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                                                                   Exhibit 10-6

                              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 June 5, 1992, under which GLENBROOK cedes to ALLSTATE on a
coinsurance basis the net liability for contracts whose reserve is invested, in
whole or in part, in the GLENBROOK General 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 the 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 reinsurance
Agreement, and to reflect such revisions and restated terms in this 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.       "Effective Date" shall mean the date on which this Agreement takes
         effect, which shall be 12/31/2001.


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B.       "Market Value Adjustment Annuity" shall mean a Separate Account
         deferred annuity which contains a market value adjustment formula.

C.       "Net Benefits" shall have the meaning set forth in Article III of this
         Agreement.

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

                                   ARTICLE II
                              BASIS OF REINSURANCE

1.       One-hundred percent (100%) of the Net Benefits, under all Policies will
         be reinsured with ALLSTATE.

2.       This reinsurance provided hereunder shall be on a 100% automatic
         coinsurance basis.

3.       In no event will reinsurance under this Agreement be in force unless
         the corresponding Policy issued by GLENBROOK or the reinsurance
         accepted by GLENBROOK is in force.

                                   ARTICLE III
                              REINSURANCE BENEFITS

1.       Net Benefits are defined as follows:

         (a)      For an application received on a Policy, or 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
                  benefits, annuity benefits, disability benefits, benefits
                  under accident and health policies, surrender benefits and
                  payments on supplementary contracts with and without life
                  contingencies.

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


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


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

                                   ARTICLE IV
                            SETTLEMENT AND REPORTING

1.       While this Agreement is in effect, GLENBROOK shall pay to ALLSTATE no
         less frequently than quarterly, with respect to eligible Policies, a
         reinsurance premium equal to (or the accounting equivalent of) the sum
         of Items (a), (b), (c), and (d) below less the sum of Items (e) and (f)
         below.

         (a)      Gross premiums (direct and reinsurance assumed) collected by
                  GLENBROOK during the settlement period.

         (b)      Funds transferred from GLENBROOK Separate Accounts to the
                  GLENBROOK General Account during the settlement period.

         (c)      Policy loan repayments collected by GLENBROOK with respect to
                  the Policies.

         (d)      Revenues collected as administration fees.

         (e)      Gross premiums refunded by GLENBROOK during the settlement
                  period to policyholders.

         (f)      Funds transferred from the GLENBROOK General Account to a
                  GLENBROOK Separate Account during the settlement period.

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

         (a)      Net Benefits 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)      General insurance expenses paid or incurred by GLENBROOK with
                  respect to administrative services performed.


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

         (f)      Policy loan distributions to policyholders paid or incurred by
                  GLENBROOK with respect to the Policies.

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

3.       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.

4.       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.

                                    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
                              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 VII
                                   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 VIII
                                 POLICY CHANGES

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

                                   ARTICLE IX
                                    RECAPTURE

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

2.       GLENBROOK shall notify ALLSTATE of any such recapture.

3.       Upon receiving notice of recapture, ALLSTATE shall pay to GLENBROOK an
         amount equal to the net statutory liabilities associated with the
         recaptured Policy. This amount will be determined as of the end of the
         month following the date of recapture.

4.       Within ninety (90) days following the recapture by GLENBROOK of any
         business ceded to another reinsurer, GLENBROOK shall pay to ALLSTATE
         assets with statutory book value equal to (a) x [1+(b)(c)/365], where
         (a) through (c) are as defined below.


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         (a)      Net statutory liabilities attributable to the Policies
                  recaptured. The applicable portion of these items will be
                  calculated as of the end of the month following the date of
                  recapture.

         (b)      The annual rate of interest based on GLENBROOK's General
                  Account statutory financial statement as filed with the
                  Arizona Insurance Department as of the end of the calendar
                  year immediately preceding the date of recapture, calculated
                  as (i) less (ii) quantity divided by (iii) where:

                  (i)      The amount on Exhibit 2, line 15 (Net Investment
                           Income).

                  (ii)     The change in investment income due and accrued
                           calculated as Page 2, line 17 (Investment income due
                           and accrued) Current Year less Page 2, line 17 Prior
                           Year.

                  (iii)    The mean assets over the year calculated as the sum
                           of Page 2, line 11 (Subtotals, cash and invested
                           assets) Current Year and Page 2, line 11 Prior Year,
                           the quantity divided by 2.

         (c)      The number of days between the end of the month following the
                  date of recapture and the date when payment is made.

                                    ARTICLE X
                              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 XI
                                   INSOLVENCY

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


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         Payments by ALLSTATE as above set forth shall be made directly to
         GLENBROOK or its conservator, liquidator or statutory successor.

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

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

                                   ARTICLE XIV
                              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


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business by ether party giving the other party ninety (90) days prior
written notice of termination to the other party.

                                   ARTICLE XV
                                     OFFSET

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

                                   ARTICLE XVI
                                ENTIRE AGREEMENT

This Agreement, together with all amendments thereto, constitutes the entire
agreement between ALLSTATE and GLENBROOK with respect to the subject mater
hereof, and there are no written or oral understandings, agreements, conditions,
or qualifications to the terms and conditions of this Agreement which are not
fully expressed herein.

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


GLENBROOK LIFE AND ANNUITY COMPANY

By ______________________________

Title ____________________________

Date ____________________________

ALLSTATE LIFE INSURANCE COMPANY

By ______________________________

Title _____________________________

Date _____________________________


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                                    EXHIBIT A
                        ELIGIBLE AND INELIGIBLE POLICIES



1.       This Agreement covers all Eligible Policies in force in GLENBROOK (or
         no longer in force but with remaining liability to GLENBROOK) on the
         Effective Date of this Agreement, all Eligible Policies issued and
         applications received directly by GLENBROOK after the Effective Date,
         and all reinsurance accepted by GLENBROOK before and after the
         Effective Date.

2.       An "Eligible Policy" is defined as follows:

         (a)      any policy whose reserve is invested, in whole or in part, in
                  the GLENBROOK General account; PROVIDED, HOWEVER, that the
                  portion of any such policy which is not so invested is not
                  covered under this Agreement;

         (b)      a Market Value Adjustment Annuity


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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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