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                                                                   EXHIBIT 10.41

                               MARKETING AGREEMENT
                       GLENBROOK LIFE AND ANNUITY COMPANY

Agreement, made this 10th day of June, 2003, by and among Glenbrook Life and
Annuity Company ("Glenbrook Life"), an Arizona life insurance company: ALFS,
Inc. ("ALFS"), a Delaware corporation; Allstate Financial Services, LLC
("Broker-Dealer" or "BD"), a                        corporation; and
                         ("Associated Insurance Agency"), a
corporation.

GLENBROOK LIFE AND ANNUITY COMPANY          ALFS, INC.

  By:                                       By:
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  Title:                                    Title:
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BROKER DEALER                               ASSOCIATED INSURANCE AGENCY

  Allstate Financial Services, LLC
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(Name)                                      (Name)
   47-0826838
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(Tax ID Number)                             (Tax ID Number)
  2920 S. 84th St.
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(Street Address)                            (Street Address)
  Lincoln, NE  68506
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(City, State, Zip)                          (City, State, Zip)

By:
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By:                                         By:
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Title:                                      Title:
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                                            For States:
                                                       -------------------------

WHEREAS, Glenbrook Life issues certain insurance products and group and
individual insurance contracts/policies 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 Life 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, each Associated Insurance Agency is an insurance agent in the states
noted above; 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 Life and ALFS proposes to authorize BD and Associated
Insurance Agency to solicit sales of the Contracts;

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

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ASSOCIATED INSURANCE AGENCY                 ASSOCIATED INSURANCE AGENCY

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(Name)                                      (Name)

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(Tax ID Number)                             (Tax ID Number)

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(Street Address)                            (Street Address)

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(City, State, Zip)                          (City, State, Zip)


By:                                         By:
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Print Name:                                 Print Name:
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Title:                                      Title:
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For States:                                 For States:
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ASSOCIATED INSURANCE AGENCY                 ASSOCIATED INSURANCE AGENCY

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(Name)                                      (Name)

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(Tax ID Number)                             (Tax ID Number)

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(Street Address)                            (Street Address)

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(City, State, Zip)                          (City, State, Zip)


By:                                         By:
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Print Name:                                 Print Name:
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Title:                                      Title:
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For States:                                 For States:
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ASSOCIATED INSURANCE AGENCY                 ASSOCIATED INSURANCE AGENCY

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(Name)                                      (Name)

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(Tax ID Number)                             (Tax ID Number)

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(Street Address)                            (Street Address)

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(City, State, Zip)                          (City, State, Zip)


By:                                         By:
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Print Name:                                 Print Name:
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Title:                                      Title:
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For States:                                 For States:
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ASSOCIATED INSURANCE AGENCY                 ASSOCIATED INSURANCE AGENCY

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(Name)                                      (Name)

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(Tax ID Number)                             (Tax ID Number)

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(Street Address)                            (Street Address)

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(City, State, Zip)                          (City, State, Zip)


By:                                         By:
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Print Name:                                 Print Name:
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Title:                                      Title:
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For States:                                 For States:
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ASSOCIATED INSURANCE AGENCY                 ASSOCIATED INSURANCE AGENCY

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(Name)                                      (Name)

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(Tax ID Number)                             (Tax ID Number)

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(Street Address)                            (Street Address)

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(City, State, Zip)                          (City, State, Zip)


By:                                         By:
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Print Name:                                 Print Name:
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Title:                                      Title:
      ------------------------------              ------------------------------
For States:                                 For States:
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ASSOCIATED INSURANCE AGENCY                 ASSOCIATED INSURANCE AGENCY

------------------------------------        ------------------------------------
(Name)                                      (Name)

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(Tax ID Number)                             (Tax ID Number)

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(Street Address)                            (Street Address)

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(City, State, Zip)                          (City, State, Zip)


By:                                         By:
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Print Name:                                 Print Name:
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Title:                                      Title:
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For States:                                 For States:
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1.   SUCCESSOR ORGANIZATIONS

a.   Glenbrook Life 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 Life shall provide
     written notice of such change in appointment to BD and Associated Insurance
     Agency.

b.   Upon written notice of 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 Life, 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 Life
     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 Life
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 Life.

3.   REPRESENTATIONS

a.   Glenbrook Life, 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
     duly and validly executed by it and constitutes a legal, valid and binding
     agreement on all parties including any successor organizations.

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

f.   Glenbrook Life 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 thereunder, including the terms of any
     order of the SEC with respect thereto.

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g.   Glenbrook Life 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 Life represents to BD that the prospectuses included in Glenbrook
     Life'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 REQUIREMENTS

BD shall abide by all rules and regulations 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 Life and ALFS.

5.   LICENSING AND/OR APPOINTMENT OF REPRESENTATIVES

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 Life 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 licensed 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 Associated Insurance Agency shall assist Glenbrook Life 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 Life 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 Life or its designated agent
     licensing administrator.

c.   BD and Associated Insurance Agency agree to allow Glenbrook Life to use any
     agent appointment information in the possession of any of Glenbrook Life'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 Life 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 licensed as insurance agents and appointed by
     Glenbrook Life (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 Life ceases to be a registered representative of BD or if any
     Representative or Agent ceases to be properly licensed in any state.

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 persons' activities in connection with the sale of the Registered
     Contracts. Associated Insurance Agency shall have fully responsibility for
     training

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     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 Life 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 Life'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 Life'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 life 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 Life 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 Life 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 Life, 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 Life 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 Life and shall act to terminate
     the sales activities of such Representative or Agent relating to the
     Contracts.

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 Life. 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, promotional, sales or advertising
     materials.

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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 Life and ALFS or
     has first been approved in writing by Glenbrook Life and ALFS for use.
     Glenbrook Life 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 Life. BD, Associated Insurance Agency, Agents and
     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 Life and ALFS.

b.   BD and Associated Insurance Agency shall review applications for
     completeness and correctness, as well as compliable 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 Life 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 Life and BD. Glenbrook Life reserves
     the right to reject any Contract applications 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 Life, unless Glenbrook Life 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 Life
     for any loss incurred by Glenbrook Life (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.

9.   PAYMENTS RECEIVED BY BD

All premium payments (hereinafter collectively referred to as "Payments") are
the property of Glenbrook Life and shall be transmitted to Glenbrook Life by BD
immediately upon receipt by BD or Associated Insurance Agency or any Agent or
Representative in accordance with the administrative procedures of Glenbrook
Life, without any deduction or offset for any reason, including by example but
not 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 Life reserves the right to reject any Payment for any
reason.

10.  COMMISSIONS PAYABLE

a.   Commissions 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
     Life 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 Life 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.

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

11.  REFUND OF COMMISSIONS

If Glenbrook Life 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 Life 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 with thirty (30) days after
it receives notice from Glenbrook Life of any premium refund or a commission
charge back.

12.  ASSOCIATED INSURANCE AGENCY

BD and the Associated Insurance Agency represent that they are in compliable
with the terms and conditions or 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 obligations, act or
     omission of any other party. BD and Associated Insurance Agency will hold
     harmless and indemnify Glenbrook Life and ALFS, and conversely, Glenbrook
     Life 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.

b.   Without limiting 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 Life.

14.  NON-ASSIGNABILITY PROVISON

This Agreement may be not 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 herein.

17.  RECERTIFICATION

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

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18.  INDEPENDENT CONTRACTS

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

19.  NOTIFICATION OF CUSTOMER COMPLAINTS OR DISCIPLINARY PROCEEDINGS

a.   BD and Associated Insurance Agency agree to notify ALFS promptly of any
     verbal or written 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 Life 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 responses by BD or Associated Insurance Agency to an individual
     customer complaint will be sent to Glenbrook Life 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, ACCOUNTS 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 Life 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 Life 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
     purposes of meeting its reporting and record keeping obligations under the
     insurance laws of any state, and under the federal and state securities
     laws or the rules of the NASD.

21.  PARTICIPATION IN GROUP INSURANCE TRUSTS

BD agrees to be a participant, by its signature on this Selling Agreement in the
Group Trust(s) as indicated in the Participation Agreement(s) attached hereto as
Exhibit C et Seq. and agree to be bound by the terms of the Participation
Agreement(s).

22.  LIMITATIONS

No party other than Glenbrook Life shall have authority on behalf of Glenbrook
Life to make, alter, or discharge any contract issued by Glenbrook Life, to
waive any forfeiture provision or to grant, permit, or extend the time of making
any Payments, or to alter the forms which Glenbrook Life may prescribe or
substitute other forms in place of those prescribed by Glenbrook Life 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 Life.

23.  CONFIDENTIALITY AND CONSUMER PRIVACY OBLIGATIONS

a.   All information supplied by (or at the direction of) Glenbrook to
     Associated Insurance Agency, or by (or at the direction of) Associated
     Insurance Agency to Glenbrook pursuant to this Agreement or in connection
     with the performance of services hereunder shall be treated as confidential
     by the receiving party during the term of this Agreement and for a period
     of three years thereafter and maintained by it in confidence in accordance
     with the same treatment that the receiving party accords to its own most
     confidential business information; provided, however, that:

     1.  the foregoing shall not apply to information that:

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         a.   has become, or becomes generally available to the public other
              than as a result of disclosure in violation of this Section;
         b.   has been independently developed by the receiving party without
              using confidential information from the disclosing party; or
         c.   was, or becomes, available to the receiving party from a third
              party who, to the knowledge of the receiving party, is not under
              any confidentiality obligations to the disclosing party.

     2.  the foregoing shall not prohibit disclosure by the receiving party:

         a.   to its affiliates and its and their respective directors,
              officers, employees, attorneys, accountants and advisors, provided
              that such persons are advised of the confidentiality of such
              information and undertake to maintain the confidentiality thereof
              in accordance with this Section;
         b.   to the extent necessary to comply with applicable law or legal
              process or the requirements of any regulatory authority having
              jurisdiction over the receiving party or as part of the normal
              reporting or review procedures to any such regulatory authority;
              or
         c.   in connection with the enforcement of its rights and remedies
              under the Agreement or in order to defend itself in a legal
              proceeding to which it is made a party.

b.   In addition, there are special rules that apply to certain records relating
     to the Contracts.

c.   All records required for continuing administration of the Contracts by
     Glenbrook shall be the property of Glenbrook. "Records", as used in this
     paragraph 24, includes receipt, disclosure, point of sale documents and
     notations and all cumulative data developed in the normal course of
     Glenbrook's business which is intended to perpetuate the Contracts and
     identify Contract Owners. Bank customer lists shall remain the property of
     the Bank (and Associated Insurance Agency) and shall not be used by
     Glenbrook or provide to any third party for solicitation or sale of any
     other products. Associated Insurance Agency will be allowed to keep a copy
     of any Records that are deemed necessary for the continued servicing of the
     Bank and Associated Insurance Agency customers and/or compliance with
     regulatory requirements.

d.   No party shall disclose, voluntarily, any tape, books, reference manuals,
     instructions or data which concern any party's business and which are
     exchanged during the negotiation and performance of this Agreement. When
     this Agreement terminates or expires, the parties shall return all such
     tapes, books, reference manuals, instructions or data in their possession.
     This paragraph shall not apply to those Records which would be the property
     of Glenbrook as provided above.

e.   BD and Associated Insurance Agency may disclose Records only if Glenbrook
     has authorized disclosure and if the disclosure is permitted by the
     applicable federal or state law governing privacy of records. Glenbrook
     shall authorize disclosure when required by government regulation of
     Associated Insurance Agency or Banks or pursuant to a subpoena or any other
     court order which mandates disclosure. Associated Insurance Agency must
     notify Glenbrook and allow Glenbrook sufficient time to authorize
     disclosure or to intervene in the judicial proceeding so as to protect its
     interest.

f.   Each party to this Agreement agrees and warrants to each other:

     1.   That BD, Associated Insurance Agency, Glenbrook and ALFS (all parties
          of the Selling Agreement) have complied with the privacy notice
          requirement as contained in Regulation S-P (17 CFR Part 248),
          promulgated under section 504 of the Gramm-Leach-Bliley Act).
     2.   That BD and Associated Insurance Agency are providing Glenbrook and
          ALFS with certain Non-Public Personal Information about BD's consumers
          solely for the purposes of allowing Glenbrook and ALFS to perform
          their obligations under the Agreement.
     3.   That all parties of the Selling Agreement shall use the Non-Public
          Personal Information solely to fulfill its contractual obligations
          under the Agreement; and shall not use the Non-Public Personal
          Information for their own benefit of the benefit of its affiliate(s)
          or any other party.
     4.   That all parties of the Selling Agreement shall not disclose the
          Non-Public Personal Information to any party, except as is necessary
          to fulfill its contractual obligations under the Agreement, or when
          such disclosure is made pursuant to a valid exception under Regulation
          S-P, sections 248, 14-15 (i.e., ordinary course of business and
          requirement of law).
     5.   That "Non-Public Personal Information" shall have the meaning as is
          used in Regulation S-P.

<Page>

24.  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.

25.  NOTICE

a.   In the event of sale, transfer or assignment of a controlling interest in
     BD or Agency, notice shall be provided in writing to Glenbrook Life no less
     than thirty (30) days prior to the closing date.
b.   All notices to Glenbrook Life and ALFS relating to this agreement will be
     duly provided by certified or express mail to:

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

c.   All notices to BD and Associated Insurance Agency will be duly provided if
     mailed to their respective addresses as shown on the Agency
     Specification/Signature Page(s).

26.  SEVERABILITY

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.

27.  GOVERNING LAW

This Agreement will be constructed 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 Life")
that all the following requirements will be fulfilled in conjunction with the
submission of appointment papers for all applicants as agents of Glenbrook Life
submitted by BD. BD will, upon request, forward proof of compliance with same to
Glenbrook Life 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 Life. 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 Life 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 through 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 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 Life. 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 Life, and they will not be so permitted until the
     certificate 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 Life's policies and procedures concerning the
replacement of life insurance policies and annuity policies. 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 Life 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 deal benefits; b) any loss of case 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)  never recommend that a customer cancel an existing policy until a new
     policy is in force and the customer has determined that the new policy is
     acceptable.

BD and Associated Insurance Agency are required to adhere to Glenbrook Life's
rules and requirements concerning ethical market conduct, which require that
you:

(1)  carefully evaluate the insurance needs and financial objectives of your
     clients, and use sales tools (e.g., policy illustrations and sales
     brochures) to determine that the insurance or annuity you are proposing
     meets these needs;
(2)  maintain a current license and valid appointment in all states in which you
     promote the sale of Glenbrook Life products to customers and keep current
     of changes in insurance laws and regulations by reviewing the bulletins and
     newsletters that Glenbrook Life publishes;
(3)  comply with Glenbrook Life policies concerning replacements, and refrain
     from providing false or misleading information about a competitor or
     competing product or otherwise making disparaging remarks about a
     competitor;
(4)  submit all advertising materials intended to promote the sale of any
     Glenbrook Life product to the home office for approval prior to use;
(5)  immediately report to Glenbrook Life any customer complaints, whether
     written or oral, and assist Glenbrook Life in resolving the complaint to
     the satisfaction of all parties;
(6)  communicate those standards to any producers or officer personnel that you
     directly supervise and request their agreement to be bound by these
     conditions as well.

Glenbrook Life and ALFS may terminate this Agreement without notice if you fail
to comply with Glenbrook Life's rules and requirements concerning the
replacement of life insurance and annuities and Glenbrook Life'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 Life product to a customer, you agree to be
bound by the terms and conditions of this Addendum without modification.

<Page>

                                    EXHIBIT C

                             PARTICIPATION AGREEMENT


This Participation Agreement is made between Glenbrook Life and Annuity Company
(herein referred to as the "Administrator"), located at 3100 Sanders Road,
Northbrook, Illinois, 60062, Administrator of the Financial Services Group
Insurance Trust, (herein referred to as the "Trust") and Citibank, F.S.B.,
located in Chicago, Illinois (herein referred to as the "Trustee") and BD
(hereinafter, together, with its affiliates and any successors thereto, referred
to as "Participant"), the purpose of which is to afford qualifying persons group
insurance benefits of the sort available under said Financial Services Group
Insurance Trust.

NOW THEREFORE, in consideration of the mutual promises herein contained, the
parties hereby agree as follows:

     1.   Subject to the approval of the Insurance Company, Administrator and
          Trustee agree to permit the Participant to become a participant under
          the Financial Services Group Insurance Trust Agreement.
     2.   The Participant agrees to be bound by:
             a.   The terms of the Trust Agreement, dated as of January 30,
                  1997, for the establishment of the Trust (the "Trust
                  Agreement") as the same presently appears in writing and as
                  from time to time amended in accordance with the provisions
                  thereof (capitalized terms used herein without definition
                  shall have the meaning ascribed thereto in the Trust
                  Agreement); and
             b.   Each and every provision of the policy(ies) of group insurance
                  (and all riders and amendments thereto) issued to the Trust.
     3.   Notices required or permitted shall be given in writing and delivered
          in writing by United States Mail, postage prepaid. Notices to the
          Administrator or Participant shall be sent to the address provided on
          the first page of the Selling Agreement to which this Participation
          Agreement is an Exhibit. Any party may inform the others of a change
          of address by written notice pursuant to this paragraph.

IN WITNESS WHEREOF, effective as of the date of the Selling Agreement, the
parties hereto have caused these presents to be executed by their respective
officers as described below:

ACCEPTED:

CITIBANK, F.S.B.

   Trustee of the Financial Services
    Group Insurance Trust

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

Administrator, Financial Services        Participant, Financial Services
     Group Insurance Trust                    Group Insurance Trust

Acceptance of this Participation         Acceptance of this Participation
 Agreement evidenced by signature on      Agreement evidenced by signature on
 Marketing Agreement and/or applicable    Marketing Agreement and/or applicable
 Amendments                               Amendments

<Page>

                                  SERVICE ONLY
                    NO NEW APPLICATIONS EFFECTIVE MAY 1, 2003
                                 ADDITIONS ONLY


                                   SCHEDULE A
                             SCHEDULE OF COMMISSIONS

                     The Allstate Provider Variable Annuity
                   Flexible Premium Deferred Variable Annuity

<Table>
<Caption>
ISSUE AGE                   COMMISSIONS OPTIONS
<S>                         <C>
0-80                        6.25%
81-85                       5.00%
86-90                       3.125%
</Table>

<Page>

                                  SERVICE ONLY
                    NO NEW APPLICATIONS EFFECTIVE MAY 1, 2003
                                 ADDITIONS ONLY


                                   SCHEDULE A
                             SCHEDULE OF COMMISSIONS

                  The Allstate Provider Ultra Variable Annuity
                   Flexible Premium Deferred Variable Annuity

<Table>
<Caption>
                                                           COMMISSION OPTIONS
ISSUE AGE             ----------------------------------------------------------------------------------------------
                           A                   B                   C                  D                    E
--------------------------------------------------------------------------------------------------------------------
      <S>               <C>               <C>                <C>                 <C>                <C>
       0-80              6.25%*              5.00%*             3.50%*              2.00%*              5.00%*
                        No Trail          .25% Trail**       .50% Trail**        .75% Trail**       1.00% Trail***

      81-85              5.00%*              4.00%*             2.80%*              1.60%*              4.00%*
                        No Trail          .25% Trail**       .50% Trail**        .75% Trail**       1.00% Trail***

      86-90             3.125%*              2.50%*             1.75%*              1.00%*              2.50%*
                        No Trail          .25% Trail**       .50% Trail**        .75% Trail**       1.00% 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.

***  =    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.

Periodic additional compensation may be offered as mutually agreed to in
writing, documented outside of this agreement, and incorporated herein by
reference.

                             COMMISSION CHARGEBACKS

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