanding, End of Period 0 577 489 16,157 14,874 FIDELITY VIP CONTRAFUND/(R)/ SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.65 $ 14.26 $ 13.10 $ 11.315 Accumulation Unit Value, End of Period $11.65 $ 14.26 $ 13.10 $ 11.315 $ 10.096 Number of Units Outstanding, End of Period 387 32,161 13,1791 134,375 114,720 47 PROSPECTUS

FIDELITY VIP EQUITY INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.47 $ 10.96 $ 11.70 $ 10.994 Accumulation Unit Value, End of Period $10.47 $ 10.96 $ 11.70 $ 10.944 $ 8.946 Number of Units Outstanding, End of Period 0 11,621 45,849 55,016 54,937 FIDELITY VIP GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.19 $ 15.15 $ 13.27 $ 10.756 Accumulation Unit Value, End of Period $11.19 $ 15.15 $ 13.27 $ 10.756 $ 7.399 Number of Units Outstanding, End of Period 0 22,088 151,189 149,935 123,919 FIDELITY VIP HIGH INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.43 $ 11.10 $ 8.47 $ 7.359 Accumulation Unit Value, End of Period $10.43 $ 11.10 $ 8.47 $ 7.359 $ 7.493 Number of Units Outstanding, End of Period 0 3,667 31,190 24,128 17,717 FTVIP FRANKLIN SMALL CAP INVESTMENTS (CLASS 2) SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 12.66 -- -- Accumulation Unit Value, End of Period -- $ 12.66 $ 20.95 -- -- Number of Units Outstanding, End of Period -- 0 158 -- -- FTVIP FRANKLIN SMALL CAP (CLASS 2) SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 12.16 $ 17.509 Accumulation Unit Value, End of Period -- -- $ 12.16 $ 17.509 $ 12.244 Number of Units Outstanding, End of Period -- -- 0 0 0 FTVIP MUTUAL SHARE SECURITIES (CLASS 2) SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 14.07 $ 15.42 Accumulation Unit Value, End of Period -- -- $ 14.07 $ 15.42 $ 12.864 Number of Units Outstanding, End of Period -- -- 4,992 0 0 FTVIP MUTUAL SHARES INVESTMENTS (CLASS 2) SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 10.30 -- -- Accumulation Unit Value, End of Period -- 10.30 $ 10.30 -- -- Number of Units Outstanding, End of Period -- 0 0 -- -- FTVIP TEMPLETON DEVELOPING MARKETS SECURITIES (CLASS 2) SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 12.15 $ 8.13 $ 7.48 Accumulation Unit Value, End of Period -- $ 12.15 $ 8.13 $ 7.48 $ 7.230 Number of Units Outstanding, End of Period -- 0 0 0 0 FTVIP TEMPLETON FOREIGN SECURITIES SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 11.25 $ 10.82 $ 9.64 Accumulation Unit Value, End of Period -- $ 11.25 $ 10.82 $ 9.64 $ 7.167 Number of Units Outstanding, End of Period -- 0 0 0 0 FTVIP TEMPLETON GROWTH SECURITIES SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 $ 13.55 $ 13.17 Accumulation Unit Value, End of Period -- -- $ 13.55 $ 13.17 $ 10.561 Number of Units Outstanding, End of Period -- -- 9,457 10,221 10,224 FTVIP TEMPLETON STOCK (CLASS 2) SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- -- $ 10.00 -- -- Accumulation Unit Value, End of Period -- -- $ 11.39 -- -- Number of Units Outstanding, End of Period -- -- 0 -- -- GOLDMAN SACHS VIT CAPITAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.09 $ 13.92 $ 12.61 $ 10.615 Accumulation Unit Value, End of Period $11.09 $ 13.92 $ 12.61 $ 10.615 $ 7.906 Number of Units Outstanding, End of Period 0 2,449 41,73 2,958 3,144 GOLDMAN SACHS VIT CORE/SM// /SMALL CAP EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.59 $ 12.30 $ 12.32 $ 12.674 Accumulation Unit Value, End of Period $10.59 $ 12.30 $ 12.32 $ 12.674 $ 10.607 Number of Units Outstanding, End of Period 0 17,918 18,069 17,077 13,981 GOLDMAN SACHS VIT CORE/SM /US EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.89 $ 13.39 $ 11.91 $ 10.322 Accumulation Unit Value, End of Period $10.89 $ 13.39 $ 11.91 $ 10.322 $ 7.935 Number of Units Outstanding, End of Period 401 20,515 23,250 20,215 16,365 48 PROSPECTUS

GOLDMAN SACHS VIT GLOBAL INCOME SUB-ACCOUNT/(3)/ Accumulation Unit Value, Beginning of Period $10.00 $ 9.66 $ 9.87 $ 10.60 -- Accumulation Unit Value, End of Period $ 9.66 $ 9.87 $ 10.60 $ 11.013 -- Number of Units Outstanding, End of Period 0 0 0 -- GOLDMAN SACHS VIT INTERNATIONAL EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.84 $ 14.18 $ 12.12 $ 9.273 Accumulation Unit Value, End of Period $10.84 $ 14.18 $ 12.12 $ 9.273 $ 7.453 Number of Units Outstanding, End of Period 0 0 1,812 1,812 1,812 MFS EMERGING GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.94 $ 20.78 $ 16.44 $ 10.76 Accumulation Unit Value, End of Period $11.94 $ 20.78 $ 16.44 $ 10.76 $ 7.017 Number of Units Outstanding, End of Period 377 19,189 63,991 65,183 58,274 MFS INVESTORS TRUST SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.81 $ 11.35 $ 11.16 $ 9.23 Accumulation Unit Value, End of Period $10.81 $ 11.35 $ 11.16 $ 9.23 $ 7.179 Number of Units Outstanding, End of Period 0 4,808 11,160 9,277 7,991 MFS NEW DISCOVERY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 11.38 $ 19.42 $ 18.74 $ 17.51 Accumulation Unit Value, End of Period $11.38 $ 19.42 $ 18.74 $ 17.51 $ 11.785 Number of Units Outstanding, End of Period 0 707 1,509 0 1,214 MFS RESEARCH SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 11.52 $ 10.79 $ 8.365 Accumulation Unit Value, End of Period -- $ 11.52 $ 10.79 $ 8.365 $ 6.231 Number of Units Outstanding, End of Period -- 0 60,709 0 69,858 OPPENHEIMER AGGRESSIVE GROWTH SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 13.72 $ 11.99 $ 8.11 Accumulation Unit Value, End of Period -- $ 13.72 $ 11.99 $ 8.11 $ 5.763 Number of Units Outstanding, End of Period -- 0 38,398 42,643 36,265 OPPENHEIMER CAPITAL APPRECIATION SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 12.10 $ 11.89 $ 10.23 Accumulation Unit Value, End of Period -- $ 12.10 $ 11.89 $ 10.23 $ 7.365 Number of Units Outstanding, End of Period -- 0 35,976 43,914 42,764 OPPENHEIMER GLOBAL SECURITIES SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 13.10 $ 13.55 $ 11.73 Accumulation Unit Value, End of Period -- $ 13.10 $ 13.55 $ 11.73 $ 8.992 Number of Units Outstanding, End of Period -- 0 33,241 33,299 34,078 OPPENHEIMER MAIN STREET SUB-ACCOUNT/(1)//(4)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 10.77 $ 9.67 $ 8.55 Accumulation Unit Value, End of Period -- $ 10.77 $ 9.67 $ 8.55 $ 6.836 Number of Units Outstanding, End of Period -- 0 130,587 144,668 119,776 OPPENHEIMER STRATEGIC BOND SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- $ 10.00 $ 10.15 $ 10.26 $ 10.59 Accumulation Unit Value, End of Period -- $ 10.15 $ 10.26 $ 10.59 $ 11.197 Number of Units Outstanding, End of Period -- 0 19,624 26,549 31,069 VAN KAMPEN UIF CORE PLUS FIXED INCOME SUB-ACCOUNT/(5)/ Accumulation Unit Value, Beginning of Period $10.00 $ 10.94 $ 15.02 $ 13.04 $ 10.973 Accumulation Unit Value, End of Period $10.94 $ 15.02 $ 13.04 $ 10.973 $ 12.214 Number of Units Outstanding, End of Period 406 7,464 11,011 0 8,976 VAN KAMPEN UIF EQUITY GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 10.15 $ 9.82 $ 10.75 $ 11.642 Accumulation Unit Value, End of Period $10.15 $ 9.82 $ 10.75 $ 11.642 $ 7.737 Number of Units Outstanding, End of Period 0 0 0 0 0 VAN KAMPEN UIF GLOBAL VALUE EQUITY SUB-ACCOUNT/(6)/ Accumulation Unit Value, Beginning of Period $10.00 $ 10.42 $ 10.69 $ 11.72 $ 1.799 Accumulation Unit Value, End of Period $10.42 $ 10.69 $ 11.72 $ 10.799 $ 8.775 Number of Units Outstanding, End of Period 0 245 363 0 243 49 PROSPECTUS

VAN KAMPEN UIF U.S. MID CAP VALUE SUB-ACCOUNT/(7)/ Accumulation Unit Value, Beginning of Period $10.00 $ 10.96 $ 13.01 $ 14.18 $ 13.611 Accumulation Unit Value, End of Period $10.96 $ 13.01 $ 14.18 $ 13.611 $ 9.576 Number of Units Outstanding, End of Period 0 1,788 4,089 0 3,137 VAN KAMPEN UIF VALUE SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.00 $ 9.95 $ 9.61 $ 11.82 $ 11.975 Accumulation Unit Value, End of Period $ 9.95 $ 9.61 $ 11.82 $ 11.975 $ 9.112 Number of Units Outstanding, End of Period 0 17,465 16,697 0 12,180 For the Years Beginning January 1 and Ending December 31,* 2003 2004 - ------------------------------------------------------------------------------- AIM V.I. BALANCED SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.450 $ 9.677 Accumulation Unit Value, End of Period $ 9.677 $ 9.611 Number of Units Outstanding, End of Period 79,043 63,895 AIM V.I. CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.966 $ 9.755 Accumulation Unit Value, End of Period $ 9.755 $ 9.773 Number of Units Outstanding, End of Period 49,921 50,120 AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.034 $ 10.789 Accumulation Unit Value, End of Period $ 10.789 $ 11.060 Number of Units Outstanding, End of Period 134 0 AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 12.007 $ 11.944 Accumulation Unit Value, End of Period $ 11.944 $ 12.034 Number of Units Outstanding, End of Period 0 0 AIM V.I. GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 5.445 $ 7.034 Accumulation Unit Value, End of Period $ 7.034 $ 6.800 Number of Units Outstanding, End of Period 105,887 101,131 AIM V.I. INTERNATIONAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.374 $ 9.368 Accumulation Unit Value, End of Period $ 9.368 $ 9.972 Number of Units Outstanding, End of Period 2,660 530 AIM V.I. PREMIER EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.307 $ 8.996 Accumulation Unit Value, End of Period $ 8.996 $ 8.665 Number of Units Outstanding, End of Period 117,821 102,217 DREYFUS SOCIALLY RESPONSIBLE SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 6.685 $ 8.290 Accumulation Unit Value, End of Period $ 8.290 $ 7.993 Number of Units Outstanding, End of Period 7,252 5,120 DREYFUS STOCK INDEX SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.610 $ 9.614 Accumulation Unit Value, End of Period $ 9.614 $ 9.595 Number of Units Outstanding, End of Period 13,791 17,721 DREYFUS VIF GROWTH AND INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.000 $ 9.967 Accumulation Unit Value, End of Period $ 9.967 $ 9.649 Number of Units Outstanding, End of Period 1,614 1,674 DREYFUS VIF MONEY MARKET SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 11.042 $ 10.944 Accumulation Unit Value, End of Period $ 10.944 $ 10.867 Number of Units Outstanding, End of Period 7,405 1,510 50 PROSPECTUS

FIDELITY VIP CONTRAFUND/(R)/ SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.096 $ 12.765 Accumulation Unit Value, End of Period $ 12.765 $ 13.340 Number of Units Outstanding, End of Period 105,800 98,026 FIDELITY VIP EQUITY INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 8.946 $ 11.475 Accumulation Unit Value, End of Period $ 11.475 $ 11.575 Number of Units Outstanding, End of Period 59,907 58,079 FIDELITY VIP GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.399 $ 9.675 Accumulation Unit Value, End of Period $ 9.675 $ 9.112 Number of Units Outstanding, End of Period 111,514 99,339 FIDELITY VIP HIGH INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.493 $ 9.385 Accumulation Unit Value, End of Period $ 9.385 $ 9.714 Number of Units Outstanding, End of Period 16,572 15,444 FTVIP FRANKLIN SMALL CAP INVESTMENTS (CLASS 2) SUB-ACCOUNT/(//1//)/ Accumulation Unit Value, Beginning of Period -- -- Accumulation Unit Value, End of Period -- -- Number of Units Outstanding, End of Period -- -- FTVIP FRANKLIN SMALL CAP (CLASS 2) SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period $ 12.244 $ 16.540 Accumulation Unit Value, End of Period $ 16.540 $ 16.569 Number of Units Outstanding, End of Period 0 0 FTVIP MUTUAL SHARE SECURITIES (CLASS 2) SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period $ 12.864 $ 15.846 Accumulation Unit Value, End of Period $ 15.846 $ 16.237 Number of Units Outstanding, End of Period 0 0 FTVIP MUTUAL SHARES INVESTMENTS (CLASS 2) SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- -- Accumulation Unit Value, End of Period -- -- Number of Units Outstanding, End of Period -- -- FTVIP TEMPLETON DEVELOPING MARKETS SECURITIES (CLASS 2) SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period $ 7.230 $ 10.886 Accumulation Unit Value, End of Period $ 10.886 $ 11.652 Number of Units Outstanding, End of Period 0 0 FTVIP TEMPLETON FOREIGN SECURITIES SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period $ 7.167 $ 9.326 Accumulation Unit Value, End of Period $ 9.326 $ 9.614 Number of Units Outstanding, End of Period 0 0 FTVIP TEMPLETON GROWTH SECURITIES SUB-ACCOUNT/(//2//)/ Accumulation Unit Value, Beginning of Period $ 10.561 $ 13.735 Accumulation Unit Value, End of Period $ 13.735 $ 14.152 Number of Units Outstanding, End of Period 13,430 13,370 FTVIP TEMPLETON STOCK (CLASS 2) SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period -- -- Accumulation Unit Value, End of Period -- -- Number of Units Outstanding, End of Period -- -- GOLDMAN SACHS VIT CAPITAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.906 $ 9.628 Accumulation Unit Value, End of Period $ 9.628 $ 9.464 Number of Units Outstanding, End of Period 3,053 3,013 GOLDMAN SACHS VIT CORE/SM// /SMALL CAP EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.607 $ 15.243 Accumulation Unit Value, End of Period $ 15.243 $ 15.701 Number of Units Outstanding, End of Period 12,774 12,650 51 PROSPECTUS

GOLDMAN SACHS VIT CORE/SM /US EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.935 $ 10.112 Accumulation Unit Value, End of Period $ 10.112 $ 10.505 Number of Units Outstanding, End of Period 15,131 14,610 GOLDMAN SACHS VIT GLOBAL INCOME SUB-ACCOUNT(3) Accumulation Unit Value, Beginning of Period -- -- Accumulation Unit Value, End of Period -- -- Number of Units Outstanding, End of Period -- -- GOLDMAN SACHS VIT INTERNATIONAL EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.453 $ 9.939 Accumulation Unit Value, End of Period $ 9.939 $ 9.697 Number of Units Outstanding, End of Period 1,812 1,812 MFS EMERGING GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.017 $ 8.994 Accumulation Unit Value, End of Period $ 8.994 $ 8.790 Number of Units Outstanding, End of Period 53,387 46,204 MFS INVESTORS TRUST SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.179 $ 8.631 Accumulation Unit Value, End of Period $ 8.631 $ 8.583 Number of Units Outstanding, End of Period 6,780 6,887 MFS NEW DISCOVERY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 11.785 $ 15.511 Accumulation Unit Value, End of Period $ 15.511 $ 14.284 Number of Units Outstanding, End of Period 2,605 2,604 MFS RESEARCH SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period $ 6.231 $ 7.625 Accumulation Unit Value, End of Period $ 7.625 $ 7.731 Number of Units Outstanding, End of Period 66,528 64,762 OPPENHEIMER AGGRESSIVE GROWTH SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period $ 5.763 $ 7.124 Accumulation Unit Value, End of Period $ 7.124 $ 7.496 Number of Units Outstanding, End of Period 33,266 29,258 OPPENHEIMER CAPITAL APPRECIATION SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period $ 7.365 $ 9.492 Accumulation Unit Value, End of Period $ 9.492 $ 9.236 Number of Units Outstanding, End of Period 36,722 31,520 OPPENHEIMER GLOBAL SECURITIES SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period $ 8.992 $ 12.658 Accumulation Unit Value, End of Period $ 12.658 $ 12.819 Number of Units Outstanding, End of Period 31,907 23,290 OPPENHEIMER MAIN STREET SUB-ACCOUNT/(1)//(4)/ Accumulation Unit Value, Beginning of Period $ 6.836 $ 8.562 Accumulation Unit Value, End of Period $ 8.526 $ 8.475 Number of Units Outstanding, End of Period 114,351 108,999 OPPENHEIMER STRATEGIC BOND SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period $ 11.197 $ 13.012 Accumulation Unit Value, End of Period $ 13.012 $ 13.330 Number of Units Outstanding, End of Period 37,883 39,319 VAN KAMPEN UIF CORE PLUS FIXED INCOME SUB-ACCOUNT/(5)/ Accumulation Unit Value, Beginning of Period $ 12.214 $ 12.579 Accumulation Unit Value, End of Period $ 12.579 $ 18.827 Number of Units Outstanding, End of Period 1,130 1,997 VAN KAMPEN UIF EQUITY GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 7.737 $ 9.513 Accumulation Unit Value, End of Period $ 9.513 $ 9.203 Number of Units Outstanding, End of Period 8,598 8,461 52 PROSPECTUS

VAN KAMPEN UIF GLOBAL VALUE EQUITY SUB-ACCOUNT/(6)/ Accumulation Unit Value, Beginning of Period $ 8.775 $ 11.138 Accumulation Unit Value, End of Period $ 11.138 $ 11.221 Number of Units Outstanding, End of Period 243 243 VAN KAMPEN UIF U.S. MID CAP VALUE SUB-ACCOUNT/(7)/ Accumulation Unit Value, Beginning of Period $ 9.576 $ 13.337 Accumulation Unit Value, End of Period $ 13.337 $ 13.582 Number of Units Outstanding, End of Period 4,792 4,746 VAN KAMPEN UIF VALUE SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 9.112 $ 12.025 Accumulation Unit Value, End of Period $ 12.025 $ 12.750 Number of Units Outstanding, End of Period 12,203 12,370 * The Contracts were first offered on November 10, 1998. The Accumulation Unit Values in this table reflect a Mortality and expense risk charge of 1.49% and an administrative expense charge of 0.10%. All of the Variable Sub-Accounts commenced operations on or before November 10, 1998 except as described in the footnotes below. The Accumulation Unit information shown for 2004 is for the period beginning January 1 and ending September 30. (1) Variable Sub-Accounts that commenced operations on November 1, 1999. (2) Variable Sub-Accounts that commenced operations on May 1, 2000. (3) Goldman Sachs VIT Global Income Sub-Account is not available to new investors as of May 1, 2002. (4) Effective May 1, 2003, Oppenheimer Main Street Growth & Income Fund/VA changed its name to Oppenheimer Main Street Fund/VA. We have made a corresponding change in the name of the Variable Sub-Account that invests in this Portfolio. (5) Effective May 1, 2002, Van Kampen UIF Fixed Income Portfolio, Class I changed its name to Van Kampen UIF Core Plus Fixed Income Portfolio, Class I. We have made a corresponding change in the name of the Variable Sub-Account that invests in this Portfolio. (6) Effective May 1, 2001, Van Kampen UIF Global Equity Portfolio, Class I changed its name to Van Kampen UIF Global Value Equity Portfolio, Class I. We have made a corresponding change in the name of the Variable Sub-Account that invests in this Portfolio. (7) Effective May 1, 2003, Van Kampen UIF Mid Cap Value Portfolio, Class I changed its name to Van Kampen UIF U.S. Mid Cap Core Portfolio, Class I. Effective May 1, 2004, Van Kampen UIF U.S. Mid Cap Core Portfolio, Class I changed its name to Van Kampen UIF U.S. Mid Cap Value Portfolio, Class I. 53 PROSPECTUS

ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH VARIABLE SUB-ACCOUNT SINCE CONTRACTS WERE FIRST OFFERED* - -------------------------------------------------------------------------------- WITH ENHANCED DEATH AND INCOME BENEFIT COMBINATION RIDER II (FOR CONTRACTS ISSUED ON OR AFTER 9/22/00) For the Years Beginning January 1 and Ending December 31,* 2000 2001 2002 2003 2004 - --------------------------------------------------------------------------------------------------------------- AIM V.I. BALANCED SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 9.21 $ 8.024 $ 6.543 $ 7.489 Accumulation Unit Value, End of Period $ 9.21 $ 8.024 $ 6.543 $ 7.489 $ 7.434 Number of Units Outstanding, End of Period 4,545 61,468 57,002 58,920 62,743 AIM V.I.CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.06 $ 6.117 $ 5.080 $ 6.217 Accumulation Unit Value, End of Period $ 8.06 $ 6.117 $ 5.080 $ 6.217 $ 6.225 Number of Units Outstanding, End of Period 20,079 104,459 86,197 83,406 78,041 AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 7.80 $ 10.297 $ 10.249 $ 11.013 Accumulation Unit Value, End of Period $ 7.80 $ 10.297 $ 10.249 $ 11.013 $ 11.285 Number of Units Outstanding, End of Period 34,530 0 0 0 0 AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 10.43 $ 10.785 $ 11.773 $ 11.704 Accumulation Unit Value, End of Period $ 10.43 $ 10.785 $ 11.773 $ 11.704 $ 11.787 Number of Units Outstanding, End of Period 0 0 3,383 3,383 3,383 AIM V.I. GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 7.52 $ 4.890 $ 3.320 $ 4.286 Accumulation Unit Value, End of Period $ 7.52 $ 4.890 $ 3.320 $ 4.286 $ 4.142 Number of Units Outstanding, End of Period 32,771 133,470 115,932 110,527 94,083 AIM V.I. INTERNATIONAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.32 $ 6.255 $ 5.188 $ 6.586 Accumulation Unit Value, End of Period $ 8.32 $ 6.255 $ 5.188 $ 6.586 $ 7.008 Number of Units Outstanding, End of Period 0 1,446 0 0 0 AIM V.I. PREMIER EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.54 $ 7.345 $ 5.039 $ 6.199 Accumulation Unit Value, End of Period $ 8.54 $ 7.345 $ 5.039 $ 6.199 $ 5.969 Number of Units Outstanding, End of Period 22,904 96,014 89,919 84,217 75,997 DREYFUS SOCIALLY RESPONSIBLE SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.42 $ 6.410 $ 4.480 $ 5.553 Accumulation Unit Value, End of Period $ 8.42 $ 6.410 $ 4.480 $ 5.553 $ 5.351 Number of Units Outstanding, End of Period 0 2,161 2,343 2,535 2,460 DREYFUS STOCK INDEX SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.83 $ 7.626 $ 5.824 $ 7.353 Accumulation Unit Value, End of Period $ 8.83 $ 7.626 $ 5.824 $ 7.353 $ 7.335 Number of Units Outstanding, End of Period 403 5,634 7,533 7,597 7,543 DREYFUS VIF GROWTH AND INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 9.38 $ 8.683 $ 6.378 $ 7.940 Accumulation Unit Value, End of Period $ 9.38 $ 8.683 $ 6.378 $ 7.940 $ 7.684 Number of Units Outstanding, End of Period 0 6,523 4,071 4,069 4,067 DREYFUS VIF MONEY MARKET SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 10.17 $ 10.400 $ 10.379 $ 10.281 Accumulation Unit Value, End of Period $ 10.17 $ 10.400 $ 10.379 $ 10.281 $ 10.204 Number of Units Outstanding, End of Period 8,743 10,868 14,612 11,408 8,425 54 PROSPECTUS

FIDELITY VIP CONTRAFUND SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 9.23 $ 7.970 $ 7.107 $ 8.980 Accumulation Unit Value, End of Period $ 9.23 $ 7.970 $ 7.107 $ 8.980 $ 9.381 Number of Units Outstanding, End of Period 14,991 80,328 71,359 74,699 72,513 FIDELITY VIP EQUITY INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 10.42 $ 9.741 $ 7.958 $ 10.202 Accumulation Unit Value, End of Period $ 10.42 $ 9.741 $ 7.958 $ 10.202 $ 10.286 Number of Units Outstanding, End of Period 17,198 42,652 45,833 43,248 32,641 FIDELITY VIP GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.37 $ 6.782 $ 4.663 $ 6.094 Accumulation Unit Value, End of Period $ 8.37 $ 6.782 $ 4.663 $ 6.094 $ 5.736 Number of Units Outstanding, End of Period 21,583 76,935 76,809 72,242 67,032 FIDELITY VIP HIGH INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.30 $ 7.209 $ 7.335 $ 9.183 Accumulation Unit Value, End of Period 8.30 $ 7.209 $ 7.335 $ 9.183 $ 9.500 Number of Units Outstanding, End of Period 102 4,442 7,089 8,863 8,688 FTVIP FRANKLIN SMALL CAP INVESTMENTS (CLASS 2) SUB-ACCOUNT Accumulation Unit Value, Beginning of Period -- -- -- -- -- Accumulation Unit Value, End of Period -- -- -- -- -- Number of Units Outstanding, End of Period -- -- -- -- -- FTVIP FRANKLIN SMALL CAP (CLASS 2) SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 4.763 $ 6.430 Accumulation Unit Value, End of Period $ 6.430 $ 6.439 Number of Units Outstanding, End of Period 1,117 1,115 FTVIP MUTUAL SHARE SECURITIES (CLASS 2) SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 10.45 $ 11.00 $ 9.539 $ 11.743 Accumulation Unit Value, End of Period $ 10.45 $ 11.00 $ 9.539 $ 11.743 $ 12.028 Number of Units Outstanding, End of Period 0 2,884 4,094 4,090 4,087 FTVIP TEMPLETON DEVELOPING MARKETS SECURITIES (CLASS 2) SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.17 $ 7.507 $ 7.254 $ 10.917 Accumulation Unit Value, End of Period $ 8.17 $ 7.507 $ 7.254 $ 10.917 $ 11.680 Number of Units Outstanding, End of Period 0 0 0 0 0 FTVIP TEMPLETON FOREIGN SECURITIES SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 9.60 $ 8.548 $ 6.353 $ 8.262 Accumulation Unit Value, End of Period $ 9.60 $ 8.548 $ 6.353 $ 8.262 $ 8.513 Number of Units Outstanding, End of Period 0 0 945 945 945 FTVIP TEMPLETON GROWTH SECURITIES SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 10.00 $ 9.703 $ 7.780 $ 10.112 Accumulation Unit Value, End of Period $ 10.00 $ 9.703 $ 7.780 $ 10.112 $ 10.414 Number of Units Outstanding, End of Period 2,289 2,050 7,098 4,154 9,771 GOLDMAN SACHS VIT CAPITAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.76 $ 7.737 $ 5.488 $ 6.679 Accumulation Unit Value, End of Period $ 8.76 $ 7.737 $ 5.488 $ 6.679 $ 6.563 Number of Units Outstanding, End of Period 1,593 4,137 5,854 5,928 5,876 GOLDMAN SACHS VIT CORE/SM/ SMALL CAP EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 9.61 $ 9.88 $ 8.267 $ 11.873 Accumulation Unit Value, End of Period $ 9.61 $ 9.88 $ 8.267 $ 11.873 $ 12.223 Number of Units Outstanding, End of Period 0 4,499 5,111 4,927 4,831 GOLDMAN SACHS VIT CORE/SM/ US EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.81 $ 7.627 $ 5.859 $ 7.462 Accumulation Unit Value, End of Period $ 8.81 $ 7.627 $ 5.859 $ 7.462 $ 7.749 Number of Units Outstanding, End of Period 1,916 4,493 7,802 7,758 7,634 GOLDMAN SACHS VIT GLOBAL INCOME SUB-ACCOUNT/(1)/ Accumulation Unit Value, Beginning of Period $ 10.00 $ 10.36 -- -- -- Accumulation Unit Value, End of Period $ 10.36 $ 10.682 -- -- -- Number of Units Outstanding, End of Period 0 0 -- -- -- 55 PROSPECTUS

GOLDMAN SACHS VIT INTERNATONAL EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 9.09 $ 6.952 $ 5.584 $ 7.443 Accumulation Unit Value, End of Period $ 9.09 $ 6.952 $ 5.584 $ 7.443 $ 7.258 Number of Units Outstanding, End of Period 0 0 0 0 0 MFS EMERGING GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.08 $ 5.286 $ 3.444 $ 4.412 Accumulation Unit Value, End of Period $ 8.08 $ 5.286 $ 3.444 $ 4.412 $ 4.310 Number of Units Outstanding, End of Period 11,866 61,761 75,018 71,114 66,448 MFS INVESTORS TRUST SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 9.64 $ 7.965 $ 6.192 $ 7.440 Accumulation Unit Value, End of Period $ 9.64 $ 7.965 $ 6.192 $ 7.440 $ 7.396 Number of Units Outstanding, End of Period 576 15,527 22,272 23,237 23,178 MFS NEW DISCOVERY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 9.55 $ 8.923 $ 7.142 $ 9.384 Accumulation Unit Value, End of Period $ 9.55 $ 8.923 $ 7.142 $ 9.384 $ 8.631 Number of Units Outstanding, End of Period 0 4,370 621 3,220 3,261 MFS RESEARCH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.61 $ 6.666 $ 4.948 $ 6.069 Accumulation Unit Value, End of Period $ 8.61 $ 6.666 $ 4.948 $ 6.069 $ 6.150 Number of Units Outstanding, End of Period 11,698 70,874 70,703 65,726 59,409 OPPENHEIMER AGGRESSIVE GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 6.94 $ 4.694 $ 3.334 $ 4.119 Accumulation Unit Value, End of Period $ 6.94 $ 4.694 $ 3.334 $ 4.119 $ 4.332 Number of Units Outstanding, End of Period 8,000 54,096 76,844 68,188 69,130 OPPENHEIMER CAPITAL APPRECIATION SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.92 $ 7.667 $ 5.516 $ 7.105 Accumulation Unit Value, End of Period $ 8.92 $ 7.667 $ 5.516 $ 7.105 $ 6.910 Number of Units Outstanding, End of Period 18937 81840 79,255 76,584 74,628 OPPENHEIMER GLOBAL SECURITIES SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 9.41 $ 8.142 $ 6.236 $ 8.773 Accumulation Unit Value, End of Period $ 9.41 $ 8.142 $ 6.236 $ 8.773 $ 8.880 Number of Units Outstanding, End of Period 2,457 16,839 19,248 19,288 17,680 OPPENHEIMER MAIN STREET SUB-ACCOUNT/(2)/ Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.72 $ 7.702 $ 6.152 $ 7.668 Accumulation Unit Value, End of Period $ 8.72 $ 7.702 $ 6.152 $ 7.668 $ 7.618 Number of Units Outstanding, End of Period 33,469 16,839 127,294 125,761 115,872 OPPENHEIMER STRATEGIC BOND SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 9.88 $ 10.184 $ 10.762 $ 12.500 Accumulation Unit Value, End of Period $ 9.88 $ 10.184 $ 10.762 $ 12.500 $ 12.799 Number of Units Outstanding, End of Period 976 34,123 32,383 32,808 32,710 VAN KAMPEN UIF CORE PLUS FIXED INCOME SUB-ACCOUNT/(3)/ Accumulation Unit Value, Beginning of Period $ 10.00 $ 10.49 $ 11.275 $ 11.904 $ 12.252 Accumulation Unit Value, End of Period $ 10.49 $ 11.275 $ 11.904 $ 12.252 $ 12.488 Number of Units Outstanding, End of Period 0 0 1,979 1,979 1,979 VAN KAMPEN UIF EQUITY GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 8.06 $ 6.727 $ 4.773 $ 5.866 Accumulation Unit Value, End of Period $ 8.06 $ 6.727 $ 4.773 $ 5.866 $ 5.672 Number of Units Outstanding, End of Period 2,971 0 7,305 7,390 7,331 VAN KAMPEN UIF GLOBAL VALUE EQUITY SUB-ACCOUNT/(4)/ Accumulation Unit Value, Beginning of Period $ 10.00 $ 10.50 $ 9.601 $ 7.851 $ 9.960 Accumulation Unit Value, End of Period $ 10.50 $ 9.601 $ 7.851 $ 9.960 $ 10.029 Number of Units Outstanding, End of Period 0 0 231 231 230 VAN KAMPEN UIF U.S. MID CAP CORE SUB-ACCOUNT/(5)/ Accumulation Unit Value, Beginning of Period $ 10.00 $ 9.92 $ 9.452 $ 6.692 $ 9.316 Accumulation Unit Value, End of Period $ 9.92 $ 9.452 $ 6.692 $ 9.316 $ 9.483 Number of Units Outstanding, End of Period 1,841 0 11,002 11,156 11,041 56 PROSPECTUS

VAN KAMPEN UIF VALUE SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.00 $ 11.65 $ 11.718 $ 8.972 $ 11.834 Accumulation Unit Value, End of Period $ 11.65 $ 11.718 $ 8.972 $ 11.834 $ 12.542 Number of Units Outstanding, End of Period 0 0 3,917 3,850 3,.868 * The Contracts with the Enhanced Death and Income Benefit Combination Rider II were first offered on September 22, 2000. The Accumulation Unit Values in this table reflect a mortality and expense risk charge of 1.55% and an administrative charge of 0.10%. All of the Variable Sub-Accounts commenced operations on or before September 22, 2000, except as described in the footnotes below. The Accumulation Unit information shown for 2004 is for the period beginning January 1 and ending September 30. (1) Goldman Sachs VIT Global Income Sub-Account is not available to new investors as of May 1, 2002. (2) Effective May 1, 2003, Oppenheimer Main Street Growth & Income Fund/VA changed its name to Oppenheimer Main Street Fund/VA. We have made a corresponding change in the name of the Variable Sub-Account that invests in this Portfolio. (3) Effective May 1, 2002, Van Kampen UIF Fixed Income Portfolio, Class I changed its name to Van Kampen UIF Core Plus Fixed Income Portfolio, Class I. We have made a corresponding change in the name of the Variable Sub-Account that invests in this Portfolio. (4) Effective May 1, 2001, Van Kampen UIF Global Equity Portfolio, Class I changed its name to Van Kampen UIF Global Value Equity Portfolio, Class I. We have made a corresponding change in the name of the Variable Sub-Account that invests in this Portfolio. (5) Effective May 1, 2003, Van Kampen UIF Mid Cap Value Portfolio, Class I changed its name to Van Kampen UIF U.S. Mid Cap Core Portfolio, Class I. Effective May 1, 2004, Van Kampen UIF U.S. Mid Cap Core Portfolio, Class I changed its name to Van Kampen UIF U.S. Mid Cap Value Portfolio, Class I. 57 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 Guarantee Period for the week preceding the establishment of the Guarantee Period. N = the number of whole and partial years from the date we receive the withdrawal, transfer, or death benefit request, or from the Payout Start Date to the end of the Guarantee Period. J = the Treasury Rate for a maturity equal to the Guarantee Period for the week preceding the receipt of the withdrawal, transfer, death benefit, or income payment request.* Treasury Rate means the U.S. Treasury Note Constant Maturity yield as reported in Federal Reserve Bulletin Release H.15. *If a U.S. Treasury Note ("Note") with a maturity of the Guarantee Period is not available, we will determine an appropriate interest rate based on an interpolation of the next shortest duration and next longest duration Notes. The Market Value Adjustment factor is determined from the following formula: .9 X [I - J] X N To determine the Market Value Adjustment, we will multiply the Market Value Adjustment factor by the amount transferred, withdrawn (in excess of the Free Withdrawal Amount), paid as a death benefit, or applied to an Income Plan from a Guarantee Period at any time other than during the 30 day period after such Guarantee Period expires. 58 PROSPECTUS

EXAMPLES OF MARKET VALUE ADJUSTMENT - -------------------------------------------------------------------------------- Purchase Payment: $10,000 allocated to a Guarantee Period Guarantee Period: 5 years Interest Rate: 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 Value $10,000.00 X (1.045)/3 /= $11,411.66 at End of Contract Year 3: Step 2. Calculate the Free .15 X ($10,000.00) = $1,500.00 Withdrawal Amount: Step 3: Calculate the Withdrawal I = 4.5% Charge: J = 4.2% N = 730 days =2 Step 4: Calculate the Market Value -------- Adjustment: 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 ($11,411.66 - $1,500.00) = $53.52 Step 5. Calculate the amount received by a Contract Owner as a result of full withdrawal at the end of Contract Year 3: $11,411.66 + $53.52 = $11,465.18 EXAMPLE 2: (ASSUMES RISING INTEREST RATES) Step 1. Calculate Contract Value at End $10,000.00 X (1.045)/3 /= $11,411.66 of Contract Year 3: Step 2. Calculate the Free Withdrawal .15 X ($10,000.00) = $1,500.00 Amount: Step 3: Calculate the Withdrawal Charge: I = 4.5% J = 4.8% Step 4. Calculate the Market Value N = 730 days =2 Adjustment: -------- 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 ($11,411.66 - $1,500.00) = - $53.52 Step 5. Calculate the amount received by a Contract Owner as a result of full $11,411.66 - $53.52 = $11,358.14 withdrawal at the end of Contract Year 3: 59 PROSPECTUS

PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The By-laws of Allstate Life Insurance Company ("Registrant") provide that Registrant will indemnify its officers and directors for certain damages and expenses that may be incurred in the performance of their duty to Registrant. No indemnification is provided, however, when such person is adjudged to be liable for negligence or misconduct in the performance of his or her duty, unless indemnification is deemed appropriate by the court upon application. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. Exhibit No. Description (1) Form of Underwriting Agreement (Incorporated herein by reference to Pre-Effective Amendment No. 2 to Form N-4 Registration Statement (File No. 333-00999) dated August 23, 1996). (2) None (4)(a) Contract and Application (Incorporated herein by reference to Pre-Effective Amendment No. 2 to Form N-4 Registration Statement (File No. 333-00999) dated August 23, 1996). (4)(b) Contract Endorsement (Incorporated herein by reference to Post-Effective Amendment No. 4 to Form N-4 Registration Statement (File No. 333-00999) (File No. 333-00999) dated September 30, 1998). (4)(c) Form of Contract Endorsement (reflecting Allstate as issuer) filed herewith. (5)(a) Opinion of General Counsel re: Legality (Incorporated herein by reference to Pre-Effective Amendment No. 2 to Form N-4 Registration Statement (File No. 333-00999) dated August 23, 1996). (5)(b) Opinion and Consent of General Counsel re: Legality (Incorporated herein by reference to Post-Effective Amendment No. 4 to Form N-4 Registration Statement (File No. 033-00987) dated April 29, 1999). (5)(c) Opinion and Consent of General Counsel re: Legality (8) None. (11) None. (12) None. (15) Letter re: unaudited interim financial information from Registered Public Accounting Firm filed herewith (23) Consent of Independent Registered Public Accounting Firm filed herewith (24)(a) Powers of Attorney for Michael J. Velotta, David A. Bird, Margaret G. Dyer, Marla G. Friedman, Edward M. Liddy, John C. Lounds,Robert W. Pike, Samuel H. Pilch, Steven E. Shebik, Eric A. Simonson, Thomas J. Wilson, II and Kevin R. Slawin. (Incorporated herein by reference to Registrant's initial Form S-3 Registration Statement (File No. 333-100068) filed September 25, 2002). (24)(b) Powers of Attorney for Casey J. Sylla and Danny L. Hale (Incorporated herein by reference to Registrant's initial Form S-3 Registration Statement (File No. 333-105208) dated May 13, 2003). (25) None. (26) None. (27) Not applicable. (99) (a) Merger Agreement and Articles of Merger Between Glenbrook Life and Annuity Company and Allstate Life Insurance Company. (99) (b) Experts filed herewith ITEM 17. UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof ) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) (a) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (3)(b) That, for purposes of determining any liability under the Securities Act of 1933, each filing if the registrant's annual report pursuant to Section 13(a) of 15 (d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, Allstate Life Insurance Company, pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Township of Northfield, State of Illinois on the 28th day of December, 2004. ALLSTATE LIFE INSURANCE COMPANY (REGISTRANT) By: /s/MICHAEL J. VELOTTA --------------------------------------- Michael J. Velotta Senior Vice President, Secretary and General Counsel Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on the 28th day of December, 2004. */CASEY J. SYLLA Director, Chairman of the Board and - ---------------------- President (Principal Executive Officer) Casey J. Sylla /s/MICHAEL J. VELOTTA Director, Senior Vice President, General - ---------------------- Counsel and Secretary Michael J. Velotta */DAVID A. BIRD Director and Senior Vice President - ---------------------- David A. Bird */DANNY L. HALE Director - ---------------------- Danny L. Hale */EDWARD M. LIDDY Director - ----------------------- Edward M. Liddy */JOHN C. LOUNDS Director and Senior Vice President - ----------------------- John C. Lounds */ROBERT W. PIKE Director - ------------------------ Robert W, Pike */SAMUEL H. PILCH Controller and Group Vice President - ------------------------ (Principal Accounting Officer) Samuel H. Pilch */STEVEN E. SHEBIK Director, Senior Vice President and Chief - ------------------------ Financial Officer Steven E. Shebik (Principal Financial Officer) */ERIC A. SIMONSON Director, Senior Vice President and Chief - ------------------------- Investment Officer Eric A. Simonson *KEVIN R. SLAWIN Director and Senior Vice President - ----------------------- Kevin R. Slawin */THOMAS J. WILSON II Director - ----------------------- Thomas J. Wilson II */ By Michael J. Velotta, pursuant to Power of Attorney, previously filed.

EXHIBIT LIST The following exhibits are filed herewith: Exhibit No. Description (4)(c) Form of Contract Endorsement to Flexible Premium Deferred Annuity Certificate (5)(c) Opinion and Consent of General Counsel re: Legality (15) Letter re unaudited interim financial information from Registered Public Accounting Firm (23) Consent of Independent Registered Public Accounting Firm (99)(a) Merger Agreement and Articles of Merger Between Glenbrook Life and Annuity Company and Allstate Life Insurance Company. (99)(b) Experts

Exhibit 4 (c)

LU10244
                         Allstate Life Insurance Company
                          (herein called "We" or "Us")

                             Amendatory Endorsement

As used in this endorsement, "Contract" means the Contract or Certificate to
which this endorsement is attached.

We have issued this endorsement as part of the Contract to which it is attached.

The following changes are made to your contract.

1. The Company name is deleted and replaced with:

         Allstate Life Insurance Company

2. Home office address is deleted and replaced with:

         3100 Sanders Road, Northbrook, IL 60062


Except as amended in this endorsement, the Contract remains unchanged.





[GRAPHIC OMITTED][GRAPHIC OMITTED]          [GRAPHIC OMITTED][GRAPHIC OMITTED]

Exhibit 5 (c)


                         ALLSTATE LIFE INSURANCE COMPANY
                          LAW AND REGULATION DEPARTMENT
                          3100 Sanders Road, Suite J5B
                           Northbrook, Illinois 60062
                         Direct Dial Number 847-402-2400
                             Facsimile 847-326-6742


Michael J. Velotta
Vice President, Secretary
and General Counsel

                                December 28, 2004



TO:                    ALLSTATE LIFE INSURANCE COMPANY
                       NORTHBROOK, ILLINOIS 60062

FROM:                  MICHAEL J. VELOTTA
                       VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL

RE:                    FORM S-3 REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                       FILE NO. 333-_____

            With reference to the Registration Statement on Form S-3 filed by
Allstate Life Insurance Company (the "Company") with the Securities and Exchange
Commission covering the Flexible Premium Deferred Variable Annuity Contracts,
known as Allstate Provider Suite Contracts (the "Contracts"), I have examined
such documents and such law as I have considered necessary and appropriate, and
on the basis of such examination, it is my opinion that:

1. The Company is duly organized and existing under the laws of the State of
Illinois and has been duly authorized to do business by the Director of
Insurance of the State of Illinois.

2. The securities registered by the above Registration Statement when issued
will be valid, legal and binding obligations of the Company.

     I hereby consent to the filing of this opinion as an exhibit to the above
referenced Registration Statement and to the use of my name under the caption
"Legal Matters" in the Prospectus constituting a part of the Registration
Statement.

Sincerely,


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

Exhibit 15

December 28, 2004


Board of Directors
Allstate Life Insurance Company
Northbrook, Illinois


We have made a review, in accordance with standards of the Public Company
Accounting Oversight Board (United States), of the unaudited interim
consolidated financial information of Allstate Life Insurance Company and
subsidiaries for the periods ended March 31, 2004 and 2003, June 30, 2004 and
2003, and September 30, 2004 and 2003 and have issued our reports dated May 7,
2004, August 10, 2004, and November 10, 2004, respectively; because we did not
perform an audit, we expressed no opinion on that information.

We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004, June 30,
2004 and September 30, 2004, are being used in this Registration Statement.

We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.





Chicago, Illinois

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in this Registration Statement of
Allstate Life Insurance Company on Form S-3 to be filed on or about December 28,
2004 of our report dated February 4, 2004 (which report expresses an unqualified
opinion and includes an explanatory paragraph relating to changes in the methods
of accounting for embedded derivatives in modified coinsurance agreements and
variable interest entities in 2003), appearing in the Annual Report on Form 10-K
of Allstate Life Insurance Company for the year ended December 31, 2003, and to
the reference to us under the heading "Experts" in the Prospectus, which is part
of this Registration Statement.





Chicago, Illinois
December 28, 2004

Exhibit 99 (a) AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this "Agreement") is entered into this 9th day of August, 2004 by and between Glenbrook Life and Annuity Company ("GLAC"), an insurance company organized under the laws of Arizona (hereinafter sometimes referred to as the "Merging Corporation"), and Allstate Life Insurance Company ("ALIC"), an insurance company organized under the laws of Illinois (hereinafter sometimes referred to as the "Surviving Corporation"). The Merging Corporation and the Surviving Corporation are sometimes hereinafter severally and collectively referred to as the "Constituent Corporations." WITNESSETH: WHEREAS, GLAC was incorporated under the laws of the State of Indiana on August 25, 1965 and redomesticated to the State of Illinois on May 28, 1992, then redomesticated to the State of Arizona on December 28, 1998, and has an authorized capital stock of $5,000,000, consisting of 10,000 shares of common stock having a par value of $500 per share, 5,000 of which are issued and outstanding; WHEREAS, ALIC was incorporated under the laws of the State of Illinois on March 6, 1957, and has an authorized capital stock of $305,402,600, consisting of 23,800 shares of common stock having a par value of $227 per share, all of which are issued and outstanding, and 3 million shares of non-voting preferred stock with a par value of $100 per share of which 815,460 shares are outstanding as of August 31, 2003; and WHEREAS, the respective Boards of Directors of each of the Constituent Corporations have determined that it is advisable and in the best interest of both of the Constituent Corporations and their stockholders that GLAC be merged into ALIC in accordance with the terms and conditions hereinafter set forth, pursuant to and in accordance with the laws of the States of Arizona and Illinois, which laws permit such mergers. NOW, THEREFORE, in order to effect the transactions contemplated by this Agreement and Plan of Merger and in consideration of the premises and the mutual covenants and agreements herein contained, it is hereby agreed as follows: ARTICLE I 1.1 Merger. In accordance with the applicable provisions of the laws of the States of Arizona and Illinois, and subject to the terms and conditions of this Agreement, GLAC shall be merged with and into ALIC (the "Merger") on the Effective Date (as defined in Section 3.2 below). The separate existence of GLAC shall cease and the existence of ALIC shall continue unaffected and unimpaired by the Merger with all rights, privileges, immunities and powers, and subject to all the duties and liabilities of a corporation organized under the insurance laws of the State of Illinois. ARTICLE II 2.1 Articles of Incorporation. The Articles of Incorporation of ALIC, as in effect on the Effective Date and attached hereto as Annex A, shall from and after the Effective Date be and continue to be the Articles of Incorporation of the Surviving Corporation until changed or amended as provided by law. 2.2 By-Laws. The By-Laws of ALIC, as in effect on the Effective Date and attached hereto as Annex B, shall from and after the Effective Date be and continue to be the By-Laws of the Surviving Corporation until altered, amended or repealed as therein provided. 2.3 Board of Directors. The Board of Directors of ALIC in office on the Effective Date shall continue in office and shall constitute the directors of the Surviving Corporation for the term elected, until their respective successors shall be duly elected or appointed and qualified in accordance with the Articles of Incorporation and By-Laws of the Surviving Corporation. 2.4 Officers. The officers of ALIC in office on the Effective Date shall continue in office and shall constitute the officers of the Surviving Corporation for the term elected, until their successors are duly elected or appointed and qualified in accordance with the By-Laws of the Surviving Corporation. 2.5 First Annual Meeting of Shareholders. The first Annual Meeting of Shareholders of the Surviving Corporation to be held after the Effective Date shall be the Annual Meeting of Shareholders provided for in the By-Laws. ARTICLE III 3.1 Shareholder and Insurance Regulatory Approvals. This Agreement shall be submitted to the shareholder of each Constituent Corporation for adoption and approval and to the Commissioner of Insurance of the State of Arizona and the Director of Insurance of the State of Illinois for approval. 3.2 Effective Date. The Merger shall become effective at 12:01 a.m. on January 1, 2005, provided that all required regulatory approvals have been received by that date. If all such approvals have not been received by that date, then the Merger shall occur on the date the last such regulatory approval is received but shall be effective as of 12:01 a.m. on January 1, 2005 (the "Effective Date"). ARTICLE IV 4.1 Common Stock. All of the common stock of GLAC issued and outstanding immediately prior to the Effective Date shall be cancelled on the Effective Date and all of the common and preferred stock of ALIC issued and outstanding immediately prior to the Effective Date shall remain unchanged and shall be the common and preferred stock of the Surviving Corporation after the Effective Date. ARTICLE V 5.1 Rights and Privileges of the Surviving Corporation. After the Effective Date, the separate existence of GLAC shall cease and in accordance with the terms and conditions of this Agreement, the Surviving Corporation shall possess all rights, privileges, immunities, powers and franchises of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities and duties of each Constituent Corporation; and all property, real, personal and mixed, including all patents, applications for patents, trademarks, trademark registrations and applications for registration of trademarks, together with the good-will of the business in connection with which said patents and marks are used, and all due on whatever account, including subscriptions to shares of capital stock, and all other choses in action and all and every other interest of or belonging to or due to each of the Constituent Corporations shall be deemed to be transferred to and vested in the Surviving Corporation without further act or deed, and the title to any real estate, or any interest therein, vested in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the merger. 5.2 Liabilities and Obligations of the Surviving Corporation. After the Effective Date, the separate existence of GLAC shall cease and in accordance with the terms and conditions of this Agreement, the Surviving Corporation shall be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations; and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place, or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of either of the Constituent Corporations shall be impaired by the Merger, and all debts, liabilities and duties of each of said Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it as if said debts, liabilities and duties had been incurred or contracted by it. 5.3 Execution and Delivery of Necessary Instruments. From time to time, as and when requested by the Surviving Corporation or by its successors or assigns, GLAC shall execute and deliver or cause to be delivered all such other instruments, and shall take or cause to be taken all such further or other actions, as the Surviving Corporation, or its successors or assigns, may deem necessary or desirable in order to vest and confirm to the Surviving Corporation and its successors and assigns, title to and possession of all the property, rights, privileges, powers and franchises referred to in this Article V and otherwise to carry out the intent and purpose of this Agreement. From time to time, as and when necessary, the Surviving Corporation shall execute and deliver or cause to be executed and delivered all such other instruments, and shall take or cause to be taken all such further or other actions, as are necessary or desirable in order to assume or otherwise comply with the outstanding debts, duties or other obligations of GLAC. 5.4 Assets, Liabilities and Reserves. The assets, liabilities and reserves of the Constituent Corporations, upon the Effective Date, shall be taken upon the books of the Surviving Corporation at the amounts at which they, respectively, shall then be carried on the books of the Constituent Corporations, subject to such adjustments or eliminations of intercompany items as may be appropriate in giving effect to the Merger. 5.5 Corporate Acts and Plans. All corporate acts, plans, policies, resolutions, approvals and authorizations of the shareholders, Board of Directors, committees elected or appointed by the Board of Directors, officers and agents of GLAC, which were valid and effective immediately prior to the Effective Date shall be taken for all purposes as the acts, plans, policies, resolutions, approvals, and authorizations of the Surviving Corporation and shall be effective and binding thereon as the same were with respect to GLAC. ARTICLE VI 6.1 Termination and Abandonment. At any time prior to the filing or recording of this Agreement or a certificate in lieu thereof with the appropriate officials of Arizona or Illinois, notwithstanding the approval hereof by the shareholders of the Constituent Corporations, the Boards of Directors of the Constituent Corporations may cause the Merger and all transactions contemplated by this Agreement to be abandoned or delayed if such Boards determine that such abandonment or delay would be in the best interests of the Constituent Corporations and their shareholders. In the event of termination or abandonment of this Agreement and the Merger pursuant to the foregoing provision of this Article VI, this Agreement shall become void and have no effect, without any liability on the part of either of the Constituent Corporations or its shareholders or directors and officers in respect thereof. ARTICLE VII 7.1 Execution in Counterparts. For the convenience of the parties hereto and to facilitate the filing and recording of this Agreement, this Agreement may be executed in one or more counterparts, each of which will be deemed to be an original instrument but all of which taken together shall constitute one and the same document. 7.2 Amendments, Supplements, etc. At any time before or after approval and adoption by the respective shareholders of the Constituent Corporations but prior to the Effective Date, this Agreement may be amended in matters of form or substance, or supplemented by additional agreements, articles, or certificates, to the extent permitted by the laws of the States of Arizona and Illinois, as may be determined in the judgment of the Boards of Directors of the Constituent Corporations to be necessary, desirable or expedient to clarify the intention of the parties hereto or effect or facilitate the filing, recording or official approval of this Agreement and the consummation hereof and the Merger provided for herein, in accordance with the purpose and intent of this Agreement. IN WITNESS WHEREOF, this Agreement and Plan of Merger having been authorized, adopted and approved by resolutions duly adopted by the respective Boards of Directors of the Constituent Corporations at meetings duly called and held, and having been approved by the consent of the sole shareholder of each Constituent Corporation, each of the Constituent Corporations has caused this Agreement and Plan of Merger to be signed by its President and Secretary under the corporate seals of the respective Constituent Corporations. (Corporate Seal) Glenbrook Life and Annuity Company (Merging Corporation) ATTEST: ________________________ By: ___________________________ Michael J. Velotta Casey J. Sylla Vice President, General Counsel President and Chief Executive Officer and Secretary (Corporate Seal) Allstate Life Insurance Company (Surviving Corporation) ATTEST: ________________________ By: ___________________________ Michael J. Velotta Casey J. Sylla Senior Vice President, General Chairman of the Board and President Counsel and Secretary

ARTICLES OF MERGER OF GLENBROOK LIFE AND ANNUITY COMPANY INTO ALLSTATE LIFE INSURANCE COMPANY Pursuant to ss. 10-1105 of the Arizona general corporation laws, the undersigned affiliated corporations submit these Articles of Merger to effect the merger by and between Glenbrook Life and Annuity Company, an Arizona insurance company, and Allstate Life Insurance Company, an Illinois insurance company in accordance with the provisions of ss.ss. 10-1103 and 10-1107 of the Arizona general corporation laws. ARTICLE I The Articles of Incorporation of Allstate Life Insurance Company shall be the Articles of Incorporation of the surviving corporation without amendment thereto. Allstate Life Insurance Company shall be the surviving corporation. The offices of Allstate Life Insurance Company are located at: 3100 Sanders Road Northbrook, IL 60062-7154 ARTICLE II The Agreement and Plan of Merger is attached hereto as Exhibit A. The Agreement and Plan of Merger has been approved by Allstate Life Insurance Company and Glenbrook Life and Annuity Company and was duly authorized by all action required by the laws under which they were incorporated and by their respective Articles of Incorporation and Bylaws. ARTICLE III The authorized capital stock of Glenbrook Life and Annuity Company consists of 10,000 shares of common stock, with 5,000 shares issued and outstanding at $500 par value. All of the issued and outstanding capital stock of Glenbrook Life and Annuity Company is held by Allstate Life Insurance Company. The outstanding capital stock of Allstate Life Insurance Company consists of 23,800 shares of common stock, $227 par value. All of the outstanding capital stock of Allstate Life Insurance Company is held by Allstate Insurance Company. All 5,000 shares of the common stock of Glenbrook Life and Annuity Company voted in favor, and no shares voted against, the Agreement and Plan of Merger. All 23,800 shares of the common stock of Allstate Life Insurance Company voted in favor, and no shares voted against, the Agreement and Plan of Merger. ARTICLE IV The Agreement and Plan of Merger was approved by the Board of Directors and the Shareholders of both Glenbrook Life and Annuity Company and Allstate Life Insurance Company as prescribed by Arizona's general corporation laws and the laws of the State of Illinois. ARTICLE V The name and address of the statutory agent for Allstate Life Insurance Company, the surviving corporation is: Arizona Department of Insurance 2910 N. 44th Street, Suite 210 Phoenix, Arizona 85018 ARTICLE VI The effective date of the merger is January 1, 2005. IN WITNESS WHEREOF, Glenbrook Life and Annuity Company and Allstate Life Insurance Company have executed these Articles of Merger as of 9th day of August, 2004. GLENBROOK LIFE AND ANNUITY ALLSTATE LIFE INSURANCE COMPANY COMPANY By: _____________________________ By: ________________________________ Its: _____________________________ Its: _______________________________

Exhibit 99 (b) Experts The consolidated financial statements and the related consolidated financial statement schedules incorporated in this prospectus by reference from the Allstate Life Insurance Company Annual Report on Form 10-K for the year ended December 31, 2003 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated by reference herein (which report expresses an unqualified opinion and includes an explanatory paragraph relating to changes in the methods of accounting for embedded derivatives in modified coinsurance agreements and variable interest entities in 2003), and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. With respect to the unaudited interim financial information for the periods ended March 31, 2004 and 2003, June 30, 2004 and 2003, and September 30, 2004 and 2003 which is incorporated herein by reference, Deloitte & Touche LLP, an independent registered public accounting firm, have applied limited procedures in accordance with standards of the Public Company Accounting Oversight Board (United States) for a review of such information. However, as stated in their reports included in the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004 and 2003, June 30, 2004 and 2003, and September 30, 2004 and 2003, and incorporated by reference herein, they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. Deloitte & Touche LLP are not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their reports on the unaudited interim financial information because those reports are not "reports" or a "part" of the registration statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Act.