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                                                                   Exhibit 10-7

                         MODIFIED COINSURANCE AGREEMENT

                                     between

            GLENBROOK LIFE AND ANNUITY COMPANY, domiciled in Arizona
                            (hereinafter "GLENBROOK")

                                       and

             ALLSTATE LIFE INSURANCE COMPANY, domiciled in Illinois
                            (hereinafter "ALLSTATE")


                                    RECITALS

WHEREAS, GLENBROOK and ALLSTATE are parties to that certain Reinsurance
Agreement effective September 1, 1993, under which GLENBROOK cedes to ALLSTATE
on a modified coinsurance basis the net liability for contracts whose reserve is
invested, in whole or in part, in any account designated as a GLENBROOK Separate
Account, excluding any portion of such contracts which are not so invested
("Original Reinsurance Agreement"); and

WHEREAS, the Original Reinsurance Agreement, over the years, has been amended
several times, such that comprehension of the Original Reinsurance Agreement has
been rendered difficult; and

WHEREAS, the insurance regulators for the States of Arizona and Illinois have
requested that the parties consider rewriting the Original Reinsurance Agreement
for the purposes of incorporating the several amendments and clarifying certain
other aspects of the Original Reinsurance /Agreement; and

WHEREAS, the parties desire to revise and restate the terms of the Original
Reinsurance Agreement, and to reflect such revisions and restated terms in this
Modified Coinsurance Agreement (the "Agreement"),

NOW THEREFORE, the parties agree that this Agreement shall replace and supercede
the Original Reinsurance Agreement including all amendments thereto, and that,
as of the Effective Date specified herein, the Policies (as defined in Article I
below) shall be reinsured under the terms and conditions specified in this
Agreement.

                                    ARTICLE I
                                   DEFINITIONS

A.       "CARVM" shall mean the Commissioners Annuity Reserve Valuation Method
         as set forth in the Standard Valuation Law, as amended.


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B.       "CARVM and CRVM Expense Allowance" shall mean the amount by which
         required policy assets exceed liabilities in the separate account for
         the Policies.

C.       "CRVM" shall mean the Commissioners Reserve Valuation Method as set
         forth in the Standard Valuation Law, as amended.

D.       "Effective Date" shall mean the date on which this Agreement takes
         effect, which shall be 12/31/2001.

E.       "GLENBROOK's Capital Investment" shall mean any funds invested by
         GLENBROOK for the benefit of GLENBROOK in the GLENBROOK Separate
         Account.

F.       "Policy" or "Policies" shall mean the policies and contracts described
         in Exhibit A as being eligible for reinsurance under this Agreement.

G.       "Reserves" shall mean the total liability for the Policies
         corresponding to the amount on page 3, line 15 (Total Liabilities) of
         GLENBROOK's Statutory Separate Account.

                                   ARTICLE II
                              BASIS OF REINSURANCE

1.       ALLSTATE will indemnify and GLENBROOK will automatically reinsure with
         ALLSTATE, according to the terms and conditions hereof, the net
         liability for Policies in force (or no longer in force but with
         remaining liability) on the Effective Date and Policies directly issued
         subsequent to the Effective Date by GLENBROOK on the Policies.

2.       The indemnity reinsurance provided hereunder shall be on a 100%
         modified coinsurance basis. GLENBROOK shall retain, maintain, and own
         all assets held in relation to the Reserve (as defined in Article I of
         this Agreement).

3.       In no event will reinsurance under this Agreement be in force with
         respect to a Policy unless such Policy is in force.

4.       ALLSTATE will automatically reinsure the CARVM and CRVM Expense
         Allowance for the Policies, as reflected in the calculation specified
         in Article IV, Item 2 (e).

                                   ARTICLE III
                              LIABILITY OF ALLSTATE

The liability of ALLSTATE with respect to any Policy will begin simultaneously
with that of GLENBROOK. ALLSTATE'S liability with respect to any Policy will
terminate on the date GLENBROOK's liability on such Policy terminates or the
date this


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Agreement is terminated, whichever is earliest. However, termination of this
Agreement will not terminate ALLSTATE's liability for benefit payments
incurred prior to the date of termination.

                                   ARTICLE IV
                            SETTLEMENT AND REPORTING

1.   While this Agreement is in effect, GLENBROOK shall pay to ALLSTATE no less
     frequently than quarterly, with respect to Policies under this Agreement, a
     reinsurance premium equal to (or the accounting equivalent of) Item (a)
     less Item (b) below.

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

     (b) Gross premiums refunded by GLENBROOK to policyholders.

2.   While this Agreement is in effect, ALLSTATE shall pay to GLENBROOK on at
     least a quarterly basis a benefit and expense allowance equal to (or the
     accounting equivalent of) the sum of Items (a), (b), (c), (d), (e) and (f)
     below.

     (a) Net benefits (as defined in this Article IV, Paragraph 3) paid or
         incurred by GLENBROOK with respect to the Policies.

     (b) Commissions and other sales compensation paid or incurred by GLENBROOK
         with respect to the Policies.

     (c) General insurance expenses paid or incurred by GLENBROOK with respect
         to the Policies.

     (d) Insurance taxes, licenses and fees (excluding income taxes), paid or
         incurred by GLENBROOK with respect to the Policies.

     (e) CARVM and CRVM Expense Allowance, defined as the change in GLENBROOK's
         Separate Account Page 4, Line 8.2 (change in expense allowances
         recognized in reserve) from the prior settlement period.

     (f) Net reinsurance premiums paid or incurred by GLENBROOK to another
         reinsurer with respect to the Policies.

3.   Net Benefits are defined as follows:

     (a) For a Policy issued directly by GLENBROOK, net benefits are the actual
         amounts payable by GLENBROOK to the policyholder, less any amounts
         payable to GLENBROOK by another reinsurer with respect to the Policy.
         These payments include death benefits, endowment benefit, annuity
         benefits, disability benefits, benefits under A & H policies, surrender
         benefits and payments on supplementary contracts with and without life
         contingencies.


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

4.   GLENBROOK will provide ALLSTATE with accounting reports no less frequently
     than quarterly within forty-five (45) days following the end of each
     calendar quarter. These reports will contain sufficient information about
     the Policies to enable the reinsurer to prepare its quarterly and annual
     financial reports.

5.   Settlements as set out in Article IV, Paragraphs 1 and 2 will occur no less
     frequently than quarterly within sixty (60) days following the end of each
     calendar quarter.

6.   For purposes of clarification, the parties acknowledge and agree that: (i)
     ALLSTATE will pay all commissions and other acquisition expenses under
     paragraph 2 of this Article IV; and (ii) the CARVM and CRVM expense
     allowance will be funded by ALLSTATE.

                                    ARTICLE V
                                   TAX MATTERS

1.   On a basis no less frequent than annual, GLENBROOK and ALLSTATE shall
     settle the federal income tax consequences relating to the reinsurance of
     the Policies hereunder. Such settlement shall be determined by comparing
     (a) GLENBROOK's separate return tax liability (or refund), determined as
     set forth below and calculated prior to taking into account any settlement
     under this paragraph (the "Actual Tax Liability"), with (b) GLENBROOK's
     separate return tax liability (or refund) that would have been incurred if
     the Policies were written directly by ALLSTATE and the Invested Assets and
     related reserves were held by ALLSTATE (the "Pro Forma Tax Liability"). If
     the Actual Tax Liability exceeds the Pro Forma Tax Liability, ALLSTATE
     shall pay to GLENBROOK such amount (grossed-up to take into account the tax
     on such payment, determined at the highest federal corporate income tax
     rate); if the Actual Tax Liability is less than the Pro Forma Tax
     Liability, GLENBROOK shall pay to ALLSTATE such amount (grossed-up to take
     into account the tax on such payment, determined at the highest federal
     corporate income tax rate). For this purpose, the Actual Tax Liability
     shall be computed as follows: (i) if GLENBROOK is not a member of the same
     consolidated tax group as ALLSTATE, the Actual Tax Liability shall be
     determined as if GLENBROOK filed a separate federal income tax return and
     all the income on such return were taxed at the highest federal corporate
     income tax rate; (ii) if GLENBROOK is a member of the same consolidated tax
     group as ALLSTATE, the Actual Tax Liability of GLENBROOK shall be the
     amount of consolidated group's tax allocable to GLENBROOK under any tax
     sharing agreements with members of the group. The Pro Forma Tax Liability
     shall be determined under similar principles.


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2.   With respect to this Agreement, GLENBROOK and ALLSTATE hereby make the
     election as set forth in Exhibit B and as provided for in section
     1.848-2(g)(8) of the Treasury Regulations. Each of the parties hereto
     agrees to take such further actions as may be necessary to ensure the
     effectiveness of such election.

                                   ARTICLE VI
                               RESERVE ADJUSTMENTS

     1. While this Agreement is in effect, no less frequently than quarterly a
     reserve adjustment, with respect to Policies under this Agreement, equal to
     (or the accounting equivalent of) the sum of Items (a) and (b) below, less
     the sum of Items (c) and (d) below.

         (a)      The reserve change from the end of the prior settlement period
                  to the end of the current settlement period corresponding to
                  the sum of the amounts on page 4, lines 10 (Increase in
                  aggregate reserve for life and accident and health policies
                  and contracts), 11 (Increase in reserve for variable dividend
                  accumulations), 12 (Investment income and capital gains and
                  losses credited on premium and other deposit funds), and 13
                  (Increase in liability for premium and other deposit funds) of
                  GLENBROOK's Statutory Separate Account Statement.

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

         (c)      The funds transferred from a GLENBROOK General Account to the
                  GLENBROOK Separate Account.

         (d)      The net investment income corresponding to the amount on page
                  4, line 2 (Net investment income and capital gains and losses)
                  of GLENBROOK's Statutory Separate Account Statement, minus
                  interest income on GLENBROOK's Capital Investment.

         2.       If the reserve adjustment is positive, then the reserve
                  adjustment is payable by ALLSTATE to GLENBROOK. If the reserve
                  adjustment is negative, then the absolute value of the reserve
                  adjustment is payable by GLENBROOK to ALLSTATE.

         3.       For purposes of clarification, the parties acknowledge and
                  agree that : (i) all investment income will stay in the
                  GLENBROOK separate account for the benefit of the
                  policyholders; and (ii) the charges for investment management,
                  administration, contract guarantees and other fees will be
                  assumed by ALLSTATE through the reserve adjustment under this
                  Article VI.

                                   ARTICLE VII


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                              STATEMENT REFERENCES

All references in this Agreement are to the 1999 NAIC Statutory General and
Separate Account Statements of GLENBROOK, as filed with the Arizona Insurance
Department. Appropriate adjustments will be made for changes, if any, in the
NAIC Statutory General and Separate Account Statements on or after the Effective
Date.

                                  ARTICLE VIII
                                   OVERSIGHTS

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

                                   ARTICLE IX
                              INSPECTION OF RECORDS

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

                                    ARTICLE X
                                   INSOLVENCY

1.   The portion of any risk or obligation assumed by ALLSTATE, when such
     portion is ascertained, shall be payable on demand of GLENBROOK at the same
     time as GLENBROOK shall pay its net retained portion of such risk or
     obligation, and the reinsurance shall be payable by ALLSTATE on the basis
     of the liability of GLENBROOK under the Policy or Policies without
     diminution because of the insolvency of GLENBROOK. In the event of
     insolvency and the appointment of a conservator, liquidator or statutory
     successor of GLENBROOK, such portion shall be payable to such conservator,
     liquidator or statutory successor immediately upon demand, on the basis of
     claims allowed against GLENBROOK by any court of competent jurisdiction or,
     by any conservator, liquidator, or statutory successor of GLENBROOK having
     authority to allow such claims, without diminution because of such
     insolvency or because such conservator, liqidator or statutory successor
     has failed to pay all or a portion of any claims. Payments by ALLSTATE as
     above set forth shall be made directly to GLENBROOK or its conservator,
     liquidator or statutory successor.

2.   Further, in the event of the insolvency of GLENBROOK, the liquidator,
     receiver or statutory successor of the insolvent GLENBROOK shall give
     written notice to ALLSTATE of the pendency of an obligation of the
     insolvent GLENBROOK on any


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

                                   ARTICLE XI
                                   ARBITRATION

Any dispute arising with respect to this Agreement which is not settled by
mutual agreement of the parties shall be referred to arbitration. Within twenty
(20) days from receipt of written notice from one party that an arbitrator has
been appointed, the other party shall also name an arbitrator. The two
arbitrators shall choose a third arbitrator and shall forthwith notify the
contracting parties of such choice. Each arbitrator shall be a present or former
officer of a life insurance company and should have no present or past
affiliation with this Agreement or with either party. The arbitrators shall
consider this Agreement as a honorable engagement rather than merely as a legal
obligation, and shall be relieved of all judicial formalities. The decision of
the arbitrators shall be final and binding upon the parties hereto. Each party
shall bear the expenses of its own arbitrator and shall jointly and equally bear
the expenses of the third arbitrator and of the arbitration. Any such
arbitration shall take place at the Home Office of GLENBROOK, unless some other
location is mutually agreed upon. The decision of the Arbitrators shall be
handed down within 45 days of the date on which the arbitration is concluded.

                                   ARTICLE XII
                              PARTIES TO AGREEMENT

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

                                  ARTICLE XIII
                              TERM AND TERMINATION

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


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                                   ARTICLE XIV
                                     OFFSET

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

                                   ARTICLE XV
                                ENTIRE AGREEMENT

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


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


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GLENBROOK LIFE AND ANNUITY COMPANY

By:  ___________________________________

Title:  ________________________________

Date:  _________________________________


ALLSTATE LIFE INSURANCE COMPANY

By:  __________________________________

Title:  ________________________________

Date:  _________________________________


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                                    EXHIBIT A
               CONTRACTS SUBJECT TO REINSURANCE UNDER THIS TREATY



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


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                                    EXHIBIT B
                                  TAX ELECTION


GLENBROOK and ALLSTATE hereby make an election pursuant to Treasury Regulations
Section 1.848-2(g)(8). This election shall be effective for the tax year during
which the Effective Date falls and all subsequent taxable years for which this
Agreement remains in effect. Unless otherwise indicated, the terms used in this
Exhibit are defined by reference to Treasury Regulations Section 1.848-2 as in
effect on the date hereof. As used below, the term "PARTY" or "PARTIES" shall
refer to GLENBROOK or ALLSTATE, or both, as appropriate.

1.       The party with the Net Positive Consideration (as defined in Section
         848 of the Code and related Treasury Regulations) with respect to the
         transactions contemplated under this Agreement for any taxable year
         covered by this election will capitalize specified policy acquisition
         expenses with respect to such transactions without regard to the
         general deductions limitation of Section 848(c)(1) of the Code.

2.       The parties agree to exchange information pertaining to the amount of
         Net Consideration (as defined in Section 848 of the Code and related
         Treasury Regulations) under this Agreement each year to ensure
         consistency or as is otherwise required by the Internal Revenue
         Service. The exchange of information each year will follow the
         procedures set forth below:

                  (a) By April 1 of each year, GLENBROOK will submit a schedule
                  to ALLSTATE of its calculation of the Net Consideration for
                  the preceding calendar year. This schedule of calculations
                  will be accompanied by a statement signed by an authorized
                  representative of GLENBROOK stating the amount of the Net
                  Consideration GLENBROOK will report in its tax return for the
                  preceding calendar year.

                  (b) Within thirty (30) days of ALLSTATE's receipt of
                  GLENBROOK's calculation, ALLSTATE may contest such calculation
                  by providing an alternative calculation to GLENBROOK in
                  writing. If ALLSTATE does not notify GLENBROOK that it
                  contests such calculation within said 30-day period, the
                  calculation will be presumed correct and ALLSTATE shall also
                  report the Net Consideration as determined by GLENBROOK in
                  ALLSTATE's tax return for the preceding calendar year.

                  (c) If ALLSTATE provides an alternative calculation of the Net
                  Consideration pursuant to clause (b), the parties will act in
                  good faith to reach an agreement as to the correct amount of
                  Net Consideration within thirty (30) days of the date
                  GLENBROOK receives the alternative calculation from ALLSTATE.
                  When GLENBROOK and ALLSTATE reach agreement on an amount of
                  Net Consideration, each party shall report the applicable
                  amount in their respective tax returns for the preceding
                  calendar year.


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