POWER OF ATTORNEY

                                      WITH RESPECT TO

                             GLENBROOK LIFE AND ANNUITY COMPANY

        Know all men by these presents that the undersigned director 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 each of
said attorney-in-fact and agent, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

February 4, 2003

/s/ CASEY J. SYLLA
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Casey J. Sylla
Director, President and Chief Executive Officer