AMENDED AND RESTATED BYLAWS

                                       OF

                       GLENBROOK LIFE AND ANNUITY COMPANY



                                    ARTICLE I
                            Meetings of Stockholders

     Section 1. Annual  Meeting.  The annual meeting of the  stockholders of the
corporation shall be held at the principal office of the corporation, or at such
other place as shall be set forth in the notice of meeting, on the third Tuesday
in  February,  or on such  other  date as the  Board of  Directors  or the Chief
Executive  Officer and/or  President may determine,  for the purpose of electing
directors  and for the  transaction  of such  other  business  as may be brought
before the meeting.

     Section  2.  Notice  of  Annual  Meeting.  Notice  of the time and place of
holding such annual  meeting  shall be given by the  Secretary by mailing a copy
thereof  to each  stockholder  entitled  to vote  thereat  at his  address as it
appears on the books of the  corporation,  or by delivering it to him in person,
not less than ten days nor more than sixty days before such meeting. The officer
or agent having charge of the stock transfer books for shares of the corporation
shall  make a  complete  record  of the  shareholders  entitled  to vote at such
meeting or any adjournment  thereof,  arranged in alphabetical  order,  with the
address of and the number of shares held by each.  Such record shall be produced
and kept open at the time and place of the  meeting  and shall be subject to the
inspection  of any  stockholder  during  the whole time of the  meeting  for the
purposes thereof.

     Section 3. Special Meetings.  Special meetings of the  stockholders,  to be
held at the principal office of the corporation or elsewhere, shall be called by
the Chief Executive Officer and/or  President,  and must be called by him, or in
his  absence by the Vice  President,  on receipt of a written  request  from the
holders of a majority  of the  outstanding  stock of the  corporation  or from a
majority of the directors of the corporation.

     Section  4.  Notice of Special  Meetings.  Notice of the time,  place,  and
purpose of each  special  meeting  shall be given by the  Secretary by mailing a
copy thereof to each  stockholder  entitled to vote thereat at his address as it
appears on the books of the  corporation,  or by delivering it to him in person,
at  least  ten  days  and not more  than  sixty  days  prior to the date of such
meeting.

     Section  5.  Waiver  of  Notice  of  Meeting.  Notice  of  any  meeting  of
stockholders,  annual  or  special,  shall  not be  required  to be given to any
stockholder  entitled to vote thereat who shall attend such meeting in person or
by proxy,  or who  shall  before or after  such  meeting,  in person or by proxy
thereunto authorized, waive notice of such meeting in writing or by telegraph or
cable.

     Section  6.  Quorum;  Adjournments  of  Meetings.  At all  meetings  of the
stockholders,  except as otherwise provided by law, the holders of a majority of
the  outstanding  stock of the  corporation,  present  in person or by proxy and
entitled to vote  thereat,  shall  constitute  a quorum for the  transaction  of
business, unless the representation of a larger number shall be required by law,
in which  event such  number  shall  constitute  a quorum.  In the  absence of a
quorum, a majority in interest of the stockholders so present or represented may
adjourn  the  meeting  from time to time until a quorum is  obtained.  No notice
shall be necessary for any such  adjourned  meeting  except the statement at the
meeting which is adjourned.  At any such adjourned  meeting at which a quorum is
present,  any business may be transacted which might have been transacted at the
meeting as originally  called.  If the adjournment is for more than thirty days,
or if  after  the  adjournment  a new  record  date is fixed  for the  adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

     Section 7. Organization.  Except where otherwise  provided by statute,  the
Chief Executive Officer and/or President of the corporation, shall call meetings
of the stockholders  and shall act as chairman of such meetings.  In the absence
of the Chief Executive  Officer and/or President and Vice President,  a chairman
shall be chosen by the  stockholders  present.  The Secretary of the corporation
shall act as secretary at all meetings of the  stockholders,  but in the absence
of the  Secretary  the  presiding  officer  may  appoint  any  person  to act as
secretary of the meeting.

     Section 8. Voting. At each meeting of the  stockholders,  every stockholder
entitled  to vote  thereat  shall  be  entitled  to vote in  person  or by proxy
appointed by an instrument in writing,  subscribed  by such  stockholder  or his
duly authorized attorney,  and delivered to the secretary of the meeting, and he
shall have one vote for each share of the voting stock  outstanding in his name,
except that the  cumulative  system of voting as required by the laws of Arizona
shall  govern the election of  directors.  Upon demand of any  stockholder,  the
votes for directors or upon any question before the meeting shall be by ballot.

     Section 9.  Consents.  Whenever  the vote of  stockholders  is  required or
permitted  to be taken at a meeting  thereof in  connection  with any  corporate
action,  the meeting and the vote of  stockholders  may be dispensed with if all
the stockholders who would have been entitled to vote upon the actions,  if such
meeting were held,  shall  consent in writing to such  corporate  actions  being
taken.


<PAGE>

                                   ARTICLE II
                               Board of Directors

     Section 1. Number, Qualifications, Election, and Term of Office. The number
of  directors  shall be not less than five (5) no more than  fifteen  (15) which
number may be  altered  from time to time as  provided  by the  Arizona  General
Corporation  Law, Title 10, Chapter 8, Section 10-803,  et seq. No director need
be a holder of capital stock of the corporation.  The directors shall be elected
annually,  and each shall  continue in office until the next annual meeting held
after  his  election  and until  his  successor  shall  have  been  elected  and
qualified,  except that a director may be removed with or without cause, and his
successor elected and qualified,  in advance of an annual meeting,  at a special
meeting of  stockholders  called for that purpose,  by vote of a majority of the
outstanding stock of the corporation.  A director whose removal is thus proposed
shall be given  written  notice of the  meeting  not less than  seven days prior
thereto.

     Section 2. Vacancies and  Resignation.  In case of any vacancy in the Board
of Directors through death, resignation,  disqualification,  increase in number,
or other  cause,  the  remaining  director or  directors,  although  less than a
quorum,  by  affirmative  vote of a majority  thereof may elect a  successor  or
successors to hold office for the unexpired  portion of the term of the director
whose place shall be vacant,  and until the  election and  qualification  of his
successor or successors.  Any director of the  corporation  may resign by giving
written notice to the Chief  Executive  Officer  and/or  President or Secretary,
which resignation shall be effective on the date specified in the notice, or, if
no date is specified, upon its acceptance by the Board of Directors.

     Section 3. Powers and Duties.  The Board of  Directors  shall have  general
power to manage and control the business and property of the corporation.

     Section 4. Place of Meeting.  The Board of Directors  may hold its meetings
at such place or places  within or without the State of Arizona as the Board may
from time to time determine.

     Section 5. Annual Meeting.  After each annual meeting of  stockholders  for
the election of directors,  the newly elected Board of Directors  shall meet for
the purpose of  organization  and the  transaction of such other business as may
properly  come before the meeting.  Such an annual  meeting shall be held at the
place  where the  annual  meeting  of  stockholders  was held at which they were
elected, or at such other place as the new Board shall determine. Notice of such
annual meeting need not be given.

     Section 6.  Regular  Meetings:  Notice.  Regular  meetings  of the Board of
Directors  may be held at such time and place as may be determined by the Board,
and thereupon no notice of such regular meetings need be given.

     Section 7.  Special  Meetings:  Notice.  Special  meetings  of the Board of
Directors  shall  be held at any  time and  place  upon  the  call of the  Chief
Executive  Officer and/or  President,  or any two (2)  Directors.  Notice of the
time, place, and purpose of every special meeting of the Board shall be given to
each  director by the Chief  Executive  Officer  and/or  President  or Secretary
either by mail, personally,  telegram or telephone at least two day's before the
meeting.

     Section 8.  Waiver of Notice of Meeting.  Notice of any special  meeting of
the Board of  Directors  need not be given to any director who shall attend such
meeting in person or shall  participate  in such  meeting by  telephone,  or who
shall before or after such meeting  waive notice in writing,  by telegraph or by
cable.

     Section 9. Quorum.  A majority of the directors in office present in person
or by  participation  by telephone shall constitute a quorum for the transaction
of  business,  but if at any  meeting of the Board there shall be less than such
quorum,  the directors present may adjourn the meeting from time to time until a
quorum is obtained.  No notice shall be necessary for any such adjourned meeting
except the statement at the meeting which is adjourned.

     Section 10. Organization.  Every meeting of the Board of Directors shall be
presided  over  by the  Chairman  of the  Board,  or in his  absence  the  Chief
Executive Officer and/or President. In the absence of the Chairman and the Chief
Executive Officer and/or  President,  a presiding officer shall be chosen by the
directors  present.  The Secretary of the corporation  shall act as secretary of
the meeting,  but in his absence the presiding officer may appoint any person to
act as secretary of the meeting.

     Section  11.  Consents.  Whenever  the vote of  directors  is  required  or
permitted  to be taken at a meeting  thereof in  connection  with any  corporate
action,  the meeting and the vote of directors may be dispensed  with if all the
directors shall consent in writing to such corporate actions being taken.

     Section 12. Action  Without  Meeting.  Unless  otherwise  restricted by the
articles of incorporation  or these bylaws,  any action required or permitted to
be taken at any meeting of the Board of  Directors or of any  committee  thereof
may be taken without a meeting if all members of the Board or committee,  as the
case may be,  consent  thereto in writing and the writing or writings  are filed
with the minutes of proceedings of the Board or committee.

     Section 13. Compensation. The directors may be paid their expenses, if any,
of attendance at each meeting of the Board of Directors, and may be paid a fixed
sum for  attendance at each meeting of the Board of Directors or a stated salary
as director.  No such  payment  shall  preclude  any  director  from serving the
corporation in any other capacity and receiving compensation  therefor.  Members
of special or standing committees may be allowed like compensation for attending
such meetings.  The amount or rate of such  compensation of members of the Board
of Directors or of committees shall be established by the Board of Directors and
shall be set forth in the minutes of the Board.

     Section 14.  Distributions From Capital Surplus.  The Board of Directors of
the  corporation  may, from time to time,  distribute on a pro rata basis to its
stockholders  out of the  capital  surplus of the  corporation  a portion of its
assets, in cash or property.

     Section 15. Repurchase of Shares. The Board of Directors of the corporation
may from time to time cause the  corporation  to purchase  its own shares to the
extent of the  unreserved  and  unrestricted  earned and capital  surplus of the
corporation.

     Section 16.  Chairman of the Board.  If the Board of  Directors  appoints a
Chairman of the Board,  he shall,  notwithstanding  any other provision in these
bylaws to the contrary, preside at all meetings of stockholders and the Board of
Directors.  He shall have such  powers and perform  such other  duties as may be
prescribed by the Board of Directors.


                                   ARTICLE III
                                    Officers

     Section 1. Number. The officers of the corporation shall be Chief Executive
Officer and/or President, one or more Vice Presidents, a Secretary, a Treasurer,
and such other  officers as may be  appointed  from time to time by the Board of
Directors. One person may hold more than one office in the corporation.

     Section 2. Election,  Qualification and Term of Office. The officers of the
corporation  shall be chosen  annually at the first meeting of the newly elected
Board  of  Directors   held   immediately   following  the  annual   meeting  of
stockholders.

     Section 3. Other  Officers and Agents.  The Board of Directors  may appoint
from time to time such other officers or agents as it shall deem necessary, each
of whom  shall  hold  office  during  the  pleasure  of the  Board and have such
authority  and perform  such duties as the Board of  Directors  may from time to
time determine.

     Section 4. Removal and Resignation.  Any officer,  agent or employee of the
corporation  may be removed,  with or without cause,  by the Board of Directors,
and may resign by giving  written notice to the Chief  Executive  Officer and/or
President  or  Secretary,  which  resignation  shall  be  effective  on the date
specified in the notice, or, if no date is specified, upon its acceptance by the
Board of Directors.

     Section 5. Chief Executive Officer and/or President: Powers and Duties. The
Chief Executive  Officer and/or President  shall,  subject to the control of the
Board of Directors,  have general charge of the business of the corporation.  He
shall keep the Board of Directors fully informed, shall freely consult with them
concerning the business of the corporation,  and shall perform such other duties
as may be assigned to him by the Board of Directors.  They may sign, in the name
of the corporation,  all authorized contracts,  documents, checks, and bonds, or
other obligations.

     Section 6. Vice President:  Powers and Duties.  In the absence of the Chief
Executive  Officer  and/or  President,  the Vice President (and if there be more
than one, then the First Vice President, and in his absence then the Second Vice
President,  and so on) shall  assume  and  exercise  all the powers of the Chief
Executive Officer and/or President.  The Vice President or Vice Presidents shall
perform  such other  duties and have such other powers as the Board of Directors
may prescribe.

     Section 7.  Secretary:  Powers and  Duties.  The  Secretary  shall keep the
minutes of all meetings in the books proper for that purpose. He shall attend to
the  giving and  serving of all  notices  of the  corporation.  He may sign,  if
authorized  by the  Board  of  Directors,  in the  name of the  corporation  all
authorized contracts,  documents,  checks,  bonds, or other obligations,  and he
shall  affix the seal of the  corporation  thereto.  He shall have charge of the
certificate  books, stock books, and such other books and papers as the Board of
Directors may direct.  He shall make all such  corporate  records  available for
inspection as required by law.

     Section 8. Assistant  Secretary.  The Board of Directors may appoint one or
more Assistant Secretaries who shall have such powers and perform such duties as
may be prescribed by the Board of Directors.

     Section 9.  Treasurer:  Powers and  Duties.  The  Treasurer  shall have the
custody of all of the funds and securities of the corporation.  He shall endorse
on  behalf  of  the  corporation,  for  collection,  checks,  notes,  and  other
obligations, and shall deposit the same to the credit of the corporation in such
bank or banks  as the  Board  of  Directors  may  designate.  He shall  sign all
receipts and vouchers for payments made to the  corporation.  He may sign in the
name of the corporation, if authorized by the Board of Directors, all authorized
contract,  documents,  checks, bonds, and other obligations. He shall keep books
of account of the financial  business and affairs of the corporation,  and shall
render a statement  of his  accounts and records to the Board of Directors or to
the stockholders at a meeting thereof whenever so required. He shall exhibit all
accounts and records to any director upon reasonable  request. He shall make all
such records available for inspection as required by law.

     Section 10. Assistant Treasurer.  The Board of Directors may appoint one or
more Assistant  Treasurers who shall have such powers and perform such duties as
may be prescribed by the Board of Directors.


                                   ARTICLE IV
                 Contracts, Checks, Drafts, Bank Accounts, Etc.

     Section 1. Contracts. Any contract or instrument necessary for the business
of the corporation may be signed by the Chief Executive Officer and/or President
or by any other officers thereunto authorized by the Board of Directors,  or any
of the Board Members,  and attested by the Secretary,  who may affix thereto the
seal of the corporation.

     Section 2. Bank Accounts.  All funds of the corporation  shall be deposited
from  time  to time to the  credit  of the  corporation  in  such  banks,  trust
companies, or other depositories as the Board of Directors may select, or as may
be selected by any officer or officers,  agent or agents,  of the corporation to
whom such power may from time to time be delegated by the Board of Directors.

     Section 3.  Checks,  Drafts,  Etc.  All checks,  drafts,  or orders for the
payment of money,  and all notes and other evidences of  indebtedness  issued in
the name of the  corporation,  shall be signed by such officer or  officers,  or
person  or  persons,  as  shall  from  time to time  be  authorized  so to do by
resolution of the Board of Directors.


                                    ARTICLE V
                      Shares and Their Transfer: Dividends

     Section  1.  Certificates  of  Stock.  Certificates  for the  shares of the
respective  classes of capital stock of the corporation shall be numbered in the
order of their issue, and shall be signed by the Chief Executive  Officer and/or
President or the Vice President and by the Secretary or Treasurer,  and the seal
of the corporation shall be thereunto affixed.

     Section 2. Transfer of Stock.  Transfers of the shares of the capital stock
of the  corporation  shall be made on the books of the  corporation  only by the
holder  thereof or by his attorney  thereunto  authorized by a power of attorney
duly  executed  by  the   stockholder  and  filed  with  the  Secretary  of  the
corporation,  and on  surrender  of the  certificate  or  certificates  for such
shares.  Every  certificate  surrendered  to the  corporation  shall  be  marked
"Cancelled",  and no new certificate  shall be issued in exchange therefor until
the old certificate has been  surrendered and cancelled.  A person in whose name
shares of stock stand on the books of the  corporation  shall be deemed the sole
owner  thereof  as regards  the  corporation.  The Board of  Directors  may,  by
resolution,  close the share transfer books of the  corporation for a period not
exceeding  ten (10) days before the holding of any annual or special  meeting of
the  shareholders.  The Board of Directors  may, by  resolution,  also close the
transfer  books of the  corporation  for a period  not  exceeding  ten (10) days
before  payment of any  dividends  which may be declared  upon the shares of the
corporation.

     Section 3. Lost,  Destroyed and Mutilated  Certificates.  The holder of any
stock of the corporation shall  immediately  notify the corporation of any loss,
destruction or mutilation of the certificate thereof, and the Board of Directors
may in its discretion  cause a new  certificate or  certificates to be issued to
him upon the  surrender  of the  mutilated  certificates  or, in case of loss or
destruction  of the  certificate,  upon  satisfactory  proof  of  such  loss  or
destruction,  and,  if the Board  shall so  require,  upon the  delivery  to the
corporation  of a bond in such form and amount and with such  surety or sureties
as the Board may require.

     Section  4.  Dividends.  The  Board of  Directors  shall  have the power to
authorize  dividends  to the maximum and fullest  extent  permitted by Title 10,
Chapter 6, Article 4, Section 10-640, et seq. of the Arizona Revised Statues

                                   ARTICLE VI
                                 Indemnification

     Subject to the further  provisions  hereof, the corporation shall indemnify
any and all of its  existing  and former  directors,  officers,  employees,  and
agents to the  fullest  extent  permissible  pursuant  to Title 10,  Chapter  8,
Article 5, Section 10-850, et seq.

                                   ARTICLE VII
                                      Seal

     The corporate  seal of the  corporation  shall be circular in form with the
name of the  corporation  and the  state  and  year of  incorporation  appearing
therein.

                                  ARTICLE VIII
                                   Amendments

     The  stockholders  or the Board of Directors may amend or change the bylaws
of the corporation at any annual,  regular or special meeting when the notice or
waiver of notice of the meeting contains the amendments or changes proposed.



                                   ARTICLE IX
                                   Committees

     Section  1.  Committees  of  Directors.  The  Board of  Directors  may,  by
resolution  adopted  by a  majority  of  the  authorized  number  of  directors,
designate  an executive  committee  and one (1) or more other  committees,  each
consisting of one or more directors,  to serve at the pleasure of the board. The
board may  designate  one (1) or more  directors  as  alternate  members  of any
committee,  who may replace any absent  member at any meeting of the  committee.
The appointment of members or alternate members of a committee requires the vote
of a majority of the authorized number of directors. A committee,  to the extent
provided in the  resolution  of the board,  shall have all the  authority of the
board, except with respect to:

     (a) authorize distributions;

     (b)  approve  or  submit to  shareholders  any  action  that  requires  the
          shareholders' approval under this chapter;

     (c)  fill vacancies on the board of directors or on any of its committees;

     (d)  amend articles of incorporation pursuant to section 10-002;

     (e)  adopt, amend or repeal bylaws;

     (f)  approval a plan of merger not requiring shareholder approval;

     (g)  authorize or approve  reacquisition  of shares,  except according to a
          formula or method prescribed by the board of directors;

     (h)  authorize or approve the issuance, sale or contract for sale of shares
          or determine the  designation  and relative  rights,  preferences  and
          limitations  of a class or series of shares,  except that the board of
          directors  may  authorize a committee or an  executive  officer of the
          corporation  to do so within  limits  specifically  prescribed  by the
          board of directors;

     (i)  fix the  compensation  of  directors  for  serving on the board or any
          committee of the board of directors.

     The Board of  Directors,  with or  without  cause,  may  dissolve  any such
committee or remove any member thereof at any time. The  designation of any such
committee and the delegation  thereto of authority  shall not operate to relieve
the Board of Directors,  or any member thereof, of any responsibility imposed by
laws.  Section 2.  Meetings  and Action of  Committees.  Meetings and actions of
committees  shall be governed  by, and held and taken in  accordance  with,  the
provisions of Article II of these bylaws, Section 4 (place of meetings), Section
6 (regular  meetings  and  notice),  Section 7 (special  meetings  and  notice),
Section 8 (waiver of notice of  meeting),  Section 9  (quorum),  and  Section 12
(action without a meeting),  with such changes in the context of those bylaws as
are  necessary  to  substitute  the  committee  and its members for the Board of
Directors and its members; provided,  however, that the time of regular meetings
of committees  may be determined  either by resolution of the Board of Directors
or by resolution of the committee,  that special meetings of committees may also
be called by resolution  of the Board of  Directors,  and that notice of special
meetings of committees shall also be given to all alternate  members,  who shall
have the right to attend all meetings of the  committee.  The Board of Directors
may adopt rules for the  government of any committee not  inconsistent  with the
provisions of these bylaws.


                                    ARTICLE X
                                  Miscellaneous

     Section 1.

     (a)  As used in this Article:

          (i)  "acted properly" as to any employee shall mean that such person

               (A)  acted in good faith;

               (B)  acted in a manner which he or she reasonably  believed to be
                    in or not opposed to the best interests of the  corporation;
                    and

               (C)  with respect to any criminal  action or  proceeding,  had no
                    reasonable  cause to  believe  that his or her  conduct  was
                    unlawful.

     The  termination  of  any  proceeding  by  judgment,   order,   settlement,
conviction,  or upon a plea of nolo  contendere  or its  equivalent,  shall not,
itself, create a presumption that the person did not act properly.

          (ii) "covered  person" shall mean an Indemnitee  (as defined below) or
               an Employee Indemnitee (as defined below).

          (iii)"Employee  Indemnitee" shall mean any non-officer employee of the
               corporation (but not subsidiaries of the corporation).

          (iv) "expenses"  shall  include  attorneys'  fees and expenses and any
               attorneys'   fees  and  expenses  of   establishing  a  right  to
               indemnification under this Section.

          (v)  "Indemnitee" shall mean any person who is or was:

               (A)  a  director  or  officer  of  the  Corporation   and/or  any
                    subsidiary;

               (B)  a trustee or a fiduciary under any employee pension,  profit
                    sharing, welfare or similar plan or trust of the Corporation
                    and/or any subsidiary; or

               (C)  serving at the request of the  Corporation  as a director or
                    officer of or in a similar capacity in another  corporation,
                    partnership,  joint  venture,  trust  or  other  enterprise,
                    (which  shall,  for the purpose of this Section be deemed to
                    include  not-for-profit or for-profit entities of any type),
                    whether  acting in such  capacity  or in any other  capacity
                    including,  without  limitation,  as a trustee or  fiduciary
                    under any  employee  pension,  profit  sharing,  welfare  or
                    similar plan of trust.

          (vi) "proceeding"  shall mean any  threatened,  pending  or  completed
               action or  proceeding,  whether  civil or  criminal,  and whether
               judicial,   legislative  or  administrative   and  shall  include
               investigative action by any person or body.

          (vii)"subsidiary" shall mean a corporation,  50% or more of the shares
               of which at the time  outstanding  having  voting  power  for the
               election of directors  are owned  directly or  indirectly  by the
               Company or by one or more  subsidiaries or by the Company and one
               or more subsidiaries.

               (b)  The  Corporation  shall  indemnify  any  Indemnitee  to  the
                    fullest  extent  permitted  under  law (as the  same  now or
                    thereafter  exists),  who was or is a party or is threatened
                    to be made a party to any  proceeding  by reason of the fact
                    that   such   person  is  or  was  an   Indemnitee   against
                    liabilities,  expenses, judgments, fines and amounts paid in
                    settlement actually and reasonably incurred by him or her.

               (c)  The Corporation shall indemnify any Employee  Indemnitee who
                    was or is a party or is threatened to be made a party to any
                    proceeding  (other  than an action by or in the right of the
                    corporation)  by reason  of the fact that such  person is or
                    was an employee against  liabilities,  expenses,  judgments,
                    fines and amounts paid in settlement actually and reasonably
                    incurred by him or her in connection with such proceeding if
                    such person acted properly.

               (d)  The Company shall indemnify any Employee  Indemnitee who was
                    or is a party  or is  threatened  to be made a party  to any
                    proceeding  by or in the right of the  Company  to procure a
                    judgment in its favor by reason of the fact that such person
                    is or was an employee against amounts paid in settlement and
                    against expenses actually and reasonably  incurred by him or
                    her in  connection  with the defense or  settlement  of such
                    proceeding  if he or she  acted  properly,  except  that  no
                    indemnification shall be made in respect of any claim, issue
                    or matter as to which such person  shall have been  adjudged
                    to be liable for negligence or misconduct in the performance
                    of his or her duty to the Corporation unless and only to the
                    extent  that  the  court in which  such  action  or suit was
                    brought shall determine upon application  that,  despite the
                    adjudication   or   liability   but  in   view  of  all  the
                    circumstances  of  the  case,  such  person  is  fairly  and
                    reasonably  entitled to indemnify  for such  expenses  which
                    such court shall deem proper.

               (e)  Expense  incurred in defending a proceeding shall be paid by
                    the  Corporation  to or on  behalf  of a  covered  person in
                    advance of the final  disposition of such  proceeding if the
                    Corporation  shall have  received  an  undertaking  by or on
                    behalf of such person to repay such amounts  unless it shall
                    ultimately  be  determined  that he or she is entitled to be
                    indemnified  by  the   Corporation  as  authorized  in  this
                    Section.

               (f)  Any  indemnification  or advance under this Section  (unless
                    ordered  by a court)  shall be made by the  Company  only as
                    authorized in the specific  proceeding  upon a determination
                    that  indemnification  or advancement to a covered person is
                    proper in the  circumstances.  Such  determination  shall be
                    made:

                    (i)  by the  Board of  Directors,  by a  majority  vote of a
                         quorum  consisting  of  directors  who  were  not  made
                         parties to such proceedings, or

                    (ii) if  such  a  quorum  is not  obtainable,  or,  even  if
                         obtainable and a quorum of  disinterested  directors so
                         directs,  by  independent  legal  counsel  in a written
                         opinion, or

                    (iii)in the  absence  of a  determination  made under (i) or
                         (ii), by the stockholders.

               (g)  The  Corporation  shall  indemnify  or advance  funds to any
                    Indemnitee  described in Section (a)(v)(C),  only after such
                    person shall have sought  indemnification or an advance from
                    the corporation,  partnership, joint venture, trust or other
                    enterprise  in which he or she was serving at the  Company's
                    request,  shall have failed to receive such  indemnification
                    or  advance  and  shall  have  assigned  irrevocably  to the
                    Corporation any right to receive indemnification which he or
                    she  might  be  entitled  to  assert   against   such  other
                    corporation,  partnership,  joint  venture,  trust  or other
                    enterprise.

               (h)  The  indemnification  provided  to a covered  person by this
                    Section:

                    (i)  shall not be deemed  exclusive  of any other  rights to
                         which such  person may be  entitled by law or under any
                         articles of  incorporation,  bylaw  agreement,  vote of
                         shareholders or disinterested directors or otherwise;

                    (ii) shall inure to the benefit of the legal representatives
                         of  such  person  or his or her  estate,  whether  such
                         representatives   are  court   appointed  or  otherwise
                         designated,  and to the  benefit  of the  heirs of such
                         person; and

                    (iii)shall be contract  right  between the  Corporation  and
                         each such person who serves in any such capacity at any
                         time while this  Section 1 of Article VII is in effect,
                         and any repeal or  modification  of this Section  shall
                         not affect any rights or obligations then existing with
                         respect to any state of facts or any  proceedings  then
                         existing.

               (i)  The  indemnifications  and  advances  provided  to a covered
                    person by this Section  shall  extend to and include  claims
                    for such payments arising out of any proceeding commenced or
                    based on actions of such person taken prior to the effective
                    date of this  Section;  provided that payment of such claims
                    had not been agreed to or denied by the  Corporation  at the
                    effective date.

               (j)  The  Corporation  shall have power to purchase  and maintain
                    insurance  on  behalf  of any  covered  person  against  any
                    liability asserted against him or her and incurred by him or
                    her as a covered  person or arising out of his or her status
                    of such, whether or not the Corporation would have the power
                    to  indemnify  him or her against such  liability  under the
                    provisions of this Section.  The Corporation shall also have
                    power to purchase  and maintain  insurance to indemnify  the
                    Corporation  for any  obligation  which  it may  incur  as a
                    result of the  indemnification  of covered persons under the
                    provisions of this Section.


               (k)  The invalidity or  unenforceability of any provision in this
                    Section shall not affect the validity or  enforceability  of
                    the remaining provisions of this Section.

     Section 2. The Fiscal year of the  Corporation  shall begin in each year on
the  first  day of  January,  and end on the  thirty-first  day of the  December
following.

     Section 3. The common seal of the Corporation shall be circular in form and
shall  contain  the name of the  Company  and the  words:  "CORPORATE  SEAL" and
"ARIZONA".

     Section  4.  These  Bylaws  may be  amended  or  repealed  by the vote of a
majority of the Directors present at any meeting at which a quorum is present.



                                            


<PAGE>


                             CERTIFICATION OF BYLAWS

     I, Michael J. Velotta,  the duly elected and acting  Secretary of Glenbrook
Life and Annuity Company,  an Arizona  corporation,  hereby certify that annexed
hereto are true, correct, complete and current copies of the duly adopted Bylaws
of the Corporation.

     IN WITNESS  WHEREOF,  I have executed this  Certification  this ____ day of
January, 1999.


                                     ---------------------------------
                                      Michael J. Velotta, Secretary