POWER OF ATTORNEY


             WITH RESPECT TO THE GLENBROOK LIFE AND ANNUITY COMPANY

                                AND THE FORM 10-K




Know all men by these presents that G. Craig Whitehead,  whose signature appears
below,  constitutes and appoints  Thomas J. Wilson,  II, and Michael J. Velotta,
and each of them, his attorneys-in-fact,  with power of substitution, and him in
any and all capacities,  to sign any reports and amendments thereto for the Form
10-K for Glenbrook Life and Annuity  Company 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 substitute or substitutes, may do or cause to be done
by virtue hereof.





March 24, 2000



/s/ G. CRAIG WHITEHEAD
----------------------------
G. Craig Whitehead
Director

<PAGE>


                                POWER OF ATTORNEY


             WITH RESPECT TO THE GLENBROOK LIFE AND ANNUITY COMPANY

                                AND THE FORM 10-K




Know all men by these  presents  that  Timothy N.  Vander Pas,  whose  signature
appears below,  constitutes  and appoints  Thomas J. Wilson,  II, and Michael J.
Velotta,  and each of them, his  attorneys-in-fact,  with power of substitution,
and him in any and all  capacities,  to sign any reports and amendments  thereto
for the Form 10-K for Glenbrook  Life and Annuity  Company 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  substitute or  substitutes,  may do or
cause to be done by virtue hereof.





March 24, 2000


/s/ TIMOTHY N. VANDER PAS
----------------------------
Timothy N. Vander Pas
Director

<PAGE>


                                POWER OF ATTORNEY


             WITH RESPECT TO THE GLENBROOK LIFE AND ANNUITY COMPANY

                                AND THE FORM 10-K




Know all men by these  presents that Kevin R. Slawin,  whose  signature  appears
below,  constitutes and appoints  Thomas J. Wilson,  II, and Michael J. Velotta,
and each of them, his attorneys-in-fact,  with power of substitution, and him in
any and all capacities,  to sign any reports and amendments thereto for the Form
10-K for Glenbrook Life and Annuity  Company 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 substitute or substitutes, may do or cause to be done
by virtue hereof.





March 24, 2000


/s/ KEVIN R. SLAWIN
----------------------------
Kevin R. Slawin
Director

<PAGE>


                                POWER OF ATTORNEY


             WITH RESPECT TO THE GLENBROOK LIFE AND ANNUITY COMPANY

                                AND THE FORM 10-K




Know all men by these  presents  that John R. Hunter,  whose  signature  appears
below,  constitutes and appoints  Thomas J. Wilson,  II, and Michael J. Velotta,
and each of them, his attorneys-in-fact,  with power of substitution, and him in
any and all capacities,  to sign any reports and amendments thereto for the Form
10-K for Glenbrook Life and Annuity  Company 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 substitute or substitutes, may do or cause to be done
by virtue hereof.





March 24, 2000


/s/ JOHN R. HUNTER
----------------------------
John R. Hunter
Director

<PAGE>


                                POWER OF ATTORNEY


             WITH RESPECT TO THE GLENBROOK LIFE AND ANNUITY COMPANY

                                AND THE FORM 10-K




Know all men by these  presents that Brent H. Hamann,  whose  signature  appears
below,  constitutes and appoints  Thomas J. Wilson,  II, and Michael J. Velotta,
and each of them, his attorneys-in-fact,  with power of substitution, and him in
any and all capacities,  to sign any reports and amendments thereto for the Form
10-K for Glenbrook Life and Annuity  Company 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 substitute or substitutes, may do or cause to be done
by virtue hereof.





March 24, 2000


/s/ BRENT H. HAMANN
----------------------------
Brent H. Hamann
Director

<PAGE>


                                POWER OF ATTORNEY


             WITH RESPECT TO THE GLENBROOK LIFE AND ANNUITY COMPANY

                                AND THE FORM 10-K




Know all men by these presents that Sarah R. Donahue,  whose  signature  appears
below,  constitutes and appoints  Thomas J. Wilson,  II, and Michael J. Velotta,
and each of them, his attorneys-in-fact,  with power of substitution, and him in
any and all capacities,  to sign any reports and amendments thereto for the Form
10-K for Glenbrook Life and Annuity  Company 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 substitute or substitutes, may do or cause to be done
by virtue hereof.





March 24, 2000


/s/ SARAH R. DONAHUE
----------------------------
Sarah R. Donahue
Director