GLENBROOK LIFE SCUDDER VARIABLE ACCOUNT A
485APOS, EX-15, 2000-10-02
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Exhibit (15)(g)

                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                   GLENBROOK LIFE SCUDDER VARIABLE 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  Scudder  Variable
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.

September 27, 2000



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


<PAGE>




                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                   GLENBROOK LIFE SCUDDER VARIABLE 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  Scudder  Variable
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.

September 27, 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 SCUDDER VARIABLE 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 Scudder  Variable 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.

September 27, 2000


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







<PAGE>




                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                   GLENBROOK LIFE SCUDDER VARIABLE 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 Scudder  Variable 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.

September 27, 2000



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








<PAGE>




                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                   GLENBROOK LIFE SCUDDER VARIABLE 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 Scudder  Variable 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.

September 27, 2000



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


<PAGE>




                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                   GLENBROOK LIFE SCUDDER VARIABLE 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 Scudder  Variable 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.

September 27, 2000


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


<PAGE>




                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                   GLENBROOK LIFE SCUDDER VARIABLE 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 the (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 Scudder  Variable 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.

September 27, 2000



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


<PAGE>



                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                   GLENBROOK LIFE SCUDDER VARIABLE 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  Scudder  Variable
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.

September 27, 2000



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


<PAGE>



                                POWER OF ATTORNEY

                                 WITH RESPECT TO

                   GLENBROOK LIFE SCUDDER VARIABLE 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 Scudder  Variable 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.

September 27, 2000



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



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