GLENBROOK LIFE VARIABLE LIFE SEPARATE ACCOUNT A
485BPOS, EX-7, 2000-08-23
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                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                 GLENBROOK LIFE VARIABLE LIFE SEPARATE ACCOUNT A
                                  (REGISTRANT)
                                       AND
                       GLENBROOK LIFE AND ANNUITY COMPANY
                                   (DEPOSITOR)


     Know all men by these presents that the undersigned director and officer of
Glenbrook Life and Annuity Company  constitutes and appoints  Michael J. Velotta
as  his  true  and  lawful  attorney-in-fact  and  agent,  with  full  power  of
substitution,  for him in any  and all  capacities,  to  sign  any  registration
statements of Glenbrook Life and Annuity  Company and its Variable Life Separate
Account A and any amendments  thereto,  and to file the same,  with exhibits and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission or any other  regulatory  authority as may be necessary or desirable,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

August 17, 2000




/s/ Thomas J. Wilson, II
------------------------
    Thomas J. Wilson, II
    President, Chief Executive Officer
    and Director


<PAGE>




                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                 GLENBROOK LIFE VARIABLE LIFE SEPARATE ACCOUNT A
                                  (REGISTRANT)
                                       AND
                       GLENBROOK LIFE AND ANNUITY COMPANY
                                   (DEPOSITOR)


     Know all men by these presents that the undersigned director and officer of
Glenbrook Life and Annuity Company constitutes and appoints Thomas J. Wilson, II
as  his  true  and  lawful  attorney-in-fact  and  agent,  with  full  power  of
substitution,  for him in any  and all  capacities,  to  sign  any  registration
statements of Glenbrook Life and Annuity  Company and its Variable Life Separate
Account A and any amendments  thereto,  and to file the same,  with exhibits and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission or any other  regulatory  authority as may be necessary or desirable,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

August 17, 2000




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


<PAGE>




                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                 GLENBROOK LIFE VARIABLE LIFE SEPARATE ACCOUNT A
                                  (REGISTRANT)
                                       AND
                       GLENBROOK LIFE AND ANNUITY COMPANY
                                   (DEPOSITOR)


     Know all men by these  presents that the  undersigned  officer of Glenbrook
Life and Annuity  Company  constitutes  and appoints  Thomas J. Wilson,  II, and
Michael  J.  Velotta,  and each of them  (with full power to each of them to act
alone) as his true and lawful  attorney-in-fact  and  agent,  with full power of
substitution,  for him in any  and all  capacities,  to  sign  any  registration
statements of Glenbrook Life and Annuity  Company and its Variable Life Separate
Account A and any amendments  thereto,  and to file the same,  with exhibits and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission or any other  regulatory  authority as may be necessary or desirable,
hereby  ratifying  and  confirming  all that each of said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

August 17, 2000



/s/  Samuel H. Pilch
---------------------
     Samuel H. Pilch
     Controller
       (Principal Accounting Officer)







<PAGE>




                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                 GLENBROOK LIFE VARIABLE LIFE SEPARATE ACCOUNT A
                                  (REGISTRANT)
                                       AND
                       GLENBROOK LIFE AND ANNUITY COMPANY
                                   (DEPOSITOR)


     Know all men by these  presents that the  undersigned  officer of Glenbrook
Life and Annuity  Company  constitutes  and appoints  Thomas J. Wilson,  II, and
Michael  J.  Velotta,  and each of them  (with full power to each of them to act
alone) as his true and lawful  attorney-in-fact  and  agent,  with full power of
substitution,  for him in any  and all  capacities,  to  sign  any  registration
statements of Glenbrook Life and Annuity  Company and its Variable Life Separate
Account A and any amendments  thereto,  and to file the same,  with exhibits and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission or any other  regulatory  authority as may be necessary or desirable,
hereby  ratifying  and  confirming  all that each of said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

August 17, 2000




/s/  Kevin R. Slawin
---------------------
     Kevin R. Slawin
     Vice President
     (Principal Financial Officer)








<PAGE>




                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                 GLENBROOK LIFE VARIABLE LIFE SEPARATE ACCOUNT A
                                  (REGISTRANT)
                                       AND
                       GLENBROOK LIFE AND ANNUITY COMPANY
                                   (DEPOSITOR)


     Know all men by these presents that the  undersigned  director of Glenbrook
Life and Annuity  Company  constitutes  and appoints  Thomas J. Wilson,  II, and
Michael  J.  Velotta,  and each of them  (with full power to each of them to act
alone) as his true and lawful  attorney-in-fact  and  agent,  with full power of
substitution,  for him in any  and all  capacities,  to  sign  any  registration
statements of Glenbrook Life and Annuity  Company and its Variable Life Separate
Account A and any amendments  thereto,  and to file the same,  with exhibits and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission or any other  regulatory  authority as may be necessary or desirable,
hereby  ratifying  and  confirming  all that each of said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

August 17, 2000




/s/  Steven C. Verney
----------------------
     Steven C. Verney
     Director


<PAGE>




                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                 GLENBROOK LIFE VARIABLE LIFE SEPARATE ACCOUNT A
                                  (REGISTRANT)
                                       AND
                       GLENBROOK LIFE AND ANNUITY COMPANY
                                   (DEPOSITOR)


     Know all men by these presents that the  undersigned  director of Glenbrook
Life and Annuity  Company  constitutes  and appoints  Thomas J. Wilson,  II, and
Michael  J.  Velotta,  and each of them  (with full power to each of them to act
alone) as his true and lawful  attorney-in-fact  and  agent,  with full power of
substitution,  for him in any  and all  capacities,  to  sign  any  registration
statements of Glenbrook Life and Annuity  Company and its Variable Life Separate
Account A and any amendments  thereto,  and to file the same,  with exhibits and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission or any other  regulatory  authority as may be necessary or desirable,
hereby  ratifying  and  confirming  all that each of said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

August 17, 2000



/s/ J. Kevin McCarthy
------------------------
    J. Kevin McCarthy
    Director


<PAGE>




                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                 GLENBROOK LIFE VARIABLE LIFE SEPARATE ACCOUNT A
                                  (REGISTRANT)
                                       AND
                       GLENBROOK LIFE AND ANNUITY COMPANY
                                   (DEPOSITOR)


     Know all men by these presents that the  undersigned  director of Glenbrook
Life and Annuity  Company  constitutes  and appoints  Thomas J. Wilson,  II, and
Michael  J.  Velotta,  and each of them  (with full power to each of them to act
alone) as his true and lawful  attorney-in-fact  and  agent,  with full power of
substitution,  for him in any  and all  capacities,  to  sign  any  registration
statements of Glenbrook Life and Annuity  Company and its Variable Life Separate
Account A and any amendments  thereto,  and to file the same,  with exhibits and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission or any other  regulatory  authority as may be necessary or desirable,
hereby  ratifying  and  confirming  all that each of said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

August 17, 2000




/s/ John C. Lounds
---------------------
    John C. Lounds
    Director


<PAGE>



                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                 GLENBROOK LIFE VARIABLE LIFE SEPARATE ACCOUNT A
                                  (REGISTRANT)
                                       AND
                       GLENBROOK LIFE AND ANNUITY COMPANY
                                   (DEPOSITOR)


     Know all men by these presents that the undersigned director and officer of
Glenbrook Life and Annuity  Company  constitutes  and appoints Thomas J. Wilson,
II, and Michael J. Velotta, and each of them (with full power to each of them to
act alone) as her true and lawful attorney-in-fact and agent, with full power of
substitution,  for her in any  and all  capacities,  to  sign  any  registration
statements of Glenbrook Life and Annuity  Company and its Variable Life Separate
Account A and any amendments  thereto,  and to file the same,  with exhibits and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission or any other  regulatory  authority as may be necessary or desirable,
hereby  ratifying  and  confirming  all that each of said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

August 17, 2000




/s/  Marla G. Friedman
------------------------
     Marla G. Friedman
     Vice President and Director


<PAGE>

                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                 GLENBROOK LIFE VARIABLE LIFE SEPARATE ACCOUNT A
                                  (REGISTRANT)
                                       AND
                       GLENBROOK LIFE AND ANNUITY COMPANY
                                   (DEPOSITOR)


     Know all men by these presents that the  undersigned  director of Glenbrook
Life and Annuity  Company  constitutes  and appoints  Thomas J. Wilson,  II, and
Michael  J.  Velotta,  and each of them  (with full power to each of them to act
alone) as her true and lawful  attorney-in-fact  and  agent,  with full power of
substitution,  for her in any  and all  capacities,  to  sign  any  registration
statements of Glenbrook Life and Annuity  Company and its Variable Life Separate
Account A and any amendments  thereto,  and to file the same,  with exhibits and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission or any other  regulatory  authority as may be necessary or desirable,
hereby  ratifying  and  confirming  all that each of said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

August 17, 2000




/s/ Margaret G. Dyer
----------------------
    Margaret G. Dyer
    Director


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