AMENDED AND RESTATED ARTICLES OF INCORPORATION

                         AND ARTICLES OF REDOMESTICATION

                                       OF

                  GLENBROOK LIFE AND ANNUITY INSURANCE COMPANY


     We,  the  undersigned,   acting  as   incorporators   for  the  purpose  of
redomesticating  Glenbrook Life and Annuity  Company,  an Illinois  corporation,
which intends to continue its existence, without interruption,  as a corporation
organized  under the laws of the State of Arizona  pursuant  to Arizona  Revised
Statutes  ss.  20-231.A,  do hereby  adopt the  following  Amended and  Restated
Articles of Incorporation and Articles of Redomestication for said corporation.

                                    ARTICLE I

     The name of the corporation shall be Glenbrook Life and Annuity Company

                                   ARTICLE II

     The  corporation  was  incorporated  in the State of  Indiana on August 25,
1965, and  subsequently  reorganized  under the laws of the State of Illinois on
April 17, 1992.


                                   ARTICLE III

     The existence of the corporation shall be perpetual.

                                   ARTICLE IV

     Upon the approval of these Amended and Restated  Articles of  Incorporation
and  Articles  of  Redomestication  by  the  necessary  regulatory  authorities,
Glenbrook Life and Annuity  Company shall be and continue to be possessed of all
privileges,  franchises  and  powers  to  the  same  extent  as if it  had  been
originally  incorporated  under  the  laws  of the  State  of  Arizona;  and all
privileges,  franchises  and  powers  belonging  to  said  corporation,  and all
property,  real, personal and mixed, and all debts due on whatever account,  all
Certificates of Authority, agent appointments,  and all chooses in action, shall
be and the  same  are  hereby  ratified,  approved,  confirmed  and  assured  to
Glenbrook  Life and  Annuity  Company  with like  effect and to all  intents and
purposes as if it had been originally  incorporated  under the laws of the State
of  Arizona.   Said  corporation  shall  be  given  recognition  as  a  domestic
corporation  of the State of Arizona from and after  August 25,  1965,  and as a
domestic  insurer of the State of Arizona from and after  August 25,  1965,  the
dates of its initial  incorporation  and  authorization  to  transact  insurance
business  under the laws of the State of Indiana,  effective  the date of filing
with the Arizona Corporation Commission.

                                    ARTICLE V

     The nature of the  business to be  transacted  and the objects and purposes
for which this  corporation is organized  include the transaction of any and all
lawful business for which insurance  corporations may be incorporated  under the
laws of the State of Arizona without limitation, and as said laws may be amended
from time to time,  and  specifically  said  corporation  shall be authorized to
transact  disability  insurance,  life  insurance,   annuities,   variable  life
insurance and variable  annuities as defined pursuant to A.R.S.  ss.ss.  20-253,
20-254,  20-254.01,  20-2601 and 20-2632 respectively,  together with such other
kinds of insurance as the  corporation  may from time to time be  authorized  to
transact,  and to act as a reinsurer of business for which it is duly authorized
consistent with the applicable federal and state requirements.

                                   ARTICLE VI

     The authorized  capital of the corporation  shall be $2,100,000,  and shall
consist of 4,200  shares of voting  common stock with a par value of $500.00 per
share. No holders of stock of the corporation shall have any preferential  right
to subscription to any shares securities convertible into shares of stock of the
corporation,  nor any right of  subscription  to any thereof other than such, if
any, as the Board of  Directors in its  discretion  may  determine,  and at such
price as the Board of  Directors  in its  discretion  may fix; and any shares or
convertible  securities  which the Board of Directors may determine to offer for
subscription to the holders of stock at the time existing.

     Nothing herein  contained shall be construed as prohibiting the corporation
from  issuing  any  shares of  authorized  but  unissued  common  stock for such
consideration as the Board of Directors may determine, provided such issuance is
approved  by the  shareholders  of the  corporation  by a majority  of the votes
entitled to be cast at any annual or special meeting of shareholders  called for
that purpose.  No such authorized but unissued stock may, however,  be issued to
the  shareholders of the corporation by way of a stock dividend,  split-up or in
any other manner of distribution  unless the same ratable stock dividend,  stock
split-up or other distribution be declared or made in voting common stock to the
holder of such  voting  common  stock at the time  outstanding.  Each  holder of
common  stock  shall be  entitled  to  participate  share  for share in any cash
dividends  which may be  declared  from time to time on the common  stock of the
corporation  by the Board of Directors and to receive pro rata the net assets of
the corporation on liquidation.

                                   ARTICLE VII

     The affairs of the  corporation  shall be conducted by a Board of Directors
consisting  of not less than five (5) nor more than  fifteen  (15)  directors as
fixed by the bylaws,  and such officers as said  directors may at any time elect
or appoint.  No officer or director need be a shareholder  of this  corporation.
Ten (10) directors  shall  constitute the initial Board of Directors.  The names
and addresses of the persons who are to serve as directors until the next annual
meeting of shareholders or until their successors are elected and qualified, and
of the persons who are to serve as officers until the next annual meeting of the
directors or until their successors are elected and qualify, are:

         Board of Directors

         Louis Gordon Lower, II., Chairman
         Allstate Plaza West
         3100 Sanders Road
         Northbrook, Illinois  60062-7154

         Peter Hall Heckman
         Allstate Plaza West
         3100 Sanders Road
         Northbrook, Illinois  60062-7154

         Michael Joseph Velotta
         Allstate Plaza West
         3100 Sanders Road
         Northbrook, Illinois  60062-7154

         George Craig Whitehead
         Allstate Plaza West
         3100 Sanders Road
         Northbrook, Illinois  60062-7154

         John Roger Hunter
         Allstate Plaza West
         3100 Sanders Road
         Northbrook, Illinois  60062-7154

         Brent Herman Hamann
         Allstate Plaza West
         3100 Sanders Road
         Northbrook, Illinois  60062-7154

         Sarah Romans Donahue
         Allstate Plaza West
         3100 Sanders Road
         Northbrook, Illinois  60062-7154

         Kevin Rourke Slawin
         Allstate Plaza West
         3100 Sanders Road
         Northbrook, Illinois  60062-7154

         Timothy Nicholas Vander Pas
         Allstate Plaza West
         3100 Sanders Road
         Northbrook, Illinois  60062-7154

         Thomas Joseph Wilson, II.
         Allstate Plaza North
         2775 Sanders Road
         Northbrook, Illinois  60062-7154

         Officers

         Louis Gordon Lower, II, Chief Executive Officer
         Allstate Plaza West
         3100 Sanders Road
         Northbrook, Illinois  60062-7154

         Pete Hall Heckman - President and Chief Operating Officer
         Allstate Plaza West
         3100 Sanders Road
         Northbrook, Illinois  60062-7154

         Michael Joseph Velotta - Vice President, Secretary and General Counsel
         Allstate Plaza West
         3100 Sanders Road
         Northbrook, Illinois  60062-7154

         James Philip Zils - Treasurer
         Allstate Plaza West
         3100 Sanders Road
         Northbrook, Illinois  60062-7154

         Marla Gay Friedman - Vice President
         Allstate Plaza West
         3100 Sanders Road
         Northbrook, Illinois  60062-7154

         Kevin Rourke Slawin - Vice President
         Allstate Plaza West
         3100 Sanders Road
         Northbrook, Illinois  60062-7154

         Casey Joseph Sylla - Chief Investment Officer
         Allstate Plaza North
         2775 Sanders Road
         Northbrook, Illinois  60062-7154

     The directors  shall have the power to adopt,  amend,  alter and repeal the
Bylaws,  to manage  the  corporate  affairs  and make all rules and  regulations
expedient for the  management of the affairs of the  corporation,  to remove any
officer  and to fill all  vacancies  occurring  in the  Board of  Directors  and
offices  for any  cause,  and to  appoint  from  their own  number an  executive
committee  and other  committees  and vest said  committees  with all the powers
permitted by the Bylaws.


                                  ARTICLE VIII

     The  Corporation  may  indemnify any person as permitted by the laws of the
State of Arizona, and as further specified in its Bylaws, including the power to
purchase and maintain  insurance to indemnify the corporation for any obligation
which it may incur as a result of such indemnification.


                                   ARTICLE IX

     All directors of the corporation  shall be elected at the annual meeting of
the  shareholders,  which shall be held on the third Tuesday of February of each
year or such other date and time as may be determined by the Board of Directors,
unless such day falls on a holiday,  in which event the regular  annual  meeting
shall be held on the next succeeding business day.

                                    ARTICLE X

     The registered  office of business of the  corporation  shall be located in
the City of Phoenix,  Maricopa County,  Arizona, but it may have other places of
business and transact  business,  and its Board of Directors or shareholders may
meet for the  transaction  of business,  at such other place or places within or
without the State of Arizona which its Board of Directors may designate.

                                   ARTICLE XI

     The fiscal year of the corporation shall be the calendar year.



                                   ARTICLE XII

     In no event  shall  the  corporation  incur  indebtedness  in excess of the
amount authorized by law.

                                  ARTICLE XIII

     The shares of the corporation, when issued, shall be non-assessable, except
to the extent required by the Constitution,  specifically, but not in limitation
thereof, as provided by Article XIV, Section 11 of the Constitution of the State
of Arizona and the laws of the State of Arizona.

                                   ARTICLE XIV

     The private  property of the  shareholders,  directors  and officers of the
corporation   shall  be  forever  exempt  from  debts  and  obligations  of  the
corporation.

                                   ARTICLE XV

     The  Bylaws  of  the  corporation  may be  repealed,  altered  amended,  or
substitute  Bylaws may be adopted,  by the  directors  or the  shareholders,  in
accordance with the provisions contained in said Bylaws.

                                   ARTICLE XVI

     J.  Michael Low of 2999 North 44th  Street,  Suite 250,  Phoenix,  Arizona,
85018, having been a bona fide resident of Arizona for at least three (3) years,
is hereby  appointed the  statutory  agent of this  corporation  in the State of
Arizona,  upon whom notices and processes,  including service of summons, may be
served,  and which,  when so served  shall have lawful  personal  service on the
corporation. The Board of Directors may revoke this appointment at any time, and
shall fill the vacancy in such position whenever one exists.


                                  ARTICLE XVII

     The names and addresses of the incorporators of the corporation are:

         J. Michael Low
         Low & Childers, P.C.
         2999 North 44th Street, Suite 250
         Phoenix, Arizona  85018

         S. David Childers
         Low & Childers, P.C.
         2999 North 44th Street, Suite 250
         Phoenix, Arizona  85018

         Steven R. Henry
         Low & Childers, P.C.
         2999 North 44th Street, Suite 250
         Phoenix, Arizona  85018

         Kathleen T. Newcomb
         Low & Childers, P.C.
         2999 North 44th Street, Suite 250
         Phoenix, Arizona  85018

         Charles R.  Bassett
         Low & Childers, P.C.
         2999 North 44th Street, Suite 250
         Phoenix, Arizona 85018


All individual incorporators are eighteen (18) years of age or older.

     All powers, duties and responsibilities of the incorporators shall cease at
the time of delivery of these Amended and Restated Articles of Incorporation and
Articles of Redomestication to the Arizona Corporation Commission for filing.

     IN WITNESS WHEREOF,  we hereunto affix our signatures as of the ____ day of
, --------------------------- 199 . ----


----------------------------        -----------------------------
      J. Michael Low                     S. David Childers



----------------------------        -----------------------------
      Steven R. Henry                    Kathleen T. Newcomb


----------------------------
      Charles R.  Bassett

     Subscribed, sworn to and acknowledged before me this _______ day of , 199 .

                                              -------------------------
                  Notary Public
My Commission Expires:
-------------------------


<PAGE>


                         APPOINTMENT OF STATUTORY AGENT


     I, J.  Michael  Low,  being a resident of the State of Arizona for at least
three (3) years  preceding  this  appointment,  do hereby accept  appointment as
Statutory  Agent for Glenbrook Life and Annuity  Company in accordance  with the
Arizona Revised  Statutes until  appointment of a successor  Statutory Agent and
removal.

         DATED, this ____ day of                       , 199       .
                                 ----------------------     -------




                                    ------------------------------
                                          J. Michael Low, Esq.
                                          Low & Childers, P.C.





<PAGE>


                         APPOINTMENT OF STATUTORY AGENT


     I, J.  Michael  Low,  being a resident of the State of Arizona for at least
three (3) years  preceding  this  appointment,  do hereby accept  appointment as
Statutory  Agent for Glenbrook Life and Annuity  Company in accordance  with the
Arizona Revised  Statutes until  appointment of a successor  Statutory Agent and
removal.

         DATED, this ____ day of                           , 199       .
                                ---------------------------     -------

                                  ------------------------------
                                       J. Michael Low, Esq.
                                       Low & Childers, P.C.