NORTHBROOK VARIABLE ANNUITY ACCOUNT II
N-4, EX-99, 2000-08-04
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                                POWER OF ATTORNEY

             WITH RESPECT TO NORTHBROOK VARIABLE ANNUITY ACCOUNT II

                                  (REGISTRANT)

                        NORTHBROOK LIFE INSURANCE COMPANY

                                   (DEPOSITOR)

         Know all men by  these  presents  that  Thomas  J.  Wilson,  II,  whose
signature  appears  below,  constitutes  and appoints  Michael J.  Velotta,  his
attorney-in-fact,  with power of substitution in any and all capacities, to sign
any Form N-4 Registration  Statements and amendments  thereto for the Northbrook
Variable  Annuity  Account II  (Registrant)  and to file the same, with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange   Commission,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact,  or his substitute or substitutes,  may do or cause to be done
by virtue hereof.


August 4, 2000
Date


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



<PAGE>


                                POWER OF ATTORNEY

             WITH RESPECT TO NORTHBROOK VARIABLE ANNUITY ACCOUNT II

                                  (REGISTRANT)

                        NORTHBROOK LIFE INSURANCE COMPANY

                                   (DEPOSITOR)

         Know all men by these presents that Michael J. Velotta, whose signature
appears   below,   constitutes   and  appoints   Thomas  J.   Wilson,   II,  his
attorney-in-fact,  with power of substitution in any and all capacities, to sign
any Form N-4 Registration  Statements and amendments  thereto for the Northbrook
Variable  Annuity  Account II  (Registrant)  and to file the same, with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange   Commission,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact,  or his substitute or substitutes,  may do or cause to be done
by virtue hereof.

August 4, 2000
Date


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


<PAGE>



                                POWER OF ATTORNEY

             WITH RESPECT TO NORTHBROOK VARIABLE ANNUITY ACCOUNT II

                                  (REGISTRANT)

                        NORTHBROOK LIFE INSURANCE COMPANY

                                   (DEPOSITOR)

         Know all men by these presents that Margaret G. Dyer,  whose  signature
appears below,  constitutes  and appoints  Thomas J. Wilson,  II, and Michael J.
Velotta, and each of them, her  attorney-in-fact,  with power of substitution in
any and all  capacities,  to sign  any  Form  N-4  Registration  Statements  and
amendments  thereto for the Northbrook  Variable Annuity Account II (Registrant)
and to file the same,  with exhibits  thereto and other  documents in connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming  all  that  each  of  said  attorney-in-fact,  or her  substitute  or
substitutes, may do or cause to be done by virtue hereof.

August 4, 2000
Date

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


<PAGE>



                                POWER OF ATTORNEY

             WITH RESPECT TO NORTHBROOK VARIABLE ANNUITY ACCOUNT II

                                  (REGISTRANT)

                        NORTHBROOK LIFE INSURANCE COMPANY

                                   (DEPOSITOR)

         Know all men by these presents that Marla G. Friedman,  whose signature
appears below,  constitutes  and appoints  Thomas J. Wilson,  II, and Michael J.
Velotta, and each of them, her  attorney-in-fact,  with power of substitution in
any and all  capacities,  to sign  any  Form  N-4  Registration  Statements  and
amendments  thereto for the Northbrook  Variable Annuity Account II (Registrant)
and to file the same,  with exhibits  thereto and other  documents in connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming  all  that  each  of  said  attorney-in-fact,  or her  substitute  or
substitutes, may do or cause to be done by virtue hereof.

August 4, 2000
Date



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


<PAGE>



                                POWER OF ATTORNEY

             WITH RESPECT TO NORTHBROOK VARIABLE ANNUITY ACCOUNT II

                                  (REGISTRANT)

                        NORTHBROOK LIFE INSURANCE COMPANY

                                   (DEPOSITOR)

         Know all men by these  presents  that John C. Lounds,  whose  signature
appears below,  constitutes  and appoints  Thomas J. Wilson,  II, and Michael J.
Velotta, and each of them, his  attorney-in-fact,  with power of substitution in
any and all  capacities,  to sign  any  Form  N-4  Registration  Statements  and
amendments  thereto for the Northbrook  Variable Annuity Account II (Registrant)
and to file the same,  with exhibits  thereto and other  documents in connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming  all  that  each  of  said  attorney-in-fact,  or his  substitute  or
substitutes, may do or cause to be done by virtue hereof.

August 4, 2000
Date



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


<PAGE>



                                POWER OF ATTORNEY

             WITH RESPECT TO NORTHBROOK VARIABLE ANNUITY ACCOUNT II

                                  (REGISTRANT)

                        NORTHBROOK LIFE INSURANCE COMPANY

                                   (DEPOSITOR)

         Know all men by these presents that J. Kevin McCarthy,  whose signature
appears below,  constitutes  and appoints  Thomas J. Wilson,  II, and Michael J.
Velotta, and each of them, his  attorney-in-fact,  with power of substitution in
any and all  capacities,  to sign  any  Form  N-4  Registration  Statements  and
amendments  thereto for the Northbrook  Variable Annuity Account II (Registrant)
and to file the same,  with exhibits  thereto and other  documents in connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming  all  that  each  of  said  attorney-in-fact,  or his  substitute  or
substitutes, may do or cause to be done by virtue hereof.

August 4, 2000
Date



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


<PAGE>



                                POWER OF ATTORNEY

             WITH RESPECT TO NORTHBROOK VARIABLE ANNUITY ACCOUNT II

                                  (REGISTRANT)

                        NORTHBROOK LIFE INSURANCE COMPANY

                                   (DEPOSITOR)

         Know all men by these presents that Steven C. Verney,  whose  signature
appears below,  constitutes  and appoints  Thomas J. Wilson,  II, and Michael J.
Velotta, and each of them, his  attorney-in-fact,  with power of substitution in
any and all  capacities,  to sign  any  Form  N-4  Registration  Statements  and
amendments  thereto for the Northbrook  Variable Annuity Account II (Registrant)
and to file the same,  with exhibits  thereto and other  documents in connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming  all  that  each  of  said  attorney-in-fact,  or his  substitute  or
substitutes, may do or cause to be done by virtue hereof.

August 4, 2000
Date



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


<PAGE>


                                POWER OF ATTORNEY

             WITH RESPECT TO NORTHBROOK VARIABLE ANNUITY ACCOUNT II

                                  (REGISTRANT)

                        NORTHBROOK LIFE INSURANCE COMPANY

                                   (DEPOSITOR)

         Know all men by these  presents that Samuel H. Pilch,  whose  signature
appears below,  constitutes  and appoints  Thomas J. Wilson,  II, and Michael J.
Velotta, and each of them, his  attorney-in-fact,  with power of substitution in
any and all  capacities,  to sign  any  Form  N-4  Registration  Statements  and
amendments  thereto for the Northbrook  Variable Annuity Account II (Registrant)
and to file the same,  with exhibits  thereto and other  documents in connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming  all  that  each  of  said  attorney-in-fact,  or his  substitute  or
substitutes, may do or cause to be done by virtue hereof.

August 4, 2000
Date

/s/ SAMUEL H. PILCH
--------------------
Samuel H. Pilch
Vice President and Controller


<PAGE>



                                POWER OF ATTORNEY

             WITH RESPECT TO NORTHBROOK VARIABLE ANNUITY ACCOUNT II

                                  (REGISTRANT)

                        NORTHBROOK LIFE INSURANCE COMPANY

                                   (DEPOSITOR)

         Know all men by these  presents  that Casey J. Sylla,  whose  signature
appears below,  constitutes  and appoints  Thomas J. Wilson,  II, and Michael J.
Velotta, and each of them, his  attorney-in-fact,  with power of substitution in
any and all  capacities,  to sign  any  Form  N-4  Registration  Statements  and
amendments  thereto for Northbrook  Variable Annuity Account II (Registrant) and
to file the same,  with  exhibits  thereto  and other  documents  in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming  all  that  each  of  said  attorney-in-fact,  or his  substitute  or
substitutes, may do or cause to be done by virtue hereof.

August 4, 2000
Date

/s/ CASEY J. SYLLA
-------------------
Casey J. Sylla
Chief Investment Officer







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