<Page>

                                                                   EXHIBIT 10.39

                       GLENBROOK LIFE AND ANNUITY COMPANY

                          ADDENDUM TO SELLING AGREEMENT

This Addendum shall modify your Selling Agreement ("Agreement") with Glenbrook
Life and Annuity Company ("Glenbrook Life") and ALFS, Inc. ("ALFS") as set forth
below and in the attached Schedule A.

The attached Schedule A shall replace any previous Schedule A for the same
product or; shall be an addition to the current Schedule A if the product was
not part of your Selling Agreement prior to the effective date of this
Amendment.

The acceptance of an application for this product, on or after the effective
date of this Addendum, is subject to the rules of Glenbrook Life and ALFS and
the provisions of your Selling Agreement. By submission of a Glenbrook Life
application, acceptance of commissions, request for change of Agent of record
and/or transfer of servicing to another BD in accordance with the Addendum, you
agree to be bound by the provisions of this Addendum.

Effective date:  November 18, 2002

BY   /s/ Andrea Schur                           /s/ Lisa A. Burnell


     Andrea Schur                               Lisa A. Burnell
     Vice President                             Assistant Vice President
     Glenbrook Life and Annuity Company         and Compliance Officer
                                                ALFS, Inc.

<Page>

                             SCHEDULE OF COMMISSIONS

                                   SCHEDULE A

Subject to terms and conditions of the Selling Agreement, Associated Insurance
Agency shall be compensated for VA Contracts issued according to the following
chart (based upon the option selected in writing by each Agent or
Representative):

       AIM LIFETIME AMERICA CLASSIC (SM) VARIABLE ANNUITY "STANDARD" OPTION

<Table>
<Caption>
        ISSUE AGE                                                 COMMISSION OPTIONS
------------------------------------------------------------------------------------------------------------------------------
                                   A                               B                                       C
------------------------------------------------------------------------------------------------------------------------------
          <S>                  <C>                 <C>                                    <C>
                                6.25%*                           5.00%                                  4.50%*
           0-80                no trail            .25% trail in contract years 2+**      1% trail in contract years 8+***(1)

                                5.00%*                           4.00%                                  3.50%*
          81-85                no trail            .25% trail in contract years 2+**      1% trail in contract years 8+***(1)

                                3.125%*                          2.50%                                  2.55%*
          86-90                No trail            .25% trail in contract years 2+**      1% trail in contract years 8+***(1)
</Table>

*    =    Based upon purchase payment.

**   =    Trail commissions are based on the Contract Value on the last day of
          each contract quarter beginning with the last day of the 15th contract
          month. Trail commissions will be paid each calendar quarter beginning
          with the first calendar quarter following the 15th contract month and
          ending when the contract is annuitized; the contract must be in effect
          through the end of the contract quarter for a trail commission to be
          paid.

***  =    Trail commissions are based on the Contract Value on the last day
          of each contract quarter beginning with the last day of the 87th
          contract month. Trail commissions will be paid each calendar quarter
          beginning with the first calendar quarter following the 87th contract
          month and ending when the contract is annuitized; the contract must be
          in effect through the end of the contract quarter for a trail
          commission to be paid.

(1) Trail applies to Account Value less premium still within surrender charge
period.

                             COMMISSION CHARGE BACKS

<Table>
<Caption>
       TRANSACTION       PERIOD OF CHARGEBACK                  CHARGEBACK                             PLEASE NOTE
------------------------------------------------------------------------------------------------------------------------------
        <S>             <C>                                <C>                                            <C>
        Surrender       During the "free look" period      100% of commission                             N/A
</Table>

                         COMMISSION DURING ANNUITIZATION

<Table>
<Caption>
                                   A                               B                                       C
------------------------------------------------------------------------------------------------------------------------------
    <S>                 <C>                      <C>                                     <C>
                                                                                         0% if annuitize in contract years
                                                                                         0-7 .50% if annuitize in contract
                          0% if annuitized in                                            years 8+ (if surrender charge
        Variable          contract years 1- 7    .25% if annuitize in contract year 1-7  remains at annuitizations)
    Annuitization(2)                             .50% if annuitize in contract years 8+
                        .50'% if annuitized in                                           1% if annuitize in contract years 8+
                           contract years 8+                                             (if no surrender charge remains at
                                                                                         annuitizations)

                          0% if annuitize in
                          contract years 1-7       0% if annuitize in contract years     0% if annuitize in contract years 0-7
          Fixed                                                   1-7
    Annuitization(2)     .25% if annuitized in                                            .25% if annuitize in contract years
                           contract years 8+     .25% if annuitize in contract years 8+                   8+
</Table>

(2) No commission will be paid on payment coming from Guaranteed Minimum Income
Benefit.

<Page>

     AIM LIFETIME AMERICA REGAL (SM) VARIABLE ANNUITY "SHORT SURRENDER" OPTION

<Table>
<Caption>
        ISSUE AGE                                                 COMMISSION OPTIONS
------------------------------------------------------------------------------------------------------------------------------
                                       A                                  B                                   C
------------------------------------------------------------------------------------------------------------------------------
          <S>             <C>                                            <C>                                 <C>
                                     3.75%
           0-80           1% trail in contract years                     N/A                                 N/A
                                    4+**(1)

                                     3.00%
          81-85           1% trail in contract years                     N/A                                 N/A
                                    4+**(1)

                                    1.875%
          86-90           1% trail in contract years                     N/A                                 N/A
                                    4+**(1)
</Table>

*    =    Based upon purchase payment.
**   =    Trail commissions are based on the Contract Value on the last day of
          each contract quarter beginning with the last day of the 39th contract
          month. Trail commissions will be paid each calendar quarter beginning
          with the first calendar quarter following the 39th contract month and
          ending when the contract is annuitized; the contract must be in effect
          through the end of the contract quarter for a trail commission to be
          paid.

(1) Trail applies to Account Value less premium still within surrender charge
period.

                             COMMISSION CHARGE BACKS

<Table>
<Caption>
       TRANSACTION       PERIOD OF CHARGEBACK                  CHARGEBACK                             PLEASE NOTE
------------------------------------------------------------------------------------------------------------------------------
        <S>             <C>                                <C>                                            <C>
        Surrender       During the "free look"             100% of commission                             N/A
                                period
</Table>

                         COMMISSION DURING ANNUITIZATION

<Table>
<Caption>
                                        A                                 B                                 C
------------------------------------------------------------------------------------------------------------------------------
    <S>                 <C>                                              <C>                               <C>
        Variable           0% if annuitized in contract                  N/A                               N/A
    Annuitization(2)                years 1- 3

                          1'% if annuitized in contract
                                     years 4+

          Fixed         0% if annuitize in contract years                N/A                               N/A
    Annuitization(2)                   1-3

                          .25% if annuitized in contract
                                     years 4+
</Table>

(2) No commission will be paid on payment coming from Guaranteed Minimum Income
Benefit.

<Page>

     AIM LIFETIME AMERICA FREEDOM (SM) VARIABLE ANNUITY "NO SURRENDER" OPTION

<Table>
<Caption>
        ISSUE AGE                                                 COMMISSION OPTIONS
------------------------------------------------------------------------------------------------------------------------------
                                       A                               B                                   C
------------------------------------------------------------------------------------------------------------------------------
          <S>           <C>                                           <C>                                 <C>
                                     1.5%
           0-80         1% trail in contract years 2+**               N/A                                 N/A

                                     1.25%
          81-85         1% trail in contract years 2+**               N/A                                 N/A

                                     1.00%
          86-90         1% trail in contract years 2+**               N/A                                 N/A
</Table>

*    =    Based upon purchase payment.
**   =    Trail commissions are based on the Contract Value on the last day of
          each contract quarter beginning with the last day of the 15th contract
          month. Trail commissions will be paid each calendar quarter beginning
          with the first calendar quarter following the 15th contract month and
          ending when the contract is annuitized; the contract must be in effect
          through the end of the contract quarter for a trail commission to be
          paid.

                             COMMISSION CHARGE BACKS

<Table>
<Caption>
       TRANSACTION       PERIOD OF CHARGEBACK                  CHARGEBACK                             PLEASE NOTE
------------------------------------------------------------------------------------------------------------------------------
     <S>                <C>                                <C>                                            <C>
     Full or Partial    During the "free look"
       Withdrawal               period                     100% of commission                             N/A

     Full or Partial    During the "free look"
       Withdrawal               period                     100% of commission                             N/A
</Table>

                         COMMISSION DURING ANNUITIZATION

<Table>
<Caption>
                                         A                                   B                                C
------------------------------------------------------------------------------------------------------------------------------
    <S>                   <C>                                                <C>                              <C>
        Variable           1% in contract years 2+ (regardless
    Annuitization(2)       of when contract is annuitized)                   N/A                              N/A

                             .25% in contract years 2+
          Fixed           (regardless of when contract is                    N/A                              N/A
    Annuitization(2)                annuitized)
</Table>

(1) No commission will be paid on payment coming from Guaranteed Minimum Income
Benefit.

<Page>

                       GLENBROOK LIFE AND ANNUITY COMPANY

                          ADDENDUM TO SELLING AGREEMENT


This Addendum shall modify your Selling Agreement ("Agreement") with Glenbrook
Life and Annuity Company ("Glenbrook Life") and ALFS, Inc. ("ALFS") as set forth
below and in the attached Schedule A.

The attached Schedule A shall replace any previous Schedule A for the same
product or; shall be an addition to the current Schedule A if the product was
not part of your Selling Agreement prior to the effective date of this
Amendment.

The acceptance of an application for this product, on or after the effective
date of this Addendum, is subject to the rules of Glenbrook Life and ALFS and
the provisions of your Selling Agreement. By submission of a Glenbrook Life
application, acceptance of commissions, request for change of Agent of record
and/or transfer of servicing to another BD in accordance with the Addendum, you
agree to be bound by the provisions of this Addendum.

Effective date:  December 31, 2001

By:


    Andrea Schur                                 Lisa A. Burnell
    Vice President                               Assistant Vice President
    Glenbrook Life and Annuity Company           and Compliance Officer
                                                 ALFS, Inc.

<Page>

The following revisions are made to the Commission Schedules that are a part of
the Selling Agreement. The payment of commissions for this product is subject to
the rules of Glenbrook Life and ALFS and the provision of your Selling
Agreement.

                             SCHEDULE OF COMMISSIONS

                                   SCHEDULE A

Subject to terms and conditions of the Selling Agreement, Associated Insurance
Agency shall be compensated for VA Contracts issued According to the following
chart (based upon the option selected in writing by each Agent or
Representative):

       AIM LIFETIME AMERICA CLASSIC (SM) VARIABLE ANNUITY "STANDARD" OPTION

<Table>
<Caption>
        ISSUE AGE                                                 COMMISSION OPTIONS
------------------------------------------------------------------------------------------------------------------------------
                                   A                               B                                       C
------------------------------------------------------------------------------------------------------------------------------
          <S>                  <C>                 <C>                                    <C>
                                6.25%*                           5.00%                                  4.50%*
           0-80                no trail            .25% trail in contract years 2+**      1% trail in contract years 8+***(1)

                                5.00%*                           4.00%                                  3.50%*
          81-85                no trail            .25% trail in contract years 2+**      1% trail in contract years 8+***(1)

                                3.125%*                          2.50%                                  2.55%*
          86-90                No trail            .25% trail in contract years 2+**      1% trail in contract years 8+***(1)
</Table>

*    =    Based upon purchase payment.

**   =    Trail commissions are based on the Contract Value on the last day of
          each contract quarter beginning with the last day of the 15th contract
          month. Trail commissions will be paid each calendar quarter beginning
          with the first calendar quarter following the 15th contract month and
          ending when the contract is annuitized; the contract must be in effect
          through the end of the contract quarter for a trail commission to be
          paid.

***  =    Trail commissions are based on the Contract Value on the last day
          of each contract quarter beginning with the last day of the 87th
          contract month. Trail commissions will be paid each calendar quarter
          beginning with the first calendar quarter following the 87th contract
          month and ending when the contract is annuitized; the contract must be
          in effect through the end of the contract quarter for a trail
          commission to be paid.

(1) Trail applies to Account Value less premium still within surrender charge
period.

(2) No commission will be paid on payment coming from Guaranteed Minimum
Income Benefit.

                             COMMISSION CHARGE BACKS

<Table>
<Caption>
       TRANSACTION       PERIOD OF CHARGEBACK                  CHARGEBACK                             PLEASE NOTE
------------------------------------------------------------------------------------------------------------------------------
        <S>             <C>                                <C>                                            <C>
        Surrender       During the "free look" period      100% of commission                             N/A
</Table>

                         COMMISSION DURING ANNUITIZATION

<Table>
<Caption>
                                   A                                B                                      C
------------------------------------------------------------------------------------------------------------------------------
   <S>                  <C>                        <C>                                   <C>
                                                                                         0% if annuitize in contract years
                                                                                         0-7 .50% if annuitize in contract
                          0% if annuitized in       .25% if annuitize in contract year   years 8+ (if surrender charge
       Variable           contract years 1- 7                      1-7                   remains at annuitizations)
   Annuitization(2)                                .50% if annuitize in contract years
                        .50'% if annuitized in                      8+                   1% if annuitize in contract years 8+
                           contract years 8+                                             (if no surrender charge remains at
                                                                                         annuitizations)

                          0% if annuitize in        0% if annuitize in contract years
                          contract years 1-7                       1-7                   0% if annuitize in contract years 0-7
         Fixed
   Annuitization(2)      .25% if annuitized in     .25% if annuitize in contract years    .25% if annuitize in contract years
                           contract years 8+                        8+                                    8+
</Table>

<Page>

     AIM LIFETIME AMERICA REGAL (SM) VARIABLE ANNUITY "SHORT SURRENDER" OPTION

<Table>
<Caption>
        ISSUE AGE                                                 COMMISSION OPTIONS
------------------------------------------------------------------------------------------------------------------------------
                                       A                                  B                                   C
------------------------------------------------------------------------------------------------------------------------------
          <S>             <C>                                            <C>                                 <C>
                                     3.75%
           0-80           1% trail in contract years                     N/A                                 N/A
                                    4+**(1)

                                     3.00%
          81-85           1% trail in contract years                     N/A                                 N/A
                                    4+**(1)

                                    1.875%
          86-90           1% trail in contract years                     N/A                                 N/A
                                    4+**(1)
</Table>

*    =    Based upon purchase payment.
**   =    Trail commissions are based on the Contract Value on the last day of
          each contract quarter beginning with the last day of the 39th contract
          month. Trail commissions will be paid each calendar quarter beginning
          with the first calendar quarter following the 39th contract month and
          ending when the contract is annuitized; the contract must be in effect
          through the end of the contract quarter for a trail commission to be
          paid.

(1) Trail applies to Account Value less premium still within surrender charge
period.

(2) No commission will be paid on payment coming from Guaranteed Minimum
Income Benefit.

                             COMMISSION CHARGE BACKS

<Table>
<Caption>
       TRANSACTION       PERIOD OF CHARGEBACK                  CHARGEBACK                             PLEASE NOTE
------------------------------------------------------------------------------------------------------------------------------
        <S>             <C>                                <C>                                            <C>
        Surrender       During the "free look" period      100% of commission                             N/A
</Table>

                         COMMISSION DURING ANNUITIZATION

<Table>
<Caption>
                                        A                                 B                                 C
------------------------------------------------------------------------------------------------------------------------------
    <S>                 <C>                                              <C>                               <C>
                           0% if annuitized in contract
                                    years 1- 3
        Variable                                                         N/A                               N/A
    Annuitization(2)      1'% if annuitized in contract
                                     years 4+

                        0% if annuitize in contract years
                                       1-3
          Fixed                                                          N/A                               N/A
    Annuitization(2)      .25% if annuitized in contract
                                     years 4+
</Table>

<Page>

     AIM LIFETIME AMERICA FREEDOM (SM) VARIABLE ANNUITY "NO SURRENDER" OPTION

<Table>
<Caption>
        ISSUE AGE                                                 COMMISSION OPTIONS
------------------------------------------------------------------------------------------------------------------------------
                                       A                               B                                   C
------------------------------------------------------------------------------------------------------------------------------
          <S>           <C>                                           <C>                                 <C>
                                     1.5%
           0-80         1% trail in contract years 2+**               N/A                                 N/A

                                     1.25%
          81-85         1% trail in contract years 2+**               N/A                                 N/A

                                     1.00%
          86-90         1% trail in contract years 2+**               N/A                                 N/A
</Table>

*    =    Based upon purchase payment.
**   =    Trail commissions are based on the Contract Value on the last day of
          each contract quarter beginning with the last day of the 15th contract
          month. Trail commissions will be paid each calendar quarter beginning
          with the first calendar quarter following the 15th contract month and
          ending when the contract is annuitized; the contract must be in effect
          through the end of the contract quarter for a trail commission to be
          paid.

(1) For Standard option C and Short Surrender option A, trail applies to account
Value less Premium still within Surrender Charge period.
(2) No commission will be paid on payment coming from Guaranteed Minimum Income
Benefit.

                             COMMISSION CHARGE BACKS

<Table>
<Caption>
       TRANSACTION       PERIOD OF CHARGEBACK                  CHARGEBACK                             PLEASE NOTE
------------------------------------------------------------------------------------------------------------------------------
     <S>                <C>                                <C>                                            <C>
     Full or Partial    During the "free look"
       Withdrawal               period                     100% of commission                             N/A

     Full or Partial    During the "free look"
       Withdrawal               period                     100% of commission                             N/A
</Table>

                         COMMISSION DURING ANNUITIZATION
<Table>
<Caption>
                                         A                                  B                             C
------------------------------------------------------------------------------------------------------------------------------
    <S>                 <C>                                                <C>                           <C>
        Variable          1% in contract years 2+ (regardless
    Annuitization(2)    of when contract is annuitized)                    N/A                           N/A

                             .25% in contract years 2+
          Fixed           (regardless of when contract is                  N/A                           N/A
    Annuitization(2)                annuitized)
</Table>

<Page>

                                SELLING AGREEMENT
                       GLENBROOK LIFE AND ANNUITY COMPANY

Agreement, made this                      day of                  by and among
Glenbrook Life and Annuity Company ("Glenbrook"), an Arizona life insurance
company; ALFS, Inc. ("ALFS"), a Delaware corporation:
("Broker-Dealer" or BD"), a                                Corporation; and
                         ("Associated Insurance Agency"), a
                        Corporation.


GLENBROOK LIFE AND ANNUITY COMPANY                   ALFS, INC.


BY:                                         BY:
   -----------------------------------         ---------------------------------
TITLE:                                      TITLE:
      --------------------------------            ------------------------------


BROKER DEALER                               ASSOCIATED INSURANCE COMPANY


------------------------------------        ------------------------------------
(NAME)                                      (NAME)

------------------------------------        ------------------------------------
(STREET ADDRESS)                            (STREET ADDRESS)

------------------------------------        ------------------------------------
(CITY, STATE, ZIP)                          (CITY, STATE, ZIP)


BY:                                         BY:
   -----------------------------------         ---------------------------------
PRINT NAME:                                 PRINT NAME:
           ---------------------------                 -------------------------
TITLE:                                      TITLE:
      --------------------------------            ------------------------------
                                            FOR STATES:
                                                       -------------------------

WHEREAS, Glenbrook issues certain insurance products and group and individual
insurance contracts/polices and certificates participating therein
(collectively, "Contracts") described further in this Agreement and attached
Schedules, some of which may be deemed securities ("Registered Contracts") under
the Securities Act of 1933 ("1933 Act"); and

WHEREAS, Glenbrook has appointed ALFS< a broker/dealer, as the Underwriter of
the Registered Contracts; and

WHEREAS, BD is a broker/dealer engaged in the sale of securities and other
investment products; and

WHEREAS, in the event that Associated Insurance Agency and BD are the same
person, the duties, responsibilities and privileges of Associated Insurance
Agency under this Agreement shall be undertaken by BD; and

WHEREAS, Glenbrook and ALFS propose BD and Associated Insurance Agency to
solicit sales of the contracts;

NOW THEREFORE, in consideration of the premises and mutual promises contained
herein including the attached Schedule and Exhibits, the parties hereto agree as
follows:

<Page>

1.   SUCCESSOR ORGANZATIONS

          a.   Glenbrook shall, in its sole discretion, have the right to
               appoint a successor broker/dealer ("successor broker/dealer") to
               replace ALFS as Underwriter of the Registered Contracts. Upon
               appointment, successor broker/dealer shall assume all duties,
               responsibilities and privileges undertaken by ALFS under this
               Agreement. Glenbrook shall provide written notice of such change
               in appointment to BD and Associated Insurance Agency.

          b.   Upon written notice to ALFS, BD shall have the right to appoint a
               successor BD to assume its duties, responsibilities and
               privileges under this Agreement. ALFS reserves the right to
               reject the appointment of any successor BD and shall provide
               written notice of such rejection to BD.

          c.   Upon written notice to Glenbrook, Associated Insurance Agency
               shall have the right to appoint a successor Associated Insurance
               Agency or additional Associated Insurance Agencies to assume its
               duties, responsibilities and privileges under this Agreement.
               Glenbrook reserves the right to reject the appointment of any
               successor Associated Insurance Agency or additional Associated
               Insurance Agencies and shall provide written notice of such
               rejection to Associated Insurance Agency.

2.   APPOINTMENT AND AUTHORIZATION

     ALFS hereby authorizes BD to solicit sales of the Contracts that are
     described more specifically in the Commission Schedule(s) attached hereto.
     Glenbrook hereby appoints Associated Insurance Agency to solicit sales of
     the Contracts. BD and Associated Insurance Agency accept such appointment
     and authorization, and each agrees to use its best efforts to find
     purchasers of the Contracts acceptable to Glenbrook.

3.   REPRESENTATIONS

          a.   Glenbrook, ALFS, BD and Associated Insurance Agency each
               represents to one another that it and the officers signing above
               have full power and authority to enter into this Agreement, and
               that this Agreement has been duty and validly executed by it and
               constitutes a legal, valid and binding agreement.

          b.   ALFS represents to BD that ALFS (and any successor broker/dealer)
               is registered as a broker/dealer with the Securities and Exchange
               Commission (the "SEC") under the Securities Exchange Act of 1934
               ("1934 Act") and under the state securities laws of each
               jurisdiction in which such registration is required for
               underwriting the Contracts, and that it is a member of the
               National Association of Securities Dealers, Inc. (the "NASD").

          c.   BD represents to ALFS that BD is, and at all times when
               performing its functions and fulfilling its obligations under
               this Agreement, will be, registered with the SEC as a
               broker/dealer under the 1934 Act and under the state securities
               laws of each jurisdiction in which such registration is required
               for the sale of the Contracts, and a member of the NASD. BD will
               notify ALFS in writing if such registration is terminated or
               suspended, and shall take all reasonable actions to reinstate
               such registrations.

          d.   BD represents to ALFS that BD has adopted supervisory procedures,
               and its compliance manual addresses: (i) maintenance of
               appropriate level of net capital; (ii) suitability review; (iii)
               misrepresentations; and (iv) churning/replacements.

          e.   Associated Insurance Agency represents to ALFS and Glenbrook that
               Associated Insurance Agency is, and at all times when performing
               its functions and fulfilling its obligations under this
               Agreement, will be, a properly licenses insurance agency in each
               jurisdiction in which such licensing is required for the sale of
               the Contracts.

          f.   Glenbrook represents to BD that the Registered Contracts,
               including any variable separate account(s) supporting such
               Registered Contracts, shall comply in all material respects with
               the registration and other applicable requirements of the 1933
               Act and the Investment Company Act of 1940, and the rules and
               regulations there under, including the terms of any order of the
               SEC with respect thereto.

<Page>

          g.   Glenbrook represents to BD and Associated Insurance Agency that
               the Contracts it issues have been filed and approved by the state
               insurance departments in such jurisdictions where it is
               authorized to transact business and such filing and approval are
               required prior to the issuance of Contracts therein.

          h.   Glenbrook represents to BD that the prospectuses included in
               Glenbrook's Registration Statement for the Registered Contracts,
               and in post-effective amendments thereto, and any supplements
               thereto, as filed or to be filed with the SEC, as of their
               respective effective dates, contain or will contain in all
               material respects all statements and information which are
               required to be contained therein by the 1933 Act and conform or
               will conform in all material respects to the requirements
               thereof.

4.   COMPLIANCE WITH REGULATORY REQUIRMENTS

     BD shall abide by all rules and regulation of the NASD governing the sale
     of the Variable Contracts, including, but not limited to, requirements
     regarding (i) net capital; (ii) suitability review; (iii)
     misrepresentations; and (iv) churning/replacements. BD and Associated
     insurance Agency shall comply with all applicable state and federal laws
     and the rules and regulations of governmental or regulatory agencies
     affecting or governing the sale of the Contracts. BD and Associated
     Insurance Agency shall comply with all applicable administrative procedures
     of Glenbrook and ALFS.

5.   LICENSING AND/OR APPOINTMENT OF REPRENTATIVES

          a.   BD and Associated Insurance Agency are hereby specifically
               authorized to designate those registered representatives of BD,
               or individuals associated with the Associated Insurance Agency
               ("Agents"), proposed to be engaged in solicitation of sales of
               the Contracts for appointment by Glenbrook as individual
               insurance agents. BD and Associated Insurance Agency shall not
               propose a registered representative, or Agent, for appointment
               unless such representative, or Agent, is duly licenses as an
               insurance agent in the state(s) in which it is proposed that such
               representative, or Agent, engage in solicitations of sales of the
               Contracts. BD and Associated Insurance Agency together shall be
               responsible for registered representatives', and Agents',
               compliance with applicable state insurance agent licensing laws.

          b.   BD and Associate Insurance Agency shall assist Glenbrook and ALFS
               in the appointment of BD's registered representatives, and
               Agents, under applicable Insurance laws, to sell the Contracts.
               BD and Associated Insurance Agency shall comply with Glenbrook
               requirements for, including the General Letter of Recommendation
               (attached as Exhibit A), in submitting licensing or appointment
               documentation for proposed registered representatives and Agents.
               All such documentation shall be submitted by BD or Associated
               Insurance Agency to Glenbrook or its designated agent licensing
               administrator.

          c.   BD and Associated Insurance Agency agree to allow Glenbrook agent
               appointment information in the possession of any of Glenbrook's
               affiliates or subsidiaries to assist in appointing BD's
               registered representatives and Associated Insurance Agency's
               Agents to sell the Contracts under applicable insurance laws.

          d.   Glenbrook reserves the right to refuse to appoint any such
               designated individual or, once appointed, to terminate or refuse
               to renew the appointment of any such designated individual. Only
               those registered representatives who are duly licenses as
               insurance agents and appointed by Glenbrook (herein,
               "Representatives") shall have authority to solicit sales of the
               Contracts. Only those Agents who are registered representatives
               of BD shall have authority to solicit sales of the Registered
               Contracts. Agents who are not registered representatives of BD
               shall be limited to selling those Contracts which are not
               Registered Contracts ("Fixed Contracts"). BD and Associated
               Insurance Agency shall notify ALFS immediately in writing if any
               Representative appointed by Glenbrook ceases to be a registered
               representative of BD or if any Representative or Agent ceases to
               be properly licensed in any state.

<Page>

6.   SUPERVISION OF REPRESENTATIVES AND AGENTS

          a.   BD shall have full responsibility for training and supervision of
               all Representatives and all other persons associated with BD who
               are involved directly or indirectly in the offer or sale of the
               Registered Contracts, and all such persons shall be subject to
               the control of BD with respect to such person's activities in
               connection with the sale of the Registered Contracts. Associated
               Insurance Agency shall have full responsibility for training and
               supervision of all Agents who are involved directly or indirectly
               in the offer or sale of the Contracts and for Agent's compliance
               with applicable state insurance laws.

          b.   Glenbrook and ALFS shall not have responsibility for the training
               and supervision of any Representative or Agency. BD and
               Associated Insurance Agency each agree to comply with Glenbrook's
               statement in support of the concepts in the Principles and Code
               of Ethical Market Conduct of the Insurance Marketplace Standards
               Association (the "IMSA Principles and Code"), as such statement
               may be amended from time to time, and to engage in active and
               fair competition as contemplated by the IMSA Principles and Code.
               A copy of Glenbrook's current statement in support of the IMSA
               Principles and Code is attached as Exhibit B.

          c.   Before Representatives engage in the solicitation of applications
               for the Registered Contracts, BD and Associated Insurance Agency
               will cause the Representatives (1) to be registered
               representatives of BD; (2) to be licensed, registered or
               otherwise qualified under applicable federal and state laws to
               engage in the sale of the Contracts; (3) to be trained in the
               sale of the Contracts; and (4) to limit solicitation of
               applications for the Contracts to jurisdictions where Glenbrook
               has authorized such solicitations.

          d.   Before Representatives or Agents engage in the solicitation of
               applications for the Fixed Contracts, Associated Insurance Agency
               will cause such individuals (1) to be licensed or otherwise
               qualified under applicable laws to engage in the sale of the
               Fixed Contracts; (2) to be trained in the sale of the Fixed
               Contracts; and (3) to limit solicitation of applications for the
               Fixed Contracts to jurisdictions where Glenbrook has authorized
               such solicitations.

          e.   BD is specifically charged with the responsibility of supervising
               and reviewing its Representatives' use of sales literature and
               advertising and all other communications with the public in
               connection with the Contracts. With regard to Registered
               Contracts, no sales solicitation, including the delivery of
               supplemental sales literature or other such materials, shall
               occur, be delivered to, or used with a prospective purchaser
               unless accompanied or preceded by the appropriate then current
               prospectus(es), the then current prospectus(es) for the
               underlying funds funding any variable contracts (the "Funds")
               and, where required by state insurance law, the then current
               statement of additional information for any variable contracts.

          f.   BD shall execute any electronic or telephone orders only in
               accordance with the current prospectus applicable to the
               Contracts and agrees, that in consideration for the telephone
               transfer privileges, Glenbrook will not be liable for any loss
               incurred as a result of acting upon electronic or telephone
               instructions containing unauthorized, incorrect or incomplete
               information received from BD or its representatives.

          g.   Upon request by Glenbrook, BD and Associated Insurance Agency
               shall furnish appropriate records or other documentation to
               evidence BD's and Associated Insurance Agency's diligent
               supervision.

          h.   In the event a Representative or Agent performs any unauthorized
               transaction(s) with respect to a Contract(s), BD shall bear sole
               responsibility, shall notify Glenbrook and shall act to terminate
               the sales activities of such Representative or Agent relating to
               the Contract(s).

          i.   In the event a Representative or Agent fails to meet the BD's or
               Associated Insurance Agency's rules and standards, BD or
               Associated Insurance Agency, as the case may be, shall notify
               Glenbrook and shall act to terminate the sales activities of such
               Representative or Agent relating to the Contracts.

<Page>

7.   SALES PROMOTION MATERIAL AND ADVERTISING

          a.   BD, Associated Insurance Agency, Agents and Representatives, in
               connection with the offer or sale of the Contracts or
               solicitation of a payment or other transaction under a Contract,
               shall not give any information or make any representations or
               statements, written or oral, concerning the Contracts or a Fund,
               inconsistent with information or representations contained, in
               the case of a Registered Contract, in the prospectus, statement
               of additional information and registration statement for the
               Contracts or such Fund, or in reports or proxy statements
               thereof, or in promotional, sales or advertising material or
               other information supplied and approved in writing by ALFS for
               such use, or in the case of Fixed Contracts, in the contracts or
               materials furnished by Glenbrook. BD, Associated Insurance
               Agency, Agents and Representatives may not modify or represent
               that they may modify any such prospectus, statement of additional
               information, registration statement, and promotional, sales or
               advertising materials.

          b.   No item of sales promotion materials or advertising relating to
               the Contracts, including any illustrations or software programs
               therefore, shall be used by BD, Associated Insurance Agency,
               Agents or Representatives unless the specific item has been
               provided by Glenbrook and ALFS or has first been approved in
               writing by Glenbrook and ALFS for use. Glenbrook and ALFS reserve
               the right to recall any material provided by them at any time for
               any reason, and BD and Associated Insurance Agency shall promptly
               comply with any such request for the return of material and shall
               not use such material thereafter.

8.   SOLICITING APPLICATIONS AND PAYMENTS

          a.   All applications for Contracts shall be made on application forms
               supplied by Glenbrook. BD, Associated Insurance Agency, Agents
               and the Representatives shall not recommend the purchase of a
               Contract to a prospective purchaser unless it has reasonable
               grounds to believe that such purchase is suitable for the
               prospective purchaser and is in accordance with applicable
               regulations of any state Insurance commission, and with respect
               to Registered Contracts, the SEC and the NASD. While not limited
               to the following a determination of suitability shall be based on
               information concerning the prospective purchaser's insurance and
               investment objectives and financial situation and needs. All such
               determinations of suitability shall be approved by a Principal of
               BD before forwarding such application to Glenbrook and ALFS.

          b.   BD and Associated Insurance Agency shall review applications for
               completeness and correctness, as well as compliance with the
               suitability standards specified above. BD will promptly, but in
               no case later than the end of the next business day following
               receipt by BD or a Representative, forward to Glenbrook according
               to administrative procedures all complete and correct
               applications for suitable transactions, together with any
               payments received with the applications, without deduction for
               compensation unless there has been a mutual arrangement for net
               wire transmissions between ALFS, Glenbrook and BD. Glenbrook
               reserves the right to reject any Contract application and return
               any payment made in connection with an application that is
               rejected.

          c.   Contracts issued on accepted applications will be forwarded to BD
               for delivery to the Contract Owner according to procedures
               established by Glenbrook, unless Glenbrook has provided
               otherwise. BD shall cause each such Contract to be delivered to
               the respective Contract Owner within five days after BD's
               receipt. BD shall be liable to Glenbrook for any loss incurred by
               Glenbrook (including consequential damages and regulatory
               penalties) as a result of any delay by BD or a Representative in
               delivering such Contract.

          d.   BD, Associated Insurance Agency, Agents and Representatives shall
               not encourage a prospective purchaser to surrender or exchange a
               Contract in order to purchase another insurance policy or
               contract except when a change in circumstances makes the Contract
               an unsuitable investment for the Contract owner.

<Page>

9.   PAYMENTS RECEIVED BY BD

     All premium payments (hereinafter collectively referred to as "Payments")
     are the property of Glenbrook and shall be transmitted to Glenbrook by BD
     immediately upon receipt by BD or Associated Insurance Agency or any Agent
     or Representative in accordance with the administrative procedures of
     Glenbrook, without any deduction or offset for any reason, including by
     example but no limitation any deduction or offset for compensation claimed
     by BD. CUSTOMER CHECKS SHALL BE MADE PAYABLE TO THE ORDER OF "GLENBROOK
     LIFE AND ANNUITY COMPANY." Glenbrook reserves the right to reject any
     Payment for any reason

10.  COMMISSIONS PAYABLE

          a.   Commission's payable in connection with the Contracts shall be
               paid to Associated Insurance Agency according to the Commission
               Schedule(s) relating to this Agreement in effect at the time of
               receipt by Glenbrook of the payment or transaction request on
               which such commissions are based. If available, a Commission
               Option(s) may: (1) be elected by BD and Associated Insurance
               Agency on behalf of all of its Representatives or Agents or (2)
               may be elected by each Representative or Agent at the time of
               Application. Any election made and applied to a Contract may not
               be changed and will be in effect for the life of the Contract.
               Glenbrook and ALFS reserve the right to revise the Commission
               Schedule(s) for new business at any time upon at least thirty
               (30) days prior written notice to BD and Associated Insurance
               Agency.

          b.   Compensation to Representatives or Agents for Contracts solicited
               by the Representatives or Agents and issued by Glenbrook will be
               governed by agreements between BD or the Associated Insurance
               Agency and their respective Representatives or Agents any payment
               thereof will be the BD's or Associated Insurance Agency's sole
               responsibility.

11.  REFUND OF COMMISSIONS

     If Glenbrook is required to refund premiums or return contract values and
     waive surrender charges on any Contract for any reason, then commission
     will be adjusted with respect to said premiums or Contract as set forth in
     the Commission Schedule, and any commission previously paid for said
     premiums must be refunded to Glenbrook or ALFS. ALFS shall have the right
     to offset any such refundable commission against amounts otherwise payable
     by ALFS. ALFS agrees to notify BD and Associated Insurance Agency within
     thirty (30) days after it receives notice from Glenbrook of any premium
     refund or a commission charge back.

12.  ASSOCIATED INSURANCE AGENCY

     BD and the Associated Insurance Agency represent that they are in
     compliance with the terms and conditions of no-action letters issued by the
     staff of the SEC with respect to non-registration as a broker/dealer of an
     insurance agency associated with a registered broker/dealer. BD and
     Associated Insurance Agency shall notify ALFS immediately in writing if BD
     and/or such agency fail to comply with any such terms and conditions and
     shall take such measures as may be necessary to comply with any such terms
     and conditions. If Associated Insurance Agency is the same person as BD,
     this Paragraph 12 does not apply, and BD shall undertake all the duties,
     responsibilities and privileges under this Agreement.

13.  HOLD HARMLESS AND INDEMNIFICATION PROVISIONS

          a.   No party to this agreement will be liable for any obligation, act
               or omission of any other party. BD and Associated Insurance
               Agency will hold harmless and indemnify Glenbrook and ALFS, and
               conversely, Glenbrook and ALFS will hold harmless and indemnify
               BD and Associated Insurance Agency for any loss or expense
               suffered as a result of the violation or noncompliance by the
               indemnifying party of or with any applicable law or regulation or
               any provision of this Agreement. Further, any BD violation or
               noncompliance by an associated person, as defined in Article 1 of
               the NASD By-Laws, would be covered under this provision.

<Page>

          b.   Without limited the above paragraph, in situations when "as of"
               pricing is necessary in connection with the Contracts (and a loss
               is incurred to compensate the Contract owner for reduced Contract
               values) the party whose actions resulted in the loss will bear
               the costs according to pricing procedures established by
               Glenbrook.

14.  NON-ASSIGNABILITY PROVISION

     This Agreement may not be assigned by any party except by mutual consent of
     all other parties.

15.  NON-WAIVER PROVISION

     Failure of any party to terminate the Agreement for any of the causes set
     forth in this Agreement will not constitute a waiver of that party's right
     to terminate this Agreement at a later time for any of these causes.

16.  AMENDMENTS

     Except as stated in Paragraph 10, no amendment to this Agreement will be
     effective unless it is in writing and signed by all the parties hereto.

17.  RECERTIFICATION

     BD and Associated Insurance Agency shall, on a periodic basis determined by
     Glenbrook and ALFS, certify that they are in compliance with all terms and
     provisions of this Agreement.

18.  INDEPENDENT CONTRACTORS

     BD and its Representatives, and Associated Agency and its Agents, are
     independent contractors with respect to Glenbrook and ALFS.

19.  NOTIFICATION OF CUSTOMERS COMPLIANTS OR DISCIPLINARY PROCEEDINGS

          a.   BD and Associated Insurance Agency agree to notify ALFS promptly
               of any customer complaints or disciplinary proceedings against
               BD, Associated Insurance Agency or any Representatives or Agents
               relating to the Contracts or any threatened or filed arbitration
               action or civil litigation arising out of solicitation of the
               Contracts.

          b.   BD and Associated Insurance Agency shall cooperate with Glenbrook
               in investigating and responding to any customer complaint,
               attorney demand, or inquiry received from state insurance
               departments or other regulatory agencies or legislative bodies,
               and in any settlement or trial of any actions arising out of the
               conduct of business under this Agreement.

          c.   Any response by BD or Associated Insurance Agency to an
               individual customer compliant will be sent to Glenbrook and ALFS
               for approval not less than five (5) business days prior to it
               being sent to the customer, except that if a more prompt response
               is required, the proposed response may be communicated by
               telephone, facsimile or in person.

20.  BOOKS, ACCOUTNS AND RECORDS

          a.   BD and Associated Insurance Agency agree to maintain books,
               accounts and records so as to clearly and accurately disclose the
               nature and details of transactions relating to the Contracts and
               to assist Glenbrook and ALFS in the timely preparation of their
               respective books accounts and records. BD and Associated
               Insurance Agency shall upon request submit such books, accounts
               and records to the regulatory and administrative bodies which
               have jurisdiction over Glenbrook or the Funds.

          b.   Each party to this Agreement shall promptly furnish to the other
               parties any reports and information which another party may
               request for the purpose of meeting its reporting and record
               keeping

<Page>

               obligations under the insurance laws of any state, and under the
               federal and state securities laws or the rules of the NASD.

21.  LIMITATIONS

     No party other than Glenbrook shall have authority on behalf of Glenbrook
     to make, alter, or discharge any Contract issued by Glenbrook, to waive any
     forfeiture provision or to grant, permit, or extend the time of making any
     Payments, or to alter the forms which Glenbrook may prescribe or substitute
     other forms in place of those prescribed by Glenbrook or to enter into any
     proceeding in a court of law or before a regulatory agency in the name of
     or on behalf of Glenbrook.

22.  CONFIDENTIALITY

     Each party to this Agreement shall maintain the confidentiality of any
     material designated as proprietary by another party, and shall not use or
     disclose such information without the prior written consent of the party
     designating such material as proprietary.

23.  TERMINATION

          a.   This Agreement may be terminated at the option of any party upon
               ten (10) days written notice to the other parties, or at the
               option of any party hereto upon the breach by any party of the
               covenants and terms of this Agreement. Paragraph 13 shall survive
               any such termination.

          b.   This Agreement may be terminated immediately for cause upon an
               event of default. Such termination shall be deemed to occur as of
               the date immediately preceding the event of default. An "event of
               default" shall occur when the first of the (i) BD or Associated
               Insurance Agency files for bankruptcy, or financial or corporate
               reorganization under federal or state insolvency law; (ii)
               applicable laws or regulations prohibit BD or Associated
               Insurance Agency from continued marketing of the Contracts.

24.  NOTICE

          a.   In the event of sale, transfer or assignment of a controlling
               interest in BD or Associated Insurance Agency, notice shall be
               provided in writing to Glenbrook no less than thirty (30) days
               prior to the closing date.

          b.   All notices to Glenbrook and ALFS relating to this Agreement will
               be duly provided by certified or express mail to:

                        General Counsel
                        Glenbrook Life and Annuity Corporation
                        3100 Sanders Road
                        Northbrook, Illinois 60062

          c.   All notices to BD and Associated Insurance Agency will be duty
               provided if mailed to their respective address show on the Agency
               Specification/Signature Page(s).

25.  SEVERABLITY

     Should any provision of this Agreement be held unenforceable, those
     provisions not affected by the determination of unenforceability shall
     remain in full force and effect.

26.  GOVERNING LAW

     This Agreement will be construed in accordance with the laws of the State
     of Illinois.

<Page>

                                    EXHIBIT A

                        GENERAL LETTER OF RECOMMENDATION

BD hereby certifies to Glenbrook Life and Annuity Company ("Glenbrook") that all
the following requirements will be fulfilled in conjunction with the submission
of appointment papers for all applicants as agents of Glenbrook submitted by BD.
BD will, upon request, forward proof of compliance with same to Glenbrook in a
timely manner.

     1.   We have made a thorough and diligent inquiry and investigation
          relative to each applicant's identify, residence, business reputation,
          and experience and declare that each applicant is personally known to
          us, has been examined by us, is known to be of good moral character,
          has a good business reputation, is reliable, is financially
          responsible and is worthy of appointment as a variable contract agent
          of Glenbrook. This inquiry and background investigation has included a
          credit and criminal check on each applicant. Based upon our
          investigation, we vouch for each applicant and certify that each
          individual is trustworthy, competent and qualified to act as an agent
          for Glenbrook to hold himself out in good faith to the general public.

     2.   We have on file the appropriate state insurance department licensing
          forms (i.e. B-300, B-301), or U-4 form which was completed by each
          applicant. We have fulfilled all the necessary investigative
          requirements for the registration of each applicant as a registered
          representative thorough our NASD member firm, and each applicant is
          presently registered as a NASD registered representative.

          The above information in our files indicates no fact or condition
          which would disqualify the applicant from receiving a license or
          appointment and all the findings of all investigative information is
          favorable.

     3.   We certify that all educational requirements have been met for the
          specific state each applicant is licensed in; and that, all such
          persons have fulfilled the appropriate examination, education and
          training requirements.

     4.   We certify that each applicant will receive close and adequate
          supervision, and that we will make inspection when needed of any or
          all risks written by these applicants, to the end that the insurance
          interest of the public will be properly protected.

     5.   We will not permit any applicant to transact insurance as an agent
          until duly licensed and appointed by Glenbrook. No applicants have
          been given a contract or furnished supplies, nor have any applicants
          been permitted to write, solicit business, or act as an agent in any
          capacity on behalf of Glenbrook, and they will not be so permitted
          until the certificates of authority applied for is received.

<Page>

                                    EXHIBIT B

                        ETHICAL MARKET CONDUCT COMPLIANCE

BD and Associated Insurance Agency (also referred to as "you" or "your") are
required to comply with Glenbrook's policies and procedures concerning the
replacement of life insurance policies and annuity polices. A replacement occurs
whenever an existing life insurance policy or annuity is terminated, converted
or otherwise changed in value. For any transaction involving a replacement,
Glenbrook requires you to:

     1.   recommend the replacement of an existing policy only when replacement
          is in the best interest of the customer;

     2.   fully disclose all relevant information to the customer, which
          information includes: a) comparison of old and new premiums, expenses
          and surrender charges, cash values, and death benefits; b) any loss of
          cash value or policy value by surrendering the existing policy; c) all
          guaranteed and maximum value of both policies; d) the fact that a new
          contestability and suicide period starts under the new policy; and e)
          the requirement that the customer must be re-underwritten for the new
          policy;

     3.   provide state-required replacement notices to customers on the same
          day the application is taken and indicate on the application that the
          transaction involves the full or partial replacement of an existing
          policy;

     4.   submit, all advertising materials intended to promote the sale of any
          Glenbrook product to the home office for approval prior to use;

     5.   immediately report to Glenbrook any customer complaints, whether
          written or oral, and assist Glenbrook in resolving the complaint to
          the satisfaction of all parties;

     6.   communicate these standards to any producers or office personnel that
          you directly supervise and request their agreement to be bound by
          these conditions as well.

Glenbrook and ALFS may terminate this Agreement without notice if you fail to
comply with Glenbrook's rules and requirements concerning the replacement of
life insurance and annuities and Glenbrook's rules and requirements concerning
ethical market conduct.

Your right to any commissions or any other thing of value shall cease if you
violate laws and regulations governing unfair trade practices, life insurance
and annuity advertising, replacement of life insurance and annuities, sales
illustrations and agent licensing.

By promoting the sale of a Glenbrook product to a customer, you agree to be
bound by the terms and conditions of this Addendum without modification.

<Page>

                                   SCHEDULE A

                             SCHEDULE OF COMMISSIONS

Subject to terms and conditions of the Selling Agreement, Associated Insurance
Agency shall be compensated for Registered Contracts issued according to the
following chart.

                 AIM LIFETIME PLUS SINGLE PREMIUM VARIABLE LIFE

<Table>
<Caption>
                                                                  COMMISSION OPTIONS
                                                            -----------------------------
              PLAN                     ISSUE AGE               A                   B
-----------------------------------------------------------------------------------------
          <S>                            <C>                <C>              <C>
                                          0-80               7.50%*             6.25%*
                                                            No trail         .25% trail**
           Single Life
                                         81-85               6.00%*             5.00%*
                                                            No trail         .25% trail**

                                         18-80               7.50%*             6.25%*
                                                            No trail         .25% trail**
          Last Survivor
                                         81-85               6.00%*             5.00%*
                                                            No trail         .25% trail**
</Table>

*    = Based upon purchase payment

**   = Trail commissions are based on the contract value on the last day of each
contract quarter beginning with the last day of the 15th contract month. Trail
commissions will be paid each calendar quarter beginning with the first calendar
quarter following the 15th contract month and ending when the contract has
expired; the contract must be effect through the end of the contract quarter for
a trail commission to be paid.

In the event a Partial Withdrawal occurs, trail commissions will continue to be
paid in any quarter in which the contract remains in force.

In the event that any AIM LIFETIME PLUS Single Premium Variable Life is
surrendered during the "free look" period, there will be a full chargeback of
commission.

<Page>

                                   SCHEDULE A

                             SCHEDULE OF COMMISSIONS

Subject to terms and conditions of the Selling Agreement, Associated Insurance
Agency shall be compensated for VA Contracts issued according to the following
chart (based upon the option selected in writing by each Agent or
Representative):

                       AIM LIFETIME PLUS VARIABLE ANNUITY

<Table>
<Caption>
                                                             COMMISSION OPTIONS
               ISSUE AGE                    ---------------------------------------------------
                                                    A                              B
-----------------------------------------------------------------------------------------------
                 <S>                             <C>                          <C>
                 0-80                             5.75%*                         4.75%*
                                                 No trail                     .25% trail**

                                                  4.75%*                         3.50%*
                 81-85                           No trail                     .25% trail**

                 86-90                            2.50%*                         1.25%*
                                                 No trail                     .25% trail**
</Table>

*    = Based upon purchase payment

**   = Trail commissions are based on the contract value on the last day of each
contract quarter beginning with the last day of the 15th contract month. Trail
commissions will be paid each calendar quarter beginning with the first calendar
quarter following the 15th contract month and ending when the contract is
annuitized; the contract must be in effect through the end of the contract
quarter for a trail commission to be paid.

                             COMMISSION CHARGEBACKS
<Table>
<Caption>
         TRANSACTION               PERIOD OF CHARGEBACK              CHARGEBACK                   PLEASE NOTE
----------------------------------------------------------------------------------------------------------------------
        <S>                       <C>                          <C>                         <C>
          Surrender               During the "free look"         100% of commission                   N/A
                                          period

                                                                                            For issue ages 81-85 on
        Annuitization             Months 1-12 following a        Commission will be        Option B and ages 86-90,
                                     purchase payment          adjusted to equal 4.25%        Options A and B, no
                                                                                            adjustment will be made
</Table>

<Page>

                                   SCHEDULE A

                             SCHEDULE OF COMMISSIONS

Subject to terms and conditions of the Selling Agreement, Associated Insurance
Agency shall be compensated for VA Contracts issued according to the following
chart (based upon the option selected in writing by each Agent or
Representative):

                      AIM LIFETIME PLUS II VARIABLE ANNUITY

<Table>
<Caption>
                                                              COMMISSION OPTIONS
               ISSUE AGE                    ---------------------------------------------------
                                                    A                              B
-----------------------------------------------------------------------------------------------
                 <S>                             <C>                          <C>
                  0-80                            5.75%*                         4.75%*
                                                 No trail                     .25% trail**

                                                  4.75%*                         3.50%*
                 81-85                           No trail                     .25% trail**

                 86-90                            2.75%*                         2.25%*
                                                 No trail                     .25% trail**
</Table>

*    = Based upon purchase payment

**   = Trail commissions are based on the contract value on the last day of each
contract quarter beginning with the last day of the 15th contract month. Trail
commissions will be paid each calendar quarter beginning with the first calendar
quarter following the 15th contract month and ending when the contract is
annuitized; the contract must be in effect through the end of the contract
quarter for a trail commission to be paid.

                             COMMISSION CHARGEBACKS

<Table>
<Caption>
         TRANSACTION               PERIOD OF CHARGEBACK              CHARGEBACK                   PLEASE NOTE
----------------------------------------------------------------------------------------------------------------------
        <S>                       <C>                          <C>                         <C>
          Surrender               During the "free look"         100% of commission                   N/A
                                          period

                                                                                            For issue ages 81-85 on
        Annuitization             Months 1-12 following a        Commission will be        Option B and ages 86-90,
                                     purchase payment          adjusted to equal 4.25%        Options A and B, no
                                                                                            adjustment will be made
</Table>

<Page>

                                   SCHEDULE A

                             SCHEDULE OF COMMISSIONS

Subject to terms and conditions of the Selling Agreement, Associated Insurance
Agency shall be compensated for VA Contracts issued according to the following
chart (based upon the option selected in writing by each Agent or
Representative):

                  AIM LIFETIME ENHANCED CHOICE VARIABLE ANNUITY

<Table>
<Caption>
                                                              COMMISSION OPTIONS
               ISSUE AGE                    ---------------------------------------------------
                                                    A                              B
-----------------------------------------------------------------------------------------------
                 <S>                             <C>                          <C>
                 0-80                            5.50%*                          4.25%*
                                                 No trail                     .25% trail**
</Table>

*    = Based upon purchase payment

**   = Trail commissions are based on the contract value on the last day of each
contract quarter beginning with the last day of the 15th contract month. Trail
commissions will be paid each calendar quarter beginning with the first calendar
quarter following the 15th contract month and ending when the contract is
annuitized; the contract must be in effect through the end of the contract
quarter for a trail commission to be paid.

                             COMMISSION CHARGEBACKS

<Table>
<Caption>
         TRANSACTION               PERIOD OF CHARGEBACK              CHARGEBACK                   PLEASE NOTE
----------------------------------------------------------------------------------------------------------------------
        <S>                       <C>                          <C>                                    <C>
          Surrender               During the "free look"         100% of commission                   N/A
                                          period
        Annuitization             Months 1-12 following a        Commission will be
                                     purchase payment          adjusted to equal 4.25%                N/A
</Table>