|AMENDED AND RESTATED
      BYLAWS
      of
      ANCHOR NATIONAL LIFE INSURANCE
      COMPANY
      ARTICLE I.
      Shareholders.
      
      Section 1.       Annual
      Meetings. The annual meeting of the shareholders of the Corporation
      shall be held on the fourth Thursday in April of each year or such other
      dates and times as may be determined. Not less than ten (10) nor more than
      fifty (50) days' written or printed notice stating the place, day and hour
      of each annual meeting shall be given in the manner provided in Section 1
      of Article IX hereof. The business to be transacted at the annual meeting
      shall include the election of directors, consideration and action upon the
      reports of officers and directors and any other business within the power
      of the Corporation. All annual meetings shall be general
      meetings.
      Section 2.        
      Special Meetings Called by President or Board of Directors. At any
      time in the interval between annual meetings, special meetings of
      shareholders may be called by the President, the Secretary or by two (2)
      or more directors, upon ten (10) days' written or printed notice, stating
      the place, day and hour of such meeting and the business proposed to be
      transacted thereat. Such notice shall be given in the manner provided in
      Section 1 of Article IX. No business shall be transacted at any special
      meeting except that named in the notice.
      Section 3.         Special
      Meeting Called by Shareholders.  Upon the request in writing
      delivered to the President or Secretary of the Corporation by the holders
      of ten percent (10%) or more of all shares outstanding and entitled to
      vote, it shall be the duty of the President or Secretary of the
      Corporation to call forthwith a special meeting of the shareholders. Such
      request shall state the purpose or purposes of such meeting and the
      matters proposed to be acted on thereat. The Secretary of the Corporation
      shall inform such shareholders of the reasonably estimated cost of
      preparing and mailing the notice of the meeting. If upon payment of such
      costs to the corporation, the person to whom such request in writing shall
      have been delivered shall fail to issue a call for such meeting within ten
      (10) days after the receipt of such request and payment of costs, then the
      shareholders owning ten percent (10%) or more of the voting shares may do
      so upon giving fifteen (15) days' notice of the time, place and object of
      the meeting in the manner provided in Section 1 of Article
    IX.
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|Section 4.       Removal of
      Directors.  At any special meeting of the shareholders called in
      the manner provided for by this Article, the shareholders, by a vote of a
      majority of all shares of stock outstanding and entitled to vote, may
      remove any director or the entire Board of Directors from office and may
      elect a successor or successors to fill any resulting vacancies for the
      remainder of his or their terms.
      Section 5.       Voting; Proxies;
      Record Date. At all meetings of shareholders any shareholder entitled
      to vote may vote by proxy. Such proxy shall be in writing and signed by
      the shareholder or by his duly authorized attorney in fact. It shall be
      dated, but need not be sealed, witnessed or acknowledged. The Board of
      Directors may fix the record date for the determination of shareholders
      entitled to vote in the manner provided in Section 4 of Article IX
      hereof.
      Section 6.       
      Quorum.  The presence in person or by proxy of the persons
      entitled to vote a majority of the voting shares of any meeting shall
      constitute a quorum for the transaction of business. If at any annual or
      special meeting of shareholders a quorum shall fail to attend in person or
      by proxy, a majority in interest attending in person or by proxy may
      adjourn the meeting from time to time, not exceeding thirty (30) days in
      all, and thereupon any business may be transacted which might have been
      transacted at the meeting originally called had the same been held at the
      time so called.
      Section 7.        Filing
      Proxies.  At all meetings of shareholders, the proxies shall be
      filed with and be verified by the Secretary of the Corporation or, if the
      meeting shall so decide, by the Secretary of the meeting.
      Section
      8.       Place of Meetings. 
      All meetings of shareholders shall be held at such place, either within or
      without the State of Arizona, on such date and at such time as may be
      determined from time to time by the Board of Directors (or the Chairman in
      the absence of a designation by the Board of Directors).
      Section 9.        Order of
      Business.  The order of business at all meetings of shareholders
      shall be as determined by the Chairman of the meeting.
      Section 10.      Action Without
      Meeting.  Directors may be elected without a shareholders'
      meeting by a consent in writing, setting forth the action so taken, signed
      by all persons entitled to vote for the election of directors; provided,
      however, that the foregoing shall not limit the power of directors to fill
      vacancies in the Board of Directors, and that a director may be elected to
      fill a vacancy not filled by the directors by written consent in the
      manner provided by the General Corporation
  Law.
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2




|Any
      other action, which under any provision of the General Corporation Law,
      may be taken at a meeting of the shareholders, may be taken without a
      meeting, and without notice except as hereinafter set forth, if a consent
      in writing, setting forth the action so taken, is signed by the holders of
      outstanding shares having not less than the minimum number of votes that
      would be necessary to authorize or take such action at a meeting at which
      all shares entitled to vote thereon were present and voted.
      All
      written consents shall be filed with the Secretary of the Corporation. Any
      shareholder giving a written consent, or the shareholder's proxyholders,
      or a transferee of the shares of a personal representative of the
      shareholder or their respective proxyholders, may revoke the consent by a
      writing receiving by the Corporation prior to the time that written
      consents of the number of shares required to authorize the proposed action
      have been filed with the Secretary of the Corporation, but may not do so
      thereafter. Such revocation is effective upon its receipt by the Secretary
      of the Corporation.
      ARTICLE II.
      Directors.
      Section 1.        Powers. The
      Board of Directors shall have the control and management of the affairs,
      business and properties of the Corporation. They shall have and exercise
      in the name of the Corporation and on behalf of the Corporation all the
      rights and privileges legally exercisable by the Corporation, except as
      otherwise provided by law, by the Charter or by these Bylaws. A director
      need not be a shareholder or a resident of Arizona.
      Section 2.       Number; Term of
      Office; Removal.  The number of directors of the Corporation
      shall be not less than five (5) nor more than fifteen (15). The number to
      be elected at each annual meeting shall be fixed by resolution of the
      directors and stated in the notice of the meeting, subject, however, to
      approval by the shareholders voting at the meeting. The directors shall
      hold office for the term of one year, or until their successors are
      elected and qualify. A director may be removed from office as provided in
      Section 4 of Article I hereof.
      Section 3.     
       Vacancies.  If the office of a director becomes vacant,
      or if the number of directors is increased, such vacancy may be filled by
      the Board by a vote of a majority of directors then in office though not
      less than a quorum. The shareholders may, however, at any time during the
      term of such director, elect some other person to fill said vacancy and
      thereupon the election by the Board shall be superseded and such election
      by the shareholders shall be deemed a filling of the vacancy and not a
      removal and may be made at any special meeting called for that
      purpose.
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3






|Section 4.      Organization Meetings;
      Regular Meetings.  The Board of Directors shall meet for the
      election of officers and any other business as soon as practicable after
      the adjournment of the annual meeting of the shareholders. No notice of
      the organization meeting shall be required if it is held at the same place
      and immediately following the annual meeting of the shareholders. Other
      regular meetings of the Board of Directors may be held at such intervals
      as the Board may from time to time prescribe.
      Any
      action required or permitted to be taken at a meeting of the Board of
      Directors or of a committee of the Board may be taken without a meeting,
      if a unanimous written consent which sets forth the action is signed by
      each member of the Board or committee and filed with the minutes of
      proceedings of the Board or committee.
      Unless otherwise restricted by the Articles of Incorporation or these
      Bylaws, members of the Board of Directors, or any committee designated by
      the Board of Directors, may participate in a meeting of the Board of
      Directors, or such committee, as the case may be, by means of telephone
      conference or similar communications equipment by means of which are
      persons participating in the meeting can hear each other, and such
      participation in a meeting shall constitute presence in person at the
      meeting.
      Section 5.        
       Special Meetings.  Special meetings of the Board may be
      called by the President or by a majority of the directors.  At least
      twenty-four (24) hours' notice shall be given of all special meetings;
      with the consent of the majority of the directors, a shorter notice may be
      given.
      Section 6.       
      Quorum.  A majority of the Board of Directors shall constitute
      a quorum for the transaction of business, but such number may be decreased
      and/or increased at any time or from time to time by vote of a majority of
      the entire Board to any number not less than two (2) directors or not less
      than one-third of the directors, whichever is greater.
      Section
      7.            
       Place of Meetings.  The Board of Directors shall hold
      its meetings at such place, either within or without the State of Arizona,
      and at such time as may be determined from time to time by the Board of
      Directors (or the Chairman in the absence of a determination by the Board
      of Directors).
      Section
      8.            
       Rules and Regulations.  The Board of Directors may adopt
      such rules and regulations for the conduct of its meetings and the
      management of the affairs of the Corporation as the Board may deem proper
      and not inconsistent with the laws of the State of Arizona or these Bylaws
      or the Charter.
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4




|Section 9.
                  
      Compensation.  The directors, as such, may receive a stated
      salary for their services and/or a fixed sum and expenses of attendance
      may be allowed for attendance at each regular or special meeting of the
      Board of Directors. Such stated salary and/or attendance fee shall be
      determined by resolution of the Board unless the shareholders have adopted
      a resolution relating thereto, provided that nothing herein contained
      shall be construed to preclude a director from serving in any other
      capacity and receiving compensation therefor.
      Section 10.
                  
      Investment Committee.  There shall be an Investment Committee
      consisting of the President of the Corporation ex officio and such
      members of the Board of Directors and/or officers and employees as the
      Board may by resolution prescribe. No investments or loans (other than
      policy loans or annuity contract loans) shall be made unless the same be
      authorized or approved by the Board of Directors or the Investment
      Committee. The Investment Committee shall maintain minutes of its meetings
      and shall submit regular reports to the Board of Directors.
      Section
      11.            
       Executive Committee. The Board of Directors may appoint from
      among its members an executive Committee composed of three (3) or more
      directors, and may delegate to such Committee, in the interval between the
      meetings of the Board of Directors, any and all of the powers of the Board
      of Directors in the management of the business and affairs of the
      Corporation, except the power to declare dividends, issue stock, select
      directors to fill vacancies in the membership of the Board of Directors or
      any committee of the Board of Directors, amend or repeal the bylaws, or
      adopt new Bylaws, fix the compensation of directors for serving on the
      Board of Directors, or any committee of the board of Directors, or
      recommend to shareholders any action requiring shareholders' approval. The
      members of such Committee shall constitute a quorum for the transaction of
      business at any meeting and the act of a majority of the members present
      at any meeting at which the quorum requirement is satisfied shall be the
      act of the Board of Directors. In the absence of any member of the
      Executive Committee necessary to constitute a quorum, the members thereof
      present at any meeting, whether or not they constitute a quorum, may, with
      telephonic approval of one of the absent members of the Executive
      Committee, appoint a member of the Board of Directors to act in place of
      such absent member.
      Section 12.         
      Other Committees. The Board of Directors may appoint from its own
      members and, where permitted by law, from the Corporation's officers
      and/or employees, such standing, temporary, special or adhoc committee as
      the Boardmay determine, investing such committees
      with such powers, duties and functions as the Board may prescribe. All
      such committees shall include the President, ex
      officio.
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5




Section 13.
                  
      Advisory Board.  The Board of Directors may elect an Advisory
      Board to serve until the next annual meeting of the Board of Directors or
      until their successors are elected and qualified. Such Board shall consist
      of a number as determined from time to time by the Board of Directors, and
      they shall be advised of the meetings of the Board of Directors and
      authorized to attend the meetings and counsel with them, but shall have no
      vote. The Board of Directors (and between meetings of the Board of
      Directors, the Executive Committee) shall have the authority to increase
      or decrease the number of members to the Advisory Board and to elect one
      or more members to the Advisory Board to serve until the next meeting of
      the Board of Directors and until their successors are elected and
      qualified, and may provide for the compensation and other rules and
      regulations with respect to such Board.
      Section 14.
                  
      Procedures; Meetings.  The Committees shall keep minutes of
      their proceedings and shall report the same to the Board of Directors at
      the meeting next succeeding, and any action by the Committees shall be
      subject to revision and alteration by the Board of Directors, provided
      that no rights of third persons shall be affected by any such revision or
      alteration.
      ARTICLE III
      Officers
      Section 1.          In
      General.  The officers of the Corporation shall consist of a
      President, one or more Vice Presidents, a Secretary, a Treasurer, and one
      or more Assistant Secretaries and as may be fixed pursuant to these
      Bylaws. The President, Vice Presidents, Secretary, and Treasurer shall be
      chosen by the Board of Directors and, except those persons holding
      contracts for fixed terms, shall hold office only at the pleasure of the
      Board or until their successors are chosen and qualified. The President
      may from time to time appoint Assistant Vice Presidents, Assistant
      Secretaries, Assistant Treasurers, and other officers bearing such titles
      and exercising such authority as he may from time to time deem
      appropriate, and except those persons holdings contracts for fixed terms,
      those officers appointed by the President shall hold office only at his
      pleasure or until their successors are appointed and qualify. Any two (2)
      officers, except those of President, Executive Vice President and
      Secretary, may be held by the same persons, but no officer shall execute,
      acknowledge or verify any instrument in more than one capacity when such
      instrument is required to be executed, acknowledged, or verified by any
      two (2) or more officers. The Board of Directors or the President may from
      time to time appoint other agents and employees, with such powers and
      duties as they may deem
proper.



6




Section
      2.           
      President.  The President shall be Chief Executive Officer of
      the Corporation and shall have the general management of the Corporation's
      business in all departments. In the absence of the Chairman of the Board,
      the President shall preside at all meetings of the Board of Directors and
      shall call to order all meetings of shareholders. The President shall
      perform such other duties as the Board of Directors may direct.
      Section
      3.             Vice
      Presidents.  In the absence or disability of the President, the
      Vice Presidents, if any, in order of their rank as designated by the Board
      of Directors or, if not ranked, the Vice President designated by the Board
      of Directors, shall perform all the duties of the President, and when so
      acting shall have all the powers of, and be subject to all the
      restrictions upon, the President. The Vice Presidents shall have such
      other powers and perform such other duties as from time to time may be
      prescribed for them respectively by the Board of Directors or the
      Bylaws.
      Section
      4.             Treasurer. 
      Unless there shall be a financial Vice President designated by the Board
      of Directors as the chief financial officer of the Corporation, having
      general supervision over its finances, the Treasurer shall be the chief
      financial officer with such authority. He shall also have authority to
      attest to the seal of the Corporation and shall perform such other duties
      as may be assigned to him by the Board of Directors.
      Section
      5.           
       Secretary  of  the  Corporation.  The
      Secretary of the Corporation shall keep the minutes of the meetings of the
      shareholders and of the Board of Directors, and shall attend to the giving
      and serving of all notices of the Corporation required by law or these
      Bylaws. The Secretary shall maintain at all times in the principal office
      of the Corporation at least one copy of the Bylaws with all amendments to
      date, and shall make the same, together with the minutes of the meetings
      of the shareholders, the annual statement of the affairs of the
      Corporation and any voting trust agreement on file at the office of the
      Corporation, available for inspection by any officer, director, or
      shareholder during reasonable business hours. The Secretary shall have
      authority to attest to the seal of the Corporation and shall perform such
      other duties as may be assigned to the Secretary by the Board of
      Directors.
      Section
      6.            
      Other Secretaries, Assistant Treasurers and Assistant
      Secretaries.  Secretaries other than the Secretary of the
      Corporation, the Assistant Treasurers and the Assistant Secretaries shall
      have authority to attest to the seal of the Corporation and shall perform
      such other duties as may from time to time be assigned to them by the
      Board of Directors or the
President.

7




Section
      7.            
      Substitutes.  The Board of Directors may from time to time in
      the absence of any one of said officers or, at any other time, designate
      any other person or persons on behalf of the Corporation, to sign any
      contracts, deeds, notes, or other instruments in the place or stead of any
      of said officers, and designate any person to fill any one of said
      offices, temporarily or for any particular purpose; and any instruments so
      signed in accordance with a resolution of the Board shall be the valid act
      of this Corporation as fully as if executed by any regular
      officer.
      ARTICLE IV.
      Resignation.
      Any
      director or officer may resign his office at any time. Such resignation
      shall be made in writing and shall take effect from the time of its
      receipt by the Corporation, unless some time be fixed in the resignation,
      and then from that date.  The acceptance of a resignation shall not
      be required to make it effective.
      ARTICLE V.
      Indemnification of Directors and
      Officers.
      The
      Corporation shall indemnify any and all of its existing and former
      directors and officers and their spouses against all expenses incurred by
      them and each of them, including but not confined to legal fees, judgments
      and penalties which may be incurred, rendered or levied in any legal or
      administrative action brought against any of then, for or on account of
      any action or omission alleged to have been committed while acting within
      the scope of employment as director of officer of the Corporation to the
      fullest extent allowable pursuant to the Arizona General Corporation Law
      as may be amended from time to time. Whenever any such person has grounds
      to believe that he may incur any such aforementioned expense, he shall
      promptly make a full report of the matter to the President and the
      Secretary of the Corporation. Thereafter, the Board of Directors of the
      Corporation shall, within a reasonable time, determine if such person
      acted, or failed to act, in good faith and in a manner he reasonably
      believed to be in or not opposed to the best interest of the Corporation,
      and with respect to any criminal action or proceeding, had no reasonable
      cause to believe his conduct was unlawful. If the Board of Directors
      determines that such person acted, or failed to act, in good faith and in
      a manner he reasonably believed to be in or not opposed to the best
      interests of the Corporation, and with respect to any criminal action or
      proceeding, had no reasonable cause to believe his conduct was unlawful,
      then indemnification shall be mandatory and shall be automatically
      extended as specified herein, provided, however, that the Corporation
      shall have the right to refuse indemnification, wholly
      or partially, in any instance in which the person to whom indemnification
      would otherwise have been applicable shall have unreasonably refused to
      permit the Corporation, at its own expense and through counsel of its own
      choosing, to defend him in the action, or shall have unreasonably refused
      to cooperate in the defense of such
action.




8




ARTICLE VI.
      Fiscal Year.
      The fiscal year of the Corporation shall be
      the calendar year.
      ARTICLE VII.
      Seal.
      
      The
      seal of the Corporation shall be a circular disc inscribed with the name
      of the Corporation, "Anchor National Life Insurance Company," and the word
      "Incorporated."
      
      ARTICLE VIII.
      Miscellaneous Provisions -Stock.
      
      Section
      1.            
      Issue.  All certificates of shares of the Corporation shall be
      signed by the manual or facsimile signatures of the President or any Vice
      President, and countersigned by the Treasurer or Secretary of the
      Corporation and sealed with the seal or facsimile seal of the Corporation.
      Any stock certificates bearing the facsimile signatures of the officers
      above named shall be manually signed by an authorized representative of
      the Corporation's duly constituted transfer agent. If an officer whose
      signature appears on a certificate ceases to be an officer before the
      certificate is issued, it may, nevertheless, be issued with the same
      effect as if such officer were still in office.
      Section
      2.           
      Transfers.  No transfers of shares shall be recognized or
      binding upon the Corporation until recorded on the transfer books of the
      Corporation upon surrender and cancellation of certificates for a like
      number of shares. All transfers shall be effected only by the holder of
      record of such shares or by his legal representative, or by his attorney
      thereunto authorized by power of attorney duly executed. The person in
      whose name shares shall stand on the books of the Corporation may be
      deemed by the Corporation the owner thereof for all purposes. The
      Corporation's transfer agent shall maintain a stock transfer book, shall
      record therein all stock transfers and shall forward copies of all
      transfer sheets at regular prompt intervals to the Corporation's
      registrar, if there be one, or, if not, then to the Corporation's
      principal office for transcription on the stock registry
      books.




9




Section
      3.           Form
      of Certificates; Procedure.  The Board of Directors shall have
      power and authority to determine the form of stock certificates (except
      insofar as prescribed by law), and to make all such rules and regulations
      as the Board may deem expedient concerning the issue; transfer and
      registration of said certificate, and to appoint one or more transfer
      agents and/or registrars to countersign and register the same. The
      transfer agent and registrar may be the same party.
      Section
      4.          
      Record Dates for Dividends and Shareholders' Meetings.  The
      Board of Directors may fix the time, not exceeding twenty (20) days
      preceding the date of any meeting of shareholders, any dividend payment
      date or any date for the allotment of rights, during which the books of
      the Corporation shall be closed against transfers of stock, or the Board
      of Directors may fix a date not exceeding forty (40) days preceding the
      date of any meeting of shareholders, any dividend payment date or any date
      for the allotment of rights, as a record date for the determination of the
      shareholders entitled to notice of and to vote at such meeting, or
      entitled to receive such dividends or rights, as the case may be, and only
      shareholders of record on such date shall be entitled to notice of and to
      vote at such meeting or to receive such dividends or rights, as the case
      may be. In the case of a meeting of shareholders, the record date shall be
      fixed not less than ten (10) days prior to the date of the
      meeting.
      Section 5.         
      Lost Certificates.  In case any certificate of shares is lost,
      mutilated or destroyed, the Board of Directors may issue a new certificate
      in place thereof, upon indemnity to the Corporation against loss and upon
      such other terms and conditions as the Board of Directors may deem
      advisable.
      
      ARTICLE IX.
      Notice.
      Section 1.        
      Notice to Shareholders. Whenever by law or these Bylaws notice is
      required to be given to any shareholder, such notice may be given to each
      shareholder, whether or not such shareholder is entitled to vote, by
      leaving the sane with him or at his residence or usual place of business,
      or by mailing it, postage prepaid, and addressed to him at his address as
      it appears on the books of the Corporation. Such leaving or mailing of
      notice shall be deemed the time of giving such notice.
      Section 2.         
      Notice to Directors and Officers.  Whenever by law of these
      Bylaws notice is required to be given to any director or officer, such
      notice may be given in any one
of


10




the following ways: by personal notice to such director or
      officer; by telephone communication with such director or officer
      personally; by wire, addressed to such director or officer at his then
      address or at his address as it appears on the books of the Corporation;
      or by depositing the same in writing in the post office or in a letter box
      in a postage paid, sealed wrapper addressed to such director or officer at
      his then address or at his address as it appears on the books of the
      Corporation; and the time when such notice shall be mailed or consigned to
      a telegraph company for delivery shall be deemed to be the time of the
      giving of such notice.
      ARTICLE X.
      Voting of Securities in Other
      Corporations.
      Any
      stock or other voting securities in other corporations, which may from
      time to time be held by the Corporation, may be represented and voted at
      any meeting of shareholders of such other corporation by the President,
      any Vice President, or the Treasurer, or by proxy or proxies appointed by
      the President, any Vice President, or the Treasurer, or otherwise pursuant
      to authorization thereunto given by a resolution of the Board of
      Directors.
      
      ARTICLE XI.
      Amendments.
      These
      Bylaws may be added to, altered, amended or repealed by a majority vote of
      the entire Board of Directors at any regular meeting of the Board or at
      any special meeting called for that purpose. Any action of the Board of
      Directors in adding to, altering, amending or repealing these Bylaws shall
      be reported to the shareholders at the next annual meeting and may be
      changed or rescinded by majority vote of all of the stock then outstanding
      and entitled to vote, without, however, affecting the validity of any
      action taken in the meanwhile in reliance on these Bylaws so added to,
      altered, amended or repealed as aforesaid by the Board of Directors. In no
      event shall the Board of Directors have any power to amend this
      Article.
      
      
      Amended and Restated, January 1, 1996
      As amended, January 2,
2001 11