Exhibit 3(i)(A)



                              ARTICLES OF AMENDMENT
                                     TO THE
                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                         AND ARTICLES OF REDOMESTICATION
                                       OF
                       GLENBROOK LIFE AND ANNUITY COMPANY


     Pursuant to Arizona Revised Statutes,  Section 20-707,  Section 10-1003 and
Section  10-1006,  Glenbrook Life and Annuity Company,  an Arizona  corporation,
hereby amends the Amended and Restated Articles of Incorporation and Articles of
Redomestication {"Articles of Incorporation"} as follows:

1.   The name of the corporation is:

                  Glenbrook Life and Annuity Company

2.   Amendment to Article VI of the Articles of Incorporation shall increase the
     authorized  capital of the corporation to $5,000,000.  The number of shares
     of voting  common stock shall be  increased  to 10,000.  Text of Article VI
     shall read as follows:

                                   ARTICLE VI

     The authorized  capital of the corporation  shall be $5,000,000,  and shall
consist of 10,000  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  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  form 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.

3.   The Amendment was adopted by the Board of Directors on October 20, 1999.

4.   The Amendment was approved by the sole  shareholder  of the  corporation on
     October 20, 1999 as follows:

         Shares Outstanding: 10,000

         Shareholder votes for Amendment:  1

         Shareholder votes against Amendment: 0


     IN WITNESS  WHEREOF,  I hereunto  affix my signature  to these  Articles of
Amendment as of the 20th day of October, 1999.


                                            Glenbrook Life and Annuity Company




                                            Thomas J. Wilson, II
                                            President


Attest:




Michael J. Velotta
Secretary