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As Filed with the Securities and Exchange Commission on December 28, 2004 - ------------------------------------------------------------------------------ FILE NO. 333- ____ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALLSTATE LIFE INSURANCE COMPANY (Exact Name of Registrant) ILLINOIS 36-2554642 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 3100 SANDERS ROAD NORTHBROOK, ILLINOIS 60062 847/402-5000 (Address and Phone Number of Principal Executive Office) MICHAEL J. VELOTTA SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL ALLSTATE LIFE INSURANCE COMPANY 3100 SANDERS ROAD, SUITE J5B NORTHBROOK, ILLINOIS 60062 847/402-5000 (Name, Complete Address and Telephone Number of Agent for Service) COPIES TO: CHARLES M. SMITH, JR., ESQ. ALSTATE LIFE INSURANCE COMPANY 3100 SANDERS ROAD, SUITE J5B NORTHBROOK, ILLINOIS 60062 Approximate date of commencement of proposed sale to the public: The annuity contracts and interests thereunder covered by this registration statement are to be issued promptly and from time to time after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: /X/ CALCULATION OF REGISTRATION FEE - -------------------------------- --------------------- -------------------------- ---------------------------------------------- Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of registered registered offering price per unit aggregate offering price(1) registration fee(2) - -------------------------------- ---------------------- -------------------------- ------------------------------------------- Deferred annuity contracts N/A (1) N/A N/A and participating interests therein - -------------------------------- ---------------------- -------------------------- ------------------------------------------- (1) The Contract does not provide for a predetermined amount or number of units. (2) Units of interest under deferred variable annuity contracts were previously registered under Registration Statement No. 333-88870, and all unsold units are being carried forward pursuant to Rule 429 under the Securities Act. Registrant is filing this registration statement for the purpose of giving effect to certain disclosures and related changes resulting from the merger of Glenbrook Life and Annuity Company ("Glenbrook") into its parent company, Allstate Life Insurance Company ("Allstate"), scheduled to occur on January 1, 2005. Following the merger, Allstate will replace Glenbrook as the issuer of the Contracts described herein. This registration statement includes, among other things, a prospectus supplement, dated January 1, 2005, to the May 1, 2004 prospectus describing the Contracts, which prospectus, along with any other supplements to such prospectus, are incorporated herein by reference to SEC File No. 333-88870.

Allstate Life Insurance Company Allstate Financial Advisors Separate Account I Supplement dated January 3, 2005 to the The Allstate Provider Variable Annuity Series Prospectus dated May 1, 2004 This supplement amends certain information contained in the prospectus for the Allstate Provider Advantage, Allstate Provider Ultra and Allstate Provider Extra Variable Annuity Contracts ("Contracts"), formerly issued by Glenbrook Life and Annuity Company ("Glenbrook"). Please read this supplement carefully and retain it for future reference together with your prospectus. All capitalized terms have the same meaning as those included in the prospectus. Merger of Glenbrook with Allstate Life Effective January 1, 2005, Glenbrook merged with and into its parent company, Allstate Life Insurance Company ("Allstate Life"). The merger of Glenbrook and Allstate Life (the "Merger") was approved by the boards of directors of Allstate Life and Glenbrook. The Merger also received regulatory approval from the Departments of Insurance of the States of Arizona and Illinois, the states of domicile of Glenbrook and Allstate Life, respectively. On the date of the Merger, Allstate Life acquired from Glenbrook all of Glenbrook's assets and became directly liable for Glenbrook's liabilities and obligations with respect to all Contracts issued by Glenbrook. The Merger did not affect the terms of, or the rights and obligations under your Contract, other than to reflect the change to the company that guarantees your Contract benefits from Glenbrook to Allstate Life. You will receive certificate endorsements from Allstate Life that reflect the change from Glenbrook to Allstate Life. The Merger also did not result in any adverse tax consequences for any Contract Owners. Separate Account Consolidation Effective January 1, 2005, and in connection with the Merger, Glenbrook Life Multi-Manager Variable Account and Glenbrook Life and Annuity Company Separate Account A combined with and into the Allstate Financial Advisors Separate Account I ("Allstate Separate Account I"), and consolidated duplicative Variable Sub-Accounts that invest in the same Portfolio (the "Consolidation"). The accumulation unit values for the Variable Sub-Accounts in which you invest did not change as a result of the Consolidation, and your Contract Value immediately after the Consolidation was the same as the value immediately before the Consolidation. As a result of the Merger and Consolidation, your prospectus is amended as follows: Replace all references to "Glenbrook" with "Allstate Life." Replace all references to "Glenbrook Life Multi-Manager Variable Account" with "Allstate Financial Advisors Separate Account I." All references to "We," "Us," or "our" shall mean "Allstate Life." All references to "the Variable Account" shall mean "Allstate Financial Advisors Separate Account I." Page 12: Under the heading "Financial Information" replace the last two sentences of the second paragraph with: The financial statements of Allstate Life and Allstate Financial Advisors Separate Account I, which includes financial information giving effect to the separate account Consolidation on a pro forma basis, also appear in the Statement of Additional Information. For a free copy of the Statement of Additional Information, please write or call us at 1-800- 755-5275. Pages 24: Delete in their entirety the Sections entitled "Market Timing & Excess Trading" and "Trading Limitations" and replace them with the following: MARKET TIMING & EXCESSIVE TRADING The Contracts are intended for long-term investment. Market timing and excessive trading can potentially dilute the value of Variable Sub-Accounts and can disrupt management of a Portfolio and raise its expenses, which can impair Portfolio performance. Our policy is not to accept knowingly any money intended for the purpose of market timing or excessive trading. Accordingly, you should not invest in the Contract if your purpose is to engage in market timing or excessive trading, and you should refrain from such practices if you currently own a Contract. We seek to detect market timing or excessive trading activity by reviewing trading activities. Portfolios also may report suspected market-timing or excessive trading activity to us. If, in our judgment, we determine that the transfers are part of a market timing strategy or are otherwise harmful to the underlying Portfolio, we will impose the trading limitations as described below under "Trading Limitations." Because there is no universally accepted definition of what constitutes market timing or excessive trading, we will use our reasonable judgment based on all of the circumstances. While we seek to deter market timing and excessive trading in Variable Sub-Accounts, not all market timing or excessive trading is identifiable or preventable. Imposition of trading limitations is triggered by the detection of market timing or excessive trading activity, and the trading limitations are not applied prior to detection of such trading activity. Therefore, our policies and procedures do not prevent such trading activity before it first occurs. To the extent that such trading activity occurs prior to detection and the imposition of trading restrictions, the portfolio may experience the adverse effects of market timing and excessive trading described above. TRADING LIMITATIONS We reserve the right to limit transfers among the investment alternatives in any Contract year, or to refuse any transfer request, if: o we believe, in our sole discretion, that certain trading practices, such as excessive trading, by, or on behalf of, one or more Contract Owners, or a specific transfer request or group of transfer requests, may have a detrimental effect on the Accumulation Unit Values of any Variable Sub-Account or on the share prices of the corresponding Portfolio or otherwise would be to the disadvantage of other Contract Owners; or o we are informed by one or more of the Portfolios that they intend to restrict the purchase, exchange, or redemption of Portfolio shares because of excessive trading or because they believe that a specific transfer or group of transfers would have a detrimental effect on the prices of Portfolio shares. In making the determination that trading activity constitutes market timing or excessive trading, we will consider, among other things: o the total dollar amount being transferred, both in the aggregate and in the transfer request; o the number of transfers you make over a period of time and/or the period of time between transfers (note: one set of transfers to and from a sub-account in a short period of time can constitute market timing); o whether your transfers follow a pattern that appears designed to take advantage of short term market fluctuations, particularly within certain Sub-account underlying portfolios that we have identified as being susceptible to market timing activities; o whether the manager of the underlying portfolio has indicated that the transfers interfere with portfolio management or otherwise adversely impact the portfolio; and o the investment objectives and/or size of the Sub-account underlying portfolio. If we determine that a contract owner has engaged in market timing or excessive trading activity, we will restrict that contract owner from making future additions or transfers into the impacted Sub-account(s). If we determine that a contract owner has engaged in a pattern of market timing or excessive trading activity involving multiple Sub-accounts, we will also require that all future transfer requests be submitted through regular U.S. mail thereby refusing to accept transfer requests via telephone, facsimile, Internet, or overnight delivery. Any Sub-account or transfer restrictions will be uniformly applied. In our sole discretion, we may revise our Trading Limitations at any time as necessary to better deter or minimize market timing and excessive trading or to comply with regulatory requirements. Pages 35: Under the heading "More Information," replace the sections entitled "Glenbrook" and "The Variable Account" with the following: ALLSTATE LIFE Allstate Life is the issuer of the Contract. Allstate Life was organized in 1957 is a stock life insurance company under the laws of the state of Illinois. Prior to January 1, 2005, Glenbrook Life and Annuity Company ("Glenbrook") issued the Contract. Effective January 1, 2005, Glenbrook merged with Allstate Life ("Merger"). On the date of the Merger, Allstate Life acquired from Glenbrook all of Glenbrook's assets and became directly liable for Glenbrook's liabilities and obligations with respect to all contracts issued by Glenbrook. Allstate Life is a wholly owned subsidiary of Allstate Insurance Company, a stock property-liability insurance company organized under the laws of the state of Illinois. All of the capital stock issued and outstanding of Allstate Insurance Company is owned by The Allstate Corporation. Allstate Life is licensed to operate in the District of Columbia, Puerto Rico, and all jurisdictions except the state of New York. We intend to offer the Contract in those jurisdictions in which we are licensed. Our home office is located at 3100 Sanders Road, Northbrook, Illinois 60062. THE VARIABLE ACCOUNT Allstate Life established the Allstate Financial Advisors Separate Account I in 1999. The Contracts were previously issued through the Glenbrook Life Multi-Manager Variable Account. Effective January 1, 2005, Glenbrook Life Multi-Manager Variable Account and Glenbrook Life and Annuity Company Separate Account A combined with Allstate Financial Advisors Separate Account I and consolidated duplicative Variable Sub-Accounts that invest in the same Portfolio (the "Consolidation"). The Accumulation Unit Values for the Variable Sub-Accounts in which you invest did not change as a result of the Consolidation, and your Contract Value immediately after the Consolidation was the same as the value immediately before the Consolidation. We have registered the Variable Account with the SEC as a unit investment trust. The SEC does not supervise the management of the Variable Account or Allstate Life. We own the assets of the Variable Account. The Variable Account is a segregated asset account under Illinois insurance law. That means we account for the Variable Account's income, gains, and losses separately from the results of our other operations. It also means that only the assets of the Variable Account that are in excess of the reserves and other Contract liabilities with respect to the Variable Account are subject to liabilities relating to our other operations. Our obligations arising under the Contracts are general corporate obligations of Allstate Life. The Variable Account consists of multiple Variable Sub-Accounts, each of which are available under the Contract. We may add new Variable Sub-Accounts or eliminate one or more of them, if we believe marketing, tax, or investment conditions so warrant. We do not guarantee the investment performance of the Variable Account, its Sub-Accounts or the Portfolios. We may use the Variable Account to fund our other annuity contracts. We will account separately for each type of annuity contract funded by the Variable Account.

THE ALLSTATE/(R)// /PROVIDER VARIABLE ANNUITY SERIES ALLSTATE LIFE INSURANCE COMPANY CUSTOMER SERVICE: STREET ADDRESS: 2940 S. 84TH STREET, LINCOLN, NE 68506-4142 MAILING ADDRESS: P.O. BOX 80469, LINCOLN, NE 68501-0469 TELEPHONE NUMBER: 1-800-755-5275 PROSPECTUS DATED JANUARY 3, 2005 ------------------------------------------------------------------------------- Allstate Life Insurance Company ("ALLSTATE", "ALLSTATE LIFE", "WE", OR "US") has issued the following group and individual flexible premium deferred variable annuity contracts (each, a "Contract"): .. The Allstate/(R)/ Provider Advantage Variable Annuity .. The Allstate/(R)/ Provider Ultra Variable Annuity .. The Allstate/(R)/ Provider Extra Variable Annuity This prospectus contains information about each Contract that you should know before investing. Please keep it for future reference. Not all Contracts may be available in all states or through your sales representative. Please check with your sales representative for details. The Contracts are no longer being offered for new sales. If you have already purchased the Contracts, you may continue to make additional purchase payments according to your Contracts. Each Contract currently offers 49 investment alternatives ("INVESTMENT ALTERNATIVES"). The investment alternatives include 3 fixed account options ("FIXED ACCOUNT OPTIONS") and 46 variable sub-accounts ("VARIABLE SUB-ACCOUNTS") of the Allstate Financial Advisors Separate Account I ("VARIABLE ACCOUNT"). Each Variable Sub-Account invests exclusively in shares of the portfolios ("PORTFOLIOS") of the following underlying funds ("FUNDS"): AIM VARIABLE INSURANCE FUNDS (SERIES I) GOLDMAN SACHS VARIABLE INSURANCE TRUST THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. MFS/(R)/ VARIABLE INSURANCE TRUST/SM (INITIAL SHARES) /(SERVICE CLASS) DREYFUS STOCK INDEX FUND (INITIAL SHARES) OPPENHEIMER VARIABLE ACCOUNT FUNDS DREYFUS VARIABLE INVESTMENT FUND (INITIAL SHARES) PUTNAM VARIABLE TRUST (CLASS IB) FIDELITY/(R)/ VARIABLE INSURANCE PRODUCTS (SERVICE CLASS THE UNIVERSAL INSTITUTIONAL FUNDS, INC. 2) (CLASS I) FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST (CLASS 2) For the ALLSTATE PROVIDER EXTRA CONTRACTS, each time you make a purchase payment, we will add to your Contract value ("Contract Value") a credit enhancement ("Credit Enhancement") equal to 4% of that purchase payment. Expenses for this Contract may be higher than expenses for an annuity contract without the Credit Enhancement. Over time, the amount of the Credit Enhancement may be more than offset by the higher expenses. You and your agent should decide if this Contract is right for you. THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THE SECURITIES DESCRIBED IN THIS PROSPECTUS, NOR HAS IT PASSED ON THE ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A FEDERAL CRIME. THE CONTRACTS MAY BE DISTRIBUTED THROUGH BROKER-DEALERS THAT IMPORTANT NOTICES HAVE RELATIONSHIPS WITH BANKS OR OTHER FINANCIAL INSTITUTIONS OR BY EMPLOYEES OF SUCH BANKS. HOWEVER, THE CONTRACTS ARE NOT DEPOSITS, OR OBLIGATIONS OF, OR GUARANTEED BY SUCH INSTITUTIONS OR ANY FEDERAL REGULATORY AGENCY. INVESTMENT IN THE CONTRACTS INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE CONTRACTS ARE NOT FDIC INSURED. Allstate has filed a Statement of Additional Information, dated January 3, 2005, with the Securities and Exchange Commission ("SEC"). It contains more information about the Contract and is incorporated herein by reference, which means it is legally a part of this prospectus. Its table of contents appears on page 85 of this prospectus. For a free copy, please write or call us at the address or telephone number above, or go to the SEC's Web site (http://www.sec.gov). You can find other information and documents about us, including documents that are legally part of this prospectus, at the SEC's Web site. 1 PROSPECTUS

Each Fund has multiple Portfolios. Not all of the Funds and/or Portfolios, however, may be available with your Contract. You should check with your representative for further information on the availability of Funds and/or Portfolios. Your annuity application will list all available Portfolios. 2 PROSPECTUS

TABLE OF CONTENTS - -------------------------------------------------------------------------------- PAGE - -------------------------------------------------------------------------------- OVERVIEW - -------------------------------------------------------------------------------- Important Terms 4 - -------------------------------------------------------------------------------- Overview of Contracts 5 - -------------------------------------------------------------------------------- The Contract At A Glance 6 - -------------------------------------------------------------------------------- How the Contract Works 9 - -------------------------------------------------------------------------------- Expense Table 10 - -------------------------------------------------------------------------------- Financial Information 14 - -------------------------------------------------------------------------------- CONTRACT FEATURES - -------------------------------------------------------------------------------- The Contract 14 - -------------------------------------------------------------------------------- Purchases 16 - -------------------------------------------------------------------------------- Contract Value 17 - -------------------------------------------------------------------------------- INVESTMENT ALTERNATIVES - -------------------------------------------------------------------------------- The Variable Sub-Accounts 18 - -------------------------------------------------------------------------------- The Fixed Account Options 21 - -------------------------------------------------------------------------------- Transfers 24 - -------------------------------------------------------------------------------- Expenses 26 - -------------------------------------------------------------------------------- Access To Your Money 29 - -------------------------------------------------------------------------------- Income Payments 30 - -------------------------------------------------------------------------------- Death Benefits 33 - -------------------------------------------------------------------------------- PAGE - -------------------------------------------------------------------------------- OTHER INFORMATION - -------------------------------------------------------------------------------- More Information 38 - -------------------------------------------------------------------------------- Allstate Life 38 - -------------------------------------------------------------------------------- The Variable Account 38 - -------------------------------------------------------------------------------- The Portfolios 38 - -------------------------------------------------------------------------------- The Contract 39 - -------------------------------------------------------------------------------- Non-Qualified Annuities Held Within a Qualified Plan 40 - -------------------------------------------------------------------------------- Legal Matters 40 - -------------------------------------------------------------------------------- Taxes 41 - -------------------------------------------------------------------------------- Taxation of Variable Annuities in General 41 - -------------------------------------------------------------------------------- Income Tax Withholding 43 - -------------------------------------------------------------------------------- Tax Qualified Contracts 44 - -------------------------------------------------------------------------------- Annual Reports and Other Documents 47 - -------------------------------------------------------------------------------- APPENDIX A - ACCUMULATION UNIT VALUES 48 - -------------------------------------------------------------------------------- APPENDIX B - MARKET VALUE ADJUSTMENT EXAMPLES 78 - -------------------------------------------------------------------------------- APPENDIX C - CALCULATION OF ENHANCED EARNINGS DEATH BENEFIT AMOUNT 83 - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS 85 - -------------------------------------------------------------------------------- 3 PROSPECTUS

IMPORTANT TERMS - -------------------------------------------------------------------------------- This prospectus uses a number of important terms that you may not be familiar with. The index below identifies the page that describes each term. The first use of each term in this prospectus appears in highlights. PAGE - -------------------------------------------------------------------------------- ACCUMULATION PHASE 9 - -------------------------------------------------------------------------------- ACCUMULATION UNIT 14 - -------------------------------------------------------------------------------- ACCUMULATION UNIT VALUE 14 - -------------------------------------------------------------------------------- ANNIVERSARY VALUES 34 - -------------------------------------------------------------------------------- ANNUITANT 14 - -------------------------------------------------------------------------------- AUTOMATIC ADDITIONS PLAN 16 - -------------------------------------------------------------------------------- AUTOMATIC PORTFOLIO REBALANCING PROGRAM 25 - -------------------------------------------------------------------------------- BENEFICIARY 15 - -------------------------------------------------------------------------------- CANCELLATION PERIOD 6 - -------------------------------------------------------------------------------- CONTINGENT BENEFICIARY 15 - -------------------------------------------------------------------------------- CONTRACT* 14 - -------------------------------------------------------------------------------- CONTRACT ANNIVERSARY 7 - -------------------------------------------------------------------------------- CONTRACT OWNER ("YOU") 14 - -------------------------------------------------------------------------------- CONTRACT VALUE 17 - -------------------------------------------------------------------------------- CONTRACT YEAR 8 - -------------------------------------------------------------------------------- CREDIT ENHANCEMENT 16 - -------------------------------------------------------------------------------- DEATH BENEFIT ANNIVERSARY 33 - -------------------------------------------------------------------------------- DEATH BENEFIT EARNINGS 36 - -------------------------------------------------------------------------------- DOLLAR COST AVERAGING PROGRAM 25 - -------------------------------------------------------------------------------- DUE PROOF OF DEATH 33 - -------------------------------------------------------------------------------- ENHANCED EARNINGS DEATH BENEFIT RIDER 35 - -------------------------------------------------------------------------------- ENHANCED DEATH BENEFIT RIDER 33 - -------------------------------------------------------------------------------- EXCESS-OF-EARNINGS WITHDRAWAL 36 - -------------------------------------------------------------------------------- FIXED ACCOUNT OPTIONS 21 - -------------------------------------------------------------------------------- FREE WITHDRAWAL AMOUNT 27 - -------------------------------------------------------------------------------- FUNDS 1 - -------------------------------------------------------------------------------- PAGE - -------------------------------------------------------------------------------- Allstate("WE" OR "US") 1 - -------------------------------------------------------------------------------- GUARANTEE PERIODS 22 - -------------------------------------------------------------------------------- GUARANTEED INCOME BENEFIT 32 - -------------------------------------------------------------------------------- GUARANTEED MATURITY FIXED ACCOUNT 22 - -------------------------------------------------------------------------------- INCOME BASE 32 - -------------------------------------------------------------------------------- INCOME BENEFIT RIDER 31 - -------------------------------------------------------------------------------- INCOME PLANS 30 - -------------------------------------------------------------------------------- IN-FORCE EARNINGS 36 - -------------------------------------------------------------------------------- IN-FORCE PREMIUM 36 - -------------------------------------------------------------------------------- INVESTMENT ALTERNATIVES 18 - -------------------------------------------------------------------------------- ISSUE DATE 9 - -------------------------------------------------------------------------------- MARKET VALUE ADJUSTMENT 23 - -------------------------------------------------------------------------------- PAYOUT PHASE 9 - -------------------------------------------------------------------------------- PAYOUT START DATE 30 - -------------------------------------------------------------------------------- PORTFOLIOS 38 - -------------------------------------------------------------------------------- PRIMARY BENEFICIARY 15 - -------------------------------------------------------------------------------- QUALIFIED CONTRACTS 6 - -------------------------------------------------------------------------------- RIDER APPLICATION DATE 7 - -------------------------------------------------------------------------------- RIDER DATE 31 - -------------------------------------------------------------------------------- SEC 1 - -------------------------------------------------------------------------------- SETTLEMENT VALUE 33 - -------------------------------------------------------------------------------- SYSTEMATIC WITHDRAWAL PROGRAM 29 - -------------------------------------------------------------------------------- VALUATION DATE 16 - -------------------------------------------------------------------------------- VARIABLE ACCOUNT 38 - -------------------------------------------------------------------------------- VARIABLE SUB-ACCOUNT 1 - -------------------------------------------------------------------------------- *In certain states the Contract is available only as a group Contract. If you purchase a group Contract, we will issue you a certificate that represents your ownership and that summarizes the provisions of the group Contract. References to "Contract" in this prospectus include certificates, unless the context requires otherwise. References to "Contract" also include all three Contracts listed on the cover page of this prospectus, unless otherwise noted. However, we administer each Contract separately. 4 PROSPECTUS

OVERVIEW OF CONTRACTS - -------------------------------------------------------------------------------- The Contracts offer many of the same basic features and benefits. They differ primarily with respect to the charges imposed, as follows: .. The ALLSTATE PROVIDER ADVANTAGE CONTRACT has a mortality and expense risk charge of 1.45%, and no withdrawal charge. .. The ALLSTATE PROVIDER ULTRA CONTRACT has a mortality and expense risk charge of 1.25%, and a withdrawal charge of up to 7% with a 7 year withdrawal charge period (and an annual Free Withdrawal Amount). .. The ALLSTATE PROVIDER EXTRA CONTRACT offers a 4% Credit Enhancement on purchase payments, and has a mortality and expense risk charge of 1.40% and a withdrawal charge of up to 8% with an 8 year withdrawal charge period (and an annual Free Withdrawal Amount). Other differences among the Contracts relate to the transfer fees and the maximum age of the Contract owners and Annuitants on the application date, the effect of changing Annuitants under the Income Benefit Rider,* the spousal continuation provisions of the Enhanced Death Benefit and Enhanced Earnings Death Benefit Riders, and the calculation of the Enhanced Earnings Death Benefit. *We discontinued offering the Income Benefit Rider as of January 1, 2004. 5 PROSPECTUS

THE CONTRACT AT A GLANCE - -------------------------------------------------------------------------------- The following is a snapshot of the Contract. Please read the remainder of this prospectus for more information. FLEXIBLE PAYMENTS You can purchase a Contract with as little as $5,000 ($2,000 for Contracts issued within an IRA or TSA). You can add to your Contract as often and as much as you like, but each payment must be at least $50. For ALLSTATE PROVIDER EXTRA CONTRACTS each time you make a purchase payment, we will add to your Contract Value a Credit Enhancement equal to 4% of that purchase payment - --------------------------------------------------------------------------------------- RIGHT TO CANCEL You may cancel your Contract within 20 days of receipt or any longer period as your state may require ("CANCELLATION PERIOD"). Upon cancellation, we will return your purchase payments adjusted, to the extent federal or state law permits, to reflect the investment experience of any amounts allocated to the Variable Account, including the deduction of mortality and expense risk charges and administrative expense charges. Allstate Provider Extra Contracts --------------------------------- If you exercise your Right to Cancel the Contract, the amount we refund to you will not include any Credit Enhancement. See "Right to Cancel" for details. - --------------------------------------------------------------------------------------- EXPENSES You will bear the following expenses: Allstate Provider Advantage Contracts ------------------------------------- .Total Variable Account annual fees equal to 1.55% of average daily net assets (1.80% if you select the ENHANCED DEATH BENEFIT RIDER or the INCOME BENEFIT RIDER;* and 2.05% if you select both the Enhanced Death Benefit and the Income Benefit Riders). . no withdrawal charges .transfer fee of $10 after the 12th transfer in any Contract Year (fee currently waived). Allstate Provider Ultra Contracts --------------------------------- .Total Variable Account annual fees equal to 1.35% of average daily net assets (1.60% if you select the Enhanced Death Benefits Rider or the Income Benefit Rider;* and 1.85% if you select both the Enhanced Death Benefit and the Income Benefit Riders). .Withdrawal charges ranging from 0% to 7% of purchase payments withdrawn (with certain exceptions). .transfer fee of $10 after the 12th transfer in any Contract Year (fee currently waived). --------------------------------------------------------------------------------------- 6 PROSPECTUS

EXPENSES (CONTINUED) Allstate Provider Extra Contracts --------------------------------- .Total Variable Account annual fees equal to 1.50% of average daily net assets (1.75% if you select the Enhanced Death Benefit Rider or the Income Benefit Rider;* and 2.00% if you select both the Enhanced Death Benefit and the Income Benefit Riders). .Withdrawal charges ranging from 0% to 8% of purchase payments withdrawn (with certain exceptions). . Transfer fee of up to 0.50% of the amount transferred after the 12th transfer in any Contract Year (subject to a minimum charge of $10.00 per transfer). This fee is currently waived. All Contracts ------------- . If you select the ENHANCED EARNINGS DEATH BENEFIT RIDER, you would pay an additional annual fee of up to 0.35% (depending on the oldest Contract owner's age as of the date we receive the completed application or a written request to add the Rider, whichever is later) ("RIDER APPLICATION DATE") of the CONTRACT VALUE on each Contract anniversary ("CONTRACT ANNIVERSARY"). For more information about Variable Account expenses, see "EXPENSES" on page 10. .Annual contract maintenance charge of $35 (with certain exceptions) . State premium tax (if your state imposes one). In addition, each Portfolio pays expenses that you will bear indirectly if you invest in a Variable Sub-Account. *We discontinued offering the Income Benefit Rider as of January 1, 2004. Fees shown apply to Contract Owners who selected the Rider prior to January 1, 2004. - --------------------------------------------------------------------------------------- INVESTMENT ALTERNATIVES The Contract offers 49 investment alternatives including: .3 Fixed Account Options (which credit interest at rates we guarantee) .46 Variable Sub-Accounts investing in Portfolios offering professional money management by these investment advisers: . A I M Advisors, Inc. . The Dreyfus Corporation . Fidelity Management & Research Company . Franklin Advisers, Inc. . Franklin Mutual Advisers, LLC . Goldman Sachs Asset Management, L.P. . MFS/TM/ Investment Management . OppenheimerFunds, Inc. . Putnam Investment Management, LLC . Templeton Asset Management Ltd. . Templeton Investment Counsel, LLC . Van Kampen * To find out current rates being paid on the Fixed Account Options or how the Variable Sub-Accounts have performed, call us at 1-800-755-5275. *Morgan Stanley Investment Management Inc., the adviser to the UIF Portfolios, does business in certain instances as Van Kampen. - --------------------------------------------------------------------------------------- 7 PROSPECTUS

SPECIAL SERVICES For your convenience, we offer these special services: . AUTOMATIC PORTFOLIO REBALANCING PROGRAM . AUTOMATIC ADDITIONS PROGRAM . DOLLAR COST AVERAGING PROGRAM . SYSTEMATIC WITHDRAWAL PROGRAM - --------------------------------------------------------------------------------------- INCOME PAYMENTS You can choose fixed income payments, variable income payments, or a combination of the two. You can receive your income payments in one of the following ways: . life income with guaranteed payments .a "joint and survivor" life income with guaranteed payments .guaranteed payments for a specified period (5 to 30 years) Prior to January 1, 2004, we offered an Income Benefit Rider. - --------------------------------------------------------------------------------------- DEATH BENEFIT If you or the ANNUITANT (if the Contract is owned by a non-living person) die before the PAYOUT START DATE, we will pay the death benefit described in the Contract. We also offer an Enhanced Death Benefit Rider and an Enhanced Earnings Death Benefit Rider. - --------------------------------------------------------------------------------------- TRANSFERS Before the Payout Start Date, you may transfer your Contract Value among the investment alternatives, with certain restrictions. We do not currently impose a fee upon transfers. However, we reserve the right to charge $10 per transfer (up to 0.50% of the amount transferred per transaction for ALLSTATE PROVIDER EXTRA CONTRACTS) after the 12th transfer in each "CONTRACT YEAR", which we measure from the date we issue your Contract or a Contract Anniversary. - --------------------------------------------------------------------------------------- WITHDRAWALS You may withdraw some or all of your Contract Value at any time prior to the Payout Start Date. In general, you must withdraw at least $50 at a time. Full or partial withdrawals are available under limited circumstances on or after the Payout Start Date. Withdrawals taken prior to annuitization (referred to in this prospectus as the Payout Phase) are generally considered to come from the earnings in the Contract first. If the Contract is tax-qualified, generally all withdrawals are treated as distributions of earnings. Withdrawals of earnings are taxed as ordinary income and, if taken prior to age 59 1/2, may be subject to an additional 10% federal tax penalty. A withdrawal charge (ALLSTATE PROVIDER ULTRA CONTRACTS and ALLSTATE PROVIDER EXTRA CONTRACTS only) and a MARKET VALUE ADJUSTMENT also may apply. - --------------------------------------------------------------------------------------- 8 PROSPECTUS

HOW THE CONTRACT WORKS - -------------------------------------------------------------------------------- The Contract basically works in two ways. First, the Contract can help you (we assume you are the CONTRACT OWNER) save for retirement because you can invest in up to 49 investment alternatives and generally pay no federal income taxes on any earnings until you withdraw them. You do this during what we call the "ACCUMULATION PHASE" of the Contract. The Accumulation Phase begins on the date we issue your Contract (we call that date the "ISSUE DATE") and continues until the Payout Start Date, which is the date we apply your money to provide income payments. During the Accumulation Phase, you may allocate your purchase payments to any combination of the Variable Sub-Accounts and/or Fixed Account Options. If you invest in any of the three Fixed Account Options, you will earn a fixed rate of interest that we declare periodically. If you invest in any of the Variable Sub-Accounts, your investment return will vary up or down depending on the performance of the corresponding Portfolios. Second, the Contract can help you plan for retirement because you can use it to receive retirement income for life and/ or for a pre-set number of years, by selecting one of the income payment options (we call these "INCOME PLANS") described on page 30. You receive income payments during what we call the "PAYOUT PHASE" of the Contract, which begins on the Payout Start Date and continues until we make the last payment required by the Income Plan you select. During the Payout Phase, if you select a fixed income payment option, we guarantee the amount of your payments, which will remain fixed. If you select a variable income payment option, based on one or more of the Variable Sub-Accounts, the amount of your payments will vary up or down depending on the performance of the corresponding Portfolios. The amount of money you accumulate under your Contract during the Accumulation Phase and apply to an Income Plan will determine the amount of your income payments during the Payout Phase. The timeline below illustrates how you might use your Contract. Issue Payout Start Date Accumulation Phase Date Payout Phase - ------------------------------------------------------------------------------------------------------------> You buy You save for retirement You elect to receive You can receive Or you can receive a Contract income payments or income payments income payments receive a lump sum for a set period for life payment As the Contract Owner, you exercise all of the rights and privileges provided by the Contract. If you die, any surviving Contract Owner or, if none, the BENEFICIARY will exercise the rights and privileges provided by the Contract. See "The Contract." In addition, if you die before the Payout Start Date, we will pay a death benefit to any surviving Contract Owner, or if there is none, to your Beneficiary. See "Death Benefits." Please call us at 1-800-755-5275 if you have any questions about how the Contract works. 9 PROSPECTUS

*We discontinued offering the Income Benefit Rider as of January 1, 2004. Fees shown apply to Contract Owners who selected the Rider prior to January 1, 2004. If you elect the Enhanced Earnings Death Benefit Rider, we will deduct an annual charge of up to 0.35% of your Contract Value on each Contract Anniversary during the Accumulation Phase. The charge is based on the oldest Contract owner's age as of the Rider Application Date, as follows: Age Annual Charge - ------------------------------------------------------------------------------- 0-55 0.10% - ------------------------------------------------------------------------------- 56-65 0.20% - ------------------------------------------------------------------------------- 66-75 0.35% - ------------------------------------------------------------------------------- We will deduct this charge from your Contract Value in the Variable Account on a pro rata basis. If the Contract Value in the Variable Account is not sufficient to cover the charge, we will deduct the remaining charge from the fixed Guaranteed Periods, beginning with the oldest fixed Guaranteed Period (see "EXPENSES" on page 26 for additional information). Fixed Guarantee Periods may not be available in all states. ANNUAL PORTFOLIO EXPENSES The next table shows the minimum and maximum total operating expenses charged by the Portfolios that you may pay periodically during the time that you own the Contract. These are expenses that are deducted from Portfolio assets, and may include management fees, distribution and/or services (12b-1) fees, and other expenses. Advisers and/or other service providers of certain Portfolios may have agreed to waive their fees and/or reimburse Portfolio expenses in order to keep the Portfolios' expenses below specified limits. In some cases these expense limitations are contractual. In other cases these expense limitations are voluntary and may be terminated at any time. More detail concerning each Portfolio's fees and expenses appears in the prospectus for each Portfolio. ANNUAL PORTFOLIO EXPENSES - -------------------------------------------------------------------------------- Minimum Maximum - -------------------------------------------------------------------------------- Total Annual Portfolio 0.27% 1.80% Operating Expenses/1/ - -------------------------------------------------------------------------------- (1) Expenses are shown as a percentage of Portfolio average daily net assets (before any waiver or reimbursement) as of December 31, 2003. The following examples are intended to help you compare the cost of investing in the Contract with the cost of investing in the other variable annuity contracts. These costs include Contract owner transaction expenses, Contract fees, Variable Account annual expenses, and Portfolio fees and expenses. In each case, the first line of the Example assumes that the maximum fees and expenses of any of the Portfolios are charged. The second line of the Example assumes that the minimum fees and expenses of any of the Portfolios are charged. Your actual expenses may be higher or lower than those shown below. EXAMPLE 1 (ALLSTATE PROVIDER ADVANTAGE CONTRACTS) The Example below shows the dollar amount of expenses that you would bear directly or indirectly if you: .. invested $10,000 in the Contract for the time period indicated, .. earned a 5% annual return on your investment, .. elected the Enhanced Death Benefit and Income Benefit Riders, and .. elected the Enhanced Earnings Death Benefit Rider (assuming Contract owner is age 66-75 on the Rider Application Date). THE EXAMPLE DOES NOT INCLUDE ANY TAXES OR TAX PENALTIES YOU MAY BE REQUIRED TO PAY IF YOU SURRENDER YOUR CONTRACT. 1 Year 3 Years 5 Years 10 Years - --------------------------------------------------------------------------------------------------- Costs Based on Maximum Annual $466 $1,408 $2,363 $4,809 Portfolio Expenses - --------------------------------------------------------------------------------------------------- Costs Based on Minimum Annual $309 $948 $1,613 $3,402 Portfolio Expenses - --------------------------------------------------------------------------------------------------- 11 PROSPECTUS

PLEASE REMEMBER THAT YOU ARE LOOKING AT EXAMPLES AND NOT A REPRESENTATION OF PAST OR FUTURE EXPENSES. YOUR RATE OF RETURN MAY BE HIGHER OR LOWER THAN 5%, WHICH IS NOT GUARANTEED. THE EXAMPLES DO NOT ASSUME THAT ANY PORTFOLIO EXPENSE WAIVERS OR REIMBURSEMENT ARRANGEMENTS ARE IN EFFECT FOR THE PERIODS PRESENTED. THE ABOVE EXAMPLES ASSUME THE ELECTION OF THE ENHANCED DEATH BENEFIT AND INCOME BENEFIT RIDERS WITH A TOTAL MORTALITY AND EXPENSE RISK CHARGE OF 1.95% FOR ALLSTATE PROVIDER ADVANTAGE CONTRACTS AND THE ENHANCED EARNINGS DEATH BENEFIT RIDER WITH AN ANNUAL FEE OF 0.35%. IF THOSE RIDERS WERE NOT ELECTED, THE EXPENSE FIGURES SHOWN ABOVE WOULD BE SLIGHTLY LOWER. THE EXAMPLES REFLECT THE DEDUCTION OF THE ANNUAL CONTRACT MAINTENANCE CHARGE OF $35. EXAMPLE 2 (ALLSTATE PROVIDER EXTRA CONTRACTS) The Example below shows the dollar amount of expenses that you would bear directly or indirectly if you: .. invested $10,000 in the Contract for the time period indicated, .. earned a 5% annual return on your investment, .. surrendered your Contract, or began receiving income payments for a specified period of less than 120 months, at the end of each time period, and elected the Enhanced Death Benefit and Income Benefit Riders, and .. elected the Enhanced Earnings Death Benefit Rider (assuming Contract owner is age 66-75 on the Rider Application Date). The Example does not include any taxes or tax penalties you may be required to pay if you surrender your Contract. 1 Year 3 Years 5 Years 10 Years - --------------------------------------------------------------------------------------------------- Costs Based on Maximum Annual $1,141 $1,988 $2,765 $4,767 Portfolio Expenses - --------------------------------------------------------------------------------------------------- Costs Based on Minimum Annual $984 $1,527 $2,012 $3,353 Portfolio Expenses - --------------------------------------------------------------------------------------------------- EXAMPLE 3 (ALLSTATE PROVIDER EXTRA CONTRACTS) This example uses the same assumptions as Example 2 above, except that it assumes you decided not to surrender your Contract, or you began receiving income payments for a specified period of at least 120 months, at the end of the time period. 1 Year 3 Years 5 Years 10 Years - ---------------------------------------------------------------------------------------- Costs Based on Maximum Annual Portfolio $461 $1,393 $2,340 $4,767 Expenses - ---------------------------------------------------------------------------------------- Costs Based on Minimum Annual Portfolio $304 $932 $1,587 $3,353 Expenses - ---------------------------------------------------------------------------------------- PLEASE REMEMBER THAT YOU ARE LOOKING AT EXAMPLES AND NOT A REPRESENTATION OF PAST OR FUTURE EXPENSES. YOUR RATE OF RETURN MAY BE HIGHER OR LOWER THAN 5%, WHICH IS NOT GUARANTEED. THE EXAMPLES DO NOT ASSUME THAT ANY PORTFOLIO EXPENSE WAIVERS OR REIMBURSEMENT ARRANGEMENTS ARE IN EFFECT FOR THE PERIODS PRESENTED. THE ABOVE EXAMPLES ASSUME THE ELECTION OF THE ENHANCED DEATH BENEFIT AND INCOME BENEFIT RIDERS WITH A TOTAL MORTALITY AND EXPENSE RISK CHARGE OF 1.90% FOR ALLSTATE PROVIDER EXTRA CONTRACTS AND THE ENHANCED EARNINGS DEATH BENEFIT RIDER WITH AN ANNUAL FEE OF 0.35%. IF THOSE RIDERS WERE NOT ELECTED, THE EXPENSE FIGURES SHOWN ABOVE WOULD BE SLIGHTLY LOWER. THE EXAMPLES REFLECT THE DEDUCTION OF THE ANNUAL CONTRACT MAINTENANCE CHARGE OF $35. 12 PROSPECTUS

EXAMPLE 4 (ALLSTATE PROVIDER ULTRA CONTRACTS) The Example below shows the dollar amount of expenses that you would bear directly or indirectly if you: .. invested $10,000 in the Contract for the time period indicated, .. earned a 5% annual return on your investment, .. surrendered your Contract, or you began receiving income payments for a specified period of less tan 120 months, at the end of each time period, .. elected the Enhanced Death Benefit and Income Benefit Riders, and .. elected the Enhanced Earnings Death Benefit Rider (assuming Contract owner is age 66-75 on the Rider Application Date). THE EXAMPLE DOES NOT INCLUDE ANY TAXES OR TAX PENALTIES YOU MAY BE REQUIRED TO PAY IF YOU SURRENDER YOUR CONTRACT. 1 Year 3 Years 5 Years 10 Years - --------------------------------------------------------------------------------------------------- Costs Based on Maximum Annual $956 $1,774 $2,608 $4,638 Portfolio Expenses - --------------------------------------------------------------------------------------------------- Costs Based on Minimum Annual $799 $1,311 $1,851 $3,202 Portfolio Expenses - --------------------------------------------------------------------------------------------------- EXAMPLE 5 (ALLSTATE PROVIDER ULTRA CONTRACTS) This example uses the same assumptions as Example 4 above, except that it assumes you decided not to surrender your Contract, or you began receiving income payments for a specified period of at least 120 months, at the end of the time period. 1 Year 3 Years 5 Years 10 Years - ---------------------------------------------------------------------------------------- Costs Based on Maximum Annual Portfolio $446 $1,349 $2,268 $4,638 Expenses - ---------------------------------------------------------------------------------------- Costs Based on Minimum Annual Portfolio $289 $886 $1,511 $3,202 Expenses - ---------------------------------------------------------------------------------------- PLEASE REMEMBER THAT YOU ARE LOOKING AT EXAMPLES AND NOT A REPRESENTATION OF PAST OR FUTURE EXPENSES. YOUR RATE OF RETURN MAY BE HIGHER OR LOWER THAN 5%, WHICH IS NOT GUARANTEED. THE EXAMPLES DO NOT ASSUME THAT ANY PORTFOLIO EXPENSE WAIVERS OR REIMBURSEMENT ARRANGEMENTS ARE IN EFFECT FOR THE PERIODS PRESENTED. THE ABOVE EXAMPLES ASSUME THE ELECTION OF THE ENHANCED DEATH BENEFIT AND INCOME BENEFIT RIDERS WITH A TOTAL MORTALITY AND EXPENSE RISK CHARGE OF 1.75% FOR ALLSTATE PROVIDER ULTRA CONTRACTS AND THE ENHANCED EARNINGS DEATH BENEFIT RIDER WITH AN ANNUAL FEE OF 0.35%. IF THOSE RIDERS WERE NOT ELECTED, THE EXPENSE FIGURES SHOWN ABOVE WOULD BE SLIGHTLY LOWER. THE EXAMPLES REFLECT THE DEDUCTION OF THE ANNUAL CONTRACT MAINTENANCE CHARGE OF $35. 13 PROSPECTUS

FINANCIAL INFORMATION - -------------------------------------------------------------------------------- To measure the value of your investment in the Variable Sub-Accounts during the Accumulation Phase, we use a unit of measure we call the "ACCUMULATION UNIT". Each Variable Sub-Account has a separate value for its Accumulation Units which we call "ACCUMULATION UNIT VALUE." Accumulation Unit Value is analogous to, but not the same as, the share price of a mutual fund. The financial statements of Allstate and Allstate Financial Advisors Separate Account I, which includes financial information giving effect to the Consolidation on a pro forma basis, also appear in the Statement of Additional Information. For a free copy of the Statement of Additional Information, please write or call us at 1-800- 755-5275. THE CONTRACT - -------------------------------------------------------------------------------- CONTRACT OWNER Each Contract is an agreement between you, the Contract Owner, and Allstate, a life insurance company. As the Contract Owner, you may exercise all of the rights and privileges provided to you by the Contract. That means it is up to you to select or change (to the extent permitted): .. the investment alternatives during the Accumulation and Payout Phases, .. the amount and timing of your purchase payments and withdrawals, .. the programs you want to use to invest or withdraw money, .. the income payment plan you want to use to receive retirement income, .. the Annuitant (either yourself or someone else) on whose life the income payments will be based, .. the Beneficiary or Beneficiaries who will receive the benefits that the Contract provides when the last surviving Contract Owner dies, and .. any other rights that the Contract provides. If you die, any surviving Contract Owner, or, if none, the Beneficiary may exercise the rights and privileges provided to them by the Contract. The Contract cannot be jointly owned by both a non-living person and a living person. If the Contract Owner is a grantor trust, the Contract Owner will be considered a non-living person for purposes of this section and the Death Benefits section.The maximum age of any Contract owner on the date we receive the completed application for each Contract is as follows: .. 90 - Allstate Provider Advantage .. 90 - Allstate Provider Ultra .. 80 - Allstate Provider Extra You may change the Contract owner at any time. We will provide a change of ownership form to be signed by you and filed with us. After we accept the form, the change of ownership will be effective as of the date you signed the form. Until we receive your written notice to change the Contract owner, we are entitled to rely on the most recent ownership information in our files. We will not be liable as to any payment or settlement made prior to receiving the written notice. Accordingly, if you wish to change the Contract owner, you should deliver your written notice to us promptly. Each change is subject to any payment made by us or any other action we take before we accept the change. Changing ownership of this contract may cause adverse tax consequences and may not be allowed under qualified plans. Please consult with a competent tax advisor prior to making a request for a change of Contract Owner. The Contract can also be purchased as an IRA or TSA (also known as a 403(b)). The endorsements required to qualify these annuities under the Internal Revenue Code of 1986, as amended, ("Code") may limit or modify your rights and privileges under the Contract. ANNUITANT The Annuitant is the individual whose life determines the amount and duration of income payments (other than under Income Plans with guaranteed payments for a specified period). You initially designate an Annuitant in your application. You may change the Annuitant at any time prior to the Payout Start Date (only if the Contract owner is a living person). Once we accept a change, it takes effect as of the date you signed the request. Each change is subject to any payment we make or other action we take before we accept it. You may designate a joint Annuitant, who is a second person on whose life income payments depend. We permit you to name a joint annuitant when you elect an Income Plan. If the Annuitant dies prior to the Payout Start Date, the new Annuitant will be: (i) the youngest Contract owner; otherwise, (ii) the youngest Beneficiary. The maximum age of any Annuitant on the date we receive the completed application for each Contract is as follows: .. 90 - Allstate Provider Advantage .. 90 - Allstate Provider Ultra .. 80 - Allstate Provider Extra 14 PROSPECTUS

BENEFICIARY You may name one or more primary and contingent Beneficiaries when you apply for a Contract. The primary Beneficiary is the person who may elect to receive the death benefit or become the new Contract Owner pursuant to the Contract if the sole surviving Contract Owner dies before the Payout Start Date. If the sole surviving Contract owner dies after the Payout Start Date, the primary Beneficiary will receive any guaranteed income payments scheduled to continue. A contingent Beneficiary is the person selected by the Contract Owner who will exercise the rights of the primary Beneficiary if all named primary Beneficiaries die before the death of the sole surviving Contract Owner. You may change or add Beneficiaries at any time, unless you have designated an irrevocable Beneficiary. We will provide a change of Beneficiary form to be signed by you and filed with us. After we accept the form, the change of Beneficiary will be effective as of the date you signed the form. Until we receive your written notice to change a Beneficiary, we are entitled to rely on the most recent Beneficiary information in our files. Accordingly, if you wish to change your Beneficiary, you should deliver your written notice to us promptly. Each beneficiary change is subject to any payment made by us or any other action we take before we accept the change. If you did not name a Beneficiary or, unless otherwise provided in the Beneficiary designation, if a named Beneficiary is no longer living and there are no other surviving primary or contingent Beneficiaries the new Beneficiary will be: .. your spouse or, if he or she is no longer alive, .. your surviving children equally, or if you have no surviving children, .. your estate. If one or more Beneficiaries survive you, we will divide the death benefit among the surviving Beneficiaries according to your most recent written instructions. If you have not given us written instructions, we will pay the death benefit in equal amounts to the surviving Beneficiaries. If there is more than one Beneficiary in a class and one of the Beneficiaries predeceases the Owner, the remaining Beneficiaries in that class will divide the deceased Beneficiary share in proportion to the original share of the remaining Beneficiaries. If there is more than one Beneficiary taking shares of the death proceeds, each Beneficiary will be treated as a separate and independent owner of his or her respective share of the death proceeds. Each Beneficiary will exercise all rights related to his or her share of the death proceeds, including the sole right to select a payout option, subject to any restrictions previously placed upon the Beneficiary. Each Beneficiary may designate a Beneficiary(ies) for his or her respective share, but that designated Beneficiary(ies) will be restricted to the payout option chosen by the original Beneficiary. If there is more than one Beneficiary and one of the Beneficiaries is a corporation or other type of non-living person, all Beneficiaries will be considered to be non-living persons for the above purposes. MODIFICATION OF THE CONTRACT Only a Allstateofficer may approve a change in or waive any provision of the Contract. Any change or waiver must be in writing. None of our agents have the authority to change or waive the provisions of the Contract. We may not change the terms of the Contract without your consent, except to conform the Contract to applicable law or changes in the law. If a provision of the Contract is inconsistent with state law, we will follow state law. ASSIGNMENT No owner has a right to assign any interest in a Contract as collateral or security for a loan. However, you may assign periodic income payments under the Contract prior to the Payout Start Date. No Beneficiary may assign benefits under the Contract until they are payable to the Beneficiary. We will not be bound by any assignment until the assignor signs it and files it with us. We are not responsible for the validity of any assignment. Federal law prohibits or restricts the assignment of benefits under many types of retirement plans and the terms of such plans may themselves contain restrictions on assignments. An assignment may also result in taxes or tax penalties. YOU SHOULD CONSULT AN ATTORNEY BEFORE TRYING TO ASSIGN YOUR CONTRACT. 15 PROSPECTUS

PURCHASES - -------------------------------------------------------------------------------- MINIMUM PURCHASE PAYMENTS Your initial purchase payment must be at least $5,000 ($2,000 for Contracts issued within an IRA or TSA). All subsequent purchase payments must be $50 or more. You may make purchase payments at any time prior to the Payout Start Date. We reserve the right to limit the maximum amount of purchase payments we will accept. The most we will accept without our prior approval is $1,000,000. We reserve the right to limit the availability of investment alternatives. We also reserve the right to reject any application. AUTOMATIC ADDITIONS PROGRAM You may make subsequent purchase payments by automatically transferring money from your bank account. Consult your representative for more detailed information. ALLOCATION OF PURCHASE PAYMENTS At the time you apply for a Contract, you must decide how to allocate your purchase payments among the investment alternatives. The allocation you specify on your application will be effective immediately. All allocations must be in whole percents that total 100% or in whole dollars. You can change your allocations by notifying us in writing. We will allocate your purchase payments to the investment alternatives according to your most recent instructions on file with us. Unless you notify us in writing otherwise, we will allocate subsequent purchase payments according to the allocation for the previous purchase payment. We will effect any change in allocation instructions at the time we receive written notice of the change in good order. We will credit the initial purchase payment that accompanies your completed application to your Contract within 2 business days after we receive the payment at our home office. If your application is incomplete, we will ask you to complete your application within 5 business days. If you do so, we will credit your initial purchase payment to your Contract within that 5 business day period. If you do not, we will return your purchase payment at the end of the 5 business day period unless you expressly allow us to hold it until you complete the application. We will credit subsequent purchase payments to the Contract at the close of the business day on which we receive the purchase payment at our home office. We are open for business each day Monday through Friday that the New York Stock Exchange is open for business. We also refer to these days as "VALUATION DATES." Our business day closes when the New York Stock Exchange closes, usually 4 p.m. Eastern Time (3 p.m. Central Time). If we receive your purchase payment after 3 p.m. Central Time on any Valuation Date, we will credit your purchase payment using the Accumulation Unit Values computed on the next Valuation Date. CREDIT ENHANCEMENT (ALLSTATE PROVIDER EXTRA CONTRACTS ONLY) Each time you make a purchase payment, we will add to your Contract Value a Credit Enhancement equal to 4% of the purchase payment. We will allocate any Credit Enhancements to the investment alternatives according to the allocation instructions you have on file with us at the time we receive your purchase payment. We will allocate each Credit Enhancement among the investment alternatives in the same proportions as the corresponding purchase payment (except that any portion of the Credit Enhancement corresponding to the value in any Fixed Account Option will instead be allocated to the Money Market Variable Sub-account). Thereafter you may instruct us to allocate these funds to any investment alternative you choose. Credit Enhancements are treated as "earnings" for purposes of determining withdrawal charges and free withdrawal amounts on surrenders and partial withdrawals. Similarly, we do not consider Credit Enhancements to be investments in the Contract for income tax purposes. We use a portion of the withdrawal charge and mortality and expense risk charge to help recover the cost of providing the Credit Enhancement under the Contract. See "Expenses." Under certain circumstances (such as a period of poor market performance) the cost associated with the Credit Enhancement may exceed the sum of the Credit Enhancement and any related earnings. You should consider this possibility before purchasing the Contract. RIGHT TO CANCEL You may cancel the Contract by returning it to us within the Cancellation Period, which is the 20 day period after you receive the Contract, or a longer period should your state require it. You may return it by delivering it or mailing it to us. If you exercise this "RIGHT TO CANCEL," the Contract terminates and we will pay you the full amount of your purchase payments allocated to the Fixed Account. We also will return your purchase payments allocated to the Variable Account adjusted, to the extent federal or state law permits, to reflect investment gain or loss including the deduction of mortality and expense risk charges and administrative expense charges that occurred from the date of allocation through the date of cancellation. Some states may require us to return a greater amount to you. If your Contract is qualified under Code Section 408(b), we will refund the greater of any purchase payment or the Contract Value. 16 PROSPECTUS

For ALLSTATE PROVIDER EXTRA CONTRACTS, the amount we return to you upon exercise of this Right to Cancel will not include any Credit Enhancement or the amount of charges deducted prior to cancellation but will reflect, except in states where we are required to return the amount of your purchase payments, any investment gain or loss associated with your Variable Account purchase payments and with the Credit Enhancement. In states where we are required to refund purchase payments, we reserve the right during the Cancellation Period to invest any purchase payments you allocated to a Variable Sub-Account to the Money Market Variable Sub-Account available under the Contract. We will notify you if we do so. At the end of the Cancellation Period, we will allocate the amount in the Money Market Variable Sub-Account to the Variable Sub-Account as you originally designated. CONTRACT VALUE - -------------------------------------------------------------------------------- On the Issue Date, the Contract Value is equal to: .. your initial purchase payment for ALLSTATE PROVIDER ADVANTAGE CONTRACTS and ALLSTATE PROVIDER ULTRA CONTRACTS .. your initial purchase payment plus the Credit Enhancement for ALLSTATE PROVIDER EXTRA CONTRACTS. Your Contract Value at any time during the Accumulation Phase is equal to the sum of the value of your Accumulation Units in the Variable Sub-Accounts you have selected, plus the value of your investment in the Fixed Account Options. ACCUMULATION UNITS To determine the number of Accumulation Units of each Variable Sub-Account to credit to your Contract, we divide (i) the amount of the purchase payment or transfer you have allocated to a Variable Sub-Account by (ii) the Accumulation Unit Value of that Variable Sub-Account next computed after we receive your payment or transfer. For example, if we receive a $10,000 purchase payment allocated to a Variable Sub-Account when the Accumulation Unit Value for the Sub-Account is $10, we would credit 1,000 Accumulation Units of that Variable Sub-Account to your Contract. For ALLSTATE PROVIDER EXTRA CONTRACTS, we would also credit an additional 40 Accumulation Units of that Variable Sub-Account to your Contract to reflect the 4% Credit Enhancement on your purchase payment. See "Credit Enhancement." Withdrawals and transfers from a Variable Sub-Account would, of course, reduce the number of Accumulation Units of that Sub-Account allocated to your Contract. ACCUMULATION UNIT VALUE As a general matter, the Accumulation Unit Value for each Variable Sub-Account will rise or fall to reflect: .. changes in the share price of the Portfolio in which the Variable Sub-Account invests, and .. the deduction of amounts reflecting the mortality and expense risk charge, administrative expense charge, and any provision for taxes that have accrued since we last calculated the Accumulation Unit Value. We determine contract maintenance charges, withdrawal charges (ALLSTATE PROVIDER ULTRA CONTRACTS and ALLSTATE PROVIDER EXTRA CONTRACTS only), Enhanced Earnings Death Benefit charges (if applicable) and transfer fees (currently waived) separately for each Contract. They do not affect Accumulation Unit Value. Instead, we obtain payment of those charges and fees by redeeming Accumulation Units. For details on how we calculate Accumulation Unit Value, please refer to the Statement of Additional Information. We determine a separate Accumulation Unit Value for each Variable Sub-Account on each Valuation Date. We also determine a separate set of Accumulation Unit Values reflecting the cost of the Enhanced Death Benefit Rider, the Income Benefit Rider,* and the Enhanced Death Benefit Rider with the Income Benefit* Rider. YOU SHOULD REFER TO THE PROSPECTUSES FOR THE FUNDS THAT ACCOMPANY THIS PROSPECTUS FOR A DESCRIPTION OF HOW THE ASSETS OF EACH PORTFOLIO ARE VALUED, SINCE THAT DETERMINATION DIRECTLY BEARS ON THE ACCUMULATION UNIT VALUE OF THE CORRESPONDING VARIABLE SUB-ACCOUNT AND, THEREFORE, YOUR CONTRACT VALUE. *We discontinued offering the Income Benefit Rider as of January 1, 2004. 17 PROSPECTUS

INVESTMENT ALTERNATIVES: THE VARIABLE SUB-ACCOUNTS - -------------------------------------------------------------------------------- You may allocate your purchase payments to up to 46 Variable Sub-Accounts. Each Variable Sub-Account invests in the shares of a corresponding Portfolio. Each Portfolio has its own investment objective(s) and policies. We briefly describe the Portfolios below. For more complete information about each Portfolio, including expenses and risks associated with the Portfolio, please refer to the accompanying prospectuses for the Funds. You should carefully review the Fund prospectuses before allocating amounts to the Variable Sub-Accounts. PORTFOLIO EACH PORTFOLIO SEEKS ADVISOR - ------------------------------------------------------------------------------- AIM VARIABLE INSURANCE FUNDS - ------------------------------------------------------------------------------- AIM V.I. Aggressive Long-term growth of capital Growth Fund - Series I - ---------------------------------------------------------------- AIM V.I. Balanced Fund Achieve as high a total return as - Series I possible, consistent with preservation of capital - ---------------------------------------------------------------- AIM V.I. Capital Growth of capital Appreciation Fund - Series I - ----------------------------------------------------------------A I M ADVISORS, INC. AIM V.I. Core Equity Growth of capital Fund - Series I - ---------------------------------------------------------------- AIM V.I. Dent Long-term growth of capital Demographic Trends Fund - Series I - ---------------------------------------------------------------- AIM V.I. Diversified A high level of current income Income Fund - Series I - ---------------------------------------------------------------- AIM V.I. Growth Fund - Growth of capital Series I - -------------------------------------------------------------------------------------------------------------------------- AIM V.I. International Long-term growth of capital Growth Fund - Series I - ---------------------------------------------------------------- AIM V.I. Premier Long-term growth of capital. Income Equity Fund - Series is a secondary objective I - ---------------------------------------------------------------- THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.; THE DREYFUS STOCK INDEX FUND; AND THE DREYFUS VARIABLE INVESTMENT FUND (COLLECTIVELY, THE DREYFUS FUNDS) - -------------------------------------------------------------------------------------------------------------------------- The Dreyfus Socially Capital growth and, secondarily, Responsible Growth current income Fund, Inc.-Initial Shares - ---------------------------------------------------------------- Dreyfus Stock Index To match the total return of the Fund -Initial Shares Standard & Poor's 500 Composite Stock THE DREYFUS CORPORATION Price Index - ---------------------------------------------------------------- Dreyfus VIF Growth & Long-term capital growth, current Income income and growth of income, Portfolio-Initial consistent with reasonable investment Shares risk - ---------------------------------------------------------------- Dreyfus VIF Money A high level of current income as is Market Portfolio consistent with the preservation of ---------------------------------------------------------- capital and the maintenance of liquidity - ---------------------------------------------------------------- FIDELITY/(R)/ VARIABLE INSURANCE PRODUCTS - -------------------------------------------------------------------------------------------------------------------------- Fidelity VIP Asset To maximize total return by allocating Manager Growth/(R)/ assets among stocks, bonds, short-term Portfolio-Service instruments and other investments Class 2 - ---------------------------------------------------------------- Fidelity VIP Long-term capital appreciation Contrafund/(R)/ Portfolio - Service Class 2 FIDELITY MANAGEMENT & RESEARCH COMPANY - ---------------------------------------------------------------- Fidelity VIP Reasonable income Equity-Income Portfolio - Service Class 2 - ---------------------------------------------------------------- Fidelity VIP Growth Capital appreciation Portfolio - Service Class 2 - -------------------------------------------------------------------------------------------------------------------------- Fidelity VIP High High level of current income while Income Portfolio - also considering growth of capital Service Class 2 18 PROSPECTUS

- ---------------------------------------------------------------- FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST - -------------------------------------------------------------------------------------------------------------------------- FTVIP Franklin Small Long-term capital growth FRANKLIN ADVISERS, INC. Cap Fund - Class 2/(1)/ - -------------------------------------------------------------------------------------------------------------------------- FTVIP Mutual Shares Capital appreciation. Secondary goal FRANKLIN MUTUAL ADVISERS, LLC Securities Fund - is income Class 2 - -------------------------------------------------------------------------------------------------------------------------- FTVIP Templeton Long-term capital appreciation Developing Markets TEMPLETON ASSET MANAGEMENT LTD. Securities Fund - Class 2 - -------------------------------------------------------------------------------------------------------------------------- FTVIP Templeton Long-term capital growth TEMPLETON INVESTMENT COUNSEL, LLC Foreign Securities Fund - Class 2 - -------------------------------------------------------------------------------------------------------------------------- GOLDMAN SACHS VARIABLE INSURANCE TRUST - -------------------------------------------------------------------------------------------------------------------------- Goldman Sachs VIT Long term growth of capital GOLDMAN SACHS ASSET CORE/SM/ Small Cap Equity Fund MANAGEMENT, L.P. - ---------------------------------------------------------------- Goldman Sachs VIT Long-term growth of capital and CORE/SM/ U.S. Equity dividend income ---------------------------------------------------------- Fund - ---------------------------------------------------------------- MFS/(R)/VARIABLE INSURANCE TRUST-/SM/- - -------------------------------------------------------------------------------------------------------------------------- MFS Emerging Growth Long-term growth of capital Series - Service Class - ---------------------------------------------------------------- MFS Investors Trust Long-term growth of capital with a Series - Service secondary objective to seek Class reasonable current income MFS/TM/ INVESTMENT MANAGEMENT - ---------------------------------------------------------------- MFS New Discovery Capital appreciating Series - Service Class - ---------------------------------------------------------------- MFS Research Series - Long-term growth of capital and future Service Class income - ---------------------------------------------------------------- MFS Utility Series - Capital growth and current income Service Class - ---------------------------------------------------------------- OPPENHEIMER VARIABLE ACCOUNT FUNDS - -------------------------------------------------------------------------------------------------------------------------- Oppenheimer Aggressive Capital appreciation Growth Fund/VA - ---------------------------------------------------------------- Oppenheimer Capital Capital appreciation by investing in Appreciation Fund/VA securities of well-known, established companies. OPPENHEIMERFUNDS, INC. - ---------------------------------------------------------------- Oppenheimer Global Long-term capital appreciation Securities Fund/VA - ---------------------------------------------------------------- Oppenheimer Main High total return, which includes Street Fund/VA growth in the value of its shares as well as current income, from equity and debt securities ---------------------------------------------------------- - ---------------------------------------------------------------- Oppenheimer Strategic High level of current income Bond Fund/VA - ---------------------------------------------------------------- PUTNAM VARIABLE TRUST - -------------------------------------------------------------------------------------------------------------------------- Putnam VT Growth and Capital growth and current income. Income Fund - Class IB - ---------------------------------------------------------------- Putnam VT Growth Capital appreciation. Opportunities Fund - Class IB - ----------------------------------------------------------------PUTNAM INVESTMENT MANAGEMENT, LLC Putnam VT Health Capital appreciation. Sciences Fund - Class IB - ---------------------------------------------------------------- Putnam VT Capital appreciation. International Equity Fund - Class IB - ---------------------------------------------------------------- Putnam VT New Value Long-term capital appreciation. ---------------------------------------------------------- Fund - Class IB - ---------------------------------------------------------------- Putnam VT Research Capital appreciation. Fund - Class IB 19 PROSPECTUS

- ---------------------------------------------------------------- THE UNIVERSAL INSTITUTIONAL FUNDS, INC. - -------------------------------------------------------------------------------------------------------------------------- Van Kampen UIF Core Above-average total return over a Plus Fixed Income market cycle of three to five years Portfolio - Class I - ---------------------------------------------------------------- Van Kampen UIF Equity Long-term capital appreciation by Growth Portfolio - investing primarily in growth-oriented Class I/(3)/ equity securities of large capitalization companies - ---------------------------------------------------------------- Van Kampen UIF Global Long-term capital appreciation VAN KAMPEN/(2//)/ Value Equity Portfolio - Class I - ---------------------------------------------------------------- Van Kampen UIF U.S. Above-average total return over a Mid Cap Value market cycle of three to five years Portfolio - Class I /(4,5)/ - ---------------------------------------------------------------- Van Kampen UIF U.S. Above-average current income and Real Estate Portfolio long-term capital appreciation by - Class I investing primarily in equity securities of companies in the U.S. real estate industry, including real ---------------------------------------------------------- estate investment trusts - ---------------------------------------------------------------- Van Kampen UIF Value Above-average total return over a Portfolio - Class I market cycle of three to five years - ---------------------------------------------------------------- *A portfolio's investment objective may be changed by the Fund's Board of Trustees without shareholder approval. (1) Sub-advised by Fidelity Management & Research Company (2) Morgan Stanley Investment Management Inc., the adviser to the UIF Portfolios, does business in certain instances as Van Kampen. (3) Effective April 30, 2004, the LSA Capital Growth Fund and the LSA Equity Growth Fund were merged into the Van Kampen UIF Equity Growth Portfolio, Class I. (4) Effective September 30, 2003, the Portfolio changed its name from the Van Kampen UIF Mid Cap Core Portfolio to the Van Kampen UIF U.S. Mid Cap Value Portfolio. We have made a corresponding change in the name of the Variable Sub-Account that invests in that Portfolio. (5) Effective April 30, 2004, the LSA Mid Cap Value Fund was merged into the Van Kampen UIF Mid Cap Value Portfolio, Class I. VARIABLE INSURANCE PORTFOLIOS MAY NOT BE MANAGED BY THE SAME PORTFOLIO MANAGERS WHO MANAGE RETAIL MUTUAL FUNDS WITH SIMILAR NAMES. THESE PORTFOLIOS ARE LIKELY TO DIFFER FROM RETAIL MUTUAL FUNDS IN ASSETS, CASH FLOW, AND TAX MATTERS. ACCORDINGLY, THE HOLDINGS AND INVESTMENT RESULTS OF A PORTFOLIO CAN BE EXPECTED TO BE HIGHER OR LOWER THAN THE INVESTMENT RESULTS OF SIMILARLY NAMED RETAIL MUTUAL FUNDS. AMOUNTS YOU ALLOCATE TO VARIABLE SUB-ACCOUNTS MAY GROW IN VALUE, DECLINE IN VALUE, OR GROW LESS THAN YOU EXPECT, DEPENDING ON THE INVESTMENT PERFORMANCE OF THE PORTFOLIOS IN WHICH THOSE VARIABLE SUB-ACCOUNTS INVEST. YOU BEAR THE INVESTMENT RISK THAT THE PORTFOLIOS MIGHT NOT MEET THEIR INVESTMENT OBJECTIVES. SHARES OF THE PORTFOLIOS ARE NOT DEPOSITS, OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY ANY BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. 20 PROSPECTUS

INVESTMENT ALTERNATIVES: THE FIXED ACCOUNT OPTIONS - -------------------------------------------------------------------------------- You may allocate all or a portion of your purchase payments (and Credit Enhancements for ALLSTATE PROVIDER EXTRA CONTRACTS) to the Fixed Account. You may choose from among 3 Fixed Account Options, including 2 Dollar Cost Averaging options and the option to invest in one or more Guarantee Periods included in the Guaranteed Maturity Fixed Account. We may offer additional Fixed Account options in the future. We will credit a minimum annual interest rate of 3% to money you allocate to any of the Dollar Cost Averaging Fixed Account Options. The Fixed Account Options may not be available in all states. Please consult with your representative for current information. The Fixed Account supports our insurance and annuity obligations. The Fixed Account consists of our general account assets other than those in segregated asset accounts. We have sole discretion to invest the assets of the Fixed Account, subject to applicable law. Any money you allocate to a Fixed Account Option does not entitle you to share in the investment experience of the Fixed Account. DOLLAR COST AVERAGING FIXED ACCOUNT OPTIONS SHORT TERM DOLLAR COST AVERAGING FIXED ACCOUNT OPTION. You may establish a Short Term Dollar Cost Averaging Program by allocating purchase payments to the SHORT TERM DOLLAR COST AVERAGING FIXED ACCOUNT OPTION ("SHORT TERM DCA FIXED ACCOUNT OPTION"). We will credit interest to purchase payments (and Credit Enhancements for ALLSTATE PROVIDER EXTRA CONTRACTS) you allocate to this Option for up to six months at the current rate in effect at the time of allocation. We will credit interest daily at a rate that will compound at the annual interest rate we guaranteed at the time of allocation. We will follow your instructions in transferring amounts monthly from the Short Term DCA Fixed Account Option. However, you may not choose less than 3 or more than 6 equal monthly installments. Further, you must transfer each purchase payment (and Credit Enhancement for ALLSTATE PROVIDER EXTRA CONTRACTS) and associated interest out of this Option by means of Dollar Cost Averaging within 6 months. If you discontinue the Dollar Cost Averaging Program before the end of the transfer period, we will transfer the remaining balance in this Option to the Money Market Variable Sub-Account unless you request a different investment alternative. No transfers are permitted into the Short Term DCA Fixed Account. For each purchase payment (and Credit Enhancement for ALLSTATE PROVIDER EXTRA CONTRACTS) allocated to this Option, your first monthly transfer will occur at the end of the first month following such purchase payment. If we do not receive an allocation from you within one month of the date of payment, we will transfer each monthly installment to the money market Variable Sub-Account until we receive a different allocation instruction. Transferring Contract Value to the money market Variable Sub-Account in this manner may not be consistent with the theory of dollar cost averaging described on page 25. EXTENDED SHORT TERM DOLLAR COST AVERAGING FIXED ACCOUNT OPTION. You may establish an Extended Short Term Dollar Cost Averaging Program by allocating purchase payments to the EXTENDED SHORT TERM DOLLAR COST AVERAGING FIXED ACCOUNT OPTION ("EXTENDED SHORT TERM DCA FIXED ACCOUNT OPTION"). We will credit interest to purchase payments (and Credit Enhancements for ALLSTATE PROVIDER EXTRA CONTRACTS) you allocate to this Option for up to twelve months at the current rate in effect at the time of allocation. We will credit interest daily at a rate that will compound at the annual interest rate we guaranteed at the time of allocation. We will follow your instructions in transferring amounts monthly from the Extended Short Term DCA Fixed Account Option. However, you may not choose less than 7 or more than 12 equal monthly installments. Further, you must transfer each purchase payment (and Credit Enhancement for ALLSTATE PROVIDER EXTRA CONTRACTS) and associated interest out of this Option by means of dollar cost averaging within 12 months. If you discontinue the Dollar Cost Averaging Program before the end of the transfer period, we will transfer the remaining balance in this Option to the money market Variable Sub-Account unless you request a different investment alternative. No transfers are permitted into the Extended Short Term DCA Fixed Account. For each purchase payment (and Credit Enhancement for ALLSTATE PROVIDER EXTRA CONTRACTS) allocated to this Option, your first monthly transfer will occur at the end of the first month following such purchase payment. If we do not receive an allocation from you within one month of the date of payment, we will transfer each monthly installment to the money market Variable Sub-Account until we receive a different allocation instruction. Transferring Account Value to the Money Market Variable Sub-Account in this manner may not be consistent with the theory of dollar cost averaging described on page 25. At the end of the transfer period, any nominal amounts remaining in the Short Term Dollar Cost Averaging Fixed Account or the Extended Short Term Dollar Cost Averaging Fixed Account will be allocated to the Money Market Variable Sub-Account. INVESTMENT RISK We bear the investment risk for all amounts allocated to the Short Term DCA Fixed Account Option and the Extended Short Term DCA Fixed Account Option. That is because we guarantee the current and renewal interest rates we credit to the amounts you allocate to either of 21 PROSPECTUS

these Options, which will never be less than the minimum guaranteed rate in the Contract. Currently, we determine, in our sole discretion, the amount of interest credited in excess of the guaranteed rate. We may declare more than one interest rate for different monies based upon the date of allocation to the Short Term DCA Fixed Account Option and the Extended Short Term DCA Fixed Account Option. For current interest rate information, please contact your representative or our customer support unit at 1-800-755-5275. GUARANTEE PERIODS The Guaranteed Maturity Fixed Account is divided into Guarantee Periods. Each purchase payment (plus the appropriate portion of the Credit Enhancement for ALLSTATE PROVIDER EXTRA CONTRACTS) or transfer allocated to a Guarantee Period earns interest at a specified rate that we guarantee for a period of years. Guarantee Periods may range from 1 to 10 years. We are currently offering Guarantee Periods of 1, 3, 5, 7, and 10 years in length. In the future we may offer Guarantee Periods of different lengths or stop offering some Guarantee Periods. You select the Guarantee Period for each payment or transfer. If you do not select a Guarantee Period, we will assign the same period(s) you selected for your most recent purchase payment. Each purchase payment or transfer allocated to a Guarantee Period must be at least $50. We reserve the right to limit the number of additional purchase payments that you may allocate to this Option. INTEREST RATES. We will tell you what interest rates and Guarantee Periods we are offering at a particular time. We will not change the interest rate that we credit to a particular allocation until the end of the relevant Guarantee Period. We may declare different interest rates for Guarantee Periods of the same length that begin at different times. We have no specific formula for determining the rate of interest that we will declare initially or in the future. We will set those interest rates based on investment returns available at the time of the determination. In addition, we may consider various other factors in determining interest rates including regulatory and tax requirements, our sales commission and administrative expenses, general economic trends, and competitive factors. WE DETERMINE THE INTEREST RATES TO BE DECLARED IN OUR SOLE DISCRETION. WE CAN NEITHER PREDICT NOR GUARANTEE WHAT THOSE RATES WILL BE IN THE FUTURE. For current interest rate information, please contact your representative or Allstate at 1-800-755-5275. HOW WE CREDIT INTEREST. We will credit interest daily to each amount allocated to a Guarantee Period at a rate that compounds to the annual interest rate that we declared at the beginning of the applicable Guarantee Period. The following example illustrates how a purchase payment (and Credit Enhancement for ALLSTATE PROVIDER EXTRA CONTRACTS) allocated to a Guaranteed Period would grow, given an assumed Guarantee Period and annual interest rate: Purchase Payment (and Credit Enhancement for Allstate Provider Extra Contracts)......................................................... $10,000 Guarantee Period.................................................... 5 years Annual Interest Rate................................................ 4.50% YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 ---------- ---------- ---------- ---------- ------------ Beginning Contract Value................ $10,000.00 ^ (1 ^ Annual Interest Rate) 1.045 - ---------------------------------- $10,450.00 Contract Value at end of Contract Year..... $10,450.00 ^ (1 ^ Annual Interest Rate) 1.045 ---------- $10,920.25 Contract Value at end of Contract Year..... $10,920.25 ^ (1 ^ Annual Interest Rate) 1.045 ---------- $11,411.66 Contract Value at end of Contract Year..... $11,411.66 ^ (1 ^ Annual Interest Rate) 1.045 ---------- $11,925.19 Contract Value at end of Contract Year..... $11,925.19 ^ (1 ^ Annual Interest Rate) 1.045 ----------- $12,461.82 TOTAL INTEREST CREDITED DURING GUARANTEE PERIOD = $2,461.82 ($12,461.82 - $10,000.00) 22 PROSPECTUS

This example assumes no withdrawals during the entire 5 year Guarantee Period. If you were to make a withdrawal, you may be required to pay a withdrawal charge (ALLSTATE PROVIDER ULTRA CONTRACTS and ALLSTATE PROVIDER EXTRA CONTRACTS only), and the amount withdrawn may be increased or decreased by a Market Value Adjustment that reflects changes in interest rates since the time you invested the amount withdrawn. The hypothetical interest rate is for illustrative purposes only and is not intended to predict future interest rates to be declared under the Contract. Actual interest rates declared for any given Guarantee Period may be more or less than shown above. RENEWALS. Prior to the end of each Guarantee Period, we will mail you a notice asking you what to do with your money, including the accrued interest. During the 30-day period after the end of the Guarantee Period, you may: 1) Take no action. We will automatically apply your money to a new Guarantee Period of the same length as the expiring Guarantee Period. The new Guarantee Period will begin on the day the previous Guarantee Period ends. The new interest rate will be our current declared rate for a Guarantee Period of that length; or 2) Instruct us to apply your money to one or more new Guarantee Periods of your choice. The new Guarantee Period(s) will begin on the day the previous Guarantee Period ends. The new interest rate will be our then current declared rate for those Guarantee Periods; or 3) Instruct us to transfer all or a portion of your money to one or more Variable Sub-Accounts of the Variable Account. We will effect the transfer on the day we receive your instructions. We will not adjust the amount transferred to include a Market Value Adjustment; or 4) Withdraw all or a portion of your money. A withdrawal charge may apply (for ALLSTATE PROVIDER ULTRA CONTRACTS and ALLSTATE PROVIDER EXTRA CONTRACTS only), but we will not adjust the amount withdrawn to include a Market Value Adjustment. You may also be required to pay premium taxes and income tax withholding, if applicable. If you choose option 3 or 4 above, we will pay interest from the date the previous Guarantee Period expired until the date of the transfer or withdrawal as applicable. The interest rate will be the then current rate we are crediting for a Guarantee Period of the same length as the previous Guarantee Period. Amounts not withdrawn or transferred will be applied to a new Guarantee Period of the same length as the previous Guarantee Period. The new Guarantee Period will begin on the day the previous Guarantee Period ends. MARKET VALUE ADJUSTMENT. All withdrawals and transfers from a Guarantee Period, other than those taken during the 30 day period after such Guarantee Period expires, are subject to a Market Value Adjustment. A Market Value Adjustment also will apply when you apply amounts currently invested in a Guarantee Period to an Income Plan (unless paid or applied during the 30-day period after such Guarantee Period expires). A Market Value Adjustment may apply in the calculation of the Settlement Value described in the "Death Benefit Amount" section below. We will not apply a Market Value Adjustment to a withdrawal you make: .. within the Free Withdrawal Amount as described below, .. that qualify for one of the waivers as described on page 24-25, .. to satisfy the IRS minimum distribution rules for the Contract, or .. within one year after the date of the death of the Owner as the surviving spouse continuing the Contract (limit one withdrawal only). We apply the Market Value Adjustment to reflect changes in interest rates from the time you first allocate money to a Guarantee Period to the time you remove it from that Guarantee Period. We calculate the Market Value Adjustment by comparing the TREASURY RATE for a period equal to the Guarantee Period at its inception to the Treasury Rate for a period equal to the Guarantee Period when you remove your money. "TREASURY RATE" means the U.S. Treasury Note Constant Maturity Yield as reported in Federal Reserve Board Statistical Release H.15. The Market Value Adjustment may be positive or negative, depending on changes in interest rates. As such, you bear the investment risk associated with changes in interest rates. If interest rates increase significantly, the Market Value Adjustment, any withdrawal charge (ALLSTATE PROVIDER ULTRA CONTRACTS and ALLSTATE PROVIDER EXTRA CONTRACTS only), and any premium taxes and income tax withholding (if applicable) could reduce the amount you receive upon full withdrawal from a Guaranteed Period to an amount that is less than the purchase payment applied to that period plus interest earned under the Contract. During each Contract Year, you can withdraw up to 15% of the aggregate amount of your purchase payments without a Market Value Adjustment. Unused portions of this Free Withdrawal Amount are not carried forward to future Contract Years. Generally, if the original Treasury Rate at the time you allocate money to a Guarantee Period is higher than the applicable current Treasury Rate for a period equal to the Guarantee Period, then the Market Value Adjustment will result in a higher amount payable to you, transferred or applied to an Income Plan. Conversely, if the Treasury Rate at the time you allocate money to a Guarantee Period is lower than the applicable Treasury Rate for a period equal to the Guarantee Period, then the Market 23 PROSPECTUS

Value Adjustment will result in a lower amount payable to you, transferred or applied to an Income Plan. For example, assume that you purchase a Contract and you select an initial Guarantee Period of 5 years and the 5 year Treasury Rate for that duration is 4.50%. Assume that at the end of 3 years, you make a partial withdrawal. If, at that later time, the current 5 year Treasury Rate is 4.20%, then the Market Value Adjustment will be positive, which will result in an increase in the amount payable to you. Conversely, if the current 5 year Treasury Rate is 4.80%, then the Market Value Adjustment will be negative, which will result in a decrease in the amount payable to you. The formula for calculating Market Value Adjustments is set forth in Appendix B to this prospectus, which also contains additional examples of the application of the Market Value Adjustment. INVESTMENT ALTERNATIVES: TRANSFERS - -------------------------------------------------------------------------------- TRANSFERS DURING THE ACCUMULATION PHASE During the Accumulation Phase, you may transfer Contract Value among the investment alternatives. You may not transfer Contract Value to either the Short Term Dollar Cost Averaging Fixed Account or the Extended Short Term Dollar Cost Averaging Fixed Account Options. You may request transfers in writing on a form that we provided or by telephone according to the procedure described below. The minimum amount that you may transfer into a Guarantee Period is $50. We currently do not assess, but reserve the right to assess, a $10 charge (up to 0.50% of the amount transferred for ALLSTATE PROVIDER EXTRA CONTRACTS) on each transfer in excess of 12 per Contract Year. All transfers to or from more than one Portfolio on any given day counts as one transfer. We will process transfer requests that we receive before 3:00 p.m. Central Time on any Valuation Date using the Accumulation Unit Values for that Date. We will process requests completed after 3:00 p.m. Central Time on any Valuation Date using the Accumulation Unit Values for the next Valuation Date. The Contract permits us to defer transfers from the Fixed Account for up to six months from the date we receive your request. If we decide to postpone transfers for 30 days or more, we will pay interest as required by applicable law. Any interest would be payable from the date we receive the transfer request to the date we make the transfer. If you transfer an amount from a Guarantee Period other than during the 30 day period after such Guarantee Period expires, we will increase or decrease the amount by a Market Value Adjustment. We reserve the right to waive any transfer restrictions. TRANSFERS DURING THE PAYOUT PHASE During the Payout Phase, you may make transfers among the Variable Sub-Accounts so as to change the relative weighting of the Variable Sub-Accounts on which your variable income payments will be based. You may make up to 12 transfers per Contract Year. You may not convert any portion of your fixed income payments into variable income payments. After 6 months from the Payout Start Date, you may make transfers from the Variable Sub-Accounts to increase the proportion of your income payments consisting of fixed income payments. TELEPHONE OR ELECTRONIC TRANSFERS You may make transfers by telephone by calling 1-800-755-5275. The cut-off time for telephone transfer requests is 3:00 p.m. Central Time. In the event that the New York Stock Exchange closes early, i.e., before 3:00 p.m. Central Time, or in the event that the Exchange closes early for a period of time but then reopens for trading on the same day, we will process telephone transfer requests as of the close of the Exchange on that particular day. We will not accept telephone requests received at any telephone number other than the number that appears in this paragraph or received after the close of trading on the Exchange. We may suspend, modify or terminate the telephone transfer privilege, as well as any other electronic or automated means we previously approved, at any time without notice. We use procedures that we believe provide reasonable assurance that the telephone transfers are genuine. For example, we tape telephone conversations with persons purporting to authorize transfers and request identifying information. Accordingly, we disclaim any liability for losses resulting from allegedly unauthorized telephone transfers. However, if we do not take reasonable steps to help ensure that a telephone authorization is valid, we may be liable for such losses. MARKET TIMING AND EXCESSIVE TRADING The Contracts are intended for long-term investment. Market timing and excessive trading can potentially dilute the value of Variable Sub-Accounts and can disrupt management of a Portfolio and raise its expenses, which can impair Portfolio performance. Our policy is not to accept knowingly any money intended for the purpose of market timing or excessive trading. Accordingly, you should not invest in the Contract if your purpose is to engage in market timing or excessive trading, and you should refrain from such practices if you currently own a Contract. 24 PROSPECTUS

We seek to detect market timing or excessive trading activity by reviewing trading activities. Portfolios also may report suspected market-timing or excessive trading activity to us. If we identify a pattern of market-timing or excessive trading activity, we will make further inquiry and may, depending on the circumstances, impose trading limitations as described below under "Trading Limitations" consistent with applicable law and the Contract. Because there is no universally accepted definition of what constitutes market timing or excessive trading, we will use our reasonable judgment based on all of the circumstances. We will apply these limitations on a uniform basis to all Contract owners we determine have engaged in market timing or excessive trading. While we seek to deter market timing and excessive trading in Variable Sub-Accounts, not all market timing or excessive trading is identifiable or preventable. Therefore, we cannot guarantee that we can prevent such trading activity in all cases or before it occurs. TRADING LIMITATIONS We reserve the right to limit transfers among the investment alternatives in any Contract Year, or to refuse any transfer request, if: .. we believe, in our sole discretion, that certain trading practices, such as excessive trading or market timing ("Prohibited Trading Practices"), by, or on behalf of, one or more Contract Owners, or a specific transfer request or group of transfer requests, may have a detrimental effect on the Accumulation Unit Values of any sub-account or on the share prices of the corresponding Portfolio or otherwise would be to the disadvantage of other Contract Owners; or .. we are informed by one or more of the Portfolios that they intend to restrict the purchase, exchange, or redemption of Portfolio shares because of Prohibited Trading Practices or because they believe that a specific transfer or group of transfers would have a detrimental effect on the prices of Portfolio shares. We may apply the restrictions in any manner reasonably designed to prevent transfers that we consider disadvantageous to other Contract Owners. SHORT-TERM TRADES All transfers involving the purchase or redemption of mutual fund shares by the Variable Account may be subject to restrictions or requirements imposed by the underlying Portfolios. Such restrictions or requirements may include the assessment of short-term trading fees in connection with transfers from a Variable Sub-Account that occur within a certain number of days following the date of allocation to the Variable Sub-Account, but will only apply to those Sub-Accounts corresponding to underlying Portfolios that explicitly require the assessment of such fees. DOLLAR COST AVERAGING PROGRAM Through our Dollar Cost Averaging Program, you may automatically transfer a fixed dollar amount every month from any Variable Sub-Account, the Short Term Dollar Cost Averaging Fixed Account, or the Extended Short Term Dollar Cost Averaging Fixed Account, to any of the other Variable Sub-Accounts. You may not use the Dollar Cost Averaging Program to transfer amounts to the Guarantee Periods. This program is available only during the Accumulation Phase. We will not charge a transfer fee for transfers made under this Program, nor will such transfer count against the 12 transfers you can make each Contract Year without paying a transfer fee. The theory of dollar cost averaging is that if purchases of equal dollar amounts are made at fluctuating prices, the aggregate average cost per unit will be less than the average of the unit prices on the same purchase dates. However, participation in this Program does not assure you of a greater profit from your purchases under the Program nor will it prevent or necessarily reduce losses in a declining market. Call or write us for instructions on how to enroll. AUTOMATIC PORTFOLIO REBALANCING PROGRAM Once you have allocated your money among the Variable Sub-Accounts, the performance of each Sub-Account may cause a shift in the percentage you allocated to each Sub-Account. If you select our "AUTOMATIC PORTFOLIO REBALANCING PROGRAM", we will automatically rebalance the Contract Value in each Variable Sub-Account and return it to the desired percentage allocations. We will not include money you allocate to the Fixed Account Options in the Automatic Portfolio Rebalancing Program. We will rebalance your account monthly, quarterly, semi-annually, or annually, depending on your instructions. We will transfer amounts among the Variable Sub-Accounts to achieve the percentage allocations you specify. You can change your allocations at any time by contacting us in writing or by telephone. The new allocation will be effective with the first rebalancing that occurs after we receive your request. We are not responsible for rebalancing that occurs prior to receipt of your request. Example: Assume that you want your initial purchase payment split among 2 Variable Sub-Accounts. You want 40% to be in the Fidelity VIP High Income Variable Sub-Account and 60% to be in the AIM V.I. Core Equity Variable Sub-Account. Over the next 2 months the bond market does very well relative to the stock market. At the end of the first quarter, the Fidelity VIP High Income Variable Sub-Account now represents 50% of your holdings because of its increase in value. If you choose to have your holdings 25 PROSPECTUS

rebalanced quarterly, on the first day of the next quarter, we would sell some of your units in the Fidelity VIP High Income Variable Sub-Account and use the money to buy more units in the AIM V.I. Core Equity Variable Sub-Account so that the percentage allocations would again be 40% and 60% respectively. The Automatic Portfolio Rebalancing Program is available only during the Accumulation Phase. The transfers made under the Program do not count towards the 12 transfers you can make without paying a transfer fee, and are not subject to a transfer fee. Portfolio rebalancing is consistent with maintaining your allocation of investments among market segments, although it is accomplished by reducing your Contract Value allocated to the better performing segments. EXPENSES - -------------------------------------------------------------------------------- As a Contract owner, you will bear, directly or indirectly, the charges and expenses described below. CONTRACT MAINTENANCE CHARGE During the Accumulation Phase, on each Contract Anniversary, we will deduct a $35 contract maintenance charge from your Contract Value invested in each Variable Sub-Account in proportion to the amount invested. If you surrender your Contract, we will deduct the contract maintenance charge pro rated for the part of the Contract Year elapsed, unless your Contract qualifies for a waiver, described below. During the Payout Phase, we will deduct the charge proportionately from each income payment. The charge is to compensate us for the cost of administering the Contracts and the Variable Account. Maintenance costs include expenses we incur collecting purchase payments; keeping records; processing death claims, cash withdrawals, and policy changes; proxy statements; calculating Accumulation Unit Values and income payments; and issuing reports to Contract owners and regulatory agencies. We cannot increase the charge. However, we will waive this charge if, as of the Contract Anniversary or upon full surrender: .. your Contract Value equals $50,000 or more, or .. all money is allocated to the Fixed Account. After the Payout Start Date, we will waive the charge if the Contract Value is $50,000 or more as of the Payout Start Date. MORTALITY AND EXPENSE RISK CHARGE We deduct a mortality and expense risk charge daily from the net assets you have invested in the Variable Sub-Accounts. The annual rate of the charge is: .. 1.45% for ALLSTATE PROVIDER ADVANTAGE CONTRACTS .. 1.25% for ALLSTATE PROVIDER ULTRA CONTRACTS .. 1.40% for ALLSTATE PROVIDER EXTRA CONTRACTS If you select the Income Benefit Rider* or the Enhanced Death Benefit Rider, the mortality and expense risk charge will include an additional 0.25% for the Rider. If you select both the Income Benefit Rider* and the Enhanced Death Benefit Rider, the mortality and expense risk charge will include an additional 0.50% for these Riders. *We discontinued offering the Income Benefit Rider as of January 1, 2004. Fees shown apply to Contract Owners who selected the Rider prior to January 1, 2004. The mortality and expense risk charge is for the insurance benefits available with your Contract (including our guarantee of annuity rates and the death benefits), for certain expenses of the Contract, and for assuming the risk (expense risk) that the current charges will be sufficient in the future to cover the cost of administering the Contract. The mortality and expense risk charge also helps pay for the cost of the Credit Enhancement under the ALLSTATE PROVIDER EXTRA CONTRACTS. If the charges under the Contract are not sufficient, then we will bear the loss. We charge an additional amount for the Enhanced Death Benefit Rider and the Income Benefit Rider to compensate us for the additional risk that we accept by providing these Riders. We guarantee that we will not raise the mortality and expense risk charge. We assess the mortality and expense risk charge during both the Accumulation Phase and the Payout Phase. After the Payout Start Date, mortality and expense risk charges for the Enhanced Death Benefit and the Income Benefit will cease. ENHANCED EARNINGS DEATH BENEFIT RIDER FEE If you elect the Enhanced Earnings Death Benefit Rider, we will deduct an annual charge from your Contract Value on each Contract Anniversary during the Accumulation Phase. The annual charge is calculated as a percentage of your Contract Value on the Contract Anniversary and is based on the oldest Contract owner's age on the Rider Application Date (described below) as follows: Age Annual Charge --- ------------- 0-55 0.10% 56-65 0.20% 66-75 0.35% We first deduct this annual fee from the Variable Sub-Accounts on a pro rata basis. If the Contract Value in the 26 PROSPECTUS

Variable Sub-Accounts is not sufficient to cover the charge, we will deduct the remaining charge from the Guarantee Periods, beginning with the oldest Guarantee Period. On the first Contract Anniversary after we issue the Rider, we will deduct the Rider charge pro rated to reflect the number of complete months the Rider was in effect during such Contract Year. Also, if you surrender your Contract, we will deduct the Rider charge (multiplied by the Contract Value immediately prior to the surrender) pro rated to reflect the number of complete months the Rider was in effect during the current Contract Year. ADMINISTRATIVE EXPENSE CHARGE We deduct an administrative expense charge daily at an annual rate of 0.10% of the average daily net assets you have invested in the Variable Sub-Accounts. We intend this charge to cover actual administrative expenses that exceed the revenues from the contract maintenance charge. There is no necessary relationship between the amount of administrative charge imposed on a given Contract and the amount of expenses that may be attributed to that Contract. We assess this charge each day during the Accumulation Phase and the Payout Phase. We guarantee that we will not raise this charge. WITHDRAWAL CHARGE (ALLSTATE PROVIDER ULTRA AND ALLSTATE PROVIDER EXTRA CONTRACTS ONLY) We may assess a withdrawal charge from the purchase payment(s) you withdraw. The amount of the charge will depend on the number of Contract Years that have elapsed since we received the purchase payment being withdrawn. The Contracts differ in the following respects: ALLSTATE PROVIDER ULTRA CONTRACTS We may assess a withdrawal charge of up to 7% of the purchase payment(s) you withdraw. The charge declines to 0% over a 7 year period that begins on the day we receive your payment. If you make a withdrawal before the Payout Start Date, we will apply the withdrawal charge percentage in effect on the date of the withdrawal, or the withdrawal charge percentage in effect on the following day, whichever is lower. A schedule showing how the charge declines is shown on page 10. During each Contract Year, you can withdraw up to 15% of your purchase payments without paying the charge. Unused portions of this "Free Withdrawal Amount" are not carried forward to future Contract Years. We will deduct withdrawal charges, if applicable, from the amount paid. ALLSTATE PROVIDER EXTRA CONTRACTS We may assess a withdrawal charge of up to 8% of the purchase payment(s) you withdraw. The charge declines to 0% over an 8 year period that begins on the day we receive your payment. If you make a withdrawal before the Payout Start Date, we will apply the withdrawal charge percentage in effect on the date of the withdrawal, or the withdrawal charge percentage in effect on the following day, whichever is lower. A schedule showing how the charge declines is shown on page 10. During each Contract Year, you can withdraw up to 15% of your purchase payments, excluding Credit Enhancements, without paying the charge. Unused portions of this "Free Withdrawal Amount" are not carried forward to future Contract Years. We will deduct withdrawal charges, if applicable, from the amount paid. Credit Enhancements are not considered purchase payments when determining the Free Withdrawal Amount. BOTH ALLSTATE PROVIDER ULTRA AND ALLSTATE PROVIDER EXTRA CONTRACTS For purposes of calculating the withdrawal charge, we will treat withdrawals as coming from the oldest purchase payments first. However, for federal income tax purposes, please note that withdrawals are considered to have come first from earnings, which means you pay taxes on the earnings portion of your withdrawal. We do not apply a withdrawal charge in the following situations: .. on the Payout Start Date (a withdrawal charge may apply if you terminate income payments to be received for a specified period); .. withdrawals taken to satisfy IRS minimum distribution rules for the Contract; or .. withdrawals that qualify for one of the waivers as described below. We use the amounts obtained from the withdrawal charge to pay sales commissions and other promotional or distribution expenses associated with marketing the Contracts, and to help defray the cost of the Credit Enhancement for the ALLSTATE PROVIDER EXTRA CONTRACTS. To the extent that the withdrawal charge does not cover all sales commissions and other promotional or distributional expenses, or the cost of the Credit Enhancement, we may use any of our corporate assets, including potential profit which may arise from the mortality and expense risk charge or any other charges or fees described above, to make up any difference. Withdrawals also may be subject to tax penalties or income tax and a Market Value Adjustment. You should consult your own tax counsel or other tax advisers regarding any withdrawals. TRANSFER FEE We do not currently impose a fee upon transfers among the investment alternatives. However, we reserve the right to charge $10 per transfer (up to 0.50% of the amount transferred for ALLSTATE PROVIDER EXTRA CONTRACTS) after the 12th transfer in each Contract Year. We will not charge a transfer fee on transfers that are part of a Dollar Cost Averaging or Automatic Portfolio Rebalancing Program. 27 PROSPECTUS

CONFINEMENT WAIVER. We will waive the withdrawal charge (ALLSTATE PROVIDER ULTRA CONTRACTS and ALLSTATE PROVIDER EXTRA CONTRACTS only), and a negative Market Value Adjustment, if applicable, will not occur on all withdrawals taken prior to the Payout Start Date under your Contract if the following conditions are satisfied: 1) You or the Annuitant, if the Contract owner is not a living person, are confined to a long term care facility or a hospital for at least 90 consecutive days. You or the Annuitant must enter the long term care facility or hospital at least 30 days after the Issue Date; 2) You request the withdrawal and provide written proof of the stay no later than 90 days following the end of your or the Annuitant's stay at the long term care facility or hospital; and 3) A physician must have prescribed the stay and the stay must be medically necessary (as defined in the Contract). You may not claim this benefit if you, the Annuitant, or a member of your or the Annuitant's immediate family, is the physician prescribing your or the Annuitant's stay in a long term care facility. TERMINAL ILLNESS WAIVER. We will waive the withdrawal charge (ALLSTATE PROVIDER ULTRA CONTRACTS and ALLSTATE PROVIDER EXTRA CONTRACTS only), and a negative Market Value Adjustment, if applicable, will not occur on all withdrawals taken prior to the Payout Start Date under your Contract if: 1. you or the Annuitant (if the Contract owner is not a living person) are first diagnosed with a terminal illness at least 30 days after the Issue Date; and 2. you claim this benefit and deliver adequate proof of diagnosis to us. UNEMPLOYMENT WAIVER. We will waive the withdrawal charge (ALLSTATE PROVIDER ULTRA CONTRACTS and ALLSTATE PROVIDER EXTRA CONTRACTS only), and a negative Market Value Adjustment, if applicable, will not occur on one partial or a full withdrawal taken prior to the Payout Start Date under your Contract, if you meet the following requirements: 1. you or the Annuitant, (if the Contract owner is not a living person), become unemployed at least one year after the Issue Date; 2. you or the Annuitant, (if the Contract owner is not a living person), receive unemployment compensation as defined in the Contract for at least 30 days as a result of that unemployment; and 3. you or the Annuitant, (if the Contract owner is not a living person), claim this benefit within 180 days of your or the Annuitant's initial receipt of unemployment compensation. Please refer to your Contract for more detailed information about the terms and conditions of these waivers. The laws of your state may limit the availability of these waivers and may also change certain terms and/or benefits available under the waivers. You should consult your Contract for further details on these variations. Also, even if you do not need to pay a withdrawal charge (ALLSTATE PROVIDER ULTRA CONTRACTS and ALLSTATE PROVIDER EXTRA CONTRACTS only), or a Market Value Adjustment because of these waivers, you still may be required to pay taxes or tax penalties on the amount withdrawn. You should consult your tax adviser to determine the effect of a withdrawal on your taxes. PREMIUM TAXES Some states and other governmental entities (e.g., municipalities) charge premium taxes or similar taxes. We are responsible for paying these taxes and will deduct them from your Contract Value. Some of these taxes are due when the Contract is issued, others are due when income payments begin or upon surrender. Our current practice is not to charge anyone for these taxes until income payments begin or when a total withdrawal occurs, including payment upon death. At our discretion, we may discontinue this practice and deduct premium taxes from the purchase payments. Premium taxes generally range from 0% to 4%, depending on the state. At the Payout Start Date, if applicable, we deduct the charge for premium taxes from each investment alternative in the proportion that the Contract value in the investment alternative bears to the total Contract Value. DEDUCTION FOR SEPARATE ACCOUNT INCOME TAXES We are not currently maintaining a provision for taxes. In the future, however, we may establish a provision for taxes if we determine, in our sole discretion, that we will incur a tax as a result of the operation of the Variable Account. We will deduct for any taxes we incur as a result of the operation of the Variable Account, whether or not we previously made a provision for taxes and whether or not it was sufficient. Our status under the Internal Revenue Code is briefly described in the Taxes section. OTHER EXPENSES Each Portfolio deducts advisory fees and other expenses from its assets. You indirectly bear the charges and expenses of the Portfolios whose shares are held by the Variable Sub-Accounts. These fees and expenses are described in the accompanying prospectuses for the Funds. For a summary of maximum or minimum Portfolio annual expenses, see page 11. We may receive compensation from the investment advisers or administrators of the Portfolios in connection with the administrative distribution and/or other services we provide to the Portfolios. 28 PROSPECTUS

ACCESS TO YOUR MONEY - -------------------------------------------------------------------------------- You can withdraw some or all of your Contract Value at any time prior to the Payout Start Date. Withdrawals also are available under limited circumstances on or after the Payout Start Date. See "Income Plans" on page 30. The amount payable upon withdrawal is the Contract Value (or portion thereof) next computed after we receive the request for a withdrawal at our home office, adjusted by any Market Value Adjustment less any withdrawal charge (ALLSTATE PROVIDER ULTRA CONTRACTS and ALLSTATE PROVIDER EXTRA CONTRACTS only), contract maintenance charges, Enhanced Earnings Death Benefit Rider fee (if applicable), income tax withholding, and any premium taxes. We will pay withdrawals from the Variable Account within 7 days of receipt of the request, subject to postponement in certain circumstances. You can withdraw money from the Variable Account or the Fixed Account Options. To complete a partial withdrawal from the Variable Account, we will cancel Accumulation Units in an amount equal to the withdrawal and any applicable withdrawal charge (ALLSTATE PROVIDER ULTRA CONTRACTS and ALLSTATE PROVIDER EXTRA CONTRACTS only) and premium taxes. You must name the investment alternative from which you are taking the withdrawal. If none is specified, we will deduct your withdrawal pro-rata from the Variable Sub-Accounts according to the value of your investments therein. In general, you must withdraw at least $50 at a time. You also may withdraw a lesser amount if you are withdrawing your entire interest in a Variable Sub-Account. If you request a total withdrawal, we may require you to return your Contract to us. Withdrawals taken prior to annuitization (referred to in this prospectus as the Payout Phase) are generally considered to come from the earnings in the Contract first. If the Contract is tax-qualified, generally all withdrawals are treated as distributions of earnings. Withdrawals of earnings are taxed as ordinary income and, if taken prior to age 59 1/2, may be subject to an additional 10% federal tax penalty. POSTPONEMENT OF PAYMENTS We may postpone the payment of any amounts due from the Variable Account under the Contract if: 1. The New York Stock Exchange is closed for other than usual weekends or holidays, or trading on the Exchange is otherwise restricted; 2. An emergency exists as defined by the SEC; or 3. The SEC permits delay for your protection. In addition, we may delay payments or transfers from the Fixed Account Options for up to 6 months (or shorter period if required by law). If we delay payment for 30 days or more, we will pay interest as required by law. SYSTEMATIC WITHDRAWAL PROGRAM You may choose to receive systematic withdrawal payments on a monthly, quarterly, semi-annual, or annual basis at any time prior to the Payout Start Date. The minimum amount of each systematic withdrawal is $50. At our discretion, systematic withdrawals may not be offered in conjunction with the Dollar Cost Averaging Program or Automatic Portfolio Rebalancing Program. Depending on fluctuations in the value of the Variable Sub-Accounts and the value of the Fixed Account Options, systematic withdrawals may reduce or even exhaust the Contract Value. Please consult your tax advisor before taking any withdrawal. We will make systematic withdrawal payments to you or your designated payee. At our discretion, we may modify or suspend the Systematic Withdrawal Program and charge a processing fee for the service. If we modify or suspend the Systematic Withdrawal Program, existing systematic withdrawal payments will not be affected. MINIMUM CONTRACT VALUE If your request for a partial withdrawal would reduce your Contract Value to less than $2,000, we may treat it as a request to withdraw your entire Contract Value. Your Contract will terminate if you withdraw all of your Contract Value. We will, however, ask you to confirm your withdrawal request before terminating your Contract. Before terminating any Contract whose value has been reduced by withdrawals to less than $2,000, we would inform you in writing of our intention to terminate your Contract and give you at least 30 days in which to make an additional purchase payment to restore your Contract's value to the contractual minimum of $2,000. If we terminate your Contract, we will distribute to you its Contract Value, adjusted by any applicable Market Value Adjustment, less any withdrawal charges (ALLSTATE PROVIDER ULTRA CONTRACTS and ALLSTATE PROVIDER EXTRA CONTRACTS only) and any other applicable charges and taxes. 29 PROSPECTUS

INCOME PAYMENTS - -------------------------------------------------------------------------------- PAYOUT START DATE You select the Payout Start Date in your application. The Payout Start Date is the day that we apply your money to an Income Plan. The Payout Start Date must be: .. at least 30 days after the Issue Date; and .. no later than the day the Annuitant reaches age 90, or the 10th Contract Anniversary, if later. You may change the Payout Start Date at any time by notifying us in writing of the change at least 30 days before the scheduled Payout Start Date. Absent a change, we will use the Payout Start Date stated in your Contract. INCOME PLANS An Income Plan is a series of scheduled payments to you or someone you designate. You may choose and change your choice of Income Plan until 30 days before the Payout Start Date. If you do not select an Income Plan, we will make income payments in accordance with Income Plan 1 with guaranteed payments for 10 years. After the Payout Start Date, you may not make withdrawals (except as described below) or change your choice of Income Plans. A portion of each payment will be considered taxable and the remaining portion will be a non-taxable return of your investment in the Contract, which is also called the "basis". Once the investment in the Contract is depleted, all remaining payments will be fully taxable. If the Contract is tax-qualified, generally, all payments will be fully taxable. Taxable payments taken prior to age 591/2, may be subject to an additional 10% federal tax penalty. Three Income Plans are available under the Contract. Each is available to provide: .. fixed income payments; .. variable income payments; or .. a combination of the two. The three Income Plans are: INCOME PLAN 1 - LIFE INCOME WITH GUARANTEED PAYMENTS. Under this plan, we make periodic income payments for at least as long as the Annuitant lives. If the Annuitant dies before we have made all of the guaranteed income payments, we will continue to pay the remainder of the guaranteed income payments as required by the Contract. INCOME PLAN 2 - JOINT AND SURVIVOR LIFE INCOME WITH GUARANTEED PAYMENTS. Under this plan, we make periodic income payments for at least as long as either the Annuitant or the joint Annuitant is alive. If both the Annuitant and the joint Annuitant die before we have made all of the guaranteed income payments, we will continue to pay the remainder of the guaranteed income payments as required by the Contract. INCOME PLAN 3 - GUARANTEED PAYMENTS FOR A SPECIFIED PERIOD (5 YEARS TO 30 YEARS). Under this plan, we make periodic income payments for the period you have chosen. These payments do not depend on the Annuitant's life. You may elect to receive guaranteed payments for periods ranging from 5 to 30 years. Income payments for less than 120 months may be subject to a withdrawal charge (ALLSTATE PROVIDER ULTRA CONTRACTS and ALLSTATE PROVIDER EXTRA CONTRACTS only). We will deduct the mortality and expense risk charge from the Variable Sub-Account assets that support variable income payments even though we may not bear any mortality risk. The length of any guaranteed payment period under your selected Income Plan generally will affect the dollar amounts of each income payment. As a general rule, longer guarantee periods result in lower income payments, all other things being equal. For example, if you choose an Income Plan with payments that depend on the life of the Annuitant but with no minimum specified period for guaranteed payments, the income payments generally will be greater than the income payments made under the same Income Plan with a minimum specified period for guaranteed payments. If you choose Income Plan 1 or 2, or, if available, another Income Plan with payments that continue for the life of the Annuitant or joint Annuitant, we may require proof of age and sex of the Annuitant or joint Annuitant before starting income payments, and proof that the Annuitant or joint Annuitant are alive before we make each payment. Please note that under such Income Plans, if you elect to take no minimum guaranteed payments, it is possible that the payee could receive only 1 income payment if the Annuitant and any joint Annuitant both die before the second income payment, or only 2 income payments if they die before the third income payment, and so on. Generally, you may not make withdrawals after the Payout Start Date. One exception to this rule applies if you are receiving variable income payments that do not depend on the life of the Annuitant (such as under Income Plan 3). In that case, you may terminate all or part of the income payments at any time and receive a lump sum equal to their present value as of the close of the Valuation Date on which we receive your request. To determine the present value of any remaining variable income payments being withdrawn, we use a discount rate equal to the assumed annual investment rate that we use to compute such variable income payments. The minimum amount you may withdraw under this feature is $1,000. A withdrawal charge may apply (ALLSTATE PROVIDER ULTRA CONTRACTS and ALLSTATE PROVIDER EXTRA CONTRACTS only). We deduct applicable premium taxes from the Contract Value at the Payout Start Date. 30 PROSPECTUS

We may make other Income Plans available. You must apply at least the Contract Value in the Fixed Account on the Payout Start Date to fixed income payments. If you wish to apply any portion of your Fixed Account balance to provide variable income payments, you should plan ahead and transfer that amount to the Variable Sub-Accounts prior to the Payout Start Date. If you do not tell us how to allocate your Contract Value among fixed and variable income payments, we will apply your Contract Value in the Variable Account to variable income payments and your Contract Value in the Fixed Account to fixed income payments. You may restrict income payments to Beneficiaries by providing us a written request. Once we accept the written request, the change or restriction will take effect as of the date you signed the request. Any change is subject to any payment we make or other action we take before we accept the change. We will apply your Contract Value, adjusted by any applicable Market Value Adjustment, less applicable taxes to your Income Plan on the Payout Start Date. If the amount available to apply under an Income Plan is less than $2,000, or not enough to provide an initial payment of at least $20, and state law permits, we may: .. pay you the Contract Value, adjusted by any applicable Market Value Adjustment and less any applicable taxes, in a lump sum instead of the periodic payments you have chosen; or .. reduce the frequency of your payments so that each payment will be at least $20. VARIABLE INCOME PAYMENTS The amount of your variable income payments depends upon the investment results of the Variable Sub-Accounts you select, the premium taxes you pay, the age and sex of the Annuitant, and the Income Plan you choose. We guarantee that the payments will not be affected by (a) actual mortality experience and (b) the amount of our administration expenses. We cannot predict the total amount of your variable income payments. Your variable income payments may be more or less than your total purchase payments because (a) variable income payments vary with the investment results of the underlying Portfolios; and (b) the Annuitant could live longer or shorter than we expect based on the tables we use. In calculating the amount of the periodic payments in the annuity tables in the Contract, we assumed an annual investment rate of 3%. If the actual net investment return of the Variable Sub-Accounts you choose is less than this assumed investment rate, then the dollar amount of your variable income payments will decrease. The dollar amount of your variable income payments will increase, however, if the actual net investment return exceeds the assumed investment rate. The dollar amount of the variable income payments stays level if the net investment return equals the assumed investment rate. Please refer to the Statement of Additional Information for more detailed information as to how we determine variable income payments. We reserve the right to make other assumed investment rates available under each Contract. FIXED INCOME PAYMENTS We guarantee income payment amounts derived from any Fixed Account Option for the duration of the Income Plan. We calculate the fixed income payments by: 1. adjusting the portion of the Contract Value in any Fixed Account Option on the Payout Start Date by any applicable Market Value Adjustment; 2. deducting any applicable premium tax; and 3. applying the resulting amount to the greater of (a) the appropriate value from the income payment table in your Contract or (b) such other value as we are offering at that time. We may defer making fixed income payments for a period of up to 6 months or any shorter time state law may require. If we defer payments for 30 days or more, we will pay interest as required by law from the date we receive the withdrawal request to the date we make payment. INCOME BENEFIT RIDER QUALIFICATIONS. Effective January 1, 2004, we ceased offering the Income Benefit Rider (except in a limited number of states). The following describes the Income Benefit Rider for Contract Owners who elected the option prior to January 1, 2004. To qualify for the income benefit payments under this Rider, you must meet the following requirements as of the Payout Start Date: .. You must elect a Payout Start Date that is on or after the 10th anniversary of the date this Rider was made a part of your Contract ("RIDER DATE"); .. The Payout Start Date must be prior to the oldest Annuitant's 90/TH/ birthday; .. The Payout Start Date must occur during the 30 day period following a Contract Anniversary; .. You must elect to receive fixed income payments, which will be calculated using the guaranteed payout rates listed in your Contract; and .. The Income Plan you selected must provide for payments guaranteed for either a single life or joint lives with a specified period of at least: . 10 years, if the youngest Annuitant's age is 80 or less on the Payout Start Date, or . 5 years, if the youngest Annuitant's age is greater than 80 on the Payout Start Date. If, however, you apply the Contract Value and not the Income Benefit to an Income Plan, then you may select fixed and/or variable income payments under any Income Plan we offer at that time. If you expect to apply your Contract Value to variable and/or fixed income payment 31 PROSPECTUS

options, or you expect to apply your Contract Value to current annuity payment rates then in effect, electing the Income Benefit Rider may not be appropriate. Prior to the Payout Start Date, the Income Benefit Rider will terminate and charges for this Rider will cease when the Contract terminates. The mortality and expense risk charge for this Rider will cease on the Payout Start Date. ALLSTATE PROVIDER ULTRA CONTRACTS ONLY: The Income Benefit Rider will no longer be in effect and the mortality and expense charge for the Rider will end upon the change of the named Annuitant for reasons other than death. INCOME BASE The Income Base is used solely for the purpose of calculating the guaranteed income benefit under this Rider ("GUARANTEED INCOME BENEFIT") and does not provide a Contract Value or guarantee performance of any investment option. On the Rider Date, the Income Base is equal to the Contract Value. After the Rider Date, the Income Base plus any subsequent purchase payments (and Credit Enhancements for Allstate Provider Extra Contracts) and less a withdrawal adjustment (described below) for any subsequent withdrawals will accumulate daily at a rate equivalent to 5% per year until the earlier of the Payout Start Date, or the first day of the month after the oldest Contract owner's (Annuitant, if the Contract owner is not a living person) 85th birthday. WITHDRAWAL ADJUSTMENT The withdrawal adjustment is equal to (a) divided by (b), with the result multiplied by (c) where: (a) = the withdrawal amount (b) = the Contract Value immediately prior to the withdrawal, and (c) = the most recently calculated Income Base. The Guaranteed Income Benefit amount is determined by applying the Income Base less any applicable taxes to the guaranteed rates for the Income Plan you elect. The Income Plan you elect must satisfy the conditions described on page 30. On the Payout Start Date, the income payment will be the greater of the Guaranteed Income Benefit or the income payment provided in the payout phase section of your Contract. CERTAIN EMPLOYEE BENEFIT PLANS The Contracts offered by this prospectus contain income payment tables that provide for different payments to men and women of the same age, except in states that require unisex tables. We reserve the right to use income payment tables that do not distinguish on the basis of sex to the extent permitted by applicable law. In certain employment-related situations, employers are required by law to use the same income payment tables for men and women. Accordingly, if the Contract is to be used in connection with an employment-related retirement or benefit plan and we do not offer unisex annuity tables in your state, you should consult with legal counsel as to whether the purchase of a Contract is appropriate. 32 PROSPECTUS

DEATH BENEFITS - -------------------------------------------------------------------------------- We will pay a death benefit prior to the Payout Start Date on: 1. the death of any Contract owner or, 2. the death of the Annuitant, if the Contract is owned by a non-living person. We will pay the death benefit to the new Contract owner as determined immediately after the death. The new Contract owner would be a surviving Contract owner or, if none, the Beneficiary(ies). In the case of the death of the Annuitant, we will pay the death benefit to the current Contract owner. We will determine the value of the death benefit as of the end of the Valuation Date on which we receive a complete request for settlement of the death benefit. If we receive a request after 3 p.m. Central Time on a Valuation Date, we will process the request as of the end of the following Valuation Date. Where there are multiple Beneficiaries, we will only value the death benefit at the time the first Beneficiary submits the necessary documentation in good order. Any death benefit amounts attributable to any Beneficiary that remain in the investment alternatives are subject to investment risk. A complete request for payment of the death benefit must include DUE PROOF OF DEATH. We will accept the following documentation as "Due Proof of Death": .. a certified copy of a death certificate, .. a certified copy of a decree of a court of competent jurisdiction as to the finding of death, or .. any other proof acceptable to us. DEATH BENEFIT AMOUNT. Prior to the Payout Start Date, if we receive a complete request for settlement of the death benefit within 180 days of the date of death, the death benefit is equal to the greatest of: 1. the Contract Value as of the date we determine the value of the death benefit, or 2. the SETTLEMENT VALUE (that is, the amount payable on a full withdrawal of Contract Value) on the date we determine the value of the death benefit, or 3. the highest amount computed by taking the Contract Value on each DEATH BENEFIT ANNIVERSARY prior to the date we determine the death benefit, increased by purchase payments (and Credit Enhancements for ALLSTATE PROVIDER EXTRA CONTRACTS) made since that Death Benefit Anniversary and reduced by an adjustment for any partial withdrawals since that Death Benefit Anniversary. A "Death Benefit Anniversary" is every seventh Contract Anniversary beginning with the Issue Date. For example, the Issue Date, 7th and 14th Contract Anniversaries are the first 3 Death Benefit Anniversaries. In calculating the Settlement Value when a death benefit is paid, the amount in each individual Guarantee Period may be subject to a Market Value Adjustment. A Market Value Adjustment will apply to amounts in a Guarantee Period, unless we calculate the Settlement Value during the 30-day period after the expiration of the Guarantee Period. Also, the Settlement Value will reflect the deduction of any applicable withdrawal charges, contract maintenance charges, and premium taxes. Contract maintenance charges will be pro-rated for the part of the Contract Year elapsed as of the date we determine the Settlement Value, unless your Contract qualifies for a waiver of such charges as described under "Expenses - Contract Maintenance Charge" on page 26. The withdrawal adjustment is equal to (a) divided by (b), with the result multiplied by (c), where: (a) = is the withdrawal amount; (b) = is the Contract Value immediately prior to the withdrawal; and (c) = is the Contract Value on the Death Benefit Anniversary adjusted by any prior purchase payments (and Credit Enhancements for Allstate Provider Extra Contracts) or withdrawals made since that Anniversary. If we do not receive a complete request for settlement of the death benefit within 180 days of the date of death, the death benefit is equal to the greater of: 1) the Contract Value as of the date we determine the death benefit, or 2) the Settlement Value as of the date we determine the death benefit. We reserve the right to extend the 180-day period on a non-discriminatory basis. ENHANCED DEATH BENEFIT RIDER For Contract owners and Annuitants up to and including age 80 as of the date we receive the completed application or a written request to add this rider, whichever is later ("Rider Application Date"), the Enhanced Death Benefit Rider is an optional benefit that you may elect. If the Contract owner is a living individual, the Enhanced Death Benefit applies only upon the death of the Contract owner. If the Contract owner is not a living individual, the Enhanced Death Benefit applies only upon the death of the Annuitant. For Contracts with the Enhanced Death Benefit Rider, the death benefit will be the greatest of (1) through (3) above, or (4) the Enhanced Death Benefit. The Enhanced Death Benefit is equal to the greater of the Enhanced Death Benefit A or Enhanced Death Benefit B. Enhanced Death Benefit A or B may not be available in all states. The Enhanced Death Benefit will never be greater than the maximum death benefit allowed by any state nonforfeiture laws that govern the Contract. 33 PROSPECTUS

If we do not receive a complete request for settlement of the death benefit within 180 days of the date of death, the Enhanced Death Benefit will not apply and the death benefit is equal to the greater of: 1) the Contract Value as of the date we determine the death benefit, or 2) the Settlement Value as of the date we determine the death benefit. If the Owner is a living person, the Enhanced Death Benefit is payable and the Rider will terminate and the mortality and expense charge for the Rider will cease upon the death of the Owner, unless the Contract and Rider are continued as permitted by a surviving spouse, as described below. If the Owner is a non-living person, the Enhanced Death Benefit is payable and the Rider will terminate and charges for the Rider will cease upon the death of the Annuitant. The Enhanced Death Benefit Rider and charges for the Rider will terminate: .. when the Contract owner is changed for reasons other than death; .. if the Contract owner is a non-living person, when the Annuitant is changed for reasons other than death; or .. on the Payout Start Date. The Rider may not be available in all states. We may discontinue the offering of the Rider at any time. ENHANCED DEATH BENEFIT A. On the date we issue the Rider ("RIDER DATE"), Enhanced Death Benefit A is equal to the Contract Value on that date. On each Contract Anniversary, we will recalculate your Enhanced Death Benefit A to equal the greater of your Contract Value on that date, or the most recently calculated Enhanced Death Benefit A. We also will recalculate your Enhanced Death Benefit A whenever you make an additional purchase payment or a partial withdrawal. Additional purchase payments will increase the Enhance Death Benefit A dollar-for-dollar by the amount of the purchase payment (plus Credit Enhancement for ALLSTATE PROVIDER EXTRA CONTRACTS). Withdrawals will reduce the Enhanced Death Benefit A by an amount equal to a withdrawal adjustment computed in the manner described below. We will calculate Anniversary Values for each Contract Anniversary up until the earlier of: .. the date we determine the death benefit; or .. the first Contract Anniversary following the oldest Contract owner's or, if the Contract owner is not a living person, the Annuitant's 80th birthday, or the first day of the 61/ST/ month following the Rider Date, whichever is later. After age 80, or the first day of the 61st month following the Rider Date, whichever is later, we will recalculate the Enhanced Death Benefit A only for purchase payments and withdrawals. The withdrawal adjustment is equal to (a) divided by (b), and the result multiplied by (c) where: (a) = is the withdrawal amount, (b) = is the Contract Value immediately prior to the withdrawal, and (c) = the most recently calculated Enhanced Death Benefit A. ENHANCED DEATH BENEFIT B. The Enhanced Death Benefit B on the Rider Date is equal to the Contract Value on that date. After the Rider Date, the Enhanced Death Benefit B, plus any subsequent purchase payments (and Credit Enhancements under ALLSTATE PROVIDER EXTRA CONTRACTS) and less a withdrawal adjustment, as described below, will accumulate daily at a rate equivalent to 5% per year until the earlier of: .. the date we determine the death benefit; or .. the first day of the month following the oldest Contract owner's or, if the Contract owner is not a living person, the Annuitant's 80/TH/ birthday, or the first day of the 61/ST/ month following the Rider Date, whichever is later. The withdrawal adjustment is equal to (a) divided by (b), and the result multiplied by (c) where: (a) = the withdrawal amount, (b) = is the Contract Value immediately prior to the withdrawal, and (c) = is the most recently calculated Enhanced Death Benefit B. After age 80, or the first day of the 61/ST/ month following the Rider Date, whichever is later, we will recalculate the Enhanced Death Benefit B only for purchase payments and withdrawals. SPOUSAL CONTINUATION UNDER ALLSTATE PROVIDER ADVANTAGE CONTRACTS AND ALLSTATE PROVIDER EXTRA CONTRACTS. If you elected the Enhanced Death Benefit Rider, and your spouse continues the Contract as described above, the Enhanced Death Benefit Rider and the mortality and expense risk charge for this Rider will terminate if your spouse is over age 80 on the date the Contract is continued. If the Enhanced Death Benefit Rider does continue, then the following conditions will apply: .. The Contract Value on the date the Contract is continued will equal the death benefit amount; .. Enhanced Death Benefit A will continue to be recalculated for purchase payments, withdrawals, and on Contract Anniversaries after the date the Contract is continued until the earlier of: 1. the first Contract Anniversary after the oldest new Owner's 80th birthday. After age 80, the Enhanced Death Benefit A will be recalculated only for purchase payments and withdrawals; or 2. the date we determine the death benefit; 34 PROSPECTUS

unless the deceased Owner was age 80 or older on the date of death. In this case, the Enhanced Death Benefit A will be recalculated only for purchase payments and withdrawals after the date the Contract is continued. .. The amount of the Enhanced Death Benefit B as of the date the Contract is continued and any subsequent purchase payments (and Credit Enhancements under ALLSTATE PROVIDER EXTRA CONTRACTS) and less any subsequent withdrawal adjustments will accumulate daily at a rate equivalent to 5% per year after the date the Contract is continued, until the earlier of: 1. the first day of the month following the oldest new Owner's 80th birthday. After age 80, the Enhanced Death Benefit B will be recalculated only for purchase payments and withdrawals; or 2. the date we determine the death benefit; unless the deceased Owner was age 80 or older on the date of death. In this case, the Enhanced Death Benefit B will be recalculated only for purchase payments and withdrawals after the date the Contract is continued. SPOUSAL CONTINUATION UNDER ALLSTATE PROVIDER ULTRA CONTRACTS. If you elected the Enhanced Death Benefit Rider, and your spouse continues the Contract as described above, on the date the Contract is continued, the Rider Date will be reset to the date the Contract is continued. ENHANCED EARNINGS DEATH BENEFIT RIDER For Contract owners and Annuitants up to and including age 75 as of the Rider Application Date, the Enhanced Earnings Death Benefit Rider is an optional benefit that you may elect. The Rider may not be available in all states. We may discontinue the offering of the Rider at any time. If we do not receive a complete request for settlement of the death benefit within 180 days of the date of death, the Enhanced Death Benefit will not apply and the death benefit is equal to the greater of: 1) the Contract Value as of the date we determine the death benefit, or 2) the Settlement Value as of the date we determine the death benefit. If the Contract owner is a living person, the Enhanced Earnings Death Benefit Rider applies only upon the death of the Contract owner. If the Contract owner is not a living individual, the Enhanced Earnings Death Benefit Rider applies only upon the death of the Annuitant. If the Owner is a living person, the Enhanced Earnings Death Benefit is payable and the Rider will terminate and the annual charge for the Rider will cease upon the death of the Owner, unless the Contract and Rider are continued as permitted by a surviving spouse, as described below. If the Owner is a non-living person, the Enhanced Earnings Death Benefit is payable and the Rider will terminate and the annual charge for the Rider will cease upon the death of the Annuitant. The Enhanced Earnings Death Benefit Rider and the annual charge for the rider will terminate: .. when the Contract owner is changed for reasons other than death; .. if your spouse continues the Contract as described below, and the oldest new Contract owner (your spouse in the case of ALLSTATE PROVIDER ULTRA CONTRACTS) is over age 75 on the date the Contract is continued, (or if your spouse elects to terminate the Rider). .. if the Contract owner is a non-living person, when the Annuitant is changed for reasons other than death or when the Annuitant dies; or .. on the Payout Start Date. ALLSTATE PROVIDER ADVANTAGE CONTRACTS AND ALLSTATE PROVIDER EXTRA CONTRACTS: Under the Enhanced Earnings Death Benefit Rider, if the oldest Contract owner (or the Annuitant if the Contract owner is a non-living person) is age 55 or younger on the Rider Application Date, the death benefit is increased by: .. The lesser of 80% of In-Force Premium (excluding purchase payments made after the Rider Date and in the twelve month period immediately preceding the death of the Owner, or Annuitant if the Owner is a non-living person), or 40% of In-Force Earnings, calculated as of the date we receive due proof of death. If the oldest Contract owner (or the Annuitant if the Contract owner is a non-living person) is between the ages of 56 and 65 on the Rider Application Date, the death benefit is increased by: .. The lesser of 60% of In-Force Premium (excluding purchase payments made after the Rider Date and in the twelve month period immediately preceding the death of the Owner, or annuitant is the Owner is a non-living person), or 30% of In-Force Earnings. If the oldest Contract owner (or the Annuitant if the Contract owner is a non-living person) is between the ages of 66 and 75 on the Rider Application Date, the death benefit is increased by: .. The lesser of 40% of In-Force Premium (excluding purchase payments made after the Rider Application Date and in the twelve month period immediately preceding the death of the Owner, or Annuitant if the Owner is a non-living person), or 20% of In-Force Earnings, calculated as of the date we receive due proof of death. ALLSTATE PROVIDER ULTRA CONTRACTS: Under the Enhanced Earnings Death Benefit Rider, if the oldest Contract owner (or the Annuitant if the Contract 35 PROSPECTUS

owner is a non-living person) is age 55 or younger on the Rider Application Date, the death benefit is increased by: .. 40% of the lesser of 200% of In-Force Premium (excluding purchase payments made in the 12-month period immediately preceding the date of death) or the In-Force Earnings. ("In-Force Earnings" are referred to as "Death Benefit Earnings" in the ALLSTATE PROVIDER ULTRA CONTRACTS, but we use the term "In-Force Earnings" in this prospectus for convenience). If the oldest Contract owner (or the Annuitant if the Contract owner is a non-living person) is between the ages of 56 and 65 on the Rider Application Date, the death benefit is increased by: .. 30% of the lesser of 200% of the In-Force Premium (excluding purchase payments made in the 12-month period immediately preceding the date of death) or the In-Force Earnings. If the oldest Contract owner (or the Annuitant if the Contract owner is a non-living person) is between the ages of 66 and 75 on the Rider Application Date, the death benefit is increased by: .. 20% of the lesser of 200% of the In-Force Premium (excluding purchase payments made in the 12-month period immediately preceding the date of death) or the In-Force earnings. ALL CONTRACTS: For purpose of calculating the Enhanced Earnings Death Benefit, the following definitions apply: In-Force Premium equals the Contract Value on the Rider Date plus all purchase payments made after the Rider Date less the sum of all Excess-of-Earnings Withdrawals after the Rider Date. If the Rider Date is the same as the Issue Date, then the Contract Value on the Rider Date is equal to your initial purchase payment. In-Force Earnings equal the Contract Value minus the In-Force Premium. The In-Force Earnings amount will never be less than zero. An Excess-of-Earnings Withdrawal is the amount of a withdrawal in excess of the In-Force Earnings in the Contract immediately prior to the withdrawal. We will calculate the Enhanced Earnings Death Benefit Rider as of the date we receive a complete request for settlement of the death benefit. We will pay the Enhanced Earnings Death Benefit with the death benefit as described under "Death Benefit Payments" below. SPOUSAL CONTINUATION. If you elected the Enhanced Earnings Death Benefit Rider, and your spouse continues the Contract as described below, the Enhanced Earnings Death Benefit Rider and the annual charge for this Option will terminate if the oldest new Contract owner is over age 75 on the date the Contract is continued, or if your spouse elects to terminate the Rider. If the Enhanced Earnings Death Benefit Rider is not terminated, on the date the Contract is continued, the Rider Date for this Rider will be reset to the date the Contract is continued ("new Rider Date"). The age of the oldest Contract owner (surviving spouse for Allstate Provider Ultra Contracts) on the new Rider Date will be used to determine the Enhanced Earnings Death Benefit after the new Rider Date. Also, the age of the oldest Contract owner (surviving spouse for ALLSTATE PROVIDER ULTRA CONTRACTS) will be used to determine the annual charge for the Rider after the new Rider Date. The value of the Enhanced Earnings Death Benefit largely depends on the amount of earnings that accumulate under your Contract. If you expect to withdraw the earnings from your Contract Value, electing the Enhanced Earnings Death Benefit Rider may not be appropriate. For purposes of calculating the Enhanced Earnings Death Benefit, earnings are considered to be withdrawn first before purchase payments. Your financial advisor can help you decide if the Enhanced Earnings Death Benefit Rider is right for you. For examples of how the death benefit is calculated under the Enhanced Earnings Death Benefit Rider, see Appendix C. DEATH BENEFIT PAYMENTS If the sole new Contract Owner is your spouse, the new Contract Owner may: 1) elect to receive the death benefit in a lump sum, or 2) elect to apply the death benefit to an Income Plan. Payments from the Income Plan must begin within one year of the date of death and must be payable throughout: .. the life of the new Contract Owner; .. for a guaranteed number of payments from 5 to 50 years, but not to exceed the life expectancy of the new Contract Owner; or .. over the life of the new Contract Owner with a guaranteed number of payments from 5 to 30 years but not to exceed the life expectancy of the new Contract Owner. If your spouse does not elect one of the options above the Contract will continue in the Accumulation Phase as if the death had not occurred. If the contract is continued in the Accumulation Phase, the following conditions apply: On the date the Contract is continued, the Contract Value will equal the amount of the death benefit as determined as of the end of the Valuation Date on which we received a complete request for settlement of the death benefit (the next Valuation Date, if we receive the request after 3:00 p.m. Central Time). Unless otherwise instructed by the continuing spouse, the excess, if any, of the death benefit over the Contract Value will be allocated to the Sub-Accounts of the 36 PROSPECTUS

Variable Account. This excess will be allocated in proportion to your Contract Value in those Sub-Accounts as of the end of the Valuation Date on which we receive the complete request for settlement of the death benefit (the next Valuation Date, if we receive the request after 3:00 p.m. Central Time), except that any portion of this excess attributable to the Fixed Account Options will be allocated to the money market Variable Sub-Account. Within 30 days of the date the Contract is continued, your surviving spouse may choose one of the following transfer alternatives without incurring a transfer fee: (i) transfer all or a portion of the excess among the Variable Sub-Accounts; (ii) transfer all or a portion of the excess into the Guarantee Maturity Fixed Account and begin a new Guarantee Period; or (iii) transfer all or a portion of the excess into a combination of Variable Sub-Accounts and the Guarantee Maturity Fixed Account. Any such transfer does not count as one of the free transfers allowed each Contract Year and is subject to any minimum allocation amount specified in your Contract. The surviving spouse may make a single withdrawal of any amount within one year of the date of your death without incurring a Market Value Adjustment or withdrawal charge. Only one spousal continuation is allowed under this Contract. If the new Contract Owner is not your spouse but is a living person, or if there are multiple living new Contract Owners, the new Contract Owner may: 1) elect to receive the death benefit in a lump sum, or 2) elect to apply the death benefit to an Income Plan. Payments from the Income Plan must begin within one year of the date of death and must be payable throughout: .. the life of the new Contract Owner; .. for a guaranteed number of payments from 5 to 50 years, but not to exceed the life expectancy of the new Contract Owner; or .. over the life of the new Contract Owner with a guaranteed number of payments from 5 to 30 years but not to exceed the life expectancy of the new Contract Owner. If the new Contract Owner does not elect one of the options above then the new Contract Owner must receive the Contract Value payable within 5 years of your date of death. The Contract Value will equal the amount of the death benefit as determined as of the end of the Valuation Date on which we receive the complete request for settlement of the death benefit (the next Valuation Date, if we receive the request after 3:00 p.m. Central Time). Unless otherwise instructed by the new Contract Owner, the excess, if any, of the death benefit over the Contract Value will be allocated to the money market Variable Sub-Account. The new Contract Owner may exercise all rights as set forth in the Transfers section of the Contract during this 5 year period. No additional purchase payments may be added to the Contract under this election. Any withdrawal charges applicable under ALLSTATE PROVIDER ULTRA CONTRACTS and ALLSTATE PROVIDER EXTRA CONTRACTS will be waived for any withdrawals made during this 5 year period; however, amounts withdrawn may be subject to a Market Value Adjustment. If the new Contract Owner dies prior to the receiving all of the Contract Value, then the new Contract Owner's named beneficiary(ies) will receive the greater of the Settlement Value or the remaining Contract Value. This amount must be received as a lump sum within 5 years of the date of the original Contract Owner's death. If the new Contract Owner is a corporation, trust, or other non- living person: (a) The new Contract Owner may elect to receive the death benefit in a lump sum; or (b) If the new Contract Owner does not elect the option above, then the new Contract Owner must receive the Contract Value payable within 5 years of your date of death. The Contract Value will equal the amount of the death benefit as determined as of the end of the Valuation Date on which we receive the complete request for settlement of the death benefit (the next Valuation Date, if we receive the request after 3:00 p.m. Central Time). Unless otherwise instructed by the new Contract Owner, the excess, if any, of the death benefit over the Contract Value will be allocated to the money market Variable Sub-Account. The new Contract Owner may exercise all rights as set forth in the Transfers provision of the Contract during this 5 year period. No additional purchase payments may be added to the Contract under this election. Any withdrawal charges applicable under ALLSTATE PROVIDER ULTRA CONTRACTS and ALLSTATE PROVIDER EXTRA CONTRACTS will be waived during this 5 year period. We reserve the right to offer additional options upon the death of the Contract Owner. If any new Contract Owner is a non-living person, all new Contract Owners will be considered to be non-living persons for the above purposes. Under any of these options, all ownership rights, subject to any restrictions previously placed upon the Beneficiary, are available to the new Contract Owner from the date of your death to the date on which the death benefit is paid. DEATH OF ANNUITANT If the Annuitant who is not also the Contract owner dies prior to the Payout Start Date and the Contract owner is a living person, then the Contract will continue with a 37 PROSPECTUS

new Annuitant as described in the Annuitant provision above. If the Annuitant who is not also the Contract owner dies prior to the Payout Start Date and the Contract owner is a non-living person, the following apply: (a) The Contract owner may elect to receive the death benefit in a lump sum; or (b) If the Contract owner does not elect the above option, then the Contract Owner must receive the Contract Value payable within 5 years of the Annuitant's date of death. The Contract Value will equal the amount of the death benefit as determined as of the end of the Valuation Date on which we receive the complete request for settlement of the death benefit (the next Valuation Date, if we receive the request after 3:00 p.m. Central Time). Unless otherwise instructed by the Contract owner, the excess, if any, of the death benefit over the Contract Value will be allocated to the Money Market Variable Sub-Account. The Contract owner may then exercise all rights as set forth in the Transfers provision of the Contract during this 5 year period. No additional purchase payments may be added to the Contract under this election. Any withdrawal charges applicable under ALLSTATE PROVIDER ULTRA CONTRACTS and ALLSTATE PROVIDER EXTRA CONTRACTS will be waived during this 5 year period; however, amounts withdrawn may be subject to a Market Value Adjustment. We reserve the right to offer additional options upon the death of the Annuitant. Under any of these options, all ownership rights are available to the non-living Contract Owner from the date of the Annuitant's death to the date on which the death benefit is paid. MORE INFORMATION - -------------------------------------------------------------------------------- ALLSTATE LIFE Allstate Life is the issuer of the Contract. Allstate Life was organized in 1957 is a stock life insurance company under the laws of the state of Illinois. Prior to January 1, 2005, Glenbrook Life and Annuity Company ("Glenbrook") issued the Contract. Effective January 1, 2005, Glenbrook merged with Allstate Life ("Merger"). On the date of the Merger, Allstate acquired from Glenbrook all of the Glenbrook's assets and became directly liable for Glenbrook's liabilities and obligations with respect to all contracts issued by Glenbrook. Allstate Life is a wholly owned subsidiary of Allstate Insurance Company, a stock property-liability insurance company organized under the laws of the state of Illinois. All of the capital stock issued and outstanding of Allstate Insurance Company is owned by The Allstate Corporation. Allstate Life is licensed to operate in the District of Columbia, Puerto Rico, and all jurisdictions except the state of New York. We intend to offer the Contract in those jurisdictions in which we are licensed. Our home office is located at 3100 Sanders Road, Northbrook, Illinois 60062. THE VARIABLE ACCOUNT Allstate Life established the Allstate Financial Advisors Separate Account I in 1999. The Contracts were previously issued through the Glenbrook Life Multi-Manager Variable Account. Effective January 1, 2005, Glenbrook Life Multi-Manager Variable Account and Glenbrook Life and Annuity Separate Account A combined with Allstate Financial Advisors Separate Account I and consolidated duplicative Variable Sub-Accounts that invest in the same Portfolio (the "Consolidation"). The Accumulation Unit Values for the Variable Sub-Accounts in which you invest did not change as a result of the Consolidation, and your Contract Value immediately after the Consolidation was the same as the value immediately before the Consolidation. We have registered the Variable Account with the SEC as a unit investment trust. The SEC does not supervise the management of the Variable Account or Allstate Life. We own the assets of the Variable Account. The Variable Account is a segregated asset account under Illinois insurance law. That means we account for the Variable Account's income, gains, and losses separately from the results of our other operations. It also means that only the assets of the Variable Account that are in excess of the reserves and other Contract liabilities with respect to the Variable Account are subject to liabilities relating to our other operations. Our obligations arising under the Contracts are general corporate obligations of Allstate Life. The Variable Account consists of multiple Variable Sub-Accounts, each of which are available under the Contract. We may add new Variable Sub-Accounts or eliminate one or more of them, if we believe marketing, tax, or investment conditions so warrant. We do not guarantee the investment performance of the Variable Account, its Sub-Accounts or the Portfolios. We may use the Variable Account to fund our other annuity contracts. We will account separately for each type of annuity contract funded by the Variable Account. THE PORTFOLIOS DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS. We automatically reinvest all dividends and capital gains 38 PROSPECTUS

distributions from the Portfolios in shares of the distributing Portfolio at their net asset value. VOTING PRIVILEGES. As a general matter, you do not have a direct right to vote the shares of the Portfolios held by the Variable Sub-Accounts to which you have allocated your Contract Value. Under current law, however, you are entitled to give us instructions on how to vote those shares on certain matters. Based on our present view of the law, we will vote the shares of the Portfolios that we hold directly or indirectly through the Variable Account in accordance with instructions that we receive from Contract owners entitled to give such instructions. As a general rule, before the Payout Start Date, the Contract owner or anyone with a voting interest is the person entitled to give voting instructions. The number of shares that a person has a right to instruct will be determined by dividing the Contract Value allocated to the applicable Variable Sub-Account by the net asset value per share of the corresponding Portfolio as of the record date of the meeting. After the Payout Start Date the person receiving income payments has the voting interest. The payee's number of votes will be determined by dividing the reserve for such Contract allocated to the applicable Variable Sub-Account by the net asset value per share of the corresponding Portfolio. The votes decrease as income payments are made and as the reserves for the Contract decrease. We will vote shares attributable to Contracts for which we have not received instructions, as well as shares attributable to us, in the same proportion as we vote shares for which we have received instructions, unless we determine that we may vote such shares in our own discretion. We will apply voting instructions to abstain on any item to be voted upon on a pro-rata basis to reduce the votes eligible to be cast. We reserve the right to vote Portfolio shares as we see fit without regard to voting instructions to the extent permitted by law. If we disregard voting instructions, we will include a summary of that action and our reasons for that action in the next semi-annual financial report we send to you. CHANGES IN PORTFOLIOS. If the shares of any of the Portfolios are no longer available for investment by the Variable Account or if, in our judgment, further investment in such shares is no longer desirable in view of the purposes of the Contract, we may eliminate that Portfolio and substitute shares of another eligible investment fund. Any substitution of securities will comply with the requirements of the Investment Company Act of 1940. We also may add new Variable Sub-Accounts that invest in additional mutual funds. We will notify you in advance of any change. CONFLICTS OF INTEREST. Certain of the Portfolios sell their shares to separate accounts underlying both variable life insurance and variable annuity contracts. It is conceivable that in the future it may be unfavorable for variable life insurance separate accounts and variable annuity separate accounts to invest in the same Portfolio. The boards of directors of these Portfolios monitor for possible conflicts among separate accounts buying shares of the Portfolios. Conflicts could develop for a variety of reasons. For example, differences in treatment under tax and other laws or the failure by a separate account to comply with such laws could cause a conflict. To eliminate a conflict, a Portfolio's board of directors may require a separate account to withdraw its participation in a Portfolio. A Portfolio's net asset value could decrease if it had to sell investment securities to pay redemption proceeds to a separate account withdrawing because of a conflict. THE CONTRACT DISTRIBUTION. ALFS, Inc. ("ALFS"), located at 3100 Sanders Road, Northbrook, IL 60062-7154, serves as principal underwriter of the Contracts. ALFS is a wholly owned subsidiary of Allstate Life. ALFS is a registered broker dealer under the Securities and Exchange Act of 1934, as amended ("EXCHANGE ACT"), and is a member of the NASD, Inc. We will pay commissions to broker-dealers who sell the contracts. Commissions paid may vary, but we estimate that the total commissions paid on all Contract sales will not exceed 8.5% of all purchase payments. These commissions are intended to cover distribution expenses. Sometimes, we also pay the broker-dealer a persistency bonus in addition to the standard commissions. A persistency bonus is not expected to exceed 1.00%, on an annual basis, of the Contract Values considered in connection with the bonus. In some states, Contracts may be sold by representatives or employees of banks which may be acting as broker-dealers without separate registration under the Exchange Act, pursuant to legal and regulatory exceptions. Allstatedoes not pay ALFS a commission for distribution of the Contracts. The underwriting agreement with ALFS provides that we will reimburse ALFS for any liability to Contract owners arising out of services rendered or Contracts issued. ADMINISTRATION. We have primary responsibility for all administration of the Contracts and the Variable Account. We provide the following administrative services, among others: .. issuance of the Contracts; .. maintenance of Contract owner records; .. Contract owner services; .. calculation of unit values; .. maintenance of the Variable Account; and .. preparation of Contract owner reports. We will send you Contract statements and transaction confirmations at least annually. You should notify us promptly in writing of any address change. You should 39 PROSPECTUS

read your statements and confirmations carefully and verify their accuracy. You should contact us promptly if you have a question about a periodic statement. We will investigate all complaints and make any necessary adjustments retroactively, but you must notify us of a potential error within a reasonable time after the date of the questioned statement. If you wait too long, we reserve the right to make the adjustment as of the date that we receive notice of the potential error. We also will provide you with additional periodic and other reports, information and prospectuses as may be required by federal securities laws. NON-QUALIFIED ANNUITIES HELD WITHIN A QUALIFIED PLAN If you use the Contract within an employer sponsored qualified retirement plan, the plan may impose different or additional conditions or limitations on withdrawals, waivers of withdrawal charges, death benefits, Payout Start Dates, income payments, and other Contract features. In addition, adverse tax consequences may result if qualified plan limits on distributions and other conditions are not met. Please consult your qualified plan administrator for more information. Allstate Life and Annuity Company no longer issues deferred annuities to employer sponsored qualified retirement plans. LEGAL MATTERS All matters of state insurance law pertaining to the Contracts, including the validity of the Contracts and Allstate's right to issue such Contracts under state insurance law, have been passed upon by Michael J. Velotta, General Counsel of Allstate. 40 PROSPECTUS

TAXES - -------------------------------------------------------------------------------- THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE. ALLSTATE LIFE MAKES NO GUARANTEE REGARDING THE TAX TREATMENT OF ANY CONTRACT OR TRANSACTION INVOLVING A CONTRACT. Federal, state, local and other tax consequences of ownership or receipt of distributions under an annuity contract depend on your individual circumstances. If you are concerned about any tax consequences with regard to your individual circumstances, you should consult a competent tax adviser. TAXATION OF ALLSTATE LIFE INSURANCE COMPANY Allstate Life is taxed as a life insurance company under Part I of Subchapter L of the Code. Since the Variable Account is not an entity separate from Allstate Life, and its operations form a part of Allstate Life, it will not be taxed separately. Investment income and realized capital gains of the Variable Account are automatically applied to increase reserves under the Contract. Under existing federal income tax law, Allstate Life believes that the Variable Account investment income and capital gains will not be taxed to the extent that such income and gains are applied to increase the reserves under the Contract. Accordingly, Allstate Life does not anticipate that it will incur any federal income tax liability attributable to the Variable Account, and therefore Allstate Life does not intend to make provisions for any such taxes. If Allstate Life is taxed on investment income or capital gains of the Variable Account, then Allstate Life may impose a charge against the Variable Account in order to make provision for such taxes. TAXATION OF VARIABLE ANNUITIES IN GENERAL TAX DEFERRAL. Generally, you are not taxed on increases in the Contract Value until a distribution occurs. This rule applies only where: .. the Contract Owner is a natural person, .. the investments of the Variable Account are "adequately diversified" according to Treasury Department regulations, and .. Allstate Life is considered the owner of the Variable Account assets for federal income tax purposes. NON-NATURAL OWNERS. Non-natural owners are also referred to as Non Living Owners in this prospectus. As a general rule, annuity contracts owned by non-natural persons such as corporations, trusts, or other entities are not treated as annuity contracts for federal income tax purposes. The income on such contracts does not enjoy tax deferral and is taxed as ordinary income received or accrued by the non-natural owner during the taxable year. EXCEPTIONS TO THE NON-NATURAL OWNER RULE. There are several exceptions to the general rule that annuity contracts held by a non-natural owner are not treated as annuity contracts for federal income tax purposes. Contracts will generally be treated as held by a natural person if the nominal owner is a trust or other entity which holds the contract as agent for a natural person. However, this special exception will not apply in the case of an employer who is the nominal owner of an annuity contract under a non-Qualified deferred compensation arrangement for its employees. Other exceptions to the non-natural owner rule are: (1) contracts acquired by an estate of a decedent by reason of the death of the decedent; (2) certain qualified contracts; (3) contracts purchased by employers upon the termination of certain qualified plans; (4) certain contracts used in connection with structured settlement agreements; and (5) immediate annuity contracts, purchased with a single premium, when the annuity starting date is no later than a year from purchase of the annuity and substantially equal periodic payments are made, not less frequently than annually, during the annuity period. GRANTOR TRUST OWNED ANNUITY. Contracts owned by a grantor trust are considered owned by a non-natural owner. Grantor trust owned contracts receive tax deferral as described in the Exceptions to the Non-Natural Owner Rule section. In accordance with the Code, upon the death of the annuitant, the death benefit must be paid. According to your Contract, the Death Benefit is paid to the surviving Contract Owner. Since the trust will be the surviving Contract Owner in all cases, the Death Benefit will be payable to the trust notwithstanding any beneficiary designation on the annuity contract. A trust, including a grantor trust, has two options for receiving any death benefits: 1) a lump sum payment; or 2) payment deferred up to five years from date of death. DIVERSIFICATION REQUIREMENTS. For a Contract to be treated as an annuity for federal income tax purposes, the investments in the Variable Account must be "adequately diversified" consistent with standards under Treasury Department regulations. If the investments in the Variable Account are not adequately diversified, the Contract will not be treated as an annuity contract for federal income tax purposes. As a result, the income on the Contract will be taxed as ordinary income received or accrued by the Contract owner during the taxable year. Although Allstate Life does not have control over the Portfolios or their investments, we expect the Portfolios to meet the diversification requirements. OWNERSHIP TREATMENT. The IRS has stated that a contract owner will be considered the owner of separate account assets if he possesses incidents of ownership in those assets, such as the ability to exercise investment control over the assets. At the time the diversification regulations were issued, the Treasury Department announced that the regulations do not provide guidance 41 PROSPECTUS

concerning circumstances in which investor control of the separate account investments may cause a Contract owner to be treated as the owner of the separate account. The Treasury Department also stated that future guidance would be issued regarding the extent that owners could direct sub-account investments without being treated as owners of the underlying assets of the separate account. Your rights under the Contract are different than those described by the IRS in private and published rulings in which it found that Contract owners were not owners of separate account assets. For example, if your contract offers more than twenty (20) investment alternatives you have the choice to allocate premiums and contract values among a broader selection of investment alternatives than described in such rulings. You may be able to transfer among investment alternatives more frequently than in such rulings. These differences could result in you being treated as the owner of the Variable Account. If this occurs, income and gain from the Variable Account assets would be includible in your gross income. Allstate Life does not know what standards will be set forth in any regulations or rulings which the Treasury Department may issue. It is possible that future standards announced by the Treasury Department could adversely affect the tax treatment of your Contract. We reserve the right to modify the Contract as necessary to attempt to prevent you from being considered the federal tax owner of the assets of the Variable Account. However, we make no guarantee that such modification to the Contract will be successful. TAXATION OF PARTIAL AND FULL WITHDRAWALS. If you make a partial withdrawal under a Non-Qualified Contract, amounts received are taxable to the extent the Contract Value, without regard to surrender charges, exceeds the investment in the Contract. The investment in the Contract is the gross premium paid for the contract minus any amounts previously received from the Contract if such amounts were properly excluded from your gross income. If you make a full withdrawal under a Non-Qualified Contract, the amount received will be taxable only to the extent it exceeds the investment in the Contract. TAXATION OF ANNUITY PAYMENTS. Generally, the rule for income taxation of annuity payments received from a Non-Qualified Contract provides for the return of your investment in the Contract in equal tax-free amounts over the payment period. The balance of each payment received is taxable. For fixed annuity payments, the amount excluded from income is determined by multiplying the payment by the ratio of the investment in the Contract (adjusted for any refund feature or period certain) to the total expected value of annuity payments for the term of the Contract. If you elect variable annuity payments, the amount excluded from taxable income is determined by dividing the investment in the Contract by the total number of expected payments. The annuity payments will be fully taxable after the total amount of the investment in the Contract is excluded using these ratios. If any variable payment is less than the excludable amount you should contact a competent tax advisor to determine how to report any unrecovered investment. The federal tax treatment of annuity payments is unclear in some respects. As a result, if the IRS should provide further guidance, it is possible that the amount we calculate and report to the IRS as taxable could be different. If you die, and annuity payments cease before the total amount of the investment in the Contract is recovered, the unrecovered amount will be allowed as a deduction for your last taxable year. WITHDRAWALS AFTER THE PAYOUT START DATE. Federal tax law is unclear regarding the taxation of any additional withdrawal received after the Payout Start Date. It is possible that a greater or lesser portion of such a payment could be taxable than the amount we determine. DISTRIBUTION AT DEATH RULES. In order to be considered an annuity contract for federal income tax purposes, the Contract must provide: .. if any Contract Owner dies on or after the Payout Start Date but before the entire interest in the Contract has been distributed, the remaining portion of such interest must be distributed at least as rapidly as under the method of distribution being used as of the date of the Contract Owner's death; .. if any Contract Owner dies prior to the Payout Start Date, the entire interest in the Contract will be distributed within 5 years after the date of the Contract Owner's death. These requirements are satisfied if any portion of the Contract Owner's interest that is payable to (or for the benefit of) a designated Beneficiary is distributed over the life of such Beneficiary (or over a period not extending beyond the life expectancy of the Beneficiary) and the distributions begin within 1 year of the Contract Owner's death. If the Contract Owner's designated Beneficiary is the surviving spouse of the Contract Owner, the Contract may be continued with the surviving spouse as the new Contract Owner. .. if the Contract Owner is a non-natural person, then the Annuitant will be treated as the Contract Owner for purposes of applying the distribution at death rules. In addition, a change in the Annuitant on a Contract owned by a non-natural person will be treated as the death of the Contract Owner. TAXATION OF ANNUITY DEATH BENEFITS. Death Benefit amounts are included in income as follows: .. if distributed in a lump sum, the amounts are taxed in the same manner as a full withdrawal, or .. if distributed under an Income Plan, the amounts are taxed in the same manner as annuity payments. PENALTY TAX ON PREMATURE DISTRIBUTIONS. A 10% penalty tax applies to the taxable amount of any premature distribution from a non-Qualified Contract. 42 PROSPECTUS

The penalty tax generally applies to any distribution made prior to the date you attain age 59 1/2. However, no penalty tax is incurred on distributions: .. made on or after the date the Contract Owner attains age 59 1/2, .. made as a result of the Contract Owner's death or becoming totally disabled, .. made in substantially equal periodic payments over the Contract Owner's life or life expectancy, or over the joint lives or joint life expectancies of the Contract Owner and the Beneficiary, .. made under an immediate annuity, or .. attributable to investment in the Contract before August 14, 1982. You should consult a competent tax advisor to determine how these exceptions may apply to your situation. SUBSTANTIALLY EQUAL PERIODIC PAYMENTS. With respect to non-Qualified Contracts using substantially equal periodic payments or immediate annuity payments as an exception to the penalty tax on premature distributions, any additional withdrawal or other material modification of the payment stream would violate the requirement that payments must be substantially equal. Failure to meet this requirement would mean that the income portion of each payment received prior to the later of 5 years or the Contract Owner's attaining age 59 1/2 would be subject to a 10% penalty tax unless another exception to the penalty tax applied. The tax for the year of the modification is increased by the penalty tax that would have been imposed without the exception, plus interest for the years in which the exception was used. A material modification does not include permitted changes described in published IRS rulings. You should consult a competent tax advisor prior to creating or modifying a substantially equal periodic payment stream. TAX FREE EXCHANGES UNDER INTERNAL REVENUE CODE SECTION 1035. A 1035 exchange is a tax-free exchange of a non-qualified life insurance contract, endowment contract or annuity contract into a non-Qualified annuity contract. The contract owner(s) must be the same on the old and new contract. Basis from the old contract carries over to the new contract so long as we receive that information from the relinquishing company. If basis information is never received, we will assume that all exchanged funds represent earnings and will allocate no cost basis to them. PARTIAL EXCHANGES. The IRS has issued a ruling that permits partial exchanges of annuity contracts. Under this ruling, if you take a withdrawal from a receiving or relinquishing annuity contract within 24 months of the partial exchange, then special aggregation rules apply for purposes of determining the taxable amount of a distribution. The IRS has issued limited guidance on how to aggregate and report these distributions. The IRS is expected to provide further guidance; as a result, it is possible that the amount we calculate and report to the IRS as taxable could be different. TAXATION OF OWNERSHIP CHANGES. If you transfer a non-Qualified Contract without full and adequate consideration to a person other than your spouse (or to a former spouse incident to a divorce), you will be taxed on the difference between the Contract Value and the investment in the Contract at the time of transfer. Any assignment or pledge (or agreement to assign or pledge) of the Contract Value is taxed as a withdrawal of such amount or portion and may also incur the 10% penalty tax. AGGREGATION OF ANNUITY CONTRACTS. The Code requires that all non-Qualified deferred annuity contracts issued by Allstate Life (or its affiliates) to the same Contract Owner during any calendar year be aggregated and treated as one annuity contract for purposes of determining the taxable amount of a distribution. INCOME TAX WITHHOLDING Generally, Allstate Life is required to withhold federal income tax at a rate of 10% from all non-annuitized distributions. The customer may elect out of withholding by completing and signing a withholding election form. If no election is made, we will automatically withhold the required 10% of the taxable amount. In certain states, if there is federal withholding, then state withholding is also mandatory. Allstate Life is required to withhold federal income tax using the wage withholding rates for all annuitized distributions. The customer may elect out of withholding by completing and signing a withholding election form. If no election is made, we will automatically withhold using married with three exemptions as the default. If no U.S. taxpayer identification number is provided, we will automatically withhold using single with zero exemptions as the default. In certain states, if there is federal withholding, then state withholding is also mandatory. Election out of withholding is valid only if the customer provides a U.S. residence address and taxpayer identification number. Generally, Section 1441 of the Code provides that Allstate Life as a withholding agent must withhold 30% of the taxable amounts paid to a non-resident alien. A non-resident alien is someone other than a U.S. citizen or resident alien. Withholding may be reduced or eliminated if covered by an income tax treaty between the U.S. and the non-resident alien's country of residence if the payee provides a U.S. taxpayer identification number on a completed Form W-8BEN. A U.S. taxpayer identification number is a social security number or an individual taxpayer identification number ("ITIN"). ITINs are issued by the IRS to non-resident alien individuals who are not eligible to obtain a social security number. The U.S. does not have a tax treaty with all countries nor do all tax treaties provide an exclusion or lower withholding rate for annuities. 43 PROSPECTUS

TAX QUALIFIED CONTRACTS The income on tax sheltered annuity (TSA) and IRA investments is tax deferred, and the income on variable annuities held by such plans does not receive any additional tax deferral. You should review the annuity features, including all benefits and expenses, prior to purchasing a variable annuity as a TSA or IRA. Tax Qualified Contracts are contracts purchased as investments as: .. Individual Retirement Annuities (IRAs) under Section 408(b) of the Code; .. Roth IRAs under Section 408A of the Code; .. Simplified Employee Pension (SEP IRA) under Section 408(k) of the Code; .. Savings Incentive Match Plans for Employees (SIMPLE IRA) under Section 408(p) of the Code; and .. Tax Sheltered Annuities under Section 403(b) of the Code. Allstate Life reserves the right to limit the availability of the Contract for use with any of the retirement plans listed above or to modify the Contract to conform with tax requirements. The tax rules applicable to participants with tax qualified annuities vary according to the type of contract and the terms and conditions of the endorsement. Adverse tax consequences may result from certain transactions such as excess contributions, premature distributions, and, distributions that do not conform to specified commencement and minimum distribution rules. Allstate Life can issue an individual retirement annuity on a rollover or transfer of proceeds from a decedent's IRA, TSA, or employer sponsored retirement plan under which the decedent's surviving spouse is the beneficiary. Allstate Life does not offer an individual retirement annuity that can accept a transfer of funds for any other, non-spousal, beneficiary of a decedent's IRA, TSA, or employer sponsored retirement plan. In the case of certain qualified plans, the terms of the plans may govern the right to benefits, regardless of the terms of the Contract. TAXATION OF WITHDRAWALS FROM AN INDIVIDUALLY OWNED TAX QUALIFIED CONTRACT. If you make a partial withdrawal under a Tax Qualified Contract other than a Roth IRA, the portion of the payment that bears the same ratio to the total payment that the investment in the Contract (i.e., nondeductible IRA contributions) bears to the Contract Value, is excluded from your income. We do not keep track of nondeductible contributions, and all tax reporting of distributions from Tax Qualified Contracts other than Roth IRAs will indicate that the distribution is fully taxable. "Qualified distributions" from Roth IRAs are not included in gross income. "Qualified distributions" are any distributions made more than five taxable years after the taxable year of the first contribution to any Roth IRA and which are: .. made on or after the date the Contract Owner attains age 59 1/2, .. made to a beneficiary after the Contract Owner's death, .. attributable to the Contract Owner being disabled, or .. made for a first time home purchase (first time home purchases are subject to a lifetime limit of $10,000). "Nonqualified distributions" from Roth IRAs are treated as made from contributions first and are included in gross income only to the extent that distributions exceed contributions. All tax reporting of distributions from Roth IRAs will indicate that the taxable amount is not determined. REQUIRED MINIMUM DISTRIBUTIONS. Generally, IRAs (excluding Roth IRAs) and TSAs require minimum distributions upon reaching age 70 1/2. Failure to withdraw the required minimum distribution will result in a 50% tax penalty on the shortfall not withdrawn from the Contract. Not all income plans offered under the Contract satisfy the requirements for minimum distributions. Because these distributions are required under the Code and the method of calculation is complex, please see a competent tax advisor. THE DEATH BENEFIT AND TAX QUALIFIED CONTRACTS. Pursuant to the Code and IRS regulations, an IRA (e.g., traditional IRA, Roth IRA, SEP IRA and SIMPLE IRA) may not invest in life insurance contracts. However, an IRA may provide a death benefit that equals the greater of the purchase payments or the Contract Value. The Contract offers a death benefit that in certain circumstances may exceed the greater of the purchase payments or the Contract Value. We believe that the Death Benefits offered by your Contract do not constitute life insurance under these regulations. It is also possible that certain death benefits that offer enhanced earnings could be characterized as an incidental death benefit. If the death benefit were so characterized, this could result in current taxable income to a Contract Owner. In addition, there are limitations on the amount of incidental death benefits that may be provided under qualified plans, such as in connection with a 403(b) plan. Allstate Life reserves the right to limit the availability of the Contract for use with any of the qualified plans listed above. PENALTY TAX ON PREMATURE DISTRIBUTIONS FROM TAX QUALIFIED CONTRACTS. A 10% penalty tax applies to the taxable amount of any premature distribution from a Tax Qualified Contract. The penalty tax generally applies to any distribution made prior to the date you attain age 59 1/2. However, no penalty tax is incurred on distributions: 44 PROSPECTUS

.. made on or after the date the Contract Owner attains age 59 1/2, .. made as a result of the Contract Owner's death or total disability, .. made in substantially equal periodic payments over the Contract Owner's life or life expectancy, or over the joint lives or joint life expectancies of the Contract Owner and the Beneficiary, .. made after separation from service after age 55 (does not apply to IRAs), .. made pursuant to an IRS levy, .. made for certain medical expenses, .. made to pay for health insurance premiums while unemployed (applies only for IRAs), .. made for qualified higher education expenses (applies only for IRAs), and .. made for a first time home purchase (up to a $10,000 lifetime limit and applies only for IRAs). During the first 2 years of the individual's participation in a SIMPLE IRA, distributions that are otherwise subject to the premature distribution penalty, will be subject to a 25% penalty tax. You should consult a competent tax advisor to determine how these exceptions may apply to your situation. SUBSTANTIALLY EQUAL PERIODIC PAYMENTS ON TAX QUALIFIED CONTRACTS. With respect to Tax Qualified Contracts using substantially equal periodic payments as an exception to the penalty tax on premature distributions, any additional withdrawal or other material modification of the payment stream would violate the requirement that payments must be substantially equal. Failure to meet this requirement would mean that the income portion of each payment received prior to the later of 5 years or the taxpayer's attaining age 59 1/2 would be subject to a 10% penalty tax unless another exception to the penalty tax applied. The tax for the year of the modification is increased by the penalty tax that would have been imposed without the exception, plus interest for the years in which the exception was used. A material modification does not include permitted changes described in published IRS rulings. You should consult a competent tax advisor prior to creating or modifying a substantially equal periodic payment stream. INCOME TAX WITHHOLDING ON TAX QUALIFIED CONTRACTS. Generally, Allstate Life is required to withhold federal income tax at a rate of 10% from all non-annuitized distributions that are not considered "eligible rollover distributions." The customer may elect out of withholding by completing and signing a withholding election form. If no election is made, we will automatically withhold the required 10% from the taxable amount. In certain states, if there is federal withholding, then state withholding is also mandatory. Allstate Life is required to withhold federal income tax at a rate of 20% on all "eligible rollover distributions" unless you elect to make a "direct rollover" of such amounts to an IRA or eligible retirement plan. Eligible rollover distributions generally include all distributions from employer sponsored retirement plans, including TSAs but excluding IRAs, with the exception of: .. required minimum distributions, or, .. a series of substantially equal periodic payments made over a period of at least 10 years, or, .. a series of substantially equal periodic payments made over the life (joint lives) of the participant (and beneficiary), or, .. hardship distributions. For all annuitized distributions that are not subject to the 20% withholding requirement, Allstate Life is required to withhold federal income tax using the wage withholding rates. The customer may elect out of withholding by completing and signing a withholding election form. If no election is made, we will automatically withhold using married with three exemptions as the default. If no U.S. taxpayer identification number is provided, we will automatically withhold using single with zero exemptions as the default. In certain states, if there is federal withholding, then state withholding is also mandatory. Election out of withholding is valid only if the customer provides a U.S. residence address and taxpayer identification number. Generally, Section 1441 of the Code provides that Allstate Life as a withholding agent must withhold 30% of the taxable amounts paid to a non-resident alien. A non-resident alien is someone other than a U.S. citizen or resident alien. Withholding may be reduced or eliminated if covered by an income tax treaty between the U.S. and the non-resident alien's country of residence if the payee provides a U.S. taxpayer identification number on a completed Form W-8BEN. A U.S. taxpayer identification number is a social security number or an individual taxpayer identification number ("ITIN"). ITINs are issued by the IRS to non-resident alien individuals who are not eligible to obtain a social security number. The U.S. does not have a tax treaty with all countries nor do all tax treaties provide an exclusion or lower withholding rate for annuities. INDIVIDUAL RETIREMENT ANNUITIES. Section 408 of the Code permits eligible individuals to contribute to an individual retirement program known as an Individual Retirement Annuity (IRA). Individual Retirement Annuities are subject to limitations on the amount that can be contributed and on the time when distributions may commence. Certain distributions from other types of qualified plans may be "rolled over" on a tax-deferred basis into an Individual Retirement Annuity. ROTH INDIVIDUAL RETIREMENT ANNUITIES. Section 408A of the Code permits eligible individuals to make nondeductible contributions to an individual retirement program known as a Roth Individual Retirement Annuity. 45 PROSPECTUS

Roth Individual Retirement Annuities are subject to limitations on the amount that can be contributed and on the time when distributions may commence. Subject to certain limitations, a traditional Individual Retirement Account or Annuity may be converted or "rolled over" to a Roth Individual Retirement Annuity. The income portion of a conversion or rollover distribution is taxable currently, but is exempted from the 10% penalty tax on premature distributions. ANNUITIES HELD BY INDIVIDUAL RETIREMENT ACCOUNTS (COMMONLY KNOWN AS CUSTODIAL IRAS). Internal Revenue Code Section 408 permits a custodian or trustee of an Individual Retirement Account to purchase an annuity as an investment of the Individual Retirement Account. If an annuity is purchased inside of an Individual Retirement Account, then the Annuitant must be the same person as the beneficial owner of the Individual Retirement Account. Generally, the death benefit of an annuity held in an Individual Retirement Account must be paid upon the death of the Annuitant. However, in most states, the Contract permits the custodian or trustee of the Individual Retirement Account to continue the Contract in the accumulation phase, with the Annuitant's surviving spouse as the new Annuitant, if the following conditions are met: 1) The custodian or trustee of the Individual Retirement Account is the owner of the annuity and has the right to the death proceeds otherwise payable under the annuity contract; 2) The deceased Annuitant was the beneficial owner of the Individual Retirement Account; 3) We receive a complete request for settlement for the death of the Annuitant; and 4) The custodian or trustee of the Individual Retirement Account provides us with a signed certification of the following: (a) The Annuitant's surviving spouse is the sole beneficiary of the Individual Retirement Account; (b) The Annuitant's surviving spouse has elected to continue the Individual Retirement Account as his or her own Individual Retirement Account; and (c) The custodian or trustee of the Individual Retirement Account has continued the Individual Retirement Account pursuant to the surviving spouse's election. SIMPLIFIED EMPLOYEE PENSION IRA. Section 408(k) of the Code allows eligible employers to establish simplified employee pension plans for their employees using individual retirement annuities. These employers may, within specified limits, make deductible contributions on behalf of the employees to the individual retirement annuities. Employers intending to use the Contract in connection with such plans should seek competent tax advice. SAVINGS INCENTIVE MATCH PLANS FOR EMPLOYEES (SIMPLE IRA). Section 408(p) of the Code allow eligible employers with 100 or fewer employees to establish SIMPLE retirement plans for their employees using individual retirement annuities. In general, a SIMPLE IRA consists of a salary deferral program for eligible employees and matching or nonelective contributions made by employers. Employers intending to purchase the Contract as a SIMPLE IRA should seek competent tax and legal advice. TO DETERMINE IF YOU ARE ELIGIBLE TO CONTRIBUTE TO ANY OF THE ABOVE LISTED IRAS (TRADITIONAL, ROTH, SEP, OR SIMPLE), PLEASE REFER TO IRS PUBLICATION 590 AND YOUR COMPETENT TAX ADVISOR. TAX SHELTERED ANNUITIES. Section 403(b) of the Code provides tax-deferred retirement savings plans for employees of certain non-profit and educational organizations. Under Section 403(b), any contract used for a 403(b) plan must provide that distributions attributable to salary reduction contributions made after 12/31/88, and all earnings on salary reduction contributions, may be made only on or after the date the employee: .. attains age 59 1/2, .. severs employment, .. dies, .. becomes disabled, or .. incurs a hardship (earnings on salary reduction contributions may not be distributed on account of hardship). These limitations do not apply to withdrawals where Allstate Life is directed to transfer some or all of the Contract Value to another 403(b) plan. Generally, we do not accept Employee Retirement Income Security Act of 1974 (ERISA) funds in 403(b) contracts. 46 PROSPECTUS

ANNUAL REPORTS AND OTHER DOCUMENTS - -------------------------------------------------------------------------------- Allstate Life's annual report on Form 10-K for the year ended December 31, 2003 and its Form 10-Q reports for the quarters ended March 31, 2004, June 30, 2004, and September 30, 2004 are incorporated herein by reference which means that they are legally a part of this prospectus. After the date of this prospectus and before we terminate the offering of the securities under this prospectus, all documents or reports we file with the SEC under the Exchange Act are also incorporated herein by reference, which means that they also legally become a part of this prospectus. Statements in this prospectus, or in documents that we file later with the SEC and that legally become a part of this prospectus, may change or supersede statements in other documents that are legally part of this prospectus. Accordingly, only the statement that is changed or replaced will legally be a part of this prospectus. We file our Exchange Act documents and reports, including our annual and quarterly reports on Form 10-K and Form 10-Q electronically on the SEC's "EDGAR" system using the identifying number CIK No. 0000352736. The SEC maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the site is http://www.sec.gov. You also can view these materials at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. For more information on the operations of SEC's Public Reference Room, call 1-800-SEC-0330. If you have received a copy of this prospectus, and would like a free copy of any document incorporated herein by reference (other than exhibits not specifically incorporated by reference into the text of such documents), please write or call us at P.O. BOX 80469, LINCOLN, NE 68501-0469 (telephone: 1-800-755-5275). 47 PROSPECTUS

APPENDIX A ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH VARIABLE SUB-ACCOUNT SINCE CONTRACTS WERE FIRST OFFERED/+/ (BASE CONTRACT) - -------------------------------------------------------------------------------- The following tables show the Accumulation Unit Values for each of the Variable Sub-Accounts for base Contracts without any optional benefit and Contracts with the Enhanced Death Benefit and Income Benefit. These two tables represent the lowest and highest combination of charges that affect Accumulation Unit Values available under the Contracts. The Statement of Additional Information, which is available upon request without charge, contains the Accumulation Unit Values for Contracts with all other optional benefits, or available combination thereof. Please contact us at 1-800-755-5275 to obtain a copy of the Statement of Additional Information. ALLSTATE PROVIDER ADVANTAGE CONTRACTS FOR THE YEARS BEGINNING JANUARY 1/+/ AND ENDING DECEMBER 31,(September 30 for 2004) Variable Sub-Accounts 2001 2002 2003 2004 AIM V.I. AGGRESSIVE GROWTH - SERIES I* Accumulation Unit Value, Beginning of Period $10.000 $10.665 $ 8.120 $10.126 Accumulation Unit Value, End of Period $10.665 $ 8.120 $10.126 $ 9.933 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. BALANCED - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $11.292 $ 9.216 $10.557 Accumulation Unit Value, End of Period $11.292 $ 9.216 $10.557 $10.487 Number of Units Outstanding, End of Period 0 0 0 2,115 AIM V.I. CAPITAL APPRECIATION - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $12.619 $ 9.397 $11.983 Accumulation Unit Value, End of Period $12.619 $ 9.397 $11.983 $11.476 Number of Units Outstanding, End of Period 1,667 2,284 2,118 0 AIM V.I. CORE EQUITY - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $12.391 $10.298 $12.614 Accumulation Unit Value, End of Period $12.391 $10.298 $12.614 $12.640 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. DENT DEMOGRAPHIC TRENDS - SERIES I* Accumulation Unit Value, Beginning of Period $10.000 $11.041 $ 7.369 $ 9.974 Accumulation Unit Value, End of Period $11.041 $ 7.369 $ 9.974 $ 9.479 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. DIVERSIFIED INCOME - SERIES I* Accumulation Unit Value, Beginning of Period $10.000 $ 9.776 $ 9.845 $10.589 Accumulation Unit Value, End of Period $ 9.776 $ 9.845 $10.589 $10.857 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. GROWTH - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $11.629 $ 7.903 $10.211 Accumulation Unit Value, End of Period $11.629 $ 7.903 $10.211 $ 9.875 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. INTERNATIONAL GROWTH - SERIES I* Accumulation Unit Value, Beginning of Period $10.000 $10.217 $ 8.482 $10.777 Accumulation Unit Value, End of Period $10.217 $ 8.482 $10.777 $11.476 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. PREMIER EQUITY - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $11.853 $ 8.138 $10.021 Accumulation Unit Value, End of Period $11.853 $ 8.138 $10.021 $ 9.655 Number of Units Outstanding, End of Period 1,836 3,537 3,100 3,083 THE DREYFUS SOCIALLY RESPONSIBLE GROWTH - INITIAL SHARES* Accumulation Unit Value, Beginning of Period $10.000 $10.525 $ 7.362 $ 9.133 Accumulation Unit Value, End of Period $10.525 $ 7.362 $ 9.133 $ 8.807 Number of Units Outstanding, End of Period 0 0 0 0 DREYFUS STOCK INDEX - INITIAL SHARES* Accumulation Unit Value, Beginning of Period $10.000 $10.584 $ 8.089 $10.223 Accumulation Unit Value, End of Period $10.584 $ 8.089 $10.223 $10.205 Number of Units Outstanding, End of Period 0 0 0 0 48 PROSPECTUS

DREYFUS VIF GROWTH & INCOME - INITIAL SHARES* Accumulation Unit Value, Beginning of Period $10.000 $10.719 $ 7.880 $ 9.819 Accumulation Unit Value, End of Period $10.719 $ 7.880 $ 9.819 $ 9.508 Number of Units Outstanding, End of Period 0 0 0 0 DREYFUS VIF MONEY MARKET - INITIAL SHARES* Accumulation Unit Value, Beginning of Period $10.000 $10.010 $ 9.999 $ 9.913 Accumulation Unit Value, End of Period $10.010 $ 9.999 $ 9.913 $ 9.845 Number of Units Outstanding, End of Period 0 4 100 96 FIDELITY VIP ASSET MANAGER: GROWTH/(R)/ - SERVICE CLASS 2* Accumulation Unit Value, Beginning of Period $10.000 $10.615 $ 8.796 $10.654 Accumulation Unit Value, End of Period $10.615 $ 8.796 $10.654 $10.365 Number of Units Outstanding, End of Period 0 0 0 0 FIDELITY VIP CONTRAFUND/(R)/ - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $11.425 $10.168 $12.833 Accumulation Unit Value, End of Period $11.425 $10.168 $12.833 $13.387 Number of Units Outstanding, End of Period 0 793 793 792 FIDELITY VIP EQUITY-INCOME - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $11.703 $ 9.545 $12.219 Accumulation Unit Value, End of Period $11.703 $ 9.545 $12.219 $12.304 Number of Units Outstanding, End of Period 180 4,978 4,673 4,648 FIDELITY VIP GROWTH - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $12.424 $ 8.525 $11.125 Accumulation Unit Value, End of Period $12.424 $ 8.525 $11.125 $10.457 Number of Units Outstanding, End of Period 1,314 2,524 1,659 1,653 FIDELITY VIP HIGH INCOME - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $10.165 $10.337 $12.900 Accumulation Unit Value, End of Period $10.165 $10.337 $12.900 $13.321 Number of Units Outstanding, End of Period 0 0 0 0 FTVIP FRANKLIN SMALL CAP/ /- CLASS 2* Accumulation Unit Value, Beginning of Period $10.000 $11.184 $ 7.852 $10.610 Accumulation Unit Value, End of Period $11.184 $ 7.852 $10.610 $10.631 Number of Units Outstanding, End of Period 0 0 0 0 FTVIP FRANKLIN TECHNOLOGY SECURITIES- CLASS 2/(1)/ Accumulation Unit Value, Beginning of Period $10.000 $11.583 $ 6.396 -- Accumulation Unit Value, End of Period $11.583 $ 6.396 $ 6.981 -- Number of Units Outstanding, End of Period 0 0 0 -- FTVIP MUTUAL SHARES SECURITIES- CLASS 2* Accumulation Unit Value, Beginning of Period $10.000 $10.602 $ 9.204 $11.341 Accumulation Unit Value, End of Period $10.602 $ 9.204 $11.341 $11.623 Number of Units Outstanding, End of Period 0 0 0 0 FTVIP TEMPLETON DEVELOPING MARKETS SECURITIES- CLASS 2* Accumulation Unit Value, Beginning of Period $10.000 $10.965 $10.779 $16.236 Accumulation Unit Value, End of Period $10.965 $10.779 $16.236 $17.381 Number of Units Outstanding, End of Period 0 0 0 0 FTVIP TEMPLETON FOREIGN SECURITIES - CLASS 2* Accumulation Unit Value, Beginning of Period $10.000 $10.512 $ 8.428 $10.970 Accumulation Unit Value, End of Period $10.512 $ 8.428 $10.970 $11.311 Number of Units Outstanding, End of Period 0 0 0 0 GOLDMAN SACHS VIT CORE/SM /SMALL CAP EQUITY* Accumulation Unit Value, Beginning of Period $10.000 $11.272 $ 9.436 $13.564 Accumulation Unit Value, End of Period $11.272 $ 9.436 $13.564 $13.974 Number of Units Outstanding, End of Period 0 0 0 0 GOLDMAN SACHS VIT CORE/SM/ U.S. EQUITY * Accumulation Unit Value, Beginning of Period $10.000 $10.570 $ 8.128 $10.361 Accumulation Unit Value, End of Period $10.570 $ 8.128 $10.361 $10.765 Number of Units Outstanding, End of Period 0 0 0 0 49 PROSPECTUS

LSA CAPITAL GROWTH*/(2)/ Accumulation Unit Value, Beginning of Period $10.000 $10.576 $ 7.872 $ -- Accumulation Unit Value, End of Period $10.576 $ 7.872 $ 9.578 $ -- Number of Units Outstanding, End of Period 0 0 0 -- LSA DIVERSIFIED MID-CAP/**(3)/ Accumulation Unit Value, Beginning of Period -- $10.000 $ 7.767 $ -- Accumulation Unit Value, End of Period -- $ 7.767 $10.165 -- Number of Units Outstanding, End of Period -- 0 0 -- LSA EQUITY GROWTH/*(2)/ Accumulation Unit Value, Beginning of Period $10.000 $10.504 $ 7.258 $ -- Accumulation Unit Value, End of Period $10.504 $ 7.258 $ 8.823 -- Number of Units Outstanding, End of Period 0 0 0 -- MFS EMERGING GROWTH SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $12.752 $ 8.304 $10.622 Accumulation Unit Value, End of Period $12.752 $ 8.304 $10.622 $10.363 Number of Units Outstanding, End of Period 0 221 209 202 MFS INVESTORS TRUST - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $11.545 $ 8.962 $10.750 Accumulation Unit Value, End of Period $11.545 $ 8.962 $10.750 $10.671 Number of Units Outstanding, End of Period 0 1,539 1,538 1,537 MFS NEW DISCOVERY - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $13.155 $ 8.832 $11.603 Accumulation Unit Value, End of Period $13.155 $ 8.832 $11.603 $10.664 Number of Units Outstanding, End of Period 355 1,202 944 972 MFS RESEARCH - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $11.948 $ 8.855 $10.842 Accumulation Unit Value, End of Period $11.948 $ 8.855 $10.842 $10.978 Number of Units Outstanding, End of Period 0 730 794 794 MFS UTILITIES - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $10.020 $ 7.606 $10.151 Accumulation Unit Value, End of Period $10.020 $ 7.606 $10.151 $11.297 Number of Units Outstanding, End of Period 35 747 676 632 OPPENHEIMER AGGRESSIVE GROWTH Accumulation Unit Value, Beginning of Period $10.000 $11.554 $ 8.214 $10.156 Accumulation Unit Value, End of Period $11.554 $ 8.214 $10.156 $10.689 Number of Units Outstanding, End of Period 182 1,538 1,537 1,535 OPPENHEIMER CAPITAL APPRECIATION Accumulation Unit Value, Beginning of Period $10.000 $12.235 $ 8.810 $11.357 Accumulation Unit Value, End of Period $12.235 $ 8.810 $11.357 $11.053 Number of Units Outstanding, End of Period 576 4,510 3,833 3,819 OPPENHEIMER GLOBAL SECURITIES Accumulation Unit Value, Beginning of Period $10.000 $12.373 $ 9.485 $13.355 Accumulation Unit Value, End of Period $12.373 $ 9.485 $13.355 $13.528 Number of Units Outstanding, End of Period 82 517 516 515 OPPENHEIMER MAIN STREET Accumulation Unit Value, Beginning of Period $10.000 $11.480 $ 9.178 $11.450 Accumulation Unit Value, End of Period $11.480 $ 9.178 $11.450 $11.383 Number of Units Outstanding, End of Period 2.061 8,915 7,786 7,751 OPPENHEIMER STRATEGIC BOND Accumulation Unit Value, Beginning of Period $10.000 $10.384 $10.984 $12.768 Accumulation Unit Value, End of Period $10.384 $10.984 $12.768 $13.082 Number of Units Outstanding, End of Period 0 1,146 832 807 PUTNAM VT GROWTH AND INCOME - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $11.385 $ 9.080 $11.387 Accumulation Unit Value, End of Period $11.385 $ 9.080 $11.387 $11.493 Number of Units Outstanding, End of Period 0 131 0 0 50 PROSPECTUS

PUTNAM VT GROWTH OPPORTUNITIES - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $12.249 $ 8.503 $10.301 Accumulation Unit Value, End of Period $12.249 $ 8.503 $10.301 $ 9.605 Number of Units Outstanding, End of Period 0 1,402 1,401 1,400 PUTNAM VT HEALTH SCIENCES - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $11.053 $ 8.668 $10.103 Accumulation Unit Value, End of Period $11.053 $ 8.668 $10.103 $ 9.876 Number of Units Outstanding, End of Period 0 361 388 391 PUTNAM VT INTERNATIONAL EQUITY - CLASS IB* Accumulation Unit Value, Beginning of Period $10.000 $10.404 $ 8.432 $10.670 Accumulation Unit Value, End of Period $10.404 $ 8.432 $10.670 $10.663 Number of Units Outstanding, End of Period 0 0 0 0 PUTNAM VT NEW VALUE - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $11.856 $ 9.851 $12.848 Accumulation Unit Value, End of Period $11.856 $ 9.851 $12.848 $13.312 Number of Units Outstanding, End of Period 0 3,078 2,252 2,252 PUTNAM VT RESEARCH - CLASS IB* Accumulation Unit Value, Beginning of Period $10.000 $12.955 $ 8.357 $10.312 Accumulation Unit Value, End of Period $12.955 $ 8.357 $10.312 $ 9.941 Number of Units Outstanding, End of Period 0 0 0 0 VAN KAMPEN UIF CORE PLUS FIXED INCOME - CLASS I*/(5)/ Accumulation Unit Value, Beginning of Period $10.000 $ 9.905 $10.466 $10.782 Accumulation Unit Value, End of Period $ 9.905 $10.466 $10.782 $10.997 Number of Units Outstanding, End of Period 0 0 0 0 VAN KAMPEN UIF EQUITY GROWTH - CLASS I/***(2,5)/ Accumulation Unit Value, Beginning of Period -- -- -- $10.000 Accumulation Unit Value, End of Period -- -- -- $ 9.818 Number of Units Outstanding, End of Period -- -- -- 0 VAN KAMPEN UIF GLOBAL VALUE EQUITY - CLASS I*/(5)/ Accumulation Unit Value, Beginning of Period $10.000 $10.382 $ 8.497 $10.788 Accumulation Unit Value, End of Period $10.382 $ 8.497 $10.788 $10.871 Number of Units Outstanding, End of Period 0 0 0 0 VAN KAMPEN UIF U.S. MID CAP VALUE - CLASS I/*(3,5)/ Accumulation Unit Value, Beginning of Period $10.000 $11.078 $ 7.850 $10.936 Accumulation Unit Value, End of Period $11.078 $ 7.850 $10.936 $11.139 Number of Units Outstanding, End of Period 0 0 0 0 VAN KAMPEN UIF U.S. REAL ESTATE - CLASS I**/(5)/ Accumulation Unit Value, Beginning of Period -- $10.000 $ 8.971 $12.291 Accumulation Unit Value, End of Period -- $ 8.971 $12.229 $14.079 Number of Units Outstanding, End of Period -- 0 0 0 VAN KAMPEN UIF VALUE - CLASS I */(5)/ Accumulation Unit Value, Beginning of Period $10.000 $10.795 $ 8.273 $10.291 Accumulation Unit Value, End of Period $10.795 $ 8.273 $10.291 $11.582 Number of Units Outstanding, End of Period 0 0 0 0 +The Contracts and all of the Variable Sub-Accounts were first offered under the Contracts on September 21, 2001, except those indicated with one, two or three asterisks. The Accumulation Unit Values in this table reflect a mortality and expense risk charge of 1.45% and Administrative Expense Charge of 0.10%. * These Variable Sub-Accounts were first offered under the Contracts on November 1, 2001. **These Variable Sub-Accounts were first offered under the Contracts on May 1, 2002. *** This Variable Sub-Account was first offered under the Contracts on April 30, 2004. 51 PROSPECTUS

(1) Effective May 1, 2003, the FTVIP Franklin Technology Securities Fund merged into the FTVIP Franklin Small Cap Fund. Accordingly, for administrative convenience, on May 1, 2003, we combined the FTVIP Franklin Technology Securities Variable Sub-Account into the FTVIP Franklin Small Cap Variable Sub-Account. (2) Effective April 30, 2004, the LSA Capital Growth Fund and the LSA Equity Growth Fund were merged into the Van Kampen UIF Equity Growth Portfolio Class I. Accordingly, on April 30, 2004, we transferred the value of the LSA Capital Growth Variable Sub-Account and the LSA Equity Growth Variable Sub-Account into the Van Kampen UIF Equity Growth Variable Sub-Account.*** (3) Effective April 30, 2004, the LSA Diversified Mid Cap Fund merged into the Van Kampen UIF U.S. Mid Cap Value Portfolio, Class I. Accordingly, on April 30, 2004, we transferred the value of the LSA Diversified Mid Cap Variable Sub-Account into the Van Kampen UIF U.S. Mid Cap Value Variable Sub-Account. (4) Effective September 30, 2003, the Van Kampen UIF U.S. Mid Cap Core Portfolio changed its name to the Van Kampen UIF U.S. Mid Cap Value Portfolio. We have made a corresponding change in the name of the Variable Sub-Account that invests in that Portfolio. (5) Morgan Stanley Investment Management, Inc., the adviser to the UIF Portfolios, does business in certain instances using the name Van Kampen. 52 PROSPECTUS

ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH VARIABLE SUB-ACCOUNT SINCE CONTRACTS WERE FIRST OFFERED/+/ (WITH THE INCOME BENEFIT AND ENHANCED DEATH BENEFIT RIDERS) - -------------------------------------------------------------------------------- ALLSTATE PROVIDER ADVANTAGE CONTRACTS FOR THE YEARS BEGINNING JANUARY 1/+/ AND ENDING DECEMBER 31,(September 30 for 2004) Variable Sub-Accounts 2001 2002 2003 2004 AIM V.I. AGGRESSIVE GROWTH - SERIES I* Accumulation Unit Value, Beginning of Period $10.000 $10.656 $ 8.072 $10.015 Accumulation Unit Value, End of Period $10.656 $ 8.072 $10.015 $ 9.787 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. BALANCED - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $11.276 $ 9.156 $10.436 Accumulation Unit Value, End of Period $11.276 $ 9.156 $10.436 $10.326 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. CAPITAL APPRECIATION - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $12.601 $ 9.336 $11.844 Accumulation Unit Value, End of Period $12.601 $ 9.336 $11.844 $11.300 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. CORE EQUITY - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $12.374 $10.231 $12.469 Accumulation Unit Value, End of Period $12.374 $10.231 $12.469 $12.447 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. DENT DEMOGRAPHIC TRENDS - SERIES I* Accumulation Unit Value, Beginning of Period $10.000 $11.032 $ 7.326 $ 9.864 Accumulation Unit Value, End of Period $11.032 $ 7.326 $ 9.864 $ 9.340 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. DIVERSIFIED INCOME - SERIES I* Accumulation Unit Value, Beginning of Period $10.000 $ 9.768 $ 9.787 $10.473 Accumulation Unit Value, End of Period $ 9.768 $ 9.787 $10.473 $10.697 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. GROWTH - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $11.613 $ 7.852 $10.094 Accumulation Unit Value, End of Period $11.613 $ 7.852 $10.094 $ 9.724 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. INTERNATIONAL GROWTH - SERIES I* Accumulation Unit Value, Beginning of Period $10.000 $10.208 $ 8.432 $10.659 Accumulation Unit Value, End of Period $10.208 $ 8.432 $10.659 $11.307 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. PREMIER EQUITY - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $11.836 $ 8.085 $ 9.906 Accumulation Unit Value, End of Period $11.836 $ 8.085 $ 9.906 $ 9.507 Number of Units Outstanding, End of Period 0 0 0 0 THE DREYFUS SOCIALLY RESPONSIBLE GROWTH - INITIAL SHARES* Accumulation Unit Value, Beginning of Period $10.000 $10.516 $ 7.318 $ 9.033 Accumulation Unit Value, End of Period $10.516 $ 7.318 $ 9.033 $ 8.677 Number of Units Outstanding, End of Period 0 0 0 DREYFUS STOCK INDEX - INITIAL SHARES* Accumulation Unit Value, Beginning of Period $10.000 $10.575 $ 8.041 $10.111 Accumulation Unit Value, End of Period $10.575 $ 8.041 $10.111 $10.054 Number of Units Outstanding, End of Period 0 0 0 0 DREYFUS VIF GROWTH & INCOME - INITIAL SHARES* Accumulation Unit Value, Beginning of Period $10.000 $10.710 $ 7.833 $ 9.711 Accumulation Unit Value, End of Period $10.710 $ 7.833 $ 9.711 $ 9.368 Number of Units Outstanding, End of Period 0 0 0 0 53 PROSPECTUS

DREYFUS VIF MONEY MARKET - INITIAL SHARES* Accumulation Unit Value, Beginning of Period $10.000 $10.002 $ 9.940 $ 9.804 Accumulation Unit Value, End of Period $10.002 $ 9.940 $ 9.804 $ 9.700 Number of Units Outstanding, End of Period 0 0 0 0 FIDELITY VIP ASSET MANAGER: GROWTH/(R)/ - SERVICE CLASS 2* Accumulation Unit Value, Beginning of Period $10.000 $10.606 $ 8.744 $10.537 Accumulation Unit Value, End of Period $10.606 $ 8.744 $10.537 $10.212 Number of Units Outstanding, End of Period 0 0 0 0 FIDELITY VIP CONTRAFUND/(R)/ - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $11.409 $10.102 $12.685 Accumulation Unit Value, End of Period $11.409 $10.102 $12.685 $13.182 Number of Units Outstanding, End of Period 575 575 574 0 FIDELITY VIP EQUITY-INCOME - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $11.686 $ 9.483 $12.078 Accumulation Unit Value, End of Period $11.686 $ 9.483 $12.078 $12.116 Number of Units Outstanding, End of Period 0 616 608 0 FIDELITY VIP GROWTH - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $12.406 $ 8.470 $10.997 Accumulation Unit Value, End of Period $12.406 $ 8.470 $10.997 $10.297 Number of Units Outstanding, End of Period 0 0 0 0 FIDELITY VIP HIGH INCOME - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $10.150 $10.270 $12.751 Accumulation Unit Value, End of Period $10.150 $10.270 $12.751 $13.117 Number of Units Outstanding, End of Period 0 0 0 0 FTVIP FRANKLIN SMALL CAP/ /- CLASS 2* Accumulation Unit Value, Beginning of Period $10.000 $11.174 $ 7.805 $10.493 Accumulation Unit Value, End of Period $11.174 $ 7.805 $10.493 $10.474 Number of Units Outstanding, End of Period 0 0 0 0 FTVIP FRANKLIN TECHNOLOGY SECURITIES- CLASS 2/(1)/ Accumulation Unit Value, Beginning of Period $10.000 $11.573 $ 6.359 -- Accumulation Unit Value, End of Period $11.573 $ 6.359 $ 6.928 -- Number of Units Outstanding, End of Period 0 0 0 -- FTVIP MUTUAL SHARES SECURITIES- CLASS 2* Accumulation Unit Value, Beginning of Period $10.000 $10.593 $ 9.150 $11.216 Accumulation Unit Value, End of Period $10.593 $ 9.150 $11.216 $11.452 Number of Units Outstanding, End of Period 0 0 0 0 FTVIP TEMPLETON DEVELOPING MARKETS SECURITIES- CLASS 2* Accumulation Unit Value, Beginning of Period $10.000 $10.956 $10.715 $16.058 Accumulation Unit Value, End of Period $10.956 $10.715 $16.058 $17.125 Number of Units Outstanding, End of Period 0 0 0 0 FTVIP TEMPLETON FOREIGN SECURITIES - CLASS 2* Accumulation Unit Value, Beginning of Period $10.000 $10.503 $ 8.378 $10.850 Accumulation Unit Value, End of Period $10.503 $ 8.378 $10.850 $11.144 Number of Units Outstanding, End of Period 0 0 0 0 GOLDMAN SACHS VIT CORE/SM /SMALL CAP EQUITY* Accumulation Unit Value, Beginning of Period $10.000 $11.262 $ 9.380 $13.415 Accumulation Unit Value, End of Period $11.262 $ 9.380 $13.415 $13.768 Number of Units Outstanding, End of Period 0 0 0 0 54 PROSPECTUS

GOLDMAN SACHS VIT CORE/SM/ U.S. EQUITY * Accumulation Unit Value, Beginning of Period $10.000 $10.562 $ 8.080 $10.247 Accumulation Unit Value, End of Period $10.562 $ 8.080 $10.247 $10.607 Number of Units Outstanding, End of Period 0 0 0 0 LSA CAPITAL GROWTH*/(2)/ Accumulation Unit Value, Beginning of Period $10.000 $10.568 $ 7.825 -- Accumulation Unit Value, End of Period $10.568 $ 7.825 $ 9.473 -- Number of Units Outstanding, End of Period 0 0 0 -- LSA DIVERSIFIED MID-CAP/**(3)/ Accumulation Unit Value, Beginning of Period -- $10.000 $ 7.741 -- Accumulation Unit Value, End of Period -- $ 7.741 $10.079 -- Number of Units Outstanding, End of Period -- 0 0 -- LSA EQUITY GROWTH/*(2)/ Accumulation Unit Value, Beginning of Period $10.000 $10.496 $ 7.215 -- Accumulation Unit Value, End of Period $10.496 $ 7.215 $ 8.726 -- Number of Units Outstanding, End of Period 0 0 0 -- MFS EMERGING GROWTH SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $12.734 $ 8.250 $10.500 Accumulation Unit Value, End of Period $12.734 $ 8.250 $10.500 $10.204 Number of Units Outstanding, End of Period 0 0 0 0 MFS INVESTORS TRUST - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $11.529 $ 8.904 $10.626 Accumulation Unit Value, End of Period $11.529 $ 8.904 $10.626 $10.508 Number of Units Outstanding, End of Period 0 0 0 0 MFS NEW DISCOVERY - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $13.137 $ 8.775 $11.469 Accumulation Unit Value, End of Period $13.137 $ 8.775 $11.469 $10.501 Number of Units Outstanding, End of Period 0 0 0 0 MFS RESEARCH - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $11.932 $ 8.798 $10.717 Accumulation Unit Value, End of Period $11.932 $ 8.798 $10.717 $10.810 Number of Units Outstanding, End of Period 0 0 0 0 MFS UTILITIES - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $10.006 $ 7.556 $10.034 Accumulation Unit Value, End of Period $10.006 $ 7.556 $10.034 $11.124 Number of Units Outstanding, End of Period 0 0 0 0 OPPENHEIMER AGGRESSIVE GROWTH Accumulation Unit Value, Beginning of Period $10.000 $11.538 $ 8.161 $10.039 Accumulation Unit Value, End of Period $11.538 $ 8.161 $10.039 $10.525 Number of Units Outstanding, End of Period 0 0 0 0 OPPENHEIMER CAPITAL APPRECIATION Accumulation Unit Value, Beginning of Period $10.000 $12.217 $ 8.752 $11.226 Accumulation Unit Value, End of Period $12.217 $ 8.752 $11.226 $10.884 Number of Units Outstanding, End of Period 0 1,291 1,266 0 OPPENHEIMER GLOBAL SECURITIES Accumulation Unit Value, Beginning of Period $10.000 $12.356 $ 9.423 $13.201 Accumulation Unit Value, End of Period $12.356 $ 9.423 $13.201 $13.321 Number of Units Outstanding, End of Period 0 0 0 0 OPPENHEIMER MAIN STREET Accumulation Unit Value, Beginning of Period $10.000 $11.464 $ 9.118 $11.318 Accumulation Unit Value, End of Period $11.464 $ 9.118 $11.318 $11.209 Number of Units Outstanding, End of Period 0 0 0 0 55 PROSPECTUS

OPPENHEIMER STRATEGIC BOND Accumulation Unit Value, Beginning of Period $10.000 $10.369 $10.913 $12.621 Accumulation Unit Value, End of Period $10.369 $10.913 $12.621 $12.882 Number of Units Outstanding, End of Period 0 0 0 0 PUTNAM VT GROWTH AND INCOME - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $11.369 $ 9.021 $11.256 Accumulation Unit Value, End of Period $11.369 $ 9.021 $11.256 $11.317 Number of Units Outstanding, End of Period 0 0 0 0 PUTNAM VT GROWTH OPPORTUNITIES - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $12.232 $ 8.448 $10.183 Accumulation Unit Value, End of Period $12.232 $ 8.448 $10.183 $ 9.458 Number of Units Outstanding, End of Period 0 0 0 0 PUTNAM VT HEALTH SCIENCES - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $11.037 $ 8.612 $ 9.986 Accumulation Unit Value, End of Period $11.037 $ 8.612 $ 9.986 $ 9.725 Number of Units Outstanding, End of Period 587 586 585 0 PUTNAM VT INTERNATIONAL EQUITY - CLASS IB* Accumulation Unit Value, Beginning of Period $10.000 $10.395 $ 8.383 $10.553 Accumulation Unit Value, End of Period $10.395 $ 8.383 $10.553 $10.506 Number of Units Outstanding, End of Period 0 0 0 0 PUTNAM VT NEW VALUE - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $11.840 $ 9.787 $12.700 Accumulation Unit Value, End of Period $11.840 $ 9.787 $12.700 $13.108 Number of Units Outstanding, End of Period 0 0 0 0 PUTNAM VT RESEARCH - CLASS IB* Accumulation Unit Value, Beginning of Period $10.000 $12.936 $ 8.308 $10.199 Accumulation Unit Value, End of Period $12.936 $ 8.308 $10.199 $ 9.795 Number of Units Outstanding, End of Period 0 0 0 0 VAN KAMPEN UIF CORE PLUS FIXED INCOME - CLASS I*/(5)/ Accumulation Unit Value, Beginning of Period $10.000 $ 9.897 $10.404 $10.663 Accumulation Unit Value, End of Period $ 9.897 $10.404 $10.663 $10.835 Number of Units Outstanding, End of Period 0 0 0 0 VAN KAMPEN UIF EQUITY GROWTH - CLASS I/***(2,5)/ Accumulation Unit Value, Beginning of Period -- -- -- $10.000 Accumulation Unit Value, End of Period -- -- -- $ 9.797 Number of Units Outstanding, End of Period -- -- -- 0 VAN KAMPEN UIF GLOBAL VALUE EQUITY - CLASS I*/(5)/ Accumulation Unit Value, Beginning of Period $10.000 $10.373 $ 8.447 $10.670 Accumulation Unit Value, End of Period $10.373 $ 8.447 $10.670 $10.711 Number of Units Outstanding, End of Period 0 0 0 0 VAN KAMPEN UIF U.S. MID CAP VALUE - CLASS I/*(3,5)/ Accumulation Unit Value, Beginning of Period $10.000 $11.068 $ 7.803 $10.816 Accumulation Unit Value, End of Period $11.068 $ 7.803 $10.816 $10.975 Number of Units Outstanding, End of Period 0 0 0 0 VAN KAMPEN UIF U.S. REAL ESTATE - CLASS I**/(5)/ Accumulation Unit Value, Beginning of Period -- $10.000 $ 8.941 $12.126 Accumulation Unit Value, End of Period -- $ 8.941 $12.126 $13.907 Number of Units Outstanding, End of Period -- 0 0 0 VAN KAMPEN UIF VALUE - CLASS I */(5)/ Accumulation Unit Value, Beginning of Period $10.000 $10.786 $ 8.224 $10.801 Accumulation Unit Value, End of Period $10.786 $ 8.224 $10.801 $11.412 Number of Units Outstanding, End of Period 0 0 0 0 56 PROSPECTUS

+The Contracts and all of the Variable Sub-Accounts were first offered under the Contracts on September 21, 2001, except those indicated with one, two or three asterisks. The Accumulation Unit Values in this table reflect a mortality and expense risk charge of 1.95% and Administrative Expense Charge of 0.10%. * These Variable Sub-Accounts were first offered under the Contracts on November 1, 2001. **These Variable Sub-Accounts were first offered under the Contracts on May 1, 2002. *** This Variable Sub-Account was first offered under the Contracts on April 30, 2004. (1) Effective May 1, 2003, the FTVIP Franklin Technology Securities Fund merged into the FTVIP Franklin Small Cap Fund. Accordingly, for administrative convenience, on May 1, 2003, we combined the FTVIP Franklin Technology Securities Variable Sub-Account into the FTVIP Franklin Small Cap Variable Sub-Account. (2) Effective April 30, 2004, the LSA Capital Growth Fund and the LSA Equity Growth Fund were merged into the Van Kampen UIF Equity Growth Portfolio Class I. Accordingly, on April 30, 2004, we transferred the value of the LSA Capital Growth Variable Sub-Account and the LSA Equity Growth Variable Sub-Account into the Van Kampen UIF Equity Growth Variable Sub-Account.*** (3) Effective April 30, 2004, the LSA Diversified Mid Cap Fund merged into the Van Kampen UIF U.S. Mid Cap Value Portfolio, Class I. Accordingly, on April 30, 2004, we transferred the value of the LSA Diversified Mid Cap Variable Sub-Account into the Van Kampen UIF U.S. Mid Cap Value Variable Sub-Account. (4) Effective September 30, 2003, the Van Kampen UIF U.S. Mid Cap Core Portfolio changed its name to the Van Kampen UIF U.S. Mid Cap Value Portfolio. We have made a corresponding change in the name of the Variable Sub-Account that invests in that Portfolio. (5) Morgan Stanley Investment Management, Inc., the adviser to the UIF Portfolios, does business in certain instances using the name Van Kampen. 57 PROSPECTUS

ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH VARIABLE SUB-ACCOUNT SINCE CONTRACTS WERE FIRST OFFERED/+/ (BASE CONTRACT) - -------------------------------------------------------------------------------- ALLSTATE PROVIDER EXTRA CONTRACTS FOR THE YEARS BEGINNING JANUARY 1/+/ AND ENDING DECEMBER 31,(September 30 for 2004) Variable Sub-Accounts 2001 2002 2003 2004 AIM V.I. AGGRESSIVE GROWTH - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $10.614 $ 8.085 $10.088 Accumulation Unit Value, End of Period $10.614 $ 8.085 $10.088 $ 9.899 Number of Units Outstanding, End of Period 0 833 0 0 AIM V.I. BALANCED - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $10.288 $ 8.401 $ 9.629 Accumulation Unit Value, End of Period $10.288 $ 8.401 $ 9.629 $ 9.568 Number of Units Outstanding, End of Period 0 1,955 1,828 3,802 AIM V.I. CAPITAL APPRECIATION - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $10.802 $ 8.049 $10.268 Accumulation Unit Value, End of Period $10.802 $ 8.049 $10.268 $ 9.838 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. CORE EQUITY - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $10.589 $ 8.805 $10.790 Accumulation Unit Value, End of Period $10.589 $ 8.805 $10.790 $10.817 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. DENT DEMOGRAPHIC TRENDS - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $10.956 $ 7.316 $ 9.907 Accumulation Unit Value, End of Period $10.956 $ 7.316 $ 9.907 $ 9.419 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. DIVERSIFIED INCOME - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $ 9.846 $ 9.921 $10.675 Accumulation Unit Value, End of Period $ 9.846 $ 9.921 $10.675 $10.950 Number of Units Outstanding, End of Period 0 393 896 868 AIM V.I. GROWTH - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $10.460 $ 7.112 $ 9.194 Accumulation Unit Value, End of Period $10.460 $ 7.112 $ 9.194 $ 8.894 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. INTERNATIONAL GROWTH - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $10.184 $ 8.459 $10.754 Accumulation Unit Value, End of Period $10.184 $ 8.459 $10.754 $11.455 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. PREMIER EQUITY - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $10.503 $ 7.215 $ 8.889 Accumulation Unit Value, End of Period $10.503 $ 7.215 $ 8.889 $ 8.568 Number of Units Outstanding, End of Period 0 0 0 0 THE DREYFUS SOCIALLY RESPONSIBLE GROWTH - INITIAL SHARES Accumulation Unit Value, Beginning of Period $10.000 $10.494 $ 7.343 $ 9.114 Accumulation Unit Value, End of Period $10.494 $ 7.343 $ 9.114 $ 8.793 Number of Units Outstanding, End of Period 0 0 0 0 DREYFUS STOCK INDEX - INITIAL SHARES Accumulation Unit Value, Beginning of Period $10.000 $10.555 $ 8.071 $10.205 Accumulation Unit Value, End of Period $10.555 $ 8.071 $10.205 $10.191 Number of Units Outstanding, End of Period 0 1,023 3,032 3,032 58 PROSPECTUS

DREYFUS VIF GROWTH & INCOME - INITIAL SHARES Accumulation Unit Value, Beginning of Period $10.000 $10.657 $ 7.838 $ 9.772 Accumulation Unit Value, End of Period $10.657 $ 7.838 $ 9.772 $ 9.467 Number of Units Outstanding, End of Period 0 0 418 418 DREYFUS VIF MONEY MARKET - INITIAL SHARES Accumulation Unit Value, Beginning of Period $10.000 $10.010 $10.005 $ 9.923 Accumulation Unit Value, End of Period $10.010 $10.005 $ 9.923 $ 9.860 Number of Units Outstanding, End of Period 0 13,471 12,847 8,240 FIDELITY VIP ASSET MANAGER: GROWTH/(R)/ - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $10.625 $ 8.809 $10.676 Accumulation Unit Value, End of Period $10.625 $ 8.809 $10.676 $10.389 Number of Units Outstanding, End of Period 0 0 0 0 FIDELITY VIP CONTRAFUND/(R)/ - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $10.424 $ 9.281 $11.720 Accumulation Unit Value, End of Period $10.424 $ 9.281 $11.720 $12.231 Number of Units Outstanding, End of Period 0 0 387 386 FIDELITY VIP EQUITY-INCOME - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $10.635 $ 8.678 $11.115 Accumulation Unit Value, End of Period $10.635 $ 8.678 $11.115 $11.197 Number of Units Outstanding, End of Period 0 997 2,393 2,392 FIDELITY VIP GROWTH - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $10.680 $ 7.333 $ 9.573 Accumulation Unit Value, End of Period $10.680 $ 7.333 $ 9.573 $ 9.002 Number of Units Outstanding, End of Period 0 590 1,130 297 FIDELITY VIP HIGH INCOME - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $10.250 $10.429 $13.021 Accumulation Unit Value, End of Period $10.250 $10.429 $13.021 $13.451 Number of Units Outstanding, End of Period 0 0 0 0 FTVIP FRANKLIN SMALL CAP/ /- CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $11.185 $ 7.857 $10.622 Accumulation Unit Value, End of Period $11.185 $ 7.857 $10.622 $10.647 Number of Units Outstanding, End of Period 0 553 1,445 1,335 FTVIP FRANKLIN TECHNOLOGY SECURITIES- CLASS 2/(1)/ Accumulation Unit Value, Beginning of Period $10.000 $11.534 $ 6.373 -- Accumulation Unit Value, End of Period $11.534 $ 6.373 $ 6.956 -- Number of Units Outstanding, End of Period 0 372 0 -- FTVIP MUTUAL SHARES SECURITIES- CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $10.595 $ 9.203 $11.345 Accumulation Unit Value, End of Period $10.595 $ 9.203 $11.345 $11.632 Number of Units Outstanding, End of Period 0 326 285 285 FTVIP TEMPLETON DEVELOPING MARKETS SECURITIES- CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $10.941 $10.761 $16.217 Accumulation Unit Value, End of Period $10.941 $10.761 $16.217 $17.368 Number of Units Outstanding, End of Period 0 0 0 0 FTVIP TEMPLETON FOREIGN SECURITIES - CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $10.503 $ 8.425 $10.972 Accumulation Unit Value, End of Period $10.503 8.425 $10.972 $11.318 Number of Units Outstanding, End of Period 0 0 0 0 59 PROSPECTUS

GOLDMAN SACHS VIT CORE/SM /SMALL CAP EQUITY Accumulation Unit Value, Beginning of Period $10.000 $11.320 $ 9.481 $13.636 Accumulation Unit Value, End of Period $11.320 $ 9.481 $13.636 $14.053 Number of Units Outstanding, End of Period 0 2,076 2,128 2,029 GOLDMAN SACHS VIT CORE/SM/ U.S. EQUITY Accumulation Unit Value, Beginning of Period $10.000 $10.541 $ 8.110 $10.343 Accumulation Unit Value, End of Period $10.541 $ 8.110 $10.343 $10.751 Number of Units Outstanding, End of Period 0 0 0 0 LSA CAPITAL GROWTH/(2)/ Accumulation Unit Value, Beginning of Period $10.000 $10.541 $ 7.852 -- Accumulation Unit Value, End of Period $10.541 $ 7.852 $ 9.555 -- Number of Units Outstanding, End of Period 0 385 252 -- LSA DIVERSIFIED MID-CAP/*(3)/ Accumulation Unit Value, Beginning of Period -- $10.000 $ 7.770 -- Accumulation Unit Value, End of Period -- $ 7.770 $10.173 -- Number of Units Outstanding, End of Period -- 0 0 -- LSA EQUITY GROWTH/(2)/ Accumulation Unit Value, Beginning of Period $10.000 $10.467 $ 7.236 -- Accumulation Unit Value, End of Period $10.467 $ 7.236 $ 8.801 -- Number of Units Outstanding, End of Period 0 808 1,708 -- MFS EMERGING GROWTH SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $10.867 $ 7.080 $ 9.061 Accumulation Unit Value, End of Period $10.867 $ 7.080 $ 9.061 $ 8.843 Number of Units Outstanding, End of Period 0 0 0 0 MFS INVESTORS TRUST - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $10.377 $ 8.059 $ 9.671 Accumulation Unit Value, End of Period $10.377 $ 8.059 $ 9.671 $ 9.604 Number of Units Outstanding, End of Period 0 452 766 634 MFS NEW DISCOVERY - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $11.635 $ 7.815 $10.272 Accumulation Unit Value, End of Period $11.635 $ 7.815 $10.272 $ 9.445 Number of Units Outstanding, End of Period 0 574 963 903 MFS RESEARCH - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $10.615 $ 7.871 $ 9.642 Accumulation Unit Value, End of Period $10.615 $ 7.871 $ 9.642 $ 9.766 Number of Units Outstanding, End of Period 0 0 0 0 MFS UTILITIES - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $10.167 $ 7.722 $10.311 Accumulation Unit Value, End of Period $10.167 $ 7.722 $10.311 $11.479 Number of Units Outstanding, End of Period 0 3,654 3,339 3,076 OPPENHEIMER AGGRESSIVE GROWTH Accumulation Unit Value, Beginning of Period $10.000 $10.684 $ 7.599 $ 9.401 Accumulation Unit Value, End of Period $10.684 $ 7.599 $ 9.401 $ 9.897 Number of Units Outstanding, End of Period 0 1,801 3,605 3,139 60 PROSPECTUS

OPPENHEIMER CAPITAL APPRECIATION Accumulation Unit Value, Beginning of Period $10.000 $10.670 $ 7.687 $ 9.915 Accumulation Unit Value, End of Period $10.670 $ 7.687 $ 9.915 $ 9.653 Number of Units Outstanding, End of Period 0 3,519 4,128 3,909 OPPENHEIMER GLOBAL SECURITIES Accumulation Unit Value, Beginning of Period $10.000 $10.793 $ 8.278 $11.662 Accumulation Unit Value, End of Period $10.793 $ 8.278 $11.662 $11.817 Number of Units Outstanding, End of Period 0 411 470 402 OPPENHEIMER MAIN STREET Accumulation Unit Value, Beginning of Period $10.000 $10.455 $ 8.362 $10.437 Accumulation Unit Value, End of Period $10.455 $ 8.362 $10.437 $10.380 Number of Units Outstanding, End of Period 0 91 137 137 OPPENHEIMER STRATEGIC BOND Accumulation Unit Value, Beginning of Period $10.000 $10.174 $10.767 $12.522 Accumulation Unit Value, End of Period $10.174 $10.767 $12.522 $12.835 Number of Units Outstanding, End of Period 0 4,086 6,156 4,947 PUTNAM VT GROWTH AND INCOME - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $10.514 $ 8.390 $10.527 Accumulation Unit Value, End of Period $10.514 $ 8.390 $10.527 $10.628 Number of Units Outstanding, End of Period 0 0 0 0 PUTNAM VT GROWTH OPPORTUNITIES - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $10.533 $ 7.315 $ 8.867 Accumulation Unit Value, End of Period $10.533 $ 7.315 $ 8.867 $ 8.271 Number of Units Outstanding, End of Period 0 0 0 0 PUTNAM VT HEALTH SCIENCES - CLASS IB* Accumulation Unit Value, Beginning of Period -- $10.000 $ 8.260 $ 9.632 Accumulation Unit Value, End of Period -- $ 8.260 $ 9.632 $ 9.419 Number of Units Outstanding, End of Period -- 0 0 0 PUTNAM VT INTERNATIONAL EQUITY - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $10.379 $ 8.417 $10.655 Accumulation Unit Value, End of Period $10.379 $ 8.417 $10.655 $10.652 Number of Units Outstanding, End of Period 0 272 352 286 PUTNAM VT NEW VALUE - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $10.875 $ 9.040 $11.797 Accumulation Unit Value, End of Period $10.875 $ 9.040 $11.797 $12.227 Number of Units Outstanding, End of Period 0 1,523 958 238 PUTNAM VT RESEARCH - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $10.859 $ 8.321 $10.272 Accumulation Unit Value, End of Period $10.859 $ 8.321 $10.272 $ 9.907 Number of Units Outstanding, End of Period 0 4,019 4,096 3,777 VAN KAMPEN UIF CORE PLUS FIXED INCOME - CLASS I/(5)/ Accumulation Unit Value, Beginning of Period $10.000 $ 9.941 $10.509 $10.831 Accumulation Unit Value, End of Period $ 9.941 $10.509 $10.831 $11.052 Number of Units Outstanding, End of Period 0 11,516 16,586 15,891 VAN KAMPEN UIF EQUITY GROWTH - CLASS I/**(2,5)/ Accumulation Unit Value, Beginning of Period -- -- -- $10.000 Accumulation Unit Value, End of Period -- -- -- $ 9.820 Number of Units Outstanding, End of Period -- -- -- 1,528 VAN KAMPEN UIF GLOBAL VALUE EQUITY - CLASS I/(5)/ Accumulation Unit Value, Beginning of Period $10.000 $10.348 $ 8.474 $10.764 Accumulation Unit Value, End of Period $10.348 $ 8.474 $10.764 $10.850 Number of Units Outstanding, End of Period 0 317 241 231 VAN KAMPEN UIF U.S. MID CAP VALUE - CLASS I/(3,5)/ Accumulation Unit Value, Beginning of Period $10.000 $11.079 $ 7.855 $10.948 Accumulation Unit Value, End of Period $11.079 $ 7.855 $10.948 $11.156 Number of Units Outstanding, End of Period 0 3,248 3,528 3,229 61 PROSPECTUS

VAN KAMPEN UIF U.S. REAL ESTATE - CLASS I*/(5)/ Accumulation Unit Value, Beginning of Period -- $10.000 $ 8.974 $12.239 Accumulation Unit Value, End of Period -- $ 8.974 $12.239 $14.096 Number of Units Outstanding, End of Period -- 0 0 0 VAN KAMPEN UIF VALUE - CLASS I/(5)/ Accumulation Unit Value, Beginning of Period $10.000 $10.735 $ 8.231 $10.871 Accumulation Unit Value, End of Period $10.735 $ 8.231 $10.871 $11.534 Number of Units Outstanding, End of Period 0 0 382 382 +The Contracts and all of the Variable Sub-Accounts were first offered under the Contracts on November 2, 2001, except those indicated with one or two asterisks. The Accumulation Unit Values in this table reflect a mortality and expense risk charge of 1.40% and Administrative Expense Charge of 0.10%. * These Variable Sub-Accounts were first offered under the Contracts on May 1, 2002. ** This Variable Sub-Account was first offered under the Contracts on April 30, 2004. (1) Effective May 1, 2003, the FTVIP Franklin Technology Securities Fund merged into the FTVIP Franklin Small Cap Fund. Accordingly, for administrative convenience, on May 1, 2003, we combined the FTVIP Franklin Technology Securities Variable Sub-Account into the FTVIP Franklin Small Cap Variable Sub-Account. (2) Effective April 30, 2004, the LSA Capital Growth Fund and the LSA Equity Growth Fund were merged into the Van Kampen UIF Equity Growth Portfolio Class I. Accordingly, on April 30, 2004, we transferred the value of the LSA Capital Growth Variable Sub-Account and the LSA Equity Growth Variable Sub-Account into the Van Kampen UIF Equity Growth Variable Sub-Account. ** (3) Effective April 30, 2004, the LSA Diversified Mid Cap Fund merged into the Van Kampen UIF U.S. Mid Cap Value Portfolio, Class I. Accordingly, on April 30, 2004, we transferred the value of the LSA Diversified Mid Cap Variable Sub-Account into the Van Kampen UIF U.S. Mid Cap Value Variable Sub-Account. (4) Effective September 30, 2003, the Van Kampen UIF U.S. Mid Cap Core Portfolio changed its name to the Van Kampen UIF U.S. Mid Cap Value Portfolio. We have made a corresponding change in the name of the Variable Sub-Account that invests in that Portfolio. (5) Morgan Stanley Investment Management, Inc., the adviser to the UIF Portfolios, does business in certain instances using the name Van Kampen. 62 PROSPECTUS

ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH VARIABLE SUB-ACCOUNT SINCE CONTRACTS WERE FIRST OFFERED/+/ (WITH THE INCOME BENEFIT AND ENHANCED DEATH BENEFIT RIDERS) - -------------------------------------------------------------------------------- ALLSTATE PROVIDER EXTRA CONTRACTS FOR THE YEARS BEGINNING JANUARY 1/+/ AND ENDING DECEMBER 31,(September 30 for 2004) Variable Sub-Accounts 2001 2002 2003 2004 AIM V.I. AGGRESSIVE GROWTH - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $10.605 $ 8.037 $ 9.978 Accumulation Unit Value, End of Period $10.605 $ 8.037 $ 9.978 $ 9.754 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. BALANCED - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $10.280 $ 8.351 $ 9.524 Accumulation Unit Value, End of Period $10.280 $ 8.351 $ 9.524 $ 9.428 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. CAPITAL APPRECIATION - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $10.793 $ 8.001 $10.156 Accumulation Unit Value, End of Period $10.793 $ 8.001 $10.156 $ 9.693 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. CORE EQUITY - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $10.580 $ 8.753 $10.672 Accumulation Unit Value, End of Period $10.580 $ 8.753 $10.672 $10.658 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. DENT DEMOGRAPHIC TRENDS - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $10.947 $ 7.273 $ 9.798 Accumulation Unit Value, End of Period $10.947 $ 7.273 $ 9.798 $ 9.281 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. DIVERSIFIED INCOME - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $ 9.838 $ 9.863 $10.558 Accumulation Unit Value, End of Period $ 9.838 $ 9.863 $10.558 $10.789 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. GROWTH - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $10.452 $ 7.070 $ 9.093 Accumulation Unit Value, End of Period $10.452 $ 7.070 $ 9.093 $ 8.763 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. INTERNATIONAL GROWTH - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $10.176 $ 8.409 $10.636 Accumulation Unit Value, End of Period $10.176 $ 8.409 $10.636 $11.287 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. PREMIER EQUITY - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $10.494 $ 7.172 $ 8.792 Accumulation Unit Value, End of Period $10.494 $ 7.172 $ 8.792 $ 8.442 Number of Units Outstanding, End of Period 0 0 0 0 THE DREYFUS SOCIALLY RESPONSIBLE GROWTH - INITIAL SHARES Accumulation Unit Value, Beginning of Period $10.000 $10.484 $ 7.300 $ 9.015 Accumulation Unit Value, End of Period $10.484 $ 7.300 $ 9.015 $ 8.663 Number of Units Outstanding, End of Period 0 0 0 0 DREYFUS STOCK INDEX - INITIAL SHARES Accumulation Unit Value, Beginning of Period $10.000 $10.546 $ 8.024 $10.094 Accumulation Unit Value, End of Period $10.546 $ 8.024 $10.094 $10.041 Number of Units Outstanding, End of Period 0 0 0 0 63 PROSPECTUS

DREYFUS VIF GROWTH & INCOME - INITIAL SHARES Accumulation Unit Value, Beginning of Period $10.000 $10.648 $ 7.792 $ 9.665 Accumulation Unit Value, End of Period $10.648 $ 7.792 $ 9.665 $ 9.327 Number of Units Outstanding, End of Period 0 0 0 0 DREYFUS VIF MONEY MARKET - INITIAL SHARES Accumulation Unit Value, Beginning of Period $10.000 $10.002 $ 9.946 $ 9.815 Accumulation Unit Value, End of Period $10.002 $ 9.946 $ 9.815 $ 9.715 Number of Units Outstanding, End of Period 0 0 0 0 FIDELITY VIP ASSET MANAGER: GROWTH/(R)/ - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $10.617 $ 8.757 $10.559 Accumulation Unit Value, End of Period $10.617 $ 8.757 $10.559 $10.237 Number of Units Outstanding, End of Period 0 0 0 0 FIDELITY VIP CONTRAFUND/(R)/ - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $10.415 $ 9.227 $11.592 Accumulation Unit Value, End of Period $10.415 $ 9.227 $11.592 $12.051 Number of Units Outstanding, End of Period 0 0 0 0 FIDELITY VIP EQUITY-INCOME - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $10.626 $ 8.267 $10.994 Accumulation Unit Value, End of Period $10.626 $ 8.267 $10.994 $11.032 Number of Units Outstanding, End of Period 0 0 0 0 FIDELITY VIP GROWTH - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $10.672 $ 7.290 $ 9.469 Accumulation Unit Value, End of Period $10.672 $ 7.290 $ 9.469 $ 8.870 Number of Units Outstanding, End of Period 0 0 0 0 FIDELITY VIP HIGH INCOME - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $10.241 $10.367 $12.879 Accumulation Unit Value, End of Period $10.241 $10.367 $12.879 $13.253 Number of Units Outstanding, End of Period 0 0 0 0 FTVIP FRANKLIN SMALL CAP/ /- CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $11.176 $ 7.811 $10.505 Accumulation Unit Value, End of Period $11.176 $ 7.811 $10.505 $10.490 Number of Units Outstanding, End of Period 0 0 0 0 FTVIP FRANKLIN TECHNOLOGY SECURITIES- CLASS 2/(1)/ Accumulation Unit Value, Beginning of Period $10.000 $11.524 $ 6.335 $ 6.904 Accumulation Unit Value, End of Period $11.524 $ 6.335 $ 6.904 $11.461 Number of Units Outstanding, End of Period 0 0 0 0 FTVIP MUTUAL SHARES SECURITIES- CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $10.586 $ 9.149 $11.221 Accumulation Unit Value, End of Period $10.586 $ 9.149 $11.221 $17.112 Number of Units Outstanding, End of Period 0 0 0 0 FTVIP TEMPLETON DEVELOPING MARKETS SECURITIES- CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $10.932 $10.698 $16.040 Accumulation Unit Value, End of Period $10.932 $10.698 $16.040 $17.112 Number of Units Outstanding, End of Period 0 0 0 0 FTVIP TEMPLETON FOREIGN SECURITIES - CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $10.495 $ 8.376 $10.852 Accumulation Unit Value, End of Period $10.495 $ 8.376 $10.852 $11.152 Number of Units Outstanding, End of Period 0 0 0 0 64 PROSPECTUS

GOLDMAN SACHS VIT CORE/SM /SMALL CAP EQUITY Accumulation Unit Value, Beginning of Period $10.000 $11.311 $ 9.425 $13.487 Accumulation Unit Value, End of Period $11.311 $ 9.425 $13.487 $13.847 Number of Units Outstanding, End of Period 0 0 0 0 GOLDMAN SACHS VIT CORE/SM/ U.S. EQUITY Accumulation Unit Value, Beginning of Period $10.000 $10.533 $ 8.062 $10.229 Accumulation Unit Value, End of Period $10.533 $ 8.062 $10.229 $10.593 Number of Units Outstanding, End of Period 0 0 0 0 LSA CAPITAL GROWTH/(2)/ Accumulation Unit Value, Beginning of Period $10.000 $10.532 $ 7.803 -- Accumulation Unit Value, End of Period $10.532 $ 7.803 $ 9.451 -- Number of Units Outstanding, End of Period 0 0 0 -- LSA DIVERSIFIED MID-CAP/*(3)/ Accumulation Unit Value, Beginning of Period -- $10.000 $ 7.743 -- Accumulation Unit Value, End of Period -- $ 7.743 $10.087 -- Number of Units Outstanding, End of Period -- 0 0 -- LSA EQUITY GROWTH/(2)/ Accumulation Unit Value, Beginning of Period $10.000 $10.459 $ 7.193 -- Accumulation Unit Value, End of Period $10.459 $ 7.193 $ 8.704 -- Number of Units Outstanding, End of Period 0 0 0 -- MFS EMERGING GROWTH SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $10.858 $ 7.038 $ 8.962 Accumulation Unit Value, End of Period $10.858 $ 7.038 $ 8.962 $ 8.713 Number of Units Outstanding, End of Period 0 0 0 0 MFS INVESTORS TRUST - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $10.368 $ 8.011 $ 9.565 Accumulation Unit Value, End of Period $10.368 $ 8.011 $ 9.565 $ 9.463 Number of Units Outstanding, End of Period 0 0 0 0 MFS NEW DISCOVERY - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $11.625 $ 7.769 $10.159 Accumulation Unit Value, End of Period $11.625 $ 7.769 $10.159 $ 9.306 Number of Units Outstanding, End of Period 0 0 0 0 MFS RESEARCH - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $10.606 $ 7.824 $ 9.537 Accumulation Unit Value, End of Period $10.606 $ 7.824 $ 9.537 $ 9.622 Number of Units Outstanding, End of Period 0 0 0 0 MFS UTILITIES - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $10.159 $ 7.676 $10.199 Accumulation Unit Value, End of Period $10.159 $ 7.676 $10.199 $11.311 Number of Units Outstanding, End of Period 0 0 0 0 OPPENHEIMER AGGRESSIVE GROWTH Accumulation Unit Value, Beginning of Period $10.000 $10.675 $ 7.554 $ 9.298 Accumulation Unit Value, End of Period $10.675 $ 7.554 $ 9.298 $ 9.752 Number of Units Outstanding, End of Period 0 0 0 0 65 PROSPECTUS

OPPENHEIMER CAPITAL APPRECIATION Accumulation Unit Value, Beginning of Period $10.000 $10.661 $ 7.641 $ 9.806 Accumulation Unit Value, End of Period $10.661 $ 7.641 $ 9.806 $ 9.511 Number of Units Outstanding, End of Period 0 0 0 0 OPPENHEIMER GLOBAL SECURITIES Accumulation Unit Value, Beginning of Period $10.000 $10.784 $ 8.229 $11.534 Accumulation Unit Value, End of Period $10.784 $ 8.229 $11.534 $11.643 Number of Units Outstanding, End of Period 0 0 0 0 OPPENHEIMER MAIN STREET Accumulation Unit Value, Beginning of Period $10.000 $10.446 $ 8.313 $10.323 Accumulation Unit Value, End of Period $10.446 $ 8.313 $10.323 $10.227 Number of Units Outstanding, End of Period 0 0 0 0 OPPENHEIMER STRATEGIC BOND Accumulation Unit Value, Beginning of Period $10.000 $10.165 $10.704 $12.385 Accumulation Unit Value, End of Period $10.165 $10.704 $12.385 $12.647 Number of Units Outstanding, End of Period 0 0 0 0 PUTNAM VT GROWTH AND INCOME - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $10.505 $ 8.340 $10.412 Accumulation Unit Value, End of Period $10.505 $ 8.340 $10.412 $10.472 Number of Units Outstanding, End of Period 0 0 0 0 PUTNAM VT GROWTH OPPORTUNITIES - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $10.525 $ 7.272 $ 8.770 Accumulation Unit Value, End of Period $10.525 $ 7.272 $ 8.770 $ 8.149 Number of Units Outstanding, End of Period 0 0 0 0 PUTNAM VT HEALTH SCIENCES - CLASS IB* Accumulation Unit Value, Beginning of Period -- $10.000 $ 8.232 $ 9.551 Accumulation Unit Value, End of Period -- $ 8.232 $ 9.551 $ 9.304 Number of Units Outstanding, End of Period -- 0 0 0 PUTNAM VT INTERNATIONAL EQUITY - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $10.370 $ 8.367 $10.539 Accumulation Unit Value, End of Period $10.370 $ 8.367 $10.539 $10.496 Number of Units Outstanding, End of Period 0 0 0 0 PUTNAM VT NEW VALUE - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $10.866 $ 8.987 $11.668 Accumulation Unit Value, End of Period $10.866 $ 8.987 $11.668 $12.047 Number of Units Outstanding, End of Period 0 0 0 0 PUTNAM VT RESEARCH - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $10.850 $ 8.272 $10.160 Accumulation Unit Value, End of Period $10.850 $ 8.272 $10.160 $ 9.761 Number of Units Outstanding, End of Period 0 0 0 0 VAN KAMPEN UIF CORE PLUS FIXED INCOME - CLASS I/(5)/ Accumulation Unit Value, Beginning of Period $10.000 $ 9.932 $10.447 $10.713 Accumulation Unit Value, End of Period $ 9.932 $10.447 $10.713 $10.889 Number of Units Outstanding, End of Period 0 0 0 0 VAN KAMPEN UIF EQUITY GROWTH - CLASS I/**(2,5)/ Accumulation Unit Value, Beginning of Period -- -- -- $10.000 Accumulation Unit Value, End of Period -- -- -- $ 9.799 Number of Units Outstanding, End of Period -- -- -- 0 VAN KAMPEN UIF GLOBAL VALUE EQUITY - CLASS I/(5)/ Accumulation Unit Value, Beginning of Period $10.000 $10.340 $ 8.424 $10.646 Accumulation Unit Value, End of Period $10.340 $ 8.424 $10.646 $10.691 Number of Units Outstanding, End of Period 0 0 0 0 VAN KAMPEN UIF U.S. MID CAP VALUE - CLASS I/(3,5)/ Accumulation Unit Value, Beginning of Period $10.000 $11.070 $ 7.808 $10.829 Accumulation Unit Value, End of Period $11.070 $ 7.808 $10.829 $10.992 Number of Units Outstanding, End of Period 0 0 0 0 66 PROSPECTUS

VAN KAMPEN UIF U.S. REAL ESTATE - CLASS I*/(5)/ Accumulation Unit Value, Beginning of Period -- $10.000 $ 8.944 $12.136 Accumulation Unit Value, End of Period -- $ 8.944 $12.136 $13.924 Number of Units Outstanding, End of Period -- 0 0 0 VAN KAMPEN UIF VALUE - CLASS I/(5)/ Accumulation Unit Value, Beginning of Period $10.000 $10.727 $ 8.183 $10.752 Accumulation Unit Value, End of Period $10.727 $ 8.183 $10.752 $11.364 Number of Units Outstanding, End of Period 0 0 0 0 +The Contracts and all of the Variable Sub-Accounts were first offered under the Contracts on November 2, 2001, except those indicated with one or two asterisks. The Accumulation Unit Values in this table reflect a mortality and expense risk charge of 1.90% and Administrative Expense Charge of 0.10%. * These Variable Sub-Accounts were first offered under the Contracts on May 1, 2002. ** This Variable Sub-Account was first offered under the Contracts on April 30, 2004. (1) Effective May 1, 2003, the FTVIP Franklin Technology Securities Fund merged into the FTVIP Franklin Small Cap Fund. Accordingly, for administrative convenience, on May 1, 2003, we combined the FTVIP Franklin Technology Securities Variable Sub-Account into the FTVIP Franklin Small Cap Variable Sub-Account. (2) Effective April 30, 2004, the LSA Capital Growth Fund and the LSA Equity Growth Fund were merged into the Van Kampen UIF Equity Growth Portfolio Class I. Accordingly, on April 30, 2004, we transferred the value of the LSA Capital Growth Variable Sub-Account and the LSA Equity Growth Variable Sub-Account into the Van Kampen UIF Equity Growth Variable Sub-Account.** (3) Effective April 30, 2004, the LSA Diversified Mid Cap Fund merged into the Van Kampen UIF U.S. Mid Cap Value Portfolio, Class I. Accordingly, on April 30, 2004, we transferred the value of the LSA Diversified Mid Cap Variable Sub-Account into the Van Kampen UIF U.S. Mid Cap Value Variable Sub-Account. (4) Effective September 30, 2003, the Van Kampen UIF U.S. Mid Cap Core Portfolio changed its name to the Van Kampen UIF U.S. Mid Cap Value Portfolio. We have made a corresponding change in the name of the Variable Sub-Account that invests in that Portfolio. (5) Morgan Stanley Investment Management, Inc., the adviser to the UIF Portfolios, does business in certain instances using the name Van Kampen. 67 PROSPECTUS

ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH VARIABLE SUB-ACCOUNT SINCE CONTRACTS WERE FIRST OFFERED/+/ (BASE CONTRACT) - -------------------------------------------------------------------------------- ALLSTATE PROVIDER ULTRA CONTRACTS FOR THE YEARS BEGINNING JANUARY 1/+/ AND ENDING DECEMBER 31,(September 30 for 2004) Variable Sub-Accounts 2001 2002 2003 2004 AIM V.I. AGGRESSIVE GROWTH - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $ 8.618 $ 6.575 $ 8.216 Accumulation Unit Value, End of Period $ 8.618 $ 6.575 $ 8.216 $ 8.071 Number of Units Outstanding, End of Period 162 3,182 2,213 1,078 AIM V.I. BALANCED - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $ 9.121 $ 7.459 $ 8.563 Accumulation Unit Value, End of Period $ 9.121 $ 7.459 $ 8.563 $ 8.519 Number of Units Outstanding, End of Period 17,262 42,779 45,589 44,117 AIM V.I. CAPITAL APPRECIATION - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $ 8.61 $ 6.470 $ 8.267 Accumulation Unit Value, End of Period $ 8.61 $ 6.470 $ 8.267 $ 7.930 Number of Units Outstanding, End of Period 7,675 16,768 14,128 15,603 AIM V.I. CORE EQUITY - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $ 8.497 $ 7.076 $ 8.685 Accumulation Unit Value, End of Period $ 8.497 $ 7.076 $ 8.685 $ 8.716 Number of Units Outstanding, End of Period 0 11,578 14,469 14,612 AIM V.I. DENT DEMOGRAPHIC TRENDS - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $ 8.470 $ 5.665 $ 7.682 Accumulation Unit Value, End of Period $ 8.470 $ 5.665 $ 7.682 $ 7.313 Number of Units Outstanding, End of Period 202 219 207 223 AIM V.I. DIVERSIFIED INCOME - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $ 10.127 $ 10.220 $ 11.013 Accumulation Unit Value, End of Period $10.127 $ 10.220 $ 11.013 $ 11.310 Number of Units Outstanding, End of Period 1,291 4,757 8,594 10,434 AIM V.I. GROWTH - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $ 8.395 $ 5.717 $ 7.401 Accumulation Unit Value, End of Period $ 8.395 $ 5.717 $ 7.401 $ 7.168 Number of Units Outstanding, End of Period 14,481 16,296 20,778 25,310 AIM V.I. INTERNATIONAL GROWTH - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $ 8.508 $ 7.077 $ 9.011 Accumulation Unit Value, End of Period $ 8.508 $ 7.077 $ 9.011 $ 9.609 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. PREMIER EQUITY - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $ 8.853 $ 6.090 $ 7.515 Accumulation Unit Value, End of Period $ 8.853 $ 6.090 $ 7.515 $ 7.252 Number of Units Outstanding, End of Period 11,756 24,783 37,906 60,695 THE DREYFUS SOCIALLY RESPONSIBLE GROWTH - INITIAL SHARES Accumulation Unit Value, Beginning of Period $10.000 $ 8.323 $ 5.834 $ 7.252 Accumulation Unit Value, End of Period $ 8.323 $ 5.834 $ 7.252 $ 7.004 Number of Units Outstanding, End of Period 209 1,569 2,935 2,934 DREYFUS STOCK INDEX - INITIAL SHARES Accumulation Unit Value, Beginning of Period $10.000 $ 9.409 $ 6.930 $ 8.776 Accumulation Unit Value, End of Period $ 9.409 $ 6.930 $ 8.776 $ 8.774 Number of Units Outstanding, End of Period 6,900 57,775 74,292 73,428 68 PROSPECTUS

DREYFUS VIF GROWTH & INCOME - INITIAL SHARES Accumulation Unit Value, Beginning of Period $10.000 $ 9.156 $ 6.744 $ 8.421 Accumulation Unit Value, End of Period $ 9.156 $ 6.744 $ 8.421 $ 8.167 Number of Units Outstanding, End of Period 904 2,715 5,581 5,438 DREYFUS VIF MONEY MARKET - INITIAL SHARES Accumulation Unit Value, Beginning of Period $10.000 $ 10.124 $ 10.134 $ 10.066 Accumulation Unit Value, End of Period $10.124 $ 10.134 $ 10.066 $ 10.013 Number of Units Outstanding, End of Period 11,463 22,206 31,888 24,176 FIDELITY VIP ASSET MANAGER: GROWTH/(R)/ - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 9.497 $ 7.886 $ 9.571 Accumulation Unit Value, End of Period $ 9.497 $ 7.886 $ 9.571 $ 9.325 Number of Units Outstanding, End of Period 1,656 1,722 2,367 2,285 FIDELITY VIP CONTRAFUND/(R)/ - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 9.456 $ 8.440 $ 10.674 Accumulation Unit Value, End of Period $ 9.456 $ 8.440 $ 10.674 $ 11.152 Number of Units Outstanding, End of Period 17.056 47,759 51,098 53,615 FIDELITY VIP EQUITY-INCOME - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 9.370 $ 7.658 $ 9.824 Accumulation Unit Value, End of Period $ 9.370 $ 7.658 $ 9.824 $ 9.907 Number of Units Outstanding, End of Period 35,300 122,842 133,904 128,458 FIDELITY VIP GROWTH - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 8.681 $ 5.969 $ 7.805 Accumulation Unit Value, End of Period $ 8.681 $ 5.969 $ 7.805 $ 7.347 Number of Units Outstanding, End of Period 13,066 55,960 53,130 52,166 FIDELITY VIP HIGH INCOME - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 9.016 $ 9.188 $ 11.489 Accumulation Unit Value, End of Period $ 9.016 $ 9.188 $ 11.489 $ 11.882 Number of Units Outstanding, End of Period 2,936 14,304 43,267 47,393 FTVIP FRANKLIN SMALL CAP/ /- CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 9.286 $ 6.533 $ 8.845 Accumulation Unit Value, End of Period $ 9.286 $ 6.533 $ 8.845 $ 8.876 Number of Units Outstanding, End of Period 2,096 10,255 16,098 17,653 FTVIP FRANKLIN TECHNOLOGY SECURITIES- CLASS 2/(1)/ Accumulation Unit Value, Beginning of Period $10.000 $ 7.942 $ 4.395 $ -- Accumulation Unit Value, End of Period $ 7.942 $ 4.395 $ 4.800 -- Number of Units Outstanding, End of Period 261 281 0 -- FTVIP MUTUAL SHARES SECURITIES- CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 9.833 $ 8.554 $ 10.561 Accumulation Unit Value, End of Period $ 9.833 $ 8.554 $ 10.561 $ 10.841 Number of Units Outstanding, End of Period 14,810 25,084 54,899 66,782 FTVIP TEMPLETON DEVELOPING MARKETS SECURITIES- CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 9.434 $ 9.293 $ 14.026 Accumulation Unit Value, End of Period $ 9.434 $ 9.293 $ 14.026 $ 15.038 Number of Units Outstanding, End of Period 0 0 0 0 FTVIP TEMPLETON FOREIGN SECURITIES - CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 8.776 $ 7.050 $ 9.196 Accumulation Unit Value, End of Period $ 8.776 $ 7.050 $ 9.196 $ 9.496 Number of Units Outstanding, End of Period 825 1,760 11,791 9,834 GOLDMAN SACHS VIT CORE/SM /SMALL CAP EQUITY Accumulation Unit Value, Beginning of Period $10.000 $ 10.163 $ 8.525 $ 12.279 Accumulation Unit Value, End of Period $10.163 $ 8.525 $ 12.279 $ 12.670 Number of Units Outstanding, End of Period 0 3,169 5,972 5,852 69 PROSPECTUS

GOLDMAN SACHS VIT CORE/SM/ U.S. EQUITY Accumulation Unit Value, Beginning of Period $10.000 $ 9.015 $ 6.946 $ 8.872 Accumulation Unit Value, End of Period $ 9.015 $ 6.946 $ 8.872 $ 9.233 Number of Units Outstanding, End of Period 0 1,487 6,580 6,407 LSA CAPITAL GROWTH/(2)/ Accumulation Unit Value, Beginning of Period $10.000 $ 8.845 $ 6.599 -- Accumulation Unit Value, End of Period $ 8.845 $ 6.599 $ 8.042 -- Number of Units Outstanding, End of Period 0 2,448 15,654 -- LSA DIVERSIFIED MID-CAP/**(3)/ Accumulation Unit Value, Beginning of Period -- $ 10.000 $ 7.772 -- Accumulation Unit Value, End of Period -- $ 7.772 $ 10.182 -- Number of Units Outstanding, End of Period -- 0 22 -- LSA EQUITY GROWTH/(2)/ Accumulation Unit Value, Beginning of Period $10.000 $ 9.102 $ 6.302 -- Accumulation Unit Value, End of Period $ 9.102 $ 6.302 $ 7.676 -- Number of Units Outstanding, End of Period 302 1,102 8,542 -- MFS EMERGING GROWTH SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $ 8.158 $ 5.323 $ 6.823 Accumulation Unit Value, End of Period $ 8.158 $ 5.323 $ 6.823 $ 6.666 Number of Units Outstanding, End of Period 8,841 21,444 25,357 23,060 MFS INVESTORS TRUST - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $ 8.843 $ 6.878 $ 8.267 Accumulation Unit Value, End of Period $ 8.843 $ 6.878 $ 8.267 $ 8.219 Number of Units Outstanding, End of Period 16,089 27,727 26,096 26,490 MFS NEW DISCOVERY - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $ 9.619 $ 6.471 $ 8.518 Accumulation Unit Value, End of Period $ 9.619 $ 6.471 $ 8.518 $ 7.841 Number of Units Outstanding, End of Period 5,451 52,548 55,148 58,658 MFS RESEARCH - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $ 8.458 $ 6.281 $ 7.707 Accumulation Unit Value, End of Period $ 8.458 $ 6.281 $ 7.707 $ 7.815 Number of Units Outstanding, End of Period 6,555 20,274 18,6369 18,908 MFS UTILITIES - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $ 7.546 $ 5.739 $ 7.676 Accumulation Unit Value, End of Period $ 7.546 $ 5.739 $ 7.676 $ 8.555 Number of Units Outstanding, End of Period 33,039 39,745 40,053 23,482 OPPENHEIMER AGGRESSIVE GROWTH Accumulation Unit Value, Beginning of Period $10.000 $ 8.833 $ 6.292 $ 7.796 Accumulation Unit Value, End of Period $ 8.833 $ 6.292 $ 7.796 $ 8.217 Number of Units Outstanding, End of Period 19,725 70,033 69,523 66,087 OPPENHEIMER CAPITAL APPRECIATION Accumulation Unit Value, Beginning of Period $10.000 $ 8.693 $ 6.272 $ 8.102 Accumulation Unit Value, End of Period $ 8.693 $ 6.272 $ 8.102 $ 7.897 Number of Units Outstanding, End of Period 67,547 161,093 173,075 161,289 OPPENHEIMER GLOBAL SECURITIES Accumulation Unit Value, Beginning of Period $10.000 $ 9.314 $ 7.154 $ 10.094 Accumulation Unit Value, End of Period $ 9.314 $ 7.154 $ 10.094 $ 10.240 Number of Units Outstanding, End of Period 12,351 41,764 43,440 45,461 OPPENHEIMER MAIN STREET Accumulation Unit Value, Beginning of Period $10.000 $ 9.171 $ 7.346 $ 9.183 Accumulation Unit Value, End of Period $ 9.171 $ 7.346 $ 9.183 $ 9.143 Number of Units Outstanding, End of Period 44,958 112,400 118,783 118,055 70 PROSPECTUS

OPPENHEIMER STRATEGIC BOND Accumulation Unit Value, Beginning of Period $10.000 $ 10.250 $ 10.864 $ 12.654 Accumulation Unit Value, End of Period $10.250 $ 10.864 $ 12.654 $ 12.986 Number of Units Outstanding, End of Period 22,387 94,592 117,277 98,141 PUTNAM VT GROWTH AND INCOME - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $ 9.217 $ 7.366 $ 9.257 Accumulation Unit Value, End of Period $ 9.217 $ 7.366 $ 9.257 $ 9.357 Number of Units Outstanding, End of Period 25,624 34,780 36,428 35,237 PUTNAM VT GROWTH OPPORTUNITIES - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $ 8.065 $ 5.610 $ 6.810 Accumulation Unit Value, End of Period $ 8.065 $ 5.610 $ 6.810 $ 6.359 Number of Units Outstanding, End of Period 3,456 697 2,958 2,955 PUTNAM VT HEALTH SCIENCES - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $ 9.662 $ 7.592 $ 8.867 Accumulation Unit Value, End of Period $ 9.662 $ 7.592 $ 8.867 $ 8.681 Number of Units Outstanding, End of Period 10,884 38,840 36,639 36,764 PUTNAM VT INTERNATIONAL EQUITY - CLASS IB* Accumulation Unit Value, Beginning of Period $10.000 $ 11.829 $ 9.607 $ 12.181 Accumulation Unit Value, End of Period $11.829 $ 9.607 $ 12.181 $ 12.191 Number of Units Outstanding, End of Period 0 372 430 468 PUTNAM VT NEW VALUE - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $ 9.574 $ 7.971 $ 10.417 Accumulation Unit Value, End of Period $ 9.574 $ 7.971 $ 10.417 $ 10.810 Number of Units Outstanding, End of Period 10,667 23,289 25,332 22,428 PUTNAM VT RESEARCH - CLASS IB* Accumulation Unit Value, Beginning of Period $10.000 $ 12.056 $ 9.253 $ 11.439 Accumulation Unit Value, End of Period $12.056 $ 9.253 $ 11.439 $ 11.045 Number of Units Outstanding, End of Period 0 1,048 922 921 VAN KAMPEN UIF CORE PLUS FIXED INCOME - CLASS I/(5)/ Accumulation Unit Value, Beginning of Period $10.000 $ 10.455 $ 11.070 $ 11.427 Accumulation Unit Value, End of Period $10.455 $ 11.070 $ 11.427 $ 11.672 Number of Units Outstanding, End of Period 13,728 39,266 97,584 151,050 VAN KAMPEN UIF EQUITY GROWTH - CLASS I/***(2,5)/ Accumulation Unit Value, Beginning of Period -- -- -- $ 10.000 Accumulation Unit Value, End of Period -- -- -- $ 9.826 Number of Units Outstanding, End of Period -- -- -- 19,172 VAN KAMPEN UIF GLOBAL VALUE EQUITY - CLASS I/(5)/ Accumulation Unit Value, Beginning of Period $10.000 $ 9.289 $ 7.618 $ 9.692 Accumulation Unit Value, End of Period $ 9.289 $ 7.618 $ 9.692 $ 9.781 Number of Units Outstanding, End of Period 383 2,703 2,505 2,499 VAN KAMPEN UIF U.S. MID CAP VALUE - CLASS I/(3,5)/ Accumulation Unit Value, Beginning of Period $10.000 $ 9.585 $ 6.806 $ 9.501 Accumulation Unit Value, End of Period $ 9.585 $ 6.806 $ 9.501 $ 9.692 Number of Units Outstanding, End of Period 2,965 15,157 27,165 28,380 VAN KAMPEN UIF U.S. REAL ESTATE - CLASS I**/(5)/ Accumulation Unit Value, Beginning of Period -- $ 10.000 $ 8.977 $ 12.250 Accumulation Unit Value, End of Period -- $ 8.977 $ 12.250 $ 14.114 Number of Units Outstanding, End of Period -- 0 11,807 10,195 VAN KAMPEN UIF VALUE - CLASS I/(5)/ Accumulation Unit Value, Beginning of Period $10.000 $ 9.615 $ 7.384 $ 9.767 Accumulation Unit Value, End of Period $ 9.615 $ 7.384 $ 9.767 $ 10.374 Number of Units Outstanding, End of Period 1 1,226 2,342 2,726 71 PROSPECTUS

+The Contracts and all of the Variable Sub-Accounts were first offered under the Contracts on May 1, 2001, except those indicated with one, two or three asterisks.The Accumulation Unit Values in this table reflect a mortality and expense risk charge of 1.25% and Administrative Expense Charge of 0.10%. * These Variable Sub-Accounts were first offered under the Contracts on September 21, 2001. **These Variable Sub-Accounts were first offered under the Contracts on May 1, 2002. *** This Variable Sub-Account was first offered under the Contracts on April 30, 2004. (1) Effective May 1, 2003, the FTVIP Franklin Technology Securities Fund merged into the FTVIP Franklin Small Cap Fund. Accordingly, for administrative convenience, on May 1, 2003, we combined the FTVIP Franklin Technology Securities Variable Sub-Account into the FTVIP Franklin Small Cap Variable Sub-Account. (2) Effective April 30, 2004, the LSA Capital Growth Fund and the LSA Equity Growth Fund were merged into the Van Kampen UIF Equity Growth Portfolio Class I. Accordingly, on April 30, 2004, we transferred the value of the LSA Capital Growth Variable Sub-Account and the LSA Equity Growth Variable Sub-Account into the Van Kampen UIF Equity Growth Variable Sub-Account. *** (3) Effective April 30, 2004, the LSA Diversified Mid Cap Fund merged into the Van Kampen UIF U.S. Mid Cap Value Portfolio, Class I. Accordingly, on April 30, 2004, we transferred the value of the LSA Diversified Mid Cap Variable Sub-Account into the Van Kampen UIF U.S. Mid Cap Value Variable Sub-Account. (4) Effective September 30, 2003, the Van Kampen UIF U.S. Mid Cap Core Portfolio changed its name to the Van Kampen UIF U.S. Mid Cap Value Portfolio. We have made a corresponding change in the name of the Variable Sub-Account that invests in that Portfolio. (5) Morgan Stanley Investment Management, Inc., the adviser to the UIF Portfolios, does business in certain instances using the name Van Kampen. 72 PROSPECTUS

ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH VARIABLE SUB-ACCOUNT SINCE CONTRACTS WERE FIRST OFFERED/+/ (WITH THE INCOME BENEFIT AND ENHANCED DEATH BENEFIT RIDERS) - -------------------------------------------------------------------------------- ALLSTATE PROVIDER ULTRA CONTRACTS FOR THE YEARS BEGINNING JANUARY 1/+/ AND ENDING DECEMBER 31,(September 30 for 2004) Variable Sub-Accounts 2001 2002 2003 2004 AIM V.I. AGGRESSIVE GROWTH - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $ 8.589 $ 6.519 $ 8.105 Accumulation Unit Value, End of Period $ 8.589 $ 6.519 $ 8.105 $ 7.932 Number of Units Outstanding, End of Period 122 514 514 514 AIM V.I. BALANCED - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $ 9.090 $ 7.369 $ 8.447 Accumulation Unit Value, End of Period $ 9.090 $ 7.396 $ 8.447 $ 8.372 Number of Units Outstanding, End of Period 2,006 6,967 6,504 6,880 AIM V.I. CAPITAL APPRECIATION - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $ 8.642 $ 6.416 $ 8.156 Accumulation Unit Value, End of Period $ 8.642 $ 6.416 $ 8.156 $ 8.566 Number of Units Outstanding, End of Period 16,080 14,710 14,332 6,980 AIM V.I. CORE EQUITY - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $ 8.468 $ 7.016 $ 8.568 Accumulation Unit Value, End of Period $ 8.468 $ 7.016 $ 8.568 $ 8.566 Number of Units Outstanding, End of Period 0 17,669 16,401 6,980 AIM V.I. DENT DEMOGRAPHIC TRENDS - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $ 8.441 $ 5.617 $ 7.579 Accumulation Unit Value, End of Period $ 8.441 $ 5.617 $ 7.579 $ 7.187 Number of Units Outstanding, End of Period 843 795 639 537 AIM V.I. DIVERSIFIED INCOME - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $10.092 $10.133 $10.865 Accumulation Unit Value, End of Period $10.092 $10.133 $10.865 $11.115 Number of Units Outstanding, End of Period 38 1,542 1,331 1,192 AIM V.I. GROWTH - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $ 8.367 $ 5.668 $ 7.302 Accumulation Unit Value, End of Period $ 8.367 $ 5.668 $ 7.302 $ 7.045 Number of Units Outstanding, End of Period 13,911 12,843 11,421 2,596 AIM V.I. INTERNATIONAL GROWTH - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $ 8.479 $ 7.017 $ 8.889 Accumulation Unit Value, End of Period $ 8.479 $ 7.017 $ 8.889 $ 9.444 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. PREMIER EQUITY - SERIES I Accumulation Unit Value, Beginning of Period $10.000 $ 8.823 $ 6.039 $ 7.414 Accumulation Unit Value, End of Period $ 8.823 $ 6.039 $ 7.414 $ 7.127 Number of Units Outstanding, End of Period 22,170 21,759 22,150 12,449 THE DREYFUS SOCIALLY RESPONSIBLE GROWTH - INITIAL SHARES Accumulation Unit Value, Beginning of Period $10.000 $ 8.295 $ 5.785 $ 7.154 Accumulation Unit Value, End of Period $ 8.295 $ 5.785 $ 7.154 $ 6.883 Number of Units Outstanding, End of Period 0 0 0 0 DREYFUS STOCK INDEX - INITIAL SHARES Accumulation Unit Value, Beginning of Period $10.000 $ 9.018 $ 6.872 $ 8.658 Accumulation Unit Value, End of Period $ 9.018 $ 6.872 $ 8.658 $ 8.623 Number of Units Outstanding, End of Period 2,030 3,659 3,978 1,089 73 PROSPECTUS

DREYFUS VIF GROWTH & INCOME - INITIAL SHARES Accumulation Unit Value, Beginning of Period $10.000 $ 9.124 $ 6.687 $ 8.308 Accumulation Unit Value, End of Period $ 9.124 $ 6.687 $ 8.308 $ 8.026 Number of Units Outstanding, End of Period 0 295 257 257 DREYFUS VIF MONEY MARKET - INITIAL SHARES Accumulation Unit Value, Beginning of Period $10.000 $10.090 $10.048 $ 9.931 Accumulation Unit Value, End of Period $10.090 $10.048 $ 9.931 $ 9.841 Number of Units Outstanding, End of Period 3,777 2,082 2,070 792 FIDELITY VIP ASSET MANAGER: GROWTH/(R)/ - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 9.456 $ 7.819 $ 9.442 Accumulation Unit Value, End of Period $ 9.456 $ 7.819 $ 9.442 $ 9.164 Number of Units Outstanding, End of Period 0 0 0 0 FIDELITY VIP CONTRAFUND/(R)/ - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 9.433 $ 8.369 $10.530 Accumulation Unit Value, End of Period $ 9.433 $ 8.369 $10.530 $10.960 Number of Units Outstanding, End of Period 5,676 15,127 16,008 17,144 FIDELITY VIP EQUITY-INCOME - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 9.339 $ 7.593 $ 9.691 Accumulation Unit Value, End of Period $ 9.339 $ 7.593 $ 9.691 $ 9.736 Number of Units Outstanding, End of Period 16,281 23,563 25,998 28,652 FIDELITY VIP GROWTH - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 8.651 $ 5.918 $ 7.699 Accumulation Unit Value, End of Period $ 8.651 $ 5.918 $ 7.699 $ 7.221 Number of Units Outstanding, End of Period 2,064 3,739 4,874 3,235 FIDELITY VIP HIGH INCOME - SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 8.986 $ 9.110 $11.334 Accumulation Unit Value, End of Period $ 8.986 $ 9.110 $11.334 $11.677 Number of Units Outstanding, End of Period 5,100 2,565 2,345 5,647 FTVIP FRANKLIN SMALL CAP/ /- CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 9.254 $ 6.477 $ 8.726 Accumulation Unit Value, End of Period $ 9.254 $ 6.477 $ 8.726 $ 8.723 Number of Units Outstanding, End of Period 1,972 3,430 3,376 2,809 FTVIP FRANKLIN TECHNOLOGY SECURITIES- CLASS 2/(1)/ Accumulation Unit Value, Beginning of Period $10.000 $ 7.915 $ 4.358 -- Accumulation Unit Value, End of Period $ 7.915 $ 4.358 $ 4.751 -- Number of Units Outstanding, End of Period 0 0 0 -- FTVIP MUTUAL SHARES SECURITIES- CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 9.800 $ 8.482 $10.419 Accumulation Unit Value, End of Period $ 9.800 $ 8.482 $10.419 $10.654 Number of Units Outstanding, End of Period 837 844 902 535 FTVIP TEMPLETON DEVELOPING MARKETS SECURITIES- CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 9.402 $ 9.215 $13.827 Accumulation Unit Value, End of Period $ 9.402 $ 9.215 $13.827 $14.779 Number of Units Outstanding, End of Period 0 0 0 0 FTVIP TEMPLETON FOREIGN SECURITIES - CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 8.746 $ 6.991 $ 9.072 Accumulation Unit Value, End of Period $ 8.746 $ 6.991 $ 9.072 $ 9.332 Number of Units Outstanding, End of Period 119 537 744 744 GOLDMAN SACHS VIT CORE/SM /SMALL CAP EQUITY Accumulation Unit Value, Beginning of Period $10.000 $10.129 $ 8.453 $12.114 Accumulation Unit Value, End of Period $10.129 $ 8.453 $12.114 $12.451 Number of Units Outstanding, End of Period 0 1,717 1,506 239 74 PROSPECTUS

GOLDMAN SACHS VIT CORE/SM/ U.S. EQUITY Accumulation Unit Value, Beginning of Period $10.000 $ 8.985 $ 6.887 $ 8.753 Accumulation Unit Value, End of Period $ 8.985 $ 6.887 $ 8.753 $ 9.074 Number of Units Outstanding, End of Period 0 1,305 1,268 703 LSA CAPITAL GROWTH/(2)/ Accumulation Unit Value, Beginning of Period $10.000 $ 8.815 $ 6.543 -- Accumulation Unit Value, End of Period $ 8.815 $ 6.543 $ 7.934 -- Number of Units Outstanding, End of Period 507 1,153 1,151 -- LSA DIVERSIFIED MID-CAP/**(3)/ Accumulation Unit Value, Beginning of Period -- $10.000 $ 7.751 -- Accumulation Unit Value, End of Period -- $ 7.751 $10.113 -- Number of Units Outstanding, End of Period -- 0 0 -- LSA EQUITY GROWTH/(2)/ Accumulation Unit Value, Beginning of Period $10.000 $ 9.072 $ 6.249 -- Accumulation Unit Value, End of Period $ 9.072 $ 6.249 $ 7.573 -- Number of Units Outstanding, End of Period 340 1,256 1,288 -- MFS EMERGING GROWTH SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $ 8.130 $ 5.278 $ 6.731 Accumulation Unit Value, End of Period $ 8.130 $ 5.278 $ 6.731 $ 6.551 Number of Units Outstanding, End of Period 13,429 12,446 14,843 14,817 MFS INVESTORS TRUST - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $ 8.813 $ 6.820 $ 8.156 Accumulation Unit Value, End of Period $ 8.813 $ 6.820 $ 8.156 $ 8.078 Number of Units Outstanding, End of Period 4,190 7,183 6,574 6,193 MFS NEW DISCOVERY - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $ 9.586 $ 6.416 $ 8.403 Accumulation Unit Value, End of Period $ 9.586 $ 6.416 $ 8.403 $ 7.706 Number of Units Outstanding, End of Period 683 20,924 28,388 28,038 MFS RESEARCH - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $ 8.430 $ 6.228 $ 7.603 Accumulation Unit Value, End of Period $ 8.430 $ 6.228 $ 7.603 $ 7.680 Number of Units Outstanding, End of Period 936 1,721 1,688 1,654 MFS UTILITIES - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $ 7.520 $ 5.691 $ 7.573 Accumulation Unit Value, End of Period $ 7.520 $ 5.691 $ 7.573 $ 8.408 Number of Units Outstanding, End of Period 7,254 4,806 4,255 7,111 OPPENHEIMER AGGRESSIVE GROWTH Accumulation Unit Value, Beginning of Period $10.000 $ 8.803 $ 6.239 $ 7.691 Accumulation Unit Value, End of Period $ 8.803 $ 6.239 $ 7.691 $ 8.076 Number of Units Outstanding, End of Period 6,136 7,550 8,776 8,551 OPPENHEIMER CAPITAL APPRECIATION Accumulation Unit Value, Beginning of Period $10.000 $ 8.663 $ 6.219 $ 7.993 Accumulation Unit Value, End of Period $ 8.663 $ 6.219 $ 7.993 $ 7.761 Number of Units Outstanding, End of Period 13,792 51,734 61,645 61,012 OPPENHEIMER GLOBAL SECURITIES Accumulation Unit Value, Beginning of Period $10.000 $ 9.282 $ 7.094 $ 9.958 Accumulation Unit Value, End of Period $ 9.282 $ 7.094 $ 9.958 $10.064 Number of Units Outstanding, End of Period 2,830 4,281 4,584 2,868 OPPENHEIMER MAIN STREET Accumulation Unit Value, Beginning of Period $10.000 $ 9.140 $ 7.284 $ 9.060 Accumulation Unit Value, End of Period $ 9.140 $ 7.284 $ 9.060 $ 8.986 Number of Units Outstanding, End of Period 12,659 18,076 19,388 17,638 75 PROSPECTUS

OPPENHEIMER STRATEGIC BOND Accumulation Unit Value, Beginning of Period $10.000 $10.215 $10.772 $12.484 Accumulation Unit Value, End of Period $10.215 $10.772 $12.484 $12.762 Number of Units Outstanding, End of Period 6,083 11,250 6,872 8,737 PUTNAM VT GROWTH AND INCOME - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $ 9.186 $ 7.304 $ 9.132 Accumulation Unit Value, End of Period $ 9.186 $ 7.304 $ 9.132 $ 9.196 Number of Units Outstanding, End of Period 642 175 0 0 PUTNAM VT GROWTH OPPORTUNITIES - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $ 8.037 $ 5.562 $ 6.718 Accumulation Unit Value, End of Period $ 8.037 $ 5.562 $ 6.718 $ 6.249 Number of Units Outstanding, End of Period 0 0 0 0 PUTNAM VT HEALTH SCIENCES - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $ 9.629 $ 7.528 $ 8.748 Accumulation Unit Value, End of Period $ 9.629 $ 7.528 $ 8.748 $ 8.532 Number of Units Outstanding, End of Period 11,843 8,032 7,760 7,620 PUTNAM VT INTERNATIONAL EQUITY - CLASS IB* Accumulation Unit Value, Beginning of Period $10.000 $11.812 $ 9.545 $12.041 Accumulation Unit Value, End of Period $11.812 $ 9.545 $12.041 $12.005 Number of Units Outstanding, End of Period 0 0 0 0 PUTNAM VT NEW VALUE - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $ 9.542 $ 7.904 $10.277 Accumulation Unit Value, End of Period $ 9.542 $ 7.904 $10.277 $10.624 Number of Units Outstanding, End of Period 0 0 923 923 PUTNAM VT RESEARCH - CLASS IB* Accumulation Unit Value, Beginning of Period $10.000 $12.040 $ 9.193 $11.308 Accumulation Unit Value, End of Period $12.040 $ 9.193 $11.308 $10.877 Number of Units Outstanding, End of Period 0 0 0 0 VAN KAMPEN UIF CORE PLUS FIXED INCOME - CLASS I/(5)/ Accumulation Unit Value, Beginning of Period $10.000 $10.420 $10.976 $11.273 Accumulation Unit Value, End of Period $10.420 $10.976 $11.273 $11.471 Number of Units Outstanding, End of Period 1,283 2,503 2,840 1,899 VAN KAMPEN UIF EQUITY GROWTH - CLASS I/***(2,5)/ Accumulation Unit Value, Beginning of Period -- -- -- $10.000 Accumulation Unit Value, End of Period -- -- -- $ 9.806 Number of Units Outstanding, End of Period -- -- -- 964 VAN KAMPEN UIF GLOBAL VALUE EQUITY - CLASS I/(5)/ Accumulation Unit Value, Beginning of Period $10.000 $ 9.258 $ 7.554 $ 9.562 Accumulation Unit Value, End of Period $ 9.258 $ 7.554 $ 9.562 $ 9.613 Number of Units Outstanding, End of Period 54 287 284 283 VAN KAMPEN UIF U.S. MID CAP VALUE - CLASS I/(3,5)/ Accumulation Unit Value, Beginning of Period $10.000 $ 9.552 $ 6.748 $ 9.373 Accumulation Unit Value, End of Period $ 9.552 $ 6.748 $ 9.373 $ 9.525 Number of Units Outstanding, End of Period 3,078 4,329 4,024 2,810 VAN KAMPEN UIF U.S. REAL ESTATE - CLASS I**/(5)/ Accumulation Unit Value, Beginning of Period -- $10.000 $ 8.953 $12.167 Accumulation Unit Value, End of Period -- $ 8.953 $12.167 $13.976 Number of Units Outstanding, End of Period -- 0 0 0 VAN KAMPEN UIF VALUE - CLASS I/(5)/ Accumulation Unit Value, Beginning of Period $10.000 $ 9.583 $ 7.321 $ 9.635 Accumulation Unit Value, End of Period $ 9.583 $ 7.321 $ 9.635 $10.195 Number of Units Outstanding, End of Period 0 0 0 0 76 PROSPECTUS

+The Contracts and all of the Variable Sub-Accounts were first offered under the Contracts on May 1, 2001, except those indicated with one, two or three asterisks. The Accumulation Unit Values in this table reflect a mortality and expense risk charge of 1.75% and Administrative Expense Charge of 0.10%. * These Variable Sub-Accounts were first offered under the Contracts on September 21, 2001. **These Variable Sub-Accounts were first offered under the Contracts on May 1, 2002. *** This Variable Sub-Account was first offered under the Contracts on April 30, 2004. (1) Effective May 1, 2003, the FTVIP Franklin Technology Securities Fund merged into the FTVIP Franklin Small Cap Fund. Accordingly, for administrative convenience, on May 1, 2003, we combined the FTVIP Franklin Technology Securities Variable Sub-Account into the FTVIP Franklin Small Cap Variable Sub-Account. (2) Effective April 30, 2004, the LSA Capital Growth Fund and the LSA Equity Growth Fund were merged into the Van Kampen UIF Equity Growth Portfolio Class I. Accordingly, on April 30, 2004, we transferred the value of the LSA Capital Growth Variable Sub-Account and the LSA Equity Growth Variable Sub-Account into the Van Kampen UIF Equity Growth Variable Sub-Account.*** (3) Effective April 30, 2004, the LSA Diversified Mid Cap Fund merged into the Van Kampen UIF U.S. Mid Cap Value Portfolio, Class I. Accordingly, on April 30, 2004, we transferred the value of the LSA Diversified Mid Cap Variable Sub-Account into the Van Kampen UIF U.S. Mid Cap Value Variable Sub-Account. (4) Effective September 30, 2003, the Van Kampen UIF U.S. Mid Cap Core Portfolio changed its name to the Van Kampen UIF U.S. Mid Cap Value Portfolio. We have made a corresponding change in the name of the Variable Sub-Account that invests in that Portfolio. (5) Morgan Stanley Investment Management, Inc., the adviser to the UIF Portfolios, does business in certain instances using the name Van Kampen. 77 PROSPECTUS

APPENDIX B MARKET VALUE ADJUSTMENT EXAMPLES - -------------------------------------------------------------------------------- The Market Value Adjustment is based on the following: I = the Treasury Rate for a maturity equal to the Guarantee Period for the week preceding the establishment of the Guarantee Period. N = the number of whole and partial years from the date we receive the withdrawal, transfer, or death benefit request, or from the Payout Start Date to the end of the Guarantee Period. J = the Treasury Rate for a maturity equal to the Guarantee Period for the week preceding the receipt of the withdrawal, transfer, death benefit, or income payment request.* Treasury Rate means the U.S. Treasury Note Constant Maturity yield as reported in Federal Reserve Bulletin Release H.15. *If a U.S. Treasury Note ("Note") with a maturity of the Guarantee Period is not available, we will determine an appropriate interest rate based on an interpolation of the next shortest duration and next longest duration Notes. The Market Value Adjustment factor is determined from the following formula: .9 X [I-(J + .0025)] X N To determine the Market Value Adjustment, we will multiply the Market Value Adjustment factor by the amount transferred, withdrawn (in excess of the Free Withdrawal Amount), paid as a death benefit, or applied to an Income Plan from a Guarantee Period at any time other than during the 30 day period after such Guarantee Period expires. 78 PROSPECTUS

EXAMPLES OF MARKET VALUE ADJUSTMENT - -------------------------------------------------------------------------------- Purchase Payment: $10,000 (plus Credit Enhancement of $400 for ALLSTATE PROVIDER EXTRA CONTRACTS) allocated to a Guarantee Period Guarantee Period: 5 years Interest Rate: 4.50% Full Surrender: End of Contract Year 3 NOTE: These examples assume that premium taxes are not applicable. Step 1. Calculate Contract $10,000.00 X (1.045)/3 /= $11,411.66 Value at End of Contract Year 3: Step 2. Calculate the Free .15 X ($10,000.00) = $1,500.00 Withdrawal Amount: Step 3. Calculate the Market I = 4.5% Value Adjustment: J = 4.2% N = 730 days =2 -------- 365 days Market Value Adjustment Factor: .9 X [I - (J + .0025)] X N = .9 X [.045 - (.042 + .0025)] X 2 = .0009 Market Value Adjustment = Market Value Adjustment Factor X Amount Subject to Market Value Adjustment: = .0009 X ($11,411.66 - $1,500.00) = $8.92 Step 4. Calculate the amount received by a Contract $11,411.66 + $8.92 = $11,420.58 owner as a result of full withdrawal at the end of Contract Year 3: EXAMPLE 1 FOR ALLSTATE PROVIDER ADVANTAGE CONTRACTS (ASSUMES DECLINING INTEREST RATES) 79 PROSPECTUS

EXAMPLE 2: FOR ALLSTATE PROVIDER ADVANTAGE CONTRACTS (ASSUMES RISING INTEREST RATES) Step 1. Calculate Contract $10,000.00 X (1.045)/3 /= $11,411.66 Value at End of Contract Year 3: Step 2. Calculate the Free .15 X ($10,000.00) = $1,500.00 Withdrawal Amount: Step 3. Calculate the Market I = 4.5% Value Adjustment: J = 4.8% N = 730 days =2 -------- 365 days Market Value Adjustment Factor: .9 X [I - (J + .0025)] X N = .9 X [.045 - (.048 + .0025)] X 2 = -.0099 Market Value Adjustment = Market Value Adjustment Factor X Amount Subject to Market Value Adjustment: = -.0099 X ($11,411.66 - $1,500.00) = -$98.13 Step 4. Calculate the amount received by a Contract $11,411.66 - $98.13 = $11,313.53 owner as a result of full withdrawal at the end of Contract Year 3: EXAMPLE 3: FOR ALLSTATE PROVIDER ULTRA CONTRACTS (ASSUMES DECLINING INTEREST RATES) Step 1. Calculate Contract $10,000.00 X (1.045)/3 /= $11,411.66 Value at End of Contract Year 3: Step 2. Calculate the Free .15 X ($10,000.00) = $1,500.00 Withdrawal Amount: Step 3. Calculate the = .06 X ($10,000 - $1,500) = $510.00 Withdrawal Charge: Step 4. Calculate the Market I = 4.50% Value Adjustment: J = 4.20% N = 730 days =2 -------- 365 days Market Value Adjustment Factor:.9 X [I - (J +.0025)] X N =.9 X [.045 - (.042 +.0025)] X 2 =.0009 Market Value Adjustment = Market Value Adjustment Factor X Amount Subject to Market Value Adjustment: =.0009 X ($11,411.66 - $1,500.00) = $8.92 Step 5. Calculate the amount received by a Contract owner $11,411.66 - $510.00 + $8.92 = $10,910.58 as a result of full withdrawal at the end of Contract Year 3: 80 PROSPECTUS

EXAMPLE 4: FOR ALLSTATE PROVIDER ULTRA CONTRACTS (ASSUMES RISING INTEREST RATES) Step 1. Calculate Contract $10,000.00 X (1.045)/3 /= $11,411.66 Value at End of Contract Year 3: Step 2. Calculate the Free .15 X ($10,000.00) = $1,500.00 Withdrawal Amount: Step 3. Calculate the Withdrawal = .06 X ($10,000 - $1,500) = $510.00 Charge Step 4. Calculate the Market I = 4.50% Value Adjustment: J = 4.80% N = 730 days =2 -------- 365 days Market Value Adjustment Factor: .9 X [I - (J + .0025)] X N = .9 X [.045 - (.048 + .0025)] X 2 = -.0099 Market Value Adjustment = Market Value Adjustment Factor X Amount Subject to Market Value Adjustment: = -.0099 X ($11,411.66 - $1,500.00) = -($98.13) Step 5. Calculate the amount received by a Contract owner as $11,411.66 - $510.00 - $98.13 = $10,803.53 a result of full withdrawal at the end of Contract Year 3: EXAMPLE 5: FOR ALLSTATE PROVIDER EXTRA CONTRACTS (ASSUMES DECLINING INTEREST RATES) Step 1. Calculate Contract $10,400.00 X (1.045)/3 /= $11,868.13 Value at End of Contract Year 3: Step 2. Calculate the Free .15 X ($10,000.00) = $1,500.00 Withdrawal Amount: Step 3. Calculate the Withdrawal Charge: = .08 X ($10,000 - $1,500) = $680 Step 4. Calculate the Market I = 4.5% Value Adjustment: J = 4.2% N = 730 days =2 -------- 365 days Market Value Adjustment Factor: .9 X [I - (J + .0025)] X N = .9 X [.045 - (.042 + .0025)] X 2 = .0009 Market Value Adjustment = Market Value Adjustment Factor X Amount Subject to Market Value Adjustment: = .0009 X ($11,868.13 - $1,500.00) = $9.33 Step 5. Calculate the amount received by a Contract owner as $11,868.13 - $680.00 + $9.33= $11,197.46 a result of full withdrawal at the end of Contract Year 3: 81 PROSPECTUS

EXAMPLE 6: ALLSTATE PROVIDER EXTRA CONTRACTS (ASSUMES RISING INTEREST RATES) Step 1. Calculate Contract Value at End $10,400.00 X (1.045)/3 /= $11,868.13 of Contract Year 3: Step 2. Calculate the Free Withdrawal .15 X ($10,000.00) = $1,500.00 Amount: Step 3. Calculate the Withdrawal Charge: = .08 X ($10,000 - $1,500) = $680 Step 4. Calculate the Market Value I = 4.5% Adjustment: J = 4.8% N = 730 days =2 -------- 365 days Market Value Adjustment Factor: .9 X [I - (J + .0025)] X N = .9 X [.045 - (.048 + .0025)] X 2 = -.0099 Market Value Adjustment = Market Value Adjustment Factor X Amount Subject to Market Value Adjustment: = -.0099 X ($11,868.13 - $1,500.00) = ( $102.64) Step 5. Calculate the amount received by a Contract owner as a result of full $11,868.13 - $680.00 - $102.64 = withdrawal at the end of Contract Year $11,085.49 3: 82 PROSPECTUS

APPENDIX C CALCULATION OF ENHANCED EARNINGS DEATH BENEFIT AMOUNT - -------------------------------------------------------------------------------- ALLSTATE PROVIDER ADVANTAGE AND PROVIDER EXTRA CONTRACTS EXAMPLE1. In this example, assume that the oldest Owner is age 55 at the time the Contract is issued and elects the Enhanced Earnings Death Benefit Rider when the Contract is issued. The Owner makes an initial purchase payment of $100,000. After four years, the Owner dies. On the date Allstate receives Due Proof of Death, the Contract Value is $125,000. Prior to his death, the Owner did not make any additional purchase payments or take any withdrawals. Excess-of-Earnings Withdrawals = $0 Purchase payments in the 12 months prior to Death = $0 In-Force Premium = $100,000 ($100,000 + $0 - $0) In-Force Earnings = $25,000 ($125,000 - $100,000) Enhanced Earnings Death Benefit = 40% X $25,000 = $10,000. Since 40% In-Force Earnings are less than 80% of the In-Force Premium (excluding purchase payments in the 12 months prior to death), the In-Force Earnings are used to compute the Enhanced Earnings Death Benefit amount. EXAMPLE 2. In the second example, assume the same facts as above, except that the Owner has taken a withdrawal of $10,000 during the second year of the Contract. At the time the withdrawal is taken, the Contract Value is $105,000. Here, $5,000 of the withdrawal is in excess of the In-Force Earnings at the time of the withdrawal. The Contract Value on the date Allstate receives due proof of death will be assumed to be $114,000. Excess of Earnings Withdrawals = $5,000 ($10,000 - $5,000) Purchase payments in the 12 months prior to Death = $0 In-Force Premium = $95,000 ($100,000 + $0 - $5,000) In-Force Earnings = $19,000 ($114,000 - $95,000) Enhanced Earnings Death Benefit = 40% X $19,000 = $7,600. Since 40% In-Force Earnings are less than 80% of the In-Force Premium (excluding purchase payments in the 12 months prior to death), the In-Force Earnings are used to compute the Enhanced Earnings Death Benefit amount. EXAMPLE 3. This third example is intended to illustrate the effect of adding the Enhanced Earnings Death Benefit Rider after the Contract has been issued and the effect of later purchase payments. In this example, assume that the oldest Owner is age 65 on the Rider Date. At the time the Contract is issued, the Owner makes a purchase payment of $100,000. After two years pass, the Owner elects to add the Enhanced Earnings Death Benefit Rider. On the date this Rider is added, the Contract Value is $110,000. Two years later, the Owner withdraws $50,000. Immediately prior to the withdrawal, the Contract Value is $130,000. Another two years later, the Owner makes an additional purchase payment of $40,000. Immediately after the additional purchase payment, the Contract Value is $130,000. Two years later, the owner dies with a Contract Value of $140,000 on the date Allstate receives Due Proof of Death. Excess of Earnings Withdrawals = $30,000 ($50,000 - $20,000) Purchase payments in the 12 months prior to Death = $0 In-Force Premium = $120,000 ($110,000 + $40,000 - $30,000) In-Force Earnings = $20,000 ($140,000 - $120,000) Enhanced Earnings Death Benefit = 30% of $20,000 = $6,000. In this example, In-Force Premium is equal to the Contract Value on the date the Rider was issued plus the additional purchase payment and minus the Excess-of-Earnings Withdrawal. Since 30% In-Force Earnings are less than 60% of the In-Force Premium (excluding purchase payments in the 12 months prior to death), the In-Force Earnings are used to compute the Enhanced Earnings Death Benefit amount. 83 PROSPECTUS

ALLSTATE PROVIDER ULTRA CONTRACTS EXAMPLE1. In this example, assume that the oldest Owner is age 55 at the time the Contract is issued and elects the Enhanced Earnings Death Benefit Rider when the Contract is issued. The Owner makes an initial purchase payment of $100,000. After four years, the Owner dies. On the date Allstate receives Due Proof of Death, the Contract Value is $125,000. Prior to his death, the Owner did not make any additional purchase payments or take any withdrawals. Excess-of-Earnings Withdrawals = $0 Purchase payments in the 12 months prior to Death = $0 In-Force Premium = $100,000 ($100,000 + $0 - $0) Death Benefit Earnings = $25,000 ($125,000 - $100,000) Enhanced Earnings Death Benefit = 40% X $25,000 = $10,000. Since Death Benefit Earnings are less than 200% of the In-Force Premium (excluding purchase payments in the 12 months prior to death), the Death Benefit Earnings are used to compute the Enhanced Earnings Death Benefit amount. EXAMPLE 2. In the second example, assume the same facts as above, except that the Owner has taken a withdrawal of $10,000 during the second year of the Contract. At the time the withdrawal is taken, the Contract Value is $105,000. Here, $5,000 of the withdrawal is in excess of the Death Benefit Earnings at the time of the withdrawal. The Contract Value on the date Allstate receives due proof of death will be assumed to be $114,000. Excess of Earnings Withdrawals = $5,000 ($10,000 - $5,000) Purchase payments in the 12 months prior to Death = $0 In-Force Premium = $95,000 ($100,000 + $0 -$5,000) Death Benefit Earnings = $19,000 ($114,000 - $95,000) Enhanced Earnings Death Benefit = 40% X $19,000 = $7,600. Since Death Benefit Earnings are less than 200% of the In-Force Premium (excluding purchase payments in the 12 months prior to death), the Death Benefit Earnings are used to compute the Enhanced Earnings Death Benefit amount. EXAMPLE 3. This third example is intended to illustrate the effect of adding the Enhanced Earnings Death Benefit Rider after the Contract has been issued and the effect of later purchase payments. In this example, assume that the oldest Owner is age 65 on the Rider Date. At the time the Contract is issued, the Owner makes a purchase payment of $100,000. After two years pass, the Owner elects to add the Enhanced Earnings Death Benefit Rider. On the date this Rider is added, the Contract Value is $110,000. Two years later, the Owner withdraws $50,000. Immediately prior to the withdrawal, the Contract Value is $130,000. Another two years later, the Owner makes an additional purchase payment of $40,000. Immediately after the additional purchase payment, the Contract Value is $130,000. Two years later, the owner dies with a Contract Value of $140,000 on the date Allstate receives Due Proof of Death. Excess of Earnings Withdrawals = $30,000 ($50,000 - $20,000) Purchase payments in the 12 months prior to Death = $0 In-Force Premium = $120,000 ($110,000 + $40,000 - $30,000) Death Benefit Earnings = $20,000 ($140,000 - $120,000) Enhanced Earnings Death Benefit = 30% of $20,000 = $6,000. In this example, In-Force Premium is equal to the Contract Value on the date the Rider was issued plus the additional purchase payment and minus the Excess-of-Earnings Withdrawal. Since Death Benefit Earnings are less than 200% of the In-Force Premium (excluding purchase payments in the 12 months prior to death), the Death Benefit Earnings are used to compute the Enhanced Earnings Death Benefit amount. 84 PROSPECTUS

STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONS, DELETIONS OR SUBSTITUTIONS OF INVESTMENTS - -------------------------------------------------------------------------------- THE CONTRACT - -------------------------------------------------------------------------------- Purchases of Contracts - -------------------------------------------------------------------------------- Tax-free Exchanges (1035 Exchanges, Rollovers and Transfers) - -------------------------------------------------------------------------------- CALCULATION OF ACCUMULATION UNIT VALUES - -------------------------------------------------------------------------------- Net Investment Factor - -------------------------------------------------------------------------------- CALCULATION OF VARIABLE INCOME PAYMENTS - -------------------------------------------------------------------------------- CALCULATION OF ANNUITY UNIT VALUES - -------------------------------------------------------------------------------- GENERAL MATTERS - -------------------------------------------------------------------------------- Incontestability - -------------------------------------------------------------------------------- Settlements - -------------------------------------------------------------------------------- Safekeeping of the Variable Account's Assets - -------------------------------------------------------------------------------- Premium Taxes - -------------------------------------------------------------------------------- Tax Reserves - -------------------------------------------------------------------------------- EXPERTS - -------------------------------------------------------------------------------- FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- APPENDIX A ACCUMULATION UNIT VALUES - -------------------------------------------------------------------------------- THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. WE DO NOT AUTHORIZE ANYONE TO PROVIDE ANY INFORMATION OR REPRESENTATIONS REGARDING THE OFFERING DESCRIBED IN THIS PROSPECTUS OTHER THAN AS CONTAINED IN THIS PROSPECTUS. 85 PROSPECTUS

Allstate Life Insurance Company Allstate Financial Advisors Separate Account I Supplement dated January 3, 2005 to the The Allstate Provider Variable Annuity Series Prospectus dated May 1, 2004 This supplement amends certain information contained in the prospectus for the Allstate Provider Advantage, Allstate Provider Ultra and Allstate Provider Extra Variable Annuity Contracts ("Contracts"), formerly issued by Glenbrook Life and Annuity Company ("Glenbrook"). Please read this supplement carefully and retain it for future reference together with your prospectus. All capitalized terms have the same meaning as those included in the prospectus. Merger of Glenbrook with Allstate Life Effective January 1, 2005, Glenbrook merged with and into its parent company, Allstate Life Insurance Company ("Allstate Life"). The merger of Glenbrook and Allstate Life (the "Merger") was approved by the boards of directors of Allstate Life and Glenbrook. The Merger also received regulatory approval from the Departments of Insurance of the States of Arizona and Illinois, the states of domicile of Glenbrook and Allstate Life, respectively. On the date of the Merger, Allstate Life acquired from Glenbrook all of Glenbrook's assets and became directly liable for Glenbrook's liabilities and obligations with respect to all Contracts issued by Glenbrook. The Merger did not affect the terms of, or the rights and obligations under your Contract, other than to reflect the change to the company that guarantees your Contract benefits from Glenbrook to Allstate Life. You will receive certificate endorsements from Allstate Life that reflect the change from Glenbrook to Allstate Life. The Merger also did not result in any adverse tax consequences for any Contract Owners. Separate Account Consolidation Effective January 1, 2005, and in connection with the Merger, Glenbrook Life Multi-Manager Variable Account and Glenbrook Life and Annuity Company Separate Account A combined with and into the Allstate Financial Advisors Separate Account I ("Allstate Separate Account I"), and consolidated duplicative Variable Sub-Accounts that invest in the same Portfolio (the "Consolidation"). The accumulation unit values for the Variable Sub-Accounts in which you invest did not change as a result of the Consolidation, and your Contract Value immediately after the Consolidation was the same as the value immediately before the Consolidation. As a result of the Merger and Consolidation, your prospectus is amended as follows: Replace all references to "Glenbrook" with "Allstate Life." Replace all references to "Glenbrook Life Multi-Manager Variable Account" with "Allstate Financial Advisors Separate Account I." All references to "We," "Us," or "our" shall mean "Allstate Life." All references to "the Variable Account" shall mean "Allstate Financial Advisors Separate Account I." Page 14: Under the heading "Financial Information" replace the last two sentences of the second paragraph with: The financial statements of Allstate Life and Allstate Financial Advisors Separate Account I, which includes financial information giving effect to the separate account Consolidation on a pro forma basis, also appear in the Statement of Additional Information. For a free copy of the Statement of Additional Information, please write or call us at 1-800- 755-5275. Page 22, under the heading Market Timing and Excessive Trading, at the end of the second paragraph insert the following sentence: MARKET TIMING & EXCESSIVE TRADING The Contracts are intended for long-term investment. Market timing and excessive trading can potentially dilute the value of Variable Sub-Accounts and can disrupt management of a Portfolio and raise its expenses, which can impair Portfolio performance. Our policy is not to accept knowingly any money intended for the purpose of market timing or excessive trading. Accordingly, you should not invest in the Contract if your purpose is to engage in market timing or excessive trading, and you should refrain from such practices if you currently own a Contract. We seek to detect market timing or excessive trading activity by reviewing trading activities. Portfolios also may report suspected market-timing or excessive trading activity to us. If, in our judgment, we determine that the transfers are part of a market timing strategy or are otherwise harmful to the underlying Portfolio, we will impose the trading limitations as described below under "Trading Limitations." Because there is no universally accepted definition of what constitutes market timing or excessive trading, we will use our reasonable judgment based on all of the circumstances. While we seek to deter market timing and excessive trading in Variable Sub-Accounts, not all market timing or excessive trading is identifiable or preventable. Imposition of trading limitations is triggered by the detection of market timing or excessive trading activity, and the trading limitations are not applied prior to detection of such trading activity. Therefore, our policies and procedures do not prevent such trading activity before it first occurs. To the extent that such trading activity occurs prior to detection and the imposition of trading restrictions, the portfolio may experience the adverse effects of market timing and excessive trading described above. TRADING LIMITATIONS We reserve the right to limit transfers among the investment alternatives in any Contract year, or to refuse any transfer request, if: .. we believe, in our sole discretion, that certain trading practices, such as excessive trading, by, or on behalf of, one or more Contract Owners, or a specific transfer request or group of transfer requests, may have a detrimental effect on the Accumulation Unit Values of any Variable Sub-Account or on the share prices of the corresponding Portfolio or otherwise would be to the disadvantage of other Contract Owners; or .. we are informed by one or more of the Portfolios that they intend to restrict the purchase, exchange, or redemption of Portfolio shares because of excessive trading or because they believe that a specific transfer or group of transfers would have a detrimental effect on the prices of Portfolio shares. In making the determination that trading activity constitutes market timing or excessive trading, we will consider, among other things: .. the total dollar amount being transferred, both in the aggregate and in the transfer request; .. the number of transfers you make over a period of time and/or the period of time between transfers (note: one set of transfers to and from a sub-account in a short period of time can constitute market timing); .. whether your transfers follow a pattern that appears designed to take advantage of short term market fluctuations, particularly within certain Sub-account underlying portfolios that we have identified as being susceptible to market timing activities; .. whether the manager of the underlying portfolio has indicated that the transfers interfere with portfolio management or otherwise adversely impact the portfolio; and .. the investment objectives and/or size of the Sub-account underlying portfolio. If we determine that a contract owner has engaged in market timing or excessive trading activity, we will restrict that contract owner from making future additions or transfers into the impacted Sub-account(s). If we determine that a contract owner has engaged in a pattern of market timing or excessive trading activity involving multiple Sub-accounts, we will also require that all future transfer requests be submitted through regular U.S. mail thereby refusing to accept transfer requests via telephone, facsimile, Internet, or overnight delivery. Any Sub-account or transfer restrictions will be uniformly applied. In our sole discretion, we may revise our Trading Limitations at any time as necessary to better deter or minimize market timing and excessive trading or to comply with regulatory requirements. Pages 38: Under the heading "More Information," replace the sections entitled "Glenbrook" and "The Variable Account" with the following: ALLSTATE LIFE Allstate Life is the issuer of the Contract. Allstate Life was organized in 1957 is a stock life insurance company under the laws of the state of Illinois. Prior to January 1, 2005, Glenbrook Life and Annuity Company ("Glenbrook") issued the Contract. Effective January 1, 2005, Glenbrook merged with Allstate Life ("Merger"). On the date of the Merger, Allstate Life acquired from Glenbrook all of Glenbrook's assets and became directly liable for Glenbrook's liabilities and obligations with respect to all contracts issued by Glenbrook. Allstate Life is a wholly owned subsidiary of Allstate Insurance Company, a stock property-liability insurance company organized under the laws of the state of Illinois. All of the capital stock issued and outstanding of Allstate Insurance Company is owned by The Allstate Corporation. Allstate Life is licensed to operate in the District of Columbia, Puerto Rico, and all jurisdictions except the state of New York. We intend to offer the Contract in those jurisdictions in which we are licensed. Our home office is located at 3100 Sanders Road, Northbrook, Illinois 60062. THE VARIABLE ACCOUNT Allstate Life established the Allstate Financial Advisors Separate Account I in 1999. The Contracts were previously issued through the Glenbrook Life Multi-Manager Variable Account. Effective January 1, 2005, Glenbrook Life Multi-Manager Variable Account and Glenbrook Life and Annuity Company Separate Account A combined with Allstate Financial Advisors Separate Account I and consolidated duplicative Variable Sub-Accounts that invest in the same Portfolio (the "Consolidation"). The Accumulation Unit Values for the Variable Sub-Accounts in which you invest did not change as a result of the Consolidation, and your Contract Value immediately after the Consolidation was the same as the value immediately before the Consolidation. We have registered the Variable Account with the SEC as a unit investment trust. The SEC does not supervise the management of the Variable Account or Allstate Life. We own the assets of the Variable Account. The Variable Account is a segregated asset account under Illinois insurance law. That means we account for the Variable Account's income, gains, and losses separately from the results of our other operations. It also means that only the assets of the Variable Account that are in excess of the reserves and other Contract liabilities with respect to the Variable Account are subject to liabilities relating to our other operations. Our obligations arising under the Contracts are general corporate obligations of Allstate Life. The Variable Account consists of multiple Variable Sub-Accounts, each of which are available under the Contract. We may add new Variable Sub-Accounts or eliminate one or more of them, if we believe marketing, tax, or investment conditions so warrant. We do not guarantee the investment performance of the Variable Account, its Sub-Accounts or the Portfolios. We may use the Variable Account to fund our other annuity contracts. We will account separately for each type of annuity contract funded by the Variable Account.

THE ALLSTATE/(R)// /PROVIDER VARIABLE ANNUITY SERIES ALLSTATE LIFE INSURANCE COMPANY CUSTOMER SERVICE: STREET ADDRESS: 2940 S. 84TH STREET, LINCOLN, NE 68506-4142 MAILING ADDRESS: P.O. BOX 80469, LINCOLN, NE 68501-0469 TELEPHONE NUMBER: 1-800-755-5275 PROSPECTUS DATED JANUARY 3, 2005 ------------------------------------------------------------------------------- Allstate Life Insurance Company("ALLSTATE", "ALLSTATE LIFE" "WE", OR "US") has issued the following group and individual flexible premium deferred variable annuity contracts (each, a "Contract"): .. The Allstate/(R)/ Provider Advantage Variable Annuity .. The Allstate/(R)/ Provider Ultra Variable Annuity This prospectus contains information about each Contract that you should know before investing. Please keep it for future reference. Not all Contracts may be available in all states or through your sales representative. Please check with your sales representative for details. The Contracts are no longer being offered for new sales. If you have already purchased the Contracts, you may continue to make additional purchase payments according to your Contracts. Each Contract currently offers 42 investment alternatives ("INVESTMENT ALTERNATIVES"). The investment alternatives include 3 fixed account options ("FIXED ACCOUNT OPTIONS") and 39 variable sub-accounts ("VARIABLE SUB-ACCOUNTS") of the Allstate Financial Advisors Separate Account I("VARIABLE ACCOUNT"). Each Variable Sub-Account invests exclusively in shares of the portfolios ("PORTFOLIOS") of the following underlying funds ("FUNDS"): AIM VARIABLE INSURANCE FUNDS (SERIES I) MFS/(R)/ VARIABLE INSURANCE TRUST/SM/ (SERVICE CLASS) FEDERATED INSURANCE SERIES OPPENHEIMER VARIABLE ACCOUNT FUNDS FIDELITY/(R)/ VARIABLE INSURANCE PRODUCTS (SERVICE PUTNAM VARIABLE TRUST (CLASS IB) CLASS 2) FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST STI CLASSIC VARIABLE TRUST (CLASS 2) Each Fund has multiple Portfolios. Not all of the Funds and/or Portfolios, however, may be available with your Contract. You should check with your representative for further information on the availability of Funds and/or Portfolios. Your annuity application will list all available Portfolios. Allstate has filed a Statement of Additional Information, dated January 3, 2005, with the Securities and Exchange Commission ("SEC"). It contains more information about the Contract and is incorporated herein by reference, which means it is legally a part of this prospectus. Its table of contents appears on page 66 of this prospectus. For a free copy, please write or call us at the address or telephone number above, or go to the SEC's Web site (http://www.sec.gov). You can find other information and documents about us, including documents that are legally part of this prospectus, at the SEC's Web site. THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THE SECURITIES DESCRIBED IN THIS PROSPECTUS, NOR HAS IT PASSED ON THE ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A FEDERAL CRIME. IMPORTANT THE CONTRACTS MAY BE DISTRIBUTED THROUGH BROKER-DEALERS THAT HAVE RELATIONSHIPS WITH BANKS OR NOTICES OTHER FINANCIAL INSTITUTIONS OR BY EMPLOYEES OF SUCH BANKS. HOWEVER, THE CONTRACTS ARE NOT DEPOSITS, OR OBLIGATIONS OF, OR GUARANTEED BY SUCH INSTITUTIONS OR ANY FEDERAL REGULATORY AGENCY. INVESTMENT IN THE CONTRACTS INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE CONTRACTS ARE NOT FDIC INSURED. 1 PROSPECTUS

TABLE OF CONTENTS - -------------------------------------------------------------------------------- PAGE - -------------------------------------------------------------------------------- OVERVIEW - -------------------------------------------------------------------------------- Important Terms 3 - -------------------------------------------------------------------------------- Overview of Contracts 4 - -------------------------------------------------------------------------------- The Contract At a Glance 5 - -------------------------------------------------------------------------------- How the Contract Works 8 - -------------------------------------------------------------------------------- Expense Table 9 - -------------------------------------------------------------------------------- Financial Information 12 - -------------------------------------------------------------------------------- CONTRACT FEATURES - -------------------------------------------------------------------------------- The Contract 13 - -------------------------------------------------------------------------------- Purchases 15 - -------------------------------------------------------------------------------- Contract Value 16 - -------------------------------------------------------------------------------- INVESTMENT ALTERNATIVES - -------------------------------------------------------------------------------- The Variable Sub-Accounts 17 - -------------------------------------------------------------------------------- The Fixed Account Options 19 - -------------------------------------------------------------------------------- Transfers 22 - -------------------------------------------------------------------------------- Expenses 24 - -------------------------------------------------------------------------------- Access To Your Money 26 - -------------------------------------------------------------------------------- Income Payments 27 - -------------------------------------------------------------------------------- Death Benefits 30 - -------------------------------------------------------------------------------- PAGE - -------------------------------------------------------------------------------- OTHER INFORMATION - -------------------------------------------------------------------------------- More Information 35 - -------------------------------------------------------------------------------- Allstate Life 35 - -------------------------------------------------------------------------------- The Variable Account 35 - -------------------------------------------------------------------------------- The Portfolios 35 - -------------------------------------------------------------------------------- The Contract 36 - -------------------------------------------------------------------------------- Non-Qualified Annuities Held Within a Qualified Plan 37 - -------------------------------------------------------------------------------- Legal Matters 37 - -------------------------------------------------------------------------------- Taxes 38 - -------------------------------------------------------------------------------- Taxation of Variable Annuities in General 38 - -------------------------------------------------------------------------------- Income Tax Withholding 40 - -------------------------------------------------------------------------------- Tax Qualified Contracts 41 - -------------------------------------------------------------------------------- Annual Reports and Other Documents 44 - -------------------------------------------------------------------------------- APPENDIX A - ACCUMULATION UNIT VALUES 45 - -------------------------------------------------------------------------------- APPENDIX B - MARKET VALUE ADJUSTMENT EXAMPLES 61 - -------------------------------------------------------------------------------- APPENDIX C - CALCULATION OF ENHANCED EARNINGS DEATH BENEFIT AMOUNT 64 - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS 66 - -------------------------------------------------------------------------------- 2 PROSPECTUS

IMPORTANT TERMS - -------------------------------------------------------------------------------- This prospectus uses a number of important terms that you may not be familiar with. The index below identifies the page that describes each term. The first use of each term in this prospectus appears in highlights. PAGE - -------------------------------------------------------------------------------- ACCUMULATION PHASE 8 - -------------------------------------------------------------------------------- ACCUMULATION UNIT 12 - -------------------------------------------------------------------------------- ACCUMULATION UNIT VALUE 12 - -------------------------------------------------------------------------------- ANNIVERSARY VALUES 31 - -------------------------------------------------------------------------------- ANNUITANT 13 - -------------------------------------------------------------------------------- AUTOMATIC ADDITIONS PLAN 15 - -------------------------------------------------------------------------------- AUTOMATIC PORTFOLIO REBALANCING PROGRAM 23 - -------------------------------------------------------------------------------- BENEFICIARY 13 - -------------------------------------------------------------------------------- CANCELLATION PERIOD 5 - -------------------------------------------------------------------------------- CONTINGENT BENEFICIARY 13 - -------------------------------------------------------------------------------- CONTRACT* 13 - -------------------------------------------------------------------------------- CONTRACT ANNIVERSARY 5 - -------------------------------------------------------------------------------- CONTRACT OWNER ("YOU") 13 - -------------------------------------------------------------------------------- CONTRACT VALUE 5 - -------------------------------------------------------------------------------- CONTRACT YEAR 5 - -------------------------------------------------------------------------------- DEATH BENEFIT ANNIVERSARY 30 - -------------------------------------------------------------------------------- DEATH BENEFIT EARNINGS 33 - -------------------------------------------------------------------------------- DOLLAR COST AVERAGING PROGRAM 23 - -------------------------------------------------------------------------------- DUE PROOF OF DEATH 30 - -------------------------------------------------------------------------------- ENHANCED EARNINGS DEATH BENEFIT RIDER 32 - -------------------------------------------------------------------------------- ENHANCED DEATH BENEFIT RIDER 30 - -------------------------------------------------------------------------------- EXCESS-OF-EARNINGS WITHDRAWAL 33 - -------------------------------------------------------------------------------- FIXED ACCOUNT OPTIONS 19 - -------------------------------------------------------------------------------- FREE WITHDRAWAL AMOUNT 25 - -------------------------------------------------------------------------------- FUNDS 1 - -------------------------------------------------------------------------------- Allstate ("WE" OR "US") 1 - -------------------------------------------------------------------------------- PAGE - -------------------------------------------------------------------------------- GUARANTEE PERIODS 20 - -------------------------------------------------------------------------------- GUARANTEED INCOME BENEFIT 29 - -------------------------------------------------------------------------------- GUARANTEED MATURITY FIXED ACCOUNT 20 - -------------------------------------------------------------------------------- INCOME BASE 29 - -------------------------------------------------------------------------------- INCOME BENEFIT RIDER 29 - -------------------------------------------------------------------------------- INCOME PLANS 27 - -------------------------------------------------------------------------------- IN-FORCE EARNINGS 32 - -------------------------------------------------------------------------------- IN-FORCE PREMIUM 32 - -------------------------------------------------------------------------------- INVESTMENT ALTERNATIVES 1 - -------------------------------------------------------------------------------- ISSUE DATE 8 - -------------------------------------------------------------------------------- MARKET VALUE ADJUSTMENT 21 - -------------------------------------------------------------------------------- PAYOUT PHASE 8 - -------------------------------------------------------------------------------- PAYOUT START DATE 27 - -------------------------------------------------------------------------------- PORTFOLIOS 1 - -------------------------------------------------------------------------------- PRIMARY BENEFICIARY 13 - -------------------------------------------------------------------------------- QUALIFIED CONTRACTS 5 - -------------------------------------------------------------------------------- RIDER APPLICATION DATE 5 - -------------------------------------------------------------------------------- RIDER DATE 29 - -------------------------------------------------------------------------------- SEC 1 - -------------------------------------------------------------------------------- SETTLEMENT VALUE 30 - -------------------------------------------------------------------------------- SYSTEMATIC WITHDRAWAL PROGRAM 27 - -------------------------------------------------------------------------------- VALUATION DATE 15 - -------------------------------------------------------------------------------- VARIABLE ACCOUNT 1 - -------------------------------------------------------------------------------- VARIABLE SUB-ACCOUNT 1 - -------------------------------------------------------------------------------- *In certain states the Contract is available only as a group Contract. If you purchase a group Contract, we will issue you a certificate that represents your ownership and that summarizes the provisions of the group Contract. References to "Contract" in this prospectus include certificates, unless the context requires otherwise. References to "Contract" also include both Contracts listed on the cover page of this prospectus, unless otherwise noted. However, we administer each Contract separately. 3 PROSPECTUS

OVERVIEW OF CONTRACTS - -------------------------------------------------------------------------------- The Contracts offer many of the same basic features and benefits. They differ primarily with respect to the charges imposed, as follows: .. The ALLSTATE PROVIDER ADVANTAGE CONTRACT has a mortality and expense risk charge of 1.45%, and no withdrawal charge. .. The ALLSTATE PROVIDER ULTRA CONTRACT has a mortality and expense risk charge of 1.25%, and a withdrawal charge of up to 7% with a 7 year withdrawal charge period (and an annual Free Withdrawal Amount). Other differences between the Contracts relate to the effect of changing Annuitants under the Income Benefit Rider *, the spousal continuation provision of the Enhanced Death Benefit and Enhanced Earnings Death Benefit Riders, and the calculation of the Enhanced Earnings Death Benefit. *We discontinued offering the Income Benefit Rider as of January 1, 2004. 4 PROSPECTUS

THE CONTRACT AT A GLANCE - -------------------------------------------------------------------------------- The following is a snapshot of the Contract. Please read the remainder of this prospectus for more information. FLEXIBLE PAYMENTS You can purchase a Contract with as little as $5,000 ($2,000 for Contracts issued within an IRA or TSA). You can add to your Contract as often and as much as you like, but each payment must be at least $50. - ------------------------------------------------------------------------------- RIGHT TO CANCEL You may cancel your Contract within 20 days of receipt or any longer period as your state may require ("CANCELLATION PERIOD"). Upon cancellation, we will return your purchase payments adjusted, to the extent federal or state law permits, to reflect the investment experience of any amounts allocated to the Variable Account, including the deduction of mortality and expense risk charges and administrative expense charges. - ------------------------------------------------------------------------------- EXPENSES You will bear the following expenses: ALLSTATE PROVIDER ADVANTAGE CONTRACTS ------------------------------------- .Total Variable Account annual fees equal to 1.55% of average daily net assets (1.80% if you select the ENHANCED DEATH BENEFIT RIDER or the INCOME BENEFIT RIDER;* and 2.05% if you select both the Enhanced Death Benefit and the Income Benefit Riders). ALLSTATE PROVIDER ULTRA CONTRACTS --------------------------------- .Total Variable Account annual fees equal to 1.35% of average daily net assets (1.60% if you select the Enhanced Death Benefits Rider or the Income Benefit Rider;* and 1.85% if you select both the Enhanced Death Benefit and the Income Benefit Riders). .Withdrawal charges ranging from 0% to 7% of purchase payments withdrawn (with certain exceptions). BOTH CONTRACTS -------------- . If you select the ENHANCED EARNINGS DEATH BENEFIT RIDER, you would pay an additional annual fee of up to 0.35% (depending on the oldest Contract owner's age as of the date we receive the completed application or a written request to add the Rider, whichever is later ("RIDER APPLICATION DATE") of the CONTRACT VALUE on each Contract anniversary ("CONTRACT ANNIVERSARY"). For more information about Variable Account expenses, see "EXPENSES" below. .Annual contract maintenance charge of $35 (with certain exceptions) .Transfer fee of $10 after 12th transfer in any CONTRACT YEAR (fee currently waived) . State premium tax (if your state imposes one). In addition, each Portfolio pays expenses that you will bear indirectly if you invest in a Variable Sub-Account. *We discontinued offering the Income Benefit Rider as of January 1, 2004. Fees shown apply to Contract Owners who selected the Rider prior to January 1, 2004. - ------------------------------------------------------------------------------- 5 PROSPECTUS

INVESTMENT The Contract offers 42 investment alternatives ALTERNATIVES including: .3 Fixed Account Options (which credit interest at rates we guarantee) .39 Variable Sub-Accounts investing in Portfolios offering professional money management by these investment advisers: . A I M Advisors, Inc. . Federated Investment Management Company . Fidelity Management & Research Company . Franklin Advisers, Inc. . MFS/TM/ Investment Management . OppenheimerFunds, Inc. . Putnam Investment Management, LLC . Templeton Global Advisors Limited . Trusco Capital Management, Inc. To find out current rates being paid on the Fixed Account Options or how the Variable Sub-Accounts have performed, call us at 1-800-755-5275. - ------------------------------------------------------------------------------- SPECIAL SERVICES For your convenience, we offer these special services: . AUTOMATIC PORTFOLIO REBALANCING PROGRAM . AUTOMATIC ADDITIONS PROGRAM . DOLLAR COST AVERAGING PROGRAM . SYSTEMATIC WITHDRAWAL PROGRAM - ------------------------------------------------------------------------------- INCOME PAYMENTS You can choose fixed income payments, variable income payments, or a combination of the two. You can receive your income payments in one of the following ways: . life income with guaranteed payments .a "joint and survivor" life income with guaranteed payments .guaranteed payments for a specified period (5 to 30 years) Prior to January 1, 2004, we offered an Income Benefit Rider. - ------------------------------------------------------------------------------- DEATH BENEFIT If you or the ANNUITANT (if the Contract is owned by a non-living person) die before the PAYOUT START DATE, we will pay the death benefit described in the Contract. We also offer an Enhanced Death Benefit Rider and Enhanced Earnings Death Benefit Rider. 6 PROSPECTUS

- ------------------------------------------------------------------------------- TRANSFERS Before the Payout Start Date, you may transfer your Contract Value among the investment alternatives, with certain restrictions. We do not currently impose a fee upon transfers. However, we reserve the right to charge $10 per transfer after the 12th transfer in each "CONTRACT YEAR", which we measure from the date we issue your Contract or a Contract Anniversary. - ------------------------------------------------------------------------------- WITHDRAWALS You may withdraw some or all of your Contract Value at any time prior to the Payout Start Date. In general, you must withdraw at least $50 at a time. Full or partial withdrawals are available under limited circumstances on or after the Payout Start Date. Withdrawals taken prior to annuitization (referred to in this prospectus as the Payout Phase) are generally considered to come from the earnings in the Contract first. If the Contract is tax-qualified, generally all withdrawals are treated as distributions of earnings. Withdrawals of earnings are taxed as ordinary income and, if taken prior to age 59 1/2, may be subject to an additional 10% federal tax penalty. A withdrawal charge (ALLSTATE PROVIDER ULTRA CONTRACTS only) and a MARKET VALUE ADJUSTMENT also may apply. - ------------------------------------------------------------------------------- 7 PROSPECTUS

HOW THE CONTRACT WORKS - -------------------------------------------------------------------------------- The Contract basically works in two ways. First, the Contract can help you (we assume you are the CONTRACT OWNER) save for retirement because you can invest in up to 42 investment alternatives and generally pay no federal income taxes on any earnings until you withdraw them. You do this during what we call the "ACCUMULATION PHASE" of the Contract. The Accumulation Phase begins on the date we issue your Contract (we call that date the "ISSUE DATE") and continues until the Payout Start Date, which is the date we apply your money to provide income payments. During the Accumulation Phase, you may allocate your purchase payments to any combination of the Variable Sub-Accounts and/or Fixed Account Options. If you invest in any of the three Fixed Account Options, you will earn a fixed rate of interest that we declare periodically. If you invest in any of the Variable Sub-Accounts, your investment return will vary up or down depending on the performance of the corresponding Portfolios. Second, the Contract can help you plan for retirement because you can use it to receive retirement income for life and/ or for a pre-set number of years, by selecting one of the income payment options (we call these "INCOME PLANS") described on page 27. You receive income payments during what we call the "PAYOUT PHASE" of the Contract, which begins on the Payout Start Date and continues until we make the last payment required by the Income Plan you select. During the Payout Phase, if you select a fixed income payment option, we guarantee the amount of your payments, which will remain fixed. If you select a variable income payment option, based on one or more of the Variable Sub-Accounts, the amount of your payments will vary up or down depending on the performance of the corresponding Portfolios. The amount of money you accumulate under your Contract during the Accumulation Phase and apply to an Income Plan will determine the amount of your income payments during the Payout Phase. The timeline below illustrates how you might use your Contract. Issue Payout Start Date Accumulation Phase Date Payout Phase - ------------------------------------------------------------------------------------------------------------> You buy You save for retirement You elect to receive You can receive Or you can receive a Contract income payments or income payments income payments receive a lump sum for a set period for life payment As the Contract Owner, you exercise all of the rights and privileges provided by the Contract. If you die, any surviving Contract Owner or, if none, the BENEFICIARY will exercise the rights and privileges provided by the Contract. See "The Contract." In addition, if you die before the Payout Start Date, we will pay a death benefit to any surviving Contract Owner, or if there is none, to your Beneficiary. See "Death Benefits." Please call us at 1-800-755-5275 if you have any questions about how the Contract works. 8 PROSPECTUS

Age Annual Charge - ------------------------------------------------------------------------------- 56-65 0.20% - ------------------------------------------------------------------------------- 66-75 0.35% - ------------------------------------------------------------------------------- We will deduct this charge from your Contract Value in the Variable Account on a pro rata basis. If the Contract Value in the Variable Account is not sufficient to cover the charge, we will deduct the remaining charge from the fixed Guaranteed Periods, beginning with the oldest fixed Guaranteed Period (see "Expenses" on page 24 for additional information). Fixed Guarantee Periods may not be available in all states. ANNUAL PORTFOLIO EXPENSES The next table shows the minimum and maximum total operating expenses charged by the Portfolios that you may pay periodically during the time that you own the Contract. These are expenses that are deducted from Portfolio assets, and may include management fees, distribution and/or services (12b-1) fees, and other expenses. Advisers and/or other service providers of certain Portfolios may have agreed to waive their fees and/or reimburse Portfolio expenses in order to keep the Portfolios' expenses below specified limits. In some cases these expense limitations are contractual. In other cases, these expense limitations are voluntary and may be terminated at any time. More detail concerning each Portfolio's fees and expenses appears in the prospectus for each Portfolio. ANNUAL PORTFOLIO EXPENSES - -------------------------------------------------------------------------------- Minimum Maximum - -------------------------------------------------------------------------------- Total Annual Portfolio 0.60% 3.91% Operating Expenses/1/ - ---------------------------------------------------------------------------------- (1) Expenses are shown as a percentage of Portfolio average daily net assets (before any waiver or reimbursement) as of December 31, 2003. THE FOLLOWING EXAMPLES ARE INTENDED TO HELP YOU COMPARE THE COST OF INVESTING IN THE CONTRACT WITH THE COST OF INVESTING IN OTHER VARIABLE ANNUITY CONTRACTS. THESE COSTS INCLUDE CONTRACT OWNER TRANSACTION EXPENSES, CONTRACT FEES, VARIABLE ACCOUNT ANNUAL EXPENSES, AND PORTFOLIO FEES AND EXPENSES. IN EACH CASE, THE FIRST LINE OF THE EXAMPLE ASSUMES THAT THE MAXIMUM FEES AND EXPENSES OF ANY OF THE PORTFOLIOS ARE CHARGED. THE SECOND LINE OF THE EXAMPLE ASSUMES THAT THE MINIMUM FEES AND EXPENSES OF ANY OF THE PORTFOLIOS ARE CHARGED. YOUR ACTUAL EXPENSES MAY BE HIGHER OR LOWER THAN THOSE SHOWN BELOW. EXAMPLE 1 (ALLSTATE PROVIDER ADVANTAGE CONTRACTS) The example below shows the dollar amount of expenses that you would bear directly or indirectly if you: .. invested $10,000 in the Contract for the time periods indicated, .. earned a 5% annual return on your investment, .. elected the Enhanced Death Benefit and Income Benefit Riders, and .. elected the Enhanced Earnings Death Benefit Rider (assuming Contract owner is age 66-75 on the Rider Application Date). THE EXAMPLE DOES NOT INCLUDE ANY TAXES OR TAX PENALTIES YOU MAY BE REQUIRED TO PAY IF YOU SURRENDER YOUR CONTRACT. 1 Year 3 Years 5 Years 10 Years - --------------------------------------------------------------------------------------------------- Costs Based on Maximum Annual $682 $2,020 $3,320 $6,418 Portfolio Expenses - --------------------------------------------------------------------------------------------------- Costs Based on Minimum Annual $343 $1,048 $1,779 $3,725 Portfolio Expenses - --------------------------------------------------------------------------------------------------- PLEASE REMEMBER THAT YOU ARE LOOKING AT EXAMPLES AND NOT A REPRESENTATION OF PAST OR FUTURE EXPENSES. YOUR RATE OF RETURN MAY BE HIGHER OR LOWER THAN 5%, WHICH IS NOT GUARANTEED. THE EXAMPLES DO NOT ASSUME THAT ANY PORTFOLIO EXPENSE WAIVERS OR REIMBURSEMENT ARRANGEMENTS ARE IN EFFECT FOR THE PERIODS PRESENTED. THE ABOVE EXAMPLES ASSUME THE ELECTION OF THE ENHANCED DEATH BENEFIT AND INCOME BENEFIT RIDERS WITH A TOTAL MORTALITY AND EXPENSE RISK CHARGE OF 1.95% FOR ALLSTATE PROVIDER ADVANTAGE CONTRACTS AND THE ENHANCED EARNINGS DEATH BENEFIT RIDER WITH AN ANNUAL FEE OF 0.35%. IF THOSE RIDERS WERE NOT ELECTED, THE EXPENSE FIGURES SHOWN ABOVE WOULD BE SLIGHTLY LOWER. THE EXAMPLES REFLECT THE DEDUCTION OF THE ANNUAL CONTRACT MAINTENANCE CHARGE OF $35. 10 PROSPECTUS

EXAMPLE 2 (ALLSTATE PROVIDER ULTRA CONTRACTS) The Example below shows the dollar amount of expenses that you would bear directly or indirectly if you: .. invested $10,000 in the Contract for the time periods indicated, .. earned a 5% annual return on your investment, .. surrendered your Contract, or you began receiving income payments for a specified period of less than 120 months, at the end of each time period, .. elected the Enhanced Death Benefit and Income Benefit Riders, and .. elected the Enhanced Earnings Death Benefit Rider (assuming Contract owner is age 66-75 on the Rider Application Date). THE EXAMPLE DOES NOT INCLUDE ANY TAXES OR TAX PENALTIES YOU MAY BE REQUIRED TO PAY IF YOU SURRENDER YOUR CONTRACT. 1 Year 3 Years 5 Years 10 Years - --------------------------------------------------------------------------------------------------- Costs Based on Maximum Annual $1,172 $2,388 $3,573 $6,280 Portfolio Expenses - --------------------------------------------------------------------------------------------------- Costs Based on Minimum Annual $ 833 $1,412 $2,018 $3,530 Portfolio Expenses - --------------------------------------------------------------------------------------------------- EXAMPLE 3 (ALLSTATE PROVIDER ULTRA CONTRACTS) This example uses the same assumptions as Example 2 above, except that it assumes you decided not to surrender your Contract, or you began receiving income payments for a specified period of at least 120 months, at the end of the time period. 1 Year 3 Years 5 Years 10 Years - ---------------------------------------------------------------------------------------- Costs Based on Maximum Annual Portfolio $662 $1,963 $3,233 $6,280 Expenses - ---------------------------------------------------------------------------------------- Costs Based on Minimum Annual Portfolio $323 $ 987 $1,678 $3,530 Expenses - ---------------------------------------------------------------------------------------- PLEASE REMEMBER THAT YOU ARE LOOKING AT EXAMPLES AND NOT A REPRESENTATION OF PAST OR FUTURE EXPENSES. YOUR RATE OF RETURN MAY BE HIGHER OR LOWER THAN 5%, WHICH IS NOT GUARANTEED. THE EXAMPLES DO NOT ASSUME THAT ANY PORTFOLIO EXPENSE WAIVER OR REIMBURSEMENT ARRANGEMENTS ARE IN EFFECT FOR THE PERIODS PRESENTED. THE ABOVE EXAMPLES ASSUME THE ELECTION OF THE ENHANCED DEATH BENEFIT AND INCOME BENEFIT RIDERS WITH A TOTAL MORTALITY AND EXPENSE RISK CHARGE OF 1.75% FOR ALLSTATE PROVIDER ULTRA CONTRACTS AND THE ENHANCED EARNINGS DEATH BENEFIT RIDER WITH AN ANNUAL FEE OF 0.35%. IF THOSE RIDERS WERE NOT ELECTED, THE EXPENSE FIGURES SHOWN ABOVE WOULD BE SLIGHTLY LOWER. THE EXAMPLES REFLECT THE DEDUCTION OF THE ANNUAL CONTRACT MAINTENANCE CHARGE OF $35. 11 PROSPECTUS

THE CONTRACT - -------------------------------------------------------------------------------- CONTRACT OWNER Each Contract is an agreement between you, the Contract Owner, and Allstate, a life insurance company. As the Contract Owner, you may exercise all of the rights and privileges provided to you by the Contract. That means it is up to you to select or change (to the extent permitted): .. the investment alternatives during the Accumulation and Payout Phases, .. the amount and timing of your purchase payments and withdrawals, .. the programs you want to use to invest or withdraw money, .. the income payment plan you want to use to receive retirement income, .. the Annuitant (either yourself or someone else) on whose life the income payments will be based, .. the Beneficiary or Beneficiaries who will receive the benefits that the Contract provides when the last surviving Contract owner dies, and .. any other rights that the Contract provides. If you die, any surviving Contract owner, or, if none, the Beneficiary may exercise the rights and privileges provided to them by the Contract. The Contract cannot be jointly owned by both a non-living person and a living person. If the Contract Owner is a grantor trust, the Contract Owner will be considered a non-living person for purposes of this section and the Death Benefits section.The maximum age of the oldest Contract Owner cannot exceed 90 as of the date we receive the completed application. You may change the Contract owner at any time. We will provide a change of ownership form to be signed by you and filed with us. After we accept the form, the change of ownership will be effective as of the date you signed the form. Until we receive your written notice to change the Contract owner, we are entitled to rely on the most recent ownership information in our files. We will not be liable as to any payment or settlement made prior to receiving the written notice. Accordingly, if you wish to change the Contract owner, you should deliver your written notice to us promptly. Each change is subject to any payment made by us or any other action we take before we accept the change. Changing ownership of this contract may cause adverse tax consequences and may not be allowed under qualified plans. Please consult with a competent tax advisor prior to making a request for a change of Contract Owner. The Contract can also be purchased as an IRA or TSA (also known as a 403(b)). The endorsements required to qualify these annuities under the Internal Revenue Code of 1986, as amended, ("Code") may limit or modify your rights and privileges under the Contract. ANNUITANT The Annuitant is the individual whose life determines the amount and duration of income payments (other than under Income Plans with guaranteed payments for a specified period). You initially designate an Annuitant in your application. You may change the Annuitant at any time prior to the Payout Start Date (only if the Contract owner is a living person). Once we accept a change, it takes effect as of the date you signed the request. Each change is subject to any payment we make or other action we take before we accept it. You may designate a joint Annuitant, who is a second person on whose life income payments depend. We permit you to name a joint Annuitant when you elect an Income Plan. If the Annuitant dies prior to the Payout Start Date, the new Annuitant will be: (i) the youngest Contract owner; otherwise, (ii) the youngest Beneficiary. The maximum age of any Annuitant on the date we receive the completed application for each Contract is as follows: .. 90 - Allstate Provider Advantage .. 90 - Allstate Provider Ultra BENEFICIARY You may name one or more primary and contingent Beneficiaries when you apply for a Contract. The primary Beneficiary is the person who may elect to receive the death benefit or become the new Contract Owner pursuant to the Contract if the sole surviving Contract Owner dies before the Payout Start Date. If the sole surviving Contract owner dies after the Payout Start Date, the primary Beneficiary will receive any guaranteed income payments scheduled to continue. A contingent Beneficiary is the person selected by the Contract Owner who will exercise the rights of the primary Beneficiary if all named primary Beneficiaries die before the death of the sole surviving Contract Owner. You may change or add Beneficiaries at any time, unless you have designated an irrevocable Beneficiary. We will provide a change of Beneficiary form to be signed by you and filed with us. After we accept the form, the change of Beneficiary will be effective as of the date you signed the form. Until we receive your written notice to change a Beneficiary, we are entitled to rely on the most recent Beneficiary information in our files. Accordingly, if you wish to change your Beneficiary, you should deliver your written notice to us promptly. Each beneficiary change is 13 PROSPECTUS

subject to any payment made by us or any other action we take before we accept the change. If you did not name a Beneficiary or, unless otherwise provided in the Beneficiary designation, if a named Beneficiary is no longer living and there are no other surviving primary or contingent Beneficiaries the new Beneficiary will be: .. your spouse or, if he or she is no longer alive, .. your surviving children equally, or if you have no surviving children, .. your estate. If one or more Beneficiaries survive you, we will divide the death benefit among the surviving Beneficiaries according to your most recent written instructions. If you have not given us written instructions, we will pay the death benefit in equal amounts to the surviving Beneficiaries. If there is more than one Beneficiary in a class and one of the Beneficiaries predeceases the Owner, the remaining Beneficiaries in that class will divide the deceased Beneficiary share in proportion to the original share of the remaining Beneficiaries. If there is more than one Beneficiary taking shares of the death proceeds, each Beneficiary will be treated as a separate and independent owner of his or her respective share of the death proceeds. Each Beneficiary will exercise all rights related to his or her share of the death proceeds, including the sole right to select a payout option, subject to any restrictions previously placed upon the Beneficiary. Each Beneficiary may designate a Beneficiary(ies) for his or her respective share, but that designated Beneficiary(ies) will be restricted to the payout option chosen by the original Beneficiary. If there is more than one Beneficiary and one of the Beneficiaries is a corporation or other type of non-living person, all Beneficiaries will be considered to be non-living persons for the above purposes. MODIFICATION OF THE CONTRACT Only an Allstate officer may approve a change in or waive any provision of the Contract. Any change or waiver must be in writing. None of our agents have the authority to change or waive the provisions of the Contract. We may not change the terms of the Contract without your consent, except to conform the Contract to applicable law or changes in the law. If a provision of the Contract is inconsistent with state law, we will follow state law. ASSIGNMENT No owner has a right to assign any interest in a Contract as collateral or security for a loan. However, you may assign periodic income payments under the Contract prior to the Payout Start Date. No Beneficiary may assign benefits under the Contract until they are payable to the Beneficiary. We will not be bound by any assignment until the assignor signs it and files it with us. We are not responsible for the validity of any assignment. Federal law prohibits or restricts the assignment of benefits under many types of retirement plans and the terms of such plans may themselves contain restrictions on assignments. An assignment may also result in taxes or tax penalties. YOU SHOULD CONSULT AN ATTORNEY BEFORE TRYING TO ASSIGN YOUR CONTRACT. 14 PROSPECTUS

PURCHASES - -------------------------------------------------------------------------------- MINIMUM PURCHASE PAYMENTS Your initial purchase payment must be at least $5,000 ($2,000 for Contracts issued within an IRA or TSA). All subsequent purchase payments must be $50 or more. You may make purchase payments at any time prior to the Payout Start Date. We reserve the right to limit the maximum amount of purchase payments we will accept. The most we will accept without our prior approval is $1,000,000. We reserve the right to limit the availability of investment alternatives. We also reserve the right to reject any application. AUTOMATIC ADDITIONS PROGRAM You may make subsequent purchase payments by automatically transferring money from your bank account. Consult your representative for more detailed information. ALLOCATION OF PURCHASE PAYMENTS At the time you apply for a Contract, you must decide how to allocate your purchase payments among the investment alternatives. The allocation you specify on your application will be effective immediately. All allocations must be in whole percents that total 100% or in whole dollars. You can change your allocations by notifying us in writing. We will allocate your purchase payments to the investment alternatives according to your most recent instructions on file with us. Unless you notify us in writing otherwise, we will allocate subsequent purchase payments according to the allocation for the previous purchase payment. We will effect any change in allocation instructions at the time we receive written notice of the change in good order. We will credit the initial purchase payment that accompanies your completed application to your Contract within 2 business days after we receive the payment at our home office. If your application is incomplete, we will ask you to complete your application within 5 business days. If you do so, we will credit your initial purchase payment to your Contract within that 5 business day period. If you do not, we will return your purchase payment at the end of the 5 business day period unless you expressly allow us to hold it until you complete the application. We will credit subsequent purchase payments to the Contract at the close of the business day on which we receive the purchase payment at our home office. We are open for business each day Monday through Friday that the New York Stock Exchange is open for business. We also refer to these days as "VALUATION DATES." Our business day closes when the New York Stock Exchange closes, usually 4:00 p.m. Eastern Time (3:00 p.m. Central Time). If we receive your purchase payment after 3:00 p.m. Central Time on any Valuation Date, we will credit your purchase payment using the Accumulation Unit Values computed on the next Valuation Date. RIGHT TO CANCEL You may cancel the Contract by returning it to us within the Cancellation Period, which is the 20 day period after you receive the Contract, or a longer period should your state require it. You may return it by delivering it or mailing it to us. If you exercise this "RIGHT TO CANCEL," the Contract terminates and we will pay you the full amount of your purchase payments allocated to the Fixed Account. We also will return your purchase payments allocated to the Variable Account adjusted, to the extent federal or state law permits, to reflect investment gain or loss including the deduction of mortality and expense risk charges and administrative expense charges that occurred from the date of allocation through the date of cancellation. Some states may require us to return a greater amount to you. If your Contract is qualified under Code Section 408(b), we will refund the greater of any purchase payment or the Contract Value. In states where we are required to refund purchase payments, we reserve the right during the Cancellation Period to invest any purchase payments you allocated to a Variable Sub-Account to the Money Market Variable Sub-Account available under the Contract. We will notify you if we do so. At the end of the Cancellation Period, we will allocate the amount in the Money Market Variable Sub-Account to the Variable Sub-Account as you originally designated. 15 PROSPECTUS

CONTRACT VALUE - -------------------------------------------------------------------------------- Your Contract Value at any time during the Accumulation Phase is equal to the sum of the value of your Accumulation Units in the Variable Sub-Accounts you have selected, plus the value of your investment in the Fixed Account Options. ACCUMULATION UNITS To determine the number of Accumulation Units of each Variable Sub-Account to credit to your Contract, we divide (i) the amount of the purchase payment or transfer you have allocated to a Variable Sub-Account by (ii) the Accumulation Unit Value of that Variable Sub-Account next computed after we receive your payment or transfer. For example, if we receive a $10,000 purchase payment allocated to a Variable Sub-Account when the Accumulation Unit Value for the Sub-Account is $10, we would credit 1,000 Accumulation Units of that Variable Sub-Account to your Contract. Withdrawals and transfers from a Variable Sub-Account would, of course, reduce the number of Accumulation Units of that Sub-Account allocated to your Contract. ACCUMULATION UNIT VALUE As a general matter, the Accumulation Unit Value for each Variable Sub-Account will rise or fall to reflect: .. changes in the share price of the Portfolio in which the Variable Sub-Account invests, and .. the deduction of amounts reflecting the mortality and expense risk charge, administrative expense charge, and any provision for taxes that have accrued since we last calculated the Accumulation Unit Value. We determine contract maintenance charges, withdrawal charges (ALLSTATE PROVIDER ULTRA CONTRACTS only), Enhanced Earnings Death Benefit charges (if applicable) and transfer fees (currently waived) separately for each Contract. They do not affect Accumulation Unit Value. Instead, we obtain payment of those charges and fees by redeeming Accumulation Units. For details on how we calculate Accumulation Unit Value, please refer to the Statement of Additional Information. We determine a separate Accumulation Unit Value for each Variable Sub-Account on each Valuation Date. We also determine a separate set of Accumulation Unit Values reflecting the cost of the Enhanced Death Benefit Rider, the Income Benefit Rider,* and the Enhanced Death Benefit Rider with the Income Benefit Rider.* YOU SHOULD REFER TO THE PROSPECTUSES FOR THE FUNDS THAT ACCOMPANY THIS PROSPECTUS FOR A DESCRIPTION OF HOW THE ASSETS OF EACH PORTFOLIO ARE VALUED, SINCE THAT DETERMINATION DIRECTLY BEARS ON THE ACCUMULATION UNIT VALUE OF THE CORRESPONDING VARIABLE SUB-ACCOUNT AND, THEREFORE, YOUR CONTRACT VALUE. *We discontinued offering the Income Benefit Rider as of January 1, 2004. 16 PROSPECTUS

INVESTMENT ALTERNATIVES: THE VARIABLE SUB-ACCOUNTS - -------------------------------------------------------------------------------- You may allocate your purchase payments to up to 39 Variable Sub-Accounts. Each Variable Sub-Account invests in the shares of a corresponding Portfolio. Each Portfolio has its own investment objective(s) and policies. We briefly describe the Portfolios below. For more complete information about each Portfolio, including expenses and risks associated with the Portfolio, please refer to the accompanying prospectuses for the Funds. You should carefully review the Fund prospectuses before allocating amounts to the Variable Sub-Accounts. PORTFOLIO EACH PORTFOLIO SEEKS ADVISOR - ------------------------------------------------------------------------------- AIM VARIABLE INSURANCE FUNDS - ------------------------------------------------------------------------------- AIM V.I. Balanced As high a total return as Fund - Series I possible, consistent with preservation of capital - ------------------------------------------------------- AIM V.I. Capital Appreciation Fund - Growth of capital Series I A I M ADVISORS, INC. - ------------------------------------------------------- AIM V.I. Core Equity Growth of capital Fund - Series I - ------------------------------------------------------- AIM V.I. Growth Fund Growth of capital - Series I - ------------------------------------------------------- AIM V.I. High Yield A high level of income Fund - Series I ------------------------ - ------------------------------------------------------- AIM V.I. Premier Long-term growth of capital Equity Fund - Series and income as a secondary I objective - ------------------------------------------------------- FEDERATED INSURANCE SERIES - ------------------------------------------------------------------------------- Federated Prime Money Current income consistent FEDERATED INVESTMENT Fund II with stability of principal MANAGEMENT COMPANY and liquidity - ------------------------------------------------------------------------------- FIDELITY/(R)/ VARIABLE INSURANCE PRODUCTS - ------------------------------------------------------------------------------- Fidelity VIP Long-term capital Contrafund/(R)/- appreciation Service Class 2 - ------------------------------------------------------- Fidelity VIP Equity-Income Portfolio - Service Reasonable income Class 2 - ------------------------------------------------------- Fidelity VIP Growth Portfolio - Service Capital appreciation FIDELITY MANAGEMENT & Class 2 RESEARCH COMPANY - ------------------------------------------------------- Fidelity VIP High High level of current income Income Portfolio - while also considering Service Class 2 growth of capital - ------------------------------------------------------- Investment results that correspond to the total return of common stocks publicly traded in the Fidelity VIP Index United States, as 500 Portfolio - represented by the Standard Service Class 2 & Poor's 500/SM/ Index (S&P500/(R)/) ------------------------ - ------------------------------------------------------- Fidelity VIP Overseas Portfolio - Service Long-term growth of capital Class 2 - ------------------------------------------------------- FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST - ------------------------------------------------------------------------------- FTVIP Templeton High current income, Global Income consistent with preservation FRANKLIN ADVISERS, INC. Securities Fund - of capital. Capital Class 2 appreciation is a secondary consideration. - ------------------------------------------------------------------------------- FTVIP Templeton TEMPLETON GLOBAL Growth Securities Long-term capital growth. ADVISORS LIMITED Fund - Class 2 - ------------------------------------------------------------------------------- MFS/(R)/ VARIABLE INSURANCE TRUST/SM/ - ------------------------------------------------------------------------------- MFS Emerging Growth Long-term growth of capital Series - Service Class - ------------------------------------------------------- MFS Investors Trust Long-term growth of capital Series - Service with a secondary objective MFS/TM/ INVESTMENT Class to seek reasonable current MANAGEMENT income. - ------------------------------------------------------- MFS New Discovery Series - Service Capital appreciation Class - ------------------------------------------------------- MFS Research Series - Long-term growth of capital Service Class and future income ------------------------ - ------------------------------------------------------- MFS Utilities Series Capital growth and current - Service Class income - ------------------------------------------------------- 17 PROSPECTUS

PORTFOLIO EACH PORTFOLIO SEEKS ADVISOR - --------------------------------------------------------------------------- OPPENHEIMER VARIABLE ACCOUNT FUNDS - ------------------------------------------------------------------------------- Oppenheimer Capital appreciation Aggressive Growth Fund/VA - ------------------------------------------------------- A high total investment return which includes Oppenheimer Balanced current income and capital Fund/VA/(1)/ appreciation in the value of its shares. - -------------------------------------------------------OPPENHEIMERFUNDS, INC. Capital appreciation by Oppenheimer Capital investing in securities of Appreciation Fund/VA well-known, established companies. - ------------------------------------------------------- Oppenheimer Global Long-term capital Securities Fund/VA appreciation - ------------------------------------------------------- High total return, which includes growth in the value Oppenheimer Main of its shares as well as Street Fund/VA current income, from equity ------------------------ and debt securities. - ------------------------------------------------------- Oppenheimer Strategic High level of current income Bond Fund/VA - ------------------------------------------------------- PUTNAM VARIABLE TRUST - ------------------------------------------------------------------------------- Putnam VT Discovery Long-term growth of capital Growth - Class IB appreciation - ------------------------------------------------------- Putnam VT Diversified High current income Income Fund - Class consistent with capital IB preservation PUTNAM INVESTMENT - -------------------------------------------------------MANAGEMENT, LLC Putnam VT Growth and Capital growth and current Income Fund - Class income IB - ------------------------------------------------------- Putnam VT Growth Opportunities Fund - Capital appreciation Class IB - ------------------------------------------------------- Putnam VT Health ------------------------ Sciences Fund - Capital appreciation Class IB - ------------------------------------------------------- Putnam VT New Value Long-term capital Fund - Class IB appreciation - ------------------------------------------------------- STI CLASSIC VARIABLE TRUST - ------------------------------------------------------------------------------- STI Classic Capital Capital Appreciation Appreciation Fund - ------------------------------------------------------- Long-term capital STI Classic Growth appreciation with the and Income Fund secondary goal of current income TRUSCO CAPITAL - -------------------------------------------------------MANAGEMENT, INC. STI Classic Long-term capital International Equity appreciation Fund - ------------------------------------------------------- High total return through STI Classic current income and capital Investment Grade Bond appreciation, while Fund preserving the principal amount invested - ------------------------------------------------------- STI Classic Mid-Cap Capital appreciation Equity Fund - ------------------------------------------------------------------------------- STI Classic Small Cap Capital appreciation with Value Equity Fund the secondary goal of current income - ------------------------------------------------------- STI Classic Value Current income with the Income Stock Fund secondary goal of capital appreciation - ------------------------------------------------------- *A portfolio's investment objective(s) may be changed by the Fund's Board of Trustees without shareholder approval. (1) Effective May 1, 2004, the Oppenheimer Multiple Strategies Fund/VA changed its name to the Oppenheimer Balanced Fund/VA. VARIABLE INSURANCE TRUST PORTFOLIOS MAY NOT BE MANAGED BY THE SAME PORTFOLIO MANAGERS WHO MANAGE RETAIL MUTUAL FUNDS WITH SIMILAR NAMES. THESE PORTFOLIOS ARE LIKELY TO DIFFER FROM RETAIL MUTUAL FUNDS IN ASSETS, CASH FLOW, AND TAX MATTERS. ACCORDINGLY, THE HOLDINGS AND INVESTMENT RESULTS OF A PORTFOLIO CAN BE EXPECTED TO BE HIGHER OR LOWER THAN THE INVESTMENT RESULTS OF SIMILARLY NAMED RETAIL MUTUAL FUNDS. AMOUNTS YOU ALLOCATE TO VARIABLE SUB-ACCOUNTS MAY GROW IN VALUE, DECLINE IN VALUE, OR GROW LESS THAN YOU EXPECT, DEPENDING ON THE INVESTMENT PERFORMANCE OF THE PORTFOLIOS IN WHICH THOSE VARIABLE SUB-ACCOUNTS INVEST. YOU BEAR THE INVESTMENT RISK THAT THE PORTFOLIOS MIGHT NOT MEET THEIR INVESTMENT OBJECTIVES. SHARES OF THE PORTFOLIOS ARE NOT DEPOSITS, OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY ANY BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. 18 PROSPECTUS

INVESTMENT ALTERNATIVES: THE FIXED ACCOUNT OPTIONS - -------------------------------------------------------------------------------- You may allocate all or a portion of your purchase payments to the Fixed Account. You may choose from among 3 Fixed Account Options, including 2 Dollar Cost Averaging options and the option to invest in one or more Guarantee Periods included in the Guaranteed Maturity Fixed Account. We may offer additional Fixed Account options in the future. We will credit a minimum annual interest rate of 3% to money you allocate to any of the Dollar Cost Averaging Fixed Account Options. The Fixed Account Options may not be available in all states. Please consult with your representative for current information. The Fixed Account supports our insurance and annuity obligations. The Fixed Account consists of our general account assets other than those in segregated asset accounts. We have sole discretion to invest the assets of the Fixed Account, subject to applicable law. Any money you allocate to a Fixed Account Option does not entitle you to share in the investment experience of the Fixed Account. DOLLAR COST AVERAGING FIXED ACCOUNT OPTIONS SHORT TERM DOLLAR COST AVERAGING FIXED ACCOUNT OPTION. You may establish a Short Term Dollar Cost Averaging Program by allocating purchase payments to the SHORT TERM DOLLAR COST AVERAGING FIXED ACCOUNT OPTION ("SHORT TERM DCA FIXED ACCOUNT OPTION"). We will credit interest to purchase payments you allocate to this Option for up to six months at the current rate in effect at the time of allocation. We will credit interest daily at a rate that will compound at the annual interest rate we guaranteed at the time of allocation. We will follow your instructions in transferring amounts monthly from the Short Term DCA Fixed Account Option. However, you may not choose less than 3 or more than 6 equal monthly installments. Further, you must transfer each purchase payment and associated interest out of this Option by means of dollar cost averaging within 6 months. If you discontinue the Dollar Cost Averaging Program before the end of the transfer period, we will transfer the remaining balance in this Option to the Money Market Variable Sub-Account unless you request a different investment alternative. No transfers are permitted into the Short Term DCA Fixed Account. For each purchase payment allocated to this Option, your first monthly transfer will occur at the end of the first month following such purchase payment. If we do not receive an allocation from you within one month of the date of payment, we will transfer each monthly installment to the Money Market Variable Sub-Account until we receive a different allocation instruction. Transferring Contract Value to the Money Market Variable Sub-Account in this manner may not be consistent with the theory of dollar cost averaging described on page 23. EXTENDED SHORT TERM DOLLAR COST AVERAGING FIXED ACCOUNT OPTION. You may establish an Extended Short Term Dollar Cost Averaging Program by allocating purchase payments to the EXTENDED SHORT TERM DOLLAR COST AVERAGING FIXED ACCOUNT OPTION ("EXTENDED SHORT TERM DCA FIXED ACCOUNT OPTION"). We will credit interest to purchase payments you allocate to this Option for up to twelve months at the current rate in effect at the time of allocation. We will credit interest daily at a rate that will compound at the annual interest rate we guaranteed at the time of allocation. We will follow your instructions in transferring amounts monthly from the Extended Short Term DCA Fixed Account Option. However, you may not choose less than 7 or more than 12 equal monthly installments. Further, you must transfer each purchase payment and associated interest out of this Option by means of dollar cost averaging within 12 months. If you discontinue the Dollar Cost Averaging Program before the end of the transfer period, we will transfer the remaining balance in this Option to the Money Market Variable Sub-Account unless you request a different investment alternative. No transfers are permitted into the Extended Short Term DCA Fixed Account. For each purchase payment allocated to this Option, your first monthly transfer will occur at the end of the first month following such purchase payment. If we do not receive an allocation from you within one month of the date of payment, we will transfer each monthly installment to the Money Market Variable Sub-Account until we receive a different allocation instruction. Transferring Account Value to the Money Market Variable Sub-Account in this manner may not be consistent with the theory of dollar cost averaging described on page 23. At the end of the transfer period, any nominal amounts remaining in the Short Term Dollar Cost Averaging Fixed Account or the Extended Short Term Dollar Cost Averaging Fixed Account will be allocated to the Money Market Variable Sub-Account. INVESTMENT RISK We bear the investment risk for all amounts allocated to the Short Term DCA Fixed Account Option and the Extended Short Term DCA Fixed Account Option. That is because we guarantee the current and renewal interest rates we credit to the amounts you allocate to either of these Options, which will never be less than the minimum guaranteed rate in the Contract. Currently, we determine, in our sole discretion, the amount of interest credited in excess of the guaranteed rate. We may declare more than one interest rate for different monies based upon the date of allocation to the Short 19 PROSPECTUS

Term DCA Fixed Account Option and the Extended Short Term DCA Fixed Account Option. For current interest rate information, please contact your representative or our customer support unit at 1-800-755-5275. GUARANTEE PERIODS The Guaranteed Maturity Fixed Account is divided into Guarantee Periods. Each payment or transfer allocated to a Guarantee Period earns interest at a specified rate that we guarantee for a period of years. Guarantee Periods may range from 1 to 10 years. We are currently offering Guarantee Periods of 1, 3, 5, 7, and 10 years in length. In the future we may offer Guarantee Periods of different lengths or stop offering some Guarantee Periods. You select the Guarantee Period for each payment or transfer. If you do not select a Guarantee Period, we will assign the same period(s) you selected for your most recent purchase payment. Each purchase payment or transfer allocated to a Guarantee Period must be at least $50. We reserve the right to limit the number of additional purchase payments that you may allocate to this Option. INTEREST RATES. We will tell you what interest rates and Guarantee Periods we are offering at a particular time. We will not change the interest rate that we credit to a particular allocation until the end of the relevant Guarantee Period. We may declare different interest rates for Guarantee Periods of the same length that begin at different times. We have no specific formula for determining the rate of interest that we will declare initially or in the future. We will set those interest rates based on investment returns available at the time of the determination. In addition, we may consider various other factors in determining interest rates including regulatory and tax requirements, our sales commission and administrative expenses, general economic trends, and competitive factors. WE DETERMINE THE INTEREST RATES TO BE DECLARED IN OUR SOLE DISCRETION. WE CAN NEITHER PREDICT NOR GUARANTEE WHAT THOSE RATES WILL BE IN THE FUTURE. For current interest rate information, please contact your representative or Allstate at 1-800-755-5275. HOW WE CREDIT INTEREST. We will credit interest daily to each amount allocated to a Guarantee Period at a rate that compounds to the annual interest rate that we declared at the beginning of the applicable Guarantee Period. The following example illustrates how a purchase payment allocated to a Guaranteed Period would grow, given an assumed Guarantee Period and annual interest rate: Purchase Payment..................................................... $10,000 Guarantee Period..................................................... 5 years Annual Interest Rate................................................. 4.50% YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 ---------- ---------- ---------- ---------- ------------ Beginning Contract Value................ $10,000.00 ^ (1 ^ Annual Interest Rate) 1.045 - ---------------------------------- $10,450.00 Contract Value at end of Contract Year..... $10,450.00 ^ (1 ^ Annual Interest Rate 1.045 ---------- $10,920.25 Contract Value at end of Contract Year..... $10,920.25 ^ (1 ^ Annual Interest Rate) 1.045 ---------- $11,411.66 Contract Value at end of Contract Year..... $11,411.66 ^ (1 ^ Annual Interest Rate) 1.045 ---------- $11,925.19 Contract Value at end of Contract Year..... $11,925.19 ^ (1 ^ Annual Interest Rate) 1.045 ----------- $12,461.82 TOTAL INTEREST CREDITED DURING GUARANTEE PERIOD = $2,461.82 ($12,461.82 - $10,000.00) This example assumes no withdrawals during the entire 5 year Guarantee Period. If you were to make a withdrawal, you may be required to pay a withdrawal charge (under ALLSTATE PROVIDER ULTRA CONTRACTS only), and the amount withdrawn may be increased or decreased by a Market Value Adjustment that reflects changes in interest rates since the time you invested the amount withdrawn. The hypothetical interest rate is for illustrative purposes only and is not intended to predict future interest rates to be declared under the Contract. Actual interest rates declared for any given Guarantee Period may be more or less than shown above. 20 PROSPECTUS

RENEWALS. Prior to the end of each Guarantee Period, we will mail you a notice asking you what to do with your money, including the accrued interest. During the 30-day period after the end of the Guarantee Period, you may: 1) Take no action. We will automatically apply your money to a new Guarantee Period of the same length as the expiring Guarantee Period. The new Guarantee Period will begin on the day the previous Guarantee Period ends. The new interest rate will be our current declared rate for a Guarantee Period of that length; or 2) Instruct us to apply your money to one or more new Guarantee Periods of your choice. The new Guarantee Period(s) will begin on the day the previous Guarantee Period ends. The new interest rate will be our then current declared rate for those Guarantee Periods; or 3) Instruct us to transfer all or a portion of your money to one or more Variable Sub-Accounts of the Variable Account. We will effect the transfer on the day we receive your instructions. We will not adjust the amount transferred to include a Market Value Adjustment; or 4) Withdraw all or a portion of your money. A withdrawal charge may apply (for ALLSTATE PROVIDER ULTRA CONTRACTS only), but we will not adjust the amount withdrawn to include a Market Value Adjustment. You may also be required to pay premium taxes and income tax withholding, if applicable. If you choose option 3 or 4 above, we will pay interest from the date the previous Guarantee Period expired until the date of the transfer or withdrawal as applicable. The interest rate will be the then current rate we are crediting for a Guarantee Period of the same length as the previous Guarantee Period. Amounts not withdrawn or transferred will be applied to a new Guarantee Period of the same length as the previous Guarantee Period. The new Guarantee Period will begin on the day the previous Guarantee Period ends. MARKET VALUE ADJUSTMENT. All withdrawals and transfers from a Guarantee Period, other than those taken during the 30 day period after such Guarantee Period expires, are subject to a Market Value Adjustment. A Market Value Adjustment also will apply when you apply amounts currently invested in a Guarantee Period to an Income Plan (unless paid or applied during the 30-day period after such Guarantee Period expires). A Market Value Adjustment may apply in the calculation of the Settlement Value described in the "Death Benefit Amount" section below. We will not apply a Market Value Adjustment to a withdrawal you make: .. within the Free Withdrawal Amount as described below, .. that qualify for one of the waivers as described on page 25-26, .. to satisfy the IRS minimum distribution rules for the Contract, or .. within one year after the date of the death of the Owner as the surviving spouse continuing the Contract (limit one withdrawal only) We apply the Market Value Adjustment to reflect changes in interest rates from the time you first allocate money to a Guarantee Period to the time you remove it from that Guarantee Period. We calculate the Market Value Adjustment by comparing the TREASURY RATE for a period equal to the Guarantee Period at its inception to the Treasury Rate for a period equal to the Guarantee Period when you remove your money. "TREASURY RATE" means the U.S. Treasury Note Constant Maturity Yield as reported in Federal Reserve Board Statistical Release H.15. The Market Value Adjustment may be positive or negative, depending on changes in interest rates. As such, you bear the investment risk associated with changes in interest rates. If interest rates increase significantly, the Market Value Adjustment, any withdrawal charge (ALLSTATE PROVIDER ULTRA CONTRACTS only), and any premium taxes and income tax withholding (if applicable) could reduce the amount you receive upon full withdrawal from a Guaranteed Period to an amount that is less than the purchase payment applied to that period plus interest earned under the Contract. During each Contract Year, you can withdraw up to 15% of the aggregate amount of your purchase payments without a Market Value Adjustment. Unused portions of this Free Withdrawal Amount are not carried forward to future Contract Years. Generally, if the original Treasury Rate at the time you allocate money to a Guarantee Period is higher than the applicable current Treasury Rate for a period equal to the Guarantee Period, then the Market Value Adjustment will result in a higher amount payable to you, transferred or applied to an Income Plan. Conversely, if the Treasury Rate at the time you allocate money to a Guarantee Period is lower than the applicable Treasury Rate for a period equal to the Guarantee Period, then the Market Value Adjustment will result in a lower amount payable to you, transferred or applied to an Income Plan. For example, assume that you purchase a Contract and you select an initial Guarantee Period of 5 years and the 5 year Treasury Rate for that duration is 4.50%. Assume that at the end of 3 years, you make a partial withdrawal. If, at that later time, the current 5 year Treasury Rate is 4.20%, then the Market Value Adjustment will be positive, which will result in an increase in the amount payable to you. Conversely, if the current 5 year Treasury Rate is 4.80%, then the Market Value Adjustment will be negative, which will result in a decrease in the amount payable to you. 21 PROSPECTUS

The formula for calculating Market Value Adjustments is set forth in Appendix B to this prospectus, which also contains additional examples of the application of the Market Value Adjustment. INVESTMENT ALTERNATIVES: TRANSFERS - -------------------------------------------------------------------------------- TRANSFERS DURING THE ACCUMULATION PHASE During the Accumulation Phase, you may transfer Contract Value among the investment alternatives. You may not transfer Contract Value to either the Short Term Dollar Cost Averaging Fixed Account or the Extended Short Term Dollar Cost Averaging Fixed Account Options. You may request transfers in writing on a form that we provided or by telephone according to the procedure described below. The minimum amount that you may transfer into a Guarantee Period is $50. We currently do not assess, but reserve the right to assess, a $10 charge on each transfer in excess of 12 per Contract Year. All transfers to or from more than one Portfolio on any given day counts as one transfer. We will process transfer requests that we receive before 3:00 p.m. Central Time on any Valuation Date using the Accumulation Unit Values for that Date. We will process requests completed after 3:00 p.m. Central Time on any Valuation Date using the Accumulation Unit Values for the next Valuation Date. The Contract permits us to defer transfers from the Fixed Account for up to six months from the date we receive your request. If we decide to postpone transfers for 30 days or more, we will pay interest as required by applicable law. Any interest would be payable from the date we receive the transfer request to the date we make the transfer. If you transfer an amount from a Guarantee Period other than during the 30 day period after such Guarantee Period expires, we will increase or decrease the amount by a Market Value Adjustment. We reserve the right to waive any transfer restrictions. TRANSFERS DURING THE PAYOUT PHASE During the Payout Phase, you may make transfers among the Variable Sub-Accounts so as to change the relative weighting of the Variable Sub-Accounts on which your variable income payments will be based. You may make up to 12 transfers per Contract Year. You may not convert any portion of your fixed income payments into variable income payments. After 6 months from the Payout Start Date, you may make transfers from the Variable Sub-Accounts to increase the proportion of your income payments consisting of fixed income payments. TELEPHONE OR ELECTRONIC TRANSFERS You may make transfers by telephone by calling 1-800-755-5275. The cut-off time for telephone transfer requests is 3:00 p.m. Central Time. In the event that the New York Stock Exchange closes early, i.e., before 3:00 p.m. Central Time, or in the event that the Exchange closes early for a period of time but then reopens for trading on the same day, we will process telephone transfer requests as of the close of the Exchange on that particular day. We will not accept telephone requests received at any telephone number other than the number that appears in this paragraph or received after the close of trading on the Exchange. We may suspend, modify or terminate the telephone transfer privilege, as well as any other electronic or automated means we previously approved, at any time without notice. We use procedures that we believe provide reasonable assurance that the telephone transfers are genuine. For example, we tape telephone conversations with persons purporting to authorize transfers and request identifying information. Accordingly, we disclaim any liability for losses resulting from allegedly unauthorized telephone transfers. However, if we do not take reasonable steps to help ensure that a telephone authorization is valid, we may be liable for such losses. MARKET TIMING AND EXCESSIVE TRADING The Contracts are intended for long-term investment. Market timing and excessive trading can potentially dilute the value of Variable Sub-Accounts and can disrupt management of a Portfolio and raise its expenses, which can impair Portfolio performance. Our policy is not to accept knowingly any money intended for the purpose of market timing or excessive trading. Accordingly, you should not invest in the Contract if your purpose is to engage in market timing or excessive trading, and you should refrain from such practices if you currently own a Contract. We seek to detect market timing or excessive trading activity by reviewing trading activities. Portfolios also may report suspected market-timing or excessive trading activity to us. If we identify a pattern of market-timing or excessive trading activity, we will make further inquiry and may, depending on the circumstances, impose trading limitations as described below under "Trading Limitations" consistent with applicable law and the Contract. Because there is no universally accepted definition of what constitutes market timing or excessive trading, we will use our reasonable judgment based on all of the circumstances. While we seek to deter market timing and excessive trading in Variable Sub-Accounts, not all market timing or excessive trading is identifiable or preventable. 22 PROSPECTUS

Therefore, we cannot guarantee that we can prevent such trading activity in all cases or before it occurs. TRADING LIMITATIONS We reserve the right to limit transfers among the investment alternatives in any Contract Year, or to refuse any transfer request, if: .. we believe, in our sole discretion, that certain trading practices, such as excessive trading or market timing ("Prohibited Trading Practices"), by, or on behalf of, one or more Contract Owners, or a specific transfer request or group of transfer requests, may have a detrimental effect on the Accumulation Unit Values of any sub-account or on the share prices of the corresponding Portfolio or otherwise would be to the disadvantage of other Contract Owners; or we are informed by one or more of the Portfolios that they intend to restrict the purchase, exchange, or redemption of Portfolio shares because of Prohibited Trading Practices or because they believe that a specific transfer or group of transfers would have a detrimental effect on the prices of Portfolio shares. We may apply the restrictions in any manner reasonably designed to prevent transfers that we consider disadvantageous to other Contract Owners. SHORT-TERM TRADES All transfers involving the purchase or redemption of mutual fund shares by the Variable Account may be subject to restrictions or requirements imposed by the underlying Portfolios. Such restrictions or requirements may include the assessment of short-term trading fees in connection with transfers from a Variable Sub-Account that occur within a certain number of days following the date of allocation to the Variable Sub-Account, but will only apply to those Sub-Accounts corresponding to underlying Portfolios that explicitly require the assessment of such fees. DOLLAR COST AVERAGING PROGRAM Through our Dollar Cost Averaging Program, you may automatically transfer a fixed dollar amount every month from any Variable Sub-Account, the Short Term Dollar Cost Averaging Fixed Account, or the Extended Short Term Dollar Cost Averaging Fixed Account, to any of the other Variable Sub-Accounts. You may not use the Dollar Cost Averaging Program to transfer amounts to the Guarantee Periods. This program is available only during the Accumulation Phase. We will not charge a transfer fee for transfers made under this Program, nor will such transfer count against the 12 transfers you can make each Contract Year without paying a transfer fee. The theory of dollar cost averaging is that if purchases of equal dollar amounts are made at fluctuating prices, the aggregate average cost per unit will be less than the average of the unit prices on the same purchase dates. However, participation in this Program does not assure you of a greater profit from your purchases under the Program nor will it prevent or necessarily reduce losses in a declining market. Call or write us for instructions on how to enroll. AUTOMATIC PORTFOLIO REBALANCING PROGRAM Once you have allocated your money among the Variable Sub-Accounts, the performance of each Sub-Account may cause a shift in the percentage you allocated to each Sub-Account. If you select our AUTOMATIC PORTFOLIO REBALANCING PROGRAM, we will automatically rebalance the Contract Value in each Variable Sub-Account and return it to the desired percentage allocations. We will not include money you allocate to the Fixed Account Options in the Automatic Portfolio Rebalancing Program. We will rebalance your account monthly, quarterly, semi-annually, or annually, depending on your instructions. We will transfer amounts among the Variable Sub-Accounts to achieve the percentage allocations you specify. You can change your allocations at any time by contacting us in writing or by telephone. The new allocation will be effective with the first rebalancing that occurs after we receive your request. We are not responsible for rebalancing that occurs prior to receipt of your request. Example: Assume that you want your initial purchase payment split among 2 Variable Sub-Accounts. You want 40% to be in the Fidelity VIP High Income Variable Sub-Account and 60% to be in the AIM V.I. Core Equity Variable Sub-Account. Over the next 2 months the bond market does very well relative to the stock market. At the end of the first quarter, the Fidelity VIP High Income Variable Sub-Account now represents 50% of your holdings because of its increase in value. If you choose to have your holdings rebalanced quarterly, on the first day of the next quarter, we would sell some of your units in the Fidelity VIP High Income Variable Sub-Account and use the money to buy more units in the AIM V.I. Core Equity Variable Sub-Account so that the percentage allocations would again be 40% and 60% respectively. The Automatic Portfolio Rebalancing Program is available only during the Accumulation Phase. The transfers made under the Program do not count towards the 12 transfers you can make without paying a transfer fee, and are not subject to a transfer fee. Portfolio rebalancing is consistent with maintaining your allocation of investments among market segments, although it is accomplished by reducing your Contract Value allocated to the better performing segments. 23 PROSPECTUS

EXPENSES - -------------------------------------------------------------------------------- As a Contract owner, you will bear, directly or indirectly, the charges and expenses described below. CONTRACT MAINTENANCE CHARGE During the Accumulation Phase, on each Contract Anniversary, we will deduct a $35 contract maintenance charge from your Contract Value invested in each Variable Sub-Account in proportion to the amount invested. If you surrender your Contract, we will deduct the contract maintenance charge pro rated for the part of the Contract Year elapsed, unless your Contract qualifies for a waiver, described below. During the Payout Phase, we will deduct the charge proportionately from each income payment. The charge is to compensate us for the cost of administering the Contracts and the Variable Account. Maintenance costs include expenses we incur collecting purchase payments; keeping records; processing death claims, cash withdrawals, and policy changes; proxy statements; calculating Accumulation Unit Values and income payments; and issuing reports to Contract owners and regulatory agencies. We cannot increase the charge. However, we will waive this charge if, as of the Contract Anniversary or upon full surrender: .. your Contract Value equals $50,000 or more, or .. all money is allocated to the Fixed Account. After the Payout Start Date, we will waive the charge if the Contract Value is $50,000 or more as of the Payout Start Date. MORTALITY AND EXPENSE RISK CHARGE We deduct a mortality and expense risk charge daily from the net assets you have invested in the Variable Sub-Accounts. The annual rate of the charge is: .. 1.45% for ALLSTATE PROVIDER ADVANTAGE CONTRACTS .. 1.25% for ALLSTATE PROVIDER ULTRA CONTRACTS If you select the Income Benefit Rider* or the Enhanced Death Benefit Rider, the mortality and expense risk charge will include an additional 0.25% for the Rider. If you select both the Income Benefit Rider* and the Enhanced Death Benefit Rider, the mortality and expense risk charge will include an additional 0.50% for these Riders. *We discontinued offering the Income Benefit Rider as of January 1, 2004. Fees shown apply to Contract Owners who selected the Rider prior to January 1, 2004. The mortality and expense risk charge is for the insurance benefits available with your Contract (including our guarantee of annuity rates and the death benefits), for certain expenses of the Contract, and for assuming the risk (expense risk) that the current charges will be sufficient in the future to cover the cost of administering the Contract. If the charges under the Contract are not sufficient, then we will bear the loss. We charge an additional amount for the Enhanced Death Benefit Rider and the Income Benefit Rider to compensate us for the additional risk that we accept by providing these Riders. We guarantee that we will not raise the mortality and expense risk charge. We assess the mortality and expense risk charge during both the Accumulation Phase and the Payout Phase. After the Payout Start Date, mortality and expense risk charges for the Enhanced Death Benefit and the Income Benefit will cease. ENHANCED EARNINGS DEATH BENEFIT RIDER FEE If you elect the Enhanced Earnings Death Benefit Rider, we will deduct an annual charge from your Contract Value on each Contract Anniversary during the Accumulation Phase. The annual charge is calculated as a percentage of your Contract Value on the Contract Anniversary and is based on the oldest Contract owner's age on the Rider Application Date (described below) as follows: Age Annual Charge --- ------ ------ 0-55 0.10% 56-65 0.20% 66-75 0.35% We first deduct this annual fee from the Variable Sub-Accounts on a pro rata basis. If the Contract Value in the Variable Sub-Accounts is not sufficient to cover the charge, we will deduct the remaining charge from the Guarantee Periods, beginning with the oldest Guarantee Period. On the first Contract Anniversary after we issue the Rider, we will deduct the Rider charge pro rated to reflect the number of complete months the Rider was in effect during such Contract Year. Also, if you surrender your Contract, we will deduct the Rider charge (multiplied by the Contract Value immediately prior to the surrender) pro rated to reflect the number of complete months the Rider was in effect during the current Contract Year. ADMINISTRATIVE EXPENSE CHARGE We deduct an administrative expense charge daily at an annual rate of 0.10% of the average daily net assets you have invested in the Variable Sub-Accounts. We intend this charge to cover actual administrative expenses that exceed the revenues from the contract maintenance charge. There is no necessary relationship between the amount of administrative charge imposed on a given Contract and the amount of expenses that may be attributed to that Contract. We assess this charge each day during the Accumulation Phase and the Payout Phase. We guarantee that we will not raise this charge. 24 PROSPECTUS

WITHDRAWAL CHARGE (ALLSTATE PROVIDER ULTRA CONTRACTS ONLY) We may assess a withdrawal charge of up to 7% of the purchase payment(s) you withdraw. The charge declines to 0% over a 7 year period that begins on the day we receive your payment. If you make a withdrawal before the Payout Start Date, we will apply the withdrawal charge percentage in effect on the date of withdrawal, or the withdrawal charge percentage in effect on the following day, whichever is lower. A schedule showing how the charge declines is shown on page 9. During each Contract Year, you can withdraw up to 15% of the aggregate amount of your purchase payments without paying the charge. Unused portions of this "Free Withdrawal Amount" are not carried forward to future Contract Years. We will deduct withdrawal changes, if applicable, from the amount paid. For purposes of calculating the withdrawal charge, we will treat withdrawals as coming from the oldest purchase payments first. However, for federal income tax purposes, please note that withdrawals are considered to have come first from earnings, which means you pay taxes on the earnings portion of your withdrawal. We do not apply a withdrawal charge in the following situations: .. on the Payout Start Date (a withdrawal charge may apply if you terminate income payments to be received for a specified period); .. withdrawals taken to satisfy IRS minimum distribution rules for the Contract; or .. withdrawals that qualify for one of the waivers as described below. We use the amounts obtained from the withdrawal charge to pay sales commissions and other promotional or distribution expenses associated with marketing the Contracts. To the extent that the withdrawal charge does not cover all sales commissions and other promotional or distributional expenses, we may use any of our corporate assets, including potential profit which may arise from the mortality and expense risk charge or any other charges or fee described above, to make up any difference. Withdrawals also may be subject to tax penalties or income tax and a Market Value Adjustment. You should consult your own tax counsel or other tax advisers regarding any withdrawals. TRANSFER FEE We do not currently impose a fee upon transfers among the investment alternatives. However, we reserve the right to charge $10 per transfer after the 12th transfer in each Contract Year. We will not charge a transfer fee on transfers that are part of a Dollar Cost Averaging or Automatic Portfolio Rebalancing Program. CONFINEMENT WAIVER. We will waive the withdrawal charge (ALLSTATE PROVIDER ULTRA CONTRACTS only), and a negative Market Value Adjustment, if applicable, will not occur on all withdrawals taken prior to the Payout Start Date under your Contract if the following conditions are satisfied: 1. You or the Annuitant, if the Contract owner is not a living person, are confined to a long term care facility or a hospital for at least 90 consecutive days. You or the Annuitant must enter the long term care facility or hospital at least 30 days after the Issue Date; 2. You request the withdrawal and provide written proof of the stay no later than 90 days following the end of your or the Annuitant's stay at the long term care facility or hospital; and 3. A physician must have prescribed the stay and the stay must be medically necessary (as defined in the Contract). You may not claim this benefit if you, the Annuitant, or a member of your or the Annuitant's immediate family, is the physician prescribing your or the Annuitant's stay in a long term care facility. TERMINAL ILLNESS WAIVER. We will waive the withdrawal charge (ALLSTATE PROVIDER ULTRA CONTRACTS only), and a negative Market Value Adjustment, if applicable, will not occur on all withdrawals taken prior to the Payout Start Date under your Contract if: 1. you or the Annuitant (if the Contract owner is not a living person) are first diagnosed with a terminal illness at least 30 days after the Issue Date; and 2. you claim this benefit and deliver adequate proof of diagnosis to us. UNEMPLOYMENT WAIVER. We will waive the withdrawal charge (ALLSTATE PROVIDER ULTRA CONTRACTS only), and a negative Market Value Adjustment, if applicable, will not occur on one partial or a full withdrawal taken prior to the Payout Start Date under your Contract, if you meet the following requirements: 1. you or the Annuitant, (if the Contract owner is not a living person), become unemployed at least one year after the Issue Date; 2. you or the Annuitant, (if the Contract owner is not a living person), receive unemployment compensation as defined in the Contract for at least 30 days as a result of that unemployment; and 3. you or the Annuitant, (if the Contract owner is not a living person), claim this benefit within 180 days of your or the Annuitant's initial receipt of unemployment compensation. Please refer to your Contract for more detailed information about the terms and conditions of these waivers. The laws of your state may limit the availability of these waivers and may also change certain terms and/or benefits available under the waivers. You should consult your Contract for further details on these variations. Also, even if you do not need to pay a withdrawal charge 25 PROSPECTUS

(ALLSTATE PROVIDER ULTRA CONTRACTS ONLY), or a Market Value Adjustment because of these waivers, you still may be required to pay taxes or tax penalties on the amount withdrawn. You should consult your tax adviser to determine the effect of a withdrawal on your taxes. PREMIUM TAXES Some states and other governmental entities (e.g., municipalities) charge premium taxes or similar taxes. We are responsible for paying these taxes and will deduct them from your Contract Value. Some of these taxes are due when the Contract is issued, others are due when income payments begin or upon surrender. Our current practice is not to charge anyone for these taxes until income payments begin or when a total withdrawal occurs, including payment upon death. At our discretion, we may discontinue this practice and deduct premium taxes from the purchase payments. Premium taxes generally range from 0% to 4%, depending on the state. At the Payout Start Date, if applicable, we deduct the charge for premium taxes from each investment alternative in the proportion that the Contract value in the investment alternative bears to the total Contract Value. DEDUCTION FOR SEPARATE ACCOUNT INCOME TAXES We are not currently maintaining a provision for taxes. In the future, however, we may establish a provision for taxes if we determine, in our sole discretion, that we will incur a tax as a result of the operation of the Variable Account. We will deduct for any taxes we incur as a result of the operation of the Variable Account, whether or not we previously made a provision for taxes and whether or not it was sufficient. Our status under the Internal Revenue Code is briefly described in the Taxes section. OTHER EXPENSES Each Portfolio deducts advisory fees and other expenses from its assets. You indirectly bear the charges and expenses of the Portfolios whose shares are held by the Variable Sub-Accounts. These fees and expenses are described in the accompanying prospectuses for the Funds. For a summary of minimum and maximum Portfolio annual expenses, see page 10. We may receive compensation from the investment advisers or administrators of the Portfolios in connection with the administrative distribution, and other services we provide to the Portfolios. ACCESS TO YOUR MONEY - -------------------------------------------------------------------------------- You can withdraw some or all of your Contract Value at any time prior to the Payout Start Date. Withdrawals also are available under limited circumstances on or after the Payout Start Date. See "Income Plans" on page 27. The amount payable upon withdrawal is the Contract Value (or portion thereof) next computed after we receive the request for a withdrawal at our home office, adjusted by any Market Value Adjustment less any withdrawal charge (ALLSTATE PROVIDER ULTRA CONTRACTS only), contract maintenance charges, Enhanced Earnings Death Benefit Rider fee (if applicable), income tax withholding, and any premium taxes. We will pay withdrawals from the Variable Account within 7 days of receipt of the request, subject to postponement in certain circumstances. You can withdraw money from the Variable Account or the Fixed Account Options. To complete a partial withdrawal from the Variable Account, we will cancel Accumulation Units in an amount equal to the withdrawal and any applicable withdrawal charge (ALLSTATE PROVIDER ULTRA CONTRACTS only) and premium taxes. You must name the investment alternative from which you are taking the withdrawal. If none is specified, we will deduct your withdrawal pro-rata from the Variable Sub-Accounts according to the value of your investments therein. In general, you must withdraw at least $50 at a time. You also may withdraw a lesser amount if you are withdrawing your entire interest in a Variable Sub-Account. If you request a total withdrawal, we may require you to return your Contract to us. Withdrawals taken prior to annuitization (referred to in this prospectus as the Payout Phase) are generally considered to come from the earnings in the Contract first. If the Contract is tax-qualified, generally all withdrawals are treated as distributions of earnings. Withdrawals of earnings are taxed as ordinary income and, if taken prior to age 591/2, may be subject to an additional 10% federal tax penalty. POSTPONEMENT OF PAYMENTS We may postpone the payment of any amounts due from the Variable Account under the Contract if: 1. The New York Stock Exchange is closed for other than usual weekends or holidays, or trading on the Exchange is otherwise restricted; 2. An emergency exists as defined by the SEC; or 3. The SEC permits delay for your protection. In addition, we may delay payments or transfers from the Fixed Account Options for up to 6 months (or shorter period if required by law). If we delay payment for 30 days or more, we will pay interest as required by law. 26 PROSPECTUS

SYSTEMATIC WITHDRAWAL PROGRAM You may choose to receive systematic withdrawal payments on a monthly, quarterly, semi-annual, or annual basis at any time prior to the Payout Start Date. The minimum amount of each systematic withdrawal is $50. At our discretion, systematic withdrawals may not be offered in conjunction with the Dollar Cost Averaging Program or Automatic Portfolio Rebalancing Program. Depending on fluctuations in the value of the Variable Sub-Accounts and the value of the Fixed Account Options, systematic withdrawals may reduce or even exhaust the Contract Value. Please consult your tax advisor before taking any withdrawal. We will make systematic withdrawal payments to you or your designated payee. At our discretion, we may modify or suspend the Systematic Withdrawal Program and charge a processing fee for the service. If we modify or suspend the Systematic Withdrawal Program, existing systematic withdrawal payments will not be affected. MINIMUM CONTRACT VALUE If your request for a partial withdrawal would reduce your Contract Value to less than $2,000, we may treat it as a request to withdraw your entire Contract Value. Your Contract will terminate if you withdraw all of your Contract Value. We will, however, ask you to confirm your withdrawal request before terminating your Contract. Before terminating any Contract whose value has been reduced by withdrawals to less than $2,000, we would inform you in writing of our intention to terminate your Contract and give you at least 30 days in which to make an additional purchase payment to restore your Contract's value to the contractual minimum of $2,000. If we terminate your Contract, we will distribute to you its Contract Value, adjusted by any applicable Market Value Adjustment, less any withdrawal charges (ALLSTATE PROVIDER ULTRA CONTRACTS only) and any other applicable charges and taxes. INCOME PAYMENTS - -------------------------------------------------------------------------------- PAYOUT START DATE You select the Payout Start Date in your application. The Payout Start Date is the day that we apply your money to an Income Plan. The Payout Start Date must be: .. at least 30 days after the Issue Date; and .. no later than the day the Annuitant reaches age 90, or the 10th Contract Anniversary, if later. You may change the Payout Start Date at any time by notifying us in writing of the change at least 30 days before the scheduled Payout Start Date. Absent a change, we will use the Payout Start Date stated in your Contract. INCOME PLANS An Income Plan is a series of scheduled payments to you or someone you designate. You may choose and change your choice of Income Plan until 30 days before the Payout Start Date. If you do not select an Income Plan, we will make income payments in accordance with Income Plan 1 with guaranteed payments for 10 years. A portion of each payment will be considered taxable and the remaining portion will be a non-taxable return of your investment in the Contract, which is also called the "basis". Once the investment in the Contract is depleted, all remaining payments will be fully taxable. If the Contract is tax-qualified, generally, all payments will be fully taxable. Taxable payments taken prior to age 59 1/2, may be subject to an additional 10% federal tax penalty. Three Income Plans are available under the Contract. Each is available to provide: .. fixed income payments; .. variable income payments; or .. a combination of the two. The three Income Plans are: INCOME PLAN 1 - LIFE INCOME WITH GUARANTEED PAYMENTS. Under this plan, we make periodic income payments for at least as long as the Annuitant lives. If the Annuitant dies before we have made all of the guaranteed income payments, we will continue to pay the remainder of the guaranteed income payments as required by the Contract. INCOME PLAN 2 - JOINT AND SURVIVOR LIFE INCOME WITH GUARANTEED PAYMENTS. Under this plan, we make periodic income payments for at least as long as either the Annuitant or the joint Annuitant is alive. If both the Annuitant and the joint Annuitant die before we have made all of the guaranteed income payments, we will continue to pay the remainder of the guaranteed income payments as required by the Contract. INCOME PLAN 3 - GUARANTEED PAYMENTS FOR A SPECIFIED PERIOD (5 YEARS TO 30 YEARS). Under this plan, we make periodic income payments for the period you have chosen. These payments do not depend on the Annuitant's life. You may elect to receive guaranteed payments for periods ranging from 5 to 30 years. Income payments for less than 120 months may be subject to a withdrawal charge (ALLSTATE PROVIDER ULTRA CONTRACTS only). We will deduct the mortality and expense risk charge from the Variable Sub-Account assets that support variable income payments even though we may not bear any mortality risk. The length of any guaranteed payment period under your selected Income Plan generally will affect the dollar amounts of each income payment. As a general rule, longer guarantee periods result in lower income payments, all other things being equal. For example, if you choose an Income Plan with payments that depend 27 PROSPECTUS

on the life of the Annuitant but with no minimum specified period for guaranteed payments, the income payments generally will be greater than the income payments made under the same Income Plan with a minimum specified period for guaranteed payments. If you choose Income Plan 1 or 2, or, if available, another Income Plan with payments that continue for the life of the Annuitant or joint Annuitant, we may require proof of age and sex of the Annuitant or joint Annuitant before starting income payments, and proof that the Annuitant or joint Annuitant are alive before we make each payment. Please note that under such Income Plans, if you elect to take no minimum guaranteed payments, it is possible that the payee could receive only 1 income payment if the Annuitant and any joint Annuitant both die before the second income payment, or only 2 income payments if they die before the third income payment, and so on. Generally, you may not make withdrawals after the Payout Start Date. One exception to this rule applies if you are receiving variable income payments that do not depend on the life of the Annuitant (such as under Income Plan 3). In that case, you may terminate all or part of the income payments at any time and receive a lump sum equal to their present value as of the close of the Valuation Date on which we receive your request. To determine the present value of any remaining variable income payments being withdrawn, we use a discount rate equal to the assumed annual investment rate that we use to compute such variable income payments. The minimum amount you may withdraw under this feature is $1,000. A withdrawal charge may apply (ALLSTATE PROVIDER ULTRA CONTRACTS only). We deduct applicable premium taxes from the Contract Value at the Payout Start Date. We may make other Income Plans available. You must apply at least the Contract Value in the Fixed Account on the Payout Start Date to fixed income payments. If you wish to apply any portion of your Fixed Account balance to provide variable income payments, you should plan ahead and transfer that amount to the Variable Sub-Accounts prior to the Payout Start Date. If you do not tell us how to allocate your Contract Value among fixed and variable income payments, we will apply your Contract Value in the Variable Account to variable income payments and your Contract Value in the Fixed Account to fixed income payments. You may restrict income payments to Beneficiaries by providing us a written request. Once we accept the written request, the change or restriction will take effect as of the date you signed the request. Any change is subject to any payment we make or any other action we take before we accept the change. We will apply your Contract Value, adjusted by any applicable Market Value Adjustment, less applicable taxes to your Income Plan on the Payout Start Date. If the amount available to apply under an Income Plan is less than $2,000, or not enough to provide an initial payment of at least $20, and state law permits, we may: .. pay you the Contract Value, adjusted by any applicable Market Value Adjustment and less any applicable taxes, in a lump sum instead of the periodic payments you have chosen; or .. reduce the frequency of your payments so that each payment will be at least $20. VARIABLE INCOME PAYMENTS The amount of your variable income payments depends upon the investment results of the Variable Sub-Accounts you select, the premium taxes you pay, the age and sex of the Annuitant, and the Income Plan you choose. We guarantee that the payments will not be affected by (a) actual mortality experience and (b) the amount of our administration expenses. We cannot predict the total amount of your variable income payments. Your variable income payments may be more or less than your total purchase payments because (a) variable income payments vary with the investment results of the underlying Portfolios; and (b) the Annuitant could live longer or shorter than we expect based on the tables we use. In calculating the amount of the periodic payments in the annuity tables in the Contract, we assumed an annual investment rate of 3%. If the actual net investment return of the Variable Sub-Accounts you choose is less than this assumed investment rate, then the dollar amount of your variable income payments will decrease. The dollar amount of your variable income payments will increase, however, if the actual net investment return exceeds the assumed investment rate. The dollar amount of the variable income payments stays level if the net investment return equals the assumed investment rate. Please refer to the Statement of Additional Information for more detailed information as to how we determine variable income payments. We reserve the right to make other assumed investment rates available under each Contract. FIXED INCOME PAYMENTS We guarantee income payment amounts derived from any Fixed Account Option for the duration of the Income Plan. We calculate the fixed income payments by: 1. adjusting the portion of the Contract Value in any Fixed Account Option on the Payout Start Date by any applicable Market Value Adjustment; 2. deducting any applicable premium tax; and 3. applying the resulting amount to the greater of (a) the appropriate value from the income payment table in your Contract or (b) such other value as we are offering at that time. We may defer making fixed income payments for a period of up to 6 months or any shorter time state law may 28 PROSPECTUS

require. If we defer payments for 30 days or more, we will pay interest as required by law from the date we receive the withdrawal request to the date we make payment. INCOME BENEFIT RIDER QUALIFICATIONS. Effective January 1, 2004, we ceased offering the Income Benefit Rider (except in a limited number of states). The following describes the Income Benefit Rider for Contract Owners who elected the Option prior to January 1, 2004. To qualify for the income benefit payments under this Rider, you must meet the following requirements as of the Payout Start Date: .. You must elect a Payout Start Date that is on or after the 10th anniversary of the date this Rider was made a part of your Contract ("RIDER DATE"); .. The Payout Start Date must be prior to the oldest Annuitant's 90th birthday; .. The Payout Start Date must occur during the 30 day period following a Contract Anniversary; .. You must elect to receive fixed income payments, which will be calculated using the guaranteed payout rates listed in your Contract; and .. The Income Plan you selected must provide for payments guaranteed for either a single life or joint lives with a specified period of at least: . 10 years, if the youngest Annuitant's age is 80 or less on the Payout Start Date, or . 5 years, if the youngest Annuitant's age is greater than 80 on the Payout Start Date. If, however, you apply the Contract Value and not the Income Benefit to an Income Plan, then you may select fixed and/or variable income payments under any Income Plan we offer at that time. If you expect to apply your Contract Value to variable and/or fixed income payment options, or you expect to apply your Contract Value to current annuity payment rates then in effect, electing the Income Benefit Rider may not be appropriate. Prior to the Payout Start Date, the Income Benefit Rider will terminate and charges for this Rider will cease when the Contract terminates. The mortality and expense risk charge for this Rider will cease on the Payout Start Date. ALLSTATE PROVIDER ULTRA CONTRACTS ONLY: The Income Benefit Rider will no longer be in effect and the mortality and expense charge for the Rider will end upon the change of the named Annuitant for reasons other than death. INCOME BASE The Income Base is used solely for the purpose of calculating the guaranteed income benefit under this Rider ("Guaranteed Income Benefit") and does not provide a Contract Value or guarantee performance of any investment option. On the Rider Date, the Income Base is equal to the Contract Value. After the Rider Date, the Income Base plus any subsequent purchase payments and less a withdrawal adjustment (described below) for any subsequent withdrawals will accumulate daily at a rate equivalent to 5% per year until the earlier of the Payout Start Date, or the first day of the month after the oldest Contract Owner's (Annuitant, if the Contract Owner is not a living person) 85th birthday. WITHDRAWAL ADJUSTMENT The withdrawal adjustment is equal to (a) divided by (b), with the result multiplied by (c) where: (a) = the withdrawal amount (b) = the Contract Value immediately prior to the withdrawal, and (c) = the most recently calculated Income Base. The Guaranteed Income Benefit amount is determined by applying the Income Base less any applicable taxes to the guaranteed rates for the Income Plan you elect. The Income Plan you elect must satisfy the conditions described above. On the Payout Start Date, the income payment will be the greater of the Guaranteed Income Benefit or the income payment provided in the payout phase section of your Contract. CERTAIN EMPLOYEE BENEFIT PLANS The Contracts offered by this prospectus contain income payment tables that provide for different payments to men and women of the same age, except in states that require unisex tables. We reserve the right to use income payment tables that do not distinguish on the basis of sex to the extent permitted by applicable law. In certain employment-related situations, employers are required by law to use the same income payment tables for men and women. Accordingly, if the Contract is to be used in connection with an employment-related retirement or benefit plan and we do not offer unisex annuity tables in your state, you should consult with legal counsel as to whether the purchase of a Contract is appropriate. 29 PROSPECTUS

DEATH BENEFITS - -------------------------------------------------------------------------------- We will pay a death benefit prior to the Payout Start Date on: 1. the death of any Contract owner or, 2. the death of the Annuitant, if the Contract is owned by a non-living person. We will pay the death benefit to the new Contract owner as determined immediately after the death. The new Contract owner would be a surviving Contract owner or, if none, the Beneficiary(ies). In the case of the death of the Annuitant, we will pay the death benefit to the current Contract owner. We will determine the value of the death benefit as of the end of the Valuation Date on which we receive a complete request for settlement of the death benefit. If we receive a request after 3 p.m. Central Time on a Valuation Date, we will process the request as of the end of the following Valuation Date. When there are multiple Beneficiaries, we will only value the death benefit at the time the first Beneficiary submits the necessary documentation in good order. Any death benefit amounts attributable to any Beneficiary that remain in the investment alternatives are subject to investment risk. A complete request for settlement of the death benefit must include DUE PROOF OF DEATH. We will accept the following documentation as "Due Proof of Death": .. a certified copy of a death certificate, .. a certified copy of a decree of a court of competent jurisdiction as to the finding of death, or .. any other proof acceptable to us. DEATH BENEFIT AMOUNT. Prior to the Payout Start Date, if we receive a complete request for settlement of the death benefit within 180 days of the date of death, the death benefit is equal to the greatest of: 1. the Contract Value as of the date we determine the value of the death benefit, or 2. the SETTLEMENT VALUE (that is, the amount payable on a full withdrawal of Contract Value) on the date we determine the value of the death benefit, or 3. the highest amount computed by taking the Contract Value on each DEATH BENEFIT ANNIVERSARY prior to the date we determine the death benefit, increased by purchase payments made since that Death Benefit Anniversary and reduced by an adjustment for any partial withdrawals since that Death Benefit Anniversary. A "Death Benefit Anniversary" is every seventh Contract Anniversary beginning with the Issue Date. For example, the Issue Date, 7th and 14th Contract Anniversaries are the first 3 Death Benefit Anniversaries. In calculating the Settlement Value when a death benefit is paid, the amount in each individual Guarantee Period may be subject to a Market Value Adjustment. A Market Value Adjustment will apply to amounts in a Guarantee Period, unless we calculate the Settlement Value during the 30-day period after the expiration of the Guarantee Period. Also, the Settlement Value will reflect the deduction of any applicable withdrawal charges, contract maintenance charges, and premium taxes. Contract maintenance charges will be pro-rated for the part of the Contract Year elapsed as of the date we determine the Settlement Value, unless your Contract qualifies for a waiver as described under the "Expenses - Contract Maintenance Charge" on page 24. The withdrawal adjustment is equal to (a) divided by (b), with the result multiplied by (c), where: (a) = is the withdrawal amount; (b) = is the Contract Value immediately prior to the withdrawal; and (c) = is the Contract value on the Death Benefit Anniversary adjusted by any prior purchase payments or withdrawals made since that Anniversary. If we do not receive a complete request for settlement of the death benefit within 180 days of the date of death, the death benefit is equal to the greater of: 1) the Contract Value as of the date we determine the death benefit, or 2) the Settlement Value as of the date we determine the death benefit. We reserve the right to extend the 180-day period on a non-discriminatory basis. ENHANCED DEATH BENEFIT RIDER For Contract owners and Annuitants up to and including age 80 as of the date we receive the completed application or a written request to add this rider, whichever is later ("Rider Application Date"), the Enhanced Death Benefit Rider is an optional benefit that you may elect. If the Contract owner is a living individual, the Enhanced Death Benefit applies only upon the death of the Contract owner. If the Contract owner is not a living individual, the Enhanced Death Benefit applies only upon the death of the Annuitant. For Contracts with the Enhanced Death Benefit Rider, the death benefit will be the greatest of (1) through (3) above, or (4) the Enhanced Death Benefit. The Enhanced Death Benefit is equal to the greater of the Enhanced Death Benefit A or Enhanced Death Benefit B. Enhanced Death Benefit A or B may not be available in all states. The Enhanced Death Benefit will never be greater than the maximum death benefit allowed by any state nonforfeiture laws that govern the Contract. 30 PROSPECTUS

If we do not receive a complete request for settlement of the death benefit within 180 days of the date of death, the Enhanced Death Benefit will not apply and the death benefit is equal to the greater of: 1) the Contract Value as of the date we determine the death benefit, or 2) the Settlement Value as of the date we determine the death benefit. If the Owner is a living person, the Enhanced Death Benefit is payable and the Rider will terminate and the mortality and expense charge for the Rider will cease upon the death of the Owner, unless the Contract and Rider are continued as permitted by a surviving spouse, as described below. If the Owner is a non-living person, the Enhanced Death Benefit is payable and the Rider will terminate and charges for the Rider will cease upon the death of the Annuitant. The Enhanced Death Benefit Rider and charges for the Rider will terminate: .. when the Contract owner is changed for reasons other than death; .. if the Contract owner is a non-living person, when the Annuitant is changed for reasons other than death; or .. on the Payout Start Date. The Rider may not be available in all states. We may discontinue the offering of the Rider at any time. ENHANCED DEATH BENEFIT A. On the date we issue the Rider ("RIDER DATE"), Enhanced Death Benefit A is equal to the Contract Value on that date. After the Rider Date, Enhanced Death Benefit A is the greatest of the ANNIVERSARY VALUES as of the date we determine the death benefit. The "Anniversary Value" is equal to the Contract Value on a Contract Anniversary, increased by purchase payments made since that Anniversary and reduced by a withdrawal adjustment, as described below, for any partial withdrawals since that Anniversary. We will calculate Anniversary Values for each Contract Anniversary up until the earlier of: .. the date we determine the death benefit; or .. the first Contract Anniversary following the oldest Contract owner's or, if the Contract owner is not a living person, the Annuitant's 80th birthday, or the first day of the 61st month following the Rider Date, whichever is later. After age 80, or the first day of the 61st month following the Rider Date, whichever is later, we will recalculate the Enhanced Death Benefit A only for purchase payments and withdrawals. The withdrawal adjustment is equal to (a) divided by (b), and the result multiplied by (c) where: (a) = is the withdrawal amount, (b) = is the Contract Value immediately prior to the withdrawal, and (c) = the most recently calculated Enhanced Death Benefit A. ENHANCED DEATH BENEFIT B. The Enhanced Death Benefit B on the Rider Date is equal to the Contract Value on that date. After the Rider Date, the Enhanced Death Benefit B, plus any subsequent purchase payments and less a withdrawal adjustment, as described below, will accumulate daily at a rate equivalent to 5% per year until the earlier of: .. the date we determine the death benefit; or .. the first day of the month following the oldest Contract owner's or, if the Contract owner is not a living person, the Annuitant's 80th birthday, or the first day of the 61st month following the Rider Date, whichever is later. The withdrawal adjustment is equal to (a) divided by (b), and the result multiplied by (c) where: (a) = the withdrawal amount, (b) = is the Contract Value immediately prior to the withdrawal, and (c) = is the most recently calculated Enhanced Death Benefit B. After age 80, or the first day of the 61st month following the Rider Date, whichever is later, we will recalculate the Enhanced Death Benefit B only for purchase payments and withdrawals. SPOUSAL CONTINUATION UNDER ALLSTATE PROVIDER ADVANTAGE CONTRACTS. If you elected the Enhanced Death Benefit Rider, and your spouse continues the Contract as described above, the Enhanced Death Benefit Rider and the mortality and expense risk charge for this Rider will terminate if your spouse is over age 80 on the date the Contract is continued. If the Enhanced Death Benefit Rider does continue, then the following conditions will apply: .. The Contract Value on the date the Contract is continued will equal the death benefit amount; .. Enhanced Death Benefit A will continue to be recalculated for purchase payments, withdrawals, and on Contract Anniversaries after the date the Contract is continued until the earlier of: 1. the first Contract Anniversary after the oldest new Owner's 80th birthday. After age 80, the Enhanced Death Benefit A will be recalculated only for purchase payments and withdrawals; or 2. the date we determine the death benefit; unless the deceased Owner was age 80 or older on the date of death. In this case, the Enhanced Death Benefit A will be recalculated only for purchase payments and withdrawals after the date the Contract is continued. 31 PROSPECTUS

.. The amount of the Enhanced Death Benefit B as of the date the Contract is continued and any subsequent purchase payments and less any subsequent withdrawal adjustments will accumulate daily at a rate equivalent to 5% per year after the date the Contract is continued, until the earlier of: 1. the first day of the month following the oldest new Owner's 80th birthday. After age 80, the Enhanced Death Benefit B will be recalculated only for purchase payments and withdrawals; or 2. the date we determine the death benefit; unless the deceased Owner was age 80 or older on the date of death. In this case, the Enhanced Death Benefit B will be recalculated only for purchase payments and withdrawals after the date the Contract is continued. SPOUSAL CONTINUATION UNDER ALLSTATE PROVIDER ULTRA CONTRACTS. If you elected the Enhanced Death Benefit Rider, and your spouse continues the Contract as described above, on the date the Contract is continued, the Rider Date will be reset to the date the Contract is continued. For purposes of calculating future death benefits, your spouse's age on this new Rider Date will be used to determine applicable death benefit amounts. ENHANCED EARNINGS DEATH BENEFIT RIDER For Contract owners and Annuitants up to and including age 75 as of the Rider Application Date, the Enhanced Earnings Death Benefit Rider is an optional benefit that you may elect. The Rider may not be available in all states. We may discontinue the offering of the Rider at any time. If we do not receive a complete request for settlement of the death benefit within 180 days of the date of death, the Enhanced Death Benefit will not apply and the death benefit is equal to the greater of: 1) the Contract Value as of the date we determine the death benefit, or 2) the Settlement Value as of the date we determine the death benefit. If the Contract owner is a living person, the Enhanced Earnings Death Benefit Rider applies only upon the death of the Contract owner. If the Contract owner is not a living individual, the Enhanced Earnings Death Benefit Rider applies only upon the death of the Annuitant. If the Owner is a living person, the Enhanced Earnings Death Benefit is payable and the Rider will terminate and the annual charge for the Rider will cease upon the death of the Owner, unless the Contract and Rider are continued as permitted by a surviving spouse, as described below. If the Owner is a non-living person, the Enhanced Earnings Death Benefit is payable and the Rider will terminate and the annual charge for the Rider will cease upon the death of the Annuitant. The Enhanced Earnings Death Benefit Rider and the annual charge for the rider will terminate: .. when the Contract owner is changed for reasons other than death; .. if your spouse continues the Contract as described below and your spouse is over age 75 on the date the Contract is continued, (or if your spouse elects to terminate the Rider); .. if the Contract owner is a non-living person, when the Annuitant is changed for reasons other than death or when the Annuitant dies; or .. on the Payout Start Date. ALLSTATE PROVIDER ADVANTAGE CONTRACTS: Under the Enhanced Earnings Death Benefit Rider, if the oldest Contract owner (or the Annuitant if the Contract owner is a non-living person) is age 55 or younger on the Rider Application Date, the death benefit is increased by: .. The lesser of 80% of In-Force Premium (excluding purchase payments made after the Rider Date and in the twelve month period immediately preceding the death of the Owner, or Annuitant if the Owner is a non-living person), or 40% of In-Force Earnings, calculated as of the date we receive due proof of death. If the oldest Contract owner (or the Annuitant if the Contract owner is a non-living person) is between the ages of 56 and 65 on the Rider Application Date, the death benefit is increased by: .. The lesser of 60% of In-Force Premium (Excluding purchase payments made after the Rider Date and in the twelve month period immediately preceding the death of the Owner, or annuitant is the Owner is a non-living person), or 30% of In-Force Earnings. If the oldest Contract owner (or the Annuitant if the Contract owner is a non-living person) is between the ages of 66 and 75 on the Rider Application Date, the death benefit is increased by: .. The lesser of 40% of In-Force Premium (excluding purchase payments made after the Rider Application Date and in the twelve month period immediately preceding the death of the Owner, or Annuitant if the Owner is a non-living person), or 20% of In-Force Earnings, calculated as of the date we receive due proof of death. ALLSTATE PROVIDER ULTRA CONTRACTS: Under the Enhanced Earnings Death Benefit Rider, if the oldest Contract owner (or the Annuitant if the Contract owner is a non-living person) is age 55 or younger on the Rider Application Date, the death benefit is increased by: .. 40% of the lesser of 200% of In-Force Premium (excluding purchase payments made in the 12-month period immediately preceding the date of death) or the In-Force Earnings. ("In-Force Earnings" are 32 PROSPECTUS

referred to as "Death Benefit Earnings" in the ALLSTATE PROVIDER ULTRA CONTRACTS, but we use the term "In-Force Earnings" in this prospectus for convenience). If the oldest Contract owner (or the Annuitant if the Contract owner is a non-living person) is between the ages of 56 and 65 on the Rider Application Date, the death benefit is increased by: .. 30% of the lesser of 200% of the In-Force Premium (excluding purchase payments made in the 12-month period immediately preceding the date of death) or the In-Force Earnings. If the oldest Contract owner (or the Annuitant if the Contract owner is a non-living person) is between the ages of 66 and 75 on the Rider Application Date, the death benefit is increased by: .. 20% of the lesser of 200% of the In-Force Premium (excluding purchase payments made in the 12-month period immediately preceding the date of death) or the In-Force earnings. BOTH CONTRACTS: For purpose of calculating the Enhanced Earnings Death Benefit, the following definitions apply: In-Force Premium equals the Contract Value on the Rider Date plus all purchase payments made after the Rider Date less the sum of all Excess-of-Earnings Withdrawals after the Rider Date. If the Rider Date is the same as the Issue Date, then the Contract Value on the Rider Date is equal to your initial purchase payment. In-Force Earnings equal the Contract Value minus the In-Force Premium. The In-Force Earnings amount will never be less than zero. An Excess-of-Earnings Withdrawal is the amount of a withdrawal in excess of the In-Force Earnings in the Contract immediately prior to the withdrawal. We will calculate the Enhanced Earnings Death Benefit Rider as of the date we receive a complete request for settlement of the death benefit. We will pay the Enhanced Earnings Death Benefit with the death benefit as described under "Death Benefit Payments" below. SPOUSAL CONTINUATION. If you elected the Enhanced Earnings Death Benefit Rider, and your spouse continues the Contract as described below, the Enhanced Earnings Death Benefit Rider and the annual charge for this Option will terminate if the oldest new Contract owner is over age 75 on the date the Contract is continued, or if your spouse elects to terminate the Rider. If the Enhanced Earnings Death Benefit Rider is not terminated, on the date the Contract is continued, the Rider Date for this Rider will be reset to the date the Contract is continued ("new Rider Date"). The age of the surviving spouse (oldest Contract owner for ALLSTATE PROVIDER ADVANTAGE CONTRACTS) on the new Rider Date will be used to determine the Enhanced Earnings Death Benefit after the new Rider Date. Also, the age of the surviving spouse (oldest Contract owner for ALLSTATE PROVIDER ADVANTAGE CONTRACTS) on the new Rider Date will be used to determine the annual charge for the Rider after the new Rider Date. The value of the Enhanced Earnings Death Benefit largely depends on the amount of earnings that accumulate under your Contract. If you expect to withdraw the earnings from your Contract Value, electing the Enhanced Earnings Death Benefit Rider may not be appropriate. For purposes of calculating the Enhanced Earnings Death Benefit, earnings are considered to be withdrawn first before purchase payments. Your financial advisor can help you decide if the Enhanced Earnings Death Benefit Rider is right for you. For examples of how the death benefit is calculated under the Enhanced Earnings Death Benefit Rider, see Appendix C. DEATH BENEFIT PAYMENTS If the sole new Contract Owner is your spouse, the new Contract Owner may: 1) elect to receive the death benefit in a lump sum, or 2) elect to apply the death benefit to an Income Plan. Payments from the Income Plan must begin within one year of the date of death and must be payable throughout: .. the life of the new Contract Owner; .. for a guaranteed number of payments from 5 to 50 years, but not to exceed the life expectancy of the new Contract Owner; or .. over the life of the new Contract Owner with a guaranteed number of payments from 5 to 30 years but not to exceed the life expectancy of the new Contract Owner. If your spouse does not elect one of the options above the Contract will continue in the Accumulation Phase as if the death had not occurred. If the contract is continued in the Accumulation Phase, the following conditions apply: On the date the Contract is continued, the Contract Value will equal the amount of the death benefit as determined as of the end of the Valuation Date on which we received a complete request for settlement of the death benefit (the next Valuation Date, if we receive the request after 3:00 p.m. Central Time). Unless otherwise instructed by the continuing spouse, the excess, if any, of the death benefit over the Contract Value will be allocated to the Sub-Accounts of the Variable Account. This excess will be allocated in proportion to your Contract Value in those Sub-Accounts as of the end of the Valuation Date on which we receive the complete request for settlement of the death benefit (the next Valuation Date, if we receive the request after 3:00 p.m. Central Time), except that any portion of this excess 33 PROSPECTUS

attributable to the Fixed Account Options will be allocated to the Money Market Variable Sub-Account. Within 30 days of the date the Contract is continued, your surviving spouse may choose one of the following transfer alternatives without incurring a transfer fee: (i) transfer all or a portion of the excess among the Variable Sub-Accounts; (ii) transfer all or a portion of the excess into the Guarantee Maturity Fixed Account and begin a new Guarantee Period; or (iii) transfer all or a portion of the excess into a combination of Variable Sub-Accounts and the Guarantee Maturity Fixed Account. Any such transfer does not count as one of the free transfers allowed each Contract Year and is subject to any minimum allocation amount specified in your Contract. The surviving spouse may make a single withdrawal of any amount within one year of the date of your death without incurring a Market Value Adjustment or withdrawal charge. Only one spousal continuation is allowed under this Contract. Prior to the Payout Start Date, the death benefit of the continued Contract will be as described under Death Benefit Amount above. If the new Contract Owner is not your spouse but is a living person, or if there are multiple living persons new Contract Owners the new Contract Owner may: 1) elect to receive the death benefit in a lump sum, or 2) elect to apply the death benefit to an Income Plan. Payments from the Income Plan must begin within one year of the date of death and must be payable throughout: .. the life of the new Contract Owner; .. for a guaranteed number of payments from 5 to 50 years, but not to exceed the life expectancy of the new Contract Owner; or .. over the life of the new Contract Owner with a guaranteed number of payments from 5 to 30 years but not to exceed the life expectancy of the new Contract Owner. If the new Contract Owner does not elect one of the options above then the new Contract Owner must receive the Contract Value payable within 5 years of your date of death. The Contract Value will equal the amount of the death benefit as determined as of the end of the Valuation Date on which we receive the complete request for settlement of the death benefit (the next Valuation Date, if we receive the request after 3:00 p.m. Central Time). Unless otherwise instructed by the new Contract Owner, the excess, if any, of the death benefit over the Contract Value will be allocated to the Money Market Variable Sub-Account. The new Contract Owner may exercise all rights as set forth in the Transfers section of the Contract during this 5 year period. No additional purchase payments may be added to the Contract under this election. Any withdrawal charges applicable under ALLSTATE PROVIDER ULTRA CONTRACTS will be waived for any withdrawals made during this 5 year period; however, amounts withdrawn may be subject to a Market Value Adjustment. If the new Contract Owner dies prior to the receiving all of the Contract Value, then the new Contract Owner's named beneficiary(ies) will receive the greater of the Settlement Value or the remaining Contract Value. This amount must be received as a lump sum within 5 years of the date of the original Contract Owner's death. If the new Contract Owner is a corporation, trust, or other non- living person: (a) The new Contract Owner may elect to receive the death benefit in a lump sum; or (b) If the new Contract Owner does not elect the option above, then the new Contract Owner must receive the Contract Value payable within 5 years of your date of death. The Contract Value will equal the amount of the death benefit as determined as of the end of the Valuation Date on which we receive the complete request for settlement of the death benefit (the next Valuation Date, if we receive the request after 3:00 p.m. Central Time). Unless otherwise instructed by the new Contract Owner, the excess, if any, of the death benefit over the Contract Value will be allocated to the Money Market Variable Sub-Account. The new Contract Owner may exercise all rights as set forth in the Transfers provision of the Contract during this 5 year period. No additional purchase payments may be added to the Contract under this election. Any withdrawal charges applicable under ALLSTATE PROVIDER ULTRA CONTRACTS will be waived during this 5 year period. We reserve the right to offer additional options upon the death of the Contract Owner. If any new Contract Owner is a non-living person, all new Contract Owners will be considered to be non-living persons for the above purposes. Under any of these options, all ownership rights, subject to any restrictions previously placed upon the Beneficiary, are available to the new Contract Owner from the date of your death to the date on which the death benefit is paid. DEATH OF ANNUITANT If the Annuitant who is not also the Contract owner dies prior to the Payout Start Date and the Contract owner is a living person, then the Contract will continue with a new Annuitant as described in the Annuitant provision above. 34 PROSPECTUS

If the Annuitant who is not also the Contract owner dies prior to the Payout Start Date and the Contract owner is a non-living person, the following apply: (a) The Contract owner may elect to receive the death benefit in a lump sum; or (b) If the Contract owner does not elect the above option, then the Contract Owner must receive the Contract Value payable within 5 years of the Annuitant's date of death. The Contract Value will equal the amount of the death benefit as determined as of the end of the Valuation Date on which we receive the complete request for settlement of the death benefit (the next Valuation Date, if we receive the request after 3:00 p.m. Central Time). Unless otherwise instructed by the Contract owner, the excess, if any, of the death benefit over the Contract Value will be allocated to the Money Market Variable Sub-Account. The Contract owner may then exercise all rights as set forth in the Transfers provision of the Contract during this 5 year period. No additional purchase payments may be added to the Contract under this election. Any withdrawal charges applicable under ALLSTATE PROVIDER ULTRA CONTRACTS will be waived during this 5 year period; however, amounts withdrawn may be subject to a Market Value Adjustment. We reserve the right to offer additional options upon the death of the Annuitant. Under any of these options, all ownership rights are available to the non-living Contract Owner from the date of the Annuitant's death to the date on which the death benefit is paid. MORE INFORMATION - -------------------------------------------------------------------------------- ALLSTATE LIFE Allstate Life is the issuer of the Contract. Allstate Life was organized in 1957 is a stock life insurance company under the laws of the state of Illinois. Prior to January 1, 2005, Glenbrook Life and Annuity Company ("Glenbrook") issued the Contract. Effective January 1, 2005, Glenbrook merged with Allstate Life ("Merger"). On the date of the Merger, Allstate acquired from Glenbrook all of the Glenbrook's assets and became directly liable for Glenbrook's liabilities and obligations with respect to all contracts issued by Glenbrook. Allstate Life is a wholly owned subsidiary of Allstate Insurance Company, a stock property-liability insurance company organized under the laws of the state of Illinois. All of the capital stock issued and outstanding of Allstate Insurance Company is owned by The Allstate Corporation. Allstate Life is licensed to operate in the District of Columbia, Puerto Rico, and all jurisdictions except the state of New York. We intend to offer the Contract in those jurisdictions in which we are licensed. Our home office is located at 3100 Sanders Road, Northbrook, Illinois 60062. THE VARIABLE ACCOUNT Allstate Life established the Allstate Financial Advisors Separate Account I in 1999. The Contracts were previously issued through the Glenbrook Life Multi-Manager Variable Account. Effective January 1, 2005, Glenbrook Life Multi-Manager Variable Account and Glenbrook Life and Annuity Separate Account A combined with Allstate Financial Advisors Separate Account I and consolidated duplicative Variable Sub-Accounts that invest in the same Portfolio (the "Consolidation"). The Accumulation Unit Values for the Variable Sub-Accounts in which you invest did not change as a result of the Consolidation, and your Contract Value immediately after the Consolidation was the same as the value immediately before the Consolidation. We have registered the Variable Account with the SEC as a unit investment trust. The SEC does not supervise the management of the Variable Account or Allstate Life. We own the assets of the Variable Account. The Variable Account is a segregated asset account under Illinois insurance law. That means we account for the Variable Account's income, gains, and losses separately from the results of our other operations. It also means that only the assets of the Variable Account that are in excess of the reserves and other Contract liabilities with respect to the Variable Account are subject to liabilities relating to our other operations. Our obligations arising under the Contracts are general corporate obligations of Allstate Life. The Variable Account consists of multiple Variable Sub-Accounts, each of which are available under the Contract. We may add new Variable Sub-Accounts or eliminate one or more of them, if we believe marketing, tax, or investment conditions so warrant. We do not guarantee the investment performance of the Variable Account, its Sub-Accounts or the Portfolios. We may use the Variable Account to fund our other annuity contracts. We will account separately for each type of annuity contract funded by the Variable Account THE PORTFOLIOS DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS. We automatically reinvest all dividends and capital gains distributions from the Portfolios in shares of the distributing Portfolio at their net asset value. VOTING PRIVILEGES. As a general matter, you do not have a direct right to vote the shares of the Portfolios held by the Variable Sub-Accounts to which you have allocated your Contract Value. Under current law, however, you are 35 PROSPECTUS

entitled to give us instructions on how to vote those shares on certain matters. Based on our present view of the law, we will vote the shares of the Portfolios that we hold directly or indirectly through the Variable Account in accordance with instructions that we receive from Contract owners entitled to give such instructions. As a general rule, before the Payout Start Date, the Contract owner or anyone with a voting interest is the person entitled to give voting instructions. The number of shares that a person has a right to instruct will be determined by dividing the Contract Value allocated to the applicable Variable Sub-Account by the net asset value per share of the corresponding Portfolio as of the record date of the meeting. After the Payout Start Date the person receiving income payments has the voting interest. The payee's number of votes will be determined by dividing the reserve for such Contract allocated to the applicable Variable Sub-Account by the net asset value per share of the corresponding Portfolio. The votes decrease as income payments are made and as the reserves for the Contract decrease. We will vote shares attributable to Contracts for which we have not received instructions, as well as shares attributable to us, in the same proportion as we vote shares for which we have received instructions, unless we determine that we may vote such shares in our own discretion. We will apply voting instructions to abstain on any item to be voted upon on a pro-rata basis to reduce the votes eligible to be cast. We reserve the right to vote Portfolio shares as we see fit without regard to voting instructions to the extent permitted by law. If we disregard voting instructions, we will include a summary of that action and our reasons for that action in the next semi-annual financial report we send to you. CHANGES IN PORTFOLIOS. If the shares of any of the Portfolios are no longer available for investment by the Variable Account or if, in our judgment, further investment in such shares is no longer desirable in view of the purposes of the Contract, we may eliminate that Portfolio and substitute shares of another eligible investment fund. Any substitution of securities will comply with the requirements of the Investment Company Act of 1940. We also may add new Variable Sub-Accounts that invest in additional mutual funds. We will notify you in advance of any change. CONFLICTS OF INTEREST. Certain of the Portfolios sell their shares to separate accounts underlying both variable life insurance and variable annuity contracts. It is conceivable that in the future it may be unfavorable for variable life insurance separate accounts and variable annuity separate accounts to invest in the same Portfolio. The boards of directors of these Portfolios monitor for possible conflicts among separate accounts buying shares of the Portfolios. Conflicts could develop for a variety of reasons. For example, differences in treatment under tax and other laws or the failure by a separate account to comply with such laws could cause a conflict. To eliminate a conflict, a Portfolio's board of directors may require a separate account to withdraw its participation in a Portfolio. A Portfolio's net asset value could decrease if it had to sell investment securities to pay redemption proceeds to a separate account withdrawing because of a conflict. Allstate does not pay ALFS a commission for distribution of the Contracts. The underwriting agreement with ALFS provides that we will reimburse ALFS for any liability to Contract owners arising out of services rendered or Contracts issued. ADMINISTRATION. We have primary responsibility for all administration of the Contracts and the Variable Account. We provide the following administrative services, among others: .. issuance of the Contracts; .. maintenance of Contract owner records; .. Contract owner services; .. calculation of unit values; .. maintenance of the Variable Account; and .. preparation of Contract owner reports. We will send you Contract statements and transaction confirmations at least annually. You should notify us promptly in writing of any address change. You should read your statements and confirmations carefully and verify their accuracy. You should contact us promptly if you have a question about a periodic statement. We will investigate all complaints and make any necessary adjustments retroactively, but you must notify us of a potential error within a reasonable time after the date of the questioned statement. If you wait too long, we reserve the right to make the adjustment as of the date that we receive notice of the potential error. We also will provide you with additional periodic and other reports, information and prospectuses as may be required by federal securities laws. NON-QUALIFIED ANNUITIES HELD WITHIN A QUALIFIED PLAN If you use the Contract within an employer sponsored qualified retirement plan, the plan may impose different or additional conditions or limitations on withdrawals, waivers of withdrawal charges, death benefits, Payout Start Dates, income payments, and other Contract features. In addition, adverse tax consequences may result if qualified plan limits on distributions and other conditions are not met. Please consult your qualified plan administrator for more information. Allstate Life and Annuity Company no longer issues deferred annuities to employer sponsored qualified retirement plans. LEGAL MATTERS All matters of state insurance law pertaining to the Contracts, including the validity of the Contracts and 36 PROSPECTUS

Allstate's right to issue such Contracts under state insurance law, have been passed upon by Michael J. Velotta, General Counsel of Allstate. 37 PROSPECTUS

ANNUAL REPORTS AND OTHER DOCUMENTS - -------------------------------------------------------------------------------- Allstate Life's annual report on Form 10-K for the year ended December 31, 2003 and its Form 10-Q reports for the quarters ended March 31, 2004, June 30, 2004, and September 30, 2004 are incorporated herein by reference, which means that they are legally a part of this prospectus. After the date of this prospectus and before we terminate the offering of the securities under this prospectus, all documents or reports we file with the SEC under the Exchange Act are also incorporated herein by reference, which means that they also legally become a part of this prospectus. Statements in this prospectus, or in documents that we file later with the SEC and that legally become a part of this prospectus, may change or supersede statements in other documents that are legally part of this prospectus. Accordingly, only the statement that is changed or replaced will legally be a part of this prospectus. We file our Exchange Act documents and reports, including our annual and quarterly reports on Form 10-K and Form 10-Q electronically on the SEC's "EDGAR" system using the identifying number CIK No. 0000352736. The SEC maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the site is http://www.sec.gov. You also can view these materials at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. For more information on the operations of SEC's Public Reference Room, call 1-800-SEC-0330. If you have received a copy of this prospectus, and would like a free copy of any document incorporated herein by reference (other than exhibits not specifically incorporated by reference into the text of such documents), please write or call us at 2940 S. 84TH STREET, LINCOLN, NE 68506-4142 (telephone: 1-800-755-5275). 44 PROSPECTUS

APPENDIX A ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH VARIABLE SUB-ACCOUNT SINCE CONTRACTS WERE FIRST OFFERED/+/ (BASE CONTRACT)/1/ - -------------------------------------------------------------------------------- The following tables show the Accumulation Unit Values for each of the Variable Sub-Accounts for base Contracts without any optional benefit and Contracts with the Enhanced Death Benefit and Income Benefit. These two tables represent the lowest and highest combination of charges that effect Accumulation Unit Values available under the Contracts. The Statement of Additional Information, which is available upon request without charge, contains the Accumulation Unit Values for Contracts with each other optional benefit, or available combination thereof. Please contact us at 1-800-755-5275 to obtain a copy of the Statement of Additional Information. ALLSTATE PROVIDER ADVANTAGE CONTRACTS FOR THE YEARS BEGINNING JANUARY 1/+/ AND ENDING DECEMBER 31,(September 30 for 2004) VARIABLE SUB-ACCOUNTS 2001 2002 2003 2004 AIM V.I. BALANCED-SERIES I Accumulation Unit Value, Beginning of Period $10.000 $11.292 $ 9.216 $10.557 Accumulation Unit Value, End of Period $11.292 $ 9.216 $10.557 $10.487 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. CAPITAL APPRECIATION-SERIES I Accumulation Unit Value, Beginning of Period $10.000 $12.619 $ 9.397 $11.983 Accumulation Unit Value, End of Period $12.619 $ 9.397 $11.983 $11.476 Number of Units Outstanding, End of Period 1,667 2,284 2,118 2,115 AIM V.I. CORE EQUITY-SERIES I Accumulation Unit Value, Beginning of Period $10.000 $12.391 $10.298 $12.614 Accumulation Unit Value, End of Period $12.391 $10.298 $12.614 $12.640 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. GROWTH -SERIES I Accumulation Unit Value, Beginning of Period $10.000 $11.629 $ 7.903 $10.211 Accumulation Unit Value, End of Period $11.629 $ 7.903 $10.211 $ 9.875 Number of Units Outstanding, End of Period 0 0 0 0 ------------------------------------ AIM V.I. HIGH YIELD -SERIES I Accumulation Unit Value, Beginning of Period $10.000 $10.573 $ 9.802 $12.356 Accumulation Unit Value, End of Period $10.573 $ 9.802 $12.356 $12.969 Number of Units Outstanding, End of Period 0 442 560 561 AIM V.I. PREMIER EQUITY -SERIES I Accumulation Unit Value, Beginning of Period $10.000 $11.853 $ 8.138 $10.021 Accumulation Unit Value, End of Period $11.853 $ 8.138 $10.021 $ 9.655 Number of Units Outstanding, End of Period 1,836 3,537 3,100 3,083 FEDERATED PRIME MONEY FUND II Accumulation Unit Value, Beginning of Period $10.000 $10.016 $ 9.999 $ 9.912 Accumulation Unit Value, End of Period $10.016 $ 9.999 $ 9.912 $ 9.843 Number of Units Outstanding, End of Period 846 1,954 486 486 FIDELITY VIP CONTRAFUND/(R)/ -SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $11.452 $10.168 $12.833 Accumulation Unit Value, End of Period $11.452 $10.168 $12.833 $13.387 Number of Units Outstanding, End of Period 0 793 793 792 - ------------------------------------------------------------------------------------------------------------------------- FIDELITY VIP EQUITY-INCOME -SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $11.703 $ 9.545 $12.219 Accumulation Unit Value, End of Period $11.703 $ 9.545 $12.219 $12.304 Number of Units Outstanding, End of Period 180 4,978 4,673 4,648 FIDELITY VIP GROWTH -SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $12.424 $ 8.525 $11.125 Accumulation Unit Value, End of Period $12.424 $ 8.525 $11.125 $10.457 Number of Units Outstanding, End of Period 1,314 2,524 1,659 1,653 45 PROSPECTUS

ALLSTATE PROVIDER ADVANTAGE CONTRACTS FOR THE YEARS BEGINNING JANUARY 1/+/ AND ENDING DECEMBER 31,(September 30 for 2004) VARIABLE SUB-ACCOUNTS 2001 2002 2003 2004 - ---------------------------------------------------------------------------------------------------------------------- FIDELITY VIP HIGH INCOME -SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $10.165 $10.337 $12.900 Accumulation Unit Value, End of Period $10.165 $10.337 $12.900 $13.321 Number of Units Outstanding, End of Period 0 0 0 0 FIDELITY VIP INDEX 500 PORTFOLIO -SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $11.870 $ 9.063 $11.429 Accumulation Unit Value, End of Period $11.870 $ 9.063 $11.429 $11.426 Number of Units Outstanding, End of Period 58 2,399 2,313 2,258 FIDELITY VIP OVERSEAS PORTFOLIO -SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $11.653 $ 9.125 $12.851 Accumulation Unit Value, End of Period $11.653 $ 9.125 $12.851 $12.604 Number of Units Outstanding, End of Period 676 1,439 1,210 1,210 FTVIP TEMPLETON GLOBAL INCOME SECURITIES - CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 9.957 $11.876 $14.315 Accumulation Unit Value, End of Period $ 9.957 $11.876 $14.315 $14.729 Number of Units Outstanding, End of Period 0 0 0 0 FTVIP TEMPLETON GROWTH SECURITIES - CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $11.839 $ 9.500 $12.359 Accumulation Unit Value, End of Period $11.839 $ 9.500 $12.359 $12.736 Number of Units Outstanding, End of Period 0 2,112 1,502 1,501 MFS EMERGING GROWTH - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $12.752 $ 8.304 $10.622 Accumulation Unit Value, End of Period $12.752 $ 8.304 $10.622 $10.363 Number of Units Outstanding, End of Period 0 221 209 202 MFS INVESTORS TRUST - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $11.545 $ 8.962 $10.750 Accumulation Unit Value, End of Period $11.545 $ 8.962 $10.750 $10.671 Number of Units Outstanding, End of Period 0 1,539 1,538 1,537 MFS NEW DISCOVERY - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $13.155 $ 8.832 $11.603 Accumulation Unit Value, End of Period $13.155 $ 8.832 $11.603 $10.664 Number of Units Outstanding, End of Period 355 1,202 944 972 MFS RESEARCH - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $11.948 $ 8.855 $10.842 Accumulation Unit Value, End of Period $11.948 $ 8.855 $10.842 $10.978 Number of Units Outstanding, End of Period 0 730 794 794 MFS UTILITIES - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $10.020 $ 7.606 $10.151 Accumulation Unit Value, End of Period $10.020 $ 7.606 $10.151 $11.297 Number of Units Outstanding, End of Period 35 747 676 632 OPPENHEIMER AGGRESSIVE GROWTH Accumulation Unit Value, Beginning of Period $10.000 $11.554 $ 8.214 $10.156 Accumulation Unit Value, End of Period $11.554 $ 8.214 $10.156 $10.689 Number of Units Outstanding, End of Period 182 1,538 1,537 1,535 OPPENHEIMER BALANCED/(1)/ Accumulation Unit Value, Beginning of Period $10.000 $11.184 $ 9.866 $12.137 Accumulation Unit Value, End of Period $11.184 $ 9.866 $12.137 $12.248 Number of Units Outstanding, End of Period 0 4,364 4,326 4,033 OPPENHEIMER CAPITAL APPRECIATION Accumulation Unit Value, Beginning of Period $10.000 $12.235 $ 8.810 $11.357 Accumulation Unit Value, End of Period $12.235 $ 8.810 $11.357 $11.053 Number of Units Outstanding, End of Period 576 4,510 3,833 3,819 OPPENHEIMER GLOBAL SECURITIES Accumulation Unit Value, Beginning of Period $10.000 $12.373 $ 9.485 $13.355 Accumulation Unit Value, End of Period $12.373 $ 9.485 $13.355 $13.528 Number of Units Outstanding, End of Period 82 517 516 515 46 PROSPECTUS

ALLSTATE PROVIDER ADVANTAGE CONTRACTS FOR THE YEARS BEGINNING JANUARY 1/+/ AND ENDING DECEMBER 31,(September 30 for 2004) VARIABLE SUB-ACCOUNTS 2001 2002 2003 2004 - ----------------------------------------------------------------------------------------------------------------------- OPPENHEIMER MAIN STREET Accumulation Unit Value, Beginning of Period $10.000 $11.480 $ 9.178 $11.450 Accumulation Unit Value, End of Period $11.480 $ 9.178 $11.450 $11.383 Number of Units Outstanding, End of Period 2.061 8,915 7,786 7,751 OPPENHEIMER STRATEGIC BOND Accumulation Unit Value, Beginning of Period $10.000 $10.384 $10.984 $12.768 Accumulation Unit Value, End of Period $10.384 $10.984 $12.768 $13.082 Number of Units Outstanding, End of Period 0 1,146 832 807 PUTNAM VT DISCOVERY GROWTH - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $12.955 $ 8.981 $11.672 Accumulation Unit Value, End of Period $12.955 $ 8.981 $11.672 $10.987 Number of Units Outstanding, End of Period 0 2,173 1,529 1,541 PUTNAM VT DIVERSIFIED INCOME - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $10.190 $10.624 $12.557 Accumulation Unit Value, End of Period $10.190 $10.624 $12.557 $13.065 Number of Units Outstanding, End of Period 68 3,663 3,490 3,462 ------------------ PUTNAM VT GROWTH AND INCOME - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $11.385 $ 9.080 $11.387 Accumulation Unit Value, End of Period $11.385 $ 9.080 $11.387 $11.493 Number of Units Outstanding, End of Period 0 131 0 0 PUTNAM VT GROWTH OPPORTUNITIES - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $12.249 $ 8.503 $10.301 Accumulation Unit Value, End of Period $12.249 $ 8.503 $10.301 $ 9.605 Number of Units Outstanding, End of Period 0 1,402 1,401 1,400 PUTNAM VT HEALTH SCIENCES - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $11.053 $ 8.668 $10.103 Accumulation Unit Value, End of Period $11.053 $ 8.668 $10.103 $ 9.876 Number of Units Outstanding, End of Period 0 361 388 391 PUTNAM VT NEW VALUE - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $11.856 $ 9.851 $12.848 Accumulation Unit Value, End of Period $11.856 $ 9.851 $12.848 $13.312 Number of Units Outstanding, End of Period 0 3,078 2,252 2,252 ------------------ STI CLASSIC CAPITAL APPRECIATION Accumulation Unit Value, Beginning of Period $10.000 $12.146 $ 9.340 $10.892 Accumulation Unit Value, End of Period $12.146 $ 9.340 $10.892 $10.639 Number of Units Outstanding, End of Period 0 2,720 2,716 2,710 ------------------ STI CLASSIC GROWTH AND INCOME Accumulation Unit Value, Beginning of Period $10.000 $11.675 $ 9.127 $11.366 Accumulation Unit Value, End of Period $11.675 $ 9.127 $11.366 $11.677 Number of Units Outstanding, End of Period 0 96 96 96 STI CLASSIC INTERNATIONAL EQUITY Accumulation Unit Value, Beginning of Period $10.000 $11.261 $ 9.026 $12.202 Accumulation Unit Value, End of Period $11.261 $ 9.026 $12.202 $12.584 Number of Units Outstanding, End of Period 0 0 0 0 STI CLASSIC INVESTMENT GRADE BOND Accumulation Unit Value, Beginning of Period $10.000 $ 9.949 $10.519 $10.721 Accumulation Unit Value, End of Period $ 9.949 $10.519 $10.721 $10.907 Number of Units Outstanding, End of Period 70 4,156 4,101 4,055 STI CLASSIC MID-CAP EQUITY Accumulation Unit Value, Beginning of Period $10.000 $12.960 $ 9.129 $11.659 Accumulation Unit Value, End of Period $12.960 $ 9.129 $11.659 $11.932 Number of Units Outstanding, End of Period 308 3,247 2,613 2,605 STI CLASSIC SMALL CAP VALUE EQUITY Accumulation Unit Value, Beginning of Period $10.000 $12.108 $11.778 $16.053 Accumulation Unit Value, End of Period $12.108 $11.778 $16.053 $17.364 Number of Units Outstanding, End of Period 1,066 3,129 2,616 2,604 47 PROSPECTUS

ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH VARIABLE SUB-ACCOUNT SINCE CONTRACTS WERE FIRST OFFERED/+/ (WITH THE INCOME BENEFIT AND ENHANCED DEATH BENEFIT RIDERS) - -------------------------------------------------------------------------------- ALLSTATE PROVIDER ADVANTAGE CONTRACTS FOR THE YEARS BEGINNING JANUARY 1/+/ AND ENDING DECEMBER 31,(September 30 for 2004) VARIABLE SUB-ACCOUNTS 2001 2002 2003 2004 ------------------ AIM V.I. BALANCED-SERIES I Accumulation Unit Value, Beginning of Period $10.000 $11.276 $ 9.156 $10.436 Accumulation Unit Value, End of Period $11.276 $ 9.156 $10.436 $10.326 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. CAPITAL APPRECIATION-SERIES I Accumulation Unit Value, Beginning of Period $10.000 $12.601 $ 9.336 $11.844 Accumulation Unit Value, End of Period $12.601 $ 9.336 $11.844 $11.300 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. CORE EQUITY-SERIES I Accumulation Unit Value, Beginning of Period $10.000 $12.374 $10.231 $12.469 Accumulation Unit Value, End of Period $12.374 $10.231 $12.469 $12.447 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. GROWTH -SERIES I Accumulation Unit Value, Beginning of Period $10.000 $11.613 $ 7.852 $10.094 Accumulation Unit Value, End of Period $11.613 $ 7.852 $10.094 $ 9.724 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. HIGH YIELD -SERIES I Accumulation Unit Value, Beginning of Period $10.000 $10.558 $ 9.738 $12.213 Accumulation Unit Value, End of Period $10.558 $ 9.738 $12.213 $12.771 Number of Units Outstanding, End of Period 0 0 0 0 AIM V.I. PREMIER EQUITY -SERIES I Accumulation Unit Value, Beginning of Period $10.000 $11.836 $ 8.085 $ 9.906 Accumulation Unit Value, End of Period $11.836 $ 8.085 $ 9.906 $ 9.507 Number of Units Outstanding, End of Period 0 0 0 0 FEDERATED PRIME MONEY FUND II Accumulation Unit Value, Beginning of Period $10.000 $10.002 $ 9.934 $ 9.797 Accumulation Unit Value, End of Period $10.002 $ 9.934 $ 9.797 $ 9.692 Number of Units Outstanding, End of Period 14,453 14,453 0 0 FIDELITY VIP CONTRAFUND/(R)/ -SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $11.409 $10.102 $12.685 Accumulation Unit Value, End of Period $11.409 $10.102 $12.685 $13.182 Number of Units Outstanding, End of Period 575 575 574 0 - ------------------------------------------------------------------------------------------------------------------------- FIDELITY VIP EQUITY-INCOME -SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $11.686 $ 9.483 $12.078 Accumulation Unit Value, End of Period $11.686 $ 9.483 $12.078 $12.116 Number of Units Outstanding, End of Period 0 616 608 0 FIDELITY VIP GROWTH -SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $12.406 $ 8.470 $10.997 Accumulation Unit Value, End of Period $12.406 $ 8.470 $10.997 $10.297 Number of Units Outstanding, End of Period 0 0 0 0 FIDELITY VIP HIGH INCOME -SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $10.150 $10.270 $12.751 Accumulation Unit Value, End of Period $10.150 $10.270 $12.751 $13.117 Number of Units Outstanding, End of Period 0 0 0 0 49 PROSPECTUS

ALLSTATE PROVIDER ADVANTAGE CONTRACTS FOR THE YEARS BEGINNING JANUARY 1/+/ AND ENDING DECEMBER 31,(September 30 for 2004) VARIABLE SUB-ACCOUNTS 2001 2002 2003 2004 - ---------------------------------------------------------------------------------------------------------------------- FIDELITY VIP INDEX 500 PORTFOLIO -SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $11.854 $ 9.004 $11.297 Accumulation Unit Value, End of Period $11.854 $ 9.004 $11.297 $11.251 Number of Units Outstanding, End of Period 0 0 0 0 FIDELITY VIP OVERSEAS PORTFOLIO -SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $11.637 $ 9.066 $12.702 Accumulation Unit Value, End of Period $11.637 $ 9.066 $12.702 $12.412 Number of Units Outstanding, End of Period 0 0 0 0 FTVIP TEMPLETON GLOBAL INCOME SECURITIES - CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 9.943 $11.799 $14.150 Accumulation Unit Value, End of Period $ 9.943 $11.799 $14.150 $14.504 Number of Units Outstanding, End of Period 0 0 0 0 FTVIP TEMPLETON GROWTH SECURITIES - CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $11.822 $ 9.438 $12.216 Accumulation Unit Value, End of Period $11.822 $ 9.438 $12.216 $12.542 Number of Units Outstanding, End of Period 0 0 0 0 MFS EMERGING GROWTH - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $12.734 $ 8.250 $10.500 Accumulation Unit Value, End of Period $12.734 $ 8.250 $10.500 $10.204 Number of Units Outstanding, End of Period 0 0 0 0 MFS INVESTORS TRUST - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $11.529 $ 8.904 $10.626 Accumulation Unit Value, End of Period $11.529 $ 8.904 $10.626 $10.508 Number of Units Outstanding, End of Period 0 0 0 0 MFS NEW DISCOVERY - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $13.137 $ 8.775 $11.469 Accumulation Unit Value, End of Period $13.137 $ 8.775 $11.469 $10.501 Number of Units Outstanding, End of Period 0 0 0 0 MFS RESEARCH - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $11.932 $ 8.798 $10.717 Accumulation Unit Value, End of Period $11.932 $ 8.798 $10.717 $10.810 Number of Units Outstanding, End of Period 0 0 0 0 MFS UTILITIES - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $10.006 $ 7.556 $10.034 Accumulation Unit Value, End of Period $10.006 $ 7.556 $10.034 $11.124 Number of Units Outstanding, End of Period 0 0 0 0 OPPENHEIMER AGGRESSIVE GROWTH Accumulation Unit Value, Beginning of Period $10.000 $11.538 $ 8.161 $10.039 Accumulation Unit Value, End of Period $11.538 $ 8.161 $10.039 $10.525 Number of Units Outstanding, End of Period 0 0 0 0 OPPENHEIMER BALANCED/(1)/ Accumulation Unit Value, Beginning of Period $10.000 $11.169 $ 9.802 $11.997 Accumulation Unit Value, End of Period $11.169 $ 9.802 $11.997 $12.061 Number of Units Outstanding, End of Period 0 0 0 0 OPPENHEIMER CAPITAL APPRECIATION Accumulation Unit Value, Beginning of Period $10.000 $12.217 $ 8.752 $11.226 Accumulation Unit Value, End of Period $12.217 $ 8.752 $11.226 $10.884 Number of Units Outstanding, End of Period 0 1,291 1,266 0 OPPENHEIMER GLOBAL SECURITIES Accumulation Unit Value, Beginning of Period $10.000 $12.356 $ 9.423 $13.201 Accumulation Unit Value, End of Period $12.356 $ 9.423 $13.201 $13.321 Number of Units Outstanding, End of Period 0 0 0 0 OPPENHEIMER MAIN STREET Accumulation Unit Value, Beginning of Period $10.000 $11.464 $ 9.118 $11.318 Accumulation Unit Value, End of Period $11.464 $ 9.118 $11.318 $11.209 Number of Units Outstanding, End of Period 0 0 0 0 50 PROSPECTUS

ALLSTATE PROVIDER ADVANTAGE CONTRACTS FOR THE YEARS BEGINNING JANUARY 1/+/ AND ENDING DECEMBER 31,(September 30 for 2004) VARIABLE SUB-ACCOUNTS 2001 2002 2003 2004 - -------------------------------------------------------------------------------------------------------------------------- OPPENHEIMER STRATEGIC BOND Accumulation Unit Value, Beginning of Period $10.000 $10.369 $10.913 $12.621 Accumulation Unit Value, End of Period $10.369 $10.913 $12.621 $12.882 Number of Units Outstanding, End of Period 0 0 0 0 PUTNAM VT DISCOVERY GROWTH - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $12.936 $ 8.923 $11.537 Accumulation Unit Value, End of Period $12.936 $ 8.923 $11.537 $10.819 Number of Units Outstanding, End of Period 0 0 0 0 PUTNAM VT DIVERSIFIED INCOME - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $10.175 $10.555 $12.412 Accumulation Unit Value, End of Period $10.175 $10.555 $12.412 $12.865 Number of Units Outstanding, End of Period 0 0 0 0 PUTNAM VT GROWTH AND INCOME - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $11.369 $ 9.021 $11.256 Accumulation Unit Value, End of Period $11.369 $ 9.021 $11.256 $11.317 Number of Units Outstanding, End of Period 0 0 0 0 PUTNAM VT GROWTH OPPORTUNITIES - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $12.232 $ 8.448 $10.183 Accumulation Unit Value, End of Period $12.232 $ 8.448 $10.183 $ 9.458 Number of Units Outstanding, End of Period 0 0 0 0 PUTNAM VT HEALTH SCIENCES - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $11.037 $ 8.612 $ 9.986 Accumulation Unit Value, End of Period $11.037 $ 8.612 $ 9.986 $ 9.725 Number of Units Outstanding, End of Period 587 586 585 0 PUTNAM VT NEW VALUE - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $11.840 $ 9.787 $12.700 Accumulation Unit Value, End of Period $11.840 $ 9.787 $12.700 $13.108 Number of Units Outstanding, End of Period 0 0 0 0 STI CLASSIC CAPITAL APPRECIATION Accumulation Unit Value, Beginning of Period $10.000 $12.129 $ 9.280 $10.766 Accumulation Unit Value, End of Period $12.129 $ 9.280 $10.766 $10.477 Number of Units Outstanding, End of Period 0 0 0 0 STI CLASSIC GROWTH AND INCOME Accumulation Unit Value, Beginning of Period $10.000 $11.659 $ 9.068 $11.235 Accumulation Unit Value, End of Period $11.659 $ 9.068 $11.235 $11.499 Number of Units Outstanding, End of Period 0 0 0 0 STI CLASSIC INTERNATIONAL EQUITY Accumulation Unit Value, Beginning of Period $10.000 $11.245 $ 8.967 $12.061 Accumulation Unit Value, End of Period $11.245 $ 8.967 $12.061 $12.392 Number of Units Outstanding, End of Period 0 0 0 0 STI CLASSIC INVESTMENT GRADE BOND Accumulation Unit Value, Beginning of Period $10.000 $ 9.935 $10.451 $10.597 Accumulation Unit Value, End of Period $ 9.935 $10.451 $10.597 $10.740 Number of Units Outstanding, End of Period 0 0 0 0 STI CLASSIC MID-CAP EQUITY Accumulation Unit Value, Beginning of Period $10.000 $12.942 $ 9.070 $11.525 Accumulation Unit Value, End of Period $12.942 $ 9.070 $11.525 $11.750 Number of Units Outstanding, End of Period 514 514 513 0 STI CLASSIC SMALL CAP VALUE EQUITY Accumulation Unit Value, Beginning of Period $10.000 $11.820 $11.702 $15.868 Accumulation Unit Value, End of Period $11.820 $11.702 $15.868 $17.099 Number of Units Outstanding, End of Period 0 0 541 0 STI CLASSIC VALUE INCOME STOCK Accumulation Unit Value, Beginning of Period $10.000 $11.616 $ 9.445 $11.391 Accumulation Unit Value, End of Period $11.616 $ 9.445 $11.391 $11.903 Number of Units Outstanding, End of Period 0 1,239 1,268 0 51 PROSPECTUS

+ The Contracts and all of the Variable Sub-Accounts were first offered under the Contracts on September 21, 2001. The Accumulation Unit Values in this table reflect a Mortality and Expense Risk Charge of 1.95% and Administrative Expense Charge of 0.10%. (1) Effective May 1, 2004, the Oppenheimer Multiple Strategies Fund/VA changed its name to the Oppenheimer Balanced Fund/VA. We made a corresponding change in the name of the Variable Sub-Account that invests in that Portfolio. 52 PROSPECTUS

ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH VARIABLE SUB-ACCOUNT SINCE CONTRACTS WERE FIRST OFFERED/+/ (BASE CONTRACT) - -------------------------------------------------------------------------------- ALLSTATE PROVIDER ULTRA CONTRACTS FOR THE YEARS BEGINNING JANUARY 1/+/ AND ENDING DECEMBER 31, (September 30 for 2004) VARIABLE SUB-ACCOUNTS 2001 2002 2003 2004 AIM V.I. BALANCED-SERIES I Accumulation Unit Value, Beginning of Period $ 10.000 $ 9.121 $ 7.459 $ 8.563 Accumulation Unit Value, End of Period $ 9.121 $ 7.459 $ 8.563 $ 8.519 Number of Units Outstanding, End of Period 17,262 42,779 45,589 44,117 AIM V.I. CAPITAL APPRECIATION-SERIES I Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.61 $ 6.470 $ 8.267 Accumulation Unit Value, End of Period $ 8.61 $ 6.470 $ 8.267 $ 7.930 Number of Units Outstanding, End of Period 7,675 16,768 14,128 15,603 AIM V.I. CORE EQUITY-SERIES I Accumulation Unit Value, Beginning of Period $ 10.000 $ 10.000 $ 7.076 $ 8.685 Accumulation Unit Value, End of Period $ 10.000 $ 7.076 $ 8.685 $ 8.716 Number of Units Outstanding, End of Period 6,837 11,578 14,469 14,612 AIM V.I. GROWTH -SERIES I Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.395 $ 5.717 $ 7.401 Accumulation Unit Value, End of Period $ 8.395 $ 5.717 $ 7.401 $ 7.168 Number of Units Outstanding, End of Period 14,481 16,296 20,778 25,310 AIM V.I. HIGH YIELD -SERIES I Accumulation Unit Value, Beginning of Period $ 10.000 $ 9.444 $ 8.773 $ 11.081 Accumulation Unit Value, End of Period $ 9.444 $ 8.773 $ 11.081 $ 11.649 Number of Units Outstanding, End of Period 6,926 10,386 13,738 12,380 AIM V.I. PREMIER EQUITY -SERIES I Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.853 $ 6.090 $ 7.515 Accumulation Unit Value, End of Period $ 8.853 $ 6.090 $ 7.515 $ 7.252 Number of Units Outstanding, End of Period 11,756 24,783 37,906 60,695 FEDERATED PRIME MONEY FUND II Accumulation Unit Value, Beginning of Period $ 10.000 $ 10.109 $ 10.113 $ 10.045 Accumulation Unit Value, End of Period $ 10.109 $ 10.113 $ 10.045 $ 9.990 Number of Units Outstanding, End of Period 25,597 130,131 109,114 100,017 FIDELITY VIP CONTRAFUND/(R)/ -SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $ 10.000 $ 9.456 $ 8.440 $ 10.674 Accumulation Unit Value, End of Period $ 9.456 $ 8.440 $ 10.674 $ 11.152 Number of Units Outstanding, End of Period 17.056 47,759 51,098 53,615 - ------------------------------------------------------------------------------------------------------------------------------ FIDELITY VIP EQUITY-INCOME -SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $ 10.000 $ 9.370 $ 7.658 $ 9.824 Accumulation Unit Value, End of Period $ 9.370 $ 7.658 $ 9.824 $ 9.907 Number of Units Outstanding, End of Period 35,300 122,842 133,904 128,458 FIDELITY VIP GROWTH -SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.681 $ 5.969 $ 7.805 Accumulation Unit Value, End of Period $ 8.681 $ 5.969 $ 7.805 $ 7.347 Number of Units Outstanding, End of Period 13,066 55,960 53,130 52,166 FIDELITY VIP HIGH INCOME -SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $ 10.000 $ 9.016 $ 9.188 $ 11.489 Accumulation Unit Value, End of Period $ 9.016 $ 9.188 $ 11.489 $ 11.882 Number of Units Outstanding, End of Period 2,936 14,304 43,267 47,393 FIDELITY VIP INDEX 500 PORTFOLIO -SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $ 10.000 $ 9.041 $ 6.917 $ 8.740 Accumulation Unit Value, End of Period $ 9.041 $ 6.917 $ 8.740 $ 8.751 Number of Units Outstanding, End of Period 26,457 75,946 72,748 73,590 53 PROSPECTUS

ALLSTATE PROVIDER ULTRA CONTRACTS FOR THE YEARS BEGINNING JANUARY 1/+/ AND ENDING DECEMBER 31, (September 30 for 2004) VARIABLE SUB-ACCOUNTS 2001 2002 2003 2004 - --------------------------------------------------------------------------------------------------------------------------------- FIDELITY VIP OVERSEAS PORTFOLIO -SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.045 $ 6.313 $ 8.908 Accumulation Unit Value, End of Period $ 8.045 $ 6.313 $ 8.908 $ 8.751 Number of Units Outstanding, End of Period 1,796 2,408 2,496 2,877 FTVIP TEMPLETON GLOBAL INCOME SECURITIES - CLASS 2 Accumulation Unit Value, Beginning of Period $ 10.000 $ 10.431 $ 12.467 $ 15.058 Accumulation Unit Value, End of Period $ 10.431 $ 12.467 $ 15.058 $ 15.517 Number of Units Outstanding, End of Period 1,263 4,668 7,170 10,076 FTVIP TEMPLETON GROWTH SECURITIES - CLASS 2 Accumulation Unit Value, Beginning of Period $ 10.000 $ 9.716 $ 7.812 $ 10.184 Accumulation Unit Value, End of Period $ 9.716 $ 7.812 $ 10.184 $ 10.511 Number of Units Outstanding, End of Period 3,102 2,414 5,016 6,744 MFS EMERGING GROWTH - SERVICE CLASS Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.158 $ 5.323 $ 6.823 Accumulation Unit Value, End of Period $ 8.158 $ 5.323 $ 6.823 $ 6.666 Number of Units Outstanding, End of Period 8,841 21,444 25,357 23,060 MFS INVESTORS TRUST - SERVICE CLASS Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.843 $ 6.878 $ 8.267 Accumulation Unit Value, End of Period $ 8.843 $ 6.878 $ 8.267 $ 8.219 Number of Units Outstanding, End of Period 16,089 27,727 26,096 26,490 MFS NEW DISCOVERY - SERVICE CLASS Accumulation Unit Value, Beginning of Period $ 10.000 $ 9.619 $ 6.471 $ 8.518 Accumulation Unit Value, End of Period $ 9.619 $ 6.471 $ 8.518 $ 7.841 Number of Units Outstanding, End of Period 5,451 52,548 55,148 58,658 MFS RESEARCH - SERVICE CLASS Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.458 $ 6.281 $ 7.707 Accumulation Unit Value, End of Period $ 8.458 $ 6.281 $ 7.707 $ 7.815 Number of Units Outstanding, End of Period 6,555 20,274 18,639 18,908 MFS UTILITIES - SERVICE CLASS Accumulation Unit Value, Beginning of Period $ 10.000 $ 7.546 $ 5.739 $ 7.676 Accumulation Unit Value, End of Period $ 7.546 $ 5.739 $ 7.676 $ 8.555 Number of Units Outstanding, End of Period 33,039 39,745 40,053 23,482 OPPENHEIMER AGGRESSIVE GROWTH Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.833 $ 6.292 $ 7.796 Accumulation Unit Value, End of Period $ 8.833 $ 6.292 $ 7.796 $ 8.217 Number of Units Outstanding, End of Period 19,725 70,033 69,523 66,087 OPPENHEIMER BALANCED/(1)/ Accumulation Unit Value, Beginning of Period $ 10.000 $ 9.610 $ 8.494 $ 10.471 Accumulation Unit Value, End of Period $ 9.610 $ 8.494 $ 10.471 $ 10.583 Number of Units Outstanding, End of Period 24.,078 80,326 86,138 72,697 OPPENHEIMER CAPITAL APPRECIATION Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.693 $ 6.272 $ 8.102 Accumulation Unit Value, End of Period $ 8.693 $ 6.272 $ 8.102 $ 7.897 Number of Units Outstanding, End of Period 67,547 161,093 173,075 161,289 OPPENHEIMER GLOBAL SECURITIES Accumulation Unit Value, Beginning of Period $ 10.000 $ 9.314 $ 7.154 $ 10.094 Accumulation Unit Value, End of Period $ 9.314 $ 7.154 $ 10.094 $ 10.240 Number of Units Outstanding, End of Period 12,351 41,764 43,440 45,461 OPPENHEIMER MAIN STREET Accumulation Unit Value, Beginning of Period $ 10.000 $ 9.171 $ 7.346 $ 9.183 Accumulation Unit Value, End of Period $ 9.171 $ 7.346 $ 9.183 $ 9.143 Number of Units Outstanding, End of Period 44,958 112,400 118,783 118,055 OPPENHEIMER STRATEGIC BOND Accumulation Unit Value, Beginning of Period $ 10.000 $ 10.250 $ 10.864 $ 12.654 Accumulation Unit Value, End of Period $ 10.250 $ 10.864 $ 12.654 $ 12.986 Number of Units Outstanding, End of Period 22,387 94,592 117,277 98,141 54 PROSPECTUS

ALLSTATE PROVIDER ULTRA CONTRACTS FOR THE YEARS BEGINNING JANUARY 1/+/ AND ENDING DECEMBER 31, (September 30 for 2004) VARIABLE SUB-ACCOUNTS 2001 2002 2003 2004 - -------------------------------------------------------------------------------------------------------------------------------- PUTNAM VT DISCOVERY GROWTH - CLASS IB Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.060 $ 5.600 $ 7.292 Accumulation Unit Value, End of Period $ 8.060 $ 5.600 $ 7.292 $ 6.874 Number of Units Outstanding, End of Period 12,089 52,612 56,019 53,986 PUTNAM VT DIVERSIFIED INCOME - CLASS IB Accumulation Unit Value, Beginning of Period $ 10.000 $ 10.106 $ 10.558 $ 12.504 Accumulation Unit Value, End of Period $ 10.106 $ 10.558 $ 12.504 $ 13.030 Number of Units Outstanding, End of Period 11,853 23,667 25,695 22,587 PUTNAM VT GROWTH AND INCOME - CLASS IB Accumulation Unit Value, Beginning of Period $ 10.000 $ 9.217 $ 7.366 $ 9.257 Accumulation Unit Value, End of Period $ 9.217 $ 7.366 $ 9.257 $ 9.357 Number of Units Outstanding, End of Period 25,624 34,780 36,428 35,237 PUTNAM VT GROWTH OPPORTUNITIES - CLASS IB Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.065 $ 5.610 $ 6.810 Accumulation Unit Value, End of Period $ 8.065 $ 5.610 $ 6.810 $ 6.359 Number of Units Outstanding, End of Period 3,456 697 2,958 2,955 PUTNAM VT HEALTH SCIENCES - CLASS IB Accumulation Unit Value, Beginning of Period $ 10.000 $ 9.662 $ 7.592 $ 8.867 Accumulation Unit Value, End of Period $ 9.662 $ 7.592 $ 8.867 $ 8.681 Number of Units Outstanding, End of Period 10,884 38,840 36,639 36,764 PUTNAM VT NEW VALUE - CLASS IB Accumulation Unit Value, Beginning of Period $ 10.000 $ 9.574 $ 7.971 $ 10.417 Accumulation Unit Value, End of Period $ 9.574 $ 7.971 $ 10.417 $ 10.810 Number of Units Outstanding, End of Period 10,667 23,289 25,332 22,428 STI CLASSIC CAPITAL APPRECIATION Accumulation Unit Value, Beginning of Period $ 10.000 $ 9.492 $ 7.314 $ 8.546 Accumulation Unit Value, End of Period $ 9.492 $ 7.314 $ 8.546 $ 8.361 Number of Units Outstanding, End of Period 3,007 57,261 58,701 55,898 STI CLASSIC GROWTH AND INCOME Accumulation Unit Value, Beginning of Period $ 10.000 $ 9.453 $ 7.405 $ 9.240 Accumulation Unit Value, End of Period $ 9.453 $ 7.405 $ 9.240 $ 9.507 Number of Units Outstanding, End of Period 3,400 23,116 21,949 28,285 STI CLASSIC INTERNATIONAL EQUITY Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.635 $ 6.935 $ 9.395 Accumulation Unit Value, End of Period $ 8.635 $ 6.935 $ 9.395 $ 9.704 Number of Units Outstanding, End of Period 962 8,014 8,665 17,712 STI CLASSIC INVESTMENT GRADE BOND Accumulation Unit Value, Beginning of Period $ 10.000 $ 10.337 $ 10.952 $ 11.185 Accumulation Unit Value, End of Period $ 10.337 $ 10.952 $ 11.185 $ 11.396 Number of Units Outstanding, End of Period 30,005 85,658 100,416 86,360 STI CLASSIC MID-CAP EQUITY Accumulation Unit Value, Beginning of Period $ 10.000 $ 10.303 $ 7.272 $ 9.306 Accumulation Unit Value, End of Period $ 10.303 $ 7.272 $ 9.306 $ 9.539 Number of Units Outstanding, End of Period 5,019 22,866 25,014 25,060 STI CLASSIC SMALL CAP VALUE EQUITY Accumulation Unit Value, Beginning of Period $ 10.000 $ 10.938 $ 10.661 $ 14.560 Accumulation Unit Value, End of Period $ 10.938 $ 10.661 $ 14.560 $ 15.774 Number of Units Outstanding, End of Period 12,295 50,763 52,179 50,461 55 PROSPECTUS

ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH VARIABLE SUB-ACCOUNT SINCE CONTRACTS WERE FIRST OFFERED/+/ (WITH THE INCOME BENEFIT AND ENHANCED DEATH BENEFIT RIDERS) - -------------------------------------------------------------------------------- ALLSTATE PROVIDER ULTRA CONTRACTS FOR THE YEARS BEGINNING JANUARY 1/+ /AND ENDING DECEMBER 31,(September 30 for 2004) VARIABLE SUB-ACCOUNTS 2001 2002 2003 2004 AIM V.I. BALANCED-SERIES I Accumulation Unit Value, Beginning of Period $10.000 $ 9.090 $ 7.396 $ 8.447 Accumulation Unit Value, End of Period $ 9.090 $ 7.396 $ 8.447 $ 8.372 Number of Units Outstanding, End of Period 2,006 6,967 6,504 6,880 AIM V.I. CAPITAL APPRECIATION-SERIES I Accumulation Unit Value, Beginning of Period $10.000 $ 8.642 $ 6.416 $ 8.156 Accumulation Unit Value, End of Period $ 8.642 $ 6.416 $ 8.156 $ 7.793 Number of Units Outstanding, End of Period 16,080 14,710 14,332 4,994 AIM V.I. CORE EQUITY-SERIES I Accumulation Unit Value, Beginning of Period $10.000 $10.000 $ 7.016 $ 8.568 Accumulation Unit Value, End of Period $10.000 $ 7.016 $ 8.568 $ 8.566 Number of Units Outstanding, End of Period 16,782 17,669 16,401 6,980 AIM V.I. GROWTH -SERIES I Accumulation Unit Value, Beginning of Period $10.000 $ 8.367 $ 5.668 $ 7.302 Accumulation Unit Value, End of Period $ 8.367 $ 5.668 $ 7.302 $ 7.045 Number of Units Outstanding, End of Period 13,911 12,843 11,421 2,596 AIM V.I. HIGH YIELD -SERIES I Accumulation Unit Value, Beginning of Period $10.000 $ 9.412 $ 8.699 $10.932 Accumulation Unit Value, End of Period $ 9.412 $ 8.699 $10.932 $11.448 Number of Units Outstanding, End of Period 479 95 1,407 4,855 AIM V.I. PREMIER EQUITY -SERIES I Accumulation Unit Value, Beginning of Period $10.000 $ 8.823 $ 6.039 $ 7.414 Accumulation Unit Value, End of Period $ 8.823 $ 6.039 $ 7.414 $ 7.127 Number of Units Outstanding, End of Period 22,170 21,759 22,150 12,449 FEDERATED PRIME MONEY FUND II Accumulation Unit Value, Beginning of Period $10.000 $10.075 $10.027 $ 9.909 Accumulation Unit Value, End of Period $10.075 $10.027 $ 9.909 $ 9.818 Number of Units Outstanding, End of Period 28,939 42,669 29,245 645 FIDELITY VIP CONTRAFUND/(R)/ -SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 9.433 $ 8.369 $10.530 Accumulation Unit Value, End of Period $ 9.433 $ 8.369 $10.530 $10.960 Number of Units Outstanding, End of Period 5,676 15,127 16,008 17,144 - -------------------------------------------------------------------------------------------------------------------------- FIDELITY VIP EQUITY-INCOME -SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 9.339 $ 7.593 $ 9.691 Accumulation Unit Value, End of Period $ 9.339 $ 7.593 $ 9.691 $ 9.736 Number of Units Outstanding, End of Period 16,281 23,563 25,998 28,652 FIDELITY VIP GROWTH -SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 8.651 $ 5.918 $ 7.699 Accumulation Unit Value, End of Period $ 8.651 $ 5.918 $ 7.699 $ 7.221 Number of Units Outstanding, End of Period 2,064 3,739 4,874 3,235 FIDELITY VIP HIGH INCOME -SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 8.986 $ 9.110 $11.334 Accumulation Unit Value, End of Period $ 8.986 $ 9.110 $11.334 $11.677 Number of Units Outstanding, End of Period 5,100 2,565 2,345 5,647 57 PROSPECTUS

ALLSTATE PROVIDER ULTRA CONTRACTS FOR THE YEARS BEGINNING JANUARY 1/+ /AND ENDING DECEMBER 31,(September 30 for 2004) VARIABLE SUB-ACCOUNTS 2001 2002 2003 2004 - ----------------------------------------------------------------------------------------------------------------------------- FIDELITY VIP INDEX 500 PORTFOLIO -SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 9.010 $ 6.858 $ 8.623 Accumulation Unit Value, End of Period $ 9.010 $ 6.858 $ 8.623 $ 8.601 Number of Units Outstanding, End of Period 9,098 20,543 24,750 23,760 FIDELITY VIP OVERSEAS PORTFOLIO -SERVICE CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 8.018 $ 6.260 $ 8.788 Accumulation Unit Value, End of Period $ 8.018 $ 6.260 $ 8.788 $ 8.600 Number of Units Outstanding, End of Period 0 0 0 0 FTVIP TEMPLETON GLOBAL INCOME SECURITIES - CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $10.396 $12.362 $14.855 Accumulation Unit Value, End of Period $10.396 $12,362 $14.855 $15.250 Number of Units Outstanding, End of Period 0 393 671 9,677 FTVIP TEMPLETON GROWTH SECURITIES - CLASS 2 Accumulation Unit Value, Beginning of Period $10.000 $ 9.683 $ 7.746 $10.047 Accumulation Unit Value, End of Period $ 9.683 $ 7.746 $10.047 $10.330 Number of Units Outstanding, End of Period 102 17,855 23,874 44,932 MFS EMERGING GROWTH - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $ 8.130 $ 5.278 $ 6.731 Accumulation Unit Value, End of Period $ 8.130 $ 5.278 $ 6.731 $ 6.551 Number of Units Outstanding, End of Period 13,429 12,446 14,843 14,817 MFS INVESTORS TRUST - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $ 8.813 $ 6.820 $ 8.156 Accumulation Unit Value, End of Period $ 8.813 $ 6.820 $ 8.156 $ 8.078 Number of Units Outstanding, End of Period 4,190 7,183 6,574 6,193 MFS NEW DISCOVERY - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $ 9.586 $ 6.416 $ 8.403 Accumulation Unit Value, End of Period $ 9.586 $ 6.416 $ 8.403 $ 7.706 Number of Units Outstanding, End of Period 683 20,924 28,388 28,038 MFS RESEARCH - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $ 8.430 $ 6.228 $ 7.603 Accumulation Unit Value, End of Period $ 8.430 $ 6.228 $ 7.603 $ 7.680 Number of Units Outstanding, End of Period 936 1,721 1,688 1,654 MFS UTILITIES - SERVICE CLASS Accumulation Unit Value, Beginning of Period $10.000 $ 7.520 $ 5.691 $ 7.573 Accumulation Unit Value, End of Period $ 7.520 $ 5.691 $ 7.573 $ 8.408 Number of Units Outstanding, End of Period 7,254 4,806 4,255 7,111 OPPENHEIMER AGGRESSIVE GROWTH Accumulation Unit Value, Beginning of Period $10.000 $ 8.803 $ 6.239 $ 7.691 Accumulation Unit Value, End of Period $ 8.803 $ 6.239 $ 7.691 $ 8.076 Number of Units Outstanding, End of Period 6,136 7,550 8,776 8,551 OPPENHEIMER BALANCED/(1)/ Accumulation Unit Value, Beginning of Period $10.000 $ 9.577 $ 8.422 $10.330 Accumulation Unit Value, End of Period $ 9.577 $ 8.422 $10.330 $10.401 Number of Units Outstanding, End of Period 2,422 17,298 22,120 30,762 OPPENHEIMER CAPITAL APPRECIATION Accumulation Unit Value, Beginning of Period $10.000 $ 8.663 $ 6.219 $ 7.993 Accumulation Unit Value, End of Period $ 8.663 $ 6.219 $ 7.993 $ 7.761 Number of Units Outstanding, End of Period 13,792 51,734 61,645 61,012 OPPENHEIMER GLOBAL SECURITIES Accumulation Unit Value, Beginning of Period $10.000 $ 9.282$ $ 7.094 $ 9.958 Accumulation Unit Value, End of Period $ 9.282 $ 7.094 $ 9.958 $10.064 Number of Units Outstanding, End of Period 2,830 4,281 4,584 2,868 OPPENHEIMER MAIN STREET Accumulation Unit Value, Beginning of Period $10.000 $ 9.140 $ 7.284 $ 9.060 Accumulation Unit Value, End of Period $ 9.140 $ 7.284 $ 9.060 $ 8.986 Number of Units Outstanding, End of Period 12,659 18,076 19,388 17,638 58 PROSPECTUS

ALLSTATE PROVIDER ULTRA CONTRACTS FOR THE YEARS BEGINNING JANUARY 1/+ /AND ENDING DECEMBER 31,(September 30 for 2004) VARIABLE SUB-ACCOUNTS 2001 2002 2003 2004 - ------------------------------------------------------------------------------------------------------------------------------ OPPENHEIMER STRATEGIC BOND Accumulation Unit Value, Beginning of Period $10.000 $10.215 $10.772 $12.484 Accumulation Unit Value, End of Period $10.215 10.772 $12.484 $12.762 Number of Units Outstanding, End of Period 6,083 11,280 6,872 8,737 PUTNAM VT DISCOVERY GROWTH - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $ 8.033 $ 5.552 $ 7.193 Accumulation Unit Value, End of Period $ 8.033 $ 5.552 $ 7.193 $ 6.756 Number of Units Outstanding, End of Period 7,867 10,595 10,547 9,874 PUTNAM VT DIVERSIFIED INCOME - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $10.072 $10.469 $12.336 Accumulation Unit Value, End of Period $10.072 $10.469 $12.336 $12.806 Number of Units Outstanding, End of Period 0 538 1,064 794 PUTNAM VT GROWTH AND INCOME - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $ 9.186 $ 7.304 $ 9.132 Accumulation Unit Value, End of Period $ 9.186 $ 7.304 $ 9.132 $ 9.196 Number of Units Outstanding, End of Period 642 175 0 0 PUTNAM VT GROWTH OPPORTUNITIES - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $ 8.037 $ 5.562 $ 6.718 Accumulation Unit Value, End of Period $ 8.037 $ 5.562 $ 6.718 $ 6.249 Number of Units Outstanding, End of Period 0 0 0 0 PUTNAM VT HEALTH SCIENCES - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $ 9.629 $ 7.528 $ 8.748 Accumulation Unit Value, End of Period $ 9.629 $ 7.528 $ 8.748 $ 8.532 Number of Units Outstanding, End of Period 11,843 8,032 7,760 7,620 PUTNAM VT NEW VALUE - CLASS IB Accumulation Unit Value, Beginning of Period $10.000 $ 9.542 $ 7.904 $10.277 Accumulation Unit Value, End of Period $ 9.542 $ 7.904 $10.277 $10.624 Number of Units Outstanding, End of Period 0 0 923 923 STI CLASSIC CAPITAL APPRECIATION Accumulation Unit Value, Beginning of Period $10.000 $ 9.460 $ 7.252 $ 8.431 Accumulation Unit Value, End of Period $ 9.460 $ 7.252 $ 8.431 $ 8.217 Number of Units Outstanding, End of Period 293 22,090 19,339 18,394 STI CLASSIC GROWTH AND INCOME Accumulation Unit Value, Beginning of Period $10.000 $ 9.421 $ 7.342 $ 9.115 Accumulation Unit Value, End of Period $ 9.421 $ 7.342 $ 9.115 $ 9.343 Number of Units Outstanding, End of Period 1,830 8,158 5,441 5,013 STI CLASSIC INTERNATIONAL EQUITY Accumulation Unit Value, Beginning of Period $10.000 $ 8.606 $ 6.877 $ 9.268 Accumulation Unit Value, End of Period $ 8.606 $ 6.877 $ 9.268 $ 9.537 Number of Units Outstanding, End of Period 0 0 0 2,785 STI CLASSIC INVESTMENT GRADE BOND Accumulation Unit Value, Beginning of Period $10.000 $10.302 $10.860 $11.034 Accumulation Unit Value, End of Period $10.302 $10.860 $11.034 $11.200 Number of Units Outstanding, End of Period 2,966 20,300 17,659 5,176 STI CLASSIC MID-CAP EQUITY Accumulation Unit Value, Beginning of Period $10.000 $10.268 $ 7.210 $ 9.181 Accumulation Unit Value, End of Period $10.268 $ 7.210 $ 9.181 $ 9.374 Number of Units Outstanding, End of Period 592 17,585 19,063 18,608 STI CLASSIC SMALL CAP VALUE EQUITY Accumulation Unit Value, Beginning of Period $10.000 $10.901 $10.571 $14.364 Accumulation Unit Value, End of Period $10.901 $10.571 $14.364 $15.502 Number of Units Outstanding, End of Period 4,362 6,001 6,354 6,034 STI CLASSIC VALUE INCOME STOCK Accumulation Unit Value, Beginning of Period $10.000 $ 9.509 $ 7.747 $ 9.362 Accumulation Unit Value, End of Period $ 9.509 $ 7.747 $ 9.362 $ 9.798 Number of Units Outstanding, End of Period 3,040 24,545 28,223 32,881 59 PROSPECTUS

+ The Contracts and all of the Variable Sub-Accounts were first offered under the Contracts on May 1, 2001. The Accumulation Unit Values in this table reflect a Mortality and Expense Risk Charge of 1.75% and Administrative Expense Charge of 0.10%. (1) Effective May 1, 2004, the Oppenheimer Multiple Strategies Fund/VA changed its name to the Oppenheimer Balanced Fund/VA. We made a corresponding change in the name of the Variable Sub-Account that invests in that Portfolio. 60 PROSPECTUS

APPENDIX B MARKET VALUE ADJUSTMENT EXAMPLES - -------------------------------------------------------------------------------- The Market Value Adjustment is based on the following: I = the Treasury Rate for a maturity equal to the Guarantee Period for the week preceding the establishment of the Guarantee Period. N = the number of whole and partial years from the date we receive the withdrawal, transfer, or death benefit request, or from the Payout Start Date to the end of the Guarantee Period. J = the Treasury Rate for a maturity equal to the Guarantee Period for the week preceding the receipt of the withdrawal, transfer, death benefit, or income payment request.* Treasury Rate means the U.S. Treasury Note Constant Maturity yield as reported in Federal Reserve Board Statistical Release H.15. *If a U.S. Treasury Note ("Note") with a maturity of the Guarantee Period is not available, we will determine an appropriate interest rate based on an interpolation of the next shortest duration and next longest duration Notes. The Market Value Adjustment factor is determined from the following formula: .9 X [I-(J + .0025)] X N To determine the Market Value Adjustment, we will multiply the Market Value Adjustment factor by the amount transferred, withdrawn (in excess of the Free Withdrawal Amount), paid as a death benefit, or applied to an Income Plan from a Guarantee Period at any time other than during the 30 day period after such Guarantee Period expires. 61 PROSPECTUS

EXAMPLES OF MARKET VALUE ADJUSTMENT - -------------------------------------------------------------------------------- Purchase Payment: $10,000 allocated to a Guarantee Period Guarantee Period: 5 years Interest Rate: 4.50% Full Surrender: End of Contract Year 3 NOTE: These examples assume that premium taxes are not applicable. Step 1. Calculate Contract $10,000.00 X (1.045)/3/ = $11,411.66 Value at End of Contract Year 3: Step 2. Calculate the Free .15 X ($10,000.00) = $1,500.00 Withdrawal Amount: Step 3. Calculate the Market I = 4.5% Value Adjustment: J = 4.2% N = 730 days =2 -------- 365 days Market Value Adjustment Factor: .9 X [I - (J + .0025)] X N = .9 X [.045 - (.042 + .0025)] X 2 = .0009 Market Value Adjustment = Market Value Adjustment Factor X Amount Subject to Market Value Adjustment: = .0009 X ($11,411.66 - $1,500.00) = $8.92 Step 4. Calculate the amount received by a Contract owner as $11,411.66 + $8.92 = $11,420.58 a result of full withdrawal at the end of Contract Year 3: EXAMPLE 1 FOR ALLSTATE PROVIDER ADVANTAGE CONTRACTS (ASSUMES DECLINING INTEREST RATES) EXAMPLE 2: FOR ALLSTATE PROVIDER ADVANTAGE CONTRACTS (ASSUMES RISING INTEREST RATES) Step 1. Calculate Contract $10,000.00 X (1.045)/3 /= $11,411.66 Value at End of Contract Year 3: Step 2. Calculate the Free .15 X ($10,000.00) = $1,500.00 Withdrawal Amount: Step 3. Calculate the Market I = 4.5% Value Adjustment: J = 4.8% N = 730 days =2 -------- 365 days Market Value Adjustment Factor: .9 X [I - (J + .0025)] X N = .9 X [.045 - (.048 + .0025)] X 2 = -.0099 Market Value Adjustment = Market Value Adjustment Factor X Amount Subject to Market Value Adjustment: = -.0099 X ($11,411.66 - $1,500.00) = -$98.13 Step 4. Calculate the amount received by a Contract owner as $11,411.66 - $98.13 = $11,313.53 a result of full withdrawal at the end of Contract Year 3: 62 PROSPECTUS

EXAMPLE 3: FOR ALLSTATE PROVIDER ULTRA CONTRACTS (ASSUMES DECLINING INTEREST RATES) Step 1. Calculate Contract Value $10,000.00 X (1.045)/3 /= $11,411.66 at End of Contract Year 3: Step 2. Calculate the Free .15 X ($10,000.00) = $1,500.00 Withdrawal Amount: Step 3. Calculate the Withdrawal = .06 X ($10,000 - $1,500) = $510.00 Charge: Step 4. Calculate the Market I = 4.50% Value Adjustment: J = 4.20% N = 730 days =2 -------- 365 days Market Value Adjustment Factor:.9 X [I - (J +.0025)] X N =.9 X [.045 - (.042 +.0025)] X 2 =.0009 Market Value Adjustment = Market Value Adjustment Factor X Amount Subject to Market Value Adjustment: =.0009 X ($11,411.66 - $1,500.00) = $8.92 Step 5. Calculate the amount received by a Contract owner as $11,411.66 - $510.00 + $8.92 = $10,910.58 a result of full withdrawal at the end of Contract Year 3: EXAMPLE 4: FOR ALLSTATE PROVIDER ULTRA CONTRACTS (ASSUMES RISING INTEREST RATES) Step 1. Calculate Contract Value at End of $10,000.00 X (1.045)/3 /= Contract Year 3: $11,411.66 Step 2. Calculate the Free Withdrawal .15 X ($10,000.00) = $1,500.00 Amount: Step 3. Calculate the Withdrawal Charge = .06 X ($10,000 - $1,500) = $510.00 Step 4. Calculate the Market Value I = 4.50% Adjustment: J = 4.80% N = 730 days =2 -------- 365 days Market Value Adjustment Factor: .9 X [I - (J + .0025)] X N = .9 X [.045 - (.048 + .0025)] X 2 = -.0099 Market Value Adjustment = Market Value Adjustment Factor X Amount Subject to Market Value Adjustment: = -.0099 X ($11,411.66 - $1,500.00) = -($98.13) Step 5. Calculate the amount received by a Contract owner as a result of full $11,411.66 - $510.00 - $98.13 = withdrawal at the end of Contract Year 3: $10,803.53 63 PROSPECTUS

APPENDIX C CALCULATION OF ENHANCED EARNINGS DEATH BENEFIT AMOUNT - -------------------------------------------------------------------------------- THE ENHANCED EARNINGS DEATH BENEFIT RIDER IS NOT AVAILABLE FOR PURCHASE WITH ANY IRA AT THIS TIME. ALLSTATE PROVIDER ADVANTAGE CONTRACTS EXAMPLE1. In this example, assume that the oldest Owner is age 55 at the time the Contract is issued and elects the Enhanced Earnings Death Benefit Rider when the Contract is issued. The Owner makes an initial purchase payment of $100,000. After four years, the Owner dies. On the date Allstate receives Due Proof of Death, the Contract Value is $125,000. Prior to his death, the Owner did not make any additional purchase payments or take any withdrawals. Excess-of-Earnings Withdrawals = $0 Purchase payments in the 12 months prior to Death = $0 In-Force Premium = $100,000 ($100,000 + $0 - $0) In-Force Earnings = $25,000 ($125,000 - $100,000) Enhanced Earnings Death Benefit = 40% X $25,000 = $10,000. Since 40% In-Force Earnings are less than 80% of the In-Force Premium (excluding purchase payments in the 12 months prior to death), the In-Force Earnings are used to compute the Enhanced Earnings Death Benefit amount. EXAMPLE 2. In the second example, assume the same facts as above, except that the Owner has taken a withdrawal of $10,000 during the second year of the Contract. At the time the withdrawal is taken, the Contract Value is $105,000. Here, $5,000 of the withdrawal is in excess of the In-Force Earnings at the time of the withdrawal. The Contract Value on the date Allstate receives due proof of death will be assumed to be $114,000. Excess of Earnings Withdrawals = $5,000 ($10,000 - $5,000) Purchase payments in the 12 months prior to Death = $0 In-Force Premium = $95,000 ($100,000 + $0 - $5,000) In-Force Earnings = $19,000 ($114,000 - $95,000) Enhanced Earnings Death Benefit = 40% X $19,000 = $7,600. Since 40% In-Force Earnings are less than 80% of the In-Force Premium (excluding purchase payments in the 12 months prior to death), the In-Force Earnings are used to compute the Enhanced Earnings Death Benefit amount. EXAMPLE 3. This third example is intended to illustrate the effect of adding the Enhanced Earnings Death Benefit Rider after the Contract has been issued and the effect of later purchase payments. In this example, assume that the oldest Owner is age 65 on the Rider Date. At the time the Contract is issued, the Owner makes a purchase payment of $100,000. After two years pass, the Owner elects to add the Enhanced Earnings Death Benefit Rider. On the date this Rider is added, the Contract Value is $110,000. Two years later, the Owner withdraws $50,000. Immediately prior to the withdrawal, the Contract Value is $130,000. Another two years later, the Owner makes an additional purchase payment of $40,000. Immediately after the additional purchase payment, the Contract Value is $130,000. Two years later, the owner dies with a Contract Value of $140,000 on the date Allstate receives Due Proof of Death. Excess of Earnings Withdrawals = $30,000 ($50,000 - $20,000) Purchase payments in the 12 months prior to Death = $0 In-Force Premium = $120,000 ($110,000 + $40,000 - $30,000) In-Force Earnings = $20,000 ($140,000 - $120,000) Enhanced Earnings Death Benefit = 30% of $20,000 = $6,000. In this example, In-Force Premium is equal to the Contract Value on the date the Rider was issued plus the additional purchase payment and minus the Excess-of-Earnings Withdrawal. Since 30% In-Force Earnings are less than 60% of the In-Force Premium (excluding purchase payments in the 12 months prior to death), the In-Force Earnings are used to compute the Enhanced Earnings Death Benefit amount. 64 PROSPECTUS

STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONS, DELETIONS OR SUBSTITUTIONS OF INVESTMENTS - -------------------------------------------------------------------------------- THE CONTRACT - -------------------------------------------------------------------------------- Purchases of Contracts - -------------------------------------------------------------------------------- Tax-free Exchanges (1035 Exchanges, Rollovers and Transfers) - -------------------------------------------------------------------------------- CALCULATION OF ACCUMULATION UNIT VALUES - -------------------------------------------------------------------------------- Net Investment Factor - -------------------------------------------------------------------------------- CALCULATION OF VARIABLE INCOME PAYMENTS - -------------------------------------------------------------------------------- CALCULATION OF ANNUITY UNIT VALUES - -------------------------------------------------------------------------------- GENERAL MATTERS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Incontestability - -------------------------------------------------------------------------------- Settlements - -------------------------------------------------------------------------------- Safekeeping of the Variable Account's Assets - -------------------------------------------------------------------------------- Premium Taxes - -------------------------------------------------------------------------------- Tax Reserves - -------------------------------------------------------------------------------- EXPERTS - -------------------------------------------------------------------------------- FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- APPENDIX A - ACCUMULATION UNIT VALUES - -------------------------------------------------------------------------------- THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. WE DO NOT AUTHORIZE ANYONE TO PROVIDE ANY INFORMATION OR REPRESENTATIONS REGARDING THE OFFERING DESCRIBED IN THIS PROSPECTUS OTHER THAN AS CONTAINED IN THIS PROSPECTUS. 66 PROSPECTUS

Allstate Life Insurance Company Allstate Financial Advisors Separate Account I Supplement dated January 3, 2005 to the AIM Lifetime America Variable Annuity Series Prospectus dated May 1, 2004 This supplement amends certain information contained in the prospectus for the AIM Lifetime America Variable Annuity Series Contracts ("Contracts"), formerly issued by Glenbrook Life and Annuity Company ("Glenbrook"). Please read this supplement carefully and retain it for future reference together with your prospectus. All capitalized terms have the same meaning as those included in the prospectus. Merger of Glenbrook with Allstate Life Effective January 1, 2005, Glenbrook merged with and into its parent company, Allstate Life Insurance Company ("Allstate Life"). The merger of Glenbrook and Allstate Life (the "Merger") was approved by the boards of directors of Allstate Life and Glenbrook. The Merger also received regulatory approval from the Departments of Insurance of the States of Arizona and Illinois, the states of domicile of Glenbrook and Allstate Life, respectively. On the date of the Merger, Allstate Life acquired from Glenbrook all of Glenbrook's assets and became directly liable for Glenbrook's liabilities and obligations with respect to all Contracts issued by Glenbrook. The Merger did not affect the terms of, or the rights and obligations under your Contract, other than to reflect the change to the company that guarantees your Contract benefits from Glenbrook to Allstate Life. You will receive certificate endorsements from Allstate Life that reflect the change from Glenbrook to Allstate Life. The Merger also did not result in any adverse tax consequences for any Contract Owners. Separate Account Consolidation Effective January 1, 2005, and in connection with the Merger, Glenbrook Life Multi-Manager Variable Account and Glenbrook Life and Annuity Company Separate Account A combined with and into the Allstate Financial Advisors Separate Account I ("Allstate Separate Account I"), and consolidated duplicative Variable Sub-Accounts that invest in the same Fund (the "Consolidation"). The accumulation unit values for the Variable Sub-Accounts in which you invest did not change as a result of the Consolidation, and your Contract Value immediately after the Consolidation was the same as the value immediately before the Consolidation. As a result of the Merger and Consolidation, your prospectus is amended as follows: Replace all references to "Glenbrook Life" with "Allstate Life." Replace all references to "Glenbrook Life and Annuity Company Separate Account A" with "Allstate Financial Advisors Separate Account I." All references to "We," "Us," or "our" shall mean "Allstate Life." All references to "the Variable Account" shall mean "Allstate Financial Advisors Separate Account I." Page 13: Under the heading "Financial Information" replace the last sentence of the second paragraph with: The financial statements of Allstate Life and Allstate Financial Advisors Separate Account I, which includes financial information giving effect to the Consolidation on a pro forma basis, also appear in the Statement of Additional Information. For a free copy of the Statement of Additional Information, please write or call us at 1-800-776-6978. Page 35: Under the heading "More Information," replace the sections entitled "Glenbrook Life" and "The Variable Account" with the following: ALLSTATE LIFE Allstate Life is the issuer of the Contract. Allstate Life was organized in 1957 is a stock life insurance company under the laws of the state of Illinois. Prior to January 1, 2005, Glenbrook Life and Annuity Company ("Glenbrook Life") issued the Contract. Effective January 1, 2005, Glenbrook Life merged with Allstate Life ("Merger"). On the date of the Merger, Allstate Life acquired from Glenbrook Life all of Glenbrook Life's assets and became directly liable for Glenbrook Life's liabilities and obligations with respect to all contracts issued by Glenbrook Life. Allstate Life is a wholly owned subsidiary of Allstate Insurance Company, a stock property-liability insurance company organized under the laws of the state of Illinois. All of the capital stock issued and outstanding of Allstate Insurance Company is owned by The Allstate Corporation. Allstate Life is licensed to operate in the District of Columbia, Puerto Rico, and all jurisdictions except the state of New York. We intend to offer the Contract in those jurisdictions in which we are licensed. Our home office is located at 3100 Sanders Road, Northbrook, Illinois 60062. The Variable Account Allstate Life established the Allstate Financial Advisors Separate Account I ("Variable Account") in 1999. The Contracts were previously issued through Glenbrook Life and Annuity Company Separate Account A. Effective January 1, 2005, Glenbrook Life Multi-Manager Variable Account and Glenbrook Life and Annuity Company Separate Account A combined with Allstate Financial Advisors Separate Account I and consolidated duplicative Variable Sub-Accounts that invest in the same Fund (the "Consolidation"). The Accumulation Unit Values for the Variable Sub-Accounts in which you invest did not change as a result of the Consolidation, and your Contract Value immediately after the Consolidation was the same as the value immediately before the Consolidation. We have registered the Variable Account with the SEC as a unit investment trust. The SEC does not supervise the management of the Variable Account or Allstate Life. We own the assets of the Variable Account. The Variable Account is a segregated asset account under Illinois law. That means we account for the Variable Account's income, gains, and losses separately from the results of our other operations. It also means that only the assets of the Variable Account that are in excess of the reserves and other Contract liabilities with respect to the Variable Account are subject to liabilities relating to our other operations. Our obligations arising under the Contracts are general corporate obligations of Allstate Life. The Variable Account consists of multiple Variable Sub-Accounts, each of which invests in a corresponding Fund. We may add new Variable Sub-Accounts or eliminate one or more of them, if we believe marketing, tax, or investment conditions so warrant. We do not guarantee the investment performance of the Variable Account, its Sub-Accounts or the Funds. We may use the Variable Account to fund our other annuity contracts. We will account separately for each type of annuity contract funded by the Variable Account. Page 44: In the first sentence of the fourth paragraph under the section entitled "Annual Reports and Other Documents," replace the CIK identifying number with "CIK No. 0000352736."

AIM LIFETIME AMERICA VARIABLE ANNUITY SERIES AIM LIFETIME AMERICA CLASSIC/SM/ AIM LIFETIME AMERICA REGAL/SM/ AIM LIFETIME AMERICA FREEDOM/SM/ ALLSTATE LIFE INSURANCE COMPANY STREET ADDRESS: 2940 S. 84TH STREET, LINCOLN, NE 68506-4142 MAILING ADDRESS: P.O. BOX 80469, LINCOLN, NE 68501-0469 TELEPHONE NUMBER: 1-800-776-6978 PROSPECTUS DATED JANUARY 3, 2005 ------------------------------------------------------------------------------- Allstate Life Insurance Company ("ALLSTATE LIFE", "WE", OR "US") is offering the following group and individual flexible premium deferred variable annuity contracts ("CONTRACT" or "OPTION"). Contract or Option as used in this prospectus refers to one of the following 3 variable annuity options: AIM LIFETIME AMERICA CLASSIC/SM/ AIM LIFETIME AMERICA REGAL/SM/ AIM LIFETIME AMERICA FREEDOM/SM/ All three of these options are available to you. This prospectus contains information about each Contract that you should know before investing. Please keep it for future reference. Each Contract currently offers several investment alternatives ("INVESTMENT ALTERNATIVES"). The investment alternatives include up to 3 fixed account options ("FIXED ACCOUNT OPTIONS"), and 18 variable sub-accounts ("VARIABLE SUB-ACCOUNTS") of the Allstate Financial Advisors Separate Account I ("VARIABLE ACCOUNT"). Each Variable Sub-Account invests exclusively in shares of one of the following funds ("FUNDS") of AIM Variable Insurance Funds (Series II Shares): AIM V.I. AGGRESSIVE GROWTH FUND AIM V.I. GOVERNMENT SECURITIES FUND AIM V.I. BALANCED FUND AIM V.I. GROWTH FUND AIM V.I. BASIC VALUE FUND AIM V.I. HIGH YIELD FUND AIM V.I. BLUE CHIP FUND AIM V.I. INTERNATIONAL GROWTH FUND AIM V.I. CAPITAL APPRECIATION FUND AIM V.I. MID CAP CORE EQUITY FUND AIM V.I. CAPITAL DEVELOPMENT FUND AIM V.I. MONEY MARKET FUND AIM V.I. CORE EQUITY FUND AIM V.I. PREMIER EQUITY FUND AIM V.I. DENT DEMOGRAPHIC TRENDS FUND AIM V.I. TECHNOLOGY FUND* AIM V.I. DIVERSIFIED INCOME FUND AIM V.I. UTILITIES FUND** *Effective April 30,2004, AIM V. I. New Technology Fund merged into INVESCO VIF-Technology Fund. Effective October 15, 2004, INVESCO VIF-Technology Fund changed its name to AIM V.I. Technology Fund. We have made a corresponding change in the name of the Variable Sub-Account that invests in that Fund. **Effective April 30,2004, AIM V. I. Global Utilities Fund merged into INVESCO VIF-Utilities Fund. Effective October 15, 2004, INVESCO VIF-Utilities Fund changed its name to AIM V. I. Utilities Fund. We have made a corresponding change in the name of the Variable Sub-Account that invests in that Fund. THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THE SECURITIES DESCRIBED IN THIS PROSPECTUS, NOR HAS IT PASSED ON THE ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A FEDERAL CRIME. THE CONTRACTS MAY BE DISTRIBUTED THROUGH BROKER-DEALERS THAT HAVE RELATIONSHIPS IMPORTANT NOTICES WITH BANKS OR OTHER FINANCIAL INSTITUTIONS OR BY EMPLOYEES OF SUCH BANKS. HOWEVER, THE INVESTMENT IN THE CONTRACTS ARE NOT DEPOSITS, OR OBLIGATIONS OF, OR GUARANTEED BY SUCH INSTITUTIONS OR ANY FEDERAL REGULATORY AGENCY. INVESTMENT IN THE CONTRACTS INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE CONTRACTS ARE NOT FDIC INSURED. WE ARE NO LONGER OFFERING THE CONTRACTS FOR SALE. 1 PROSPECTUS

Allstate Life has filed a Statement of Additional Information, dated January 3, 2005, with the Securities and Exchange Commission ("SEC"). It contains more information about the Contract and is incorporated herein by reference, which means it is legally a part of this prospectus. Its table of contents appears on page 61 of this prospectus. For a free copy, please write or call us at the address or telephone number above, or go to the SEC's Web site (http://www.sec.gov). You can find other information and documents about us, including documents that are legally part of this prospectus, at the SEC's web site. 2 PROSPECTUS

TABLE OF CONTENTS - -------------------------------------------------------------------------------- PAGE - -------------------------------------------------------------------------------- OVERVIEW - -------------------------------------------------------------------------------- IMPORTANT TERMS 4 - -------------------------------------------------------------------------------- Overview of the Contract Options 5 - -------------------------------------------------------------------------------- The Contract At A Glance 6 - -------------------------------------------------------------------------------- How the Contract Works 8 - -------------------------------------------------------------------------------- Expense Table 9 - -------------------------------------------------------------------------------- Financial Information 13 - -------------------------------------------------------------------------------- CONTRACT FEATURES - -------------------------------------------------------------------------------- The Contract 13 - -------------------------------------------------------------------------------- Purchases 15 - -------------------------------------------------------------------------------- Contract Value 16 - -------------------------------------------------------------------------------- Investment Alternatives - -------------------------------------------------------------------------------- The Variable Sub-Accounts 17 - -------------------------------------------------------------------------------- The Fixed Account Options 18 - -------------------------------------------------------------------------------- Transfers 21 - -------------------------------------------------------------------------------- Expenses 23 - -------------------------------------------------------------------------------- Other Expenses 25 - -------------------------------------------------------------------------------- Access To Your Money 25 - -------------------------------------------------------------------------------- Income Payments 26 - -------------------------------------------------------------------------------- PAGE - -------------------------------------------------------------------------------- DEATH BENEFITS 29 - -------------------------------------------------------------------------------- OTHER INFORMATION - -------------------------------------------------------------------------------- More Information 35 - -------------------------------------------------------------------------------- Allstate Life 35 - -------------------------------------------------------------------------------- The Variable Account 35 - -------------------------------------------------------------------------------- The Funds 35 - -------------------------------------------------------------------------------- The Contract 37 - -------------------------------------------------------------------------------- Distribution Administration - -------------------------------------------------------------------------------- Non-Qualified Annuities Held Within a Qualified Plan 37 - -------------------------------------------------------------------------------- Legal Matters 37 - -------------------------------------------------------------------------------- TAXES 37 - -------------------------------------------------------------------------------- ANNUAL REPORTS AND OTHER DOCUMENTS 44 - -------------------------------------------------------------------------------- APPENDIX A- ACCUMULATION UNIT VALUES 45 - -------------------------------------------------------------------------------- APPENDIX B - MARKET VALUE ADJUSTMENT EXAMPLES 57 - -------------------------------------------------------------------------------- APPENDIX C - CALCULATION OF ENHANCED EARNINGS DEATH BENEFIT AMOUNT 59 - -------------------------------------------------------------------------------- APPENDIX D- AIM LIFETIME AMERICA/SM/ VA SERIES CONTRACT COMPARISON CHART 60 - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS 61 - -------------------------------------------------------------------------------- 3 PROSPECTUS

IMPORTANT TERMS - -------------------------------------------------------------------------------- This prospectus uses a number of important terms that you may not be familiar with. The index below identifies the page that describes each term. The first use of each term in this prospectus appears in highlights. PAGE - -------------------------------------------------------------------------------- Accumulation Phase 8 - -------------------------------------------------------------------------------- Accumulation Unit 13, 16 - -------------------------------------------------------------------------------- Accumulation Unit Value 13, 16 - -------------------------------------------------------------------------------- Allstate Life ("We" or "Us") 1 - -------------------------------------------------------------------------------- Anniversary Value 31 - -------------------------------------------------------------------------------- Annuitant 13 - -------------------------------------------------------------------------------- Automatic Additions Program 15 - -------------------------------------------------------------------------------- Automatic Fund Rebalancing Program 22 - -------------------------------------------------------------------------------- Beneficiary 14 - -------------------------------------------------------------------------------- Cancellation Period 6, 15 - -------------------------------------------------------------------------------- *Contract 13 - -------------------------------------------------------------------------------- Contract Anniversary 7 - -------------------------------------------------------------------------------- Contract Owner ("You") 13 - -------------------------------------------------------------------------------- Contract Value 7 - -------------------------------------------------------------------------------- Contract Year 7 - -------------------------------------------------------------------------------- Death Benefit Anniversary 30 - -------------------------------------------------------------------------------- Dollar Cost Averaging Program 22 - -------------------------------------------------------------------------------- Due Proof of Death 29 - -------------------------------------------------------------------------------- Enhanced Earnings Death Benefit Rider 31 - -------------------------------------------------------------------------------- Enhanced Death Benefit Rider 30 - -------------------------------------------------------------------------------- Excess-of-Earnings Withdrawal 32 - -------------------------------------------------------------------------------- Fixed Account Options 18 - -------------------------------------------------------------------------------- Free Withdrawal Amount 23 - -------------------------------------------------------------------------------- PAGE - -------------------------------------------------------------------------------- Funds 35 - -------------------------------------------------------------------------------- Guarantee Periods 18 - -------------------------------------------------------------------------------- Guaranteed Income Benefit 28 - -------------------------------------------------------------------------------- Guaranteed Maturity Fixed Account 25 - -------------------------------------------------------------------------------- Income Base 29 - -------------------------------------------------------------------------------- Income Benefit Rider 28 - -------------------------------------------------------------------------------- Income Plans 26 - -------------------------------------------------------------------------------- In-Force Premium 32 - -------------------------------------------------------------------------------- Investment Alternatives 1, 7 - -------------------------------------------------------------------------------- Issue Date 8 - -------------------------------------------------------------------------------- Market Value Adjustment 7, 20 - -------------------------------------------------------------------------------- Payout Phase 8 - -------------------------------------------------------------------------------- Payout Start Date 8, 26 - -------------------------------------------------------------------------------- Primary Beneficiary 14 - -------------------------------------------------------------------------------- Tax Qualified Contracts 41 - -------------------------------------------------------------------------------- Rider Date 13 - -------------------------------------------------------------------------------- SEC 2 - -------------------------------------------------------------------------------- Settlement Value 30 - -------------------------------------------------------------------------------- Systematic Withdrawal Program 25 - -------------------------------------------------------------------------------- Valuation Date 15 - -------------------------------------------------------------------------------- Variable Account 35 - -------------------------------------------------------------------------------- Variable Sub-Account 17 - -------------------------------------------------------------------------------- *In certain states the Contract is available only as a group Contract. If you purchase a group Contract, we will issue you a certificate that represents your ownership and that summarizes the provisions of the group Contract. References to "CONTRACT" in this prospectus include certificates, unless the context requires otherwise. References to "CONTRACT" also include all three Contract options listed on the cover page of this prospectus, unless otherwise noted. However, we administer each Contract separately. 4 PROSPECTUS

OVERVIEW OF THE CONTRACT OPTIONS - -------------------------------------------------------------------------------- There are 3 options that offer many of the same basic features and benefits. They differ with respect to the charges imposed, as follows: The AIM LIFETIME AMERICA CLASSIC/SM/ has a mortality and expense risk charge of 1.20%, an administrative charge of 0.10% and a withdrawal charge of up to 7% with a 7-year withdrawal charge period. The AIM LIFETIME AMERICA REGAL/SM/ has a mortality and expense risk charge of 1.35%, an administrative charge of 0.10% and a withdrawal charge of up to 7% with a 3-year withdrawal charge period. The AIM LIFETIME AMERICA FREEDOM/SM/ has a mortality and expense risk charge of 1.40%, an administrative charge of 0.10% with no withdrawal charge. Other differences among the Options relate to available Fixed Account Options and available withdrawal charge waivers. For side-by-side comparison of these differences, please turn to Appendix D of this prospectus. 5 PROSPECTUS

THE CONTRACT AT A GLANCE - -------------------------------------------------------------------------------- The following is a snapshot of the contract. Please read the remainder of this prospectus for more information. FLEXIBLE PAYMENTS You can purchase a Contract with as little as $10,000 ($10,000 for "QUALIFIED CONTRACTS", which are Contracts issued within Qualified Plans). You can add to your Contract as often and as much as you like, but each payment must be at least $500 ($100 for automatic Purchase Payments to the Variable Investment Options). You must maintain a minimum account size of $1,000. - --------------------------------------------------------------------------------------- RIGHT TO CANCEL You may cancel your Contract within 20 days of receipt or any longer period as your state may require ("CANCELLATION PERIOD"). Upon cancellation, we will return your purchase payments adjusted, to the extent federal or state law permits, to reflect the investment experience of any amounts allocated to the Variable Account. The adjustment will reflect the deduction of mortality and expense risk charges and administrative expense charges. - --------------------------------------------------------------------------------------- EXPENSES Each Fund pays expenses that you will bear indirectly if you invest in a Variable Sub-account. In addition, you will bear the following expenses: AIM LIFETIME AMERICA CLASSIC/S//M/ Option Annual mortality and expense risk charge equal to 1.20% of average daily net assets. Annual administrative charge equal to 0.10% of average daily net assets. Withdrawal charges ranging from 0% to 7% of Purchase Payments withdrawn (with certain exceptions). AIM LIFETIME AMERICA REGAL/SM/ Option Annual Mortality and Expense Risk Charge equal to 1.35% of average daily net assets. Annual Administrative Charge equal to 0.10% of average daily net assets. Withdrawal Charges ranging from 0% to 7% of Purchase Payments withdrawn (with certain exceptions). AIM LIFETIME AMERICA FREEDOM/SM/ Option Annual Mortality and Expense Risk Charge equal to 1.40% of average daily net assets. Annual Administrative Charge equal to 0.10% of average daily net assets. - --------------------------------------------------------------------------------------- ALL OPTIONS If you select the ENHANCED DEATH BENEFIT RIDER Option you would pay an additional mortality and expense risk charge of 0.25%. If you select the ENHANCED EARNINGS DEATH BENEFIT RIDER Option you would pay an additional Mortality and Expense Risk Charge of 0.15%, 0.25% or 0.35% (depending on the age of the oldest Owner on the date we receive the completed application or request to add the option, whichever is later). If you selected the INCOME BENEFIT RIDER Option you would pay an additional Mortality and Expense Risk Charge of 0.30%. (We discontinued offering the Income Benefit Rider as of January 1, 2004. Fees shown apply to Contract Owners who selected the Rider prior to January 1, 2004.) Transfer fee equal to $25 after the 12th Transfer in any Contract Year. State premium tax (if your state imposes one). - --------------------------------------------------------------------------------------- 6 PROSPECTUS

INVESTMENT ALTERNATIVES Each Contract offers several Investment Alternatives including: .up to 3 Fixed Account Options (which credit interest at rates we guarantee) .18 Variable Sub-Accounts investing in Portfolios offering professional money management by A I M Advisors, Inc. TO FIND OUT CURRENT RATES BEING PAID OR AVAILABILITY OF THE FIXED ACCOUNT OPTIONS OR HOW THE VARIABLE SUB-ACCOUNTS HAVE PERFORMED, PLEASE CALL US AT 1-800-776-6978. - --------------------------------------------------------------------------------------- SPECIAL SERVICES For your convenience, we offer these Special Services: . AUTOMATIC FUND REBALANCING PROGRAM . AUTOMATIC ADDITIONS PROGRAM . DOLLAR COST AVERAGING PROGRAM . SYSTEMATIC WITHDRAWAL PROGRAM - --------------------------------------------------------------------------------------- INCOME PAYMENTS You can choose FIXED INCOME PAYMENTS, VARIABLE INCOME PAYMENTS, or a combination of the two. You can receive your Income Payments in one of the following ways: . LIFE INCOME WITH GUARANTEED PAYMENTS .a JOINT AND SURVIVOR Life Income With Guaranteed Payments . GUARANTEED PAYMENTS FOR A SPECIFIED PERIOD of 5 to 30 years (absolute maximum of 50 years at certain ages). The Income Benefit Rider allows you to lock in a dollar amount that you can apply towards Fixed Income. (We discontinued offering the Income Benefit Rider as of January 1, 2004.) - --------------------------------------------------------------------------------------- DEATH BENEFITS If you or the ANNUITANT (if the Contract is owned by a non-living person) die before the PAYOUT START DATE, we will pay the death benefit described in the Contract. We also offer an ENHANCED DEATH BENEFIT RIDER and an ENHANCED EARNINGS DEATH BENEFIT RIDER. - --------------------------------------------------------------------------------------- TRANSFERS Before the Payout Start Date, you may transfer your Contract value ("CONTRACT VALUE") among the Investment Alternatives, with certain restrictions. A charge may apply after the 12th Transfer in each Contract Year ("CONTRACT YEAR"), which we measure from the date we issue your Contract or a Contract Anniversary. - --------------------------------------------------------------------------------------- WITHDRAWALS You may withdraw some or all of your Contract Value at anytime prior to the Payout Start Date. In general, you must withdraw at least $50 at a time. Full or partial withdrawals are available under limited circumstances on or after the Payout Start Date. Withdrawals taken prior to annuitization (referred to in this prospectus as the Payout Phase) are generally considered to come from the earnings in the Contract first. If the Contract is tax-qualified, generally all withdrawals are treated as distributions of earnings. Withdrawals of earnings are taxed as ordinary income and, if taken prior to age 59 1/2, may be subject to an additional 10% federal tax penalty. A withdrawal charge and a MARKET VALUE ADJUSTMENT also may apply. - --------------------------------------------------------------------------------------- 7 PROSPECTUS

HOW THE CONTRACT WORKS - -------------------------------------------------------------------------------- Each Contract basically works in two ways. First, the Contract can help you (we assume you are the CONTRACT OWNER) save for retirement because you can invest in your Contract's investment alternatives and generally pay no federal income taxes on any earnings until you withdraw them. You do this during what we call the "ACCUMULATION PHASE" of the Contract. The Accumulation Phase begins on the date we issue your Contract (we call that date the "ISSUE DATE") and continues until the Payout Start Date, which is the date we apply your money to provide income payments. During the Accumulation Phase, you may allocate your purchase payments to any combination of the Variable Sub-Accounts and/or Fixed Account Options. If you invest in a Fixed Account Option, you will earn a fixed rate of interest that we declare periodically. If you invest in any of the Variable Sub-Accounts, your investment return will vary up or down depending on the performance of the corresponding Portfolios. Second, the Contract can help you plan for retirement because you can use it to receive retirement income for life and/ or for a pre-set number of years, by selecting one of the income payment options (we call these "INCOME PLANS") described on page 26. You receive income payments during what we call the "PAYOUT PHASE" of the Contract, which begins on the Payout Start Date and continues until we make the last payment required by the Income Plan you select. During the Payout Phase, if you select a fixed income payment option, we guarantee the amount of your payments, which will remain fixed. If you select a variable income payment option, based on one or more of the Variable Sub-Accounts, the amount of your payments will vary up or down depending on the performance of the corresponding Portfolios. The amount of money you accumulate under your Contract during the Accumulation Phase and apply to an Income Plan will determine the amount of your income payments during the Payout Phase. The timeline below illustrates how you might use your Contract. LOGO As the Contract Owner, you exercise all of the rights and privileges provided by the Contract. If you die, any surviving Contract Owner or, if none, the BENEFICIARY will exercise the rights and privileges provided by the Contract. See "THE CONTRACT." In addition, if you die before the Payout Start Date, we will pay a death benefit to any surviving Contract Owner, or if there is none, to your Beneficiary. See "DEATH BENEFITS." Please call us at 1-800-776-6978 if you have any questions about how the Contract works. 8 PROSPECTUS

EXPENSE TABLE - -------------------------------------------------------------------------------- The table below lists the expenses that you will bear directly or indirectly when you buy a Contract. The table and the examples that follow do not reflect premium taxes that may be imposed by the state where you reside. For more information about Variable Account expenses, see "EXPENSES," below. For more information about Fund expenses, please refer to the accompanying prospectuses for the Funds. CONTRACT OWNER TRANSACTION EXPENSES (WITHDRAWAL CHARGE AS A PERCENTAGE OF PURCHASE PAYMENTS)* Number of Complete Years Since We Received the Purchase Payment Being 0 1 2 3 4 5 6 7+ Withdrawn - ------------------------------------------------------------------------------- Applicable Charge AIM LIFETIME 7% 7% 7% 6% 5% 4% 3% 0% AMERICA CLASSIC/SM// / - ------------------------------------------------------------------------------- Applicable Charge AIM LIFETIME 7% 6% 6% 0% 0% 0% 0% 0% AMERICA REGAL/SM/ - ------------------------------------------------------------------------------- Applicable Charge AIM LIFETIME AMERICA FREEDOM/SM /No Withdrawal 0% 0% 0% 0% 0% 0% 0% 0% Charge - ------------------------------------------------------------------------------- Transfer Fee all Contracts $25.00** - ------------------------------------------------------------------------------- *Each Contract Year, you may withdraw up to the Free Withdrawal Amount offered under your Contract without incurring a Withdrawal Charge. However, the amount withdrawn may be subject to a Market Value Adjustment. **Applies solely to the thirteenth and subsequent transfers within a Contract Year, excluding transfers due to Dollar Cost Averaging and Automatic Fund Rebalancing. We are currently waiving the Transfer Fee. VARIABLE ACCOUNT ANNUAL EXPENSES (AS A PERCENTAGE OF AVERAGE DAILY NET ASSET VALUE DEDUCTED FROM EACH VARIABLE SUB-ACCOUNT) With Enhanced AIM LIFETIME Basic With Income Death Benefit AMERICA CLASSIC/SM/ Contract Benefit Rider Rider - --------------------------------------------------------------------------------------------------------------------- Mortality and Expense Risk Charge 1.20% 1.50% 1.45% - --------------------------------------------------------------------------------------------------------------------- Administrative Expense Charge 0.10% 0.10% 0.10% - --------------------------------------------------------------------------------------------------------------------- Total Variable Account Annual Expense 1.30% 1.60% 1.55% - --------------------------------------------------------------------------------------------------------------------- With Enhanced AIM LIFETIME Earnings Death AMERICA CLASSIC/SM/ Benefit Rider* - ------------------------------------------------------------------------------------------- Mortality and Expense Risk Charge 1.35%* - ------------------------------------------------------------------------------------------- Administrative Expense Charge 0.10% - ------------------------------------------------------------------------------------------- Total Variable Account Annual Expense 1.45% - ------------------------------------------------------------------------------------------- With Enhanced Death Benefit, Enhanced Earnings Death Benefit and AIM LIFETIME Income Benefit AMERICA CLASSIC/SM/ Riders** - ---------------------------------------------------------------------------------------------------- Mortality and Expense Risk Charge 1.90%** - ---------------------------------------------------------------------------------------------------- Administrative Expense Charge 0.10% - ---------------------------------------------------------------------------------------------------- Total Variable Account Annual Expense 2.00% - ---------------------------------------------------------------------------------------------------- With Enhanced AIM LIFETIME Basic With Income Death Benefit AMERICA REGAL/SM/ Contract Benefit Rider Rider - ---------------------------------------------------------------------------------------------------------------------------- Mortality and Expense Risk Charge 1.35% 1.65% 1.60% - ---------------------------------------------------------------------------------------------------------------------------- Administrative Expense Charge 0.10% 0.10% 0.10% - ---------------------------------------------------------------------------------------------------------------------------- Total Variable Account Annual Expense 1.45% 1.75% 1.70% - ---------------------------------------------------------------------------------------------------------------------------- With Enhanced AIM LIFETIME Earnings Death AMERICA REGAL/SM/ Benefit Rider* - ---------------------------------------------------------------------------------------- Mortality and Expense Risk Charge 1.50%* - ---------------------------------------------------------------------------------------- Administrative Expense Charge 0.10% - ---------------------------------------------------------------------------------------- Total Variable Account Annual Expense 1.60% - ---------------------------------------------------------------------------------------- With Enhanced Death Benefit, Enhanced Earnings Death Benefit and Income AIM LIFETIME Benefit Riders** AMERICA REGAL/SM/ - ------------------------------------------------------------------------------------------------------------------------------------ Mortality and Expense Risk Charge 2.05%** - ------------------------------------------------------------------------------------------------------------------------------------ Administrative Expense Charge 0.10% - ------------------------------------------------------------------------------------------------------------------------------------ Total Variable Account Annual Expense 2.15% - ------------------------------------------------------------------------------------------------------------------------------------ With Enhanced AIM LIFETIME Basic With Income Death Benefit AMERICA FREEDOM/SM/ Contract Benefit Rider Rider - ---------------------------------------------------------------------------------------------------------------------------- Mortality and Expense Risk Charge 1.40% 1.70% 1.65% - ---------------------------------------------------------------------------------------------------------------------------- Administrative Expense Charge 0.10% 0.10% 0.10% - ---------------------------------------------------------------------------------------------------------------------------- Total Variable Account Annual Expense 1.50% 1.80% 1.75% - ---------------------------------------------------------------------------------------------------------------------------- With Enhanced AIM LIFETIME Earnings Death AMERICA FREEDOM/SM/ Benefit Rider* - ---------------------------------------------------------------------------------------- Mortality and Expense Risk Charge 1.55%* - ---------------------------------------------------------------------------------------- Administrative Expense Charge 0.10% - ---------------------------------------------------------------------------------------- Total Variable Account Annual Expense 1.65% - ---------------------------------------------------------------------------------------- With Enhanced Death Benefit, Enhanced Earnings Death Benefit and Income AIM LIFETIME Benefit Riders** AMERICA FREEDOM/SM/ - ------------------------------------------------------------------------------------------------------------------------------------ Mortality and Expense Risk Charge 2.10%** - ------------------------------------------------------------------------------------------------------------------------------------ Administrative Expense Charge 0.10% - ------------------------------------------------------------------------------------------------------------------------------------ Total Variable Account Annual Expense 2.20% - ------------------------------------------------------------------------------------------------------------------------------------ * The mortality and expense risk charge shown for the Enhanced Earnings Death Benefit Rider reflects a charge of 0.15% for the Option, assuming the age of the oldest Contract Owner or Annuitant is age 55 or younger on the Rider Application Date. If the age of the oldest Contract Owner or Annuitant is between 56 and 65 on the Rider Application Date, the charge for the Option is 0.25% and the mortality and expense risk charge shown for Contracts with this Option would be higher by 0.10%. If the age of the oldest Contract Owner or Annuitant is 66 or older on the Rider Application Date, the charge for the Option is 0.35% and the mortality and expense risk charge shown for Contracts with this Option would be higher by 0.20%. 9 PROSPECTUS

** Please note that you can select any combination of the 3 different riders. You could choose one or all 3 riders as shown in the chart or you could choose a combination of 2 riders. Taking into account the age-adjusted charge for the Enhanced Earnings Death Benefit described in the preceding footnote, it is easy for you to determine the aggregate level of asset charge for your base contract and the combination of optional features you select. Simply take the base level charge for the Contract option you select, either 1.30% (Classic), 1.45% (Regal), or 1.50% (Freedom), and add the charge for the benefit riders or riders you select. The charge for the Enhanced Death Benefit Rider is 0.25% and for the Income Benefit Rider is 0.30%. We discontinued offering the Income Benefit Rider as of January 1, 2004. Fees shown apply to Contract Owners who selected the Rider prior to January 1, 2004. FUND ANNUAL EXPENSES(1) (as a percentage of Fund average daily net assets The next table shows the minimum and maximum total operating expenses charged by the Funds that you may pay periodically during the time that you own the Contract. Advisers and/or other service providers of certain Funds may have agreed to waive their fees and/or reimburse Fund expenses in order to keep the Funds' expenses below specified limits. The range of expenses shown in this table does not show the effect of any such fee waiver or expense reimbursement. More detail concerning each Fund's fees and expenses appears in the prospectus for each Fund. ANNUAL FUND EXPENSES - -------------------------------------------------------------------------------- Minimum Maximum - -------------------------------------------------------------------------------- Total Annual Fund Operating Expenses/(1)/ (expenses that are deducted from Fund assets, which may include management fees, distribution and/or services (12b-1) fees, and 0.91% 1.55% other expenses) - -------------------------------------------------------------------------------- (1) Expenses are shown as a percentage of Fund average daily net assets (before any waiver or reimbursement) as of December 31, 2003. AIM LIFETIME AMERICA CLASSIC/SM/ EXAMPLE 1 This Example is intended to help you compare the cost of investing in the Contracts with the cost of investing in other variable annuity contracts. These costs include Contract owner transaction expenses, Contract fees, Variable Account annual expenses, and Fund fees and expenses. The example below shows the dollar amount of expenses that you would bear directly or indirectly if you: .. invested $10,000 in the Contract for the time periods indicated, .. earned a 5% annual return on your investment, .. surrendered your Contract, or you began receiving income payments for a specified period of less than 120 months, at the end of each time period, .. elected the Enhanced Death Benefit and Income Benefit Riders,* and .. elected the Enhanced Earnings Death Benefit Rider (assuming Contract Owner is age 55 or younger on the Rider Application Date). The first line of the example assumes that the maximum fees and expenses of any of the Funds are charged. The second line of the example assumes that the minimum fees and expenses of any of the Funds are charged. Your actual expenses may be higher or lower than those shown below. THE EXAMPLE DOES NOT INCLUDE ANY TAXES OR TAX PENALTIES YOU MAY BE REQUIRED TO PAY IF YOU SURRENDER YOUR CONTRACT. 1 Year 3 Years 5 Years 10 Years - --------------------------------------------------------------------------------------------------- Costs Based on Maximum Annual $959 $1,614 $2,206 $3,869 Fund Expenses - --------------------------------------------------------------------------------------------------- Costs Based on Minimum Annual $893 $1,614 $2,206 $3,869 Fund Expenses - --------------------------------------------------------------------------------------------------- 10 PROSPECTUS

EXAMPLE 2 This Example uses the same assumptions as Example 1 above, except that it assumes you decided not to surrender your Contract, or you began receiving income payments for a specified period of at least 120 months, at the end of each time period. 1 Year 3 Years 5 Years 10 Years - ------------------------------------------------------------------------------------- Costs Based on Maximum Annual $364 $1,106 $1,869 $3,869 Fund Expenses - ------------------------------------------------------------------------------------- Costs Based on Minimum Annual $298 $ 913 $1,552 $3,268 Fund Expenses - ------------------------------------------------------------------------------------- *We discontinued offering the Income Benefit Rider as of January 1, 2004. AIM LIFETIME AMERICA REGAL/SM/ EXAMPLE 1 This Example is intended to help you compare the cost of investing in the Contracts with the cost of investing in other variable annuity contracts. These costs include Contract owner transaction expenses, Contract fees, Variable Account annual expenses, and Fund fees and expenses.The example below shows the dollar amount of expenses that you would bear directly or indirectly if you: .. invested $10,000 in the Contract for the time periods indicated, .. earned a 5% annual return on your investment, and .. surrendered your Contract, or you began receiving income payments for a specified period of less than 120 months, at the end of each time period, and .. elected the Enhanced Death Benefit and Income Benefit Riders,* and .. elected the Enhanced Earnings Death Benefit Rider (assuming Contract Owner is age 55 or younger on the Rider Application Date). The first line of the example assumes that the maximum fees and expenses of any of the Funds are charged. The second line of the example assumes that the minimum fees and expenses of any of the Funds are charged. Your actual expenses may be higher or lower than those shown below. THE EXAMPLE DOES NOT INCLUDE ANY TAXES OR TAX PENALTIES YOU MAY BE REQUIRED TO PAY IF YOU SURRENDER YOUR CONTRACT. 1 Year 3 Years 5 Years 10 Years - --------------------------------------------------------------------------------------------------- Costs Based on Maximum Annual $889 $1,151 $1,942 $4,004 Fund Expenses - --------------------------------------------------------------------------------------------------- Costs Based on Minimum Annual $824 $ 958 $1,627 $3,412 Fund Expenses - --------------------------------------------------------------------------------------------------- EXAMPLE 2 This Example uses the same assumptions as Example 1 above, except that it assumes you decided not to surrender your Contract, or you began receiving income payments for a specified period of at least 120 months, at the end of each time period. 1 Year 3 Years 5 Years 10 Years - ---------------------------------------------------------------------------------------- Costs Based on Maximum $379 $1,151 $1,942 $4,004 Annual Fund Expenses - ---------------------------------------------------------------------------------------- Costs Based on Minimum $314 $ 958 $1,627 $3,412 Annual Fund Expenses - ---------------------------------------------------------------------------------------- *We discontinued offering the Income Benefit Rider as of January 1, 2004. 11 PROSPECTUS

AIM LIFETIME AMERICA FREEDOM/SM/ EXAMPLE 1 This Example is intended to help you compare the cost of investing in the Contracts with the cost of investing in other variable annuity contracts. These costs include Contract owner transaction expenses, Contract fees, Variable Account annual expenses, and Fund fees and expenses. The example below shows the dollar amount of expenses that you would bear directly or indirectly if you: .. invested $10,000 in the Contract for the time periods indicated, .. earned a 5% annual return on your investment, .. surrendered your Contract, or you began receiving income payments for a specified period of less than 120 months, at the end of each time period, elected the Enhanced Death Benefit and Income Benefit Riders,* and .. elected the Enhanced Earnings Death Benefit Rider (assuming Contract Owner is age 55 or younger on the Rider Application Date). The first line of the example assumes that the maximum fees and expenses of any of the Funds are charged. The second line of the example assumes that the minimum fees and expenses of any of the Funds are charged. Your actual expenses may be higher or lower than those shown below. THE EXAMPLE DOES NOT INCLUDE ANY TAXES OR TAX PENALTIES YOU MAY BE REQUIRED TO PAY IF YOU SURRENDER YOUR CONTRACT. 1 Year 3 Years 5 Years 10 Years - --------------------------------------------------------------------------------------------------- Costs Based on Maximum Annual $384 $1,166 $1,966 $4,049 Fund Expenses - --------------------------------------------------------------------------------------------------- Costs Based on Minimum Annual $319 $ 973 $1,652 $3,460 Fund Expenses - --------------------------------------------------------------------------------------------------- EXAMPLE 2 This Example uses the same assumptions as Example 1 above, except that it assumes you decided not to surrender your Contract, or you began receiving income payments for a specified period of at least 120 months, at the end of each time period. 1 Year 3 Years 5 Years 10 Years - ---------------------------------------------------------------------------------------- Costs Based on Maximum $384 $1,166 $1,966 $4,049 Annual Fund Expenses - ---------------------------------------------------------------------------------------- Costs Based on Minimum $319 $ 973 $1,652 $3,460 Annual Fund Expenses - ---------------------------------------------------------------------------------------- Surrendered and Non-Surrendered Values are the same because there is no Surrender Charge for the AIM Lifetime America Freedom/SM/. *We discontinued offering the Income Benefit Rider as of January 1, 2004. PLEASE REMEMBER THAT YOU ARE LOOKING AT EXAMPLES AND NOT A REPRESENTATION OF PAST OR FUTURE EXPENSES. SIMILARLY, YOUR RATE OF RETURN MAY BE LOWER OR GREATER THAN 5%, WHICH IS NOT GUARANTEED. THE ABOVE EXAMPLES ASSUME THE ELECTION OF THE ENHANCED DEATH BENEFIT, ENHANCED EARNINGS DEATH BENEFIT AND INCOME BENEFIT RIDERS WITH A MORTALITY AND EXPENSE RISK CHARGE OF 2.00% FOR THE AIM LIFETIME AMERICA CLASSIC/SM/, 2.15% FOR THE AIM LIFETIME AMERICA REGAL/SM/, AND 2.20% FOR THE AIM LIFETIME AMERICA FREEDOM/SM/. IF ANY OR ALL OF THOSE FEATURES WERE NOT ELECTED, THE EXAMPLE FIGURES SHOWN ABOVE WOULD BE SLIGHTLY LOWER. THE ABOVE EXAMPLES ALSO ASSUME TOTAL ANNUAL FUND EXPENSES LISTED IN THE EXPENSE TABLE WILL CONTINUE THROUGHOUT THE PERIODS SHOWN. 12 PROSPECTUS

FINANCIAL INFORMATION - -------------------------------------------------------------------------------- To measure the value of your investment in the Variable Sub-Accounts during the Accumulation Phase, we use a unit of measure we call the "ACCUMULATION UNIT". Each Variable Sub-Account has a separate value for its Accumulation Units which we call "ACCUMULATION UNIT VALUE." Accumulation Unit Value is analogous to, but not the same as, the share price of a mutual fund. To obtain a fuller picture of each Variable Sub-Account's finances, please refer to the Variable Account's financial statements contained in the Statement of Additional Information. The financial statements of Allstate Life and Allstate Financial Advisors Separate Account I, which includes financial information giving effect to the Consolidation on a pro forma basis, also appear in the Statement of Additional Information. For a free copy of the Statement of Additional Information, please write or call us at 1-800-776-6978. THE CONTRACT - -------------------------------------------------------------------------------- CONTRACT OWNER Each Contract is an agreement between you, the Contract Owner, and Allstate Life, a life insurance company. As the Contract Owner, you may exercise all of the rights and privileges provided to you by the Contract. That means it is up to you to select or change (to the extent permitted): .. the investment alternatives during the Accumulation and Payout Phases, .. the amount and timing of your purchase payments and withdrawals, .. the programs you want to use to invest or withdraw money, .. the income payment plan you want to use to receive retirement income, .. the Annuitant (either yourself or someone else) on whose life the income payments will be based, .. the Beneficiary or Beneficiaries who will receive the benefits that the Contract provides when the last surviving Contract Owner dies, and .. any other rights that the Contract provides, including restricting income payments to beneficiaries. If you die, any surviving Contract Owner, or, if none, the Beneficiary may exercise the rights and privileges provided to them by the Contract. The Contract cannot be jointly owned by both a non-living person and a living person. If the Contract Owner is a Grantor Trust, the Contract Owner will be considered a non-living person for purposes of this section and the Death Benefits Section. The maximum age of the oldest Contract Owner and Annuitant cannot exceed 90 as of the date we receive the completed application. If you select the Enhanced Earnings Death Benefit, the maximum age of any Contract Owner on the date we receive the completed application or request to add the Option, whichever is later ("RIDER DATE") is currently 75. If you select the Enhanced Death Benefit Rider, the maximum age of any Contract Owner on the date we receive the completed application or request to add the Option, whichever is later ("RIDER DATE") is currently 80. You may change the Contract Owner at any time. We will provide a change of ownership form to be signed by you and filed with us. After we accept the form, the change of ownership will be effective as of the date you signed the form. Until we receive your written notice to change the Contract Owner, we are entitled to rely on the most recent ownership information in our files. We will not be liable as to any payment or settlement made prior to receiving the written notice. Accordingly, if you wish to change the Contract Owner, you should deliver your written notice to us promptly. Each change is subject to any payment made by us or any other action we take before we accept the change. Changing ownership of this Contract may cause adverse tax consequences and may not be allowed under qualified plans. Please consult with a competent tax advisor prior to making a request for a change of Contract Owner. The Contract can also be purchased as an IRA or TSA (also known as a 403(b)). The endorsements required to qualify these annuities under the Internal Revenue Code of 1986, as amended, ("Code") may limit or modify your rights and privileges under the Contract. ANNUITANT The Annuitant is the individual whose life determines the amount and duration of income payments (other than under Income Plans with guaranteed payments for a specified period). You initially designate an Annuitant in your application. The maximum age of the Annuitant cannot exceed age 90 as of the date we receive the completed application for each Contract. You may change the Annuitant at any time prior to the Payout Start Date (only if the Contract Owner is a living person). Once we accept a change, it takes effect as of the date you signed the request. Each change is subject to any payment we make or other action we take before we accept it. You may designate a joint Annuitant, who is a second person on whose life income payments depend. We permit joint Annuitants only on or after the Payout Start 13 PROSPECTUS

Date. If the Annuitant dies prior to the Payout Start Date, the new Annuitant will be: (i) the youngest Contract Owner; otherwise, (ii) the youngest Beneficiary. BENEFICIARY The Beneficiary is the person who may elect to receive the death benefit or become the new Contract Owner subject to the Death of Owner provision if the sole surviving Contract Owner dies before the Payout Start Date. (See section titled "Death Benefits" for details.) If the sole surviving Contract Owner dies after the Payout Start Date, the Beneficiary will receive any guaranteed income payments scheduled to continue. You may name one or more Beneficiaries when you apply for a Contract. You may also name one of more contingent Beneficiaries who will receive any death benefit or guaranteed income benefit if there are no surviving primary Beneficiaries upon the death of the sole surviving Contract Owner. You may change or add Beneficiaries at any time by writing to us unless you have designated an irrevocable Beneficiary. We will provide a change of Beneficiary form to be signed and filed with us. Any change will be effective at the time you sign the written notice, whether or not the Annuitant is living when we receive the notice. Until we receive your written notice to change a Beneficiary, we are entitled to rely on the most recent Beneficiary information in our files. We will not be liable as to any payment or settlement made prior to receiving the written notice. Accordingly, if you wish to change your Beneficiary, you should deliver your written notice to us promptly. If you did not name a Beneficiary or if the named Beneficiary is no longer living and there are no other surviving Beneficiaries, the new Beneficiary will be: .. your spouse or, if he or she is no longer alive, .. your surviving children equally, or if you have no surviving children, .. your estate. If more than one Beneficiary survives you, we will divide the death benefit among your Beneficiaries according to your most recent written instructions. If you have not given us written instructions, we will pay the death benefit in equal amounts to the surviving Beneficiaries. You may restrict income payments to Beneficiaries by providing us a written request. Once we accept the written request, the change or restriction will take effect as of the date you signed the request. Any change is subject to any payment we make or other action we take before we accept the change. MODIFICATION OF THE CONTRACT Only an Allstate Life officer may approve a change in or waive any provision of the Contract. Any change or waiver must be in writing. None of our agents have the authority to change or waive the provisions of the Contract. We may not change the terms of the Contract without your consent, except to conform the Contract to applicable law or changes in the law. If a provision of the Contract is inconsistent with state law, we will follow state law. ASSIGNMENT No owner has a right to assign any interest in a Contract as collateral or security for a loan. However, you may assign periodic income payments under the Contract prior to the Payout Start Date. No Beneficiary may assign benefits under the Contract until they are payable to the Beneficiary. We will not be bound by any assignment until the assignor signs it and files it with us. We are not responsible for the validity of any assignment. Federal law prohibits or restricts the assignment of benefits under many types of retirement plans and the terms of such plans may themselves contain restrictions on assignments. An assignment may also result in taxes or tax penalties. You should consult an attorney before trying to assign your Contract. 14 PROSPECTUS

PURCHASES - -------------------------------------------------------------------------------- MINIMUM PURCHASE PAYMENTS Your initial Purchase Payment must be at least $10,000 ($10,000 for a Qualified Contract). All subsequent Purchase Payments must be $500 or more. The maximum Purchase Payment is $2,000,000 ($1,000,000 for the AIM Lifetime America Freedom/SM/) without prior approval. We reserve the right to change the minimum Purchase Payment and to change the maximum Purchase Payment. You may make Purchase Payments of at least $500 at any time prior to the Payout Start Date. We also reserve the right to reject any application. AUTOMATIC ADDITIONS PROGRAM You may make subsequent Purchase Payments of at least $100 ($500 for allocation to the Fixed Account Options) by automatically transferring money from your bank account. Consult your representative for more detailed information. ALLOCATION OF PURCHASE PAYMENTS At the time you apply for a Contract, you must decide how to allocate your Purchase Payments among the investment alternatives. The allocation you specify on your application will be effective immediately. All allocations must be in whole percents that total 100% or in whole dollars. You can change your allocations by notifying us in writing. We will allocate your Purchase Payments to the investment alternatives according to your most recent instructions on file with us. Unless you notify us in writing otherwise, we will allocate subsequent Purchase Payments according to the allocation for the previous Purchase Payment. We will effect any change in allocation instructions at the time we receive written notice of the change in good order. We will credit the initial Purchase Payment that accompanies your completed application to your Contract within 2 business days after we receive the payment at our service center in Vernon Hills (mailing address: P.O. BOX 80469, LINCOLN, NE 68501-0469). If your application is incomplete, we will ask you to complete your application within 5 business days. If you do so, we will credit your initial Purchase Payment to your Contract within that 5 business day period. If you do not, we will return your Purchase Payment at the end of the 5 business day period unless you expressly allow us to hold it until you complete the application. We will credit subsequent Purchase Payments to the Contract at the close of the business day on which we receive the Purchase Payment in good order at our service center as described above. We use the term "BUSINESS DAY" to refer to each day Monday through Friday that the New York Stock Exchange is open for business. We also refer to these days as "VALUATION DATES." Our business day closes when the New York Stock Exchange closes, usually 4 p.m. Eastern Time (3 p.m. Central Time). If we receive your Purchase Payment after 3 p.m. Central Time on any Valuation Date, we will credit your Purchase Payment using the Accumulation Unit Values computed on the next Valuation Date. RIGHT TO CANCEL You may cancel the Contract by returning it to us within the Cancellation Period, which is the 20 day period after you receive the Contract, or a longer period should your state require it. You may return it by delivering it or mailing it to us. If you exercise this "RIGHT TO CANCEL," the Contract terminates and we will pay you the full amount of your Purchase Payments allocated to the Fixed Account. We also will return your Purchase Payments allocated to the Variable Account adjusted, to the extent federal or state law permits, to reflect investment gain or loss that occurred from the date of allocation through the date of cancellation. Some states may require us to return a greater amount to you. If your Contract is qualified under Code Section 408(b), we will refund the greater of any purchase payment or the Contract Value. In states where we are required to refund Purchase Payments, we reserve the right during the Cancellation Period to invest any Purchase Payments you allocated to a Variable Sub-Account to the Money Market Variable Sub-Account available under the Contract. We will notify you if we do so. At the end of the Cancellation Period, we will allocate the amount in the Money Market Variable Sub-Account to the Variable Sub-Account as you originally designated. 15 PROSPECTUS

CONTRACT VALUE - -------------------------------------------------------------------------------- On the Issue Date, your Contract Value is equal to your initial purchase payment. Thereafter, your Contract Value at any time during the Accumulation Phase is equal to the sum of the value of your Accumulation Units in the Variable Sub-Accounts you have selected, plus the value of your investment in the Fixed Account Options. ACCUMULATION UNITS To determine the number of Accumulation Units of each Variable Sub-Account to credit to your Contract, we divide (i) the amount of the Purchase Payment or transfer you have allocated to a Variable Sub-Account by (ii) the Accumulation Unit Value of that Variable Sub-Account next computed after we receive your payment or transfer. For example, if we receive a $10,000 Purchase Payment allocated to a Variable Sub-Account when the Accumulation Unit Value for the Sub-Account is $10, we would credit 1,000 Accumulation Units of that Variable Sub-Account to your Contract. Withdrawals and transfers from a Variable Sub-Account would, of course, reduce the number of Accumulation Units of that Sub-Account allocated to your Contract. ACCUMULATION UNIT VALUE As a general matter, the Accumulation Unit Value for each Variable Sub-Account will rise or fall to reflect: .. changes in the share price of the Fund in which the Variable Sub-Account invests, and .. the deduction of amounts reflecting the mortality and expense risk charge, administrative expense charge, and any provision for taxes that have accrued since we last calculated the Accumulation Unit Value. We determine contract maintenance charges, withdrawal charges, Income Benefit Rider charges (if applicable), and transfer fees separately for each Contract. They do not affect Accumulation Unit Value. Instead, we obtain payment of those charges and fees by redeeming Accumulation Units. For details on how we compute Accumulation Unit Value, please refer to the Statement of Additional Information. We determine a separate Accumulation Unit Value for each Variable Sub-Account on each Valuation Date. We also determine a separate set of Accumulation Unit Values reflecting the cost of the Enhanced Death Benefit Rider, the Enhanced Earnings Death Benefit Rider, and the Income Benefit Rider. YOU SHOULD REFER TO THE PROSPECTUSES FOR THE FUNDS THAT ACCOMPANY THIS PROSPECTUS FOR A DESCRIPTION OF HOW THE ASSETS OF EACH FUND ARE VALUED, SINCE THAT DETERMINATION DIRECTLY BEARS ON THE ACCUMULATION UNIT VALUE OF THE CORRESPONDING VARIABLE SUB-ACCOUNT AND, THEREFORE, YOUR CONTRACT VALUE. 16 PROSPECTUS

INVESTMENT ALTERNATIVES: THE VARIABLE SUB-ACCOUNTS - -------------------------------------------------------------------------------- You may allocate your purchase payments to up to 18 Variable Sub-Accounts. Each Variable Sub-Account invests in the shares of a corresponding Fund. Each Fund has its own investment objective(s) and policies. We briefly describe the Funds below. For more complete information about each Fund, including expenses and risks associated with the Fund, please refer to the accompanying prospectuses for the Fund. You should carefully review the Fund prospectuses before allocating amounts to the Variable Sub-Accounts. A I M Advisors, Inc. serves as the investment advisor to each Fund. SERIES II SHARES: EACH FUND SEEKS*: INVESTMENT ADVISOR - --------------------------------------------------------------------------------------- AIM V.I. Aggressive Growth Long-term growth of capital Fund** - ----------------------------------------------------------------- AIM V.I. Balanced Fund As high a total return as possible, consistent with preservation of capital - ----------------------------------------------------------------- AIM V.I. Basic Value Fund Long-term growth of capital - ----------------------------------------------------------------- AIM V.I. Blue Chip Fund Long-term growth of capital with a secondary objective of current income - ----------------------------------------------------------------- AIM V.I. Capital Appreciation Growth of capital Fund - ----------------------------------------------------------------- AIM V.I. Capital Development Long-term growth of capital Fund - -----------------------------------------------------------------A I M ADVISORS, INC. AIM V.I. Core Equity Fund Growth of capital - ----------------------------------------------------------------- AIM V.I. Dent Demographic Long-term growth of capital Trends Fund*** - ----------------------------------------------------------------- AIM V.I. Diversified Income High level of current income Fund - ----------------------------------------------------------------- AIM V.I. Government Securities High level of current income Fund consistent with reasonable concern for safety of principal - ----------------------------------------------------------------- AIM V.I. Growth Fund Growth of capital - ----------------------------------------------------------------- AIM V.I. High Yield Fund High level of current income - ----------------------------------------------------------------- AIM V.I. International Growth Long-term growth of capital Fund - --------------------------------------------------------------------------------------- AIM V.I. Mid Cap Core Equity Long-term growth of capital Fund - ----------------------------------------------------------------- AIM V.I. Money Market Fund As high a level of current income as is consistent with the preservation of capital and liquidity - ----------------------------------------------------------------- AIM V.I. Premier Equity Fund Long-term growth of capital with income as a secondary objective - ----------------------------------------------------------------- AIM V.I. Technology Fund Seeks capital growth - ----------------------------------------------------------------- AIM V.I. Utilities Fund Seeks capital growth and current income - ----------------------------------------------------------------- *The investment objective(s) of each Fund may be changed by the Board of Trustees without shareholder approval. **Due to the sometime limited availability of common stocks of small-cap companies that meet the investment criteria for AIM V.I. Aggressive Growth Fund, the Fund may periodically suspend or limit the offering of its shares. The Fund will be closed to new participants when Fund assets reach $200 million. During closed periods, the Fund will accept additional investments from existing participants. ***The AIM V.I. Dent Demographic Trends Fund is sub-advised by H.S. Dent Advisors, Inc. Amounts you allocate to variable Sub-Accounts may grow in value, decline in value, or grow less than you expect, depending on the investment performance of the Funds in which those Variable Sub-Accounts invest. You bear the investment risk that the Funds might not meet their investment objectives. Shares of the Funds are not deposits, or obligations of, or guaranteed or endorsed by any bank and are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other agency. 17 PROSPECTUS

INVESTMENT ALTERNATIVES: THE FIXED ACCOUNT OPTIONS - -------------------------------------------------------------------------------- You may allocate all or a portion of your purchase payments to the Fixed Account. The Fixed Account Options available under each of the three contract options are: .. GUARANTEED MATURITY FIXED ACCOUNT OPTION .. 6 MONTH DOLLAR COST AVERAGING OPTION .. 12 MONTH DOLLAR COST AVERAGING OPTION We may offer additional Fixed Account options in the future. We will credit a minimum annual interest rate of 3% to money you allocate to any of the Fixed Account Options. The Fixed Account Options may not be available in all states. Please consult with your representative for current information. The Fixed Account supports our insurance and annuity obligations. The Fixed Account consists of our general account assets other than those in segregated asset accounts. We have sole discretion to invest the assets of the Fixed Account, subject to applicable law. Any money you allocate to a Fixed Account Option does not entitle you to share in the investment experience of the Fixed Account. DOLLAR COST AVERAGING FIXED ACCOUNT OPTIONS The Dollar Cost Averaging Fixed Account Options are two of the investment alternatives that you can use to establish a Dollar Cost Averaging Program, as described on page 22. These options allow you to allocate purchase payments to the Fixed Account for 6 months (the "6 MONTH DOLLAR COST AVERAGING OPTION"), or for 12 months (the "12 MONTH DOLLAR COST AVERAGING OPTION") depending on the form of contract you are in. Your purchase payments will earn interest for the period you select at the current rates in effect at the time of allocation. Rates may differ from those available for the Guarantee Periods described below. You must transfer all of your money out of the 6 or 12 Month Dollar Cost Averaging Options to other investment alternatives that you have selected in equal monthly installments beginning the next business day after allocation. The number of monthly installments must be no more than 6 for the 6 Month Dollar Cost Averaging Option and no more than 12 for the 12 Month Dollar Cost Averaging Option. At the end of the applicable transfer period, any amount remaining in the 6 or 12 Month Dollar Cost Averaging Options will be automatically transferred to the same sub-accounts as your prior 6 or 12 transfers, unless you request a different investment alternative. Transfers out of the 6 or 12 Month Dollar Cost Averaging Options do not count towards the 12 transfers you can make without paying a transfer fee. If we do not receive allocation instructions from you within one month of the date of the payment, the payment plus associated interest will be transferred to the Money Market Variable Sub-Account in equal monthly installments using the longest transfer period being offered at the time the Purchase Payment is made. At the end of the applicable transfer period, any nominal amounts remaining in the Dollar Cost Averaging Option will be allocated to the Money Market Variable Sub-Account. Transfers out of the 6 or 12 Month Dollar Cost Averaging Options do not count towards the 12 transfers you can make without paying a transfer fee. You may not transfer funds from other investment alternatives to either the 6 or 12 Month Dollar Cost Averaging Options. The 6 or 12 Month Dollar Cost Averaging Options may not be available in your state. Please check with your representative for availability. INVESTMENT RISK We bear the investment risk for all amounts allocated to the 6 Month DCA Fixed Account Option and the 12 Month DCA Fixed Account Option. That is because we guarantee the current and renewal interest rates we credit to the amounts you allocate to these Options, which will never be less than the minimum guaranteed rate in the Contract. Currently, we determine, in our sole discretion, the amount of interest credited in excess of the guaranteed rate. We may declare more than one interest rate for different monies based upon the date of allocation to the 6 Month DCA Fixed Account Option and the 12 Month DCA Fixed Account Option. For current interest rate information, please contact your representative or our customer support unit at 1-800-776-6978. GUARANTEE PERIODS Each payment or transfer allocated to a Guarantee Period earns interest at a specified rate that we guarantee for a period of years. Guarantee Periods may range from 1 to 10 years. In the future we may offer Guarantee Periods of different lengths or stop offering some Guarantee Periods. You select the Guarantee Period for each payment or transfer. If you do not select a Guarantee Period, we will assign the same period(s) you selected for your most recent purchase payment(s), if available. Each payment or transfer allocated to a Guarantee Period must be at least $500. We reserve the right to limit the number of additional purchase payments that you may allocate to this Option. The Guarantee Periods may not be available in your state. Please check with your representative for availability. 18 PROSPECTUS

INTEREST RATES We will tell you what interest rates and Guarantee Periods we are offering at a particular time. We will not change the interest rate that we credit to a particular allocation until the end of the relevant Guarantee Period. We may declare different interest rates for Guarantee Periods of the same length that begin at different times. We have no specific formula for determining the rate of interest that we will declare initially or in the future. We will set those interest rates based on investment returns available at the time of the determination. In addition, we may consider various other factors in determining interest rates including regulatory and tax requirements, our sales commission and administrative expenses, general economic trends, and competitive factors. WE DETERMINE THE INTEREST RATES TO BE DECLARED IN OUR SOLE DISCRETION. WE CAN NEITHER PREDICT NOR GUARANTEE WHAT THOSE RATES WILL BE IN THE FUTURE. For current interest rate information, please contact your representative or Allstate Life at 1-800-776-6978. HOW WE CREDIT INTEREST We will credit interest daily to each amount allocated to a Guarantee Period at a rate that compounds to the annual interest rate that we declared at the beginning of the applicable Guarantee Period. The following example illustrates how a purchase payment allocated to a Guaranteed Period would grow, given an assumed Guarantee Period and annual interest rate: Purchase Payment.................................................... $10,000 Guarantee Period.................................................... 5 years Annual Interest Rate................................................ 4.50% END OF CONTRACT YEAR YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 ---------- ---------- ---------- ---------- ------------ Beginning Contract Value $10,000.00 X (1 + Annual Interest Rate) X 1.045 ---------- $10,450.00 Contract Value at end of Contract Year $10,450.00 X (1 + Annual Interest Rate) X 1.045 ---------- $10,920.25 Contract Value at end of Contract Year $10,920.25 X (1 + Annual Interest Rate) X 1.045 ---------- $11,411.66 Contract Value at end of Contract Year $11,411.66 X (1 + Annual Interest Rate) X 1.045 ---------- $11,925.19 Contract Value at end of Contract Year $11,925.19 X (1 + Annual Interest Rate) X 1.045 ---------- $12,461.82 Total Interest Credited During Guarantee Period = $2,461.82 ($12,461.82 - $10,000.00). This example assumes no withdrawals during the entire 5 year Guarantee Period. If you were to make a withdrawal, you may be required to pay a withdrawal charge. In addition, the amount withdrawn may be increased or decreased by a Market Value Adjustment that reflects changes in interest rates since the time you invested the amount withdrawn see page 23. The hypothetical interest rate is for illustrative purposes only and is not intended to predict either current or future interest rates to be declared under the Contract. Actual interest rates declared for any given Guarantee Period may be more or less than shown above. RENEWALS Prior to the end of each Guarantee Period, we will mail you a notice asking you what to do with your money, including the accrued interest. At the end of a Guarantee Period, we will automatically renew the Guarantee Period value to a Guarantee Period of the same duration, if available, to be established on the day the previous Guarantee Period expired. In certain states your money will automatically renew into a new Guarantee Period of the shortest duration available to be established on the day the previous Guarantee Period expired, or to the Money Market Variable Sub-account if no Guarantee Periods are available at the time of expiration of the pervious Guarantee Period. Please consult with your representative. During the 30-day period after the end of the Guarantee Period, you may: 1) Take no action and your money will remain in the newly established Guarantee Period, if available, or the Money Market Variable Sub-account (Please consult with your representative); or 19 PROSPECTUS

2) Instruct us to apply your money to one or more new Guarantee Periods of your choice to be established on the day we receive the instruction. The new interest rate will be our then current declared rate for those Guarantee Periods; or 3) Instruct us to transfer all or a portion of your money to one or more Variable Sub-Accounts of the Variable Account. We will effect the transfer at the next unit value we calculate after we receive your instructions. We will not adjust the amount transferred to include a Market Value Adjustment; or 4) Withdraw all or a portion of your money. You may be required to pay a withdrawal charge, but we will not adjust the amount withdrawn to include a Market Value Adjustment. You may also be required to pay premium taxes and income tax withholding, if applicable. In this case, the amount withdrawn will be deemed to have been withdrawn on the day we received notification. MARKET VALUE ADJUSTMENT All withdrawals and transfers from a Guarantee Period, other than those taken during the 30 day period after such Guarantee Period expires, may be subject to a Market Value Adjustment. A Market Value Adjustment also may apply upon payment of a death benefit and when you apply amounts currently invested in a Guarantee Period to an Income Plan (unless paid or applied during the 30-day period after such Guarantee Period expires). We will not apply a Market Value Adjustment to a withdrawal you make: .. that qualifies for one of the waivers as described on page 24, .. to satisfy the IRS minimum distribution rules for the Contract, or .. a single withdrawal made by a surviving spouse made within one year after continuing the Contract. We apply the Market Value Adjustment to reflect changes in interest rates from the time you first allocate money to a Guarantee Period to the time you remove it from that Guarantee Period. We calculate the Market Value Adjustment by comparing the TREASURY RATE for a period equal to the Guarantee Period at its inception to the Treasury Rate for a period equal to the Guarantee Period when you remove your money. "TREASURY RATE" means the U.S. Treasury Note Constant Maturity Yield as reported in Federal Reserve Board Statistical Release H.15. The Market Value Adjustment may be positive or negative, depending on changes in interest rates. As such, you bear the investment risk associated with changes in interest rates. If interest rates increase significantly, the Market Value Adjustment and any withdrawal charge, premium taxes, and income tax withholding (if applicable) could reduce the amount you receive upon full withdrawal from a Guaranteed Period to an amount that is less than the purchase payment applied to that period plus interest earned under the Contract. Generally, if the original Treasury Rate at the time you allocate money to a Guarantee Period is higher than the applicable current Treasury Rate for a period equal to the Guarantee Period, then the Market Value Adjustment will result in a higher amount payable to you, transferred or applied to an Income Plan. Conversely, if the Treasury Rate at the time you allocate money to a Guarantee Period is lower than the applicable Treasury Rate for a period equal to the Guarantee Period, then the Market Value Adjustment will result in a lower amount payable to you, transferred or applied to an Income Plan. For example, assume that you purchase a Contract and you select an initial Guarantee Period of 5 years and the 5 year Treasury Rate for that duration is 4.50%. Assume that at the end of 3 years, you make a partial withdrawal. If, at that later time, the current 5 year Treasury Rate is 4.20%, then the Market Value Adjustment will be positive, which will result in an increase in the amount payable to you. Conversely, if the current 5 year Treasury Rate is 4.80%, then the Market Value Adjustment will be negative, which will result in a decrease in the amount payable to you. The formula for calculating Market Value Adjustments is set forth in Appendix B to this prospectus, which also contains additional examples of the application of the Market Value Adjustment. The Market Value Adjustment may not be applicable in your state. Please check with your representative. 20 PROSPECTUS

INVESTMENT ALTERNATIVES: TRANSFERS - -------------------------------------------------------------------------------- TRANSFERS DURING THE ACCUMULATION PHASE During the Accumulation Phase, you may transfer Contract Value among the investment alternatives. You may not transfer Contract Value to the Six Month Fixed Account or the Twelve Month Dollar Cost Averaging Fixed Account Options. You may request transfers in writing on a form that we provided or by telephone according to the procedure described below. The minimum amount that you may transfer into a Guarantee Period is $500. A transfer fee of $25 applies to each transfer after the 12th in any Contract Year. Multiple transfers on a single trading day are considered a single transfer. We will process transfer requests that we receive before 3:00 p.m. Central Time on any Valuation Date using the Accumulation Unit Values for that Date. We will process requests completed after 3:00 p.m. Central Time on any Valuation Date using the Accumulation Unit Values for the next Valuation Date. The Contract permits us to defer transfers from the Fixed Account for up to six months from the date we receive your request. If we decide to postpone transfers for 30 days or more, we will credit you contract with interest as required by applicable law. Any interest would be credited from the date we receive the transfer request to the date we make the transfer. If you transfer an amount from a Guarantee Period other than during the 30 day period after such Guarantee Period expires, we may increase or decrease the amount transferred by a Market Value Adjustment. In certain states, a Market Value Adjustment may not apply. In these states, the total amount of transfers and withdrawals from each Guarantee Period of the Guaranteed Maturity Fixed Account during a Contract Year cannot exceed 25% of the purchase payment or the amount transferred into that Guarantee Period. For each Guarantee Period, any portion of the total allowable transfer and withdrawal amount that is not transferred or withdrawn in that Contract Year will not increase the allowable transfer and withdrawal amount in any subsequent Contract Year. This limitation will be waived for amounts transferred during the 30-day period after the Guarantee Period expires. This limitation does not apply to any Dollar Cost Averaging Fixed Accounts. Please consult your representative. We reserve the right to waive any transfer restrictions. TRANSFERS DURING THE PAYOUT PHASE During the Payout Phase, you may make transfers among the Variable Sub-Accounts so as to change the relative weighting of the Variable Sub-Accounts on which your variable income payments will be based. You may make up to 12 transfers per Contract Year. You may not convert any portion of your fixed income payments into variable income payments. You may make transfers from the Variable Sub-Accounts to increase the proportion of your income payments consisting of fixed income payments. TELEPHONE TRANSFERS You may make transfers by telephone by calling 1-800-776-6978. The cut-off time for telephone transfer requests is 3:00 p.m. Central Time. In the event that the New York Stock Exchange closes early, i.e., before 3:00 p.m. Central Time, or in the event that the Exchange closes early for a period of time but then reopens for trading on the same day, we will process telephone transfer requests as of the close of the Exchange on that particular day. We will not accept telephone requests received at any telephone number other than the number that appears in this paragraph or received after the close of trading on the Exchange. We may suspend, modify or terminate the telephone transfer privilege, as well as any other electronic or automated means we previously approved, at any time without notice. We use procedures that we believe provide reasonable assurance that the telephone transfers are genuine. For example, we tape telephone conversations with persons purporting to authorize transfers and request identifying information. Accordingly, we disclaim any liability for losses resulting from allegedly unauthorized telephone transfers. However, if we do not take reasonable steps to help ensure that a telephone authorization is valid, we may be liable for such losses. MARKET TIMING & EXCESSIVE TRADING The Contracts are intended for long-term investment. Market timing and excessive trading can potentially dilute the value of Variable Sub-Accounts and can disrupt management of a Fund and raise its expenses, which can impair Fund performance. Our policy is not to accept knowingly any money intended for the purpose of market timing or excessive trading. Accordingly, you should not invest in the Contract if your purpose is to engage in market timing or excessive trading, and you should refrain from such practices if you currently own a Contract. We seek to detect market timing or excessive trading activity by reviewing trading activities. Funds also may report suspected market-timing or excessive trading activity to us. If we identify a pattern of market-timing or excessive trading activity, we will make further inquiry and may, depending on the circumstances, impose trading limitations as described below under "Trading Limitations" consistent with applicable law and the Contract. Because there is no universally accepted definition of what constitutes market timing or excessive trading, we will use our reasonable judgment based on all of the circumstances. We will apply these limitations on a 21 PROSPECTUS

uniform basis to all Contract owners we determine have engaged in market timing or excessive trading. While we seek to deter market timing and excessive trading in Variable Sub-Accounts, not all market timing or excessive trading is identifiable or preventable. Therefore, we cannot guarantee that we can prevent such trading activity in all cases or before it occurs. TRADING LIMITATIONS We reserve the right to limit transfers among the investment alternatives in any Contract year, or to refuse any transfer request, if: .. we believe, in our sole discretion, that certain trading practices, such as excessive trading or market timing ("Prohibited Trading Practices"), by, or on behalf of, one or more Contract Owners, or a specific transfer request or group of transfer requests, may have a detrimental effect on the Accumulation Unit Values of any Variable Sub-Account or on the share prices of the corresponding Fund or otherwise would be to the disadvantage of other Contract Owners; or .. we are informed by one or more of the Funds that they intend to restrict the purchase, exchange, or redemption of Fund shares because of Prohibited Trading Practices or because they believe that a specific transfer or group of transfers would have a detrimental effect on the prices of Fund shares. We may apply the restrictions in any manner reasonably designed to prevent transfers that we consider disadvantageous to other Contract Owners. DOLLAR COST AVERAGING PROGRAM Through our Dollar Cost Averaging Program, you may automatically transfer a fixed dollar amount every month from any Variable Sub-Account, the Six Month Dollar Cost Averaging Fixed Account or the Twelve Month Dollar Cost Averaging Fixed Account, to any of the other Variable Sub-Accounts. You may not use the Dollar Cost Averaging Program to transfer amounts to the Guarantee Periods. This program is available only during the Accumulation Phase. We will not charge a transfer fee for transfers made under this Program, nor will such transfer count against the 12 transfers you can make each Contract Year without paying a transfer fee. The theory of dollar cost averaging is that if purchases of equal dollar amounts are made at fluctuating prices, the aggregate average cost per unit will be less than the average of the unit prices on the same purchase dates. However, participation in this Program does not assure you of a greater profit from your purchases under the Program nor will it prevent or necessarily reduce losses in a declining market. Call or write us for instructions on how to enroll. AUTOMATIC FUND REBALANCING PROGRAM Once you have allocated your money among the Variable Sub-Accounts, the performance of each Sub-Account may cause a shift in the percentage of your contract value allocated to each Sub-Account. If you select our Automatic Fund Rebalancing Program, we will automatically rebalance the Contract Value in each Variable Sub-Account and return it to the desired percentage allocations. We will not include money you allocate to the Fixed Account Options in the Automatic Fund Rebalancing Program. We will rebalance your account monthly, quarterly, semi-annually, or annually, depending on your instructions. At the end of the period you select, we will transfer amounts among the Variable Sub-Accounts to achieve the percentage allocations you specify. You can change your allocations at any time by contacting us in writing or by telephone. The new allocation will be effective with the first rebalancing that occurs after we receive your request. We are not responsible for rebalancing that occurs prior to receipt of your request. EXAMPLE: Assume that you want your initial purchase payment split among 2 Variable Sub-Accounts. You want 40% to be in the AIM V.I. Diversified Income Variable Sub-Account and 60% to be in the AIM V.I. Growth Variable Sub-Account. Over the next 2 months the bond market does very well while the stock market performs poorly. At the end of the first quarter, the AIM V.I. Diversified Income Variable Sub-Account now represents 50% of your holdings because of its increase in value. If you choose to have your holdings rebalanced quarterly, on the first day of the next quarter we would sell some of your units in the AIM V.I. Diversified Income Variable Sub-Account and use the money to buy more units in the AIM V.I. Growth Variable Sub-Account so that the percentage allocations would again be 40% and 60% respectively. The Automatic Fund Rebalancing Program is available only during the Accumulation Phase. The transfers made under the Program do not count towards the 12 transfers you can make without paying a transfer fee, and are not subject to a transfer fee. Fund rebalancing is consistent with maintaining your allocation of investments among market segments, although it is accomplished by reducing your Contract Value allocated to the better performing segments. 22 PROSPECTUS

EXPENSES - -------------------------------------------------------------------------------- As a Contract Owner, you will bear, directly or indirectly, the charges and expenses described below. MORTALITY AND EXPENSE RISK CHARGE We deduct a mortality and expense risk charge daily from the net assets you have invested in the Variable Sub-Accounts. The annual rate of the charge is: .. 1.20% FOR AIM LIFETIME AMERICA CLASSIC /SM/ .. 1.35% FOR AIM LIFETIME AMERICA REGAL /SM/ .. 1.40% FOR AIM LIFETIME AMERICA FREEDOM /SM/ The mortality and expense risk charge is for the insurance benefits available with your Contract (including our guarantee of annuity rates and the death benefits), for certain expenses of the Contract, and for assuming the risk (expense risk) that the current charges will be sufficient in the future to cover the cost of administering the Contract. If the charges under the Contract are not sufficient, then we will bear the loss. If you select the Enhanced Death Benefit Rider Option, the mortality and expense risk charge will include an additional 0.25% for the Option. If you select the Enhanced Earnings Death Benefit Option, the mortality and expense risk charge will include an additional 0.15% for the Option if, on the Rider Date, either the Contract Owner or Annuitant is age 55 or younger; an additional 0.25% for the Option if, on the Rider Date, either the oldest Contract Owner or Annuitant is between age 56 and 65; and an additional 0.35% for the Option if, on the Rider Date, either the oldest Contract Owner or the Annuitant is age 66 or older. If you select the Income Benefit Rider Option, the mortality and expense risk charge will include an additional 0.30% for the Option. We guarantee that we will not raise the mortality and expense risk charge. We assess the mortality and expense risk charge during both the Accumulation Phase and the Payout Phase. After the Payout Start Date, mortality and expense risk charges for the Enhanced Death Benefit, Enhanced Earnings Death Benefit and the Income Benefit will cease. ADMINISTRATIVE EXPENSE CHARGE We deduct an administrative expense charge daily at an annual rate of 0.10% of the average daily net assets you have invested in the Variable Sub-Accounts. We intend this charge to cover actual administrative expenses. There is no necessary relationship between the amount of administrative charge imposed on a given Contract and the amount of expenses that may be attributed to that Contract. We assess this charge each day during the Accumulation Phase and the Payout Phase. We guarantee that we will not raise this charge. TRANSFER FEE We impose a $25 fee upon transfers in excess of 12 during any Contract Year. We will not charge a transfer fee on transfers that are part of a Dollar Cost Averaging or Automatic Fund Rebalancing Program. WITHDRAWAL CHARGE We may assess a withdrawal charge from the purchase payment(s) you withdraw. The amount of the charge will depend on the number of years that have elapsed since we received the purchase payment being withdrawn.If you make a withdrawal before the Payout Start Date, we will apply the withdrawal charge percentage in effect on the date of the withdrawal, or the withdrawal charge percentage in effect on the following day, whichever is lower. A schedule showing the charge applicable for each Contract appears on page 9. The Contracts differ in the following respects: AIM LIFETIME AMERICA CLASSIC /S//M/ and AIM LIFETIME AMERICA REGAL /SM/. Under the AIM Lifetime America Classic and AIM Lifetime America Regal Option, you can withdraw up to the FREE WITHDRAWAL AMOUNT each Contract Year without paying a withdrawal charge; however, the amount withdrawn may be subject to a Market Value Adjustment. The Free Withdrawal Amount is equal to the greater of 15% of purchase payments, or 15% of the Contract Value as of the beginning of the Contract Year. Unused portions of the "Free Withdrawal Amount "are not carried forward to future Contract Years. AIM LIFETIME AMERICA FREEDOM /SM / Under the AIM Lifetime America Freedom/SM/ Option, there is no withdrawal charge on any withdrawals. However, any amount withdrawn from a guarantee period fixed option may be subject to a Market Value Adjustment. ALL OPTIONS We will deduct withdrawal charges, if applicable, from the amount paid. For purposes of the withdrawal charge, we will treat withdrawals as coming from the oldest payments first. However, for federal income tax purposes, earnings are considered to come out first, which means you pay taxes on the earnings portion of your withdrawal. We do not apply a withdrawal charge in the following situations: .. the death of the Contract Owner or Annuitant (unless the Death Benefit equals the settlement value); .. withdrawals taken to satisfy IRS minimum distribution rules for the Contract; or .. withdrawals that qualify for one of the waivers as described below. We use the amounts obtained from the withdrawal charge to recover the cost of sales commissions and other promotional or distribution expenses associated with 23 PROSPECTUS

marketing the Contracts. To the extent that the withdrawal charge does not cover all sales commissions and other promotional or distribution expenses, we may use any of our corporate assets, including potential profit which may arise from the mortality and expense risk charge or any other charges or fee described above, to make up any difference. Withdrawals also may be subject to tax penalties or income tax and a Market Value Adjustment. You should consult your own tax counsel or other tax advisers regarding any withdrawals. CONFINEMENT WAIVER We will waive the withdrawal charge and any Market Value Adjustment on all withdrawals taken under your Contract if the following conditions are satisfied: .. You or the Annuitant, if the Contract Owner is not a living person, are confined to a long term care facility or a hospital for at least 90 consecutive days. You or the Annuitant must enter the long term care facility or hospital at least 30 days after the Issue Date; .. You request the withdrawal and provide written proof of the stay no later than 90 days following the end of your or the Annuitant's stay at the long term care facility or hospital; and .. A physician must have prescribed the stay and the stay must be medically necessary (as defined in the Contract). You may not claim this benefit if you, the Annuitant, or a member of your or the Annuitant's immediate family, is the physician prescribing your or the Annuitant's stay in a long term care facility. TERMINAL ILLNESS WAIVER We will waive the withdrawal charge and any Market Value Adjustment on all withdrawals taken under your Contract if: .. you or the Annuitant (if the Contract Owner is not a living person) are first diagnosed with a terminal illness at least 30 days after the Issue Date; and .. you claim this benefit, request a withdrawal and deliver adequate proof of diagnosis to us. UNEMPLOYMENT WAIVER We will waive the withdrawal charge and any Market Value Adjustment on one partial or a full withdrawal taken under your Contract, if you meet the following requirements: .. you or the Annuitant, if the Contract Owner is not a living person, become unemployed at least one year after the Issue Date; .. you or the Annuitant, if the Contract Owner is not a living person, receive unemployment compensation (as defined in the Contract) for at least 30 days as a result of that unemployment and we receive due proof thereof (as defined in the Contract) prior to or at the time of the withdrawal request; and .. you or the Annuitant, if the Contract Owner is not a living person, claim this benefit and request a withdrawal within 180 days of your or the Annuitant's initial receipt of unemployment compensation. Please refer to your Contract for more detailed information about the terms and conditions of these waivers. The laws of your state may limit the availability of these waivers and may also change certain terms and/or benefits available under the waivers. You should consult your Contract for further details on these variations. Also, even if you do not pay a withdrawal charge or a Market Value Adjustment because of these waivers, you still may be required to pay taxes or tax penalties on the amount withdrawn. You should consult your tax adviser to determine the effect of a withdrawal on your taxes. PREMIUM TAXES Some states and other governmental entities (e.g., municipalities) charge premium taxes or similar taxes. We are responsible for paying these taxes and will deduct them from your Contract Value. Some of these taxes are due when the Contract is issued, others are due when income payments begin or upon surrender. Our current practice is not to charge for these taxes against your Contract until income payments begin or when a total withdrawal occurs, including payment upon death. At our discretion, we may discontinue this practice and deduct premium taxes from the purchase payments. Premium taxes generally range from 0% to 4%, depending on the state. At the Payout Start Date, if applicable, we deduct the charge for premium taxes from each investment alternative in the proportion that the Contract Owner's value in the investment alternative bears to the total Contract Value. DEDUCTION FOR SEPARATE ACCOUNT INCOME TAXES We are not currently maintaining a provision for taxes. In the future, however, we may establish a provision for taxes if we determine, in our sole discretion, that we will incur a tax as a result of the operation of the Variable Account. We will deduct for any taxes we incur as a result of the operation of the Variable Account, whether or not we previously made a provision for taxes and whether or not it was sufficient. Our status under the Internal Revenue Code is briefly described in the "Taxes" section of this prospectus. OTHER EXPENSES Each Fund deducts advisory fees and other expenses from its assets. You indirectly bear the charges and expenses of the Fund whose shares are held by the Variable Sub-Accounts. These fees and expenses are described in the accompanying prospectus for the Funds. For a summary 24 PROSPECTUS

of current estimates of those charges and expenses, see pages 9 above. We may receive compensation from A I M Advisors, Inc., for administrative services we provide to the Funds. ACCESS TO YOUR MONEY - -------------------------------------------------------------------------------- You can withdraw some or all of your Contract Value at any time prior to the Payout Start Date. Withdrawals also are available under limited circumstances on or after the Payout Start Date. See "INCOME PLANS" on page 26. The amount payable upon withdrawal is the Contract Value (or portion thereof) next computed after we receive the request for a withdrawal at our service center, adjusted by any Market Value Adjustment less any withdrawal charges, income tax withholding, penalty tax, and any premium taxes. We will pay withdrawals from the Variable Account within 7 days of receipt of the request, subject to postponement in certain circumstances. You can withdraw money from the Variable Account or the Fixed Account Options. To complete a partial withdrawal from the Variable Account, we will cancel Accumulation Units in an amount equal to the withdrawal and any applicable withdrawal charge and premium taxes. You must name the investment alternative from which you are taking the withdrawal. If none are named, then we will withdraw the amount proportionately from the investment portfolios in which you are invested. In general, you must withdraw at least $50 at a time. You also may withdraw a lesser amount if you are withdrawing your entire interest in a Variable Sub-Account. In certain states, where a Market Value Adjustment does not apply, the total amount of transfers and partial withdrawals from each Guarantee Period of the GUARANTEED MATURITY FIXED ACCOUNT during a Contract Year cannot exceed 25% of the purchase payment or the amount transferred into that Guarantee Period. For each Guarantee Period, any portion of the total allowable transfer and withdrawal amount that is not transferred or withdrawn in that Contract year will not increase the allowable transfer and withdrawal amount in any subsequent Contract Year. This limitation will be waived for amounts transferred during the 30-day period after the Guarantee Period expires. This limitation does not apply to any Dollar Cost Averaging Fixed Accounts. Please consult with your representative. These limitations do not apply to a full withdrawal of your Contract Value. If you request a total withdrawal, we may require you to return your Contract to us. Withdrawals taken prior to annuitization (referred to in this prospectus as the Payout Phase) are generally considered to come from the earnings in the Contract first. If the Contract is tax-qualified, generally all withdrawals are treated as distributions of earnings. Withdrawals of earnings are taxed as ordinary income and, if taken prior to age 59 1/2, may be subject to an additional 10% federal tax penalty. POSTPONEMENT OF PAYMENTS We may postpone the payment of any amounts due from the Variable Account under the Contract if: 1) The New York Stock Exchange is closed for other than usual weekends or holidays, or trading on the Exchange is otherwise restricted; 2) An emergency exists as defined by the SEC; or 3) The SEC permits delay for your protection. In addition, we may delay payments or transfers from the Fixed Account Options for up to 6 months (or shorter period if required by law). If we delay payment for 30 days or more, we will credit your Contract with interest as required by law. SYSTEMATIC WITHDRAWAL PROGRAM You may choose to receive systematic withdrawal payments on a monthly, quarterly, semi-annual, or annual basis at any time prior to the Payout Start Date. The minimum amount of each systematic withdrawal is $50. At our discretion, systematic withdrawals may not be offered in conjunction with the Dollar Cost Averaging Program or Automatic Fund Rebalancing Program. Depending on fluctuations in the value of the Variable Sub-Accounts and the value of the Fixed Account Options, systematic withdrawals may reduce or even exhaust the Contract Value. Income taxes may apply to systematic withdrawals. Please consult your tax advisor before taking any withdrawal. We will make systematic withdrawal payments to you or your designated payee. At our discretion, we may modify or suspend the Systematic Withdrawal Program and charge a processing fee for the service. If we modify or suspend the Systematic Withdrawal Program, existing systematic withdrawal payments will not be affected. MINIMUM CONTRACT VALUE If your request for a partial withdrawal would reduce your Contract Value to less than $1,000, we may treat it as a request to withdraw your entire Contract Value. Your Contract will terminate if you withdraw all of your Contract Value. We will, however, ask you to confirm your withdrawal request before terminating your Contract. Before terminating any Contract whose value has been reduced by withdrawals to less that $1,000, we would inform you in writing of our intention to terminate your Contract and give you at least 30 days in which to make an additional purchase payment to restore your Contract's value to contractual minimum of $1,000. If we 25 PROSPECTUS

terminate your Contract, we will distribute to you its Contract Value, adjusted by any applicable Market Value Adjustment, less withdrawal and other charges and applicable taxes. INCOME PAYMENTS - -------------------------------------------------------------------------------- PAYOUT START DATE You select the Payout Start Date in your application. The Payout Start Date is the day that we apply your money to an Income Plan. The Payout Start Date must be: .. at least 30 days after the Issue Date; and .. no later than the day the Annuitant reaches age 90, or the 10th Contract Anniversary, if later. You may change the Payout Start Date at any time by notifying us in writing of the change at least 30 days before the scheduled Payout Start Date. Absent a change, we will use the Payout Start Date stated in your Contract. INCOME PLANS An Income Plan is a series of scheduled payments to you or someone you designate. You may choose and change your choice of Income Plan until 30 days before the Payout Start Date. If you do not select an Income Plan, we will make income payments in accordance with Income Plan 1 with guaranteed payments for 10 years. Three Income Plans are available under the Contract. Each is available to provide: .. fixed income payments; .. variable income payments; or .. a combination of the two. A portion of each payment will be considered taxable and the remaining portion will be a non-taxable return of your investment in the Contract, which is also called the "basis". Once the basis in the Contract is depleted, all remaining payments will be fully taxable. If the Contract is tax-qualified, generally, all payments will be fully taxable. Taxable payments taken prior to age 59 1/2, may be subject to an additional 10% federal tax penalty. The three Income Plans are: INCOME PLAN 1 -- LIFE INCOME WITH GUARANTEED PAYMENTS Under this plan, we make periodic income payments for the longer of the life of the Annuitant or a specified guarantee period. If the Annuitant dies before we have made all of the guaranteed income payments, we will continue to pay the remainder of the guaranteed income payments as required by the Contract. You may elect to receive guaranteed payments for periods up to 360 months. If the Annuitant is age 90 or older as of the Payout Start Date, the guaranteed payments may range from 60 to 360 months. INCOME PLAN 2 -- JOINT AND SURVIVOR LIFE INCOME WITH GUARANTEED PAYMENTS Under this plan, we make periodic income payments for at least as long as either the Annuitant or the joint Annuitant is alive. If both the Annuitant and the joint Annuitant die before we have made all of the guaranteed income payments, we will continue to pay the remainder of the guaranteed income payments as required by the Contract. You may elect to receive guaranteed payments for periods up to 360 months. If either the Annuitant or joint Annuitant is age 90 or older as of the Payout Start Date, the guaranteed payments may range from 60 to 360 months. INCOME PLAN 3 - GUARANTEED NUMBER OF PAYMENTS FOR A SPECIFIED PERIOD Under this plan, we make periodic income payments for the period you have chosen. These payments do not depend on the Annuitant's life. The shortest number of months guaranteed is 60 (120 if the Payout Start Date occurs prior to the third Contract Anniversary). The longest number of months guaranteed is 360 or the number of months between the Payout Start Date and the date that the Annuitant reaches age 100, if greater. In no event may the number of months guaranteed exceed 600. We will deduct the mortality and expense risk charge from the assets of the Variable Sub-Account supporting this Income Plan even though we may not bear any mortality risk. The length of any guaranteed payment period under your selected Income Plan generally will affect the dollar amounts of each income payment. As a general rule, longer guarantee periods result in lower income payments, all other things being equal. For example, if you choose an Income Plan with payments that depend on the life of the Annuitant but with no minimum specified period for guaranteed payments, the income payments generally will be greater than the income payments made under the same Income Plan with a minimum specified period for guaranteed payments. If you choose Income Plan 1 or 2, or, if available, another Income Plan with payments that continue for the life of the Annuitant or joint Annuitant, we may require proof of age and sex of the Annuitant or joint Annuitant before starting income payments, and proof that the Annuitant or joint Annuitant are alive before we make each payment. Please note that under such Income Plans, if you elect to take no minimum guaranteed payments, it is possible that the payee could receive only 1 income payment if the Annuitant and any joint Annuitant both die before the second income payment, or only 2 income 26 PROSPECTUS

payments if they die before the third income payment, and so on. Generally, you may not make withdrawals after the Payout Start Date. One exception to this rule applies if you are receiving income payments that do not depend on the life of the Annuitant under Income Plan 3. In that case you may terminate all or part of the income payments at any time and receive a lump sum equal to the present value of the remaining variable payments associated with the amount withdrawn. The minimum amount you may withdraw under this feature is $50. A withdrawal charge may apply. We deduct applicable premium taxes from the Contract Value at the Payout Start Date. We may make other Income Plans available. You may obtain information about them by writing or calling us. You may apply all or part of your Contract Value to an Income Plan. If you elected the Income Benefit Rider (We discontinued offering the Income Benefit Rider as of January 1, 2004), you may be able to apply an amount greater than your Contract Value. On the Payout Start Date, you may choose the portion of the Contract Value to be applied to variable income payments and the portion to be applied to fixed income payments. If you do not tell us how to allocate your Contract Value among fixed and variable income payments, we will apply your Contract Value in the Variable Account to variable income payments and your Contract Value in the Fixed Account Options to fixed income payments. We will apply your Contract Value, adjusted by any applicable Market Value Adjustment, less applicable taxes to your Income Plan on the Payout Start Date. If the Contract Value is less than $2,000 or not enough to provide an initial payment of at least $20, and state law permits, we may: .. pay you the Contract Value, adjusted by any Market Value Adjustment and less any applicable taxes, in a lump sum instead of the periodic payments you have chosen, or .. reduce the frequency of your payments so that each payment will be at least $20. VARIABLE INCOME PAYMENTS The amount of your variable income payments depends upon the investment results of the Variable Sub-Accounts you select, the premium taxes you pay, the age and sex of the Annuitant, and the Income Plan you choose. We guarantee that the payments will not be affected by (a) actual mortality experience and (b) the amount of our administration expenses. We cannot predict the total amount of your variable income payments. Your variable income payments may be more or less than your total purchase payments because (a) variable income payments vary with the investment results of the underlying Funds; and (b) the Annuitant could live longer or shorter than we expect based on the tables we use. In calculating the amount of the periodic payments in the annuity tables in the Contract, we assumed an annual investment rate of 3%. We reserve the right to offer other assumed investment rates. If the actual net investment return of the Variable Sub-Accounts you choose is less than the assumed investment rate, then the dollar amount of your variable income payments will decrease. The dollar amount of your variable income payments will increase, however, if the actual net investment return exceeds the assumed investment rate. The dollar amount of the variable income payments stays level if the net investment return equals the assumed investment rate. Please refer to the Statement of Additional Information for more detailed information as to how we determine variable income payments. FIXED INCOME PAYMENTS We guarantee income payment amounts derived from any Fixed Account Option for the duration of the Income Plan. We calculate the fixed income payments by: .. adjusting the portion of the Contract Value in any Fixed Account Option on the Payout Start Date by any applicable Market Value Adjustment; .. deducting any applicable premium tax; and .. applying the resulting amount to the greater of (a) the appropriate value from the income payment table in your Contract or (b) such other value as we are offering at that time. We may defer making fixed income payments for a period of up to 6 months or any shorter time state law may require. If we defer payments for 30 days or more, we will credit interest to your Contract as required by law from the date we receive the withdrawal request to the date we make payment. PAYOUT WITHDRAWAL You may terminate all or a portion of the income payments being made under Income Plan 3 at any time and withdraw their value, subject to a Payout Withdrawal Charge, by writing to us. For Variable Amount Income Payments, this value is equal to the present value of the Variable Amount Income Payments being terminated, calculated using a discount rate equal to the Assumed Investment Rate that was used in determining the initial variable payment. For Fixed Amount Income Payments, this value is equal to the present value of the Fixed Amount Income Payments being terminated, calculated using a discount rate equal to the Applicable Current Interest Rate. The Applicable Current Interest Rate is the rate we are using on the date we receive your payout withdrawal request to determine income payments for a new payout commencement with a payment period equal to the remaining payment period of the income payments being terminated. 27 PROSPECTUS

A Payout Withdrawal must be a least $50. If any Payout Withdrawal reduces the value of the remaining income payments to an amount not sufficient to provide an initial payment of at least $20, we reserve the right to terminate the Contract and pay you the Value of the remaining income payments in a lump sum. If you withdraw the entire value of the remaining income payments, the Contract will terminate. You must specify the Investment Alternative(s) from which you wish to make Payout Withdrawal. If you withdraw a portion of the value of your remaining income payments, the payment period will remain unchanged and your remaining payment amounts will be reduced proportionately. PAYOUT WITHDRAWAL CHARGE To determine the Payout Withdrawal Charge, we assume that purchase payments are withdrawn first, beginning with the oldest payment. When an amount equal to all purchase payments have been withdrawn, additional withdrawals will not be assessed a Payout Withdrawal Charge. Payout Withdrawals will be subject to a Payout Withdrawal Charge for each Contract as follows: For AIM LIFETIME AMERICA CLASSIC /SM/ Option Payment Year: 1 2 3 4 5 6 7 8 - ------------------------------------------------------------------------------------ Percentage: 7% 7% 7% 6% 5% 4% 3% 0% - ------------------------------------------------------------------------------------ For AIM LIFETIME AMERICA REGAL/SM/ Option Payment Year: 1 2 3 4 - ------------------------------------------------------------------------------- Percentage: 7% 6% 6% 0% - ------------------------------------------------------------------------------- The AIM LIFETIME AMERICA FREEDOM /SM/ Option has No Withdrawal Charge For each purchase payment withdrawal, the "Payment Year" in the table is measured from the date we received the purchase payment. The Payout Withdrawal Charge is determined by multiplying the percentage corresponding to the Payment Year times the amount of each purchase payment withdrawal. Regularly scheduled Income Payments are never subject to a Payout Withdrawal Charge. The Payout Withdrawal Charge may not apply in your state. INCOME BENEFIT RIDER We discontinued offering the Income Benefit Rider as of January 1, 2004. Fees shown apply to Contract Owners who selected the Rider prior to January 1, 2004. The option was available for Contract Owners and Annuitants who are age 75 or younger on the Rider Application Date. The Rider guarantees that the amount of income payments you receive will not be less than those determined by applying the Income Base, less any applicable taxes, to the minimum guaranteed rate (rather than to any current rates we may be offering) for the Income Plan you select ("Guaranteed Income Benefit"). You may exercise this benefit up to your latest Payout Start Date. The Rider may not be available in all states. QUALIFICATIONS To qualify for this benefit, you must meet the following conditions as of the Payout Start Date: .. You must elect a Payout Start Date that is on or after the 10th anniversary of the Rider Date; .. The Payout Start Date must be prior to the oldest Annuitant's 90th birthday; .. The payout Start Date must occur during the 30 day period following a Contract Anniversary; .. You must elect to receive fixed income payments, which will be calculated using the guaranteed income payment tables listed in your Contract; and .. The Income Plan you selected must provide for payments guaranteed for either a single life or joint lives with a specified period of at least: . 10 years, if the youngest Annuitant's age is 80 or less on the Payout Start Date, or . 5 years, if the youngest Annuitant's age is greater than 80 on the Payout Start Date. The annualized mortality and expense risk charge for this Rider is 0.30%. We deduct the charge only from the Variable Sub-Account(s). INCOME BENEFIT AMOUNT The Rider guarantees that the amount of income payments you receive will not be less than those determined by applying the Income Base, less any applicable taxes, to the minimum guaranteed rate (rather than to any current rates we may be offering) for the Income Plan you select. The Income Base is used solely for the purpose of calculating the guaranteed income benefit under this Rider ("GUARANTEED INCOME BENEFIT") and does not provide a Contract Value or guaranteed performance of any investment option. 28 PROSPECTUS

The Income Base is the greater of Income Base A and Income Base B. We determine each Income Base as follows: INCOME BASE A On the Rider Date, Income Base A is equal to the Contract Value. After the Rider Date, we recalculate Income Base A as follows on the Contract Anniversary and when a purchase payment or withdrawal is made: For purchase payments, Income Base A is equal to the most recently calculated Income Base plus the purchase payment. For withdrawals, Income Base A is equal to the most recently calculated Income Base reduced by a withdrawal adjustment. On each Contract Anniversary, Income Base A is equal to the greater of the Contract Value on that date or the most recently calculated Income Base A. In the absence of any withdrawals or purchase payments, Income Base A will be the greatest of the Contract Value on the Rider Date and all the Contract Anniversary Contract Values between the Rider Date and the Payout Start Date. We will recalculate Income Base A for purchase payments, for withdrawals and on Contract Anniversaries until the first Contract Anniversary on or after the 85th birthday of the oldest Owner or, if no Owner is a living individual, the oldest Annuitant. After that date, we will recalculate Income Base A for purchase payments and withdrawals. INCOME BASE B On the Rider Date, Income Base B is equal to the Contract Value. After the Rider Date, Income Base B, plus any subsequent purchase payments and less a withdrawal adjustment for any subsequent withdrawals, will accumulate daily at a rate equal to 5% per year until the first day of the month following the oldest Contract Owner's or, if the Contract Owner is not a living individual, the Annuitant's 85th birthday. This accumulation rate may differ depending on your state. After this date, Income Base B will be recalculated only for purchase payments and withdrawals. For purposes of computing Income Base A or B, the withdrawal adjustment is equal to (1) divided by (2), with the result multiplied by (3), where: 1) = withdrawal amount, 2) = the Contract Value immediately prior to the withdrawal, and 3) = the most recently calculated Income Base. See Appendix B for an example of how the withdrawal adjustment applies. The guaranteed income benefit will only apply if you elect to receive fixed income payments. If, however, you apply the Contract Value and not the guaranteed income benefit to the Income Plan, then you may select any Income Plan we offer at that time. If you expect to apply your Contract Value to variable income payment options or to current annuity payment rates then in effect, electing the Income Benefit may not be appropriate. We determine the guaranteed income benefit amount by applying the Income Base, less any applicable taxes, to the guaranteed rates for the Income Plan that you select. On the Payout Start Date, the income payment will be the greater of (i) the income payment provided by the guaranteed income benefit or (ii) the income payment provided in the fixed amount income payment provision of the Contract. CERTAIN EMPLOYEE BENEFIT PLANS The Contracts offered by this prospectus contain income payment tables that provide for different payments to men and women of the same age, except in states that require unisex tables. We reserve the right to use income payment tables that do not distinguish on the basis of sex to the extent permitted by applicable law. In certain employment-related situations, employers are required by law to use the same income payment tables for men and women. Accordingly, if the Contract is to be used in connection with an employment-related retirement or benefit plan and we do not offer unisex annuity tables in your state, you should consult with legal counsel as to whether the purchase of a Contract is appropriate. DEATH BENEFITS - -------------------------------------------------------------------------------- We will pay a death benefit prior to the Payout Start Date on: .. the death of any Contract Owner or, .. the death of the Annuitant, if the Contract is owned by a non-living person. We will pay the death benefit to the new Contract Owner as determined immediately after the death. The new Contract Owner would be a surviving Contract Owner or, if none, the Beneficiary(ies). In the case of the death of the Annuitant if the Contract is owned by a non-living person, we will pay the death benefit to the current Contract Owner. A claim for a distribution on death must include DUE PROOF OF DEATH. We will accept the following documentation as "DUE PROOF OF DEATH": .. a certified copy of a death certificate, .. a certified copy of a decree of a court of competent jurisdiction as to the finding of death, or .. any other proof acceptable to us. 29 PROSPECTUS

DEATH PROCEEDS If we receive a complete request for settlement of the Death Proceeds within 180 days of the date of the death of any Contract Owner, or the death of the Annuitant, if the Contract is owned by a non-living owner, the Death Proceeds are equal to the Death Benefit described below. Otherwise, the Death Proceeds are equal to the greater of the Contract Value or the Settlement Value. We reserve the right to extend, on a non-discriminatory basis, the 180-day period in which the Death Proceeds will equal the Death Benefit as described below. This right applies only to the amount payable as Death Proceeds and in no way restricts when a claim may be filed. If we do not receive a complete request for settlement of the Death Proceeds within 180 days of the date of death, the Death Proceeds are equal to the greater of: 1) the Contract Value as of the date we determine the Death Proceeds; or 2) the Settlement Value as of the date we determine the Death Proceeds. DEATH BENEFIT AMOUNT Prior to the Payout Start Date, the death benefit is equal to the greatest of: 1) the Contract Value as of the date we determine the death benefit, or 2) the SETTLEMENT VALUE that is, the amount payable on a full withdrawal of Contract Value, see page 26 on the date we determine the death benefit, or 3) the sum of all purchase payments reduced by a Withdrawal Adjustment, as defined below, or 4) the greatest of the Contract Values on the current or any previous DEATH BENEFIT ANNIVERSARY prior to the date we determine the Death Benefit, increased by any purchase payments made since that Death Benefit Anniversary and reduced by an adjustment for any withdrawals, as defined below. DEATH BENEFIT ANNIVERSARIES occur every 7th Contract Anniversary until the oldest Owner's 80th birthday, or the Annuitant's 80th birthday if the Owner is not a living person. For example, the 7th, 14th, and 21st Contract Anniversaries are the first three Death Benefit Anniversaries. The Contract anniversary immediately following the oldest Owner's 80th birthday, or the Annuitant's 80th birthday if the Owner is not a living person, will also be a Death Benefit Anniversary and is the final Death Benefit Anniversary. The Withdrawal Adjustment is equal to (a) divided by (b), with the result multiplied by (c), where: (a) is the withdrawal amount, (b) is the Contract Value immediately prior to the withdrawal, and (c) is the Contract value on the applicable Death Benefit Anniversary adjusted by any prior purchase payments or withdrawals made since that Death Benefit Anniversary, or the sum of all purchase payments adjusted for any prior withdrawals, as applicable. If we do not receive a complete request for payment of the death benefit within 180 days of the date of death, the death benefit is equal to the greater of; 1) the Contract Value as of the date we determine the death benefit, or 2) the Settlement Value. We reserve the right to extend, on a non-discriminatory basis, the 180 day period in which the death benefit will be determined as described above. This right applies only to the amount payable as a death benefit and in no way restricts when a claim may be filed. We will determine the value of the death benefit as of the end of the Valuation Date on which we receive a complete request for settlement of the death benefit. If we receive a request after 3 p.m. Central Time on a Valuation Date, we will process the request as of the end of the following Valuation Date. Where there are multiple beneficiaries, we will only value the death benefit at the time the first beneficiary submits the necessary documentation in good order. Any death benefit amounts attributable to any beneficiary which remain in the investment divisions are subject to investment risk. ENHANCED DEATH BENEFIT RIDER For Contract Owners and Annuitants up to and including age 80, the Enhanced Death Benefit Rider is an optional benefit that you may elect. If the Contract Owner is a living individual, the Enhanced Death Benefit applies only upon the death of the Contract Owner. If the Contract Owner is not a living individual, the Enhanced Death Benefit applies only upon the death of the Annuitant. For Contracts with the Enhanced Death Benefit Rider, the death benefit will be the greatest of (1) through (3) under Death Benefit Amount, or (4) the Enhanced Death Benefit, unless a complete request for payment of the death benefit is not received within 180 days of the date of death, then the death benefit is equal to the greater of: 1) the Contract Value as of the date we determine the death benefit, or 2) the Settlement Value. The Enhanced Death Benefit is equal to the greater of the Enhanced Death Benefit A or Enhanced Death Benefit B. Enhanced Death Benefit A or B may not be available in all states. The Enhanced Death Benefit will never be greater than the maximum death benefit allowed by any state nonforfeiture laws that govern the Contract. The Enhanced Death Benefit Rider and the mortality and 30 PROSPECTUS

expense charge for the Rider will terminate upon the change of Contract Owner (or the Annuitant if the Contract is owned by a non-living person) for reasons other than death. The annualized mortality and expense risk charge for this Rider is 0.25%. We deduct the charge only from the Variable Sub-Account(s). ENHANCED DEATH BENEFIT A. On the date we issue the Rider ("Rider Date"), Enhanced Death Benefit A is equal to the Contract Value on that date. After the Rider Date, Enhanced Death Benefit A is the greatest of all Contract Anniversary Values since the rider was issued as of the date we determine the death benefit. The "ANNIVERSARY VALUE" is equal to the Contract Value on a Contract Anniversary, increased by purchase payments made since that Anniversary and reduced by a withdrawal adjustment, as described below, for any partial withdrawals since that Anniversary. We will calculate Anniversary Values for each Contract Anniversary up until the earlier of: .. the date we determine the death benefit; or .. the first Contract Anniversary on or after the oldest Contract Owner's or, if the Contract Owner is not a living person, the Annuitant's 80th birthday, or the first day of the 61st month following the Rider Date, whichever is later. Following the first Contract Anniversary on or after the oldest Owner's or, if the Contract Owner is not a living person, the Annuitant's 80th birthday, or the first day of the 61st month following the Rider Date, we will recalculate the Enhanced Death Benefit A only for purchase payments and withdrawals. ENHANCED DEATH BENEFIT B The Enhanced Death Benefit B on the Rider Date is equal to the Contract Value on that date. After the Rider Date, the Enhanced Death Benefit B, plus any subsequent purchase payments and less a withdrawal adjustment, as described below, will accumulate daily at a rate equivalent to 5% (accumulation rate may differ depending on your state, please consult with your representative) per year until the earlier of: .. the date we determine the death benefit; or .. the first day of the month following the oldest Contract Owner's or if the Contract Owner is not a living person, the Annuitant's 80th birthday, or the first day of the 61st month following the Rider Date, whichever is later. After the first day of the month following the oldest Owner's 80th birthday or, if the Owner is not a living individual, the Annuitant's 80th birthday, or the first day of the 61st month following the Rider Date, whichever is later, we will recalculate the Enhanced Death Benefit B only for purchase payments and withdrawals. For purposes of computing Enhanced Death Benefit A or B: The withdrawal adjustment is equal to (a) divided by (b), and the result multiplied by (c) where: (a) the withdrawal amount, (b) is the Contract Value immediately prior to the withdrawal, and (c) is the most recently calculated Enhanced Death Benefit A or B as applicable. The Enhanced Death Benefit Rider will terminate and charges for this rider will cease: .. When the Owner (if the current Owner is a living person) is changed for any reason other than death unless the new Owner is a trust and the Annuitant is the current Owner; or .. When the Owner (if the current Owner is a non-living person) is changed for any reason unless the new Owner is a non-living person or is the current annuitant. .. When the Annuitant (if the current Owner is a non-living person) is changed for any reason other than death; or .. on the date we determine the value of the Death Benefit unless the Contract is continued by surviving spouse as defined below: or .. on the Payout Start Date. ENHANCED EARNINGS DEATH BENEFIT RIDER For Contract Owners and Annuitants up to and including age 75, the Enhanced Earnings Death Benefit Rider is an optional benefit that you may elect. If the Contract Owner is a living individual, the Enhanced Earnings Death Benefit Rider applies only upon the death of the Contract Owner. If the Contract Owner is not a living individual, the Enhanced Earnings Death Benefit Rider applies only upon the death of the annuitant. The Enhanced Earnings Death Benefit Rider and the annual charge for the Rider will terminate upon the change of Contract Owner (or the Annuitant if the Contract is owned by a non-living person) for reasons other than death. The Rider may not be available in all states. We may discontinue the offering of the Rider at any time. Under the Enhanced Earnings Death Benefit Rider, if the oldest Contract Owner (or the Annuitant if the Contract Owner is a non-living person) is age 55 or younger on the date we receive the completed application or the date we receive the request to add this rider, whichever is later, the Enhanced Earnings Death Benefit will be: .. The lesser of 100% of In-Force Premium (excluding purchase payments made after the Rider Date and in the twelve month period immediately preceding the death of the Owner, or Annuitant if the Owner is a non-living person) or 50% of In-Force Earnings, calculated as of the date we receive the completed 31 PROSPECTUS

request for settlement of the death benefit. The annualized mortality and expense risk charge for this Rider is 0.15%. If the oldest Contract Owner (or the Annuitant if the Contract Owner is a non-living person) is between the ages of 56 and 65 on the date we receive the completed application or the date we receive the request to add this rider, whichever is later, the Enhanced Earnings Death Benefit will be: .. The lesser of 80% of the In-Force Premium (excluding purchase payments made after the Rider Date and in the twelve month period immediately preceding the death of the Owner, or Annuitant if the Owner is a non-living person) or 40% of In-Force Earnings, calculated as of the date we receive the completed request for settlement of the death benefit. The annualized mortality and expense risk charge for this Rider is 0.25%. If the oldest Contract Owner (or the Annuitant if the Contract Owner is a non-living person) is between the ages of 66 and 75 on the date we receive the completed application or the date we receive the request to add this rider, whichever is later, the Enhanced Earnings Death Benefit will be: .. The lesser of 50% of the In-Force Premium (excluding purchase payments made after the Rider Date and in the twelve month period immediately preceding the death of the Owner, or Annuitant if the Owner is a non-living person) or 25% of In-Force Earnings, calculated as of the date we receive the completed request for settlement of the death benefit. The annualized mortality and expense risk charge for this Rider is 0.35%. For purpose of calculating the Enhanced Earnings Death Benefit, the following definitions apply: . In-Force Premium equals the Contract Value on the Rider Date plus all purchase payments made after the Rider Date less the sum of all Excess-of-Earnings Withdrawals after the Rider Date. If the Rider Date is the same as the Issue Date, then the Contract Value on the Rider Date is equal to your initial purchase payment. . In-Force Earnings equal the Contract Value minus the In-Force Premium. The In-Force Earnings amount will never be less than zero. . An Excess-of-Earnings Withdrawal is the amount of a withdrawal in excess of the In-Force Earnings in the Contract immediately prior to the withdrawal. If we receive a complete request for settlement of the death proceeds within 180 days of the date of death, we will calculate the Enhanced Earnings Death Benefit Rider as of the date we receive Due Proof of Death. We will pay the Enhanced Earnings Death Benefit with the death benefit as described under "Death Benefit Payments" below. The value of the Enhanced Earnings Death Benefit largely depends on the amount of earnings that accumulate under your Contract. If you expect to withdraw the earnings from your Contract Value, electing the Enhanced Earnings Death Benefit Rider may not be appropriate. For purposes of calculating the Enhanced Earnings Death Benefit, earnings are considered to be withdrawn first before purchase payments. Your financial advisor can help you decide if the Enhanced Earnings Death Benefit Rider is right for you. For examples of how the death benefit is calculated under the Enhanced Earnings Death Benefit Rider, see Appendix B. The Enhanced Earnings Death Benefit Rider will terminate and charges for this rider will cease: .. when the Owner (if the current Owner is a living person) is changed for any reason other than death unless the new Owner is a trust and the Annuitant is the current Owner; or .. when the Owner (if the current Owner is a non-living person) is changed for any reason unless the new Owner is a non-living person or is the current Annuitant, or .. when the Annuitant (if the current Owner is a non-living person) is changed for any reason other than death; or .. on the Payout Start Date. DEATH BENEFIT PAYMENTS IF THE NEW OWNER IS YOUR SPOUSE, THE NEW OWNER MAY: 1. elect to receive the Death Proceeds in a lump sum, or 2. elect to apply the Death Proceeds to an Income Plan. Payments from the Income Plan must begin within 1 year of the date of death and must be payable throughout: .. The life of the new Owner; or .. for a guaranteed number of payments from 5 to 50 years, but not to exceed the life expectancy of the new Owner; or .. over the life of the new Owner with a guaranteed number of payments from 5 to 30 years but not to exceed the life expectancy of the new Owner. If your spouse does not elect one of the above options, the Contract will continue in the Accumulation Phase as if the death had not occurred. If the Contract is continued in the Accumulation Phase, the following restrictions apply: .. On the date the Contract is continued, the Contract Value will equal the amount of the Death Proceeds as determined as of the Valuation Date on which we received the completed request for settlement of the Death Proceeds (the next Valuation Date, if we receive the completed request for settlement of the Death Proceeds after 3 p.m. Central Time). Unless 32 PROSPECTUS

otherwise instructed by the continuing spouse, the excess, if any, of the Death Proceeds over the Contract Value will be allocated to the Sub-Accounts of the Variable Account. This excess will be allocated in proportion to your Contract Value in those Sub-accounts as of the end of the Valuation Period during which we receive the completed request for settlement of the Death Proceeds, except that any portion of this excess attributable to the Fixed Account Options will be allocated to the Money Market Sub-account. Within 30 days of the date the Contract is continued, your surviving spouse may choose one of the following transfer alternatives without incurring a transfer fee: . transfer all or a portion of the excess among the Variable Sub-Accounts; . transfer all or a portion of the excess into the Guaranteed Maturity Fixed Account and begin a new Guarantee Period; or . transfer all or a portion of the excess into a combination of Variable Sub-Accounts and the Guaranteed Maturity Fixed Account. Any such transfer does not count as one of the free transfers allowed each Contract Year and is subject to any minimum allocation amount specified in your Contract. The surviving spouse may make a single withdrawal of any amount within one year of the date of death without incurring a Withdrawal Charge. Only one spousal continuation is allowed under this Contract. IF THE NEW OWNER IS NOT YOUR SPOUSE BUT IS A LIVING PERSON, THE NEW OWNER MAY: 1. elect to receive the Death Proceeds in a lump sum, or 2. elect to apply the death benefit to an Income Plan. Payments from the Income Plan must begin within 1 year of the date of death and must be payable throughout: . the life of the new Owner; or . for a guaranteed number of payments from 5 to 50 years, but not to exceed the life expectancy of the new Owner; or . over the life of the new Owner with a guaranteed number of payments from 5 to 30 years but not to exceed the life expectancy of the new Owner. If the new Owner does not elect one of the above options then the new Owner must receive the Contract Value payable within 5 years of your date of death. The Contract Value will equal the amount of the death benefit as determined as of the Valuation Date on which we received a completed request for settlement of the death benefit (the next Valuation Date, if we receive a completed request for settlement of the death benefit after 3 p.m. Central Time). Unless otherwise instructed by the new Owner, the excess, if any, of the death benefit over the Contract Value will be allocated to the Money Market Variable Sub-Account. The new Owner may exercise all rights as set forth in the TRANSFERS section during this 5 year period. No additional purchase payments may be added to the Contract under this election. Withdrawal Charges, if applicable, will be waived for any withdrawals made during this 5 year period. If the new Owner dies prior to the receiving all of the Contract Value, then the new Owner's named Beneficiary(ies) will receive the greater of the Settlement Value or the remaining Contract Value. This amount must be received as a lump sum within 5 years of the date of the original Owner's death. We reserve the right to offer additional options upon Death of Owner. IF THE NEW OWNER IS A CORPORATION, TRUST, OR OTHER NON-LIVING PERSON: (a) The new Owner may elect to receive the death benefit in a lump sum; or (b) If the new Owner does not elect the option above, then the new Owner must receive the Contract Value payable within 5 years of your date of death. On the date we receive the complete request for settlement of the Death Benefit, the Contract Value under this option will be the death benefit. Unless otherwise instructed by the new Owner, the excess, if any of the death benefit over the Contract Value will be allocated to the Money Market Variable Sub-Account. The new Owner may exercise all rights set forth in the TRANSFERS provision during this 5 year period. No additional Purchase Payments may be added to the Contract under this election. Withdrawal Charges will be waived during this 5 year period. We reserve the right to offer additional options upon Death of Owner. If any new Owner is a non-living person, all new Owners will be considered to be non-living persons for the above purposes. Under any of these options, all ownership rights, subject to any restrictions previously placed upon the Beneficiary, are available to the new Owner from the date of your death to the date on which the Death Proceeds are paid. DEATH OF ANNUITANT If the Annuitant who is not also the Contract Owner dies prior to the Payout Start Date and the Contract Owner is a living person, then the Contract will continue with a new Annuitant as designated by the Contract Owner. If the Annuitant who is not also the Contract Owner dies prior to the Payout Start Date and the Contract Owner is a non-living person, the following apply: (a) The Contract Owner may elect to receive the Death Proceeds in a lump sum; or (b) If the new Owner does not elect the option above, then the Owner must receive the Contract Value 33 PROSPECTUS

payable within 5 years of the Annuitant's date of death. On the date we receive the complete request for settlement of the Death Proceeds, the Contract Value under this option will be the Death Proceeds. Unless otherwise instructed by the Contract Owner, the excess, if any, of the Death Proceeds over the Contract Value will be allocated to the Money Market Variable Sub-Account. The Contract Owner may then exercise all rights set forth in the TRANSFERS provision during this 5 year period. No additional Purchase Payments may be added to the Contract under this election. Withdrawal Charges will be waived during this 5 year period. We reserve the right to offer additional options upon Death of Annuitant. 34 PROSPECTUS

MORE INFORMATION - -------------------------------------------------------------------------------- ALLSTATE LIFE Allstate Life is the issuer of the Contract. Allstate Life was organized in 1957 as a stock life insurance company under the laws of the state of Illinois. Prior to January 1, 2005, Glenbrook Life and Annuity Company ("Glenbrook Life") issued the Contract. Effective January 1, 2005, Glenbrook Life merged with Allstate Life ("Merger"). On the date of the Merger, Allstate Life acquired from Glenbrook Life all of Glenbrook Life's assets and became directly liable for Glenbrook Life's liabilities and obligations with respect to all contracts issued by Glenbrook Life. Allstate Life is a wholly owned subsidiary of Allstate Insurance Company, a stock property-liability insurance company organized under the laws of the state of Illinois. All of the capital stock issued and outstanding of Allstate Insurance Company is owned by The Allstate Corporation. Allstate Life is licensed to operate in the District of Columbia, Puerto Rico, and all jurisdictions except the state of New York. We intend to offer the Contract in those jurisdictions in which we are licensed. Our home office is located at 3100 Sanders Road, Northbrook, Illinois, 60062. THE VARIABLE ACCOUNT Allstate Life established the Allstate Financial Advisors Separate Account I ("Variable Account") in 1999. The Contracts were previously issued through Glenbrook Life and Annuity Company Separate Account A. Effective January 1, 2005, Glenbrook Life Multi-Manager Variable Account and Glenbrook Life and Annuity Company Separate Account A combined with Allstate Financial Advisors Separate Account I and consolidated duplicative Variable Sub-Accounts that invest in the same Fund (the "Consolidation"). The Accumulation Unit Values for the Variable Sub-Accounts in which you invest did not change as a result of the Consolidation, and your Contract Value immediately after the Consolidation was the same as the value immediately before the Consolidation. We have registered the Variable Account with the SEC as a unit investment trust. The SEC does not supervise the management of the Variable Account or Allstate Life. We own the assets of the Variable Account. The Variable Account is a segregated asset account under Illinois law. That means we account for the Variable Account's income, gains and losses separately from the results of our other operations. It also means that only the assets of the Variable Account that are in excess of the reserves and other Contract liabilities with respect to the Variable Account are subject to liabilities relating to our other operations. Our obligations arising under the Contracts are general corporate obligations of Allstate Life. The Variable Account consists of multiple Variable Sub-Accounts, each of which invests in a corresponding Fund. We may add new Variable Sub-Accounts or eliminate one or more of them, if we believe marketing, tax, or investment conditions so warrant. We do not guarantee the investment performance of the Variable Account, its Sub-Accounts or the Funds. We may use the Variable Account to fund our other annuity contracts. We will account separately for each type of annuity contract funded by the Variable Account. THE FUNDS DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS. We automatically reinvest all dividends and capital gains distributions from the Funds in shares of the distributing Funds at their net asset value. VOTING PRIVILEGES. As a general matter, you do not have a direct right to vote the shares of the Funds held by the Variable Sub-Accounts to which you have allocated your Contract Value. Under current law, however, you are entitled to give us instructions on how to vote those shares on certain matters. Based on our present view of the law, we will vote the shares of the Funds that we hold directly or indirectly through the Variable Account in accordance with instructions that we receive from Contract Owners entitled to give such instructions. As a general rule, before the Payout Start Date, the Contract Owner or anyone with a voting interest is the person entitled to give voting instructions. The number of shares that a person has a right to instruct will be determined by dividing the Contract Value allocated to the applicable Variable Sub-Account by the net asset value per share of the corresponding Fund as of the record date of the meeting. After the Payout Start Date, the person receiving income payments has the voting interest. The payee's number of votes will be determined by dividing the reserve for such Contract allocated to the applicable Sub-Account by the net asset value per share of the corresponding eligible Fund. The votes decrease as income payments are made and as the reserves for the Contract decrease. We will vote shares attributable to Contracts for which we have not received instructions, as well as shares attributable to us, in the same proportion as we vote shares for which we have received instructions, unless we determine that we may vote such shares in our own discretion. We will apply voting instructions to abstain on any item to be voted upon on a pro-rata basis to reduce the votes eligible to be cast. We reserve the right to vote Fund shares as we see fit without regard to voting instructions to the extent permitted by law. If we disregard voting instructions, we will include a summary of that action and our reasons for that action in the next semi-annual financial report we send to you. 35 PROSPECTUS

CHANGES IN FUNDS. If the shares of any of the Funds are no longer available for investment by the Variable Account or if, in our judgment, further investment in such shares is no longer desirable in view of the purposes of the Contract, we may eliminate that Fund and substitute shares of another eligible investment fund. Any substitution of securities will comply with the requirements of the 1940 Act. We also may add new Variable Sub-Accounts that invest in additional underlying mutual funds. We will notify you in advance of any change. CONFLICTS OF INTEREST. The Funds sell their shares to separate accounts underlying both variable life insurance and variable annuity contracts. It is conceivable that in the future it may be unfavorable for variable life insurance separate accounts and variable annuity separate accounts to invest in the same Fund. The board of trustees of the Funds monitors for possible conflicts among separate accounts buying shares of the Funds. Conflicts could develop for a variety of reasons. For example, differences in treatment under tax and other laws or the failure by a separate account to comply with such laws could cause a conflict. To eliminate a conflict, the Funds' board of trustees may require a separate account to withdraw its participation in a Fund. A Fund's net asset value could decrease if it had to sell investment securities to pay redemption proceeds to a separate account withdrawing because of a conflict. 36 PROSPECTUS

THE CONTRACT - -------------------------------------------------------------------------------- DISTRIBUTION ALFS, Inc. ("ALFS"), located at 3100 Sanders Road, Northbrook, IL 60062-7154, serves as principal underwriter of the Contracts. ALFS is a wholly owned subsidiary of Allstate Life. ALFS is a registered broker dealer under the Securities and Exchange Act of 1934, as amended ("EXCHANGE ACT"), and is a member of the NASD. We will pay commissions to broker-dealers who sell the contracts. Commissions paid may vary, but we estimate that the total commissions paid on all Contract sales will not exceed 8.50% of all purchase payments. These commissions are intended to cover distribution expenses. Sometimes, we also pay the broker-dealer a persistency bonus in addition to the standard commissions. A persistency bonus is not expected to exceed 1.20%, on an annual basis, of the Contract Values considered in connection with the bonus. In some states, Contracts may be sold by representatives or employees of banks which may be acting as broker-dealers without separate registration under the Exchange Act, pursuant to legal and regulatory exceptions. Allstate Life does not pay ALFS a commission for distribution of the Contracts. The underwriting agreement with ALFS provides that we will reimburse ALFS for any liability to Contract Owners arising out of services rendered or Contracts issued. ADMINISTRATION We have primary responsibility for all administration of the Contracts and the Variable Account. We provide the following administrative services, among others: .. issuance of the Contracts; .. maintenance of Contract Owner records; .. Contract Owner services; .. calculation of unit values; .. maintenance of the Variable Account; and .. preparation of Contract Owner reports. We will send you Contract statements and transaction confirmations at least annually. You should notify us promptly in writing of any address change. You should read your statements and confirmations carefully and verify their accuracy. You should contact us promptly if you have a question about a periodic statement. We will investigate all complaints and make any necessary adjustments retroactively, but you must notify us of a potential error within a reasonable time after the date of the questioned statement. If you wait too long, we reserve the right to make the adjustment as of the date that we receive notice of the potential error. We also will provide you with additional periodic and other reports, information and prospectuses as may be required by federal securities laws. NON-QUALIFIED ANNUITIES HELD WITHIN A QUALIFIED PLAN If you use the Contract within an employer sponsored qualified retirement plan, the plan may impose different or additional conditions or limitations on withdrawals, waivers of withdrawal charges, death benefits, Payout Start Dates, income payments, and other Contract features. In addition, adverse tax consequences may result if qualified play limits on distributions and other conditions are not met. Please consult your qualified plan administrator for more information. Allstate Life no longer issues deferred annuities to employer sponsored qualified plans. LEGAL MATTERS All matters of state insurance law pertaining to the Contracts, including the validity of the Contracts and Allstate Life's right to issue such Contracts under state insurance law, have been passed upon by Michael J. Velotta, General Counsel of Allstate Life. 37 PROSPECTUS

ANNUAL REPORTS AND OTHER DOCUMENTS - -------------------------------------------------------------------------------- Allstate Life's annual report on Form 10-K for the year ended December 31, 2003 and its Form 10-Q reports for the quarters ended March 31, 2004, June 30, 2004, and September 30, 2004 are incorporated herein by reference, which means that they are legally a part of this prospectus. After the date of this prospectus and before we terminate the offering of the securities under this prospectus, all documents or reports we file with the SEC under the Exchange Act are also incorporated herein by reference, which means that they also legally become a part of this prospectus. Statements in this prospectus, or in documents that we file later with the SEC and that legally become a part of this prospectus, may change or supersede statements in other documents that are legally part of this prospectus. Accordingly, only the statement that is changed or replaced will legally be a part of this prospectus. We file our Exchange Act documents and reports, including our annual and quarterly reports on Form 10-K and Form 10-Q electronically on the SEC's "EDGAR" system using the identifying number CIK No. 0000352736. The SEC maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the site is http://www.sec.gov. You also can view these materials at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. For more information on the operations of SEC's Public Reference Room, call 1-800-SEC-0330. If you have received a copy of this prospectus, and would like a free copy of any document incorporated herein by reference (other than exhibits not specifically incorporated by reference into the text of such documents), please write or call us at P.O. BOX 80469, LINCOLN, NE 68501-0469 (telephone: 1-800-776-6978). 44 PROSPECTUS

APPENDIX A - ACCUMULATION UNIT VALUE AND NUMBER OF ACCUMULATION UNITS OUTSTANDING FOR EACH VARIABLE SUB-ACCOUNT SINCE CONTRACTS WERE FIRST OFFERED* - -------------------------------------------------------------------------------- The following tables show the Accumulation Unit Values for each of the Variable Sub-Accounts for base Contracts without any optional benefit and Contracts with the Enhanced Death Benefit, Enhanced Earnings Death Benefit and Income Benefit. The Income Benefit Rider was only available for purchase before January 1, 2004. These two tables represent the lowest and highest combination of charges available under the Contracts. The Statement of Additional Information, which is available upon request without charge, contains the Accumulation Unit Values for Contracts with each other optional benefit, or available combination thereof. Please contact us at 1-800-776-6978 to obtain a copy of the Statement of Additional Information. AIM LIFETIME AMERICA CLASSIC/SM/ BASIC POLICY FOR THE PERIOD BEGINNING JANUARY 1 AND ENDING DECEMBER 31,** 2002 2003 2004 AIM V.I. AGGRESSIVE GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 8.050 $10.039 Accumulation Unit Value, End of Period $ 8.050 $10.039 $ 9.847 Number of Units Outstanding, End of Period 1,206 2,165 2,208 AIM V.I. BALANCED SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 8.286 $ 9.499 Accumulation Unit Value, End of Period $ 8.286 $ 9.499 $ 9.435 Number of Units Outstanding, End of Period 18,196 32,221 42,602 AIM V.I. BASIC VALUE SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 7.665 $10.084 Accumulation Unit Value, End of Period $ 7.665 $10.084 $ 9.976 Number of Units Outstanding, End of Period 20,781 63,080 65,863 AIM V.I. BLUE CHIP SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 7.717 $ 9.507 Accumulation Unit Value, End of Period $ 7.717 $ 9.507 $ 9.083 Number of Units Outstanding, End of Period 13,932 41,796 38,059 AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 7.450 $ 9.499 Accumulation Unit Value, End of Period $ 7.450 $ 9.499 $ 9.095 Number of Units Outstanding, End of Period 3,403 8,439 7,915 AIM V.I. CAPITAL DEVELOPMENT SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 7.737 $10.313 Accumulation Unit Value, End of Period $ 7.737 $10.313 $10.390 Number of Units Outstanding, End of Period 7,435 10,356 12,715 AIM V.I. CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 8.311 $10.185 Accumulation Unit Value, End of Period $ 8.311 $10.185 $10.206 Number of Units Outstanding, End of Period 3,222 7,946 15,593 AIM V.I. DENT DEMOGRAPHIC TRENDS SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 6.686 $ 9.061 Accumulation Unit Value, End of Period $ 6.686 $ 9.061 $ 8.609 Number of Units Outstanding, End of Period 8,038 12,502 10,285 AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $10.022 $10.784 Accumulation Unit Value, End of Period $10.022 $10.784 $11.044 Number of Units Outstanding, End of Period 820 22,164 24,713 AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT*** Accumulation Unit Value, Beginning of Period $10.000 $ 7.862 $ 9.230 Accumulation Unit Value, End of Period $ 7.862 $ 9.230 $ 9.270 Number of Units Outstanding, End of Period 4,069 9,118 0

45 PROSPECTUS FOR THE PERIOD BEGINNING JANUARY 1 AND ENDING DECEMBER 31,** 2002 2003 2004 - ----------------------------------------------------------------------------------------- AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $10.783 $10.742 Accumulation Unit Value, End of Period $10.783 $10.742 $10.820 Number of Units Outstanding, End of Period 11,695 68,342 71,368 AIM V.I. GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 6.799 $ 8.783 Accumulation Unit Value, End of Period $ 6.799 $ 8.783 $ 8.497 Number of Units Outstanding, End of Period 12,940 16,431 12,085 AIM V.I. HIGH YIELD SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 9.304 $11.745 Accumulation Unit Value, End of Period $ 9.304 $11.745 $12.334 Number of Units Outstanding, End of Period 8,971 16,185 18,360 AIM V.I. INTERNATIONAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 8.302 $10.537 Accumulation Unit Value, End of Period $ 8.302 $10.537 $11.226 Number of Units Outstanding, End of Period 2,434 12,268 14,533 AIM V.I. MID CAP CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 8.764 $10.991 Accumulation Unit Value, End of Period $ 8.764 $10.991 $11.427 Number of Units Outstanding, End of Period 12,168 36,834 34,445 AIM V.I. MONEY MARKET SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 9.959 $ 9.862 Accumulation Unit Value, End of Period $ 9.959 $ 9.862 $ 9.785 Number of Units Outstanding, End of Period 2,409 3,210 6,740 AIM V.I. NEW TECHNOLOGY SUB-ACCOUNT**** Accumulation Unit Value, Beginning of Period $10.000 $ 5.960 $ 8.939 Accumulation Unit Value, End of Period $ 5.960 $ 8.939 $ 8.520 Number of Units Outstanding, End of Period 579 812 0 AIM V.I. PREMIER EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 6.865 $ 8.458 Accumulation Unit Value, End of Period $ 6.865 $ 8.458 $ 8.147 Number of Units Outstanding, End of Period 7,450 26,638 22,222 - ----------------------------------------------------------------------------------------- AIM V.I. TECHNOLOGY SUB-ACCOUNT**** Accumulation Unit Value, Beginning of Period -- -- $10.000 Accumulation Unit Value, End of Period -- -- $ 9.596 Number of Units Outstanding, End of Period -- -- 809 AIM V.I. UTILITIES SUB-ACCOUNT*** Accumulation Unit Value, Beginning of Period -- -- $10.000 Accumulation Unit Value, End of Period -- -- $10.883 Number of Units Outstanding, End of Period -- -- 9,363 - ----------------------------------------------------------------------------------------- * The Contracts were first offered for sale on February 25, 2002. The Accumulation Unit Values in this table reflect a mortality and expense risk charge of 1.20% and an administrative charge of 0.10%. All of the Variable Sub-Accounts were first offered under the Contracts on February 25, 2002, except for the INVESCO VIF-Technology Sub-Account and the INVESCO VIF-Utilities Sub-Account, which were first offered on April 30, 2004, and which have been renamed the AIM V. I. Technology Sub-Account and AIM V.I. Utilities Sub-Account, respectively. ** The Accumulation Unit information shown for 2004 is for the period beginning January 1 and ending September 30. *** Effective April 30, 2004, AIM V. I. Global Utilities Fund merged into INVESCO VIF- Utilities Fund. Effective October 15, 2004, INVESCO VIF-Utilities Fund changed its name to AIM V.I. Utilities Fund. We have made a corresponding change in the name of the Variable Sub-Account that invests in that Fund. **** Effective April 30, 2004, AIM V. I. New Technology Fund merged into INVESCO VIF- Technology Fund. Effective October 15, 2004, INVESCO VIF-Technology Fund changed its name to AIM V.I. Technology Fund. We have made a corresponding change in the name of the Variable Sub-Account that invests in that Fund. 46 PROSPECTUS

AIM LIFETIME AMERICA CLASSIC/SM/ WITH ENHANCED EARNINGS (66-75) AND ENHANCED DEATH BENEFIT AND INCOME BENEFIT* RIDERS FOR THE PERIOD BEGINNING JANUARY 1 AND ENDING DECEMBER 31,** 2002 2003 2004 AIM V.I. AGGRESSIVE GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 7.984 $ 9.866 Accumulation Unit Value, End of Period $ 7.984 $ 9.866 $ 9.611 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. BALANCED SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 8.215 $ 9.332 Accumulation Unit Value, End of Period $ 8.215 $ 9.332 $ 9.205 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. BASIC VALUE SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 7.595 $ 9.901 Accumulation Unit Value, End of Period $ 7.595 $ 9.901 $ 9.728 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. BLUE CHIP SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 7.653 $ 9.342 Accumulation Unit Value, End of Period $ 7.653 $ 9.342 $ 8.865 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 7.382 $ 9.327 Accumulation Unit Value, End of Period $ 7.382 $ 9.327 $ 8.869 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. CAPITAL DEVELOPMENT SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 7.666 $10.125 Accumulation Unit Value, End of Period $ 7.666 $10.125 $10.132 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 8.235 $10.000 Accumulation Unit Value, End of Period $ 8.235 $10.000 $ 9.952 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. DENT DEMOGRAPHIC TRENDS SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 6.625 $ 8.896 Accumulation Unit Value, End of Period $ 6.625 $ 8.896 $ 8.395 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 9.939 $10.597 Accumulation Unit Value, End of Period $ 9.939 $10.597 $10.779 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT*** Accumulation Unit Value, Beginning of Period $10.000 $ 7.797 $ 9.070 Accumulation Unit Value, End of Period $ 7.797 $ 9.070 $ 9.082 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $10.685 $10.547 Accumulation Unit Value, End of Period $10.685 $10.547 $10.551 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 6.737 $ 8.623 Accumulation Unit Value, End of Period $ 6.737 $ 8.623 $ 8.285 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. HIGH YIELD SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 9.228 $11.542 Accumulation Unit Value, End of Period $ 9.228 $11.542 $12.038 Number of Units Outstanding, End of Period 0 0 0 47 PROSPECTUS

FOR THE PERIOD BEGINNING JANUARY 1 AND ENDING DECEMBER 31,** 2002 2003 2004 - ---------------------------------------------------------------------------------------------------------- AIM V.I. INTERNATIONAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 8.226 $10.346 Accumulation Unit Value, End of Period $ 8.226 $10.346 $10.947 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. MID CAP CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 8.684 $10.791 Accumulation Unit Value, End of Period $ 8.684 $10.791 $11.143 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. MONEY MARKET SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 9.868 $ 9.683 Accumulation Unit Value, End of Period $ 9.868 $ 9.683 $ 9.541 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. NEW TECHNOLOGY SUB-ACCOUNT**** Accumulation Unit Value, Beginning of Period $10.000 $ 5.911 $ 8.784 Accumulation Unit Value, End of Period $ 5.911 $ 8.784 $ 8.347 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. PREMIER EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 6.802 $ 8.305 Accumulation Unit Value, End of Period $ 6.802 $ 8.305 $ 7.944 Number of Units Outstanding, End of Period 0 6,782 6,782 - -------------------------------------------------------------------------------------------------------- AIM V.I. TECHNOLOGY SUB-ACCOUNT**** Accumulation Unit Value, Beginning of Period -- -- $10.000 Accumulation Unit Value, End of Period -- -- $ 9.559 Number of Units Outstanding, End of Period -- -- 0 AIM V.I. UTILITIES SUB-ACCOUNT*** Accumulation Unit Value, Beginning of Period -- -- $10.000 Accumulation Unit Value, End of Period -- -- $10.841 Number of Units Outstanding, End of Period -- -- 0 - -------------------------------------------------------------------------------------------------------- * The Contracts, including the Enhanced Death Benefit Rider, the Enhanced Earnings Death Benefit Rider and the Income Benefit Rider, were first offered for sale on February 25, 2002. We discontinued offering the Income Benefit Rider as of January 1, 2004. The Accumulation Unit Values in this table reflect a mortality and expense risk charge of 2.10% and an administrative charge of 0.10%. All of the Variable Sub-Accounts were first offered under the Contracts on February 25, 2002, except for the INVESCO VIF-Technology Sub-Account and the INVESCO VIF-Utilities Sub-Account, which were first offered on April 30, 2004, and which have been renamed the AIM V. I. Technology Sub-Account and AIM V.I. Utilities Sub-Account, respectively. ** The Accumulation Unit information shown for 2004 is for the period beginning January 1 and ending September 30. *** Effective April 30, 2004, AIM V. I. Global Utilities Fund merged into INVESCO VIF- Utilities Fund. Effective October 15, 2004, INVESCO VIF-Utilities Fund changed its name to AIM V.I. Utilities Fund. We have made a corresponding change in the name of the Variable Sub-Account that invests in that Fund. **** Effective April 30, 2004, AIM V. I. New Technology Fund merged into INVESCO VIF- Technology Fund. Effective October 15, 2004, INVESCO VIF-Technology Fund changed its name to AIM V.I. Technology Fund. We have made a corresponding change in the name of the Variable Sub-Account that invests in that Fund. 48 PROSPECTUS

AIM LIFETIME AMERICA REGAL/SM/ BASIC POLICY FOR THE PERIOD BEGINNING JANUARY 1 AND ENDING DECEMBER 31,** 2002 2003 2004 AIM V.I. AGGRESSIVE GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 8.039 $10.010 Accumulation Unit Value, End of Period $ 8.039 $10.010 $ 9.808 Number of Units Outstanding, End of Period 999 999 999 AIM V.I. BALANCED SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 8.274 $ 9.471 Accumulation Unit Value, End of Period $ 8.274 $ 9.471 $ 9.396 Number of Units Outstanding, End of Period 9,227 12,970 12,820 AIM V.I. BASIC VALUE SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 7.653 $10.053 Accumulation Unit Value, End of Period $ 7.653 $10.053 $ 9.935 Number of Units Outstanding, End of Period 3,810 16.665 16,865 AIM V.I. BLUE CHIP SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 7.707 $ 9.479 Accumulation Unit Value, End of Period $ 7.707 $ 9.479 $ 9.046 Number of Units Outstanding, End of Period 5,033 7,056 7,387 AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 7.439 $ 9.470 Accumulation Unit Value, End of Period $ 7.439 $ 9.470 $ 9.057 Number of Units Outstanding, End of Period 149 220 211 AIM V.I. CAPITAL DEVELOPMENT SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 7.725 $10.281 Accumulation Unit Value, End of Period $ 7.725 $10.281 $10.347 Number of Units Outstanding, End of Period 206 357 357 AIM V.I. CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 8.299 $10.154 Accumulation Unit Value, End of Period $ 8.299 $10.154 $10.164 Number of Units Outstanding, End of Period 1,769 2,214 2,206 AIM V.I. DENT DEMOGRAPHIC TRENDS SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 6.676 $ 9.033 Accumulation Unit Value, End of Period $ 6.676 $ 9.033 $ 8.573 Number of Units Outstanding, End of Period 428 856 955 AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $10.008 $10.753 Accumulation Unit Value, End of Period $10.008 $10.753 $10.999 Number of Units Outstanding, End of Period 1,140 2,322 2,520 AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT*** Accumulation Unit Value, Beginning of Period $10.000 $ 7.852 $ 9.203 Accumulation Unit Value, End of Period $ 7.852 $ 9.203 $ 9.239 Number of Units Outstanding, End of Period 209 772 0 AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $10.767 $10.709 Accumulation Unit Value, End of Period $10.767 $10.709 $10.775 Number of Units Outstanding, End of Period 48,767 50,416 48,111 AIM V.I. GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 6.789 $ 8.756 Accumulation Unit Value, End of Period $ 6.789 $ 8.756 $ 8.461 Number of Units Outstanding, End of Period 266 266 520 AIM V.I. HIGH YIELD SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 9.292 $11.711 Accumulation Unit Value, End of Period $ 9.292 $11.711 $12.284 Number of Units Outstanding, End of Period 2,195 3,680 5,028 49 PROSPECTUS

FOR THE PERIOD BEGINNING JANUARY 1 AND ENDING DECEMBER 31,** 2002 2003 2004 - --------------------------------------------------------------------------------------------- AIM V.I. INTERNATIONAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 8.289 $10.505 Accumulation Unit Value, End of Period $ 8.289 $10.505 $11.179 Number of Units Outstanding, End of Period 612 1,263 3,551 AIM V.I. MID CAP CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 8.751 $10.957 Accumulation Unit Value, End of Period $ 8.751 $10.957 $11.379 Number of Units Outstanding, End of Period 6,690 7,243 9,472 AIM V.I. MONEY MARKET SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 9.944 $ 9.832 Accumulation Unit Value, End of Period $ 9.944 $ 9.832 $ 9.744 Number of Units Outstanding, End of Period 11,483 14,260 57,989 AIM V.I. NEW TECHNOLOGY SUB-ACCOUNT**** Accumulation Unit Value, Beginning of Period $10.000 $ 5.952 $ 8.913 Accumulation Unit Value, End of Period $ 5.952 $ 8.913 $ 8.491 Number of Units Outstanding, End of Period 43 43 0 AIM V.I. PREMIER EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 6.855 $ 8.433 Accumulation Unit Value, End of Period $ 6.855 $ 8.433 $ 8.113 Number of Units Outstanding, End of Period 560 546 2,004 - ----------------------------------------------------------------------------------------- AIM V.I. TECHNOLOGY SUB-ACCOUNT**** Accumulation Unit Value, Beginning of Period -- -- $10.000 Accumulation Unit Value, End of Period -- -- $ 9.590 Number of Units Outstanding, End of Period -- -- 36 AIM V.I. UTILITIES SUB-ACCOUNT*** Accumulation Unit Value, Beginning of Period -- -- $10.000 Accumulation Unit Value, End of Period -- -- $10.876 Number of Units Outstanding, End of Period -- -- 2,475 - ----------------------------------------------------------------------------------------- * The Contracts were first offered for sale on February 25, 2002. The Accumulation Unit Values in this table reflect a mortality and expense risk charge of 1.35% and an administrative charge of 0.10%. All of the Variable Sub-Accounts were first offered under the Contracts on February 25, 2002, except for the INVESCO VIF-Technology Sub-Account and the INVESCO VIF-Utilities Sub-Account, which were first offered on April 30, 2004, and which have been renamed the AIM V. I. Technology Sub-Account and AIM V.I. Utilities Sub-Account, respectively. ** The Accumulation Unit information shown for 2004 is for the period beginning January 1 and ending September 30. *** Effective April 30, 2004, AIM V. I. Global Utilities Fund merged into INVESCO VIF- Utilities Fund. Effective October 15, 2004, INVESCO VIF-Utilities Fund changed its name to AIM V.I. Utilities Fund. We have made a corresponding change in the name of the Variable Sub-Account that invests in that Fund. **** Effective April 30, 2004, AIM V. I. New Technology Fund merged into INVESCO VIF- Technology Fund. Effective October 15, 2004, INVESCO VIF-Technology Fund changed its name to AIM V.I. Technology Fund. We have made a corresponding change in the name of the Variable Sub-Account that invests in that Fund. 50 PROSPECTUS

AIM LIFETIME AMERICA REGAL/SM/ WITH ENHANCED EARNINGS (66-75) AND ENHANCED DEATH BENEFIT AND INCOME BENEFIT* RIDERS FOR THE PERIOD BEGINNING JANUARY 1 AND ENDING DECEMBER 31,** 2002 2003 2004 AIM V.I. AGGRESSIVE GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 7.973 $ 9.837 Accumulation Unit Value, End of Period $ 7.973 $ 9.837 $ 9.572 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. BALANCED SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 8.203 $ 9.304 Accumulation Unit Value, End of Period $ 8.203 $ 9.304 $ 9.168 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. BASIC VALUE SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 7.583 $ 9.870 Accumulation Unit Value, End of Period $ 7.583 $ 9.870 $ 9.687 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. BLUE CHIP SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 7.643 $ 9.315 Accumulation Unit Value, End of Period $ 7.643 $ 9.315 $ 8.829 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 7.371 $ 9.298 Accumulation Unit Value, End of Period $ 7.371 $ 9.298 $ 8.832 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. CAPITAL DEVELOPMENT SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 7.655 $10.094 Accumulation Unit Value, End of Period $ 7.655 $10.094 $10.089 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 8.223 $ 9.969 Accumulation Unit Value, End of Period $ 8.223 $ 9.969 $ 9.911 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. DENT DEMOGRAPHIC TRENDS SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 6.615 $ 8.869 Accumulation Unit Value, End of Period $ 6.615 $ 8.869 $ 8.360 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 9.926 $10.566 Accumulation Unit Value, End of Period $ 9.926 $10.566 $10.735 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT*** Accumulation Unit Value, Beginning of Period $10.000 $ 7.787 $ 9.044 Accumulation Unit Value, End of Period $ 7.787 $ 9.044 $ 9.051 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $10.668 $10.514 Accumulation Unit Value, End of Period $10.668 $10.514 $10.507 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 6.726 $ 8.597 Accumulation Unit Value, End of Period $ 6.726 $ 8.597 $ 8.251 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. HIGH YIELD SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 9.215 $11.508 Accumulation Unit Value, End of Period $ 9.215 $11.508 $11.989 Number of Units Outstanding, End of Period 0 0 0 51 PROSPECTUS

FOR THE PERIOD BEGINNING JANUARY 1 AND ENDING DECEMBER 31,** 2002 2003 2004 - --------------------------------------------------------------------------------------------------------- AIM V.I. INTERNATIONAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 8.213 $10.314 Accumulation Unit Value, End of Period $ 8.213 $10.314 $10.901 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. MID CAP CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 8.671 $10.758 Accumulation Unit Value, End of Period $ 8.671 $10.758 $11.096 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. MONEY MARKET SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 9.853 $ 9.653 Accumulation Unit Value, End of Period $ 9.853 $ 9.653 $ 9.501 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. NEW TECHNOLOGY SUB-ACCOUNT**** Accumulation Unit Value, Beginning of Period $10.000 $ 5.903 $ 8.759 Accumulation Unit Value, End of Period $ 5.903 $ 8.759 $ 8.319 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. PREMIER EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 6.792 $ 8.279 Accumulation Unit Value, End of Period $ 6.792 $ 8.279 $ 7.911 Number of Units Outstanding, End of Period 0 0 0 - -------------------------------------------------------------------------------------------------------- AIM V.I. TECHNOLOGY SUB-ACCOUNT**** Accumulation Unit Value, Beginning of Period -- -- $10.000 Accumulation Unit Value, End of Period -- -- $ 9.553 Number of Units Outstanding, End of Period -- -- 0 AIM V.I. UTILITIES SUB-ACCOUNT*** Accumulation Unit Value, Beginning of Period -- -- $10.000 Accumulation Unit Value, End of Period -- -- $10.834 Number of Units Outstanding, End of Period -- -- 0 - -------------------------------------------------------------------------------------------------------- * The Contracts, including the Enhanced Death Benefit Rider, the Enhanced Earnings Death Benefit Rider and the Income Benefit Rider, were first offered for sale on February 25, 2002. We discontinued offering the Income Benefit Rider as of January 1, 2004. The Accumulation Unit Values in this table reflect a mortality and expense risk charge of 2.25% and an administrative charge of 0.10%. All of the Variable Sub-Accounts were first offered under the Contracts on February 25, 2002, except for the INVESCO VIF-Technology Sub-Account and the INVESCO VIF-Utilities Sub-Account, which were first offered on April 30, 2004, and which have been renamed the AIM V. I. Technology Sub-Account and AIM V.I. Utilities Sub-Account, respectively. ** The Accumulation Unit information shown for 2004 is for the period beginning January 1 and ending September 30. *** Effective April 30, 2004, AIM V. I. Global Utilities Fund merged into INVESCO VIF- Utilities Fund. Effective October 15, 2004, INVESCO VIF-Utilities Fund changed its name to AIM V.I. Utilities Fund. We have made a corresponding change in the name of the Variable Sub-Account that invests in that Fund. **** Effective April 30, 2004, AIM V. I. New Technology Fund merged into INVESCO VIF- Technology Fund. Effective October 15, 2004, INVESCO VIF-Technology Fund changed its name to AIM V.I. Technology Fund. We have made a corresponding change in the name of the Variable Sub-Account that invests in that Fund. 52 PROSPECTUS

AIM LIFETIME AMERICA FREEDOM/SM/ BASIC POLICY FOR THE PERIOD BEGINNING JANUARY 1 AND ENDING DECEMBER 31,** 2002 2003 2004 AIM V.I. AGGRESSIVE GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.036 $ 10.001 Accumulation Unit Value, End of Period $ 8.036 $ 10.001 $ 9.794 Number of Units Outstanding, End of Period 0 2,284 2,284 AIM V.I. BALANCED SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.270 $ 9.462 Accumulation Unit Value, End of Period $ 8.270 $ 9.462 $ 9.383 Number of Units Outstanding, End of Period 0 5,383 11,265 AIM V.I. BASIC VALUE SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.000 $ 7.649 $ 10.043 Accumulation Unit Value, End of Period $ 7.649 $ 10.043 $ 9.921 Number of Units Outstanding, End of Period 6,281 7,698 9,055 AIM V.I. BLUE CHIP SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.000 $ 7.703 $ 9.470 Accumulation Unit Value, End of Period $ 7.703 $ 9.470 $ 9.034 Number of Units Outstanding, End of Period 1,265 1,989 3.088 AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.000 $ 7.435 $ 9.461 Accumulation Unit Value, End of Period $ 7.435 $ 9.461 $ 9.045 Number of Units Outstanding, End of Period 0 1,173 1,201 AIM V.I. CAPITAL DEVELOPMENT SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.000 $ 7.721 $ 10.271 Accumulation Unit Value, End of Period $ 7.721 $ 10.271 $ 10.332 Number of Units Outstanding, End of Period 696 2,029 2,029 AIM V.I. CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.294 $ 10.143 Accumulation Unit Value, End of Period $ 8.294 $ 10.143 $ 10.150 Number of Units Outstanding, End of Period 0 2,228 2,228 AIM V.I. DENT DEMOGRAPHIC TRENDS SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.000 $ 6.672 $ 9.024 Accumulation Unit Value, End of Period $ 6.672 $ 9.024 $ 8.561 Number of Units Outstanding, End of Period 0 287 287 AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.000 $ 10.004 $ 10.742 Accumulation Unit Value, End of Period $ 10.004 $ 10.742 $ 10.984 Number of Units Outstanding, End of Period 1,076 1,775 1,775 AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT*** Accumulation Unit Value, Beginning of Period $ 10.000 $ 7.848 $ 9.194 Accumulation Unit Value, End of Period $ 7.848 $ 9.194 $ 9.228 Number of Units Outstanding, End of Period 5,448 6,078 0 AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.000 $ 10.761 $ 10.698 Accumulation Unit Value, End of Period $ 10.761 $ 10.698 $ 10.760 Number of Units Outstanding, End of Period 61,327 11,622 11,091 AIM V.I. GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.000 $ 6.785 $ 8.747 Accumulation Unit Value, End of Period $ 6.785 $ 8.747 $ 8.450 Number of Units Outstanding, End of Period 0 413 443 AIM V.I. HIGH YIELD SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.000 $ 9.287 $ 11.699 Accumulation Unit Value, End of Period $ 9.287 $ 11.699 $12..268 Number of Units Outstanding, End of Period 0 3,296 4,408 53 PROSPECTUS

FOR THE PERIOD BEGINNING JANUARY 1 AND ENDING DECEMBER 31,** 2002 2003 2004 - --------------------------------------------------------------------------------------------- AIM V.I. INTERNATIONAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.285 $ 10.495 Accumulation Unit Value, End of Period $ 8.285 $ 10.495 $ 11.163 Number of Units Outstanding, End of Period 0 1,125 1,172 AIM V.I. MID CAP CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.000 $ 8.746 $ 10.946 Accumulation Unit Value, End of Period $ 8.746 $ 10.946 $ 11.364 Number of Units Outstanding, End of Period 1,034 1,321 1,343 AIM V.I. MONEY MARKET SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.000 $ 9.939 $ 9.822 Accumulation Unit Value, End of Period $ 9.939 $ 9.822 $ 9.730 Number of Units Outstanding, End of Period 746,618 154,202 620,877 AIM V.I. NEW TECHNOLOGY SUB-ACCOUNT**** Accumulation Unit Value, Beginning of Period $ 10.000 $ 5.949 $ 8.904 Accumulation Unit Value, End of Period $ 5.949 $ 8.904 $ 8.481 Number of Units Outstanding, End of Period 0 315 0 AIM V.I. PREMIER EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $ 10.000 $ 6.851 $ 8.424 Accumulation Unit Value, End of Period $ 6.851 $ 8.424 $ 8.102 Number of Units Outstanding, End of Period 1,460 2,424 2,455 - -------------------------------------------------------------------------------------------- AIM V.I. TECHNOLOGY SUB-ACCOUNT**** Accumulation Unit Value, Beginning of Period -- -- $ 10.000 Accumulation Unit Value, End of Period -- -- $ 9.587 Number of Units Outstanding, End of Period -- -- 261 AIM V.I. UTILITIES SUB-ACCOUNT*** Accumulation Unit Value, Beginning of Period -- -- $ 10.000 Accumulation Unit Value, End of Period -- -- $ 10.873 Number of Units Outstanding, End of Period -- -- 5,894 - -------------------------------------------------------------------------------------------- * The Contracts were first offered for sale on February 25, 2002. The Accumulation Unit Values in this table reflect a mortality and expense risk charge of 1.40% and an administrative charge of 0.10%. All of the Variable Sub-Accounts were first offered under the Contracts on February 25, 2002, except for the INVESCO VIF-Technology Sub-Account and the INVESCO VIF-Utilities Sub-Account, which were first offered on April 30, 2004, and which have been renamed the AIM V. I. Technology Sub-Account and AIM V.I. Utilities Sub-Account, respectively. ** The Accumulation Unit information shown for 2004 is for the period beginning January 1 and ending September 30. *** Effective April 30, 2004, AIM V. I. Global Utilities Fund merged into INVESCO VIF- Utilities Fund. Effective October 15, 2004, INVESCO VIF-Utilities Fund changed its name to AIM V.I. Utilities Fund. We have made a corresponding change in the name of the Variable Sub-Account that invests in that Fund. **** Effective April 30, 2004, AIM V. I. New Technology Fund merged into INVESCO VIF- Technology Fund. Effective October 15, 2004, INVESCO VIF-Technology Fund changed its name to AIM V.I. Technology Fund. We have made a corresponding change in the name of the Variable Sub-Account that invests in that Fund. 54 PROSPECTUS

AIM LIFETIME AMERICA FREEDOM/SM/ WITH ENHANCED EARNINGS (66-75) AND ENHANCED DEATH BENEFIT AND INCOME BENEFIT* RIDERS FOR THE PERIOD BEGINNING JANUARY 1 AND ENDING DECEMBER 31,** 2002 2003 2004 AIM V.I. AGGRESSIVE GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 7.969 $ 9.827 Accumulation Unit Value, End of Period $ 7.969 $ 9.827 $ 9.559 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. BALANCED SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 8.199 $ 9.295 Accumulation Unit Value, End of Period $ 8.199 $ 9.295 $ 9.155 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. BASIC VALUE SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 7.579 $ 9.860 Accumulation Unit Value, End of Period $ 7.579 $ 9.860 $ 9.673 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. BLUE CHIP SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 7.639 $ 9.306 Accumulation Unit Value, End of Period $ 7.639 $ 9.306 $ 8.817 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. CAPITAL APPRECIATION SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 7.367 $ 9.289 Accumulation Unit Value, End of Period $ 7.367 $ 9.289 $ 8.819 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. CAPITAL DEVELOPMENT SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 7.651 $10.084 Accumulation Unit Value, End of Period $ 7.651 $10.084 $10.075 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 8.219 $ 9.959 Accumulation Unit Value, End of Period $ 8.219 $ 9.959 $ 9.897 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. DENT DEMOGRAPHIC TRENDS SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 6.611 $ 8.860 Accumulation Unit Value, End of Period $ 6.611 $ 8.860 $ 8.348 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. DIVERSIFIED INCOME SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 9.921 $10.556 Accumulation Unit Value, End of Period $ 9.921 $10.556 $10.720 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. GLOBAL UTILITIES SUB-ACCOUNT*** Accumulation Unit Value, Beginning of Period $10.000 $ 7.783 $ 9.035 Accumulation Unit Value, End of Period $ 7.783 $ 9.035 $ 9.041 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. GOVERNMENT SECURITIES SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $10.663 $10.504 Accumulation Unit Value, End of Period $10.663 $10.504 $10.492 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 6.723 $ 8.588 Accumulation Unit Value, End of Period $ 6.723 $ 8.588 $ 8.239 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. HIGH YIELD SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 9.211 $11.497 Accumulation Unit Value, End of Period $ 9.211 $11.497 $11.973 Number of Units Outstanding, End of Period 0 0 0 55 PROSPECTUS

FOR THE PERIOD BEGINNING JANUARY 1 AND ENDING DECEMBER 31,** 2002 2003 2004 - ---------------------------------------------------------------------------------------------------------- AIM V.I. INTERNATIONAL GROWTH SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 8.209 $10.304 Accumulation Unit Value, End of Period $ 8.209 $10.304 $10.885 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. MID CAP CORE EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 8.666 $10.747 Accumulation Unit Value, End of Period $ 8.666 $10.747 $11.080 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. MONEY MARKET SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 9.848 $ 9.644 Accumulation Unit Value, End of Period $ 9.848 $ 9.644 $ 9.488 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. NEW TECHNOLOGY SUB-ACCOUNT **** Accumulation Unit Value, Beginning of Period $10.000 $ 5.900 $ 8.750 Accumulation Unit Value, End of Period $ 5.900 $ 8.750 $ 8.309 Number of Units Outstanding, End of Period 0 0 0 AIM V.I. PREMIER EQUITY SUB-ACCOUNT Accumulation Unit Value, Beginning of Period $10.000 $ 6.788 $ 8.271 Accumulation Unit Value, End of Period $ 6.788 $ 8.271 $ 7.900 Number of Units Outstanding, End of Period 0 0 0 - -------------------------------------------------------------------------------------------------------- AIM V.I. TECHNOLOGY SUB-ACCOUNT**** Accumulation Unit Value, Beginning of Period -- -- $10.000 Accumulation Unit Value, End of Period -- -- $ 9.551 Number of Units Outstanding, End of Period -- -- 0 AIM V.I. UTILITIES SUB-ACCOUNT*** Accumulation Unit Value, Beginning of Period -- -- $10.000 Accumulation Unit Value, End of Period -- -- $10.832 Number of Units Outstanding, End of Period -- -- 0 - -------------------------------------------------------------------------------------------------------- * The Contracts, including the Enhanced Death Benefit Rider, the Enhanced Earnings Death Benefit Rider and the Income Benefit Rider, were first offered for sale on February 25, 2002. We discontinued offering the Income Benefit Rider as of January 1, 2004. The Accumulation Unit Values in this table reflect a mortality and expense risk charge of 2.30% and an administrative charge of 0.10%. All of the Variable Sub-Accounts were first offered under the Contracts on February 25, 2002, except for the INVESCO VIF-Technology Sub-Account and the INVESCO VIF-Utilities Sub-Account, which were first offered on April 30, 2004, and which have been renamed the AIM V. I. Technology Sub-Account and AIM V.I. Utilities Sub-Account, respectively. ** The Accumulation Unit information shown for 2004 is for the period beginning January 1 and ending September 30. *** Effective April 30, 2004, AIM V. I. Global Utilities Fund merged into INVESCO VIF- Utilities Fund. Effective October 15, 2004, INVESCO VIF-Utilities Fund changed its name to AIM V.I. Utilities Fund. We have made a corresponding change in the name of the Variable Sub-Account that invests in that Fund. **** Effective April 30, 2004, AIM V. I. New Technology Fund merged into INVESCO VIF- Technology Fund. Effective October 15, 2004, INVESCO VIF-Technology Fund changed its name to AIM V.I. Technology Fund. We have made a corresponding change in the name of the Variable Sub-Account that invests in that Fund. 56 PROSPECTUS

APPENDIX B - -------------------------------------------------------------------------------- MARKET VALUE ADJUSTMENT EXAMPLE The Market Value Adjustment is based on the following: I = the Treasury Rate for a maturity equal to the Guarantee Period for the week preceding the establishment of the Guarantee Period. N = the number of whole and partial years from the date we receive the withdrawal, transfer, or death benefit request, or from the Payout Start Date to the end of the Guarantee Period. J = the Treasury Rate for a maturity equal to the Guarantee Period for the week preceding the receipt of the withdrawal, transfer, death benefit, or income payment request. If a Note with a maturity of the original Guarantee Period is not available, we will use a weighted average. Treasury Rate means the U.S. Treasury Note Constant Maturity yield as reported in Federal Reserve Board Statistical Release H.15. The Market Value Adjustment factor is determined from the following formula: .9 X [I-(J + .0025)] X N To determine the Market Value Adjustment, we will multiply the Market Value Adjustment factor by the amount transferred, withdrawn, paid as a death benefit, or applied to an Income Plan from a Guarantee Period at any time other than during the 30 day period after such Guarantee Period expires. EXAMPLES OF MARKET VALUE ADJUSTMENT Purchase Payment: $10,000 allocated to a Guarantee Period Guarantee Period: 5 years Interest Rate: 4.50% Full Withdrawal: End of Contract Year 3 Contract: AIM Lifetime America Classic /SM/ NOTE: These examples assume that premium taxes are not applicable. NOTE: These examples assume that premium taxes are not applicable. EXAMPLE 1: (ASSUMES DECLINING INTEREST RATES) Step 1: Calculate Contract Value at = $10,000.00 X (1.045)/3/ = $11,411.66 End of Contract Year 3: Step 2: Calculate the Free = .15 X $10,920.25* = $1,638.04 Withdrawal Amount: Step 3: Calculate the Withdrawal = .07 X ($10,000 - $1,638.04) = $585.34 Charge: Step 4: Calculate the Market Value I = 4.50% Adjustment: J = 4.20% 730 DAYS N = -------- = 2 365 DAYS Market Value Adjustment Factor: .9 X [I - (J + .0025)] X N' = .9 X [.045 - (.042 + .0025)] X 2 = .0009 Market Value Adjustment = Market Value Adjustment Factor X Amount Subject To Market Value Adjustment: = .0009 X $11,411.66 = $10.27 Step 5: Calculate the amount received by as a result of full withdrawal at the end of Contract = $11,411.66 - $585.34 + $10.27 = Year 3: $10,836.59 *Contract Value at End of Contract Year 2 57 PROSPECTUS

EXAMPLE 2: (ASSUMES RISING INTEREST RATES) Step 1: Calculate Contract Value at End of Contract Year 3: = $10,000.00 X (1.045)/3/ = $11,411.66 Step 2: Calculate The Free Withdrawal Amount: = .15 X $10,920.25* = $1,638.04 Step 3: Calculate the Withdrawal Charge: = 0.7 X ($10,000 - $1,638.04) = $585.34 Step 4: Calculate the Market Value Adjustment: I = 4.50% J = 4.80% 730 DAYS N= -------- = 2 365 DAYS Market Value Adjustment Factor: .9 X [I - (J + .0025)] X N = .9 X [(.045 - (.048 + .0025)] X (2) = -.0099 Market Value Adjustment = Market Value Adjustment Factor X Amount Subject To Market Value Adjustment: = -.0099 X $11,411.66 = -($112.98) Step 5: Calculate the amount received by Contract Owner as a = $11,411.66 - $585.34 - $112.98 = $10,713.35 result of full withdrawal at the end of Contract Year 3: *Contract Value at End of Contract Year 2 58 PROSPECTUS

APPENDIX C - -------------------------------------------------------------------------------- CALCULATION OF ENHANCED EARNINGS DEATH BENEFIT AMOUNT EXAMPLE 1 In this example, assume that the oldest Owner is age 55 at the time the Contract is issued and elects the Enhanced Earnings Death Benefit Rider when the Contract is issued. The Owner makes an initial purchase payment of $100,000. After four years, the Owner dies. On the date Allstate Life receives Due Proof of Death, the Contract Value is $125,000. Prior to his death, the Owner did not make any additional purchase payments or take any withdrawals. Excess-of-Earnings Withdrawals = $0 Purchase payments in the 12 months prior to Death = $0 In-Force Premium = $100,000 ($100,000 + $0 - $0) In-Force Earnings = $25,000 ($125,000 - $100,000) Enhanced Earnings Death Benefit = 50% x $25,000 = $12,500. Since In-Force Earnings are less than 100% of the In-Force Premium (excluding purchase payments in the 12 months prior to death), the In-Force Earnings are used to compute the Enhanced Earnings Death Benefit amount. EXAMPLE 2 In the second example, assume the same facts as above, except that the Owner has taken a withdrawal of $10,000 during the second year of the Contract. Immediately prior to the withdrawal, the Contract Value is $105,000. Here, $5,000 of the withdrawal is in excess of the In-Force Earnings at the time of the withdrawal. The Contract Value on the date Allstate Life receives due proof of death will be assumed to be $114,000. Excess of Earnings Withdrawals = $5,000 ($10,000 - $5,000) Purchase payments in the 12 months prior to Death = $0 In-Force Premium = $95,000 ($100,000 + $0 - $5,000) In-Force Earnings = $19,000 ($114,000 - $95,000) Enhanced Earnings Death Benefit = 50% x $19,000 = $9,500. Since In-Force Earnings are less than 100% of the In-Force Premium (excluding purchase payments in the 12 months prior to death), the In-Force Earnings are used to compute the Enhanced Earnings Death Benefit amount. EXAMPLE 3 This third example is intended to illustrate the effect of adding the Enhanced Earnings Death Benefit Rider after the Contract has been issued and the effect of later purchase payments. In this example, assume that the oldest Owner is age 65 on the Rider Date. At the time the Contract is issued, the Owner makes a purchase payment of $100,000. After two years pass, the Owner elects to add the Enhanced Earnings Death Benefit Rider. On the date this Rider is added, the Contract Value is $110,000. Two years later, the Owner withdraws $50,000. Immediately prior to the withdrawal, the Contract Value is $130,000. Another two years later, the Owner makes an additional purchase payment of $40,000. Immediately after the additional purchase payment, the Contract Value is $130,000. Two years later, the owner dies with a Contract Value of $140,000 on the date Allstate Life receives Due Proof of Death. Excess of Earnings Withdrawals = $30,000 ($50,000 - $20,000) Purchase payments in the 12 months prior to Death = $0 In-Force Premium = $120,000 ($110,000 + $40,000 - $30,000) In-Force Earnings = $20,000 ($140,000 - $120,000) Enhanced Earnings Death Benefit = 40% of $20,000 = $8,000. In this example, In-Force Premium is equal to the Contract Value on the date the Rider was issued plus the additional purchase payment and minus the Excess-of-Earnings Withdrawal. Since In-Force Earnings are less than 80% of the In-Force Premium (excluding purchase payments in the 12 months prior to death), the In-Force Earnings are used to compute the Enhanced Earnings Death Benefit amount. 59 PROSPECTUS

APPENDIX D - -------------------------------------------------------------------------------- AIM LIFETIME AMERICA VARIABLE ANNUITY SERIES CONTRACT COMPARISON CHART AIM LIFETIME AMERICA AIM LIFETIME AMERICA AIM LIFETIME FEATURE CLASSIC /SM/ REGAL /SM/ AMERICA - ----------------------------------------------------------------------------------------------------------------------FREEDOM /SM/ -------------- MAXIMUM AGE OF CONTRACT OWNER AND ANNUITANT ON THE 90 90 90 ISSUE DATE - ------------------------------------------------------------------------------------------------------------------------------------ MINIMUM INITIAL PURCHASE PAYMENT $10,000 $10,000 $10,000 - ------------------------------------------------------------------------------------------------------------------------------------ 6 month DCA 12 Month DCA 6 month DCA 6 month DCA FIXED ACCOUNT OPTIONS Guaranteed Fixed 12 Month DCA 12 Month DCA Maturity Account - ------------------------------------------------------------------------------------------------------------------------------------ ADMINISTRATIVE EXPENSE CHARGE 0.10% 0.10% 0.10% - ------------------------------------------------------------------------------------------------------------------------------------ MORTALITY AND EXPENSE RISK CHARGE (WITHOUT OPTIONAL BENEFIT) 1.20% 1.35% 1.40% - ------------------------------------------------------------------------------------------------------------------------------------ Greater of 15% of Greater of 15% of purchase payments, or purchase payments, or No Withdrawal 15% of the Contract 15% of the Contract Charges on FREE WITHDRAWAL AMOUNT Value at beginning of Value at beginning of this option Contract Year Contract Year - ------------------------------------------------------------------------------------------------------------------------------------ WITHDRAWAL CHARGE (MEASURED FROM NUMBER OF COMPLETE YEARS SINCE WE Year: 1 2 3 4 5 6 7 8 Year: 1 2 3 4 RECEIVED THE PURCHASE PAYMENTS)(AS A PERCENTAGE OF PURCHASE PAYMENTS %: 7 7 7 6 5 4 3 0 %: 7 6 6 0 None WITHDRAWN IN EXCESS OF THE FREE WITHDRAWAL AMOUNT) - ------------------------------------------------------------------------------------------------------------------------------------ WITHDRAWAL CHARGE WAIVERS Yes Yes N/A - ------------------------------------------------------------------------------------------------------------------------------------ 60 PROSPECTUS

STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Additions, Deletions or Substitutions of Investments - -------------------------------------------------------------------------------- The Contract - -------------------------------------------------------------------------------- Purchase of Contracts - -------------------------------------------------------------------------------- Tax-free Exchanges (1035 Exchanges, Rollovers and Transfers) - -------------------------------------------------------------------------------- Calculation of Accumulation Unit Values - -------------------------------------------------------------------------------- Net Investment Factor - -------------------------------------------------------------------------------- Calculation of Variable Income Payments - -------------------------------------------------------------------------------- Calculation of Annuity Unit Values - -------------------------------------------------------------------------------- General Matters - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Incontestability - -------------------------------------------------------------------------------- Settlements - -------------------------------------------------------------------------------- Safekeeping of the Variable Account's Assets - -------------------------------------------------------------------------------- Premium Taxes - -------------------------------------------------------------------------------- Tax Reserves - -------------------------------------------------------------------------------- Experts - -------------------------------------------------------------------------------- Financial Statements - -------------------------------------------------------------------------------- Appendix A: Accumulation Unit Values - -------------------------------------------------------------------------------- THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. WE DO NOT AUTHORIZE ANYONE TO PROVIDE ANY INFORMATION OR REPRESENTATIONS REGARDING THE OFFERING DESCRIBED IN THIS PROSPECTUS OTHER THAN AS CONTAINED IN THIS PROSPECTUS. 61 PROSPECTUS

PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The By-laws of Allstate Life Insurance Company ("Registrant") provide that Registrant will Indemnify its officers and directors for certain damages and expenses that may be incurred in the performance of their duty to Registrant. No indemnification is provided, however, when such person is adjudged to be liable for negligence or misconduct in the performance of his or her duty, unless indemnification is deemed appropriate by the court upon application. ITEM 16. EXHIBITS. Exhibit No. Description (1) Form of Underwriting Agreement (Incorporated herein by reference to Post-Effective Amendment No. 1 to Form S-1 Registration Statement (File No. 033-62193) dated March 22, 1996.) (2) None (4)(a) Form of Flexible Premium Deferred Variable Annuity Contract and Application (Incorporated herein by reference to post-effective amendment no. 4 to Form S-3 Registration Statement (File No. 333-52806) dated April 30, 2002.) (b) Form of Contract Endorsement (reflecting Allstate as issuer) filed herewith. (5)(a) Opinion of General Counsel re: Legality (Incorporated herein by reference to initial Form S-3 Registration Statement (File No. 333-88870) dated May 23, 2002.) (b) Opinion and Consent of General Counsel re: Legality (8) None (12) None (15) Letter re: unaudited interim financial information from Registered Public Accounting Firm filed herewith (23) Consent of Independent Registered Public Accounting Firm filed herewith (24)(a) Powers of Attorney for Michael J. Velotta, David A. Bird, Margaret G. Dyer, Marla G. Friedman, Edward M. Liddy, John C. Lounds,Robert W. Pike, Samuel H. Pilch, Steven E. Shebik, Eric A. Simonson, Thomas J. Wilson, II and Kevin R. Slawin. (Incorporated herein by reference to Registrant's initial Form S-3 Registration Statement (File No. 333-100068) filed September 25, 2002). (24)(b) Powers of Attorney for Casey J. Sylla and Danny L. Hale (Incorporated herein by reference to Registrant's initial Form S-3 Registration Statement (File No. 333-105208) dated May 13, 2003). (25) None (26) None (99) (a) Merger Agreement and Articles of Merger Between Glenbrook Life and Annuity Company and Allstate Life Insurance Company. (99) (b) Experts filed herewith ITEM 17. UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof ) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) (a) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (3)(b) That, for purposes of determining any liability under the Securities Act of 1933, each filing if the registrant's annual report pursuant to Section 13(a) of 15 (d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, Allstate Life Insurance Company, pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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

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

LU10246                                                               05/04
                         Allstate Life Insurance Company
                          (herein called "We" or "Us")

                             Amendatory Endorsement

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

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

The following changes are made to your contract.

1. The Company name is deleted and replaced with:

         Allstate Life Insurance Company

2. Home office address is deleted and replaced with:

         3100 Sanders Road, Northbrook, IL 60062

3. The Variable Account (Separate Account) is deleted and replaced with:

         Allstate Financial Advisors Separate Account I


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





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

exhibit 9
                         ALLSTATE LIFE INSURANCE COMPANY
                          LAW AND REGULATION DEPARTMENT
                          3100 Sanders Road, Suite J5B
                           Northbrook, Illinois 60062
                         Direct Dial Number 847-402-2400
                             Facsimile 847-326-6742


Michael J. Velotta
Vice President, Secretary
and General Counsel

                                December 28, 2004



TO:                    ALLSTATE LIFE INSURANCE COMPANY
                       NORTHBROOK, ILLINOIS 60062

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

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

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

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

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

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

Sincerely,


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

December 28, 2004


Board of Directors
Allstate Life Insurance Company
Northbrook, Illinois


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

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

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





Chicago, Illinois

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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





Chicago, Illinois
December 28, 2004

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

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

Experts

The consolidated financial statements and the related consolidated financial
statement schedules incorporated in this prospectus by reference from the
Allstate Life Insurance Company Annual Report on Form 10-K for the year ended
December 31, 2003 have been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their report, which is
incorporated by reference herein (which report expresses an unqualified opinion
and includes an explanatory paragraph relating to changes in the methods of
accounting for embedded derivatives in modified coinsurance agreements and
variable interest entities in 2003), and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.

With respect to the unaudited interim financial information for the periods
ended March 31, 2004 and 2003, June 30, 2004 and 2003, and September 30, 2004
and 2003 which is incorporated herein by reference, Deloitte & Touche LLP, an
independent registered public accounting firm, have applied limited procedures
in accordance with standards of the Public Company Accounting Oversight Board
(United States) for a review of such information. However, as stated in their
reports included in the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2004 and 2003, June 30, 2004 and 2003, and September
30, 2004 and 2003, and incorporated by reference herein, they did not audit and
they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review procedures applied.
Deloitte & Touche LLP are not subject to the liability provisions of Section 11
of the Securities Act of 1933 for their reports on the unaudited interim
financial information because those reports are not "reports" or a "part" of the
registration statement prepared or certified by an accountant within the meaning
of Sections 7 and 11 of the Act.