POWER OF ATTORNEY
GLENBROOK LIFE AND ANNUITY COMPANY
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 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.
July 11, 2000
/s/ _______________________
Margaret G. Dyer
Director
<PAGE>
POWER OF ATTORNEY
GLENBROOK LIFE AND ANNUITY COMPANY
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 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.
July 11, 2000
/s/ _______________________________
Marla G. Friedman
Vice President and Director
<PAGE>
POWER OF ATTORNEY
GLENBROOK LIFE AND ANNUITY COMPANY
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 his in any and all capacities, to sign any registration
statements of Glenbrook Life and Annuity Company 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.
July 11, 2000
/s/ ________________________
John C. Lounds
Director
<PAGE>
POWER OF ATTORNEY
GLENBROOK LIFE AND ANNUITY COMPANY
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 his in any and all capacities, to sign any registration
statements of Glenbrook Life and Annuity Company 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.
July 11, 2000
/s/ ___________________________
J. Kevin McCarthy
Director
<PAGE>
POWER OF ATTORNEY
GLENBROOK LIFE AND ANNUITY COMPANY
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 his in any and all capacities, to sign any registration
statements of Glenbrook Life and Annuity Company 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.
July 11, 2000
/s/ __________________________________
Samuel H. Pilch
Vice President and Controller
<PAGE>
POWER OF ATTORNEY
GLENBROOK LIFE AND ANNUITY COMPANY
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 his in any and all capacities, to sign any registration
statements of Glenbrook Life and Annuity Company 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.
July 11, 2000
/s/ ___________________________
Kevin R. Slawin
Vice President
<PAGE>
POWER OF ATTORNEY
GLENBROOK LIFE AND ANNUITY COMPANY
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 his in any and all capacities, to sign any registration
statements of Glenbrook Life and Annuity Company 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.
July 11, 2000
/s/ ___________________________
Casey J. Sylla
Chief Investment Officer
<PAGE>
POWER OF ATTORNEY
GLENBROOK LIFE AND ANNUITY COMPANY
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 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.
July 11, 2000
/s/ _____________________________
Michael J. Velotta
Director and Vice President,
Secretary and General Counsel
<PAGE>
POWER OF ATTORNEY
GLENBROOK LIFE AND ANNUITY COMPANY
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 his in any and all capacities, to sign any registration
statements of Glenbrook Life and Annuity Company 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.
July 11, 2000
/s/ __________________________________
Steven C. Verney
Director
<PAGE>
POWER OF ATTORNEY
GLENBROOK LIFE AND ANNUITY COMPANY
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 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.
July 11, 2000
/s/ _____________________________
Thomas J. Wilson, II
Director and President and
Chief Executive Officer
