<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 1996
FILE NO. 33-91914
811-7632
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 2 /X/
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 8 /X/
------------------------
GLENBROOK LIFE AND ANNUITY COMPANY
VARIABLE ANNUITY ACCOUNT
(Exact Name of Registrant)
GLENBROOK LIFE AND ANNUITY COMPANY
(Name of Depositor)
MICHAEL J. VELOTTA
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
GLENBROOK LIFE AND ANNUITY COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
847/402-2400
(Name and Complete Address of Agent for Service)
--------------------------
COPIES TO:
GREGOR B. MCCURDY, ESQUIRE JOHN R. HEDRICK, ESQUIRE
ROUTIER AND JOHNSON, P.C. ALLSTATE LIFE FINANCIAL
1700 K. STREET N. W., SERVICES, INC.
SUITE 1003 3100 SANDERS ROAD
WASHINGTON, D.C. 20006 NORTHBROOK, IL 60062
--------------------------
STATEMENT PURSUANT TO RULE 24F-2
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Registrant hereby states that, pursuant to paragraph (b)(1), it filed its Rule
24f-2 Notice for the fiscal year ending December 31, 1995 on February 28, 1996.
--------------------------
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE
(CHECK APPROPRIATE BOX)
/X/ immediately upon filing pursuant to paragraph (b) of Rule 485
/ / on (date) pursuant to paragraph (b) of Rule 485
/ / 60 days after filig pursuant to paragraph (a)(i) of Rule 485
/ / on (date) pursuant to paragraph (a)(i) of Rule 485
/ / 75 days after filing pursuant to paragraph (a)(ii) of Rule 485
IF APPROPRIATE, CHECK THE FOLLOWING BOX:
/ / This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CROSS REFERENCE SHEET
SHOWING LOCATION IN PART A (PROSPECTUS) AND PART B OF REGISTRATION
STATEMENT OF ADDITIONAL INFORMATION REQUIRED BY FORM N-4
<TABLE>
<CAPTION>
ITEM OF FORM N-4 PROSPECTUS CAPTION
- ----------------------------------------------------------------------- -------------------------------------------------
<S> <C> <C> <C>
1. Cover Page.................................................. Cover Page
2. Definitions................................................. Glossary
3. Synopsis.................................................... Highlights; Summary of Variable Account Expenses
4. Condensed Financials........................................ --
(a) Chart............................................ Not Applicable
(b) MM Yield......................................... Not Applicable
(c) Location of Others............................... Financial Statements
5. General..................................................... --
(a) Depositor........................................ Glenbrook Life and Annuity Company
(b) Registrant....................................... The Variable Account
(c) Portfolio Company................................ The Funds; The STI Classic Variable Trust; the
Prime Money Fund
(d) Fund Prospectus.................................. The STI Classic Variable Trust; The Prime Money
Fund
(e) Voting Rights.................................... Voting Rights
(f) Administrators................................... Charges & Other Deductions Contract Maintenance
Charge
6. Deductions & Expenses....................................... Charges & Other Deductions
(a) General.......................................... Charges & Other Deductions
(b) Sales Load Percent............................... Withdrawal Charge
(c) Special Purchase Plans........................... Not Applicable
(d) Commissions...................................... Distribution of the Contracts
(e) Expenses--Registrant............................. Charges & Other Deductions
(f) Fund Expenses.................................... Summary of Variable Account Expenses; Expenses of
the Funds
(g) Organizational Expenses.......................... Not Applicable
7. Contracts................................................... --
(a) Persons with Rights.............................. Benefits under the Contract; Payout Start Date
for Income Payments; Voting Rights; Assignments;
Beneficiary
(b) (i) Allocation of Purchase Payments............. Allocation of Purchase Payments
(ii) Transfers.................................. Transfers among portfolios
(iii) Exchanges................................. Not Applicable
(c) Changes.......................................... Modification
(d) Inquiries........................................ Customer Inquiries
8. Annuity Period.............................................. Payout Start Date for Income Payments
(a) Material Factors................................. Amount of Variable Annuity Income Payments
(b) Dates............................................ Payout Start Date for Income Payments
(c) Frequency, duration & level...................... Amount of Variable Annuity Income Payments
(d) AIR.............................................. Amount of Variable Annuity Income Payments
(e) Minimum.......................................... Amount of Variable Annuity Income Payments
(f) --Change Options................................. Transfers among Portfolios
--Transfer....................................... --
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM OF FORM N-4 PROSPECTUS CAPTION
- ----------------------------------------------------------------------- -------------------------------------------------
<S> <C> <C> <C>
9. Death Benefit............................................... Death Benefit Payable; Death Benefit Amount;
Death Benefit Payment Provisions
10. Purchases & Contract Value.................................. --
(a) Purchases........................................ Purchase of the Contracts: Crediting of Purchase
Payments
(b) Valuation........................................ Accumulation Units; Accumulation Unit Value
(c) Daily Calculation................................ Accumulation Units; Accumulation Unit Value;
Allocation of Purchase Payments
(d) Underwriter...................................... Distribution of the Contracts
11. Redemptions................................................. --
(a) --By Owners...................................... Withdrawals
(b) --By Annuitant................................... Income Plans
(c) Texas ORP........................................ Not Applicable
(d) Lapse............................................ Not Applicable
(e) Free Look........................................ Highlights
12. Taxes....................................................... Federal Tax Matters
13. Legal Proceedings........................................... Not Applicable
14. SAI Contents................................................ SAI Table of Contents
15. Cover Page.................................................. Cover Page
16. Table of Contents........................................... Table of Contents
17. General Information & History............................... --
(a) Depositor's Name................................. Glenbrook Life and Annuity Company
(b) Assets of Sub-account............................ The Variable Account
(c) Control of Depositor............................. Glenbrook Life and Annuity Company
18. Services.................................................... --
(a) Fees & Expenses of Registrant.................... Contract Maintenance Charge
(b) Management Contracts............................. Contract Maintenance Charge; Distribution of the
Contracts
(c) Custodian........................................ SAI: Safekeeping of the Variable Account's Assets
Independent Public Accountant.................... Experts
(d) Assets of Registrant............................. SAI: Safekeeping of the Variable Account Assets
(e) Affiliated Persons............................... Not Applicable
(f) Principal Underwriter............................ Distribution of the Contracts
19. Purchase of Securities Being Offered........................ --
(a) Offering......................................... SAI: Purchase of Contracts
(b) Sales load....................................... SAI: Sales Commissions
20. Underwriters................................................ --
(a) Principal Underwriter............................ Distribution of the Contracts
(b) Continuous offering.............................. SAI: Purchase of Contracts
(c) Commissions...................................... SAI: Sales Commissions;
(d) Unaffiliated Underwriters........................ N/A
21. Calculation of Performance Data............................. SAI: Performance Data
22. Annuity Payments............................................ Income Payments
23. Financial Statements........................................ --
(a) Financial Statements of Registrant............... SAI: Variable Account Financial Statements
(b) Financial Statements of Depositor................ Glenbrook Life and Annuity Company Financial
Statements
24a. Financial Statements........................................ Part C. Financial Statements
24b. Exhibits.................................................... Part C. Exhibits
25. Directors and Officers...................................... Part C. Directors & Officers of Depositor
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM OF FORM N-4 PROSPECTUS CAPTION
- ----------------------------------------------------------------------- -------------------------------------------------
<S> <C> <C> <C>
26. Persons Controlled By or Under Common Control with Depositor
or Registrant............................................... Part C. Persons Controlled by or Under Common
Control with Depositor or Registrant
27. Number of Contract Owners................................... Part C. Number of Contract Owners
28. Indemnification............................................. Part C. Indemnification
29a. Relationship of Principal Underwriter to Other Investment
Companies................................................... Part C. Relationship of Principal Underwriter to
Other Investment Companies
29b. Principal Underwriters...................................... Part C. Principal Underwriters
29c. Compensation of Underwriter................................. Part C. Compensation of Allstate Life Financial
Services, Inc.
30. Location of Accounts and Records............................ Part C. Location of Accounts and Records
31. Management Services......................................... Part C. Management Services
32. Undertakings................................................ Part C. Undertakings
</TABLE>
<PAGE>
PARTS A AND B
The Prospectus and the Statement of Additional Information are incorporated
into Part A and Part B of this Post-effective Amendment No. 2, respectively, by
reference to Post-effective Amendment 1 to the Registration Statement on Form
N-4 (File No. 33-91914), as filed electronically on April 25, 1996.
SUPPLEMENT TO THE PROSPECTUS DATED MAY 1, 1996
OF GLENBROOK LIFE AND ANNUITY COMPANY
VARIABLE ANNUITY ACCOUNT
THE STI CLASSIC VARIABLE TRUST (THE "TRUST") HAS ADDED THE INTERNATIONAL
EQUITY PORTFOLIO FOR USE WITH YOUR CONTRACT. THE FOLLOWING INFORMATION IS ADDED
TO YOUR PROSPECTUS FOR THE STI CLASSIC VARIABLE ANNUITY AS INDICATED:
UNDER "THE FUNDS" - "THE STI CLASSIC VARIABLE TRUST" ON PAGE 12:
The International Equity Portfolio seeks to provide long term capital
appreciation by investing primarily in a diversified portfolio of equity
securities of foreign issuers.
UNDER "FUND EXPENSES" ON PAGE 8:
The International Equity Portfolio has the following expenses (net of
voluntary reductions and reimbursements and as a percentage of Fund assets):
advisory fees, other expenses and total annual expenses, expressed as a
percentage of average net assets for the portfolio, are 0.00%, 1.60% and 1.60%,
respectively. Absent voluntary reductions and reimbursements, it is estimated
that advisory fees, other expenses and total annual expenses, expressed as a
percentage of average net assets for the portfolio would be 1.25%, 4.88% and
6.13%, respectively. Fee reductions are voluntary and may be terminated at any
time after one year from the date of this Supplement.
UNDER "EXAMPLE" ON PAGE 9:
For purchase payments allocated to the International Equity Sub-account, You
(the Owner) would pay the following cumulative expenses on a $1,000 investment,
assuming a 5% annual return under the following circumstances:
If you terminate your Contract or annuitize for a specified period of less
than 120 months at the end of the applicable time period:
<TABLE>
<CAPTION>
1 Year 3 Years
--------- ---------
<S> <C> <C>
International Equity Portfolio $85 $131
</TABLE>
If you do not terminate your Contract or if you annuitize for a specified
period of 120 months or more at the end of the applicable time period:
<TABLE>
<CAPTION>
1 Year 3 Years
--------- ---------
<S> <C> <C>
International Equity Portfolio $31 $95
</TABLE>
Please consult the accompanying prospectus for the Trust dated November 4,
1996 describing the International Equity Portfoltio for more detailed
information concerning the Portfolio's investment objectives and policies.
November 4, 1996
<PAGE>
PART C
OTHER INFORMATION
24A. FINANCIAL STATEMENTS
PART A: Glenbrook Life and Annuity Company Financial Statements and
Financial Statement Schedule are contained in Part A of this Registration
Statement.
24B. EXHIBITS
The following exhibits correspond to those required by paragraph (b) of
item 24 as to exhibits in Form N-4:
(1) Resolution of the Board of Directors of Glenbrook Life and Annuity
Company authorizing establishment of the Glenbrook Life and Annuity
Company Variable Annuity Account.*
(2) Not Applicable.
(3) Form of Underwriting Agreement.*
(4) Specimen Contract.**
(5) Form of application for a Contract.**
(6) (a) Certificate of Incorporation of Glenbrook Life and Annuity
Company.***
(b) By-laws of Glenbrook Life and Annuity Company.***
(7) Reinsurance Agreement.***
(8) Form of Participation Agreement.****
(9) Opinion and Consent of Michael J. Velotta, Vice President, Secretary
and General Counsel of Glenbrook Life and Annuity Company.**
(10) (a) Consent of Accountants.
(b) Consent of Attorneys.***
(11) Not applicable.
(12) Not applicable.
(13) Computation of Performance Quotations.*
<PAGE>
(14) Powers of Attorney.
_____________
* Previously filed and incorporated by reference with Depositor's Form
N-4 Registration Statement No. 33-91914 dated April 24, 1996.
** Previously filed and incorporated by reference with Depositor's Form S-1
Registration Statement No. 33-91916 dated May 4, 1995.
*** Previously filed and incorporated by reference with Depositor's Form S-1
Registration Statement No. 333-07275 dated June 28, 1996.
**** Previously filed and incorporated by reference with Registrant's Form N-4
Registration Statement No. 33-91914 dated September 15, 1995.
25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
Name and Principal Position and Office With Depositor
Business Address of the Trust
- ------------------ ------------
Louis G. Lower, II Chairman of the Board and Chief Executive Officer
Michael J. Velotta Vice President, Secretary, General Counsel
and Director
Peter H. Heckman President, Chief Operating Officer and Director
Marla G. Friedman Vice President
Kevin R. Slawin Vice President
James P. Zils Treasurer
Casey J. Sylla Chief Investment Officer
John R. Hunter Director
G. Craig Whitehead Assistant Vice President and Director
Sarah R. Donahue Assistant Vice President
Emma M. Kalaidjian Assistant Secretary
Paul N. Kierig Assistant Secretary
Mary J. McGinn Assistant Secretary
Barry S. Paul Assistant Vice President and Controller
Robert N. Roeters Assistant Vice President
Theodore A. Schnell Assistant Treasurer
C. Nelson Strom Assistant Vice President and Corporate Actuary
Steven E. Shebik Assistant Treasurer
Brenda D. Sneed Assistant Secretary and Assistant General Counsel
The principal business address of the foregoing officers and directors is 3100
Sanders Road, Northbrook, IL 60062
26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH DEPOSITOR OR
REGISTRANT
See 10-K Commission File #1-11840, The Allstate Corporation.
27. NUMBER OF CONTRACT OWNERS
As of October 18, 1996, there are 1,445 nonqualified contracts and
qualified contracts.
28. INDEMNIFICATION
The by-laws of both Glenbrook Life and Annuity Company (Depositor) and
Allstate Life Financial Services, Inc. (Distributor), provide for the
<PAGE>
indemnification of its Directors, Officers and Controlling Persons, against
expenses, judgments, fines and amounts paid in settlement as incurred by such
person, if such person acted properly. No indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of a duty
to the Company, unless a court determines such person is entitled to such
indemnity.
29a. RELATIONSHIP OF PRINCIPAL UNDERWRITER TO OTHER INVESTMENT COMPANIES
Glenbrook Life and Annuity Company Separate Account A
Glenbrook Life Multi-Manager Variable Account
Glenbrook Life Variable Life Separate Account A
Allstate Life of New York Separate Account A
29b. PRINCIPAL UNDERWRITER
Name and Principal Business Allstate Life Financial
Address Of Each Such Person Services, Inc. ("ALFS")
________________________________________________________________________________
Louis G. Lower, II Director
Kevin R. Slawin Director
Michael J. Velotta Director and Secretary
Robert J. Kelly President and
Chief Executive Officer
Diane Bellas Vice President and Controller
Andrea J. Schur Vice President
Brent H. Hamann Vice President
James P. Zils Treasurer
John R. Hedrick General Counsel and
Assistant Secretary
Lisa A. Burnell Assistant Vice President and
Compliance Officer
Robert N. Roeters Assistant Vice President
Emma M. Kalaidjian Assistant Secretary
Paul N. Kierig Assistant Secretary
Steven E. Shebik Assistant Treasurer
The principal address of ALFS is 3100 Sanders Road, Northbrook, Illinois
29c. COMPENSATION OF ALLSTATE LIFE FINANCIAL SERVICES, INC.
None
30. LOCATION OF ACCOUNTS AND RECORDS
The Depositor, Glenbrook Life and Annuity Company, is located at 3100
Sanders Road, Northbrook, Illinois 60062.
The Distributor, Allstate Life Financial Services, Inc., is located at 3100
Sanders Road, Northbrook, Illinois 60062.
<PAGE>
Each company maintains those accounts and records required to be maintained
pursuant to Section 31(a) of the Investment Company Act and the rules
promulgated thereunder.
31. MANAGEMENT SERVICES
None
32. UNDERTAKINGS
The undersigned registrant, Glenbrook Life and Annuity Company, hereby
undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 ("Act") may be permitted to directors, officers and controlling persons of
Glenbrook Life and Annuity Company ("Registrant"), Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other that the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
<PAGE>
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
33. REPRESENTATIONS PURSUANT TO SECTION 403(B) OF THE INTERNAL REVENUE CODE
The Company represents that it is relying upon a November 28, 1988
Securities and Exchange Commission no-action letter issued to the American
Council of Life Insurance ("ACLI") and that the provisions of paragraphs 1-4 of
the no-action letter have been complied with.
34. REPRESENTATION REGARDING CONTRACT EXPENSES
Glenbrook Life and Annuity Company ("Glenbrook Life") represents that the
fees and charges deducted under the Flexible Premium Deferred Variable Annuity
Contract hereby registered by this Registration Statement, in the aggregate, are
reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by Glenbrook Life.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Act of 1940, the
Registrant, Glenbrook Life and Annuity Company Variable Annuity Account,
certifies that it meets the requirements of Securities Act Rule 485(b) for
effectiveness of this Registration Statement and has caused this Registration
Statement to be signed on its behalf, by the undersigned, thereunto duly
authorized, and its seal to be hereunto affixed and attested, in the village of
Northfield, and State of Illinois on the 30th day of October 1996
GLENBROOK LIFE AND ANNUITY COMPANY VARIABLE ANNUITY ACCOUNT
(REGISTRANT)
By: GLENBROOK LIFE AND ANNUITY COMPANY
(DEPOSITOR)
(SEAL)
Attest: /s/BRENDA D. SNEED By: /s/MICHAEL J. VELOTTA
------------------ ---------------------
Brenda D. Sneed Michael J. Velotta
Assistant Secretary and Vice President, Secretary
Assistant General Counsel And General Counsel
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this Registration Statement has been duly signed below by
the following Directors and Officers of Glenbrook Life and Annuity Company on
the day of October 1996.
*/LOUIS G. LOWER, II Chairman of the Board of Directors and
- -------------------- Chief Executive Officer
Louis G. Lower, II (Principal Executive Officer)
/s/MICHAEL J. VELOTTA Vice President, Secretary,
- -------------------- General Counsel and Director
Michael J. Velotta
**/PETER H. HECKMAN President, Chief Operating Officer
- -------------------- and Director
Peter H. Heckman
**/JOHN R. HUNTER Director
- --------------------
John R. Hunter
*/G. CRAIG WHITEHEAD Assistant Vice President and Director
- --------------------
G. Craig Whitehead
**/MARLA G. FRIEDMAN Vice President
- --------------------
Marla G. Friedman
**/KEVIN R. SLAWIN Vice President
- --------------------
Kevin R. Slawin
*/JAMES P. ZILS Treasurer
- --------------------
James P. Zils
<PAGE>
*/CASEY J. SYLLA Chief Investment Officer
- --------------------
Casey J. Sylla
*/BARRY S. PAUL Assistant Vice President and Controller
- -------------------- (Principal Accounting Officer)
Barry S. Paul
*/ By Michael J. Velotta, pursuant to Power of Attorney, previously filed.
**/ By Michael J. Velotta, pursuant to Power of Attorney, filed herewith.
<PAGE>
EXHIBIT (10)(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 2 to Registration Statement No. 33-91914 of Glenbrook Life and
Annuity Company on Form N-4 of our report dated March 1, 1996 relating to the
financial statements and financial statement schedule of Glenbrook Life and
Annuity Company and our report dated March 1, 1996, relating to the financial
statements of Glenbrook Life and Annuity Company Variable Annuity Account
included in Post-Effective Amendment No. 1 to Registration Statement No.
33-91914 on Form N-4 as filed on April 25, 1996, and to the reference to us
under the heading "Experts" in the Prospectus, which is part of such
Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
October 31, 1996
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO THE GLENBROOK LIFE AND ANNUITY COMPANY
VARIABLE ANNUITY ACCOUNT
Know all me by these presents that John R. Hunter, whose signature appears
below, constitutes and appoints Louis G. Lower, II, and Michael J. Velotta, his
attorneys-in-fact, with power of substitution, and each of them in any and all
capacities, to sign any Form N-4 registration statements and amendments thereto
for the Glenbrook Life and Annuity Company Variable Annuity Account and related
contracts 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 attorneys-in-fact, or his
substitutes, may do or cause to be done by virtue hereof.
October 28, 1996
----------------
Date
/s/JOHN R. HUNTER
-----------------
John R. Hunter
Director
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO THE GLENBROOK LIFE AND ANNUITY COMPANY
VARIABLE ANNUITY ACCOUNT
Know all me by these presents that Peter H. Heckman, whose signature
appears below, constitutes and appoints Louis G. Lower, II, and Michael J.
Velotta, his attorneys-in-fact, with power of substitution, and each of them in
any and all capacities, to sign any Form N-4 registration statements and
amendments thereto for the Glenbrook Life and Annuity Company Variable Annuity
Account and related contracts 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 attorneys-in-
fact, or his substitutes, may do or cause to be done by virtue hereof.
October 28, 1996
----------------
Date
/s/PETER H. HECKMAN
-------------------
Peter H. Heckman
President, Chief Operating Officer
and Director
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO THE GLENBROOK LIFE AND ANNUITY COMPANY
VARIABLE ANNUITY ACCOUNT
Know all me by these presents that Marla G. Friedman, whose signature
appears below, constitutes and appoints Louis G. Lower, II, and Michael J.
Velotta, her attorneys-in-fact, with power of substitution, and each of them in
any and all capacities, to sign any Form N-4 registration statements and
amendments thereto for the Glenbrook Life and Annuity Company Variable Annuity
Account and related contracts 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 attorneys-in-
fact, or his substitutes, may do or cause to be done by virtue hereof.
October 28, 1996
----------------
Date
/s/MARLA G. FRIEDMAN
--------------------
Marla G. Friedman
Vice President
<PAGE>
POWER OF ATTORNEY
WITH RESPECT TO THE GLENBROOK LIFE AND ANNUITY COMPANY
VARIABLE ANNUITY ACCOUNT
Know all me by these presents that Kevin R. Slawin, whose signature appears
below, constitutes and appoints Louis G. Lower, II, and Michael J. Velotta, his
attorneys-in-fact, with power of substitution, and each of them in any and all
capacities, to sign any Form N-4 registration statements and amendments thereto
for the Glenbrook Life and Annuity Company Variable Annuity Account and related
contracts 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 attorneys-in-fact, or his
substitutes, may do or cause to be done by virtue hereof.
October 28, 1996
----------------
Date
/s/KEVIN R. SLAWIN
------------------
Kevin R. Slawin
Vice President
