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As filed with the Securities and Exchange Commission on March 5, 2004

Registration No. 333-112249

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ALLSTATE LIFE GLOBAL FUNDING
(As depositor of the trusts described herein)
(Exact Name of Registrant as Specified in Its Charter)
 Delaware
(State of Organization)
 Not Applicable
(I.R.S. Employer Identification Number)
 6525 Morrison Boulevard, Suite 318
Charlotte, NC 28211
(704) 365-0569
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)		   ALLSTATE LIFE INSURANCE COMPANY
(As issuer of the funding agreements described herein)
(Exact Name of Registrant as Specified in Its Charter)
 Illinois
(State of Organization)
 36-2554642
(I.R.S. Employer Identification Number)
 3100 Sanders Road
Northbrook, IL 60062
(847) 402-5000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Douglas K. Johnson
President of AMACAR Pacific Corp.,
Administrator of Allstate Life Global Funding
and Allstate Life Global Funding Trusts
6525 Morrison Boulevard
Suite 318
Charlotte, NC 28211
(704) 365-0569		   Michael J. Velotta
Senior Vice President, General Counsel
and Secretary of Allstate Life Insurance Company
3100 Sanders Road
Northbrook, IL 60062
(847) 402-5000
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agents For Service with Respect to the Registrants)
Copies to:
John M. Schwolsky
Joseph L. Seiler III
Gary Apfel
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, NY 10019
(212) 424-8500		   Richard G. Clemens
Anthony J. Ribaudo
Sidley Austin Brown & Wood LLP
10 South Dearborn Street
Chicago, Illinois 60603
(312) 853-7000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.

        If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box.    o

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    ý

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered
   Amount To
Be Registered(1)
   Proposed Maximum
Aggregate Price
Per Unit
   Proposed Maximum
Aggregate
Offering Price(2)
   Amount of
Registration Fee
Secured Medium Term Notes   $4,000,000,000   100%   $4,000,000,000        $323,600(3)
Funding Notes(4)   $4,000,000,000   100%   $4,000,000,000(4)   None(4)
Funding Agreements(4)   $4,000,000,000   100%   $4,000,000,000(4)   None(4)

        Or, if any securities are (a) denominated or payable in a foreign or composite currency or currencies, such principal amount as shall result in an aggregate initial offering price equivalent to $4,000,000,000, at the time of initial offering, (b) issued at an original issue discount, such greater principal amount as shall result in an aggregate initial offering price of $4,000,000,000, or (c) issued with their principal amount payable at maturity to be determined with reference to a currency exchange rate or other index, such principal amount as shall result in an aggregate initial offering price of $4,000,000,000.

(1)
The amount of securities being registered represents the maximum aggregate principal amount of securities which, on January 27, 2004, are expected to be offered for sale.

(2)
Estimated solely for the purpose of determining the amount of the registration fee.

(3)
$276,000 of the total registration fee of $323,600 was paid in connection with the registration statement on Form S-3 (File No. 333-101424), originally filed on November 22, 2002 and withdrawn on June 11, 2003, and $47,600 of the total registration fee of $323,600 was paid on January 27, 2004 prior to the initial filing of this registration statement.

(4)
Registered solely pursuant to Rule 140 under the Securities Act. $4,000,000,000 is the estimated maximum aggregate offering price of all the securities being registered.

        The registrants hereby amend this registration statement on a date necessary to delay their effectiveness until the registrants file a further amendment specifically stating that this registration statement will become effective according to Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on the date the Commission determines.


EXPLANATORY NOTE

        This registration statement contains:

        Each offering of a series of notes made under this registration statement will be made pursuant to:

        "Allstate LifeSM" is a registered service mark of Allstate Insurance Company.

        "CoreNotes®" is a registered service mark of Merrill Lynch & Co., Inc.

The information in this prospectus supplement is not complete and may be changed. Neither the depositor nor the trusts may sell these securities until the registration statement filed with the SEC is effective. This prospectus supplement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer of or sale is not permitted or would require registration or qualification under the securities laws of the jurisdiction.

Subject to Completion
Preliminary Prospectus Supplement dated                        , 2004

P R O S P E C T U S    S U P P L E M E N T
(To Prospectus dated                          )

        $4,000,000,000
Allstate Life Global Funding
Depositor
Secured Medium Term Notes
Due Between Nine Months and 30 Years From the Date of Issue
Issued Through
Allstate Life Global Funding Trusts

        Allstate Life Global Funding (the "depositor" or "Global Funding") is a statutory trust formed under the laws of the State of Delaware. Its sole purpose is to facilitate the programs for the issuance of one or more series of secured medium term notes, which are referred to in this prospectus supplement as "notes". Each series of notes will be issued by a separate newly created Delaware statutory trust (each, a "trust"). Allstate Life Global Funding will be the sole beneficial owner of each trust that is formed. The notes may have an aggregate principal amount of up to $4,000,000,000 or the equivalent amount in one or more foreign or composite currencies.

        The specific terms of each series of notes will be set forth in a separate pricing supplement.

        The notes of each series:


        Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page S-11.

        Neither the Securities and Exchange Commission, any state securities commission nor any state insurance commission has approved or disapproved of these securities or determined if this prospectus supplement, the accompanying prospectus or any pricing supplement is truthful or complete. Any representation to the contrary is a criminal offense.

Merrill Lynch & Co.
         A.G. Edwards & Sons, Inc.
                 Banc of America Securities LLC
                               Banc One Capital Markets, Inc.
                                         Barcl ays Capital
                                                     Citigroup
                                                                Credit Suisse First Boston
                                                                           Deutsche Bank Securities
                                                                                       Goldman, Sachs & Co.
                                                                                                  JPMorgan
                                                                                                             Lehman Brothers
                                                                                                                        Morgan Stanley
                                                                                                                                    UBS Investment Bank

Wachovia Securities

The date of this prospectus supplement is                        , 2004.


TABLE OF CONTENTS

 
   Page
Prospectus Supplement
Forward-Looking Statements   S-1
About This Prospectus Supplement and the Pricing Supplements   S-2
Summary   S-3
Risk Factors   S-11
Allstate Life Global Funding Trusts   S-18
Allstate Life Global Funding   S-18
Allstate Life Insurance Company   S-19
Description of the Notes   S-20
Global Clearance and Settlement Procedures   S-46
Special Provisions Relating to Foreign Currency Notes   S-48
Description of the Funding Agreements   S-50
United States Federal Income Tax Considerations   S-51
Plan of Distribution   S-62

Prospectus
Forward-Looking Statements   1
About This Prospectus   2
Available Information   2
Incorporation of Documents by Reference   3
Description of Allstate Life Global Funding and the Trusts   4
Description of Allstate Life Insurance Company   6
Ratio of Earnings to Fixed Charges   7
Use of Proceeds   7
Description of the Notes   8
Description of the Indentures   9
Description of the Funding Notes   19
Description of the Funding Agreements   20
Description of Support and Expenses Agreements   25
Description of Administrative Services Agreements   26
ERISA Considerations   27
Plan of Distribution   30
Legal Opinions   30
Experts   31

        The trusts may sell the notes to one or more of the agents referred to below (collectively, the "Agents") as principals for resale at varying or fixed offering prices or through the applicable Agent(s) as agents using their reasonable efforts on behalf of each issuing trust. The trusts may also sell notes directly to investors without the assistance of any Agent. Unless otherwise specified in the applicable


pricing supplement, any note sold to an Agent as principal will be purchased by that Agent at a price equal to 100% of the principal amount thereof less a percentage of the principal amount equal to the commission applicable to an agency sale of a note of identical maturity. Unless otherwise specified in the applicable pricing supplement, each trust will pay a commission to an Agent, ranging from ..150% to .875% of the principal amount of each note, depending upon its stated maturity, sold through that Agent as its agent.

        You should rely on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and each applicable pricing supplement. Neither the registrants nor any Agent has authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. Neither the registrants nor any Agent is making an offer to sell the notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and the applicable pricing supplement is accurate only as of its respective date.



FORWARD-LOOKING STATEMENTS

Allstate Life

        This prospectus supplement, the accompanying prospectus and each applicable pricing supplement may include forward-looking statements of Allstate Life. These forward-looking statements are not statements of historical fact but rather reflect Allstate Life's current expectations, estimates and predictions about future results and events. These statements may use words such as "anticipate," "believe," "estimate," "expect," "intend," "predict," "project" and similar expressions as they relate to Allstate Life or its management. When Allstate Life makes forward-looking statements, Allstate Life is basing them on its management's beliefs and assumptions, using information currently available to Allstate Life. These forward-looking statements are subject to risks, uncertainties and assumptions, including but not limited to, risks, uncertainties and assumptions discussed in this prospectus supplement, the accompanying prospectus and in each applicable pricing supplement. Factors that can cause or contribute to these differences include those described under the heading "Risk Factors" in this prospectus supplement. Allstate Life undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

        If one or more of these or other risks or uncertainties materialize, or if Allstate Life's underlying assumptions prove to be incorrect, actual results may vary materially from what Allstate Life projected. Any forward-looking statements of Allstate Life you read in this prospectus supplement, the accompanying prospectus or any pricing supplement reflect Allstate Life's current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to Allstate Life's operations, results of operations, growth strategy and liquidity. All subsequent written and oral forward-looking statements attributable to Allstate Life or individuals acting on Allstate Life's behalf are expressly qualified in their entirety by this section. You should specifically consider the factors identified in this prospectus supplement, the accompanying prospectus and each applicable pricing supplement which could cause actual results to differ before making an investment decision.

Global Funding and the Trusts

        This prospectus supplement, the accompanying prospectus and each applicable pricing supplement may include forward-looking statements of Global Funding and the trusts. These forward-looking statements are subject to risks, uncertainties and assumptions, including but not limited to, risks, uncertainties and assumptions discussed in this prospectus supplement, the accompanying prospectus and in each applicable pricing supplement. Global Funding does not, and the trusts will not, undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

        You should specifically consider the factors identified in this prospectus supplement, the accompanying prospectus and each applicable pricing supplement before making an investment decision. Global Funding and the issuing trusts are not currently entitled to the safe harbors contained in Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Therefore, forward-looking statements of Global Funding and the issuing trusts in this prospectus supplement and the accompanying prospectus are not currently and will never be entitled to these safe harbors.

S-1


ABOUT THIS PROSPECTUS SUPPLEMENT AND THE PRICING SUPPLEMENTS

        This document is a prospectus supplement and supplements a prospectus which is part of a registration statement filed with the Securities and Exchange Commission (the "SEC") by Allstate Life Global Funding and Allstate Life Insurance Company (the "registrants"). This prospectus supplement provides you with a general description of the notes that each trust may offer in connection with the secured medium term notes program described in this prospectus supplement and the accompanying prospectus (this "program") and supplements the description of the notes contained in the accompanying prospectus. The trusts may sell these notes with a total initial public offering price or purchase price of up to $4,000,000,000 or the equivalent amount in one or more foreign currencies, less any amount of notes previously issued by the trusts under this program or pursuant to a separate prospectus supplement that relates to the Allstate LifeSM CoreNotes® program pursuant to which the notes may be offered by the trusts from time to time primarily to retail investors (the "Allstate LifeSM CoreNotes® program").

        The specific terms and conditions of notes being sold will be contained in a pricing supplement. A copy of that pricing supplement will be provided to you along with a copy of this prospectus supplement and the accompanying prospectus. That pricing supplement also may add, update, supplement or clarify information in this prospectus supplement and the accompanying prospectus. You should carefully review such additional, updated, supplemental or clarifying information contained in the pricing supplement. You should read this prospectus supplement and the accompanying prospectus and the pricing supplement together with the additional information that is incorporated by reference in this prospectus supplement and the accompanying prospectus. That additional information is described under the heading "Incorporation of Documents by Reference" in the accompanying prospectus.

        In connection with the issuance of any series of notes, the Agents have reserved the right to appoint one of them to act as a stabilizing agent. Such appointment will be disclosed in the applicable pricing supplement. In connection with the issuance of any series of notes, the stabilizing agent or any person acting on its behalf may over-allot or effect transactions with a view to supporting the market price of the notes at a level higher than that which might otherwise prevail for a limited period. However, there is no obligation on the stabilizing agent or any other person acting on its behalf to do this. Such stabilizing, if commenced, may be discontinued at any time and must be brought to an end after a limited period. Any such stabilizing shall be conducted in compliance with all relevant laws, rules and regulations. For a description of these activities, see "Plan of Distribution".

        In this prospectus supplement, references to the "depositor" and "Global Funding" are to Allstate Life Global Funding. References to the "trusts" are to Allstate Life Global Funding Trusts. References to an "issuing trust" are to a trust with respect to the series of notes issued and sold to the public by that trust. These references are not to Allstate Life Insurance Company. In this prospectus supplement, references to "Allstate Life" are to Allstate Life Insurance Company.

        In this prospectus supplement, references to "United States dollars," "U.S. dollars" or "$" are to lawful currency of the United States of America, and references to "Euro" are to the currency introduced at the start of the third stage of the European economic and monetary union pursuant to the treaty establishing the European Community, as amended.

S-2



SUMMARY

        This section summarizes certain of the legal and financial terms of the notes that are described in more detail in "Description of the Notes" beginning on page S-            and other information described elsewhere in this prospectus supplement or in the accompanying prospectus. Final terms of any particular series of notes will be set at the time of sale and will be contained in the pricing supplement relating to that series of notes. That pricing supplement may add to, update, supplement or clarify the terms contained in this summary. In addition, you should read the more detailed information appearing elsewhere in the accompanying prospectus, this prospectus supplement and the applicable pricing supplement.

The Trusts   Each series of notes will be issued by a separate newly created Delaware statutory trust (each, a "trust") formed by Allstate Life Global Funding, as trust beneficial owner, AMACAR Pacific Corp., as administrator (the "administrator"), and Wilmington Trust Company, as Delaware trustee (the "Delaware trustee"), pursuant to the filing of a certificate of trust and the execution of a trust agreement. Each trust agreement pursuant to which various trusts may be formed from time to time to issue notes is referred to in this prospectus supplement as a "trust agreement". Allstate Life Global Funding will be the sole beneficial owner of each trust that is formed.

Depositor
 
Allstate Life Global Funding is the depositor of the funding agreements into the issuing trusts.

Purposes of Depositor and Trusts
 
The sole purpose of Global Funding is to facilitate the programs for the issuance of notes. The sole purpose of each trust is to issue the related series of notes to the public, which notes will be secured by one or more funding agreements issued by Allstate Life, and assigned absolutely to, and deposited into, the issuing trust by Global Funding. Each trust will use the net proceeds received from issuing its series of notes to acquire one or more funding agreements. Each trust will hold the collateral described below pertaining to its series of notes to fund its obligations under that series of notes. Each trust will pledge and collaterally assign the funding agreements held in that trust to the indenture trustee for the benefit of the holders of that trust's series of notes. Holders of notes of a series may only look to the funding agreement(s) and any other collateral held in, or pledged and collaterally assigned to the indenture trustee by, the issuing trust for payment on their notes and not to the assets held in any other trust.

 
 
No trust will be affiliated with Allstate Life.
         

S-3


Allstate Life Can Issue Medium Term Notes and Funding Agreements Directly to Investors
 
Allstate Life is able to issue its own medium term notes directly to investors and does issue funding agreements directly to qualified investors. However, by securing each trust's notes with one or more of Allstate Life's funding agreements, such trust's notes are secured by an asset that would have a higher priority in insolvency than unsecured medium term notes of Allstate Life and may be entitled to receive a higher investment rating than unsecured medium term notes of Allstate Life. In addition, funding agreements are very difficult to transfer and have no active secondary market. By securing each trust's notes with one or more of Allstate Life's funding agreements, investors may be able to avail themselves of many of the benefits of Allstate Life's funding agreements while benefiting from the liquidity afforded by each trust's medium term notes.

Collateral; Status
 
The notes of a series will be secured by the right, title and interest of the issuing trust in and to (1) the funding agreement(s) held by that trust, (2) all proceeds of such funding agreement(s) and (3) all books and records pertaining to such funding agreement(s). In this prospectus supplement, references to "other collateral" are to items (2) and (3) above.

 
 
The notes of a series will be the unconditional, direct, non-recourse and unsubordinated obligations of the issuing trust and will rank equally among themselves. Each series of notes will be secured by and payable solely out of the assets of the issuing trust, and holders of such series of notes will have no right against the assets of Global Funding or the assets of any other trust.

 
 
Each series of notes may be accelerated in the payment of principal and outstanding interest if an event of default under the notes occurs. Upon the occurrence of an event of default, the indenture trustee (described below) on behalf of the holders of notes may only proceed against the collateral held in the issuing trust.

 
 
The notes of each series are not, and will not be, insurance contracts, insurance policies or funding agreements.

 
 
The notes are not obligations of Allstate Life, Global Funding or any other person or entity other than the trust that issued the relevant notes. The notes are not guaranteed by any person or entity. The notes will not benefit from any insurance guaranty fund coverage or any similar protection.

Funding Agreements
 
Each trust will use the net proceeds received from the offering of its series of notes to purchase from Global Funding one or more funding agreements issued by Allstate Life. The funding agreement(s) will have a principal amount equal to the principal amount of the related series of notes. The funding agreement(s) will otherwise have payment and other terms substantially similar to the related series of notes.
         

S-4


 
 
The funding agreements are unsecured obligations of Allstate Life, an Illinois stock life insurance company. In the event of insolvency of an Illinois insurance company, claims against the insurer's estate are prioritized pursuant to Section 5/205 of the Illinois Insurance Code. Under Section 5/205(1)(d) of the Illinois Insurance Code, claims by "policyholders, beneficiaries, and insureds, under insurance policies, annuity contracts, and funding agreements" receive payment prior to any distribution to general creditors not falling within any other priority class under the Illinois Insurance Code.

 
 
The registrants believe that in a properly prepared and presented case in a delinquency proceeding under Article XIII of the Illinois Insurance Code, 215 ILCS Section 5/187 et seq. (the "Illinois Liquidation Act"), the timely and properly filed claims of an owner under the funding agreement (with the possible exception of claims for Additional Amounts, as discussed below) would be entitled to distribution pari passu with claims made by other policyholders, beneficiaries, and insureds under other insurance policies, insurance contracts, annuities and funding agreements issued by Allstate Life, and the claims of the Illinois Life and Health Insurance Guaranty Association, and any similar organization in another state, in accordance with Section 5/205(1)(d) of the Illinois Liquidation Act, and an owner's claims under the funding agreement should not be recharacterized as other than the claims of a policyholder, beneficiary, or insured under an insurance policy, insurance contract, annuity or funding agreement.

 
 
The obligations of Allstate Life under any funding agreement will not be guaranteed by any person or entity.

 
 
If a funding agreement so provides, Allstate Life may be required to pay Additional Amounts (as such term is defined therein) to the indenture trustee as collateral assignee of the funding agreement. For a discussion regarding payment of Additional Amounts, see "Description of the Notes—Withholding Tax and Payment of Additional Amounts". Although such payments could be viewed as a claim under the funding agreements within the meaning of Section 5/205(1)(d), they may also be argued to be a separate payment obligation. Therefore, while in a proceeding before a court of competent jurisdiction the court might find that a claim for an Additional Amount constitutes a claim under a funding agreement, it also might find that such a claim is not a claim entitled to the priority afforded by Section 5/205(1)(d). If a claim for an Additional Amount does not constitute a claim entitled to the priority afforded by Section 5/205(1)(d), then in a properly prepared and presented case any claim for an Additional Amount would be entitled to the same priority as claims of general creditors of Allstate Life under Section 5/205(1)(g).
         

S-5


 
 
With respect to the issuance of any series of the notes, the aggregate amount of Allstate Life's liabilities that would rank pari passu with each funding agreement securing such series of notes is disclosed in the financial statements of Allstate Life contained in Allstate Life's most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the SEC, in each case as of the date of such financial statements. This amount appears in the Consolidated Statements of Financial Position as a liability under the line item entitled "Contractholder funds".

Indentures and Indenture Trustee
 
Each series of notes will be issued by the issuing trust pursuant to a separate indenture (each, an "indenture") to be entered into between the issuing trust and J.P. Morgan Trust Company, National Association, in its capacity as indenture trustee (including any successor, the "indenture trustee"). Each indenture will be subject to and qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The indenture trustee is not affiliated with the trusts, the depositor or Allstate Life.

Funding Notes
 
Each trust will use the net proceeds received from the issuance of the related series of notes to purchase a funding note (each, a "funding note") from Global Funding. Global Funding will use the net proceeds received from the sale of the related funding note to purchase one or more funding agreements issued by Allstate Life. Global Funding will immediately assign absolutely to, and deposit into, the issuing trust each such funding agreement, and the relevant funding note will be surrendered.

 
 
Each funding note will have a principal amount equal to the principal amount of the related series of notes. Each funding note will otherwise have payment and other terms substantially similar to the related series of notes, except that each funding note will contain a provision that makes it immediately cancelable upon the transfer by Global Funding of the related funding agreement(s) to the related issuing trust.

Ratings
 
Unless otherwise indicated in the applicable pricing supplement, each series of notes, the related funding note and the funding agreement(s) securing such series of notes will have an issue credit rating of            from Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. We expect the program to be rated            by Moody's Investors Service, Inc. ("Moody's"). If Moody's changes the program rating, the new program rating will be specified in the applicable pricing supplement. Notes of a series will be issued under the program only in the event that, at the time of issuance of such series of notes, at least one nationally recognized rating agency would assign an investment grade rating to such series of notes, the related funding note and the funding agreement(s) securing such series of notes.
         

S-6


Agents
 
Merrill Lynch, Pierce, Fenner & Smith Incorporated, A.G. Edwards & Sons, Inc., Banc of America Securities LLC, Banc One Capital Markets, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities Inc., Lehman Brothers Inc., Morgan Stanley & Co. Incorporated, UBS Securities LLC and Wachovia Securities L.L.C.

Secured Medium Term Notes Program
 
This prospectus supplement relates to notes that each trust may issue and sell to institutional investors under this secured medium term notes program.

Allstate LifeSM CoreNotes® Program
 
Included in the registration statement, of which this prospectus supplement is a part, is another prospectus supplement relating to notes that may be issued and sold to retail investors by one or more newly established Delaware statutory trusts under the related Allstate LifeSM CoreNotes® program. The terms of the Allstate LifeSM CoreNotes® are identical in all material respects to the terms of the notes to be sold under this program, as described in this prospectus supplement, except that the Allstate LifeSM CoreNotes®:

 
 
 
•
may not be issued as amortizing notes;

 
 
 
•
will be denominated in U.S. dollars only;

 
 
 
•
will not provide for the payment of additional amounts relating to any required withholding under any circumstances; and

 
 
 
•
may contain a survivor's option, permitting optional repayment of notes of a series of notes, subject to certain limitations, prior to maturity, if requested, following the death of the beneficial owner of notes of that series.

Amount
 
A maximum of $4,000,000,000 of notes, or the equivalent in one or more foreign currencies, may be issued in connection with this prospectus supplement, less any amount of notes previously issued under this program, the related Allstate LifeSM CoreNotes® program or otherwise under the accompanying prospectus.

Payment of Principal and Interest
 
Principal and interest payments, if any, on any series of notes will be made solely from the proceeds of one or more funding agreements, and any other collateral, securing such series of notes. Each series of notes may be interest bearing or non-interest bearing.

 
 
Each series of notes that bears interest may bear interest at either a fixed rate or a floating rate, or a combination of fixed and floating rates, as specified in the applicable pricing supplement.

 
 
A trust may issue amortizing notes that pay an amount in respect of both interest and principal amortized over the life of the note, if so specified in the applicable pricing supplement.
         

S-7


 
 
The principal amount of each note (other than amortizing notes) will be payable on its stated maturity date, repayment date or redemption date, as specified in the applicable pricing supplement, at the corporate trust office of the paying agent or any other place designated by the issuing trust.

 
 
Interest, if any, will be payable on the dates set forth in the applicable pricing supplement.

Interest Rate
 
Each fixed rate note will bear interest from its date of issue at the rate stated in the applicable pricing supplement until the principal is paid.

 
 
Each floating rate note will bear interest from the date of issue until the principal is paid at a rate determined by reference to an interest rate or interest rate formula, which may be adjusted by a spread and/or spread multiplier (each as more fully described under "Description of the Notes"). The pricing supplement will designate one or more of the following base rates, along with the index maturity for that base rate:

 
 
 
•
the CD Rate,

 
 
 
•
the CMT Rate,

 
 
 
•
the Commercial Paper Rate,

 
 
 
•
the Eleventh District Cost of Funds Rate,

 
 
 
•
the Federal Funds Rate,

 
 
 
•
LIBOR,

 
 
 
•
EURIBOR,

 
 
 
•
the Prime Rate,

 
 
 
•
the Treasury Rate, or

 
 
 
•
such other base rate or interest rate formula as may be set forth in the applicable pricing supplement.

Redemption and Repayment
 
A trust will redeem its series of notes if Allstate Life redeems each funding agreement securing such series of notes. Except as otherwise specified in the accompanying prospectus, this prospectus supplement or the applicable pricing supplement, the funding agreement(s) securing a series of notes will not be redeemable by Allstate Life, and a series of notes will not be repayable at the option of the holders prior to its stated maturity date. Unless otherwise specified in the applicable pricing supplement, the notes will not be subject to any sinking fund.

Maturities
 
Each series of notes will mature nine months to 30 years from its date of original issuance. Each series of notes will have the same maturity date as the related funding agreement(s).
         

S-8


Currencies and Denominations
 
Unless otherwise specified in the applicable pricing supplement, notes will be denominated in U.S. dollars and will be issued and sold in denominations of $1,000 and integral multiples of $1,000 in excess thereof.

Listing
 
Unless otherwise specified in the applicable pricing supplement, a series of notes will not be listed on any securities exchange.

Forms of Notes
 
Each series of notes will be issued in fully registered form and, unless otherwise specified in the applicable pricing supplement, will be initially represented by one or more book-entry notes registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"), as depositary, or in the name of a common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") or Clearstream Banking, societe anonyme ("Clearstream Luxembourg"), in each case as depositary, or by one or more definitive notes. Each book-entry note will be held by the indenture trustee as custodian for the applicable depositary.

Clearing Systems
 
Unless otherwise specified in the applicable pricing supplement, the notes will be cleared through DTC.

Administration of Global Funding and the Trusts
 
Wilmington Trust Company, a Delaware banking corporation, will initially be the sole trustee of Global Funding and each trust. The Delaware trustee will not be obligated in any way to make payments under or in respect of any notes, any funding notes or any funding agreements. The Delaware trustee is not affiliated with Allstate Life or the indenture trustee.

 
 
AMACAR Pacific Corp. will initially be the administrator of Global Funding and each trust. The administrator will not be obligated in any way to make any payments under or in respect of the notes, any funding notes or any funding agreements. The administrator is not affiliated with Allstate Life or the indenture trustee.

 
 
Allstate Life and Global Funding entered into a support and expenses agreement dated as of            (the "depositor support agreement"). Pursuant to the depositor support agreement, Allstate Life agreed, among other things, to pay certain costs and expenses relating to the offering, sale and issuance of each funding note and certain costs, expenses and taxes incurred by Global Funding. Pursuant to the depositor trust agreement, Allstate Life also agreed to indemnify the indenture trustee, the Delaware trustee, the administrator and each other service provider, as well as Global Funding, with respect to certain matters.
         

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In connection with the issuance of a series of notes, Allstate Life and the issuing trust will enter into a support and expenses agreement (each, a "support agreement"). Under each support agreement, Allstate Life will agree to pay certain costs and expenses relating to the offering, sale and issuance of the applicable series of notes and certain costs, expenses and taxes incurred by the issuing trust. Pursuant to each support agreement, Allstate Life will also agree to indemnify the indenture trustee, the Delaware trustee, the administrator and each other service provider, as well as the issuing trust, with respect to certain matters.

Governing Law
 
The notes, each indenture and each funding note will be governed by, and construed in accordance with, the laws of the State of New York. The depositor trust agreement is, and each trust agreement will be, governed by, and construed in accordance with, the laws of the State of Delaware. The funding agreements will be governed by the laws of the State of Illinois.

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RISK FACTORS

        Your investment in the notes includes risks. In consultation with your own financial and legal advisers, you should carefully consider, among other matters, the following discussion of risks before deciding whether an investment in the notes is suitable for you. The notes are not an appropriate investment for you if you do not understand their significant components and/or financial matters. You should also consult the discussion of risk factors set forth in Allstate Life's Annual Report on Form 10-K for the year ended December 31, 2002, which is incorporated into this prospectus supplement and the accompanying prospectus by reference.

Risk Factors Relating to the Depositor and the Trusts

        The ability of a trust to make timely payments with respect to the related series of notes is principally dependent upon Allstate Life making the related payments under each relevant funding agreement. Each trust is a special purpose statutory trust formed for the purpose of the issuance of the related series of notes. The obligations under a series of notes will be secured by and payable solely from the collateral held in the issuing trust. No series of notes will have any right to receive payments from the collateral related to any other series of notes.

        The notes are not obligations of Allstate Life, Global Funding or any other person or entity other than the issuing trust. The notes are not guaranteed by any person or entity. Except pursuant to the terms of the funding agreement(s) included in the collateral for each series of notes, none of these entities nor any agent, trustee or beneficial owner of Global Funding or the trusts, in respect of any trust, is under any obligation to provide funds or capital to Global Funding or the trusts or with respect to any series of notes issued by the trusts. The net worth of Global Funding on the date hereof is approximately $1,000 and is not expected to increase materially. The net worth of each trust is expected to be minimal.

        Global Funding is and the trusts will be special purpose statutory trusts organized under the laws of the State of Delaware. Global Funding exists for the sole purpose of facilitating the programs for the issuance of notes. Each trust will exist for the exclusive purposes of: issuing and selling one series of notes to investors; using the net proceeds from the sale of series of notes to acquire the related collateral, including one or more funding agreements; and engaging in other activities necessary or incidental thereto. As of the date hereof, Global Funding has, and as of the date of issue of any series of notes, the issuing trust will have, no prior operating history.

Risk Factors Relating to the Notes

        The obligations under the notes of a series are non-recourse obligations payable solely from the applicable collateral constituting the assets of the issuing trust. If any event of default shall occur under any series of the notes, the rights of the holders of the notes of such series and the indenture trustee, on behalf of such holders, will be limited to a proceeding against the applicable collateral. None of such holders or the indenture trustee will have the right to proceed against the collateral related to any

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other series of notes, Global Funding, any other trust or any of Allstate Life, its officers, directors, affiliates, employees or agents or any of the trustees, beneficial owners or agents, or any of their respective officers, directors, affiliates, employees or agents in the case of any judgment in which there is deficiency remaining after foreclosure of any property included in such collateral. If an event of default shall have occurred under a series of notes, the indenture trustee will be entitled to have its fees and expenses paid solely from the collateral of such series of notes before holders of the notes of such series receive payment of the amounts then due and owing with respect to their notes; provided, that such priority of the indenture trustee over the holders of the notes of a series will be limited to an aggregate amount of no more than $250,000 for all series of notes. All claims of the holders of a series of notes in excess of amounts received from the related collateral will be extinguished. In addition, in certain circumstances an event of default under a series of notes may not constitute an event of default under the applicable funding agreement(s). In that event, it is possible that the obligations under any series of notes may be accelerated while the obligations of Allstate Life under the applicable funding agreement(s) may not be similarly accelerated. If this occurs, the indenture trustee may have no or limited ability to proceed against the applicable funding agreement(s) and the related collateral and holders of the notes may not be paid in full, or in a timely manner upon such acceleration. See "Description of the Indentures—Events of Default" in the accompanying prospectus.

        Since Allstate Life will be the sole obligor under the funding agreements, the ability of a trust to meet its obligations, and your ability to receive payments from such trust, with respect to a particular series of notes, will be principally dependent upon Allstate Life's ability to perform its obligations under each applicable funding agreement held by the issuing trust. Despite this, you will have no direct contractual rights against Allstate Life under any such funding agreement. Pursuant to the terms of each funding agreement, recourse rights to Allstate Life will belong to the issuing trust, its successors and permitted assignees. In connection with the offering and sale of a series of notes, the issuing trust will pledge, collaterally assign and grant a security interest in the collateral for such series of notes to the indenture trustee on behalf of the holders of the applicable series of notes and the other persons identified in the relevant indenture. Recourse to Allstate Life under each such funding agreement will be enforceable only by the indenture trustee as a secured party on behalf of holders of such series of notes and the other persons identified in the relevant indenture. Accordingly, if Allstate Life fails to perform its obligations under the applicable funding agreement(s), your ability to receive payments from the issuing trust would be materially and adversely affected.

        Nonetheless, since Allstate Life is a registrant, purchasers of notes may be able to proceed directly against Allstate Life to enforce their rights under the Federal securities laws and their rights under the Federal securities laws will be no different than if they purchased the underlying funding agreements directly from Allstate Life.

        The laws and regulations of each state of the United States and the District of Columbia (the "covered jurisdictions") contain broad definitions of the activities that may constitute the conduct of the business of insurance in such jurisdictions. Because the primary asset of each trust will be one or more funding agreements issued by Allstate Life, which will be sold to, and deposited into, the issuing trust by Global Funding, it is possible that a trust's issuance of notes, Global Funding's issuance of the related funding note or the performance of the issuing trust's obligations under the notes, including the payment or prepayment of amounts due under the notes, or the purchase, resale or assignment of the notes by any investor or any person who acquires the notes directly or indirectly from such investor

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        This could, among other effects, require such persons to be subject to regulatory licensure or other qualifications and levels of compliance that cannot practically be achieved. Failure to comply with such requirements could subject any such person to regulatory penalties. In the event Global Funding or any trust is subject to any such penalties or any other liabilities resulting from such regulation, the ability of holders to receive payment under the notes could be materially and adversely affected. In addition, any such failure to comply or the threat of any such regulation could reduce liquidity with respect to the notes, prevent an investor from transferring notes and reduce the marketability and market value of the notes. Therefore, any such regulation or threat of regulation by any one or more covered jurisdictions could result in an investor either being unable to liquidate its investment in the notes or, upon any such liquidation, receiving a value significantly less than the initial investment in the notes.

        The Illinois Department of Insurance has confirmed that it does not consider the sale of publicly offered funding agreement backed medium term notes to violate the Illinois Insurance Code. In addition, the Illinois Department of Insurance has approved the form of funding agreement to be used in connection with the offering of notes.

        Based primarily upon communications with the staff of the insurance regulatory bodies in most states and advice of LeBoeuf, Lamb, Greene & MacRae, L.L.P., Allstate Life and Global Funding believe that:

        There are, however, wide variations in the insurance laws of the covered jurisdictions, subtle nuances in their application, and a general absence of any consistent pattern of interpretation or enforcement. Insurance regulatory authorities have broad discretionary powers in administering the insurance laws, including the authority to modify or withdraw a regulatory interpretation, impose new rules, and take a position contrary to Allstate Life's. In addition, state courts are not bound by any regulatory interpretations and could take a position contrary to Allstate Life's. Consequently, there can be no assurance that the purchase, resale or assignment of the notes or the funding notes will not subject the parties to such transaction to regulation or enforcement proceedings under the insurance laws of one or more covered jurisdictions.

        If a trust is obligated to withhold or deduct any taxes or pay any additional amount (as defined in "Description of the Notes—Withholding Tax and Payment of Additional Amounts") with respect to any payment on the notes of a series to non-U.S. Holders, or if there is a material probability that the issuing trust will become obligated to withhold or deduct any such taxes or pay any additional amount (in the opinion of independent legal counsel selected by Allstate Life), in each case pursuant to a change in or amendment to any United States tax laws or any regulation or ruling thereunder or any change in the position of the Internal Revenue Service regarding the application or interpretation thereof, then Allstate Life, pursuant to the terms of the relevant funding agreement(s), may terminate

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the relevant funding agreement(s). If Allstate Life terminates the relevant funding agreement(s), the issuing trust will redeem the particular series of notes by giving not less than 30 nor more than 75 days' notice. Upon such redemption, the trust will pay holders of such series of notes the outstanding amounts then due and owing with respect to their notes. If a trust redeems your notes, you may not be able to invest the redemption proceeds in a comparable security at an interest rate equal to the interest rate on your notes being redeemed.

        Payments of the principal of and any interest on a series of notes will be made solely from the payments the issuing trust receives under the applicable funding agreement(s). Unless otherwise specified in this prospectus supplement or the applicable pricing supplement, Allstate Life will not pay any Additional Amounts (as defined in the applicable funding agreement) in respect of a funding agreement to compensate for any withholding or deduction for or on account of any present or future taxes, duties, levies, assessments or governmental charges of whatever nature imposed or levied on payments in respect of a funding agreement, by or on behalf of any governmental authority and each holder of a note of the related series of notes will be deemed for all purposes to have received cash in an amount equal to the portion of such withholding or deduction that is attributable to such holder's interest in the notes, as equitably determined by the issuing trust. Under this circumstance, the issuing trust will not actually pay, or cause to be paid, to such holder all of the amounts which would have been receivable by such holder in the absence of such taxes, duties, levies, assessments or other governmental charges.

        If your notes are redeemable at the option of the issuing trust, it may choose to redeem your notes at times when prevailing interest rates are relatively low. In addition, if your notes are subject to mandatory redemption, the issuing trust may be required to redeem your notes also at times when prevailing interest rates are relatively low. As a result, you may not be able to reinvest the redemption proceeds in a comparable security at an interest rate equal to the interest rate on your notes being redeemed.

        Upon issuance, the notes of a series will not have an established trading market. No assurance can be given that a trading market for your notes will ever develop or be maintained if developed. In addition to the creditworthiness of Allstate Life and the issuing trust, many factors affect the trading market for, and trading value of, your notes. These factors include:

        There may be a limited number of buyers if you decide to sell your notes. This may affect the price you receive for your notes or your ability to sell your notes at all. In addition, notes that are

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designed for specific investment objectives or strategies often experience a more limited trading market and more price volatility than those not so designed. You should not purchase notes unless you understand and know you can bear all of the investment risks involving your notes.

        If you invest in notes that are denominated and/or payable in a currency other than U.S. dollars, which are referred to in this prospectus supplement as "foreign currency notes," you will be subject to significant risks not associated with an investment in a debt security denominated and payable in U.S. dollars. These risks include the possibility of material changes in the exchange rate between U.S. dollars and the applicable foreign currency and the imposition or modification of exchange controls by the applicable governments. The trusts will have no control over the factors that generally affect these risks, including economic, financial and political events and the supply and demand for the applicable currencies. Moreover, if payments on your foreign currency notes are determined by reference to a formula containing a multiplier or leverage factor, the effect of any change in the exchange rates between the applicable currencies will be magnified. In recent years, exchange rates between certain currencies have been highly volatile and volatility between these currencies or with other currencies may be expected in the future. Fluctuations between currencies in the past are not necessarily indicative, however, of fluctuations that may occur in the future. Depreciation of your payment currency would result in a decrease (1) in the equivalent yield in U.S. dollars of your foreign currency notes, (2) in the U.S. dollar equivalent value of the principal and any premium payable at maturity or any earlier redemption of your foreign currency notes and (3) generally, in the U.S. dollar equivalent market value of your foreign currency notes.

        Governmental exchange controls could affect exchange rates and the availability of the payment currency for your foreign currency notes on a required payment date. Even if there are no exchange controls, it is possible that your payment currency will not be available on a required payment date for circumstances beyond the control of the issuing trust. In these cases the issuing trust will be allowed to satisfy the obligations in respect of your foreign currency notes in U.S. dollars.

        Each series of notes will be rated by at least one nationally recognized statistical rating organization. The ratings of such notes will primarily reflect the financial strength of Allstate Life and will change in accordance with the rating of Allstate Life's financial strength and with any change in the priority status under Illinois law of funding agreements. Any rating is not a recommendation to purchase, sell or hold any particular security, including the notes. Such ratings do not comment as to market price or suitability for a particular investor. In addition, there can be no assurance that a rating will be maintained for any given period of time or that a rating will not be lowered or withdrawn in its entirety. The ratings of the medium term note program described in this prospectus supplement, the Allstate LifeSM CoreNotes® program and each series of notes may not reflect the potential impact of all risks related to structure and other factors on any trading market for, or trading value of, your notes.

        If market interest rates increase above the interest rate of notes bearing interest at a fixed rate, such notes bearing interest at a fixed rate generally decline in value because debt instruments of the same face value priced at market interest rates will yield higher income. Consequently, if you purchase fixed rate notes and market interest rates increase above the fixed interest rate on the notes you have purchased, the market value of your notes may decline. Allstate Life can give no assurance regarding the future level of market interest rates.

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        If you purchase discount notes, the amount payable to you upon early redemption, repayment or acceleration of these notes may be less than the principal amount thereof plus accrued and unpaid interest. The amount payable will be determined by the formula set forth in this prospectus supplement or pricing supplement.

Risk Factors Relating to the Collateral

        The primary assets of each trust will be one or more funding agreements, and payments on the notes of a series will principally depend on payments under each related funding agreement(s). In addition, each trust will grant a security interest in, pledge and assign as collateral each funding agreement it acquires with the proceeds from the offering of a series of notes together with the related collateral to the indenture trustee, on behalf of the holders of the notes of such series and other persons specified in the relevant indenture, to secure the obligations under that series of notes.

        In the event of insolvency of an Illinois insurance company, claims against the insurer's estate are prioritized pursuant to Section 5/205 of the Illinois Insurance Code. Under Section 5/205(1)(d) of the Illinois Insurance Code, claims by "policyholders, beneficiaries, and insureds, under insurance policies, annuity contracts, and funding agreements" receive payment prior to any distribution to general creditors not falling within any other priority class under the Illinois Insurance Code. The funding agreements are unsecured obligations of Allstate Life.

        Lord, Bissell & Brook, special Illinois insurance regulatory counsel of Allstate Life, has opined that, subject to the limitations, qualifications and assumptions set forth in its opinion letter, in a properly prepared and presented case, (1) in a delinquency proceeding under Article XIII of the Illinois Insurance Code, 215 ILCS Section 5/187 et seq. (the "Illinois Liquidation Act"), the timely and properly filed claims of an owner under the funding agreement (with the possible exception of claims for Additional Amounts, as discussed below) would be entitled to distribution pari passu with claims made by other policyholders, beneficiaries, and insureds under other insurance policies, insurance contracts, annuities and funding agreements issued by Allstate Life, and the claims of the Illinois Life and Health Insurance Guaranty Association, and any similar organization in another state, in accordance with Section 5/205(1)(d) of the Illinois Liquidation Act, and (2) an owner's claims under the funding agreement should not be recharacterized as other than the claims of a policyholder, beneficiary, or insured under an insurance policy, insurance contract, annuity or funding agreement.

        In the absence of controlling judicial precedents, the opinion of Lord, Bissell & Brook is based on a reasoned analysis of Illinois statutes, as well as application of other states' judicial decisions involving similar or analogous circumstances. Investors should note that in the event of the insolvency of an insurance company, however, the judicial application of statutes governing the distribution of the insurer's general assets has typically proceeded on a case-by-case basis.

        If a funding agreement so provides, Allstate Life may be required to pay Additional Amounts (as such term is defined therein) to the indenture trustee as collateral assignee of the funding agreement. Although such payments could be viewed as a claim under the funding agreements within the meaning

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of Section 5/205(1)(d), they may also be argued to be a separate payment obligation. Therefore, while in a proceeding before a court of competent jurisdiction, the court might find that a claim for an Additional Amount constitutes a claim under a funding agreement, it also might find that such a claim is not a claim entitled to the priority afforded by Section 5/205(1)(d). Lord, Bissell & Brook has opined that if a claim for an Additional Amount does not constitute a claim entitled to the priority afforded by Section 5/205(1)(d), then in a properly prepared and presented case any claim for an Additional Amount would be entitled to the same priority as claims of general creditors of Allstate Life under Section 5/205(1)(g). Accordingly, in the event of the insolvency of Allstate Life, your claim for any payments of Additional Amounts may be subordinated to claims for other amounts under the applicable funding agreement.

        Under the Internal Revenue Code of 1986, as amended (the "Code"), United States Federal income tax payable by policyholders on investment earnings is deferred during the accumulation period of certain life insurance and annuity products. Thus, taxes, if any, are payable on income attributable to a distribution under the contract for the year in which the distribution is made. This favorable tax treatment may give certain of Allstate Life's products a competitive advantage over other noninsurance products. On May 28, 2003, President Bush signed the Jobs and Growth Tax Relief Reconciliation Act of 2003, which reduces the federal income tax rates applicable to certain dividends and capital gains realized by individuals. This legislation may lessen the competitive advantage of certain of Allstate Life's products vis-à-vis other investments that generate dividend and/or capital gain income. As a result, demand for certain of Allstate Life's products that offer income tax deferral may be negatively impacted. Additionally, Congress has from time to time considered other legislation that would reduce or eliminate the benefits to policyowners of the deferral of taxation on the accretion of value within certain insurance products or otherwise affect the taxation of insurance products and insurance companies. To the extent that the Code is revised to reduce the tax deferred status of insurance products, or to reduce the taxation of competing products, all life insurance companies, including Allstate Life, could be adversely affected.

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ALLSTATE LIFE GLOBAL FUNDING TRUSTS

        Each series of notes will be issued by a separate newly created trust formed by Global Funding, the administrator and the Delaware trustee pursuant to the filing of a certificate of trust and the execution of the applicable trust agreement. Global Funding will be the sole beneficial owner of each trust that is formed.

        After formation, each trust will not engage in any activity other than:

        The principal executive offices of the trusts will be located at Allstate Life Global Funding Trusts, c/o: AMACAR Pacific Corp., 6525 Morrison Boulevard, Suite 318, Charlotte, North Carolina 28211. The telephone number will be (704) 365-0569. For more information about the trusts, see "Description of Allstate Life Global Funding and the Trusts" in the accompanying prospectus.


ALLSTATE LIFE GLOBAL FUNDING

        Global Funding is a special purpose statutory trust formed under the laws of the State of Delaware, pursuant to the filing of a certificate of trust and the execution of the depositor trust agreement between the administrator and the Delaware trustee. The sole purpose of Global Funding is to facilitate the programs for the issuance of notes.

        Global Funding will not engage in any activity other than:


        The principal executive offices of Global Funding are located at Allstate Life Global Funding, c/o: AMACAR Pacific Corp., 6525 Morrison Boulevard, Suite 318, Charlotte, North Carolina 28211. The telephone number is (704) 365-0569. For more information about Global Funding, see "Description of Allstate Life Global Funding and the Trusts" in the accompanying prospectus.

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ALLSTATE LIFE INSURANCE COMPANY

        Allstate Life was incorporated in 1957 as a stock life insurance company under the laws of the State of Illinois. It conducts substantially all of its life insurance operations directly or through its wholly owned life insurance subsidiaries. It is a wholly owned subsidiary of Allstate Insurance Company ("AIC"), a stock property-liability insurance company incorporated under the laws of the State of Illinois. All of the outstanding stock of AIC is owned by The Allstate Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware.

        The Allstate Corporation, together with its subsidiaries, is the second largest personal property and casualty insurer in the United States on the basis of 2002 statutory premiums earned. Widely known through the "You're In Good Hands With Allstate®" slogan, The Allstate Corporation, through its subsidiaries, provides insurance products to more than 16 million households and has approximately 12,900 exclusive agents and financial specialists in the U.S. and Canada. For more information about Allstate Life, see "Description of Allstate Life Insurance Company" in the accompanying prospectus.

        Allstate Life's principal executive offices are located at 3100 Sanders Road, Northbrook, Illinois 60062 and its telephone number is (847) 402-5000.

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DESCRIPTION OF THE NOTES

        This section provides a summary description of the material provisions of the notes. Each series of notes will be issued pursuant to a separate indenture (each, an "indenture") to be entered into between the issuing trust and J.P. Morgan Trust Company, National Association, as indenture trustee (including any successor, the "indenture trustee"). The provisions of the notes are not restated in their entirety and you should read the actual provisions set forth in the standard indenture terms filed as an exhibit to the registration statement of which this prospectus supplement and the accompanying prospectus form a part because those provisions, and not this description, will define your rights as an owner of an interest in the notes of a series. The terms and conditions of the notes described in this section will apply to each series of notes, except that the specific terms of a series of notes will be added in the applicable pricing supplement and each book-entry or definitive note (each, a "note certificate") representing the notes of such series. It is important for you to consider the information contained in this prospectus supplement, the accompanying prospectus, the applicable indenture, the applicable pricing supplement and the note certificates in making your investment decision.

        This section describes some technical concepts and occasionally contains defined terms. You should refer to the standard indenture terms and the form of note certificates filed as exhibits to the registration statement to which this prospectus supplement and the accompanying prospectus relate for the full description of those concepts and complete definitions of those terms.

General

        Each trust will issue its series of notes subject to and entitled to the benefits of a separate indenture. Each indenture will be subject to, qualified under and governed by, the Trust Indenture Act. The aggregate principal amount of notes that may be authenticated and delivered under each indenture will be unlimited. For a description of the indentures, see "Description of the Indentures" beginning on page        of the accompanying prospectus.

        Pursuant to each indenture, the issuing trust will assign each funding agreement held by it to the indenture trustee on behalf of the holders of the notes issued by such trust. Each series of notes will be secured by a first priority perfected security interest in the "collateral" for such series of notes in favor of the indenture trustee, on behalf of the holders of the notes of such series and the other persons identified in the relevant indentures which will consist of the right, title and interest of the issuing trust in and to:

        The notes of a series will be the unconditional, direct, non-recourse and unsubordinated obligations of the issuing trust and will rank equally among themselves. Each series of notes will be secured by and payable solely out of the assets of the issuing trust, and holders of such series of notes will have no right against the assets of Global Funding or the assets of any other trust.

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        The pricing supplement relating to the offering of a series of notes will describe the following terms:

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        The pricing supplement also may add, update, supplement or clarify information in this prospectus supplement and the accompanying prospectus.

        Notes that bear interest will either bear interest at fixed or floating rates, as specified in the applicable pricing supplement. The trusts may also issue discount notes and amortizing notes, as specified in the applicable pricing supplement.

        Each series of notes will mature on a day nine months to 30 years from its date of issue (the "stated maturity date"), as specified in the applicable pricing supplement, unless its principal (or, any installment of its principal) becomes due and payable prior to the stated maturity date, whether, as applicable, by the declaration of acceleration of maturity, notice of redemption at the option of the issuing trust, notice of the registered holder's option to elect repayment or otherwise (the stated maturity date or any date prior to the stated maturity date on which the particular series of notes becomes due and payable, as the case may be, is referred to as the "maturity date" with respect to the principal of such series of notes repayable on that date). Each series of notes will mature on or prior to 30 years from its date of original issuance. Each series of notes will have the same maturity as the related funding agreement(s).

        Unless otherwise specified in the applicable pricing supplement, the notes of a series will be denominated in, and payments of principal, premium, if any, and/or interest or other amounts, if any, in respect thereof will be made in, United States dollars. Each series of notes also may be denominated in, and payments of principal, premium, if any, and/or interest or other amounts, if any, in respect thereof may be made in, one or more foreign currencies. See "Special Provisions Relating to Foreign Currency Notes—Payment of Principal, Premium, if any, and Interest, if any". The currency in which a particular series of notes is denominated (or, if that currency is no longer legal tender for the payment of public and private debts in the country issuing that currency or, in the case of Euro, in the member states of the European Union that have adopted the single currency in accordance with the treaty establishing the European Community, as amended by the treaty on European Union, the currency which is then legal tender in the related country or in the adopting member states of the European Union, as the case may be) is referred to as the "specified currency" with respect to such series of notes.

        You will be required to pay for your notes in the specified currency. At the present time, there are limited facilities in the United States for the conversion of United States dollars into foreign currencies and vice versa, and commercial banks do not generally offer non-United States dollar checking or savings account facilities in the United States. The Agent from or through which a foreign currency note is purchased may be prepared to arrange for the conversion of United States dollars into the specified currency in order to enable you to pay for your foreign currency note, provided that you make a request to that Agent on or prior to the fifth business day (as defined below) preceding the date of delivery of the particular foreign currency note, or by any other day determined by that Agent. Each conversion will be made by an Agent on the terms and subject to the conditions, limitations and charges as that Agent may from time to time establish in accordance with its regular foreign exchange

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practices. You will be required to bear all costs of exchange in respect of your foreign currency note. See "Special Provisions Relating to Foreign Currency Notes".

        The issuing trust may (if so specified in the applicable pricing supplement) without the consent of the holders of any note or coupon, redenominate all, but not less than all, of the notes of a series on or after the date on which the member state of the European Union in whose national currency such notes are denominated has become a participant member in the third stage of the European economic and monetary union as more fully set out in the applicable pricing supplement.

        The issuing trust will issue each note of a series as a book-entry note represented by one or more fully registered global securities or as a fully registered definitive note. Unless otherwise specified in the applicable pricing supplement, the minimum denominations of each note will be $1,000 and integral multiples of $1,000 in excess thereof.

        Unless otherwise specified in the applicable pricing supplement, a series of notes will not be listed on any securities exchange.

        The issuing trust will make payments of principal of, and premium, if any, and interest and other amounts due and owing, if any, on book-entry notes through the indenture trustee to the account of the depositary or its nominee. See "—Form of Notes" and "—Clearing Systems". In the case of definitive notes, payments of principal of, and premium, if any, and interest and other amounts due and owing, if any, will be made on the maturity date in immediately available funds upon presentation and surrender thereof (and, in the case of any repayment on an optional repayment date, upon submission of a duly completed election form if and as required by the provisions described below) at the office or agency maintained by the issuing trust for this purpose in the Borough of Manhattan, The City of New York, currently the paying agency office of the indenture trustee located at 4 New York Plaza, 1st Floor, New York, New York 10004. The issuing trust will make payments of interest and other amounts due and owing, if any, on the maturity date of a definitive note to the person to whom payment of the principal thereof and premium, if any, thereon shall be made. The issuing trust will make payments of interest and other amounts due and owing, if any, on a definitive note on any interest payment date (as defined below) other than the maturity date by check mailed to the address of the registered holder entitled thereto appearing in the applicable note register. Notwithstanding the foregoing, the issuing trust will make payments of interest and other amounts due and owing, if any, on any interest payment date other than the maturity date to each registered holder of $10,000,000 (or, if the specified currency is other than United States dollars, the equivalent thereof in the particular specified currency) or more in aggregate principal amount of definitive notes (whether having identical or different terms and provisions) by wire transfer of immediately available funds if the applicable registered holder has delivered appropriate wire transfer instructions in writing to the indenture trustee not less than 15 days prior to the particular interest payment date. Any wire transfer instructions received by the indenture trustee shall remain in effect until revoked by the applicable registered holder. For special payment terms applicable to foreign currency notes, see "Special Provisions Relating to Foreign Currency Notes—Payment of Principal, Premium, if any, and Interest, if any".

        "Business day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to

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close in The City of New York; provided, however, that, with respect to foreign currency notes, the day must also not be a day on which commercial banks are authorized or required by law, regulation or executive order to close in the principal financial center (as defined below) of the country issuing the specified currency (or, if the specified currency is Euro, the day must also be a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open).

        "Principal financial center" means, as applicable:

provided, however, that with respect to United States dollars, Australian dollars, Canadian dollars, Euro, South African rand and Swiss francs, the "principal financial center" shall be The City of New York, Sydney, Toronto, London (solely in the case of the LIBOR currency), Johannesburg and Zurich, respectively.

        Book-entry notes may be transferred or exchanged only through the clearing systems (described below). Registration of transfer or exchange of definitive notes of a series will be made at the office or agency maintained by the issuing trust for this purpose in the Borough of Manhattan, The City of New York, which is currently the corporate trust office of the indenture trustee. No service charge will be imposed for any such registration of transfer or exchange of notes, but the issuing trust may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith (other than certain exchanges not involving any transfer).

Withholding Tax and Payment of Additional Amounts

        All amounts due in respect of the notes will be made without withholding or deduction for or on account of any present or future taxes, duties, levies, assessments or other governmental charges of whatever nature imposed or levied by or on behalf of any governmental authority in the United States having the power to tax payments on the notes unless the withholding or deduction is required by law.

        Unless otherwise specified in the applicable pricing supplement, a trust will not pay any additional amounts ("additional amounts") to holders of any series of notes in the event that any withholding or deduction is so required by law, regulation or official interpretation thereof, and the imposition of a requirement to make any such withholding or deduction will not give rise to any independent right or obligation to redeem the notes of such series.

        If a trust so specifies in the applicable pricing supplement, such trust will pay, or cause to be paid, additional amounts to non-U.S. Holders (as defined in "United States Federal Income Tax Considerations") to compensate for any withholding or deduction for or on account of any present or future taxes, duties, levies, assessments or governmental charges of whatever nature imposed or levied on payments on the notes of the relevant series by or on behalf of any governmental authority in the United States having the power to tax, so that the net amount received by the holders of the notes of such series, after giving effect to such withholding or deduction, whether or not currently payable, will equal the amount that would have been received under the notes of such series were no such deduction or withholding required; provided that no such additional amounts shall be required for or on account of:

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        On June 3, 2003, the European Council of Economic and Finance Ministers adopted a new directive regarding the taxation of savings income. The directive is scheduled to be applied by member states from January 1, 2005, provided that certain non-member state countries adopt similar measures from the same date. Under the directive, each member state will be required to provide to the tax authorities of another member state details of payments of interest or other similar income paid by a person within its jurisdiction to an individual resident in that other member state; however, Austria, Belgium and Luxembourg may instead apply a withholding system for a transitional period in relation to such payments, deducting tax at rates rising over time to 35%. The transitional period is to commence on the date from which the directive is to be applied by member states and to terminate at

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the end of the first fiscal year following agreement by certain non-member state countries to the exchange of information relating to such payments. For the avoidance of doubt, should any deduction or withholding on account of tax be required to be made, or be made, pursuant to the directive no additional amounts shall be payable or paid by the trusts.

Security; Non-Recourse Obligations

        The notes of a series will solely be the obligations of the issuing trust, and will not be guaranteed by any person or entity. The obligations under each series of notes will be secured by all of the rights and title of the issuing trust in one or more funding agreements issued by Allstate Life and other rights and assets included in the applicable collateral held in the issuing trust.

        Since Allstate Life will be the sole obligor under the funding agreements, the ability of a trust to meet its obligations, and your ability to receive payments from such trust, with respect to a particular series of notes, will be principally dependent upon Allstate Life's ability to perform its obligations under each applicable funding agreement held by the issuing trust. Despite this, you will have no direct contractual rights against Allstate Life under any such funding agreement. Pursuant to the terms of each funding agreement, recourse rights to Allstate Life will belong to the issuing trust, its successors and permitted assignees. In connection with the offering and sale of a series of notes, the issuing trust will pledge, collaterally assign and grant a security interest in the collateral for such series of notes to the indenture trustee on behalf of the holders of the applicable series of notes and the other persons identified in the relevant indenture. Accordingly, recourse to Allstate Life under each such funding agreement will be enforceable only by the indenture trustee as a secured party on behalf of holders of such series of notes and the other persons identified in the relevant indenture.

        Nonetheless, since Allstate Life is a registrant, purchasers of notes may be able to proceed directly against Allstate Life to enforce their rights under the Federal securities laws and their rights under the Federal securities laws will be no different than if they purchased the underlying funding agreements directly from Allstate Life.

Redemption, Repayment and Repurchase of Notes

        Unless otherwise specified in the applicable pricing supplement and provided for in the applicable funding agreement(s), and except as provided with respect to an optional tax event redemption, the notes of a series will not be redeemable, except at the applicable maturity date, when all notes of such series will be redeemed.

        If an initial redemption date is specified in the applicable pricing supplement and provided for in the applicable funding agreement(s), the issuing trust may redeem the particular series of notes prior to its stated maturity date at its option on any date on or after that initial redemption date in whole or from time to time in part in increments of $1,000 or any other integral multiple of an authorized denomination specified in the applicable pricing supplement (provided that any remaining principal amount thereof shall be at least $1,000 or other minimum authorized denomination applicable thereto), at the applicable redemption price (as defined below), together with unpaid interest accrued thereon to the date of redemption. "Redemption price," with respect to a series of notes, means an amount equal to the initial redemption percentage specified in the applicable pricing supplement (as adjusted by the annual redemption percentage reduction, if applicable) multiplied by the unpaid principal amount thereof to be redeemed. The initial redemption percentage, if any, applicable to a series of notes shall decline at each anniversary of the initial redemption date by an amount equal to the applicable annual redemption percentage reduction, if any, until the redemption price is equal to 100% of the unpaid

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amount thereof to be redeemed. For a discussion of the redemption of discount notes, see "—Discount Notes".

        No series of notes will be subject to, or entitled to the benefit of, any sinking fund unless otherwise indicated in the applicable pricing supplement.

        The applicable pricing supplement may provide that the notes of a series may be redeemed by the issuing trust and the terms of such redemption. If so specified, the issuing trust will give a notice of redemption to each holder of the notes to be redeemed not less than 30 days nor more than 60 days prior to the date fixed for redemption.

        If the notes of a series may be redeemed by the issuing trust when more than 20% of the principal of such notes is outstanding, the notes will be designated as "callable" notes in the applicable pricing supplement. Unless otherwise specified in the applicable pricing supplement, such series of notes will otherwise be subject to the redemption provisions described above.

        A series of notes may permit, upon the terms and subject to the limitations set forth in the applicable pricing supplement, redemption at the option of persons designated in the applicable pricing supplement. If one or more series of notes provides for such optional redemption, the persons designated in the applicable pricing supplement may require the issuing trust to repay the notes of such series prior to their stated maturity date in whole or from time to time in part in increments of $1,000 or any other integral multiple of an authorized denomination specified in the applicable pricing supplement (provided that any remaining principal amount thereof shall be at least $1,000 or other minimum authorized denomination applicable thereto), at a repayment price equal to 100% of the unpaid principal amount thereof to be repaid, together with unpaid interest accrued thereon to the date of repayment and any other amounts then due and owing. Exercise of the repayment option will be irrevocable. For a discussion of the repayment of discount notes, see "—Discount Notes".

        Only DTC may exercise a repayment option in respect of notes of a series issued in book-entry form. Accordingly, beneficial owners of notes that desire to exercise their repayment option, if any, with respect to all or any portion of such notes, must instruct the participant through which they own their interest to direct DTC to exercise the repayment option on their behalf by delivering the duly completed election form to the indenture trustee. In order to ensure that the election form is received by the indenture trustee on a particular day, the applicable beneficial owner must so instruct the participant through which it owns its interest before such participant's deadline for accepting instructions for that day. Participants may have different deadlines for accepting instructions from their customers. Accordingly, a beneficial owner should consult the participant through which it owns its interest in the notes for the participant's deadline for receiving payment instructions. In addition, at the time such instructions are given, each such beneficial owner will cause such participant to transfer such beneficial owner's interest in the notes issued in book-entry form, on DTC's records, to the indenture trustee.

        Unless otherwise specified in the applicable pricing supplement, the notes of a series will not provide any holder with the option to have the issuing trust repay the note on a date or dates specified prior to its maturity date.

        Each trust may purchase some or all notes of a series issued by such trust in the open market or otherwise at any time, and from time to time, with the prior written consent of Allstate Life as to both the making of such purchase and the purchase price to be paid for such notes. If Allstate Life, in its sole discretion, consents to such purchase of notes by the issuing trust, then such trust, the indenture

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trustee and Allstate Life will be obligated to take such actions as may be necessary or desirable to effect the prepayment of such portion, or the entirety, of the current Principal Amount (as defined in the applicable funding agreement) under each applicable funding agreement as may be necessary to provide for the payment of the purchase price for such notes. Upon such payment, the Principal Amount under each funding agreement shall be reduced (1) with respect to any purchase of notes that bear interest at fixed or floating rates, by an amount equal to the aggregate principal amount of the notes as purchased (or the portion thereof applicable to such funding agreement) and (2) with respect to any purchase of notes other than notes that bear interest at fixed or floating rates, by an amount to be agreed between the issuing trust and Allstate Life to reflect such prepayment under the funding agreement.

        If under the applicable pricing supplement the issuing trust is required at any time to pay additional amounts or if such trust is obligated to withhold or deduct any United States taxes with respect to any payment under the notes of the relevant series or if there is a material probability that the issuing trust will become obligated to withhold or deduct any such United States taxes or otherwise pay additional amounts (in the opinion of independent legal counsel selected by Allstate Life), in each case pursuant to any change in or amendment to any United States tax laws (or any regulations or rulings thereunder) or any change in position of the Internal Revenue Service regarding the application or interpretation thereof (including, but not limited to, Allstate Life's or the issuing trust's receipt of a written adjustment from the Internal Revenue Service in connection with an audit) (a "tax event"), then Allstate Life, pursuant to the terms of the relevant funding agreement, may terminate the relevant funding agreement. If Allstate Life terminates the relevant funding agreement, the issuing trust will redeem the particular series of notes for the outstanding principal of and any accrued but unpaid interest and any other amounts then due and owing on its series of notes, or such other amount which is specified in the pricing supplement for such series of notes by giving not less than 30 and no more than 75 days prior written notice to the holders of such series of notes, provided that no such notice of termination may be given earlier than 90 days prior to the earliest day when the issuing trust would become obligated to pay such additional amounts were a payment in respect of the notes of such series then due.

Interest

        Each interest-bearing series of notes will bear interest from its date of issue at the rate per annum, in the case of notes that bear interest at fixed rates, or pursuant to the interest rate formula, in the case of notes that bear interest at floating rates, in each case as specified in the applicable pricing supplement, until the principal thereof is paid. The issuing trust will make interest payments in respect of the relevant series of notes in an amount equal to the interest accrued from and including the immediately preceding interest payment date in respect of which interest has been paid or from and including the date of issue, if no interest has been paid, to but excluding the applicable interest payment date or the maturity date, as the case may be (each, an "interest period").

        Interest on each series of notes will be payable in arrears on each interest payment date and on the maturity date. The first payment of interest on any series of notes originally issued between a regular interest record date (as defined below) and the related interest payment date will be made on the interest payment date immediately following the next succeeding regular interest record date to the registered holder on the next succeeding regular interest record date. The "regular interest record date" shall be the fifteenth calendar day, whether or not a business day, immediately preceding the related interest payment date.

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Fixed Rate Notes

        Interest on each series of notes that bears interest at fixed rates will be payable on the date(s) specified in the applicable pricing supplement (each, an "interest payment date" with respect to a series of notes that bears interest at fixed rates) and on the maturity date. Interest on each series of notes that bears interest at fixed rates will be computed on the basis of a 360-day year of twelve 30-day months.

        If any interest payment date or the maturity date of a series of notes that bears interest at fixed rates falls on a day that is not a business day, the issuing trust will make the required payment of principal, premium, if any, and/or interest or other amounts on the next succeeding business day, and no additional interest will accrue in respect of the payment made on that next succeeding business day.

Floating Rate Notes

        Interest on each series of notes that bears interest at floating rates will be determined by reference to the applicable interest rate basis or interest rate bases, which may, as described below, include:

        The applicable pricing supplement will specify certain terms of the particular series of notes that bears interest at floating rates, including:

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        The rate derived from the applicable interest rate basis will be determined in accordance with the related provisions below. The interest rate in effect on each day will be based on:

        The "spread" is the number of basis points (one one-hundredth of a percentage point) specified in the applicable pricing supplement to be added to or subtracted from the related interest rate basis or bases applicable to a series of notes that bears interest at floating rates. The "spread multiplier" is the percentage specified in the applicable pricing supplement of the related interest rate basis or bases applicable to a series of notes that bears interest at floating rates by which the interest rate basis or bases will be multiplied to determine the applicable interest rate. The "index maturity" is the period to maturity of the instrument or obligation with respect to which the related interest rate basis or bases will be calculated.

        Unless a series of notes that bears interest at floating rates is designated as a series of Floating Rate/Fixed Rate notes or a series of Inverse Floating Rate notes, or as having an addendum attached or having other/additional provisions apply, in each case relating to a different interest rate formula, such series of notes that bears interest at floating rates will be a series of Regular Floating Rate notes and will bear interest at the rate determined by reference to the applicable interest rate basis or bases:

        Commencing on the first interest reset date, as specified in the relevant pricing supplement, the rate at which interest on a series of Regular Floating Rate notes is payable will be reset as of each interest reset date; provided, however, that the interest rate in effect for the period, if any, from the date of issue to the first interest reset date will be the initial interest rate.

        If a series of notes that bears interest at floating rates is designated as a series of Floating Rate/Fixed Rate notes, such series of notes that bears interest at floating rates will bear interest at the rate determined by reference to the applicable interest rate basis or bases:

        Commencing on the first interest reset date, the rate at which interest on a series of Floating Rate/Fixed Rate notes is payable will be reset as of each interest reset date; provided, however, that:

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        If a series of notes that bears interest at floating rates is designated as a series of Inverse Floating Rate notes, such series of notes that bears interest at floating rates will bear interest at the fixed interest rate minus the rate determined by reference to the applicable interest rate basis or bases:

provided, however, that interest on a series of Inverse Floating Rate notes will not be less than zero. Commencing on the first interest reset date, the rate at which interest on a series of Inverse Floating Rate notes is payable will be reset as of each interest reset date; provided, however, that the interest rate in effect for the period, if any, from the date of issue to the first interest reset date will be the initial interest rate.

        The applicable pricing supplement will specify the dates on which the rate of interest on a series of notes that bears interest at floating rates will be reset (each, an "interest reset date"), and the period between interest reset dates will be the "interest reset period". Unless otherwise specified in the applicable pricing supplement, the interest reset dates will be, in the case of a series of notes that bears interest at floating rates which reset:

        If any interest reset date for any series of notes that bears interest at floating rates would otherwise be a day that is not a business day, the particular interest reset date will be postponed to the next succeeding business day, except that in the case of a series of notes that bears interest at floating rates as to which LIBOR is an applicable interest rate basis and that business day falls in the next succeeding calendar month, the particular interest reset date will be the immediately preceding business day.

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        The interest rate applicable to a series of notes that bears interest at floating rates for an interest reset period commencing on the related interest reset date will be determined by reference to the applicable interest rate basis as of the particular "interest determination date," which will be:

        The interest determination date pertaining to a series of notes that bears interest at floating rates the interest rate of which is determined with reference to two or more interest rate bases will be the latest business day which is at least two business days before the related interest reset date for the applicable note that bears interest at floating rates on which each interest reset basis is determinable.

        The indenture trustee will be the "calculation agent," unless otherwise specified in the applicable pricing supplement. The interest rate applicable to each interest reset period will be determined by the calculation agent on or prior to the calculation date (as defined below), except with respect to LIBOR and the Eleventh District Cost of Funds Rate, which will be determined on the particular interest determination date. Upon request of the registered holder of a series of notes that bears interest at floating rates, the calculation agent will disclose the interest rate then in effect and, if determined, the interest rate that will become effective as a result of a determination made for the next succeeding interest reset date with respect to the particular series of notes that bears interest at floating rates. The "calculation date," if applicable, pertaining to any interest determination date will be the earlier of:


        A series of notes that bears interest at floating rates may also have either or both of the following if specified in the applicable pricing supplement:

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        In addition to any maximum interest rate that may apply to a series of notes that bears interest at floating rates, the interest rate on a series of notes that bears interest at floating rates will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States law of general application.

        Unless otherwise specified in the applicable pricing supplement or in this prospectus supplement, interest on each series of notes that bears interest at floating rates will be payable on the date(s) specified in the accompanying prospectus under the caption "Description of the Notes—Payment of Interest" (each, an "interest payment date" with respect to such series of notes that bears interest at floating rates). Unless the applicable pricing supplement indicates otherwise, the interest payment dates will be, in the case of a series of notes that bears interest at floating rates which reset:

        In addition, the maturity date will also be an interest payment date.

        If any interest payment date other than the maturity date for any series of notes that bears interest at floating rates would otherwise be a day that is not a business day, such interest payment date will be postponed to the next succeeding business day, except that in the case of a series of notes that bears interest at floating rates as to which LIBOR is an applicable interest rate basis and that business day falls in the next succeeding calendar month, the particular interest payment date will be the immediately preceding business day. If the maturity date of a series of notes that bears interest at floating rates falls on a day that is not a business day, the issuing trust will make the required payment of principal, premium, if any, and interest or other amounts on the next succeeding business day, and no additional interest will accrue in respect of the payment made on that next succeeding business day.

        All percentages resulting from any calculation on notes that bear interest at floating rates will be rounded to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards. For example, 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655). All dollar amounts used in or resulting from any calculation on notes that bear interest at floating rates will be rounded, in the case of United States dollars, to the nearest cent or, in the case of a foreign currency, to the nearest unit (with one-half cent or unit being rounded upwards).

        With respect to each series of notes that bears interest at floating rates, accrued interest is calculated by multiplying the principal amount of such series of notes that bears interest at floating rates by an accrued interest factor. The accrued interest factor is computed by adding the interest factor calculated for each day in the particular interest period. The interest factor for each day will be computed by dividing the interest rate applicable to such day by 360, in the case of a series of notes that bears interest at floating rates as to which the CD Rate, the Commercial Paper Rate, the Eleventh District Cost of Funds Rate, the Federal Funds Rate, LIBOR or the Prime Rate is an applicable

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interest rate basis, or by the actual number of days in the year, in the case of a series of notes that bears interest at floating rates as to which the CMT Rate or the Treasury Rate is an applicable interest rate basis. The interest factor for a series of notes that bears interest at floating rates as to which the interest rate is calculated with reference to two or more interest rate bases will be calculated in each period in the same manner as if only the applicable interest rate basis specified in the applicable pricing supplement applied.

        The calculation agent shall determine the rate derived from each interest rate basis in accordance with the following provisions.

        "CD Rate" means:

        "H.15(519)" means the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System.

        "H.15 Daily Update" means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/H15/update, or any successor site or publication.

        "CMT Rate" means:

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        If two United States Treasury securities with an original maturity greater than the index maturity specified in the applicable pricing supplement have remaining terms to maturity equally close to the

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particular index maturity, the quotes for the United States Treasury security with the shorter original remaining term to maturity will be used.

        "Commercial Paper Rate" means:

        "Money Market Yield" means a yield (expressed as a percentage) calculated in accordance with the following formula:


Money Market Yield =
 
D × 360
 
× 100
 
 
    360 - (D × M)        

where "D" refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal, and "M" refers to the actual number of days in the applicable interest reset period.

        "Eleventh District Cost of Funds Rate" means:

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        "Federal Funds Rate" means:

        "LIBOR" means:

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        "LIBOR currency" means the currency specified in the applicable pricing supplement as to which LIBOR shall be calculated or, if no currency is specified in the applicable pricing supplement, United States dollars.

        "LIBOR page" means either:

        "London banking day" means a day on which commercial banks are open for business (including dealings in the LIBOR currency) in London.

        "EURIBOR" means, with respect to any interest determination date relating to a series of EURIBOR notes or a series of notes that bears interest at floating rates for which the interest rate is determined with reference to EURIBOR (a "EURIBOR interest determination date"), the rate for deposits in Euros as sponsored, calculated and published jointly by the European Banking Federation and ACI—The Financial Market Association, or any company established by the joint sponsors for purposes of compiling and publishing those rates, having the index maturity specified in the applicable pricing supplement, commencing on the applicable interest reset date, as the rate appears on Moneyline Telerate, Inc., or any successor service, on page 248 (or any other page as may replace that specified page on the service) ("Moneyline Telerate Page 248") as of 11:00 A.M., Brussels time, on the applicable EURIBOR interest determination date. If such rate does not appear on Moneyline Telerate Page 248, or is not so published by 11:00 A.M., Brussels time, on the applicable EURIBOR interest determination date, such rate will be calculated by the calculation agent and will be the arithmetic mean of at least two quotations obtained by the calculation agent after requesting the principal Euro-zone (as defined below) offices of four major banks in the Euro-zone interbank market to provide the calculation agent with its offered quotation for deposits in Euros for the period of the index maturity specified in the applicable pricing supplement, commencing on the applicable interest

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reset date, to prime banks in the Euro-zone interbank market at approximately 11:00 A.M., Brussels time, on the applicable EURIBOR interest determination date and in a principal amount not less than the equivalent of $1 million in Euros that is representative for a single transaction in Euros in the market at that time. If fewer than two such quotations are so provided, the rate on the applicable EURIBOR interest determination date will be calculated by the calculation agent and will be the arithmetic mean of the rates quoted at approximately 11:00 A.M., Brussels time, on such EURIBOR interest determination date by four major banks in the Euro-zone for loans in Euros to leading European banks, having the index maturity specified in the applicable pricing supplement, commencing on the applicable interest reset date and in a principal amount not less than the equivalent of $1 million in Euros that is representative for a single transaction in Euros in the market at that time. If the banks so selected by the calculation agent are not quoting as mentioned above, EURIBOR will be EURIBOR in effect on the applicable EURIBOR interest determination date.

        "Euro-zone" means the region comprised of member states of the European Union that have adopted the single currency in accordance with the treaty establishing the European Community, as amended by the treaty on European Union.

        "Prime Rate" means:

        "Reuters Screen US PRIME 1 Page" means the display on the Reuter Monitor Money Rates Service (or any successor service) on the "US PRIME 1" page (or any other page as may replace that page on that service) for the purpose of displaying prime rates or base lending rates of major United States banks.

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        "Treasury Rate" means:

        "Bond Equivalent Yield" means a yield (expressed as a percentage) calculated in accordance with the following formula:


Bond Equivalent Yield =
 
D × N
 
× 100
 
 
    360 - (D × M)        

where "D" refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as the case may be, and "M" refers to the actual number of days in the applicable interest reset period.

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Other/Additional Provisions; Addendum

        Any provisions with respect to the notes of a series, including the specification and determination of one or more interest rate bases, the calculation of the interest rate applicable to a series of notes that bears interest at floating rates, the interest payment dates, the stated maturity date, any redemption or repayment provisions or any other term relating to the applicable series of notes, may be modified and/or supplemented as specified under "Other/Additional Provisions" on the face thereof or in an addendum relating thereto, if so specified on the face thereof and, in each case, described in the applicable pricing supplement.

Discount Notes

        The trusts may from time to time issue series of notes ("discount notes") that have an issue price (as specified in the applicable pricing supplement) that is less than 100% of the principal amount thereof (i.e. par) by more than a percentage equal to the product of 0.25% and the number of full years to the stated maturity date. A series of discount notes may not bear any interest currently or may bear interest at a rate that is below market rates at the time of issuance. The difference between the issue price of a series of discount notes and par is referred to as the "discount". In the event of redemption, repayment or acceleration of maturity of a series of discount notes, the amount payable to the holders of such series of discount notes will be equal to the sum of:

        For purposes of determining the amount of discount that has accrued as of any date on which a redemption, repayment or acceleration of maturity occurs for a series of discount notes, a discount will be accrued using a constant yield method. The constant yield will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the initial period (as defined below), corresponds to the shortest period between interest payment dates for the applicable series of discount notes (with ratable accruals within a compounding period), a coupon rate equal to the initial coupon rate applicable to the applicable series of discount notes and an assumption that the maturity of such series of discount notes will not be accelerated. If the period from the date of issue to the first interest payment date for a series of discount notes (the "initial period") is shorter than the compounding period for such series of discount notes, a proportionate amount of the yield for an entire compounding period will be accrued. If the initial period is longer than the compounding period, then the period will be divided into a regular compounding period and a short period with the short period being treated as provided in the preceding sentence. The accrual of the applicable discount may differ from the accrual of original issue discount for purposes of the Code, certain series of discount notes may not be treated as having original issue discount within the meaning of the Code, and certain series of notes other than discount notes may be treated as issued with original issue discount for federal income tax purposes. See "United States Federal Income Tax Considerations".

Amortizing Notes

        The trusts may from time to time issue series of notes ("amortizing notes") with the amount of principal thereof and interest thereon payable in installments over their terms. Unless otherwise specified in the applicable pricing supplement, interest on each series of amortizing notes will be computed on the basis of a 360-day year of twelve 30-day months. Payments with respect to a series of amortizing notes will be applied first to interest due and payable thereon and then to the reduction of the unpaid principal amount thereof. Further information concerning additional terms and provisions of

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a particular series of amortizing notes will be specified in the applicable pricing supplement, including a table setting forth repayment information for such series of amortizing notes.

Form of Notes

        When a trust issues notes in book-entry form, it will issue one or more global securities representing the entire issue of notes. Unless otherwise specified in the applicable pricing supplement, these certificates will name a nominee of The Depository Trust Company, New York, New York ("DTC") as the owner of the notes. DTC maintains a computerized system that will reflect your ownership of the applicable notes through an account you will maintain with your broker/dealer, bank, trust company or other representative. If specified in the applicable pricing supplement, notes may also be issued in book-entry form and registered in the name of a nominee for Euroclear and Clearstream Luxembourg. For additional information regarding such notes, you should review "Special Provisions Relating to Foreign Currency Notes" below.

        Unless otherwise specified in the applicable pricing supplement, DTC's nominee will be considered the owner of your notes in the records of the issuing trust and will be the entity entitled to cast a vote regarding your notes. However, DTC and the broker/dealers, banks, trust companies and other representatives that are part of DTC's computerized system are required to contact you for voting instructions.

        When a trust issues notes in definitive form, you will receive a note certificate evidencing your notes. The certificate will name you as the owner of such notes, unless you choose to have your broker/dealer, bank, trust company or other representative hold these certificates for you. If your name appears on the note certificate evidencing your notes, then you will be considered the owner of your notes for all purposes under the relevant indenture. For example, if the issuing trust needs to ask the holders of the applicable series of notes to vote on a proposed amendment to such series of notes, you will be asked to cast the vote regarding your notes. If you have chosen to have some other entity hold the note certificates for you, that entity will be considered the owner of your notes in the records of the issuing trust and will be entitled to cast the vote regarding your notes. However, this entity is required to contact you for voting instructions.

        Definitive notes cannot be exchanged for book-entry notes. Book-entry notes can be exchanged for definitive notes only if (1) the depositary notifies the issuing trust that it is unwilling or unable to continue as depositary for the global securities or the issuing trust becomes aware that the depositary has ceased to be a clearing agency registered under the Exchange Act and, in any such case such trust fails to appoint a successor to the depositary within 60 calendar days, (2) the issuing trust, in its sole discretion, determines that the global securities representing the notes of the relevant series shall be exchangeable for definitive notes or (3) an event of default has occurred and is continuing with respect to the relevant series of notes under the applicable indenture. In these limited circumstances, the issuing trust will issue to you definitive notes in exchange for the book-entry notes. There will be no service charge for this exchange, but if a tax or other governmental charge is imposed, the issuing trust may require you to pay it.

Clearing Systems

        Unless specified in the applicable pricing supplement, each note will be deposited with, or on behalf of, DTC, as depositary, and registered in the name of Cede & Co. (DTC's partnership

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nominee). Investors may elect to hold interests in the notes through DTC (in the United States) or, if the notes are eligible, through Clearstream Luxembourg or Euroclear, as operator (the "Euroclear Operator") of the Euroclear System, if they are participants in such systems or indirectly through organizations which are participants in such systems. Clearstream Luxembourg and the Euroclear Operator will hold interests on behalf of their participants through customers' securities accounts in Clearstream Luxembourg's and the Euroclear Operator's names, respectively, on the books of their respective depositaries, which in turn will hold such interests in customers' securities accounts in the depositaries' names on the books of the DTC. It is anticipated that Citibank, N.A. will act as depositary for Clearstream Luxembourg and that The Chase Manhattan Bank will act as depositary for the Euroclear Operator (in such capacities, the "U.S. Depositaries").

        If specified in the applicable pricing supplement, notes of a series may also be issued in registered global form and registered in the name of a nominee for, and deposited with, a common depositary for Euroclear and Clearstream Luxembourg.

        Clearstream Luxembourg advises that it is incorporated under the laws of Luxembourg as a professional depositary. Clearstream Luxembourg holds securities for its participating organizations ("Clearstream Participants") and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Clearstream Luxembourg provides to Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream Luxembourg interfaces with domestic markets in several countries. As a professional depositary, Clearstream Luxembourg is subject to regulation by the Luxembourg Monetary Institute. Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include the Agents named in this prospectus supplement or any applicable pricing supplement. Indirect access to Clearstream Luxembourg is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Participant either directly or indirectly.

        Distributions with respect to the notes held beneficially through Clearstream Luxembourg will be credited to cash accounts of Clearstream Participants in accordance with its rules and procedures, to the extent received by the U.S. Depositary for Clearstream Luxembourg.

        The Euroclear Operator advises that Euroclear was created in 1968 to hold securities for participants of Euroclear ("Euroclear Participants") and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries. Euroclear is operated by the Euroclear Operator under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the "Cooperative"). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the Agents named in this prospectus supplement or any applicable pricing supplement. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

        The Euroclear Operator was granted a banking license by the Belgian Banking and Finance Commission in 2000, authorizing it to carry out banking activities on a global basis. It took over

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operation of Euroclear from the Brussels, Belgium office of Morgan Guaranty Trust Company of New York on December 31, 2000. Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law (collectively, the "Terms and Conditions"). The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants.

        Distributions with respect to notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Terms and Conditions, to the extent received by the U.S. Depositary for Euroclear.

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GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES

General

        Initial settlement for the notes of a series will be made in immediately available funds. Secondary market trading between DTC Participants will occur in the ordinary way in accordance with DTC's rules and will be settled in immediately available funds using DTC's Same-Day Funds Settlement System. Secondary market trading between Clearstream Participants and/or Euroclear Participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream Luxembourg and Euroclear and will be settled using the procedures applicable to conventional eurobonds in immediately available funds. Cross-market transfers between persons holding directly or indirectly through DTC on the one hand, and directly or indirectly through Clearstream Participants or Euroclear Participants, on the other, will be effected in DTC in accordance with DTC's rules on behalf of the relevant European international clearing system by its U.S. Depositary. However, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. Depositary to take action to effect final settlement on its behalf by delivering or receiving notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream Participants and Euroclear Participants may not deliver instructions directly to DTC. Because of time-zone differences, credits of notes received in Clearstream Luxembourg or Euroclear as a result of a transaction with a DTC Participant will be made during subsequent securities settlement processing and will be credited the business day following the DTC settlement date. Such credits or any transactions in such notes settled during such processing will be reported to the relevant Euroclear Participants or Clearstream Participants on such business day. Cash received in Clearstream Luxembourg or Euroclear as a result of sales of notes by or through a Clearstream Participant or a Euroclear Participant to a DTC Participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream Luxembourg or Euroclear cash account only as of the business day following settlement in the DTC.

        Although the DTC, Clearstream Luxembourg and the Euroclear Operator have agreed to the foregoing procedures in order to facilitate transfers of notes among participants in DTC, Clearstream Luxembourg and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time.

        Certain alternative clearance and settlement procedures will apply if the applicable pricing supplement specifies that notes of a series are denominated in non-U.S. dollar currencies. Such alternative procedures are described below under "Special Provisions Relating to Foreign Currency Notes".

Secondary Market Trading

        Because the purchaser determines the place of delivery, it is important to establish at the time of trading of any notes where both the purchaser's and seller's accounts are located to ensure that settlement can be made on the desired value date.

        Secondary market sales of notes held in DTC between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled using the procedures applicable to United States corporate debt obligations.

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        Secondary market sales of beneficial interests in the notes held through Euroclear or Clearstream Luxembourg to purchasers that will hold beneficial interests through Euroclear or Clearstream Luxembourg will be conducted in accordance with the normal rules and operating procedures of Euroclear and Clearstream Luxembourg and will be settled using the procedures applicable to conventional eurobonds.

        When book-entry interests in notes are to be transferred from the account of a DTC participant to the account of a Euroclear or Clearstream Luxembourg accountholder, the purchaser must first send instructions to Euroclear or Clearstream Luxembourg through a participant at least one business day prior to the settlement date. Euroclear or Clearstream Luxembourg will then instruct its depositary to receive the notes and make payment for them. On the settlement date, the depositary will make payment to the DTC participant's account and the notes will be credited to the depositary's account. After settlement has been completed, DTC will credit the notes to the U.S. Depositary for Euroclear or Clearstream Luxembourg, as the case may be. Euroclear or Clearstream Luxembourg will credit the notes, in accordance with its usual procedures, to the participant's account, and the participant will then credit the purchaser's account. These securities credits will appear the next day (European time) after the settlement date. The cash debit from the account of Euroclear or Clearstream Luxembourg will be back-valued to the value date (which will be the preceding day if settlement occurs in New York). If settlement is not completed on the intended value date (i.e., the trade fails), the cash debit will instead be valued at the actual settlement date. Since the settlement will occur during New York business hours, a DTC participant selling an interest in the notes can use its usual procedures for transferring notes to the U.S. Depositary for Euroclear or Clearstream Luxembourg, as the case may be, for the benefit of Euroclear Participants or Clearstream Participants. The DTC seller will receive the sale proceeds on the settlement date. Thus, to the DTC seller, a cross-market sale will settle no differently than a trade between two DTC Participants.

        Due to time zone differences in their favor, Euroclear participants and Clearstream Luxembourg participants can use their usual procedures to transfer notes through the applicable U.S. Depositary to a DTC participant. The seller must first send instructions to Euroclear or Clearstream Luxembourg through a participant at least one business day prior to the settlement date. Euroclear or Clearstream Luxembourg will then instruct its U.S. Depositary to credit the notes to the DTC participant's account and receive payment. The payment will be credited in the account of the Euroclear or Clearstream Luxembourg participant on the following day, but the receipt of the cash proceeds will be back-valued to the value date (which will be the preceding day if settlement occurs in New York). If settlement is not completed on the intended value date (i.e., the trade fails), the receipt of the cash proceeds will instead be valued at the actual settlement date.

        Although the foregoing sets out the procedures of Euroclear, Clearstream Luxembourg and DTC in order to facilitate the transfers of interests in the notes among participants of DTC, Clearstream Luxembourg and Euroclear, none of Euroclear, Clearstream Luxembourg or DTC is under any obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither the registrants and the trusts nor any Agent or any paying agent or any affiliate of any of the above, or any person by whom any of the above is controlled for the purposes of the Securities Act, will have any responsibility for the performance by DTC, Euroclear and Clearstream Luxembourg or their respective direct or indirect participants or accountholders of their respective obligations under the rules and procedures governing their operations or for the sufficiency for any purpose of the arrangements described above.

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SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES

General

        Unless otherwise specified in the applicable pricing supplement, foreign currency notes will not be sold in, or to residents of, the country issuing the specified currency. The information set forth in this prospectus supplement is directed to prospective purchasers who are United States residents. The trusts and the Agents disclaim any responsibility to advise prospective purchasers who are residents of countries other than the United States with respect to any matters that may affect the purchase, holding or receipt of payments of principal of, and premium, if any, and interest, if any, on, their foreign currency notes. These purchasers should consult their own financial and legal advisors with regard to these risks. See "Risk Factors—Risk Factors Relating to the Notes—Foreign currency notes are subject to exchange rates and exchange control risks".

Payment of Principal, Premium, if any, and Interest, if any

        Unless otherwise specified in the applicable pricing supplement, each trust is obligated to make payments of principal of, and premium, if any, and interest, if any, on, a foreign currency note issued by it in the specified currency. Any amounts so payable by such trust in the specified currency will be converted by the exchange rate agent named in the applicable pricing supplement (the "exchange rate agent") into United States dollars for payment to the registered holders thereof unless otherwise specified in the applicable pricing supplement or a registered holder elects, in the manner described below, to receive these amounts in the specified currency.

        Any United States dollar amount to be received by registered holders of a series of foreign currency notes will be based on the highest bid quotation in The City of New York received by the exchange rate agent at approximately 11:00 A.M., New York City time, on the second business day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the exchange rate agent) selected by the exchange rate agent and approved by the issuing trust for the purchase by the quoting dealer of the specified currency for United States dollars for settlement on that payment date in the aggregate amount of the specified currency payable to all registered holders of such series of foreign currency notes scheduled to receive United States dollar payments and at which the applicable dealer commits to execute a contract. All currency exchange costs will be borne by the relevant registered holders of such series of foreign currency notes by deductions from any payments. If three bid quotations are not available, payments will be made in the specified currency.

        Registered holders of foreign currency notes may elect to receive all or a specified portion of any payment of principal, premium, if any, and/or interest, if any, in the specified currency by submitting a written request to the indenture trustee at its corporate trust office in The City of New York on or prior to the applicable regular interest record date or at least fifteen calendar days prior to the maturity date, as the case may be. This written request may be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission. This election will remain in effect until revoked by written notice delivered to the indenture trustee on or prior to a regular interest record date or at least fifteen calendar days prior to the maturity date, as the case may be. Registered holders of foreign currency notes to be held in the name of a broker or nominee should contact their broker or nominee to determine whether and how an election to receive payments in the specified currency may be made.

        Unless otherwise specified in the applicable pricing supplement, if the specified currency is other than United States dollars, a beneficial owner of a global security which elects to receive payments of principal, premium, if any, and/or interest, if any, in the specified currency must notify the participant through which it owns its interest on or prior to the applicable regular interest record date or at least fifteen calendar days prior to the maturity date, as the case may be, of its election. The applicable participant must notify the depositary of its election on or prior to the third business day after the applicable regular interest record date or at least twelve calendar days prior to the maturity date, as the

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case may be, and the depositary will notify the indenture trustee of that election on or prior to the fifth business day after the applicable regular interest record date or at least ten calendar days prior to the maturity date, as the case may be. If complete instructions are received by the participant from the applicable beneficial owner and forwarded by the participant to the depositary, and by the depositary to the indenture trustee, on or prior to such dates, then the applicable beneficial owner will receive payments in the specified currency.

        Each trust will make payments of the principal of, and premium, if any, and/or interest, if any, on, foreign currency notes which are to be made in United States dollars in the manner specified herein with respect to notes denominated in United States dollars. See "Description of the Notes—General". Each trust will make payments of interest, if any, on foreign currency notes which are to be made in the specified currency on an interest payment date other than the maturity date by check mailed to the address of the registered holders of their foreign currency notes as they appear in the applicable note register, subject to the right to receive these interest payments by wire transfer of immediately available funds under the circumstances described under "Description of the Notes—General". Each trust will make payments of principal of, and premium, if any, and/or interest, if any, on, foreign currency notes which are to be made in the specified currency on the maturity date by wire transfer of immediately available funds to an account with a bank designated at least fifteen calendar days prior to the maturity date by the applicable registered holder, provided the particular bank has appropriate facilities to make these payments and the particular foreign currency note is presented and surrendered at the office or agency maintained by the issuing trust for this purpose in the Borough of Manhattan, The City of New York, in time for the indenture trustee to make these payments in accordance with its normal procedures.

Availability of Specified Currency

        If the specified currency for foreign currency notes is not available for any required payment of principal, premium, if any, and/or interest, if any, due to the imposition of exchange controls or other circumstances beyond the control of the issuing trust, such trust will be entitled to satisfy the obligations to the registered holders of these foreign currency notes by making payments in United States dollars on the basis of the market exchange rate, computed by the exchange rate agent as described above, on the second business day prior to the particular payment or, if the market exchange rate is not then available, on the basis of the most recently available market exchange rate.

        The "market exchange rate" for a specified currency other than United States dollars means the noon dollar buying rate in The City of New York for cable transfers for the specified currency as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York.

        All determinations made by the exchange rate agent shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on the registered holders of the foreign currency notes.

Judgments

        Under current New York law, a state court in the State of New York would be required to render a judgment in respect of a foreign currency note in the specified currency, and a judgment in the specified currency would be converted into United States dollars at the exchange rate prevailing on the date of entry of the judgment. Accordingly, registered holders of foreign currency notes would be subject to exchange rate fluctuations between the date of entry of a foreign currency judgment and the time when the amount of the foreign currency judgment is paid in United States dollars and converted by the applicable registered holder into the specified currency. It is not certain, however, whether a

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non-New York state court would follow the same rules and procedures with respect to conversions of foreign currency judgments.

        Each trust will indemnify the registered holder of any note issued by it against any loss incurred as a result of any judgment or order being given or made for any amount due under the particular note and that judgment or order requiring payment in a currency (the "judgment currency") other than the specified currency, and as a result of any variation between:


DESCRIPTION OF THE FUNDING AGREEMENTS

        Each trust will use the net proceeds from the issuance of its series of notes to the public to purchase from Global Funding one or more funding agreements issued by Allstate Life. The funding agreement(s) will have a principal amount equal to the principal amount of the related series of notes. The funding agreement(s) will otherwise have payment and other terms substantially similar to the related series of notes.

        The funding agreement(s) may be interest bearing or non-interest bearing and, if interest bearing, may bear interest at fixed or floating rates. The calculation of the interest rate, the due dates for payments and other payment terms of each funding agreement will be determined in the manner substantially similar to that described above under "Description of the Notes". An amount equal to the principal amount of the funding agreement plus accrued but unpaid interest, if any, and accrued discount, if any (in the case of a discount funding agreement) (other than an amortizing funding agreement) will be payable on its maturity date. Allstate Life may issue an amortizing funding agreement that pays an amount in respect of both interest and deposit amount over the life of the funding agreement. For a more detailed discussion of the funding agreements, see "Description of the Funding Agreement" in the accompanying prospectus.

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UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

General

        This section provides a discussion of the material United States Federal income tax consequences of the purchase, ownership and disposition of the notes. This summary is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change (including changes in effective dates) or possible differing interpretations. This summary deals only with notes held as capital assets and does not purport to deal with persons in special tax situations, such as financial institutions, partnerships, insurance companies, regulated investment companies, dealers in securities or currencies, persons holding notes as a hedge against currency risks or as a position in a "straddle" for tax purposes, or persons whose functional currency is not the United States dollar. It also does not deal with holders other than initial purchasers of notes (except where otherwise specifically noted). Persons considering the purchase of the notes should consult their own tax advisors concerning the application of United States Federal income tax laws to their particular situations as well as any consequences of the purchase, ownership and disposition of the notes arising under the laws of any other taxing jurisdiction. This summary does not consider the United States Federal income tax consequences of the purchase, ownership or disposition of a note by a partnership. If a partnership holds a note, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding a note, and partners in a partnership holding a note, should consult their tax advisors.

        As used herein, the term "U.S. Holder" means a beneficial owner of a note that is for United States Federal income tax purposes:

        As used in this section, the term "non-U.S. Holder" means a beneficial owner of a note that is an individual, a corporation, an estate or trust that is not a U.S. Holder.

Classification of the Issuer and Notes

        In the opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., special tax counsel to Global Funding, under current law and based on certain facts and assumptions contained in such opinion:


        Allstate Life, Global Funding and each trust agree, and each holder and beneficial owner of notes by purchasing the notes agrees, for all United States Federal, state and local income and franchise tax purposes (i) to treat the notes as indebtedness of Allstate Life, (ii) Global Funding and each trust will

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be ignored and will not be treated as an association or a publicly traded partnership taxable as a corporation and (iii) to not take any action inconsistent with the treatment described in (i) and (ii) unless otherwise required by law. The remainder of this discussion assumes the notes are properly treated as indebtedness of Allstate Life for all United States Federal income tax purposes.

        An opinion of tax counsel is not binding on the Internal Revenue Service (the "IRS") or the courts, and no ruling on any of the consequences or issues discussed below will be sought from the IRS. The IRS might assert that each trust should be treated as a separate grantor trust for United States Federal income tax purposes, in which case the holders of beneficial interests in the notes related to such trust would be treated as owning a pro rata undivided interest in the assets of such trust. In such a case, the tax consequences to beneficial owners of the notes would not be materially different than those described herein. Persons considering the purchase of notes should consult their own tax advisors about the United States Federal income tax consequences of an investment in the notes and the application of United States Federal income tax laws, as well as the laws of any state, local or foreign taxing jurisdictions, to their particular situations.

U.S. Holders

        Except as described below, payments of interest on a note generally will be taxable to a U.S. Holder as ordinary interest income at the time such payments are accrued or are received (in accordance with the U.S. Holder's regular method of tax accounting).

        The following summary is a general discussion of the United States Federal income tax consequences to U.S. Holders of the purchase, ownership and disposition of notes issued with original issue discount ("discount notes").

        For United States Federal income tax purposes, original issue discount ("OID") is the excess of the stated redemption price at maturity of a note over its issue price, if such excess equals or exceeds a de minimis amount (generally 1/4 of 1% of the note's stated redemption price at maturity multiplied by the number of complete years to its maturity from its issue date or, in the case of a note providing for the payment of any amount other than qualified stated interest (as defined below) prior to maturity, multiplied by the weighted average maturity of such note). The issue price of each note in an issue of notes equals the first price at which a substantial amount of such notes has been sold (ignoring sales to bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers). The stated redemption price at maturity of a note is the sum of all payments provided by the note other than "qualified stated interest" payments. The term "qualified stated interest" generally means stated interest that is unconditionally payable in cash or property (other than debt instruments of the issuer) at least annually at a single fixed rate. In addition, if a note bears interest for one or more accrual periods at a rate below the rate applicable for the remaining term of such note (e.g., notes with teaser rates or interest holidays), and if the greater of either the resulting foregone interest on such note or any "true" discount on such note (i.e., the excess of the note's stated principal amount over its issue price) equals or exceeds a specified de minimis amount, then some or all of the stated interest on the note would be treated as OID rather than qualified stated interest.

        Payments of qualified stated interest on a note are taxable to a U.S. Holder as ordinary interest income at the time such payments are accrued or are received (in accordance with the U.S. Holder's regular method of tax accounting). A U.S. Holder of a discount note must include OID in income as ordinary interest for United States Federal income tax purposes as it accrues under a constant yield method in advance of receipt of the cash payments attributable to such income, regardless of such

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U.S. Holder's regular method of tax accounting. In general, the amount of OID included in income by the initial U.S. Holder of a discount note is the sum of the daily portions of OID with respect to such discount note for each day during the taxable year (or portion of the taxable year) on which such U.S. Holder held such discount note. The "daily portion" of OID on any discount note is determined by allocating to each day in any accrual period a ratable portion of the OID allocable to that accrual period. An "accrual period" may be of any length and the accrual periods may vary in length over the term of the discount note, provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs either on the final day of an accrual period or on the first day of an accrual period. The amount of OID allocable to each accrual period is generally equal to the difference between:

        A U.S. Holder who purchases a discount note for an amount that is greater than its adjusted issue price as of the purchase date and less than or equal to the sum of all amounts payable on the discount note after the purchase date other than payments of qualified stated interest, will be considered to have purchased the discount note at an "acquisition premium". Under the acquisition premium rules, the amount of OID which such U.S. Holder must include in its gross income with respect to such discount note for any taxable year (or portion thereof in which the U.S. Holder holds the discount note) will be reduced (but not below zero) by the portion of the acquisition premium properly allocable to the period.

        Notes that bear interest at floating rates ("variable notes") are subject to special rules whereby a variable note will qualify as a "variable rate debt instrument" if:

        A "qualified floating rate" is any variable rate where variations in the value of such rate can reasonably be expected to measure contemporaneous variations in the cost of newly borrowed funds in the currency in which the variable note is denominated. Although a multiple of a qualified floating rate will generally not itself constitute a qualified floating rate, a variable rate equal to the product of a qualified floating rate and a fixed multiple that is greater than .65 but not more than 1.35 will constitute a qualified floating rate. A variable rate equal to the product of a qualified floating rate and a fixed multiple that is greater than .65 but not more than 1.35, increased or decreased by a fixed rate, will also constitute a qualified floating rate. In addition, two or more qualified floating rates that can

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reasonably be expected to have approximately the same values throughout the term of the variable note (e.g., two or more qualified floating rates with values within 25 basis points of each other as determined on the variable note's issue date) will be treated as a single qualified floating rate. Notwithstanding the foregoing, a variable rate that would otherwise constitute a qualified floating rate but which is subject to one or more restrictions such as a maximum numerical limitation (i.e., a cap) or a minimum numerical limitation (i.e., a floor) may, under certain circumstances, fail to be treated as a qualified floating rate unless such cap or floor is fixed throughout the term of the note. An "objective rate" is a rate that is not itself a qualified floating rate but which is determined using a single fixed formula and that is based on objective financial or economic information. A rate will not qualify as an objective rate if it is based on information that is within the control of Allstate Life (or a related party) or that is unique to the circumstances of Allstate Life (or a related party), such as dividends, profits, or the value of Allstate Life's stock (although a rate does not fail to be an objective rate merely because it is based on the credit quality of Allstate Life). A "qualified inverse floating rate" is any objective rate where such rate is equal to a fixed rate minus a qualified floating rate, as long as variations in the rate can reasonably be expected to inversely reflect contemporaneous variations in the qualified floating rate. In addition, if a variable note provides for stated interest at a fixed rate for an initial period of one year or less followed by a variable rate that is either a qualified floating rate or an objective rate and if the variable rate on the variable note's issue date is intended to approximate the fixed rate (e.g., the value of the variable rate on the issue date does not differ from the value of the fixed rate by more than 25 basis points), then the fixed rate and the variable rate together will constitute either a single qualified floating rate or objective rate, as the case may be.

        If a variable note that provides for stated interest at either a single qualified floating rate or a single objective rate throughout the term thereof qualifies as a "variable rate debt instrument" and if the interest on such note is unconditionally payable in cash or property (other than debt instruments of the issuer) at least annually, then all stated interest on the note will constitute qualified stated interest and will be taxed accordingly. Thus, a variable note that provides for stated interest at either a single qualified floating rate or a single objective rate throughout the term thereof and that qualifies as a "variable rate debt instrument" will generally not be treated as having been issued with OID unless the variable note is issued at a "true" discount (i.e., at a price below the note's stated principal amount) in excess of a specified de minimis amount. The amount of qualified stated interest and the amount of OID, if any, that accrues during an accrual period on such a variable note is determined under the rules applicable to fixed rate debt instruments by assuming that the variable rate is a fixed rate equal to:

        In general, any other variable note that qualifies as a "variable rate debt instrument" will be converted into an "equivalent" fixed rate debt instrument for purposes of determining the amount and accrual of OID and qualified stated interest on the variable note. A variable note is converted into an "equivalent" fixed rate debt instrument by substituting any qualified floating rate or qualified inverse floating rate provided for under the terms of the variable note with a fixed rate equal to the value of the qualified floating rate or qualified inverse floating rate, as the case may be, as of the variable note's issue date. Any objective rate (other than a qualified inverse floating rate) provided for under the terms of the variable note is converted into a fixed rate that reflects the yield that is reasonably expected for the variable note. In the case of a variable note that qualifies as a "variable rate debt instrument" and provides for stated interest at a single fixed rate in addition to either one or more qualified floating rates or a qualified inverse floating rate, the fixed rate is initially converted into a

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qualified floating rate (or a qualified inverse floating rate, if the variable note provides for a qualified inverse floating rate). Under such circumstances, the qualified floating rate or qualified inverse floating rate that replaces the fixed rate must be such that the fair market value of the variable note as of the variable note's issue date is approximately the same as the fair market value of an otherwise identical debt instrument that provides for either the qualified floating rate or qualified inverse floating rate rather than the fixed rate. Subsequent to converting the fixed rate into either a qualified floating rate or a qualified inverse floating rate, the variable note is then converted into an "equivalent" fixed rate debt instrument in the manner described above.

        Once the variable note is converted into an "equivalent" fixed rate debt instrument pursuant to the foregoing rules, the amount of OID and qualified stated interest, if any, are determined for the "equivalent" fixed rate debt instrument by applying the general OID rules to the "equivalent" fixed rate debt instrument. A U.S. Holder of the variable note will account for such OID and qualified stated interest as if the U.S. Holder held the "equivalent" fixed rate debt instrument. Each accrual period appropriate adjustments will be made to the amount of qualified stated interest or OID assumed to have been accrued or paid with respect to the "equivalent" fixed rate debt instrument in the event that such amounts differ from the actual amount of interest accrued or paid on the variable note during the accrual period.

        If the variable note does not qualify as a "variable rate debt instrument" then the variable note would be treated as a contingent payment debt instrument. A U.S. Holder of a contingent payment debt instrument is generally required to include future contingent and noncontingent interest payments in income under the constant yield method as such interest accrues based on Allstate Life's determination of the "comparable yield" and the establishment of a "projected payment schedule" that must produce the comparable yield. The comparable yield is the yield at which Allstate Life would issue a fixed rated debt instrument with similar terms and conditions. The projected payment schedule consists of all stated principal payments and a projected amount and time for each contingent interest payment. If the actual amount of any contingent payment, once determined, differs from the projected amounts, appropriate adjustments are to be made to the amounts required to be included in gross income by the U.S. Holder. The yield, timing and amounts set forth in the projected payment schedule are for purposes of computing the OID only and are not assurances by the trusts with respect to any aspect of the notes. Because U.S. Holders will generally be bound by Allstate Life's determination of the comparable yield and by the projected payment schedule for United States Federal income tax purposes, a U.S. Holder's income inclusions may be accelerated relative to the time payments under the notes are in fact made. The IRS has authority to disregard a projected payment schedule it determines to be unreasonable. Any gain recognized by a U.S. Holder on the sale, exchange, or retirement of a contingent payment debt instrument will be treated as interest income and all or a portion of any loss realized could be treated as ordinary loss as opposed to capital loss (depending upon the circumstances). The United States Federal income tax treatment of variable notes that are treated as contingent payment debt instruments will be more fully described in the applicable pricing supplement. Purchasers of contingent payment debt instruments should carefully examine the applicable pricing supplement and should consult their own tax advisor with respect to such notes.

        Certain of the notes:

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        Investors intending to purchase notes with such features should consult their own tax advisors, since the OID consequences will depend, in part, on the particular terms and features of the purchased notes.

        U.S. Holders may generally, upon election, include in income all interest (including stated interest, acquisition discount, OID, de minimis OID, market discount, de minimis market discount, and unstated interest, as adjusted by any amortizable bond premium or acquisition premium) that accrues on a debt instrument by using the constant yield method applicable to OID, subject to certain limitations and exceptions.

        Notes that have a fixed maturity of one year or less ("short-term notes") will be treated as having been issued with OID. In general, an individual or other cash method U.S. Holder is not required to accrue such OID unless the U.S. Holder elects to do so. If such an election is not made, any gain recognized by the U.S. Holder on the sale, exchange or maturity of the short-term note will be ordinary income to the extent of the OID accrued on a straight-line basis, or upon election under the constant yield method (based on daily compounding), through the date of sale or maturity, and a portion of the deductions otherwise allowable to the U.S. Holder for interest on borrowings allocable to the short-term note will be deferred until a corresponding amount of income is realized. U.S. Holders who report income for United States Federal income tax purposes under the accrual method, and certain other holders including banks and dealers in securities, are required to accrue OID on a short-term note on a straight-line basis unless an election is made to accrue the OID under a constant yield method (based on daily compounding).

        If a U.S. Holder purchases a note, other than a discount note, for an amount that is less than its issue price (or, in the case of a subsequent purchaser, its stated redemption price at maturity) or, in the case of a discount note, for an amount that is less than its adjusted issue price as of the purchase date, such U.S. Holder will be treated as having purchased such note at a "market discount," unless such market discount is less than a specified de minimis amount.

        Under the market discount rules, a U.S. Holder will be required to treat any partial principal payment (or, in the case of a discount note, any payment that does not constitute qualified stated interest) on, or any gain realized on the sale, exchange, retirement or other disposition of, a note as ordinary income to the extent of the lesser of:

        Market discount will be considered to accrue ratably during the period from the date of acquisition to the maturity date of the note, unless the U.S. Holder elects to accrue market discount on the basis of semiannual compounding.

        A U.S. Holder may be required to defer the deduction of all or a portion of the interest paid or accrued on any indebtedness incurred or maintained to purchase or carry a note with market discount until the maturity of the note or certain earlier dispositions, because a current deduction of such holder's "net direct interest expense" is only allowed to the extent the interest expense exceeds an allocable portion of market discount. Net direct interest expense is the excess of interest paid or accrued to purchase or carry the market discount note over the interest (including OID) includible in the purchaser's gross income. A U.S. Holder may elect to include market discount in income currently as it accrues (on either a ratable or semiannual compounding basis), in which case the rules described

S-56


above regarding the treatment as ordinary income of gain upon the disposition of the note, the receipt of certain cash payments and the deferral of interest deductions will not apply. Generally, such currently included market discount is treated as ordinary interest for United States Federal income tax purposes. Such an election will apply to all debt instruments acquired by the U.S. Holder on or after the first day of the first taxable year to which such election applies and may be revoked only with the consent of the IRS.

        If a U.S. Holder purchases a note for an amount that is greater than the sum of all amounts payable on the note after the purchase date other than payments of qualified stated interest, such U.S. Holder will be considered to have purchased the note with "amortizable bond premium" equal in amount to such excess. A U.S. Holder may elect to amortize such premium using a constant yield method over the remaining term of the note and may offset interest otherwise required to be included in gross income in respect of the note during any taxable year by the amortized amount of such excess for the taxable year. However, if the note may be optionally redeemed after the U.S. Holder acquires it at a price in excess of its stated redemption price at maturity, special rules would apply which could result in a deferral of the amortization of some bond premium until later in the term of the note. Any election to amortize bond premium applies to all taxable debt instruments held or acquired by the U.S. Holder on or after the first day of the first taxable year to which such election applies and may be revoked only with the consent of the IRS.

        Except as discussed above, upon the sale, exchange, redemption (including a redemption in connection with a tax event), retirement or other disposition of a note, a U.S. Holder generally will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange, retirement (other than amounts representing accrued and unpaid interest) or other disposition and such U.S. Holder's adjusted tax basis in the note. A U.S. Holder's adjusted tax basis in a note generally will equal such U.S. Holder's initial investment in the note increased by any OID included in income (and accrued market discount, if any, if the U.S. Holder has included such market discount in income) and decreased by the amount of any payments, other than qualified stated interest payments, received and amortizable bond premium taken into account with respect to such note. Such gain or loss generally will be long-term capital gain or loss if the note were held for more than one year. Non-corporate taxpayers are subject to reduced maximum rates on long-term capital gains and are generally subject to tax at ordinary income rates on short-term capital gains. The deductibility of capital losses is subject to certain limitations. Prospective investors should consult their own tax advisors concerning these tax law provisions.

Notes Denominated or on which Interest is Payable in a Foreign Currency

        As used in this section, "foreign currency" means a currency other than U.S. dollars.

        A U.S. Holder who uses the cash method of accounting for United States Federal income tax purposes and who receives a payment of interest on a foreign currency note (other than OID or market discount) will be required to include in income the U.S. dollar value of the foreign currency payment (determined on the date such payment is received) regardless of whether the payment is in fact converted to U.S. dollars at that time, and such U.S. dollar value will be the U.S. Holder's tax basis in such foreign currency.

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        A U.S. Holder who uses the accrual method of accounting for United States Federal income tax purposes, or who otherwise is required to accrue interest prior to receipt, will be required to include in income the U.S. dollar value of the amount of interest income (including OID or market discount and reduced by amortizable bond premium to the extent applicable) that has accrued and is otherwise required to be taken into account with respect to a foreign currency note during an accrual period. The U.S. dollar value of such accrued income will be determined by translating such income at the average rate of exchange for the accrual period or, with respect to an accrual period that spans two taxable years, at the average rate for the partial period within the taxable year. A U.S. Holder may elect, however, to translate such accrued interest income using the rate of exchange on the last day of the accrual period or, with respect to an accrual period that spans two taxable years, using the rate of exchange on the last day of the taxable year. If the last day of an accrual period is within five business days of the date of receipt of the accrued interest, a U.S. Holder may translate such interest using the rate of exchange on the date of receipt. The above election will apply to other debt obligations held by the U.S. Holder and may not be changed without the consent of the IRS. A U.S. Holder should consult a tax advisor before making the above election. A U.S. Holder will recognize exchange gain or loss (which will be treated as ordinary income or loss) with respect to accrued interest income on the date such income is received. The amount of ordinary income or loss recognized will equal the difference, if any, between the U.S. dollar value of the foreign currency payment received (determined on the date such payment is received) in respect of such accrual period and the U.S. dollar value of interest income that has accrued during such accrual period (as determined above).

        A U.S. Holder who purchases a foreign currency note with previously owned foreign currency will recognize ordinary income or loss in an amount equal to the difference, if any, between such U.S. Holder's tax basis in the foreign currency and the U.S. dollar fair market value of the foreign currency used to purchase the foreign currency note, determined on the date of purchase.

        Except as discussed above with respect to short-term notes, upon the sale, exchange, redemption (including a redemption in connection with a tax event) or retirement of a foreign currency note, a U.S. Holder will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange or retirement and such U.S. Holder's adjusted tax basis in the foreign currency note. Such gain or loss generally will be capital gain or loss (except to the extent of any accrued market discount not previously included in the U.S. Holder's income) and will be long-term capital gain or loss if at the time of sale, exchange or retirement the foreign currency note has been held by such U.S. Holder for more than one year. To the extent the gain realized represents accrued but unpaid interest, however, such amounts must be taken into account as interest income, with exchange gain or loss computed as described in "Payments of Interest in a Foreign Currency" above. If a U.S. Holder receives foreign currency on such a sale, exchange or retirement the amount realized will be based on the U.S. dollar value of the foreign currency on the date the payment is received or the foreign currency note is disposed of (or deemed disposed of as a result of a material change in the terms of the foreign currency note). In the case of a foreign currency note that is denominated in foreign currency and is traded on an established securities market, a cash basis U.S. Holder (or, upon election, an accrual basis U.S. Holder) will determine the U.S. dollar value of the amount realized by translating the foreign currency payment at the spot rate of exchange on the settlement date of the sale. A U.S. Holder's adjusted tax basis in a foreign currency note will equal the cost of the foreign currency note to such U.S. Holder, increased by the amounts of any market discount or OID previously included in income by the U.S. Holder with respect to such foreign currency note and reduced by any amortized acquisition or other premium and any principal payments received by the U.S. Holder. A U.S. Holder's tax basis in a foreign currency note, and the amount of any subsequent adjustments to such

S-58


U.S. Holder's tax basis, will be the U.S. dollar value of the foreign currency amount paid for such foreign currency note, or of the foreign currency amount of the adjustment, determined on the date of such purchase or adjustment.

        Gain or loss realized upon the sale, exchange or retirement of a foreign currency note that is attributable to fluctuations in currency exchange rates will be ordinary income or loss which will not be treated as interest income or expense. Gain or loss attributable to fluctuations in exchange rates will equal the difference between the U.S. dollar value of the foreign currency principal amount of the foreign currency note, determined on the date such payment is received or the foreign currency note is disposed of, and the U.S. dollar value of the foreign currency principal amount of the foreign currency note, determined on the date the U.S. Holder acquired the foreign currency note. Such foreign currency gain or loss will be recognized only to the extent of the total gain or loss realized by the U.S. Holder on the sale, exchange or retirement of the foreign currency note.

        In the case of a discount note or short-term note:

        In the case of a foreign currency note with market discount:

        With respect to a foreign currency note acquired with amortizable bond premium, such premium is determined in the relevant foreign currency and reduces interest income in units of the foreign currency. Although not entirely clear, a U.S. Holder should recognize exchange gain or loss equal to the difference between the U.S. dollar value of the bond premium amortized with respect to a period, determined on the date the interest attributable to such period is received, and the U.S. dollar value of the bond premium determined on the date of the acquisition of the foreign currency note.

S-59


        A U.S. Holder will have a tax basis in any foreign currency received as interest or on the sale, exchange or retirement of a foreign currency note equal to the U.S. dollar value of such foreign currency, determined at the time the interest is received or at the time of the sale, exchange or retirement. Any gain or loss realized by a U.S. Holder on a sale or other disposition of foreign currency (including its exchange for U.S. dollars or its use to purchase foreign currency notes) will be ordinary income or loss.

Non-U.S. Holders

        Payments of interest (including OID, if any) on a note received by a non-U.S. Holder that does not hold its notes in connection with the conduct of a trade or business in the United States, will generally not be subject to United States Federal withholding tax pursuant to the "Portfolio Interest Exemption" unless:

        To qualify for the Portfolio Interest Exemption from United States Federal withholding tax, the last United States payor in the chain of payment prior to payment to a non-U.S. Holder (the "withholding agent") must have received in the year in which a payment of interest or principal occurs, or in either of the two preceding calendar years, a statement that:

        The statement may be made on an IRS Form W-8BEN or a substantially similar form, and the beneficial owner must inform the withholding agent of any change in the information on the statement within 30 days of such change. If a note is held through a securities clearing organization or certain other financial institutions, the organization or institution may provide a signed statement to the withholding agent. However, in such a case, the signed statement generally must be accompanied by a copy of the IRS Form W-8BEN or the substitute form provided by the beneficial owner to the organization or institution.

        If a non-U.S. Holder cannot satisfy the requirements for eligibility for the Portfolio Interest Exemption, interest earned by such non-U.S. Holder will be subject to United States Federal withholding tax at a 30% rate unless the non-U.S. Holder provides the withholding agent with a properly executed:

        Notwithstanding the provision of IRS Form W-8ECI, a non-U.S. Holder that holds its notes in connection with its conduct of a trade or business in the United States will be taxed on its notes in the

S-60


same manner as a U.S. Holder, and, if such non-U.S. Holder is a foreign corporation, it may also be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for the taxable year, subject to adjustments.

        Generally, a non-U.S. Holder will not be subject to United States Federal income taxes on any amount which constitutes capital gain upon the sale, exchange, redemption (including a redemption in connection with a tax event), retirement or other disposition of a note, provided:


        Certain other exceptions may be applicable, and a non-U.S. Holder should consult its tax advisor in this regard.

        The notes will not be includible in the estate of a non-U.S. Holder unless the individual is a direct or indirect 10% or greater shareholder of Allstate Life or, at the time of such individual's death, payments in respect of the notes would have been effectively connected with the conduct by such individual of a trade or business in the United States. If any portion of the interest payable on the notes at the time of the individual's death was contingent interest, then an appropriate portion of the value of the notes would be includible in the estate of a non-U.S. Holder.

Backup Withholding and Information Reporting

        Backup withholding of United States Federal income tax at a rate of 28% may apply to payments made in respect of the notes to registered owners who are not "exempt recipients" and who fail to provide certain identifying information (such as the registered owner's taxpayer identification number) in the required manner. Generally, individuals are not exempt recipients, whereas corporations and certain other entities generally are exempt recipients. Payments made in respect of the notes to a U.S. Holder must be reported to the IRS, unless the U.S. Holder is an exempt recipient or establishes an exemption. Compliance with the identification procedures described in the preceding section would establish an exemption from backup withholding for those non-U.S. Holders who are not exempt recipients.

        In addition, upon the sale of a note to (or through) a broker, the broker must withhold 28% of the entire purchase price, unless either the broker determines that the seller is a corporation or other exempt recipient or the seller provides, in the required manner, certain identifying information and, in the case of a non-U.S. Holder, certifies that such seller is a non-U.S. Holder (and certain other conditions are met). Such a sale must also be reported by the broker to the IRS, unless either the broker determines that the seller is an exempt recipient or the seller certifies its non-U.S. status (and certain other conditions are met). Certification of the registered owner's non-U.S. status would be made normally on an IRS Form W-8BEN under penalties of perjury, although in certain cases it may be possible to submit other documentary evidence.

        Any amounts withheld under the backup withholding rules from a payment to a beneficial owner would be allowed as a refund or a credit against such beneficial owner's United States Federal income tax provided the required information is furnished to the IRS.

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PLAN OF DISTRIBUTION

        The notes of a series will be offered to or through one or more of Merrill Lynch, Pierce, Fenner & Smith Incorporated, A.G. Edwards & Sons, Inc., Banc of America Securities LLC, Banc One Capital Markets, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities Inc., Lehman Brothers Inc., Morgan Stanley & Co. Incorporated, UBS Securities LLC and Wachovia Securities L.L.C. (collectively, the "Agents") pursuant to a terms agreement among Global Funding, the issuing trust and each Agent named therein (each, a "terms agreement") and the distribution agreement between Global Funding and the Agents named therein, dated as of                        , 2004 (the "distribution agreement"). Each terms agreement will incorporate by reference the terms of the distribution agreement. The Agents, individually or in a syndicate, may purchase notes, as principal, from a trust for resale to investors and other purchasers at varying prices relating to prevailing market prices at the time of resale as determined by the applicable Agent or, if so specified in the applicable pricing supplement, for resale at a fixed offering price. However, a trust may agree with an Agent for that Agent to utilize its reasonable efforts on an agency basis on its behalf to solicit offers to purchase notes at 100% of the principal amount thereof, unless otherwise specified in the applicable pricing supplement. Unless otherwise specified in the applicable pricing supplement, each trust will pay a commission to an Agent, ranging from .150% to .875% of the principal amount of each note, depending upon its stated maturity, sold through that Agent as its agent. The notes may be sold to United States and foreign institutional and other investors.

        Subject to the terms of the applicable terms agreement and the distribution agreement, concurrently with any offering of a series of notes by a trust as described in this prospectus supplement, other trusts may issue other notes under this program or the Allstate LifeSM CoreNotes® program.

        Unless otherwise specified in the applicable pricing supplement, any note sold to an Agent as principal will be purchased by that Agent at a price equal to 100% of the principal amount thereof less a percentage of the principal amount equal to the commission applicable to an agency sale of a note of identical maturity. An Agent may sell notes it has purchased from a trust as principal to certain dealers less a concession equal to all or any portion of the discount received in connection with that purchase. An Agent may allow, and dealers may reallow, a discount to certain other dealers. After the initial offering of notes, the offering price, the concession and the reallowance may be changed.

        The offer made hereby may be modified without notice, and each trust may reject offers in whole or in part (whether placed directly by the issuing trust or through an Agent). Each Agent will have the right, in its discretion reasonably exercised, to reject in whole or in part any offer to purchase notes received by it on an agency basis.

        Unless otherwise specified in the applicable pricing supplement, you will be required to pay the purchase price of your notes in immediately available funds in the specified currency in The City of New York on the date of settlement.

        Upon issuance, the notes of a series will not have an established trading market. Unless otherwise specified in the applicable pricing supplement, the notes will not be listed on any securities exchange. The Agents may from time to time purchase and sell notes in the secondary market, but the Agents are not obligated to do so, and there can be no assurance that a secondary market for the notes will develop or that there will be liquidity in the secondary market if one develops. From time to time, the Agents may make a market in the notes, but the Agents are not obligated to do so and may discontinue any market-making activity at any time.

        In connection with an offering of notes purchased by one or more Agents as principal on a fixed offering price basis, the applicable Agents will be permitted to engage in certain transactions that stabilize the price of notes. These transactions may consist of bids or purchases for the purpose of

S-62


pegging, fixing or maintaining the price of notes. If those Agents create a short position in notes (i.e., if they sell notes in an amount exceeding the amount specified in the applicable pricing supplement), they may reduce that short position by purchasing notes in the open market. In general, purchases of notes for the purpose of stabilization or to reduce a short position could cause the price of notes to be higher than it might be in the absence of these type of purchases.

        Neither Global Funding and the trusts nor any Agent make any representation or prediction as to the direction or magnitude of any effect that the transactions described in the immediately preceding paragraph may have on the price of notes. In addition, neither Global Funding and the trusts nor any Agent make any representation that the Agents will engage in any such transactions or that such transactions, once commenced, will not be discontinued without notice.

        The Agents participating in the distribution of notes will be "underwriters," with respect to the notes being distributed by them and the funding agreements being purchased by the issuing trust, and any discounts or commissions received by them on the sale or resale of notes may be deemed to be underwriting discounts and commissions under the Securities Act. The Agents may be entitled under agreements entered into with a trust, Global Funding and Allstate Life to indemnification against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments that the Agents may be required to make in respect of such liabilities.

        Global Funding is a statutory issuer of the notes and the funding notes under the Securities Act, and Allstate Life is a statutory issuer of the funding agreements under the Securities Act.

        The indenture trustee is affiliated with J.P. Morgan Securities Inc., which is an Agent.

        In the ordinary course of its business, the Agents and their affiliates have engaged, and may in the future engage, in investment and commercial banking transactions with Allstate Life and certain of its affiliates.

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$4,000,000,000

Allstate Life Global Funding
Depositor

Secured Medium Term Notes

Due Between Nine Months and 30 Years
From the Date of Issue

Issued Through

Allstate Life Global Funding Trusts

   
   

 
 
P R O S P E C T U S    S U P P L E M E N T
 
 

 
 

 
 

Merrill Lynch & Co.
A.G. Edwards & Sons, Inc.
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Barclays Capital
Citigroup
Credit Suisse First Boston
Deutsche Bank Securities
Goldman, Sachs & Co.
JPMorgan
Lehman Brothers
Morgan Stanley
UBS Investment Bank
Wachovia Securities

                          , 2004

The information in this prospectus supplement is not complete and may be changed. Neither the depositor nor the trusts may sell these securities until the registration statement filed with the SEC is effective. This prospectus supplement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer of or sale is not permitted or would require registration or qualification under the securities laws of the jurisdiction.

Subject to Completion
Preliminary Prospectus Supplement dated                        , 2004

P R O S P E C T U S    S U P P L E M E N T
(To Prospectus dated             )

$4,000,000,000
Allstate Life Global Funding
Depositor
Allstate LifeSM CoreNotes®
 Due Between Nine Months and 30 Years From the Date of Issue
Issued Through
Allstate Life Global Funding Trusts

Allstate Life Global Funding (the "depositor" or "Global Funding") is a statutory trust formed under the laws of the State of Delaware. Its sole purpose is to facilitate the programs for the issuance of one or more series of secured medium term notes, including the Allstate LifeSM CoreNotesSM, which are referred to in this prospectus supplement as "notes". Each series of notes will be issued by a separate newly created Delaware statutory trust (each, a "trust"). Allstate Life Global Funding will be the sole beneficial owner of each trust that is formed. The notes may have an aggregate principal amount of up to $4,000,000,000.

The specific terms of each series of notes will be set forth in a separate pricing supplement. You should read this prospectus supplement, the accompanying prospectus and the applicable pricing supplement carefully before you invest.

The notes of each series:

•
will be the unconditional, direct, non-recourse, secured and unsubordinated obligations of the issuing trust;
•
will be secured by one or more funding agreements issued by Allstate Life Insurance Company ("Allstate Life"), an Illinois stock life insurance company, and sold to, and deposited into, the issuing trust by Allstate Life Global Funding;
•
will have a stated maturity of nine months to 30 years from the date of issue;
•
will have redemption and/or repayment provisions, if applicable, whether mandatory or at the option of the issuing trust or the holders of such notes;
•
will provide for payments in U.S. dollars;
•
will, unless otherwise specified in the applicable pricing supplement, have a minimum denomination of $1,000 and integral multiples of $1,000 in excess thereof;
•
will be in book-entry form;
•
will bear interest at fixed or floating rates; unless otherwise specified in the applicable pricing supplement, each trust will pay interest on the relevant series of notes on a monthly, quarterly, semiannual or annual basis;
•
will be secured by the right, title and interest of the issuing trust in and to (1) the funding agreement(s) held by that trust, (2) all proceeds of such funding agreement(s) and (3) all books and records pertaining to such funding agreement(s); and
•
may be sold in the United States to retail and other investors.

        Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page S-14.

        Neither the Securities and Exchange Commission, any state securities commission nor any state insurance commission has approved or disapproved of these securities or determined if this prospectus supplement, the accompanying prospectus or any pricing supplement is truthful or complete. Any representation to the contrary is a criminal offense.

Merrill Lynch & Co.

The date of this prospectus supplement is                        , 2004.

"Allstate LifeSM" is a registered service mark of Allstate Insurance Company.

"CoreNotes®" is a registered service mark of Merrill Lynch & Co., Inc.


TABLE OF CONTENTS

Prospectus Supplement

 
   Page
Forward-Looking Statements   S-1
About this Prospectus Supplement and the Pricing Supplements   S-2
Summary   S-3
Risk Factors   S-14
Allstate Life Global Funding Trusts   S-22
Allstate Life Global Funding   S-22
Allstate Life Insurance Company   S-23
Description of the Notes   S-24
Description of the Funding Agreements   S-53
United States Federal Income Tax Considerations   S-53
Plan of Distribution   S-65

Prospectus

 
   Page
Forward-Looking Statements   1
About This Prospectus   2
Available Information   2
Incorporation of Documents by Reference   3
Description of Allstate Life Global Funding and the Trusts   4
Description of Allstate Life Insurance Company   6
Ratio of Earnings to Fixed Charges   7
Use of Proceeds   7
Description of the Notes   8
Description of the Indentures   9
Description of the Funding Notes   19
Description of the Funding Agreements   20
Description of Support and Expenses Agreements   25
Description of Administrative Services Agreements   26
ERISA Considerations   27
Plan of Distribution   30
Legal Opinions   30
Experts   31

        Each trust may sell its notes to the Purchasing Agent referred to below as principal for resale at a fixed offering price specified in the applicable pricing supplement or at varying prices. Each trust may also explicitly agree with the Purchasing Agent that it will use its reasonable efforts as agent on behalf of the issuing trust to solicit offers to purchase notes of the applicable series from


that trust at 100% of the principal amount thereof, unless otherwise specified in the applicable pricing supplement. Unless otherwise specified in the applicable pricing supplement, any note sold to the Purchasing Agent as principal will be purchased by the Purchasing Agent at a price equal to 100% of the principal amount thereof less a percentage of the principal amount equal to the commission applicable to an agency sale of a note of identical maturity. Unless otherwise specified in the applicable pricing supplement, each trust will pay a commission to the Purchasing Agent, ranging from ..125% to 2.50% of the principal amount of each applicable note, depending upon its stated maturity, for each note purchased from the issuing trust by the Purchasing Agent as its agent.

        You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any pricing supplement. Neither of the registrants nor the Purchasing Agent has authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. Neither of the registrants nor the Purchasing Agent is making an offer to sell notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus supplement, the accompanying prospectus or the applicable pricing supplement is accurate only as of its respective date. Updated information will be provided in the future as explained under "Incorporation of Documents by Reference" in the accompanying prospectus.


FORWARD-LOOKING STATEMENTS

Allstate Life

        This prospectus supplement, the accompanying prospectus and each applicable pricing supplement may include forward-looking statements of Allstate Life. These forward-looking statements are not statements of historical fact but rather reflect Allstate Life's current expectations, estimates and predictions about future results and events. These statements may use words such as "anticipate," "believe," "estimate," "expect," "intend," "predict," "project" and similar expressions as they relate to Allstate Life or its management. When Allstate Life makes forward-looking statements, Allstate Life is basing them on its management's beliefs and assumptions, using information currently available to Allstate Life. These forward-looking statements are subject to risks, uncertainties and assumptions, including but not limited to, risks, uncertainties and assumptions discussed in this prospectus supplement, the accompanying prospectus and in each applicable pricing supplement. Factors that can cause or contribute to these differences include those described under the heading "Risk Factors" in this prospectus supplement. Allstate Life undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

        If one or more of these or other risks or uncertainties materialize, or if Allstate Life's underlying assumptions prove to be incorrect, actual results may vary materially from what Allstate Life projected. Any forward-looking statements of Allstate Life you read in this prospectus supplement, the accompanying prospectus or any pricing supplement reflect Allstate Life's current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to Allstate Life's operations, results of operations, growth strategy and liquidity. All subsequent written and oral forward-looking statements attributable to Allstate Life or individuals acting on Allstate Life's behalf are expressly qualified in their entirety by this section. You should specifically consider the factors identified in this prospectus supplement, the accompanying prospectus and each applicable pricing supplement which could cause actual results to differ before making an investment decision.

Global Funding and the Trusts

        This prospectus supplement, the accompanying prospectus and each applicable pricing supplement may include forward-looking statements of Global Funding and the trusts. These forward-looking statements are subject to risks, uncertainties and assumptions, including but not limited to, risks, uncertainties and assumptions discussed in this prospectus supplement, the accompanying prospectus and in each applicable pricing supplement. Global Funding does not, and the trusts will not, undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

        You should specifically consider the factors identified in this prospectus supplement, the accompanying prospectus and each applicable pricing supplement before making an investment

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decision. Global Funding and the issuing trusts are not currently entitled to the safe harbors contained in Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Therefore, forward-looking statements of Global Funding and the issuing trusts in this prospectus supplement and the accompanying prospectus are not currently and will never be entitled to these safe harbors.


ABOUT THIS PROSPECTUS SUPPLEMENT AND THE PRICING SUPPLEMENTS

        This document is a prospectus supplement and supplements a prospectus which is part of a registration statement filed with the Securities and Exchange Commission (the "SEC") by Allstate Life Global Funding and Allstate Life Insurance Company (the "registrants"). This prospectus supplement provides you with a general description of the notes. The trusts may sell these notes in various offerings up to an aggregate initial offering price of $4,000,000,000, less any amount of notes previously issued by the trusts under this program or pursuant to a separate prospectus supplement that relates to the Allstate Life Global Funding secured medium term note program. References in this prospectus supplement to "notes" are to the Allstate LifeSM CoreNotes® offered by this prospectus supplement.

        This prospectus supplement and the information incorporated by reference in it may update, supplement or clarify the information in the accompanying prospectus. You will also receive a pricing supplement with the prospectus supplement. The pricing supplement will contain the specific description of the notes offered at the time and the terms on which the notes are offered. That pricing supplement also may add, update, supplement or clarify information in this prospectus supplement and the accompanying prospectus. You should carefully review such additional, updated, supplemental or clarifying information contained in the pricing supplement.

        It is important for you to read and consider all of the information contained in this prospectus supplement and the accompanying prospectus, as well as in the applicable pricing supplement relating to the particular offering of notes, in making your decision to invest in notes. You should also read and consider the information in the documents referred to in "Incorporation of Documents by Reference" in the accompanying prospectus.

        In this prospectus supplement, references to the "depositor" and "Global Funding" are to Allstate Life Global Funding. References to the "trusts" are to Allstate Life Global Funding Trusts. References to an "issuing trust" are to a trust with respect to the series of notes issued and sold to the public by that trust. These references are not to Allstate Life Insurance Company. In this prospectus supplement, references to "Allstate Life" are to Allstate Life Insurance Company. References to "Purchasing Agent" are to Merrill Lynch, Pierce, Fenner & Smith Incorporated.

        In this prospectus supplement, references to "United States dollars," "U.S. dollars" or "$" are to lawful currency of the United States of America.

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SUMMARY

        This section summarizes certain of the legal and financial terms of the notes that are described in more detail in this prospectus supplement under "Description of the Notes" beginning on page S-      and other information described elsewhere in this prospectus supplement or the accompanying prospectus. You should read the more detailed information appearing elsewhere in this prospectus supplement and the accompanying prospectus, as well as in the applicable pricing supplement relating to the particular offering of notes.

The Trusts   Each series of notes will be issued by a separate newly created Delaware statutory trust (each, a "trust") formed by Allstate Life Global Funding, as trust beneficial owner, AMACAR Pacific Corp., as administrator (the "administrator"), and Wilmington Trust Company, as Delaware trustee (the "Delaware trustee"), pursuant to the filing of a certificate of trust and the execution of a trust agreement. Each trust agreement pursuant to which various trusts may be formed from time to time to issue notes is referred to in this prospectus supplement as a "trust agreement". Allstate Life Global Funding will be the sole beneficial owner of each trust that is formed.

Depositor
 
Allstate Life Global Funding is the depositor of the funding agreements into the issuing trusts.

Purposes of Depositor and Trusts
 
The sole purpose of Global Funding is to facilitate the programs for the issuance of notes. The sole purpose of each trust is to issue the related series of notes to the public, which notes will be secured by one or more funding agreements issued by Allstate Life, and assigned absolutely to, and deposited into, the issuing trust by Global Funding. Each trust will use the net proceeds received from issuing its series of notes to acquire one or more funding agreements. Each trust will hold the collateral described below pertaining to its series of notes to fund its obligations under that series of notes. Each trust will pledge and collaterally assign the funding agreement(s) held in that trust to the indenture trustee for the benefit of the holders of that trust's series of notes. Holders of notes of a series may only look to the funding agreement(s) and any other collateral held in, or pledged and collaterally assigned to

 
 
 
 
 

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the indenture trustee by, the issuing trust for payment on their notes and not to the assets held in any other trust.

 
 
No trust will be affiliated with Allstate Life.

Allstate Life Can Issue Medium
Term Notes and Funding Agreements Directly to Investors
 
Allstate Life is able to issue its own medium term notes directly to investors and does issue funding agreements directly to qualified investors. However, by securing each trust's notes with one or more of Allstate Life's funding agreements, such trust's notes are secured by an asset that would have a higher priority in insolvency than unsecured medium term notes of Allstate Life and may be entitled to receive a higher investment rating than unsecured medium term notes of Allstate Life. In addition, funding agreements are very difficult to transfer and have no active secondary market. By securing each trust's notes with one or more of Allstate Life's funding agreements, investors may be able to avail themselves of many of the benefits of Allstate Life's funding agreements while benefiting from the liquidity afforded by each trust's medium term notes.

Collateral; Status
 
The notes of a series will be secured by the right, title and interest of the issuing trust in and to (1) the funding agreement(s) held by that trust, (2) all proceeds of such funding agreement(s) and (3) all books and records pertaining to such funding agreement(s). In this prospectus supplement, references to "other collateral" are to items (2) and (3) above.

 
 
The notes of a series will be the unconditional, direct, non-recourse and unsubordinated obligations of the issuing trust and will rank equally among themselves. Each series of notes will be secured by and payable solely out of the assets of the issuing trust, and holders of such series of notes will have no right against the assets of Global Funding or the assets of any other trust.

 
 
Each series of notes may be accelerated in the payment of principal and outstanding interest if an event of default under the notes occurs. Upon the occurrence of an event of

 
 
 
 
 

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default, the indenture trustee (described below) on behalf of the holders of notes may only proceed against the collateral held in the issuing trust.

 
 
The notes of each series are not, and will not be, insurance contracts, insurance policies or funding agreements.

 
 
The notes are not obligations of Allstate Life, Global Funding or any other person or entity other than the trust that issued the relevant notes. The notes are not guaranteed by any person or entity. The notes will not benefit from any insurance guaranty fund coverage or any similar protection.

Funding Agreements
 
Each trust will use the net proceeds received from the offering of its series of notes to purchase from Global Funding one or more funding agreements issued by Allstate Life. The funding agreement(s) will have a principal amount equal to the principal amount of the related series of notes. The funding agreement(s) will otherwise have payment and other terms substantially similar to the related series of notes.

 
 
The funding agreements are unsecured obligations of Allstate Life, an Illinois stock life insurance company. In the event of insolvency of an Illinois insurance company, claims against the insurer's estate are prioritized pursuant to Section 5/205 of the Illinois Insurance Code. Under Section 5/205(1)(d) of the Illinois Insurance Code, claims by "policyholders, beneficiaries, and insureds, under insurance policies, annuity contracts, and funding agreements" receive payment prior to any distribution to general creditors not falling within any other priority class under the Illinois Insurance Code.

 
 
The registrants believe that in a properly prepared and presented case in a delinquency proceeding under Article XIII of the Illinois Insurance Code, 215 ILCS Section 5/187 et seq. (the "Illinois Liquidation Act"), the timely and properly filed claims of an owner under the funding agreement (with the possible exception of claims for Additional Amounts, as discussed below) would be entitled to distribution pari passu with

 
 
 
 
 

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claims made by other policyholders, beneficiaries, and insureds under other insurance policies, insurance contracts, annuities and funding agreements issued by Allstate Life, and the claims of the Illinois Life and Health Insurance Guaranty Association, and any similar organization in another state, in accordance with Section 5/205(1)(d) of the Illinois Liquidation Act, and an owner's claims under the funding agreement should not be recharacterized as other than the claims of a policyholder, beneficiary, or insured under an insurance policy, insurance contract, annuity or funding agreement.

 
 
The obligations of Allstate Life under any funding agreement will not be guaranteed by any person or entity.

 
 
If a funding agreement so provides, Allstate Life may be required to pay Additional Amounts (as such term is defined therein) to the indenture trustee as collateral assignee of the funding agreement. For a discussion regarding payment of Additional Amounts, see "Description of the Notes—Withholding Tax; No Payment of Additional Amounts". Although such payments could be viewed as a claim under the funding agreements within the meaning of Section 5/205(1)(d), they may also be argued to be a separate payment obligation. Therefore, while in a proceeding before a court of competent jurisdiction the court might find that a claim for an Additional Amount constitutes a claim under a funding agreement, it also might find that such a claim is not a claim entitled to the priority afforded by Section 5/205(1)(d). If a claim for an Additional Amount does not constitute a claim entitled to the priority afforded by Section 5/205(1)(d), then in a properly prepared and presented case any claim for an Additional Amount would be entitled to the same priority as claims of general creditors of Allstate Life under Section 5/205(1)(g).

 
 
With respect to the issuance of any series of the notes, the aggregate amount of Allstate Life's liabilities that would rank pari passu with each funding agreement securing such series of notes is disclosed in the financial statements of

 
 
 
 
 

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Allstate Life contained in Allstate Life's most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the SEC, in each case as of the date of such financial statements. This amount appears in the Consolidated Statements of Financial Position as a liability under the line item entitled "Contractholder funds".

Title
 
Allstate LifeSM CoreNotes®

Allstate LifeSM CoreNotes® Program
 
This prospectus supplement relates to one or more series of notes that one or more Delaware special purpose statutory trusts that may be formed from time to time may issue and sell primarily to retail investors under this Allstate LifeSM CoreNotes® program. Allstate LifeSM CoreNotes® will be offered from time to time to the public, with payment of principal of, any premium and interest on, and any other amounts due and owing with respect to, the Allstate LifeSM CoreNotes® to be secured by one or more applicable funding agreements issued by Allstate Life and sold to, and deposited into, the issuing trust by Global Funding.

Secured Medium Term Notes Program
 
Included in the registration statement, of which this prospectus supplement is a part, is another prospectus supplement relating to series of notes that may be issued and sold primarily to institutional investors by one or more newly established Delaware statutory trusts under the related secured medium term notes program. The terms of the secured medium term notes are identical in all material respects to the terms of the notes to be sold under this program, as described in this prospectus supplement, except that the secured medium term notes:

 
 
•
 
may be issued as amortizing notes;

 
 
•
 
may be denominated in one or more foreign currencies;

 
 
•
 
will not contain a survivor's option, permitting optional repayment of notes of a series, subject to certain limitations, prior to maturity, if requested, following the death of the beneficial owner of notes of that series; and

 
 
 
 
 

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•
 
may contain a provision providing for the redemption of the notes if Allstate Life is required to pay additional amounts on the related funding agreements pursuant to the applicable pricing supplement and Allstate Life exercises its right to redeem the funding agreements.

Indentures and Indenture Trustee
 
Each series of notes will be issued by the issuing trust pursuant to a separate indenture (each, an "indenture") to be entered into between the issuing trust and J.P. Morgan Trust Company, National Association, in its capacity as indenture trustee (including any successor, the "indenture trustee"). Each indenture will be subject to and qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The indenture trustee is not affiliated with the trusts, the depositor or Allstate Life.

Funding Notes
 
Each trust will use the net proceeds received from the issuance of the related series of notes to purchase a funding note (each, a "funding note") from Global Funding. Global Funding will use the net proceeds received from the sale of the related funding note to purchase one or more funding agreements issued by Allstate Life. Global Funding will immediately assign absolutely to, and deposit into, the issuing trust each such funding agreement, and the relevant funding note will be surrendered.

 
 
Each funding note will have a principal amount equal to the principal amount of the related series of notes. Each funding note will otherwise have payment and other terms substantially similar to the related series of notes, except that each funding note will contain a provision that makes it immediately cancelable upon the transfer by Global Funding of the related funding agreement(s) to the related issuing trust.

Ratings
 
Unless otherwise indicated in the applicable pricing supplement, each series of notes, the related funding note and the funding agreement(s) securing such series of notes will have an issue credit rating of from Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. We expect the program to be rated by        Moody's Investors Service, Inc. ("Moody's"). If

 
 
 
 
 

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Moody's changes the program rating, the new program rating will be specified in the applicable pricing supplement. Notes of a series will be issued under the program only in the event that, at the time of issuance of such series of notes, at least one nationally recognized rating agency would assign an investment grade rating to such series of notes, the related funding note and the funding agreement(s) securing such series of notes.

Purchasing Agent
 
Merrill Lynch, Pierce, Fenner & Smith Incorporated.

Amount
 
Up to $4,000,000,000 of notes less any amount of notes previously issued under this program, the related secured medium term note program or otherwise under the accompanying prospectus.

Form of Notes
 
Book-entry through the facilities of The Depository Trust Company ("DTC"), except as otherwise described under "Description of the Notes—Book-Entry Notes."

Maturities
 
Each series of notes will mature nine months to 30 years from its date of original issuance. Each series of notes will have the same maturity date as the related funding agreement(s).

 
 
Each series of notes may be accelerated in the payment of principal and outstanding interest if an event of default under such series of the notes occurs. Upon the occurrence of an event of default, the indenture trustee (as defined below) on behalf of the holders of notes may only proceed against the collateral held by the issuing trust.

Interest
 
Each fixed rate note will bear interest from its date of issue at the rate stated in the applicable pricing supplement until the principal is paid.

 
 
Each floating rate note will bear interest from the date of issue until the principal is paid at a rate determined by reference to an interest rate or interest rate formula, which may be adjusted by a spread and/or spread multiplier (each as more fully described under "Description of the Notes"). The pricing supplement will designate one or more of the

 
 
 
 
 

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following base rates, along with the index maturity for that base rate:

 
 
•
 
the CD Rate,

 
 
•
 
the CMT Rate,

 
 
•
 
the Commercial Paper Rate,

 
 
•
 
the Federal Funds Rate,

 
 
•
 
LIBOR,

 
 
•
 
the Prime Rate,

 
 
•
 
the Treasury Rate, or

 
 
•
 
such other base rate or interest rate formula as may be set forth in the applicable pricing supplement.

 
 
Interest on each note will be payable either monthly, quarterly, semiannually or annually on each interest payment date and at maturity or, if applicable, earlier redemption or repayment, and will be computed on the basis of a 360-day year of twelve 30-day months, unless otherwise specified in the pricing supplement.

Currency and Denominations
 
Notes will be denominated in U.S. dollars. Unless otherwise specified in the applicable pricing supplement, notes will be issued and sold in denominations of $1,000 and integral multiples of $1,000 in excess thereof.

Principal
 
The principal amount of each note will be payable on its stated maturity date specified in the applicable pricing supplement, unless earlier redeemed or repaid in accordance with its terms.

Redemption
 
Unless otherwise specified in the applicable pricing supplement:

 
 
•
 
the notes will not be redeemable prior to maturity; and

 
 
•
 
the notes will not be subject to any sinking fund.

Survivor's Option
 
A series of notes may contain a provision (which is referred to as the "survivor's option") permitting optional repayment of notes of that series prior to maturity, if requested,

 
 
 
 
 

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following the death of the beneficial owner of notes of that series, so long as the notes were held by the beneficial owner or the estate of the beneficial owner for a period beginning at least six months immediately prior to such death. Your notes may not be repaid in this manner unless the pricing supplement for your series of notes provides for the survivor's option. If the pricing supplement for your series of notes provides for the survivor's option, the funding agreement securing your series of notes will contain a provision which will allow the issuing trust to tender the funding agreement in whole or in part to Allstate Life. An issuing trust's ability to tender funding agreements related to its series of notes that contains a survivor's option, however, will be subject to certain limitations set by Allstate Life. As a result, your right to exercise the survivor's option is subject to limits set by Allstate Life with respect to the relevant funding agreement. Allstate Life has the discretionary right to limit the aggregate principal amount of:

 
 
•
 
all funding agreements securing all outstanding series of notes issued under the Allstate LifeSM CoreNotes® program as to which exercises of any put option by any issuing trust shall be accepted by Allstate Life in any calendar year to an amount equal to the greater of $2,000,000 or 2% of the aggregate principal amount of all funding agreements securing all outstanding series of notes issued under the Allstate LifeSM CoreNotes® program as of the end of the most recent calendar year or such other greater amount as determined in accordance with the applicable funding agreement and set forth in the applicable pricing supplement;

 
 
•
 
the funding agreements securing the notes of a series as to which exercises of any put option by the applicable trust attributable to notes as to which the survivor's option has been exercised by the authorized representative of any individual deceased beneficial owner to $250,000 in any calendar year or such other greater amount as determined in accordance with the

 
 
 
 
 

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applicable funding agreement and set forth in the applicable pricing supplement; and

 
 
•
 
the funding agreements securing a series of notes as to which exercises of any put option by the applicable trust attributable to notes as to which the survivor's option has been exercised shall be accepted in any calendar year to an amount as set forth in the applicable funding agreement and the applicable pricing supplement.

 
 
Additional details on the survivor's option are described in the section titled "Description of the Notes—Survivor's Option" on page S-33.

Listing
 
Unless otherwise specified in the applicable pricing supplement, a series of notes will not be listed on any securities exchange.

Administration of Global Funding and the Trusts
 
Wilmington Trust Company, a Delaware banking corporation, will initially be the sole trustee of Global Funding and each trust. The Delaware trustee will not be obligated in any way to make payments under or in respect of any notes, any funding notes or any funding agreements. The Delaware trustee is not affiliated with Allstate Life or the indenture trustee.

 
 
AMACAR Pacific Corp. will initially be the administrator of Global Funding and each trust. The administrator will not be obligated in any way to make any payments under or in respect of the notes, any funding notes or any funding agreements. The administrator is not affiliated with Allstate Life or the indenture trustee.

 
 
Allstate Life and Global Funding entered into a support and expenses agreement dated as of                        (the "depositor support agreement"). Pursuant to the depositor support agreement, Allstate Life agreed, among other things, to pay certain costs and expenses relating to the offering, sale and issuance of each funding note and certain costs, expenses and taxes incurred by Global Funding. Pursuant to the depositor trust agreement, Allstate Life also agreed to indemnify the indenture trustee, the

 
 
 
 
 

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Delaware trustee, the administrator and each other service provider, as well as Global Funding, with respect to certain matters.

 
 
In connection with the issuance of a series of notes, Allstate Life and the issuing trust will enter into a support and expenses agreement (each, a "support agreement"). Under each support agreement, Allstate Life will agree to pay certain costs and expenses relating to the offering, sale and issuance of the applicable series of notes and certain costs, expenses and taxes incurred by the issuing trust. Pursuant to each support agreement, Allstate Life will also agree to indemnify the indenture trustee, the Delaware trustee, the administrator and each other service provider, as well as the issuing trust, with respect to certain matters.

Governing Law
 
The notes, each indenture and each funding note will be governed by, and construed in accordance with, the laws of the State of New York. The depositor trust agreement is, and each trust agreement will be, governed by, and construed in accordance with, the laws of the State of Delaware. The funding agreements will be governed by the laws of the State of Illinois.

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RISK FACTORS

        Your investment in the notes includes risks. In consultation with your own financial and legal advisers, you should carefully consider, among other matters, the following discussion of risks before deciding whether an investment in the notes is suitable for you. The notes are not an appropriate investment for you if you do not understand their significant components and/or financial matters. You should also consult the discussion of risk factors set forth in Allstate Life's Annual Report on Form 10-K for the year ended December 31, 2002, which is incorporated into this prospectus supplement and the accompanying prospectus by reference.

Risk Factors Relating to the Depositor and the Trusts

        The ability of a trust to make timely payments with respect to the related series of notes is principally dependent upon Allstate Life making the related payments under each relevant funding agreement. Each trust is a special purpose statutory trust formed for the purpose of the issuance of the related series of notes. The obligations under a series of notes will be secured by and payable solely from the collateral held in the issuing trust. No series of notes will have any right to receive payments from the collateral related to any other series of notes.

        The notes are not obligations of Allstate Life, Global Funding or any other person or entity other than the issuing trust. The notes are not guaranteed by any person or entity. Except pursuant to the terms of the funding agreement(s) included in the collateral for each series of notes, none of these entities nor any agent, trustee or beneficial owner of Global Funding or the trusts, in respect of any trust, is under any obligation to provide funds or capital to Global Funding or the trusts or with respect to any series of notes issued by the trusts. The net worth of Global Funding on the date hereof is approximately $1,000 and is not expected to increase materially. The net worth of each trust is expected to be minimal.

        Global Funding is and the trusts will be special purpose statutory trusts organized under the laws of the State of Delaware. Global Funding exists for the sole purpose of facilitating the programs for the issuance of notes. Each trust will exist for the exclusive purposes of: issuing and selling one series of notes to investors; using the net proceeds from the sale of series of notes to acquire the related collateral, including one or more funding agreements; and engaging in other

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activities necessary or incidental thereto. As of the date hereof, Global Funding has, and as of the date of issue of any series of notes, the issuing trust will have, no prior operating history.

Risk Factors Relating to the Notes

        The obligations under the notes of a series are non-recourse obligations payable solely from the applicable collateral constituting the assets of the issuing trust. If any event of default shall occur under any series of the notes, the rights of the holders of the notes of such series and the indenture trustee, on behalf of such holders, will be limited to a proceeding against the applicable collateral. None of such holders or the indenture trustee will have the right to proceed against the collateral related to any other series of notes, Global Funding, any other trust or any of Allstate Life, its officers, directors, affiliates, employees or agents or any of the trustees, beneficial owners or agents, or any of their respective officers, directors, affiliates, employees or agents in the case of any judgment in which there is deficiency remaining after foreclosure of any property included in such collateral. If an event of default shall have occurred under a series of notes, the indenture trustee will be entitled to have its fees and expenses paid solely from the collateral of such series of notes before holders of the notes of such series receive payment of the amounts then due and owing with respect to their notes; provided, that such priority of the indenture trustee over the holders of the notes of a series will be limited to an aggregate amount of no more than $250,000 for all series of notes. All claims of the holders of a series of notes in excess of amounts received from the related collateral will be extinguished. In addition, in certain circumstances an event of default under a series of notes may not constitute an event of default under the applicable funding agreement(s). In that event, it is possible that the obligations under any series of notes may be accelerated while the obligations of Allstate Life under the applicable funding agreement(s) may not be similarly accelerated. If this occurs, the indenture trustee may have no or limited ability to proceed against the applicable funding agreement(s) and the related collateral and holders of the notes may not be paid in full, or in a timely manner upon such acceleration. See "Description of the Indentures—Events of Default" in the accompanying prospectus.

        Since Allstate Life will be the sole obligor under the funding agreements, the ability of a trust to meet its obligations, and your ability to receive payments from such trust, with respect to a particular series of notes, will be principally dependent upon Allstate Life's ability to perform its obligations under each applicable funding agreement held by the issuing trust. Despite this, you will have no direct contractual rights against Allstate Life under any such funding agreement. Pursuant to the terms of each funding agreement, recourse rights to Allstate Life will belong to the issuing trust, its successors and permitted assignees. In connection with the offering and sale of a series of notes, the issuing trust will pledge, collaterally assign and grant a security interest in the collateral for such series of notes to the indenture trustee on behalf of the holders of the

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applicable series of notes and the other persons identified in the relevant indenture. Recourse to Allstate Life under each such funding agreement will be enforceable only by the indenture trustee as a secured party on behalf of holders of such series of notes and the other persons identified in the relevant indenture. Accordingly, if Allstate Life fails to perform its obligations under the applicable funding agreement(s), your ability to receive payments from the issuing trust would be materially and adversely affected.

        Nonetheless, since Allstate Life is a registrant, purchasers of notes may be able to proceed directly against Allstate Life to enforce their rights under the Federal securities laws and their rights under the Federal securities laws will be no different than if they purchased the underlying funding agreements directly from Allstate Life.

        The laws and regulations of each state of the United States and the District of Columbia (the "covered jurisdictions") contain broad definitions of the activities that may constitute the conduct of the business of insurance in such jurisdictions. Because the primary asset of each trust will be one or more funding agreements issued by Allstate Life, which will be sold to, and deposited into, the issuing trust by Global Funding, it is possible that a trust's issuance of notes, Global Funding's issuance of the related funding note or the performance of the issuing trust's obligations under the notes, including the payment or prepayment of amounts due under the notes, or the purchase, resale or assignment of the notes by any investor or any person who acquires the notes directly or indirectly from such investor:


        This could, among other effects, require such persons to be subject to regulatory licensure or other qualifications and levels of compliance that cannot practically be achieved. Failure to comply with such requirements could subject any such person to regulatory penalties. In the event Global Funding or any trust is subject to any such penalties or any other liabilities resulting from such regulation, the ability of holders to receive payment under the notes could be materially and adversely affected. In addition, any such failure to comply or the threat of any such regulation could reduce liquidity with respect to the notes, prevent an investor from transferring notes and reduce the marketability and market value of the notes. Therefore, any such regulation or threat of regulation by any one or more covered jurisdictions could result in an investor either being

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unable to liquidate its investment in the notes or, upon any such liquidation, receiving a value significantly less than the initial investment in the notes.

        The Illinois Department of Insurance has confirmed that it does not consider the sale of publicly offered funding agreement backed medium term notes to violate the Illinois Insurance Code. In addition, the Illinois Department of Insurance has approved the form of funding agreement to be used in connection with the offering of notes.

        Based primarily upon communications with the staff of the insurance regulatory bodies in most states and advice of LeBoeuf, Lamb, Greene & MacRae, L.L.P., Allstate Life and Global Funding believe that:

        There are, however, wide variations in the insurance laws of the covered jurisdictions, subtle nuances in their application, and a general absence of any consistent pattern of interpretation or enforcement. Insurance regulatory authorities have broad discretionary powers in administering the insurance laws, including the authority to modify or withdraw a regulatory interpretation, impose new rules, and take a position contrary to Allstate Life's. In addition, state courts are not bound by any regulatory interpretations and could take a position contrary to Allstate Life's. Consequently, there can be no assurance that the purchase, resale or assignment of the notes or the funding notes will not subject the parties to such transaction to regulation or enforcement proceedings under the insurance laws of one or more covered jurisdictions.

        Payments of the principal of and any interest on a series of notes will be made solely from the payments the issuing trust receives under the applicable funding agreement(s). Unless otherwise specified in this prospectus supplement or the applicable pricing supplement, Allstate Life will not pay any Additional Amounts (as defined in the applicable funding agreement) in respect of a funding agreement to compensate for any withholding or deduction for or on account of any present or future taxes, duties, levies, assessments or governmental charges of whatever nature imposed or levied on payments in respect of a funding agreement, by or on behalf of any governmental authority and each holder of a note of the related series of notes will be deemed for all purposes to have received cash in an amount equal to the portion of such withholding or deduction that is attributable to such holder's interest in the notes, as equitably determined by the

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issuing trust. Under this circumstance, the issuing trust will not actually pay, or cause to be paid, to such holder all of the amounts which would have been receivable by such holder in the absence of such taxes, duties, levies, assessments or other governmental charges.

        If your notes are redeemable at the option of the issuing trust, it may choose to redeem your notes at times when prevailing interest rates are relatively low. In addition, if your notes are subject to mandatory redemption, the issuing trust may be required to redeem your notes also at times when prevailing interest rates are relatively low. As a result, you may not be able to reinvest the redemption proceeds in a comparable security at an interest rate equal to the interest rate on your notes being redeemed.

        Upon issuance, the notes of a series will not have an established trading market. No assurance can be given that a trading market for your notes will ever develop or be maintained if developed. In addition to the creditworthiness of Allstate Life and the issuing trust, many factors affect the trading market for, and trading value of, your notes. These factors include:

        There may be a limited number of buyers if you decide to sell your notes. This may affect the price you receive for your notes or your ability to sell your notes at all. In addition, notes that are designed for specific investment objectives or strategies often experience a more limited trading market and more price volatility than those not so designed. You should not purchase notes unless you understand and know you can bear all of the investment risks involving your notes.

        Each series of notes will be rated by at least one nationally recognized statistical rating organization. The ratings of such notes will primarily reflect the financial strength of Allstate Life and will change in accordance with the rating of Allstate Life's financial strength and with any change in the priority status under Illinois law of funding agreements. Any rating is not a recommendation to purchase, sell or hold any particular security, including the notes. Such ratings

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do not comment as to market price or suitability for a particular investor. In addition, there can be no assurance that a rating will be maintained for any given period of time or that a rating will not be lowered or withdrawn in its entirety. The ratings of this Allstate LifeSM CoreNotes® program described in this prospectus supplement, the related medium term note program and each series of notes may not reflect the potential impact of all risks related to structure and other factors on any trading market for, or trading value of, your notes.

        Under the Allstate LifeSM CoreNotes® program, Allstate Life has the discretionary right to limit the aggregate principal amount of:

        In any such event, each trust shall similarly be required to limit the aggregate principal amount of notes as to which exercises of the survivor's option shall be accepted by it. Accordingly, no assurance can be given that the exercise of the survivor's option for a desired amount will be accepted as to any series of notes or in any single calendar year.

        If market interest rates increase above the interest rate of notes bearing interest at a fixed rate, such notes bearing interest at a fixed rate generally decline in value because debt instruments of the same face value priced at market interest rates will yield higher income. Consequently, if you purchase fixed rate notes and market interest rates increase above the fixed

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interest rate on the notes you have purchased, the market value of your notes may decline. Allstate Life can give no assurance regarding the future level of market interest rates.

        If you purchase discount notes, the amount payable to you upon early redemption, repayment or acceleration of these notes may be less than the principal amount thereof plus accrued and unpaid interest. The amount payable will be determined by the formula set forth in this prospectus supplement or pricing supplement.

Risk Factor Relating to the Collateral

        The primary assets of each trust will be one or more funding agreements, and payments on the notes of a series will principally depend on payments under each related funding agreement(s). In addition, each trust will grant a security interest in, pledge and assign as collateral each funding agreement it acquires with the proceeds from the offering of a series of notes together with the related collateral to the indenture trustee, on behalf of the holders of the notes of such series and other persons specified in the relevant indenture, to secure the obligations under that series of notes.

        In the event of insolvency of an Illinois insurance company, claims against the insurer's estate are prioritized pursuant to Section 5/205 of the Illinois Insurance Code. Under Section 5/205(1)(d) of the Illinois Insurance Code, claims by "policyholders, beneficiaries, and insureds, under insurance policies, annuity contracts, and funding agreements" receive payment prior to any distribution to general creditors not falling within any other priority class under the Illinois Insurance Code. The funding agreements are unsecured obligations of Allstate Life.

        In a properly prepared and presented case in a delinquency proceeding under Article XIII of the Illinois Insurance Code, 215 ILCS Section 5/187 et seq. (the "Illinois Liquidation Act"), the timely and properly filed claims of an owner under the funding agreement (with the possible exception of claims for Additional Amounts, as discussed below) would be entitled to distribution pari passu with claims made by other policyholders, beneficiaries, and insureds under other insurance policies, insurance contracts, annuities and funding agreements issued by Allstate Life, and the claims of the Illinois Life and Health Insurance Guaranty Association, and any similar organization in another state, in accordance with Section 5/205(1)(d) of the Illinois Liquidation Act, and an owner's claims under the funding agreement should not be recharacterized as other

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than the claims of a policyholder, beneficiary, or insured under an insurance policy, insurance contract, annuity or funding agreement.

        In the absence of controlling judicial precedents, the opinion of Lord, Bissell & Brook is based on a reasoned analysis of Illinois statutes, as well as application of other states' judicial decisions involving similar or analogous circumstances. Investors should note that in the event of the insolvency of an insurance company, however, the judicial application of statutes governing the distribution of the insurer's general assets has typically proceeded on a case-by-case basis.

        If a funding agreement so provides, Allstate Life may be required to pay Additional Amounts (as such term is defined therein) to the indenture trustee as collateral assignee of the funding agreement. Although such payments could be viewed as a claim under the funding agreements within the meaning of Section 5/205(1)(d), they may also be argued to be a separate payment obligation. Therefore, while in a proceeding before a court of competent jurisdiction, the court might find that a claim for an Additional Amount constitutes a claim under a funding agreement, it also might find that such a claim is not a claim entitled to the priority afforded by Section 5/205(1)(d). Lord, Bissell & Brook has opined that if a claim for an Additional Amount does not constitute a claim entitled to the priority afforded by Section 5/205(1)(d), then in a properly prepared and presented case any claim for an Additional Amount would be entitled to the same priority as claims of general creditors of Allstate Life under Section 5/205(1)(g). Accordingly, in the event of the insolvency of Allstate Life, your claim for any payments of Additional Amounts may be subordinated to claims for other amounts under the applicable funding agreement.

        Under the Internal Revenue Code of 1986, as amended (the "Code"), United States Federal income tax payable by policyholders on investment earnings is deferred during the accumulation period of certain life insurance and annuity products. Thus, taxes, if any, are payable on income attributable to a distribution under the contract for the year in which the distribution is made. This favorable tax treatment may give certain of Allstate Life's products a competitive advantage over other noninsurance products. On May 28, 2003, President Bush signed the Jobs and Growth Tax Relief Reconciliation Act of 2003, which reduces the federal income tax rates applicable to certain dividends and capital gains realized by individuals. This legislation may lessen the competitive advantage of certain of Allstate Life's products vis-à-vis other investments that generate dividend and/or capital gain income. As a result, demand for certain of Allstate Life's products that offer income tax deferral may be negatively impacted. Additionally, Congress has from time to time considered other legislation that would reduce or eliminate the benefits to policyowners of the deferral of taxation on the accretion of value within certain insurance

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products or otherwise affect the taxation of insurance products and insurance companies. To the extent that the Code is revised to reduce the tax deferred status of insurance products, or to reduce the taxation of competing products, all life insurance companies, including Allstate Life, could be adversely affected.


ALLSTATE LIFE GLOBAL FUNDING TRUSTS

        Each series of notes will be issued by a separate newly created trust formed by Global Funding, the administrator and the Delaware trustee pursuant to the filing of a certificate of trust and the execution of the applicable trust agreement. Global Funding will be the sole beneficial owner of each trust that is formed.

        After formation, each trust will not engage in any activity other than:

        The principal executive offices of the trusts will be located at Allstate Life Global Funding Trusts, c/o: AMACAR Pacific Corp., 6525 Morrison Boulevard, Suite 318, Charlotte, North Carolina 28211. The telephone number will be (704) 365-0569. For more information about the trusts, see "Description of Allstate Life Global Funding and the Trusts" in the accompanying prospectus.


ALLSTATE LIFE GLOBAL FUNDING

        Global Funding is a special purpose statutory trust formed under the laws of the State of Delaware, pursuant to the filing of a certificate of trust and the execution of the depositor trust agreement between the administrator and the Delaware trustee. The sole purpose of Global Funding is to facilitate the programs for the issuance of notes.

        Global Funding will not engage in any activity other than:

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        The principal executive offices of Global Funding are located at Allstate Life Global Funding, c/o: AMACAR Pacific Corp., 6525 Morrison Boulevard, Suite 318, Charlotte, North Carolina 28211. The telephone number is (704) 365-0569. For more information about Global Funding, see "Description of Allstate Life Global Funding and the Trusts" in the accompanying prospectus.


ALLSTATE LIFE INSURANCE COMPANY

        Allstate Life was incorporated in 1957 as a stock life insurance company under the laws of the State of Illinois. It conducts substantially all of its life insurance operations directly or through its wholly owned life insurance subsidiaries. It is a wholly owned subsidiary of Allstate Insurance Company ("AIC"), a stock property-liability insurance company incorporated under the laws of the State of Illinois. All of the outstanding stock of AIC is owned by The Allstate Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware.

        The Allstate Corporation, together with its subsidiaries, is the second largest personal property and casualty insurer in the United States on the basis of 2002 statutory premiums earned. Widely known through the "You're In Good Hands With Allstate®" slogan, The Allstate Corporation, through its subsidiaries, provides insurance products to more than 16 million households and has approximately 12,900 exclusive agents and financial specialists in the U.S. and Canada. For more information about Allstate Life, see "Description of Allstate Life Insurance Company" in the accompanying prospectus.

        Allstate Life's principal executive offices are located at 3100 Sanders Road, Northbrook, Illinois 60062 and its telephone number is (847) 402-5000.

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DESCRIPTION OF THE NOTES

        This section provides a summary description of the material provisions of the notes. Each series of notes will be issued pursuant to a separate indenture (each, an "indenture") to be entered into between the issuing trust and J.P. Morgan Trust Company, National Association, as indenture trustee (including any successor, the "indenture trustee"). The provisions of the notes are not restated in their entirety and you should read the actual provisions set forth in the standard indenture terms filed as an exhibit to the registration statement of which this prospectus supplement and the accompanying prospectus form a part because those provisions, and not this description, will define your rights as an owner of an interest in the notes of a series. The terms and conditions of the notes described in this section will apply to each series of notes, except that the specific terms of a series of notes will be added in the applicable pricing supplement and each book-entry note (each, a "note certificate") representing the notes of such series. It is important for you to consider the information contained in this prospectus supplement, the accompanying prospectus, the applicable indenture, the applicable pricing supplement and the note certificates in making your investment decision.

        This section describes some technical concepts and occasionally contains defined terms. You should refer to the standard indenture terms and the form of note certificates filed as exhibits to the registration statement to which this prospectus supplement and the accompanying prospectus relate for the full description of those concepts and complete definitions of those terms.

General

        Each trust will issue its series of notes subject to and entitled to the benefits of a separate indenture. Each indenture will be subject to, qualified under and governed by, the Trust Indenture Act. The aggregate principal amount of notes that may be authenticated and delivered under each indenture will be unlimited. For a description of the indentures, see "Description of the Indentures" beginning on page     of the accompanying prospectus.

        Pursuant to each indenture, the issuing trust will assign each funding agreement held by it to the indenture trustee on behalf of the holders of the notes issued by such trust. Each series of notes will be secured by a first priority perfected security interest in the "collateral" for such series of notes in favor of the indenture trustee, on behalf of the holders of the notes of such series and the other persons identified in the relevant indentures which will consist of the right, title and interest of the issuing trust in and to:

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        The notes of a series will be the unconditional, direct, non-recourse and unsubordinated obligations of the issuing trust and will rank equally among themselves. Each series of notes will be secured by and payable solely out of the assets of the issuing trust, and holders of such series of notes will have no right against the assets of Global Funding or the assets of any other trust.

        The pricing supplement relating to the offering of a series of notes will describe the following terms of the notes, including:

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        The pricing supplement also may add, update, supplement or clarify information in this prospectus supplement and the accompanying prospectus.

        Notes that bear interest will either be fixed rate notes or floating rate notes, or a combination of fixed rate and floating rate, as specified in the applicable pricing supplement. The trusts may also issue discount notes as specified in the applicable pricing supplement.

        Each series of notes will mature nine months to 30 years from its date of original issuance. Each series of notes will have the same maturity date as the related funding agreement(s). The principal or any installment of principal may mature prior to the stated maturity date if, for example, there is a declaration of acceleration of maturity, a notice of redemption at the option of the issuing trust or an election to exercise the survivor's option.

        The notes of each series will be denominated in, and payments of principal, premium, if any, and/or interest, if any, and any other amounts in respect of the notes will be made in, U.S. dollars.

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        The issuing trust will issue each note of a series as a book-entry note represented by one or more fully registered global securities, except as contemplated under "—Book-Entry Notes". Unless otherwise specified in the applicable pricing supplement, the minimum denominations of each note will be $1,000 and integral multiples of $1,000 in excess thereof.

        Book-entry notes may be transferred or exchanged only through DTC. See "—Book-Entry Notes". No service charge will be imposed for any such registration of transfer or exchange of notes, but the issuing trusts may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith (other than certain exchanges not involving any transfer).

        Unless otherwise specified in the applicable pricing supplement, a series of notes will not be listed on any securities exchange.

Payments of Principal and Interest

        The issuing trust will make payments of principal of, and premium, if any, interest on, if any, and other amounts due and owing with respect to, book-entry notes through the indenture trustee to DTC or its nominee. See "—Book-Entry Notes." Payments of principal of, and premium on, if any, interest on, if any, and other amounts due and owing with respect to, definitive notes will be made at maturity in immediately available funds upon presentation and surrender of the definitive note (and, in the case of the exercise of the survivor's option, upon submission of a properly completed election form if required) at the office or agency maintained by the issuing trust for this purpose in the Borough of Manhattan, The City of New York. The issuing trust will make payments of interest, if any, on and any other amounts due and owing with respect to, a definitive note at maturity to the person to whom the issuing trust pays the principal. The issuing trust will make any payments of interest on a definitive note on an interest payment date other than the date of maturity by check mailed to the address of the record date registered holder as it appears in the security register. Notwithstanding the foregoing, the issuing trust will make any payments of interest on an interest payment date other than the date of maturity to each record date registered holder of $10,000,000 or more in principal amount of definitive notes with the same interest payment date (whether those notes otherwise have identical or different terms and provisions) by wire transfer of immediately available funds if the registered holder has delivered appropriate wire transfer instructions in writing to the indenture trustee not less than 15 days prior to the relevant interest payment date. Any wire transfer instructions received by the indenture trustee shall remain in effect until revoked by the registered holder.

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        If any interest payment date or the maturity date of a note falls on a day that is not a business day, the issuing trust will make the required payment on the next business day and no additional interest will accrue for that period. "Business day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York.

Payments of Principal and Interest

        Notes of a series may bear interest at a fixed interest rate ("fixed rate notes") or at a floating interest rate ("floating rate notes").

Fixed Rate Notes

        Each series of fixed rate notes will bear interest at a fixed rate from and including its date of issue or from and including the most recent interest payment date as to which interest has been paid or made available for payment until the principal is paid or made available for payment. The applicable pricing supplement will specify the fixed interest rate per annum applicable to each note and the frequency with which interest is payable. Interest, including interest for any partial period, will be computed on the basis of a 360-day year of twelve 30-day months. Each payment of interest, including interest to be paid at maturity, will include interest to, but excluding, the date that the interest payment is due.

        Interest on notes that bear interest at fixed rates will be payable in arrears on each interest payment date to the registered holder at the close of business on the record date except that interest, if any, due at maturity will be paid to the person to whom the principal of the note is paid. Unless otherwise specified in the applicable pricing supplement, the record date will be the day that is fifteen calendar days preceding the applicable interest payment date, whether or not a business day. Unless otherwise specified in the applicable pricing supplement, the interest payment dates for fixed rate notes will be as follows:

Interest Payment Frequency
   Interest Payment Dates
Monthly   Fifteenth day of each calendar month, beginning in the first calendar month following the month the note was issued.
Quarterly   Fifteenth day of every third month, beginning in the third calendar month following the month the note was issued.
Semiannual   Fifteenth day of every sixth month, beginning in the sixth calendar month following the month the note was issued.
Annual   Fifteenth day of every twelfth month, beginning in the twelfth calendar month following the month the note was issued.

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        If any interest payment date or the maturity date of a fixed rate note falls on a day that is not a business day, the issuing trust will make the required payment of principal, premium, if any, and/or interest, if any, on the next succeeding business day, and no additional interest will accrue in respect of the payment made on that next succeeding business day.

        Interest rates that the issuing trust offers on the fixed rate notes may differ depending upon, among other factors, the aggregate principal amount of notes purchased in any single transaction. Notes with different variable terms other than interest rates may also be offered by other trusts concurrently to different investors. Other trusts may change interest rates or formulas and other terms of notes from time to time, but no change of terms will affect any note any other trust has previously issued or as to which any other trust has accepted an offer to purchase.

Floating Rate Notes

        Interest on each series of floating rate notes will be determined by reference to the applicable interest rate basis or interest rate bases, which may, as described below, include:

        The rate derived from the applicable interest rate basis will be determined in accordance with the related provisions below. The interest rate in effect on each day will be based on:

        The "spread" is the number of basis points (one one-hundredth of a percentage point) specified in the applicable pricing supplement to be added to or subtracted from the related interest rate basis or interest rate bases applicable to a series of notes that bears interest at floating rates. The "spread multiplier" is the percentage specified in the applicable pricing supplement of the related interest rate basis or interest rate bases applicable to a series of notes

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that bears interest at floating rates by which the interest rate basis or interest rate bases will be multiplied to determine the applicable interest rate. The "index maturity" is the period to maturity of the instrument or obligation with respect to which the related interest rate basis or interest rate bases will be calculated.

        Unless a series of floating rate notes is designated as a series of Floating Rate/Fixed Rate notes, or as having an addendum attached or having other/additional provisions apply, in each case relating to a different interest rate formula, such series of notes that bears interest at floating rates will be a series of Regular Floating Rate notes and will bear interest at the rate determined by reference to the applicable interest rate basis or interest rate bases:

        Commencing on the first interest reset date, as specified in the relevant pricing supplement, the rate at which interest on a series of regular floating rate notes is payable will be reset as of each interest reset date; provided, however, that the interest rate in effect for the period, if any, from the date of issue to the first interest reset date will be the initial interest rate.

        If a series of notes that bears interest at floating rates is designated as a series of Floating Rate/Fixed Rate notes, such series of notes that bears interest at floating rates will bear interest at the rate determined by reference to the applicable interest rate basis or interest rate bases:

        Commencing on the first interest reset date, the rate at which interest on a series of Floating Rate/Fixed Rate notes is payable will be reset as of each interest reset date; provided, however, that:

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        The applicable pricing supplement will specify the dates on which the rate of interest on a series of notes that bears interest at floating rates will be reset (each, an "interest reset date"), and the period between interest reset dates will be the "interest reset period". Unless otherwise specified in the applicable pricing supplement, the interest reset dates will be, in the case of a series of floating rate notes which reset:

        If any interest reset date for any series of notes that bears interest at floating rates would otherwise be a day that is not a business day, the particular interest reset date will be postponed to the next succeeding business day, except that in the case of a series of notes that bears interest at floating rates as to which LIBOR is an applicable interest rate basis and that business day falls in the next succeeding calendar month, the particular interest reset date will be the immediately preceding business day.

        The interest rate applicable to a series of notes that bears interest at floating rates for an interest reset period commencing on the related interest reset date will be determined by reference to the applicable interest rate basis as of the particular "interest determination date," which will be:

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        The interest determination date pertaining to a series of floating rate notes that bears interest at the interest rate of which is determined with reference to two or more interest rate bases will be the latest business day which is at least two business days before the related interest reset date for the applicable note that bears interest at floating rates on which each interest reset basis is determinable.

        The indenture trustee will be the "calculation agent", unless otherwise specified in the applicable pricing supplement. The interest rate applicable to each interest reset period will be determined by the calculation agent on or prior to the calculation date (as defined below), except with respect to LIBOR, which will be determined on the particular interest determination date. Upon request of the registered holder of a series of floating rate notes, the calculation agent will disclose the interest rate then in effect and, if determined, the interest rate that will become effective as a result of a determination made for the next succeeding interest reset date with respect to the particular series of floating rate notes. The "calculation date," if applicable, pertaining to any interest determination date will be the earlier of:

        A series of notes that bears interest at floating rates may also have either or both of the following if specified in the applicable pricing supplement:

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        In addition to any maximum interest rate that may apply to a series of notes that bears interest at floating rates, the interest rate on a series of floating rate notes will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States law of general application.

        Unless otherwise specified in the applicable pricing supplement, interest on each series of notes that bears interest at floating rates will be payable on the date(s) as set forth below (each, an "interest payment date" with respect to such series of notes that bears interest at floating rates). Unless otherwise specified in the applicable pricing supplement, the record date will be the day that is 15 calendar days preceding the applicable interest payment date, whether or not a business day. Unless otherwise specified in the applicable pricing supplement, the interest payment dates will be, in the case of a series of floating rate notes which reset:

        In addition, the maturity date will also be an interest payment date.

        If any interest payment date other than the maturity date for any series of floating rate notes would otherwise be a day that is not a business day, such interest payment date will be postponed to the next succeeding business day, except that in the case of a series of floating rate notes as to which LIBOR is an applicable interest rate basis and that business day falls in the next succeeding calendar month, the particular interest payment date will be the immediately preceding business day. If the maturity date of a series of floating rate notes falls on a day that is not a business day, the trust will make the required payment of principal, premium, if any, and interest or other amounts on the next succeeding business day, and no additional interest will accrue in respect of the payment made on that next succeeding business day.

        All percentages resulting from any calculation on floating rate notes will be rounded to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards. For example, 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655). All dollar amounts used in or resulting from any calculation on floating rate notes will be rounded to the nearest cent.

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        With respect to each series of floating rate notes, accrued interest is calculated by multiplying the principal amount of such floating rate note by an accrued interest factor. The accrued interest factor is computed by adding the interest factor calculated for each day in the particular interest reset period. The interest factor for each day will be computed by dividing the interest rate applicable to such day by 360, in the case of a series of floating rate notes as to which the CD Rate, the Commercial Paper Rate, the Federal Funds Rate, LIBOR or the Prime Rate is an applicable interest rate basis, or by the actual number of days in the year, in the case of a series of floating rate notes as to which the CMT Rate or the Treasury Rate is an applicable interest rate basis. The interest factor for a series of floating rate notes as to which the interest rate is calculated with reference to two or more interest rate bases will be calculated in each period in the same manner as if only the applicable interest rate basis specified in the applicable pricing supplement applied.

        The calculation agent shall determine the rate derived from each Interest Rate Basis in accordance with the following provisions:

        "CD Rate" means:

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        "H.15(519)" means the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System.

        "H.15 Daily Update" means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at http//www.federalreserve.gov/releases/H15/update, or any successor site or publication.

        "CMT Rate" means:

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        If two United States Treasury securities with an original maturity greater than the index maturity specified in the applicable pricing supplement have remaining terms to maturity equally close to the particular index maturity, the quotes for the United States Treasury security with the shorter original remaining term to maturity will be used.

        "Commercial Paper Rate" means:

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        "Money Market Yield" means a yield (expressed as a percentage) calculated in accordance with the following formula:

Money Market Yield =   D × 360
360 - (D × M)		   × 100

where "D" refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal, and "M" refers to the actual number of days in the applicable interest reset period.

        "Federal Funds Rate" means:

        "LIBOR" means:

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        "LIBOR currency" means United States dollars.

        "LIBOR page" means either:

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        "London banking day" means a day on which commercial banks are open for business (including dealings in the LIBOR currency) in London.

        "Prime Rate" means:

        "Reuters Screen US PRIME 1 Page" means the display on the Reuter Monitor Money Rates Service (or any successor service) on the "US PRIME 1" page (or any other page as may replace that page on that service) for the purpose of displaying prime rates or base lending rates of major United States banks.

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        "Treasury Rate" means:

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        "Bond Equivalent Yield" means a yield (expressed as a percentage) calculated in accordance with the following formula:

Bond Equivalent Yield =   D × N
360 - (D × M)		   x 100

where "D" refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as the case may be, and "M" refers to the actual number of days in the applicable interest reset period.

Discount Notes

        The trusts may from time to time issue series of notes ("discount notes") that have an issue price (as specified in the applicable pricing supplement) that is less than 100% of the principal amount thereof (i.e. par) by more than a percentage equal to the product of 0.25% and the number of full years to the stated maturity date. A series of discount notes may not bear any interest currently or may bear interest at a rate that is below market rates at the time of issuance. The difference between the issue price of a series of discount notes and par is referred to as the "discount". In the event of redemption, repayment or acceleration of maturity of a series of discount notes, the amount payable to the holders of such series of discount notes will be equal to the sum of:


For purposes of determining the amount of discount that has accrued as of any date on which a redemption, repayment or acceleration of maturity occurs for a series of discount notes, a discount will be accrued using a constant yield method. The constant yield will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the initial period (as defined below), corresponds to the shortest period between interest payment dates for the applicable series of discount notes (with ratable accruals within a compounding period), a coupon rate equal to the initial coupon rate applicable to the applicable series of discount notes and an assumption that the maturity of such series of discount notes will not be accelerated. If the period from the date of issue to the first interest payment date for a series of discount notes (the "initial period") is shorter than the compounding period for such series of discount notes, a proportionate amount of the yield for an entire compounding period will be accrued. If the initial period is longer than the compounding period, then the period will be divided into a regular compounding period and a short period with the short period being treated as provided in the preceding sentence. The accrual of the applicable discount may differ from the accrual of original

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issue discount for purposes of the Code, certain series of discount notes may not be treated as having original issue discount within the meaning of the Code, and certain series of notes other than discount notes may be treated as issued with original issue discount for federal income tax purposes. See "United States Federal Income Tax Considerations".

Withholding Tax; No Payment of Additional Amounts

        All amounts due in respect of the notes of a series will be made without withholding or deduction for or on account of any present or future taxes, duties, levies, assessments or other governmental charges of whatever nature imposed or levied by or on behalf of any governmental authority in the United States having the power to tax on payments on the notes unless the withholding or deduction is required by law. An issuing trust will not pay any additional amounts to holders of any series of notes in the event that any withholding or deduction is so required by law, regulation or official interpretation thereof, and the imposition of a requirement to make any such withholding or deduction will not give rise to any independent right or obligation to redeem the notes of such series.

Security; Non-Recourse Obligations

        The notes of a series will solely be the obligations of the issuing trust, and will not be guaranteed by any person or entity. The obligations under each series of notes will be secured by all of the rights and title of the issuing trust in one or more funding agreements issued by Allstate Life and other rights and assets included in the applicable collateral held in the issuing trust.

        Since Allstate Life will be the sole obligor under the funding agreements, the ability of a trust to meet its obligations, and your ability to receive payments from such trust, with respect to a particular series of notes, will be principally dependent upon Allstate Life's ability to perform its obligations under each applicable funding agreement held by the issuing trust. Despite this, you will have no direct contractual rights against Allstate Life under any such funding agreement. Pursuant to the terms of each funding agreement, recourse rights to Allstate Life will belong to the issuing trust, its successors and permitted assignees. In connection with the offering and sale of a series of notes, the issuing trust will pledge, collaterally assign and grant a security interest in the collateral for such series of notes to the indenture trustee on behalf of the holders of the applicable series of notes and the other persons identified in the relevant indenture. Accordingly, recourse to Allstate Life under each such funding agreement will be enforceable only by the indenture trustee as a secured party on behalf of holders of such series of notes and the other persons identified in the relevant indenture.

        Nonetheless, since Allstate Life is a registrant, purchasers of notes may be able to proceed directly against Allstate Life to enforce their rights under the Federal securities laws and their rights under the Federal securities laws will be no different than if they purchased the underlying funding agreements directly from Allstate Life.

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Survivor's Option

        The "survivor's option" is a provision in a note pursuant to which the issuing trust agrees to repay that note in whole or in part prior to maturity, if requested, following the death of the beneficial owner of the note, so long as the note was held by the beneficial owner for a period of at least six months prior to the death of the beneficial owner. Unless otherwise specified in the applicable pricing supplement, the estate of the deceased beneficial owner of a note will be eligible to exercise the survivor's option.

        Subject to the limitations described below, upon the valid exercise of the survivor's option, the proper tender of that note for repayment and the tender and acceptance of that portion of the funding agreement(s) related to such note, the issuing trust will repay any of its notes pursuant to the survivor's option by or on behalf of a person that has the legal authority to act on behalf of the note's deceased owner. Unless otherwise specified in the applicable pricing supplement, the repurchase price will be 100% of the unpaid principal amount plus accrued interest to, but excluding, the date of repayment.

        Unless otherwise set forth in the applicable pricing supplement for your series of notes, the funding agreement(s) securing your series of notes will contain a provision which will allow the issuing trust to tender the funding agreement(s) in whole or in part to Allstate Life. An issuing trust's ability to tender the funding agreement(s) related to a series of notes that contain a survivor's option will be subject to certain limitations set by Allstate Life. As a result, your right to exercise the survivor's option is subject to limits set by Allstate Life with respect to the relevant funding agreement(s). Allstate Life has the discretionary right to limit the aggregate principal amount of:

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        In any such event, each trust shall similarly be required to limit the aggregate principal amount of notes as to which exercises of the survivor's option shall be accepted by it.

        In addition, the exercise of the survivor's option will not be permitted for a principal amount less than $1,000 or if such exercise will result in a note with a principal amount of less than $1,000 to remain outstanding. All other questions, other than with respect to the right to limit the aggregate principal amount of notes subject to the survivor's option that will be accepted as to any series of notes or in any calendar year, regarding the eligibility or validity of any exercise of the survivor's option will be determined by the administrator of the issuing trust, in its sole discretion, which determination will be final and binding on all parties. The indenture trustee, upon written request by the authorized representative of the deceased beneficial owner of notes, will request the administrator to provide the status of the remaining program and series limitations for such calendar year on the exercise of any survivor's option.

        The issuing trust will accept elections to exercise the survivor's option in the order received by the administrator of the issuing trust. Notes that are not repaid in any calendar year due to the application of the limits described above will be treated as though they had been tendered on the first day of the following calendar year in the order in which they were originally tendered. Subject to the limitations described above, notes accepted for repayment will be repaid on the first interest payment date that occurs 20 or more calendar days after the date of acceptance.

        If repayment of a note submitted for repayment pursuant to a valid exercise of the survivor's option is not accepted or is to be delayed, the administrator of the issuing trust will deliver a written notice by first-class mail to the depositary that states the reason that repayment of that particular note has not been accepted or will be delayed.

        A valid exercise of the survivor's option may not be withdrawn.

        To exercise the survivor's option with respect to a book-entry note, the deceased owner's authorized person must provide the following items to the DTC "participant" through which the relevant beneficial interest is owned (for a discussion of DTC and its participants, see "—About the Depositary"):

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        In turn, on the basis of this information, the participant will be required to deliver to the indenture trustee a properly completed repayment election form to exercise the survivor's option, together with evidence satisfactory to the indenture trustee from the participant stating that it represents the deceased owner of the beneficial interest in the relevant note. The indenture trustee will then deliver these items to the administrator of the issuing trust and will provide the administrator of the issuing trust with any additional information (after receipt from the participant) the administrator may request in connection with such exercise.

        Apart from Allstate Life's discretionary right to limit the principal amount of funding agreements securing notes as to which exercises of any put option by the issuing trusts attributable to notes to which the survivor's option may be exercised in any calendar year as described above, the administrator will determine all other questions regarding the eligibility or validity of any exercise of the survivor's option. The administrator's determination will be final and binding on all parties.

        The death of a person owning a note in joint tenancy or tenancy by the entirety with another or others will be treated as the death of the owner of that note, and the entire principal amount so owned will be eligible for repayment.

        The death of a person owning a note by tenancy in common will be treated as the death of the owner of that note only with respect to the deceased owner's interest in the note held by tenancy in common. However, if a note is held by husband and wife as tenants in common, the death of either spouse will be treated as the death of the owner of the note and the entire principal amount so owned will be eligible for repayment.

        The death of a person who was a lifetime beneficiary of a trust that owns a note will be treated as the death of the owner of the note to the extent of that person's interest in the trust. The death of a person who was a tenant by the entirety or joint tenant in a tenancy which is the beneficiary of a trust that owns a note will be treated as the death of the owner of the note. The death of an individual who was a tenant in common in a tenancy which is the beneficiary of a trust that owns a note will be treated as the death of the owner of the note only with respect to

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the deceased person's beneficial interest in the note, unless a husband and wife are the tenants in common, in which case the death of either will be treated as the death of the owner of the note.

        The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a note will be treated as the death of the owner of the note if the beneficial interest can be established to the administrator's satisfaction. This will be done in typical cases of nominee ownership, such as ownership under the Uniform Transfers of Gifts to Minors Act, community property or other joint ownership arrangements between a husband and wife and lifetime custodial and trust arrangements.

        The applicable participant will be responsible for disbursing payments received from the indenture trustee to the authorized person for the deceased owner.

        Annex A to this prospectus supplement is the repayment election form for use by DTC participants in exercising the survivor's option. Copies of this form may be obtained from the administrator at AMACAR Pacific Corp., 6525 Morrison Blvd., Suite 318, Charlotte, NC 28211 (telephone (704) 365-0569, facsimile (704) 365-1632).

Redemption, Repayment and Repurchase of Notes

        Unless otherwise specified in the applicable pricing supplement, the notes of a series will not be redeemable, except at the applicable maturity date, when all notes of such series will be redeemed.

        If an initial redemption date is specified in the applicable pricing supplement and provided for in the applicable funding agreement(s), the issuing trust may redeem the particular series of notes prior to its stated maturity date at its option on any date on or after that initial redemption date in whole or from time to time in part in increments of $1,000 or any other integral multiple of an authorized denomination specified in the applicable pricing supplement (provided that any remaining principal amount thereof shall be at least $1,000 or other minimum authorized denomination applicable thereto), at the applicable redemption price (as defined below), together with unpaid interest accrued thereon to the date of redemption. "Redemption price," with respect to a series of notes, means an amount equal to the initial redemption percentage specified in the applicable pricing supplement (as adjusted by the annual redemption percentage reduction, if applicable) multiplied by the unpaid principal amount thereof to be redeemed. The initial redemption percentage, if any, applicable to a series of notes shall decline at each anniversary of the initial redemption date by an amount equal to the applicable annual redemption percentage reduction, if any, until the redemption price is equal to 100% of the unpaid amount thereof to be redeemed. For a discussion of the redemption of discount notes, see "—Discount Notes".

        No series of notes will be subject to, or entitled to the benefit of, any sinking fund unless otherwise indicated in the applicable pricing supplement.

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        The applicable pricing supplement may provide that the notes of a series may be redeemed by the issuing trust and the terms of such redemption. If so specified, the issuing trust will give a notice of redemption to each holder of the notes to be redeemed not less than 30 days nor more than 60 days prior to the date fixed for redemption.

        If the notes of a series may be redeemed by the issuing trust when more than 20% of the principal of such notes is outstanding, the notes will be designated as "callable" notes in the applicable pricing supplement. Unless otherwise specified in the applicable pricing supplement, such series of notes will otherwise be subject to the redemption provisions described above.

        Except for the survivor's option, the notes of a series will not provide any holder with the option to have the issuing trust repay the note on a date or dates specified prior to its maturity date. If the applicable pricing supplement specifies that a particular series of notes will have a survivor's option, the relevant funding agreement will provide for such pre-payment of amounts due under the notes.

        Each trust may purchase some or all notes of a series issued by such trust in the open market or otherwise at any time, and from time to time, with the prior written consent of Allstate Life as to both the making of such purchase and the purchase price to be paid for such notes. If Allstate Life, in its sole discretion, consents to such purchase of notes by the issuing trust, then such trust, the indenture trustee and Allstate Life will be obligated to take such actions as may be necessary or desirable to effect the prepayment of such portion, or the entirety, of the current Principal Amount (as defined in the applicable funding agreement) under each applicable funding agreement as may be necessary to provide for the payment of the purchase price for such notes. Upon such payment, the Principal Amount under each funding agreement shall be reduced by an amount equal to the aggregate principal amount of the notes as purchased (or the portion thereof applicable to such funding agreement).

Other/Additional Provisions; Addendum

        Any provisions with respect to the notes of a series, including the specification and determination of one or more interest rate bases, the calculation of the interest rate applicable to a series of notes that bears interest at floating rates, the interest payment dates, the stated maturity date, any redemption or repayment provisions or any other term relating to the applicable series of notes, may be modified and/or supplemented as specified under "Other/Additional Provisions" on the face thereof or in an addendum relating thereto, if so specified on the face thereof and, in each case, described in the applicable pricing supplement.

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Book-Entry Notes

        Each trust will establish a depositary arrangement with the DTC with respect to the book-entry notes, the terms of which are summarized below.

        All book-entry notes having the same terms will be represented by one or more global securities. Each global security will be deposited with, or on behalf of, DTC and will be registered in the name of DTC or its nominee. No global security may be transferred or exchanged except by DTC or a nominee of DTC to DTC or to another nominee of DTC, or by DTC or another nominee of DTC to a successor of DTC or a nominee of a successor to DTC. So long as DTC or its nominee is the registered holder of a global security, DTC or its nominee will be the sole owner of the related book-entry notes for all purposes under the indenture. Except as otherwise provided below, the beneficial owners of the book-entry notes will not be entitled to receive definitive notes and will not be considered the registered holders of the book-entry notes for any purpose under the indenture and no global security representing book-entry notes will be exchangeable or transferable. As a result, to exercise any rights of a registered holder under the indenture a beneficial owner must rely on the procedures of DTC and, if the beneficial owner is not a participant, on the procedures of the participant or participants through which the beneficial owner owns its interest. The laws of some jurisdictions require that some purchasers of securities take physical delivery of securities in definitive form. These laws may limit the ability to transfer beneficial interests in book-entry notes.

        Each global security representing book-entry notes will be exchangeable for definitive notes only if:

        If any of these events occurs, the issuing trust will print and deliver definitive notes. Definitive notes issued under these circumstances will be registered in the names of the beneficial owners of the related global securities as provided to the indenture trustee by the participants identified by DTC.

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About the Depositary

        The following is based on information furnished by DTC:

        DTC will act as securities depository for the book-entry notes. The book-entry notes will be issued as fully registered securities in the name of Cede & Co. (DTC's nominee) or another name requested by DTC. One fully registered global security will be issued for each issue of book-entry notes in the aggregate principal amount of that issue and will be deposited with, or on behalf of, DTC. If the aggregate principal amount of any issue exceeds DTC's limit for a single global security, then the global securities will be issued in the form of one or more global securities having a principal amount equal to DTC's limit and an additional global security representing any remaining principal amount.

        DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its direct participants deposit with it. DTC also facilitates the settlement among direct participants of transactions in deposited securities, such as transfers and pledges, through electronic computerized book-entry changes in direct participants' accounts. This eliminates the need for physical movement of securities certificates. DTC's direct participants include securities brokers and dealers (including the Purchasing Agent), banks, trust companies, clearing corporations and other organizations. DTC is owned by a number of its direct participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC and NASD. Access to DTC's system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The rules applicable to DTC and its direct and indirect participants are on file with the SEC.

        Under DTC's system, purchases of book-entry notes must be made by or through direct participants, which will receive a credit for the book-entry notes on DTC's records. The ownership interest of the actual purchaser is in turn recorded on the records of the direct and indirect participants. Beneficial owners will not receive written confirmation from DTC of their purchase, but are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participants through which they entered into the transaction. Transfers of ownership interests in book-entry notes are accomplished by entries made on the books of the direct and indirect participants acting on behalf of the beneficial owners. Beneficial owners will not receive definitive notes unless use of the book-entry system is discontinued as described above.

        To facilitate subsequent transfers, all global securities representing the book-entry notes deposited with, or on behalf of, DTC will be registered in the name of DTC's nominee, Cede & Co., or any other name that DTC requests. The deposit of global securities with, or on behalf of,

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DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the book-entry notes; DTC's records reflect only the identity of the direct participants to whose accounts the book-entry notes are credited, which may or may not be the beneficial owners. DTC's participants are responsible for keeping account of their holdings on behalf of their customers.

        Conveyance of notices and other communications from DTC to direct participants, from direct participants to indirect participants and from direct participants and indirect participants to beneficial owners are governed by arrangements among them and are subject to statutory and regulatory requirements.

        Neither DTC nor Cede & Co. will consent or vote with respect to global securities. Under its usual procedures, DTC mails an omnibus proxy to a company as soon as possible after a record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those direct participants to whose accounts the book-entry notes are credited on the record date (identified in a listing attached to the omnibus proxy).

        The issuing trust will make payments on the global securities in immediately available funds to Cede & Co. or any other nominee named by DTC. DTC's practice is to credit direct participants' accounts on the applicable payment date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on that date. Payments by participants to beneficial owners are governed by standing instructions and customary practices and are subject to statutory and regulatory requirements. The issuing trust and the trustee are responsible only for making payments to DTC, DTC is responsible for disbursing those payments to its direct participants and the direct participants (and any indirect participants) are solely responsible for disbursing those payments to the beneficial owners.

        Any redemption notices will be sent to Cede & Co. If less than all of the book-entry notes having the same terms are being redeemed, DTC's current practice is to determine by lot the amount of the interest of each direct participant in those notes to be redeemed.

        A beneficial owner must give notice of any election to have its book-entry notes repaid through its participant to the trustee. Delivery of the book-entry notes will be effected by causing the relevant direct participant to transfer the relevant part of its interest in the global securities to the trustee on DTC's records.

        DTC may discontinue providing its services as securities depository with respect to a series of notes at any time by giving reasonable notice to the issuing trust or the indenture trustee. If the issuing trust does not obtain a successor securities depository, it will print and deliver definitive notes of such series.

        The issuing trust may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). If the issuing trust does so, it will print and deliver definitive notes.

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DESCRIPTION OF THE FUNDING AGREEMENTS

        Each trust will use the net proceeds from the issuance of its series of notes to the public to purchase from Global Funding one or more funding agreements issued by Allstate Life. The funding agreement(s) will have a principal amount equal to the principal amount of the related series of notes. The funding agreement(s) will otherwise have payment and other terms substantially similar to the related series of notes. The funding agreement(s) may be interest bearing or non-interest bearing and, if interest bearing, may bear interest at fixed or floating rates. The calculation of the interest rate, the due dates for payments and other payment terms on the funding agreement will be determined in the manner substantially similar to that described above under "Description of the Notes". An amount equal to the principal amount of the funding agreement plus accrued but unpaid interest, if any, and accrued discount, if any (in the case of a discount funding agreement) will be payable on its maturity date, as specified in the applicable pricing supplement.

        The funding agreement(s) will have a principal amount equal to the principal amount of the related series of notes. The funding agreement(s) will otherwise have payment and other terms substantially similar to the related series of notes. For a more detailed discussion of the funding agreements, see "Description of the Funding Agreement" in the accompanying prospectus.


UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

        This section provides a discussion of the material United States Federal income tax consequences of the purchase, ownership and disposition of the notes. This summary is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change (including changes in effective dates) or possible differing interpretations. This summary deals only with notes held as capital assets and does not purport to deal with persons in special tax situations, such as financial institutions, partnerships, insurance companies, regulated investment companies, dealers in securities or currencies, persons holding notes as a hedge against currency risks or as a position in a "straddle" for tax purposes, or persons whose functional currency is not the United States dollar. It also does not deal with holders other than initial purchasers of notes (except where otherwise specifically noted). Persons considering the purchase of the notes should consult their own tax advisors concerning the application of United States Federal income tax laws to their particular situations as well as any consequences of the purchase, ownership and disposition of the notes arising under the laws of any other taxing jurisdiction. This summary does not consider the United States Federal income tax consequences of the purchase, ownership or disposition of a note by a partnership. If a partnership holds a note, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding a note, and partners in a partnership holding a note, should consult their tax advisors.

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        As used herein, the term "U.S. Holder" means a beneficial owner of a note that is for United States Federal income tax purposes:

        As used in this section, the term "non-U.S. Holder" means a beneficial owner of a note that is an individual, a corporation, an estate or trust that is not a U.S. Holder.

Classification of the Issuer and Notes

        In the opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., special tax counsel to Global Funding, under current law and based on certain facts and assumptions contained in such opinion:

        Allstate Life, Global Funding and each trust agree, and each holder and beneficial owner of notes by purchasing the notes agrees, for all United States Federal, state and local income and franchise tax purposes (i) to treat the notes as indebtedness of Allstate Life, (ii) Global Funding and each trust will be ignored and will not be treated as an association or a publicly traded partnership taxable as a corporation and (iii) to not take any action inconsistent with the treatment described in (i) and (ii) unless otherwise required by law. The remainder of this discussion assumes the notes are properly treated as indebtedness of Allstate Life for all United States Federal income tax purposes.

        An opinion of tax counsel is not binding on the Internal Revenue Service (the "IRS") or the courts, and no ruling on any of the consequences or issues discussed below will be sought from the IRS. The IRS might assert that each trust should be treated as a separate grantor trust for United States Federal income tax purposes, in which case the holders of beneficial interests in the notes related to such trust would be treated as owning a pro rata undivided interest in the assets of such trust. In such a case, the tax consequences to beneficial owners of the notes would not be

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materially different than those described herein. Persons considering the purchase of notes should consult their own tax advisors about the United States Federal income tax consequences of an investment in the notes and the application of United States Federal income tax laws, as well as the laws of any state, local or foreign taxing jurisdictions, to their particular situations.

U.S. Holders

        Except as described below, payments of interest on a note generally will be taxable to a U.S. Holder as ordinary interest income at the time such payments are accrued or are received (in accordance with the U.S. Holder's regular method of tax accounting).

        The following summary is a general discussion of the United States Federal income tax consequences to U.S. Holders of the purchase, ownership and disposition of notes issued with original issue discount ("discount notes").

        For United States Federal income tax purposes, original issue discount ("OID") is the excess of the stated redemption price at maturity of a note over its issue price, if such excess equals or exceeds a de minimis amount (generally 1/4 of 1% of the note's stated redemption price at maturity multiplied by the number of complete years to its maturity from its issue date or, in the case of a note providing for the payment of any amount other than qualified stated interest (as defined below) prior to maturity, multiplied by the weighted average maturity of such note). The issue price of each note in an issue of notes equals the first price at which a substantial amount of such notes has been sold (ignoring sales to bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers). The stated redemption price at maturity of a note is the sum of all payments provided by the note other than "qualified stated interest" payments. The term "qualified stated interest" generally means stated interest that is unconditionally payable in cash or property (other than debt instruments of the issuer) at least annually at a single fixed rate. In addition, if a note bears interest for one or more accrual periods at a rate below the rate applicable for the remaining term of such note (e.g., notes with teaser rates or interest holidays), and if the greater of either the resulting foregone interest on such note or any "true" discount on such note (i.e., the excess of the note's stated principal amount over its issue price) equals or exceeds a specified de minimis amount, then some or all of the stated interest on the note would be treated as OID rather than qualified stated interest.

        Payments of qualified stated interest on a note are taxable to a U.S. Holder as ordinary interest income at the time such payments are accrued or are received (in accordance with the U.S. Holder's regular method of tax accounting). A U.S. Holder of a discount note must include OID in income as ordinary interest for United States Federal income tax purposes as it accrues under a constant yield method in advance of receipt of the cash payments attributable to such

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income, regardless of such U.S. Holder's regular method of tax accounting. In general, the amount of OID included in income by the initial U.S. Holder of a discount note is the sum of the daily portions of OID with respect to such discount note for each day during the taxable year (or portion of the taxable year) on which such U.S. Holder held such discount note. The "daily portion" of OID on any discount note is determined by allocating to each day in any accrual period a ratable portion of the OID allocable to that accrual period. An "accrual period" may be of any length and the accrual periods may vary in length over the term of the discount note, provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs either on the final day of an accrual period or on the first day of an accrual period. The amount of OID allocable to each accrual period is generally equal to the difference between:


        A U.S. Holder who purchases a discount note for an amount that is greater than its adjusted issue price as of the purchase date and less than or equal to the sum of all amounts payable on the discount note after the purchase date other than payments of qualified stated interest, will be considered to have purchased the discount note at an "acquisition premium". Under the acquisition premium rules, the amount of OID which such U.S. Holder must include in its gross income with respect to such discount note for any taxable year (or portion thereof in which the U.S. Holder holds the discount note) will be reduced (but not below zero) by the portion of the acquisition premium properly allocable to the period.

        Floating rate notes are subject to special rules whereby a floating rate note will qualify as a "variable rate debt instrument" if:

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        A "qualified floating rate" is any variable rate where variations in the value of such rate can reasonably be expected to measure contemporaneous variations in the cost of newly borrowed funds in the currency in which the floating rate note is denominated. Although a multiple of a qualified floating rate will generally not itself constitute a qualified floating rate, a variable rate equal to the product of a qualified floating rate and a fixed multiple that is greater than .65 but not more than 1.35 will constitute a qualified floating rate. A variable rate equal to the product of a qualified floating rate and a fixed multiple that is greater than .65 but not more than 1.35, increased or decreased by a fixed rate, will also constitute a qualified floating rate. In addition, two or more qualified floating rates that can reasonably be expected to have approximately the same values throughout the term of the floating rate note (e.g., two or more qualified floating rates with values within 25 basis points of each other as determined on the floating rate note's issue date) will be treated as a single qualified floating rate. Notwithstanding the foregoing, a variable rate that would otherwise constitute a qualified floating rate but which is subject to one or more restrictions such as a maximum numerical limitation (i.e., a cap) or a minimum numerical limitation (i.e., a floor) may, under certain circumstances, fail to be treated as a qualified floating rate unless such cap or floor is fixed throughout the term of the note. An "objective rate" is a rate that is not itself a qualified floating rate but which is determined using a single fixed formula and that is based on objective financial or economic information. A rate will not qualify as an objective rate if it is based on information that is within the control of Allstate Life (or a related party) or that is unique to the circumstances of Allstate Life (or a related party), such as dividends, profits, or the value of Allstate Life's stock (although a rate does not fail to be an objective rate merely because it is based on the credit quality of Allstate Life). In addition, if a floating rate note provides for stated interest at a fixed rate for an initial period of one year or less followed by a variable rate that is either a qualified floating rate or an objective rate and if the variable rate on the floating rate note's issue date is intended to approximate the fixed rate (e.g., the value of the variable rate on the issue date does not differ from the value of the fixed rate by more than 25 basis points), then the fixed rate and the variable rate together will constitute either a single qualified floating rate or objective rate, as the case may be.

        If a floating rate note that provides for stated interest at either a single qualified floating rate or a single objective rate throughout the term thereof qualifies as a "variable rate debt instrument" and if the interest on such note is unconditionally payable in cash or property (other than debt instruments of the issuer) at least annually, then all stated interest on the note will constitute qualified stated interest and will be taxed accordingly. Thus, a floating rate note that provides for stated interest at either a single qualified floating rate or a single objective rate throughout the term thereof and that qualifies as a "variable rate debt instrument" will generally not be treated as having been issued with OID unless the floating rate note is issued at a "true" discount (i.e., at a price below the note's stated principal amount) in excess of a specified de minimis amount. The amount of qualified stated interest and the amount of OID, if any, that accrues during an accrual period on such a floating rate note is determined under the rules

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applicable to fixed rate debt instruments by assuming that the variable rate is a fixed rate equal to:

        In general, any other floating rate note that qualifies as a "variable rate debt instrument" will be converted into an "equivalent" fixed rate debt instrument for purposes of determining the amount and accrual of OID and qualified stated interest on the floating rate note. A floating rate note is converted into an "equivalent" fixed rate debt instrument by substituting any qualified floating rate provided for under the terms of the floating rate note with a fixed rate equal to the value of the qualified floating rate as of the floating rate note's issue date. Any objective rate provided for under the terms of the floating rate note is converted into a fixed rate that reflects the yield that is reasonably expected for the floating rate note. In the case of a floating rate note that qualifies as a "variable rate debt instrument" and provides for stated interest at a single fixed rate in addition to either one or more qualified floating rates or a qualified inverse floating rate, the fixed rate is initially converted into a qualified floating rate. Under such circumstances, the qualified floating rate that replaces the fixed rate must be such that the fair market value of the floating rate note as of the floating rate note's issue date is approximately the same as the fair market value of an otherwise identical debt instrument that provides for either the qualified floating rate rather than the fixed rate. Subsequent to converting the fixed rate into either a qualified floating rate or a qualified inverse floating rate, the floating rate note is then converted into an "equivalent" fixed rate debt instrument in the manner described above.

        Once the floating rate note is converted into an "equivalent" fixed rate debt instrument pursuant to the foregoing rules, the amount of OID and qualified stated interest, if any, are determined for the "equivalent" fixed rate debt instrument by applying the general OID rules to the "equivalent" fixed rate debt instrument. A U.S. Holder of the floating rate note will account for such OID and qualified stated interest as if the U.S. Holder held the "equivalent" fixed rate debt instrument. Each accrual period appropriate adjustments will be made to the amount of qualified stated interest or OID assumed to have been accrued or paid with respect to the "equivalent" fixed rate debt instrument in the event that such amounts differ from the actual amount of interest accrued or paid on the floating rate note during the accrual period.

        If the floating rate note does not qualify as a "variable rate debt instrument" then the floating rate note would be treated as a contingent payment debt instrument. A U.S. Holder of a contingent payment debt instrument is generally required to include future contingent and noncontingent interest payments in income under the constant yield method as such interest accrues based on Allstate Life's determination of the "comparable yield" and the establishment of

S-58


a "projected payment schedule" that must produce the comparable yield. The comparable yield is the yield at which Allstate Life would issue a fixed rated debt instrument with similar terms and conditions. The projected payment schedule consists of all stated principal payments and a projected amount and time for each contingent interest payment. If the actual amount of any contingent payment, once determined, differs from the projected amounts, appropriate adjustments are to be made to the amounts required to be included in gross income by the U.S. Holder. The yield, timing and amounts set forth in the projected payment schedule are for purposes of computing the OID only and are not assurances by the trusts with respect to any aspect of the notes. Because U.S. Holders will generally be bound by Allstate Life's determination of the comparable yield and by the projected payment schedule for United States Federal income tax purposes, a U.S. Holder's income inclusions may be accelerated relative to the time payments under the notes are in fact made. The IRS has authority to disregard a projected payment schedule it determines to be unreasonable. Any gain recognized by a U.S. Holder on the sale, exchange, or retirement of a contingent payment debt instrument will be treated as interest income and all or a portion of any loss realized could be treated as ordinary loss as opposed to capital loss (depending upon the circumstances). The United States Federal income tax treatment of floating rate notes that are treated as contingent payment debt instruments will be more fully described in the applicable pricing supplement. Purchasers of contingent payment debt instruments should carefully examine the applicable pricing supplement and should consult their own tax advisor with respect to such notes.

        Certain of the notes:

        Investors intending to purchase notes with such features should consult their own tax advisors, since the OID consequences will depend, in part, on the particular terms and features of the purchased notes.

        U.S. Holders may generally, upon election, include in income all interest (including stated interest, acquisition discount, OID, de minimis OID, market discount, de minimis market discount, and unstated interest, as adjusted by any amortizable bond premium or acquisition premium) that accrues on a debt instrument by using the constant yield method applicable to OID, subject to certain limitations and exceptions.

        Notes that have a fixed maturity of one year or less ("short-term notes") will be treated as having been issued with OID. In general, an individual or other cash method U.S. Holder is not

S-59

required to accrue such OID unless the U.S. Holder elects to do so. If such an election is not made, any gain recognized by the U.S. Holder on the sale, exchange or maturity of the short-term note will be ordinary income to the extent of the OID accrued on a straight-line basis, or upon election under the constant yield method (based on daily compounding), through the date of sale or maturity, and a portion of the deductions otherwise allowable to the U.S. Holder for interest on borrowings allocable to the short-term note will be deferred until a corresponding amount of income is realized. U.S. Holders who report income for United States Federal income tax purposes under the accrual method, and certain other holders including banks and dealers in securities, are required to accrue OID on a short-term note on a straight-line basis unless an election is made to accrue the OID under a constant yield method (based on daily compounding).

        If a U.S. Holder purchases a note, other than a discount note, for an amount that is less than its issue price (or, in the case of a subsequent purchaser, its stated redemption price at maturity) or, in the case of a discount note, for an amount that is less than its adjusted issue price as of the purchase date, such U.S. Holder will be treated as having purchased such note at a "market discount," unless such market discount is less than a specified de minimis amount.

        Under the market discount rules, a U.S. Holder will be required to treat any partial principal payment (or, in the case of a discount note, any payment that does not constitute qualified stated interest) on, or any gain realized on the sale, exchange, retirement or other disposition of, a note as ordinary income to the extent of the lesser of:

        Market discount will be considered to accrue ratably during the period from the date of acquisition to the maturity date of the note, unless the U.S. Holder elects to accrue market discount on the basis of semiannual compounding.

        A U.S. Holder may be required to defer the deduction of all or a portion of the interest paid or accrued on any indebtedness incurred or maintained to purchase or carry a note with market discount until the maturity of the note or certain earlier dispositions, because a current deduction of such holder's "net direct interest expense" is only allowed to the extent the interest expense exceeds an allocable portion of market discount. Net direct interest expense is the excess of interest paid or accrued to purchase or carry the market discount note over the interest (including OID) includible in the purchaser's gross income. A U.S. Holder may elect to include market discount in income currently as it accrues (on either a ratable or semiannual compounding basis), in which case the rules described above regarding the treatment as ordinary income of gain upon the disposition of the note, the receipt of certain cash payments and the deferral of interest deductions will not apply. Generally, such currently included market discount is treated as

S-60


ordinary interest for United States Federal income tax purposes. Such an election will apply to all debt instruments acquired by the U.S. Holder on or after the first day of the first taxable year to which such election applies and may be revoked only with the consent of the IRS.

        If a U.S. Holder purchases a note for an amount that is greater than its stated redemption price at maturity, such U.S. Holder will generally be considered to have purchased the note with "amortizable bond premium" equal in amount to such excess. A U.S. Holder may elect to amortize such premium using a constant yield method over the remaining term of the note and may offset interest otherwise required to be included in gross income in respect of the note during any taxable year by the amortized amount of such excess for the taxable year. However, if the note may be optionally redeemed after the U.S. Holder acquires it at a price in excess of its stated redemption price at maturity, special rules would apply which could result in a deferral of the amortization of some bond premium until later in the term of the note. Any election to amortize bond premium applies to all taxable debt instruments held or acquired by the U.S. Holder on or after the first day of the first taxable year to which such election applies and may be revoked only with the consent of the IRS.

        Upon the sale, exchange, redemption, retirement or other disposition of a note, a U.S. Holder generally will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange, redemption, retirement or other disposition (other than amounts representing accrued and unpaid interest, which will constitute ordinary income) and such U.S. Holder's adjusted tax basis in the note. A U.S. Holder's adjusted tax basis in a note generally will equal such U.S. Holder's initial investment in the note increased by any OID included in income (and accrued market discount, if any, if the U.S. Holder has included such market discount in income) and decreased by the amounts of any payments, other than qualified stated interest payments, received and the amortizable bond premium taken into account with respect to such note. Such gain or loss generally will be long-term capital gain or loss if the note were held for more than one year. Non-corporate taxpayers are subject to reduced maximum rates on long-term capital gains and are generally subject to tax at ordinary income rates on short-term capital gains. The deductibility of capital losses is subject to certain limitations. Prospective investors should consult their own tax advisors concerning these tax law provisions.

        If a U.S. Holder disposes of only a portion of a note pursuant to a partial redemption or partial repayment (e.g., pursuant to the survivor's option, if applicable), such disposition will be treated as a redemption or repayment of a portion of a debt instrument. The resulting gain or loss would be calculated by assuming that the original note being tendered consists of two instruments, one that is retired (or repaid), and one that remains outstanding. The adjusted issue price, the U.S. Holder's adjusted basis, and the accrued but unpaid OID of the original note, if

S-61


any, determined immediately before the disposition, would be allocated between these two instruments based on the portion of the instrument that is treated as retired by the redemption or repayment.

Non-U.S. Holders

        Payments of interest (including OID, if any) on a note received by a non-U.S. Holder that does not hold its notes in connection with the conduct of a trade or business in the United States, will generally not be subject to United States Federal withholding tax pursuant to the "Portfolio Interest Exemption" unless:

        To qualify for the Portfolio Interest Exemption from United States Federal withholding tax, the last United States payor in the chain of payment prior to payment to a non-U.S. Holder (the "withholding agent") must have received in the year in which a payment of interest or principal occurs, or in either of the two preceding calendar years, a statement that:

        The statement may be made on an IRS Form W-8BEN or a substantially similar form, and the beneficial owner must inform the withholding agent of any change in the information on the statement within 30 days of such change. If a note is held through a securities clearing organization or certain other financial institutions, the organization or institution may provide a signed statement to the withholding agent. However, in such a case, the signed statement generally must be accompanied by a copy of the IRS Form W-8BEN or the substitute form provided by the beneficial owner to the organization or institution.

        If a non-U.S. Holder cannot satisfy the requirements for eligibility for the Portfolio Interest Exemption, interest earned by such non-U.S. Holder will be subject to United States Federal withholding tax at a 30% rate unless the non-U.S. Holder provides the withholding agent with a properly executed:

S-62

        Notwithstanding the provision of IRS Form W-8ECI, a non-U.S. Holder that holds its notes in connection with its conduct of a trade or business in the United States will be taxed on its notes in the same manner as a U.S. Holder, and, if such non-U.S. Holder is a foreign corporation, it may also be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for the taxable year, subject to adjustments.

        Generally, a non-U.S. Holder will not be subject to United States Federal income taxes on any amount which constitutes capital gain upon the sale, exchange, redemption, retirement or other disposition of a note, provided:

        Certain other exceptions may be applicable, and a non-U.S. Holder should consult its tax advisor in this regard.

        The notes will not be includible in the estate of a non-U.S. Holder unless the individual is a direct or indirect 10% or greater shareholder of Allstate Life or, at the time of such individual's death, payments in respect of the notes would have been effectively connected with the conduct by such individual of a trade or business in the United States. If any portion of the interest payable on the notes at the time of the individual's death was contingent interest, then an appropriate portion of the value of the notes would be includible in the estate of a non-U.S. Holder.

Backup Withholding and Information Reporting

        Backup withholding of United States Federal income tax at a rate of 28% may apply to payments made in respect of the notes to registered owners who are not "exempt recipients" and who fail to provide certain identifying information (such as the registered owner's taxpayer identification number) in the required manner. Generally, individuals are not exempt recipients, whereas corporations and certain other entities generally are exempt recipients. Payments made in respect of the notes to a U.S. Holder must be reported to the IRS, unless the U.S. Holder is an exempt recipient or establishes an exemption. Compliance with the identification procedures described in the preceding section would establish an exemption from backup withholding for those non-U.S. Holders who are not exempt recipients.

        In addition, upon the sale of a note to (or through) a broker, the broker must withhold 28% of the entire purchase price, unless either the broker determines that the seller is a corporation or

S-63


other exempt recipient or the seller provides, in the required manner, certain identifying information and, in the case of a non-U.S. Holder, certifies that such seller is a non-U.S. Holder (and certain other conditions are met). Such a sale must also be reported by the broker to the IRS, unless either the broker determines that the seller is an exempt recipient or the seller certifies its non-U.S. status (and certain other conditions are met). Certification of the registered owner's non-U.S. status would be made normally on an IRS Form W-8BEN under penalties of perjury, although in certain cases it may be possible to submit other documentary evidence.

        Any amounts withheld under the backup withholding rules from a payment to a beneficial owner would be allowed as a refund or a credit against such beneficial owner's United States Federal income tax provided the required information is furnished to the IRS.

S-64


PLAN OF DISTRIBUTION

        The notes of a series will be offered to or through Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Purchasing Agent, pursuant to a terms agreement among Global Funding, the issuing trust and the Purchasing Agent (each, a "terms agreement") and the distribution agreement between Global Funding and the Agents named therein, dated as of                          , 2004 (the "distribution agreement"). Each terms agreement will incorporate by reference the terms of the distribution agreement. The Purchasing Agent may purchase notes, as principal, from a trust for resale to investors at a fixed offering price or at varying prices relating to prevailing market prices at the time of resale as determined by the Purchasing Agent. The issuing trust may agree with the Purchasing Agent that the Purchasing Agent will utilize its reasonable efforts on an agency basis on its behalf to solicit offers to purchase notes of the applicable series at 100% of the principal amount thereof, unless otherwise specified in the applicable pricing supplement. Unless otherwise specified in the applicable pricing supplement, each trust will pay a commission to the Purchasing Agent, ranging from .125% to 2.50% of the principal amount of each applicable note, depending upon its stated maturity, for each note purchased from the issuing trust by the Purchasing Agent as its agent. The notes may be sold in the United States to retail, institutional and other investors.

        Subject to the terms of the applicable terms agreement and the distribution agreement, concurrently with any offering of a series of notes by a trust as described in this prospectus supplement, the issuing trust and the other trusts may issue other notes under this program or the related secured medium term note program.

        Unless otherwise specified in the applicable pricing supplement, any note sold to the Purchasing Agent as principal will be purchased by the Purchasing Agent at a price equal to 100% of the principal amount thereof less a percentage of the principal amount equal to the commission applicable to an agency sale of a note of identical maturity. The Purchasing Agent may sell notes it has purchased from a trust as principal to other NASD dealers in good standing at a concession. Unless otherwise specified in the applicable pricing supplement, the concession allowed to any dealer will not, during the distribution of the notes of a series, be in excess of the concession the Purchasing Agent will receive from the issuing trust. After the initial offering of notes of a series, the offering price, the concession and any reallowance may be changed.

        The offer made hereby may be modified without notice, and each trust may reject offers in whole or in part (whether placed directly by an issuing trust or through the Purchasing Agent). The Purchasing Agent will have the right, in its discretion reasonably exercised, to reject in whole or in part any offer to purchase notes received by it on an agency basis.

        Unless otherwise specified in the applicable pricing supplement, you will be required to pay the purchase price of your notes in immediately available funds in United States dollars in The City of New York on the date of settlement.

S-65


        Upon issuance, the notes of a series will not have an established trading market. There can be no assurance that a trading marked for your notes will ever develop or be maintained if developed. Unless otherwise specified in the applicable pricing supplement, a series of notes will not be listed on any securities exchange. The Purchasing Agent may from time to time purchase and sell notes in the secondary market, but the Purchasing Agent is not obligated to do so. There can be no assurance that a secondary market for the notes will develop or that there will be liquidity in the secondary market if one develops. From time to time, the Purchasing Agent may make a market in the notes, but the Purchasing Agent is not obligated to do so and may discontinue any market-making activity at any time.

        In connection with an offering of notes purchased by the Purchasing Agent as principal on a fixed offering price basis, the Purchasing Agent will be permitted to engage in certain transactions that stabilize the price of notes. These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of notes. If the Purchasing Agent creates a short position in notes (i.e., if it sells notes in an amount exceeding the amount specified in the applicable pricing supplement), they may reduce that short position by purchasing notes in the open market. In general, purchases of notes for the purpose of stabilization or to reduce a short position could cause the price of notes to be higher than it might be in the absence of these type of purchases.

        Neither Global Funding and the trusts nor the Purchasing Agent make any representation or prediction as to the direction or magnitude of any effect that the transactions described in the immediately preceding paragraph may have on the price of notes. In addition, neither Global Funding and the trusts nor the Purchasing Agent make any representation that the Purchasing Agent will engage in any such transactions or that such transactions, once commenced, will not be discontinued without notice.

        The Purchasing Agent will be an "underwriter," with respect to the notes being distributed by it and the funding agreements being purchased by the issuing trust, and any discounts or commissions received by it on the sale or resale of notes may be deemed to be underwriting discounts and commissions under the Securities Act. The Purchasing Agent may be entitled under agreements entered into with a trust, Global Funding and Allstate Life to indemnification against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments that the Purchasing Agent may be required to make in respect of such liabilities.

        Global Funding is a statutory issuer of the notes and the funding notes under the Securities Act, and Allstate Life is a statutory issuer of the funding agreements under the Securities Act.

        In the ordinary course of its business, the Purchasing Agent and its affiliates have engaged, and may in the future engage, in investment and commercial banking transactions with Allstate Life and certain of its affiliates.

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        Broker-dealers and securities firms have executed dealer agreements with the Purchasing Agent and have agreed to market and sell the notes in accordance with the terms of those agreements and applicable laws and regulations.

        The issuing trusts may sell other securities referred to in the accompanying prospectus, and the amount of notes offered by this prospectus supplement may be reduced as a result of those sales.

S-67



ANNEX A

REPAYMENT ELECTION FORM

Allstate Life Global Funding

Allstate LifeSM CoreNotes®

Cusip Number                         

To: [Name of trust]

        The undersigned financial institution (the "Financial Institution") represents the following:

        The Financial Institution agrees to the following terms:

A-1

A-2

REPAYMENT ELECTION FORM

(1)       
Name of Deceased Beneficial Owner

(2)
 
    
Date of Death

(3)
 
    
Name of Authorized Representative Requesting Repayment

(4)
 
    
Name of Financial Institution Requesting Repayment

(5)
 
    
Signature of Authorized Representative of Financial Institution Requesting Repayment

(6)
 
    
Principal Amount of Requested Repayment

(7)
 
    
Date of Election

(8)
 
Financial Institution Representative Name:
Phone Number:
Fax Number:
Mailing Address (no P.O. Boxes):
 
 
 
 

(9)
 
Wire instructions for payment:
Bank Name:
ABA Number:
Account Name:
Account Number:
Reference (optional):
 
 
 
 

A-3

TO BE COMPLETED BY THE TRUSTEE:

(A)
Election Number*:

(B)
Delivery and Payment Date:

(C)
Principal Amount:

(D)
Accrued Interest:

(E)
Date of Receipt of Form by the Trustee:

(F)
Date of Acknowledgment by the Trustee:
*
To be assigned by the Trustee upon receipt of this Form. An acknowledgement, in the form of a copy of this document with the assigned Election Number, will be returned to the party and location designated in item (8) above.

A-4


INSTRUCTIONS FOR COMPLETING REPAYMENT ELECTION FORM AND EXERCISING
REPAYMENT OPTION

        Capitalized terms used and not defined herein have the meanings defined in the accompanying Repayment Election Form.

1.
Collect and retain for a period of at least three years (1) satisfactory evidence of the authority of the Authorized Representative, (2) satisfactory evidence of death of the Deceased Beneficial Owner, (3) satisfactory evidence that the Deceased Beneficial Owner beneficially owned, at the time of his or her death, the Notes being submitted for repayment, (4) satisfactory evidence that the Notes being submitted for repayment was acquired by the Deceased Beneficial Owner at least six (6) months before the date of the death of such Deceased Beneficial Owner, and (5) any necessary tax waivers. For purposes of determining whether the Notes will be deemed beneficially owned by an individual at any given time, the following rules shall apply:

    •
    If a Note (or a portion thereof) is beneficially owned by tenants by the entirety or joint tenants, the Note (or relevant portion thereof) will be regarded as beneficially owned by a single owner. Accordingly, the death of a tenant by the entirety or joint tenant will be deemed the death of the beneficial owner and the entire principal amount so owned will become eligible for repayment.

    •
    The death of a person beneficially owning a Note (or a portion thereof) by tenancy in common will be deemed the death of the beneficial owner only with respect to the deceased owner's interest in the Note (or relevant portion thereof) so owned, unless a husband and wife are the tenants in common, in which case the death of either will be deemed the death of the beneficial owner and the entire principal amount so owned will be eligible for repayment.

    •
    A Note (or a portion thereof) beneficially owned by a trust will be regarded as beneficially owned by each beneficiary of the trust to the extent of that beneficiary's interest in the trust (however, a trust's beneficiaries collectively cannot be beneficial owners of more Notes than are owned by the trust). The death of a beneficiary of a trust will be deemed the death of the beneficial owner of the Notes (or relevant portion thereof) beneficially owned by the trust to the extent of that beneficiary's interest in the trust. The death of an individual who was a tenant by the entirety or joint tenant in a tenancy which is the beneficiary of a trust will be deemed the death of the beneficiary of the trust. The death of an individual who was a tenant in common in a tenancy which is the beneficiary of a trust will be deemed the death of the beneficiary of the trust only with respect to the deceased holder's beneficial interest in the Note, unless a husband and wife are the tenants in common, in which case the death of either will be deemed the death of the beneficiary of the trust.

A-5

2.
Indicate the name of the Deceased Beneficial Owner on line (1).

3.
Indicate the date of death of the Deceased Beneficial Owner on line (2).

4.
Indicate the name of the Authorized Representative requesting repayment on line (3).

5.
Indicate the name of the Financial Institution requesting repayment on line (4).

6.
Affix the authorized signature of the Financial Institution's representative on line (5). THE SIGNATURE MUST BE MEDALLION SIGNATURE GUARANTEED.

7.
Indicate the principal amount of Notes to be repaid on line (6).

8.
Indicate the date this Form was completed on line (7).

9.
Indicate the name, mailing address (no P.O. boxes, please), telephone number and facsimile-transmission number of the party to whom the acknowledgment of this election may be sent in item (8).

10.
Indicate the wire instruction for payment on line (9).

11.
Leave lines (A), (B), (C), (D), (E) and (F) blank.


12.
Mail or otherwise deliver an original copy of the completed Form to:

J.P. Morgan Trust Company, National Association
201 North Central Avenue
Phoenix, AZ 85004

13.
If the acknowledgement of the Trustee's receipt of this Form, including the assigned Election Number, is not received within 10 days of the date such information is sent to the Trustee, contact the Trustee at J.P. Morgan Trust Company, National Association, [201 North Central Avenue, Phoenix, AZ 85004].

For assistance with this Form or any questions relating thereto, please contact the Trustee at J.P. Morgan Trust Company, National Association, [201 North Central Avenue, Phoenix, AZ 85004].

A-6

$4,000,000,000

Allstate Life Global Funding

Depositor

Allstate LifeSM CoreNotes®

Due Between Nine Months and 30 Years From the Date of Issue

Issued Through
 
Allstate Life Global Funding Trusts

 
 

 
P R O S P E C T U S    S U P P L E M E N T
 

 

 

Merrill Lynch & Co.

                         , 2004

"Allstate LifeSM" is a registered service mark of Allstate Insurance Company.

"CoreNotes®" is a registered service mark of Merrill Lynch & Co., Inc.

The information in this prospectus is not complete and may be changed. Neither the depositor nor the trusts may sell these securities until the registration statement filed with the SEC is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer of or sale is not permitted or would require registration or qualification under the securities laws of the jurisdiction.

Subject to Completion
Preliminary Prospectus dated                        , 2004

P R O S P E C T U S

        $4,000,000,000
Allstate Life Global Funding
Depositor
Secured Medium Term Notes
Allstate LifeSM CoreNotes®
Issued Through
Allstate Life Global Funding Trusts

        Allstate Life Global Funding (the "depositor" or "Global Funding") is a statutory trust formed under the laws of the State of Delaware. Its sole purpose is to facilitate the programs for the issuance of one or more series of secured medium term notes, which are referred to in this prospectus as "notes". Each series of notes will be issued by a separate newly created Delaware statutory trust (each, a "trust"). Global Funding will be the sole beneficial owner of each trust that is formed. The notes may have an aggregate principal amount of up to $4,000,000,000 or the equivalent amount in one or more foreign or composite currencies.

        In connection with the issuance of a series of notes, the issuing trust will acquire one or more funding agreements issued by Allstate Life Insurance Company ("Allstate Life"). The notes of a series will be secured by the right, title and interest of the issuing trust in and to (1) the funding agreement(s) held by that trust, (2) all proceeds of such funding agreement(s) and (3) all books and records pertaining to such funding agreement(s).

        The notes of a series will be the unconditional, direct, non-recourse, secured and unsubordinated obligations of the issuing trust and will rank equally among themselves. Each series of notes will be secured by and payable solely out of the assets of the issuing trust, and holders of such series of notes will have no rights against the assets of Global Funding or the assets of any other trust.

        The notes of a series may be listed on a securities exchange. The notes may be sold to institutional, retail, United States, foreign and other investors.

        Neither the Securities and Exchange Commission, any state securities commission nor any state insurance commission has approved or disapproved of these securities or determined if this prospectus, any prospectus supplement or any pricing supplement is truthful or complete. Any representation to the contrary is a criminal offense.

        The trusts may sell the secured medium term notes referred to herein to one or more of the agents referred to below (collectively, the "Agents") as principals for resale at varying or fixed offering prices or through the applicable Agent(s) as agents using their reasonable efforts on behalf of each issuing trust. The trusts may also sell secured medium term notes directly to investors without the assistance of any Agent. Unless otherwise specified in the applicable pricing supplement, any secured medium term note sold to an Agent as principal will be purchased by that Agent at a price equal to 100% of the principal amount thereof less a percentage of the principal amount equal to the commission applicable to an agency sale of a note of identical maturity. Unless otherwise specified in the applicable pricing supplement, each trust will pay a commission to an Agent, ranging from .150% to .875% of the principal amount of each secured medium term note, depending upon its stated maturity, sold through that Agent as its agent.

        Each trust may sell its Allstate LifeSM CoreNotes® to Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Purchasing Agent") as principal for resale at a fixed offering price specified in the applicable pricing supplement or at varying prices. Each trust may also explicitly agree with the Purchasing Agent that it will use its reasonable efforts as agent on behalf of the issuing trust to solicit offers to purchase Allstate LifeSMCoreNotes® of the applicable series from that trust at 100% of the principal amount thereof, unless otherwise specified in the applicable pricing supplement. Unless otherwise specified in the applicable pricing supplement, any Allstate LifeSM CoreNote® sold to the Purchasing Agent as principal will be purchased by the Purchasing Agent at a price equal to 100% of the principal amount thereof less a percentage of the principal amount equal to the commission applicable to an agency sale of a note of identical maturity. Unless otherwise specified in the applicable pricing supplement, each trust will pay a commission to the Purchasing Agent, ranging from .125% to 2.50% of the principal amount of each applicable Allstate LifeSM CoreNotes®, depending upon its stated maturity, for each Allstate LifeSM CoreNotes® purchased from the issuing trust by the Purchasing Agent as its agent.

The date of this prospectus is                        , 2004.


FORWARD-LOOKING STATEMENTS

Allstate Life

        This prospectus, the applicable accompanying prospectus supplement and each applicable pricing supplement may include forward-looking statements of Allstate Life. These forward-looking statements are not statements of historical fact but rather reflect Allstate Life's current expectations, estimates and predictions about future results and events. These statements may use words such as "anticipate," "believe," "estimate," "expect," "intend," "predict," "project" and similar expressions as they relate to Allstate Life or its management. When Allstate Life makes forward-looking statements, Allstate Life is basing them on its management's beliefs and assumptions, using information currently available to Allstate Life. These forward-looking statements are subject to risks, uncertainties and assumptions, including but not limited to, risks, uncertainties and assumptions discussed in this prospectus supplement, the accompanying prospectus and in each applicable pricing supplement. Factors that can cause or contribute to these differences include those described under the heading "Risk Factors" in this prospectus supplement. Allstate Life undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

        If one or more of these or other risks or uncertainties materialize, or if Allstate Life's underlying assumptions prove to be incorrect, actual results may vary materially from what Allstate Life projected. Any forward-looking statements of Allstate Life you read in this prospectus, the applicable accompanying prospectus supplement or the applicable pricing supplement reflect Allstate Life's current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to Allstate Life's operations, results of operations, growth strategy and liquidity. All subsequent written and oral forward-looking statements attributable to Allstate Life or individuals acting on Allstate Life's behalf are expressly qualified in their entirety by this section. You should specifically consider the factors identified in this prospectus supplement, the accompanying prospectus and each applicable pricing supplement which could cause actual results to differ before making an investment decision.

Global Funding and the Trusts

        This prospectus, the accompanying prospectus supplement and each applicable pricing supplement may include forward-looking statements of Global Funding and the trusts. These forward-looking statements are subject to risks, uncertainties and assumptions, including but not limited to, risks, uncertainties and assumptions discussed in this prospectus, the accompanying prospectus supplement and in each applicable pricing supplement. Global Funding does not, and the trusts will not, undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

        You should specifically consider the factors identified in this prospectus, the accompanying prospectus supplement and each applicable pricing supplement before making an investment decision. Global Funding and the issuing trusts are not currently entitled to the safe harbors contained in Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Therefore, forward-looking statements of Global Funding and the issuing trusts in this prospectus and the accompanying prospectus supplement are not currently and will never be entitled to these safe harbors.

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ABOUT THIS PROSPECTUS

        This prospectus is part of a registration statement filed by Global Funding and Allstate Life (the "registrants") with the Securities and Exchange Commission (the "SEC"). Pursuant to the registration statement, the trusts will be offering, from time to time, up to a total amount of $4,000,000,000 in aggregate principal amount of the notes or the equivalent amount in one or more foreign currencies described in this prospectus. This prospectus provides a general description of the notes that the trusts may be offering. The applicable prospectus supplement will provide the specific terms of the notes of a series. Each time a trust offers to sell notes, it will provide a pricing supplement to this prospectus and the applicable prospectus supplement that will contain specific information about the terms of that offering. That pricing supplement also may add, update, supplement or clarify information in this prospectus and the applicable prospectus supplement. Before you agree to purchase any notes, you should read this prospectus, the applicable prospectus supplement and the applicable pricing supplement together with the information described under the heading "Incorporation of Documents by Reference" on page 3. For more detail on the terms of the notes, you should read the exhibits filed with or incorporated by reference in the registration statement.

        You should rely on the information contained or incorporated by reference in this prospectus, the applicable prospectus supplement and the applicable pricing supplement. Neither the registrants nor any Agent has authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. Neither the registrants nor any Agent is making an offer to sell the notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained or incorporated by reference in this prospectus, the applicable prospectus supplement and the applicable pricing supplement is accurate only as of its respective date.

        In this prospectus, references to the "depositor" and "Global Funding" are to Allstate Life Global Funding. References to the "trusts" are to Allstate Life Global Funding Trusts. References to an "issuing trust" are to a trust with respect to the series of notes issued and sold to the public by that trust. These references are not to Allstate Life Insurance Company. In this prospectus, references to "Allstate Life" are to Allstate Life Insurance Company.

        In this prospectus, references to the "United States dollars," "U.S. dollars" or "$" are to lawful currency of the United States of America, and references to "Euro" are to the currency introduced at the start of the third stage of the European economic and monetary union pursuant to the treaty establishing the European Community, as amended.


AVAILABLE INFORMATION

        This prospectus, which constitutes part of the registration statement referred to above, does not contain all of the information set forth in the registration statement. Parts of the registration statement are omitted from this prospectus in accordance with the rules and regulations of the SEC. Allstate Life is subject to the informational requirements of the Exchange Act, and, in accordance with the Exchange Act, Allstate Life files annual, quarterly, and special event reports and other information with the SEC. On behalf of the trusts, as depositor, Global Funding will be subject to certain reporting requirements under the Exchange Act. You can read and copy any reports or other information that Global Funding and Allstate Life file at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can also request copies of such documents upon payment of a duplicating fee, by writing to the SEC's public reference room. You can obtain information regarding the public reference room by calling the SEC at 1-800-SEC-0330. Such filings are available to the public from commercial document retrieval services and over the internet at http://www.sec.gov. (This uniform resource locator (URL) is an inactive textual reference only and is not intended to incorporate the SEC web site into this prospectus).

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INCORPORATION OF DOCUMENTS BY REFERENCE

        The SEC allows Global Funding and Allstate Life to incorporate by reference information that Global Funding and Allstate Life file with the SEC into this prospectus and any accompanying prospectus supplement and pricing supplement, which means that incorporated documents are considered part of this prospectus and any accompanying prospectus supplement and pricing supplement. Global Funding and Allstate Life can disclose important information to you by referring you to those documents. Information that Global Funding and Allstate Life file with the SEC will automatically update and supersede information in this prospectus.

        This prospectus and any accompanying prospectus supplement and pricing supplement incorporate by reference Allstate Life's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003, June 30, 2003 and September 30, 2003 and the Current Reports on Form 8-K filed on June 16, 2003 and March 4, 2004, all of which were previously filed with the SEC. Each trust formed in connection with the offering of notes will incur separate reporting obligations under the Exchange Act. As the depositor and a statutory issuer of the notes, Global Funding will file separate periodic reports under the Exchange Act for each issuing trust. After each payment made by an issuing trust on its notes, Global Funding will file a separate Current Report on Form 8-K. After the end of the fiscal year for each trust, Global Funding will file a separate Annual Report on Form 10-K for each trust.

        This prospectus and any accompanying prospectus supplement and pricing supplement also incorporate by reference any filings made by Global Funding or Allstate Life with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus and prior to the termination of the offering of the notes. These documents contain important information.

        You may request a copy of any documents incorporated by reference in this prospectus and any accompanying prospectus supplement and pricing supplement (including any exhibits that are specifically incorporated by reference in them), at no cost, by writing or telephoning to the following addresses or telephone numbers:

Allstate Life Global Funding
c/o AMACAR Pacific Corp.
6525 Morrison Boulevard
Suite 318
Charlotte, North Carolina 28211
Attention: President
Tel: (704) 365-0569		   Allstate Life Insurance Company
3100 Sanders Road, Suite M3A
Northbrook, Illinois 60062
Attention: Assistant Vice President,
Institutional Markets
Tel: (847) 402-5000

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DESCRIPTION OF ALLSTATE LIFE GLOBAL FUNDING AND THE TRUSTS

General

        Global Funding is a statutory trust formed under the laws of the State of Delaware pursuant to the trust agreement, dated as of June 24, 2002 (as amended, restated or modified from time to time, the "depositor trust agreement"), executed by the Delaware trustee and the administrator, and the Certificate of Trust filed with the Secretary of State of the State of Delaware on June 24, 2002. These documents are not restated in their entirety and you should read the actual documents which are attached as exhibits to the registration statement of which this prospectus forms a part.

        Global Funding will not engage in any activity other than:

        Each series of notes will be issued by a separate newly created Delaware statutory trust formed by the administrator and the Delaware trustee pursuant to the filing of a certificate of trust and the execution of the applicable trust agreement. Global Funding will be the sole beneficial owner of each trust that is formed.

        After formation, each trust will not engage in any activity other than:

        The principal executive offices of Global Funding and the trusts will be located at c/o AMACAR Pacific Corp., 6525 Morrison Boulevard, Suite 318, Charlotte, North Carolina 28211. The telephone number is (704) 365-0569.

Assets and Obligations of the Trusts

        The notes of a series will be the unconditional, direct, non-recourse and unsubordinated obligations of the issuing trust and will rank equally among themselves. Each series of notes will be secured by and payable solely out of the assets of the issuing trust, and holders of such series of notes will have no right against the assets of Global Funding or the assets of any other trust. Any funding agreement and any other collateral securing the repayment of the obligations under such series of notes will be the assets of the issuing trust and will not be the assets of Global Funding or the assets of any other trust. The notes of a series will represent obligations of the issuing trust only and not of Global Funding or any other trust.

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Delaware Trustee and Administrator of Global Funding and the Trusts

        Pursuant to the depositor trust agreement, Wilmington Trust Company is acting as the sole Delaware trustee and will provide trust services for Global Funding. Wilmington Trust Company will also act as the sole Delaware trustee for each of the trusts pursuant to separate trust agreements. The Delaware trustee, on behalf of Global Funding, executed the administrative services agreement of Global Funding, dated as of June 27, 2002 (as amended, restated or modified from time to time, the "depositor administrative services agreement"), with AMACAR Pacific Corp., in its capacity as the administrator of Global Funding. AMACAR Pacific Corp. will also be the administrator of each trust pursuant to separate administrative services agreements. In such capacities the administrator will be responsible for various administrative functions relating to the business of Global Funding and the trusts.

Beneficial Ownership of Global Funding and the Trusts

        Global Funding is beneficially owned by AMACAR Pacific Corp. (the "trust beneficial owner"). The trust beneficial owner's only interest in Global Funding is the $1,000 amount invested in Global Funding prior to the issuance of any notes or any funding notes. The principals of the trust beneficial owner have advised that it is ultimately owned by several individuals, none of whom are affiliated with Allstate Life or The Allstate Corporation. The investment by the trust beneficial owner will not be secured by the collateral relating to any series of notes.

        Global Funding will be the beneficial owner of each trust that is formed.

Relationships among Global Funding, the Trusts, Allstate Life and Allstate Insurance Company

        The following describes the relationships among Global Funding, the trusts, Allstate Life and Allstate Insurance Company:

        Except as set forth above, none of The Allstate Corporation, Allstate Insurance Company, Allstate Life or any of their respective officers, directors, subsidiaries or affiliates owns or will own any beneficial interest in Global Funding or any trust nor has any of these persons or entities entered or will enter into any agreement with Global Funding or any trust.

        No trust will be affiliated with Allstate Life.

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        Neither The Allstate Corporation, Allstate Insurance Company, Allstate Life nor any of their respective officers, directors, subsidiaries or affiliates owns, or will own, any beneficial interest in the depositor or the trusts.

        Neither The Allstate Corporation, Allstate Life nor any of their respective officers, directors, subsidiaries or affiliates is affiliated with the Delaware trustee, the trust beneficial owner, the administrator or the indenture trustee. Neither The Allstate Corporation, Allstate Insurance Company, Allstate Life nor any of their respective officers, directors, subsidiaries or affiliates is affiliated with any beneficial owner of AMACAR Pacific Corp.

Records and Financial Statements of Global Funding and the Trusts

        Each trust will:

        On behalf of the trusts, as depositor, Global Funding will be subject to certain reporting requirements under the Exchange Act.


DESCRIPTION OF ALLSTATE LIFE INSURANCE COMPANY

        Allstate Life was incorporated in 1957 as a stock life insurance company under the laws of the State of Illinois. It conducts substantially all of its life insurance operations directly or through its wholly owned life insurance subsidiaries. It is a wholly owned subsidiary of Allstate Insurance Company ("AIC"), a stock property-liability insurance company incorporated under the laws of the State of Illinois. All of the outstanding stock of AIC is owned by The Allstate Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware.

        The Allstate Corporation, together with its subsidiaries, is the second largest personal property and casualty insurer in the United States on the basis of 2002 statutory premiums earned. Widely known through the "You're In Good Hands With Allstate®" slogan, The Allstate Corporation, through its subsidiaries, provides insurance products to more than 16 million households and has approximately 12,900 exclusive agents and financial specialists in the U.S. and Canada.

        Allstate Life offers a diversified group of products to meet consumers' lifetime needs in the areas of protection and retirement solutions through a variety of distribution channels. The products consist of life insurance products and other insurance products, and retirement products, otherwise referred to as investment products. Life insurance products include: term life, whole life, credit life, universal life, variable life, variable universal life and single premium life. Other insurance products include long-term care, accidental death, hospital indemnity and credit disability. Investment products include fixed deferred annuities (including market value adjusted annuities, equity-indexed annuities and treasury-linked annuities), immediate annuities, and variable annuities. These products are sold through a variety of distribution channels including AIC agencies, financial services firms, independent agent broker/dealers including master brokerage agencies and direct marketing. Allstate Life also sells funding agreements that are sold to special purpose entities issuing medium term notes, through specialized brokers, including consultants and financial intermediaries, and fixed annuity investment products such as single premium structured settlement annuities sold through brokers who specialize in settlement of injury and other liability cases and other immediate annuities.

        As of September 30, 2003 and December 31, 2002, respectively, Allstate Life's total invested assets in its general account were $59.94 billion and $52.67 billion, and its separate accounts assets were $12.18 billion and $11.13 billion, respectively. Net income for the nine months ended September 30, 2003 and 2002 was $243 million and $198 million, respectively.

        Allstate Life's principal executive offices are located at 3100 Sanders Road, Northbrook, Illinois 60062 and its telephone number is (847) 402-5000.

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RATIO OF EARNINGS TO FIXED CHARGES

        The following table shows the ratio of earnings to fixed charges for Allstate Life and its subsidiaries for the periods indicated:

 
   Nine Months Ended September 30, 2003
    
    
    
    
    
 
   Year Ended December 31,
 
   2002
   2001
   2000
   1999
   1998
Ratio of earnings to fixed charges(1)(2)(3)   1.3x   1.2x   1.3x   1.5x   1.6x   1.7x
(1)
Allstate Life has authority to issue up to 1,500,000 shares of non-voting preferred stock, par value $100.00 per share. There are currently 930,650 shares of redeemable preferred stock issued and outstanding. Allstate Life is obligated to pay a dividend on those preferred shares.

(2)
For the purposes of this computation, earnings consist of income from continuing operations before income taxes and the cumulative effect of change in accounting principle plus fixed charges. Fixed charges consist of the interest factor of annual rental expense, the dividends on redeemable preferred securities and the interest credited to contractholder funds.

(3)
Allstate Life continues to sell asset accumulation products that credit interest to the contractholder. This results in a negative impact on the ratio of earnings to fixed charges because the effect of increases in interest credited to contractholders more than offsets the effect of the increases in earnings.


USE OF PROCEEDS

        In connection with the issuance and sale of each series of notes, the issuing trust will use the net proceeds received from the offering of the applicable series of notes to purchase a funding note from Global Funding. Global Funding will use the net proceeds received from the sale of such funding note to purchase one or more funding agreements issued by Allstate Life. Allstate Life intends to use the net proceeds from the sale of each funding agreement to purchase investment assets.

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DESCRIPTION OF THE NOTES

        This prospectus relates to:

        which one or more Delaware special purpose statutory trusts that may be formed from time to time may offer.

        Allstate LifeSM CoreNotes® will be offered from time to time to the public, with payment of principal of, any premium and interest on, and any other amounts due and owing with respect to, the Allstate LifeSM CoreNotes® to be secured by one or more applicable funding agreements issued by Allstate Life and assigned absolutely to, and deposited into, the issuing trust by Global Funding.

        The terms of the secured medium term notes are identical in all material respects to the terms of the Allstate LifeSM CoreNotes®, except that the secured medium term notes:

        The following is a general description of the terms of the notes. Specific terms of a series of notes will be provided in the applicable prospectus supplement and the applicable pricing supplement which will supplement this prospectus.

        Notes will be issued in one or more series. The terms of each indenture (as defined below) will not limit the amount of notes that the relevant trust may issue. Unless otherwise specified in the applicable prospectus supplement or the applicable pricing supplement, each series of notes will be secured by one or more funding agreements relating to that series of notes.

        Each trust may issue notes at a discount below their stated principal amount, bearing no interest or interest at a rate that at the time of issuance is below market rates.

        Certain federal income tax considerations and other relevant considerations are described in the applicable prospectus supplement.

        The decision to issue notes to investors and purchase funding agreements or funding notes (in the case of an issuing trust) issued by Allstate Life (or Global Funding in the case of funding notes) rests solely with Global Funding or the issuing trust (in the case of funding notes). Global Funding and the trusts are under no obligation to Allstate Life or any other person or entity to issue any notes or purchase any funding agreements.

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DESCRIPTION OF THE INDENTURES

        Each series of notes will be issued by a trust pursuant to a separate indenture (each, an "indenture") to be entered into between the issuing trust and J.P. Morgan Trust Company, National Association, in its capacity as indenture trustee (including any successor, the "indenture trustee"). Each indenture will be subject to and qualified under the Trust Indenture Act of 1939 (the "Trust Indenture Act"). Each indenture will adopt the standard indenture terms, which are filed as an exhibit to the registration statement of which this prospectus is a part and are incorporated into this prospectus by reference.

        The following summary highlights some of the provisions included in the standard indenture terms, but it may not contain all of the information that is important to you. The standard indenture terms are not restated in their entirety and you should read the standard indenture terms, which are attached as an exhibit to the registration statement of which this prospectus forms a part.

Covenants

        Under the applicable indenture, the issuing trust will make certain covenants regarding payment of principal, interest (if any), premium (if any) and other amounts (if any), maintenance of offices or agencies, holding in trust money for note payments, protection of the collateral and delivery of an annual statement as to compliance with conditions, performance of obligations and adherence to covenants under the applicable indenture. Among other covenants, the issuing trust will agree that it will not, so long as any notes of the applicable series are outstanding, except, in any case, as otherwise permitted by the applicable indenture, the applicable trust agreement, or the relevant funding agreement(s):

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Events of Default

        The following will be "Events of Default" with respect to the notes of a particular series issued pursuant to the applicable indenture:

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        If one or more Events of Default shall have occurred and be continuing with respect to the notes of such series, then, and in every such event, unless the principal of all of the notes of such series shall have already become due and payable, either the indenture trustee or the holder or holders of not less than 25% in aggregate principal amount of the notes of such series then outstanding under the applicable indenture by notice in writing to the issuing trust (and to the Indenture Trustee if given by such holders), may declare the entire principal of, and premium on (if any), all the notes of such series and any interest accrued thereon and any other amounts due and owing with respect thereto, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable; provided that, if any Event of Default specified in the sixth or seventh bullets above occurs with respect to the issuing trust, or if any Event of Default specified in the third bullet above that would cause any funding agreement securing the notes of such series to become automatically and immediately due and payable occurs with respect to Allstate Life, then without any notice to the issuing trust or any other act by the Indenture Trustee or any holder of any notes of such series, the entire principal of, and premium on (if any), all the notes of such series and the interest accrued thereon and any other amounts due and owing with respect thereto, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which will be waived by the issuing trust under the applicable indenture.

        If at any time after the principal of the notes of such series, any interest accrued thereon and any other amounts due or owing with respect thereto shall have been so declared due and payable and before any judgment or decree for the payment of the funds due shall have been obtained or entered as hereinafter provided, the issuing trust shall pay or shall deposit with the indenture trustee a sum sufficient to pay all due and payable interest on all the notes of such series, any interest accrued thereon and any other amounts due or owing with respect thereto and the principal of and premium on (if any) any and all notes of such series which shall have become due and payable otherwise than by acceleration (with interest on such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue interest and any other amounts payable, at the same rate as the rate of interest specified in the note certificates representing the notes of such series to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the indenture trustee and each predecessor indenture trustee, their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the indenture trustee and each predecessor indenture trustee except as a result of negligence or bad faith, and if any and all Events of Default under the applicable indenture, other than the non-payment of the principal of and premium on (if any) the notes of such series which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein, then and in every such case the applicable holder representative (as defined below), by written notice to the issuing trust and to the indenture trustee, may waive all defaults and rescind and annul such declaration and its consequences,

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but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.

        Upon the occurrence and during the continuation of an Event of Default, the claims of the indenture trustee for its fees and expenses will have priority over the claims of holders of notes of such series with respect to any funds collected by the indenture trustee during such Event of Default, subject to the terms of the applicable indenture.

        Except in the circumstances described in the third bullet point above, an Event of Default under the notes of a series will not constitute an event of default under any related funding agreement. In the absence of a contemporaneous event of default under any applicable funding agreement, the issuing trust will probably not have sufficient amounts to pay fully all amounts due to the holders of the applicable series of notes upon the occurrence of an acceleration event with respect to such series of notes. In such a case, the indenture trustee, acting for the benefit of the holders of the applicable series of notes, will be limited to a proceeding against each applicable funding agreement and the related collateral. However, because under such circumstances Allstate Life would not be under any obligation to accelerate its payment obligations under any such funding agreement, the indenture trustee could only:

Any such disposition of collateral could be made on unfavorable terms and result in material losses to the holders of the applicable series of notes.

        In addition, in the event of any acceleration under a series of notes, the amounts of cash received under any applicable funding agreement(s), the applicable support agreement and any other sources available to the issuing trust may be insufficient to enable it to satisfy all of its support obligations and other cash obligations. The failure to have sufficient cash to meet these obligations could result in insolvency or other circumstances that could result in material losses to the holders of the applicable series of notes.

Application of Proceeds

        Any funds collected by the indenture trustee following an Event of Default or otherwise under the applicable indenture in respect of the notes of a series shall be applied in the following order at the date or dates fixed by the indenture trustee and, in case of the distribution of such funds on account of principal, any premium and interest and any other amounts due and owing, upon presentation of the global security or certificates representing the notes of such series and the notation thereon of the payment if only partially paid or upon the surrender thereof if fully paid:

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        Any funds collected by the indenture trustee where no Event of Default exists under an indenture in respect of notes of a series shall be applied in the following order at the date or dates fixed by the indenture trustee and, in case of the distribution of such funds on account of principal, any premium and interest, and any additional amounts, upon presentation, if applicable, of the certificate representing the notes of such series and the notation thereon of the payment if only partially paid or upon the surrender thereof if fully paid:

        The indenture trustee may make distributions under an indenture in cash or in kind or, on a ratable basis, in any combination thereof.

Certain Rights of Holders

        The holder or holders of a majority in aggregate principal amount of the notes of any series at the time outstanding shall have the right to elect a holder representative ("holder representative") who shall have binding authority upon all the holders and who shall direct the time, method, and place of conducting any proceeding for any remedy available to the indenture trustee, or exercising any trust or power conferred on the indenture trustee by the applicable indenture, provided that:

        Nothing in an indenture shall impair the right of the indenture trustee in its discretion to take any action deemed proper by the indenture trustee and which is not inconsistent with such direction by the holder or holders of notes of the applicable series.

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        No holder of the notes of a series shall have any right to institute any proceedings, judicial or otherwise, with respect to the relevant indenture or any agreement or instrument included in the relevant collateral or for the appointment of a receiver or trustee, unless:

it being understood and intended that no holder or holders of notes of a series shall have any right in any manner whatever by virtue of, or by availing of, any provision of the applicable indenture to affect, disturb or prejudice the rights of any other holder of any note of the relevant series or to obtain or to seek to obtain priority or preference over any other holder of the relevant series to enforce any right under such indenture, except in the manner therein provided and for the equal and ratable benefit of all the holders of the notes of the relevant series.

        Since Allstate Life and Global Funding are registrants, purchasers of notes may be able to proceed directly against Allstate Life and Global Funding to enforce their rights under the Federal securities laws and their rights under the Federal securities laws will be no different than if they purchased the underlying funding agreements directly from Allstate Life or the underlying funding notes directly from Global Funding.

Modifications and Amendments

        The issuing trust and the indenture trustee may from time to time and at any time enter into an indenture or indentures supplemental to the applicable indenture for one or more of the following purposes without the consent of any holders of the applicable series of notes:

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        The issuing trust shall advise all rating agencies that are then rating the medium term note program, the Allstate LifeSM CoreNotes® program or the relevant series of notes of any such supplemental indentures.

        With the consent of the holder or holders of not less than 662/3% in aggregate principal amount of the outstanding notes of the applicable series, the issuing trust and the indenture trustee may, from time to time and at any time, enter into a supplemental indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the relevant indenture or of any applicable supplemental indenture or note certificate or of modifying in any manner the rights of the holders of notes of such series; provided, that no such supplemental indenture shall:


        The issuing trust shall advise all rating agencies that are then rating the medium term note program, the Allstate LifeSM CoreNotes® program or the relevant series of notes of any such supplemental indentures.

Indenture Trustee

        Under each indenture, if an Event of Default with respect to the applicable series of notes has occurred and is continuing, the indenture trustee is obligated to exercise such of the rights and powers vested in it by such indenture, and to use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

        Each indenture will provide that, except during the continuance of an Event of Default, the indenture trustee need perform only those duties that are specifically set forth therein, and no implied covenants or obligations of the indenture trustee will be read into such indenture.

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        No provision of an indenture will be construed to relieve the indenture trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

        The indenture trustee may resign at any time under any indenture by giving not less than 90 days' prior written notice thereof to the issuing trust and the holders of the applicable series of notes. If no successor indenture trustee shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning indenture trustee will be permitted to petition any court of competent jurisdiction for the appointment of a successor indenture trustee.

        If at any time:

then, the issuing trust (except upon the occurrence and during the continuation of an Event of Default) will be permitted to remove the indenture trustee with respect to the applicable series of notes and appoint a successor indenture trustee under the applicable indenture.

        In addition to the right of petition given to the resigning indenture trustee under an indenture and the right of removal given to the issuing trust thereunder as described in the preceding two paragraphs,

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any holder who has been a holder of notes of such series for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor indenture trustee under the applicable indenture or the removal of the indenture trustee and the appointment of a successor indenture trustee under the applicable indenture, as the case may be.

        The applicable holder representative may at any time remove the indenture trustee with respect to the notes of such series and appoint a successor indenture trustee with respect to the notes of such series by delivering to the indenture trustee so removed, to the successor indenture trustee so appointed and to the issuing trust the evidence required for such action by the relevant indenture.

Meetings of Holders

        A meeting of holders of notes of a series will be permitted to be called at any time and from time to time pursuant to the relevant indenture to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by such indenture to be made, given or taken by such holders of notes of such series.

        Unless otherwise provided in a note certificate representing the notes of a particular series, the indenture trustee may at any time call a meeting of holders of notes of such series for any purpose specified in the preceding paragraph, to be held at such time and at such place in the City of New York or the city in which the Corporate Trust Office (as defined in the applicable indenture) is located. Notice of every meeting of holders of notes of such series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, must be given not less than 21 nor more than 180 days prior to the date fixed for the meeting.

        Any resolution passed or decision taken at any meeting of holders of notes of a series duly held in accordance with the relevant indenture will be binding on all of the holders of notes of such series, whether or not such holders were present or represented at the meeting.

Nonrecourse Enforcement

        Notwithstanding anything to the contrary contained in an indenture or the notes of a series, other than as described below, none of Allstate Life, its officers, directors, affiliates, employees or agents or any of the trustees of Global Funding or the trusts, beneficial owners or agents, or any of their respective officers, directors, affiliates, employees or agents, all of whom are collectively referred to in this prospectus as the "nonrecourse parties," will be personally liable for the payment of any principal, interest or any other sums at any time owing under the terms of any notes. If any Event of Default shall occur with respect to any notes of any series, the right of the holder or holders of notes of such series and the indenture trustee on behalf of such holder or holders in connection with a claim related to such series of notes will be limited solely to a proceeding against the relevant collateral.

        Neither any such holder or holders nor the indenture trustee on behalf of such holder or holders will have the right to proceed against the nonrecourse parties or the assets of Global Funding or any other trust to enforce the relevant series of notes (except that to the extent they exercise their rights, if any, to seize any relevant funding agreement(s), they may enforce the funding agreement(s) against Allstate Life) or for any deficiency judgment remaining after foreclosure of any property included in the relevant collateral.

        The limitations on the rights of the holders described in the previous two paragraphs will not in any manner or way constitute or be deemed a release of the debt or other obligations of the issuing trust evidenced by the notes of the applicable series or otherwise affect or impair the enforceability against the assets of the issuing trust of the liens, assignments, rights and security interests created by the relevant indenture, the relevant collateral or any other instrument or agreement evidencing, securing or relating to the indebtedness or the obligations of the issuing trust evidenced by the notes of

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the applicable series. The holders of notes of a series are not precluded from foreclosing upon any property included in the relevant collateral or from any other rights or remedies in law or in equity against the assets of the issuing trust.

        Since Allstate Life and Global Funding are registrants, purchasers of notes may be able to proceed directly against Allstate Life and Global Funding to enforce their rights under the Federal securities laws depending on the particular facts and circumstances and their rights under the Federal securities laws will be no different than if they purchased the underlying funding agreements from Allstate Life or Global Funding.

Notices

        All notices regarding notes of a series will be mailed to the registered owners thereof as their names appear in the applicable note register maintained by the indenture trustee.

Governing Law; Submission to Jurisdiction

        Each indenture and the notes of each series shall (unless specified otherwise in the applicable prospectus supplement) be governed by, and construed in accordance with, the laws of the State of New York, except as required by mandatory provisions of law and except to the extent that the validity or perfection of the ownership of and security interest in the relevant funding agreements of the issuing trust or remedies under the applicable indenture in respect thereof may be governed by the laws of a jurisdiction other than the State of New York. All judicial proceedings brought against a trust or the indenture trustee arising out of or relating to the relevant indenture, any note of the applicable series or any portion of the relevant collateral may be brought in a United States federal court located in New York City, the Borough of Manhattan, provided that the applicable prospectus supplement may specify other jurisdictions as to which the issuing trust may consent to the nonexclusive jurisdiction of courts with respect to such series of notes.


DESCRIPTION OF THE FUNDING NOTES

        Each trust will use the net proceeds received from the issuance of the related series of notes to purchase a funding note (each, a "funding note"). Global Funding will use the net proceeds received from the sale of the related funding note to purchase one or more funding agreements issued by Allstate Life. Global Funding will immediately assign absolutely and deposit each such funding agreement to the relevant trust, and the relevant funding note will be surrendered.

        The funding note will have a principal amount equal to the principal amount of the related funding agreement(s) and the related series of notes. Each funding note will otherwise have payment and other terms substantially similar to the related funding agreement(s) and the related series of notes, except that the terms of each funding note will provide that it will be cancelled immediately upon the sale of, and deposit into, the issuing trust by Global Funding of the related funding agreement(s).

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DESCRIPTION OF THE FUNDING AGREEMENTS

        This section provides a summary of the terms and conditions of the funding agreements. This summary is not complete and you should read the detailed provisions of the funding agreements, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. Capitalized terms used in this summary have the same meanings as those used in the funding agreements, unless the context otherwise requires.

General

        In connection with the issuance of a series of notes, the issuing trust will acquire one or more funding agreements issued by Allstate Life. The issuing trust will grant a security interest in, pledge and collaterally assign each such funding agreement to the indenture trustee as collateral to secure the obligations under the applicable series of notes.

        Such funding agreement(s) will have a principal amount equal to the principal amount of the related series of notes. The funding agreements will otherwise have payment and other terms substantially similar to the payment and other terms of the related series of notes. See "Description of the Notes" in the applicable prospectus supplement.

        The funding agreements are unsecured obligations of Allstate Life, an Illinois stock life insurance company. In the event of insolvency of an Illinois insurance company, claims against the insurer's estate are prioritized pursuant to Section 5/205 of the Illinois Insurance Code. Under Section 5/205(1)(d) of the Illinois Insurance Code, claims by "policyholders, beneficiaries, and insureds, under insurance policies, annuity contracts, and funding agreements" receive payment prior to any distribution to general creditors not falling within any other priority class under the Illinois Insurance Code.

        In a properly prepared and presented case in a delinquency proceeding under Article XIII of the Illinois Insurance Code, 215 ILCS Section 5/187 et seq. (the "Illinois Liquidation Act"), the timely and properly filed claims of an owner under the funding agreement (with the possible exception of claims for Additional Amounts, as discussed below) would be entitled to distribution pari passu with claims made by other policyholders, beneficiaries, and insureds under other insurance policies, insurance contracts, annuities and funding agreements issued by Allstate Life, and the claims of the Illinois Life and Health Insurance Guaranty Association, and any similar organization in another state, in accordance with Section 5/205(1)(d) of the Illinois Liquidation Act, and an owner's claims under the funding agreement should not be recharacterized as other than the claims of a policyholder, beneficiary, or insured under an insurance policy, insurance contract, annuity or funding agreement.

        If a funding agreement so provides, Allstate Life may be required to pay Additional Amounts (as such term is defined therein) to the indenture trustee as collateral assignee of the funding agreement. For a discussion regarding payment of Additional Amounts, see "Description of the Notes—Withholding Tax and Payment of Additional Amounts". The language of Section 205(1)(d) that specifically refers to claims under "funding agreements" has not been interpreted in any Illinois judicial decision. Specifically, there is no authority addressing whether claims under funding agreements for Additional Amounts would be accorded priority under Section 205(1)(d) as claims made by other policyholders, beneficiaries and insureds under other policies, insurance contracts, annuities and funding agreements. Accordingly, although such payments could be viewed as a claim under the funding agreements within the meaning of Section 5/205(1)(d), they may also be argued to be a separate payment obligation. Therefore, while in a proceeding before a court of competent jurisdiction the court might find that a claim for an Additional Amount constitutes a claim under a funding agreement, it also might find that such a claim is not a claim entitled to the priority afforded by Section 5/205(1)(d). If a claim for an Additional Amount does not constitute a claim entitled to the priority afforded by Section 5/205(1)(d), then in a properly prepared and presented case any claim for

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an Additional Amount would be entitled to the same priority as claims of general creditors of Allstate Life under Section 5/205(1)(g).

        As insurance contracts under Illinois law, funding agreements rank senior to unsecured indebtedness of Allstate Life. Therefore, if Allstate Life were to offer notes directly to investors, holders of such notes would receive an effectively subordinated obligation because of the relative priority of insurance contracts and funding agreements over unsecured indebtedness.

        With respect to any issuance of the notes of a series, the aggregate amount of Allstate Life's liabilities that would rank pari passu with each funding agreement securing such series of notes is disclosed in the financial statements of Allstate Life contained in Allstate Life's most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the SEC, in each case as of the date of such financial statements. This amount appears in the Consolidated Statements of Financial Position as a liability under the line item entitled "Contractholder funds".

        The statutory authorizations for the uses of funding agreements under the Illinois Insurance Code (the "Illinois Insurance Code") are severely limited. The form of funding agreement has been filed with the Illinois Department of Insurance and has been accepted as a funding agreement that is a type of annuity contract without life contingency permitted by Section 5/226.1 of the Illinois Insurance Code. Under that provision, the permitted uses are limited to funding of: (a) ERISA employee benefit plans; (b) an activity of an Internal Revenue Code Section 501(c) organization; (c) a program of a government entity or instrumentality; (d) structured settlement claims; and (e) a program of an institution with assets in excess of $25,000,000. Thus, the market for direct sales of funding agreements is very narrow, essentially limited to large institutional investors under Rule 144A or foreign investors under Regulation S promulgated under the Securities Act, as amended. Moreover, in contrast to medium term notes, funding agreements have no secondary market to provide investors with liquidity or mark-to-market valuation and, therefore, the funding agreement market is much narrower than the universe of investors who can purchase medium term notes.

        In addition, funding agreements are insurance contracts authorized by Section 5/226.1 of the Illinois Insurance Code. Only licensed insurance agents or the issuing insurance company may sell such contracts. Thus, not only is the market for direct funding agreement sales limited by the specified classes of buyers, but it is restricted also by the limits on the agency force.

        The Illinois Department of Insurance has confirmed that it does not consider the sale of publicly offered funding agreement backed medium term notes to violate the Illinois Insurance Code. In addition, the Illinois Department of Insurance has approved the form of funding agreement to be used in connection with the medium term note program and the Allstate LifeSM CoreNotes® program.

        The rating by any rating agency of the financial strength of Allstate Life does not mean that such rating agency will rate a funding agreement or the related series of notes. However, unless otherwise indicated in the applicable pricing supplement, each series of notes, the related funding note and the funding agreement(s) securing such series of notes will have an issue credit rating of            from Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. We expect the program to be rated            by Moody's Investors Service, Inc. ("Moody's"). If Moody's changes the program rating, the new program rating will be specified in the applicable pricing supplement. Notes of a series will be issued under the program only in the event that, at the time of issuance of such series of notes, at least one nationally recognized rating agency would assign an investment grade rating to such series of notes, the related funding note and the funding agreement(s) securing such series of notes.

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Insolvency of Allstate Life

        In the event of insolvency of an Illinois insurance company, claims against the insurer's estate are prioritized pursuant to Section 5/205 of the Illinois Insurance Code. Under Section 5/205(1)(d) of the Illinois Insurance Code, claims by "policyholders, beneficiaries, and insureds, under insurance policies, annuity contracts, and funding agreements" receive payment prior to any distribution to general creditors not falling within any other priority class under the Illinois Insurance Code. The funding agreements are unsecured obligations of Allstate Life.

        Lord, Bissell & Brook, special Illinois insurance regulatory counsel of Allstate Life, has opined that, subject to the limitations, qualifications and assumptions set forth in its opinion letter, in a properly prepared and presented case, (1) in a delinquency proceeding under Article XIII of the Illinois Insurance Code, 215 ILCS Section 5/187 et seq. (the "Illinois Liquidation Act"), the timely and properly filed claims of an owner under the funding agreement (with the possible exception of claims for Additional Amounts, as discussed below) would be entitled to distribution pari passu with claims made by other policyholders, beneficiaries, and insureds under other insurance policies, insurance contracts, annuities and funding agreements issued by Allstate Life, and the claims of the Illinois Life and Health Insurance Guaranty Association, and any similar organization in another state, in accordance with Section 5/205(1)(d) of the Illinois Liquidation Act, and (2) an owner's claims under the funding agreement should not be recharacterized as other than the claims of a policyholder, beneficiary, or insured under an insurance policy, insurance contract, annuity or funding agreement.

        If a funding agreement so provides, Allstate Life may be required to pay Additional Amounts (as such term is defined therein) to the indenture trustee as collateral assignee of the funding agreement. Although such payments could be viewed as a claim under the funding agreements within the meaning of Section 5/205(1)(d), it may also be argued to be a separate payment obligation. Therefore, while in a proceeding before a court of competent jurisdiction the court might find that a claim for an Additional Amount constitutes a claim under a funding agreement, it also might find that such a claim is not a claim entitled to the priority afforded by Section 5/205(1)(d). Lord, Bissell & Brook has opined that if a claim for an Additional Amount does not constitute a claim entitled to the priority afforded by Section 5/205(1)(d), then in a properly prepared and presented case any claim for an Additional Amount would be entitled to the same priority as claims of general creditors of Allstate Life under Section 5/205(1)(g).

        In the absence of controlling judicial precedents, the opinion of Lord, Bissell & Brook is based on a reasoned analysis of Illinois statutes, as well as application of other states' judicial decisions involving similar or analogous circumstances. Investors should note that in the event of the insolvency of an insurance company, however, the judicial application of statutes governing the distribution of the insurer's general assets has typically proceeded on a case-by-case basis.

Payments under Funding Agreements

        Under the terms of each funding agreement securing the obligations under a series of notes, Allstate Life will be obligated to make payments in the amounts necessary to permit the issuing trust to meet in full its scheduled payment obligations under the applicable series of notes.

        Unless otherwise specified in the applicable pricing supplement, the issuing trust will not pay any additional amounts to holders of the notes of a series in the event that any withholding or deduction for or on account of any United States taxes or other governmental charges is required. If the applicable prospectus supplement or the applicable pricing supplement specifies that the issuing trust will pay additional amounts to holders of the notes of the applicable series in the event of certain changes in tax law, including the repeal of the "Portfolio Interest Exemption" from United States Federal withholding taxes for payments to non-U.S. Holders, the relevant funding agreement(s) will provide that Allstate Life will make payments to the issuing trust in the amounts necessary to permit it

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to pay additional amounts, if any, required to be paid to holders of the particular series of notes. If the payment of additional amounts to holders of a particular series of notes is required as a result of a change in tax law, Allstate Life will be obligated to pay such additional amounts to the issuing trust under the relevant funding agreement(s).

Events of Default

        The following will be "Events of Default" under each funding agreement:

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        If one or more Events of Default shall have occurred and be continuing (other than an Event of Default specified in the third, fourth, fifth, sixth, seventh and eighth bullets above), the indenture trustee as collateral assignee of the funding agreement may, by written notice to Allstate Life, declare the principal of, plus accrued but unpaid interest on and any other amounts then due and owing with respect to, such funding agreement to be due and payable and such amounts will become due and payable on the date the written declaration is given to Allstate Life; provided that if an Event of Default specified in the third, fourth, fifth, sixth, seventh and eighth bullets above occurs, such amounts will be automatically and immediately due and payable without any declaration or other act on the part of the indenture trustee as collateral assignee of the funding agreement; provided further that, without affecting the obligation of Allstate Life to repay such amounts, no such repayment shall be made in preference to other policyholders of Allstate Life.

Representations and Warranties in the Funding Agreement

        In each funding agreement, each party will represent and warrant as follows:


Restrictions on Transfer

        Each funding agreement will contain provisions prohibiting any transfer or assignment of the funding agreement or any right to receive payments under the funding agreement without the express written consent of Allstate Life and the written affirmation of Allstate Life that it has changed its books and records to reflect the transfer or assignment or right to receive payments under the funding agreement. In connection with the issuance of a series of notes, Allstate Life will consent to the sale and deposit of each relevant funding agreement from the depositor to the issuing trust and the pledge and collateral assignment of, and the grant of a security interest in, each such funding agreement to the Indenture Trustee, and will affirm that it has changed its books and records to reflect the foregoing.

Termination of Funding Agreements by Allstate Life

        If the applicable pricing supplement specifies that the issuing trust will pay additional amounts to holders of its notes in the event of certain changes in tax law, including the repeal of the "Portfolio Interest Exemption" from United States Federal withholding taxes for payments to non-U.S. Holders, the funding agreement(s) securing such series of notes will provide that Allstate Life may terminate the relevant funding agreement(s) upon the occurrence of certain specified tax events. Unless otherwise specified in the applicable Pricing Supplement, Allstate Life will not be able to unilaterally terminate any funding agreements under any other circumstances. In order to terminate the relevant funding agreement(s) in the event of a certain change in tax law, Allstate Life must give not less than 30 and no more than 75 days prior written notice to the issuing trust and pay such issuing trust the outstanding

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principal of and accrued but unpaid interest, including any additional amounts due and owing, on the notes of such series or such other amount as is specified in the applicable pricing supplement for such notes. However, Allstate Life may not give notice of termination earlier than 90 days prior to the earliest day when Allstate Life would become obligated to pay any such additional amounts were a payment in respect of the funding agreement(s) then due.

Governing Law

        Each funding agreement will be governed by, and construed in accordance with, the laws of the State of Illinois without regard to conflict of law principles.


DESCRIPTION OF SUPPORT AND EXPENSES AGREEMENTS

Support and Expenses Agreements of the Trusts

        This section provides a summary of the material terms and conditions of each support and expenses agreement to be entered into by Allstate Life and the applicable issuing trust (each, a "support agreement"). Each support agreement will incorporate by reference the standard support and expenses agreement terms. The form of support and expenses agreement is included in the form of series instrument. This summary is not complete and you should read the detailed provisions of the standard support and expenses agreement terms, and the applicable support agreement. Copies of the support and expenses agreement terms and the form of series instrument have been filed as exhibits to the registration statement of which this prospectus is a part and are incorporated into this prospectus by reference.

        Under each support agreement, Allstate Life will agree to pay the costs and expenses relating to the offering, sale and issuance of the applicable series of notes and costs, expenses and taxes incurred by the issuing trust other than certain excluded amounts described below, and to indemnify the indenture trustee, the Delaware trustee, the administrator and each other service provider, as well as the issuing trust, with respect to certain matters.

        Under each support agreement, Allstate Life will not be obligated to pay any costs, expenses, taxes or other amounts that are considered excluded amounts. Excluded amounts include:

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        With respect to any support obligation owed to the Delaware trustee and the Administrator, excluded amounts specified in the third bullet point above shall not apply.

Support and Expenses Agreement of Global Funding

        Allstate Life and Global Funding entered into a support and expenses agreement dated as of            (the "depositor support agreement"). Pursuant to the depositor support agreement Allstate Life agreed to pay the costs and expenses relating to the offering, sale and issuance of each funding note and costs, expenses and taxes incurred by Global Funding other than the excluded amounts (as described under "—Support and Expenses Agreements of the Trusts" above). Pursuant to the depositor trust agreement Allstate Life also agreed to indemnify the indenture trustee, the Delaware trustee, the administrator and each other service provider, as well as Global Funding, with respect to certain matters.

        Under the depositor trust agreement, Allstate Life will not be obligated to pay any costs, expenses, taxes or other amounts that are considered excluded amounts.


DESCRIPTION OF ADMINISTRATIVE SERVICES AGREEMENTS

Administrative Services Agreements of the Trusts

        This section provides a summary of the material terms and conditions of each administrative services agreement to be entered into between the administrator and each trust to be formed in connection with the issuance of a series of notes (each, an "administrative services agreement"). The form of administrative services agreement is included in the form of series instrument. Each administrative services agreement will incorporate by reference the standard administrative services terms. This summary is not complete and you should read the detailed provisions of the standard administrative services terms and the applicable administrative services agreement. Copies of the standard administrative services terms and the form of series instrument have been filed as exhibits to the registration statement of which this prospectus is a part and are incorporated into this prospectus by reference.

        Pursuant to each administrative services agreement, the administrator will perform various financial, statistical, accounting and other services for the issuing trust, including maintenance of books and records, preparation, upon request, of amendments to and waivers under certain documents, holding, maintaining and preserving executed copies of certain documents; upon receipt of notice, taking certain actions to enforce agreements as to which the issuing trust is a party, preparing certain documents for signature by the issuing trust, obtaining services of outside counsel, accountants and/or other outside service providers, other actions incidental or reasonably necessary to accomplish the foregoing and certain other actions specifically directed by the issuing trust. In addition, the administrator will prepare and file with the SEC and, if necessary, execute, on behalf of the issuing trust such documents, forms, certifications or filings as may be required by the Exchange Act.

        Each administrative services agreement will be governed by, and construed in accordance with, the laws of the State of New York.

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Administrative Services Agreement of Global Funding

        Global Funding and the administrator executed the administrative services agreement of Global Funding, dated as of June 27, 2002 (as amended, restated or modified form time to time, the "depositor administrative services agreement").

        Pursuant to the depositor administrative services agreement, the administrator agreed to perform various financial, statistical, accounting and other services for Global Funding, including maintenance of books and records, preparation, upon request, of amendments to and waivers under certain documents, holding, maintaining and preserving executed copies of certain documents; upon receipt of notice, taking certain actions to enforce agreements as to which Global Funding is a party, preparing certain documents for signature by Global Funding, obtaining services of outside counsel, accountants and/or other outside service providers, other actions incidental or reasonably necessary to accomplish the foregoing and certain other actions specifically directed by Global Funding. In addition, the administrator will prepare and file with the SEC and, if necessary, execute on behalf of Global Funding such documents, forms, certifications or filings as may be required by the Exchange Act.

        The administrative services agreement is governed by, and will be construed in accordance with, the laws of the State of New York.


ERISA CONSIDERATIONS

        ERISA imposes certain requirements on "employee benefit plans" (as defined in Section 3(3) of ERISA) subject to ERISA, including entities such as collective investment funds whose underlying assets include the assets of such plans (collectively, "ERISA Plans"), and on those persons who are fiduciaries with respect to ERISA Plans. Investments by ERISA Plans are subject to ERISA's general fiduciary requirements, including the requirement of investment prudence and diversification and the requirement that an ERISA Plan's investments be made in accordance with the documents governing the ERISA Plan. Each fiduciary of an ERISA Plan should consider the fiduciary standards of ERISA in the context of the ERISA Plan's particular circumstances before authorizing an investment in the notes. Accordingly, among other factors, the fiduciary should consider whether the investment would satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the ERISA Plan.

        Under U.S. Department of Labor regulations at 29 C.F.R. 2510.3-101, as in effect from time to time (the "Plan Asset Regulations"), assets of a trust may be deemed to be "plan assets" of an ERISA Plan or a "plan" such as an individual retirement account or a Keogh plan (as defined in Section 4975(e)(1) of the Code, other than a governmental or church plan described in Section 4975(g)(2) or (3) of the Code) (together with ERISA Plans, "Plans") for purposes of ERISA and Section 4975 of the Code if a Plan or a person investing "plan assets" of a Plan acquires an equity interest in a trust and none of the exceptions contained in the Plan Asset Regulations are applicable. An equity interest is defined under the Plan Asset Regulations as an interest other than an instrument that is treated as indebtedness under applicable local law and has no substantial equity features. There is very little pertinent authority on the issue of what constitutes an equity interest for purposes of the Plan Asset Regulations. Accordingly, whether the notes would be treated as debt or equity for purposes of the Plan Asset Regulations is unclear. Since, however, the holders of notes of a series will have recourse only to the relevant collateral that secures such series of notes, if the notes were treated as equity interests, the related funding agreements would be treated as assets of any Plan holding a note.

        Even if the notes were treated as equity interests for purposes of the Plan Asset Regulations, because (a) each trust expects that the funding agreements will be treated as debt, rather than equity, for federal tax purposes and (b) the funding agreements should not be deemed to have any "substantial equity features," none of the assets underlying the funding agreements should be treated as Plan Assets for purposes of the Plan Asset Regulations. Those conclusions are based, in part, upon the traditional

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debt features of the funding agreements, including the reasonable expectation of purchasers of the notes that the payments due under the funding agreements will be paid when due, as well as the absence of conversion rights, warrants and other typical equity features.

        Moreover, since the Delaware trustee has no discretionary authority with respect to the funding agreements, even if the funding agreements are treated as assets of a Plan holding a note, the Delaware trustee should not be treated as having acted in a fiduciary capacity with respect to the funding agreements and the treatment of the funding agreements as Plan assets should not, absent other factors that do not appear to be present, give rise to a violation of the prohibited transaction rules of ERISA or Section 4975 of the Code.

        Therefore, subject to the considerations described herein, the notes are eligible for purchase by Plans, any entity whose underlying assets include "plan assets" by reason of any Plan's investment in the entity ("Plan Asset Entity") and any person investing "plan assets" of any Plan.

        Section 406 of ERISA and Section 4975 of the Code also prohibit Plans from engaging in certain transactions involving "plan assets" with persons who are "parties in interest" under ERISA or "disqualified persons" under the Code with respect to such Plans (together, "Parties in Interest"). For example, if either [Global Funding,] a trust or Allstate Life is a Party in Interest with respect to a Plan (either directly or by reason of its ownership of its subsidiaries), the purchase of the notes of the applicable series by or on behalf of the Plan would likely be a prohibited transaction under Section 406(a)(1) of ERISA and Section 4975(c)(1) of the Code, unless exemptive relief were available under an applicable administrative exemption (see below). A Party in Interest that engages in a prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code.

        The U.S. Department of Labor has issued five prohibited transaction class exemptions ("PTCEs") that may provide exemptive relief for direct or indirect prohibited transactions resulting from the purchase and holding of the notes by or on behalf of a Plan. Those class exemptions are PTCE 96-23 (for certain transactions determined by in-house asset managers), PTCE 95-60 (for certain transactions involving insurance company general accounts), PTCE 91-38 (for certain transactions involving bank collective investment funds), PTCE 90-1 (for certain transactions involving insurance company separate accounts) and PTCE 84-14 (for certain transactions determined by independent qualified professional asset managers). There can be no assurances that any of these class exemptions or any other exemptions will be available with respect to any particular transaction involving the notes. In addition, a purchaser of the notes should be aware that even if the conditions specified in one or more of the above-referenced exemptions are met, the scope of the exemptive relief provided by the exemption might not cover all acts which might be construed as prohibited transactions.

        Accordingly, the notes may not be purchased or held by any Plan, any Plan Asset Entity or any person investing "plan assets" of any Plan, unless the purchase and holding of the notes is exempt under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14. Any purchaser of the notes or any interest therein, including in the secondary market, will be deemed to have represented that, among other things, either it is not a Plan or other Plan Asset Entity and is not purchasing the notes on behalf of or with "plan assets" of any Plan or other Plan Asset Entity; or its purchase and holding of the notes is exempt under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14, and that such representations shall be deemed to be made each day from the date on which the purchaser purchases through and including the date on which the purchaser disposes of the notes.

        Moreover, the notes may not be purchased or held by any Plan, any Plan Asset Entity or any person investing "plan assets" of any Plan if Global Funding, any trust or any of their respective affiliates (a) have investment or administrative discretion with respect to the assets of the Plan used to effect such purchase; (b) have authority or responsibility to give, or regularly give, investment advice with respect to such assets, for a fee and pursuant to an agreement or understanding that such advice

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(1) will serve as a primary basis for investment decisions with respect to such assets, and (2) will be based on the particular investment needs of such Plan; or (c) unless PTCE 95-60, 91-38 or 90-1 applies, are an employer maintaining or contributing to such Plan.

        Any insurance company proposing to invest assets of its general account in the notes should consider the implications of the United States Supreme Court's decision in John Hancock Mutual Life Insurance Co. v. Harris Trust and Savings Bank, 510 U.S. 86, 114 S. Ct. 517 (1993), in which the United States Supreme Court held that in certain circumstances assets in a life insurance company's general account are treated as assets of a Plan that owns a policy or other contract with such insurance company, as well as the effect of Section 401(c) of ERISA as interpreted by regulations issued by the U.S. Department of Labor in January 2000.

        Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering purchasing notes on behalf of or with "plan assets" of any Plan or Plan Asset Entity consult with their counsel regarding the potential consequences under ERISA and the Code and the availability of exemptive relief under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14.

        Governmental plans (as defined in Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA), while not subject to the fiduciary responsibility provisions of ERISA or the provisions of Section 4975 of the Code, may nevertheless be subject to state, local or other federal laws that are substantially similar to the foregoing provisions of ERISA and the Code such as Section 503 of the Code. No view is expressed as to whether an investment in the notes (and any continued holding of the notes), or the operation and administration of Global Funding or any trust, is appropriate or permissible for any governmental plan or church plan under Section 503 of the Code, or under any state, local or other law respecting such plan. Any purchaser of the notes or any interest therein, including in the secondary market, will be deemed to have represented that, among other things either (a) it is not a government plan or a church plan or any entity the assets of which are treated as including assets of such plans and it is not purchasing the notes on behalf of or with assets of any such plan or entity or (b) its purchase, holding and disposition of the notes is not in violation of the laws applicable to any such governmental plan or church plan, and such representations shall be deemed to be made each day from the date on which the purchaser purchases, through and including the date on which the purchaser disposes of the notes. Fiduciaries of any such plans should consult with their counsel before purchasing any notes.

        The sale of any notes to a Plan is in no respect a representation by any party or entity that such an investment meets all relevant legal requirements with respect to investments by Plans generally or any particular Plan, or that such an investment is appropriate for Plans generally or any particular Plan.

        Notwithstanding the above, with regard to a particular trust, the sale of notes of the applicable series to Plans, or a person utilizing the plan assets of Plans, might not be allowed, or might only be allowed subject to certain additional conditions, in which case the applicable pricing supplement to this prospectus will disclose the prohibition or such additional conditions.

        THE EMPLOYEE BENEFIT PLAN CONSIDERATIONS SET FORTH ABOVE ARE ONLY INTENDED AS A SUMMARY AND MAY NOT BE APPLICABLE DEPENDING UPON A PLAN'S SPECIFIC FACTS AND CIRCUMSTANCES. PLAN FIDUCIARIES SHOULD CONSULT THEIR OWN ADVISORS WITH RESPECT TO THE ADVISABILITY OF AN INVESTMENT IN THE NOTES, AND POTENTIALLY ADVERSE CONSEQUENCES OF SUCH INVESTMENT, INCLUDING WITHOUT LIMITATION THE POSSIBLE EFFECTS OF CHANGES IN APPLICABLE LAWS.

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PLAN OF DISTRIBUTION

        The trusts will offer the notes from time to time for sale to or through the agents identified in the applicable prospectus supplement (collectively, the "Agents"). The trusts may also offer the notes from time to time for sale directly to investors and other purchasers. The distribution of the notes offered under this prospectus may occur in one or more transactions at fixed prices, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, all of which may change over time.

        In connection with any sale of the notes, the Agents may receive compensation in the form of discounts, concessions or commissions from the issuing trust or from purchasers of the notes for whom they may act as agents. The Agents may sell the notes to or through dealers, and those dealers may receive compensation in the form of discounts, concessions, or commissions from the purchasers for whom they may act as agents. Any Agents that participate in the offering of the notes will be identified and their compensation will be described in the applicable prospectus supplement or the applicable pricing supplement. The applicable prospectus supplement or the applicable pricing supplement will also describe the other terms of the offering, including any discounts or concessions allowed or reallowed or paid to dealers.

        The Agents participating in the distribution of notes will be "underwriters," with respect to the notes being distributed by them and the funding agreements being purchased by the issuing trust, and any discounts or commissions received by them on the sale or resale of notes may be deemed to be underwriting discounts and commissions under the Securities Act. The Agents may be entitled under agreements entered into with a trust, Global Funding and Allstate Life to indemnification against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments that the Agents may be required to make in respect of such liabilities.

        Global Funding is a statutory issuer of the notes and the funding notes under the Securities Act, and Allstate Life is a statutory issuer of the funding agreements under the Securities Act.

        The indenture trustee is affiliated with J.P. Morgan Securities Inc., which is an Agent.

        In the ordinary course of its business, the Agents and their affiliates have engaged, and may in the future engage, in investment and commercial banking transactions with Allstate Life and certain of its affiliates.


LEGAL OPINIONS

        Certain matters regarding the notes, funding notes and funding agreements, and their offering will be passed upon:

        LeBoeuf, Lamb, Greene & MacRae, L.L.P. has from time to time represented, and continues to represent, one or more of the Agents. Sidley Austin Brown & Wood LLP has from time to time represented, and continues to represent Allstate Life.

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EXPERTS

        The consolidated financial statements and the related consolidated financial statement schedules incorporated in this prospectus by reference from the Allstate Life Insurance Company Annual Report on Form 10-K for the year ended December 31, 2002 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

        With respect to the unaudited interim financial information for the periods ended March 31, 2003 and 2002; June 30, 2003 and 2002; and September 30, 2003 and 2002 which is incorporated herein by reference, Deloitte & Touche LLP have applied limited procedures in accordance with professional standards for a review of such information. However, as stated in their reports included in the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003; June 30, 2003; and September 30, 2003 and incorporated by reference herein, they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. Deloitte & Touche LLP are not subject to the liability provisions of Section 11 of the Securities Act, for their reports on the unaudited interim financial information because those reports are not "reports" or a "part" of the Registration Statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Securities Act.

31



PART II

INFORMATION NOT REQUIRED IN PROSPECTUS


Item 14.    Other Expenses of Issuance and Distribution.

        The following table sets forth the estimated expenses to be incurred in connection with the offering described in this registration statement:

Securities and Exchange Commission registration fee   $ 323,600 *
Blue Sky Filing and Counsel Fees     850,000  
Fees and expenses of Trustees     50,000  
Printing Registration Statement, prospectus and other documents     100,000  
Accountants' fees     75,000  
Rating Agencies' fees     300,000  
Miscellaneous expenses     50,000  
   
 
  Total   $ 1,701,000  
   
 
*
Pursuant to Rule 457(p) under the Securities Act, a registration fee of $276,000 previously paid in connection with the registration statement on Form S-3 (File No. 333-101424), originally filed on November 22, 2002 and withdrawn on June 11, 2003, is offset against the total filing fee of $323,600 due in respect of this registration statement.


Item 15.    Indemnification of Directors and Officers.

Allstate Life Insurance Company

        Under Section 8.75 of the Illinois Business Corporation Act of 1983, Allstate Life Insurance Company is empowered, subject to the procedures and limitations stated therein, to indemnify any person against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding to which such person is made a party or threatened to be made a party by reason of his being or having been a director, officer, employee or agent of Allstate Life Insurance Company, or serving or having served at the request of Allstate Life Insurance Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Section 8.75 further provides that indemnification to which a person may be entitled under any by-law, agreement, vote of stockholders or disinterested directors, or otherwise, and that such indemnification to which a person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, officer, employee or agent of Allstate Life Insurance Company who has ceased to serve in such capacity, and shall inure to the benefit of the heirs, executors and administrators of such a person.

        Article VI, Section 1 of the bylaws of Allstate Life Insurance Company provides that Allstate Life Insurance Company will indemnify all of its directors, former directors, officers and former officers, to the fullest extent permitted under law, who were or are a party or are threatened to be made party to any proceeding by reason of the fact that such persons were or are directors or officers of Allstate Life Insurance Company, against liabilities, expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by them. The indemnity shall not be deemed exclusive of any other rights to which directors or officers may be entitled by law or under any articles of incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise. In addition, the indemnity shall inure to the benefit of the legal representatives of directors and officers or of their estates, whether such representatives are court appointed or otherwise designated, and to the benefit of the heirs of such directors and officers. The indemnity shall extend to and include claims for such

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payments arising out of any proceeding commenced or based on actions of such directors and officers taken prior to the effectiveness of this indemnity; provided that payment of such claims had not been agreed to or denied by Allstate Life Insurance Company before such date. Article IV of the bylaws of The Allstate Corporation provides similar rights of indemnification to all directors, former directors, officers and former officers of Allstate Life Insurance Company, as a subsidiary of The Allstate Corporation.

        The directors and officers of Allstate Life Insurance Company have been provided liability insurance for certain losses arising from claims or charges made against them while acting in their capacities as directors or officers of Allstate Life Insurance Company.

Allstate Life Global Funding

        Pursuant to a support and expenses agreement between Allstate Life Insurance Company and Allstate Life Global Funding dated as of                        , Allstate Life Insurance Company agreed to indemnify Wilmington Trust Company as Delaware trustee and AMACAR Pacific Corp. as administrator of Allstate Life Global Funding with respect to certain matters related to the performance of such functions.

        Allstate Life Global Funding agreed, pursuant to the administrative services agreement of Allstate Life Global Funding dated as of June 27, 2002 (the "depositor administrative services agreement"), to indemnify AMACAR Pacific Corp., as administrator, and to hold the administrator harmless, from and against certain losses arising out of, in connection with, or resulting from the administrator's right and/or performance of the administrator's duties by the administrator or its agents and employees pursuant to the depositor administrative services agreement. Allstate Life Global Funding has also agreed, pursuant to an indemnity agreement with Wilmington Trust Company, to indemnify, protect, save and keep harmless Wilmington Trust Company, as Delaware trustee, and its officers, directors, successors, assigns, legal representatives, agents, and servants, from and against certain liabilities relating to or arising out of the trust agreement of Allstate Life Global Funding dated as of            (as the same may be amended, restated or modified) or any other agreements to which Allstate Life Global Funding is a party or to which Allstate Life Global Funding becomes a party.


Item 16.    Exhibits.


Exhibit No.
   Description
1.1   Form of Distribution Agreement.
1.2   Form of Terms Agreement (included in Part E to the Form of Series Instrument filed as Exhibit 4.13 hereto).
1.3   Form of Representations and Indemnity Agreement.
3.1   Articles of Amendment to the Articles of Incorporation of Allstate Life Insurance Company dated December 29, 1999 (incorporated by reference to Form 10 dated April 24, 2002 (File No. 000-31248) ).
3.2   By-Laws of Allstate Life Insurance Company, Amended and Restated June 28, 2000 (incorporated by reference to Form 10 dated April 24, 2002 (File No. 000-31248)).
3.3   Certificate of Trust of Allstate Life Global Funding, dated as of June 24, 2002 (incorporated by reference to Registration Statement (File No. 333-101424)).
3.4   Form of Amended and Restated Certificate of Trust of Allstate Life Global Funding.
3.5   Form of Certificate of Trust of an Allstate Life Global Funding Trust.
     

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4.1   Trust Agreement of Allstate Life Global Funding, dated as of June 24, 2002, between Wilmington Trust Company and AMACAR Pacific Corp. (incorporated by reference to Registration Statement (File No. 333-101424) ).
4.2   Form of Amended and Restated Trust Agreement of Allstate Life Global Funding to be entered into by Wilmington Trust Company, as Delaware Trustee, and AMACAR Pacific Corp., in its capacities as Administrator and Trust Beneficial Owner.
4.3   Standard Trust Agreement Terms.
4.4   Form of Trust Agreement of each Issuing Trust to be entered into among Wilmington Trust Company, AMACAR Pacific Corp. and Global Funding (included in Part A to the Form of Series Instrument filed as Exhibit 4.13 hereto).
4.5   Standard Indenture Terms.
4.6   Form of Indenture to be entered into between each Issuing Trust and J.P. Morgan Trust Company, National Association (included in Part A to the Form of Closing Instrument filed as Exhibit 4.14 hereto).
4.7   Standard Funding Note Indenture Terms.
4.8   Form of Funding Note Indenture to be entered into between Global Funding and J.P. Morgan Trust Company, National Association (included in Part B to the Form of Closing Instrument filed as Exhibit 4.14 hereto).
4.9   Form of Global Security for Secured Medium Term Note Program.
4.10   Form of Definitive Security for Secured Medium Term Note Program.
4.11   Form of Global Security for Allstate LifeSM CoreNotes® Program.
4.12   Form of Definitive Security for Allstate LifeSM CoreNotes® Program.
4.13   Form of Series Instrument.
4.14   Form of Closing Instrument.
5.1   Opinion of Counsel of Allstate Life Insurance Company.
5.2   Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
8   Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., as Tax Counsel.
10.1   Form of Funding Agreement between Allstate Life Insurance Company and Allstate Life Global Funding (incorporated by reference to Registration Statement (File No. 333-101424)).
10.2   Form of Funding Note related to Secured Medium Term Notes issued under the Allstate LifeSM CoreNotes® Program.
10.3   Form of Funding Note related to Secured Medium Term Notes issued under the Secured Medium Term Note Program.
10.4   Support and Expenses Agreement, dated as of June 27, 2002, between Allstate Life Insurance Company and Allstate Life Global Funding (incorporated by reference to Registration Statement (File No. 333-101424) ).
10.5   Form of Amended and Restated Support and Expenses Agreement to be entered into between Allstate Life Insurance Company and Allstate Life Global Funding.
10.6   Standard Support and Expenses Agreement Terms.
10.7   Form of Support and Expenses Agreement (included in Part C to the Form of Series Instrument filed as Exhibit 4.13 hereto).
     

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10.8   Administrative Services Agreement, dated as of June 27, 2002, between Allstate Life Global Funding and AMACAR Pacific Corp. (incorporated by reference to Registration Statement (File No. 333-101424) ).
10.9   Form of Amended and Restated Administrative Services Agreement to be entered into between Allstate Life Global Funding and AMACAR Pacific Corp.
10.10   Standard Administrative Services Agreement Terms.
10.11   Form of Administrative Services Agreement of each Issuing Trust to be entered into between each Issuing Trust and AMACAR Pacific Corp. (included in Part B to the Form of Series Instrument filed as Exhibit 4.13 hereto).
10.12   Form of Name Licensing Agreement between Allstate Insurance Company and Allstate Life Global Funding.
10.13   Form of Name Licensing Agreement of each Issuing Trust (included in Part D to the Form of Series Instrument filed as Exhibit 4.13 hereto).
10.14   Standard Name Licensing Agreement Terms.
10.15   Indemnity Agreement, dated as of June 24, 2002, between Allstate Life Global Funding and Wilmington Trust Company (incorporated by reference to Registration Statement (File No. 333-101424)).
10.16   Form of Amended and Restated Indemnity Agreement to be entered into between Allstate Life Global Funding and Wilmington Trust Company.
12   Ratio of Earnings to Fixed Charges of Allstate Life Insurance Company.
15 * Letter re unaudited interim financial information.
23.1   Consent of Deloitte & Touche LLP.
23.2   Consent of Counsel of Allstate Life Insurance Company (included in Exhibit 5.1).
23.3   Consents of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
23.4   Consent of Lord, Bissell & Brook.
23.5   Consent of Richards, Layton & Finger, P.A.
24   Power of Attorney (included as part of the Allstate Life Insurance Company signature pages).
25   Statement of Eligibility under the Trust Indenture Act of 1939 of J.P. Morgan Trust Company, National Association as Indenture Trustee under the Indenture.
*
Previously filed.


Item 17.    Undertakings.

        (a)   The undersigned registrants hereby undertake: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement:

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        (2)   That for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

        (3)   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 herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (4)   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.

        (b)   The undersigned registrants hereby further undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of any annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)   The undersigned registrants hereby undertake to file an application for the purposes of determining eligibility of the trustee to act under Subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

        (d)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions discussed in Item 15 above, or otherwise, the undersigned registrants have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Allstate Life of expenses incurred or paid by its director, officer or controlling person 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, Allstate Life will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Allstate Life Global Funding certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on March 5, 2004.


 
ALLSTATE LIFE GLOBAL FUNDING

 
By:
AMACAR Pacific Corp., not in its individual capacity,
but solely as administrator

 
By:
/s/  EVELYN ECHEVARRIA      
Name: Evelyn Echevarria
Title:    Vice President

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        Pursuant to the requirements of the Securities Act of 1933, as amended, Allstate Life Insurance Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment no. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Northbrook, and State of Illinois, on March 5, 2004.


 
ALLSTATE LIFE INSURANCE COMPANY

 
By:
/s/  CASEY J. SYLLA      
Casey J. Sylla, Chairman of the Board, President and Director

        Each person whose signature appears below hereby appoints John C. Lounds, Steven E. Shebik, Casey J. Sylla, and Michael J. Velotta as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement for the same offering filed pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and anything appropriate or necessary to be done, as fully and for all confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this amendment no. 1 to the registration statement has been signed on March 5, 2004 by the following persons in the capacities indicated.

Signature
   Title

 
 
 
/s/  DAVID A. BIRD      
David A. Bird		   Senior Vice President and Director of Allstate Life

/s/  DANNY L. HALE      
Danny L. Hale
 
Director of Allstate Life

/s/  EDWARD M. LIDDY      
Edward M. Liddy
 
Director of Allstate Life

/s/  JOHN C. LOUNDS      
John C. Lounds
 
Senior Vice President and Director of Allstate Life

/s/  J. KEVIN MCCARTHY      
J. Kevin McCarthy
 
Senior Vice President and Director of Allstate Life
     

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/s/  ROBERT W. PIKE      
Robert W. Pike
 
Director of Allstate Life

/s/  SAMUEL H. PILCH      
Samuel H. Pilch
 
Group Vice President and Controller of Allstate Life

/s/  STEVEN E. SHEBIK      
Steven E. Shebik
 
Senior Vice President, Chief Financial
Officer and Director of Allstate Life (Principal Financial Officer)

/s/  ERIC A. SIMONSON      
Eric A. Simonson
 
Senior Vice President, Chief Investment Officer and Director of Allstate Life

/s/  KEVIN R. SLAWIN      
Kevin R. Slawin
 
Senior Vice President and Director of Allstate Life

/s/  CASEY J. SYLLA      
Casey J. Sylla
 
Chairman of the Board, President and Director of Allstate Life (Principal Executive Officer)

/s/  MICHAEL J. VELOTTA      
Michael J. Velotta
 
Senior Vice President, General Counsel,
Secretary and Director of Allstate Life

/s/  THOMAS J. WILSON, II      
Thomas J. Wilson, II
 
Director of Allstate Life

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EXHIBIT INDEX

Exhibit No.
   Description
1.1   Form of Distribution Agreement.
1.2   Form of Terms Agreement (included in Part E to the Form of Series Instrument filed as Exhibit 4.13 hereto).
1.3   Form of Representations and Indemnity Agreement.
3.1   Articles of Amendment to the Articles of Incorporation of Allstate Life Insurance Company dated December 29, 1999 (incorporated by reference to Form 10 dated April 24, 2002 (File No. 000-31248) ).
3.2   By-Laws of Allstate Life Insurance Company, Amended and Restated June 28, 2000 (incorporated by reference to Form 10 dated April 24, 2002 (File No. 000-31248)).
3.3   Certificate of Trust of Allstate Life Global Funding, dated as of June 24, 2002 (incorporated by reference to Registration Statement (File No. 333-101424)).
3.4   Form of Amended and Restated Certificate of Trust of Allstate Life Global Funding.
3.5   Form of Certificate of Trust of an Allstate Life Global Funding Trust.
4.1   Trust Agreement of Allstate Life Global Funding, dated as of June 24, 2002, between Wilmington Trust Company and AMACAR Pacific Corp. (incorporated by reference to Registration Statement (File No. 333-101424) ).
4.2   Form of Amended and Restated Trust Agreement of Allstate Life Global Funding to be entered into by Wilmington Trust Company and AMACAR Pacific Corp.
4.3   Standard Trust Agreement Terms.
4.4   Form of Trust Agreement of each Issuing Trust to be entered into between Wilmington Trust Company and Global Funding (included in Part A to the Form of Series Instrument filed as Exhibit 4.13 hereto).
4.5   Standard Indenture Terms.
4.6   Form of Indenture to be entered into between each Issuing Trust and J.P. Morgan Trust Company, National Association (included in Part A to the Form of Closing Instrument filed as Exhibit 4.14 hereto).
4.7   Standard Funding Note Indenture Terms.
4.8   Form of Funding Note Indenture to be entered into between Global Funding and J.P. Morgan Trust Company, National Association (included in Part B to the Form of Closing Instrument filed as Exhibit 4.14 hereto).
4.9   Form of Global Security for Secured Medium Term Note Program.
4.10   Form of Definitive Security for Secured Medium Term Note Program.
4.11   Form of Global Security for Allstate LifeSM CoreNotes® Program.
4.12   Form of Definitive Security for Allstate LifeSM CoreNotes® Program.
4.13   Form of Series Instrument.
4.14   Form of Closing Instrument.
5.1   Opinion of Counsel of Allstate Life Insurance Company.
5.2   Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
8   Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., as Tax Counsel.
10.1   Form of Funding Agreement between Allstate Life Insurance Company and Allstate Life Global Funding (incorporated by reference to Registration Statement (File No. 333-101424)).
10.2   Form of Funding Note related to Secured Medium Term Notes issued under the Allstate LifeSM CoreNotes® Program.
     
10.3   Form of Funding Note related to Secured Medium Term Notes issued under the Secured Medium Term Note Program.
10.4   Support and Expenses Agreement, dated as of June 27, 2002, between Allstate Life Insurance Company and Allstate Life Global Funding (incorporated by reference to Registration Statement (File No. 333-101424) ).
10.5   Form of Amended and Restated Support and Expenses Agreement to be entered into between Allstate Life Insurance Company and Allstate Life Global Funding.
10.6   Standard Support and Expenses Agreement Terms.
10.7   Form of Support and Expenses Agreement (included in Part C to the Form of Series Instrument filed as Exhibit 4.13 hereto).
10.8   Administrative Services Agreement, dated as of June 27, 2002, between Allstate Life Global Funding and AMACAR Pacific Corp. (incorporated by reference to Registration Statement (File No. 333-101424) ).
10.9   Form of Amended and Restated Administrative Services Agreement to be entered into between Allstate Life Global Funding and AMACAR Pacific Corp.
10.10   Standard Administrative Services Agreement Terms.
10.11   Form of Administrative Services Agreement of each Issuing Trust to be entered into between each Issuing Trust and AMACAR Pacific Corp. (included in Part B to the Form of Series Instrument filed as Exhibit 4.13 hereto).
10.12   Form of Name Licensing Agreement between Allstate Insurance Company and Allstate Life Global Funding.
10.13   Form of Name Licensing Agreement of each Issuing Trust (included in Part D to the Form of Series Instrument filed as Exhibit 4.13 hereto).
10.14   Standard Name Licensing Agreement Terms.
10.15   Indemnity Agreement, dated as of June 24, 2002, between Allstate Life Global Funding and Wilmington Trust Company (incorporated by reference to Registration Statement (File No. 333-101424)).
10.16   Form of Amended and Restated Indemnity Agreement to be entered into between Allstate Life Global Funding and Wilmington Trust Company.
12   Ratio of Earnings to Fixed Charges of Allstate Life Insurance Company.
15 * Letter re unaudited interim financial information.
23.1   Consent of Deloitte & Touche LLP.
23.2   Consent of Counsel of Allstate Life Insurance Company (included in Exhibit 5.1).
23.3   Consents of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
23.4   Consent of Lord, Bissell & Brook.
23.5   Consent of Richards, Layton & Finger, P.A.
24   Power of Attorney (included as part of the Allstate Life Insurance Company signature pages).
25   Statement of Eligibility under the Trust Indenture Act of 1939 of J.P. Morgan Trust Company, National Association as Indenture Trustee under the Indenture.
*
Previously filed.


QuickLinks

EXPLANATORY NOTE
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
ABOUT THIS PROSPECTUS SUPPLEMENT AND THE PRICING SUPPLEMENTS
SUMMARY
RISK FACTORS
ALLSTATE LIFE GLOBAL FUNDING TRUSTS
ALLSTATE LIFE GLOBAL FUNDING
ALLSTATE LIFE INSURANCE COMPANY
DESCRIPTION OF THE NOTES
GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES
SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES
DESCRIPTION OF THE FUNDING AGREEMENTS
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
PLAN OF DISTRIBUTION
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
ABOUT THIS PROSPECTUS SUPPLEMENT AND THE PRICING SUPPLEMENTS
SUMMARY
RISK FACTORS
ALLSTATE LIFE GLOBAL FUNDING TRUSTS
ALLSTATE LIFE GLOBAL FUNDING
ALLSTATE LIFE INSURANCE COMPANY
DESCRIPTION OF THE NOTES
DESCRIPTION OF THE FUNDING AGREEMENTS
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
PLAN OF DISTRIBUTION
REPAYMENT ELECTION FORM
INSTRUCTIONS FOR COMPLETING REPAYMENT ELECTION FORM AND EXERCISING REPAYMENT OPTION
FORWARD-LOOKING STATEMENTS
ABOUT THIS PROSPECTUS
AVAILABLE INFORMATION
INCORPORATION OF DOCUMENTS BY REFERENCE
DESCRIPTION OF ALLSTATE LIFE GLOBAL FUNDING AND THE TRUSTS
DESCRIPTION OF ALLSTATE LIFE INSURANCE COMPANY
RATIO OF EARNINGS TO FIXED CHARGES
USE OF PROCEEDS
DESCRIPTION OF THE NOTES
DESCRIPTION OF THE INDENTURES
DESCRIPTION OF THE FUNDING NOTES
DESCRIPTION OF THE FUNDING AGREEMENTS
DESCRIPTION OF SUPPORT AND EXPENSES AGREEMENTS
DESCRIPTION OF ADMINISTRATIVE SERVICES AGREEMENTS
ERISA CONSIDERATIONS
PLAN OF DISTRIBUTION
LEGAL OPINIONS
EXPERTS
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
EXHIBIT INDEX
- -

                                                                     Exhibit 1.1

                          ALLSTATE LIFE GLOBAL FUNDING

                                 $4,000,000,000

                        SECURED MEDIUM TERM NOTE PROGRAM

                             DISTRIBUTION AGREEMENT

                                                                         , 2004


Merrill Lynch, Pierce, Fenner & Smith
        Incorporated
A.G. Edwards & Sons, Inc.
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Barclays Capital Inc.
Citigroup Global Markets Inc.
Credit Suisse First Boston LLC
Deutsche Bank Securities Inc.
Goldman, Sachs  & Co.
J.P. Morgan Securities Inc.
Lehman Brothers Inc.
Morgan Stanley & Co. Incorporated
UBS Securities LLC
Wachovia Securities L.L.C.


Ladies and Gentlemen:


     Allstate Life Global Funding, a Delaware statutory trust ("GLOBAL FUNDING")
formed pursuant to a Trust Agreement, dated June 24, 2002, as amended, restated
or modified from time to time (the "GLOBAL FUNDING TRUST AGREEMENT"), between
Wilmington Trust Company, as Delaware trustee (the "GLOBAL FUNDING DELAWARE
TRUSTEE"), and AMACAR Pacific Corp., as trust beneficial owner, in connection
with the Allstate Life Global Funding Secured Medium Term Note Program (the
"INSTITUTIONAL PROGRAM") and the Allstate Life(SM) CoreNotes(SM) Program (the
"RETAIL PROGRAM" and, together with the Institutional Program, the "PROGRAMS"),
confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated
and each other institution named on SCHEDULE1 hereto (each, an "Agent") with
respect to the issue and sale, from time to time by separate and distinct
Delaware statutory trusts formed, and beneficially owned, by Global Funding
(each, an "ISSUING TRUST" and, collectively, the "ISSUING Trusts"), of notes due
between nine months and thirty years from the date of issuance (the "NOTES"). As
of the date hereof, the Issuing Trusts are authorized to issue collectively up
to U.S. $4,000,000,000 aggregate initial offering price of Notes (or its
equivalent as determined in Section 4(o)).


- ----------
Allstate Life(SM) is a service mark of Allstate Life Insurance Company.
CoreNotes(R) is a service mark of Merrill Lynch & Co.



     From time to time, upon the formation of a new Issuing Trust, in connection
with the offer and sale of Notes by such Issuing Trust, upon execution and
delivery by such Issuing Trust and the applicable Agent or Agents of the terms
agreement (the "TERMS AGREEMENT") set forth in Section - of the series
instrument to be executed by Global Funding, such Issuing Trust and the
applicable Agent or Agents, among others (the "SERIES INSTRUMENT"), such Issuing
Trust shall become a party hereto in relation to its Notes (the time of such
execution and delivery referred to herein as such Issuing Trust's "TRUST
EFFECTIVE TIME"), with all the authority, rights, powers, duties and obligations
of an Issuing Trust as if originally named as an Issuing Trust hereunder. Any
agreement, covenant, acknowledgment, representation or warranty made by an
Issuing Trust hereunder shall be deemed to have been made by each Issuing Trust
at its Trust Effective Time, unless another time or times are specified herein,
in which case such specified time or times shall instead apply.

     The Notes of each Issuing Trust will be issued pursuant to an indenture, as
amended or modified from time to time, which will adopt and incorporate the
standard indenture terms (each, an "INDENTURE" and, collectively, the
"INDENTURES") between the relevant Issuing Trust and J.P. Morgan Trust Company,
National Association, as indenture trustee (the "INDENTURE TRUSTEE"). Each
Issuing Trust shall issue only one series of Notes.

     Each Issuing Trust will immediately use the proceeds from the sale of its
Notes to purchase a funding note (each a "FUNDING NOTE") from Global Funding.
Each Funding Note will be issued pursuant to a funding note indenture, as
amended or modified from time to time, which will adopt and incorporate the
standard funding note indenture terms (each, a "FUNDING NOTE INDENTURE") between
Global Funding and J.P. Morgan Trust Company, National Association, as the
funding note indenture trustee (the "FUNDING NOTE INDENTURE TRUSTEE"). Global
Funding will immediately use the net proceeds received from the sale of the
Funding Note to purchase one or more funding agreements (the "FUNDING
AGREEMENT(s)") issued by Allstate Life Insurance Company, an Illinois stock life
insurance company (the "COMPANY"). Global Funding will immediately assign
absolutely to, and deposit into the relevant Issuing Trust, the relevant Funding
Agreement(s) and the relevant Funding Note will be surrendered. The Notes of the
Issuing Trust will be secured by the relevant Funding Agreement(s). The Issuing
Trust will immediately collaterally assign, and grant a first priority perfected
security interest in, the Funding Agreement(s) to the Indenture Trustee for the
benefit of the holders of the Notes of the Issuing Trust pursuant to the terms
of the Indenture. In connection with the sale of its Notes, the Issuing Trust
will prepare a Pricing Supplement (the "PRICING SUPPLEMENT") including or
incorporating by reference a description of the terms of the Notes and the terms
of the offering.

     The Agents include those institutions named from time to time in SCHEDULE 1
hereto and any institution appointed as an Agent pursuant to Section 19 below.
If any institution is appointed as an Agent only with respect to the Notes of a
particular Issuing Trust, such institution shall only be an Agent with respect
to Notes of such Issuing Trust.

     This Agreement specifies the terms and conditions on which Notes may be
sold by an Issuing Trust (i) to one or more Agents as principal for resale to
investors, (ii) directly to investors through the applicable Agent as an agent
of such Issuing Trust in soliciting offers for

                                        2


the purchase of Notes and (iii) to such other investors in compliance with all
applicable securities laws as such Issuing Trust may determine from time to
time.

     The Company has registered shares of its common stock with the Securities
and Exchange Commission (the "COMMISSION") pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "1934 ACT") on Form 10 under
the 1934 Act. The Company and Global Funding have filed with the Commission a
registration statement on Form S-3 (No. 333--) and pre-effective amendment no.-
thereto as amended, if applicable (the "REGISTRATION STATEMENT") under the
Securities Act of 1933, as amended (the "1933 ACT") for the registration of the
Funding Agreement(s), the Funding Notes, and the Notes, and the offering thereof
in accordance with Rule 415 of the rules and regulations of the Commission under
the 1933 Act (the "1933 ACT REGULATIONS"). The Registration Statement has been
declared effective by the Commission, and the form of Indenture and the form of
Funding Note Indenture have been duly qualified under the Trust Indenture Act of
1939, as amended (the "1939 ACT"), and the Company and Global Funding have filed
such post-effective amendments thereto as may be required prior to the
acceptance by Global Funding and any Issuing Trust of any offer for the purchase
of Notes and each such post-effective amendment has been declared effective by
the Commission. The final prospectus and all applicable amendments or
supplements thereto (including the final prospectus supplement and Pricing
Supplement relating to the offering of Notes), in the form first furnished to
the applicable Agent for use in confirming sales of Notes, are collectively
referred to herein as the "PROSPECTUS"; provided, however, that all references
to the "Registration Statement" and the "Prospectus" shall also be deemed to
include all documents incorporated therein by reference pursuant to the 1934
Act, prior to any acceptance by Global Funding and any Issuing Trust of an offer
for the purchase of Notes; provided, further, that if the Company or Global
Funding file a registration statement with the Commission pursuant to Rule
462(b) of the 1933 Act Regulations (the "RULE 462(b) REGISTRATION STATEMENT"),
then, after such filing, all references to the "Registration Statement" shall
also be deemed to include the Rule 462(b) Registration Statement. A "PRELIMINARY
PROSPECTUS" shall be deemed to refer to any prospectus used before the
Registration Statement became effective and any prospectus furnished by the
Company or Global Funding after the Registration Statement became effective and
before any acceptance by Global Funding and an Issuing Trust of an offer for the
purchase of its Notes which omitted information to be included upon pricing in a
form of prospectus filed with the Commission pursuant to Rule 424(b) of the 1933
Act Regulations. For purposes of this Agreement, all references to the
Registration Statement, Prospectus or preliminary prospectus or to any amendment
or supplement thereto shall be deemed to include any copy filed with the
Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval
system ("EDGAR").

     All references in this Agreement to financial statements and schedules and
other information which is "disclosed", "contained", "included" or "stated" (or
other references of like import) in the Registration Statement, Prospectus or
preliminary prospectus shall be deemed to include all such financial statements
and schedules and other information which is incorporated by reference in the
Registration Statement, Prospectus or preliminary prospectus, as the case may
be; and all references in this Agreement to amendments or supplements to the
Registration Statement, Prospectus or preliminary prospectus shall be deemed to
include the filing of any document under the 1934 Act which is incorporated by
reference in the Registration Statement, Prospectus or preliminary prospectus,
as the case may be.

                                        3


SECTION 1.  APPOINTMENT AS AGENT.

     (a)    APPOINTMENT. Subject to the terms and conditions stated herein,
Global Funding and the relevant Issuing Trust hereby agree that the Notes of
such Issuing Trust will be sold to or through the Agents pursuant to the terms
of this Agreement. Global Funding and the relevant Issuing Trust agree that they
will not appoint any other agents to act on an Issuing Trust's behalf or to
assist an Issuing Trust, in the placement of the Notes; provided, however that
with respect to transactions in which the sales of Notes will be targeted to
institutional purchasers under the Institutional Program, Global Funding and an
Issuing Trust may enter into arrangements with other agent(s) not a party to
this Agreement provided that such agent(s) enter into an agreement with terms
substantially identical to those contained herein. Subject to the terms and
conditions of Sections 4(j) and 5(b), Global Funding and each Issuing Trust
agree that they hereby appoint only Merrill Lynch, Pierce, Fenner & Smith
Incorporated (the "PURCHASING AGENT") to act on an Issuing Trust's behalf or to
assist an Issuing Trust in connection with transactions in which the sale of
Notes will be targeted to retail purchasers under the Retail Program. For
purposes of this Agreement, all references to any Agent shall be deemed to
include the Purchasing Agent.

     (b)    SALE OF NOTES. Each Issuing Trust shall not sell or approve the
solicitation of offers for the purchase of Notes in excess of the aggregate
initial offering price of Notes registered pursuant to the Registration
Statement. The Agents shall have no responsibility for maintaining records with
respect to the aggregate initial offering price of Notes sold, or of otherwise
monitoring the availability of Notes for sale, under the Registration Statement.

     (c)    PURCHASES AS PRINCIPAL. The Agents shall not have any obligation to
purchase Notes from any Issuing Trust as principal. However, absent an agreement
by and between Global Funding and the relevant Issuing Trust, on the one hand,
and an Agent, on the other hand, for such Agent to act as an agent for the
relevant Issuing Trust, such Agent shall be deemed to be acting as principal in
connection with any offering of Notes by such Issuing Trust. Accordingly, the
Agents, individually or in a syndicate, may agree from time to time to purchase
Notes from an Issuing Trust as principal for resale to investors determined by
such Agents. Any purchase of Notes from an Issuing Trust by an Agent as
principal shall be made in accordance with Section 3(a) hereof.

     (d)    SOLICITATIONS AS AGENT. If agreed upon between an Agent, on the one
hand, and Global Funding and an Issuing Trust, on the other hand, then such
Agent, acting solely as an agent for such Issuing Trust and not as principal,
will solicit offers for the purchase of Notes. Such Agent will communicate to
such Issuing Trust, orally, each offer for the purchase of Notes solicited by it
on an agency basis other than those offers rejected by such Agent. Such Agent
shall have the right, in its discretion reasonably exercised, to reject any
offer for the purchase of Notes, in whole or in part, and any such rejection
shall not be deemed a breach of its agreement contained herein. Such Issuing
Trust may accept or reject any offer for the purchase of Notes, in whole or in
part. Such Agent shall make reasonable efforts to assist such Issuing Trust in
obtaining performance by each purchaser whose offer for the purchase of Notes
has been solicited by it on an agency basis and accepted by such Issuing Trust.
Such Agent shall not have any liability to such Issuing Trust in the event that
any such purchase is not consummated for any reason. If such Issuing Trust shall
default on its obligation to deliver Notes to a purchaser whose offer has been
solicited by an Agent on an agency basis and accepted by such Issuing

                                        4


Trust, then (i) such Issuing Trust shall hold such Agent harmless against any
loss, claim or damage arising from or as a result of such default by such
Issuing Trust and (ii) the Issuing Trust shall be responsible to pay to such
Agent any commission to which such Agent would otherwise be entitled absent such
default.

     (e)    RELIANCE. Each Issuing Trust and Global Funding, on the one hand,
and the Agents, on the other hand, agree that any Notes purchased from an
Issuing Trust by one or more Agents as principal shall be purchased, and any
Notes the placement of which an Agent arranges as an agent of such Issuing Trust
shall be placed by such Agent, in reliance on the representations, warranties,
covenants and agreements of Global Funding and such Issuing Trust contained
herein and on the terms and conditions and in the manner provided herein.

SECTION 2.  REPRESENTATIONS AND WARRANTIES.

     (a)    REPRESENTATIONS AND WARRANTIES OF GLOBAL FUNDING. Global Funding
represents and warrants to each Agent as of the date hereof, as of the date of
each acceptance by an Issuing Trust of an offer for the purchase of Notes
(whether to such Agent as principal or through such Agent as agent), as of the
date of each delivery of Notes (whether to such Agent as principal or through
such Agent as agent) (the date of each such delivery is referred to herein as a
"SETTLEMENT DATE"), and as of any time that the Registration Statement or the
Prospectus shall be amended or supplemented (each of the times referenced above
is referred to herein as a "GLOBAL FUNDING REPRESENTATION DATE"), as follows:

            (i)    DUE FORMATION AND GOOD STANDING OF GLOBAL FUNDING. Global
     Funding is a statutory trust, duly formed under Delaware law pursuant to
     the Global Funding Trust Agreement and the filing of a certificate of trust
     with the Delaware Secretary of State, which is validly existing and in good
     standing as a statutory trust under the laws of the State of Delaware.

            (ii)   REGISTRATION STATEMENT AND PROSPECTUS; FILING STATUS. Global
     Funding meets the requirements for use of Form S-3 under the 1933 Act; the
     Registration Statement (or any Rule 462(b) Registration Statement) has
     become effective under the 1933 Act and no stop order suspending the
     effectiveness of the Registration Statement (or any Rule 462(b)
     Registration Statement) has been issued under the 1933 Act and no
     proceedings for that purpose have been instituted or are pending or, to the
     knowledge of Global Funding, are contemplated by the Commission, and any
     request on the part of the Commission for additional information has been
     complied with; the form of Indenture has been duly qualified under the 1939
     Act; the form of Funding Note Indenture has been duly qualified under the
     1939 Act; at the respective times that the Registration Statement
     (including any Rule 462(b) Registration Statement) and any post-effective
     amendment thereto became effective and at each Global Funding
     Representation Date, the Registration Statement (including any Rule 462(b)
     Registration Statement) complied and will comply in all material respects
     with the requirements of the 1933 Act and the 1933 Act Regulations, the
     1934 Act and the rules and regulations of the Commission under the 1934 Act
     (the "1934 ACT REGULATIONS") and the 1939 Act and the rules and regulations
     of the Commission under the 1939 Act (the "1939 ACT REGULATIONS") and did
     not and will not contain an untrue statement of a material fact or omit to
     state a material fact required

                                        5


     to be stated therein or necessary to make the statements therein not
     misleading; each preliminary prospectus and Prospectus filed as part of the
     Registration Statement as originally filed or as part of any amendment
     thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so
     filed in all material respects with the 1933 Act and the 1933 Act
     Regulations; each preliminary prospectus and the Prospectus delivered to an
     Agent for use in connection with the offering of Notes are identical in all
     material respects to any electronically transmitted copies thereof filed
     with the Commission pursuant to EDGAR, except to the extent permitted by
     Regulation S-T; and at the date hereof, at the date of the Prospectus and
     each amendment or supplement thereto and at each Global Funding
     Representation Date, neither the Prospectus nor any amendment or supplement
     thereto included or will include an untrue statement of a material fact or
     omitted or will omit to state a material fact necessary in order to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading; provided, however, that the representations and
     warranties in this subsection shall not apply to (i) statements in or
     omissions from the Registration Statement or the Prospectus made in
     reliance upon and in conformity with information furnished to Global
     Funding in writing by the applicable Agents concerning such Agents
     expressly for use in the Registration Statement or the Prospectus or (ii)
     the parts of the Registration Statement which constitute the Statement of
     Eligibility and Qualification (Form T-1) of the Indenture Trustee and the
     Funding Note Indenture Trustee under the 1939 Act.

            (iii)  INCORPORATED DOCUMENTS; 1934 ACT FILINGS. The documents
     incorporated or deemed to be incorporated by reference in the Prospectus,
     at the time they were or hereafter are filed with the Commission, complied
     and will comply in all material respects with the requirements of the 1934
     Act and the 1934 Act Regulations and, when read together with the other
     information in the Prospectus, at the date hereof, at the date of the
     Prospectus and at each Global Funding Representation Date, did not and will
     not include an untrue statement of a material fact or omit to state a
     material fact necessary in order to make the statements therein, in the
     light of the circumstances under which they were made, not misleading. Any
     reports, filings or other documents, exhibits or schedules filed by Global
     Funding and each Issuing Trust pursuant to the 1934 Act comply in all
     material respects with the requirements of the 1934 Act and the 1934 Act
     Regulations.

            (iv)   INDEPENDENT ACCOUNTANTS. The accountants who certified the
     financial statements and any supporting schedules thereto included in the
     Registration Statement and the Prospectus are independent public
     accountants to the extent required by the 1933 Act and the 1933 Act
     Regulations.

            (v)    GLOBAL FUNDING FINANCIAL STATEMENTS. The consolidated
     financial statements of Global Funding, if any, included in any report or
     filing under the 1934 Act, together with the related schedules and notes
     present fairly the consolidated financial position of Global Funding at the
     dates indicated to the extent required under the 1934 Act; such financial
     statements have been prepared in conformity with generally accepted
     accounting principles ("GAAP") applied on a consistent basis throughout the
     periods involved; the supporting schedules, if any, present fairly in
     accordance with GAAP the information required to be stated therein; the
     selected financial data and the summary

                                        6


     financial information included in the Registration Statement and the
     Prospectus present fairly the information shown therein.

            (vi)   NO MATERIAL CHANGES. Since the respective dates as of which
     information is given in the Registration Statement and the Prospectus,
     except as otherwise stated therein, (1) there has been no event or
     occurrence that would result in a material adverse effect on the condition
     (financial or otherwise) of Global Funding or on the power or ability of
     Global Funding to perform its obligations under this Agreement, the Global
     Funding Trust Agreement, any Funding Note or the Administrative Services
     Agreement (the "GLOBAL FUNDING ADMINISTRATION AGREEMENT"), dated June 24,
     2002, as amended, restated or modified from time to time, between the
     Global Funding Delaware Trustee, on behalf of Global Funding, and AMACAR
     Pacific Corp., as administrator (the "GLOBAL FUNDING ADMINISTRATOR"), or to
     consummate the transactions to be performed by it as contemplated in the
     Prospectus (a "GLOBAL FUNDING MATERIAL ADVERSE EFFECT") and (2) there have
     been no transactions entered into by Global Funding, other than those in
     the ordinary course of business, which are material with respect to Global
     Funding.

            (vii)  AUTHORIZATION OF THIS AGREEMENT, EACH FUNDING AGREEMENT,
     GLOBAL FUNDING TRUST AGREEMENT, GLOBAL FUNDING ADMINISTRATION AGREEMENT AND
     THE FUNDING NOTES. This Agreement, the relevant Funding Agreement(s),
     Global Funding Trust Agreement and Global Funding Administration Agreement
     have been, and each Funding Note will be, duly authorized, executed and
     delivered by Global Funding and this Agreement, each relevant Funding
     Agreement, the Global Funding Trust Agreement, Global Funding
     Administration Agreement and the Funding Notes will each be a valid and
     legally binding agreement of Global Funding enforceable against Global
     Funding in accordance with its terms, as applicable, except as enforcement
     thereof may be limited by bankruptcy, insolvency, reorganization,
     moratorium or other similar laws affecting the enforcement of creditors'
     rights generally or by general equitable principles (regardless of whether
     enforcement is considered in a proceeding in equity or at law), and except
     further as enforcement thereof may be limited by requirements that a claim
     with respect to any Funding Note that is payable in a foreign or composite
     currency (or a foreign or composite currency judgment in respect of such
     claim) be converted into U.S. dollars at a rate of exchange prevailing on a
     date determined pursuant to applicable law or by governmental authority to
     limit, delay or prohibit the making of payments outside the United States.

            (viii) ABSENCE OF DEFAULTS AND CONFLICTS. Global Funding is not in
     violation of its certificate of trust or in default in the performance or
     observance of any obligation, agreement, covenant or condition contained in
     any contract, indenture, mortgage, loan or credit agreement, note, lease or
     other agreement or instrument to which Global Funding is a party or by
     which it may be bound or to which any of the property or assets of Global
     Funding is subject (the "GLOBAL FUNDING AGREEMENTS AND INSTRUMENTS"),
     except for such violations or defaults that would not result in a Global
     Funding Material Adverse Effect; and the execution, delivery and
     performance of this Agreement, the Global Funding Trust Agreement, the
     Funding Agreement(s), Global Funding Administration Agreement and each
     Funding Note and any other agreement or instrument entered into or issued
     or to be entered into or issued by Global Funding in connection with the

                                        7


     transactions contemplated by the Prospectus, the consummation of the
     transactions contemplated in the Prospectus (including the issuance and
     sale of the Notes by an Issuing Trust and the use of proceeds therefrom as
     described in the Prospectus) (collectively, the "GLOBAL FUNDING PROGRAM
     DOCUMENTS") and the compliance by Global Funding with its obligations
     hereunder and under Global Funding Program Documents, have been duly
     authorized by all necessary action and do not and will not, whether with or
     without the giving of notice or the passage of time or both, conflict with
     or constitute a breach of, or default or event or condition which gives the
     holder of any note, debenture or other evidence of indebtedness (or any
     person acting on such holder's behalf) the right to require the repurchase,
     redemption or repayment of all or a portion of such indebtedness by Global
     Funding under, or result in the creation or imposition of any lien, charge
     or encumbrance upon any assets, properties or operations of any Issuing
     Trust or Global Funding pursuant to, any Global Funding Agreements and
     Instruments, nor will such action result in any violation of Global
     Funding's certificate of trust, the Global Funding Trust Agreement or
     Global Funding Administration Agreement which may reasonably be expected to
     result in a Global Funding Material Adverse Effect and Global Funding is
     not in default in the performance or observance of any applicable law,
     statute, rule, regulation, judgment, order, writ or decree of any
     government, government instrumentality or court, domestic or foreign,
     having jurisdiction over Global Funding or any of its assets, properties or
     operations, except for such defaults which would not reasonably be expected
     to result in a Global Funding Material Adverse Effect.

            (ix)   ABSENCE OF PROCEEDINGS. There is no action, suit, proceeding,
     inquiry or investigation before or brought by any court or governmental
     agency or body, domestic or foreign, now pending, or to the knowledge of
     Global Funding threatened, against or affecting Global Funding which is
     required to be disclosed in the Registration Statement and the Prospectus
     (other than as stated therein), or which may reasonably be expected to
     result in a Global Funding Material Adverse Effect, or which may reasonably
     be expected to materially and adversely affect the assets, properties or
     operations thereof, the performance by Global Funding of its obligations
     under this Agreement and the other Global Funding Program Documents or the
     consummation of the transactions contemplated in the Prospectus; and the
     aggregate of all pending legal or governmental proceedings to which Global
     Funding is a party or of which any of its assets, properties or operations
     is the subject which are not described in the Registration Statement and
     the Prospectus, including ordinary routine litigation incidental to the
     business, may not reasonably be expected to result in a Global Funding
     Material Adverse Effect.

            (x)    POSSESSION OF LICENSES AND PERMITS. Global Funding possesses
     such permits, licenses, approvals, consents and other authorizations
     (collectively, "GOVERNMENTAL LICENSES") issued by the appropriate federal,
     state, local or foreign regulatory agencies or bodies necessary to conduct
     the business now operated by it; Global Funding is in compliance with the
     terms and conditions of all such Governmental Licenses, except where the
     failure so to comply would not, singly or in the aggregate, result in a
     Global Funding Material Adverse Effect; all of the Governmental Licenses
     are valid and in full force and effect, except where the invalidity of such
     Governmental Licenses or the failure of such Governmental Licenses to be in
     full force and effect would not result in a Global Funding Material Adverse
     Effect; and Global Funding has not

                                        8


     received any notice of proceedings relating to the revocation or
     modification of any such Governmental Licenses which, singly or in the
     aggregate, if the subject of an unfavorable decision, ruling or finding,
     would result in a Global Funding Material Adverse Effect.

            (xi)   NO FILINGS, REGULATORY APPROVALS ETC. No filing with, or
     approval, authorization, consent, license, registration, qualification,
     order or decree of, any court or governmental authority or agency, domestic
     or foreign, is necessary or required for the due authorization, execution
     and delivery by Global Funding of Global Funding Program Documents or for
     the performance by Global Funding of the transactions contemplated in
     Global Funding Program Documents, except such as have been previously made,
     obtained or rendered, as applicable.

            (xii)  INVESTMENT COMPANY ACT. Neither Global Funding nor any
     Issuing Trust is, and upon any sale of Funding Notes and the Notes as
     herein contemplated and the application of the net proceeds therefrom as
     described in the Prospectus, will not be an "investment company" within the
     meaning of the Investment Company Act of 1940, as amended (the "1940 ACT").

            (xiii) RATINGS. The Programs under which the Notes are issued, as
     well as the Notes, are ------- rated [____] by Moody's Investors Service,
     Inc. and [_____] by Standard & Poor's Ratings Services, a division of The
     McGraw-Hill Companies, Inc. (Moody's Investors Service, Inc. and Standard &
     Poor's Ratings Services are referred to herein as the "RATINGS AGENCIES"),
     or such other rating as to which Global Funding shall have most recently
     notified the Agents pursuant to Section 4 hereof.

            (xiv)  NOTES LISTED ON ANY STOCK EXCHANGE. If specified in a Pricing
     Supplement, the Notes described in such Pricing Supplement shall be listed
     on the securities exchange designated in the Pricing Supplement.

     (b)    REPRESENTATIONS AND WARRANTIES OF THE RELEVANT ISSUING TRUST. Each
Issuing Trust represents and warrants, only as to itself, to each applicable
Agent as of the such Issuing Trust's Trust Effective Time, as of the date of
each acceptance by such Issuing Trust of an offer for the purchase of its Notes
(whether to each such Agent as principal or through each such Agent as agent),
as of the date of each delivery of its Notes (whether to each such Agent as
principal or through each such Agent as agent) (the date of each such delivery
is referred to herein as a "SETTLEMENT DATE") (each of the times referenced
above is referred to herein as an "ISSUING TRUST REPRESENTATION DATE"), as
follows:

            (i)    DUE FORMATION AND GOOD STANDING OF THE ISSUING TRUST. Such
     Issuing Trust is a statutory trust, duly formed under Delaware law pursuant
     to the trust agreement between Wilmington Trust Company, as Delaware
     trustee (the "RELEVANT ISSUING TRUST TRUSTEE") and Global Funding (the
     "ISSUING TRUST AGREEMENT") and the filing of a certificate of trust with
     the Delaware Secretary of State, which is validly existing and in good
     standing as a statutory trust under the laws of the State of Delaware.

            (ii)   NO MATERIAL CHANGES. Since the respective dates as of which
     information is given in the Registration Statement and the Prospectus or
     the Trust Effective Time,

                                        9


     whichever is later, except as otherwise stated therein, (1) there has been
     no event or occurrence that would result in a material adverse effect on
     the condition (financial or otherwise) of such Issuing Trust or on the
     power or ability of such Issuing Trust to perform its obligations under
     this Agreement, the Issuing Trust Agreement, its Notes, any Funding
     Agreement, the Indenture or the Issuing Trust Administrative Services
     Agreement (the "ISSUING TRUST ADMINISTRATION AGREEMENT"), as amended or
     modified from time to time, between the Relevant Issuing Trust Trustee, on
     behalf of such Issuing Trust, and AMACAR Pacific Corp., as administrator
     (the "ISSUING TRUST ADMINISTRATOR"), or to consummate the transactions to
     be performed by it as contemplated in the Prospectus (an "ISSUING TRUST
     MATERIAL ADVERSE EFFECT") and (2) there have been no transactions entered
     into by such Issuing Trust, other than those in the ordinary course of
     business, which are material with respect to such Issuing Trust.

            (iii)  AUTHORIZATION OF THIS AGREEMENT, THE ISSUING TRUST AGREEMENT,
     THE ISSUING TRUST ADMINISTRATION AGREEMENT, THE INDENTURE AND THE NOTES.
     This Agreement, the Issuing Trust Agreement, the Issuing Trust
     Administration Agreement and the relevant Indenture have been or will be,
     duly authorized, executed and delivered by such Issuing Trust and each is
     or will be a valid and legally binding agreement of the Issuing Trust
     enforceable against the Issuing Trust in accordance with its terms, as
     applicable, except as enforcement thereof may be limited by bankruptcy,
     insolvency, reorganization, moratorium or other similar laws affecting the
     enforcement of creditors' rights generally or by general equitable
     principles (regardless of whether enforcement is considered in a proceeding
     in equity or at law), and except further as enforcement thereof may be
     limited by requirements that a claim with respect to any Notes issued under
     the Indenture that are payable in a foreign or composite currency (or a
     foreign or composite currency judgment in respect of such claim) be
     converted into U.S. dollars at a rate of exchange prevailing on a date
     determined pursuant to applicable law or by governmental authority to
     limit, delay or prohibit the making of payments outside the United States;
     the Notes have been duly authorized by such Issuing Trust for offer, sale,
     issuance and delivery pursuant to this Agreement and, when issued,
     authenticated and delivered in the manner provided for in the Indenture and
     delivered against payment of the consideration therefor, will constitute
     valid and legally binding obligations of such Issuing Trust, enforceable
     against such Issuing Trust in accordance with their terms, except as
     enforcement thereof may be limited by bankruptcy, insolvency,
     reorganization, moratorium or other similar laws affecting the enforcement
     of creditors' rights generally or by general equitable principles
     (regardless of whether enforcement is considered in a proceeding in equity
     or at law); the Notes will be substantially in a form previously certified
     to the Agents and contemplated by the Indenture; and each holder of Notes
     will be entitled to the benefits set forth in the Indenture.

            (iv)   ABSENCE OF DEFAULTS AND CONFLICTS. Such Issuing Trust is not
     in violation of its certificate of trust or in default in the performance
     or observance of any obligation, agreement, covenant or condition contained
     in any contract, indenture, mortgage, loan or credit agreement, note, lease
     or other agreement or instrument to which such Issuing Trust is a party or
     by which it may be bound or to which any of the property or assets of such
     Issuing Trust is subject (the "ISSUING TRUST AGREEMENTS AND INSTRUMENTS"),
     except for such violations or defaults that would not result in an Issuing
     Trust Material

                                       10


     Adverse Effect; and the execution, delivery and performance of this
     Agreement, the Issuing Trust Agreement, the Issuing Trust Administration
     Agreement, its Notes and the Indenture and any other agreement or
     instrument entered into or issued or to be entered into or issued by such
     Issuing Trust in connection with the transactions contemplated by the
     Prospectus, the consummation of the transactions contemplated in the
     Prospectus (including the issuance and sale of the Notes by an Issuing
     Trust and the use of proceeds therefrom as described in the Prospectus)
     (collectively, the "ISSUING TRUST PROGRAM DOCUMENTS") and the compliance by
     such Issuing Trust with its obligations hereunder and under the Issuing
     Trust Program Documents, have been duly authorized by all necessary action
     and do not and will not, whether with or without the giving of notice or
     the passage of time or both, conflict with or constitute a breach of, or
     default or event or condition which gives the holder of any note, debenture
     or other evidence of indebtedness (or any person acting on such holder's
     behalf) the right to require the repurchase, redemption or repayment of all
     or a portion of such indebtedness by such Issuing Trust under, or result in
     the creation or imposition of any lien, charge or encumbrance upon any
     assets, properties or operations of any Issuing Trust or such Issuing Trust
     pursuant to, any Issuing Trust Agreements and Instruments, nor will such
     action result in any violation of such Issuing Trust's certificate of
     trust, the Issuing Trust Agreement or the Issuing Trust Administration
     Agreement which may reasonably be expected to result in an Issuing Trust
     Material Adverse Effect and such Issuing Trust is not in default in the
     performance or observance of any applicable law, statute, rule, regulation,
     judgment, order, writ or decree of any government, government
     instrumentality or court, domestic or foreign, having jurisdiction over
     such Issuing Trust or any of its assets, properties or operations, except
     for such defaults which would not reasonably be expected to result in an
     Issuing Trust Material Adverse Effect.

            (v)    ABSENCE OF PROCEEDINGS. There is no action, suit, proceeding,
     inquiry or investigation before or brought by any court or governmental
     agency or body, domestic or foreign, now pending, or to the knowledge of
     such Issuing Trust threatened, against or affecting such Issuing Trust
     which is required to be disclosed in the Registration Statement and the
     Prospectus (other than as stated therein), or which may reasonably be
     expected to result in an Issuing Trust Material Adverse Effect, or which
     may reasonably be expected to materially and adversely affect the assets,
     properties or operations thereof, the performance by such Issuing Trust of
     its obligations under this Agreement and the other Issuing Trust Program
     Documents or the consummation of the transactions contemplated in the
     Prospectus; and the aggregate of all pending legal or governmental
     proceedings to which such Issuing Trust is a party or of which any of its
     assets, properties or operations is the subject which are not described in
     the Registration Statement and the Prospectus, including ordinary routine
     litigation incidental to the business, may not reasonably be expected to
     result in an Issuing Trust Material Adverse Effect.

            (vi)   POSSESSION OF LICENSES AND PERMITS. Such Issuing Trust
     possesses such permits, licenses, approvals, consents and other
     authorizations (collectively, "GOVERNMENTAL LICENSES") issued by the
     appropriate federal, state, local or foreign regulatory agencies or bodies
     necessary to conduct the business now operated by it; such Issuing Trust is
     in compliance with the terms and conditions of all such Governmental
     Licenses, except where the failure so to comply would not, singly or in the
     aggregate,

                                       11


     result in an Issuing Trust Material Adverse Effect; all of the Governmental
     Licenses are valid and in full force and effect, except where the
     invalidity of such Governmental Licenses or the failure of such
     Governmental Licenses to be in full force and effect would not result in an
     Issuing Trust Material Adverse Effect; and such Issuing Trust has not
     received any notice of proceedings relating to the revocation or
     modification of any such Governmental Licenses which, singly or in the
     aggregate, if the subject of an unfavorable decision, ruling or finding,
     would result in an Issuing Trust Material Adverse Effect.

            (vii)  NO FILINGS, REGULATORY APPROVALS ETC. Other than the filing
     of the applicable financing statements, if any, no filing with, or
     approval, authorization, consent, license, registration, qualification,
     order or decree of, any court or governmental authority or agency, domestic
     or foreign, is necessary or required for the due authorization, execution
     and delivery by such Issuing Trust of the Issuing Trust Program Documents
     or for the performance by such Issuing Trust of the transactions
     contemplated in the Issuing Trust Program Documents, except such as have
     been previously made, obtained or rendered, as applicable.

            (viii) INVESTMENT COMPANY ACT. Such Issuing Trust is not, and upon
     any sale of Notes by such Issuing Trust as herein contemplated and the
     application of the net proceeds therefrom as described in the Prospectus
     will not be, an "investment company" within the meaning of the Investment
     Company Act of 1940, as amended (the "1940 ACT").

            (ix)   NOTES LISTED ON ANY STOCK EXCHANGE. If specified in a Pricing
     Supplement, such Issuing Trust's Notes described in such Pricing Supplement
     shall be listed on the securities exchange designated in the Pricing
     Supplement.

     (c)    ADDITIONAL CERTIFICATIONS. Any certificate signed by any officer of
the Global Funding Delaware Trustee, on behalf of Global Funding or any officer
of the Delaware Issuing Trustee, on behalf of the applicable Issuing Trust, and
delivered to one or more Agents or to counsel for the Agents in connection with
an offering of Notes to one or more Agents as principal or through an Agent as
agent shall be deemed a representation and warranty by Global Funding or Issuing
Trust (as applicable) to such Agent(s) as to the matters covered thereby on the
date of such certificate and, unless subsequently amended or supplemented, at
each Representation Date subsequent thereto.

SECTION 3.  PURCHASES AS PRINCIPAL; SOLICITATIONS AS AGENT; OTHER SALES.

     (a)    PURCHASES AS PRINCIPAL. Notes purchased from an Issuing Trust by the
Agents, individually or in a syndicate, as principal shall be made in accordance
with terms agreed upon between such Agent(s), on one hand, and Global Funding
and such Issuing Trust, on the other hand, specified in the Terms Agreement. An
Agent's commitment to purchase Notes as principal shall be deemed to have been
made on the basis of the representations and warranties of Global Funding and
Issuing Trust herein contained and shall be subject to the terms and conditions
herein set forth. Unless the context otherwise requires, references herein to
"this Agreement" shall include the applicable Terms Agreement Each purchase of
Notes by Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the Purchasing
Agent, unless otherwise agreed,

                                       12


shall be at a discount from the principal amount of each such Note equivalent to
the applicable commission set forth in SCHEDULE 2 hereto. Any other purchase of
Notes, unless otherwise agreed, shall be at a discount from the principal amount
of each such Note equivalent to the applicable commission set forth in SCHEDULE
3 hereto. The Agents may engage the services of any broker or dealer in
connection with the resale of the Notes purchased by them as principal and may
allow all or any portion of the discount received by them in connection with
such purchases to any broker or dealer.

     If Global Funding and an Issuing Trust, on one hand, and two or more
Agents, on the other hand, enter into a Terms Agreement pursuant to which such
Agents agree to purchase Notes from such Issuing Trust as principal and one or
more of such Agents shall fail at the Settlement Date to purchase the Notes
which it or they are obligated to purchase (the "DEFAULTED NOTES"), then the
nondefaulting Agents shall have the right, within 24 hours thereafter, to make
arrangements for one of them or one or more other Agents or underwriters to
purchase all, but not less than all, of the Defaulted Notes in such amounts as
may be agreed upon and upon the terms herein set forth; provided, however, that
if such arrangements shall not have been completed within such 24-hour period,
then:

            (i) if the aggregate principal amount of Defaulted Notes does not
     exceed 10% of the aggregate principal amount of Notes to be so purchased by
     all of such Agents on the Settlement Date, the nondefaulting Agents shall
     be obligated, severally and not jointly, to purchase the full amount
     thereof in the proportions that their respective initial underwriting
     obligations bear to the underwriting obligations of all nondefaulting
     Agents; or

            (ii) if the aggregate principal amount of Defaulted Notes exceeds
     10% of the aggregate principal amount of Notes to be so purchased by all of
     such Agents on the Settlement Date, such agreement shall terminate without
     liability on the part of any nondefaulting Agent.

     No action taken pursuant to this paragraph shall relieve any defaulting
Agent from liability in respect of its default. In the event of any such default
which does not result in a termination of such agreement, either the
nondefaulting Agents, on one hand, or Global Funding and such Issuing Trust, on
the other hand, shall have the right to postpone the Settlement Date for a
period not exceeding seven days in order to effect any required changes in the
Registration Statement or the Prospectus or in any other documents or
arrangements.

     (b)    SOLICITATIONS AS AGENT. On the basis of the representations and
warranties herein contained, but subject to the terms and conditions herein set
forth, when agreed by an Issuing Trust, on one hand, and an Agent, on the other
hand, such Agent, as an agent of the such Issuing Trust, will use its reasonable
efforts to solicit offers for the purchase of such Issuing Trust's Notes upon
the terms set forth in the Prospectus. Unless the context otherwise requires,
references herein to "this Agreement" shall include the applicable Terms
Agreement. Such Agent is authorized to appoint any sub-agent with respect to
solicitations of offers to purchase Notes; provided, however, that any such
appointment of a sub-agent shall be subject to the prior consent of the Company
and such Issuing Trust. All Notes sold through such Agent as agent will be sold
at one hundred percent (100%) of their principal amount unless otherwise agreed
upon between the relevant Issuing Trust, on one hand, and such Agent, on the
other hand.

                                       13


     An Issuing Trust reserves the right, in its sole discretion, to suspend
solicitation of offers for the purchase of Notes through an Agent, as an agent
of such Issuing Trust, commencing at any time for any period of time or
permanently. As soon as practicable after receipt of instructions from such
Issuing Trust, such Agent will suspend solicitation of offers for the purchase
of Notes from such Issuing Trust until such time as such Issuing Trust has
advised such Agent that such solicitation may be resumed.

     Each Issuing Trust agrees to pay Merrill Lynch, Pierce, Fenner & Smith
Incorporated, for acting as the Purchasing Agent, as consideration for
soliciting offers to purchase its Notes as an agent of such Issuing Trust, a
commission, in the form of a discount, equal to the applicable percentage of the
principal amount of each Note sold by such Issuing Trust as a result of any such
solicitation made by the Purchasing Agent, as set forth in SCHEDULE 2 hereto.

     Each Issuing Trust agrees to pay the Agent, as consideration for soliciting
offers to purchase Notes as an agent of such Issuing Trust, a commission, in the
form of a discount, equal to the applicable percentage of the principal amount
of each Note sold by such Issuing Trust as a result of any such solicitation
made by such Agent, as set forth in SCHEDULE 3 hereto.

     (c)    ADMINISTRATIVE PROCEDURES. The purchase price, interest rate or
formula, maturity date and other terms of the Notes shall be agreed upon between
Global Funding and the relevant Issuing Trust, on one hand, and the applicable
Agent(s), on the other hand, and specified in a Pricing Supplement prepared in
connection with each sale of Notes. Except as otherwise specified in the
applicable Pricing Supplement, the Notes will be issued in denominations of U.S.
$1,000 or any larger amount that is an integral multiple of U.S. $1,000.
Administrative procedures with respect to the issuance and sale of the Notes
(the "ADMINISTRATIVE PROCEDURES") shall be agreed upon from time to time among
Global Funding, the relevant Issuing Trust, the Agent(s), the relevant Issuing
Trust Administrator and the Indenture Trustee. The Agents, Global Funding and
each Issuing Trust agree to perform and Global Funding agrees to cause the
Company, and the Issuing Trust agrees to cause the Issuing Trust Administrator
and the Indenture Trustee to agree to perform, their respective duties and
obligations specifically provided to be performed by them in the Administrative
Procedures.

     (d)    OBLIGATIONS SEVERAL. Global Funding and each Issuing Trust
acknowledge that the obligations of the Agents under this Agreement are several
and not joint.

     (e)    OTHER SALES. Subject to the terms and conditions of Sections 1(a),
4(j) and 4(k), Global Funding and each Issuing Trust reserves the right, to be
exercised in their sole discretion, to sell Notes of such Issuing Trust, in
compliance with all applicable securities laws, to other investors without the
assistance of any Agent.

SECTION 4.  COVENANTS OF GLOBAL FUNDING.

     Global Funding covenants and agrees with each Agent as follows:

     (a)    NOTICE OF CERTAIN EVENTS. Global Funding with respect to the
Registration Statement and Prospectus will notify the Agents immediately, and
confirm such notice in writing of (i) the effectiveness of any post-effective
amendment to the Registration Statement or the

                                       14


filing of any amendment or supplement to the Prospectus (other than any
amendment or supplement thereto providing solely for the determination of the
variable terms of the Notes), (ii) the receipt of any comments from the
Commission, (iii) any request by the Commission for any amendment to the
Registration Statement or any amendment or supplement to the Prospectus or for
additional information, or (iv) the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement, or of any order
preventing or suspending the use of any preliminary prospectus or Prospectus, or
of the initiation of any proceedings for that purpose. With respect to the
Registration Statement, Global Funding will make every reasonable effort to
prevent the issuance of any stop order and, if any stop order is issued, to
obtain the lifting thereof at the earliest possible moment.

     (b)    FILING OR USE OF AMENDMENTS. Global Funding will give each Agent
advance notice of its intention to file or prepare any additional registration
statement with respect to the registration of additional Notes, any amendment to
the Registration Statement (including any filing under Rule 462(b) of the 1933
Act Regulations) or any amendment or supplement to the prospectus included in
the Registration Statement at the time it became effective or to the Prospectus
(other than an amendment or supplement thereto providing solely for the
determination of the variable terms of the Notes), whether pursuant to the 1933
Act, the 1934 Act or otherwise, will furnish to such Agents copies of any such
document a reasonable amount of time prior to such proposed filing or use, as
the case may be, and will not file any such document to which an Agent or
counsel for the Agents shall object.

     (c)    DELIVERY OF THE REGISTRATION STATEMENT. Global Funding has furnished
to the Agents and to counsel for the Agents, without charge, signed and
conformed copies of the Registration Statement as originally filed and of each
amendment thereto (including exhibits filed therewith or incorporated by
reference therein and documents incorporated or deemed to be incorporated by
reference therein) and signed and conformed copies of all consents and
certificates of experts. The Registration Statement and each amendment thereto
furnished to an Agent will be identical in all material respects to any
electronically transmitted copies thereof filed with the Commission pursuant to
EDGAR, except to the extent permitted by Regulation S-T.

     (d)    DELIVERY OF THE PROSPECTUS. Global Funding will deliver to each
Agent, without charge, as many copies of each preliminary prospectus as such
Agent may reasonably request, and Global Funding hereby consents to the use of
such copies for purposes permitted by the 1933 Act. Global Funding will furnish
to each Agent, without charge, such number of copies of the Prospectus (as
amended or supplemented) as such Agent may reasonably request. The Prospectus
and any amendments or supplements thereto furnished to such Agent will be
identical in all material respects to any electronically transmitted copies
thereof filed with the Commission pursuant to EDGAR, except to the extent
permitted by Regulation S-T.

     (e)    PREPARATION OF PRICING SUPPLEMENTS. Global Funding will prepare,
with respect to any Notes to be sold to or through one or more Agents pursuant
to this Agreement, a Pricing Supplement with respect to such Notes in a form
previously approved by the Agents. Global Funding will deliver such Pricing
Supplement no later than 11:00 a.m., New York City time, on the business day
following the date of the relevant Issuing Trust's acceptance of the offer for
the

                                       15


purchase of such Notes and will file such Pricing Supplement pursuant to Rule
424(b) under the 1933 Act.

     (f)    REVISIONS OF PROSPECTUS -- MATERIAL CHANGES. Except as otherwise
provided in Section 4(m), if at any time during the term of this Agreement any
event shall occur or condition shall exist as a result of which it is necessary,
in the opinion of counsel for the Agents or counsel for Global Funding, to amend
the Registration Statement in order that the Registration Statement will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading or to amend or supplement the Prospectus in order that the Prospectus
will not include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein not misleading
in the light of the circumstances existing at the time the Prospectus is
delivered to a purchaser, or if it shall be necessary, in the opinion of any
such counsel, to amend the Registration Statement or amend or supplement the
Prospectus in order to comply with the requirements of the 1933 Act or the 1933
Act Regulations, as applicable, Global Funding shall give immediate notice,
confirmed in writing, to the Agents to cease the solicitation of offers for the
purchase of Notes in their capacity as agent and to cease sales of any Notes
they may then own as principal, and Global Funding will promptly prepare and
file with the Commission, subject to Section 4(b) hereof, such amendment or
supplement as may be necessary to correct such statement or omission or to make
the Registration Statement and Prospectus comply with such requirements, and
Global Funding will furnish to the Agents, without charge, such number of copies
of such amendment or supplement as the Agents may reasonably request. In
addition, Global Funding will comply with the 1933 Act, the 1933 Act
Regulations, the 1934 Act and the 1934 Act Regulations so as to permit the
completion of the distribution of each offering of Notes.

     (g)    PERIODIC FINANCIAL INFORMATION. Except as otherwise provided in
Section 4(m), on or prior to the date on which there shall be released to the
general public interim financial statement information related to the Company or
Global Funding with respect to each of the first three quarters of any fiscal
year or preliminary financial statement information with respect to any fiscal
year, Global Funding shall, and Global Funding agrees to cause the Company to,
furnish such information to the Agents, confirmed in writing, and thereafter
promptly shall cause the Prospectus to be amended or supplemented to include
financial information with respect thereto and corresponding information for the
comparable period of the preceding fiscal year, as well as such other
information and explanations, to the extent required by the 1933 Act or the 1933
Act Regulations.

     (h)    AUDITED FINANCIAL INFORMATION. Except as otherwise provided in
Section 4(m), on or prior to the date on which there shall be released to the
general public financial information included in or derived from the audited
consolidated financial statements of the Company or Global Funding for the
preceding fiscal year, Global Funding shall, and Global Funding agrees to cause
the Company to, as applicable, furnish such information to the Agent, confirmed
in writing, and thereafter promptly shall cause the Prospectus to be amended or
supplemented to include such audited consolidated financial statements and the
report or reports, and consent or consents to such inclusion, of the independent
accountants with respect thereto, as well as such other information and
explanations, to the extent required by the 1933 Act or the 1933 Act
Regulations.

                                       16


     (i)    REPORTING REQUIREMENTS. Global Funding, during the period when the
Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will
file, or cause to be filed, all documents required to be filed by it and each
Issuing Trust with the Commission pursuant to the 1934 Act within the time
periods prescribed by the 1934 Act and the 1934 Act Regulations.

     (j)    RESTRICTIONS ON THE OFFER AND SALE OF SECURITIES TO INSTITUTIONAL
PURCHASERS. Unless otherwise agreed upon between one or more Agents, on one
hand, and the Company and Global Funding, on the other hand, from the date of
the agreement by such Agent(s) to purchase Notes from an Issuing Trust to and
including the Settlement Date with respect thereto, Global Funding will not, and
will cause all Issuing Trusts not to, without the prior written consent of such
Agent(s), issue, sell, offer or contract to sell, grant any option for the sale
of, or otherwise dispose of, any substantially similar debt securities of each
such Issuing Trust to the same potential institutional investors (other than
Notes to be offered and/or sold to or through such Agent(s)).

     (k)    RESTRICTIONS ON THE OFFER AND SALE OF SECURITIES TO RETAIL
PURCHASERS. Unless otherwise agreed upon between the Purchasing Agent, on the
one hand, and the Company and Global Funding, on the other hand, from the date
the retail pricing levels are posted out to the selling group members through
and including the applicable Settlement Date with respect thereto, Global
Funding will not, and will cause all Issuing Trust not to, without the prior
written consent of the Purchasing Agent, issue, sell, offer or contract to sell,
grant any option for the sale of, or otherwise dispose of, any substantially
similar debt securities of each such Issuing Trust to the same potential retail
investors (other than Notes to be offered and/or sold to or through the
Purchasing Agent).

     (l)    USE OF PROCEEDS. Global Funding shall cause each Issuing Trust to
use the net proceeds received by it from the issuance and sale of the Notes in
the manner specified in the Prospectus.

     (m)    SUSPENSION OF CERTAIN OBLIGATIONS. Global Funding shall not be
required to comply with the provisions of Sections 4(f), (g) or (h) during any
period commencing from the time (i) the Agents shall have suspended solicitation
of offers for the purchase of Notes in their capacity as agents pursuant to a
request from Global Funding or any Issuing Trust and (ii) no Agent shall then
hold any Notes purchased from any Issuing Trust as principal, and ending at the
time Global Funding and/or applicable Issuing Trusts shall determine that
solicitation of offers for the purchase of Notes should be resumed or an Agent
shall subsequently purchase Notes from an Issuing Trust as principal.

     (n)    LISTING. Global Funding shall use reasonable efforts to obtain and
maintain approval for the listing of at least one series of Notes of an Issuing
Trust on a national securities exchange as defined in Section 18(a)(3)(B) of the
1933 Act as long as Notes of any Issuing Trust are outstanding.

     (o)    OUTSTANDING AGGREGATE PRINCIPAL AMOUNT OF NOTES. Global Funding will
promptly, upon request by an Agent notify such Agent of the aggregate principal
amount of Notes from time to time outstanding under the Programs in their
currency of denomination and (if so requested) expressed in United States
dollars. For the purpose of determining the aggregate

                                       17


principal amount of Notes outstanding (i) the principal amount of Notes,
denominated in a currency other than United States dollars shall be converted
into United States dollars using the spot rate of exchange for the purchase of
the relevant currency against payment of United States dollars being quoted by
the Paying Agent or Calculation Agent, as applicable (each as defined in the
Indenture), on the date on which the relevant Notes were initially offered, (ii)
any Notes which provide for an amount less than the principal amount thereof to
be due and payable upon redemption following an Event of Default as defined in
the Indenture in respect of such Notes, shall have a principal amount equal to
their redemption amount, (iii) any zero coupon (and any other Notes issued at a
discount or premium) shall have a principal amount equal to their issue amount
and (iv) the currency in which any Notes are payable, if different from the
currency of their denomination, shall be disregarded.

     (p)    BLUE SKY QUALIFICATIONS. Global Funding shall endeavor, and shall
cause the applicable Issuing Trust, to qualify the Notes for offer and sale
under the securities or Blue Sky laws of such jurisdictions as the Agents shall
reasonably request and to maintain such qualifications for as long as such
Agents shall reasonably request.

     (q)    DEPOSITORY TRUST COMPANY. Global Funding shall endeavor to assist
the Agents in arranging to cause the Notes to be eligible for settlement through
the facilities of the Depository Trust Company ("DTC").

     (r)    NOTICE OF AMENDMENT TO GLOBAL FUNDING TRUST AGREEMENT. Global
Funding will give the Agents at least three (3) business days' prior notice in
writing of any proposed amendment to the Global Funding Trust Agreement and,
except in accordance with the applicable provisions of the Global Funding Trust
Agreement, not make or permit to become effective any amendment to Global
Funding Trust Agreement which may adversely affect the interests of the Agents
or any holder of any outstanding Notes without the consent of the affected
party.

     (s)    AUTHORIZATION TO ACT ON BEHALF OF GLOBAL FUNDING. Global Funding
will, from time to time, without request, deliver to the Agents a certificate as
to the names and signatures of those persons authorized to act on behalf of
Global Funding in relation to the Programs if such information has changed.

     (t)    NOTICE OF MEETING. Global Funding will furnish to the Agents, at the
same time as it is dispatched, a copy of notice of any meeting of the holders of
Notes which is called to consider any matter which is material in the context of
Global Funding.

SECTION 5.  COVENANTS OF THE ISSUING TRUSTS.

     EACH ISSUING TRUST, ONLY WITH RESPECT TO ITSELF, COVENANTS AND AGREES WITH
EACH AGENT AS FOLLOWS:

     (a)    USE OF PROCEEDS. Such Issuing Trust shall use the net proceeds
received by it from the issuance and sale of the Notes in the manner specified
in the Prospectus.

     (b)    BLUE SKY QUALIFICATIONS. Such Issuing Trust shall endeavor to
qualify the Notes for offer and sale under the securities or Blue Sky laws of
such jurisdictions as the Agents shall

                                       18


reasonably request and to maintain such qualifications for as long as such
Agents shall reasonably request.

     (c)    DEPOSITORY TRUST COMPANY. Such Issuing Trust shall endeavor to
assist the Agents in arranging to cause the Notes to be eligible for settlement
through the facilities of the Depository Trust Company ("DTC").

     (d)    NOTICE OF AMENDMENT TO INDENTURE AND ISSUING TRUST AGREEMENT. Such
Issuing Trust will give the Agents at least three (3) business days' prior
notice in writing of any proposed amendment to the relevant Indenture and
relevant Issuing Trust Agreement and, except in accordance with the applicable
provisions of the relevant Indenture and relevant Issuing Trust Agreement, not
make or permit to become effective any amendment to such Indenture or such
Issuing Trust Agreement which may adversely affect the interests of the Agents
or any holder of any outstanding Notes without the consent of the affected
party.

     (e)    AUTHORIZATION TO ACT ON BEHALF OF THE ISSUING TRUST. Such Issuing
Trust will, from time to time, without request, deliver to the Agents a
certificate as to the names and signatures of those persons authorized to act on
behalf of such Issuing Trust in relation to the Programs if such information has
changed.

     (f)    NOTICE OF MEETING. Such Issuing Trust will furnish to the Agents, at
the same time as it is dispatched, a copy of notice of any meeting of the
holders of Notes which is called to consider any matter which is material in the
context of such Issuing Trust.

SECTION 6.  CONDITIONS OF AGENT'S OBLIGATIONS.

     The obligations of one or more Agents to purchase Notes from an Issuing
Trust as principal, the obligations of an Agent to solicit offers for the
purchase of Notes as an agent of an Issuing Trust and the obligations of any
purchasers of Notes sold through an Agent as an agent of and Issuing Trust, will
be subject to the accuracy of the representations and warranties on the part of
Global Funding and such Issuing Trust herein contained, and the accuracy of the
representations and warranties on the part of the Company contained in the
Representations and Indemnity Agreement entered into, as of even date herewith,
by and among the Company and the Agents, as amended, restated or modified from
time to time (the "REPRESENTATIONS AND INDEMNITY AGREEMENT") or contained in any
certificate of an officer or trustee of Global Funding, Issuing Trust or the
Company delivered pursuant to the provisions hereof and thereof, as applicable,
to the performance and observance by Global Funding and such Issuing Trust of
its covenants and other obligations hereunder or the performance and observance
by the Company of its covenants and other obligations under the Representations
and Indemnity Agreement, and to the following additional conditions precedent:

     (a)    EFFECTIVENESS OF THE REGISTRATION STATEMENT. The Registration
Statement (including any Rule 462(b) Registration Statement) has become
effective under the 1933 Act and the 1934 Act, as applicable, and no stop order
suspending the effectiveness of the Registration Statement shall have been
issued under the 1933 Act or the 1934 Act, as applicable, and no proceedings for
that purpose shall have been instituted or shall be pending or threatened by the

                                       19


Commission, and any request on the part of the Commission for additional
information shall have been complied with to the reasonable satisfaction of
counsel to the Agents.

     (b)    LEGAL OPINIONS, MEMORANDA AND NEGATIVE ASSURANCE LETTERS. On the
date hereof, the Agents shall have received the following legal opinions,
memoranda and negative assurance letters dated as of the date hereof and in form
and substance satisfactory to the Agent:

            (i)    OPINION OF INTERNAL COUNSEL FOR THE COMPANY. The opinion of
     internal Counsel for the Company, to the effect set forth in EXHIBIT A
     hereto and to such further effect as the Agents may reasonably request;

            (ii)   NEGATIVE ASSURANCE LETTER OF COUNSEL FOR THE COMPANY. The
     negative assurance letter of LeBoeuf, Lamb, Greene & MacRae, L.L.P. or
     other legal counsel selected by the Company and reasonably satisfactory to
     the Agents ("Company Counsel") to the effect set forth in EXHIBIT B hereto
     and to such further effect as the Agents may reasonably request;

            (iii)  OPINION OF COUNSEL FOR THE COMPANY CONCERNING CERTAIN
     INSOLVENCY, FUNDING AGREEMENT AUTHORITY AND FUNDING AGREEMENT
     ENFORCEABILITY MATTERS. The opinion of Lord, Bissell & Brook or other legal
     counsel selected by the Company and reasonably satisfactory to the Agents
     to the effect set forth in EXHIBIT C hereto and to such further effect as
     the Agents may reasonably request;

            (iv)   OPINION OF COUNSEL FOR THE COMPANY CONCERNING CERTAIN
     ILLINOIS SECURITY INTEREST Matters. The opinion of Lord, Bissell & Brook,
     counsel for the Company, to the effect set forth in EXHIBIT D hereto and to
     such further effect as the Agents may reasonably request;

            (v)    OPINION OF COUNSEL FOR THE COMPANY CONCERNING CERTAIN FEDERAL
     SECURITIES AND NEW YORK MATTERS. The opinion of Company Counsel to the
     effect set forth in EXHIBIT E hereto and to such further effect as the
     Agents may reasonably request;

            (vi)   OPINION OF COUNSEL FOR THE COMPANY CONCERNING CERTAIN TAX
     MATTERS. The opinion of Company Counsel to the effect set forth in EXHIBIT
     F hereto and to such further effect as the Agents may reasonably request;

            (vii)  MEMORANDUM OF COUNSEL FOR THE COMPANY CONCERNING CERTAIN
     INSURANCE MATTERS. The memorandum of Company Counsel to the effect set
     forth in EXHIBIT G hereto and to such further effect as the Agents may
     reasonably request;

            (viii) NEGATIVE ASSURANCE LETTER OF COUNSEL FOR THE AGENTS. The
     negative assurance letter of Sidley Austin Brown & Wood LLP or other legal
     counsel selected by the Agents and reasonably satisfactory to Global
     Funding and the Company, with respect to the matters set forth in EXHIBIT H
     hereto;

            (ix)   OPINION OF COUNSEL FOR THE GLOBAL FUNDING DELAWARE TRUSTEE
     AND THE RELEVANT ISSUING TRUST TRUSTEE. The opinion of Richards, Layton &
     Finger, counsel for

                                       20


     the Global Funding Delaware Trustee, to the effect set forth in EXHIBIT I
     hereto and to such further effect as the Agents may reasonably request;

            (x)    OPINION OF COUNSEL FOR GLOBAL FUNDING ADMINISTRATOR AND
     ISSUING TRUST ADMINISTRATOR. The opinion of counsel for Global Funding
     Administrator, to the effect set forth in EXHIBIT J hereto and to such
     further effect as the Agents may reasonably request;

            (xi)   OPINION OF COUNSEL FOR THE INDENTURE TRUSTEE. The opinion of
     counsel for the Indenture Trustee to the effect set forth in EXHIBIT K
     hereto and to such further effect as the Agents may reasonably request;

            (xii)  OPINION OF COUNSEL FOR GLOBAL FUNDING AND RELEVANT ISSUING
     TRUST CONCERNING CERTAIN DELAWARE SECURITY INTEREST MATTERS. The opinion of
     Richards, Layton & Finger or other legal counsel selected by the Global
     Funding Delaware Trustee and reasonably satisfactory to the Agents, to the
     effect set forth in EXHIBIT L hereto and to such further effect as the
     Agents may reasonably request;

            (xiii) OPINION OF COUNSEL FOR GLOBAL FUNDING. The opinion of
     Richards, Layton & Finger or other legal counsel selected by the Global
     Funding Delaware Trustee and reasonably satisfactory to the Agents, to the
     effect set forth in EXHIBIT M hereto and to such further effect as the
     Agents may reasonably request;

            (xiv)  OPINION OF COUNSEL FOR THE RELEVANT ISSUING TRUST. The
     opinion of Richards, Layton & Finger or other legal counsel selected by the
     Global Funding Delaware Trustee and reasonably satisfactory to the Agents,
     to the effect set forth in EXHIBIT N hereto and to such further effect as
     the Agents may reasonably request;

PROVIDED, HOWEVER, that unless otherwise agreed among the relevant Issuing Trust
and the Agents, each of the opinions set forth in Section 6(b) above will be
delivered as of each March -, commencing March -, 2004, modified as necessary to
relate to such time of delivery.

     (c)    GLOBAL FUNDING CERTIFICATE. Global Funding shall have furnished
to the Agents a certificate of Global Funding, signed by Global Funding
Administrator of Global Funding, dated the date of such certificate, to the
effect that:

            (i)    the representations and warranties of Global Funding and, if
     applicable, the relevant Issuing Trust in this Agreement are true and
     correct on and as of the date of such certificate with the same effect as
     if made on the date hereof and Global Funding and, if applicable, relevant
     Issuing Trust have complied with all agreements and satisfied all the
     conditions on its part to be performed or satisfied at or prior to the date
     of such certificate;

            (ii)   no stop order suspending the effectiveness of the
     Registration Statement has been issued and no proceedings for that purpose
     have been instituted or, to Global Funding's knowledge, threatened; and

                                       21


            (iii)  since the date of the Prospectus there has occurred no event
     required to be set forth in an amendment or supplement to the Registration
     Statement or Prospectus, and there has been no document required to be
     filed under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the
     1934 Act Regulations which, upon filing, would be deemed to be incorporated
     by reference in the Prospectus which has not been so filed.

     (d)    COMPANY OFFICER'S CERTIFICATE. The Company shall have furnished to
the Agents a certificate of the Company, signed by either the Chairman of the
Board, Chief Executive Officer, President, Chief Operating Officer, Chief
Financial Officer, Secretary, General Counsel or Treasurer of the Company, dated
the date of such certificate, to the effect that the signatory of such
certificate has carefully examined the Registration Statement, the Prospectus
and amendments and supplements thereto and this Agreement and that:

            (i)    no stop order suspending the effectiveness of the
     Registration Statement has been issued and no proceedings for that purpose
     have been instituted or, to the Company's knowledge, threatened;

            (ii)   since the date of the Prospectus there has occurred no event
     required to be set forth in an amendment or supplement to the Registration
     Statement or Prospectus, and there has been no document required to be
     filed under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the
     1934 Act Regulations which, upon filing, would be deemed to be incorporated
     by reference in the Prospectus which has not been so filed; and

            (iii)  nothing has come to the attention of the Company that would
     cause it to believe that the priority status of the Funding Agreements
     under Section 5/205 of the Illinois Insurance Code has been adversely
     modified since the date of the last delivery of the opinion issued by Lord,
     Bissell & Brook, substantially in the form of EXHIBIT C attached hereto.

     (e)    COMFORT LETTER OF ACCOUNTANTS TO THE COMPANY. On the date hereof,
the Agents shall have received a letter from Deloitte & Touche LLP or its
successor, as accountants to the Company (the "ACCOUNTANTS"), dated as of the
date hereof, and in form and substance satisfactory to the Agent, to the effect
set forth in EXHIBIT O hereto.

     (f)    ADDITIONAL DOCUMENTS. On the date hereof, counsel to the Agents
shall have been furnished with such documents and opinions as such counsel may
require for the purpose of enabling such counsel to pass upon the issuance and
sale of Notes as herein contemplated and related proceedings, or in order to
evidence the accuracy of any of the representations and warranties, or the
fulfillment of any of the conditions, herein contained; and all proceedings
taken by the Company and Global Funding in connection with the issuance and sale
of the Notes as herein contemplated shall be satisfactory in form and substance
to the Agents and to counsel to the Agents.

     If any condition specified in this Section 6 shall not have been fulfilled
when and as required to be fulfilled, this Agreement may be terminated by the
applicable Agent(s) by notice to Global Funding or relevant Issuing Trust at any
time and any such termination shall be

                                       22


without liability of any party to any other party except as provided in Section
11 hereof and except that Sections 9, 10, 12, 15 and 16 hereof shall survive any
such termination and remain in full force and effect.

SECTION 7.  DELIVERY OF AND PAYMENT FOR NOTES SOLD THROUGH AN AGENT AS AGENT.

     Delivery of Notes sold through an Agent as an agent of an Issuing Trust
shall be made by the Issuing Trust to such Agent for the account of any
purchaser only against payment therefor in immediately available funds. In the
event that a purchaser shall fail either to accept delivery of or to make
payment for a Note on the date fixed for settlement, such Agent shall promptly
notify such Issuing Trust and deliver such Note to such Issuing Trust and, if
such Agent has theretofore paid such Issuing Trust for such Note, such Issuing
Trust will promptly return such funds to such Agent. If such failure has
occurred for any reason other than default by such Agent in the performance of
its obligations hereunder, such Issuing Trust will reimburse such Agent on an
equitable basis for its loss of the use of the funds for the period such funds
were credited to such Issuing Trust's account.

SECTION 8.  ADDITIONAL COVENANTS OF GLOBAL FUNDING AND ISSUING TRUST.

     Global Funding and each Issuing Trust (only with respect to itself) further
covenants and agrees with each Agent as follows:

     (a)    REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES. Each acceptance by
an Issuing Trust of an offer for the purchase of Notes (whether to one or more
Agents as principal or through one or more Agents as agent), and each delivery
of Notes (whether to one or more Agents as principal or through an Agent as
agent) shall be deemed to be an affirmation that the representations and
warranties of Global Funding and such Issuing Trust contained in any certificate
theretofore delivered to such Agent pursuant hereto are true and correct at the
time of such acceptance or sale, as the case may be, and an undertaking that
such representations and warranties will be true and correct at the time of
delivery to such Agent(s) or to the purchaser or its agent, as the case may be,
of the Notes relating to such acceptance or sale, as the case may be, as though
made at and as of each such time (it being understood that such representations
and warranties shall relate to the Registration Statement and Prospectus as
amended and supplemented to each such time).

     (b)    SUBSEQUENT DELIVERY OF CERTIFICATES. At (i) each time that the
Registration Statement or Prospectus shall be amended or supplemented (other
than by (A) an amendment or supplement providing solely for the determination of
the variable terms of the Notes and (B) an amendment deemed to have occurred as
a result of a periodic filing by the Company, Global Funding or any Issuing
Trust under the 1934 Act or the 1934 Act Regulations, except any quarterly
report of the Company on Form 10-Q or any annual report of the Company on Form
10-K (any such report, an "SEC PERIODIC REPORT")), (ii) each Settlement Date,
Global Funding shall, and agrees to cause the Company to, furnish or cause to be
furnished to the Agents, forthwith a certificate dated the date of filing with
the Commission or the date of effectiveness of such amendment or supplement, as
applicable, or the date of such sale, as the case may be, in form satisfactory
to the Agents to the effect that the statements contained in the certificate
referred to in Sections 6(c) and 6(d) hereof which were last furnished to the
Agents are true and

                                       23


correct at the time of the filing or effectiveness of such amendment or
supplement, as applicable, or the time of such sale, as the case may be, as
though made at and as of such time (except that such statements shall be deemed
to relate to the Registration Statement and the Prospectus as amended and
supplemented to such time) or, in lieu of such certificate, a certificate of the
same tenor as the certificate referred to in Sections 6(c) and 6(d) hereof,
modified as necessary to relate to the Registration Statement and the Prospectus
as amended and supplemented to the time of delivery of such certificate (it
being understood that, in the case of clause (ii) above, any such certificate
shall also include a certification that there has been no material adverse
change in the condition, financial or otherwise, or in the earnings, business
affairs or business prospects of the Company and its subsidiaries considered as
one enterprise or of Global Funding or any Issuing Trust since the date of the
agreement by such Agent to purchase Notes from such Issuing Trust as principal);
PROVIDED, HOWEVER, that any delivery of certificates as required by this Section
8(b) due to the filing of an SEC Periodic Report shall only be required to be
delivered prior to the pricing date for such Issuing Trust's Notes issued
immediately after such SEC Periodic Report.

     (c)    SUBSEQUENT DELIVERY OF LEGAL OPINIONS. In the event of an Agent
request, Global Funding shall furnish or cause to be furnished to the Agents
promptly upon such Agent request legal opinions of internal counsel for the
Company, counsel for the Company, counsel for the Global Funding Delaware
Trustee and the Relevant Issuing Trust Trustee, counsel for Global Funding and
the relevant Issuing Trust, counsel for the Indenture Trustee and counsel for
Global Funding Administrator and the Issuing Trust Administrator, as applicable,
dated the date agreed to in connection with such Agent request, in form and
substance reasonably satisfactory to the Agents, of substantially the same tenor
as the legal opinions referred to in Section 6(b)(i), Section 6(b)(iii), Section
6(b)(iv), Section 6(b)(v), Section 6(b)(vi), Section 6(b)(viii), Section
6(b)(ix), Section 6(b)(x), Section 6(b)(xi), Section 6(b)(xii), Section
6(b)(xiii) and Section 6(b)(xiv) hereof, as applicable, modified as necessary to
relate to any report filed by the Company under Section 13 or Section 15(d) of
the 1934 Act, to the time of delivery of such legal opinions or, in lieu of such
legal opinions, counsel last furnishing such legal opinions to the Agents shall
furnish such Agents with a letter substantially to the effect that the Agents
may rely on such last legal opinions to the same extent as though it was dated
the date of such letter authorizing reliance (except that statements in such
last legal opinions shall be deemed to relate to the Registration Statement and
the Prospectus as amended and supplemented to the time of delivery of such
letter authorizing reliance).

     (d)    SUBSEQUENT DELIVERY OF NEGATIVE ASSURANCE LETTER OF COUNSEL FOR THE
COMPANY. Each time that (i) the Registration Statement or Prospectus shall be
amended or supplemented (other than by (A) an amendment or supplement providing
solely for the determination of the variable terms of the Notes and (B) an
amendment deemed to have occurred as a result of a periodic filing by the
Company, Global Funding or any Issuing Trust under the 1934 Act or the 1934 Act
Regulations, except any SEC Periodic Report), (ii) (if required in connection
with the purchase of Notes from an Issuing Trust by one or more Agents as
principal) an Issuing Trust sells Notes to one or more Agents as principal or
(iii) an Issuing Trust sells Notes in a form not previously certified to the
Agents by such Issuing Trust, Global Funding agrees to cause the Company to
furnish or cause to be furnished forthwith to the Agents and to counsel to the
Agents, a negative assurance letter of counsel for the Company dated the date of
filing with the Commission or the date of effectiveness of such amendment or
supplement, as applicable, or the date of such sale, as the case may be, in form
and substance satisfactory to the Agent, of the

                                       24


same tenor as the negative assurance letter referred to in Section 6(b)(ii)
hereof, but modified, as necessary, to relate to the Registration Statement and
the Prospectus as amended and supplemented to the time of delivery of such
negative assurance letter or, in lieu of such negative assurance letter, counsel
last furnishing such negative assurance letter to the Agents shall furnish such
Agents with a letter substantially to the effect that the Agents may rely on
such last negative assurance letter to the same extent as though it was dated
the date of such letter authorizing reliance (except that statements in such
last negative assurance letter shall be deemed to relate to the Registration
Statement and the Prospectus as amended and supplemented to the time of delivery
of such letter authorizing reliance); PROVIDED, HOWEVER, that any delivery of a
negative assurance letter as required by this Section 8(d) due to the filing of
an SEC Periodic Report shall only be required to be delivered prior to the
pricing date for an Issuing Trust's Notes to be issued immediately after such
SEC Periodic Report. As of each -, Global Funding agrees to furnish or cause to
be furnished forthwith to the Agents the negative assurance letter of Sidley
Austin Brown & Wood LLP, counsel to the Agents, or such other counsel reasonably
satisfactory to the Agents, dated as of the date of the filing of such Form 10-K
with the Commission, of the same tenor as the opinion referred to in Section
6(b)(viii) hereof, but modified, as necessary, to relate to the Registration
Statement and Prospectus as amended and supplemented to the time of delivery of
such negative assurance letter.

     (e)    DELIVERY OF LEGAL OPINIONS OR RELIANCE LETTERS UPON ISSUANCE OF
NOTES. Unless otherwise agreed to among the Company, Global Funding and the
applicable Agent(s), Global Funding shall furnish or cause to be furnished to
the applicable Agent(s) in connection with each issuance of Notes by an Issuing
Trust (i) an opinion of internal counsel for the Company (or a reliance letter
authorizing reliance by such Agent(s) on an opinion of like tenor) as to the
validity and enforceability of the Funding Agreement(s) being issued in
connection therewith and (ii) an opinion of counsel for the Company (or a
reliance letter authorizing reliance by such Agent(s) on an opinion of like
tenor) as to the validity and enforceability of the Funding Notes of Global
Funding and of the Notes of the relevant Issuing Trust, in each case, dated the
date of such issuance, and in form and substance reasonably satisfactory to the
Agents.

     (f)    SUBSEQUENT DELIVERY OF COMFORT LETTERS. Each time that (i) the
Registration Statement or the Prospectus shall be amended or supplemented to
include additional financial information (other than by (A) an amendment or
supplement providing solely for the determination of the variable terms of the
Notes and (B) an amendment deemed to have occurred as a result of a periodic
filing by the Company, Global Funding or any Issuing Trust under the 1934 Act or
the 1934 Act Regulations, except any SEC Periodic Report) or (ii) (if required
in connection with the purchase of Notes from an Issuing Trust by one or more
Agents as principal) an Issuing Trust sells Notes to one or more Agents as
principal, such Trust agrees to cause the Company to cause the Accountants
forthwith to furnish to the Agents a letter, dated the date of filing with the
Commission or the date of effectiveness of such amendment or supplement, as
applicable, or the date of such sale, as the case may be, in form satisfactory
to the Agents, of the same tenor as the letter referred to in Section 6(e)
hereof but modified to relate to the Registration Statement and Prospectus as
amended and supplemented to the date of such letter; PROVIDED, HOWEVER, that any
delivery of any letter as required by this Section 8(f) due to the filing of an
SEC Periodic Report shall only be required to be delivered prior to the pricing
date for an Issuing Trust's Notes issued immediately after such SEC Periodic
Report.

                                       25


SECTION 9.  INDEMNIFICATION.

     (a)    INDEMNIFICATION OF THE AGENT. Global Funding and the relevant
Issuing Trust (only as to itself in connection with the issuance of its Notes
and without respect to any other Issuing Trust) agree to indemnify and hold
harmless each Agent, its directors and officers and each person, if any, who
controls such Agent within the meaning of Section 15 of the 1933 Act or Section
20 of the 1934 Act as follows:

            (i)    against any and all loss, liability, claim, damage and
     expense whatsoever, as incurred, arising out of an untrue statement or
     alleged untrue statement of a material fact contained in the Registration
     Statement (or any amendment thereto) or the omission or alleged omission
     therefrom of a material fact required to be stated therein or necessary
     to make the statements therein not misleading, or arising out of an untrue
     statement or alleged untrue statement of a material fact included in any
     preliminary prospectus or the Prospectus (or any amendment or supplement
     thereto), or the omission or alleged omission therefrom of a material fact
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading;

            (ii)   against any and all loss, liability, claim, damage and
     expense whatsoever, as incurred, to the extent of the aggregate amount paid
     in settlement of any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission, provided that (subject to Section
     9(d) hereof) any such settlement is effected with the written consent of
     Global Funding and the relevant Issuing Trust; and

            (iii)  against any and all expense whatsoever, as incurred
     (including the fees and disbursements of counsel chosen by such Agent),
     reasonably incurred in investigating, preparing or defending against any
     litigation, or any investigation or proceeding by any governmental agency
     or body, commenced or threatened, or any claim whatsoever based upon any
     such untrue statement or omission, or any such alleged untrue statement or
     omission, to the extent that any such expense is not paid under
     subparagraph (i) or (ii) above;

PROVIDED, HOWEVER, that this indemnity does not apply to any loss, liability,
claim, damage or expense to the extent arising out of (i) an untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished to Global Funding by the Agents
concerning the Agents expressly for use in the Registration Statement (or any
amendment thereto) or any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto), (ii) any use of the Prospectus by the Agents
to sell Notes or solicit offers for the purchase of Notes (x) after such time as
Global Funding shall have provided written notice pursuant to Section 4(f)
hereunder or the Company shall have provided written notice pursuant to Section
2(f) of the Representations and Indemnity Agreement, to the Agents to cease the
sale of Notes and solicitation of offers for the purchase of Notes and (y)
before such time as Global Funding and the Company shall have furnished the
Agents with copies of such amendment or supplement to the Prospectus pursuant to
Section 4(f) hereunder or Section 2(f) of the Representations and Indemnity
Agreement or (iii) a claim for

                                       26


indemnity made under the Representations and Indemnity Agreement, only to the
extent such claim has previously been satisfied by the Company pursuant to the
terms of the Representations and Indemnity Agreement.

     (b)    INDEMNIFICATION OF GLOBAL FUNDING AND ISSUING TRUSTS. Each Agent
agrees, severally but not jointly, to indemnify and hold harmless Global Funding
and each Issuing Trust, their administrator, directors, officers and trustees
(if applicable) who signed the Registration Statement and each person, if any,
who controls Global Funding and any Issuing Trust within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss,
liability, claim, damage and expense described in the indemnity contained in
Section 9(a) hereof, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto) or Registration Statement (or any amendment
thereto) or any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
furnished to Global Funding by such Agent concerning such Agent expressly for
use in the Registration Statement (or any amendment thereto) or Registration
Statement Amendment (or any amendment thereto) or such preliminary prospectus or
the Prospectus (or any amendment or supplement thereto).

     (c)    ACTIONS AGAINST PARTIES; NOTIFICATION. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 9(a) hereof or
Section 5(a) of the Representations and Indemnity Agreement, counsel to the
indemnified parties shall be selected by the applicable Agent(s) and, in the
case of parties indemnified pursuant to Section 9(b) hereof or Section 5(b) of
the Representations and Indemnity Agreement, counsel to the indemnified shall be
selected by Global Funding, the relevant Issuing Trust and the Company. An
indemnifying party may participate at its own expense in the defense of any such
action; provided, however, that counsel to the indemnifying party shall not
(except with the consent of the indemnified party) also be counsel to the
indemnified party. In no event shall the indemnifying parties (collectively with
any other indemnifying parties in connection with the Representations and
Indemnity Agreement), whether such indemnity is claimed hereunder or under the
Representations and Indemnity Agreement, be liable for fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances.

     No indemnifying party under this Agreement or the Representations and
Indemnity Agreement shall, without the prior written consent of the indemnified
parties under this Agreement and the Representations and Indemnity Agreement,
settle or compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 9 or Section
10 hereof (whether or not the indemnified parties are actual or potential
parties thereto), unless such

                                       27


settlement, compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

     (d)    SETTLEMENT WITHOUT CONSENT IF FAILURE TO REIMBURSE. If at any time
an indemnified party shall have requested in writing an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 9(a)(ii) effected without its written consent if
(i) such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to
such settlement being entered into and (iii) such indemnifying party shall not
have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement.

SECTION 10. CONTRIBUTION.

     If the indemnification provided for in Section 9 hereof is for any reason
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, liabilities, claims, damages or expenses referred to therein,
then each indemnifying party shall contribute to the aggregate amount of such
losses, liabilities, claims, damages and expenses incurred by such indemnified
party, as incurred, (i) in such proportion as is appropriate to reflect the
relative benefits received by Global Funding and the relevant Issuing Trust, on
one hand, and the applicable Agent(s), on the other hand, from the offering of
the Notes that were the subject of the claim for indemnification or (ii) if the
allocation provided by clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of Global Funding and the
relevant Issuing Trust, on one hand, and the applicable Agent(s), on the other
hand, in connection with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

     The relative benefits received by Global Funding and the relevant Issuing
Trust, on the one hand, and the applicable Agent(s), on the other hand, in
connection with the offering of the Notes that were the subject of the claim for
indemnification shall be deemed to be in the same respective proportions as the
total net proceeds from the offering of such Notes (before deducting expenses)
received by the relevant Issuing Trust and the total discount or commission
received by the applicable Agent(s), as the case may be, bears to the aggregate
initial offering price of such Notes.

     The relative fault of Global Funding and the relevant Issuing Trust, on one
hand, and the applicable Agent(s), on the other hand, shall be determined by
reference to, among other things, whether any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact
relates to information supplied by Global Funding and the relevant Issuing
Trust, on one hand, or by the applicable Agent(s), on the other hand, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

                                       28


     The parties agree that it would not be just and equitable if contribution
pursuant to this Section 10 were determined by pro rata allocation (even if the
Agents were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this Section 10. The aggregate amount of losses, liabilities,
claims, damages and expenses incurred by an indemnified party and referred to
above in this Section 10 shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in investigating, preparing or
defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any applicable untrue or alleged untrue statement or omission or
alleged omission.

     Notwithstanding the provisions of this Section 10, (i) no Agent shall be
required to contribute any amount in excess of the amount by which the total
discount or commission received by such Agent in connection with the offering of
the Notes that were the subject of the claim for indemnification exceeds the
amount of any damages which such Agent has otherwise been required to pay by
reason of any applicable untrue or alleged untrue statement or omission or
alleged omission and (ii) no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. In addition, in connection with an offering of Notes
purchased from an Issuing Trust by two or more Agents as principal, the
respective obligations of such Agents to contribute pursuant to this Section 10
are several, and not joint, in proportion to the aggregate principal amount of
Notes that each such Agent has agreed to purchase from such Issuing Trust.

     For purposes of this Section 10, each director, officer and person, if any,
who controls an Agent within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such
Agent, and each director, officer and trustee (if applicable) of Global Funding
and relevant Issuing Trust, and each person, if any, who controls Global Funding
and the relevant Issuing Trust within the meaning of Section 15 of the 1933 Act
or Section 20 of the 1934 Act shall have the same rights to contribution as
Global Funding and relevant Issuing Trust.

SECTION 11. PAYMENT OF EXPENSES.

     Global Funding will pay all expenses incident to the performance of the
obligations of the Company, Global Funding and the relevant Issuing Trust under
this Agreement, including:

     (a)    The preparation, filing, printing and delivery of the Registration
Statement as originally filed and all amendments thereto and any preliminary
prospectus, the Prospectus and any amendments or supplements thereto;

     (b)    The preparation, printing and delivery of Global Funding Program
Documents and the Issuing Trust Program Documents;

     (c)    The preparation, issuance and delivery of the Notes, including any
fees and expenses relating to the eligibility and issuance of Notes in
book-entry form and the cost of obtaining CUSIP or other identification numbers
for the Notes;

                                       29


     (d)    The fees and disbursements of the Company's, Global Funding's and
each Issuing Trust's accountants, counsel and other advisors or agents
(including any calculation agent or exchange rate agent) and of the Global
Funding Delaware Trustee, Relevant Issuing Trust Trustee, Global Funding
Administrator, Issuing Trust Administrator, Indenture Trustee and Funding Note
Indenture Trustee and their counsel;

     (e)    The reasonable fees and disbursements of counsel to the Agents
incurred in connection with the maintenance of the Programs and, unless
otherwise agreed, incurred from time to time in connection with the transactions
contemplated hereby;

     (f)    The fees charged by the nationally recognized statistical rating
organizations for the rating of the Programs and the Notes;

     (g)    The fees and expenses incurred in connection with any listing of
Notes on a securities exchange;

     (h)    The filing fees incident to, and the reasonable fees and
disbursements of counsel to the Agents in connection with, the review, if any,
by the National Association of Securities Dealers, Inc. (the "NASD"); and

     (i)    Any reasonable advertising and other out-of-pocket expenses of the
Agents incurred with the approval of the Company, Global Funding and the Issuing
Trust.

SECTION 12. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY.

         All representations, warranties and agreements contained in this
Agreement, in certificates of the officers of Global Funding Administrator, the
Issuing Trust Administrator, the Global Funding Delaware Trustee and the
Relevant Issuing Trust Trustee submitted pursuant hereto or thereto shall remain
operative and in full force and effect, regardless of any investigation made by
or on behalf of the Agents or any controlling person of the Agents, or by or on
behalf of the Company, Global Funding or the Issuing Trust, and shall survive
each delivery of and payment for the Notes.

SECTION 13. TERMINATION.

     (a)    TERMINATION OF THIS AGREEMENT. This Agreement (excluding any
agreement by one or more Agents to purchase Notes from an Issuing Trust as
principal) may be terminated for any reason, at any time by (i) Global Funding
as to all the Agents or one or more but less than all the Agents, or (ii) an
Agent as to itself, upon the giving of thirty (30) days' prior written notice of
such termination to the other parties hereto.

     (b)    TERMINATION OF AGREEMENT TO PURCHASE NOTES AS PRINCIPAL. The
applicable Agent(s) may terminate any agreement by such Agent(s) to purchase
Notes from an Issuing Trust as principal, immediately upon notice to such
Issuing Trust, at any time on or prior to the Settlement Date relating thereto,
if (i) there has been, since the date of such agreement or since the respective
dates as of which information is given in the Prospectus, any material adverse
change in the condition, financial or otherwise, or in the earnings, business
affairs or business prospects of the Company and its subsidiaries considered as
one enterprise, or of Global Funding

                                       30


or such Issuing Trust, whether or not arising in the ordinary course of
business, or (ii) there has occurred any material adverse change in the
financial markets in the United States or any outbreak of hostilities or
escalation thereof or other calamity or crisis or any change or development or
event involving a prospective change in national or international political,
financial or economic conditions, in each case the effect of which is such as to
make it, in the judgment of such Agent(s), impracticable or inadvisable to
market such Notes or enforce contracts for the sale of such Notes, (iii) trading
in any securities of the The Allstate Corporation, a publicly owned holding
company incorporated under the laws of the State of Delaware (the
"CORPORATION"), Allstate Insurance Company, a stock property-liability insurance
company incorporated under the laws of the State of Illinois ("AIC"), the
Company, Global Funding or such Issuing Trust has been suspended or materially
limited by the Commission or a national securities exchange, or if trading
generally on the New York Stock Exchange or the American Stock Exchange or in
the Nasdaq National Market has been suspended or materially limited, or minimum
or maximum prices for trading have been fixed, or maximum ranges for prices have
been required, by either of said exchanges or by such system or by order of the
Commission, the NASD or any other governmental authority, or a material
disruption has occurred in commercial banking or securities settlement or
clearance services in the United States, (iv) a banking moratorium has been
declared by either Federal or New York authorities or by the relevant
authorities in the country or countries of origin of any foreign or composite
currency in which such Notes are denominated or payable or (v) the rating
assigned by any nationally recognized statistical rating organization to the
Programs or any other debt securities (including the Notes) of any Issuing Trust
or the financial strength of the Company as of the date of such agreement shall
have been lowered or withdrawn since that date or if any such rating
organization shall have publicly announced that it has under surveillance or
review its rating, with possible negative implications, of the Programs or any
such debt securities (including the Notes) of any Issuing Trust or the financial
strength of the Company.

     (c)    GENERAL. In the event of any such termination, neither party will
have any liability to the other party hereto, except that (i) the Agent(s) shall
be entitled to any commissions earned in accordance with the third paragraph of
Section 3(b) hereof, (ii) if at the time of termination (a) any Agent shall own
any Notes purchased by it from an Issuing Trust as principal or (b) an offer to
purchase any of the Notes has been accepted by an Issuing Trust but the time of
delivery to the purchaser or his agent of such Notes relating thereto has not
occurred, the covenants set forth in Sections 4, 5 and 8 hereof shall remain in
effect until such Notes are so resold or delivered, as the case may be, and
(iii) the provisions of Section 11 hereof, the indemnity and contribution
agreements set forth in Sections 9 and 10 hereof, and the provisions of Sections
12, 15 and 16 hereof shall remain in effect.

SECTION 14. NOTICES.

     Unless otherwise provided herein, all notices required under the terms and
provisions hereof shall be in writing, either delivered by hand, by mail or by
telex, telecopier or telegram, and any such notice shall be effective when
received at the address specified below.

            If to Global Funding or any Issuing Trust:

            Allstate Life Global Funding

                                       31


            c/o AMACAR Pacific Corp.
            6525 Morrison Boulevard
            Suite 318
            Charlotte, NC 28211
            Attention:  President
            Telecopy No.:  (704) 365-1632

            With a copy to the Company at the address set forth below.

            If to the Agents:

            To each Agent at the address specified in SCHEDULE 1.

            With a copy to the Company at the address set forth below.

            Address of the Company:

            Allstate Life Insurance Company
            3100 Sanders Road
            Northbrook, IL 60062
            Attention: Assistant Vice President, Institutional Markets
            Telecopy No.:  (847) 326-6289

or at such other address as such party or the Company may designate from time to
time by notice duly given in accordance with the terms of this Section 13.

SECTION 15. PARTIES.

     This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors. Nothing expressed or mentioned
in this Agreement is intended or shall be construed to give any person, firm or
corporation, other than the parties hereto and their respective successors and
the controlling persons, officers and directors referred to in Sections 9 and 10
hereof and their heirs and legal representatives, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive benefit of the parties hereto and their
respective successors, and said controlling persons, officers and directors and
their heirs and legal representatives, and for the benefit of no other person,
firm or corporation. No purchaser of Notes shall be deemed to be a successor by
reason merely of such purchase.

SECTION 16. GOVERNING LAW; FORUM.

     PURSUANT TO SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK, THIS AGREEMENT AND ALL THE RIGHTS AND OBLIGATIONS OF THE PARTIES SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. ANY SUIT, ACTION OR
PROCEEDING BROUGHT BY THE TRUST AGAINST ANY AGENT IN CONNECTION WITH OR

                                       32


ARISING UNDER THIS AGREEMENT SHALL BE BROUGHT SOLELY IN THE STATE OR FEDERAL
COURT OF APPROPRIATE JURISDICTION LOCATED IN THE BOROUGH OF MANHATTAN, THE CITY
OF NEW YORK.

SECTION 17. EFFECT OF HEADINGS.

     The Article and Section headings herein are for convenience only and shall
not affect the construction hereof.

SECTION 18. COUNTERPARTS.

     This Agreement may be executed in one or more counterparts and, if executed
in more than one counterpart, the executed counterparts hereof shall constitute
a single instrument.

SECTION 19. AMENDMENTS.

     (a)    This Agreement may be amended or supplemented if, but only if, such
amendment or supplement is in writing and is signed by Global Funding and the
Agents. Global Funding and any Issuing Trust may from time to time nominate any
institution as a new Agent hereunder either in respect of the Programs generally
or in relation to a particular Issuing Trust's Notes only; in which event, upon
confirmation by such institution of an initial purchaser accession letter (the
"AGENT ACCESSION LETTER") in the terms or substantially in the form of EXHIBIT
P, such institution shall become a party hereto, subject as provided below, with
all the authority, rights, powers, duties and obligations of an Agent as if
originally named as an Agent hereunder; provided further that, in the case of an
institution which has become an Agent in relation to a particular Issuing
Trust's Notes, following the issue of the relevant Notes, the relevant new Agent
shall have no further authority rights, powers, duties or obligations except
such as may have accrued or been incurred prior to, or in connection with, the
issue of such Issuing Trust's Notes. Any Agent that executes a counterpart to
this Agreement shall simultaneously execute a counterpart to the Representations
and Indemnity Agreement.

     (b)    The parties hereto acknowledge and agree that a copy of each
amendment to this Agreement effected pursuant to this Section 18 shall be
provided promptly by Global Funding to the following Ratings Agencies at the
following addresses:

            Standard & Poor's Ratings Services,
            a division of The McGraw-Hill Companies, Inc.
            55 Water Street
            New York, New York 10041
            Attention: Capital Markets
            Facsimile: (212) 438-5215

            Moody's Investors Service, Inc.
            99 Church Street
            New York, New York 10007
            Attention: Moody's Investors Service Life Insurance Group
            Facsimile: (212) 553-4805

                                       33


or such other addresses previously furnished in writing to Global Funding by any
Rating Agency in the future; PROVIDED, HOWEVER, that any failure by the Trust to
deliver copies of any amendment required to be delivered pursuant to this
Section 19 shall not constitute a breach of or an event of default under this
Agreement. The term "Rating Agency", for purposes of this Section 19, means any
of Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc., Moody's Investors Service, Inc. or any other "nationally recognized
statistical rating organization" (as such term is defined in Rule 436(g)(2) of
the 1933 Act).

SECTION 20. SEPARATE NATURE OF EACH ISSUING TRUST.

     The Agents agree and acknowledge that, as a separate and distinct special
purpose statutory trusts, the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to a particular
Issuing Trust, including such Issuing Trust's obligations under this Agreement
and the applicable Terms Agreement, will be enforceable only against such
Issuing Trust and not against any other Issuing Trust.

SECTION 21. STABILIZATION.

     The Agent(s) may, to the extent permitted by applicable laws, over-allot
and effect transactions in any over-the-counter market or otherwise in
connection with the distribution of the Notes with a view to supporting the
market price of Notes at levels higher than those that might otherwise prevail
in the open market. Such transactions, if commenced, may be discontinued at any
time. In such circumstances, as between an Issuing Trust, on one hand, and one
or more Agents, on the other hand, such Agent(s) shall act as principal, and any
loss resulting from stabilization shall be borne, and any profit arising
therefrom and any sum received by such Agent(s) shall be beneficially retained
by such Agent(s), as the case may be, for such Agents' own account.


                          ***SIGNATURE PAGES FOLLOW***

                                       34


     If the foregoing is in accordance with the Agents' understanding of our
agreement, please sign and return to Global Funding a counterpart hereof,
whereupon this Agreement, along with all counterparts, will become a binding
agreement by and between the Agents and Global Funding in accordance with its
terms.

                                           Very truly yours,


                                           ALLSTATE LIFE GLOBAL FUNDING


                                           By:
                                              -----------------------
                                           Name:
                                           Title:


CONFIRMED AND ACCEPTED,
as of the date first above written:


MERRILL LYNCH, PIERCE, FENNER & SMITH
      INCORPORATED


By:
    -------------------------
      Authorized Signatory


A.G. EDWARDS & SONS, INC.


By:
    -------------------------
      Authorized Signatory


BANC OF AMERICA SECURITIES LLC


By:
    -------------------------
      Authorized Signatory


             *SIGNATURE PAGE TO DISTRIBUTION AGREEMENT, PART 1 OF 3*



BANC ONE CAPITAL MARKETS, INC.


By:
    -------------------------
      Authorized Signatory


BARCLAYS CAPITAL INC.


By:
    -------------------------
      Authorized Signatory


CITIGROUP GLOBAL MARKETS INC.


By:
    -------------------------
      Authorized Signatory


CREDIT SUISSE FIRST BOSTON LLC


By:
    -------------------------
      Authorized Signatory


DEUTSCHE BANK SECURITIES INC.


By:
    -------------------------
      Authorized Signatory


GOLDMAN, SACHS & CO.


By:
    -------------------------
      Authorized Signatory


             *SIGNATURE PAGE TO DISTRIBUTION AGREEMENT, PART 2 OF 3*



J.P. MORGAN SECURITIES INC.


By:
    -------------------------
      Authorized Signatory


LEHMAN BROTHERS INC.


By:
    -------------------------
      Authorized Signatory


MORGAN STANLEY & CO. INCORPORATED


By:
    -------------------------
      Authorized Signatory


UBS SECURITIES LLC


By:
    -------------------------
      Authorized Signatory


By:
    -------------------------
      Authorized Signatory


WACHOVIA SECURITIES L.L.C.


By:
    -------------------------
      Authorized Signatory


             *SIGNATURE PAGE TO DISTRIBUTION AGREEMENT, PART 3 OF 3*



                         INDEX OF EXHIBITS AND SCHEDULES

            EXHIBITS

Exhibit A - Opinion of Internal Counsel for the Company
Exhibit B - Negative Assurance Letter of Counsel for the Company
Exhibit C - Opinion of Counsel for the Company Concerning Certain Insolvency,
        Funding Agreement Authority and Funding Agreement Enforceability Matters
Exhibit D - Opinion of Counsel for the Company Concerning Certain Illinois
        Security Interest Matters
Exhibit E - Opinion of Counsel for the Company Concerning Certain Federal
        Securities and New York Matters
Exhibit F - Opinion of Counsel for the Company Concerning Certain Tax Matters
Exhibit G- Memorandum of Counsel for the Company Concerning Certain Insurance
        Matters
Exhibit H - Negative Assurance Letter of Counsel for the Agents
Exhibit I - Opinion of Counsel for the Global Funding Delaware Trustee and the
        Relevant Issuing Trust Trustee
Exhibit J - Opinion of Counsel for Global Funding Administrator and the Issuing
        Trust Administrator
Exhibit K - Opinion of Counsel for the Indenture Trustee
Exhibit L - Opinion of Counsel for Global Funding and the relevant Issuing Trust
        Concerning Certain Delaware Security Interest Matters
Exhibit M - Opinion of Counsel for Global Funding
Exhibit N - Opinion of Counsel for the relevant Issuing Trust
Exhibit O - Form of Comfort Letter of Deloitte & Touche LLP, Accountants to the
        Company
Exhibit P - Form of Agent Accession Letter

SCHEDULES

Schedule 1 - List of Agents
Schedule 2 - Commission/Discount Schedule for Retail Sales
Schedule 3 - Commission/Discount Schedule for Institutional Sales

                                        i




                                                                     Exhibit 1.3

                     REPRESENTATIONS AND INDEMNITY AGREEMENT

                                                                        , 2004

Merrill Lynch, Pierce, Fenner & Smith
        Incorporated
A.G. Edwards & Sons, Inc.
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Barclays Capital Inc.
Citigroup Global Markets Inc.
Credit Suisse First Boston LLC
Deutsche Bank Securities Inc.
Goldman, Sachs  & Co.
J.P. Morgan Securities Inc.
Lehman Brothers Inc.
Morgan Stanley & Co. Incorporated
UBS Securities LLC
Wachovia Securities L.L.C.

Ladies and Gentlemen:

     Allstate Life Insurance Company, an Illinois stock life insurance company
(the "COMPANY"), in connection with the Allstate Life Global Funding Secured
Medium Term Notes Program (the "INSTITUTIONAL Program") and the Allstate
Life(SM) CoreNotes(SM) Program (the "RETAIL PROGRAM" and, together with the
Institutional Program, the "PROGRAMS"), and in consideration of the Distribution
Agreement dated March -, 2004, as amended, restated or modified from time to
time (the "DISTRIBUTION AGREEMENT"), by and among Merrill Lynch, Pierce, Fenner
& Smith Incorporated and each other institution named on SCHEDULE 1 thereto
(each, an "AGENT" and, collectively the "AGENTS") on the one hand, and Allstate
Life Global Funding, a Delaware statutory trust ("GLOBAL FUNDING") and any
Delaware statutory trust formed, and beneficially owned, by Global Funding
(each, an "ISSUING TRUST" and, collectively, the "ISSUING TRUSTS") that becomes
a party to the Distribution Agreement pursuant to the terms thereof and the
applicable terms agreement (each, a "TERMS AGREEMENT") set forth in Section - of
the series instrument to be executed by each Issuing Trust, Global Funding and
the applicable Agent or Agents, among others (the "SERIES INSTRUMENT"), confirms
its agreement with the Agents with respect to the issue and sale, from time to
time by the Issuing Trusts, of notes due between nine months and thirty years
from the date of issuance (the "NOTES").

     The Notes of each Issuing Trust will be issued pursuant to an indenture, as
amended or modified from time to time, which will adopt and incorporate the
standard indenture terms (each, an "INDENTURE" and, collectively, the
"INDENTURES") between the relevant Issuing Trust and JPMorgan Chase Bank, as
indenture trustee (the "INDENTURE TRUSTEE"). Each Issuing Trust shall issue only
one series of Notes. As of the date of this Agreement, the Issuing Trusts are

- ----------
Allstate Life(SM) is a service mark of Allstate Life Insurance Company.
CoreNotes(R) is a service mark of Merrill Lynch & Co.



authorized to issue collectively up to U.S. $4,000,000,000 aggregate initial
offering price of Notes (or its equivalent as determined in Section 4(p) of the
Distribution Agreement).

     Each Issuing Trust will use the proceeds from the sale of its Notes
immediately to purchase a funding note (each a "FUNDING NOTE") issued by Global
Funding. Each Funding Note will be issued pursuant to a funding note indenture,
as amended or modified from time to time, which will adopt and incorporate the
standard funding note indenture terms (each, a "FUNDING NOTE INDENTURE") between
Global Funding and J.P. Morgan Trust Company, National Association, as the
funding note indenture trustee (the "FUNDING NOTE INDENTURE TRUSTEE"). Global
Funding will immediately use the net proceeds received from the sale of the
applicable Funding Note to purchase a funding agreement (each a "FUNDING
AGREEMENT") issued by the Company. Global Funding will immediately assign
absolutely to, and deposit into the relevant Issuing Trust, the relevant Funding
Agreement(s) and the relevant Funding Note will be surrendered. In connection
with the sale of its Notes, the Issuing Trust will prepare a Pricing Supplement
(the "PRICING SUPPLEMENT") including or incorporating by reference a description
of the terms of the Notes and the terms of the offering.

     Capitalized terms used herein and not otherwise defined herein shall have
the meaning ascribed to them in the Distribution Agreement.

     The Agents include those institutions named from time to time in SCHEDULE 1
to the Distribution Agreement and pursuant to Section 14 of this Agreement. If
any institution is appointed as an Agent only with respect to the Notes of a
particular Issuing Trust, such institution shall only be an Agent with respect
to the Notes of such Issuing Trust.

     The Company has registered shares of its common stock with the Securities
and Exchange Commission (the "COMMISSION") pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "1934 Act") on Form 10 under
the 1934 Act. The Company and Global Funding have filed with the Commission a
registration statement on Form S-3 (No. 333--) and pre-effective amendment no.-
thereto as amended, if applicable (the "REGISTRATION STATEMENT") under the
Securities Act of 1933, as amended (the "1933 ACT") for the registration of the
Funding Agreements, the Funding Notes, and the Notes, and the offering thereof
in accordance with Rule 415 of the rules and regulations of the Commission under
the 1933 Act (the "1933 ACT REGULATIONS"). The Registration Statement has been
declared effective by the Commission, and the form of Indenture and the form of
Funding Note Indenture have been duly qualified under the Trust Indenture Act of
1939, as amended (the "1939 ACT"), and the Company and Global Funding have filed
such post-effective amendments thereto as may be required prior to the
acceptance by Global Funding and any Issuing Trust of any offer for the purchase
of Notes and each such post-effective amendment has been declared effective by
the Commission. The final prospectus and all applicable amendments or
supplements thereto (including the final prospectus supplement and Pricing
Supplement relating to the offering of Notes), in the form first furnished to
the applicable Agent for use in confirming sales of Notes, are collectively
referred to herein as the "PROSPECTUS"; provided, however, that all references
to the "Registration Statement" and the "Prospectus" shall also be deemed to
include all documents incorporated therein by reference pursuant to the 1934
Act, prior to any acceptance by Global Funding and an Issuing Trust of an offer
for the purchase of Notes; provided, further, that if the Company or Global
Funding file a registration statement with the Commission pursuant to Rule

                                        2


462(b) of the 1933 Act Regulations (the "RULE 462(b) REGISTRATION STATEMENT"),
then, after such filing, all references to the "Registration Statement" shall
also be deemed to include the Rule 462(b) Registration Statement. A "PRELIMINARY
PROSPECTUS" shall be deemed to refer to any prospectus used before the
Registration Statement became effective and any prospectus furnished by the
Company or Global Funding after the Registration Statement became effective and
before any acceptance by Global Funding and any Issuing Trust of an offer for
the purchase of its Notes which omitted information to be included upon pricing
in a form of prospectus filed with the Commission pursuant to Rule 424(b) of the
1933 Act Regulations. For purposes of this Agreement, all references to the
Registration Statement, Prospectus or preliminary prospectus or to any amendment
or supplement thereto shall be deemed to include any copy filed with the
Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval
system ("EDGAR").

     All references in this Agreement to financial statements and schedules and
other information which is "disclosed", "contained", "included" or "stated" (or
other references of like import) in the Registration Statement, Prospectus or
preliminary prospectus shall be deemed to include all such financial statements
and schedules and other information which is incorporated by reference in the
Registration Statement, Prospectus or preliminary prospectus, as the case may
be; and all references in this Agreement to amendments or supplements to the
Registration Statement, Prospectus or preliminary prospectus shall be deemed to
include the filing of any document under the 1934 Act which is incorporated by
reference in the Registration Statement, Prospectus or preliminary prospectus,
as the case may be.

SECTION 1.  REPRESENTATIONS AND WARRANTIES.

     (a)    The Company represents and warrants to each Agent as of the date
hereof, as of the date of each acceptance by Global Funding and an Issuing Trust
of an offer for the purchase of Notes (whether to such Agent as principal or
through such Agent as agent), as of the date of each delivery of Notes (whether
to such Agent as principal or through such Agent as agent) (the date of each
such delivery is referred to herein as a "SETTLEMENT DATE"), and as of any time
that the Registration Statement or the Prospectus shall be amended or
supplemented (each of the times referenced above is referred to herein as a
"REPRESENTATION DATE"), as follows:

            (i)    DUE INCORPORATION, GOOD STANDING AND DUE QUALIFICATION OF THE
     COMPANY. The Company is validly existing as a stock life insurance company
     in good standing under the laws of the State of Illinois with corporate
     power and authority to own, lease and operate its properties and to conduct
     its business as described in the Prospectus and to enter into this
     Agreement and consummate the transactions to be performed by the Company as
     contemplated in the Prospectus; the Company is duly qualified as a foreign
     corporation to transact business and is in good standing in each
     jurisdiction in which such qualification is required, whether by reason of
     the ownership or leasing of property or the conduct of business, except
     where the failure to comply with any of the foregoing would not result in a
     material adverse change in the condition (financial or otherwise) or in the
     earnings or business affairs of the Company and its subsidiaries considered
     as one enterprise or on the power or ability of the Company to perform its
     obligations under the Program Documents (as defined in the applicable
     Indenture or form of Indenture, as the case may be) to which the Company is
     a party or to consummate the transactions to be

                                        3


     performed by the Company as contemplated in the Prospectus (a "COMPANY
     MATERIAL ADVERSE EFFECT"); all of the issued and outstanding shares of
     capital stock of the Company have been duly authorized and are validly
     issued, fully paid and non-assessable; and none of the outstanding shares
     of capital stock of the Company were issued in violation of preemptive or
     other similar rights of any securityholder of the Company.

            (ii)   DUE INCORPORATION, GOOD STANDING AND DUE QUALIFICATION OF
     SIGNIFICANT Subsidiaries. Each significant subsidiary (as such term is
     defined in Rule 1-02 of Regulation S-X promulgated under the 1933 Act) of
     the Company, if any (each, a "SIGNIFICANT SUBSIDIARY") is validly existing
     as a corporation in good standing under the laws of the jurisdiction of its
     incorporation, has corporate power and authority to own, lease and operate
     its properties and conduct its business as described in the Prospectus and
     is duly qualified as a foreign corporation to transact business and is in
     good standing in each jurisdiction in which such qualification is required,
     whether by reason of the ownership or leasing of property or the conduct of
     business, except where the failure to comply with any of the foregoing
     would not result in a Company Material Adverse Effect; all of the issued
     and outstanding shares of capital stock of each Significant Subsidiary has
     been duly authorized and is validly issued, fully paid and non-assessable
     and is 100% owned by the Company, directly or through subsidiaries, free
     and clear of any security interest, mortgage, pledge, lien, encumbrance,
     claim or equity; and none of the outstanding shares of capital stock of any
     Significant Subsidiary was issued in violation of preemptive or other
     similar rights of any securityholder of such Significant Subsidiary.

            (iii)  REGISTRATION STATEMENT AND PROSPECTUS; FILING STATUS. Each of
     the Company and Global Funding meet the requirements for use of Form S-3
     under the 1933 Act; the Registration Statement (or any Rule 462(b)
     Registration Statement) has become effective under the 1933 Act and no stop
     order suspending the effectiveness of the Registration Statement (or any
     Rule 462(b) Registration Statement) has been issued under the 1933 Act and
     no proceedings for that purpose have been instituted or are pending or, to
     the knowledge of the Company are contemplated by the Commission, and any
     request on the part of the Commission for additional information has been
     complied with; the form of Indenture has been duly qualified under the 1939
     Act; the form of Funding Note Indenture has been duly qualified under the
     1939 Act; at the respective times that the Registration Statement
     (including any Rule 462(b) Registration Statement) and any post-effective
     amendment thereto (including the filing of the Company's most recent Annual
     Report on Form 10-K with the Commission) became effective and at each
     Representation Date, the Registration Statement (including any Rule 462(b)
     Registration Statement) and any amendments thereto complied and will comply
     in all material respects with the applicable requirements of the 1933 Act
     and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and
     the 1939 Act and the 1939 Act Regulations and did not and will not contain
     an untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading; each preliminary prospectus and Prospectus filed as part of
     the Registration Statement as originally filed or as part of any amendment
     thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so
     filed in all material

                                        4


     respects with the 1933 Act and the 1933 Act Regulations; each preliminary
     prospectus and the Prospectus delivered to an Agent for use in connection
     with the offering of Notes are identical in all material respects to any
     electronically transmitted copies thereof filed with the Commission
     pursuant to EDGAR, except to the extent permitted by Regulation S-T; and at
     the date hereof, at the date of the Prospectus and each amendment or
     supplement thereto and at each Representation Date, neither the Prospectus
     nor any amendment or supplement thereto included or will include an untrue
     statement of a material fact or omitted or will omit to state a material
     fact necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading; provided,
     however, that the representations and warranties in this subsection shall
     not apply to (i) statements in or omissions from the Registration Statement
     or the Prospectus made in reliance upon and in conformity with information
     furnished to the Company in writing by the applicable Agents concerning
     such Agents expressly for use in the Registration Statement or the
     Prospectus or (ii) the parts of the Registration Statement which constitute
     the Statement of Eligibility and Qualification (Form T-1) of the Indenture
     Trustee under the 1939 Act.

            (iv)   INCORPORATED DOCUMENTS. The documents incorporated or deemed
     to be incorporated by reference in the Prospectus, at the time they were or
     hereafter are filed with the Commission, complied and will comply in all
     material respects with the requirements of the 1934 Act and the 1934 Act
     Regulations and, when read together with the other information in the
     Prospectus, at the date hereof, at the date of the Prospectus and at each
     Representation Date, did not and will not include an untrue statement of a
     material fact or omit to state a material fact necessary in order to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading.

            (v)    INDEPENDENT ACCOUNTANTS. The accountants who certified the
     financial statements and any supporting schedules thereto included in the
     Registration Statement and the Prospectus are independent public
     accountants to the extent required by the 1933 Act and the 1933 Act
     Regulations.

            (vi)   COMPANY FINANCIAL STATEMENTS. The consolidated financial
     statements of the Company included in the Registration Statement and the
     Prospectus, together with the related schedules and notes, as well as those
     financial statements, schedules and notes of any entity included in the
     Registration Statement and the Prospectus, present fairly the consolidated
     financial position of the Company and its subsidiaries, or such other
     entity, as the case may be, at the dates indicated and the consolidated
     statement of operations, stockholders' equity and cash flows of the Company
     and its subsidiaries, or such other entity, as the case may be, for the
     periods specified; such financial statements have been prepared in
     conformity with GAAP applied on a consistent basis throughout the periods
     involved; the supporting schedules, if any, included in the Registration
     Statement and the Prospectus present fairly in accordance with GAAP the
     information required to be stated therein; the selected financial data and
     the summary financial information included in the Registration Statement
     and the Prospectus present fairly the information shown therein and have
     been compiled on a basis consistent with that of the audited financial
     statements included in the Registration Statement and the Prospectus; and
     any pro forma consolidated financial statements of the Company and its
     subsidiaries and the related

                                        5


     notes thereto included in the Registration Statement and the Prospectus
     present fairly the information shown therein, have been prepared in
     accordance with the Commission's rules and guidelines with respect to pro
     forma financial statements and have been properly compiled on the bases
     described therein, and the assumptions used in the preparation thereof are
     reasonable and the adjustments used therein are appropriate to give effect
     to the transactions and circumstances referred to therein.

            (vii)  NO MATERIAL CHANGES. Since the respective dates as of which
     information is given in the Registration Statement and the Prospectus,
     except as otherwise stated therein, (1) there has been no event or
     occurrence that would result in a Company Material Adverse Effect and (2)
     there have been no transactions entered into by the Company or any of its
     Significant Subsidiaries, other than those in the ordinary course of
     business, which are material with respect to the Company and its
     subsidiaries considered as one enterprise.

            (viii) AUTHORIZATION OF THIS AGREEMENT AND EACH FUNDING AGREEMENT.
     This Agreement has been and each Funding Agreement when issued will be duly
     authorized, executed and delivered by the Company and will be a valid and
     legally binding agreement of the Company, enforceable against the Company
     in accordance with its terms, except as enforcement thereof may be limited
     by bankruptcy, insolvency, reorganization, moratorium or other similar laws
     affecting the enforcement of creditors' rights generally or by general
     equitable principles (regardless of whether enforcement is considered in a
     proceeding in equity or at law).

            (ix)   ABSENCE OF DEFAULTS AND CONFLICTS. Neither the Company nor
     any of its subsidiaries is in violation of the provisions of its charter or
     by-laws or in default in the performance or observance of any obligation,
     agreement, covenant or condition contained in any contract, indenture,
     mortgage, deed of trust, loan or credit agreement, note, lease or other
     agreement or instrument to which the Company or any of its subsidiaries is
     a party or by which it or any of them may be bound or to which any of the
     property or assets of the Company or any of its subsidiaries is subject
     (collectively, "COMPANY AGREEMENTS AND INSTRUMENTS"), except for such
     defaults that would not result in a Company Material Adverse Effect; the
     execution, delivery and performance of this Agreement, each Funding
     Agreement and any other agreement or instrument entered into or issued or
     to be entered into or issued by the Company in connection with the
     transactions contemplated in the Prospectus, the consummation of the
     transactions contemplated in the Prospectus (including the issuance and
     sale of the Notes and the use of the proceeds therefrom as described in the
     Prospectus) and the compliance by the Company with its obligations
     thereunder have been duly authorized by all necessary corporate action and
     do not and will not, whether with or without the giving of notice or
     passage of time or both, conflict with or constitute a breach of, or
     default or event or condition which gives the holder of any note, debenture
     or other evidence of indebtedness (or any person acting on such holder's
     behalf) the right to require the repurchase, redemption or repayment of all
     or a portion of such indebtedness by the Company or any of its Significant
     Subsidiaries under, or result in the creation or imposition of any lien,
     charge or encumbrance upon any assets, properties or operations of the
     Company or any of its subsidiaries pursuant to, any Company Agreements and
     Instruments, nor will such

                                        6


     action result in any violation of the provisions of the charter, articles
     or by-laws of the Company or any of its subsidiaries or any applicable law,
     statute, rule, regulation, judgment, order, writ or decree of any
     government, government instrumentality or court, domestic or foreign,
     having jurisdiction over the Company or any of its subsidiaries or any of
     their assets, properties or operations.

            (x)    ABSENCE OF PROCEEDINGS. There is no action, suit, proceeding,
     inquiry or investigation before or brought by any court or governmental
     agency or body, domestic or foreign, now pending, or to the knowledge of
     the Company threatened, against or affecting the Company which is required
     to be disclosed in the Registration Statement and the Prospectus (other
     than as stated therein), or which may reasonably be expected to result in a
     Company Material Adverse Effect, or which may reasonably be expected to
     materially and adversely affect the assets, properties or operations
     thereof, the performance by the Company of its obligations under this
     Agreement and the other Program Documents or the consummation of the
     transactions contemplated in the Prospectus; and the aggregate of all
     pending legal or governmental proceedings to which the Company is a party
     or of which any of its assets, properties or operations is the subject
     which are not described in the Registration Statement and the Prospectus,
     including ordinary routine litigation incidental to the business, may not
     reasonably be expected to result in a Company Material Adverse Effect.

            (xi)   POSSESSION OF LICENSES AND PERMITS. The Company and its
     subsidiaries possess such permits, licenses, approvals, consents and other
     authorizations (collectively, "COMPANY GOVERNMENTAL LICENSES") issued by
     the appropriate federal, state, local or foreign regulatory agencies or
     bodies necessary to conduct the business now operated by them; the Company
     and its subsidiaries are in compliance with the terms and conditions of all
     such Company Governmental Licenses, except where the failure so to comply
     would not, singly or in the aggregate, result in a Company Material Adverse
     Effect; all of the Company Governmental Licenses are valid and in full
     force and effect, except where the invalidity of such Company Governmental
     Licenses or the failure of such Company Governmental Licenses to be in full
     force and effect would not result in a Company Material Adverse Effect; and
     neither the Company nor any of its subsidiaries has received any notice of
     proceedings relating to the revocation or modification of any such Company
     Governmental Licenses which, singly or in the aggregate, if the subject of
     an unfavorable decision, ruling or finding, would result in a Company
     Material Adverse Effect.

            (xii)  NO FILINGS, REGULATORY APPROVALS ETC. Other than the filing
     of the applicable financing statements, if any, no filing with, or
     approval, authorization, consent, license, registration, qualification,
     order or decree of, any court or governmental authority or agency, domestic
     or foreign, is necessary or required for the due authorization, execution
     and delivery by the Company of this Agreement, each Funding Agreement or
     the Program Documents or for the performance by the Company of the
     transactions contemplated in this Agreement, each Funding Agreement, the
     Program Documents or the Prospectus, except such as have been previously
     made, obtained or rendered, as applicable.

                                        7


            (xiii) INVESTMENT COMPANY ACT. None of the Company, Global Funding
     and the relevant Issuing Trust is, and upon the sale of the Funding
     Agreements, the Funding Notes and Notes as contemplated by the Programs and
     the application of the net proceeds therefrom as described in the
     Prospectus, will be, an "investment company" within the meaning of the
     Investment Company Act of 1940, as amended (the "1940 ACT").

            (xiv)  ABSENCE OF DEFAULT UNDER EACH FUNDING AGREEMENT. There exists
     no event or circumstance which does or may (with the passing of time, the
     giving of notice, the making of any determination, or any combination
     thereof) be reasonably expected to constitute an event of default under any
     outstanding Funding Agreement.

            (xv)   FUNDING AGREEMENT LISTED ON ANY STOCK EXCHANGE. If specified
     in a Pricing Supplement, the Funding Agreement described in such Pricing
     Supplement shall be listed on the securities exchange designated in such
     Pricing Supplement.

     (b)    ADDITIONAL CERTIFICATIONS. Any certificate signed by any officer of
the Company and delivered to one or more Agents or to counsel for the Agents in
connection with an offering of Notes by an Issuing Trust to one or more Agents
as principal or through an Agent as agent shall be deemed a representation and
warranty by the Company to such Agent(s) as to the matters covered thereby on
the date of such certificate and, unless subsequently amended or supplemented,
at each Representation Date subsequent thereto.

SECTION 2.  COVENANTS OF THE COMPANY.

     The Company covenants and agrees with each Agent as follows:

     (a)    NOTICE OF CERTAIN EVENTS. The Company with respect to the
Registration Statement and Prospectus will notify the Agents immediately, and
confirm such notice in writing of (i) the effectiveness of any post-effective
amendment to the Registration Statement or the filing of any amendment or
supplement to the Prospectus (other than any amendment or supplement thereto
providing solely for the determination of the variable terms of the Notes), (ii)
the receipt of any comments from the Commission, (iii) any request by the
Commission for any amendment to the Registration Statement or any amendment or
supplement to the Prospectus or for additional information, or (iv) the issuance
by the Commission of any stop order suspending the effectiveness of the
Registration Statement or Form 10, or of any order preventing or suspending the
use of any preliminary prospectus or Prospectus, or of the initiation of any
proceedings for that purpose. With respect to the Registration Statement, the
Company will make every reasonable effort to prevent the issuance of any stop
order and, if any stop order is issued, to obtain the lifting thereof at the
earliest possible moment.

     (b)    FILING OR USE OF AMENDMENTS. The Company will give each Agent
advance notice of its intention to file or prepare any additional registration
statement with respect to the registration of additional Funding Agreements, any
amendment to the Registration Statement (including any filing under Rule 462(b)
of the 1933 Act Regulations) or any amendment or supplement to the prospectus
included in the Registration Statement at the time it became effective or to the
Prospectus (other than an amendment or supplement thereto providing solely for
the determination of the variable terms of the Notes), whether pursuant to the
1933 Act, the

                                        8


1934 Act or otherwise, will furnish to such Agents copies of any such document a
reasonable amount of time prior to such proposed filing or use, as the case may
be, and will not file any such document to which an Agent or counsel for the
Agents shall object.

     (c)    DELIVERY OF THE REGISTRATION STATEMENT. The Company has furnished to
the Agents and to counsel for the Agents, without charge, signed and conformed
copies of the Registration Statement as originally filed and of each amendment
thereto (including exhibits filed therewith or incorporated by reference therein
and documents incorporated or deemed to be incorporated by reference therein)
and signed and conformed copies of all consents and certificates of experts. The
Registration Statement and each amendment thereto furnished to an Agent will be
identical in all material respects to any electronically transmitted copies
thereof filed with the Commission pursuant to EDGAR, except to the extent
permitted by Regulation S-T.

     (d)    DELIVERY OF THE PROSPECTUS. Pursuant to the Distribution Agreement,
Global Funding will deliver to each Agent, without charge, as many copies of
each preliminary prospectus as such Agent may reasonably request; the Company
hereby consents to the use of such copies for purposes permitted by the 1933
Act.

     (e)    REVISIONS OF PROSPECTUS -- MATERIAL CHANGES. Except as otherwise
provided in Section 2(i), if at any time during the term of this Agreement any
event shall occur or condition shall exist as a result of which it is necessary,
in the opinion of counsel for the Agents or counsel for the Company to amend the
Registration Statement in order that the Registration Statement will not contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
or to amend or supplement the Prospectus in order that the Prospectus will not
include an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading in the light of
the circumstances existing at the time the Prospectus is delivered to a
purchaser, or if it shall be necessary, in the opinion of any such counsel, to
amend the Registration Statement or amend or supplement the Prospectus in order
to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as
applicable, the Company shall give immediate notice, confirmed in writing, to
the Agents to cease the solicitation of offers for the purchase of Notes in
their capacity as agent and to cease sales of any Notes they may then own as
principal, and the Company will promptly prepare and file with the Commission,
subject to Section 2(b) hereof, such amendment or supplement as may be necessary
to correct such statement or omission or to make the Registration Statement and
Prospectus comply with such requirements, and the Company will furnish to the
Agents, without charge, such number of copies of such amendment or supplement as
the Agents may reasonably request. In addition, the Company will comply with the
1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations so
as to permit the completion of the distribution of each offering of Notes.

     (f)    PERIODIC FINANCIAL INFORMATION. Except as otherwise provided in
Section 2(i), on or prior to the date on which there shall be released to the
general public interim financial statement information related to the Company
with respect to each of the first three quarters of any fiscal year or
preliminary financial statement information with respect to any fiscal year, the
Company shall furnish such information to the Agents, confirmed in writing.

                                        9


     (g)    AUDITED FINANCIAL INFORMATION. Except as otherwise provided in
Section 2(i), on or prior to the date on which there shall be released to the
general public financial information included in or derived from the audited
consolidated financial statements of the Company for the preceding fiscal year,
the Company shall furnish such information to the Agents, confirmed in writing.

     (h)    REPORTING REQUIREMENTS. The Company, during the period when the
Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will
file, and will cause to be filed, all documents required to be filed with the
Commission pursuant to the 1934 Act within the time periods prescribed by the
1934 Act and the 1934 Act Regulations.

     (i)    SUSPENSION OF CERTAIN OBLIGATIONS. The Company shall not be required
to comply with the provisions of Sections 2(e), 2(f) or 2(g) during any period
commencing from the time (i) the Agents shall have suspended solicitation of
offers for the purchase of Notes in their capacity as agents pursuant to a
request from Global Funding or any Issuing Trust pursuant to the Distribution
Agreement and (ii) no Agent shall then hold any Notes purchased from any Issuing
Trust as principal, and ending at the time Global Funding and the applicable
Issuing Trust shall determine that solicitation of offers for the purchase of
Notes should be resumed or an Agent shall subsequently purchase Notes from an
Issuing Trust as principal.

     (j)    EARNINGS STATEMENTS. The Company will timely file such reports
pursuant to the 1934 Act and the 1934 Act Regulations, as are necessary in order
to make generally available to its securityholders as soon as practicable an
earnings statement for the purposes of, and to provide the benefits contemplated
by, the last paragraph of Section 11(a) of the 1933 Act.

     (k)    USE OF PROCEEDS. The Company will use the net proceeds received by
it from the issuance and sale of the Funding Agreements in the manner specified
in the Prospectus.

     (l)    AUTHORIZATION TO ACT ON BEHALF OF THE COMPANY. The Company will,
from time to time, without request, deliver to the Agents a certificate as to
the names and signatures of those persons authorized to act on behalf of the
Company in relation to the Programs if such information has changed.

     (m)    RESTRICTIONS ON THE OFFER AND SALE OF FUNDING AGREEMENTS. Except in
connection with the Retail Program and as otherwise agreed, the Company shall
not issue or agree to issue, during the period commencing on the date of the
agreement of an Agent(s) to purchase Notes as principal or solicit offers for
the purchase of Notes as agent and continuing to and including the Settlement
Date with respect to such Notes, any Funding Agreement or similar agreement for
the purpose of supporting the issuance by a special purpose entity of securities
substantially similar to such Notes to the same potential investors (other than
any Funding Agreement issued or to be issued to the relevant Issuing Trust in
connection with the Notes to be offered and/or sold to or through such Agents),
in each case without prior notice to the applicable Agent(s). Notwithstanding
the foregoing, the Company shall be permitted to issue or agree to issue, during
the aforementioned time period, Funding Agreements or similar agreements to
Allstate Life Funding, LLC.

     (n)    BLUE SKY QUALIFICATIONS. The Company shall endeavor to qualify the
Funding Agreements for offer and sale under the securities or blue sky laws of
such jurisdictions as the

                                       10


Agents shall reasonably request and to maintain such qualifications for as long
as such Agents shall reasonably request.

SECTION 3.  COVENANTS OF THE AGENTS.

     (a)    The Agents shall comply with all of their obligations under the
Distribution Agreement.

     (b)    The Agents shall not agree to any amendment or modification of the
Distribution Agreement without the prior written consent of the Company.

SECTION 4.  ADDITIONAL COVENANTS OF THE COMPANY.

     The Company further covenants and agrees with each Agent as follows:

     (a)    REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES. Each acceptance by
Global Funding and an Issuing Trust of an offer for the purchase of Notes
(whether to one or more Agents as principal or through one or more Agents as
agent), and each delivery of its Notes (whether to one or more Agents as
principal or through an Agent as agent) shall be deemed to be an affirmation
that the representations and warranties of the Company contained in any
certificate theretofore delivered to such Agent pursuant hereto are true and
correct at the time of such acceptance or sale, as the case may be, and an
undertaking that such representations and warranties will be true and correct at
the time of delivery to such Agent(s) or to the purchaser or its agent, as the
case may be, of the Notes relating to such acceptance or sale, as the case may
be, as though made at and as of each such time (it being understood that such
representations and warranties shall relate to the Registration Statement and
Prospectus as amended and supplemented to each such time).

     (b)    SUBSEQUENT DELIVERY OF CERTIFICATES. Each time that (i) the
Registration Statement or Prospectus shall be amended or supplemented (other
than by (A) an amendment or supplement providing solely for the determination of
the variable terms of the Notes and (B) an amendment deemed to have occurred as
a result of a periodic filing by the Company, Global Funding or any Issuing
Trust under the 1934 Act or the 1934 Act Regulations, except any quarterly
report of the Company on Form 10-Q or any annual report of the Company on Form
10-K (any such report, an "SEC PERIODIC REPORT")), (ii) (if required in
connection with the purchase of Notes from an Issuing Trust by one or more
Agents as principal) an Issuing Trust sells Notes to one or more Agents as
principal or (iii) an Issuing Trust sells Notes in a form not previously
certified to the Agents by such Issuing Trust, the Company shall furnish or
cause to be furnished to the Agents, forthwith a certificate dated the date of
filing with the Commission or the date of effectiveness of such amendment or
supplement, as applicable, or the date of such sale, as the case may be, in form
satisfactory to the Agents to the effect that the statements contained in the
certificate referred to in Section 6(d) of the Distribution Agreement which were
last furnished to the Agents are true and correct at the time of the filing or
effectiveness of such amendment or supplement, as applicable, or the time of
such sale, as the case may be, as though made at and as of such time (except
that such statements shall be deemed to relate to the Registration Statement and
the Prospectus as amended and supplemented to such time) or, in lieu

                                       11


of such certificate, a certificate of the same tenor as the certificate referred
to in Section 6(d) of the Distribution Agreement, modified as necessary to
relate to the Registration Statement and the Prospectus as amended and
supplemented to the time of delivery of such certificate (it being understood
that, in the case of clause (ii) above, any such certificate shall also include
a certification that there has been no material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs or business
prospects of the Company and its subsidiaries considered as one enterprise since
the date of the agreement by such Agent to purchase Notes from the relevant
Issuing Trust as principal); PROVIDED, HOWEVER, that any delivery of
certificates as required by this Section 4(b) due to the filing of an SEC
Periodic Report shall only be required to be delivered prior to the pricing date
for Notes issued immediately after such SEC Periodic Report.

SECTION 5.  INDEMNIFICATION.

     (a)    INDEMNIFICATION OF THE AGENT. The Company agrees to indemnify and
hold harmless each Agent, its directors and officers and each person, if any,
who controls such Agent within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act as follows:

            (i)    against any and all loss, liability, claim, damage and
     expense whatsoever, as incurred, arising out of an untrue statement or
     alleged untrue statement of a material fact contained in the Registration
     Statement (or any amendment thereto) or the omission or alleged omission
     therefrom of a material fact required to be stated therein or necessary to
     make the statements therein not misleading, or arising out of an untrue
     statement or alleged untrue statement of a material fact included in any
     preliminary prospectus or the Prospectus (or any amendment or supplement
     thereto), or the omission or alleged omission therefrom of a material fact
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading;

            (ii)   against any and all loss, liability, claim, damage and
     expense whatsoever, as incurred, to the extent of the aggregate amount paid
     in settlement of any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission, provided that (subject to Section
     5(d) hereof) any such settlement is effected with the written consent of
     the Company; and

            (iii)  against any and all expense whatsoever, as incurred
     (including the fees and disbursements of counsel chosen by such Agent),
     reasonably incurred in investigating, preparing or defending against any
     litigation, or any investigation or proceeding by any governmental agency
     or body, commenced or threatened, or any claim whatsoever based upon any
     such untrue statement or omission, or any such alleged untrue statement or
     omission, to the extent that any such expense is not paid under
     subparagraph (i) or (ii) above;

PROVIDED, HOWEVER, that this indemnity does not apply to any loss, liability,
claim, damage or expense to the extent arising out of (i) an untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished to the Company by the Agents
concerning the Agents expressly for use in the

                                       12


Registration Statement (or any amendment thereto) or any preliminary prospectus
or the Prospectus (or any amendment or supplement thereto), (ii) any use of the
Prospectus by the Agents to sell Notes or solicit offers for the purchase of
Notes (x) after such time as the Company shall have provided written notice
pursuant to Section 2(e) hereunder or Global Funding shall have provided written
notice pursuant to Section 4(g) under the Distribution Agreement to the Agents
to cease the sale of Notes and solicitation of offers for the purchase of Notes
and (y) before such time as Global Funding and the Company shall have furnished
the Agents with copies of such amendment or supplement to the Prospectus
pursuant to Section 2(e) hereunder or Section 4(g) of the Distribution Agreement
or (iii) a claim for indemnity made under the Distribution Agreement, only to
the extent such claim has previously been satisfied by the Company pursuant to
the terms of the Distribution Agreement.

     (b)    INDEMNIFICATION OF THE COMPANY. Each Agent agrees, severally but not
jointly, to indemnify and hold harmless the Company, its directors, officers and
trustees (if applicable) who signed the Registration Statement and each person,
if any, who controls the Company within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act against any and all loss, liability, claim,
damage and expense described in the indemnity contained in Section 5(a) hereof,
as incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto) or any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with written
information furnished to the Company by such Agent concerning such Agent
expressly for use in the Registration Statement (or any amendment thereto) or
such preliminary prospectus or the Prospectus (or any amendment or supplement
thereto).

     (c)    ACTIONS AGAINST PARTIES; NOTIFICATION. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 5(a) hereof or
Section 9(a) of the Distribution Agreement, counsel to the indemnified parties
shall be selected by the applicable Agent(s) and, in the case of parties
indemnified pursuant to Section 5(b) hereof or Section 9(b) of the Distribution
Agreement, counsel to the indemnified shall be selected by the Company and
Global Funding. An indemnifying party may participate at its own expense in the
defense of any such action; provided, however, that counsel to the indemnifying
party shall not (except with the consent of the indemnified party) also be
counsel to the indemnified party. In no event shall the indemnifying parties
(collectively with any other indemnifying parties in connection with the
Distribution Agreement), whether such indemnity is claimed hereunder or under
the Distribution Agreement, be liable for fees and expenses of more than one
counsel (in addition to any local counsel) separate from their own counsel for
all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances.

     No indemnifying party under this Agreement or the Distribution Agreement,
shall, without the prior written consent of the indemnified parties under this
Agreement and the Distribution Agreement, settle or compromise or consent to the
entry of any judgment with

                                       13


respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever in
respect of which indemnification or contribution could be sought under this
Section 5 or Section 6 hereof (whether or not the indemnified parties are actual
or potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.

     (d)    SETTLEMENT WITHOUT CONSENT IF FAILURE TO REIMBURSE. If at any time
an indemnified party shall have requested in writing an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 5(a)(ii) effected without its written consent if
(i) such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to
such settlement being entered into and (iii) such indemnifying party shall not
have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement.

SECTION 6.  CONTRIBUTION.

     If the indemnification provided for in Section 5 hereof is for any reason
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, liabilities, claims, damages or expenses referred to therein,
then each indemnifying party shall contribute to the aggregate amount of such
losses, liabilities, claims, damages and expenses incurred by such indemnified
party, as incurred, (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company, on one hand, and the applicable
Agent(s), on the other hand, from the offering of the Notes that were the
subject of the claim for indemnification or (ii) if the allocation provided by
clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company, on one hand, and the
applicable Agent(s), on the other hand, in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.

     The relative benefits received by the Company, on the one hand, and the
applicable Agent(s), on the other hand, in connection with the offering of the
Notes that were the subject of the claim for indemnification shall be deemed to
be in the same respective proportions as the total net proceeds from the
offering of such Notes (before deducting expenses) received by the Company and
the total discount or commission received by the applicable Agent(s), as the
case may be, bears to the aggregate initial offering price of such Notes.

     The relative fault of the Company, on one hand, and the applicable
Agent(s), on the other hand, shall be determined by reference to, among other
things, whether any untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by the Company, on one hand, or by the applicable Agent(s), on the
other hand, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

                                       14


     The parties agree that it would not be just and equitable if contribution
pursuant to this Section 6 were determined by pro rata allocation (even if the
Agents were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this Section 6. The aggregate amount of losses, liabilities, claims,
damages and expenses incurred by an indemnified party and referred to above in
this Section 6 shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever based upon any
applicable untrue or alleged untrue statement or omission or alleged omission.

     Notwithstanding the provisions of this Section 6, (i) no Agent shall be
required to contribute any amount in excess of the amount by which the total
discount or commission received by such Agent in connection with the offering of
the Notes that were the subject of the claim for indemnification exceeds the
amount of any damages which such Agent has otherwise been required to pay by
reason of any applicable untrue or alleged untrue statement or omission or
alleged omission and (ii) no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. In addition, in connection with an offering of Notes
purchased from an Issuing Trust by two or more Agents as principal, the
respective obligations of such Agents to contribute pursuant to this Section 6
are several, and not joint, in proportion to the aggregate principal amount of
Notes that each such Agent has agreed to purchase from such Issuing Trust.

     For purposes of this Section 6, each director, officer and person, if any,
who controls an Agent within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such
Agent, and each director, officer and trustee (if applicable) of the Company,
and each person, if any, who controls the Company within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as the Company.

SECTION 7.  REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY.

     All representations, warranties and agreements contained in this Agreement,
in certificates submitted pursuant hereto shall remain operative and in full
force and effect, regardless of any investigation made by or on behalf of the
Agents or any controlling person of the Agents, or by or on behalf of the
Company, and shall survive each delivery of and payment for the Notes.

SECTION 8.  TERMINATION.

     (a)    TERMINATION OF THIS AGREEMENT. This Agreement shall terminate as
     follows:

            (i)    With respect to all Agents, automatically and simultaneously
     with the termination of the Distribution Agreement with respect to all
     Agent(s) (such termination shall be effective immediately);

                                       15


            (ii)   With respect to all Agents, at any time at the option of the
     Company, if the Distribution Agreement is amended or supplemented without
     the Company's prior written consent (such termination shall be effective
     immediately upon exercise of such option);

            (iii)  With respect to the applicable Agent(s), at any time at the
     option of the Company, if any use of the Prospectus by the applicable
     Agent(s) to sell Notes or solicit offers for the purchase of Notes occurs
     (x) after such time as the Company shall have provided written notice
     pursuant to Section 2(e) hereunder or Global Funding shall have provided
     written notice pursuant to Section 4(g) of the Distribution Agreement to
     the applicable Agent(s) to cease the sale of Notes and solicitation of
     offers for the purchase of Notes and (y) before such time as the Company
     shall have furnished the applicable Agent(s) with copies of such amendment
     or supplement to the Prospectus pursuant to Section 2(e) hereunder or
     Section 4(g) of the Distribution Agreement (such termination shall be
     effective immediately upon exercise of such option); or

            (iv)   With respect to the applicable Agent(s), at any time at the
     option of the Company, if the applicable Agent(s) is added or deleted as a
     party to this Agreement without the prior written consent of the Company
     (such termination shall be effective immediately upon exercise of such
     option).

     (b)    GENERAL. In the event of any such termination, neither party will
have any liability to the other party hereto, except that (i) the applicable
Agent(s) shall be entitled to any commissions earned in accordance with the
Distribution Agreement, (ii) if at the time of termination (a) any applicable
Agent shall own any Notes purchased by it from an Issuing Trust as principal or
(b) an offer to purchase any of the Notes has been accepted by an Issuing Trust
but the time of delivery to the purchaser or his agent of such Notes relating
thereto has not occurred, the covenants set forth in Sections 2 and 4 hereof
shall remain in effect until such Notes are so resold or delivered, as the case
may be, and (iii) the covenant set forth in Section 2(j) hereof, the indemnity
and contribution agreements set forth in Sections 5 and 6 hereof, and the
provisions of Sections 7, 10 and 11 hereof shall remain in effect.

SECTION 9.  NOTICES.

     Unless otherwise provided herein, all notices required under the terms and
provisions hereof shall be in writing, either delivered by hand, by mail or by
telex, telecopier or telegram, and any such notice shall be effective when
received at the address specified below.

            If to the Company:

            Allstate Life Insurance Company
            3100 Sanders Road, Suite M3A
            Northbrook, Illinois 60062
            Attention:  Assistant Vice President, Institutional Markets
            Telecopy No.:  (847) 402-5000

            If to the Agents:

                                       16


            To each Agent at the address specified in SCHEDULE 1 to the
            Distribution Agreement.

or at such other address as such party may designate from time to time by notice
duly given in accordance with the terms of this Section 9.

SECTION 10. PARTIES.

     This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors. Nothing expressed or mentioned
in this Agreement is intended or shall be construed to give any person, firm or
corporation, other than the parties hereto and their respective successors and
the controlling persons, officers and directors referred to in Sections 5 and 6
hereof and their heirs and legal representatives, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive benefit of the parties hereto and their
respective successors, and said controlling persons, officers and directors and
their heirs and legal representatives, and for the benefit of no other person,
firm or corporation. No purchaser of Notes shall be deemed to be a successor by
reason merely of such purchase.

SECTION 11. GOVERNING LAW; FORUM.

     PURSUANT TO SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK, THIS AGREEMENT AND ALL THE RIGHTS AND OBLIGATIONS OF THE PARTIES SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. ANY SUIT, ACTION OR
PROCEEDING BROUGHT BY THE COMPANY AGAINST ANY AGENT IN CONNECTION WITH OR
ARISING UNDER THIS AGREEMENT SHALL BE BROUGHT SOLELY IN THE STATE OR FEDERAL
COURT OF APPROPRIATE JURISDICTION LOCATED IN THE BOROUGH OF MANHATTAN, THE CITY
OF NEW YORK.

SECTION 12. EFFECT OF HEADINGS.

     The Article and Section headings herein are for convenience only and shall
not affect the construction hereof.

SECTION 13. Counterparts.

     This Agreement may be executed in one or more counterparts and, if executed
in more than one counterpart, the executed counterparts hereof shall constitute
a single instrument.

SECTION 14. AMENDMENTS.

     This Agreement may be amended or supplemented if, but only if, such
amendment or supplement is in writing and is signed by the Company and the
Agents. In accordance with the Distribution Agreement, Global Funding may from
time to time nominate any institution as a

                                       17


new Agent under the Distribution Agreement either in respect of the Programs
generally or in relation only to the Notes of a particular Issuing Trust, and
upon such nomination, if not already executed, such Agent(s) will execute a
counterpart of this Agreement.

SECTION 15. SEPARATE NATURE OF EACH ISSUING TRUST.

     The Agents agree and acknowledge that, as a separate and distinct special
purpose statutory trusts, the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to a particular
Issuing Trust, including such Issuing Trust's obligations under this Agreement
and the applicable Terms Agreement, will be enforceable only against such
Issuing Trust and not against any other Issuing Trust.


                         *** SIGNATURE PAGES FOLLOW ***

                                       18


     If the foregoing is in accordance with the Agents' understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this Agreement, along with all counterparts, will become a binding agreement by
and between the Agents and the Company in accordance with its terms.

                                                Very truly yours,


                                                ALLSTATE LIFE INSURANCE COMPANY

                                                By:
                                                   -----------------------------
                                                Name:
                                                Title:


CONFIRMED AND ACCEPTED,
 as of the date first above written:

MERRILL LYNCH, PIERCE, FENNER & SMITH
      INCORPORATED

By:
     -------------------------
      Authorized Signatory


A.G. EDWARDS & SONS, INC.


By:
     -------------------------
      Authorized Signatory


BANC OF AMERICA SECURITIES LLC


By:
     -------------------------
      Authorized Signatory


    *SIGNATURE PAGE TO REPRESENTATIONS AND INDEMNITY AGREEMENT, PART 1 OF 3*



BANC ONE CAPITAL MARKETS, INC.


By:
    -------------------------
      Authorized Signatory


BARCLAYS CAPITAL INC.


By:
    -------------------------
      Authorized Signatory


CITIGROUP GLOBAL MARKETS INC.


By:
    -------------------------
      Authorized Signatory


CREDIT SUISSE FIRST BOSTON LLC


By:
    -------------------------
      Authorized Signatory


DEUTSCHE BANK SECURITIES INC.


By:
    -------------------------
      Authorized Signatory


GOLDMAN, SACHS & CO.


By:
    -------------------------
      Authorized Signatory


    *SIGNATURE PAGE TO REPRESENTATIONS AND INDEMNITY AGREEMENT, PART 3 OF 3*



J.P. MORGAN SECURITIES INC.


By:
    -------------------------
      Authorized Signatory


LEHMAN BROTHERS INC.


By:
    -------------------------
      Authorized Signatory

MORGAN STANLEY & CO. INCORPORATED


By:
    -------------------------
      Authorized Signatory


UBS SECURITIES LLC

By:
    -------------------------
      Authorized Signatory


By:
    -------------------------
      Authorized Signatory


WACHOVIA SECURITIES L.L.C.


By:
    -------------------------
      Authorized Signatory


    *SIGNATURE PAGE TO REPRESENTATIONS AND INDEMNITY AGREEMENT, PART 3 OF 3*




                                                                     Exhibit 3.4

                  AMENDED AND RESTATED CERTIFICATE OF TRUST OF
                          ALLSTATE LIFE GLOBAL FUNDING

     THIS Amended and Restated Certificate of Trust, dated as of [ ] of Allstate
Life Global Funding (the "Amended and Restated Certificate of Trust") amends and
restates in its entirety the Certificate of Trust of Allstate Life Global
Funding, dated as of June 24, 2002.

     1.   Name. The name of the statutory trust is Allstate Life Global Funding
(the "Trust").

     2.   Delaware Trustee. The name and business address of the trustee of the
Trust with its principal place of business in the State of Delaware is
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware, 19890-0001, Attention: Corporate Trust Administration.

     3.   Effective Time. This Amended and Restated Certificate of Trust will be
effective upon its filing with the Secretary of State of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned, being the Delaware Trustee of the
Trust as of the date of filing of this Amended and Restated Certificate of
Trust, has executed this Amended and Restated Certificate of Trust as of the
date first above written in accordance with Section 3811(a) of the Delaware
Statutory Trust Act (12 Del. Code, Section 3801 et seq.).

                              Wilmington Trust Company, not in its
                              individual capacity but solely as Delaware Trustee


                              By:
                                 -----------------------------------------------
                                 Name:
                                 Title:




                                                                     Exhibit 3.5

                             CERTIFICATE OF TRUST OF
                 ALLSTATE LIFE GLOBAL FUNDING TRUST [  ] - [ ]

     THIS Certificate of Trust of Allstate Life Global Funding Trust [ ] - [ ]
(the "Trust"), is being duly executed and filed by the undersigned trustees to
form a statutory trust under the Delaware Statutory Trust Act (12 Del. Code,
Section 3801 et seq.) (the "Act").

     1.   Name. The name of the statutory trust formed hereby is Allstate Life
Global Funding Trust [   ] - [ ].

     2.   Delaware Trustee. The name and business address of the trustee of the
Trust with its principal place of business in the State of Delaware is
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware, 19890-0001, Attention: Corporate Trust Administration.

     3.   Effective Time. This Certificate of Trust will be effective upon its
filing with the Secretary of State of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned, being all of the trustees of the Trust
as of the date of filing of this Certificate of Trust, have executed this
Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

                              Wilmington Trust Company, not in its
                              individual capacity but solely as Delaware Trustee


                              By:
                                 -----------------------------------------------
                                 Name:
                                 Title:




                                                                     EXHIBIT 4.2

================================================================================


                      AMENDED AND RESTATED TRUST AGREEMENT

                                 WITH RESPECT TO

                          ALLSTATE LIFE GLOBAL FUNDING

                               DATED AS OF -, 2004


================================================================================



                                TABLE OF CONTENTS




                                                                                                        PAGE
                                                                                                        ----
                                                                                                       
ARTICLE 1    DEFINITIONS...................................................................................1

   SECTION 1.1    DEFINITIONS..............................................................................1
   SECTION 1.2    OTHER DEFINITIONAL PROVISIONS............................................................5

ARTICLE 2    CREATION OF TRUST.............................................................................6

   SECTION 2.1    NAME; AMENDMENT AND RESTATEMENT OF BASE TRUST AGREEMENT..................................6
   SECTION 2.2    OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS..............................6
   SECTION 2.3    STATUTORY TRUST..........................................................................6
   SECTION 2.4    TRUST BENEFICIAL OWNER...................................................................6
   SECTION 2.5    PURPOSES OF THE TRUST....................................................................6
   SECTION 2.6    ALLOCATION OF TRUST EXPENSES.............................................................7
   SECTION 2.7    LIABILITY................................................................................7
   SECTION 2.8    SITUS OF TRUST...........................................................................7

ARTICLE 3    PAYMENT ACCOUNT...............................................................................7

ARTICLE 4    FUNDING NOTE..................................................................................8

   SECTION 4.1    ISSUANCE OF FUNDING NOTE.................................................................8
   SECTION 4.2    ACQUISITION OF FUNDING AGREEMENT(S) AND CANCELLATION OF INDEBTEDNESS
                  REPRESENTED BY FUNDING NOTE..............................................................8

ARTICLE 5    REPRESENTATIONS AND WARRANTIES BY THE DELAWARE TRUSTEE........................................8

ARTICLE 6    DELAWARE TRUSTEE..............................................................................9

   SECTION 6.1    GENERAL AUTHORITY........................................................................9
   SECTION 6.2    GENERAL DUTIES..........................................................................13
   SECTION 6.3    SPECIFIC DUTIES.........................................................................13
   SECTION 6.4    ACCEPTANCE OF TRUST AND DUTIES; LIMITATION ON LIABILITY.................................14
   SECTION 6.5    RELIANCE; ADVICE OF COUNSEL.............................................................17
   SECTION 6.6    DELEGATION OF AUTHORITIES AND DUTIES....................................................18

ARTICLE 7    TERMINATION..................................................................................18

   SECTION 7.1    TERMINATION OF AGREEMENT................................................................18

ARTICLE 8    SUCCESSOR AND ADDITIONAL DELAWARE TRUSTEES...................................................19

   SECTION 8.1    ELIGIBILITY REQUIREMENTS FOR THE DELAWARE TRUSTEE.......................................19
   SECTION 8.2    RESIGNATION OR REMOVAL OF THE DELAWARE TRUSTEE..........................................19
   SECTION 8.3    SUCCESSOR DELAWARE TRUSTEE..............................................................20



                                        i


                                                                                                       
   SECTION 8.4    MERGER OR CONSOLIDATION OF DELAWARE TRUSTEE.............................................21

ARTICLE 9    MISCELLANEOUS PROVISIONS.....................................................................21

   SECTION 9.1    LIMITATION ON RIGHTS OF OTHERS..........................................................21
   SECTION 9.2    AMENDMENTS..............................................................................21
   SECTION 9.3    NOTICES.................................................................................23
   SECTION 9.4    NO RECOURSE.............................................................................23
   SECTION 9.5    LIMITED RECOURSE........................................................................24
   SECTION 9.6    NO PETITION.............................................................................24
   SECTION 9.7    GOVERNING LAW...........................................................................24
   SECTION 9.8    SEVERABILITY............................................................................24
   SECTION 9.9    THIRD PARTY BENEFICIARIES...............................................................24
   SECTION 9.10   COUNTERPARTS............................................................................24





                                       ii


     THIS AMENDED AND RESTATED TRUST AGREEMENT (this "AMENDED AND RESTATED TRUST
AGREEMENT") dated and effective as of -, 2004, is entered into among the
undersigned Delaware Trustee (as defined below), the Administrator (as defined
below) and the Trust Beneficial Owner (as defined below):

     WHEREAS, the Delaware Trustee and the Trust Beneficial Owner have entered
into that certain Trust Agreement, dated as of June 24, 2002 (the "BASE TRUST
AGREEMENT"), and the parties hereto desire to amend and restate the Base Trust
Agreement in its entirety.

     NOW, THEREFORE, in consideration of the premises and the covenants set
forth in this Amended and Restated Trust Agreement, the parties agree as
follows:

                                    ARTICLE 1
                                   DEFINITIONS

     SECTION 1.1 DEFINITIONS. The following terms have the meanings set forth
below:

     "ADMINISTRATOR" means AMACAR Pacific Corp., a Delaware corporation in its
capacity as the sole administrator of the Trust, and its successors and assigns.

     "AFFILIATE" means, as applied to any Person, any other Person directly or
indirectly controlling, controlled by or under common control with, that Person
and, in the case of an individual, any spouse or other member of that
individual's immediate family. For the purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of that Person, whether through the
ownership of voting securities, by contract or otherwise.

     "AGENTS" has the meaning set forth in the Distribution Agreement.

     "ALLSTATE LIFE" means Allstate Life Insurance Company, a stock insurance
company organized and licensed under the laws of the State of Illinois, and any
successor.

     "AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT" means that certain
Amended and Restated Administrative Services Agreement dated as of - , 2004,
between the Administrator and the Trust, as the same may be amended, restated,
modified, supplemented or replaced from time to time.

     "AMENDED AND RESTATED CERTIFICATE OF TRUST" means the Amended and Restated
Certificate of Trust of the Trust as filed with the Secretary of State.

     "AMENDED AND RESTATED SUPPORT AGREEMENT" means that certain Amended and
Restated Support and Expenses Agreement dated as of - , 2004, between Allstate
Life and the Trust, as the same may be amended, restated, modified, supplemented
or replaced from time to time.



     "BUSINESS DAY" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The City of New York.

     "CLOSING INSTRUMENT" means the closing instrument of the Trust, pursuant to
which the Indenture is entered into, and certain other documents are executed,
in connection with the issuance of the Notes by the Trust.

     "CODE" means the Internal Revenue Code of 1986, as amended, including any
successor or amendatory statutes and any applicable rules, regulations, notices
or orders promulgated thereunder.

     "COMMISSION" means the Securities and Exchange Commission or any successor
body.

     "CORPORATE TRUST OFFICE" means the principal office of the Delaware Trustee
located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001.

     "DEBT" of any Person means, at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, all obligations of such Person as lessee which are capitalized in
accordance with generally accepted accounting principles, (iv) all contingent
and non-contingent obligations of such Person to reimburse any bank or other
Person in respect of amounts paid under a letter of credit or similar
instrument, (v) all Debt secured by a Lien on any asset of such Person, whether
or not such Debt is otherwise an obligation of such Person, and (vi) all
Guarantees by such Person of Debt of another Person (each such Guarantee to
constitute Debt in an amount equal to the amount of such other Person's Debt
Guaranteed thereby).

     "DELAWARE STATUTORY TRUST ACT" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. Section 3801, et seq., as amended from time to time.

     "DELAWARE TRUSTEE" means Wilmington Trust Company, a Delaware banking
corporation, in its capacity as the sole Delaware trustee of the Trust, and its
successors. If there shall be at any time more than one Delaware Trustee under
this Amended and Restated Trust Agreement, "DELAWARE TRUSTEE" shall mean each
such Delaware Trustee.

     "DISTRIBUTION AGREEMENT" means that certain Distribution Agreement dated as
of -, 2004, by and among the Trust and the Agents named therein, as the same may
be amended, restated, modified, supplemented or replaced from time to time.

     "FUNDING AGREEMENT(S)" means the funding agreement(s) issued by Allstate
Life to the Trust, which are sold to, and deposited into, each Issuing Trust by
the Trust, and immediately pledged and collaterally assigned by such Issuing
Trust to the Indenture Trustee, as the same may be amended, restated, modified,
supplemented or replaced from time to time in accordance with the terms thereof.

                                        2


     "FUNDING AGREEMENT EVENT OF DEFAULT" means an "Event of Default" as defined
in the Funding Agreement(s).

     "FUNDING NOTE" means each funding note issued by the Trust and sold to an
Issuing Trust in connection with the Trust's Program.

     "GUARANTEE" by any Person means any obligation, contingent or otherwise, of
such Person directly or indirectly guaranteeing any Debt of any other Person
and, without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Debt (whether
arising by virtue of partnership arrangements, by virtue of an agreement to
keep-well, to purchase assets, goods, securities or services, to take-or-pay, or
to maintain financial statement conditions or otherwise), (ii) to reimburse a
bank for amounts drawn under a letter of credit for the purpose of paying such
Debt or (iii) entered into for the purpose of assuring in any other manner the
holder of such Debt of the payment thereof or to protect such holder against
loss in respect thereof (in whole or in part); PROVIDED that the term
"GUARANTEE" shall not include endorsements for collection or deposit in the
ordinary course of business.

     "HOLDER" means, with respect to any Funding Note, the relevant Issuing
Trust.

     "INDENTURE" means an Indenture included in Part A of the relevant Closing
Instrument, between the Issuing Trust and the Indenture Trustee, as the same may
be amended, modified or supplemented from time to time.

     "INDENTURE TRUSTEE" means the party named as such in the preamble to each
Indenture, and, subject to the applicable provisions of such Indenture, its
successors.

     "INVESTMENT COMPANY ACT" means the Investment Company Act of 1940, as
amended, as it may be amended or supplemented from time to time, and any
successor statute thereto, and the rules, regulations and published
interpretations of the Commission promulgated thereunder from time to time.

     "ISSUING TRUST" means each Allstate Life Global Funding Trust, together
with its permitted successors and assigns, that issues medium term notes under
the Program.

     "LIEN" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), or preference, priority or
other security agreement or preferential arrangement of any kind or nature
whatsoever (including without limitation any conditional sale or other title
retention agreement, any financing lease having substantially the same economic
effect as any of the foregoing, and the filing of any financing statement under
the UCC or comparable law of any jurisdiction).

     "MOODY'S" means Moody's Investors Services, Inc.

     "NOTE" means each medium term note issued by the Issuing Trusts in
connection with the Program.

                                        3


     "PAYMENT ACCOUNT" means the segregated non-interest-bearing corporate trust
account for the Trust maintained by the Delaware Trustee in its trust department
in which all amounts paid to the Delaware Trustee will be held and from which
the Delaware Trustee shall make any payments pursuant to Section 3.1(b) and
Article 7 of this Amended and Restated Trust Agreement, to the extent such
amounts are paid to the Delaware Trustee and deposited in the Payment Account.

     "PERSON" means any natural person, corporation, limited partnership,
general partnership, joint stock company, joint venture, association, company,
limited liability company, trust (including any beneficiary thereof), bank,
trust company, land trust, business trust, statutory trust or other
organization, whether or not a legal entity, and governments and agencies and
political subdivisions thereof.

     "PROGRAM" means the Trust's program for the issuance, from time to time, of
secured medium term notes through the Issuing Trusts.

     "PROGRAM DOCUMENTS" means documents contained in each Series Instrument,
this Amended and Restated Trust Agreement, the Amended and Restated
Administrative Services Agreement, the Amended and Restated Support Agreement,
the Name Licensing Agreement, the Distribution Agreement, the Funding Note and
any other documents or instruments entered into by, or with respect to, or on
behalf of, the Trust.

     "RATING AGENCY" means each of Moody's Investors Services, Inc., Standard &
Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc., and any
other rating agency which provides a rating of the Notes.

     "RESPONSIBLE OFFICER" means any vice president, assistant vice president,
any assistant secretary, any assistant treasurer, any trust officer or assistant
trust officer, or any other officer of the Delaware Trustee, as the case may be,
customarily performing functions similar to those performed by any of the above
designated officers and also, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his or her
knowledge of and familiarity with the particular subject.

     "SECRETARY OF STATE" means the Secretary of State of the State of Delaware.

     "SECURITIES ACT" means the Securities Act of 1933, as it may be amended or
supplemented from time to time, and any successor statute thereto, and the
rules, regulations and published interpretations of the Commission promulgated
thereunder from time to time.

     "SERIES INSTRUMENT" means the series instrument of each Issuing Trust,
pursuant to which certain documents are executed in connection with the issuance
of Notes by the relevant Issuing Trust.

     "STANDARD AND POOR'S" means Standard & Poor's Ratings Services, a Division
of The McGraw-Hill Companies, Inc.

     "TRUST" means Allstate Life Global Funding, a statutory trust organized
under the laws of the State of Delaware.

                                        4


     "TRUST BENEFICIAL OWNER" means AMACAR Pacific Corp., in its capacity as the
sole beneficial owner of the Trust, and its successors.

     "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as it may be
amended or supplemented from time to time, and any successor statute thereto,
and the rules, regulations and published interpretations of the Commission
promulgated thereunder from time to time.

     "UCC" means the Uniform Commercial Code, as from time to time in effect in
the State of New York.

     SECTION 1.2 OTHER DEFINITIONAL PROVISIONS. For all purposes of this Amended
and Restated Trust Agreement except as otherwise expressly provided or unless
the context otherwise requires:

     (a)  the terms defined in this Article shall have the meanings ascribed to
          them in this Article and shall include the plural as well as the
          singular;

     (b)  all accounting terms not otherwise defined in this Amended and
          Restated Trust Agreement have the meanings assigned to them in
          accordance with generally accepted accounting principles in the United
          States and, except as otherwise expressly provided in this Amended and
          Restated Trust Agreement, the term "generally accepted accounting
          principles" with respect to any computation required or permitted
          under this Amended and Restated Trust Agreement shall mean such
          accounting principles as are generally accepted at the date of such
          computation in the United States;

     (c)  the words "include", "includes" and "including" shall be construed to
          be followed by the words "without limitation"; and

     (d)  Article and Section headings are for the convenience of the reader and
          shall not be considered in interpreting this Amended and Restated
          Trust Agreement or the intent of the parties to this Amended and
          Restated Trust Agreement.

                                        5


                                    ARTICLE 2
                                CREATION OF TRUST

     SECTION 2.1 NAME; AMENDMENT AND RESTATEMENT OF BASE TRUST AGREEMENT. The
Trust shall be known as "Allstate Life Global Funding." The Trust's activities
may be conducted under the name of the Trust by the Delaware Trustee or by the
Administrator on behalf of the Trust. This Amended and Restated Trust Agreement
amends and restates the Base Trust Agreement in its entirety.

     SECTION 2.2 OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS.
The principal office of the Trust shall be in care of the Delaware Trustee at
the Corporate Trust Office, or such other address in the State of Delaware as
the Delaware Trustee may designate by written notice to the Trust Beneficial
Owner, the Administrator and the Rating Agencies. The Trust shall also maintain
an office in care of the Administrator at:

               c/o AMACAR Pacific Corp.
               6525 Morrison Boulevard, Suite 318
               Charlotte, North Carolina 28211
               Attention: President

     SECTION 2.3 STATUTORY TRUST. It is the intention of the parties that the
Trust constitute a statutory trust organized under the Delaware Statutory Trust
Act and that this Amended and Restated Trust Agreement constitute the governing
instrument of the Trust. The Delaware Trustee shall file an Amended and Restated
Certificate of Trust with the Secretary of State.

     SECTION 2.4 TRUST BENEFICIAL OWNER. Concurrently with the execution of this
Amended and Restated Agreement, the Trust Beneficial Owner will make a cash
contribution to the Trust in the amount of $1,000 in exchange for its beneficial
interest in the Trust. The beneficial interest of the Trust Beneficial Owner in
the Trust will not be represented by any certificate or other instrument. The
Trust Beneficial Owner shall be the beneficial owner of the Trust and shall have
an undivided beneficial ownership interest in the property related to the Trust.
To the fullest extent permitted by law, any attempted transfer of the Trust
Beneficial Owner's interest in the Trust shall be void.

     SECTION 2.5 PURPOSES OF THE TRUST. The exclusive purposes and functions of
the Trust are, and the Trust shall have the power and authority, to:

     (a)  beneficially own each Issuing Trust;

     (b)  issue a Funding Note to each Issuing Trust in connection with the
          Program;

     (c)  use the net proceeds from the sale of each Funding Note to acquire
          Funding Agreement(s) from Allstate Life;

     (d)  assign absolutely the Funding Agreement(s) to, and deposit such
          Funding Agreement(s) into, the relevant Issuing;

     (e)  file with the Commission and execute (a) a registration statement on
          Form S-3 or other appropriate form, including the prospectus,
          prospectus supplements and the

                                        6


          exhibits thereto, any pre-effective or post-effective amendments
          thereto and any registration statements filed subsequent thereto under
          rules promulgated under the Securities Act, relating to the
          registration of the Notes and the Funding Notes under the Securities
          Act, (b) any preliminary prospectus or prospectus or supplement
          thereto relating to any Notes and the Funding Notes required to be
          filed pursuant to the Securities Act, and (c) registration statements
          and such other documents, forms or filings as may be required by the
          Securities Act, the Securities Exchange Act of 1934, as amended, or
          the Trust Indenture Act of 1939, as amended, or other securities laws
          in each case relating to any Notes and the Funding Notes;

     (f)  file and execute such filings, applications, reports, surety bonds,
          irrevocable consents, appointments of attorney for service of process
          and other papers and documents as may be necessary or desirable to
          register, or establish the exemption from registration of, the Notes
          or the Funding Notes under the securities or "Blue Sky" laws of any
          relevant jurisdictions; and

     (g)  engage in other activities and enter into other agreements, in each
          case that are necessary, suitable or convenient to accomplish the
          foregoing or are incidental to or connected with those activities,
          including the execution, delivery and performance of the Series
          Instrument, the Closing Instrument and the Program Documents to
          which it is a signatory.

     SECTION 2.6 ALLOCATION OF TRUST EXPENSES. Any costs and expenses of the
Trust shall be paid by Allstate Life pursuant to the Amended and Restated
Support Agreement to the extent provided therein.

     SECTION 2.7 LIABILITY. None of the Delaware Trustee, the Administrator, the
Trust Beneficial Owner or any Holder shall have any personal liability for any
liability or obligation of the Trust.

     SECTION 2.8 SITUS OF TRUST. The Trust shall be located in the State of
Delaware. The Trust shall have the right to change its domicile from Delaware to
any other jurisdiction. All bank accounts maintained by the Delaware Trustee on
behalf of the Trust shall be located in the State of Delaware. The Trust shall
not have any employees in any state other than in the State of Delaware.

                                    ARTICLE 3
                                 PAYMENT ACCOUNT

     (a)  The Delaware Trustee shall establish the Payment Account. The Delaware
          Trustee and any agent of the Delaware Trustee shall have exclusive
          control and sole right of withdrawal with respect to the Payment
          Account for the purpose of making deposits in and withdrawals from the
          Payment Account in accordance with this Amended and Restated Trust
          Agreement. All funds and other property deposited or held from time to
          time in the Payment Account shall be held by the Delaware Trustee in
          the Payment Account for the exclusive benefit of the Trust Beneficial
          Owner, and for distribution by the Delaware Trustee as provided in
          this

                                        7


          Amended and Restated Trust Agreement, including (and subject to) any
          priority of payments provided for in this Amended and Restated Trust
          Agreement.

     (b)  All funds and other property deposited into the Payment Account shall
          be distributed by the Trust as follows:

     FIRST, for the payment of all amounts then due and unpaid upon any Funding
Note and any other amounts due and payable; and

     SECOND, any remaining funds and other property deposited into the Payment
Account shall be distributed to the Trust Beneficial Owner.

     (c)  The Delaware Trustee shall deposit in the Payment Account, promptly
          upon receipt, any assets received. Amounts held in the Payment Account
          shall not be invested by the Delaware Trustee pending the distribution
          of such amounts to cover any obligations of the Trust on the Funding
          Notes.

                                    ARTICLE 4
                                  FUNDING NOTE

     SECTION 4.1 ISSUANCE OF FUNDING NOTE. The Trust shall, issue and deliver or
cause to be issued and delivered Funding Notes from time to time in connection
with the Program.

     SECTION 4.2 ACQUISITION OF FUNDING AGREEMENT(S) AND CANCELLATION OF
INDEBTEDNESS REPRESENTED BY FUNDING NOTE. In connection with the issuance and
sale of each Funding Note: (i) the Trust will use the proceeds received from the
offering of such Funding Note to purchase Funding Agreement(s); and (ii) the
Trust will immediately assign absolutely to, and deposit into, the relevant
Issuing Trust the Funding Agreement(s), and the Funding Note will be
surrendered.

                                    ARTICLE 5
             REPRESENTATIONS AND WARRANTIES BY THE DELAWARE TRUSTEE

     The Delaware Trustee represents and warrants for the benefit of each Holder
and the Trust Beneficial Owner as follows:

     (a)  it is a banking corporation duly organized, validly existing and in
          good standing under the laws of the State of Delaware and it is a
          "bank" within the meaning of Section 581 of the Code;

     (b)  it is a "United States person" within the meaning of Section
          7701(a)(30) of the Code;

     (c)  it has full corporate or other power, authority and legal right to
          execute, deliver and perform its obligations under this Amended and
          Restated Trust Agreement and has taken all necessary action to
          authorize the execution, delivery and performance by it of this
          Amended and Restated Trust Agreement;

                                        8


     (d)  this Amended and Restated Trust Agreement has been duly authorized,
          executed and delivered by it and constitutes the valid and legally
          binding agreement of it enforceable against it in accordance with its
          terms;

     (e)  neither the execution or delivery by it of this Amended and Restated
          Trust Agreement, nor the performance by it of its obligations under
          this Amended and Restated Trust Agreement, will (i) violate its
          organizational documents, (ii) violate any provision of, or
          constitute, with or without notice or lapse of time, a default under,
          or result in the creation or imposition of any Lien on any properties
          or assets held in the Trust pursuant to the provisions of, any
          indenture, mortgage, credit agreement, license or other contract,
          agreement, judgment, order or instrument to which it is a party or by
          which it is bound, or (iii) violate any law, governmental rule or
          regulation of the State of Delaware or the United States governing the
          banking, trust or general powers of it or any order, judgment or
          decree applicable to it;

     (f)  the authorization, execution or delivery by it of this Amended and
          Restated Trust Agreement and the consummation of any of the
          transactions by it contemplated by this Amended and Restated Trust
          Agreement do not require the consent or approval of, the giving of
          notice to, the registration with or the taking of any other action
          with respect to any governmental authority or agency (other than the
          filing of the Certificate of Trust with the Secretary of State); and

     (g)  there are no proceedings pending or, to the best of its knowledge,
          threatened against or affecting it in any court or before any
          governmental authority, agency or arbitration board or tribunal which,
          individually or in the aggregate, would materially and adversely
          affect the Trust or would question the right, power and authority of
          it to enter into or perform its obligations under this Amended and
          Restated Trust Agreement.

                                    ARTICLE 6
                                DELAWARE TRUSTEE

     SECTION 6.1 GENERAL AUTHORITY.

     (a)  The Delaware Trustee is authorized and empowered, among other things,
          to (i) execute and deliver on behalf of the Trust the Program
          Documents and each certificate or other document attached as an
          exhibit to, or contemplated by, the Program Documents and any
          amendment or other agreement to any of the Program Documents, (ii)
          take all actions required of the Trust pursuant to the Program
          Documents including, but not limited to (A) paying, or causing to be
          paid, on behalf of the Trust any amounts due and owing by the Trust
          under the Program Documents or any other documents or instruments to
          which the Trust is a party, (B) providing certificates required under
          the Program Documents or other documents or instruments to which the
          Trust is a party and (C) preparing for execution or executing
          amendments to and waivers under the Program Documents or any other
          documents or instruments deliverable by the Trust thereunder or in

                                        9


          connection therewith or with this Amended and Restated Trust
          Agreement, (iii) cause the Trust to perform under the Program
          Documents and (iv) engage in those activities, including entering into
          agreements, that are necessary, suitable or convenient to accomplish
          the foregoing or any other of the purposes of the Trust or are
          incidental thereto or connected therewith including, from time to
          time, taking such action on behalf of the Trust as is permitted by the
          Program Documents. In addition to any other duties under this Amended
          and Restated Trust Agreement, the Delaware Trustee shall be the
          trustee of the Trust for the purpose of fulfilling the requirements of
          Section 3807 of the Delaware Statutory Trust Act. Subject to the
          limitations set forth in Section 6.1(b), the Delaware Trustee shall
          have the power and authority to act on behalf of the Trust, with
          respect to the following matters:

          (i)     to execute and deliver on behalf of the Trust the Funding
                  Notes and the Amended and Restated Certificate of Trust in
                  accordance with this Amended and Restated Trust Agreement;

          (ii)    to cause the Trust to perform this Amended and Restated Trust
                  Agreement and to enter into, and to execute, deliver and
                  perform, the Funding Notes, the relevant documents contained
                  in each Series Instrument, the Distribution Agreement, the
                  Name Licensing Agreement, the Amended and Restated Support
                  Agreement, the Amended and Restated Administrative Services
                  Agreement and such other certificates, other documents or
                  agreements as may be necessary, contemplated by or desirable
                  in connection with the purposes and function of the Trust or
                  any of the above-referenced documents;

          (iii)   to receive custody of Funding Agreements and to exercise all
                  of the rights, powers and privileges of an owner or
                  policyholder of the Funding Agreements;

          (iv)    to cause the Trust to immediately assign absolutely to, and
                  deposit into, the Issuing Trust the relevant Funding
                  Agreement(s);

          (v)     to establish the Payment Account;

          (vi)    to send any notices regarding any Funding Note to Allstate
                  Life, the Rating Agencies, the Trust Beneficial Owner and the
                  applicable Agents under the relevant Terms Agreement in
                  accordance with the terms of the relevant Funding Note and
                  this Amended and Restated Trust Agreement;

          (vii)   after the occurrence of a Funding Agreement Event of Default
                  actually known to a Responsible Officer, to take any action as
                  it may from time to time determine (based solely upon the
                  advice of counsel) is necessary or advisable to give effect to
                  the terms of this Amended and Restated Trust Agreement
                  (without consideration of the effect of any such action on any
                  particular Holder) and, within five Business Days after the
                  occurrence of a

                                       10


                  Funding Agreement Event of Default actually known to a
                  Responsible Officer, to give notice thereof to the
                  Administrator and the Trust Beneficial Owner;

          (viii)  to the extent permitted by this Amended and Restated Trust
                  Agreement, to participate in the winding up of the affairs of
                  and liquidation of the Trust and assist with the preparation,
                  execution and filing of a certificate of cancellation with the
                  Secretary of State;

          (ix)    to take any action and to execute any documents on behalf of
                  the Trust, incidental to the foregoing as the Delaware Trustee
                  may from time to time determine (based on the advice of
                  counsel) is necessary or advisable to give effect to the terms
                  of this Amended and Restated Trust Agreement;

          (x)     to execute and file documents with the Secretary of State; and

          (xi)    to accept service of process on behalf of the Trust in the
                  State of Delaware.

     It is expressly understood and agreed that the Delaware Trustee shall be
entitled to engage outside counsel, independent accountants and other experts
appointed with due care to assist the Delaware Trustee in connection with the
performance of its duties and powers set forth in this Section 6.1(a),
including, without limitation, certificates, reports, opinions, notices or
any other documents. The Delaware Trustee shall be entitled to rely
conclusively on the advice of such counsel, accountants and other experts in
the performance of all its duties under this Amended and Restated Trust
Agreement and shall have no liability for any documents prepared by such
counsel, accountants or experts or any action or inaction taken pursuant to
the advice of such counsel, accountants or experts. Any expenses of such
counsel, accountants and experts shall be paid by the Trust.

     (b)  So long as this Amended and Restated Trust Agreement remains in
          effect, the Trust (and the Delaware Trustee and the Administrator
          acting on behalf of the Trust) shall not undertake any business,
          activity or transaction except as expressly provided for or
          contemplated by this Amended and Restated Trust Agreement. In
          particular, the Trust shall not:

          (i)     sell, transfer, exchange, assign, lease, convey or otherwise
                  dispose of any assets held in the Trust, except for Funding
                  Agreements (as of the date of this Amended and Restated Trust
                  Agreement or thereafter acquired);

          (ii)    engage in any business or activity other than in connection
                  with, or relating to, (A) the performance of this Amended and
                  Restated Trust Agreement and the execution, delivery and
                  performance of any documents, including the Program Documents
                  (other than this Amended and Restated Trust Agreement as set
                  forth above), relating to the Funding Notes and the
                  transactions contemplated thereby and (B) any activities,
                  including entering into agreements that are necessary,
                  suitable or

                                       11


                  convenient to accomplish the purposes of the Trust specified
                  in Section 2.5;

          (iii)   incur, directly or indirectly, any Debt except for the Funding
                  Note;

          (iv)    create, incur, assume or permit any Lien or other encumbrance
                  on any of its properties or assets owned or thereafter
                  acquired, or any interest therein or the proceeds thereof;

          (v)     amend, modify or fail to comply with any material provision of
                  this Amended and Restated Trust Agreement, except for any
                  amendment or modification of this Amended and Restated Trust
                  Agreement expressly permitted under this Amended and Restated
                  Trust Agreement;

          (vi)    own any subsidiary, except for the Issuing Trusts, or lend or
                  advance any funds to, or make any investment in, any Person,
                  except in connection with the Funding Agreements, the Funding
                  Notes, the Amended and Restated Support Agreement and any
                  Funding Agreement;

          (vii)   directly or indirectly declare or make any distribution or
                  other payment to, or redeem or otherwise acquire or retire for
                  value the interests of, the Trust Beneficial Owner if any
                  amount under the Funding Notes or the Notes is due and unpaid,
                  or directly or indirectly redeem or otherwise acquire or
                  retire for value any Debt other than any Funding Note if any
                  Funding Note remains outstanding;

          (viii)  become required to register as an "investment company" under
                  and as such term is defined in the Investment Company Act of
                  1940, as amended;

          (ix)    enter into any transaction of merger or consolidation or
                  liquidate or dissolve itself (or, to the fullest extent
                  permitted by law, suffer any liquidation or dissolution), or
                  acquire by purchase or otherwise all or substantially all the
                  business or assets of, or any stock or other evidence of
                  beneficial ownership of, any Person, except for the Issuing
                  Trusts;

          (x)     take any action that would cause the Trust not to be either
                  ignored or treated as a grantor trust for United States
                  Federal income tax purposes;

          (xi)    have any employees other than the Delaware Trustee, the
                  Administrator or any other persons necessary to conduct its
                  business and enter into transactions contemplated under the
                  Program Documents;

          (xii)   have an interest in any bank account other than those accounts
                  required under the Program Documents;

          (xiii)  permit any Affiliate, employee or officer of Allstate Life or
                  any agent of Allstate Life or Agent to be a trustee of the
                  Trust;

                                       12


          (xiv)   issue any Funding Note unless (A) the Trust has purchased or
                  will simultaneously purchase the relevant Funding Agreement(s)
                  from Allstate Life and (B) the Trust will immediately
                  thereafter assign absolutely the relevant Funding Agreement(s)
                  to the relevant Issuing Trust, and the relevant Funding Note
                  will be surrendered; or

          (xv)    commingle any of its assets with assets of any of the Trust's
                  Affiliates, or guarantee any obligation of any of the Trust's
                  Affiliates.

     (c)  Notwithstanding any other provision of this Amended and Restated Trust
          Agreement, the Delaware Trustee and the Administrator, acting on
          behalf of the Trust, shall not take any action that would cause the
          Trust not to be either ignored or treated as a "grantor trust" for
          United States Federal income tax purposes.

     (d)  The Delaware Trustee shall, based on the advice of counsel, defend
          against all claims and demands of all Persons at any time claiming any
          Lien on any of the assets of the Trust adverse to the interest of the
          Trust or any Holder.

     (e)  The Delaware Trustee is authorized and directed to conduct the affairs
          of the Trust and to operate the Trust so that the Trust will not (i)
          become required to register as an "investment company" under the
          Investment Company Act or (ii) fail to be either ignored or treated as
          a grantor trust for United States Federal income tax purposes. In
          connection with the preceding sentence, the Delaware Trustee shall
          have no duty to determine whether any action it takes complies with
          the preceding sentence and shall be entitled to rely conclusively on
          an opinion of counsel with respect to any such matters.

     SECTION 6.2 GENERAL DUTIES. It shall be the duty of the Delaware Trustee to
discharge, or cause to be discharged, all of its responsibilities pursuant to
the terms of this Amended and Restated Trust Agreement, or any other documents
or instruments to which it is a party, and to administer the Trust, in
accordance with the provisions of this Amended and Restated Trust Agreement and
the other Program Documents and any other documents or instruments to which the
Trust is a party. Notwithstanding the foregoing, the Delaware Trustee shall be
deemed to have discharged its duties and responsibilities under this Amended and
Restated Trust Agreement and any other documents or instruments to which the
Trust is a party to the extent (a) such duties and responsibilities shall have
been performed by the Administrator and (b) the Administrator is required or
permitted under this Amended and Restated Trust Agreement, under the
Administrative Services Agreement or under any other documents or instruments to
which the Trust is a party, to perform such act or discharge such duty of the
Delaware Trustee or the Trust; PROVIDED, HOWEVEr, that the Delaware Trustee
shall not be held liable for the default or failure of the Administrator to
carry out its required obligations under this Amended and Restated Trust
Agreement or thereunder but only to the extent such obligations are not also
required to be carried out by the Delaware Trustee.

     SECTION 6.3 SPECIFIC DUTIES. The Delaware Trustee will manage the business
and affairs of the Trust in accordance with the terms of the Delaware Statutory
Trust Act; PROVIDED, HOWEVER, that the Delaware Trustee undertakes to perform
only such duties as are specifically set

                                       13


forth in this Amended and Restated Trust Agreement and as it may be directed
from time to time by the Administrator or the Trust Beneficial Owner in
accordance with the terms of this Amended and Restated Trust Agreement.

     SECTION 6.4 ACCEPTANCE OF TRUST AND DUTIES; LIMITATION ON LIABILITY. The
Delaware Trustee agrees to perform its duties under this Amended and Restated
Trust Agreement with respect to the Trust, but only upon the terms of this
Amended and Restated Trust Agreement. No implied covenants or obligations
shall be read into this Amended and Restated Trust Agreement. The Delaware
Trustee shall not be liable under this Amended and Restated Trust Agreement
under any circumstances except for (i) its own willful misconduct, bad faith
or gross negligence, (ii) its failure to use ordinary care to disburse funds,
or (iii) the inaccuracy of any representation or warranty contained in this
Amended and Restated Trust Agreement expressly made by the Delaware Trustee.
In particular (but without limitation), subject to the exceptions set forth
in the preceding sentence:

     (a)  the Delaware Trustee shall not be liable for any error of judgment
          made in good faith by a Responsible Officer, unless such error of
          judgment constitutes gross negligence;

     (b)  the Delaware Trustee shall not be liable with respect to any action
          taken or omitted to be taken by it in good faith in accordance with
          the written instructions of the Administrator or the Trust Beneficial
          Owner or pursuant to the advice of counsel, accountants or other
          experts selected by it in good faith, so long as such action or
          omission is consistent with the terms of this Amended and Restated
          Trust Agreement;

     (c)  no provision of this Amended and Restated Trust Agreement shall
          require the Delaware Trustee to expend or risk personal funds or
          otherwise incur any financial liability in the performance of any of
          its rights or powers under this Amended and Restated Trust Agreement
          if the Delaware Trustee shall have reasonable grounds for believing
          that repayment of such funds or adequate indemnity against such risk
          or liability is not reasonably assured or provided to it;

     (d)  under no circumstances shall the Delaware Trustee be liable for
          indebtedness or other obligations evidenced by or arising under this
          Amended and Restated Trust Agreement, any Funding Agreement or any
          related document, including the principal of and interest on the
          Funding Note;

     (e)  the Delaware Trustee shall not be responsible for, or in respect of,
          the validity or sufficiency of this Amended and Restated Trust
          Agreement or any related document or for the due execution of this
          Amended and Restated Trust Agreement or thereof by any party (except
          by the Delaware Trustee itself), other than, the signature and
          countersignature of the Delaware Trustee on any of the Program
          Documents and the execution of any certificate;

     (f)  the Delaware Trustee shall (i) not be liable for any action, inaction,
          default or misconduct of the Administrator under the Funding Note or
          any related

                                       14


          documents or otherwise, and (ii) not have any obligation or liability
          to perform the obligations of the Trust under this Amended and
          Restated Trust Agreement or any related document or under any Federal,
          state, foreign or local tax or securities law, in each case, that are
          required to be performed by other Persons, including the Administrator
          under the Amended and Restated Administrative Services Agreement;

     (g)  the Delaware Trustee shall not be liable for any action, inaction,
          default or misconduct of Allstate Life, and the Delaware Trustee shall
          not have any obligation or liability to perform the obligations of
          Allstate Life under the Funding Agreements or any related documents;

     (h)  the Delaware Trustee shall not be under any obligation to exercise any
          of the rights or powers vested in it by this Amended and Restated
          Trust Agreement, or to institute, conduct or defend any litigation
          under this Amended and Restated Trust Agreement or otherwise or in
          relation to this Amended and Restated Trust Agreement or any related
          document, at the request, order or direction of any Person unless such
          Person has offered to the Delaware Trustee security or indemnity
          satisfactory to it against the costs, expenses and liabilities that
          may be incurred by the Delaware Trustee. The right of the Delaware
          Trustee to perform any discretionary act enumerated in this Amended
          and Restated Trust Agreement or in any related document shall not be
          construed as a duty, and the Delaware Trustee shall not be answerable
          in connection therewith other than for its gross negligence or willful
          misconduct in the performance of any such act;

     (i)  except as expressly provided in this Amended and Restated Trust
          Agreement, in accepting the trusts created by this Amended and
          Restated Trust Agreement, the Delaware Trustee acts solely as trustee
          under this Amended and Restated Trust Agreement and not in its
          individual capacity, and all Persons having any claim against the
          Delaware Trustee by reason of the transactions contemplated by this
          Amended and Restated Trust Agreement shall look only to the Trust's
          property for payment or satisfaction thereof;

     (j)  the Delaware Trustee shall in no event assume or incur any liability,
          duty or obligation to the Administrator, the Trust Beneficial Owner or
          any other Person other than as expressly provided for in this Amended
          and Restated Trust Agreement;

     (k)  the Delaware Trustee shall not be bound to make any investigation into
          the facts or matters stated in any resolution, certificate, statement,
          instrument, opinion, report, notice, request, direction, consent,
          order, bond, debenture, note or other paper or document;

     (l)  every provision of this Amended and Restated Trust Agreement relating
          to the Delaware Trustee shall be subject to the provisions of this
          Article 6;

                                       15


     (m)  except in accordance with the written instructions furnished by the
          Trust Beneficial Owner or as provided in this Amended and Restated
          Trust Agreement, the Delaware Trustee shall have no duty (i) to see to
          any recording or filing of any document, (ii) to confirm or verify any
          financial statements of the Administrator or the Trust Beneficial
          Owner, (iii) to inspect the Administrator's or the Trust Beneficial
          Owner's books and records at any time or (iv) to see to the payment or
          discharge of any tax, assessment or other governmental charge or any
          lien or encumbrance of any kind owing with respect to, assessed or
          levied against any part of the Trust, except to the extent the
          Delaware Trustee has received funds, on behalf of the Trust, pursuant
          to the Amended and Restated Support Agreement from Allstate Life in
          satisfaction of any such tax, assessment or other governmental charge
          or any lien or encumbrance of any kind and in accordance with payment
          or transfer instructions provided by Allstate Life;

     (n)  the Delaware Trustee shall have no duty or obligation to manage,
          control, use, sell, dispose of or otherwise deal with the Trust or to
          otherwise take or refrain from taking any action under this Amended
          and Restated Trust Agreement, except as expressly required by the
          terms of this Amended and Restated Trust Agreement, or as expressly
          provided in written instructions from the Administrator, and in no
          event shall the Delaware Trustee have any implied duties or
          obligations under this Amended and Restated Trust Agreement; the
          Delaware Trustee nevertheless agrees that it will, at its own cost and
          expense, promptly take all action as may be necessary to discharge any
          liens on any part of the property of the Trust which result from
          claims against the Delaware Trustee personally that are not related to
          the ownership or the administration of the property of the Trust or
          the transactions contemplated by the Program Documents;

     (o)  the Delaware Trustee shall not be required to take any action under
          this Amended and Restated Trust Agreement unless the Delaware Trustee
          shall have been indemnified by the Trust, in manner and form
          satisfactory to the Delaware Trustee, against any liability, cost or
          expenses (including counsel fees and disbursements) which may be
          incurred in connection therewith, and, in addition, the Trust shall
          pay the reasonable compensation of the Delaware Trustee for the
          services performed; PROVIDED, THAT the Delaware Trustee shall not be
          indemnified by any Person for the Delaware Trustee's willful
          misconduct, bad faith or gross negligence, its failure to use
          ordinary care to disburse funds or the inaccuracy of its own
          representations or warranties, made in its individual capacity,
          contained in this Amended and Restated Trust Agreement;

     (p)  the Delaware Trustee shall not be required to take any action under
          this Amended and Restated Trust Agreement if the Delaware Trustee
          shall reasonably determine or shall have been advised by counsel that
          such action is contrary to the terms of this Amended and Restated
          Trust Agreement or is otherwise contrary to law;

     (q)  the Delaware Trustee may fully rely upon and shall have no liability
          in connection with calculations or instructions forwarded to the
          Delaware Trustee by the Administrator, nor shall the Delaware Trustee
          have any obligation to furnish

                                       16


          information to any Person if it has not received such information as
          it may need from the Administrator or any other Person;

     (r)  the Delaware Trustee shall not be liable with respect to any act or
          omission in good faith in accordance with the advice or direction of
          the Administrator. Whenever the Delaware Trustee is unable to decide
          between alternative courses of action permitted or required by the
          terms of this Amended and Restated Trust Agreement, or is unsure as to
          the application, intent, interpretation or meaning of any provision of
          this Amended and Restated Trust Agreement, the Delaware Trustee may
          give notice (in such form as shall be appropriate under the
          circumstances) to the Administrator requesting instructions as to the
          course of action to be adopted, and, to the extent the Delaware
          Trustee acts in good faith in accordance with any such instruction
          received, the Delaware Trustee shall not be liable on account of such
          action to any Person. If the Delaware Trustee shall not have received
          appropriate instructions within ten days of such notice (or within
          such shorter period of time as reasonably may be specified in such
          notice or may be necessary under the circumstances), it may, but shall
          be under no duty to, take or refrain from taking such action which is
          consistent, in its view, with this Amended and Restated Trust
          Agreement and as it shall deem to be in the best interest of the Trust
          Beneficial Owner, and the Delaware Trustee shall have no liability to
          any Person for such action or inaction;

     (s)  in no event whatsoever shall the Delaware Trustee be personally liable
          for any representation, warranty, covenant, agreement, indebtedness or
          other obligation of the Trust;

     (t)  the Delaware Trustee shall incur no liability if, by reason of any
          provision of any present or future law or regulation thereunder, or by
          any force majeure event, including but not limited to natural
          disaster, war or other circumstances beyond its control, the Delaware
          Trustee shall be prevented or forbidden from doing or performing any
          act or thing which the terms of this Amended and Restated Trust
          Agreement provide shall or may be done or performed; and

     (u)  notwithstanding anything contained herein to the contrary, the
          Delaware Trustee shall not be required to execute, deliver or
          certify on behalf of the Trust any filings, certificates,
          affidavits or other instruments required under the Sarbanes-Oxley
          Act of 2002.

     SECTION 6.5 RELIANCE; ADVICE OF COUNSEL.

     (a)  The Delaware Trustee shall incur no liability to anyone in acting upon
          any signature, instrument, notice, resolution, request, consent,
          order, certificate, report, opinion, bond or other document or paper
          reasonably believed by it in good faith to be genuine and signed by
          the proper party or parties. The Delaware Trustee may accept a
          certified copy of a resolution of the board of directors or other
          governing body of any corporate party as conclusive evidence that such
          resolution has been duly adopted by such body and that the same is in
          full force and effect. As to any fact or matter the manner of
          ascertainment of which is not specifically prescribed in this Amended
          and Restated Trust Agreement, the Delaware Trustee may for all
          purposes of this Amended and Restated Trust Agreement rely on a
          certificate, signed by the president or any vice president or by the
          treasurer or any assistant treasurer or the secretary or any assistant

                                       17


          secretary of the relevant party, as to such fact or matter, and such
          certificate shall constitute full protection to the Delaware Trustee
          for any action taken or omitted to be taken by it in good faith in
          reliance thereon.

     (b)  In the exercise or administration of the Trust, the Delaware Trustee
          (i) may act directly or through its agents or attorneys pursuant to
          agreements entered into with any of them; PROVIDED THAT, the Delaware
          Trustee shall not be liable for the conduct or misconduct of such
          agents or attorneys if such agents or attorneys shall have been
          selected by the Delaware Trustee in good faith and with reasonable
          care, and (ii) may consult with counsel, accountants and other skilled
          persons to be selected in good faith and with reasonable care and
          employed by it, and it shall not be liable for anything done, suffered
          or omitted to be done in good faith by it in accordance with the
          written opinion or advice of any such counsel, accountants or other
          skilled persons.

     SECTION 6.6 DELEGATION OF AUTHORITIES AND DUTIES. The Delaware Trustee
delegates to the Administrator all duties required to be performed by the
Administrator pursuant to the terms of this Amended and Restated Trust Agreement
and the Administrative Services Agreement. The Delaware Trustee undertakes no
responsibility for the performance, or non-performance, of any duties delegated
to the Administrator under this Amended and Restated Trust Agreement or the
Amended and Restated Administrative Services Agreement, as applicable.

                                    ARTICLE 7
                                   TERMINATION

     SECTION 7.1 TERMINATION OF AGREEMENT. This Amended and Restated Trust
Agreement and the Trust created by this Amended and Restated Trust Agreement
shall dissolve, wind-up and terminate in accordance with Section 3808 of the
Delaware Statutory Trust Act upon the latest to occur of:

     (a)  the payment to the Holders of any outstanding Funding Notes, to the
          holders of all series of Notes and to the Trust Beneficial Owner of
          all amounts required to be paid pursuant to the Funding Notes, the
          Notes, any Indenture, this Amended and Restated Trust Agreement and
          the Program Documents;

     (b)  the payment of, or reasonable provision for payment of, all expenses
          and other liabilities owed by the Trust; and

     (c)  the performance of all administrative actions by the Delaware Trustee
          and the Administrator necessary to accomplish the purposes of the
          Trust, including the performance of any tax reporting obligations with
          respect to the Trust.

     Any insolvency event, liquidation, dissolution, death or incapacity with
respect to the Trust Beneficial Owner, the Delaware Trustee, the Administrator
or any of the other Agents or any Holder shall neither (i) operate to terminate
this Amended and Restated Trust Agreement, the Trust, (ii) entitle any of their
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part of the
Trust, (iii) otherwise affect the rights, obligations and liabilities of the
Holders or the parties hereto or any other document or any instrument entered
into by the Trust, nor (iv) dissolve the Trust.

                                       18


     The Trust shall dissolve only as provided in this Section 7.1, and
otherwise no Person, including the Administrator and the Trust Beneficial Owner,
shall be entitled to revoke or dissolve the Trust. The Administrator shall act
as the liquidator of the Trust and shall be responsible for directing the
Delaware Trustee to take all required actions in connection with winding up the
Trust. The Delaware Trustee shall have no liability for following such direction
to the extent it acts in good faith.

     Upon the last event to occur as described above, the Delaware Trustee shall
cause the Amended and Restated Certificate of Trust to be canceled by filing a
certificate of cancellation with the Secretary of State in accordance with the
provisions of Section 3810 of the Delaware Statutory Trust Act, at which time
the Trust and this Amended and Restated Trust Agreement shall terminate.

                                    ARTICLE 8
                   SUCCESSOR AND ADDITIONAL DELAWARE TRUSTEES

     SECTION 8.1 ELIGIBILITY REQUIREMENTS FOR THE DELAWARE TRUSTEE. The Delaware
Trustee shall at all times (a) be a Person satisfying the provisions of Section
3807(a) of the Delaware Statutory Trust Act, (b) be authorized to exercise
corporate trust powers, (c) have a combined capital and surplus of at least
$50,000,000 and be subject to supervision or examination by Federal or State
authorities, (d) have (or have a parent which has) a rating of at least Baa3 by
Moody's or BBB- by Standard & Poor's, (e) be a "bank" within the meaning of
Section 581 of the Code and (f) be a "United States person" within the meaning
of Section 7701(a)(30) of the Code. In addition, the Delaware Trustee shall be
an entity with its Corporate Trust Office in the State of Delaware. If the
Delaware Trustee shall publish reports of condition at least annually, pursuant
to applicable law or to the requirements of the aforesaid supervising or
examining authority, then for the purpose of this Section 8.1, the combined
capital and surplus of the Delaware Trustee shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Delaware Trustee shall cease to be eligible in
accordance with the provisions of this Section 8.1, the Delaware Trustee shall
resign immediately in the manner and with the effect specified in Section 8.2.

     SECTION 8.2 RESIGNATION OR REMOVAL OF THE DELAWARE TRUSTEE. The Delaware
Trustee may resign as Delaware Trustee, or the Administrator, acting on behalf
of the Trust, may, in its sole discretion, remove the Delaware Trustee, in each
case with thirty (30) days' prior notice to the Delaware Trustee, the Indenture
Trustee and each Rating Agency then rating the Program or the Notes. Upon any
resignation or removal of the Delaware Trustee, the Administrator, acting on
behalf of the Trust, shall appoint a successor Delaware Trustee whereupon such
successor Delaware Trustee shall succeed to the rights, powers and duties of the
Delaware Trustee, and the term "Delaware Trustee" shall thereupon mean such
successor Delaware Trustee effective upon such appointment and approval, and the
predecessor Delaware Trustee's powers and duties as Delaware Trustee shall be
terminated, without any other or further act or deed on the part of such
predecessor Delaware Trustee or any of the parties to this Amended and Restated
Trust Agreement or any holders of the obligations owing hereunder; PROVIDED,
that if at any time the Delaware Trustee shall cease to be eligible in
accordance with Section 8.1 and shall have not resigned, or if at any time the
Delaware Trustee, shall become incapable of acting or shall be adjudged bankrupt
or insolvent, or a receiver for the Delaware Trustee or for its property shall
be

                                       19


appointed, or any public officer shall take charge or control of the Delaware
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Administrator may remove the Delaware
Trustee. On and after the effective date of any resignation or removal of the
Delaware Trustee hereunder, the provisions of this Article 8 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Delaware Trustee under this Amended and Restated Trust Agreement. Any such
resignation or removal shall become effective following the appointment of a
successor Delaware Trustee in accordance with the provisions of this Section
8.2.

     If no successor Delaware Trustee shall be appointed and shall have accepted
such appointment within thirty (30) days after the aforesaid notice of
resignation or removal, the Trust (or the Administrator, acting on its behalf)
or the resigning Delaware Trustee may apply to any court of competent
jurisdiction to appoint a successor Delaware Trustee to act until such time, if
any, as a successor Delaware Trustee shall have been appointed as provided in
this Section 8.2. Any successor so appointed by such court shall immediately and
without further act be superseded by any successor Delaware Trustee appointed
pursuant to this Section 8.2.

     Any resignation or removal of the Delaware Trustee and appointment of a
successor Delaware Trustee pursuant to any of the provisions of this Section 8.2
shall not become effective until all fees and expenses, including any indemnity
payments, due to the outgoing Delaware Trustee have been paid and until
acceptance of appointment by the successor Delaware Trustee pursuant to Section
8.3.

     If at any time the Delaware Trustee shall resign or be removed or otherwise
become incapable of acting, or if at any time a vacancy shall occur in the
office of the Delaware Trustee for any other cause, a successor Delaware Trustee
shall be appointed as set forth in this Section 8.2. The powers, duties,
authority and title of the predecessor Delaware Trustee shall be terminated and
canceled without any formality (except as may be required by applicable law)
other than appointment and designation of a successor Delaware Trustee in
writing duly acknowledged and delivered to the predecessor Delaware Trustee and
the Trust.

     SECTION 8.3 SUCCESSOR DELAWARE TRUSTEE. Each successor Delaware Trustee
appointed pursuant to Section 8.2 shall execute, acknowledge and deliver to the
Administrator, the Trust Beneficial Owner and the predecessor Delaware Trustee
an instrument accepting such appointment under this Amended and Restated Trust
Agreement, and thereupon the resignation or removal of the predecessor Delaware
Trustee shall become effective, the resigning Delaware Trustee shall be released
of all duties and trusts under this Amended and Restated Trust Agreement and
such successor Delaware Trustee, without any further act, deed or conveyance,
shall become fully vested with all the rights, powers, duties, and obligations
of its predecessor under this Amended and Restated Trust Agreement, with like
effect as if originally named as Delaware Trustee. The predecessor Delaware
Trustee shall deliver to the successor Delaware Trustee all documents and
statements and funds held by it under this Amended and Restated Trust Agreement;
and the Administrator and the predecessor Delaware Trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
for fully and certainly vesting and confirming in the successor Delaware Trustee
all such rights, powers, duties and obligations.

                                       20


     Any successor Delaware Trustee appointed under this Amended and Restated
Trust Agreement shall promptly file an amendment to the Amended and Restated
Certificate of Trust with the Secretary of State identifying the name and
principal place of business of such successor Delaware Trustee in the State of
Delaware.

     No successor Delaware Trustee shall accept appointment as provided in this
Section 8.3 unless at the time of such acceptance such successor Delaware
Trustee shall be eligible pursuant to Section 8.1.

     Upon acceptance of appointment by a successor Delaware Trustee pursuant to
this Section 8.3, the Administrator shall mail notice of such appointment to the
Indenture Trustee and each Rating Agency then rating the Program or the Notes.
If the Administrator shall fail to mail such notice within ten (10) days after
acceptance of appointment by the successor Delaware Trustee, the successor
Delaware Trustee shall cause such notice to be mailed in the manner aforesaid.

     SECTION 8.4 MERGER OR CONSOLIDATION OF DELAWARE TRUSTEE. Any Person into
which the Delaware Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Delaware Trustee shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the
Delaware Trustee, shall, without the execution or filing of any instrument or
any further act on the part of any of the parties to this Amended and Restated
Trust Agreement, anything in this Amended and Restated Trust Agreement to the
contrary notwithstanding, be the successor of the Delaware Trustee under this
Amended and Restated Trust Agreement; PROVIDED, such Person shall be eligible
pursuant to Section 8.1.

                                    ARTICLE 9
                            MISCELLANEOUS PROVISIONS

     SECTION 9.1 LIMITATION ON RIGHTS OF OTHERS.

     The death, bankruptcy, termination, dissolution or incapacity of any Person
having an interest, beneficial or otherwise, in the Trust shall not operate to
terminate this Amended and Restated Trust Agreement, nor to annul, dissolve or
terminate the Trust, nor to entitle the legal successors, representatives or
heirs of any such Person, to claim an accounting, take any action or bring any
proceeding in any court for a partition or winding up of the arrangements
contemplated by this Amended and Restated Trust Agreement, nor otherwise affect
the rights, obligations and liabilities of the parties to this Amended and
Restated Trust Agreement or any of them.

     SECTION 9.2 AMENDMENTS.

     (a)  This Amended and Restated Trust Agreement may be amended from time to
          time by the Delaware Trustee and the Administrator by a written
          instrument executed by the Delaware Trustee and the Administrator, in
          any way that is not inconsistent with the intent of this Amended and
          Restated Trust Agreement, including, without limitation to: (i) cure
          any ambiguity, (ii) correct, supplement or modify any provision of
          this Amended and Restated Trust Agreement that is inconsistent with

                                       21


          another provision of this Amended and Restated Trust Agreement or
          (iii) modify, eliminate or add to any provisions of this Amended and
          Restated Trust Agreement to the extent necessary to ensure that the
          Trust will, at all times, for United States Federal income tax
          purposes will be either ignored or treated as a grantor trust or to
          ensure that the Trust will not be required to register as an
          investment company under the Investment Company Act and no such
          amendment shall require the consent of any other Person, except to the
          extent specified in Sections 9.2(c) and 9.2(d).

     (b)  So long as any Funding Note remains outstanding, except as provided in
          Sections 9.2(c) and 9.2(d), any amendment to this Amended and Restated
          Trust Agreement that would adversely affect, in any material respect,
          the terms of any Funding Note, other then any amendment of the type
          contemplated by clause (iii) of Section 9.2(a), shall require the
          prior consent of the Holders of a majority of the outstanding
          principal amount of the Funding Note.

     (c)  So long as any Funding Note remains outstanding, this Amended and
          Restated Trust Agreement may not be amended to (i) change the amount
          or timing of any payment of any Funding Note or (ii) impair the right
          of any Holder to institute suit for the enforcement of any right for
          principal and interest or other distribution without the consent of
          each affected Holder.

     (d)  The Delaware Trustee shall not be required to enter into any amendment
          to this Amended and Restated Trust Agreement which adversely affects
          its own rights, duties or immunities under this Amended and Restated
          Trust Agreement.

     (e)  Prior to the execution of any amendment to this Amended and Restated
          Trust Agreement, the Delaware Trustee shall be entitled to an opinion
          of counsel as to whether such amendment is permitted by the terms of
          this Amended and Restated Trust Agreement and whether all conditions
          precedent to such amendment have been met, in each case under the laws
          of the State of Delaware.

     (f)  Promptly after the execution of any such amendment or consent, the
          Administrator shall furnish a copy of such amendment or consent
          (including those obtained or effected by this Amended and Restated
          Trust Agreement) to the Trust Beneficial Owner, the Agents and the
          Rating Agencies;

     (g)  Contemporaneously with, or promptly after, the execution of any
          amendment to this Amended and Restated Trust Agreement requiring
          amendment to the Amended and Restated Certificate of Trust, the
          Delaware Trustee shall cause the filing of such amendment to the
          Amended and Restated Certificate of Trust with the Secretary of State.

     (h)  Notwithstanding any other provision of this Amended and Restated Trust
          Agreement, no amendment to this Amended and Restated Trust Agreement
          may be made (i) if such amendment would cause (A) the Trust not to be
          either ignored or treated as a "grantor trust" for United States
          Federal income tax purposes or

                                       22


          (B) the Notes to be treated as other than indebtedness of Allstate
          Life and (ii) no amendment to this Amended and Restated Trust
          Agreement may be made without the prior consent of Allstate Life.

     SECTION 9.3 NOTICES. All demands, notices, instructions and other
communications shall be in writing (including telecopied or telegraphic
communications) and shall be personally delivered, mailed or transmitted by
telecopy or telegraph, respectively, addressed as set forth below (or, in the
case of any other relevant party, addressed as set forth in a separate notice
delivered to all relevant parties):

          If to Delaware Trustee:

          Wilmington Trust Company
          Rodney Square North
          1100 North Market Street
          Wilmington, DE 19890-0001
          Attention: Corporate Trust Administration
          Facsimile: (302) 636-4140

          If to the Trust Beneficial Owner or the Administrator:

          AMACAR Pacific Corp.
          6525 Morrison Blvd., Suite 318
          Charlotte, North Carolina 28211
          Attention: Douglas K. Johnson
          Facsimile: (704) 365-1632

          with a copy to:

          Tannenbaum Helpern Syracuse & Hirschtritt LLP
          900 3rd Avenue
          New York, NY 10022
          Attention: Stephen Rosenberg
          Facsimile: -

or at such other address as shall be designated by any such party in a written
notice to the other parties. Notwithstanding the foregoing, any notice required
or permitted to be mailed to the Trust Beneficial Owner shall be given by first
class mail, postage prepaid, at AMACAR Pacific Corp., 6525 Morrison Blvd., Suite
318, Charlotte, North Carolina 28211, and any notices mailed within the time
prescribed in this Amended and Restated Trust Agreement shall be conclusively
presumed to have been duly given, whether or not the Trust Beneficial Owner
received such notice. Any notice required or permitted to be mailed to any
Holder of a Funding Note shall be given as specified in the relevant Series
Instrument.

     SECTION 9.4 NO RECOURSE. The Trust Beneficial Owner acknowledges that its
beneficial interest in the Trust, relating to any Funding Agreement does not
represent an obligation of Allstate Life, the Delaware Trustee, the
Administrator or any Affiliate of any of the

                                       23


foregoing and no recourse may be had against such parties or their assets,
except as may be expressly set forth or contemplated in this Amended and
Restated Trust Agreement.

     SECTION 9.5 LIMITED RECOURSE. Notwithstanding anything to the contrary
contained in this Amended and Restated Trust Agreement, the obligations of the
Trust under this Amended and Restated Trust Agreement and all Program Documents
and other documents or instruments entered into by the Trust, are solely the
obligations of the Trust and shall be payable solely to the extent of funds
received by and available to the Trust under the Amended and Restated Support
Agreement. No recourse shall be had for the payment of any amount owing in
respect of any obligation of, or claim against, the Trust arising out of or
based upon this Amended and Restated Trust Agreement, the Funding Note or any
other Program Document against any holder of a beneficial interest, employee,
agent, officer or Affiliate of the Trust and, except as specifically provided in
this Amended and Restated Trust Agreement and in the other Program Documents, no
recourse shall be had for the payment of any amount owing in respect of any
obligation of, or claim against, the Trust arising out of or based upon this
Amended and Restated Trust Agreement, the Funding Notes or any other Program
Documents against the Delaware Trustee, the Administrator, Allstate Life, or any
of their respective holders of beneficial interests, employees, agents,
officers, directors, incorporators or Affiliates.

     SECTION 9.6 NO PETITION. To the extent permitted by applicable law, each of
the Delaware Trustee and the Administrator covenants and agrees, and the Trust
Beneficial Owner by its acceptance of a beneficial interest in the Trust will be
deemed to have covenanted and agreed, that it will not institute against, or
join with any other Person in instituting against, the Trust any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any applicable bankruptcy or similar law. This Section 9.6
shall survive termination of this Amended and Restated Trust Agreement.

     SECTION 9.7 GOVERNING LAW. This Amended and Restated Trust Agreement shall
be governed by, and construed in accordance with, the laws of the State of
Delaware, without regard to its choice of law principles.

     SECTION 9.8 SEVERABILITY. If any provision in this Amended and Restated
Trust Agreement shall be invalid, illegal or unenforceable, such provisions
shall be deemed severable from the remaining provisions of this Amended and
Restated Trust Agreement and shall in no way affect the validity or
enforceability of such other provisions of this Amended and Restated Trust
Agreement.

     SECTION 9.9 THIRD PARTY BENEFICIARIES. This Amended and Restated Trust
Agreement shall inure to the benefit of and be binding upon the parties to this
Amended and Restated Trust Agreement and their respective successors and
permitted assigns. Except as otherwise provided in this Amended and Restated
Trust Agreement, no other Person shall have any right or obligation under this
Amended and Restated Trust Agreement.

     SECTION 9.10 COUNTERPARTS. This Amended and Restated Trust Agreement and
any amendments, modifications, restatements, supplements and/or replacements of
this Amended and Restated Trust Agreement, or waivers or consents to this
Amended and Restated Trust Agreement, may be executed in any number of
counterparts, and by different parties to this

                                       24


Amended and Restated Trust Agreement in separate counterparts, each of which,
when so executed and delivered, shall be deemed to be an original and all of
which counterparts, when taken together, shall constitute one and the same
instrument. This Amended and Restated Trust Agreement shall become effective
upon the execution of a counterpart to each of the parties to this Amended and
Restated Trust Agreement.

                                       25


     IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Trust Agreement to be duly executed by their respective officers
hereunto duly authorized, as of the day and year first above written.


                                    WILMINGTON TRUST COMPANY,
                                    in its individual capacity


                                    By:
                                        --------------------------------
                                          Name:
                                          Title:


                                    AMACAR Pacific Corp.,
                                    as Administrator


                                    By:
                                        --------------------------------
                                          Name: Douglas K. Johnson
                                          Title: President


                                    AMACAR Pacific Corp.,
                                    as Trust Beneficial Owner


                                    By:
                                        --------------------------------
                                          Name: Douglas K. Johnson
                                          Title: President

                                       26




                                                                     EXHIBIT 4.3

================================================================================


                         STANDARD TRUST AGREEMENT TERMS

                                 WITH RESPECT TO

                       ALLSTATE LIFE GLOBAL FUNDING TRUSTS

                               DATED AS OF -, 2004


================================================================================



                                TABLE OF CONTENTS




                                                                                            PAGE
                                                                                            ----
                                                                                           
ARTICLE 1    DEFINITIONS.......................................................................1

   SECTION 1.1    DEFINITIONS..................................................................1
   SECTION 1.2    OTHER DEFINITIONAL PROVISIONS................................................6

ARTICLE 2    CREATION OF TRUST.................................................................6

   SECTION 2.1    NAME OF THE TRUST............................................................6
   SECTION 2.2    OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS..................6
   SECTION 2.3    STATUTORY TRUST..............................................................7
   SECTION 2.4    TRUST BENEFICIAL OWNER.......................................................7
   SECTION 2.5    PURPOSES OF THE TRUST........................................................7
   SECTION 2.6    ALLOCATION OF TRUST EXPENSES.................................................8
   SECTION 2.7    LIABILITY....................................................................8
   SECTION 2.8    INCOME TAX TREATMENT.........................................................8
   SECTION 2.9    SITUS OF TRUST...............................................................8

ARTICLE 3    PAYMENT ACCOUNT...................................................................8

ARTICLE 4    NOTES; COLLATERAL.................................................................9

   SECTION 4.1    ISSUANCE OF NOTES............................................................9
   SECTION 4.2    ACQUISITION OF FUNDING NOTE AND FUNDING AGREEMENTS...........................9
   SECTION 4.3    SECURITY INTEREST IN THE COLLATERAL..........................................9
   SECTION 4.4    TITLE TO COLLATERAL.........................................................10

ARTICLE 5    REPRESENTATIONS AND WARRANTIES BY THE DELAWARE TRUSTEE...........................10

ARTICLE 6    DELAWARE TRUSTEE.................................................................11

   SECTION 6.1    GENERAL AUTHORITY...........................................................11
   SECTION 6.2    GENERAL DUTIES..............................................................16
   SECTION 6.3    SPECIFIC DUTIES.............................................................16
   SECTION 6.4    ACCEPTANCE OF TRUST AND DUTIES; LIMITATION ON LIABILITY.....................17
   SECTION 6.5    RELIANCE; ADVICE OF COUNSEL.................................................20
   SECTION 6.6    DELEGATION OF AUTHORITIES AND DUTIES........................................21
   SECTION 6.7    INDEMNIFICATION.............................................................21

ARTICLE 7    DISSOLUTION, LIQUIDATION AND TERMINATION.........................................21

   SECTION 7.1    TERMINATION OF AGREEMENT....................................................21
   SECTION 7.2    LIQUIDATION; DISTRIBUTIONS..................................................21

ARTICLE 8    SUCCESSOR AND ADDITIONAL DELAWARE TRUSTEES.......................................22



                                        i


                                                                                           
   SECTION 8.1    ELIGIBILITY REQUIREMENTS FOR THE DELAWARE TRUSTEE...........................22
   SECTION 8.2    RESIGNATION OR REMOVAL OF THE DELAWARE TRUSTEE..............................22
   SECTION 8.3    SUCCESSOR DELAWARE TRUSTEE..................................................23
   SECTION 8.4    MERGER OR CONSOLIDATION OF DELAWARE TRUSTEE.................................24
   SECTION 8.5    APPOINTMENT OF CO-DELAWARE TRUSTEE OR SEPARATE DELAWARE TRUSTEE.............24
   SECTION 8.6    DELAWARE TRUSTEE MAY OWN NOTES..............................................26

ARTICLE 9    MISCELLANEOUS PROVISIONS.........................................................26

   SECTION 9.1    LIMITATION ON RIGHTS OF OTHERS..............................................26
   SECTION 9.2    AMENDMENTS..................................................................26
   SECTION 9.3    NOTICES.....................................................................27
   SECTION 9.4    NO RECOURSE.................................................................29
   SECTION 9.5    LIMITED RECOURSE............................................................29
   SECTION 9.6    NO PETITION.................................................................29
   SECTION 9.7    GOVERNING LAW...............................................................30
   SECTION 9.8    SEVERABILITY................................................................30
   SECTION 9.9    THIRD PARTY BENEFICIARIES...................................................30
   SECTION 9.10   COUNTERPARTS................................................................30





                                       ii


     This document constitutes the Standard Trust Agreement Terms, which will
be incorporated by reference in, and form a part of, the Trust Agreement (as
defined below) among Wilmington Trust Company, a Delaware banking
corporation, as Delaware trustee, (the "DELAWARE TRUSTEE"), AMACAR Pacific
Corp., a Delaware corporation, as the sole administrator of the Trust (as
defined below) (the "ADMINISTRATOR") and Allstate Life Global Funding, a
statutory trust formed under the laws of the State of Delaware, as the sole
beneficial owner of the Trust (the "TRUST BENEFICIAL OWNER").

     These Standard Trust Agreement Terms shall not in and of itself create a
trust and shall be of no force and effect unless and until incorporated by
reference in, and then only to the extent not modified by, the Trust Agreement.

     The following terms and provisions shall govern the activities of the
Trust, subject to contrary terms and provisions expressly adopted in the Trust
Agreement, which contrary terms shall be controlling.

                                    ARTICLE 1
                                   DEFINITIONS

     SECTION 1.1 DEFINITIONS. The following terms have the meanings set forth
below:

     "ADMINISTRATIVE SERVICES AGREEMENT" means that certain Administrative
Services Agreement, included in Part B of the Series Instrument, between the
Administrator and the Trust, as the same may be amended, restated, modified,
supplemented or replaced from time to time.

     "ADDITIONAL AMOUNTS" has the meaning set forth in the Indenture.

     "ADMINISTRATOR" means the party named as such in the preamble, in its
capacity as the sole administrator of the Trust pursuant to the Administrative
Services Agreement, and its successors.

     "AFFILIATE" means, as applied to any Person, any other Person directly or
indirectly controlling, controlled by or under common control with, that Person
and, in the case of an individual, any spouse or other member of that
individual's immediate family. For the purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of that Person, whether through the
ownership of voting securities, by contract or otherwise.

     "AGENTS" has the meaning set forth in the Distribution Agreement.

     "ALLSTATE LIFE" means Allstate Life Insurance Company, a stock life
insurance company organized and licensed under the laws of the State of
Illinois, and any successor.

     "BUSINESS DAY" has the meaning set forth in the Indenture.



     "CERTIFICATE OF TRUST" means the Certificate of Trust of the Trust as filed
with the Secretary of State of the State of Delaware.

     "CLOSING INSTRUMENT" means the closing instrument of the Trust, pursuant to
which the Indenture is entered into, and certain other documents are executed,
in connection with the issuance of the Notes by the Trust.

     "CODE" means the Internal Revenue Code of 1986, as amended, including any
successor or amendatory statutes and any applicable rules, regulations, notices
or orders promulgated thereunder.

     "COLLATERAL" has the meaning ascribed in the Indenture.

     "COMMISSION" means the Securities and Exchange Commission or any successor
body.

     "COORDINATION AGREEMENT" means that certain Coordination Agreement included
in Part F of the Series Instrument, among Allstate Life Insurance Company, the
Trust and the Indenture Trustee, as the same may be amended, modified or
supplemented from time to time.

     "CORPORATE TRUST OFFICE" means the principal office of the Delaware Trustee
located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001.

     "DEBT" of any Person means, at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, all obligations of such Person as lessee which are capitalized in
accordance with generally accepted accounting principles, (iv) all contingent
and non-contingent obligations of such Person to reimburse any bank or other
Person in respect of amounts paid under a letter of credit or similar
instrument, (v) all Debt secured by a Lien on any asset of such Person, whether
or not such Debt is otherwise an obligation of such Person, and (vi) all
Guarantees by such Person of Debt of another Person (each such Guarantee to
constitute Debt in an amount equal to the amount of such other Person's Debt
Guaranteed thereby).

     "DELAWARE STATUTORY TRUST ACT" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. Section 3801, et seq., as amended from time to time.

     "DELAWARE TRUSTEE" means the party named as such in the preamble, in its
capacity as the sole Delaware trustee of the Trust, and its successors. If there
shall be at any time more than one Delaware Trustee under the Trust Agreement,
"DELAWARE TRUSTEE" shall mean each such Delaware Trustee.

     "DISTRIBUTION AGREEMENT" means that certain Distribution Agreement dated as
of -, 2004, by and among Global Funding and the Agents named therein, as the
same may be amended, restated, modified, supplemented or replaced from time to
time.

     "DTC" means The Depository Trust Company and its successors and assigns.

                                        2


     "FUNDING AGREEMENT" means each funding agreement issued by Allstate Life to
Global Funding, which is sold to, and deposited into, the Trust by Global
Funding, and immediately pledged and collaterally assigned by the Trust to the
Indenture Trustee, as the same may be amended, restated, modified, supplemented
or replaced from time to time in accordance with the terms thereof.

     "FUNDING AGREEMENT EVENT OF DEFAULT" means an "Event of Default" as defined
in the Funding Agreement.

     "FUNDING NOTE" has the meaning set forth in Part F of the Series
Instrument.

     "GLOBAL FUNDING" means Allstate Life Global Funding, a statutory trust
formed under the laws of the State of Delaware.

     "GUARANTEE" by any Person means any obligation, contingent or otherwise, of
such Person directly or indirectly guaranteeing any Debt of any other Person
and, without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Debt (whether
arising by virtue of partnership arrangements, by virtue of an agreement to
keep-well, to purchase assets, goods, securities or services, to take-or-pay, or
to maintain financial statement conditions or otherwise), (ii) to reimburse a
bank for amounts drawn under a letter of credit for the purpose of paying such
Debt or (iii) entered into for the purpose of assuring in any other manner the
holder of such Debt of the payment thereof or to protect such holder against
loss in respect thereof (in whole or in part); PROVIDED that the term
"GUARANTEE" shall not include endorsements for collection or deposit in the
ordinary course of business.

     "HOLDER" has the meaning set forth in the Indenture.

     "INDENTURE" means that certain Indenture included in Part A of the Closing
Instrument, between the Trust and the Indenture Trustee, as the same may be
amended, restated modified or supplemented from time to time.

     "INDENTURE TRUSTEE" means the party named as such in the preamble to the
Indenture, and, subject to the applicable provisions of the Indenture, its
successors.

     "INVESTMENT COMPANY ACT" means the Investment Company Act of 1940, as
amended, as it may be amended or supplemented from time to time, and any
successor statute thereto, and the rules, regulations and published
interpretations of the Commission promulgated thereunder from time to time.

     "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind, or any other type of
preferential arrangement that has substantially the same practical effect as a
security interest, in respect of such asset. For purposes hereof, the Trust
shall be deemed to own subject to a Lien any asset which it has acquired or
holds subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement relating to such
asset.

                                        3


     "NAME LICENSING AGREEMENT" means that certain Name Licensing Agreement
included in Part D of the Series Instrument, between Allstate Insurance Company
and the Trust, as the same may be amended, restated, modified, supplemented or
replaced from time to time.

     "NOTE" has the meaning set forth in the Indenture.

     "NOTE CERTIFICATE" has the meaning set forth in the Indenture.

     "OBLIGATIONS" means the obligations of the Trust secured under the Notes
and the Indenture, including (a) all principal of, any premium and interest
(including, without limitation, any interest which accrues after the
commencement of any case, proceeding or other action relating to the bankruptcy,
insolvency or reorganization of the Trust, whether or not allowed or allowable
as a claim in any such proceeding) on, and any Additional Amounts with respect
to, the Notes or pursuant to the Indenture, (b) all other amounts payable by the
Trust under the Indenture or under the Notes including all costs and expenses
(including attorneys' fees) incurred by the Indenture Trustee or any Holder
thereof in realizing on the Collateral to satisfy such obligations and (c) any
renewals or extensions of the foregoing.

     "ORIGINAL ISSUE DATE" has the meaning set forth in the Pricing Supplement.

     "PAYING AGENT" has the meaning set forth in the Indenture.

     "PAYMENT ACCOUNT" means the segregated non-interest-bearing corporate trust
account for the Trust maintained by the Delaware Trustee in its trust department
in which all amounts paid to the Delaware Trustee in respect of the Collateral
will be held and from which the Delaware Trustee shall make payments pursuant to
Section 3.1(b) and Article 7 of the Trust Agreement, to the extent such amounts
are paid to the Trust and deposited in the Payment Account.

     "PERSON" means any natural person, corporation, limited partnership,
general partnership, joint stock company, joint venture, association, company,
limited liability company, trust (including any beneficiary thereof), bank,
trust company, land trust, business trust, statutory trust or other
organization, whether or not a legal entity, and governments and agencies and
political subdivisions thereof.

     "PRICING SUPPLEMENT" means, the pricing supplement attached to the Series
Instrument as Annex A, as prepared by the Trust in connection with the issuance
of the Notes, as the same may be amended, restated, modified, supplemented or
replaced from time to time.

     "PROGRAM" has the meaning set forth in the Indenture.

     "PROGRAM DOCUMENTS" means each Note, the Series Instrument, the Indenture,
the Trust Agreement, the Administrative Services Agreement, the Support
Agreement, the Name Licensing Agreement, the Distribution Agreement, the Terms
Agreement, each Funding Agreement and any other documents, certificates,
agreements or instruments entered into by, or with respect to, or on behalf of,
the Trust.

                                        4


     "RATING AGENCY" means each of Moody's Investors Services, Inc., Standard &
Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc., and any
other rating agency which provides a rating of the Notes.

     "REGISTRAR" has the meaning set forth in the Indenture.

     "RESPONSIBLE OFFICER" means any vice president, assistant vice president,
any assistant secretary, any assistant treasurer, any trust officer or assistant
trust officer, or any other officer of the Delaware Trustee, as the case may be,
customarily performing functions similar to those performed by any of the above
designated officers and also, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his or her
knowledge of and familiarity with the particular subject.

     "SECRETARY OF STATE" means the Secretary of State of the State of Delaware.

     "SECURITIES ACT" means the Securities Act of 1933, as it may be amended or
supplemented from time to time, and any successor statute thereto, and the
rules, regulations and published interpretations of the Commission promulgated
thereunder from time to time.

     "SECURITY INTEREST" has the meaning set forth in the Indenture.

     "SERIES INSTRUMENT" means the series instrument of the Trust, pursuant to
which the Administrative Services Agreement, the Coordination Agreement, the
Name Licensing Agreement, the Support Agreement, the Terms Agreement and the
Trust Agreement are entered into, and certain other documents are executed, in
connection with the issuance of the Notes by the Trust.

     "STANDARD TRUST AGREEMENT TERMS" means these Standard Trust Agreement
Terms.

     "STANDING ORDER" has the meaning set forth in Section 3.1(d).

     "SUPPLEMENTAL INDENTURE" has the meaning set forth in the Indenture.

     "SUPPORT AGREEMENT" means that certain Support and Expenses Agreement
included in Part C of the Series Instrument, by and between Allstate Life and
the Trust, as the same may be amended, restated, modified, supplemented or
replaced from time to time.

     "TERMS AGREEMENT" means that certain Terms Agreement included in Part E of
the Series Instrument, by and among Global Funding, the Trust and each Agent
named therein, which will incorporate by reference the terms of the Distribution
Agreement.

     "TRUST" means the Allstate Life Global Funding Trust specified in the
Series Instrument, together with its permitted successors and assigns.

     "TRUST AGREEMENT" means that certain Trust Agreement included in Part A
of the Series Instrument, and which incorporates by reference these Standard
Trust Agreement Terms, by and among the Delaware Trustee, the Administrator
and the Trust Beneficial Owner, as the same may be amended, restated,
modified, supplemented or replaced from time to time.

                                        5


     "TRUST BENEFICIAL OWNER" means the party named as such in the preamble, in
its capacity as the sole beneficial owner of the Trust, and its successors.

     "TRUST EXPIRATION DATE" means the date on which all of the outstanding
Notes are redeemed in full by the Trust.

     "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as it may be
amended.

     "UCC" means the Uniform Commercial Code, as from time to time in effect in
the State of New York; PROVIDED THAT, with respect to the perfection, effect of
perfection or non-perfection, or priority of any security interest in the
Collateral, "UCC" shall mean the applicable jurisdiction whose law governs such
perfection, non-perfection or priority.

     SECTION 1.2 OTHER DEFINITIONAL PROVISIONS. For all purposes of the Trust
Agreement except as otherwise expressly provided or unless the context otherwise
requires:

     (a)  the terms defined in this Article shall have the meanings ascribed to
          them in this Article and shall include the plural as well as the
          singular;

     (b)  all accounting terms not otherwise defined in the Trust Agreement have
          the meanings assigned to them in accordance with generally accepted
          accounting principles in the United States and, except as otherwise
          expressly provided in the Trust Agreement, the term "generally
          accepted accounting principles" with respect to any computation
          required or permitted under the Trust Agreement shall mean such
          accounting principles as are generally accepted at the date of such
          computation in the United States;

     (c)  the words "include", "includes" and "including" shall be construed to
          be followed by the words "without limitation";

     (d)  Article and Section headings are for the convenience of the reader and
          shall not be considered in interpreting the Trust Agreement or the
          intent of the parties to the Trust Agreement; and

     (e)  capitalized terms not otherwise defined in the Trust Agreement will
          have the respective meanings set forth in the Indenture.

                                    ARTICLE 2
                                CREATION OF TRUST

     SECTION 2.1 NAME OF THE TRUST. The Trust created under the Trust Agreement
shall have the name specified in the Series Instrument. The Trust's activities
shall be conducted under the name of the Trust.

     SECTION 2.2 OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS.
The principal office of the Trust shall be in care of the Delaware Trustee at
the Corporate Trust Office, or such other address in the State of Delaware as
the Delaware Trustee may designate by

                                        6


written notice to the Trust Beneficial Owner, the Indenture Trustee, the
Administrator and the Rating Agencies. The Trust shall also maintain an office
in care of the Administrator at:

               c/o AMACAR Pacific Corp.
               6525 Morrison Boulevard, Suite 318
               Charlotte, North Carolina 28211
               Attention: President

     SECTION 2.3 STATUTORY TRUST. It is the intention of the parties that the
Trust constitute a statutory trust organized under the Delaware Statutory Trust
Act and that the Trust Agreement constitute the governing instrument of the
Trust. Pursuant to Section 3810 of the Delaware Statutory Trust Act, on or
before the date of the Trust Agreement, the Delaware Trustee shall file a
Certificate of Trust with the Secretary of State to form the Trust. The parties
to the Trust Agreement hereby appoint the Delaware Trustee as trustee of the
Trust, to have all rights, powers and duties set forth in the Trust Agreement
and in accordance with the applicable law, subject to modification by the Trust
Agreement, with respect to accomplishing the purposes of the Trust.

     SECTION 2.4 TRUST BENEFICIAL OWNER. The Trust Beneficial Owner shall not be
required to make any deposit, perform any service or otherwise provide any
consideration in exchange for its beneficial interest in the Trust. The
beneficial interest of the Trust Beneficial Owner in the Trust will not be
represented by any certificate or other instrument. Upon the creation of the
Trust, the Trust Beneficial Owner shall be the beneficial owner of the Trust and
shall have an undivided beneficial ownership interest in the property related to
the Trust. To the fullest extent permitted by law, any attempted transfer of the
Trust Beneficial Owner's interest in the Trust shall be void.

     SECTION 2.5 PURPOSES OF THE TRUST. The exclusive purposes and functions of
the Trust are, and the Trust shall have the power and authority, to:

     (a)  issue and sell the Notes,

     (b)  use the net proceeds from the sale of the Notes to acquire the Funding
          Note,

     (c)  receive one or more Funding Agreements from Global Funding pursuant to
          the terms of the Funding Note,

     (d)  grant a security interest in, and pledge and collaterally assign, the
          rights, title and interest of the Trust in the Collateral to the
          Indenture Trustee for the benefit of the Holders of the Notes and any
          other Person for whose benefit the Indenture Trustee is or will be
          holding the Collateral,

     (e)  make, or cause to be made, all payments due in respect of the Notes,
          in accordance with the terms of the Indenture, and

     (f)  engage in other activities and enter into other agreements, in each
          case that are necessary, suitable or convenient to accomplish the
          foregoing or are incidental to or connected with those activities,
          including the execution, delivery and performance of the Series
          Instrument, the Closing Instrument and the Program Documents to
          which it is a signatory.

                                        7


     SECTION 2.6 ALLOCATION OF TRUST EXPENSES. Any costs and expenses of the
Trust shall be paid by Allstate Life pursuant to the Support Agreement to the
extent provided therein.

     SECTION 2.7 LIABILITY. None of the Delaware Trustee, the Administrator, the
Trust Beneficial Owner or the Holders shall have any personal liability for any
liability or obligation of the Trust.

     SECTION 2.8 INCOME TAX TREATMENT. The parties agree, and each Holder and
beneficial owner of Notes by purchasing the Notes agrees, for all United States
Federal, state and local income and franchise tax purposes (i) to treat the
Notes as indebtedness of Allstate Life, (ii) Global Funding and the Trust will
be ignored and will not be treated as an association or a publicly traded
partnership taxable as a corporation and (iii) to not take any action
inconsistent with the treatment described in (i) and (ii) unless otherwise
required by law.

     SECTION 2.9 SITUS OF TRUST. The Trust shall be located in the State of
Delaware. The Trust shall have the right, upon consent of the Indenture Trustee,
and under certain circumstances set forth in the Indenture, to change its
domicile from Delaware to any other jurisdiction. All bank accounts maintained
by the Delaware Trustee on behalf of the Trust shall be located in the State of
Delaware except that those accounts established under the Indenture shall be
maintained with the Indenture Trustee in accordance with the Indenture. The
Trust shall not have any employees in any state other than in the State of
Delaware.

                                    ARTICLE 3
                                 PAYMENT ACCOUNT

     SECTION 3.1 PAYMENT ACCOUNT.

     (a)  On the Original Issue Date, the Delaware Trustee shall establish the
          Payment Account. The Delaware Trustee and any agent of the Delaware
          Trustee shall have exclusive control and sole right of withdrawal with
          respect to the Payment Account for the purpose of making deposits in
          and withdrawals from the Payment Account in accordance with the Trust
          Agreement and the Indenture. Subject to the Indenture, all funds or
          other property received by the Delaware Trustee on behalf of the Trust
          in respect of the Collateral will be deposited in the Payment Account.
          All funds and other property deposited or held from time to time in
          the Payment Account shall be held by the Delaware Trustee in the
          Payment Account for the exclusive benefit of the Trust Beneficial
          Owner, subject to the security interest in the Collateral in favor of
          the Indenture Trustee on behalf of the Holders of the Notes and any
          other Person for whose benefit the Indenture Trustee is or will be
          holding the Collateral, and for distribution by the Delaware Trustee
          as provided in the Trust Agreement, including (and subject to) any
          priority of payments provided for in the Trust Agreement.

     (b)  Except for payments made on the Trust Expiration Date or otherwise
          pursuant to Section 7.3, all funds and other property deposited into
          the Payment Account shall be distributed by the Trust as follows:

                                        8


     FIRST, to the Indenture Trustee for the payment of all amounts then due and
unpaid upon the Notes and any other amounts due and payable in accordance with
the Indenture; and

     SECOND, any remaining funds and other property deposited into the Payment
Account shall be distributed to the Trust Beneficial Owner.

     (c)  The Delaware Trustee shall deposit in the Payment Account, promptly
          upon receipt, any payments received with respect to the Collateral.
          Amounts held in the Payment Account shall not be invested by the
          Delaware Trustee.

     (d)  Notwithstanding anything in the Trust Agreement to the contrary, the
          Delaware Trustee, on behalf of the Trust, shall execute a standing
          order (the "STANDING ORDER") to the Indenture Trustee pursuant to
          which the Indenture Trustee shall distribute all amounts due and
          unpaid under Section 3.1(b); PROVIDED, HOWEVER, that all payments to
          be made by the Trust to the Trust Beneficial Owner on the Trust
          Expiration Date or otherwise pursuant to Section 7.3 of the Trust
          Agreement shall be made by the Delaware Trustee on behalf of the
          Trust. For so long as (i) the Delaware Trustee, on behalf of the
          Trust, has not rescinded the Standing Order and (ii) the Indenture
          Trustee is able to, and does, comply with the Standing Order, the
          Delaware Trustee will not be required to establish a separate Payment
          Account in accordance with Section 3.1; PROVIDED, HOWEVER, that the
          Delaware Trustee shall establish a separate Payment Account to
          facilitate payments made on the Trust Expiration Date or otherwise
          pursuant to Section 7.3 of the Trust Agreement.

                                    ARTICLE 4
                                NOTES; COLLATERAL

     SECTION 4.1 ISSUANCE OF NOTES. The Trust shall, in accordance with the
Indenture, issue and deliver or cause to be issued and delivered the aggregate
principal amount of the Notes specified in the Pricing Supplement against
payment therefor. The Holders of the Notes shall only have a right to receive
payments from the Collateral as described in the Indenture and shall have no
right to receive payments from the assets of Global Funding or the assets held
in any other trust organized under the Program.

     SECTION 4.2 ACQUISITION OF FUNDING NOTE AND FUNDING AGREEMENTS. In
connection with the issuance and sale of the Notes, pursuant to Articles 2 and 3
of the Coordination Agreement: (i) the Trust will use the net proceeds received
from the offering of Notes to purchase the Funding Note from Global Funding;
(ii) Global Funding will use the net proceeds received from the sale of the
Funding Note to purchase one or more Funding Agreements; and (iii) Global
Funding will immediately assign absolutely to, and deposit into, the Trust each
such Funding Agreement, and the relevant Funding Note will be surrendered
pursuant to the terms of the Funding Note.

     SECTION 4.3 SECURITY INTEREST IN THE COLLATERAL. Simultaneously with the
issuance and sale of the Notes, pursuant to the Indenture, the Trust shall
pledge and collaterally assign to the Indenture Trustee, and will grant to the
Indenture Trustee, for the benefit of the Holders of

                                        9


the Notes and any other Person for whose benefit the Indenture Trustee is or
will be holding the Collateral, a security interest in and to the Collateral,
including, without limitation, each Funding Agreement purchased by the Trust.

     SECTION 4.4 TITLE TO COLLATERAL. Legal title to the Collateral shall be
vested at all times in the Trust as a separate legal entity, except where
applicable law in any jurisdiction requires title to any part of the Collateral
to be vested in the Delaware Trustee or any co-Delaware Trustee, in which case
legal title shall be deemed to be vested in the Delaware Trustee or any
co-Delaware Trustee appointed under the Trust Agreement for such purpose, and
shall be held and administered by the Delaware Trustee for the benefit of the
Trust and each Holder, subject to the rigths of the Indenture Trustee pursuant
to the Indenture.

                                    ARTICLE 5
             REPRESENTATIONS AND WARRANTIES BY THE DELAWARE TRUSTEE

     The Delaware Trustee represents and warrants for the benefit of the Holders
and the Trust Beneficial Owner as follows:

     (a)  it is a banking corporation duly organized, validly existing and in
          good standing under the laws of the State of Delaware and it is a
          "bank" within the meaning of Section 581 of the Code;

     (b)  it is a "United States person" within the meaning of Section
          7701(a)(30) of the Code;

     (c)  it has full corporate or other power, authority and legal right to
          execute, deliver and perform its obligations under the Trust Agreement
          and has taken all necessary action to authorize the execution,
          delivery and performance by it of the Trust Agreement;

     (d)  the Trust Agreement has been duly authorized, executed and delivered
          by it and constitutes the valid and legally binding agreement of it
          enforceable against it in accordance with its terms;

     (e)  neither the execution or delivery by it of the Trust Agreement, nor
          the performance by it of its obligations under the Trust Agreement,
          will (i) violate its organizational documents, (ii) violate any
          provision of, or constitute, with or without notice or lapse of time,
          a default under, or result in the creation or imposition of any Lien
          on any properties or assets held in the Trust pursuant to the
          provisions of, any indenture, mortgage, credit agreement, license or
          other contract, agreement, judgment, order or instrument to which it
          is a party or by which it is bound, or (iii) violate any law,
          governmental rule or regulation of the State of Delaware or the United
          States governing the banking, trust or general powers of it or any
          order, judgment or decree applicable to it;

                                       10


     (f)  the authorization, execution or delivery by it of the Trust Agreement
          and the consummation of any of the transactions by it contemplated by
          the Trust Agreement do not require the consent or approval of, the
          giving of notice to, the registration with or the taking of any other
          action with respect to any governmental authority or agency (other
          than the filing of the Certificate of Trust with the Secretary of
          State); and

     (g)  there are no proceedings pending or, to the best of its knowledge,
          threatened against or affecting it in any court or before any
          governmental authority, agency or arbitration board or tribunal which,
          individually or in the aggregate, would materially and adversely
          affect the Trust or would question the right, power and authority of
          it to enter into or perform its obligations under the Trust Agreement.

                                    ARTICLE 6
                                DELAWARE TRUSTEE

     SECTION 6.1 GENERAL AUTHORITY.

     (a)  The Delaware Trustee is authorized and empowered, among other things,
          to (a) execute and deliver on behalf of the Trust the Program
          Documents and each certificate or other document attached as an
          exhibit to, or contemplated by, the Program Documents and any
          amendment or other agreement to any of the Program Documents, (b) take
          all actions required of the Trust pursuant to the Program Documents
          including, but not limited to (i) paying, or causing to be paid, on
          behalf of the Trust any amounts due and owing by the Trust under the
          Program Documents or any other documents or instruments to which the
          Trust is a party, (ii) providing certificates required under the
          Program Documents or other documents or instruments to which the Trust
          is a party and (iii) preparing for execution or executing amendments
          to and waivers under the Program Documents or any other documents or
          instruments deliverable by the Trust thereunder or in connection
          therewith or with the Trust Agreement, (c) cause the Trust to perform
          under the Program Documents and (d) engage in those activities,
          including entering into agreements, that are necessary, suitable or
          convenient to accomplish the foregoing or any other of the purposes of
          the Trust or are incidental thereto or connected therewith including,
          from time to time, taking such action on behalf of the Trust as is
          permitted by the Program Documents. In addition to any other duties
          under the Trust Agreement, the Delaware Trustee shall be the trustee
          of the Trust for the purpose of fulfilling the requirements of Section
          3807 of the Delaware Statutory Trust Act. Subject to the limitations
          set forth in Section 6.1(b), the Delaware Trustee shall have the power
          and authority to act on behalf of the Trust, with respect to the
          following matters:

          (i)     to execute and deliver on behalf of the Trust the Notes in
                  accordance with the Trust Agreement and the Indenture;

          (ii)    to cause the Trust to perform the Trust Agreement and to enter
                  into, and to execute, deliver and perform on behalf of the
                  Trust, the documents

                                       11


                  contained in the Series Instrument and the Closing Instrument,
                  the Distribution Agreement, the Notes, the Funding Note, each
                  Funding Agreement and such other certificates, other documents
                  or agreements as may be necessary, contemplated by or
                  desirable in connection with the purposes and function of the
                  Trust or any of the above-referenced documents;

          (iii)   subject to the applicable provisions of the Indenture, to
                  receive and maintain custody of each Funding Agreement and to
                  exercise all of the rights, powers and privileges of an owner
                  or policyholder of each Funding Agreement;

          (iv)    to grant to the Indenture Trustee a security interest in the
                  Collateral for the Notes and to pledge and collaterally assign
                  the rights, title and interest of the Trust in the Collateral
                  to the Indenture Trustee for the benefit of the Holders of
                  Notes and any other Person on whose behalf the Indenture
                  Trustee is or will be holding the Collateral, and to seek
                  release of such security interest upon payment in full of all
                  amounts required to be paid with respect to the Notes pursuant
                  to the terms and conditions of the Notes or the Indenture;

          (v)     to establish the Payment Account;

          (vi)    to send notices regarding the Notes and the Funding Agreements
                  to Allstate Life, the Indenture Trustee, the Rating Agencies,
                  the Trust Beneficial Owner and the applicable Agents under the
                  Terms Agreement in accordance with the terms of the Notes, the
                  Indenture, each Funding Agreement and the Trust Agreement;

          (vii)   to take all actions necessary or appropriate to enable the
                  Trust to comply with Section 2.8 of the Trust Agreement
                  regarding income tax treatment;

          (viii)  after the occurrence of a Funding Agreement Event of Default
                  actually known to a Responsible Officer, subject to the
                  applicable provisions of the Indenture, to take any action as
                  it may from time to time determine (based solely upon the
                  advice of counsel) is necessary or advisable to give effect to
                  the terms of the Trust Agreement and to protect and conserve
                  the Collateral for the benefit of each Holder (without
                  consideration of the effect of any such action on any
                  particular Holder) and, within five Business Days after the
                  occurrence of a Funding Agreement Event of Default actually
                  known to a Responsible Officer, to give notice thereof to the
                  Administrator, the Trust Beneficial Owner and the Indenture
                  Trustee;

          (ix)    to the extent permitted by the Trust Agreement, to participate
                  in the winding up of the affairs of and liquidation of the
                  Trust and assist with the preparation, execution and filing of
                  a certificate of cancellation with the Secretary of State;

                                       12


          (x)     subject to the Indenture, to take any action and to execute
                  any documents on behalf of the Trust, incidental to the
                  foregoing as the Delaware Trustee may from time to time
                  determine (based on the advice of counsel) is necessary or
                  advisable to give effect to the terms of the Trust Agreement;

          (xi)    to execute and file documents with the Secretary of State; and

          (xii)   to accept service of process on behalf of the Trust in the
                  State of Delaware.

     It is expressly understood and agreed that the Delaware Trustee shall be
entitled to engage outside counsel, independent accountants and other experts
appointed with due care to assist the Delaware Trustee in connection with the
performance of its duties and powers set forth in this Section 6.1(a),
including, without limitation, certificates, reports, opinions, notices or
any other documents. The Delaware Trustee shall be entitled to rely
conclusively on the advice of such counsel, accountants and other experts in
the performance of all its duties under the Trust Agreement and shall have no
liability for any documents prepared by such counsel, accountants or experts
or any action or inaction taken pursuant to the advice of such counsel,
accountants or experts. Any expenses of such counsel, accountants and experts
shall be paid by the Trust.

     (b)  So long as the Trust Agreement remains in effect, the Trust (and the
          Delaware Trustee and the Administrator acting on behalf of the Trust)
          shall not undertake any business, activity or transaction except as
          expressly provided for or contemplated by the Trust Agreement or the
          Indenture. In particular, the Trust shall not, except as otherwise
          contemplated by the Indenture:

          (i)     sell, transfer, exchange, assign, lease, convey or otherwise
                  dispose of any assets held in the Trust (as of the date of the
                  Trust Agreement or thereafter acquired), including, without
                  limitation, any portion of the Collateral, except as expressly
                  permitted under the Indenture;

          (ii)    engage in any business or activity other than in connection
                  with, or relating to, (A) the performance of the Trust
                  Agreement and the execution, delivery and performance of any
                  documents, including the Program Documents (other than the
                  Trust Agreement as set forth above), relating to the Notes and
                  the transactions contemplated thereby, (B) the issuance of the
                  Notes pursuant to the Indenture and (C) any activities,
                  including entering into agreements that are necessary,
                  suitable or convenient to accomplish the purposes of the Trust
                  specified in Section 2.5;

          (iii)   incur, directly or indirectly, any Debt except for the Notes
                  or as otherwise contemplated under the Indenture or the Trust
                  Agreement;

          (iv)    (A) permit the validity or effectiveness of the Indenture or
                  the Security Interest securing the Notes to be impaired, or
                  permit such Security Interest to be amended, hypothecated,
                  subordinated, terminated or discharged, (B) permit any Person
                  to be released from any covenants or obligations under

                                       13


                  any Funding Agreement securing the Notes, except as expressly
                  permitted thereunder, under the Indenture, the Trust
                  Agreement, or each applicable Funding Agreement, (C) create,
                  incur, assume, or permit any Lien or other encumbrance (other
                  than the Security Interests securing the Notes) on any of its
                  properties or assets, or any interest therein or the proceeds
                  thereof, or (D) permit a Lien with respect to the Collateral
                  not to constitute a valid first priority perfected security
                  interest in the Collateral securing the Notes;

          (v)     amend, modify or fail to comply with any material provision of
                  the Trust Agreement, except for any amendment or modification
                  of the Trust Agreement expressly permitted under the Trust
                  Agreement or under the Indenture or the relevant Funding
                  Agreement(s);

          (vi)    own any subsidiary or lend or advance any funds to, or make
                  any investment in, any Person, except for an investment in the
                  Funding Agreements, the Funding Note or the investment of any
                  funds of the Trust held by the Indenture Trustee, Paying
                  Agent, Registrar, Delaware Trustee or Administrator as
                  provided in (or in the documents or agreements contained in)
                  the Series Instrument or the Closing Instrument, or in any
                  Funding Agreement;

          (vii)   directly or indirectly declare or pay a distribution or make
                  any distribution or other payment, or redeem or otherwise
                  acquire or retire for value any securities other than the
                  Notes, PROVIDED that the Trust may declare or pay a
                  distribution or make any distribution or other payment to the
                  Trust Beneficial Owner in compliance with the Trust Agreement
                  if the Trust has paid or made provision for the payment of all
                  amounts due to be paid on the Notes, and pay all of its debt,
                  liabilities, obligations and expenses, the payment of which is
                  provided for under the Support Agreement;

          (viii)  become required to register as an "investment company" under
                  and as such term is defined in the Investment Company Act of
                  1940, as amended;

          (ix)    except as permitted under the Indenture, enter into any
                  transaction of merger or consolidation or liquidate or
                  dissolve itself (or, to the fullest extent permitted by law,
                  suffer any liquidation or dissolution), or acquire by purchase
                  or otherwise all or substantially all the business or assets
                  of, or any stock or other evidence of beneficial ownership of,
                  any Person;

          (x)     take any action that would cause the Trust not to be either
                  ignored or treated as a grantor trust for United States
                  Federal income tax purposes;

          (xi)    issue any Notes unless Allstate Life has affirmed in writing
                  to the Trust that it has made changes to its books and records
                  to reflect the grant of a security interest in, and the making
                  of an assignment for collateral purposes of, the relevant
                  Funding Agreement(s) by the Trust to the

                                       14


                  Indenture Trustee in accordance with the terms of such Funding
                  Agreement and the Trust has taken such other steps as may be
                  necessary to cause the Security Interest in or assignment for
                  all collateral purposes of, the Collateral to be perfected for
                  purposes of the UCC or effective against its creditors and
                  subsequent purchasers of the Collateral pursuant to insurance
                  or other state laws;

          (xii)   make any deduction or withholding from any payment of
                  principal of or interest on the Notes (other than amounts that
                  may be required to be withheld or deducted from such payments
                  under the Code or any other applicable tax law) by reason of
                  the payment of any taxes levied or assessed upon any portion
                  of the Collateral except to the extent specified in the
                  Indenture or a Note Certificate or Supplemental Indenture;

          (xiii)  have any employees other than the Delaware Trustee, the
                  Administrator or any other Persons necessary to conduct its
                  business and enter into transactions contemplated under the
                  Program Documents;

          (xiv)   have an interest in any bank account other than (A) those
                  accounts contemplated by the Program Documents, and (B) those
                  accounts expressly permitted by the Indenture Trustee;
                  PROVIDED that any such further account or such interest of the
                  Trust therein shall be charged or otherwise secured in favor
                  of the Indenture Trustee on terms acceptable to the Indenture
                  Trustee;

          (xv)    permit any Affiliate, employee or officer of Allstate Life or
                  any agent of Allstate Life or Agent to be a trustee of the
                  Trust; or

          (xvi)   commingle any of its assets with assets of any of the Trust's
                  Affiliates, or guarantee any obligation of any of the Trust's
                  Affiliates.

     (c)  Notwithstanding any other provision of the Trust Agreement, the
          Delaware Trustee and the Administrator, acting on behalf of the Trust,
          shall not take any action that would cause the Trust not to be either
          ignored or treated as a "grantor trust" for United States Federal
          income tax purposes.

     (d)  The Delaware Trustee shall, based on the advice of counsel, defend
          against all claims and demands of all Persons at any time claiming any
          Lien on any of the assets of the Trust adverse to the interest of the
          Trust or any Holder, other than the security interest in the
          Collateral granted in favor of the Indenture Trustee for the benefit
          of each Holder of the Notes and any other Person for whose benefit the
          Indenture Trustee is or will be holding the Collateral.

     (e)  If and for so long as any Funding Agreement is held by the Delaware
          Trustee for the benefit of the Trust, the Delaware Trustee shall not
          (i) waive any default under the Funding Agreement or (ii) consent to
          any amendment, modification or termination of the Funding Agreement,
          without, in each case, obtaining the prior approval of the Indenture
          Trustee in accordance with the Indenture and an opinion

                                       15


          of counsel experienced in such matters to the effect that any such
          action shall not cause the Trust not to be either ignored or treated
          as a grantor trust for United States Federal income tax purposes. The
          Delaware Trustee, upon a Responsible Officer obtaining actual
          knowledge of the occurrence of a Funding Agreement Event of Default,
          will notify the Indenture Trustee of any such Funding Agreement Event
          of Default.

     (f)  The Delaware Trustee is authorized and directed to conduct the affairs
          of the Trust and to operate the Trust so that the Trust will not (i)
          become required to register as an "investment company" under the
          Investment Company Act or (ii) fail to be either ignored or treated as
          a grantor trust for United States Federal income tax purposes. In
          connection with the preceding sentence, the Delaware Trustee shall
          have no duty to determine whether any action it takes complies with
          the preceding sentence and shall be entitled to rely conclusively on
          an opinion of counsel with respect to any such matters.

     SECTION 6.2 GENERAL DUTIES. It shall be the duty of the Delaware Trustee
to discharge, or cause to be discharged, all of its responsibilities pursuant
to the terms of the Trust Agreement, or any other documents or instruments to
which it is a party, and to administer the Trust, in accordance with the
provisions of the Trust Agreement and the other Program Documents and any
other documents or instruments to which the Trust is a party. Notwithstanding
the foregoing, the Delaware Trustee shall be deemed to have discharged its
duties and responsibilities under the Trust Agreement and any other documents
or instruments to which the Trust is a party to the extent (a) such duties
and responsibilities shall have been performed by the Administrator and (b)
the Administrator is required or permitted under the Trust Agreement, under
the Administrative Services Agreement or under any other documents or
instruments to which the Trust is a party, to perform such act or discharge
such duty of the Delaware Trustee or the Trust; PROVIDED, HOWEVER, that the
Delaware Trustee shall not be held liable for the default or failure of the
Administrator to carry out its required obligations under the Trust Agreement
or thereunder but only to the extent such obligations are not also required
to be carried out by the Delaware Trustee.

     SECTION 6.3 SPECIFIC DUTIES.

     (a)  The Delaware Trustee will manage the business and affairs of the Trust
          in accordance with the terms of the Delaware Statutory Trust Act;
          PROVIDED, HOWEVER, that the Delaware Trustee undertakes to perform
          only such duties as are specifically set forth in the Trust Agreement
          and as it may be directed from time to time by the Administrator, the
          Trust Beneficial Owner and the Indenture Trustee in accordance with
          the terms of the Trust Agreement and the Indenture.

     (b)  The Delaware Trustee agrees that it will not manage, control, use,
          sell, dispose of or otherwise deal with the Collateral except as
          expressly required or permitted by the terms of the Trust Agreement
          and the Indenture.

     (c)  The Delaware Trustee shall not take any action, or direct the
          Administrator to take any action, which would be inconsistent with
          Section 2.8 of the Trust Agreement.

                                       16


     SECTION 6.4 ACCEPTANCE OF TRUST AND DUTIES; LIMITATION ON LIABILITY. The
Delaware Trustee accepts the trust created by the Trust Agreement and agrees
to perform its duties under the Trust Agreement with respect to the same, but
only upon the terms of the Trust Agreement. No implied covenants or
obligations shall be read into the Trust Agreement. The Delaware Trustee
shall not be liable under the Trust Agreement under any circumstances except
for (i) its own willful misconduct, bad faith or gross negligence, (ii) its
failure to use ordinary care to disburse funds, or (iii) the inaccuracy of
any representation or warranty contained in the Trust Agreement expressly
made by the Delaware Trustee. In particular (but without limitation), subject
to the exceptions set forth in the preceding sentence:

     (a)  the Delaware Trustee shall not be liable for any error of judgment
          made in good faith by a Responsible Officer, unless such error of
          judgment constitutes gross negligence;

     (b)  the Delaware Trustee shall not be liable with respect to any action
          taken or omitted to be taken by it in good faith in accordance with
          the written instructions of the Administrator, the Trust Beneficial
          Owner or the Indenture Trustee or pursuant to the advice of counsel,
          accountants or other experts selected by it in good faith, so long as
          such action or omission is consistent with the terms of the Trust
          Agreement and the Indenture;

     (c)  no provision of the Trust Agreement shall require the Delaware Trustee
          to expend or risk personal funds or otherwise incur any financial
          liability in the performance of any of its rights or powers under the
          Trust Agreement if the Delaware Trustee shall have reasonable grounds
          for believing that repayment of such funds or adequate indemnity
          against such risk or liability is not reasonably assured or provided
          to it;

     (d)  under no circumstances shall the Delaware Trustee be liable for
          indebtedness or other obligations evidenced by or arising under the
          Trust Agreement, any Funding Agreement or any related document,
          including the principal of and interest on the Notes;

     (e)  the Delaware Trustee shall not be responsible for, or in respect of,
          the validity or sufficiency of the Trust Agreement or any related
          document or for the due execution of the Trust Agreement or thereof by
          any party (except by the Delaware Trustee itself) or for the form,
          character, genuineness, sufficiency, value or validity of any of the
          Collateral, other than, the signature and countersignature of the
          Delaware Trustee on any of the Program Documents and the execution of
          any certificate;

     (f)  the Delaware Trustee shall (i) not be liable for any action, inaction,
          default or misconduct of the Administrator, the Indenture Trustee or
          any Paying Agent under the Indenture, the Notes or any related
          documents or otherwise, and (ii) not have any obligation or liability
          to perform the obligations of the Trust under the Trust Agreement or
          any related document or under any Federal, state, foreign or local tax
          or securities law, in each case, that are required to be performed by
          other

                                       17


          Persons, including the Administrator under the Trust or under the
          Administrative Services Agreement or the Indenture Trustee under the
          Indenture;

     (g)  the Delaware Trustee shall not be liable for any action, inaction,
          default or misconduct of Allstate Life, and the Delaware Trustee shall
          not have any obligation or liability to perform the obligations of
          Allstate Life under the Funding Agreements or any related documents;

     (h)  the Delaware Trustee shall not be under any obligation to exercise any
          of the rights or powers vested in it by the Trust Agreement, or to
          institute, conduct or defend any litigation under the Trust Agreement
          or otherwise or in relation to the Trust Agreement or any related
          document, at the request, order or direction of any Person unless such
          Person has offered to the Delaware Trustee security or indemnity
          satisfactory to it against the costs, expenses and liabilities that
          may be incurred by the Delaware Trustee. The right of the Delaware
          Trustee to perform any discretionary act enumerated in the Trust
          Agreement or in any related document shall not be construed as a duty,
          and the Delaware Trustee shall not be answerable in connection
          therewith other than for its gross negligence or willful misconduct
          in the performance of any such act;

     (i)  except as expressly provided in the Trust Agreement, in accepting the
          trusts created by the Trust Agreement, the Delaware Trustee acts
          solely as trustee under the Trust Agreement and not in its individual
          capacity, and all Persons having any claim against the Delaware
          Trustee by reason of the transactions contemplated by the Trust
          Agreement shall look only to the Trust's property for payment or
          satisfaction thereof;

     (j)  the Delaware Trustee shall not have any responsibility or liability
          for or with respect to the genuineness, value, sufficiency or validity
          of any Collateral, and the Delaware Trustee shall in no event assume
          or incur any liability, duty or obligation to the Administrator, the
          Trust Beneficial Owner or any other Person other than as expressly
          provided for in the Trust Agreement;

     (k)  the Delaware Trustee shall not be bound to make any investigation into
          the facts or matters stated in any resolution, certificate, statement,
          instrument, opinion, report, notice, request, direction, consent,
          order, bond, debenture, note or other paper or document;

     (l)  every provision of the Trust Agreement relating to the Delaware
          Trustee shall be subject to the provisions of this Article 6;

     (m)  except in accordance with the written instructions furnished by the
          Trust Beneficial Owner or as provided in the Trust Agreement, the
          Delaware Trustee shall have no duty (i) to see to any recording or
          filing of any document, (ii) to confirm or verify any financial
          statements of the Administrator, the Trust Beneficial Owner or the
          Indenture Trustee, (iii) to inspect the Administrator's, the Trust
          Beneficial Owner's or the Indenture Trustee's books and records at any
          time

                                       18


          or (iv) to see to the payment or discharge of any tax, assessment or
          other governmental charge or any lien or encumbrance of any kind owing
          with respect to, assessed or levied against any part of the Trust,
          except to the extent the Delaware Trustee has received funds, on
          behalf of the Trust, pursuant to the Support Agreement from Allstate
          Life in satisfaction of any such tax, assessment or other governmental
          charge or any lien or encumbrance of any kind and in accordance with
          payment or transfer instructions provided by Allstate Life;

     (n)  the Delaware Trustee shall have no duty or obligation to manage,
          control, use, sell, dispose of or otherwise deal with the Trust or to
          otherwise take or refrain from taking any action under the Trust
          Agreement, except as expressly required by the terms of the Trust
          Agreement, or as expressly provided in written instructions from the
          Administrator, and in no event shall the Delaware Trustee have any
          implied duties or obligations under the Trust Agreement; the Delaware
          Trustee nevertheless agrees that it will, at its own cost and expense,
          promptly take all action as may be necessary to discharge any liens on
          any part of the property of the Trust which result from claims against
          the Delaware Trustee personally that are not related to the ownership
          or the administration of the property of the Trust or the transactions
          contemplated by the Program Documents;

     (o)  the Delaware Trustee shall not be required to take any action under
          the Trust Agreement unless the Delaware Trustee shall have been
          indemnified by the Trust, in manner and form satisfactory to the
          Delaware Trustee, against any liability, cost or expenses (including
          counsel fees and disbursements) which may be incurred in connection
          therewith, and, in addition, the Trust shall pay the reasonable
          compensation of the Delaware Trustee for the services performed;
          PROVIDED, THAT the Delaware Trustee shall not be indemnified by any
          Person for the Delaware Trustee's willful misconduct, bad faith or
          gross negligence, its failure to use ordinary care to disburse funds
          or the inaccuracy of its own representations or warranties, made in
          its individual capacity, contained in the Trust Agreement;

     (p)  the Delaware Trustee shall not be required to take any action under
          the Trust Agreement if the Delaware Trustee shall reasonably determine
          or shall have been advised by counsel that such action is contrary to
          the terms of the Trust Agreement or is otherwise contrary to law;

     (q)  the Delaware Trustee may fully rely upon and shall have no liability
          in connection with calculations or instructions forwarded to the
          Delaware Trustee by the Administrator or the Indenture Trustee, nor
          shall the Delaware Trustee have any obligation to furnish information
          to any Person if it has not received such information as it may need
          from the Administrator, the Indenture Trustee or any other Person;

     (r)  the Delaware Trustee shall not be liable with respect to any act or
          omission in good faith in accordance with the advice or direction of
          the Administrator or the Indenture Trustee. Whenever the Delaware
          Trustee is unable to decide between alternative courses of action
          permitted or required by the terms of the Trust

                                       19


          Agreement, or is unsure as to the application, intent, interpretation
          or meaning of any provision of the Trust Agreement, the Delaware
          Trustee may give notice (in such form as shall be appropriate under
          the circumstances) to the Administrator requesting instructions as to
          the course of action to be adopted, and, to the extent the Delaware
          Trustee acts in good faith in accordance with any such instruction
          received, the Delaware Trustee shall not be liable on account of such
          action to any Person. If the Delaware Trustee shall not have received
          appropriate instructions within ten days of such notice (or within
          such shorter period of time as reasonably may be specified in such
          notice or may be necessary under the circumstances), it may, but shall
          be under no duty to, take or refrain from taking such action which is
          consistent, in its view, with the Trust Agreement and as it shall deem
          to be in the best interest of the Trust Beneficial Owner, and the
          Delaware Trustee shall have no liability to any Person for such action
          or inaction;

     (s)  in no event whatsoever shall the Delaware Trustee be personally liable
          for any representation, warranty, covenant, agreement, indebtedness or
          other obligation of the Trust;

     (t)  the Delaware Trustee shall incur no liability if, by reason of any
          provision of any present or future law or regulation thereunder, or by
          any force majeure event, including but not limited to natural
          disaster, war or other circumstances beyond its control, the Delaware
          Trustee shall be prevented or forbidden from doing or performing any
          act or thing which the terms of the Trust Agreement provide shall or
          may be done or performed; and

     (u)  notwithstanding anything contained herein to the contrary, the
          Delaware Trusteee shall not be required to execute, deliver or
          certify on behalf of the Trust any filings, certificates,
          affidavits or other instruments required under the Sarbanes-Oxley
          Act of 2002.

     SECTION 6.5 RELIANCE; ADVICE OF COUNSEL.

     (a)  The Delaware Trustee shall incur no liability to anyone in acting upon
          any signature, instrument, notice, resolution, request, consent,
          order, certificate, report, opinion, bond or other document or paper
          reasonably believed by it in good faith to be genuine and signed by
          the proper party or parties. The Delaware Trustee may accept a
          certified copy of a resolution of the board of directors or other
          governing body of any corporate party as conclusive evidence that such
          resolution has been duly adopted by such body and that the same is in
          full force and effect. As to any fact or matter the manner of
          ascertainment of which is not specifically prescribed in the Trust
          Agreement, the Delaware Trustee may for all purposes of the Trust
          Agreement rely on a certificate, signed by the president or any vice
          president or by the treasurer or any assistant treasurer or the
          secretary or any assistant secretary of the relevant party, as to such
          fact or matter, and such certificate shall constitute full protection
          to the Delaware Trustee for any action taken or omitted to be taken by
          it in good faith in reliance thereon.

     (b)  In the exercise or administration of the Trust, the Delaware Trustee
          (i) may act directly or through its agents or attorneys pursuant to
          agreements entered into with any of them; PROVIDED THAT, the Delaware
          Trustee shall not be liable for the conduct or misconduct of such
          agents or attorneys if such agents or attorneys shall have been
          selected by the Delaware Trustee in good faith and with reasonable

                                       20


          care, and (ii) may consult with counsel, accountants and other skilled
          Persons to be selected in good faith and with reasonable care and
          employed by it, and it shall not be liable for anything done, suffered
          or omitted to be done in good faith by it in accordance with the
          written opinion or advice of any such counsel, accountants or other
          skilled Persons.

     SECTION 6.6 DELEGATION OF AUTHORITIES AND DUTIES. The Delaware Trustee
delegates to the Administrator all duties required to be performed by the
Administrator pursuant to the terms of the Trust Agreement and the
Administrative Services Agreement. The Delaware Trustee undertakes no
responsibility for the performance, or non-performance, of any duties delegated
to the Administrator under the Trust Agreement, the Administrative Services
Agreement or the Indenture, as applicable.

     SECTION 6.7 INDEMNIFICATION. The Trust hereby agrees, whether or not any
of the transactions contemplated by the Trust Agreement shall be consummated,
to assume liability for, and hereby indemnifies, protects, saves and keeps
harmless the Delaware Trustee, and its officers, directors, successors,
assigns, legal representatives, agents and servants (each an "Indemnified
Person"), from and against any and all liabilities, obligations, losses,
damages, penalties, taxes (excluding any taxes payable by the Delaware
Trustee on or measured by any compensation received by the Delaware Trustee,
claims, actions, investigations, proceedings, costs, expenses or
disbursements (including, without limitation, reasonable legal fees and
expenses, subject to the limitations contained in the preceding paragraphs)
of any kind and nature whatsoever which may be imposed on, incurred by or
asserted at any time against an Indemnified Person (whether or not also
indemnified against by any other person but in all cases subject to the
following two paragraphs) in any way relating to or arising out of (i) the
Trust Agreement or any of the other agreements to which the Trust is or
becomes a party or the enforcement of any of the terms of any thereof or the
administration of the assets of the Trust or the action or inaction of the
Delaware Trustee under the Trust Agreement, except where any such claim for
indemnification has arisen as a result of the willful misconduct or
gross negligence on the part of the Delaware Trustee, or the Delaware
Trustee's failure to use ordinary care to disburse funds or the performance
or nonperformance of its duties under the Trust Agreement or any of the other
agreements to which the Trust becomes a party.

                                    ARTICLE 7
                    DISSOLUTION, LIQUIDATION AND TERMINATION

     SECTION 7.1 DISSOLUTION UPON TRUST EXPIRATION DATE. Unless earlier
dissolved, the Trust shall automatically dissolve on the Trust Expiration Date.

     SECTION 7.2 TERMINATION OF AGREEMENT. The Trust Agreement and the Trust
created by the Trust Agreement shall dissolve, wind-up and terminate in
accordance with Section 3808 of the Delaware Statutory Trust Act upon the
latest to occur of:

     (a)  a distribution by the Delaware Trustee of all funds and other property
          of the Trust upon the liquidation of the Trust pursuant to Section 7.3
          of the Trust Agreement;

     (b)  the payment of, or reasonable provision for payment of, all expenses
          and other liabilities owed by the Trust; and

     (c)  the performance of all administrative actions by the Delaware Trustee
          and the Administrator necessary to accomplish the purposes of the
          Trust, including the performance of any tax reporting obligations with
          respect to the Trust or the Holders.

     The Trust shall dissolve only as provided in this Article 7, and otherwise
no Person, including the Indenture Trustee, the Administrator and the Trust
Beneficial Owner, shall be entitled to revoke or dissolve the Trust. The
Administrator shall act as the liquidator of the Trust and shall be responsible
for directing the Delaware Trustee to take all required actions in connection
with 'winding up the Trust. The Delaware Trustee shall have no liability for
following such direction to the extent it acts in good faith.

     Upon the last event to occur as described above, the Delaware Trustee shall
cause the Certificate of Trust to be canceled by filing a certificate of
cancellation with the Secretary of State in accordance with the provisions of
Section 3810 of the Delaware Statutory Trust Act, at which time the Trust and
the Trust Agreement shall terminate.

     SECTION 7.3 LIQUIDATION; DISTRIBUTIONS. On the Trust Expiration Date, the
Trust shall be wound-up by the Delaware Trustee pursuant to Section 7.2 and in
accordance with Section 3808(d) and (e) of the

                                       21


Delaware Statutory Trust Act, and the remaining Collateral and any other assets
held in the Trust shall be liquidated, and distributed in the following order of
priority:

     FIRST, to pay all amounts due and unpaid on the Notes and any other
amounts due and payable in accordance with the Indenture and

     SECOND, any remaining funds and other property shall be paid to the Trust
Beneficial Owner.

                                    ARTICLE 8
                   SUCCESSOR AND ADDITIONAL DELAWARE TRUSTEES

     SECTION 8.1 ELIGIBILITY REQUIREMENTS FOR THE DELAWARE TRUSTEE. The Delaware
Trustee shall at all times (a) be a Person satisfying the provisions of Section
3807(a) of the Delaware Statutory Trust Act, (b) be authorized to exercise
corporate trust powers, (c) have a combined capital and surplus of at least
$50,000,000 and be subject to supervision or examination by Federal or State
authorities, (d) have (or have a parent which has) a rating of at least Baa3 by
Moody's or BBB- by Standard & Poor's, (e) be a "bank" within the meaning of
Section 581 of the Code and (f) be a "United States person" within the meaning
of Section 7701(a)(30) of the Code. In addition, the Delaware Trustee shall be
an entity with its Corporate Trust Office in the State of Delaware. If the
Delaware Trustee shall publish reports of condition at least annually, pursuant
to applicable law or to the requirements of the aforesaid supervising or
examining authority, then for the purpose of this Section 8.1, the combined
capital and surplus of the Delaware Trustee shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Delaware Trustee shall cease to be eligible in
accordance with the provisions of this Section 8.1, the Delaware Trustee shall
resign immediately in the manner and with the effect specified in Section 8.2.

     SECTION 8.2 RESIGNATION OR REMOVAL OF THE DELAWARE TRUSTEE. The Delaware
Trustee may resign as Delaware Trustee, or the Administrator, acting on behalf
of the Trust, may, in its sole discretion, remove the Delaware Trustee, in each
case with thirty (30) days' prior notice to the Delaware Trustee, the Indenture
Trustee and each Rating Agency then rating the Program or the Notes. Upon any
resignation or removal of the Delaware Trustee, the Administrator, acting on
behalf of the Trust, shall appoint a successor Delaware Trustee whereupon such
successor Delaware Trustee shall succeed to the rights, powers and duties of the
Delaware Trustee, and the term "Delaware Trustee" shall thereupon mean such
successor Delaware Trustee effective upon such appointment and approval, and the
predecessor Delaware Trustee's powers and duties as Delaware Trustee shall be
terminated, without any other or further act or deed on the part of such
predecessor Delaware Trustee or any of the parties to the Trust Agreement or any
holders of the obligations owing hereunder; PROVIDED, that if at any time the
Delaware Trustee shall cease to be eligible in accordance with Section 8.1 and
shall have not resigned, or if at any time the Delaware Trustee, shall become
incapable of acting or shall be adjudged bankrupt or insolvent, or a receiver
for the Delaware Trustee or for its property shall be appointed, or any public
officer shall take charge or control of the Delaware Trustee or of its property
or affairs for the purpose of rehabilitation, conservation or liquidation, then
the Administrator may remove the Delaware Trustee. On and after the effective
date of any resignation or removal of the Delaware Trustee hereunder, the
provisions of this Article 8 shall inure to its benefit as to any actions taken
or

                                       22


omitted to be taken by it while it was Delaware Trustee under the Trust
Agreement. Any such resignation or removal shall become effective following the
appointment of a successor Delaware Trustee in accordance with the provisions of
this Section 8.2.

     If no successor Delaware Trustee shall be appointed and shall have accepted
such appointment within thirty (30) days after the aforesaid notice of
resignation or removal, the Trust (or the Administrator, acting on its behalf)
or the resigning Delaware Trustee may apply to any court of competent
jurisdiction to appoint a successor Delaware Trustee to act until such time, if
any, as a successor Delaware Trustee shall have been appointed as provided in
this Section 8.2. Any successor so appointed by such court shall immediately and
without further act be superseded by any successor Delaware Trustee appointed
pursuant to this Section 8.2.

     Any resignation or removal of the Delaware Trustee and appointment of a
successor Delaware Trustee pursuant to any of the provisions of this Section 8.2
shall not become effective until all fees and expenses, including any indemnity
payments, due to the outgoing Delaware Trustee have been paid and until
acceptance of appointment by the successor Delaware Trustee pursuant to Section
8.3.

     If at any time the Delaware Trustee shall resign or be removed or otherwise
become incapable of acting, or if at any time a vacancy shall occur in the
office of the Delaware Trustee for any other cause, a successor Delaware Trustee
shall be appointed as set forth in this Section 8.2. The powers, duties,
authority and title of the predecessor Delaware Trustee shall be terminated and
canceled without any formality (except as may be required by applicable law)
other than appointment and designation of a successor Delaware Trustee in
writing duly acknowledged and delivered to the predecessor Delaware Trustee and
the Trust.

     SECTION 8.3 SUCCESSOR DELAWARE TRUSTEE. Each successor Delaware Trustee
appointed pursuant to Section 8.2 shall execute, acknowledge and deliver to the
Administrator, the Trust Beneficial Owner and the predecessor Delaware Trustee
an instrument accepting such appointment under the Trust Agreement, and
thereupon the resignation or removal of the predecessor Delaware Trustee shall
become effective, the resigning Delaware Trustee shall be released of all duties
and trusts under the Trust Agreement and such successor Delaware Trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties, and obligations of its predecessor under the Trust
Agreement, with like effect as if originally named as Delaware Trustee. The
predecessor Delaware Trustee shall deliver to the successor Delaware Trustee all
documents and statements and funds held by it under the Trust Agreement; and the
Administrator and the predecessor Delaware Trustee shall execute and deliver
such instruments and do such other things as may reasonably be required for
fully and certainly vesting and confirming in the successor Delaware Trustee all
such rights, powers, duties and obligations.

     Any successor Delaware Trustee appointed under the Trust Agreement shall
promptly file an amendment to the Certificate of Trust with the Secretary of
State identifying the name and principal place of business of such successor
Delaware Trustee in the State of Delaware.

                                       23


     No successor Delaware Trustee shall accept appointment as provided in this
Section 8.3 unless at the time of such acceptance such successor Delaware
Trustee shall be eligible pursuant to Section 8.1.

     Upon acceptance of appointment by a successor Delaware Trustee pursuant to
this Section 8.3, the Administrator shall mail notice of such appointment to the
Indenture Trustee and each Rating Agency then rating the Program or the Notes.
If the Administrator shall fail to mail such notice within ten (10) days after
acceptance of appointment by the successor Delaware Trustee, the successor
Delaware Trustee shall cause such notice to be mailed in the manner aforesaid.

     SECTION 8.4 MERGER OR CONSOLIDATION OF DELAWARE TRUSTEE. Any Person into
which the Delaware Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Delaware Trustee shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the
Delaware Trustee, shall, without the execution or filing of any instrument or
any further act on the part of any of the parties to the Trust Agreement,
anything in the Trust Agreement to the contrary notwithstanding, be the
successor of the Delaware Trustee under the Trust Agreement; PROVIDED, such
Person shall be eligible pursuant to Section 8.1.

     SECTION 8.5 APPOINTMENT OF CO-DELAWARE TRUSTEE OR SEPARATE DELAWARE
TRUSTEE.

     (a)  Notwithstanding any other provisions of the Trust Agreement, at any
          time, for the purpose of meeting any legal requirements of any
          jurisdiction in which any part of any Collateral may at the time be
          located, the Administrator and the Delaware Trustee shall at any time
          have the power and shall execute and deliver all instruments necessary
          to appoint one or more Persons approved by the Delaware Trustee to act
          as co-Delaware Trustee, jointly with it, or as separate Delaware
          Trustee or separate Delaware Trustees, of all or any part of any
          Collateral and, subject to Section 4.4 of the Trust Agreement, to vest
          in such Person, in such capacity, such title to any Collateral, or any
          part thereof, and, subject to the other provisions of this Section
          8.5, such powers, duties, obligations, rights and trusts as the
          Administrator and the Delaware Trustee may deem necessary or
          desirable. If the Administrator shall not have joined in such
          appointment within 15 days after the receipt by it of a request so to
          do, the Delaware Trustee alone shall have the power to make such
          appointment. No co-Delaware Trustee or separate Delaware Trustee under
          the Trust Agreement shall be required to meet the terms of eligibility
          as a successor Delaware Trustee pursuant to Section 8.1 and no notice
          of the appointment of any co-Delaware Trustee or separate Delaware
          Trustee shall be required; PROVIDED, HOWEVER, that any co-Delaware
          Trustee or separate Delaware Trustee must be a "United States person"
          within the meaning of Section 7701(a)(30) of the Code and a "bank"
          within the meaning of Section 581 of the Code.

                                       24


     (b)  Each separate Delaware Trustee and co-Delaware Trustee shall, to the
          extent permitted by law, be appointed and act subject to the following
          provisions and conditions:

          (i)     all rights, powers, duties, and obligations conferred or
                  imposed upon the Delaware Trustee shall be conferred or
                  imposed upon and exercised or performed by the Delaware
                  Trustee and such separate Delaware Trustee or co-Delaware
                  Trustee jointly (it being understood that such separate
                  Delaware Trustee or co-Delaware Trustee is not authorized to
                  act separately without the Delaware Trustee joining in such
                  act), except to the extent that under any law of any
                  jurisdiction in which any particular act or acts are to be
                  performed, the Delaware Trustee shall be incompetent or
                  unqualified to perform such act or acts, in which event such
                  rights, powers, duties and obligations (including the holding
                  of title to the Trust or any portion thereof in any such
                  jurisdiction) shall be exercised and performed by such
                  separate Delaware Trustee or co-Delaware Trustee, but solely
                  at the discretion of the Delaware Trustee;

          (ii)    the Administrator and the Delaware Trustee acting jointly may
                  at any time accept the resignation of or remove any separate
                  Delaware Trustee or co-Delaware Trustee; and

          (iii)   no Delaware Trustee shall be personally liable by reason of
                  the act or omission of any other Delaware Trustee under the
                  Trust Agreement.

     (c)  Any notice, request or other writing given to the Delaware Trustee
          shall be deemed to have been given to each of the then separate
          Delaware Trustee and co-Delaware Trustee, as effectively as if given
          to each of them. Every instrument appointing any separate Delaware
          Trustee or co-Delaware Trustee shall refer to this Section 8.5 and the
          conditions of this Article 8. Each separate Delaware Trustee and
          co-Delaware Trustee, upon its acceptance of the trusts conferred,
          shall be vested with the estates or property specified in its
          instruments of appointment, either jointly with the Delaware Trustee
          or separately, as may be provided therein, subject to all the
          provisions of the Trust Agreement, specifically including every
          provision of the Trust Agreement relating to the conduct of, affecting
          the liability of, or affording protection to, the Delaware Trustee.
          Each such instrument shall be filed with the Delaware Trustee and a
          copy thereof given to the Administrator.

     (d)  Any separate Delaware Trustee or co-Delaware Trustee may at any time
          appoint the Delaware Trustee as its agent or attorney-in-fact with
          full power and authority, to the extent not prohibited by law, to do
          any lawful act under or in respect of the Trust Agreement on its
          behalf and in its name. If any separate Delaware Trustee or
          co-Delaware Trustee shall become incapable of acting, resign or be
          removed, all of its estates, properties, rights, remedies and trusts
          shall vest in and be exercised by the Delaware Trustee, to the extent
          permitted by law, without the appointment of a new or successor
          Delaware Trustee.

                                       25


     SECTION 8.6 DELAWARE TRUSTEE MAY OWN NOTES. Except to the extent prohibited
under the terms of the Notes, the Delaware Trustee, in its individual or any
other capacity, may become the beneficial owner or pledgee of Notes, to the
extent that such ownership does not inhibit the Trust from relying on the
applicable exemption from registration as an "investment company" under the
Investment Company Act, with the same rights as it would have if it were not the
Delaware Trustee; PROVIDED, THAT any Notes so owned or pledged shall not be
entitled to participate in any decisions made or instructions given to the
Delaware Trustee or the Indenture Trustee by the Holders as a group. Except as
provided in this Section 8.6, the Delaware Trustee may deal with the Trust and
the Trust Beneficial Owner in banking and trustee transactions with the same
rights as it would have if it were not the Delaware Trustee.

                                    ARTICLE 9
                            MISCELLANEOUS PROVISIONS

     SECTION 9.1 LIMITATION ON RIGHTS OF OTHERS.

     The death, bankruptcy, termination, dissolution or incapacity of any Person
having an interest, beneficial or otherwise, in the Trust shall not operate to
terminate the Trust Agreement, nor to annul, dissolve or terminate the Trust,
nor to entitle the legal successors, representatives or heirs of any such
Person, to claim an accounting, take any action or bring any proceeding in any
court for a partition or winding up of the arrangements contemplated by the
Trust Agreement, nor otherwise affect the rights, obligations and liabilities of
the parties to the Trust Agreement or any of them.

     SECTION 9.2 AMENDMENTS.

     (a)  The Trust Agreement may be amended from time to time by the Delaware
          Trustee and the Administrator by a written instrument executed by the
          Delaware Trustee and the Administrator, in any way that is not
          inconsistent with the intent of the Trust Agreement, including,
          without limitation to: (i) cure any ambiguity, (ii) correct,
          supplement or modify any provision of the Trust Agreement that is
          inconsistent with another provision of the Trust Agreement or (iii)
          modify, eliminate or add to any provisions of the Trust Agreement to
          the extent necessary to ensure that the Trust will, at all times, for
          United States Federal income tax purposes will be either ignored or
          treated as a grantor trust or to ensure that the Trust will not be
          required to register as an investment company under the Investment
          Company Act and no such amendment shall require the consent of any
          other Person, except to the extent specified in Sections 9.2(c) and
          9.2(d).

     (b)  So long as any Notes remain outstanding, except as provided in
          Sections 9.2(c) and 9.2(d), any amendment to the Trust Agreement that
          would adversely affect, in any material respect, the terms of any
          Notes, other than any amendment of the type contemplated by clause
          (iii) of Section 9.2(a), shall require the prior consent of the
          Holders of a majority of the outstanding principal amount of the
          Notes.

     (c)  So long as any Notes remain outstanding, the Trust Agreement may not
          be amended to (i) change the amount or timing of any payment of any
          Notes or (ii)

                                       26


          impair the right of any Holder to institute suit for the enforcement
          of any right for principal and interest or other distribution without
          the consent of each affected Holder.

     (d)  The Delaware Trustee shall not be required to enter into any amendment
          to the Trust Agreement which adversely affects its own rights, duties
          or immunities under the Trust Agreement.

     (e)  Prior to the execution of any amendment to the Trust Agreement, the
          Delaware Trustee shall be entitled to an opinion of counsel as to
          whether such amendment is permitted by the terms of the Trust
          Agreement and whether all conditions precedent to such amendment have
          been met, in each case under the laws of the State of Delaware.

     (f)  Promptly after the execution of any such amendment or consent, the
          Administrator shall furnish a copy of such amendment or consent
          (including those obtained or effected by the Trust Agreement) to the
          Indenture Trustee, the Trust Beneficial Owner, the Agents and the
          Rating Agencies.

     (g)  Contemporaneously with, or promptly after, the execution of any
          amendment to the Trust Agreement requiring amendment to the
          Certificate of Trust, the Delaware Trustee shall cause the filing of
          such amendment to the Certificate of Trust with the Secretary of
          State.

     (h)  Notwithstanding any other provision of the Trust Agreement, no
          amendment to the Trust Agreement may be made (i) if such amendment
          would cause (A) the Trust not to be either ignored or treated as a
          "grantor trust" for United States Federal income tax purposes or (B)
          the Notes to be treated as other than indebtedness of Allstate Life
          and (ii) no amendment to the Trust Agreement may be made without the
          prior consent of Allstate Life.

     SECTION 9.3 NOTICES. All demands, notices, instructions and other
communications shall be in writing (including telecopied or telegraphic
communications) and shall be personally delivered, mailed or transmitted by
telecopy or telegraph, respectively, addressed as set forth below (or, in the
case of any other relevant party, addressed as set forth in a separate notice
delivered to all relevant parties):

          If to Delaware Trustee:

          Wilmington Trust Company
          Rodney Square North
          1100 North Market Street
          Wilmington, DE 19890-0001
          Attention: Corporate Trust Administration
          Facsimile: (302) 636-4140

                                       27


          If to the Trust Beneficial Owner:

          Allstate Life Global Funding
          c/o AMACAR Pacific Corp.
          6525 Morrison Boulevard, Suite 318
          Charlotte, North Carolina 28211
          Attention: President
          Facsimile: (704) 365-1632

          If to the Administrator:

          AMACAR Pacific Corp.
          6525 Morrison Blvd., Suite 318
          Charlotte, North Carolina 28211
          Attention: Douglas K. Johnson
          Facsimile: (704) 365-1632

          with a copy to:

          Tannenbaum Helpern Syracuse & Hirschtritt LLP
          900 3rd Avenue
          New York, NY 10022
          Attention: Stephen Rosenberg
          Facsimile: -

          If to the Indenture Trustee:

          J.P. Morgan Trust Company, National Association
          201 North Central Avenue
          Phoenix, AZ 85004
          Attention: -
          Facsimile: -

          If to the Rating Agencies:

          Standard & Poor's Ratings Services,
          a division of The McGraw-Hill Companies, Inc.
          55 Water Street
          New York, NY 10041
          Attention: Capital Markets
          Facsimile: (212) 438-5215

                                       28


          Moody's Investors Service Inc.
          99 Church Street
          New York, NY 10007
          Attention: Life Insurance Group
          Facsimile: (212) 553-4805

or at such other address as shall be designated by any such party in a written
notice to the other parties. Notwithstanding the foregoing, any notice required
or permitted to be mailed to the Trust Beneficial Owner shall be given by first
class mail, postage prepaid, at Allstate Life Global Funding, c/o AMACAR Pacific
Corp., 6525 Morrison Blvd., Suite 318, Charlotte, North Carolina 28211, and any
notices mailed within the time prescribed in the Trust Agreement shall be
conclusively presumed to have been duly given, whether or not the Trust
Beneficial Owner received such notice. Any notice required or permitted to be
mailed to any Holder of a Note shall be given as specified in the Indenture.

     SECTION 9.4 NO RECOURSE. The Trust Beneficial Owner acknowledges that its
beneficial interest in the Trust does not represent an obligation of Allstate
Life, the Delaware Trustee, the Administrator, the Indenture Trustee or any
Affiliate of any of the foregoing and no recourse may be had against such
parties or their assets, except as may be expressly set forth or contemplated in
the Trust Agreement or the Indenture.

     SECTION 9.5 LIMITED RECOURSE. Notwithstanding anything to the contrary
contained in the Trust Agreement, the obligations of the Trust under the Trust
Agreement and all Program Documents and other documents or instruments entered
into by the Trust, are solely the obligations of the Trust and shall be payable
solely to the extent of funds received by and available to the Trust under the
Funding Agreements, the other Collateral and the Support Agreement. No recourse
shall be had for the payment of any amount owing in respect of any obligation
of, or claim against, the Trust arising out of or based upon the Trust
Agreement, the Notes or any other Program Document against any holder of a
beneficial interest, employee, agent, officer or Affiliate of the Trust and,
except as specifically provided in the Trust Agreement and in the other Program
Documents, no recourse shall be had for the payment of any amount owing in
respect of any obligation of, or claim against, the Trust arising out of or
based upon the Trust Agreement, the Notes or any other Program Documents against
the Indenture Trustee, the Delaware Trustee, the Administrator, Allstate Life,
the Agents or any of their respective holders of beneficial interests,
employees, agents, officers, directors, incorporators or Affiliates.

     SECTION 9.6 NO PETITION. To the extent permitted by applicable law, each of
the Delaware Trustee and the Administrator covenants and agrees, and the Trust
Beneficial Owner by its acceptance of a beneficial interest in the Trust will be
deemed to have covenanted and agreed, that it will not institute against, or
join with any other Person in instituting against, the Trust any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any applicable bankruptcy or similar law. This Section 9.6
shall survive termination of the Trust Agreement.

                                       29


     SECTION 9.7 GOVERNING LAW. The Trust Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without regard
to its choice of law principles.

     SECTION 9.8 SEVERABILITY. If any provision in the Trust Agreement shall be
invalid, illegal or unenforceable, such provisions shall be deemed severable
from the remaining provisions of the Trust Agreement and shall in no way affect
the validity or enforceability of such other provisions of the Trust Agreement.

     SECTION 9.9 THIRD PARTY BENEFICIARIES. The Trust Agreement shall inure to
the benefit of and be binding upon the parties to the Trust Agreement and their
respective successors and permitted assigns. Except as otherwise provided in the
Trust Agreement, no other Person shall have any right or obligation under the
Trust Agreement.

     SECTION 9.10 COUNTERPARTS. The Trust Agreement and any amendments,
modifications, restatements, supplements and/or replacements of the Trust
Agreement, or waivers or consents to the Trust Agreement, may be executed in any
number of counterparts, and by different parties to the Trust Agreement in
separate counterparts, each of which, when so executed and delivered, shall be
deemed to be an original and all of which counterparts, when taken together,
shall constitute one and the same instrument. The Trust Agreement shall become
effective upon the execution of a counterpart to each of the parties to the
Trust Agreement.

                                       30




                                                                     EXHIBIT 4.5

================================================================================


                            STANDARD INDENTURE TERMS

                                 WITH RESPECT TO

                       ALLSTATE LIFE GLOBAL FUNDING TRUSTS


================================================================================



                                TABLE OF CONTENTS




                                                                                            PAGE
                                                                                           
                                            ARTICLE 1
                                           DEFINITIONS

   SECTION 1.1    CERTAIN TERMS DEFINED........................................................1
   SECTION 1.2    INTERPRETATION...............................................................9

                                            ARTICLE 2
                                            THE NOTES

   SECTION 2.1    AMOUNT UNLIMITED............................................................10
   SECTION 2.2    STATUS OF NOTES.............................................................10
   SECTION 2.3    FORMS GENERALLY.............................................................10
   SECTION 2.4    CURRENCY; DENOMINATIONS.....................................................11
   SECTION 2.5    EXECUTION, AUTHENTICATION, DELIVERY AND DATE................................12
   SECTION 2.6    REGISTRATION, TRANSFER AND EXCHANGE.........................................12
   SECTION 2.7    MUTILATED, DESTROYED, LOST OR STOLEN NOTE CERTIFICATES......................14
   SECTION 2.8    INTEREST RECORD DATES.......................................................15
   SECTION 2.9    CANCELLATION................................................................16
   SECTION 2.10   GLOBAL SECURITIES...........................................................16
   SECTION 2.11   WITHHOLDING TAX.............................................................17
   SECTION 2.12   TAX TREATMENT...............................................................18

                                            ARTICLE 3
                  REDEMPTION, REPAYMENT AND REPURCHASE OF NOTES; SINKING FUNDS

   SECTION 3.1    REDEMPTION OF NOTES.........................................................18
   SECTION 3.2    REPAYMENT AT THE OPTION OF THE HOLDER.......................................21
   SECTION 3.3    REPURCHASE OF NOTES.........................................................22
   SECTION 3.4    SINKING FUNDS...............................................................23

                                            ARTICLE 4
                    PAYMENTS; PAYING AGENTS AND CALCULATION AGENT; COVENANTS

   SECTION 4.1    PAYMENT OF PRINCIPAL AND INTEREST...........................................23
   SECTION 4.2    OFFICES FOR PAYMENTS, ETC...................................................26
   SECTION 4.3    APPOINTMENT TO FILL A VACANCY IN OFFICE OF INDENTURE TRUSTEE................26
   SECTION 4.4    PAYING AGENTS...............................................................26
   SECTION 4.5    CALCULATION AGENT...........................................................30
   SECTION 4.6    CERTIFICATE TO INDENTURE TRUSTEE............................................32
   SECTION 4.7    NEGATIVE COVENANTS..........................................................32
   SECTION 4.8    ADDITIONAL AMOUNTS..........................................................35



                                        i


                                                                                        
                                            ARTICLE 5
                REMEDIES OF THE INDENTURE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

   SECTION 5.1    EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY; WAIVER OF DEFAULT.......36
   SECTION 5.2    COLLECTION OF INDEBTEDNESS BY INDENTURE TRUSTEE; INDENTURE TRUSTEE MAY
                  PROVE DEBT..................................................................39
   SECTION 5.3    APPLICATION OF PROCEEDS.....................................................41
   SECTION 5.4    SUITS FOR ENFORCEMENT.......................................................42
   SECTION 5.5    RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS.........................43
   SECTION 5.6    LIMITATIONS ON SUITS BY HOLDERS.............................................43
   SECTION 5.7    POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER OF DEFAULT.....44
   SECTION 5.8    CONTROL BY THE HOLDERS......................................................44
   SECTION 5.9    WAIVER OF PAST DEFAULTS.....................................................45

                                            ARTICLE 6
                                      THE INDENTURE TRUSTEE

   SECTION 6.1    CERTAIN DUTIES AND RESPONSIBILITIES.........................................45
   SECTION 6.2    CERTAIN RIGHTS OF THE INDENTURE TRUSTEE.....................................46
   SECTION 6.3    NOT RESPONSIBLE FOR RECITALS, VALIDITY OF THE NOTES OR APPLICATION OF
                  THE PROCEEDS................................................................48
   SECTION 6.4    MAY HOLD NOTES; COLLECTIONS, ETC............................................48
   SECTION 6.5    FUNDS HELD BY INDENTURE TRUSTEE.............................................48
   SECTION 6.6    COMPENSATION; REIMBURSEMENT; INDEMNIFICATION................................48
   SECTION 6.7    CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.....................................49
   SECTION 6.8    RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE...................50
   SECTION 6.9    ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE..............................51
   SECTION 6.10   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS OF
                  INDENTURE TRUSTEE...........................................................52
   SECTION 6.11   LIMITATIONS ON RIGHTS OF INDENTURE TRUSTEE AS CREDITOR......................52

                                            ARTICLE 7
                    HOLDERS' LISTS AND REPORTS BY INDENTURE TRUSTEE AND TRUST

   SECTION 7.1    TRUST TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES OF HOLDERS...........52
   SECTION 7.2    PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS.......................53
   SECTION 7.3    REPORTS BY INDENTURE TRUSTEE................................................53
   SECTION 7.4    REPORTS BY TRUST............................................................54
   SECTION 7.5    COMPLIANCE CERTIFICATES AND AUDITOR'S REPORTS...............................55

                                            ARTICLE 8
                                     CONCERNING EACH HOLDER

   SECTION 8.1    EVIDENCE OF ACTION TAKEN BY A HOLDER........................................55


   


                                       ii


                                                                                        
   SECTION 8.2    PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF NOTES...................56
   SECTION 8.3    VOTING RECORD DATE..........................................................56
   SECTION 8.4    PERSONS DEEMED TO BE OWNERS.................................................56
   SECTION 8.5    NOTES OWNED BY TRUST DEEMED NOT OUTSTANDING.................................56
   SECTION 8.6    RIGHT OF REVOCATION OF ACTION TAKEN; BINDING EFFECT OF ACTIONS BY
                  HOLDERS.....................................................................57

                                            ARTICLE 9
                                     SUPPLEMENTAL INDENTURES

   SECTION 9.1    SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS..........................57
   SECTION 9.2    SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.............................59
   SECTION 9.3    COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL INDENTURE.......60
   SECTION 9.4    DOCUMENTS TO BE GIVEN TO INDENTURE TRUSTEE..................................60
   SECTION 9.5    NOTATION ON NOTE CERTIFICATES IN RESPECT OF SUPPLEMENTAL INDENTURES.........60

                                           ARTICLE 10
                            CONSOLIDATION, MERGER, SALE OR CONVEYANCE

   SECTION 10.1   TRUST MAY MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY UNDER CERTAIN
                  CIRCUMSTANCES...............................................................60

                                           ARTICLE 11
                    SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED FUNDS

   SECTION 11.1   SATISFACTION AND DISCHARGE OF INDENTURE.....................................61
   SECTION 11.2   APPLICATION BY INDENTURE TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT OF NOTES....62
   SECTION 11.3   REPAYMENT OF FUNDS HELD BY PAYING AGENT.....................................62
   SECTION 11.4   RETURN OF FUNDS HELD BY INDENTURE TRUSTEE AND PAYING AGENT..................62

                                           ARTICLE 12
                                  MEETINGS OF HOLDERS OF NOTES

   SECTION 12.1   PURPOSES FOR WHICH MEETINGS MAY BE CALLED...................................62
   SECTION 12.2   CALL, NOTICE AND PLACE OF MEETINGS..........................................62
   SECTION 12.3   PERSONS ENTITLED TO VOTE AT MEETINGS........................................63
   SECTION 12.4   QUORUM; ACTION..............................................................63
   SECTION 12.5   DETERMINATION OF VOTING RIGHTS; CONDUCT OF ADJOURNMENT OF MEETINGS..........64
   SECTION 12.6   COUNTING VOTES AND RECORDING ACTION OF MEETINGS.............................65

                                           ARTICLE 13
                                    MISCELLANEOUS PROVISIONS

   SECTION 13.1   NO RECOURSE.................................................................65


   


                                       iii


                                                                                        
   SECTION 13.2   PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND HOLDERS.........66
   SECTION 13.3   SUCCESSORS AND ASSIGNS OF TRUST BOUND BY INDENTURE..........................66
   SECTION 13.4   NOTICES AND DEMANDS ON TRUST, INDENTURE TRUSTEE AND ANY HOLDER..............66
   SECTION 13.5   TRUST CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO BE
                  CONTAINED THEREIN...........................................................68
   SECTION 13.6   GOVERNING LAW...............................................................69
   SECTION 13.7   COUNTERPARTS................................................................70
   SECTION 13.8   TRUST INDENTURE ACT TO CONTROL..............................................70
   SECTION 13.9   JUDGMENT CURRENCY...........................................................70

                                           ARTICLE 14
                                        SECURITY INTEREST

   SECTION 14.1   SECURITY INTEREST...........................................................71
   SECTION 14.2   REPRESENTATIONS AND WARRANTIES..............................................71
   SECTION 14.3   ADDITIONAL REPRESENTATIONS AND WARRANTIES...................................72
   SECTION 14.4   FURTHER ASSURANCES; COVENANTS...............................................74
   SECTION 14.5   GENERAL AUTHORITY...........................................................75
   SECTION 14.6   REMEDIES UPON EVENT OF DEFAULT..............................................75
   SECTION 14.7   LIMITATION ON DUTIES OF INDENTURE TRUSTEE WITH RESPECT TO COLLATERAL........76
   SECTION 14.8   CONCERNING THE INDENTURE TRUSTEE............................................76
   SECTION 14.9   TERMINATION OF SECURITY INTEREST............................................77


   


EXHIBIT A-1  FORM OF GLOBAL SECURITY FOR SECURED MEDIUM TERM NOTES PROGRAM
EXHIBIT A-2  FORM OF DEFINITIVE SECURITY FOR SECURED MEDIUM TERM NOTES PROGRAM
EXHIBIT A-3  FORM OF GLOBAL SECURITY FOR ALLSTATE LIFE(SM) CORENOTES(SM) PROGRAM
EXHIBIT A-4  FORM OF DEFINITIVE SECURITY FOR ALLSTATE LIFE(SM) CORENOTES(SM)
             PROGRAM
EXHIBIT B    FORM OF CERTIFICATE OF AUTHENTICATION
EXHIBIT C    FORM OF ANNUAL STATEMENT OF COMPLIANCE

                                       iv


                              RECONCILIATION TABLE




Trust Indenture Act Section                     Standard Indenture Terms Section
                                                                      
Section 310(a)(1)............................................................6.7
 (a)(2)......................................................................6.7
 (b).........................................................................6.8
Section 311(a)..............................................................6.11
Section 312(a) ..............................................................7.1
 (b).........................................................................7.2
 (c).........................................................................7.2
Section 313(a)............................................................7.3(b)
 (b)......................................................................7.3(c)
 (c)......................................................................7.3(d)
 (d)......................................................................7.3(d)
Section 314(a) ..............................................................7.4
(b).......................................................................7.3(f)
(c)(1) ..................................................................13.5(a)
 (c)(2) .................................................................13.5(a)
 (e).....................................................................13.5(b)
 (f).....................................................................13.5(a)
Section 315(c) ...........................................................6.1(b)
Section 316(a) (last sentence) ..............................................8.5
 (a)(1)(A)...................................................................5.8
 (a)(1)(B)...................................................................5.9
 (b).........................................................................5.6
Section 317(a)(1).........................................................5.2(c)
 (a)(2) ..................................................................5.2(c)
 (b)......................................................................4.4(a)
Section 318(a) .............................................................13.8
 (c) .......................................................................13.8



     This reconciliation table shall not be deemed to be part of the Indenture
for any purpose.

     Attention should also be directed to Section 318(c) of the Trust Indenture
Act, which provides that certain provisions of Sections 310 to and including 317
are a part of and govern every qualified indenture, whether or not physically
contained in the Indenture.



          This document constitutes the Standard Indenture Terms, which will
be incorporated by reference in, and form a part of, the Indenture (as
defined below), by and among the Trust (as defined below) and the Indenture
Trustee (as defined below).

          These Standard Indenture Terms shall be of no force and effect unless
and until incorporated by reference into, and then only to the extent not
modified by, such Indenture.

          The following Standard Indenture Terms shall govern the Notes subject
to contrary terms and provisions expressly adopted in the Indenture, any
Supplemental Indenture or the Notes, which contrary terms shall be controlling.

                                    ARTICLE 1
                                   DEFINITIONS

     SECTION 1.1    CERTAIN TERMS DEFINED. The following terms shall have the
meanings specified in this Section for all purposes of the Indenture and the
Notes, unless otherwise expressly provided. All other terms used in the
Indenture which are defined in the Trust Indenture Act or which are by reference
therein defined in the Securities Act shall have the meanings (except as
otherwise expressly provided in the Indenture or unless the context otherwise
clearly requires) assigned to such terms in the Trust Indenture Act and in the
Securities Act as in force at the date of the Indenture as originally executed.

     "ADDITIONAL AMOUNTS" means any additional amounts which may be required by
the Notes, under circumstances specified in a Note Certificate or Supplemental
Indenture, to be paid by the Trust in respect of certain taxes, assessments or
other governmental charges imposed on Holders specified therein and which are
owing to such Holders.

     "ADMINISTRATIVE SERVICES AGREEMENT" means that certain administrative
services agreement included in Part B of the Series Instrument, by and between
the Trust and the Administrator, as the same may be amended, modified, restated,
supplemented and/or replaced from time to time.

     "ADMINISTRATOR" means AMACAR Pacific Corp., a Delaware corporation, in its
capacity as the sole administrator of the Trust, and its permitted successors
and assigns.

     "AFFILIATE" means, as applied to any Person, any other Person directly or
indirectly controlling, controlled by, or under common control with, that Person
and, in the case of an individual, any spouse or other member of that
individual's immediate family. For the purposes of this definition, "control"
(including with correlative meanings, the terms "controlling", "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of that Person, whether through the
ownership of voting securities or by contract or otherwise.

     "AGENTS" has the meaning set forth in the Distribution Agreement.

     "AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT" means that certain
Amended and Restated Administrative Services Agreement dated as of - , 2004,
between

                                        1


AMACAR Pacific Corp. and Global Funding, as the same may be amended, restated,
modified, supplemented or replaced from time to time.

     "ANNUAL REDEMPTION PERCENTAGE REDUCTION" has the meaning specified in the
Note Certificate(s).

     "BOOK-ENTRY NOTE" means a Note, the registered ownership of which is
represented by a Global Security.

     "BUSINESS DAY" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The City of New York;
PROVIDED, HOWEVER, that, with respect to Foreign Currency Notes, the day must
also not be a day on which commercial banks are authorized or required by law,
regulation or executive order to close in the Principal Financial Center of the
country issuing the Specified Currency (or, if the Specified Currency is Euro,
the day must also be a day on which the Target System is open).

     "CALCULATION AGENT" means the Indenture Trustee in its capacity as
calculation agent or any other Person specified as calculation agent with
respect to any Notes in the Note Certificate(s).

     "CERTIFICATED NOTE" means a Note represented by a Definitive Security.

     "CLEARING CORPORATION" means DTC, or any other clearing system specified in
the Note Certificate(s) and their respective successors and "CLEARING
CORPORATIONS" means all of the foregoing.

     "CLOSING INSTRUMENT" means the closing instrument of the Trust, pursuant to
which the Indenture is entered into, and certain other documents are executed,
in connection with the issuance of the Notes by the Trust.

     "CODE" means the United States Internal Revenue Code of 1986, as amended,
including any successor statutes and any applicable rules, regulations, notices
or orders promulgated thereunder.

     "COLLATERAL" means, with respect to the Notes, the right, title and
interest of the Trust in and to (i) each Funding Agreement held in the Trust,
(ii) all Proceeds in respect of each such Funding Agreement and (iii) all books
and records (including without limitation, computer programs, printouts and
other computer materials and files) of the Trust pertaining to the Funding
Agreement(s).

     "COMMISSION" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, as amended,
or, if at any time after the execution of the Indenture such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

                                        2


     "COORDINATION AGREEMENT" means that certain Coordination Agreement included
in Part F of the Series Instrument, among Allstate Life Insurance Company, the
Trust and the Indenture Trustee, as the same may be amended, modified or
supplemented from time to time.

     "CORPORATE TRUST OFFICE" means the office of the Indenture Trustee at which
the Indenture shall, at any particular time, be administered, which office is,
at the date as of the Indenture located at 201 North Central Avenue, Phoenix, AZ
85004, except that for the purposes of Section 4.2 it shall be 4 New York Plaza,
1st Floor, New York, New York 10004, or such other location as may be specified
in or pursuant to the Note Certificate(s).

     "DEBT" of any Person means, at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, all obligations of such Person as lessee which are capitalized in
accordance with generally accepted accounting principles, (iv) all contingent
and non-contingent obligations of such Person to reimburse any bank or other
Person in respect of amounts paid under a letter of credit or similar
instrument, (v) all Debt secured by a Lien on any asset of such Person, whether
or not such Debt is otherwise an obligation of such Person, and (vi) all
Guarantees by such Person of Debt of another Person (each such Guarantee to
constitute Debt in an amount equal to the amount of such other Person's Debt
Guaranteed thereby).

     "DEFAULTED INTEREST" has the meaning specified in Section 2.8(b).

     "DEFINITIVE SECURITY" means any Note Certificate which is not a Global
Security.

     "DELAWARE TRUSTEE" means Wilmington Trust Company, a Delaware banking
corporation not in its individual capacity but solely as trustee and its
successors.

     "DEPOSITARY" shall mean, if the Notes are represented by one or more Global
Securities, the Clearing Corporation or its agent or nominee designated as
Depositary by the Trust pursuant to Section 2.10 until a successor Depositary
shall have become such pursuant to the applicable provisions of the Indenture,
and thereafter "DEPOSITARY" shall mean or include each Person who is then a
Depositary under the Indenture. The Depositary must, at the time of its
designation and at all times while it serves as Depositary, be a clearing agency
registered under the Exchange Act and any other applicable statute or
regulation. Unless otherwise specified in the Note Certificate(s), the
"DEPOSITARY" shall initially be DTC.

     "DISTRIBUTION AGREEMENT" means that certain Distribution Agreement dated as
of -, 2003, by and among Global Funding and the Agents named therein, as the
same may be amended, restated, modified or supplemented from time to time.

     "DTC" means The Depository Trust Company and its successors and assigns.

     "ENTITLEMENT HOLDER" means any Person in whose name Notes are credited to a
securities account maintained in the name of such Person on the books and
records of a Clearing Corporation or other Securities Intermediary.

                                        3


     "EURO" means the currency introduced at the start of the third stage of the
European economic and monetary union pursuant to the treaty establishing the
European Community, as amended by the Treaty on European Union.

     "EVENT OF DEFAULT" means any event or condition specified as such in
Section 5.1 which shall have continued for the period of time, if any, therein
designated.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     "EXCHANGE EVENT" has the meaning set forth in Section 2.10(b).

     "EXCHANGE RATE AGENT" means the Indenture Trustee in its capacity as
exchange rate agent or any other person specified as exchange rate agent with
respect to any Notes in the Note Certificate(s).

     "FOREIGN CURRENCY NOTE" means a Note the Specified Currency of which is
other than U.S. Dollars.

     "FUNDING AGREEMENT" means each funding agreement issued by the Funding
Agreement Provider to Global Funding, which is immediately sold to and deposited
into, the Trust by Global Funding, and immediately pledged and collaterally
assigned by the Trust to the Indenture Trustee for the benefit of the Holders of
the Notes, as the same may be modified, restated, replaced, supplemented or
otherwise amended from time to time in accordance with the terms thereof.

     "FUNDING AGREEMENT PROVIDER" means Allstate Life Insurance Company, a stock
life insurance company organized under the laws of the State of Illinois.

     "FUNDING NOTE" has the meaning set forth in Part F of the Series
Instrument.

     "GLOBAL FUNDING" means Allstate Life Global Funding, a statutory trust
formed under the laws of the State of Delaware.

     "GLOBAL SECURITY" means a single Note Certificate deposited with the
Depositary and registered in the name of a Clearing Corporation or its agent or
nominee representing the entire issue of Book-Entry Notes, or if the rules of
the applicable Clearing Corporation or the applicable securities laws or
regulations of any jurisdiction limit the maximum principal amount of Note
Certificates, each of the minimum number of Note Certificates so deposited and
registered that are required to comply with such laws, regulations and rules
while representing in the aggregate the entire issue of Book-Entry Notes.

     "GUARANTEE" by any Person means any obligation, contingent or otherwise, of
such Person directly or indirectly guaranteeing any Debt of any other Person
and, without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Debt (whether
arising by virtue of partnership arrangements, by virtue of an agreement to
keep-well, to purchase assets, goods, securities or services, to take-or-pay, or
to maintain financial statement conditions or otherwise), (ii) to reimburse a
bank for amounts drawn under a letter of credit for the purpose of paying such
Debt or (iii) entered into for the purpose of assuring in any

                                        4


other manner the holder of such Debt of the payment thereof or to protect such
holder against loss in respect thereof (in whole or in part); PROVIDED that the
term "GUARANTEE" shall not include endorsements for collection or deposit in the
ordinary course of business.

     The term "GUARANTEE" used as a verb has a corresponding meaning.

     "HOLDER" means, with respect to any Note, the Person in whose name such
Note is registered in the Note Register.

     "HOLDER REPRESENTATIVE" has the meaning set forth in Section 5.8(a).

     "INCORPORATED PROVISION" has the meaning set forth in Section 13.8.

     "INDENTURE" means that certain Indenture included in Part A of the
Closing Instrument, and which incorporates by reference these Standard
Indenture Terms, between the Trust and the Indenture Trustee, as the same may
be amended, restated or supplemented from time to time.

     "INDENTURE TRUSTEE" means J.P. Morgan Trust Company, National Association,
and its successors.

     "INITIAL REDEMPTION DATE" means, with respect to any Note or portion
thereof to be redeemed pursuant to Section 3.1(b), the date on or after which
such Note or portion thereof may be redeemed as determined by or pursuant to the
Indenture or a Note Certificate of Supplemental Indenture.

     "INITIAL REDEMPTION PERCENTAGE" has the meaning specified in the Note
Certificate(s).

     "INTEREST PAYMENT DATE" has the meaning specified in Section 2.8(a).

     "INTEREST RESET DATE" has the meaning specified in the Note Certificate(s).

     "LIBOR", has the meaning ascribed in the Note Certificate(s).

     "LIBOR CURRENCY" means the currency specified in the Note Certificate(s) as
to which LIBOR shall be calculated or, if no currency is specified in the
applicable Note Certificate, United States dollars.

     "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind, or any other type of
preferential arrangement that has substantially the same practical effect as a
security interest, in respect of such asset. For purposes hereof, the Trust
shall be deemed to own subject to a Lien any asset which it has acquired or
holds subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement relating to such
asset.

     "MARKET EXCHANGE RATE" for a Specified Currency other than United States
dollars means the noon dollar buying rate in The City of New York for cable
transfers for the Specified Currency as certified for customs purposes (or, if
not so certified, as otherwise determined) by the Federal Reserve Bank of New
York.

                                        5


     "MATURITY DATE" means, with respect to the principal (or any installment of
principal) of the Notes, any date prior to the Stated Maturity Date on which the
principal (or such installment of principal) of the Notes becomes due and
payable whether, as applicable, by the declaration of acceleration of maturity,
notice of redemption at the option of the Trust, notice of the Holder's option
to elect repayment or otherwise.

     "NAME LICENSING AGREEMENT" means that certain Name Licensing Agreement
included in Part D of the Series Instrument, between Allstate Insurance Company
and the Trust, as the same may be amended, restated, modified, supplemented or
replaced from time to time.

     "NONRECOURSE PARTIES" has the meaning set forth in Section 13.1.

     "NOTE" means each medium term note issued by the Trust and authenticated by
the Indenture Trustee under the Indenture, each in an authorized denomination
and represented, individually or collectively, by a Note Certificate.

     "NOTE CERTIFICATE" means a security certificate representing one or more
Notes.

     "NOTE REGISTER" has the meaning set forth in Section 2.6(a).

     "OBLIGATIONS" means the obligations of the Trust secured under the Notes
and the Indenture, including (a) all principal of, any premium and interest
payable (including, without limitation, any interest which accrues after the
commencement of any case, proceeding or other action relating to the bankruptcy,
insolvency or reorganization of the Trust, whether or not allowed or allowable
as a claim in any such proceeding) on, and any Additional Amounts with respect
to, the Notes or pursuant to the Indenture, (b) all other amounts payable by the
Trust under the Indenture or under the Notes including all costs and expenses
(including attorneys' fees) incurred by the Indenture Trustee or any Holder
thereof in realizing on the Collateral to satisfy such obligations and (c) any
renewals or extensions of the foregoing.

     "OPINION OF COUNSEL" means an opinion in writing signed by legal counsel
who may be an employee of or counsel to the Trust or the Indenture Trustee or
who may be other counsel satisfactory to the Indenture Trustee. Each such
opinion shall include the statements provided for in Section 13.5 hereof, if and
to the extent required hereby.

     "OUTSTANDING" shall, subject to the provisions of Section 8.5, mean, as of
any particular time, all Notes represented by Note Certificates executed by the
Trust and authenticated and delivered by the Indenture Trustee under the
Indenture, except (a) any Note represented by a Note Certificate theretofore
cancelled by the Indenture Trustee or delivered to the Indenture Trustee for
cancellation; (b) any Note as to which funds for the full payment or redemption
of which in the necessary amount shall have been deposited in trust with the
Indenture Trustee or with any Paying Agent; PROVIDED that if such Note is to be
redeemed prior to the maturity thereof, notice of such redemption shall have
been given as provided in or pursuant to the Indenture, or provision
satisfactory to the Indenture Trustee shall have been made for giving such
notice; and (c) any Note represented by a Note Certificate in substitution for
which one or more other Note Certificates shall have been authenticated and
delivered pursuant to the terms of Section 2.5 or which shall have been paid
(unless proof satisfactory to the Indenture Trustee is

                                        6


presented that any of such Note is held by a Person in whose hands such Note is
a legal, valid and binding obligation of the Trust).

     "OWNER" shall, with respect to each Funding Agreement, have the meaning
specified in such Funding Agreement.

     "PAYING AGENT" means the Indenture Trustee in its capacity as paying agent
and its successors, and any other Person specified as paying agent with respect
to any Notes in the Note Certificate(s).

     "PERSON" means any natural person, corporation, limited partnership,
general partnership, joint stock company, joint venture, association, company,
limited liability company, trust (including any beneficiary thereof), bank,
trust company, land trust, trust or other organization, whether or not a legal
entity, and any government or any agency or political subdivision thereof.

     "PRICING SUPPLEMENT" means the pricing supplement included as Annex A to
the Series Instrument.

     "PRINCIPAL AMOUNT" with respect to a Funding Agreement, has the meaning
ascribed in such Funding Agreement.

     "PRINCIPAL FINANCIAL CENTER" means, as applicable (i) the capital city of
the country issuing the Specified Currency; or (ii) the capital city of the
country to which the LIBOR Currency relates; PROVIDED, HOWEVER, that with
respect to United States dollars, Australian dollars, Canadian dollars,
Portuguese escudos, South African rands and Swiss francs, the "Principal
Financial Center" shall be The City of New York, Sydney, Toronto, London (solely
in the case of the LIBOR Currency), Johannesburg and Zurich, respectively.

     "PROCEEDS" means all of the proceeds of, and all other profits, products,
rents, principal payments, interest payments or other receipts, in whatever
form, arising from the collection, sale, lease, exchange, assignment, licensing
or other disposition or maturity of, or other realization upon, a Funding
Agreement, including without limitation all claims of the Trust against third
parties for loss of, damage to or destruction of, or for proceeds payable under,
such Funding Agreement, in each case whether now existing or hereafter arising.

     "REDEMPTION DATE" means, with respect to any Note to be redeemed, pursuant
to Section 3.1(b) or Section 3.1(c), the date of redemption of such Note
specified in the relevant notice of redemption provided to the Indenture Trustee
pursuant to Section 3.1(d).

     "REDEMPTION PRICE" means, with respect to the Notes, an amount equal to the
Initial Redemption Percentage specified in the Note Certificate(s) (as adjusted
by the Annual Redemption Percentage Reduction, if applicable) multiplied by the
unpaid principal amount thereof to be redeemed.

     "REGISTRAR" has the meaning specified in Section 2.6(a).

     "REGULAR INTEREST RECORD DATE" has the meaning set forth in Section 2.8(a).

                                        7


     "REPAYMENT DATE" means, with respect to any Note or portion thereof to be
repaid pursuant to Section 3.2, the date for the repayment of such Note or
portion thereof as determined by or pursuant to the Indenture or a Note
Certificate or Supplemental Indenture.

     "REPAYMENT PRICE" means, with respect to any Note or portion thereof to be
repaid pursuant to Section 3.2, the price for repayment of such Note or portion
thereof as determined by, or pursuant to, the Indenture or an applicable Note
Certificate or Supplemental Indenture.

     "RESPONSIBLE OFFICER" when used with respect to any Person means the
chairman of the board of directors or any vice chairman of the board of
directors or the president or any vice president (whether or not designated by a
number or numbers or a word or words added before or after the title "vice
president") of such Person. With respect to the Trust, Responsible Officer means
any Responsible Officer (as defined in the preceding sentence) plus any
assistant secretary and any financial services officer of the Delaware Trustee,
and with respect to the Indenture Trustee, Responsible Officer means any
Responsible Officer (as defined in the first sentence of this definition) plus
the chairman of the trust committee, the chairman of the executive committee,
any vice chairman of the executive committee, the cashier, the secretary, the
treasurer, any trust officer, any assistant trust officer, any assistant vice
president, any assistant cashier, any assistant secretary, any assistant
treasurer, or any other authorized officer of the Indenture Trustee customarily
performing functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his knowledge of and familiarity with the particular
subject.

     "SECURITIES ACT" means the Securities Act of 1933, as amended.

     "SECURITIES INTERMEDIARY" means any Person, including any Clearing
Corporation, bank or broker, that in the ordinary course of its business
maintains securities accounts for others and is acting in that capacity.

     "SECURITY INTEREST" has the meaning set forth in Section 14.1(a).

     "SERIES INSTRUMENT" means the series instrument of the Trust, pursuant to
which the Administrative Services Agreement, the Coordination Agreement, the
Name Licensing Agreement, the Support Agreement, the Terms Agreement and the
Trust Agreement are entered into, and certain other documents are executed, in
connection with the issuance of the Notes by the Trust.

     "SPECIAL INTEREST RECORD DATE" has the meaning set forth in Section 2.8(b).

     "SPECIFIED CURRENCY" has the meaning specified in Section 2.4.

     "STATED MATURITY DATE," means with respect to any Note, any installment of
principal thereof, or interest thereon, any premium thereon or any Additional
Amounts with respect thereto, the date established by or pursuant to the
Indenture or Note Certificate or Supplemental Indenture as the date on which the
principal of such Note or such installment of principal or interest or such
premium is, or such Additional Amounts are, due and payable.

     "SUPPLEMENTAL INDENTURE" has the meaning specified in Section 9.1(a).

                                        8


     "SUPPORT AGREEMENT" means that certain Support and Expenses Agreement
included in Part C of the Series Instrument, by and between the Funding
Agreement Provider and the Trust, as the same may be amended, modified or
supplemented from time to time.

     "TARGET SYSTEM" means the Trans-European Automated Real Time Gross
Settlement Express Transfer (TARGET) System.

     "TAX EVENT" has the meaning specified in Section 3.1(c).

     "TERMS AGREEMENT" means that certain Terms Agreement included in Part E of
the Series Instrument, by and among Global Funding, the Trust and each Agent
named therein, which will incorporate by reference the terms of the Distribution
Agreement.

     "TRUST" means the Allstate Life Global Funding Trust specified in the
Series Instrument, together with its permitted successors and assigns.

     "TRUST AGREEMENT" means that certain Trust Agreement included in Part A of
the Series Instrument, among the Delaware Trustee, the Administrator and the
Trust Beneficial Owner.

     "TRUST BENEFICIAL OWNER" means Global Funding, in its capacity as the sole
beneficial owner of the Trust, and its successors.

     "TRUST CERTIFICATE" means a certificate signed by the Administrator on
behalf of the Trust and delivered to the Indenture Trustee. Each such
certificate shall include the statements provided for in Section 13.5.

     "TRUST INDENTURE ACT" shall mean the Trust Indenture Act of 1939, as
amended.

     "UCC" means the Uniform Commercial Code, as from time to time in effect in
the State of New York; PROVIDED THAT, with respect to the perfection, effect of
perfection or non-perfection, or priority of any security interest in the
Collateral, "UCC" shall mean the applicable jurisdiction whose law governs such
perfection, non-perfection or priority.

     "UNITED STATES", except as otherwise provided in or pursuant to the
Indenture or any Note Certificate, means the United States of America (including
the states thereof and the District of Columbia), its territories and
possessions and other areas subject to its jurisdiction.

     "UNITED STATES DOLLARS", "U.S. DOLLARS" or "$" means lawful currency of the
United States.

     SECTION 1.2    INTERPRETATION. For all purposes of the Indenture except as
otherwise expressly provided or unless the context otherwise requires:

          (a)  the terms defined in this Article shall have the meanings
               ascribed to them in this Article and shall include the plural as
               well as the singular;

          (b)  all accounting terms used and not expressly defined shall have
               the meanings given to them in accordance with United States
               generally

                                        9


               accepted accounting principles, and the term "generally accepted
               accounting principles" shall mean such accounting principles
               which are generally accepted at the date or time of any
               computation or at the date of the Indenture;

          (c)  references to Exhibits, Articles, Sections, paragraphs,
               subparagraphs and clauses shall be construed as references to the
               Exhibits, Articles, Sections, paragraphs, subparagraphs and
               clauses of the Indenture;

          (d)  the words "include", "includes" and "including" shall be
               construed to be followed by the words "without limitation"; and

          (e)  Article and Section headings are for the convenience of the
               reader and shall not be considered in interpreting the Indenture
               or the intent of the parties.

                                    ARTICLE 2
                                    THE NOTES

     SECTION 2.1    AMOUNT UNLIMITED. The aggregate principal amount of Notes
that may be authenticated and delivered under the Indenture is unlimited.

     SECTION 2.2    STATUS OF NOTES. The Notes constitute direct, unconditional,
unsubordinated and secured non-recourse obligations of the Trust and rank
equally among themselves.

     SECTION 2.3    FORMS GENERALLY.

          (a)  The Note Certificates, shall be in, or substantially in, the form
               set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3 and Exhibit
               A-4 attached hereto, as applicable, in each case with such
               appropriate insertions, omissions, substitutions and other
               variations as are required or permitted by the Indenture or as
               may in the Trust's judgment be necessary, appropriate or
               convenient to permit the Notes to be issued and sold, or to
               comply, or facilitate compliance, with applicable laws, and may
               have such letters, numbers or other marks of identification and
               such legends or endorsements placed thereon as may be required to
               comply with the rules of any securities exchange on which the
               Notes may be listed, or as may, consistently herewith, be
               determined by the Responsible Officer of the Trust executing such
               Note Certificates, with the approval of the Indenture Trustee, as
               evidenced by his or her execution thereof.

          (b)  Note Certificates may be printed, lithographed, engraved,
               typewritten, photocopied or otherwise produced in any manner as
               the Responsible Officer of the Trust executing such Notes may
               determine.

          (c)  The terms and provisions contained in the Note Certificates and
               in any Supplemental Indenture shall constitute, and are expressly
               made, a part of

                                       10


               the Indenture and, to the extent applicable, the Trust and the
               Indenture Trustee, by their execution and delivery of the
               Indenture, expressly agree to such terms and provisions and to be
               bound thereby.

     SECTION 2.4    CURRENCY; DENOMINATIONS.

          (a)  Unless otherwise specified in the Note Certificates or in any
               Supplemental Indenture, Notes will be denominated in, and
               payments of principal of, premium and interest on, and Additional
               Amounts in respect to, the Notes will be made in, U.S. dollars.
               The currency in which the Notes are denominated (or, if such
               currency is no longer legal tender for the payment of public and
               private debts in the country issuing such currency or, in the
               case of Euro, in the member states of the European Union that
               have adopted the single currency in accordance with the Treaty
               establishing the European Community, as amended by the Treaty on
               European Union, such currency which is then such legal tender) is
               in the Indenture referred to as the "SPECIFIED CURRENCY".

          (b)  The Trust appoints the Indenture Trustee as Exchange Rate Agent
               with respect to the Notes and the Indenture Trustee accepts such
               appointment.

          (c)  If the Specified Currency for Foreign Currency Notes is not
               available for any required payment of principal, premium, if any,
               and/or interest, if any, due to the imposition of exchange
               controls or other circumstances beyond the control of the Trust,
               the Trust will be entitled to satisfy the obligations to the
               registered holders of such Foreign Currency Notes by making
               payments in United States dollars on the basis of the Market
               Exchange Rate, computed by the Exchange Rate Agent as described
               above, on the second business day prior to the particular payment
               or, if the Market Exchange Rate is not then available, on the
               basis of the most recently available market exchange rate.

          (d)  Unless otherwise specified in the Note Certificates or in a
               Supplemental Indenture, Notes shall be issued in minimum
               denominations of $1,000 and integral multiples of $1,000 in
               excess thereof or equivalent denominations in other currencies.

          (e)  The Trust may (if so specified in a Note Certificate or
               Supplemental Indenture) without the consent of the Holder of any
               Note, redenominate all, but not less than all, of the Notes on or
               after the date on which the member state of the European Union in
               whose national currency the Notes are denominated has become a
               participant member in the third stage of the European economic
               and monetary union as more fully set out in a Note Certificate or
               Supplemental Indenture.

                                       11


          (f)  Unless otherwise specified in a Note Certificate or Supplemental
               Indenture, the Trust shall not sell Foreign Currency Notes in, or
               to residents of, the country issuing the Specified Currency.

     SECTION 2.5    EXECUTION, AUTHENTICATION, DELIVERY AND DATE.

          (a)  Each Note Certificate shall be executed on behalf of the Trust by
               any Responsible Officer of the Delaware Trustee. The signature of
               any Responsible Officer of the Delaware Trustee may be manual, in
               facsimile form, imprinted or otherwise reproduced and may, but
               need not, be attested.

          (b)  Each Note Certificate bearing the signature of a Person who was
               at any time a Responsible Officer of the Delaware Trustee shall
               bind the Trust, notwithstanding that such Person has ceased to
               hold such office prior to the authentication and delivery of such
               Note Certificate or did not hold such office at the date of such
               Note Certificate.

          (c)  At any time, and from time to time, after the execution and
               delivery of the Indenture, the Trust may deliver Note
               Certificates executed by or on behalf of the Trust to the
               Indenture Trustee for authentication, and the Indenture Trustee
               shall thereupon authenticate and deliver such Note Certificates
               as provided in the Indenture and not otherwise.

          (d)  The Indenture Trustee shall have the right to decline to
               authenticate and deliver any Note Certificates under this Section
               if the Indenture Trustee has obtained an Opinion of Counsel
               reasonably acceptable to the Trust, to the effect that the
               issuance of the Notes will adversely affect the Indenture
               Trustee's own rights, duties or immunities under the Indenture.

          (e)  The Note Certificates shall be dated the date of their
               authentication.

          (f)  No Note shall be entitled to any benefit under the Indenture or
               be valid or obligatory for any purpose, unless there appears on
               the Note Certificate representing such Note a certificate of
               authentication substantially in the form attached as Exhibit B
               executed by the Indenture Trustee by manual signature of one of
               its authorized signatories. Such certificate upon any Note
               Certificate shall be conclusive evidence, and the only evidence,
               that such Note Certificate has been duly authenticated and
               delivered under the Indenture.

     SECTION 2.6    REGISTRATION, TRANSFER AND EXCHANGE.

          (a)  The Indenture Trustee will serve initially as registrar (in such
               capacity, and together with any successor registrar, the
               "REGISTRAR") for the Notes. In such capacity, the Indenture
               Trustee will cause to be kept at the Corporate Trust Office of
               the Indenture Trustee a register (the "NOTE REGISTER") in which,
               subject to such reasonable regulations as it may

                                       12


               prescribe, the Indenture Trustee will provide for the
               registration of the Notes and of transfers of the Notes. The Note
               Register shall be in written form in the English language or in
               any other form capable of being converted into such form within a
               reasonable time.

          (b)  Subject to Section 2.10, upon surrender of a Note Certificate for
               registration of transfer of any Note represented thereby,
               together with the form of transfer endorsed thereon duly
               completed and executed, at the designated office of the Registrar
               or of any applicable transfer agent, each as provided in a Note
               Certificate or Supplemental Indenture, the Delaware Trustee, on
               behalf of the Trust shall execute, and the Indenture Trustee
               shall authenticate and deliver, in the name of the designated
               transferee or transferees, one or more new Note Certificates of
               any authorized denomination representing an aggregate principal
               amount of Notes equal to the aggregate principal amount of the
               Notes represented by such Note Certificate surrendered for
               registration of transfer.

          (c)  Subject to Section 2.10, at the option of the applicable Holder,
               any Note Certificate may be exchanged for one or more new Note
               Certificates, and any two or more Note Certificates may be
               consolidated into and exchanged for a single Note Certificate or
               fewer than the number of Note Certificates duly presented for
               exchange, in each case representing one or more Notes in an
               aggregate principal amount equal to the aggregate principal
               amount of the Notes represented by the Note Certificate or Note
               Certificates duly presented for exchange. Each Note Certificate
               to be exchanged shall be surrendered at the designated office of
               the Registrar or of any applicable transfer agent, each as
               provided in a Note Certificate or Supplemental Indenture.
               Whenever any Note Certificate is so surrendered for exchange, the
               Delaware Trustee, on behalf of the Trust shall execute, and the
               Indenture Trustee shall authenticate and deliver, the Note
               Certificate or Note Certificates which the applicable Holder is
               entitled to receive, bearing numbers, letters or other
               designating marks not contemporaneously outstanding.

          (d)  Each Note Certificate executed, authenticated and delivered upon
               any transfer or exchange shall be a valid obligation of the
               Trust, evidencing the same debt, and entitled to the same
               benefits under the Indenture, as the Note Certificates
               surrendered in connection with any such transfer or exchange.
               Upon surrender, transfer or exchange of a Note Certificate
               pursuant to this Section 2.6, each new Note Certificate will,
               within three Business Days of the receipt of the applicable form
               of transfer or the applicable surrender, as the case may be, be
               delivered to the designated office of the Registrar or of any
               applicable transfer agent, each as provided in a Note Certificate
               or Supplemental Indenture, or mailed at the risk of the Person
               entitled to such Note Certificate to such address as may be
               specified in the form of transfer or in written instructions of
               the applicable Holder upon surrender for exchange.

                                       13


          (e)  Every Note Certificate presented or surrendered in connection
               with any transfer or exchange shall (if so required by the Trust
               or the Indenture Trustee) be duly endorsed, or be accompanied by
               a written instrument of transfer in form satisfactory to the
               Trust and the Indenture Trustee duly executed by, the applicable
               Holder or his attorney duly authorized in writing.

          (f)  No service charge shall be made in connection with any transfer
               of Notes or exchange of Note Certificates, but the Trust or the
               Indenture Trustee may require payment of a sum sufficient to
               cover any tax or other governmental charge that may be imposed in
               connection with any transfer of Notes or exchange of Note
               Certificates.

          (g)  Except as otherwise provided in or pursuant to the Indenture, the
               Trust and the Indenture Trustee shall not be required to (i) upon
               presentation or surrender of a Note Certificate in connection
               with any transfer or exchange during a period beginning at the
               opening of business 15 days before the day of the selection for
               redemption of Notes under Section 3.1 and ending at the close of
               business on the day of such selection, exchange any Note
               Certificate representing any Note selected for redemption,
               register the transfer of any such Note, or portion thereof,
               except in the case of any Note to be redeemed in part, with
               respect to the portion of such Note not to be redeemed, or (ii)
               exchange any Note Certificate representing any Note the Holder or
               Holders of which shall have exercised the option pursuant to
               Section 3.2 to require the Trust to repay any such Note prior to
               its Stated Maturity Date or register the transfer of any such
               Note except, in the case of any Note to be repaid in part, with
               respect to the portion of such Note not to be repaid.

     SECTION 2.7    MUTILATED, DESTROYED, LOST OR STOLEN NOTE CERTIFICATES.

          (a)  If (i) any mutilated Note Certificate is surrendered to the
               Indenture Trustee or the Trust, or the Indenture Trustee and the
               Trust receive evidence to their satisfaction of the destruction,
               loss or theft of any Note Certificate, and (ii) there is
               delivered to the Trust and the Indenture Trustee such security or
               indemnity as may be required by them to save each of them
               harmless, then, in the absence of notice to the Trust or the
               Indenture Trustee that such Note Certificate has been acquired by
               a protected purchaser, the Trust shall execute and upon its
               request the Indenture Trustee shall authenticate and deliver, in
               exchange for or in lieu of any such mutilated, destroyed, lost or
               stolen Note Certificate, a new Note Certificate representing
               Notes of like tenor and principal amount, bearing a number not
               contemporaneously outstanding.

          (b)  If any Note represented by any such mutilated or apparently
               destroyed, lost or stolen Note Certificate has become or is about
               to become due and payable, the Trust in its discretion may,
               instead of issuing a new Note

                                       14


               Certificate, pay such amounts in respect of the Notes represented
               by such Note Certificate.

          (c)  Upon the execution, authentication and delivery of any new Note
               Certificate under this Section, the Indenture Trustee or the
               Trust may require the Holder to pay a sum sufficient to cover any
               tax or other governmental charge that may be imposed in relation
               thereto and any other expenses (including the fees and expenses
               of the Indenture Trustee) connected therewith.

          (d)  The Notes represented by every Note Certificate executed,
               authenticated and delivered pursuant to this Section in lieu of
               any apparently destroyed, lost or stolen Note Certificate shall
               constitute an original additional contractual obligation of the
               Trust, whether or not any obligation with respect to the Notes
               represented by the apparently destroyed, lost or stolen Note
               Certificate shall be at any time enforceable by any Person, and
               shall be entitled to all of the benefits of the Indenture equally
               and proportionately with any and all other Notes duly issued
               under the Indenture.

          (e)  The provisions of this Section are exclusive with respect to the
               replacement of any mutilated or apparently destroyed, lost or
               stolen Note Certificate or the payment of the Notes represented
               thereby and shall preclude all other rights and remedies with
               respect to the replacement of any mutilated or apparently
               destroyed, lost or stolen Note Certificate or the payment of the
               Notes represented thereby.

     SECTION 2.8    INTEREST RECORD DATES.

          (a)  Interest on and Additional Amounts with respect to any Note which
               is payable, on any interest payment date specified in the Note
               Certificates or in any Supplemental Indenture (each such date, an
               "INTEREST PAYMENT DATE") shall be paid to the Holder of such Note
               at the close of business on the date specified as the regular
               interest record date in the Note Certificates or Supplemental
               Indenture (the "REGULAR INTEREST RECORD DATE") or, if no such
               date is specified, the date that is 15 calendar days preceding
               such Interest Payment Date.

          (b)  Unless otherwise provided in the Note Certificates or in any
               Supplemental Indenture, any interest on, and any Additional
               Amounts with respect to, any Note which is payable, but is not
               punctually paid or duly provided for, on any Interest Payment
               Date specified in the Note Certificates or Supplemental Indenture
               (the "DEFAULTED INTEREST") shall forthwith cease to be payable to
               the Holder of such Note on the relevant Regular Interest Record
               Date by virtue of having been such Holder, and such Defaulted
               Interest shall be paid by the Trust to the Holder of such Note at
               the close of business on a special record date (the "SPECIAL
               INTEREST RECORD DATE")

                                       15


               established by the Trust by notice to each applicable Holder and
               the Indenture Trustee in accordance with Section 13.4, which
               Special Interest Record Date shall be not more than 15 nor less
               than 10 days prior to the date of the proposed payment of
               Defaulted Interest and not less than 10 days after the receipt by
               the Indenture Trustee of the notice of the proposed payment of
               Defaulted Interest.

     SECTION 2.9    CANCELLATION. Each Note Certificate surrendered for exchange
or in connection with any payment, redemption, transfer of any Note represented
thereby shall be delivered to the Indenture Trustee and, if not already
cancelled, shall be promptly cancelled by it. The Trust may at any time deliver
to the Indenture Trustee for cancellation any Note Certificate previously
authenticated and delivered under the Indenture which the Trust may have
acquired in any manner whatsoever, and each Note Certificate so delivered shall
be promptly cancelled by the Indenture Trustee. No Note Certificates shall be
authenticated in lieu of or in exchange for any Note Certificate cancelled as
provided in this Section, except as expressly permitted by the Indenture. The
Indenture Trustee shall destroy all cancelled Note Certificates held by it and
deliver a certificate of destruction to the Trust. If the Trust shall acquire
any of the Notes, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Notes unless and until each
Note Certificate representing such Notes is delivered to the Indenture Trustee
for cancellation.

     SECTION 2.10   GLOBAL SECURITIES.

          (a)  Unless (i) permitted by applicable law and (ii) an Exchange Event
               shall have occurred and be continuing with respect to a series of
               Book-Entry Notes represented by one or more Global Securities, no
               Book-Entry Note represented by any such Global Security shall be
               exchangeable for Certificated Notes.

          (b)  For purposes of the Indenture, the term "EXCHANGE EVENT" means
               any of the following:

               (i)     the Depositary with which any Global Security is
                       deposited shall have notified the Trust that it is
                       unwilling or unable to continue as the Depositary for any
                       Global Security or the Trust becomes aware that the
                       Depository has ceased to be a clearing agency registered
                       under the Exchange Act and, in any such case, the Trust
                       fails to appoint a successor to the Depositary within 60
                       calendar days;

               (ii)    the Trust, in its sole discretion, determines that the
                       Notes should no longer be represented solely by one or
                       more Global Securities; or

               (iii)   an Event of Default shall have occurred and be continuing
                       with respect to the Notes.

                                       16


          (c)  If any Exchange Event shall have occurred and be continuing,
               then:

               (i)     with respect to each Global Security deposited with, and
                       registered in the name of, the applicable Depositary or
                       its nominee, the Delaware Trustee, on behalf of the Trust
                       shall promptly, and in any event not later than 10
                       Business Days after the occurrence of such Exchange
                       Event, cause to be executed, authenticated and delivered
                       to the applicable Depositary or its nominee, against
                       surrender by the applicable Depositary or its nominee of
                       such Global Security, which shall thereupon be cancelled
                       by the ------, a Definitive Security or a Definitive
                       Securities each representing such number of Notes as may
                       be specified by the applicable Depositary in an aggregate
                       principal amount equal to the (Outstanding principal
                       amount of Notes that shall have been represented by such
                       Global Security and shall register the Certificated Notes
                       in such names and in such authorized denominations as may
                       be specified by the Depositary for the Global Security;
                       and

               (ii)    if any Certificated Note is issued in exchange for any
                       portion of or all Book-Entry Notes represented by a
                       Global Security after the close of business at the office
                       or agency for such Note where such exchange occurs on (A)
                       any Regular Interest Record Date for such Notes and
                       before the opening of business at such office or agency
                       on the next Interest Payment Date, or (B) any Special
                       Interest Record Date for such Notes and before the
                       opening of business at such office or agency on the
                       related proposed date for payment of interest, any
                       Additional Amounts or Defaulted Interest, as the case may
                       be, interest, Additional Amounts or Defaulted Interest,
                       as the case may be, shall not be payable on such Interest
                       Payment Date or proposed date for payment, as the case
                       may be, in respect of such Notes, but shall be payable on
                       such Interest Payment Date or proposed date for payment,
                       as the case may be, only to the Person to whom interest
                       and any Additional Amounts or Defaulted Interest, as
                       applicable, in respect of such portion of or all
                       Book-Entry Notes, as the case may be, represented by such
                       Global Security shall be payable in accordance with the
                       provisions of the Indenture.

          (d)  The Certificated Notes issued in exchange for any Book-Entry
               Notes represented by a Global Security shall be of like tenor and
               of an equal aggregate principal amount, in authorized
               denominations. Such Certificated Notes shall be registered in the
               name or names of such person or persons as the applicable
               Depository shall instruct the Registrar.

     SECTION 2.11   WITHHOLDING TAX. All amounts due in respect of the Notes
will be made without withholding or deduction for or on account of any present
or future taxes, duties, levies, assessments or other governmental charges of
whatever nature imposed or levied by or on

                                       17


behalf of any governmental authority in the United States having the power to
tax payments on the notes unless the withholding or deduction is required by
law. Unless otherwise specified in the Note Certificate(s), the Trust will not
pay any Additional Amounts to Holders of Notes in the event that any withholding
or deduction is so required by law, regulation or official interpretation
thereof, and the imposition of a requirement to make any such withholding or
deduction will not give rise to any independent right or obligation to redeem or
repay the Notes and shall not constitute an Event of Default.

     SECTION 2.12   TAX TREATMENT. The parties agree, and each Holder and
beneficial owner of Notes by purchasing the Notes agrees, for all United States
Federal, state and local income and franchise tax purposes (i) to treat the
Notes as indebtedness of the Funding Agreement Provider, (ii) Global Funding and
the Trust will be ignored and will not be treated as an association or a
publicly traded partnership taxable as a corporation and (iii) to not take any
action inconsistent with the treatment described in (i) and (ii) unless
otherwise required by law.

                                    ARTICLE 3
          REDEMPTION, REPAYMENT AND REPURCHASE OF NOTES; SINKING FUNDS

     SECTION 3.1    REDEMPTION OF NOTES.

          (a)  Redemption of Notes by the Trust as permitted or required by the
               Indenture and the Note Certificate(s) will be made in accordance
               with the terms of the Notes and (except as otherwise provided in
               the Indenture or pursuant to the Indenture) this Section.

          (b)  If any Initial Redemption Date is specified in the Note
               Certificate(s), the Trust may redeem Notes prior to the Stated
               Maturity Date at its option, on, or on any Business Day after,
               the Initial Redemption Date in whole or from time to time in part
               in increments of $1,000 or any other integral multiple of an
               authorized denomination of the Notes at the applicable Redemption
               Price together with any unpaid interest accrued thereon, any
               Additional Amounts and other amounts payable with respect
               thereto, as of the Redemption Date.

          (c)  If (i) the Trust is required at any time to pay Additional
               Amounts or if the Trust is obligated to withhold or deduct any
               United States taxes with respect to any payment under the Notes,
               as set forth in the Note Certificate(s), or if there is a
               material probability that the Trust will become obligated to
               withhold or deduct any such United States taxes or otherwise pay
               Additional Amounts (in the opinion of independent legal counsel
               selected by the Funding Agreement Provider), in each case
               pursuant to any change in or amendment to any United States tax
               laws (or any regulations or rulings thereunder) or any change in
               position of the Internal Revenue Service regarding the
               application or interpretation thereof (including, but not limited
               to, the Funding Agreement Provider's or the Trust's receipt of a
               written adjustment from the Internal Revenue Service in
               connection with an audit) (a "TAX EVENT"), and (ii) the Funding

                                       18


               Agreement Provider, pursuant to the terms of the relevant Funding
               Agreement, has delivered to the Owner notice that the Funding
               Agreement Provider intends to terminate the relevant Funding
               Agreement pursuant to the terms of such Funding Agreement, then
               the Trust will redeem the Notes on the Redemption Date at the
               Redemption Price together with any unpaid interest accrued
               thereon, any Additional Amounts and other amounts payable with
               respect thereto, as of the Redemption Date.

          (d)  Unless a shorter notice shall be satisfactory to the Indenture
               Trustee, the Trust shall provide to the Indenture Trustee a
               notice of redemption of any Notes (i) in case of any redemption
               at the election of the Trust, not more than 60 days nor less than
               35 days prior to the Redemption Date and (ii) in case of any
               mandatory redemption pursuant to Section 3.1(c), at least 75 days
               prior to the Redemption Date. In case of any redemption at the
               election of the Trust of less than all of the Notes such notice
               shall specify the aggregate principal amount of the Notes to be
               redeemed.

          (e)  If less than all of the Notes are to be redeemed at the option of
               the Trust, the particular Notes to be redeemed shall be selected
               not more than 60 days prior to the Redemption Date by the
               Indenture Trustee from the Outstanding Notes not previously
               called for redemption, by such method as the Indenture Trustee
               shall deem fair and appropriate, acting in accordance with its
               obligations under the Indenture, and which may provide for the
               selection for redemption of portions of the principal amount of
               Notes; PROVIDED, HOWEVER, that no such partial redemption shall
               reduce the portion of the principal amount of a Note not redeemed
               to less than the minimum denomination for a Note established in
               or pursuant to the Indenture; PROVIDED FURTHER, that if at the
               time of redemption such Notes are registered as Global
               Securities, the Depositary shall determine, in accordance with
               its procedures, the principal amount of such Notes to be redeemed
               by each of the Depositary's participants. The Indenture Trustee
               shall promptly notify the Trust and the Registrar (if other than
               itself) in writing of the Notes selected for redemption and, in
               the case of any Notes selected for partial redemption, of the
               aggregate principal amount thereof to be redeemed. For all
               purposes of the Indenture, unless the context otherwise requires,
               all provisions relating to the redemption of Notes shall relate,
               in the case of any Notes redeemed or to be redeemed only in part,
               to the portion of the principal of such Notes which has been or
               is to be redeemed.

          (f)  Unless otherwise specified in the Indenture or the Note
               Certificate(s) the Trust shall give a notice of redemption to
               each Holder of the Notes to be redeemed at the Trust's option (i)
               in case of any redemption at the election of the Trust, not more
               than 60 nor less than 30 days prior to the Redemption Date and
               (ii) in case of any mandatory redemption pursuant to Section
               3.1(c), not more than 75 days nor less than 30 days prior to the
               Redemption Date; PROVIDED, that in the case of any notice of
               redemption

                                       19


               given pursuant to clause (ii) no such notice of redemption may be
               given earlier than 90 days prior to the earliest day on which the
               Trust would become obligated to pay the applicable Additional
               Amounts were a payment in respect of Notes then due. Failure to
               give such notice to the Holder of any Note designated for
               redemption in whole or in part, or any defect in the notice to
               any such Holder, shall not affect the validity of the proceedings
               for the redemption of any other Note or any portion thereof.

     Any notice that is mailed to the Holder of any Notes in the manner provided
for in Section 13.4 shall be conclusively presumed to have been duly given,
whether or not such Holder receives the notice.

     All notices of redemption shall state:

               (i)     the Redemption Date,

               (ii)    the Redemption Price or, if not then ascertainable, the
                       manner of calculation thereof,

               (iii)   in case of any redemption at the election of the Trust,
                       if less than all Outstanding Notes are to be redeemed,
                       the identification (and, in the case of partial
                       redemption, the principal amount) of the particular Note
                       or Notes to be redeemed,

               (iv)    in case any Note is to be redeemed in part only at the
                       election of the Trust, the notice which relates to such
                       Note shall state that on and after the Redemption Date,
                       upon surrender of the Note Certificate representing such
                       Note, the Holder of such Note will receive, without
                       charge, a new Note Certificate representing an authorized
                       denomination of the principal amount of such Note
                       remaining unredeemed,

               (v)     that, on the Redemption Date, the Redemption Price shall
                       become due and payable upon each such Note or portion
                       thereof to be redeemed, and, if applicable, that interest
                       thereon shall cease to accrue on and after the Redemption
                       Date,

               (vi)    the place or places where each Note Certificate
                       representing such Note or Notes is to be surrendered for
                       payment of the Redemption Price together with any unpaid
                       interest accrued thereon through the Redemption Date and
                       any Additional Amounts payable with respect thereto,

               (vii)   if applicable, in case of any redemption at the election
                       of the Trust, that the redemption is for a sinking fund,
                       and

               (viii)  the CUSIP number or any other numbers used to identify
                       such Notes.

                                       20


          (g)  On or prior to any Redemption Date, the Trust shall deposit, with
               respect to any Notes called for redemption pursuant to this
               Section, with the Paying Agent an amount of money in the
               Specified Currency sufficient to pay the Redemption Price of, and
               (except if the Redemption Date shall be an Interest Payment Date,
               unless otherwise specified in the Note Certificate(s)) any unpaid
               interest accrued through the Redemption Date on, and any
               Additional Amounts payable with respect to, all such Notes or
               portions thereof which are to be redeemed on the Redemption Date.

          (h)  On the Redemption Date, the Notes to be redeemed shall, become
               due and payable at the Redemption Price together with any unpaid
               interest accrued through the Redemption Date on, and any
               Additional Amounts payable with respect to, such Notes, and from
               and after such date (unless the Trust shall default in the
               payment of the Redemption Price and any unpaid interest accrued
               on such Notes through the Redemption Date) such Notes shall cease
               to bear interest. Upon surrender of any Note Certificate for
               redemption of any Note or Notes represented thereby in accordance
               with the applicable notice of redemption, such Note shall be paid
               by the Trust at the Redemption Price, together with any unpaid
               interest accrued thereon through the Redemption Date and any
               Additional Amounts payable with respect thereto.

          (i)  If any Note called for redemption shall not be so paid upon
               surrender of the applicable Note Certificate for redemption, the
               principal and any premium, until paid, shall bear interest from
               the Redemption Date at the rate specified in the Note
               Certificate(s).

     Upon surrender of any Note Certificate for partial redemption of any Note
or Notes represented thereby in accordance with this Section, the Trust shall
execute and the Indenture Trustee shall authenticate and deliver one or more new
Note Certificates of any authorized denomination representing an aggregate
principal amount of Notes equal to the unredeemed portion of the applicable Note
or Notes.

     SECTION 3.2    REPAYMENT AT THE OPTION OF THE HOLDER.

          (a)  If so specified in the Note Certificate(s), the Holder or Holders
               of the Notes may require the Trust to repay the Notes prior to
               the Stated Maturity Date in whole or from time to time in part in
               increments of $1,000 or any other integral multiple of an
               authorized denomination specified in the Note Certificate(s)
               (provided that any remaining principal amount thereof shall be at
               least $1,000 or other minimum authorized denomination applicable
               thereto).

          (b)  Notes which are repayable at the option of the Holder or Holders
               thereof before the Stated Maturity Date shall be repaid in
               accordance with the terms of the Notes.

                                       21


          (c)  The repayment of any principal amount of Notes pursuant to any
               option of the applicable Holder or Holders to require repayment
               of any Notes before the Stated Maturity Date shall not operate as
               a payment, redemption or satisfaction of the indebtedness
               represented by such Notes unless and until the Trust, at its
               option, shall deliver or surrender each Note Certificate
               representing such Notes to the Indenture Trustee with a directive
               that such Note Certificates be cancelled.

          (d)  Notwithstanding anything to the contrary contained in this
               Section, in connection with any repayment of Notes, the Trust may
               arrange for the purchase of any Notes by an agreement with one or
               more investment bankers or other purchasers to purchase such
               Notes by paying the Holder or Holders of such Notes on or before
               the close of business on the Repayment Date an amount not less
               than the Repayment Price payable by the Trust on repayment of
               such Notes, and the obligation of the Trust to pay the Repayment
               Price of such Notes shall be satisfied and discharged to the
               extent such payment is so paid by such purchasers.

          (e)  Any exercise of the repayment option will be irrevocable.

     SECTION 3.3    REPURCHASE OF NOTES.

     (a)  The Trust may purchase some or all Notes in the open market or
otherwise at any time, and from time to time, with the prior written consent of
the Funding Agreement Provider as to both the making of such purchase and the
purchase price to be paid for such Notes.

     (b)  If the Funding Agreement Provider, in its sole discretion, consents to
such purchase of Notes by the Trust, the parties to the Indenture agree to take
such actions as may be necessary or desirable to effect the prepayment of such
portion, or the entirety, of the current Principal Amount, under each applicable
Funding Agreement as may be necessary to provide for the payment of the purchase
price for such Notes. Upon such payment, the Principal Amount under each Funding
Agreement shall be reduced (i) if Notes bear interest at fixed or floating
rates, by an amount equal to the aggregate principal amount of Notes so
purchased (or the portion thereof applicable to such Funding Agreement) and (ii)
if Notes do not bear interest at fixed or floating rates, by an amount to be
agreed between the Trust and the Funding Agreement Provider to reflect such
prepayment under the Funding Agreement(s).

     (c)  The parties acknowledge and agree that (i) notwithstanding anything to
the contrary in the Indenture, any repurchase of Notes in compliance with this
Section 3.3 shall not violate any provision of the Indenture or the Trust
Agreement and (ii) no Opinion of Counsel, Trust Certificate or any other
document or instrument shall be required to be provided in connection with any
repurchase of Notes pursuant to this Section 3.3.

     (d)  If applicable, the Trust will comply with the requirements of Section
14(e) of the Exchange Act, and the rules promulgated thereunder, and any other
applicable securities laws or regulations in connection with any repurchase
pursuant to this Section 3.3.

                                       22


     SECTION 3.4    SINKING FUNDS.

     Unless otherwise provided in the Note Certificate(s), the Notes will not be
subject to, or entitled to the benefit of, any sinking fund.

                                    ARTICLE 4
            PAYMENTS; PAYING AGENTS AND CALCULATION AGENT; COVENANTS

     SECTION 4.1    PAYMENT OF PRINCIPAL AND INTEREST.

          (a)  The Trust will duly and punctually pay or cause to be paid the
               principal of, any premium and interest on, and any Additional
               Amounts with respect to, each of the Notes, in accordance with
               the terms of the Notes and the Indenture.

          (b)  Unless otherwise specified in the Note Certificate(s), upon the
               receipt of the funds necessary therefor, the applicable Paying
               Agent shall duly and punctually make payments, payable on the
               Maturity Date, of principal in respect of, any premium and
               interest on, and any Additional Amounts payable with respect to,
               any Certificated Notes in immediately available funds against
               presentation and surrender of the applicable Definitive Security
               (and in the case of any repayment of a Note pursuant to Section
               3.2, upon submission of a duly completed election form at an
               office or agency of such Paying Agent maintained for such purpose
               pursuant to Section 4.2). The applicable Paying Agent (unless
               such Paying Agent is the Indenture Trustee) shall promptly
               forward each Definitive Security surrendered to it in connection
               with any payment pursuant to this Section for cancellation in
               accordance with Section 2.9. Unless otherwise specified in the
               Note Certificate(s), upon the receipt of the funds necessary
               therefor, the applicable Paying Agent shall duly and punctually
               make payments of principal of, any premium and interest on, and
               any Additional Amounts in respect of, Certificated Notes payable
               on any date other than the Maturity Date by check mailed to the
               Holder (or to the first named of joint Holders) of such
               Certificated Note at the close of business on the Regular
               Interest Record Date or Special Interest Record Date, as the case
               may be, at its address appearing in the applicable Note Register.
               Notwithstanding the foregoing, the applicable Paying Agent shall
               make payments of principal, any interest, any premium, and any
               Additional Amounts on any date other than the Maturity Date to
               each Holder entitled thereto (or to the first named of joint
               Holders) at the close of business on the applicable Regular
               Interest Record Date or Special Interest Record Date, as the case
               may be, of $10,000,000 (or, if the Specified Currency is other
               than United States dollars, the equivalent thereof in the
               particular Specified Currency) or more in aggregate principal
               amount of Certificated Notes by wire transfer of immediately
               available funds if the applicable Holder has delivered
               appropriate wire transfer instructions in writing to the
               applicable Paying Agent not less than 15 days prior to the date
               on

                                       23


               which the applicable payment of principal, interest, premium or
               Additional Amounts is scheduled to be made. Any wire transfer
               instructions received by the applicable Paying Agent shall remain
               in effect until revoked by the applicable Holder.

          (c)  Unless otherwise specified in the Note Certificate(s), upon
               receipt of the funds necessary therefor, on the Maturity Date the
               applicable Paying Agent shall (in the absence of any other
               arrangements between the applicable Paying Agent and the
               applicable Holder) duly and punctually make payments, payable on
               the Maturity Date, of principal in respect of, any premium and
               interest payable on, and any Additional Amounts with respect to,
               any Book-Entry Notes to the account of the Depositary or its
               nominee at the close of business on the applicable Maturity Date.
               The applicable Paying Agent (unless such Paying Agent is the
               Indenture Trustee) shall promptly forward to the Indenture
               Trustee each Global Security surrendered to it in connection with
               any payment pursuant to this section for cancellation in
               accordance with Section 2.9. Unless otherwise specified in the
               Note Certificate(s), upon the receipt of the funds necessary
               therefor in accordance with Section 4.4(b), the applicable Paying
               Agent shall duly and punctually make payments of principal of,
               any premium and interest on, and any Additional Amounts in
               respect of, any Book-Entry Notes payable on any date other than
               the Maturity Date to the Holder of such Book-Entry Notes by 11:00
               a.m. (New York City time) on the applicable Regular Interest
               Record Date or Special Interest Record Date, as the case may be,
               to the account of the Depositary or its nominee.

          (d)  Unless otherwise specified in the Note Certificate(s), the Trust
               shall be obligated to make, or cause to be made, payments of
               principal of, any premium and interest on, and any Additional
               Amounts with respect to, a Foreign Currency Note in the Specified
               Currency. Any amounts so payable by the Trust in the Specified
               Currency will be converted by the Exchange Rate Agent into United
               States dollars for payment to the Holder or Holders thereof
               unless otherwise specified in the Note Certificate(s) or a Holder
               elects to receive such amounts in the Specified Currency as
               provided below.

          (e)  Any United States dollar amount to be received by the Holder or
               Holders of Foreign Currency Notes will be based on the highest
               bid quotation in The City of New York received by the Exchange
               Rate Agent at approximately 11:00 a.m. (New York City time) on
               the second Business Day preceding the applicable payment date
               from three recognized foreign exchange dealers (one of whom may
               be the Exchange Rate Agent) selected by the Exchange Rate Agent
               and approved by the Trust for the purchase by the quoting dealer
               of the Specified Currency for United States dollars for
               settlement on that payment date in the aggregate amount of the
               Specified Currency payable to all Holder or Holders of Foreign
               Currency Notes scheduled to receive United States dollar payments
               and at which the

                                       24


               applicable dealer commits to execute a contract. All currency
               exchange costs will be borne by the relevant Holder or Holders of
               Foreign Currency Notes by deductions from any payments. If three
               bid quotations are not available, payments will be made in the
               Specified Currency.

          (f)  Holders of Foreign Currency Notes may elect to receive all or a
               specified portion of any payment of principal and/or any
               interest, premium and Additional Amounts in the Specified
               Currency by submitting a written request to the Indenture Trustee
               at its Corporate Trust Office in The City of New York on or prior
               to the applicable Regular Interest Record Date or Special
               Interest Record Date or at least 15 calendar days prior to the
               Maturity Date, as the case may be. Such written request may be
               mailed or hand delivered or sent by cable, telex or other form of
               facsimile transmission. Such election will remain in effect until
               revoked by written notice delivered to the Indenture Trustee on
               or prior to the applicable Regular Interest Record Date or
               Special Interest Record Date or at least 15 calendar days prior
               to the Maturity Date, as the case may be.

          (g)  Unless otherwise specified in the Note Certificate(s), an
               Entitlement Holder with respect to a Foreign Currency Note
               represented by a Global Security which elects to receive payments
               of principal, and/or any interest, premium and Additional Amounts
               in the Specified Currency must notify, or cause the notification
               of the applicable Depositary of its election on or prior to the
               applicable Regular Interest Record Date or Special Interest
               Record Date, or at least 15 calendar days prior to the Maturity
               Date, as the case may be, and the Depositary will notify the
               Indenture Trustee of that election on or prior to the third
               Business Day after the applicable Regular Interest Record Date or
               Special Interest Record Date, or at least 12 calendar days prior
               to the Maturity Date, as the case may be. If complete
               instructions are received by the Depositary and by the Indenture
               Trustee, on or prior to such dates, then the applicable
               beneficial owner will receive payments in the Specified Currency.

          (h)  If the Specified Currency for Foreign Currency Notes is not
               available for any required payment of principal and/or any
               interest, premium and Additional Amounts due to the imposition of
               exchange controls or other circumstances beyond the Trust's
               control, the Trust will be entitled to satisfy its obligations
               with respect to such Foreign Currency Notes by making payments in
               United States dollars on the basis of the Market Exchange Rate,
               computed by the Exchange Rate Agent as described above, on the
               second Business Day prior to the particular payment or, if the
               Market Exchange Rate is not then available, on the basis of the
               most recently available Market Exchange Rate.

          (i)  All determinations made by the Exchange Rate Agent shall be at
               its sole discretion and shall, in the absence of manifest error,
               be conclusive for all

                                       25


               purposes and binding on the Holder or Holders of Foreign Currency
               Notes and any applicable Entitlement Holders.

     SECTION 4.2    OFFICES FOR PAYMENTS, ETC. So long as any of the Notes
remain Outstanding, the Trust will maintain in New York and in any other city
that may be required by any stock exchange on which the Notes may be listed, and
in any city specified in the Note Certificate(s) the following: (i) an office or
agency where the Notes may be presented for payment, (ii) an office or agency
where the Notes may be presented for registration of transfer and for exchange
as provided in the Indenture and (iii) an office or agency where notices and
demands to or upon the Trust in respect of the Notes or of the Indenture may be
served. The Trust will give to the Indenture Trustee written notice of the
location of any such office or agency and of any change of location thereof. The
Trust initially designates the Corporate Trust Office of the Indenture Trustee
as the office or agency for each such purpose. In case the Trust shall fail to
maintain any such office or agency or shall fail to give such notice of the
location or of any change in the location thereof, presentations and demands may
be made and notices may be served at the Corporate Trust Office.

     SECTION 4.3    APPOINTMENT TO FILL A VACANCY IN OFFICE OF INDENTURE
TRUSTEE. The Trust, whenever necessary to avoid or fill a vacancy in the office
of Indenture Trustee, will appoint, in the manner provided in Section 6.8, a
trustee, so that there shall at all times be a trustee under the Indenture.

     SECTION 4.4    PAYING AGENTS.

          (a)  The Trust appoints the Indenture Trustee as Paying Agent with
               respect to the Notes and the Indenture Trustee accepts such
               appointment. The Indenture Trustee, in its capacity as Paying
               Agent, agrees, and, whenever the Trust shall appoint a Paying
               Agent other than the Indenture Trustee with respect to the Notes,
               the Trust will cause such Paying Agent to execute and deliver to
               the Trust and the Indenture Trustee an instrument in which such
               Paying Agent shall agree with the Trust and the Indenture
               Trustee, subject to the provisions of this Section, that it will:

               (i)     hold all sums received by it as such agent for the
                       payment of the principal of, any premium or interest on,
                       or any Additional Amounts with respect to, the Notes
                       (whether such sums have been paid to it by the Funding
                       Agreement Provider, the Trust or by any other obligor on
                       the Notes) in trust for the benefit of each Holder of the
                       Notes and will (and will cause each of its agents and
                       Affiliates to) deposit all cash amounts received by it
                       (or such agents or Affiliates, as applicable) that are
                       derived from the Collateral for the benefit of the
                       Holders of Notes in a segregated non-interest bearing
                       account maintained or controlled by the Indenture
                       Trustee, consistent with the rating of the Outstanding
                       Notes;

                                       26


               (ii)    give the Indenture Trustee notice of any failure by the
                       Trust (or by any other obligor on the Notes) to make any
                       payment of the principal of, any premium and interest on,
                       or any Additional Amounts with respect to, the Notes when
                       the same shall be due and payable;

               (iii)   pay any such sums so held in trust by it to the Indenture
                       Trustee upon the Indenture Trustee's written request at
                       any time during the continuance of the failure referred
                       to in clause (ii) above;

               (iv)    in the absence of the failure referred in clause (ii)
                       above, pay any such sums so held in trust by it in
                       accordance with the Indenture and the terms of the Notes;
                       and

               (v)     comply with all agreements of Paying Agents in, and
                       perform all functions and obligations imposed on Paying
                       Agents by or pursuant to, the Indenture and a Note
                       Certificate or Supplemental Indenture.

          (b)  The Trust will, at or prior to 9:30 a.m. (New York City time) on
               each due date of the principal of, any premium and interest on,
               or any Additional Amounts with respect to, the Notes, deposit or
               cause to be deposited with the applicable Paying Agent a sum
               sufficient to pay such principal, any interest or premium, and
               any Additional Amounts, and (unless such Paying Agent is the
               Indenture Trustee) the Trust will promptly notify the Indenture
               Trustee of any failure to take such action.

          (c)  Anything in this Section to the contrary notwithstanding, the
               Trust may at any time, for the purpose of obtaining a
               satisfaction and discharge of the Notes under the Indenture, pay
               or cause to be paid to the Indenture Trustee all sums held in
               trust by the Trust or any Paying Agent under the Indenture, as
               required by this Section, such sums to be held by the Indenture
               Trustee upon the terms contained in the Indenture; PROVIDED,
               HOWEVER, in order to obtain such satisfaction or discharge of the
               Notes, that such sums paid to the Indenture Trustee must be at
               least equal to the amounts due and owing on the Notes, including
               outstanding principal, premium, accrued but unpaid interest and
               Additional Amounts.

          (d)  Anything in this Section to the contrary notwithstanding, the
               agreement to hold sums in trust as provided in this Section are
               subject to the provisions of Sections 11.3 and 11.4.

          (e)  The applicable Paying Agent shall (i) collect all forms from
               Holders of Notes (or from such other Persons as are relevant)
               that are required to exempt payments under the Notes and/or the
               related Funding Agreement(s) from United States Federal income
               tax withholding, (ii) withhold and pay over to the Internal
               Revenue Service or other taxing

                                       27


               authority with respect to payments under the Notes any amount of
               taxes required to be withheld by any United States Federal, state
               or local statute, rule or regulation and (iii) forward copies of
               such forms to the Trust and the Funding Agreement Provider.

          (f)  Each Paying Agent shall forward to the Trust at least monthly a
               bank statement in its possession with respect to the performance
               of its functions and obligations with respect to any Notes.

          (g)  The Trust shall pay the compensation of each Paying Agent at such
               rates as shall be agreed upon in writing by the Trust and the
               relevant Paying Agent from time to time and shall reimburse each
               Paying Agent for reasonable expenses properly incurred by such
               Paying Agent in connection with the performance of its duties
               upon receipt of such invoices as the Trust shall reasonably
               require.

          (h)  Subject as provided below, each Paying Agent may at any time
               resign as Paying Agent by giving not less than 60 days' written
               notice to the Trust and the Indenture Trustee (unless the
               Indenture Trustee is such Paying Agent) of such intention on it
               part, specifying the date on which its resignation shall become
               effective. Except as provided below, the Trust may remove a
               Paying Agent by giving not less than 20 days' written notice
               specifying such removal and the date when it shall become
               effective. Any such resignation or removal shall take effect
               upon:

               (i)     the appointment by the Trust of a successor Paying Agent;
                       and

               (ii)    the acceptance of such appointment by such successor
                       Paying Agent,

               PROVIDED that with respect to any Paying Agent who timely
               receives any amount with respect to any Notes and fails duly to
               pay any such amounts when due and payable in accordance with the
               terms of the Indenture and such Notes, any such removal will take
               effect immediately upon such appointment of, and acceptance
               thereof by, a successor Paying Agent approved by the Indenture
               Trustee (unless the Indenture Trustee is such Paying Agent), in
               which event notice of such appointment shall be given to each
               Holder of the Notes as soon as practicable thereafter. The Trust
               agrees with each Paying Agent that if, by the day falling 10 days
               before the expiration of any notice given pursuant to this
               Section 4.4(i), the Trust has not appointed a replacement Paying
               Agent, then the Paying Agent shall be entitled, on behalf of the
               Trust, to appoint in its place a reputable financial institution
               of good standing reasonably acceptable to the Trust and the
               Indenture Trustee (unless the Indenture Trustee is such Paying
               Agent); PROVIDED, HOWEVER, that notwithstanding the foregoing,
               the resignation or removal of the relevant Paying Agent shall not
               be effective unless, upon the expiration of the notice given
               pursuant to this Section

                                       28


               4.5(i), the successor Paying Agent shall have accepted its
               appointment. Upon its resignation or removal becoming effective,
               the retiring Paying Agent shall be entitled to the payment of its
               compensation and reimbursement of all expenses incurred by such
               retiring Paying Agent pursuant to Section 4.4(h) up to the
               effective date of such resignation or removal.

          (i)  If at any time a Paying Agent shall resign or be removed, or
               shall become incapable of acting with respect to the Notes, or
               shall be adjudged as bankrupt or insolvent, or a receiver or
               liquidator of such Paying Agent or of its property shall be
               appointed, or any public officer shall take charge or control of
               such Paying Agent or its property or affairs for the purpose of
               rehabilitation, conservation or liquidation, then a successor
               Paying Agent shall be appointed by the Trust by an instrument in
               writing filed with the successor Paying Agent. Upon any such
               appointment of, and the acceptance of such appointment by, a
               successor Paying Agent and (except in cases of removal for
               failure to timely pay any amounts as required by or pursuant to
               the Indenture or a Note Certificate or Supplemental Indenture)
               the giving of notice to each Holder of the Notes, the retiring
               Paying Agent shall cease to be Paying Agent under the Indenture.

          (j)  Any successor Paying Agent appointed under the Indenture shall
               execute and deliver to its predecessor, the Trust and the
               Indenture Trustee (unless the Indenture Trustee is such Paying
               Agent) a reasonably acceptable instrument accepting such
               appointment under the Indenture, and thereupon such successor
               Paying Agent, without any further act, deed or conveyance, shall
               become vested with all the authority, rights, powers, trusts,
               immunities, duties and obligations of such predecessor with like
               effect as if originally named as a Paying Agent under the
               Indenture, and such predecessor, upon payment of any amounts due
               pursuant to Section 4.4(h) and unpaid, shall thereupon become
               obliged to transfer and deliver, and such successor Paying Agent
               shall be entitled to receive, copies of any relevant records
               maintained by such predecessor Paying Agent.

          (k)  Any corporation into which a Paying Agent may be merged or
               converted or with which it may be consolidated or any corporation
               resulting from any merger, conversion or consolidation to which
               such Paying Agent shall be a party, or any corporation succeeding
               to all or substantially all of the paying agency business of such
               Paying Agent shall be a successor Paying Agent under the
               Indenture without the execution or filing of any paper or any
               further act on the part of any of the parties, anything in the
               Indenture to the contrary notwithstanding. At least 30 days'
               prior notice of any such merger, conversion or consolidation
               shall be given to the Trust and the Indenture Trustee (unless the
               Indenture Trustee is such Paying Agent).

                                       29


     SECTION 4.5    CALCULATION AGENT.

          (a)  The Trust appoints the Indenture Trustee as Calculation Agent,
               and the Indenture Trustee accepts such appointment.

          (b)  The relevant Calculation Agent shall perform all functions and
               obligations imposed on such Calculation Agent by or pursuant to
               the Indenture, and a Note Certificate or Supplemental Indenture.

          (c)  Each Calculation Agent, excluding the Indenture Trustee, shall
               forward to the Trust at least monthly a report providing details
               with respect to the performance of its functions and obligations
               with respect to the Notes which shall include dates and amounts
               of forthcoming payments with respect to the Notes.

          (d)  The relevant Calculation Agent shall, upon the request of any
               relevant Holder of the Notes, provide the interest rate then in
               effect and, if determined, the interest rate that will become
               effective as a result of a determination made for the next
               succeeding Interest Reset Date with respect to the Notes.

          (e)  All determinations of interest by the Calculation Agent shall, in
               the absence of manifest errors, be conclusive for all purposes
               and binding on the Holders of the Notes.

          (f)  The Trust shall pay the compensation of each Calculation Agent at
               such rates as shall be agreed upon in writing by the Trust and
               the relevant Calculation Agent from time to time and shall
               reimburse each Calculation Agent for reasonable expenses properly
               incurred by such Calculation Agent in connection with the
               performance of its duties upon receipt of such invoices as the
               Trust shall reasonably require. The Trust also agrees to
               indemnify each Calculation Agent for, and to hold it harmless
               against, any loss, liability or expense incurred without
               negligence or bad faith on its part, arising out of or in
               connection with the acceptance or administration of its duties
               under the Indenture, including the costs and expenses of
               defending itself against or investigating any claim of liability
               in connection with the exercise or performance of any of its
               powers or duties under the Indenture.

          (g)  Subject as provided below, each Calculation Agent may at any time
               resign as Calculation Agent by giving not less than 60 days'
               written notice to the Trust and the Indenture Trustee (unless the
               Indenture Trustee is such Calculation Agent) of such intention on
               its part, specifying the date on which its resignation shall
               become effective. Except as provided below, the Trust may remove
               a Calculation Agent by giving not less than 20 days' written
               notice specifying such removal and the date when it shall become
               effective. Any such resignation or removal shall take effect
               upon:

                                       30


               (i)     the appointment by the Trust of a successor Calculation
                       Agent; and

               (ii)    the acceptance of such appointment by such successor
                       Calculation Agent,

               PROVIDED that with respect to any Calculation Agent who fails
               duly to establish the interest rate or amount for any Interest
               Reset Period, any such removal will take effect immediately upon
               such appointment of, and acceptance thereof by, a successor
               Calculation Agent approved by the Indenture Trustee (unless the
               Indenture Trustee is such Calculation Agent), in which event
               notice of such appointment shall be given to each Holder of the
               Notes as soon as practicable thereafter. The Trust agrees with
               each Calculation Agent that if, by the day falling 10 days before
               the expiration of any notice given pursuant to this Section
               4.5(g), the Trust has not appointed a replacement Calculation
               Agent, then the Calculation Agent shall be entitled, on behalf of
               the Trust, to appoint in its place a reputable financial
               institution of good standing reasonably acceptable to the Trust
               and the Indenture Trustee (unless the Indenture Trustee is such
               Calculation Agent); PROVIDED, HOWEVER, that notwithstanding the
               foregoing, the resignation or removal of the relevant Calculation
               Agent shall not be effective unless, upon the expiration of the
               notice given pursuant to this Section 4.5(g), the successor
               Calculation Agent shall have accepted its appointment. Upon its
               resignation or removal becoming effective, the retiring
               Calculation Agent shall be entitled to the payment of its
               compensation and reimbursement of all expenses incurred by such
               retiring Calculation Agent pursuant to Section 4.5(f) up to the
               effective date of such resignation or removal.

          (h)  If at any time a Calculation Agent shall resign or be removed, or
               shall become incapable of acting with respect to the Notes, or
               shall be adjudged as bankrupt or insolvent, or a receiver or
               liquidator of such Calculation Agent or of its property shall be
               appointed, or any public officer shall take charge or control of
               such Calculation Agent or its property or affairs for the purpose
               of rehabilitation, conservation or liquidation, then a successor
               Calculation Agent shall be appointed by the Trust by an
               instrument in writing filed with the successor Calculation Agent.
               Upon any such appointment of, and the acceptance of such
               appointment by, a successor Calculation Agent and (except in
               cases of removal for failure to establish the amount of interest)
               the giving of notice to each Holder of the Notes, the retiring
               Calculation Agent shall cease to be Calculation Agent under the
               Indenture.

          (i)  Any successor Calculation Agent appointed under the Indenture
               shall execute and deliver to its predecessor, the Trust and the
               Indenture Trustee (unless the Indenture Trustee is such
               Calculation Agent) a reasonably acceptable instrument, accepting
               such appointment under the Indenture, and thereupon such
               successor Calculation Agent, without any further act,

                                       31


               deed or conveyance, shall become vested with all the authority,
               rights, powers, trusts, immunities, duties and obligations of
               such predecessor with like effect as if originally named as a
               Calculation Agent under the Indenture, and such predecessor, upon
               payment of any amounts due pursuant to Section 4.5(f) and unpaid,
               shall thereupon become obliged to transfer and deliver, and such
               successor Calculation Agent shall be entitled to receive, copies
               of any relevant records maintained by such predecessor
               Calculation Agent.

          (j)  Any corporation into which a Calculation Agent may be merged or
               converted or with which it may be consolidated or any corporation
               resulting from any merger, conversion or consolidation to which
               such Calculation Agent shall be a party, or a corporation
               succeeding to all or substantially all of the paying agency
               business of such Calculation Agent shall be a successor
               Calculation Agent under the Indenture without the execution or
               filing of any paper or any further act on the part of any of the
               parties hereto, anything in the Indenture to the contrary
               notwithstanding. At least 30 days' prior notice of any such
               merger, conversion or consolidation shall be given to the Trust
               and the Indenture Trustee (unless the Indenture Trustee is such
               Calculation Agent).

     SECTION 4.6    CERTIFICATE TO INDENTURE TRUSTEE. The Trust will furnish to
the Indenture Trustee on or before - in each year (beginning with -) a brief
certificate (which need not comply with Section 13.5) as to its knowledge of the
Trust's compliance with all conditions and covenants under the Indenture (such
compliance to be determined without regard to any period of grace or requirement
of notice provided under the Indenture).

     SECTION 4.7    NEGATIVE COVENANTS. So long as any Notes are Outstanding,
the Trust will not, except as otherwise expressly permitted under the Indenture
or under the Trust Agreement:

               (i)     sell, transfer, exchange, assign, lease, convey or
                       otherwise dispose of any of its assets (whenever
                       acquired), including, without limitation, any portion of
                       the Collateral securing its Obligations under the Notes
                       and the Indenture;

               (ii)    engage in any business or activity other than in
                       connection with, or relating to the execution and
                       delivery of, and the performance of its obligations
                       under, the Trust Agreement, the Indenture, the
                       Administrative Services Agreement, the Distribution
                       Agreement, the Support and Expenses Agreement, the Terms
                       Agreement and each Funding Agreement; the issuance and
                       sale of any Notes pursuant to the Indenture; and the
                       transactions contemplated by, and the activities
                       necessary or incidental to, any of the foregoing;

                                       32


               (iii)   incur, directly or indirectly, any Debt except for the
                       Notes or as otherwise contemplated under the Indenture or
                       under the Trust Agreement;

               (iv)    (A) permit the validity or effectiveness of the Indenture
                       or the Security Interest securing the Notes to be
                       impaired, or permit such Security Interest to be amended,
                       hypothecated, subordinated, terminated or discharged, (B)
                       permit any Person to be released from any covenants or
                       obligations under any Funding Agreement securing the
                       Notes, except as expressly permitted thereunder, under
                       the Indenture, the Trust Agreement, or each applicable
                       Funding Agreement, (C) create, incur, assume, or permit
                       any Lien or other encumbrance (other than the Security
                       Interests securing the Notes) on any of its properties or
                       assets (whenever acquired), or any interest therein or
                       the proceeds thereof, or (D) permit a lien with respect
                       to the Collateral not to constitute a valid first
                       priority perfected security interest in the Collateral
                       securing the Notes;

               (v)     amend, modify or fail to comply with any material
                       provision of the Trust Agreement, except for any
                       amendment or modification of the Trust Agreement
                       expressly permitted thereunder or under the Indenture or
                       the relevant Funding Agreement(s);

               (vi)    own any subsidiary or lend or advance any funds to, or
                       make any investment in, any Person, except for (A) the
                       investment of any funds of the Trust in the Funding Note
                       and (B) the investment of any funds of the Trust held by
                       the Indenture Trustee, a Paying Agent, the Delaware
                       Trustee or the Administrator as provided in the Indenture
                       or the Trust Agreement;

               (vii)   directly or indirectly declare or pay a distribution or
                       make any distribution or other payment, or redeem or
                       otherwise acquire or retire for value any securities
                       other than the Notes, PROVIDED that the Trust may declare
                       or pay a distribution or make any distribution or other
                       payment to the Trust Beneficial Owner in compliance with
                       the Trust Agreement if the Trust has paid or made
                       provision for the payment of all amounts due to be paid
                       on the Notes, and pay all of its debt, liabilities,
                       obligations and expenses, the payment of which is
                       provided for under the Support and Expenses Agreement;

               (viii)  become required to register as an "investment company"
                       under and as such term is defined in the Investment
                       Company Act of 1940, as amended;

               (ix)    enter into any transaction of merger or consolidation, or
                       liquidate or dissolve itself (or, to the fullest extent
                       permissible by law, suffer

                                       33


                       any liquidation or dissolution), or acquire by purchase
                       or otherwise all or substantially all the business or
                       assets of, or any stock or other evidence of beneficial
                       ownership of, any Person;

               (x)     take any action that would cause the Trust not to be
                       either ignored or treated as a grantor trust for United
                       States Federal income tax purposes;

               (xi)    issue any Notes unless the Funding Agreement Provider has
                       affirmed in writing to the Trust that it has made changes
                       to its books and records to reflect the grant of a
                       security interest in, and the making of an assignment for
                       collateral purposes of, the relevant Funding Agreement(s)
                       by the Trust to the Indenture Trustee in accordance with
                       the terms of such Funding Agreement(s) and the Indenture
                       and the Trust has taken such other steps as may be
                       necessary to cause the Security Interest in or assignment
                       for all collateral purposes of, the Collateral to be
                       perfected for purposes of the UCC or effective against
                       its creditors and subsequent purchasers of the Collateral
                       pursuant to insurance or other state laws;

               (xii)   make any deduction or withholding from any payment of
                       principal of or interest on the Notes (other than amounts
                       that may be required to be withheld or deducted from such
                       payments under the Code or any other applicable tax law)
                       by reason of the payment of any taxes levied or assessed
                       upon any portion of the Collateral except to the extent
                       specified in the Indenture or a Note Certificate or
                       Supplemental Indenture;

               (xiii)  have any employees other than the Delaware Trustee and
                       the Administrator or any other persons necessary to
                       conduct its business and enter into transactions
                       contemplated under the Indenture, the Trust Agreement,
                       the Administrative Services Agreement, the Distribution
                       Agreement, the Support and Expenses Agreement, the Terms
                       Agreement, the Funding Note or any Funding Agreement;

               (xiv)   have an interest in any bank account other than the
                       accounts contemplated under the Indenture, the Trust
                       Agreement, the Terms Agreement, the Distribution
                       Agreement or any Funding Agreement and those accounts
                       expressly permitted by the Indenture Trustee; PROVIDED
                       that any such further accounts or such interest of the
                       Trust therein shall be charged or otherwise secured in
                       favor of the Indenture Trustee on terms acceptable to the
                       Indenture Trustee;

               (xv)    permit any Affiliate, employee or officer of the Funding
                       Agreement Provider or any Agent to be a trustee of the
                       Trust; or

                                       34


               (xvi)   commingle any of its assets with any assets of any of the
                       Trust's Affiliates, or guarantee any obligation of any of
                       the Trust's Affiliates.

     SECTION 4.8    ADDITIONAL AMOUNTS.

          If the Note Certificate(s) provide for the payment of Additional
Amounts, the Trust agrees to pay to the Holder of any such Note Additional
Amounts as provided in the Note Certificate(s). Whenever in the Indenture there
is mentioned, in any context, the payment of the principal of, or interest or
premium on, or in respect of, any Note or the net proceeds received on the sale
or exchange of any Note, such reference shall be deemed to include reference to
the payment of Additional Amounts provided by the terms established by the
Indenture or pursuant to the Indenture to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
such terms, and express reference to the payment of Additional Amounts in any
provision of the Indenture shall not be construed as excluding Additional
Amounts in those provisions hereof where such express reference is not made.

          If the Note Certificate(s) provide for the payment of Additional
Amounts, the Note Certificate will provide that the Trust will pay, or cause to
be paid, Additional Amounts to a Holder of Notes to compensate for any
withholding or deduction for or on account of any present or future taxes,
duties, levies, assessments or governmental charges of whatever nature imposed
or levied on payments on the Notes by or on behalf of any governmental authority
in the United States having the power to tax, so that the net amount received by
the Holder of the Notes, after giving effect to such withholding or deduction,
whether or not currently payable, will equal the amount that would have been
received under the Notes were no such deduction or withholding required;
provided that no such Additional Amounts shall be required for or on account of:

          (a)  any tax, duty, levy, assessment or other governmental charge
               imposed which would not have been imposed but for a Holder or
               beneficial owner of one or more of the Notes, (i) having any
               present or former connection with the United States, including,
               without limitation, being or having been a citizen or resident
               thereof, or having been present, having been incorporated in,
               having engaged in a trade or business or having (or having had) a
               permanent establishment or principal office therein, (ii) being a
               controlled foreign corporation within the meaning of Section
               957(a) of the Code related within the meaning of Section
               864(d)(4) of the Code, to the Funding Agreement Provider, (iii)
               being a bank for United States Federal income tax purposes whose
               receipt of interest on the Note is described in Section
               881(c)(3)(A) of the Code, (iv) being an actual or constructive
               owner of 10 percent or more of the total combined voting power of
               all classes of stock of the Funding Agreement Provider entitled
               to vote within the meaning of Section 871(h)(3) of the Code and
               Treasury Regulations promulgated thereunder or (v) being subject
               to backup withholding as of the date of the purchase by the
               Holder of the Notes;

                                       35


          (b)  any tax, duty, levy, assessment or other governmental charge
               which would not have been imposed but for the presentation of the
               Note (where presentation is required) for payment on a date more
               than 30 days after the date on which such payment becomes due and
               payable or the date on which payment is duly provided for,
               whichever occurs later;

          (c)  any tax, duty, levy, assessment or other governmental charge
               which is imposed or withheld solely by reason of the failure of
               the beneficial owner or a Holder of Notes to comply with
               certification, identification or information reporting
               requirements concerning the nationality, residence, identity or
               connection with the United States of the beneficial owner or a
               Holder of Notes, if compliance is required by statute, by
               regulation of the United States Treasury Department, judicial or
               administrative interpretation, other law or by an applicable
               income tax treaty to which the United States is a party as a
               condition to exemption from such tax, duty, levy, assessment or
               other governmental charge;

          (d)  any inheritance, gift, estate, personal property, sales, transfer
               or similar tax, duty, levy, assessment, or similar governmental
               charge;

          (e)  any tax, duty, levy, assessment or other governmental charge that
               is payable otherwise than by withholding from payments in respect
               of the Notes;

          (f)  any tax, duty, levy, assessment or other governmental charge
               imposed by reason of payments on the Notes being treated as
               contingent interest described in Section 871(h)(4) of the Code
               for United States Federal income tax purposes provided that such
               treatment was described in the Pricing Supplement;

          (g)  any tax, duty, levy, assessment or other governmental charge that
               would not have been imposed but for an election by the Holder of
               the Note, the effect of which is to make payment in respect of
               the Notes subject to United States Federal income tax or
               withholding tax provisions; or

          (h)  any combination of items (a), (b), (c), (d), (e), (f) or (g)
               above.

                                    ARTICLE 5
        REMEDIES OF THE INDENTURE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

     SECTION 5.1    EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY; WAIVER
OF DEFAULT.

          (a)  "EVENT OF DEFAULT" with respect to the Notes wherever used in the
               Indenture, means each of the following events which shall have
               occurred and be continuing (whatever the reason for such Event of
               Default and whether it shall be voluntary or involuntary or be
               effected by operation of law or pursuant to any judgment, decree
               or order of any court or any order, rule or regulation of any
               administrative or governmental body):

                                       36


               (i)     default in the payment when due and payable of the
                       principal of, or any premium on, any Note;

               (ii)    default in the payment, when due and payable, of any
                       interest on, or any Additional Amounts with respect to,
                       any Note and continuance of such default for a period of
                       five Business Days;

               (iii)   any "Event of Default", as such term is defined in any
                       Funding Agreement securing the Notes, by the Funding
                       Agreement Provider under such Funding Agreement;

               (iv)    the Trust shall fail to observe or perform any covenant
                       contained in the Notes or in the Indenture for a period
                       of 30 days after the date on which written notice
                       specifying such failure, stating that such notice is a
                       "Notice of Default" under the Indenture and demanding
                       that the Trust remedy the same, shall have been given by
                       registered or certified mail, return receipt requested,
                       to the Trust by the Indenture Trustee, or to the Trust
                       and the Indenture Trustee by the Holder or Holders of at
                       least 25% in aggregate principal amount of the Notes
                       Outstanding; or

               (v)     the Indenture for any reason shall cease to be in full
                       force and effect or shall be declared null and void, or
                       the Indenture Trustee shall fail to have or maintain a
                       validly created and first priority perfected security
                       interest (or the equivalent thereof) in the Collateral;
                       or any Person shall successfully claim, as finally
                       determined by a court of competent jurisdiction that any
                       Lien for the benefit of the Holders of the Notes and any
                       other Person for whose benefit the Indenture Trustee is
                       or will be holding the Collateral, that the Collateral is
                       void or is junior to any other Lien or that the
                       enforcement thereof is materially limited because of any
                       preference, fraudulent transfer, conveyance or similar
                       law;

               (vi)    an involuntary case or other proceeding shall be
                       commenced against the Trust seeking liquidation,
                       reorganization or other relief with respect to it or its
                       debts under any bankruptcy, insolvency, reorganization or
                       other similar law or seeking the appointment of a
                       trustee, receiver, liquidator, custodian or other similar
                       official of it or any substantial part of its property,
                       and such involuntary case or other proceeding shall
                       remain undismissed and unstayed for a period of 60 days;
                       or an order for relief shall be entered against the Trust
                       under the Federal bankruptcy laws as now or hereafter in
                       effect;

               (vii)   the Trust shall commence a voluntary case or other
                       proceeding seeking liquidation, reorganization or other
                       relief with respect to itself or its debts under any
                       bankruptcy, insolvency, reorganization

                                       37


                       or other similar law or seeking the appointment of a
                       trustee, receiver, liquidator, custodian or other similar
                       official of it or any substantial part of its property,
                       or shall consent to any such relief or to the appointment
                       of or taking possession by any such official in an
                       involuntary case or other proceeding commenced against
                       it, or shall make a general assignment for the benefit of
                       creditors, or shall fail generally to pay its debts as
                       they become due, or shall take any action to authorize
                       any of the foregoing; or

               (viii)  any other Event of Default provided in any Supplemental
                       Indenture or in a Note Certificate.

          (b)  If one or more Events of Default shall have occurred and be
               continuing with respect to the Notes, then, and in every such
               event, unless the principal of all of the Notes shall have
               already become due and payable, either the Indenture Trustee or
               the Holder or Holders of not less than 25% in aggregate principal
               amount of the Notes Outstanding under the Indenture by notice in
               writing to the Trust (and to the Indenture Trustee if given by
               such Holder or Holders), may declare the entire principal and
               premium (if any) of all the Notes, any interest accrued thereon,
               and any Additional Amounts due and owing and any other amounts
               payable with respect thereto, to be due and payable immediately,
               and upon any such declaration the same shall become immediately
               due and payable; PROVIDED that, if any Event of Default specified
               in Section 5.1(a)(vi) or 5.1(a)(vii) occurs with respect to the
               Trust, or if any Event of Default specified in Section
               5.1(a)(iii) that would cause any Funding Agreement securing the
               Notes to become immediately due and payable occurs with respect
               to the Funding Agreement Provider, then without any notice to the
               Trust or any other act by the Indenture Trustee or any Holder of
               any Notes, the entire principal and premium (if any) of all the
               Notes, any interest accrued thereon, and any Additional Amounts
               due and owing, and any other amounts payable with respect
               thereto, shall become immediately due and payable without
               presentment, demand, protest or other notice of any kind, all of
               which are hereby waived by the Trust.

          (c)  Notwithstanding Section 5.1(b), if at any time after the
               principal and premium of the Notes, any interest accrued thereon,
               and any Additional Amounts due and owing and any other amounts
               payable with respect thereto shall have been so declared due and
               payable and before any judgment or decree for the payment of the
               funds due shall have been obtained or entered as provided in the
               Indenture, the Trust shall pay or shall deposit with the
               Indenture Trustee a sum sufficient to pay all due and payable
               interest on, and any Additional Amounts due and owing and any
               other amounts payable with respect to, the Notes and the
               principal and premium (if any) of any and all Notes which shall
               have become due and payable otherwise than by acceleration
               pursuant to Section 5.1(b) above (with interest on such principal
               and, to the extent that payment of such

                                       38


               interest is enforceable under applicable law, on any overdue
               interest and any other amounts payable, at the same rate as the
               rate of interest specified in each Note Certificate to the date
               of such payment or deposit) and such amount as shall be
               sufficient to cover reasonable compensation to the Indenture
               Trustee and each predecessor Indenture Trustee, their respective
               agents, attorneys and counsel, and all other expenses and
               liabilities incurred, and all advances made, by the Indenture
               Trustee and each predecessor Indenture Trustee except as a result
               of negligence or bad faith, and if any and all Events of Default
               under the Indenture, other than the non-payment of the principal
               of and premium (if any) on the Notes which shall have become due
               by acceleration, shall have been cured, waived or otherwise
               remedied as provided in the Indenture, then and in every such
               case the Holder Representative (as defined in Section 5.8(a)
               hereof), by written notice to the Trust and to the Indenture
               Trustee, may waive all defaults and rescind and annul such
               declaration and its consequences, but no such waiver or
               rescission and annulment shall extend to or shall affect any
               subsequent default or shall impair any right consequent thereon.

     SECTION 5.2    COLLECTION OF INDEBTEDNESS BY INDENTURE TRUSTEE; INDENTURE
TRUSTEE MAY PROVE DEBT.

          (a)  Subject to Section 5.1(c), if any Event of Default contained in
               Section 5.1(a)(i) or (ii) shall have occurred and be continuing,
               the Trust will, upon demand by the Indenture Trustee, pay to the
               Indenture Trustee for the benefit of each Holder of the Notes the
               whole amount that then shall have become due and payable of the
               principal of, any premium and interest on, and any Additional
               Amounts due and owing and any other amounts payable with respect
               to, the Notes (with interest to the date of such payment upon the
               overdue principal and, to the extent that payment of such
               interest is enforceable under applicable law, on overdue interest
               and any other amounts payable at the same rate as the rate of
               interest specified in the Notes); and in addition thereto, such
               further amount as shall be sufficient to cover the costs and
               expenses of collection, including reasonable compensation to the
               Indenture Trustee and each predecessor Indenture Trustee, their
               respective agents, attorneys and counsel, and any expenses and
               liabilities incurred, and all advances made, by the Indenture
               Trustee and each predecessor Indenture Trustee except as a result
               of its negligence or bad faith.

          (b)  Until such demand is made by the Indenture Trustee, the Trust may
               pay the principal of, any premium and interest on, and any
               Additional Amounts due and owing and any other amounts payable
               with respect to, the Notes to the Holders, whether or not the
               Notes be overdue.

          (c)  If the Trust shall fail to pay such amounts upon such demand, the
               Indenture Trustee, in its own name and as trustee of an express
               trust, shall be entitled and empowered to institute any action or
               proceedings at law or

                                       39


               in equity for the collection of the sums so due and unpaid, and
               may prosecute any such action or proceedings to judgment or final
               decree, and may enforce any such judgment or final decree against
               the Trust or other obligor upon the Notes and collect in the
               manner provided by law out of the property of the Trust or other
               obligor upon the Notes, wherever the funds adjudged or decreed to
               be payable are situated. If there shall be pending proceedings
               relative to the Trust or any other obligor upon the Notes under
               Title 11 of the United States Code or any other applicable
               Federal or state bankruptcy, insolvency or other similar law, or
               if a receiver, assignee or trustee in bankruptcy or
               reorganization, liquidator, sequestrator or similar official
               shall have been appointed for or taken possession of the Trust or
               its property or such other obligor, or in case of any other
               comparable judicial proceedings relative to the Trust or other
               obligor upon the Notes, or to the creditors or property of the
               Trust or such other obligor, the Indenture Trustee, irrespective
               of whether the principal of the Notes shall then be due and
               payable as therein expressed or by declaration or otherwise and
               irrespective of whether the Indenture Trustee shall have made any
               demand pursuant to the provisions of this Section, shall be
               entitled and empowered, by intervention in such proceedings or
               otherwise:

               (i)     to file such proofs of a claim or claims and to file such
                       other papers or documents as may be necessary or
                       advisable in order to have the claims of the Indenture
                       Trustee (including any claim for reasonable compensation
                       to the Indenture Trustee and each predecessor Indenture
                       Trustee, and their respective agents, attorneys and
                       counsel, and for reimbursement of all expenses and
                       liabilities incurred, and all advances made, by the
                       Indenture Trustee and each predecessor Indenture Trustee,
                       except as those adjudicated in a court of competent
                       jurisdiction to be the result of any such Indenture
                       Trustee's negligence or bad faith) and of the Holders
                       allowed in any judicial proceedings relative to the Trust
                       or other obligor upon the Notes, or to the creditors or
                       property of the Trust or such other obligor,

               (ii)    unless prohibited by applicable law and regulations, to
                       vote on behalf of the Holders of the Notes in any
                       election of a trustee or a standby trustee in
                       arrangement, reorganization, liquidation or other
                       bankruptcy or insolvency proceedings or Person performing
                       similar functions in comparable proceedings, and

               (iii)   to collect and receive any funds or other property
                       payable or deliverable on any such claims, and to
                       distribute all amounts received with respect to the
                       claims of each Holder and of the Indenture Trustee on
                       each Holder's behalf; and any trustee, receiver, or
                       liquidator, custodian or other similar official is hereby
                       authorized by each Holder to make payments to the
                       Indenture

                                       40


                       Trustee, and, in the event that the Indenture Trustee
                       shall consent to the making of payments directly to any
                       Holder, to pay to the Indenture Trustee such amounts as
                       shall be sufficient to cover reasonable compensation to
                       the Indenture Trustee, each predecessor Indenture Trustee
                       and their respective agents, attorneys and counsel, and
                       all other expenses and liabilities incurred, and all
                       advances made, by the Indenture Trustee and each
                       predecessor Indenture Trustee except as those adjudicated
                       in a court of competent jurisdiction to be the result of
                       any such Indenture Trustee's negligence or bad faith.

          (d)  Nothing contained in the Indenture shall be deemed to authorize
               the Indenture Trustee to authorize or consent to or vote for or
               accept or adopt on behalf of any Holder any plan or
               reorganization, arrangement, adjustment or composition affecting
               the Notes or the rights of any Holder thereof, or to authorize
               the Indenture Trustee to vote in respect of the claim of any
               Holder in any such proceeding except, as aforesaid, to vote for
               the election of a trustee in bankruptcy or similar Person.

          (e)  All rights of action and of asserting claims under the Indenture,
               or under any of the Notes, may be enforced by the Indenture
               Trustee without the possession of any of the Notes or the
               production thereof on any trial or other proceedings relative
               thereto, and any such action or proceedings instituted by the
               Indenture Trustee shall be brought in its own name as trustee of
               an express trust, and any recovery of judgment, subject to the
               payment of the expenses, disbursements and compensation of the
               Indenture Trustee, each predecessor Indenture Trustee and their
               respective agents and attorneys, shall be for the ratable benefit
               of each Holder.

          (f)  In any proceedings brought by the Indenture Trustee (and also any
               proceedings involving the interpretation of any provision of the
               Indenture to which the Indenture Trustee shall be a party) the
               Indenture Trustee shall be held to represent every Holder of the
               Notes, and it shall not be necessary to make any Holder of the
               Notes party to any such proceedings.

     SECTION 5.3    APPLICATION OF PROCEEDS.

          (a)  Any funds collected by the Indenture Trustee following an Event
               of Default pursuant to this Article or otherwise under the
               Indenture and any applicable Supplemental Indenture in respect of
               the Notes shall be applied in the following order at the date or
               dates fixed by the Indenture Trustee and, in case of the
               distribution of such funds on account of principal, any premium
               and interest and any Additional Amounts, upon presentation of the
               Note Certificate or Note Certificates representing the Notes and
               the notation thereon of the payment if only partially paid or
               upon the surrender thereof if fully paid:

                                       41


               FIRST: To the payment of costs and expenses, including reasonable
     compensation to the Indenture Trustee and each predecessor Indenture
     Trustee and their respective agents and attorneys and of all expenses and
     liabilities incurred, and all advances made, by the Indenture Trustee and
     each predecessor Indenture Trustee except as those adjudicated in a court
     of competent jurisdiction to be the result of any such Indenture Trustee's
     negligence or bad faith, in an aggregate amount of no more than $250,000 to
     the extent not paid pursuant to the Support Agreement;

               SECOND: To the payment of principal, any premium and interest,
     any Additional Amounts and any other amounts then due and owing on the
     Notes, ratably, without preference or priority of any kind, according to
     the aggregate principal amounts due and payable on the Notes;

               THIRD: To the payment of any other Obligations then due and owing
     with respect to the Notes, ratably, without preference or priority of any
     kind; and

               FOURTH: To the payment of any remaining balance to the Trust.

          (b)  Any funds collected by the Indenture Trustee where no Event of
               Default exists pursuant to Article 5 or otherwise under the
               Indenture and any applicable Supplemental Indenture in respect of
               the Notes shall be applied in the following order at the date or
               dates fixed by the Indenture Trustee and, in case of the
               distribution of such funds on account of principal, any premium
               and interest, and any Additional Amounts, upon presentation, if
               applicable, of the Note Certificate or Note Certificates
               representing the Notes and the notation thereon of the payment if
               only partially paid or upon the surrender thereof if fully paid:

               FIRST: To the payment of principal, any premium and interest, any
     Additional Amounts, and any other amounts then due and owing on the Notes,
     ratably, without preference or priority of any kind, according to the
     aggregate principal amounts due and payable on the Notes;

               SECOND: To the payment of any other Obligations then due and
     owing with respect to the Notes, ratably, without preference or priority of
     any kind; and

               THIRD: To the payment of any remaining balance to the Trust.

     SECTION 5.4    SUITS FOR ENFORCEMENT. If an Event of Default has occurred,
has not been waived and is continuing, the Indenture Trustee may in its
discretion proceed to protect and enforce the rights vested in it by the
Indenture by such appropriate judicial proceedings as the Indenture Trustee
shall deem most effectual to protect and enforce any of such rights, either at
law or in equity or in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in the Indenture or in aid of
the exercise of any power granted in the Indenture or to enforce any other legal
or equitable right vested in the Indenture Trustee by the Indenture or by law.

                                       42


     SECTION 5.5    RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS. If the
Indenture Trustee shall have proceeded to enforce any right under the Indenture
and such proceedings shall have been discontinued or abandoned for any reason,
or shall have been determined adversely to the Indenture Trustee, then and in
every such case the Trust and the Indenture Trustee shall be restored
respectively to their former positions and rights under the Indenture, and all
rights, remedies and powers of the Trust, the Indenture Trustee and each Holder
shall continue as though no such proceedings had been taken.

     SECTION 5.6    LIMITATIONS ON SUITS BY HOLDERS. No Holder of any Note shall
have any right by virtue or by availing of any provision of the Indenture to
institute any action or proceeding at law or in equity or in bankruptcy or
otherwise upon or under or with respect to the Indenture, or for the appointment
of a trustee, receiver, liquidator, custodian or other similar official or for
any other remedy under the Indenture, unless:

               (i)     such Holder has previously given written notice to the
                       Indenture Trustee of a continuing Event of Default;

               (ii)    the Holder or Holders of Notes representing not less than
                       25% of the aggregate principal amount of the Outstanding
                       notes of such series shall have made written request to
                       the Indenture Trustee to institute proceedings in respect
                       of such Event of Default in its own name as the Indenture
                       Trustee;

               (iii)   such Holder or Holders have offered to the Indenture
                       Trustee indemnity or security satisfactory to it against
                       the costs, expenses and liabilities to be incurred in
                       compliance with such request;

               (iv)    the Indenture Trustee for 60 days after its receipt of
                       such notice, request and offer of indemnity shall have
                       failed to institute any such action or proceedings; and

               (v)     no direction inconsistent with such written request shall
                       have been given to the Indenture Trustee during such
                       60-day period by the Holder or Holders of Notes
                       representing at least 66?% of the aggregate principal
                       amount of the Notes then Outstanding;

it being understood and intended, and being expressly covenanted by each Holder
of a Note with each other Holder of a Note and the Indenture Trustee, that no
Holder or Holders of Notes shall have any right in any manner whatever by virtue
of, or by availing of, any provision of the Indenture to affect, disturb or
prejudice the rights of any other Holder of any Note, or to obtain or seek to
obtain priority over or preference to any other Holder of any Note or to enforce
any right under the Indenture, except in the manner provided herein and for the
equal, ratable and common benefit of all the Holders of the Notes. For the
protection and enforcement of the provisions of this Section, each Holder and
the Indenture Trustee shall be entitled to such relief as can be given either at
law or in equity.

     Notwithstanding any other provisions in the Indenture, however, the right
of any Holder of any Note, which is absolute and unconditional, to receive
payment of the principal of (and

                                       43


premium, if any), and interest on, if any, and Additional Amounts with respect
to, if any, such Note, on or after the respective due dates expressed in such
Note, or to institute suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of
such Holder.

     SECTION 5.7    POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER
OF DEFAULT.

          (a)  Except as provided in Section 2.7, no right or remedy in the
               Indenture conferred upon or reserved to the Indenture Trustee or
               to any Holder is intended to be exclusive of any other right or
               remedy, and every right and remedy shall, to the extent permitted
               by law, be cumulative and in addition to every other right and
               remedy given under the Indenture or existing at law or in equity
               or otherwise. The assertion or employment of any right or remedy
               under the Indenture, or otherwise, shall not prevent the
               concurrent assertion or employment of any other appropriate right
               or remedy.

          (b)  No delay or omission of the Indenture Trustee or of any Holder of
               any Note to exercise any right or power accruing upon any Event
               of Default occurring and continuing as aforesaid shall impair any
               such right or power or shall be construed to be a waiver of any
               such Event of Default or an acquiescence therein; and, subject to
               Section 5.6, every power and remedy given by the Indenture or by
               law to the Indenture Trustee or to any Holder may be exercised
               from time to time, and as often as shall be deemed expedient, by
               the Indenture Trustee or by such Holder.

     SECTION 5.8    CONTROL BY THE HOLDERS.

          (a)  The Holders of a majority in aggregate principal amount of the
               Notes at the time Outstanding shall have the right to elect a
               holder representative (the "HOLDER REPRESENTATIVE") who shall
               have binding authority upon all the Holders and who shall direct
               the time, method, and place of conducting any proceeding for any
               remedy available to the Indenture Trustee, or exercising any
               trust or power conferred on the Indenture Trustee by the
               Indenture, PROVIDED that:

               (i)     such direction shall not be otherwise than in accordance
                       with law and the provisions of the Indenture; and

               (ii)    subject to the provisions of Section 6.1, the Indenture
                       Trustee shall have the right to decline to follow any
                       such direction if the Indenture Trustee, being advised by
                       counsel, shall determine that the action or proceeding so
                       directed may not lawfully be taken or if the Indenture
                       Trustee in good faith by its board of directors, the
                       executive committee, or a trust committee of directors or
                       Responsible Officers of the Indenture Trustee shall
                       determine that

                                       44


                       the action or proceedings so directed would involve the
                       Indenture Trustee in personal liability.

          (b)  Nothing in the Indenture shall impair the right of the Indenture
               Trustee in its discretion to take any action deemed proper by the
               Indenture Trustee and which is not inconsistent with such
               direction by the Holders.

     SECTION 5.9    WAIVER OF PAST DEFAULTS. Prior to the declaration of the
maturity of the Notes as provided in Section 5.1, the Holder Representative may
on behalf of the Holders of all the Notes waive any past default or Event of
Default under the Indenture and its consequences, except a default:

               (i)     in the payment of principal of, any premium or interest
                       on, or any Additional Amounts with respect to, any of the
                       Notes; or

               (ii)    in respect of a covenant or provision of the Indenture
                       which cannot be modified or amended without the consent
                       of the Holder of each Note.

Upon any such waiver, such default shall cease to exist and be deemed to have
been cured and not to have occurred, and any Event of Default arising therefrom
shall be deemed to have been cured, and not to have occurred for every purpose
of the Indenture; but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon.

                                    ARTICLE 6
                              THE INDENTURE TRUSTEE

     SECTION 6.1    CERTAIN DUTIES AND RESPONSIBILITIES.

          (a)  Except if an Event of Default has occurred and is continuing (and
               it has not been cured or waived), the Indenture Trustee
               undertakes to perform such duties and only such duties with
               respect to such Notes as are specifically set forth in the
               Indenture. No implied covenants or obligations shall be read into
               the Indenture against the Indenture Trustee.

          (b)  If an Event of Default has occurred and is continuing (and it has
               not been cured or waived), the Indenture Trustee shall exercise
               such of the rights and powers with respect to the Notes vested in
               it by the Indenture, and use the same degree of care and skill in
               their exercise, as a prudent person would exercise or use under
               the circumstances in the conduct of his or her own affairs.

          (c)  No provision of the Indenture shall be construed to relieve the
               Indenture Trustee from liability for its own negligent action,
               its own negligent failure to act or its own willful misconduct,
               except that:

                                       45


               (i)     this subsection (c) shall not be construed to limit the
                       effect of subsection (a) of this Section;

               (ii)    in the absence of bad faith on its part, the Indenture
                       Trustee may conclusively rely, as to the truth of the
                       statements and the correctness of the opinions expressed
                       therein, upon certificates or opinions furnished to the
                       Indenture Trustee and conforming to the requirements of
                       the Indenture unless a Responsible Officer of the
                       Indenture Trustee has actual knowledge that such
                       statements or opinions are false; provided that the
                       Indenture Trustee must examine such certificates and
                       opinions to determine whether they conform to the
                       requirements of the Indenture;

               (iii)   the Indenture Trustee shall not be liable for any error
                       of judgment made in good faith by any Responsible Officer
                       of the Indenture Trustee, unless it is proved that the
                       Indenture Trustee was negligent in ascertaining the
                       pertinent facts;

               (iv)    the Indenture Trustee shall not be liable with respect to
                       any action taken or omitted to be taken by it in good
                       faith in accordance with the direction of the Holder
                       Representative relating to the time, method and place of
                       conducting any proceeding for any remedy available to the
                       Indenture Trustee, or exercising any trust or power
                       conferred upon the Indenture Trustee, under the Indenture
                       with respect to the Notes; and

               (v)     no provision of the Indenture shall require the Indenture
                       Trustee to expend or risk its own funds or otherwise
                       incur any financial liability in the performance of any
                       of its duties under the Indenture, or in the exercise of
                       any of its rights or powers, if it shall have reasonable
                       grounds for believing that repayment of such funds or
                       adequate indemnity against such liability is not
                       reasonably assured to it.

          (d)  Whether or not therein expressly so provided, every provision of
               the Indenture relating to the conduct or affecting the liability
               of or affording protection to the Indenture Trustee shall be
               subject to the provisions of this Section.

     SECTION 6.2    CERTAIN RIGHTS OF THE INDENTURE TRUSTEE. Subject to Section
6.1:

          (a)  the Indenture Trustee may rely and shall be protected in acting
               or refraining from acting upon any resolution, certificate,
               statement, instrument, opinion, report, notice, request, consent,
               order, bond, debenture, note, coupon, security or other paper or
               document believed by it to be genuine and to have been signed or
               presented by the proper party or parties;

                                       46


          (b)  any request, direction, order or demand of the Trust mentioned in
               the Indenture shall be sufficiently evidenced by a Trust
               Certificate (unless other evidence in respect thereof be
               specifically prescribed in the Indenture);

          (c)  the Indenture Trustee may consult with counsel and any advice of
               such counsel or any Opinion of Counsel shall be full and complete
               authorization and protection in respect of any action taken,
               suffered or omitted to be taken by it under the Indenture in good
               faith and in reliance on such advice or Opinion of Counsel;

          (d)  the Indenture Trustee shall be under no obligation to exercise
               any of the trusts or powers vested in it by the Indenture at the
               request, order or direction of any Holder Representative pursuant
               to the provisions of the Indenture, unless such Holder
               Representative shall have offered to the Indenture Trustee
               reasonable security or indemnity against the costs, expenses and
               liabilities which might be incurred by it in compliance with such
               request, order or direction;

          (e)  whenever in the administration of the Indenture the Indenture
               Trustee shall deem it necessary or desirable that a matter be
               proved or established prior to taking or suffering or omitting
               any action under the Indenture, such matter (unless other
               evidence in respect thereof be specifically prescribed in the
               Indenture) may, in the absence of negligence or bad faith on its
               part, be deemed to be conclusively proved and established by a
               Trust Certificate delivered to the Indenture Trustee;

          (f)  the Indenture Trustee shall not be liable for any action taken or
               omitted by it in good faith and believed by it to be authorized
               or within the discretion, rights or powers conferred upon it by
               the Indenture;

          (g)  the Indenture Trustee shall not be bound to make any
               investigation into the facts or matters stated in any resolution,
               certificate, statement, instrument, opinion, report, notice,
               request, consent, order, approval, appraisal, bond, debenture,
               note, coupon, security, or other paper or document unless
               requested in writing so to do by the Holder Representative;
               PROVIDED that, if the payment within a reasonable time to the
               Indenture Trustee of the costs, expenses or liabilities likely to
               be incurred by it in the making of such investigation is, in the
               opinion of the Indenture Trustee, not reasonably assured to the
               Indenture Trustee by the security afforded to it by the terms of
               the Indenture, the Indenture Trustee may require reasonable
               indemnity against such expenses or liabilities as a condition to
               proceeding; the reasonable expenses of every such examination
               shall be paid by the Trust or, if paid by the Indenture Trustee
               or any predecessor trustee, shall be repaid by the Trust upon
               demand; and

                                       47


          (h)  the Indenture Trustee may execute any of the trusts or powers
               under the Indenture or perform any duties under the Indenture
               either directly or by or through agents or attorneys not
               regularly in its employ and the Indenture Trustee shall not be
               responsible for any misconduct or negligence on the part of any
               such agent or attorney appointed with due care by it under the
               Indenture.

     SECTION 6.3    NOT RESPONSIBLE FOR RECITALS, VALIDITY OF THE NOTES OR
APPLICATION OF THE PROCEEDS. The recitals contained in the Indenture and in the
Notes, except the Indenture Trustee's certificates of authentication, shall be
taken as the statements of the Trust, and the Indenture Trustee assumes no
responsibility for the correctness of the same. The Indenture Trustee makes no
representation as to the validity or sufficiency of the Indenture or of the
Notes, or of any Funding Agreement, or of the Collateral. The Indenture Trustee
shall not be accountable for the use or application by the Trust of any of the
Notes, the Funding Agreement or of the proceeds thereof.

     SECTION 6.4    MAY HOLD NOTES; COLLECTIONS, ETC. The Indenture Trustee or
any agent of the Trust or the Indenture Trustee, in its individual or any other
capacity, may become the owner or pledgee of Notes with the same rights it would
have if it were not the Indenture Trustee or such agent and, subject to Section
6.7 and Section 311(a) of the Trust Indenture Act, may otherwise deal with the
Trust, the Administrator, the Funding Agreement Provider and any other
interested party, and receive, collect, hold and retain collections from the
Trust with the same rights it would have if it were not the Indenture Trustee or
such agent.

     SECTION 6.5    FUNDS HELD BY INDENTURE TRUSTEE. Subject to the provisions
of Section 11.4, all funds received by the Indenture Trustee shall, until used
or applied as provided in the Indenture, be held in trust for the purposes for
which they were received. The Indenture Trustee (and each of its agents and
Affiliates) shall deposit all cash amounts received by it (or any such agents or
Affiliates) that are derived from the Collateral for the benefit of the Holders
of Notes in a segregated account maintained or controlled by the Indenture
Trustee, consistent with the rating of the Outstanding Notes. Neither the
Indenture Trustee nor any agent of the Trust or the Indenture Trustee shall be
under any liability for interest on any funds received by it under the
Indenture.

     SECTION 6.6    COMPENSATION; REIMBURSEMENT; INDEMNIFICATION.

          (a)  The Trust covenants and agrees:

               (i)     to pay to the Indenture Trustee from time to time, and
                       the Indenture Trustee shall be entitled to, reasonable
                       compensation for all services rendered by it under the
                       Indenture (which compensation shall not be limited by any
                       provision of law in regard to the compensation of a
                       trustee of an express trust);

               (ii)    except as otherwise provided in the Indenture, to pay or
                       reimburse the Indenture Trustee upon its request for all
                       reasonable expenses, disbursements and advances incurred
                       or made by the Indenture

                                       48


                       Trustee in accordance with any provision of the Indenture
                       (including the reasonable compensation and the expenses
                       and disbursements of its agents and counsel), except any
                       such expense, disbursement or advance as may arise from
                       its negligence or bad faith; and

               (iii)   to indemnify the Indenture Trustee for, and to hold it
                       harmless against, any loss, liability or expense incurred
                       without negligence or bad faith on its part, arising out
                       of or in connection with the acceptance or administration
                       of the Indenture or the trusts under the Indenture and
                       its duties under the Indenture, including the costs and
                       expenses of defending itself against or investigating any
                       claim of liability in connection with the exercise or
                       performance of any of its powers or duties under the
                       Indenture.

          (b)  The obligations of the Trust under this Section to compensate and
               indemnify the Indenture Trustee and to pay or reimburse the
               Indenture Trustee for expenses, disbursements and advances shall
               constitute additional indebtedness under the Indenture and shall
               survive the satisfaction and discharge of the Indenture and any
               resignation or removal of the Indenture Trustee.

     SECTION 6.7    CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

          (a)  There shall at all times be an Indenture Trustee under the
               Indenture which shall:

               (i)     be a national banking association or a banking
                       corporation authorized under its laws of incorporation
                       and the laws of the jurisdiction in which it administers
                       the Indenture and any Supplemental Indenture to exercise
                       corporate trust powers, having an aggregate capital,
                       surplus of at least $50,000,000; provided that if such
                       banking corporation publishes reports of condition at
                       least annually, pursuant to law or to the requirements of
                       its Federal, State or other governmental supervisor, then
                       for the purposes of this Section, the aggregate capital,
                       surplus and undivided profits of such banking corporation
                       shall be deemed to be its aggregate capital, surplus and
                       undivided profits as set forth in its most recent report
                       of condition so published;

               (ii)    not be affiliated (as such term is defined in Rule 405
                       under the Securities Act) with the Trust or with any
                       Person involved in the organization or operation of the
                       Trust; and

               (iii)   not offer or provide credit or credit enhancement to the
                       Trust.

          (b)  If at any time the Indenture Trustee shall cease to be eligible
               in accordance with the provisions of Section 6.7(a) or the
               requirements of Section 310 of

                                       49


               the Trust Indenture Act, the Indenture Trustee shall resign
               immediately in the manner and with the effect specified in
               Section 6.8.

     SECTION 6.8    RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE.

          (a)  The Indenture Trustee may at any time resign by giving not less
               than 90 days' prior written notice of resignation to the Trust
               and to the Holders of Notes as provided in the Indenture. Upon
               receiving such notice of resignation, the Trust shall promptly
               cause a successor trustee with respect to the applicable series
               to be appointed by written instrument in duplicate, executed by
               the Trust, one copy of which instrument shall be delivered to the
               resigning trustee and one copy to the successor indenture
               trustee. If no successor trustee shall have been so appointed and
               have accepted appointment within 30 days after the giving of such
               notice of resignation, the resigning trustee may petition any
               court of competent jurisdiction for the appointment of a
               successor indenture trustee. Such court may thereupon, after such
               notice, if any, as it may deem proper and prescribe, appoint a
               successor trustee.

          (b)  If at any time:

               (i)     the Indenture Trustee shall cease to be eligible in
                       accordance with the provisions of Section 6.7(a) or the
                       requirements of Section 310(a) of the Trust Indenture Act
                       or any applicable Supplemental Indenture and shall fail
                       to resign pursuant to Section 6.7(b) or following written
                       request therefor by the Trust or by any such Holder
                       pursuant to Section 6.8(c);

               (ii)    the Indenture Trustee shall become incapable of acting
                       with respect to the Notes, or shall be adjudged as
                       bankrupt or insolvent, or a receiver or liquidator of the
                       Indenture Trustee or of its property shall be appointed,
                       or any public officer shall take charge or control of the
                       Indenture Trustee or of its property or affairs for the
                       purpose of rehabilitation, conservation or liquidation;
                       or

               (iii)   the Indenture Trustee shall fail to comply with the
                       obligations imposed upon it under Section 310(b) of the
                       Trust Indenture Act with respect to the Notes after
                       written request therefor by the Trust or any Holder of a
                       Note who has been a bona fide Holder of a Note for at
                       least six months;

then, in any such case, except during the existence of an Event of Default, the
Trust may remove the Indenture Trustee and appoint a successor trustee by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the Indenture Trustee so removed and one copy to the successor
trustee.

          (c)  In addition to the right of petition given to the resigning
               trustee and the right of removal given to the Trust under
               Sections 6.8(a) and 6.8(b),

                                       50


               respectively, any Holder who has been a Holder of Notes for at
               least six months may, on behalf of itself and all others
               similarly situated, petition any court of competent jurisdiction
               for the appointment of a successor trustee or the removal of the
               Indenture Trustee and the appointment of a successor trustee, as
               the case may be. Such court may thereupon, after such notice, if
               any, as it may deem proper and prescribe, appoint a successor
               trustee or remove the Indenture Trustee and appoint a successor
               trustee, as the case may be.

          (d)  The Holder Representative may at any time remove the Indenture
               Trustee and appoint a successor trustee by delivering to the
               Indenture Trustee so removed, to the successor trustee so
               appointed and to the Trust the evidence provided for in Section
               8.1 of the action in that regard taken by a Holder.

          (e)  Any resignation or removal of the Indenture Trustee and any
               appointment of a successor trustee pursuant to any of the
               provisions of this Section 6.8 shall only become effective upon
               acceptance of appointment by the successor trustee as provided in
               Section 6.9.

     SECTION 6.9    ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE.

          (a)  Every successor trustee appointed as provided in Section 6.8
               shall execute, acknowledge and deliver to the Trust and to its
               predecessor indenture trustee an instrument accepting such
               appointment, and thereupon the resignation or removal of the
               predecessor indenture trustee shall become effective and such
               successor indenture trustee, without any further act, deed or
               conveyance, shall become vested with all rights, powers, duties
               and obligations of its predecessor under the Indenture, with like
               effect as if originally named as indenture trustee under the
               Indenture; but, nevertheless, on the written request of the Trust
               or of the successor indenture trustee, upon payment of its
               charges then unpaid, the indenture trustee ceasing to act shall,
               subject to Section 11.4, pay over to the successor indenture
               trustee all funds at the time held by it under the Indenture and
               shall execute and deliver an instrument transferring to such
               successor indenture trustee all such rights, powers, duties and
               obligations. Upon request of any such successor indenture
               trustee, the Trust shall execute any and all instruments in
               writing for more fully and certainly vesting in and confirming to
               such successor indenture trustee all such rights and powers.
               Subject to the Lien created under the Indenture, any indenture
               trustee ceasing to act shall, nevertheless, retain a claim upon
               all property or funds held or collected by such indenture trustee
               to secure any amounts then due it pursuant to the provisions of
               Section 6.6.

          (b)  Upon acceptance of appointment by a successor Indenture Trustee
               as provided in this Section 6.9, the Trust shall notify each
               Holder of any Note and each rating agency then rating any Notes
               at the request of the Trust. If

                                       51


               the acceptance of appointment is substantially contemporaneous
               with the resignation, then the notice called for by the preceding
               sentence may be combined with the notice called for by Section
               6.8. If the Trust fails to make such notice within 10 days after
               acceptance of appointment by the successor Indenture Trustee, the
               successor Indenture Trustee shall cause such notice to be mailed
               at the expense of the Trust.

     SECTION 6.10   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS
OF INDENTURE TRUSTEE.

          (a)  Any corporation into which the Indenture Trustee may be merged or
               converted or with which it may be consolidated, or any
               corporation resulting from any merger, conversion or
               consolidation to which the Indenture Trustee shall be a party, or
               any corporation succeeding to all or substantially all of the
               corporate trust business of the Indenture Trustee, shall be the
               successor of the Indenture Trustee under the Indenture, PROVIDED
               that such corporation shall be eligible under the provisions of
               Section 6.7, without the execution or filing of any paper or any
               further act on the part of any of the parties to the Indenture,
               anything in the Indenture to the contrary notwithstanding.

          (b)  In case at the time such successor to the Indenture Trustee shall
               succeed to the trusts created by the Indenture any of the Notes
               shall have been authenticated but not delivered, any such
               successor to the Indenture Trustee may adopt the certificate of
               authentication of any predecessor Indenture Trustee and deliver
               such Notes so authenticated; and, in case at that time any of the
               Notes shall not have been authenticated, any successor to the
               Indenture Trustee may authenticate such Notes either in the name
               of any predecessor under the Indenture or in the name of the
               successor Indenture Trustee; and in all such cases such
               certificate shall have the full force; PROVIDED, that the right
               to adopt the certificate of authentication of any predecessor
               Indenture Trustee or to authenticate Notes in the name of any
               predecessor Indenture Trustee shall apply only to its successor
               or successors by merger, conversion or consolidation.

     SECTION 6.11   LIMITATIONS ON RIGHTS OF INDENTURE TRUSTEE AS CREDITOR. The
Indenture Trustee shall comply with Section 311(a) of the Trust Indenture Act.

                                    ARTICLE 7
            HOLDERS' LISTS AND REPORTS BY INDENTURE TRUSTEE AND TRUST

     SECTION 7.1    TRUST TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES OF
HOLDERS.

     In accordance with Section 312(a) of the Trust Indenture Act, the Trust
shall furnish or cause to be furnished to the Indenture Trustee:

          (a)  semi-annually not later than June 30 and December 31 of the year
               or upon such other dates as are set forth in or pursuant to a
               Note Certificate or

                                       52


               Supplemental Indenture, a list, in each case in such form as the
               Indenture Trustee may reasonably require, of the names and
               addresses of Holders as of the applicable date, and

          (b)  at such other times as the Indenture Trustee may request in
               writing, within 30 days after the receipt by the Trust of any
               such request, a list of similar form and content as of a date not
               more than 15 days prior to the time such list is furnished,

PROVIDED, HOWEVER, that so long as the Indenture Trustee is the Registrar no
such list shall be required to be furnished.

     SECTION 7.2    PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS.

     The Indenture Trustee shall comply with the obligations imposed upon it
pursuant to Section 312 of the Trust Indenture Act. Every Holder of Notes, by
receiving and holding the same, agrees with the Trust and the Indenture Trustee
that neither the Trust, the Indenture Trustee, any Paying Agent or any Registrar
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Holders of Notes in accordance with Section
312(c) of the Trust Indenture Act, regardless of the source from which such
information was derived, and that the Indenture Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
Section 312(b) of the Trust Indenture Act.

     SECTION 7.3    REPORTS BY INDENTURE TRUSTEE.

          (a)  Within 60 days after May 15 of each year commencing with the
               first May 15 following the issuance of Notes, if required by
               Section 313(a) of the Trust Indenture Act, the Indenture Trustee
               shall transmit, pursuant to Section 313(c) of the Trust Indenture
               Act, a brief report dated as of May 15 with respect to any of the
               events specified in Section 313(a) of the Trust Indenture Act
               which may have occurred since the later of the immediately
               preceding May 15 and the date of the Indenture.

          (b)  The Indenture Trustee shall transmit the reports required by
               Section 313(a) of the Trust Indenture Act at the time specified
               therein.

          (c)  The Indenture Trustee shall comply with Section 313(b) of the
               Trust Indenture Act.

          (d)  Reports pursuant to this Section shall be transmitted in the
               manner and to the Persons required by Sections 313(c) and 313(d)
               of the Trust Indenture Act.

          (e)  A copy of each such report shall, at the time of such
               transmission to Holders, be filed by the Indenture Trustee with
               each stock exchange upon which the Notes are listed, with the
               Commission and the Trust. The Trust

                                       53


               will notify the Indenture Trustee whether the Notes are listed on
               any stock exchange.

          (f)  The Trust shall furnish to the Indenture Trustee:

               (i)     promptly after the execution and delivery of the
                       Indenture, an Opinion of Counsel either stating that, in
                       the opinion of such counsel, the Indenture has been
                       properly recorded, registered and filed to the extent
                       necessary to make effective the Security Interest
                       intended to be created by the Indenture, and reciting the
                       details of such action or referring to prior Opinions of
                       Counsel in which such details are given, or stating that,
                       in the opinion of such counsel, no such action is
                       necessary to make the Security Interest effective; and

               (ii)    at least annually, an Opinion of Counsel, dated as of
                       such date, either stating that, in the opinion of such
                       counsel, such action has been taken with respect to the
                       recording, filing, re-recording and re-filing of the
                       Indenture, as is necessary to maintain the Security
                       Interest of the Indenture and reciting the details of
                       such action or referring to prior Opinions of Counsel in
                       which such details are given, or stating that, in the
                       opinion of such counsel, no such action is necessary to
                       maintain the Security Interest.

     SECTION 7.4    REPORTS BY TRUST.

          Pursuant to Section 314(a) of the Trust Indenture Act, the Trust
shall:

          (a)  file, or cause to be filed, with the Indenture Trustee, within 15
               days after the Trust or Global Funding is required to file the
               same with the Commission and to the extent available to the
               Trust, copies of the annual reports and of the information,
               documents and other reports (or copies of such portions of any of
               the foregoing as the Commission may from time to time by rules
               and regulations prescribe) which the Trust or Global Funding may
               be required to file with the Commission pursuant to Section 13 or
               Section 15(d) of the Exchange Act; or, if the Trust is not
               required to file information, documents or reports pursuant to
               either of said Sections, then it shall file, or cause to be
               filed, with the Indenture Trustee and the Commission, in
               accordance with rules and regulations prescribed from time to
               time by the Commission, such of the supplementary and periodic
               information, documents and reports which may be required pursuant
               to Section 13 of the Exchange Act in respect of a security listed
               and registered on a national securities exchange as may be
               prescribed form time to time in such rules and regulations;
               PROVIDED that if, pursuant to any publicly available
               interpretations of the Commission, the Trust or Global Funding
               would not be required to make such filings under Section 314(a)

                                       54


               of the Trust Indenture Act, then the Trust or Global Funding
               shall not be required to make such filings;

          (b)  file, or cause to be filed on its behalf, with the Indenture
               Trustee and the Commission, in accordance with rules and
               regulations prescribed from time to time by the Commission, such
               additional information, documents and reports with respect to
               compliance by the Trust, with the conditions and covenants of the
               Indenture as may be required from time to time by such rules and
               regulations; and

          (c)  transmit within 30 days after the filing thereof with the
               Indenture Trustee, in the manner and to the extent provided in
               Section 313(c) of the Trust Indenture Act, such summaries of any
               information, documents and reports required to be filed by or on
               behalf of the Trust pursuant to paragraphs (1) and (2) of this
               Section as may be required by rules and regulations prescribed
               from time to time by the Commission.

     SECTION 7.5    COMPLIANCE CERTIFICATES AND AUDITOR'S REPORTS. No later than
- - of each year, the Indenture Trustee shall (i) provide to the Funding Agreement
Provider, the Trust and Global Funding an annual statement of compliance
substantially in the form attached as Exhibit C, which shall be filed as an
exhibit to the applicable Annual Report on Form 10-K of the Trust filed under
the Exchange Act (each, a "FORM 10-K") and (ii) provide information necessary to
allow a firm of independent public accountants selected by the Administrator to
furnish to the board of directors of the Funding Agreement Provider annually an
auditor's report pursuant to Section 2.2(a)(x) of the Amended and Restated
Administrative Services Agreement.

                                    ARTICLE 8
                             CONCERNING EACH HOLDER

     SECTION 8.1    EVIDENCE OF ACTION TAKEN BY A HOLDER.

          (a)  Any request, demand, authorization, direction, notice, consent,
               waiver or other action provided by the Indenture to be given or
               taken by any Holder may be embodied in and evidenced (i) by any
               instrument or any number of instruments of similar tenor executed
               by Holders in person or by agent or proxy appointed in writing,
               or (ii) by the record of the Holders of Notes voting in favor
               thereof at any meeting of Holders duly called and held in
               accordance with the provisions of Article 12, or (iii) by a
               combination of such instrument or instruments and any such record
               of such meeting of Holders. Except as otherwise expressly
               provided in the Indenture, such action shall become effective
               when such instrument or instruments are delivered to the
               Indenture Trustee. Proof of execution of any instrument or of a
               writing appointing any such agent shall be sufficient for any
               purpose of the Indenture and (subject to Sections 6.1 and 6.2)
               conclusive in favor of the Indenture Trustee and the Trust, if
               made in the manner provided in this Article. The record of any
               meeting of Holders of Notes shall be proved in the manner
               provided in Section 12.6.

                                       55


          (b)  Any request, demand, authorization, direction, notice, consent,
               waiver or other action of the Holder of any Note shall bind every
               future Holder of the same Note and the Holder of every Note
               issued upon the registration of transfer thereof or in exchange
               therefor or in lieu thereof in respect of anything done, omitted
               or suffered to be done by the Indenture Trustee or the Trust in
               reliance thereon, whether or not notation of such action is made
               upon such Note.

     SECTION 8.2    PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF NOTES.

          (a)  Subject to Sections 6.1 and 6.2, the execution of any instrument
               by a Holder or its agent or proxy may be proved in accordance
               with such reasonable rules and regulations as may be prescribed
               by the Indenture Trustee or in such manner as shall be
               satisfactory to the Indenture Trustee.

          (b)  The ownership, principal amount and CUSIP numbers of Notes shall
               be proved by the Note Register or by a certificate of the
               Indenture Trustee.

     SECTION 8.3    VOTING RECORD DATE. The Trust may set a record date for
purposes of determining the identity of each Holder of a Note entitled to vote
or consent to any action referred to in Section 8.1, which record date may be
set at any time or from time to time by notice to the Indenture Trustee, for any
date or dates (in the case of any adjournment or resolicitation) not more than
60 days nor less than 5 days prior to the proposed date of such vote or consent,
and thereafter, notwithstanding any other provisions of the Indenture, only a
Holder of any Note on such record date shall be entitled to so vote or give such
consent or to withdraw such vote or consent.

     SECTION 8.4    PERSONS DEEMED TO BE OWNERS. The Trust, the Indenture
Trustee and any agent of the Trust or the Indenture Trustee may deem and treat
the Holder of any Note of as the absolute owner of such Note (whether or not
such Note shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for the purpose of receiving payment of or on account of
the principal of, any premium on, and, subject to the provisions of the
Indenture, any interest on, and any Additional Amounts with respect to, such
Note and for all other purposes; and neither the Trust nor the Indenture Trustee
nor any agent of the Trust or the Indenture Trustee shall be affected by any
notice to the contrary. All such payments so made to any such Person, or upon
such Person's order, shall be valid, and, to the extent of the sum or sums so
paid, effectual to satisfy and discharge the liability for funds payable upon
any such Note.

     SECTION 8.5    NOTES OWNED BY TRUST DEEMED NOT OUTSTANDING. In determining
whether the Holders of the requisite aggregate principal amount of Notes have
concurred in any direction, consent or waiver under the Indenture, Notes which
are owned by the Trust or any other obligor on the Notes or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Trust or any other obligor on the Notes shall be
disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Indenture
Trustee shall be protected in relying on any such direction, consent or waiver
only Notes which the Indenture Trustee knows are so

                                       56


owned shall be so disregarded. Notes so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Indenture Trustee the pledgee's right so to act with respect
to such Notes and that the pledgee is not the Trust or any other obligor upon
the Notes or any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Trust or any other obligor on
the Notes. In case of a dispute as to such right, the advice of counsel shall be
full protection in respect of any decision made by the Indenture Trustee in
accordance with such advice. Upon request of the Indenture Trustee, the Trust
shall furnish to the Indenture Trustee promptly a Trust Certificate listing and
identifying all Notes, if any, known by the Trust to be owned or held by or for
the account of any of the above-described Persons; and, subject to Sections 6.1
and 6.2, the Indenture Trustee shall be entitled to accept such Trust
Certificate as conclusive evidence of the facts therein set forth and of the
fact that all Notes not listed therein are Outstanding for the purpose of any
such determination.

     SECTION 8.6    RIGHT OF REVOCATION OF ACTION TAKEN; BINDING EFFECT OF
ACTIONS BY HOLDERS.

          (a)  At any time prior to (but not after) the evidencing to the
               Indenture Trustee, as provided in Section 8.1, of the taking of
               any action by the Holders of the percentage in aggregate
               principal amount of the Notes specified in the Indenture in
               connection with such action, any Holder of a Note represented by
               a Note Certificate the serial number of which is shown by the
               evidence to be included among the serial numbers of the Note
               Certificates representing Notes the Holders of which have
               consented to such action may, by filing written notice at the
               Corporate Trust Office and upon proof of holding as provided in
               this Article, revoke such action so far as concerns such Note.

          (b)  Any action taken by the Holders of the percentage in aggregate
               principal amount of the Notes specified in the Indenture in
               connection with such action shall be conclusively binding upon
               the Trust, the Indenture Trustee and the Holders of all the Notes
               affected by such action, of any Notes issued in exchange for any
               Notes affected by such action or any Notes represented by Note
               Certificates executed, authenticated and delivered in exchange
               for any Note Certificate representing any Notes affected by such
               action, in respective of whether or not any notation in regard of
               any such action is made on any applicable Note Certificate.

                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

     SECTION 9.1    SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

          (a)  The Trust and the Indenture Trustee may from time to time and at
               any time enter into an indenture or indentures supplemental to
               the Indenture (each, a "SUPPLEMENTAL INDENTURE") (which shall
               conform to the

                                       57


               provisions of the Trust Indenture Act) for one or more of the
               following purposes without the consent of any Holder:

               (i)     for the Trust to convey, transfer, assign, mortgage or
                       pledge to the Indenture Trustee as security for the Notes
                       any property or assets;

               (ii)    to add to the covenants of the Trust such further
                       covenants, restrictions, conditions or provisions as the
                       Trust and the Indenture Trustee shall consider to be for
                       the protection of each Holder of any Note, and to make
                       the occurrence, or the occurrence and continuance, of a
                       default in any such additional covenants, restrictions,
                       conditions or provisions an Event of Default permitting
                       the enforcement of all or any of the several remedies
                       provided in the Indenture as set forth in the Indenture;
                       PROVIDED, that in respect of any such additional
                       covenant, restriction, condition or provision such
                       Supplemental Indenture may provide for a particular
                       period of grace after default (which period may be
                       shorter or longer than that allowed in the case of other
                       defaults) or may provide for an immediate enforcement
                       upon such an Event of Default or may limit the remedies
                       available to the Indenture Trustee upon such an Event of
                       Default or may limit the right of the Holder
                       Representative to waive such an Event of Default;

               (iii)   to cure any ambiguity or to correct or supplement any
                       provision contained in the Indenture or in any
                       Supplemental Indenture or Note Certificate which may be
                       defective or inconsistent with any other provision
                       contained in the Indenture or in any Supplemental
                       Indenture or Note Certificate; or to make such other
                       provisions in regard to matters or questions arising
                       under the Indenture or under any Supplemental Indenture
                       or Note Certificate as the Trust may deem necessary or
                       desirable and which shall not adversely affect the
                       interests of the Holders of the Notes in any material
                       respect; or

               (iv)    to evidence and provide for the acceptance of appointment
                       under the Indenture by a successor trustee and to add to
                       or change any of the provisions of the Indenture as shall
                       be necessary to provide for or facilitate the
                       administration of the trusts under the Indenture by more
                       than one trustee.

          (b)  The Indenture Trustee is authorized to join with the Trust in the
               execution of any such Supplemental Indenture, and to make any
               further appropriate agreements and stipulations which may be
               therein contained, but the Indenture Trustee shall not be
               obligated to enter into any such Supplemental Indenture which
               affects the Indenture Trustee's own rights, duties or immunities
               under the Indenture or otherwise.

                                       58


          (c)  Any Supplemental Indenture authorized by the provisions of this
               Section may be executed without the consent of any Holder of any
               Note at the time Outstanding, notwithstanding any of the
               provisions of Section 9.2.

     SECTION 9.2    SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

          (a)  With the consent (evidenced as provided in Article 8) of the
               Holders of not less than 66?% in aggregate principal amount of
               the Notes at the time Outstanding, the Trust and the Indenture
               Trustee may, from time to time and at any time, enter into a
               Supplemental Indenture for the purpose of adding any provisions
               to or changing in any manner or eliminating any of the provisions
               of the Indenture or of any Supplemental Indenture or Note
               Certificate or of modifying in any manner the rights of the
               Holders of the Notes; PROVIDED, that no such Supplemental
               Indenture shall:

               (i)     change the final maturity of any Note, or reduce the
                       principal amount thereof, or reduce the rate or extend
                       the time of payment of interest or any other amount
                       payable thereon, or impair or affect the right of any
                       Holder to institute suit for the payment thereof without
                       the consent of the Holder of each Note so affected or
                       modify any redemption or repayment provisions applicable
                       to the Notes;

               (ii)    permit the creation of any Lien on the Collateral or any
                       part thereof (other than the Security Interest in favor
                       of the Indenture Trustee on behalf of the Holders) or
                       terminate the Security Interest as to any part of the
                       Collateral, except as permitted by the Indenture; or

               (iii)   modify any of the provisions of this Section 9.2 except
                       to increase the aforementioned percentage of Notes
                       required to approve any Supplemental Indenture.

          (b)  Upon the request of the Trust, and upon the filing with the
               Indenture Trustee of evidence of the consent of each Holder and
               other documents, if any, required by Section 8.1 the Indenture
               Trustee shall join with the Trust in the execution of such
               Supplemental Indenture unless such Supplemental Indenture affects
               the Indenture Trustee's own rights, duties or immunities under
               the Indenture or otherwise, in which case the Indenture Trustee
               may in its discretion, but shall not be obligated to, enter into
               such Supplemental Indenture.

          (c)  It shall not be necessary for the consent of the Holders under
               this Section to approve the particular form of any proposed
               Supplemental Indenture, but it shall be sufficient if such
               consent shall approve the substance thereof.

          (d)  Promptly after the execution by the Trust and the Indenture
               Trustee of any Supplemental Indenture pursuant to the provisions
               of this Section, the

                                       59


               Indenture Trustee shall notify the Holders of each Note, as
               provided in the Indenture, setting forth in general terms the
               substance of such Supplemental Indenture. Any failure of the
               Indenture Trustee to provide such notice, or any defect therein,
               shall not, however, in any way impair or affect the validity of
               any such Supplemental Indenture.

     SECTION 9.3    COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL
INDENTURE. Any Supplemental Indenture executed pursuant to the provisions of
this Article shall comply with the Trust Indenture Act. Upon the execution of
any Supplemental Indenture pursuant to the provisions of the Indenture, the
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under the Indenture of the Indenture Trustee, the Trust and each
Holder of Notes shall thereafter be determined, exercised and enforced under the
Indenture subject in all respects to such modifications and amendments, and all
the terms and conditions of any such Supplemental Indenture shall be and be
deemed to be part of the terms and conditions of the Indenture for any and all
purposes.

     SECTION 9.4    DOCUMENTS TO BE GIVEN TO INDENTURE TRUSTEE. The Indenture
Trustee, subject to the provisions of Sections 6.1 and 6.2, may receive a Trust
Certificate and an Opinion of Counsel as conclusive evidence that any such
Supplemental Indenture complies with the applicable provisions of the Indenture.

     SECTION 9.5    NOTATION ON NOTE CERTIFICATES IN RESPECT OF SUPPLEMENTAL
INDENTURES. Any Note Certificate authenticated and delivered after the execution
of any Supplemental Indenture pursuant to the provisions of this Article may
bear a notation in form approved by the Indenture Trustee as to any matter
provided for by such Supplemental Indenture or as to any action taken at any
such meeting. If the Trust or the Indenture Trustee shall so determine, a new
Note Certificate representing Notes so modified as to conform, in the opinion of
the Indenture Trustee and the Trust, to any modification of the Indenture
contained in any such Supplemental Indenture may be prepared by the Trust,
authenticated by the Indenture Trustee and delivered in exchange for each Note
Certificate representing Notes then Outstanding.

                                   ARTICLE 10
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     SECTION 10.1   TRUST MAY MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY UNDER
CERTAIN CIRCUMSTANCES. The Trust may not consolidate with, or merge into, any
Person (whether or not affiliated with the Trust), or sell, lease or convey the
property of the Trust as an entirety or substantially as an entirety, unless:

          (a)  the entity formed by such consolidation or into which the Trust
               is merged or the Person which acquires by conveyance or transfer
               the properties and assets of the Trust substantially as an
               entirety shall be a statutory trust formed under the laws of the
               State of Delaware or a corporation or other entity organized and
               existing under the laws of the United States of America or any
               State or the District of Columbia, and shall expressly assume, by
               a Supplemental Indenture, executed and delivered to the

                                       60


               Indenture Trustee, in form satisfactory to the Indenture Trustee,
               the due and punctual payment of the principal of, any premium and
               interest on, and any Additional Amounts with respect to, the
               Notes and the performance of every covenant of the Indenture on
               the part of the Trust to be performed or observed;

          (b)  immediately after giving effect to such transaction, no Event of
               Default, and no event which, after notice or lapse of time, or
               both, would become an Event of Default, shall have happened and
               be continuing;

          (c)  the Trust has received written confirmation from any rating
               agency then rating any Notes at the request of the Trust that
               such consolidation, merger, conveyance or transfer shall not
               cause the rating on the then Outstanding Notes to be downgraded
               or withdrawn; and

          (d)  the Trust has delivered to the Indenture Trustee a Trust
               Certificate and an Opinion of Counsel each stating that such
               consolidation, merger, conveyance or transfer and such
               Supplemental Indenture comply with this Article and that all
               conditions precedent provided for in the Indenture relating to
               such transaction have been complied with.

                                   ARTICLE 11
            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED FUNDS

     SECTION 11.1   SATISFACTION AND DISCHARGE OF INDENTURE. If at any time (a)
the Trust shall have paid or caused to be paid all outstanding principal of, any
premium and interest on, and any Additional Amounts and other amounts payable
with respect to, all the Notes Outstanding under the Indenture, as and when the
same shall have become due and payable, or (b) the Trust shall have delivered to
the Indenture Trustee for cancellation all Note Certificates representing Notes
theretofore authenticated (other than any Note Certificate which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 2.7) or (c) the Trust shall have irrevocably deposited or caused to
be deposited with the Indenture Trustee as trust funds the entire amount in cash
(other than funds repaid by the Indenture Trustee or any Paying Agent to the
Trust in accordance with Section 11.4) sufficient to pay at maturity all amounts
payable at maturity on the Notes represented by each Note Certificate not
theretofore delivered to the Indenture Trustee for cancellation, including any
outstanding principal, interest, premium, Additional Amounts and other amounts
due or to become due to such date of maturity as the case may be, and if, in any
such case, the Trust shall also pay or cause to be paid all other sums payable
under the Indenture by the Trust, then the Indenture shall cease to be of
further effect (except as to (i) rights of registration of transfer and
exchange, (ii) substitution of apparently mutilated, defaced, destroyed, lost or
stolen Note Certificates, (iii) rights of Holders to receive payments of
principal of, any premium and interest on, and any Additional Amounts and other
amounts payable with respect to, the Notes, (iv) the rights, obligations and
immunities of the Indenture Trustee under the Indenture and (v) the rights of
each Holder as beneficiary of the Indenture with respect to the property so
deposited with the Indenture Trustee payable to all or any of them), and the
Indenture Trustee, on demand of the Trust accompanied by a Trust Certificate and
an Opinion of Counsel and at the cost and expense of the Trust, shall execute

                                       61


proper instruments acknowledging such satisfaction of and discharging the
Indenture. The Trust agrees to reimburse the Indenture Trustee for any costs or
expenses thereafter reasonably and properly incurred and to compensate the
Indenture Trustee for any services thereafter reasonably and properly rendered
by the Indenture Trustee in connection with the Indenture or the Notes.

     SECTION 11.2   APPLICATION BY INDENTURE TRUSTEE OF FUNDS DEPOSITED FOR
PAYMENT OF NOTES. Subject to Section 11.4, all funds deposited with the
Indenture Trustee pursuant to Section 11.1 shall be held in trust in accordance
with Section 6.5 and applied by it to the payment, either directly or through
any Paying Agent (including the Trust acting as its own paying agent), to each
Holder of any Note for the payment or redemption of which such funds have been
deposited with the Indenture Trustee, of all sums due and to become due thereon
for any principal, interest, premium, Additional Amounts or other amounts.

     SECTION 11.3   REPAYMENT OF FUNDS HELD BY PAYING AGENT. In connection with
the satisfaction and discharge of the Indenture, all funds then held by any
Paying Agent under the provisions of the Indenture shall, upon demand of the
Trust, be repaid to the Trust or paid to the Indenture Trustee and thereupon
such Paying Agent shall be released from all further liability with respect to
such funds.

     SECTION 11.4   RETURN OF FUNDS HELD BY INDENTURE TRUSTEE AND PAYING AGENT.
Any funds deposited with or paid to the Indenture Trustee or any Paying Agent
for the payment of the principal of, any interest or premium on, or any
Additional Amounts or any other amounts with respect to, any Note and not
applied but remaining unclaimed for three years after the date upon which such
principal, interest, premium, Additional Amounts or any other amount shall have
become due and payable, shall, upon the written request of the Trust and unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property law, be repaid to the Trust by the Indenture Trustee or such
Paying Agent, and the Holder of such Note shall, unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
laws, thereafter look only to the Trust for any payment which such Holder may be
entitled to collect, and all liability of the Indenture Trustee or any Paying
Agent with respect to such funds shall thereupon cease.

                                   ARTICLE 12
                          MEETINGS OF HOLDERS OF NOTES

     SECTION 12.1   PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting of
Holders of Notes may be called at any time and from time to time pursuant to
this Article to make, give or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided by the Indenture to
be made, given or taken by Holders of Notes.

     SECTION 12.2   CALL, NOTICE AND PLACE OF MEETINGS.

          (a)  Unless otherwise provided in a Note Certificate, the Indenture
               Trustee may at any time call a meeting of Holders of Notes for
               any purpose specified in Section 12.1, to be held at such time
               and at such place in the City of New York or the city in which
               the Corporate Trust Office is located. Notice of every meeting of
               Holders of Notes, setting forth the

                                       62


               time and the place of such meeting and in general terms the
               action proposed to be taken at such meeting, shall be given in
               the manner provided in Section 13.4, not less than 21 nor more
               than 180 days prior to the date fixed for the meeting.

          (b)  In case at any time the Trust or the Holder or Holders of at
               least 10% in principal amount of the Notes shall have requested
               the Indenture Trustee to call a meeting of the Holders of Notes
               for any purpose specified in Section 12.1, by written request
               setting forth in reasonable detail the action proposed to be
               taken at the meeting, and the Indenture Trustee shall not have
               made the first publication or mailing of the notice of such
               meeting within 21 days after receipt of such request or shall not
               thereafter proceed to cause the meeting to be held as provided in
               the Indenture, then the Trust or the Holder or Holders of Notes
               in the amount above specified, as the case may be, may determine
               the time and the place in the City of New York or the city in
               which the Corporate Trust Office is located for such meeting and
               may call such meeting for such purposes by giving notice thereof
               as provided in Section 12.2.

     SECTION 12.3   PERSONS ENTITLED TO VOTE AT MEETINGS. To be entitled to vote
at any meeting of Holders of Notes, a Person shall be (a) a Holder of one or
more Notes then Outstanding, or (b) a Person appointed by an instrument in
writing as proxy for a Holder or Holders of one or more Notes then Outstanding
by such Holder or Holders. The only Persons who shall be entitled to be present
or to speak at any meeting of Holders of Notes shall be the Persons entitled to
vote at such meeting and their counsel, any representatives of the Indenture
Trustee and its counsel and any representatives of the Trust and its counsel.

     SECTION 12.4   QUORUM; ACTION.

          (a)  The Persons entitled to vote a majority in principal amount of
               the Notes then Outstanding shall constitute a quorum for a
               meeting of Holders of Notes; PROVIDED, HOWEVER, that if any
               action is to be taken at such meeting with respect to a consent
               or waiver which the Indenture expressly provides may be given by
               the Holders of not less than 66?% in principal amount of the
               Outstanding Notes, then Persons entitled to vote 66?% in
               principal amount of the Outstanding Notes shall constitute a
               quorum. In the absence of a quorum within 30 minutes after the
               time appointed for any such meeting, the meeting shall, if
               convened at the request of Holders of Notes, be dissolved. In any
               other case the meeting may be adjourned for a period of not less
               than 10 days as determined by the chairman of the meeting prior
               to the adjournment of such meeting. In the absence of a quorum at
               any such adjourned meeting, such adjourned meeting may be further
               adjourned for a period of not less than 10 days as determined by
               the chairman of the meeting prior to the adjournment of such
               adjourned meeting. Notice of the reconvening of any adjourned
               meeting shall be given as provided in Section 12.2, except that
               such notice need be given only once not less than five days prior
               to the date on which the meeting is

                                       63


               scheduled to be reconvened. Notice of the reconvening of an
               adjourned meeting shall state expressly the percentage, as
               provided above, of the principal amount of the Outstanding Notes
               which shall constitute a quorum.

          (b)  Except as limited by the proviso to Section 9.2(a), any
               resolution presented to a meeting or adjourned meeting duly
               reconvened at which a quorum is present as aforesaid may be
               adopted only by the affirmative vote of the Holders of a majority
               in principal amount of the Outstanding Notes; PROVIDED, HOWEVER,
               that, except as limited by the proviso to Section 9.2(a), any
               resolution with respect to any consent or waiver which the
               Indenture expressly provides may be given by the Holders of not
               less than 66?% in principal amount of the Outstanding Notes may
               be adopted at a meeting or an adjourned meeting duly convened and
               at which a quorum is present as aforesaid only by the affirmative
               vote of the Holders of 66?% in principal amount of the
               Outstanding Notes; and PROVIDED, FURTHER, that, except as limited
               by the proviso to Section 9.2(a), any resolution with respect to
               any request, demand, authorization, direction, notice, consent,
               waiver or other action which the Indenture expressly provides may
               be made, given or taken by the Holders of a specified percentage,
               which is less than a majority, in principal amount of the
               Outstanding Notes may be adopted at a meeting or an adjourned
               meeting duly reconvened and at which a quorum is present as
               aforesaid by the affirmative vote of the Holders of such
               specified percentage in principal amount of the Outstanding
               Notes.

          (c)  Any resolution passed or decision taken at any meeting of Holders
               of Notes duly held in accordance with this Section shall be
               binding on all the Holders of Notes, whether or not such Holders
               were present or represented at the meeting.

     SECTION 12.5   DETERMINATION OF VOTING RIGHTS; CONDUCT OF ADJOURNMENT OF
MEETINGS.

          (a)  Notwithstanding any other provisions of the Indenture, the
               Indenture Trustee may make such reasonable regulations as it may
               deem advisable for any meeting of Holders of Notes in regard to
               proof of the holding of Notes and of the appointment of proxies
               and in regard to the appointment and duties of inspectors of
               votes, the submission and examination of proxies, certificates
               and other evidence of the right to vote, and such other matters
               concerning the conduct of the meeting as it shall deem
               appropriate. Except as otherwise permitted or required by any
               such regulations, the holding of Notes shall be proved in the
               manner specified in Section 8.4 and the appointment of any proxy
               shall be proved in the manner specified in Section 8.2. Such
               regulations may provide that written instruments appointing
               proxies, regular on their face, may be presumed valid and genuine
               without the proof specified in Section 8.2 or other proof.

                                       64


          (b)  The Indenture Trustee shall, by an instrument in writing, appoint
               a temporary chairman of the meeting, unless the meeting shall
               have been called by the Trust or by Holders of Notes as provided
               in Section 12.2(b), in which case the Trust or the Holders of
               Notes calling the meeting, as the case may be, shall in like
               manner appoint a temporary chairman. A permanent chairman and a
               permanent secretary of the meeting shall be elected by vote of
               the Persons entitled to vote a majority in principal amount of
               the Outstanding Notes represented at the meeting.

          (c)  At any meeting, each Holder of a Note or proxy shall be entitled
               to one vote for each $1,000 of principal amount of Notes held or
               represented by such Holder or proxy; PROVIDED, HOWEVER, that no
               vote shall be cast or counted at any meeting in respect of any
               Note challenged as not Outstanding and ruled by the chairman of
               the meeting to be not Outstanding. The chairman of the meeting
               shall have no right to vote, except as a Holder of a Note or
               proxy.

          (d)  Any meeting of Holders of Notes duly called pursuant to Section
               12.2 at which a quorum is present may be adjourned from time to
               time by Persons entitled to vote a majority in principal amount
               of the Outstanding Notes represented at the meeting; and the
               meeting may be held as so adjourned without further notice.

     SECTION 12.6   COUNTING VOTES AND RECORDING ACTION OF MEETINGS. The vote
upon any resolution submitted to any meeting of Holders of Notes shall be (a) by
written ballots on which shall be subscribed the signatures of the Holders of
Notes or of their representatives by proxy and the principal amounts and serial
numbers of the Outstanding Notes held or represented by them or (b) by such
other procedures adopted by the Indenture Trustee in its discretion. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Notes shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 12.2 and, if applicable, Section 12.4.
Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to
the Trust, and another to the Indenture Trustee to be preserved by the Indenture
Trustee, the latter to have attached thereto the ballots voted at the meeting.
Any record so signed and verified shall be conclusive evidence of the matters
therein stated.

                                   ARTICLE 13
                            MISCELLANEOUS PROVISIONS

     SECTION 13.1   NO RECOURSE. Notwithstanding anything to the contrary
contained in the Indenture, or any relevant Note Certificate or Supplemental
Indenture, none of the Funding

                                       65


Agreement Provider, its officers, directors, affiliates, employees or agents, or
any of the Delaware Trustee, the Indenture Trustee or the Trust Beneficial
Owner, or any of their officers, directors, affiliates, employees or agents (the
"NONRECOURSE PARTIES") will be personally liable for the payment of any
principal, interest or any other sums at any time owing under the terms of the
Notes. If any Event of Default shall occur with respect to the Notes, the right
of the Holders of the Notes and the Indenture Trustee on behalf of such Holders
in connection with a claim on the Notes shall be limited solely to a proceeding
against the Collateral. Neither the Holders nor the Indenture Trustee on behalf
of the Holders will have the right to proceed against the Nonrecourse Parties to
enforce the Notes (except that to the extent they exercise their rights, if any,
to seize the relevant Funding Agreement, they may enforce the relevant Funding
Agreement against the Funding Agreement Provider) or for any deficiency judgment
remaining after foreclosure of any property included in the relevant Collateral.

     It is expressly understood and agreed that nothing contained in this
Section shall in any manner or way constitute or be deemed a release of the debt
or other obligations evidenced by the Notes or otherwise affect or impair the
enforceability against the Trust of the liens, assignments, rights and the
Security Interest created by or pursuant to the Indenture, the relevant
Collateral or any other instrument or agreement evidencing, securing or relating
to the indebtedness or the obligations evidenced by the Notes. Nothing in this
Section shall preclude the Holders from foreclosing upon any property included
in the Collateral or any other rights or remedies in law or in equity against
the Trust.

     SECTION 13.2   PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND
HOLDERS. Nothing in the Indenture or in the Notes, expressed or implied, shall
give or be construed to give to any Person, other than the parties to the
Indenture and their successors and the Holders of the Notes, any legal or
equitable right, remedy or claim under the Indenture or under any covenant or
provision contained in the Indenture, all such covenants and provisions being
for the sole benefit of the parties to the Indenture and their successors and of
the Holders of the Notes.

     SECTION 13.3   SUCCESSORS AND ASSIGNS OF TRUST BOUND BY INDENTURE. All the
covenants, stipulations, promises and agreements in the Indenture contained by
or in behalf of the Trust shall bind its successors and assigns, whether so
expressed or not.

     SECTION 13.4   NOTICES AND DEMANDS ON TRUST, INDENTURE TRUSTEE AND ANY
HOLDER.

          (a)  Except as otherwise provided by this Section, any notice or
               demand which by any provision of the Indenture is required or
               permitted to be given or served by the Indenture Trustee or by
               any Holder of any Note to or on the Trust may be given or served
               by being deposited postage prepaid, first-class mail (except as
               otherwise specifically provided in the Indenture) addressed
               (until another address of the Trust is filed by the Trust with
               the Indenture Trustee) to the Delaware Trustee. Any notice,
               direction, request or demand by the Trust or any Holder to or
               upon the Indenture Trustee shall be deemed to have been
               sufficiently given or made, for all purposes, if given or made at
               the Corporate Trust Office.

                                       66


          (b)  Where the Indenture provides for notice to any Holder, such
               notice shall be sufficiently given (unless otherwise expressly
               provided in the Indenture) if in writing and mailed, first-class
               postage prepaid, to each Holder entitled thereto, at such
               Holder's last address as it appears in the Note Register. In any
               case where notice to any Holder is given by mail, neither the
               failure to mail such notice, nor any defect in any notice so
               mailed, to any particular Holder shall affect the sufficiency of
               such notice with respect to any other Holder.

          (c)  Where the Indenture provides for notice in any manner, such
               notice may be waived in writing by the Person entitled to receive
               such notice, either before or after the event, and such waiver
               shall be the equivalent of such notice. Waivers of notice by any
               Holder shall be filed with the Indenture Trustee, but such filing
               shall not be a condition precedent to the validity of any action
               taken in reliance upon such waiver.

          (d)  If, by reason of the suspension of or irregularities in regular
               mail service, it shall be impracticable to mail notice to the
               Trust and each Holder when such notice is required to be given
               pursuant to any provision of the Indenture, then any manner of
               giving such notice as shall be satisfactory to the Indenture
               Trustee shall be deemed to be a sufficient giving of such notice.

          (e)  The Trust shall deliver promptly to each rating agency then
               rating the Notes copies of each of the following:

               (i)     any repurchase of Notes pursuant to Section 3.3;

               (ii)    any notice of any default or Event of Default;

               (iii)   any notice of redemption provided by the Trust pursuant
                       to Section 3.1(d);

               (iv)    any notice of change in name, identity, organizational
                       structure, chief executive office, or chief place of
                       business of the Trust provided by the Trust pursuant to
                       Section 14.4(a);

               (v)     any Supplemental Indenture;

               (vi)    any resignation, removal or appointment under this
                       Indenture;

               (vii)   any amendment to any Funding Agreement; and

               (viii)  any other information reasonably requested by such rating
                       agency.

                                       67


          Any such notice shall be addressed to:

          Standard & Poor's Ratings Services,
          a division of The McGraw-Hill Companies, Inc.
          55 Water Street
          New York, NY 10041
          Attention: Capital Markets
          Facsimile: (212) 438-5215

          Moody's Investors Service Inc.
          99 Church Street
          New York, NY 10007
          Attention: Life Insurance Group
          Facsimile: (212) 553-4805

          or such other address previously furnished in writing to the Trust by
          the applicable rating agency.

     SECTION 13.5   TRUST CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO BE
CONTAINED THEREIN.

          (a)  Except as otherwise expressly provided in the Indenture, upon any
               application or demand by the Trust to the Indenture Trustee to
               take any action under any of the provisions of the Indenture, the
               Trust shall furnish to the Indenture Trustee a Trust Certificate
               stating that all conditions precedent, if any, provided for in
               the Indenture relating to the proposed action have been complied
               with and an Opinion of Counsel stating that in the opinion of the
               applicable counsel all such conditions precedent, if any, have
               been complied with, except that in the case of any such
               application or demand as to which the furnishing of such
               documents is specifically required by any provision of the
               Indenture relating to such particular application or demand, no
               additional certificate or opinion need be furnished.

          (b)  Each certificate or opinion provided for in the Indenture and
               delivered to the Indenture Trustee with respect to compliance
               with a condition or covenant provided for in the Indenture shall
               include:

               (i)     a statement that the Person making such certificate or
                       opinion has read such covenant or condition;

               (ii)    a brief statement as to the nature and scope of the
                       examination or investigation upon which the statements or
                       opinions contained in such certificate or opinion are
                       based;

               (iii)   a statement that, in the opinion of such Person, he has
                       made such examination or investigation or has received
                       such certificates, opinions, representations or
                       statements of counsel or accountants

                                       68


                       pursuant to paragraphs (c) or (d) of this Section, as are
                       necessary to enable him to express an informed opinion as
                       to whether or not such covenant or condition has been
                       complied with; and

               (iv)    a statement as to whether or not, in the opinion of such
                       Person, such condition or covenant has been complied
                       with.

          (c)  Any certificate, statement or opinion of the Trust may be based
               upon a certificate or opinion of or representations by counsel,
               unless the Trust knows that the certificate or opinion or
               representations with respect to the matters upon which his
               certificate, statement or opinion may be based as aforesaid are
               erroneous, or in the exercise of reasonable care should know that
               the same are erroneous. Any certificate, statement or opinion of
               counsel may be based, insofar as it relates to factual matters
               information with respect to which is in the possession of the
               Trust, upon the certificate, statement or opinion of or
               representations by the Trust, unless such counsel knows that the
               certificate, statement or opinion or representations with respect
               to the matters upon which the certificate, statement or opinion
               may be based as aforesaid are erroneous, or in the exercise of
               reasonable care should know that the same are erroneous.

          (d)  Any certificate, statement or opinion of the Trust or of counsel
               may be based, insofar as it relates to accounting matters, upon a
               certificate or opinion of or representations by an accountant or
               firm of accountants in the employ of the Trust, unless such
               officer or counsel, as the case may be, knows that the
               certificate or opinion or representations with respect to the
               accounting matters upon which the certificate, statement or
               opinion may be based as aforesaid are erroneous, or in the
               exercise of reasonable care should know that the same are
               erroneous.

          (e)  Any certificate or opinion of any independent firm of public
               accountants filed with the Indenture Trustee shall contain a
               statement that such firm is independent.

     SECTION 13.6   GOVERNING LAW. Pursuant to Section 5-1401 of the General
Obligations Law of the State of New York, the Indenture and the Notes shall
(unless specified otherwise in the Note Certificate) be governed by, and
construed in accordance with, the laws of the State of New York, except as
required by mandatory provisions of law and except to the extent that the
validity or perfection of the Trust's ownership of and security interest in the
Funding Agreement(s) or remedies under the Indenture in respect thereof may be
governed by the laws of a jurisdiction other than the State of New York. All
judicial proceedings brought against the Trust or the Indenture Trustee arising
out of or relating to the Indenture, any Note or any portion of the Collateral
or other assets of the Trust may be brought in any state or Federal court in the
State of New York, provided that a Note Certificate may specify other
jurisdictions as to which the Trust may consent to the nonexclusive jurisdiction
of its courts with respect to the Notes.

                                       69


     SECTION 13.7   COUNTERPARTS. The Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

     SECTION 13.8   TRUST INDENTURE ACT TO CONTROL. If and to the extent that
any provision of the Indenture limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act imposed on the Indenture
by Section 318(c) of the Trust Indenture Act (each, an "INCORPORATED
PROVISION"), such incorporated provision shall control.

     SECTION 13.9   JUDGMENT CURRENCY. The Trust agrees, to the fullest extent
that it may effectively do so under applicable law, that:

          (a)  if for the purposes of obtaining judgment in any court it is
               necessary to convert the sum due in respect of the Notes in the
               Specified Currency into a currency in which a judgment will be
               rendered (the "JUDGMENT CURRENCY"), the rate of exchange used
               (the "REQUIRED RATE OF EXCHANGE") shall be the rate at which in
               accordance with normal banking procedures the Indenture Trustee
               could purchase in The City of New York the Specified Currency
               with the Judgment Currency on the date on which final
               unappealable judgment is entered, unless such day is not a New
               York Banking Day, then, to the extent permitted by applicable
               law, the rate of exchange used shall be the rate at which in
               accordance with normal banking procedures the Indenture Trustee
               could purchase in The City of New York the Specified Currency
               with the Judgment Currency on the New York Banking Day preceding
               the day on which final unappealable judgment is entered;

          (b)  its obligations under the Indenture to make payments in the
               Specified Currency (i) shall not be discharged or satisfied by
               any tender, or any recovery pursuant to any judgment (whether or
               not entered in accordance with subsection (a)), in any currency
               other than the Specified Currency, except to the extent that such
               tender or recovery shall result in the actual receipt, by the
               payee, of the full amount of the Specified Currency expressed to
               be payable in respect of such payments, (ii) shall be enforceable
               as an alternative or additional cause of action for the purpose
               of recovering in the Specified Currency the amount, if any, by
               which such actual receipt shall fall short of the full amount of
               the Specified Currency so expressed to be payable and (iii) shall
               not be affected by judgment being obtained for any other sum due
               under the Indenture; and

          (c)  it shall indemnify the Holder or Holders of any Note against any
               loss incurred as a result of any variation between:

               (i)     the rate of exchange at which the Specified Currency
                       amount is actually converted into the Judgment Currency
                       for the purpose of that judgment or order; and

                                       70


               (ii)    the Required Rate of Exchange.

For purposes of this Section, "NEW YORK BANKING DAY" means any day except a
Saturday, Sunday or a legal holiday in The City of New York or a day on which
banking institutions in The City of New York are authorized or required by law
or executive order to close.

                                   ARTICLE 14
                                SECURITY INTEREST

     SECTION 14.1   SECURITY INTEREST.

          (a)  To secure the full and punctual payment of the Obligations in
               accordance with the terms of the Indenture and to secure the
               performance of the Trust's obligations under the Notes and the
               Indenture, the Trust pledges and collaterally assigns to and with
               the Indenture Trustee for the benefit of each Holder of each Note
               and any other Person for whose benefit the Indenture Trustee is
               or will be holding the Collateral (the "SECURED PARTIES"), and
               grants to the Indenture Trustee for the benefit of each Secured
               Party, a security interest in the Collateral specified in the
               Pricing Supplement as securing the Obligations with respect to
               the Notes, and all of the rights and privileges of the Trust in
               and to the Collateral (the "SECURITY INTEREST"), effective as of
               the Original Issue Date of the Notes.

          (b)  It is expressly agreed that anything therein contained to the
               contrary notwithstanding, the Trust shall remain liable under
               each Funding Agreement to perform all the obligations assumed by
               it thereunder, all in accordance with and pursuant to the terms
               and provisions thereof, and the Indenture Trustee shall not have
               any obligations or liabilities by reason of or arising out of the
               Indenture, nor shall the Indenture Trustee be required or
               obligated in any manner to perform or fulfill any obligations of
               the Trust under or pursuant to such Funding Agreement or to make
               any payment, to make any inquiry as to the nature or sufficiency
               of any payment received by it, or, prior to the occurrence and
               continuance of an Event of Default, to present or file any claim,
               or to take any action to collect or enforce the payment of any
               amounts that may have been assigned to it or to which it may be
               entitled at any time or times.

          (c)  The Indenture Trustee acknowledges the grant of the Security
               Interest upon the issuance of the Notes, accepts the trusts under
               the Indenture in accordance with the provisions of the Indenture
               and agrees to perform its duties in the Indenture to the end that
               the interests of each Secured Party may be adequately and
               effectively protected.

     SECTION 14.2   REPRESENTATIONS AND WARRANTIES. The Trust represents and
warrants (which representations and warranties shall be deemed to have been
repeated as of the date of any Note Certificate) as follows:

                                       71


          (a)  The Trust owns each Funding Agreement that secures the
               Obligations and all of the rest of the Collateral, free and clear
               of any Liens other than the Security Interest in the Collateral.

          (b)  The Trust has not performed any acts which might prevent the
               Indenture Trustee from enforcing any of the terms of the
               Indenture or which would limit the Indenture Trustee in any such
               enforcement. Other than financing statements or other similar or
               equivalent documents or instruments with respect to the Security
               Interest, no financing statement, mortgage, security agreement or
               similar or equivalent document or instrument covering all or any
               part of the Collateral is on file or of record in any
               jurisdiction in which such filing or recording would be effective
               to perfect a Lien on such Collateral. No Collateral is in the
               possession of any Person (other than the Trust or its agent)
               asserting any claim thereto or security interest therein, except
               that the Indenture Trustee or its designee may have possession of
               Collateral as contemplated by the Indenture.

          (c)  Each Security Interest constitutes a valid security interest
               securing the Obligations. When (i) the financing statements shall
               have been filed in the appropriate offices in Illinois, Delaware
               and New York, (ii) the Indenture Trustee or its agent shall have
               taken possession of each applicable Funding Agreement, (iii) the
               Trust shall have pledged and collaterally assigned each
               applicable Funding Agreement to the Indenture Trustee and given
               written notice to the Funding Agreement Provider of each such
               assignment to the Indenture Trustee and (iv) the Funding
               Agreement Provider shall have given its express written consent
               to such pledge and collateral assignment and affirmed in writing
               that the Funding Agreement Provider has changed its books and
               records to reflect such pledge and collateral assignment to the
               Indenture Trustee, such Security Interest shall constitute a
               first priority perfected security interest in the Collateral,
               enforceable against the Trust, the Trust's creditors and any
               purchaser from the Trust.

     SECTION 14.3   ADDITIONAL REPRESENTATIONS AND WARRANTIES. The Trust
represents and warrants that:

          (a)  to the extent the creation of a security interest in any Funding
               Agreement is governed by the applicable UCC, the Indenture
               creates a valid security interest (as defined in the applicable
               UCC) in each Funding Agreement in favor of the Indenture Trustee
               for the benefit and security of the Secured Parties, which
               security interest is prior to all other Liens;

          (b)  to the extent the UCC applies, each Funding Agreement consists of
               "general intangibles," "payment intangibles" and/or "instruments"
               within the meaning of the applicable UCC;

          (c)  subject to the grant of security interest, pledge and collateral
               assignment of the Trust's estate, right, title and interest in
               each Funding Agreement, the

                                       72


               Trust is a party to and is the Person entitled to payment under
               each Funding Agreement on the date of the Indenture free and
               clear of any Lien, claim or encumbrance of any Person, other then
               the Lien created under the Indenture or any Lien otherwise
               permitted under the Indenture;

          (d)  to the extent the UCC applies, the Trust has caused or will have
               caused, within ten days after the date of the Indenture, the
               filing of all appropriate financing statements in the proper
               filing office in the appropriate jurisdictions under applicable
               law in order to perfect the security interest in each Funding
               Agreement granted to the Indenture Trustee for the benefit and
               security of the Secured Parties under the Indenture;

          (e)  all original executed copies of each instrument that constitutes
               or evidences each Funding Agreement have been delivered to the
               Indenture Trustee or a custodian for the Indenture Trustee (the
               "CUSTODIAN");

          (f)  where all original executed copies of each instrument that
               constitutes or evidences each Funding Agreement have been
               delivered to the Custodian, the Trust has received a written
               acknowledgment from the Custodian that the Custodian is holding
               the instruments that constitute or evidence each Funding
               Agreement solely on behalf of the Indenture Trustee;

          (g)  other than the security interest granted to the Indenture Trustee
               for the benefit and security of the Secured Parties pursuant to
               the Indenture, the Trust has not pledged, assigned, sold, granted
               a security interest in, or otherwise conveyed any of the Funding
               Agreements;

          (h)  the Trust has not authorized the filing of and is not aware of
               any financing statements against the Trust that include a
               description of collateral covering the Funding Agreement other
               than any financing statement relating to the security interest
               granted to the Indenture Trustee for the benefit and security of
               the Secured Parties under the Indenture or that has been
               terminated;

          (i)  the Trust is not aware of any judgment or tax lien filings
               against the Trust; and

          (j)  none of the instruments that constitute or evidence the Funding
               Agreements has any marks or notations indicating that they have
               been pledged, assigned or otherwise conveyed to any Person other
               than the Indenture Trustee for the benefit and security of the
               Secured Parties.

     The foregoing representations and warranties shall survive the execution
and delivery of the Notes. No party to the Indenture shall waive any of the
foregoing representations and warranties. The Trust shall maintain the
perfection and priority of the security interest in each Funding Agreement.

                                       73


     SECTION 14.4   FURTHER ASSURANCES; COVENANTS.

          (a)  The Trust will not change its name, identity or organizational
               structure in any manner unless it shall have given the Indenture
               Trustee at least 30 days' prior notice thereof. The Trust will
               not change the location of its chief executive office or chief
               place of business unless it shall have given the Indenture
               Trustee at least 30 days' prior notice thereof.

          (b)  The Trust will, from time to time and upon advice of counsel, at
               the Trust's expense, execute, deliver, file and record any
               statement, assignment, instrument, document, agreement or other
               paper and take any other action, (including, without limitation,
               any filings of financing or continuation statements) that from
               time to time may be necessary or desirable, or that the Indenture
               Trustee may reasonably request, in order to create, preserve,
               perfect, confirm or validate a Security Interest or to enable the
               Holders of Notes to obtain the full benefits of the Indenture, or
               to enable the Indenture Trustee to exercise and enforce any of
               its rights, powers and remedies under the Indenture with respect
               to any Collateral. To the extent permitted by applicable law, the
               Trust authorizes the Indenture Trustee to execute and file
               financing statements or continuation statements without the
               Trust's signature appearing thereon. The Trust agrees that a
               carbon, photographic, photostatic or other reproduction of the
               Indenture or of a financing statement is sufficient as a
               financing statement. The Trust shall pay the costs of, or
               incidental to, any recording or filing of any financing or
               continuation statements concerning any Collateral.

          (c)  If any Collateral is at any time in the possession or control of
               any warehouseman, bailee or any of the Trust's agents or
               processors, the Trust shall notify such warehouseman, bailee,
               agent or processor of the Security Interest created by the
               Indenture and to hold all such Collateral for the Indenture
               Trustee's account subject to the Indenture Trustee's
               instructions.

          (d)  The Trust will, promptly upon request, provide to the Indenture
               Trustee all information and evidence it may reasonably request
               concerning the Collateral to enable the Indenture Trustee to
               enforce the provisions of the Indenture.

          (e)  Not more than six months nor less than 30 days prior to each date
               on which the Trust proposes to take any action contemplated by
               Section 14.4(a), the Trust shall, at its cost and expense, cause
               to be delivered to the Indenture Trustee an Opinion of Counsel,
               satisfactory to the Indenture Trustee, to the effect that all
               financing statements and amendments or supplements thereto,
               continuation statements and other documents required to be
               recorded or filed in order to perfect and protect the Security
               Interest for a period, specified in such Opinion of Counsel,
               continuing until a date not earlier than 18 months from the date
               of such Opinion of Counsel, against all creditors of and
               purchasers from the Trust have been

                                       74


               filed in each filing office necessary for such purpose and that
               all filing fees and taxes, if any, payable in connection with
               such filings have been paid in full.

          (f)  From time to time upon request by the Indenture Trustee, the
               Trust shall, at its cost and expense, cause to be delivered to
               the Indenture Trustee an Opinion of Counsel satisfactory to the
               Indenture Trustee as to such matters relating to the Security
               Interest as the Indenture Trustee or the Holder Representative
               may reasonably request.

     SECTION 14.5   GENERAL AUTHORITY. The Trust irrevocably appoints the
Indenture Trustee its true and lawful attorney, with full power of substitution,
in the name of the Trust, the Indenture Trustee, the Holders of Notes or
otherwise, for the sole use and benefit of the Secured Parties, but at the
Trust's expense, to the extent permitted by law to exercise, at any time and
from time to time while an Event of Default has occurred and is continuing, all
or any of the following powers with respect to all or any of the Collateral:

          (a)  to demand, sue for, collect, receive and give acquittance for any
               and all monies due or to become due thereon or by virtue thereof,

          (b)  to settle, compromise, compound, prosecute or defend any action
               or proceeding with respect thereto,

          (c)  to sell, transfer, assign or otherwise deal in or with the same
               or the proceeds or avails thereof, as fully and effectually as if
               the Indenture Trustee were the absolute owner thereof, and

          (d)  to extend the time of payment of any or all thereof and to make
               any allowance and other adjustments with reference thereto;

PROVIDED that the Indenture Trustee shall give the Trust not less than 10 days'
prior notice of the time and place of any sale or other intended disposition of
any of the Collateral, except any part of the Collateral which threatens to
decline speedily in value or is of a type customarily sold on a recognized
market.

     SECTION 14.6   REMEDIES UPON EVENT OF DEFAULT. If any Event of Default has
occurred and is continuing, the Indenture Trustee may exercise on behalf of the
Holders of the Notes all rights of a secured party under applicable law and, in
addition, the Indenture Trustee may, without being required to give any notice,
except as provided in the Indenture or as may be required by mandatory
provisions of law, (i) apply all cash, if any, then held by it as all or part of
the Collateral as specified in Section 5.3 and (ii) if there shall be no such
cash or if such cash shall be insufficient to pay all the Obligations in full,
sell the Collateral (including each applicable Funding Agreement) or any part
thereof at public or private sale, for cash, upon credit or for future delivery,
and at such price or prices as the Indenture Trustee may deem satisfactory. Any
Holder may be the purchaser of any or all of the Collateral so sold at any
public sale (or, if the Collateral is of a type customarily sold in a recognized
market or is of a type which is the subject of widely distributed standard price
quotations, at any private sale). The Trust will execute and deliver such
documents and take such other action as the Indenture Trustee deems

                                       75


necessary or advisable in order that any such sale may be made in compliance
with law. Upon any such sale the Indenture Trustee shall have the right to
deliver, assign and transfer to the purchaser thereof the Collateral so sold.
Each purchaser at any such sale shall hold the Collateral so sold to it
absolutely and free from any claim or right of whatsoever kind, including any
equity or right of redemption of the Trust which may be waived, and the Trust,
to the extent permitted by law, specifically waives all rights of redemption,
stay or appraisal which it has or may have under any law. The notice (if any) of
such sale shall (A) in the case of a public sale, state the time and place fixed
for such sale, and (B) in the case of a private sale, state the day after which
such sale may be consummated. Any such public sale shall be held at such time or
times within ordinary business hours and at such place or places as the
Indenture Trustee may fix in the notice of such sale. At any such sale the
Collateral may be sold in one lot as an entirety or in separate parcels, as the
Indenture Trustee may determine. The Indenture Trustee shall not be obligated to
make any such sale pursuant to any such notice. The Indenture Trustee may,
without notice or publication, adjourn any public or private sale or cause the
same to be adjourned from time to time by announcement at the time and place
fixed for the sale, and such sale may be made at any time or place to which the
same may be so adjourned. In the case of any sale of all or any part of the
Collateral on credit or for future delivery, the Collateral so sold may be
retained by the Indenture Trustee until the selling price is paid by the
purchaser thereof, but the Indenture Trustee shall not incur any liability in
the case of the failure of such purchaser to take up and pay for the Collateral
so sold and, in the case of any such failure, such Collateral may again be sold
upon like notice. The Indenture Trustee, instead of exercising the power of sale
conferred upon it in the Indenture, may proceed by a suit or suits at law or in
equity to foreclose a Security Interest and sell any Collateral, or any portion
thereof, under a judgment or decree of a court or courts of competent
jurisdiction.

     SECTION 14.7   LIMITATION ON DUTIES OF INDENTURE TRUSTEE WITH RESPECT TO
COLLATERAL. Beyond the exercise of reasonable care in the custody thereof, the
Indenture Trustee shall have no duty as to any portion of the Collateral in its
possession or control or in the possession or control of any agent or bailee or
as to the preservation of rights against prior parties or any other rights
pertaining thereto. The Indenture Trustee shall be deemed to have exercised
reasonable care in the custody of the Collateral in its possession if the
Collateral is accorded treatment substantially equal to that which it accords
property it holds in its fiduciary capacity generally, and shall not be liable
or responsible for any loss or damage to any of the Collateral, or for any
diminution in the value thereof, by reason of the act or omission of any
warehouseman, carrier, forwarding agency, consignee or other agent or bailee
selected by the Indenture Trustee in good faith.

     SECTION 14.8   CONCERNING THE INDENTURE TRUSTEE. In furtherance and not in
derogation of the rights, privileges and immunities of the Indenture Trustee
specified in the Indenture:

          (a)  the Indenture Trustee is authorized to take all such action as is
               provided to be taken by it as Indenture Trustee under this
               Article and all other action reasonably incidental thereto. As to
               any matters not expressly provided for in this Article
               (including, without limitation, the timing and methods of
               realization upon any Collateral) the Indenture Trustee shall act
               or refrain from acting in accordance with written instructions
               from the Holder or

                                       76


               Holders of the required percentage of aggregate principal amount
               of Notes for any instructions or, in the absence of such
               instructions, in accordance with its discretion; and

          (b)  the Indenture Trustee shall not be responsible for the existence,
               genuineness or value of any of the Collateral or for the
               validity, perfection, priority or enforceability of the Security
               Interest in any of the Collateral, whether impaired by operation
               of law or by reason of any action or omission to act on its part
               under the Indenture.

     SECTION 14.9   TERMINATION OF SECURITY INTEREST. Upon the repayment in full
of all Obligations, the Security Interest shall terminate and all rights to the
Collateral shall revert to the Trust. Upon such termination of a Security
Interest, and delivery of a certificate by the Trust to such effect, the
Indenture Trustee will, at the expense of the Trust, execute and deliver to the
Trust such documents as the Trust shall reasonably request to evidence the
termination of the Security Interest.

                                       77

                                                                     EXHIBIT A-1

          Form of Global Security for Secured Medium Term Notes Program

                                      A1-1


                                                                     EXHIBIT A-2

        Form of Definitive Security for Secured Medium Term Notes Program

                                      A2-1


                                                                     EXHIBIT A-3

       Form of Global Security for Allstate Life(SM) CoreNotes(SM) Program

                                      A3-1


                                                                     EXHIBIT A-4

     Form of Definitive Security for Allstate Life(SM) CoreNotes(SM) Program

                                      A4-1


                                                                       EXHIBIT B

                      FORM OF CERTIFICATE OF AUTHENTICATION

     This Note Certificate is one of the Note Certificates representing Notes
     described in the within-mentioned Indenture and is being issued in
     accordance with Section 2.5(f) of the Indenture.


                                    J.P. MORGAN TRUST COMPANY, NATIONAL
                                    ASSOCIATION,
                                    as Indenture Trustee


                                    By:
                                       --------------------------------
                                       Authorized Signatory


Dated:

                                       B-1


                                                                       EXHIBIT C

                     FORM OF ANNUAL STATEMENT OF COMPLIANCE

     I [identify the certifying individual], a duly elected and acting officer
of J.P. Morgan Trust Company, National Association ("Indenture Trustee"), do
hereby certify on behalf of the Indenture Trustee, that:

     1. I have reviewed and examined the performance by the Indenture Trustee of
the application of trust money collected by the Indenture Trustee pursuant to
Section 5.3 of the Indenture under which the Trust's notes (the "Notes") were
issued during the fiscal year ending December 31, - (the "Relevant Year"); and

     2. Based upon my review and examination described in 1 above, and except as
provided in the Independent Auditor's Report, dated -, 200-, prepared by the
Trust's independent public accountants in accordance with Section 7.5 of the
Indenture, to the best of my knowledge, the application of trust money collected
by the Indenture Trustee pursuant to Section 5.3 of the Indenture was performed
in accordance with the terms of the Indenture throughout the Relevant Year.


J.P. Morgan Trust Company, National Association, as Indenture Trustee


By:
      -------------------------------
     Name:
     Title:


Date:
      -----------------------------

                                       C-1




                                                                     EXHIBIT 4.7

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                      STANDARD FUNDING NOTE INDENTURE TERMS

                                 WITH RESPECT TO

                          ALLSTATE LIFE GLOBAL FUNDING

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                                TABLE OF CONTENTS




                                                                                       PAGE
                                                                                  
                                         ARTICLE 1
                                        DEFINITIONS

 SECTION 1.1      CERTAIN TERMS DEFINED..................................................1
 SECTION 1.2      INTERPRETATION........................................................10

                                         ARTICLE 2
                                     THE FUNDING NOTE

 SECTION 2.1      AMOUNT UNLIMITED......................................................10
 SECTION 2.2      STATUS OF FUNDING NOTE................................................10
 SECTION 2.3      FORMS GENERALLY.......................................................10
 SECTION 2.4      CURRENCY; DENOMINATIONS...............................................11
 SECTION 2.5      EXECUTION, AUTHENTICATION, DELIVERY AND DATE..........................12
 SECTION 2.6      REGISTRATION, TRANSFER AND EXCHANGE...................................13
 SECTION 2.7      MUTILATED, DESTROYED, LOST OR STOLEN FUNDING NOTE CERTIFICATES........15
 SECTION 2.8      INTEREST RECORD DATES.................................................16
 SECTION 2.9      CANCELLATION..........................................................16
 SECTION 2.10     WITHHOLDING TAX.......................................................17
 SECTION 2.11     TAX TREATMENT.........................................................18

                                         ARTICLE 3
            REDEMPTION, REPAYMENT AND REPURCHASE OF FUNDING NOTE; SINKING FUNDS

 SECTION 3.1      REDEMPTION OF FUNDING NOTE............................................18
 SECTION 3.2      REPAYMENT AT THE OPTION OF THE HOLDER.................................21
 SECTION 3.3      REPURCHASE OF FUNDING NOTE............................................22
 SECTION 3.4      SINKING FUNDS.........................................................22

                                         ARTICLE 4
                 PAYMENTS; PAYING AGENTS AND CALCULATION AGENT; COVENANTS

 SECTION 4.1      PAYMENT OF PRINCIPAL AND INTEREST.....................................22
 SECTION 4.2      OFFICES FOR PAYMENTS, ETC.............................................25
 SECTION 4.3      APPOINTMENT TO FILL A VACANCY IN OFFICE OF FUNDING NOTE
                  INDENTURE TRUSTEE.....................................................25
 SECTION 4.4      PAYING AGENTS.........................................................25
 SECTION 4.5      CALCULATION AGENT.....................................................29
 SECTION 4.6      CERTIFICATE TO FUNDING NOTE INDENTURE TRUSTEE.........................31
 SECTION 4.7      NEGATIVE COVENANTS....................................................31
 SECTION 4.8      ADDITIONAL AMOUNTS....................................................34



                                        i


                                                                                 
                                         ARTICLE 5
      REMEDIES OF THE FUNDING NOTE INDENTURE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

 SECTION 5.1      EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY; WAIVER OF
                  DEFAULT...............................................................36
 SECTION 5.2      COLLECTION OF INDEBTEDNESS BY FUNDING NOTE INDENTURE
                  TRUSTEE; FUNDING NOTE INDENTURE TRUSTEE MAY PROVE DEBT................39
 SECTION 5.3      APPLICATION OF PROCEEDS...............................................41
 SECTION 5.4      SUITS FOR ENFORCEMENT.................................................42
 SECTION 5.5      RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS...................43
 SECTION 5.6      LIMITATIONS ON SUITS BY HOLDERS.......................................43
 SECTION 5.7      POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER
                  OF DEFAULT............................................................44
 SECTION 5.8      CONTROL BY THE HOLDERS................................................45
 SECTION 5.9      WAIVER OF PAST DEFAULTS...............................................45

                                         ARTICLE 6
                            THE FUNDING NOTE INDENTURE TRUSTEE

 SECTION 6.1      CERTAIN DUTIES AND RESPONSIBILITIES...................................46
 SECTION 6.2      CERTAIN RIGHTS OF THE FUNDING NOTE INDENTURE TRUSTEE..................47
 SECTION 6.3      NOT RESPONSIBLE FOR RECITALS, VALIDITY OF THE FUNDING NOTE
                  OR APPLICATION OF THE PROCEEDS........................................48
 SECTION 6.4      MAY HOLD FUNDING NOTE; COLLECTIONS, ETC...............................49
 SECTION 6.5      FUNDS HELD BY FUNDING NOTE INDENTURE TRUSTEE..........................49
 SECTION 6.6      COMPENSATION; REIMBURSEMENT; INDEMNIFICATION..........................49
 SECTION 6.7      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY...............................50
 SECTION 6.8      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE.............50
 SECTION 6.9      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE........................52
 SECTION 6.10     MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS
                  OF FUNDING NOTE INDENTURE TRUSTEE.....................................53
 SECTION 6.11     LIMITATIONS ON RIGHTS OF FUNDING NOTE INDENTURE TRUSTEE
                  AS CREDITOR...........................................................53

                                         ARTICLE 7
          HOLDERS' LISTS AND REPORTS BY FUNDING NOTE INDENTURE TRUSTEE AND TRUST

 SECTION 7.1      GLOBAL FUNDING TO FURNISH FUNDING NOTE INDENTURE TRUSTEE NAMES
                  AND ADDRESSES OF HOLDERS..............................................53
 SECTION 7.2      PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS.................54
 SECTION 7.3      REPORTS BY FUNDING NOTE INDENTURE TRUSTEE.............................54
 SECTION 7.4      REPORTS BY TRUST......................................................55

                                         ARTICLE 8
                                  CONCERNING EACH HOLDER

 SECTION 8.1      EVIDENCE OF ACTION TAKEN BY A HOLDER..................................56


 


                                       ii


                                                                                 
 SECTION 8.2      PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF FUNDING
                  NOTE..................................................................56
 SECTION 8.3      VOTING RECORD DATE....................................................57
 SECTION 8.4      PERSONS DEEMED TO BE OWNERS...........................................57
 SECTION 8.5      FUNDING NOTE OWNED BY TRUST DEEMED NOT OUTSTANDING....................57
 SECTION 8.6      RIGHT OF REVOCATION OF ACTION TAKEN; BINDING EFFECT OF ACTIONS
                  BY HOLDERS............................................................58

                                         ARTICLE 9
                           SUPPLEMENTAL FUNDING NOTE INDENTURES

 SECTION 9.1      SUPPLEMENTAL FUNDING NOTE INDENTURES WITHOUT CONSENT OF
                  HOLDERS...............................................................58
 SECTION 9.2      SUPPLEMENTAL FUNDING NOTE INDENTURES WITH CONSENT OF HOLDERS..........60
 SECTION 9.3      COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL
                  FUNDING NOTE INDENTURE................................................61
 SECTION 9.4      DOCUMENTS TO BE GIVEN TO FUNDING NOTE INDENTURE TRUSTEE...............61
 SECTION 9.5      NOTATION ON FUNDING NOTE CERTIFICATES IN RESPECT OF
                  SUPPLEMENTAL FUNDING NOTE INDENTURES..................................61

                                        ARTICLE 10
                         CONSOLIDATION, MERGER, SALE OR CONVEYANCE

 SECTION 10.1     TRUST MAY MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY UNDER
                  CERTAIN CIRCUMSTANCES.................................................62

                                   ARTICLE 11
            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED FUNDS

 SECTION 11.1     SATISFACTION AND DISCHARGE OF INDENTURE...............................62
 SECTION 11.2     APPLICATION BY FUNDING NOTE INDENTURE TRUSTEE OF FUNDS
                  DEPOSITED FOR PAYMENT OF FUNDING NOTE.................................63
 SECTION 11.3     REPAYMENT OF FUNDS HELD BY PAYING AGENT...............................63
 SECTION 11.4     RETURN OF FUNDS HELD BY FUNDING NOTE INDENTURE TRUSTEE AND
                  PAYING AGENT..........................................................63

                                        ARTICLE 12
                            MEETINGS OF HOLDERS OF FUNDING NOTE

 SECTION 12.1     PURPOSES FOR WHICH MEETINGS MAY BE CALLED.............................64
 SECTION 12.2     CALL, NOTICE AND PLACE OF MEETINGS....................................64
 SECTION 12.3     PERSONS ENTITLED TO VOTE AT MEETINGS..................................65
 SECTION 12.4     QUORUM; ACTION........................................................65
 SECTION 12.5     DETERMINATION OF VOTING RIGHTS; CONDUCT OF ADJOURNMENT OF
                  MEETINGS..............................................................66
 SECTION 12.6     COUNTING VOTES AND RECORDING ACTION OF MEETINGS.......................67


 


                                       iii


                                                                                 
                                        ARTICLE 13
                                 MISCELLANEOUS PROVISIONS

 SECTION 13.1     NO RECOURSE...........................................................67
 SECTION 13.2     PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND
                  HOLDERS...............................................................68
 SECTION 13.3     SUCCESSORS AND ASSIGNS OF TRUST BOUND BY INDENTURE....................68
 SECTION 13.4     NOTICES AND DEMANDS ON TRUST, FUNDING NOTE INDENTURE TRUSTEE
                  AND ANY HOLDER........................................................68
 SECTION 13.5     TRUST CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO BE
                  CONTAINED THEREIN.....................................................70
 SECTION 13.6     GOVERNING LAW.........................................................71
 SECTION 13.7     COUNTERPARTS..........................................................71
 SECTION 13.8     TRUST INDENTURE ACT TO CONTROL........................................72
 SECTION 13.9     JUDGMENT CURRENCY.....................................................72

                                        ARTICLE 14
                                     SECURITY INTEREST

 SECTION 14.1     SECURITY INTEREST.....................................................73
 SECTION 14.2     REPRESENTATIONS AND WARRANTIES........................................74
 SECTION 14.3     ADDITIONAL REPRESENTATIONS AND WARRANTIES.............................74
 SECTION 14.4     FURTHER ASSURANCES; COVENANTS.........................................76
 SECTION 14.5     GENERAL AUTHORITY.....................................................77
 SECTION 14.6     REMEDIES UPON EVENT OF DEFAULT........................................78
 SECTION 14.7     LIMITATION ON DUTIES OF FUNDING NOTE INDENTURE TRUSTEE WITH
                  RESPECT TO COLLATERAL.................................................78
 SECTION 14.8     CONCERNING THE FUNDING NOTE INDENTURE TRUSTEE.........................79
 SECTION 14.9     TERMINATION OF SECURITY INTEREST......................................79


 


EXHIBIT A-1  FORM OF FUNDING NOTE RELATED TO SECURED MEDIUM TERM NOTES
ISSUED UNDER THE SECURED MEDIUM TERM NOTES PROGRAM
EXHIBIT A-2  FORM OF FUNDING NOTE RELATED TO SECURED MEDIUM TERM NOTES ISSUED
UNDER THE ALLSTATE LIF(SM) CORENOTES(M) PROGRAM
EXHIBIT B    FORM OF CERTIFICATE OF AUTHENTICATION

                                       iv


                              RECONCILIATION TABLE




Trust Indenture Act Section                       Funding Note Indenture Section
                                                                      
Section 310(a)(1)............................................................6.7
 (a)(2)......................................................................6.7
 (b).........................................................................6.8
Section 311(a)..............................................................6.11
Section 312(a) ..............................................................7.1
 (b).........................................................................7.2
 (c).........................................................................7.2
Section 313(a)............................................................7.3(b)
 (b)......................................................................7.3(c)
 (c)......................................................................7.3(d)
 (d)......................................................................7.3(d)
Section 314(a) ..............................................................7.4
(b).......................................................................7.3(f)
(c)(1) ..................................................................13.5(a)
 (c)(2) .................................................................13.5(a)
 (e).....................................................................13.5(b)
 (f).....................................................................13.5(a)
Section 315(c) ...........................................................6.1(b)
Section 316(a) (last sentence) ..............................................8.5
 (a)(1)(A)...................................................................5.8
 (a)(1)(B)...................................................................5.9
 (b).........................................................................5.6
Section 317(a)(1).........................................................5.2(c)
 (a)(2) ..................................................................5.2(c)
 (b)......................................................................4.4(a)
Section 318(a) .............................................................13.8
 (c) .......................................................................13.8



     This reconciliation table shall not be deemed to be part of the Funding
Note Indenture for any purpose.

     Attention should also be directed to Section 318(c) of the Trust Indenture
Act, which provides that certain provisions of Sections 310 to and including 317
are a part of and govern every qualified indenture, whether or not physically
contained in the Funding Note Indenture.



          This document constitutes the Standard Funding Note Indenture Terms,
which will be incorporated by reference in the Funding Note Indenture (as
defined below), by and among Global Funding (as defined below) and the Indenture
Trustee (as defined below).

          These Standard Funding Note Indenture Terms shall be of no force and
effect unless and until incorporated by reference into, and then only to the
extent not modified by, such Funding Note Indenture.

          The following Standard Funding Note Indenture Terms shall govern the
Funding Note subject to contrary terms and provisions expressly adopted in the
Funding Note Indenture, any Supplemental Funding Note Indenture or the Funding
Note, which contrary terms shall be controlling.

                                    ARTICLE 1
                                   DEFINITIONS

     SECTION 1.1    CERTAIN TERMS DEFINED. The following terms shall have the
meanings specified in this Section for all purposes of the Funding Note
Indenture and the Funding Note, unless otherwise expressly provided. All other
terms used in the Funding Note Indenture which are defined in the Trust
Indenture Act or which are by reference therein defined in the Securities Act
shall have the meanings (except as otherwise expressly provided in the Funding
Note Indenture or unless the context otherwise clearly requires) assigned to
such terms in the Trust Indenture Act and in the Securities Act as in force at
the date of the Funding Note Indenture as originally executed.

     "ADDITIONAL AMOUNTS" means any additional amounts which may be required by
the Funding Note, under circumstances specified in the Funding Note Certificate
or Supplemental Funding Note Indenture, to be paid by Global Funding in respect
of certain taxes, assessments or other governmental charges imposed on Holders
specified therein and which are owing to such Holders.

     "ADMINISTRATIVE SERVICES AGREEMENT" means that certain administrative
services agreement included in Section - of the Series Instrument, by and
between the Issuing Trust and the Administrator, as the same may be amended,
modified, restated, supplemented and/or replaced from time to time.

     "ADMINISTRATOR" means AMACAR Pacific Corp., a Delaware corporation, in its
capacity as the sole administrator of the Issuing Trust, and its permitted
successors and assigns.

     "AFFILIATE" means, as applied to any Person, any other Person directly or
indirectly controlling, controlled by, or under common control with, that Person
and, in the case of an individual, any spouse or other member of that
individual's immediate family. For the purposes of this definition, "control"
(including with correlative meanings, the terms "controlling", "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of that Person, whether through the
ownership of voting securities or by contract or otherwise.

                                        1


     "AGENTS" has the meaning set forth in the Distribution Agreement.

     "AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT" means that certain
Amended and Restated Administrative Services Agreement dated as of - , 2004,
between the Global Funding Administrator and Global Funding, as the same may be
amended, restated, modified, supplemented or replaced from time to time.

     "AMENDED AND RESTATED SUPPORT AGREEMENT" means that certain Amended and
Restated Support Agreement dated as of - , 2004, between the Funding Agreement
Provider and Global Funding, as the same may be amended, restated, modified,
supplemented or replaced from time to time.

     "AMENDED AND RESTATED TRUST AGREEMENT" means that certain Amended and
Restated Trust Agreement dated as of - , 2004, pursuant to which Global Funding
is created, as the same may be amended, restated, modified, supplemented or
replaced from time to time.

     "ANNUAL REDEMPTION PERCENTAGE REDUCTION" has the meaning specified in the
Funding Note Certificate.

     "BUSINESS DAY" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The City of New York;
PROVIDED, HOWEVER, that, with respect to a Foreign Currency Funding Note, the
day must also not be a day on which commercial banks are authorized or required
by law, regulation or executive order to close in the Principal Financial Center
of the country issuing the Specified Currency (or, if the Specified Currency is
Euro, the day must also be a day on which the Target System is open).

     "CALCULATION AGENT" means the Funding Note Indenture Trustee in its
capacity as calculation agent or any other Person specified as calculation agent
with respect to the Funding Note in the Funding Note Certificate.

     "CLOSING INSTRUMENT" means the closing instrument of the Issuing Trust,
pursuant to which the Indenture and the Funding Note Indenture are entered into,
and certain other documents are executed, in connection with the issuance of the
Notes by the Issuing Trust and the issuance of the Funding Note by Global
Funding.

     "CODE" means the United States Internal Revenue Code of 1986, as amended,
including any successor statutes and any applicable rules, regulations, notices
or orders promulgated thereunder.

     "COLLATERAL" means, with respect to the Funding Note, the right, title and
interest of the Trust in and to (i) each Funding Agreement held in the Trust,
(ii) all Proceeds in respect of each such Funding Agreement and (iii) all books
and records (including without limitation, computer programs, printouts and
other computer materials and files) of Global Funding pertaining to the Funding
Agreement(s).

     "COMMISSION" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, as amended,
or, if at any time

                                        2


after the execution of the Funding Note Indenture such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

     "COORDINATION AGREEMENT" means that certain Coordination Agreement included
in Section - of the Series Instrument, among the Funding Agreement Provider, the
Issuing Trust and the Indenture Trustee, as the same may be amended, modified or
supplemented from time to time.

     "CORPORATE TRUST OFFICE" means the office of the Funding Note Indenture
Trustee at which the Funding Note Indenture shall, at any particular time, be
principally administered, which office is, at the date as of the Funding Note
Indenture located at 201 North Central Avenue, Phoenix, AZ 85004, except that
for the purposes of Section 4.2 it shall be 55 Water Street, 1st Floor,
Jeannette Park Entrance, New York, New York 10041, or such other location as may
be specified in or pursuant to the Funding Note Certificate.

     "DEBT" of any Person means, at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, all obligations of such Person as lessee which are capitalized in
accordance with generally accepted accounting principles, (iv) all contingent
and non-contingent obligations of such Person to reimburse any bank or other
Person in respect of amounts paid under a letter of credit or similar
instrument, (v) all Debt secured by a Lien on any asset of such Person, whether
or not such Debt is otherwise an obligation of such Person, and (vi) all
Guarantees by such Person of Debt of another Person (each such Guarantee to
constitute Debt in an amount equal to the amount of such other Person's Debt
Guaranteed thereby).

     "DEFAULTED INTEREST" has the meaning specified in Section 2.8(b).

     "DELAWARE TRUSTEE" means Wilmington Trust Company, a Delaware banking
corporation not in its individual capacity but solely as trustee and its
successors.

     "DISTRIBUTION AGREEMENT" means that certain Distribution Agreement dated as
of -, 2004, by and among Global Funding and the Agents named therein, as the
same may be amended, restated, modified or supplemented from time to time.

     "EURO" means the currency introduced at the start of the third stage of the
European economic and monetary union pursuant to the treaty establishing the
European Community, as amended by the Treaty on European Union.

     "EVENT OF DEFAULT" means any event or condition specified as such in
Section 5.1 which shall have continued for the period of time, if any, therein
designated.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

                                        3


     "EXCHANGE RATE AGENT" means the Funding Note Indenture Trustee in its
capacity as exchange rate agent or any other person specified as exchange rate
agent with respect to the Funding Note in the Funding Note Certificate.

     "FOREIGN CURRENCY FUNDING NOTE" means a Funding Note the Specified Currency
of which is other than U.S. Dollars.

     "FUNDING AGREEMENT" means each funding agreement issued by the Funding
Agreement Provider to Global Funding, which is immediately sold to and deposited
into, the Issuing Trust by Global Funding, and immediately pledged and
collaterally assigned by the Issuing Trust to the Indenture Trustee for the
benefit of the Holders of the Notes, as the same may be modified, restated,
replaced, supplemented or otherwise amended from time to time in accordance with
the terms thereof.

     "FUNDING AGREEMENT PROVIDER" means Allstate Life Insurance Company, a stock
life insurance company organized under the laws of the State of Illinois.

     "FUNDING NOTE" means each funding note issued by Global Funding and
authenticated by the Funding Note Indenture Trustee under the Funding Note
Indenture, each in an authorized denomination and represented, individually, or
collectively, by the Funding Note Certificate.

     "FUNDING NOTE CERTIFICATE" means a security certificate representing the
Funding Note.

     "FUNDING NOTE INDENTURE" means that certain Funding Note Indenture included
in Section - of the Closing Instrument, between Global Funding and the Funding
Note Indenture Trustee, as the same may be amended, restated or supplemented
from time to time.

     "FUNDING NOTE INDENTURE TRUSTEE" means J.P. Morgan Trust Company, National
Association, and its successors.

     "FUNDING NOTE REGISTER" has the meaning specified in Section 2.6(a).

     "FUNDING NOTE REGISTRAR" has the meaning specified in Section 2.6(a).

     "GLOBAL FUNDING" means Allstate Life Global Funding, a statutory trust
formed under the laws of the State of Delaware.

     "GLOBAL FUNDING ADMINISTRATOR" means AMACAR Pacific Corp., a Delaware
corporation, in its capacity as the sole administrator of Global Funding, and
its permitted successors and assigns.

     "GLOBAL FUNDING TRUST BENEFICIAL OWNER" means AMACAR Pacific Corp., in its
capacity as the sole beneficial owner of Global Funding, and its successors.

     "GUARANTEE" by any Person means any obligation, contingent or otherwise, of
such Person directly or indirectly guaranteeing any Debt of any other Person
and, without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such

                                        4


Debt (whether arising by virtue of partnership arrangements, by virtue of an
agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise), (ii)
to reimburse a bank for amounts drawn under a letter of credit for the purpose
of paying such Debt or (iii) entered into for the purpose of assuring in any
other manner the holder of such Debt of the payment thereof or to protect such
holder against loss in respect thereof (in whole or in part); PROVIDED that the
term "GUARANTEE" shall not include endorsements for collection or deposit in the
ordinary course of business.

     The term "GUARANTEE" used as a verb has a corresponding meaning.

     "HOLDER" means, with respect to the Funding Note, the Person in whose name
such Funding Note is registered in the Funding Note Register.

     "HOLDER REPRESENTATIVE" has the meaning set forth in Section 5.8(a).

     "IMMEDIATE REDEMPTION PRICE" has the meaning set forth in Section 3.1(i).

     "INCORPORATED PROVISION" has the meaning set forth in Section 13.8.

     "INDENTURE" means that certain Indenture included in Section - of the
Closing Instrument, between the Issuing Trust and the Indenture Trustee, as the
same may be amended, restated or supplemented from time to time.

     "INDENTURE TRUSTEE" means J.P. Morgan Trust Company, National Association,
and its successors.

     "INITIAL REDEMPTION DATE" means, with respect to the Funding Note or
portion thereof to be redeemed pursuant to Section 3.1(b), the date on or after
which such Funding Note or portion thereof may be redeemed as determined by or
pursuant to the Funding Note Indenture or the Funding Note Certificate or
Supplemental Funding Note Indenture.

     "INITIAL REDEMPTION PERCENTAGE" has the meaning specified in the Funding
Note Certificate.

     "INTEREST PAYMENT DATE" has the meaning specified in Section 2.8(a).

     "INTEREST RESET DATE" has the meaning specified in the Funding Note
Certificate.

     "ISSUING TRUST" means the Allstate Life Global Funding Trust specified in
the Series Instrument, together with its permitted successors and assigns.

     "LIBOR", has the meaning ascribed in the Funding Note Certificate.

     "LIBOR CURRENCY" means the currency specified in the Funding Note
Certificate as to which LIBOR shall be calculated or, if no currency is
specified in the applicable Funding Note Certificate, United States dollars.

                                        5


     "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind, or any other type of
preferential arrangement that has substantially the same practical effect as a
security interest, in respect of such asset. For purposes hereof, Global Funding
shall be deemed to own subject to a Lien any asset which it has acquired or
holds subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement relating to such
asset.

     "MARKET EXCHANGE RATE" for a Specified Currency other than United States
dollars means the noon dollar buying rate in The City of New York for cable
transfers for the Specified Currency as certified for customs purposes (or, if
not so certified, as otherwise determined) by the Federal Reserve Bank of New
York.

     "MATURITY DATE" means, with respect to the principal (or any installment of
principal) of the Funding Note, any date prior to the Stated Maturity Date on
which the principal (or such installment of principal) of the Funding Note
becomes due and payable whether, as applicable, by the declaration of
acceleration of maturity, notice of redemption at the option of Global Funding,
notice of the Holder's option to elect repayment or otherwise.

     "NAME LICENSING AGREEMENT" means that certain Name Licensing Agreement
included in Section - of the Series Instrument, between Allstate Insurance
Company and the Issuing Trust, as the same may be amended, restated, modified,
supplemented or replaced from time to time.

     "NONRECOURSE PARTIES" has the meaning set forth in Section 13.1.

     "NOTE" means each medium term note issued by the Issuing Trust and
authenticated by the Indenture Trustee under the Indenture, each in an
authorized denomination and represented, individually or collectively, by the
Note Certificate.

     "NOTE CERTIFICATE" means a security certificate representing one or more
Notes.

     "OBLIGATIONS" means the obligations of Global Funding secured under the
Funding Note and the Funding Note Indenture, including (a) all principal of, any
premium and interest payable (including, without limitation, any interest which
accrues after the commencement of any case, proceeding or other action relating
to the bankruptcy, insolvency or reorganization of Global Funding, whether or
not allowed or allowable as a claim in any such proceeding) on, and any
Additional Amounts with respect to, the Funding Note or pursuant to the Funding
Note Indenture, (b) all other amounts payable by Global Funding under the
Funding Note Indenture or under the Funding Note including all costs and
expenses (including attorneys' fees) incurred by the Funding Note Indenture
Trustee or any Holder thereof in realizing on the Collateral to satisfy such
obligations and (c) any renewals or extensions of the foregoing.

     "OPINION OF COUNSEL" means an opinion in writing signed by legal counsel
who may be an employee of or counsel to Global Funding or the Funding Note
Indenture Trustee or who may be other counsel satisfactory to the Funding Note
Indenture Trustee. Each such opinion shall include the statements provided for
in Section 13.5 hereof, if and to the extent required hereby.

     "ORIGINAL ISSUE DATE" shall have the meaning set forth in the Pricing
Supplement.

                                        6


     ["OUTSTANDING" shall, subject to the provisions of Section 8.5, mean, as of
any particular time, the Funding Note represented by the Funding Note
Certificate executed by Global Funding and authenticated and delivered by the
Funding Note Indenture Trustee under the Funding Note Indenture, except (a) the
Funding Note represented by the Funding Note Certificate theretofore cancelled
by the Funding Note Indenture Trustee or delivered to the Funding Note Indenture
Trustee for cancellation; (b) the Funding Note as to which funds for the full
payment or redemption of which in the necessary amount shall have been deposited
in trust with the Funding Note Indenture Trustee or with any Paying Agent;
PROVIDED that if such Funding Note is to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as provided in or
pursuant to the Funding Note Indenture, or provision satisfactory to the Funding
Note Indenture Trustee shall have been made for giving such notice; and (c) the
Funding Note represented by the Funding Note Certificate in substitution for
which one or more other Funding Note Certificates shall have been authenticated
and delivered pursuant to the terms of Section 2.5 or which shall have been paid
(unless proof satisfactory to the Funding Note Indenture Trustee is presented
that any of such Funding Note is held by a Person in whose hands such Funding
Note is a legal, valid and binding obligation of Global Funding).]

     "OWNER" shall, with respect to each Funding Agreement, have the meaning
specified in such Funding Agreement.

     "PAYING AGENT" means the Funding Note Indenture Trustee in its capacity as
paying agent and its successors, and any other Person specified as paying agent
with respect to the Funding Note in the Funding Note Certificate.

     "PERSON" means any natural person, corporation, limited partnership,
general partnership, joint stock company, joint venture, association, company,
limited liability company, trust (including any beneficiary thereof), bank,
trust company, land trust, trust or other organization, whether or not a legal
entity, and any government or any agency or political subdivision thereof.

     "PRICING SUPPLEMENT" means the pricing supplement included as Exhibit - to
the Series Instrument.

     "PRINCIPAL AMOUNT" with respect to a Funding Agreement, has the meaning
ascribed in such Funding Agreement.

     "PRINCIPAL FINANCIAL CENTER" means, as applicable (i) the capital city of
the country issuing the Specified Currency; or (ii) the capital city of the
country to which the LIBOR Currency relates; PROVIDED, HOWEVER, that with
respect to United States dollars, Australian dollars, Canadian dollars,
Portuguese escudos, South African rands and Swiss francs, the "Principal
Financial Center" shall be The City of New York, Sydney, Toronto, London (solely
in the case of the LIBOR Currency), Johannesburg and Zurich, respectively.

     "PROCEEDS" means all of the proceeds of, and all other profits, products,
rents, principal payments, interest payments or other receipts, in whatever
form, arising from the collection, sale, lease, exchange, assignment, licensing
or other disposition or maturity of, or other realization upon, a Funding
Agreement, including without limitation all claims of Global Funding against

                                        7


third parties for loss of, damage to or destruction of, or for proceeds payable
under, such Funding Agreement, in each case whether now existing or hereafter
arising.

     "REDEMPTION DATE" means, with respect to a Funding Note to be redeemed,
pursuant to Section 3.1(b) or Section 3.1(c), the date of redemption of such
Funding Note specified in the relevant notice of redemption provided to the
Funding Note Indenture Trustee pursuant to Section 3.1(d).

     "REDEMPTION PRICE" means, with respect to the Funding Note, an amount equal
to the Initial Redemption Percentage specified in the Funding Note Certificate
(as adjusted by the Annual Redemption Percentage Reduction, if applicable)
multiplied by the unpaid principal amount thereof to be redeemed.

     "REGULAR INTEREST RECORD DATE" has the meaning set forth in Section 2.8(a).

     "REPAYMENT DATE" means, with respect to a Funding Note or portion thereof
to be repaid pursuant to Section 3.2, the date for the repayment of such Funding
Note or portion thereof as determined by or pursuant to the Funding Note
Indenture or the Funding Note Certificate or Supplemental Funding Note
Indenture.

     "REPAYMENT PRICE" means, with respect to a Funding Note or portion thereof
to be repaid pursuant to Section 3.2, the price for repayment of such Funding
Note or portion thereof as determined by, or pursuant to, the Funding Note
Indenture or the Funding Note Certificate or Supplemental Funding Note
Indenture.

     "RESPONSIBLE OFFICER" when used with respect to any Person means the
chairman of the board of directors or any vice chairman of the board of
directors or the president or any vice president (whether or not designated by a
number or numbers or a word or words added before or after the title "vice
president") of such Person. With respect to Global Funding, Responsible Officer
means any Responsible Officer (as defined in the preceding sentence) plus any
assistant secretary and any financial services officer of the Delaware Trustee,
and with respect to the Delaware Trustee or the Funding Note Indenture Trustee,
Responsible Officer means any Responsible Officer (as defined in the first
sentence of this definition) plus the chairman of the trust committee, the
chairman of the executive committee, any vice chairman of the executive
committee, the cashier, the secretary, the treasurer, any trust officer, any
assistant trust officer, any assistant vice president, any assistant cashier,
any assistant secretary, any assistant treasurer, or any other authorized
officer of the Delaware Trustee or Funding Note Indenture Trustee customarily
performing functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his knowledge of and familiarity with the particular
subject.

     "SECURITIES ACT" means the Securities Act of 1933, as amended.

     "SECURITY INTEREST" has the meaning set forth in Section 14.1(a).

     "SERIES INSTRUMENT" means the series instrument of the Issuing Trust,
pursuant to which the Administrative Services Agreement, the Coordination
Agreement, the Name Licensing Agreement, the Support Agreement, the Terms
Agreement and the Trust Agreement are entered

                                        8


into, and certain other documents are executed, in connection with the issuance
of the Notes by the Issuing Trust.

     "SPECIAL INTEREST RECORD DATE" has the meaning set forth in Section 2.8(b).

     "SPECIFIED CURRENCY" has the meaning specified in Section 2.4.

     "STATED MATURITY DATE," means with respect to the Funding Note, any
installment of principal thereof, or interest thereon, any premium thereon or
any Additional Amounts with respect thereto, the date established by or pursuant
to the Funding Note Indenture or Funding Note Certificate or Supplemental
Funding Note Indenture as the date on which the principal of such Funding Note
or such installment of principal or interest or such premium is, or such
Additional Amounts are, due and payable.

     "SUPPLEMENTAL FUNDING NOTE INDENTURE" has the meaning specified in Section
9.1(a).

     "SUPPORT AGREEMENT" means that certain Support and Expenses Agreement
included in Section - of the Series Instrument, by and between the Funding
Agreement Provider and the Issuing Trust, as the same may be amended, modified
or supplemented from time to time.

     "TARGET SYSTEM" means the Trans-European Automated Real Time Gross
Settlement Express Transfer (TARGET) System.

     "TAX EVENT" has the meaning specified in Section 3.1(c).

     "TERMS AGREEMENT" means that certain Terms Agreement included in Section -
of the Series Instrument, by and among Global Funding, the Issuing Trust and
each Agent named therein, which will incorporate by reference the terms of the
Distribution Agreement.

     "TRUST AGREEMENT" means that certain Trust Agreement included in Section
- -of the Series Instrument, among the Delaware Trustee, the Administrator and the
Trust Beneficial Owner.

     "TRUST BENEFICIAL OWNER" means Global Funding, in its capacity as the sole
beneficial owner of the Issuing Trust, and its successors.

     "TRUST CERTIFICATE" means a certificate signed by the Global Funding
Administrator on behalf of Global Funding and delivered to the Funding Note
Indenture Trustee. Each such certificate shall include the statements provided
for in Section 13.5.

     "TRUST INDENTURE ACT" shall mean the Trust Indenture Act of 1939, as
amended.

     "UCC" means the Uniform Commercial Code, as from time to time in effect in
the State of New York; PROVIDED THAT, with respect to the perfection, effect of
perfection or non-perfection, or priority of any security interest in the
Collateral, "UCC" shall mean the applicable jurisdiction whose law governs such
perfection, non-perfection or priority.

                                        9


     "UNITED STATES", except as otherwise provided in or pursuant to the Funding
Note Indenture or the Funding Note Certificate, means the United States of
America (including the states thereof and the District of Columbia), its
territories and possessions and other areas subject to its jurisdiction.

     "UNITED STATES DOLLARS", "U.S. DOLLARS" or "$" means lawful currency of the
United States.

     SECTION 1.2    INTERPRETATION. For all purposes of the Funding Note
Indenture except as otherwise expressly provided or unless the context otherwise
requires:

          (a)  the terms defined in this Article shall have the meanings
               ascribed to them in this Article and shall include the plural as
               well as the singular;

          (b)  all accounting terms used and not expressly defined shall have
               the meanings given to them in accordance with United States
               generally accepted accounting principles, and the term "generally
               accepted accounting principles" shall mean such accounting
               principles which are generally accepted at the date or time of
               any computation or at the date of the Funding Note Indenture;

          (c)  references to Exhibits, Articles, Sections, paragraphs,
               subparagraphs and clauses shall be construed as references to the
               Exhibits, Articles, Sections, paragraphs, subparagraphs and
               clauses of the Funding Note Indenture;

          (d)  the words "include", "includes" and "including" shall be
               construed to be followed by the words "without limitation"; and

          (e)  Article and Section headings are for the convenience of the
               reader and shall not be considered in interpreting the Funding
               Note Indenture or the intent of the parties.

                                    ARTICLE 2
                                THE FUNDING NOTE

     SECTION 2.1    AMOUNT UNLIMITED. The aggregate principal amount of the
Funding Note that may be authenticated and delivered under the Funding Note
Indenture is unlimited.

     SECTION 2.2    STATUS OF FUNDING NOTE. The Funding Note constitutes a
direct, unconditional, unsubordinated and secured non-recourse obligation of
Global Funding.

     SECTION 2.3    FORMS GENERALLY.

          (a)  The Funding Note Certificates, shall be in, or substantially in,
               the form set forth in Exhibit A-1 and Exhibit A-2, attached
               hereto, as applicable, in each case with such appropriate
               insertions, omissions, substitutions and other variations as are
               required or permitted by the Funding Note Indenture or as may in
               Global Funding's judgment be necessary,

                                       10


               appropriate or convenient to permit the Funding Note to be issued
               and sold, or to comply, or facilitate compliance, with applicable
               laws, and may have such letters, numbers or other marks of
               identification and such legends or endorsements placed thereon as
               may be required to comply with the rules of any securities
               exchange on which the Funding Note may be listed, or as may,
               consistently herewith, be determined by the Responsible Officer
               of Global Funding executing such Funding Note Certificate, with
               the approval of the Funding Note Indenture Trustee, as evidenced
               by his or her execution thereof.

          (b)  The Funding Note Certificate may be printed, lithographed,
               engraved, typewritten, photocopied or otherwise produced in any
               manner as the Responsible Officer of Global Funding executing
               such Funding Note may determine.

          (c)  The terms and provisions contained in the Funding Note
               Certificate and in any Supplemental Funding Note Indenture shall
               constitute, and are expressly made, a part of the Funding Note
               Indenture and, to the extent applicable, Global Funding and the
               Funding Note Indenture Trustee, by their execution and delivery
               of the Funding Note Indenture, expressly agree to such terms and
               provisions and to be bound thereby.

     SECTION 2.4    CURRENCY; DENOMINATIONS.

          (a)  Unless otherwise specified in the Funding Note Certificate or in
               any Supplemental Funding Note Indenture, the Funding Note will be
               denominated in, and payments of principal of, premium and
               interest on, and Additional Amounts in respect to, the Funding
               Note will be made in, U.S. dollars. The currency in which the
               Funding Note is denominated (or, if such currency is no longer
               legal tender for the payment of public and private debts in the
               country issuing such currency or, in the case of Euro, in the
               member states of the European Union that have adopted the single
               currency in accordance with the Treaty establishing the European
               Community, as amended by the Treaty on European Union, such
               currency which is then such legal tender) is in the Funding Note
               Indenture referred to as the "SPECIFIED CURRENCY".

          (b)  Global Funding appoints the Funding Note Indenture Trustee as
               Exchange Rate Agent with respect to the Funding Note and the
               Funding Note Indenture Trustee accepts such appointment.

          (c)  If the Specified Currency for a Foreign Currency Funding Note is
               not available for any required payment of principal, premium, if
               any, and/or interest, if any, due to the imposition of exchange
               controls or other circumstances beyond the control of Global
               Funding, Global Funding will be entitled to satisfy the
               obligations to the registered holders of such Foreign Currency
               Funding Note by making payments in United States

                                       11


               dollars on the basis of the Market Exchange Rate, computed by the
               Exchange Rate Agent as described above, on the second business
               day prior to the particular payment or, if the Market Exchange
               Rate is not then available, on the basis of the most recently
               available market exchange rate.

          (d)  Unless otherwise specified in the Funding Note Certificate or in
               a Supplemental Funding Note Indenture, the Funding Note shall be
               issued in minimum denominations of $1,000 and integral multiples
               of $1,000 in excess thereof or equivalent denominations in other
               currencies.

          (e)  Global Funding may (if so specified in the Funding Note
               Certificate or Supplemental Funding Note Indenture) without the
               consent of the Holder of the Funding Note, redenominate the
               Funding Note on or after the date on which the member state of
               the European Union in whose national currency the Funding Note is
               denominated has become a participant member in the third stage of
               the European economic and monetary union as more fully set out in
               the Funding Note Certificate or Supplemental Funding Note
               Indenture.

          (f)  Unless otherwise specified in the Funding Note Certificate or
               Supplemental Funding Note Indenture, Global Funding shall not
               sell a Foreign Currency Funding Note in, or to residents of, the
               country issuing the Specified Currency.

     SECTION 2.5    EXECUTION, AUTHENTICATION, DELIVERY AND DATE.

          (a)  The Funding Note Certificate shall be executed on behalf of
               Global Funding by any Responsible Officer of the Delaware
               Trustee. The signature of any Responsible Officer of the Delaware
               Trustee may be manual, in facsimile form, imprinted or otherwise
               reproduced and may, but need not, be attested.

          (b)  The Funding Note Certificate bearing the signature of a Person
               who was at any time a Responsible Officer of the Delaware Trustee
               shall bind Global Funding, notwithstanding that such Person has
               ceased to hold such office prior to the authentication and
               delivery of such Funding Note Certificate or did not hold such
               office at the date of such Funding Note Certificate.

          (c)  At any time, and from time to time, after the execution and
               delivery of the Funding Note Indenture, Global Funding may
               deliver the Funding Note Certificate executed by or on behalf of
               Global Funding to the Funding Note Indenture Trustee for
               authentication, and the Funding Note Indenture Trustee shall
               thereupon authenticate and deliver such Funding Note Certificate
               as provided in the Funding Note Indenture and not otherwise.

          (d)  The Funding Note Indenture Trustee shall have the right to
               decline to authenticate and deliver the Funding Note Certificate
               under this Section if the Funding Note Indenture Trustee has
               obtained an Opinion of Counsel

                                       12


               reasonably acceptable to Global Funding, to the effect that the
               issuance of the Funding Note will adversely affect the Funding
               Note Indenture Trustee's own rights, duties or immunities under
               the Funding Note Indenture.

          (e)  The Funding Note Certificate shall be dated the date of its
               authentication.

          (f)  The Funding Note shall not be entitled to any benefit under the
               Funding Note Indenture or be valid or obligatory for any purpose,
               unless there appears on the Funding Note Certificate representing
               such Funding Note a certificate of authentication substantially
               in the form attached as Exhibit B executed by the Funding Note
               Indenture Trustee by manual signature of one of its authorized
               signatories. Such certificate upon the Funding Note Certificate
               shall be conclusive evidence, and the only evidence, that such
               Funding Note Certificate has been duly authenticated and
               delivered under the Funding Note Indenture.

     SECTION 2.6    REGISTRATION, TRANSFER AND EXCHANGE.

          (a)  The Funding Note Indenture Trustee will serve initially as
               registrar (in such capacity, and together with any successor
               registrar, the "FUNDING NOTE REGISTRAR") for the Funding Note. In
               such capacity, the Funding Note Indenture Trustee will cause to
               be kept at the Corporate Trust Office of the Funding Note
               Indenture Trustee a register (the "FUNDING NOTE REGISTER") in
               which, subject to such reasonable regulations as it may
               prescribe, the Funding Note Indenture Trustee will provide for
               the registration of the Funding Note and of transfers of the
               Funding Note. The Funding Note Register shall be in written form
               in the English language or in any other form capable of being
               converted into such form within a reasonable time.

          (b)  Upon surrender of the Funding Note Certificate for registration
               of transfer of the Funding Note represented thereby, together
               with the form of transfer endorsed thereon duly completed and
               executed, at the designated office of the Funding Note Registrar
               or of any applicable transfer agent, each as provided in the
               Funding Note Certificate or Supplemental Funding Note Indenture,
               the Delaware Trustee, on behalf of Global Funding shall execute,
               and the Funding Note Indenture Trustee shall authenticate and
               deliver, in the name of the designated transferee or transferees,
               a new Funding Note Certificate of any authorized denomination
               representing an aggregate principal amount equal to the aggregate
               principal amount of the Funding Note represented by such Funding
               Note Certificate surrendered for registration of transfer.

          (c)  [At the option of the applicable Holder, the Funding Note
               Certificate may be exchanged for one or more new Funding Note
               Certificates, representing one or more Funding Notes in an
               aggregate principal amount equal to the

                                       13


               aggregate principal amount of the Funding Notes represented by
               the Funding Note Certificate duly presented for exchange. The
               Funding Note Certificate to be exchanged shall be surrendered at
               the designated office of the Funding Note Registrar or of any
               applicable transfer agent, each as provided in the Funding Note
               Certificate or Supplemental Funding Note Indenture. Whenever the
               Funding Note Certificate is so surrendered for exchange, the
               Delaware Trustee, on behalf of Global Funding shall execute, and
               the Funding Note Indenture Trustee shall authenticate and
               deliver, the Funding Note Certificate or Funding Note
               Certificates which the applicable Holder is entitled to receive,
               bearing numbers, letters or other designating marks not
               contemporaneously outstanding.]

          (d)  Each Funding Note Certificate executed, authenticated and
               delivered upon any transfer or exchange shall be a valid
               obligation of Global Funding, evidencing the same debt, and
               entitled to the same benefits under the Funding Note Indenture,
               as the Funding Note Certificate surrendered in connection with
               any such transfer or exchange. Upon surrender, transfer or
               exchange of the Funding Note Certificate pursuant to this Section
               2.6, each new Funding Note Certificate will, within three
               Business Days of the receipt of the applicable form of transfer
               or the applicable surrender, as the case may be, be delivered to
               the designated office of the Funding Note Registrar or of any
               applicable transfer agent, each as provided in the Funding Note
               Certificate or Supplemental Funding Note Indenture, or mailed at
               the risk of the Person entitled to such Funding Note Certificate
               to such address as may be specified in the form of transfer or in
               written instructions of the applicable Holder upon surrender for
               exchange.

          (e)  A Funding Note Certificate presented or surrendered in connection
               with a transfer or exchange shall (if so required by Global
               Funding or the Funding Note Indenture Trustee) be duly endorsed,
               or be accompanied by a written instrument of transfer in form
               satisfactory to Global Funding and the Funding Note Indenture
               Trustee duly executed by, the applicable Holder or his attorney
               duly authorized in writing.

          (f)  No service charge shall be made in connection with any transfer
               of the Funding Note or exchange of Funding Note Certificate, but
               Global Funding or the Funding Note Indenture Trustee may require
               payment of a sum sufficient to cover any tax or other
               governmental charge that may be imposed in connection with a
               transfer of the Funding Note or exchange of the Funding Note
               Certificate.

          (g)  Except as otherwise provided in or pursuant to the Funding Note
               Indenture, Global Funding and the Funding Note Indenture Trustee
               shall not be required to (i) upon presentation or surrender of a
               Funding Note Certificate in connection with any transfer or
               exchange during a period beginning at the opening of business 15
               days before the day of the selection for redemption of the
               Funding Note under Section 3.1 and

                                       14


               ending at the close of business on the day of such selection,
               exchange a Funding Note Certificate representing the Funding Note
               selected for redemption, register the transfer of such Funding
               Note, or portion thereof, except in the case of a Funding Note to
               be redeemed in part, with respect to the portion of such Funding
               Note not to be redeemed, or (ii) exchange a Funding Note
               Certificate representing the Funding Note the Holder or Holders
               of which shall have exercised the option pursuant to Section 3.2
               to require Global Funding to repay such Funding Note prior to its
               Stated Maturity Date or register the transfer of such Funding
               Note except, in the case of the Funding Note to be repaid in
               part, with respect to the portion of such Funding Note not to be
               repaid.

     SECTION 2.7    MUTILATED, DESTROYED, LOST OR STOLEN FUNDING NOTE
                    CERTIFICATES.

          (a)  If (i) a mutilated Funding Note Certificate is surrendered to the
               Funding Note Indenture Trustee or Global Funding, or the Funding
               Note Indenture Trustee and Global Funding receive evidence to
               their satisfaction of the destruction, loss or theft of the
               Funding Note Certificate, and (ii) there is delivered to Global
               Funding and the Funding Note Indenture Trustee such security or
               indemnity as may be required by them to save each of them
               harmless, then, in the absence of notice to Global Funding or the
               Funding Note Indenture Trustee that such Funding Note Certificate
               has been acquired by a protected purchaser, Global Funding shall
               execute and upon its request the Funding Note Indenture Trustee
               shall authenticate and deliver, in exchange for or in lieu of any
               such mutilated, destroyed, lost or stolen Funding Note
               Certificate, a new Funding Note Certificate representing a
               Funding Note of like tenor and principal amount, bearing a number
               not contemporaneously outstanding.

          (b)  If the Funding Note represented by any such mutilated or
               apparently destroyed, lost or stolen Funding Note Certificate has
               become or is about to become due and payable, Global Funding in
               its discretion may, instead of issuing a new Funding Note
               Certificate, pay such amounts in respect of the Funding Note
               represented by such Funding Note Certificate.

          (c)  Upon the execution, authentication and delivery of the new
               Funding Note Certificate under this Section, the Funding Note
               Indenture Trustee or Global Funding may require the Holder to pay
               a sum sufficient to cover any tax or other governmental charge
               that may be imposed in relation thereto and any other expenses
               (including the fees and expenses of the Funding Note Indenture
               Trustee) connected therewith.

          (d)  The Funding Note represented by the Funding Note Certificate
               executed, authenticated and delivered pursuant to this Section in
               lieu of any apparently destroyed, lost or stolen Funding Note
               Certificate shall constitute an original additional contractual
               obligation of Global Funding, whether or not any obligation with
               respect to the Funding Note

                                       15


               represented by the apparently destroyed, lost or stolen Funding
               Note Certificate shall be at any time enforceable by any Person,
               and shall be entitled to all of the benefits of the Funding Note
               Indenture equally and proportionately with the Funding Note duly
               issued under the Funding Note Indenture.

          (e)  The provisions of this Section are exclusive with respect to the
               replacement of any mutilated or apparently destroyed, lost or
               stolen Funding Note Certificate or the payment of the Funding
               Note represented thereby and shall preclude all other rights and
               remedies with respect to the replacement of any mutilated or
               apparently destroyed, lost or stolen Funding Note Certificate or
               the payment of the Funding Note represented thereby.

     SECTION 2.8    INTEREST RECORD DATES.

          (a)  Interest on and Additional Amounts with respect to the Funding
               Note which is payable, on any interest payment date specified in
               the Funding Note Certificate or in any Supplemental Funding Note
               Indenture (each such date, an "INTEREST PAYMENT DATE") shall be
               paid to the Holder of such Funding Note at the close of business
               on the date specified as the regular interest record date in the
               Funding Note Certificate or Supplemental Funding Note Indenture
               (the "REGULAR INTEREST RECORD DATE") or, if no such date is
               specified, the date that is 15 calendar days preceding such
               Interest Payment Date.

          (b)  Unless otherwise provided in the Funding Note Certificate or in
               any Supplemental Funding Note Indenture, any interest on, and any
               Additional Amounts with respect to, the Funding Note which is
               payable, but is not punctually paid or duly provided for, on any
               Interest Payment Date specified in the Funding Note Certificates
               or Supplemental Funding Note Indenture (the "DEFAULTED INTEREST")
               shall forthwith cease to be payable to the Holder of such Funding
               Note on the relevant Regular Interest Record Date by virtue of
               having been such Holder, and such Defaulted Interest shall be
               paid by Global Funding to the Holder of such Funding Note at the
               close of business on a special record date (the "SPECIAL INTEREST
               RECORD DATE") established by Global Funding by notice to each
               applicable Holder and the Funding Note Indenture Trustee in
               accordance with Section 13.4, which Special Interest Record Date
               shall be not more than 15 nor less than 10 days prior to the date
               of the proposed payment of Defaulted Interest and not less than
               10 days after the receipt by the Funding Note Indenture Trustee
               of the notice of the proposed payment of Defaulted Interest.

     SECTION 2.9    CANCELLATION.

          (a)  The Funding Note shall be cancelled immediately upon the transfer
               by Global Funding to, or as directed by, the Issuing Trust of
               each funding

                                       16


               agreement identified on Annex A to the Series Instrument, and
               such cancellation shall operate as a redemption of, and
               satisfaction of indebtedness represented by, the Funding Note.

          (b)  A Funding Note Certificate surrendered for exchange or in
               connection with any payment, redemption, transfer of the Funding
               Note represented thereby shall be delivered to the Funding Note
               Indenture Trustee and, if not already cancelled, shall be
               promptly cancelled by it. Global Funding may at any time deliver
               to the Funding Note Indenture Trustee for cancellation the
               Funding Note Certificate previously authenticated and delivered
               under the Funding Note Indenture which Global Funding may have
               acquired in any manner whatsoever, and each Funding Note
               Certificate so delivered shall be promptly cancelled by the
               Funding Note Indenture Trustee. No Funding Note Certificates
               shall be authenticated in lieu of or in exchange for the Funding
               Note Certificate cancelled as provided in this Section, except as
               expressly permitted by the Funding Note Indenture. The Funding
               Note Indenture Trustee shall destroy the cancelled Funding Note
               Certificate held by it and deliver a certificate of destruction
               to Global Funding. If Global Funding shall acquire the Funding
               Note, such acquisition shall not operate as a redemption or
               satisfaction of the indebtedness represented by such Funding Note
               unless and until the Funding Note Certificate representing such
               Funding Note is delivered to the Funding Note Indenture Trustee
               for cancellation.

     SECTION 2.10   WITHHOLDING TAX. All amounts due in respect of the Funding
Note will be made without withholding or deduction for or on account of any
present or future taxes, duties, levies, assessments or other governmental
charges of whatever nature imposed or levied by or on behalf of any governmental
authority in the United States having the power to tax payments on the Funding
Note unless the withholding or deduction is required by law. Unless otherwise
specified in the Funding Note Certificate, Global Funding will not pay any
Additional Amounts to the Holders of the Funding Note in the event that any
withholding or deduction is so required by law, regulation or official
interpretation thereof, and the imposition of a requirement to make any such
withholding or deduction will not give rise to any independent right or
obligation to redeem or repay the Funding Note and shall not constitute an Event
of Default.

                                       17


     SECTION 2.11   TAX TREATMENT. The parties agree, and each Holder and
beneficial owner of the Funding Note by purchasing the Funding Note agrees, for
all United States Federal, state and local income and franchise tax purposes (i)
to treat the Funding Note as indebtedness of the Funding Agreement Provider,
(ii) Global Funding and Global Funding will be ignored and will not be treated
as an association or a publicly traded partnership taxable as a corporation and
(iii) to not take any action inconsistent with the treatment described in (i)
and (ii) unless otherwise required by law.

                                    ARTICLE 3
       REDEMPTION, REPAYMENT AND REPURCHASE OF FUNDING NOTE; SINKING FUNDS

     SECTION 3.1    REDEMPTION OF FUNDING NOTE.

          (a)  Redemption of the Funding Note by Global Funding as permitted or
               required by the Funding Note Indenture and the Funding Note
               Certificate will be made in accordance with the terms of the
               Funding Note and (except as otherwise provided in the Funding
               Note Indenture or pursuant to the Funding Note Indenture) this
               Section.

          (b)  If any Initial Redemption Date is specified in the Funding Note
               Certificate, Global Funding may redeem the Funding Note prior to
               the Stated Maturity Date at its option, on, or on any Business
               Day after, the Initial Redemption Date in whole or from time to
               time in part in increments of $1,000 or any other integral
               multiple of an authorized denomination of the Funding Note at the
               applicable Redemption Price together with any unpaid interest
               accrued thereon, any Additional Amounts and other amounts payable
               with respect thereto, as of the Redemption Date.

          (c)  If (i) Global Funding is required at any time to pay Additional
               Amounts or if Global Funding is obligated to withhold or deduct
               any United States taxes with respect to any payment under the
               Funding Note, as set forth in the Funding Note Certificate, or if
               there is a material probability that Global Funding will become
               obligated to withhold or deduct any such United States taxes or
               otherwise pay Additional Amounts (in the opinion of independent
               legal counsel selected by the Funding Agreement Provider), in
               each case pursuant to any change in or amendment to any United
               States tax laws (or any regulations or rulings thereunder) or any
               change in position of the Internal Revenue Service regarding the
               application or interpretation thereof (including, but not limited
               to, the Funding Agreement Provider's or Global Funding's receipt
               of a written adjustment from the Internal Revenue Service in
               connection with an audit) (a "TAX EVENT"), and (ii) the Funding
               Agreement Provider, pursuant to the terms of the relevant Funding
               Agreement, has delivered to the Owner notice that the Funding
               Agreement Provider intends to terminate the relevant Funding
               Agreement pursuant to the terms of such Funding Agreement, then
               Global Funding will redeem the Funding Note on the

                                       18


               Redemption Date at the Redemption Price together with any unpaid
               interest accrued thereon, any Additional Amounts and other
               amounts payable with respect thereto, as of the Redemption Date.

          (d)  Unless a shorter notice shall be satisfactory to the Funding Note
               Indenture Trustee, Global Funding shall provide to the Funding
               Note Indenture Trustee a notice of redemption of the Funding Note
               (i) in case of any redemption at the election of Global Funding,
               not more than 60 days nor less than 35 days prior to the
               Redemption Date and (ii) in case of any mandatory redemption
               pursuant to Section 3.1(c), at least 75 days prior to the
               Redemption Date.

          (e)  Unless otherwise specified in the Funding Note Indenture or the
               Funding Note Certificate Global Funding shall give a notice of
               redemption to the Holder of the Funding Note to be redeemed at
               Global Funding's option (i) in case of any redemption at the
               election of Global Funding, not more than 60 nor less than 30
               days prior to the Redemption Date and (ii) in case of any
               mandatory redemption pursuant to Section 3.1(c), not more than 75
               days nor less than 30 days prior to the Redemption Date;
               PROVIDED, that in the case of any notice of redemption given
               pursuant to clause (ii) no such notice of redemption may be given
               earlier than 90 days prior to the earliest day on which Global
               Funding would become obligated to pay the applicable Additional
               Amounts were a payment in respect of the Funding Note then due.
               Failure to give such notice to the Holder of the Funding Note
               designated for redemption in whole or in part, or any defect in
               the notice to any such Holder, shall not affect the validity of
               the proceedings for the redemption of any other Note or any
               portion thereof.

     Any notice that is mailed to the Holder of the Funding Note in the manner
provided for in Section 13.4 shall be conclusively presumed to have been duly
given, whether or not such Holder receives the notice.

     All notices of redemption shall state:

               (i)     the Redemption Date,

               (ii)    the Redemption Price or, if not then ascertainable, the
                       manner of calculation thereof,

               (iii)   in case of any redemption at the election of Global
                       Funding, if the Outstanding Funding Note is to be
                       redeemed, the identification (and, in the case of partial
                       redemption, the principal amount) of the Funding Note to
                       be redemmed,

               (iv)    in case the Funding Note is to be redeemed in part only
                       at the election of Global Funding, the notice which
                       relates to such Funding Note shall state that on and
                       after the Redemption Date, upon surrender of the Funding
                       Note Certificate representing such

                                       19


                       Funding Note, the Holder of such Funding Note will
                       receive, without charge, a new Funding Note Certificate
                       representing an authorized denomination of the principal
                       amount of such Funding Note remaining unredeemed,

               (v)     that, on the Redemption Date, the Redemption Price shall
                       become due and payable upon each such Funding Note or
                       portion thereof to be redeemed, and, if applicable, that
                       interest thereon shall cease to accrue on and after the
                       Redemption Date,

               (vi)    the place or places where the Funding Note Certificate
                       representing such Funding Note is to be surrendered for
                       payment of the Redemption Price together with any unpaid
                       interest accrued thereon through the Redemption Date and
                       any Additional Amounts payable with respect thereto,

               (vii)   if applicable, in case of any redemption at the election
                       of Global Funding, that the redemption is for a sinking
                       fund, and

               (viii)  the CUSIP number or any other numbers used to identify
                       such Funding Note.

          (f)  On or prior to any Redemption Date, Global Funding shall deposit,
               with respect to the Funding Note called for redemption pursuant
               to this Section, with the Paying Agent an amount of money in the
               Specified Currency sufficient to pay the Redemption Price of, and
               (except if the Redemption Date shall be an Interest Payment Date,
               unless otherwise specified in the Funding Note Certificate) any
               unpaid interest accrued through the Redemption Date on, and any
               Additional Amounts payable with respect to, such Funding Note or
               portions thereof which are to be redeemed on the Redemption Date.

          (g)  On the Redemption Date, the Funding Note to be redeemed shall,
               become due and payable at the Redemption Price together with any
               unpaid interest accrued through the Redemption Date on, and any
               Additional Amounts payable with respect to, such Funding Note,
               and from and after such date (unless Global Funding shall default
               in the payment of the Redemption Price and any unpaid interest
               accrued on such Funding Note through the Redemption Date) such
               Funding Note shall cease to bear interest. Upon surrender of the
               Funding Note Certificate for redemption of the Funding Note
               represented thereby in accordance with the applicable notice of
               redemption, such Funding Note shall be paid by Global Funding at
               the Redemption Price, together with any unpaid interest accrued
               thereon through the Redemption Date and any Additional Amounts
               payable with respect thereto.

                                       20


          (h)  If the Funding Note called for redemption shall not be so paid
               upon surrender of the Funding Note Certificate for redemption,
               the principal and any premium, until paid, shall bear interest
               from the Redemption Date at the rate specified in the Funding
               Note Certificate.

          (i)  Notwithstanding anything herein to contrary, Global Funding may
               redeem the Funding Note on the Original Issue Date without notice
               at a price equal to the principal amount of the Funding Note (the
               "Immediate Redemption Price"). Global Funding may pay the
               Redemption Price or the Immediate Redemption Price in cash or
               Funding Agreement(s).

     Upon surrender of the Funding Note Certificate for partial redemption of
the Funding Note represented thereby in accordance with this Section, Global
Funding shall execute and the Funding Note Indenture Trustee shall authenticate
and deliver one or more new Funding Note Certificates of any authorized
denomination representing an aggregate principal amount equal to the unredeemed
portion of the applicable Funding Note.

     SECTION 3.2    REPAYMENT AT THE OPTION OF THE HOLDER.

          (a)  If so specified in the Funding Note Certificate, the Holder or
               Holders of the Funding Note may require Global Funding to repay
               the Funding Note prior to the Stated Maturity Date in whole or
               from time to time in part in increments of $1,000 or any other
               integral multiple of an authorized denomination specified in the
               Funding Note Certificate (provided that any remaining principal
               amount thereof shall be at least $1,000 or other minimum
               authorized denomination applicable thereto).

          (b)  A Funding Note which is repayable at the option of the Holder or
               Holders thereof before the Stated Maturity Date shall be repaid
               in accordance with the terms of such Funding Note.

          (c)  The repayment of any principal amount of the Funding Note
               pursuant to any option of the applicable Holder or Holders to
               require repayment of the Funding Note before the Stated Maturity
               Date shall not operate as a payment, redemption or satisfaction
               of the indebtedness represented by such Funding Note unless and
               until Global Funding, at its option, shall deliver or surrender
               each Funding Note Certificate representing such Funding Note to
               the Funding Note Indenture Trustee with a directive that such
               Funding Note Certificate be cancelled.

          (d)  Notwithstanding anything to the contrary contained in this
               Section, in connection with any repayment of the Funding Note,
               Global Funding may arrange for the purchase of the Funding Note
               by an agreement with one or more investment bankers or other
               purchasers to purchase such Funding Note by paying the Holder or
               Holders of such Funding Note on or before the close of business
               on the Repayment Date an amount not less than the Repayment Price
               payable by Global Funding on repayment of such

                                       21


               Funding Note, and the obligation of Global Funding to pay the
               Repayment Price of such Funding Note shall be satisfied and
               discharged to the extent such payment is so paid by such
               purchasers.

          (e)  Any exercise of the repayment option will be irrevocable.

     SECTION 3.3    REPURCHASE OF FUNDING NOTE.

     (a)  Global Funding may purchase the Funding Note in the open market or
otherwise at any time, and from time to time, with the prior written consent of
the Funding Agreement Provider as to both the making of such purchase and the
purchase price to be paid for such Funding Note.

     (b)  If the Funding Agreement Provider, in its sole discretion, consents to
such purchase of the Funding Note by Global Funding, the parties to the Funding
Note Indenture agree to take such actions as may be necessary or desirable to
effect the prepayment of such portion, or the entirety, of the current Principal
Amount, under each applicable Funding Agreement as may be necessary to provide
for the payment of the purchase price for such Funding Note. Upon such payment,
the Principal Amount under each Funding Agreement shall be reduced (i) if the
Funding Note bear interest at fixed or floating rates, by an amount equal to the
aggregate principal amount of the Funding Note so purchased (or the portion
thereof applicable to such Funding Agreement) and (ii) if the Funding Note does
not bear interest at fixed or floating rates, by an amount to be agreed between
Global Funding and the Funding Agreement Provider to reflect such prepayment
under the Funding Agreement(s).

     (c)  The parties acknowledge and agree that (i) notwithstanding anything to
the contrary in the Funding Note Indenture, any repurchase of the Funding Note
in compliance with this Section 3.3 shall not violate any provision of the
Funding Note Indenture or the Trust Agreement and (ii) no Opinion of Counsel,
Trust Certificate or any other document or instrument shall be required to be
provided in connection with any repurchase of the Funding Note pursuant to this
Section 3.3.

     (d)  If applicable, Global Funding will comply with the requirements of
Section 14(e) of the Exchange Act, and the rules promulgated thereunder, and any
other applicable securities laws or regulations in connection with any
repurchase pursuant to this Section 3.3.

     SECTION 3.4    SINKING FUNDS.

     Unless otherwise provided in the Funding Note Certificate, the Funding Note
will not be subject to, or entitled to the benefit of, any sinking fund.

                                    ARTICLE 4
            PAYMENTS; PAYING AGENTS AND CALCULATION AGENT; COVENANTS

     SECTION 4.1    PAYMENT OF PRINCIPAL AND INTEREST.

          (a)  Global Funding will duly and punctually pay or cause to be paid
               the principal of, any premium and interest on, and any Additional
               Amounts

                                       22


               with respect to, the Funding Note, in accordance with the terms
               of the Funding Note and the Funding Note Indenture.

          (b)  Unless otherwise specified in the Funding Note Certificate, upon
               the receipt of the funds necessary therefor, the applicable
               Paying Agent shall duly and punctually make payments, payable on
               the Maturity Date, of principal in respect of, any premium and
               interest on, and any Additional Amounts payable with respect to,
               the Funding Note in immediately available funds against
               presentation and surrender of the applicable Funding Note
               Certificate (and in the case of any repayment of the Funding Note
               pursuant to Section 3.2, upon submission of a duly completed
               election form at an office or agency of such Paying Agent
               maintained for such purpose pursuant to Section 4.2). The
               applicable Paying Agent (unless such Paying Agent is the Funding
               Note Indenture Trustee) shall promptly forward the Funding Note
               Certificate surrendered to it in connection with any payment
               pursuant to this Section for cancellation in accordance with
               Section 2.9. Unless otherwise specified in the Funding Note
               Certificate, upon the receipt of the funds necessary therefor,
               the applicable Paying Agent shall duly and punctually make
               payments of principal of, any premium and interest on, and any
               Additional Amounts in respect of, the Funding Note payable on any
               date other than the Maturity Date by check mailed to the Holder
               (or to the first named of joint Holders) of such Funding Note at
               the close of business on the Regular Interest Record Date or
               Special Interest Record Date, as the case may be, at its address
               appearing in the applicable Funding Note Register.
               Notwithstanding the foregoing, the applicable Paying Agent shall
               make payments of principal, any interest, any premium, and any
               Additional Amounts on any date other than the Maturity Date to
               each Holder entitled thereto (or to the first named of joint
               Holders) at the close of business on the applicable Regular
               Interest Record Date or Special Interest Record Date, as the case
               may be, of $10,000,000 (or, if the Specified Currency is other
               than United States dollars, the equivalent thereof in the
               particular Specified Currency) or more in aggregate principal
               amount of the Funding Note by wire transfer of immediately
               available funds if the applicable Holder has delivered
               appropriate wire transfer instructions in writing to the
               applicable Paying Agent not less than 15 days prior to the date
               on which the applicable payment of principal, interest, premium
               or Additional Amounts is scheduled to be made. Any wire transfer
               instructions received by the applicable Paying Agent shall remain
               in effect until revoked by the applicable Holder.

          (c)  Unless otherwise specified in the Funding Note Certificate,
               Global Funding shall be obligated to make, or cause to be made,
               payments of principal of, any premium and interest on, and any
               Additional Amounts with respect to, a Foreign Currency Note in
               the Specified Currency. Any amounts so payable by Global Funding
               in the Specified Currency will be converted by the Exchange Rate
               Agent into United States dollars for

                                       23


               payment to the Holder or Holders thereof unless otherwise
               specified in the Funding Note Certificate or a Holder elects to
               receive such amounts in the Specified Currency as provided below.

          (d)  Any United States dollar amount to be received by the Holder or
               Holders of a Foreign Currency Funding Note will be based on the
               highest bid quotation in The City of New York received by the
               Exchange Rate Agent at approximately 11:00 a.m. (New York City
               time) on the second Business Day preceding the applicable payment
               date from three recognized foreign exchange dealers (one of whom
               may be the Exchange Rate Agent) selected by the Exchange Rate
               Agent and approved by Global Funding for the purchase by the
               quoting dealer of the Specified Currency for United States
               dollars for settlement on that payment date in the aggregate
               amount of the Specified Currency payable to all Holder or Holders
               of a Foreign Currency Funding Note scheduled to receive United
               States dollar payments and at which the applicable dealer commits
               to execute a contract. All currency exchange costs will be borne
               by the relevant Holder or Holders of a Foreign Currency Funding
               Note by deductions from any payments. If three bid quotations are
               not available, payments will be made in the Specified Currency.

          (e)  Holders of a Foreign Currency Funding Note may elect to receive
               all or a specified portion of any payment of principal and/or any
               interest, premium and Additional Amounts in the Specified
               Currency by submitting a written request to the Funding Note
               Indenture Trustee at its Corporate Trust Office in The City of
               New York on or prior to the applicable Regular Interest Record
               Date or Special Interest Record Date or at least 15 calendar days
               prior to the Maturity Date, as the case may be. Such written
               request may be mailed or hand delivered or sent by cable, telex
               or other form of facsimile transmission. Such election will
               remain in effect until revoked by written notice delivered to the
               Funding Note Indenture Trustee on or prior to the applicable
               Regular Interest Record Date or Special Interest Record Date or
               at least 15 calendar days prior to the Maturity Date, as the case
               may be.

          (f)  If the Specified Currency for a Foreign Currency Funding Note is
               not available for any required payment of principal and/or any
               interest, premium and Additional Amounts due to the imposition of
               exchange controls or other circumstances beyond Global Funding's
               control, Global Funding will be entitled to satisfy its
               obligations with respect to such Foreign Currency Funding Note by
               making payments in United States dollars on the basis of the
               Market Exchange Rate, computed by the Exchange Rate Agent as
               described above, on the second Business Day prior to the
               particular payment or, if the Market Exchange Rate is not then
               available, on the basis of the most recently available Market
               Exchange Rate.

                                       24


          (g)  All determinations made by the Exchange Rate Agent shall be at
               its sole discretion and shall, in the absence of manifest error,
               be conclusive for all purposes and binding on the Holder or
               Holders of a Foreign Currency Funding Note.

     SECTION 4.2    OFFICES FOR PAYMENTS, ETC. So long as the Funding Note
remains Outstanding, Global Funding will maintain in New York and in any other
city that may be required by any stock exchange on which the Funding Note may be
listed, and in any city specified in the Funding Note Certificate the following:
(i) an office or agency where the Funding Note may be presented for payment,
(ii) an office or agency where the Funding Note may be presented for
registration of transfer and for exchange as provided in the Funding Note
Indenture and (iii) an office or agency where notices and demands to or upon
Global Funding in respect of the Funding Note or of the Funding Note Indenture
may be served. Global Funding will give to the Funding Note Indenture Trustee
written notice of the location of any such office or agency and of any change of
location thereof. Global Funding initially designates the Corporate Trust Office
of the Funding Note Indenture Trustee as the office or agency for each such
purpose. In case Global Funding shall fail to maintain any such office or agency
or shall fail to give such notice of the location or of any change in the
location thereof, presentations and demands may be made and notices may be
served at the Corporate Trust Office.

     SECTION 4.3    APPOINTMENT TO FILL A VACANCY IN OFFICE OF FUNDING NOTE
INDENTURE TRUSTEE. Global Funding, whenever necessary to avoid or fill a vacancy
in the office of the Funding Note Indenture Trustee, will appoint, in the manner
provided in Section 6.8, a trustee, so that there shall at all times be a
trustee under the Funding Note Indenture.

     SECTION 4.4    PAYING AGENTS.

          (a)  Global Funding appoints the Funding Note Indenture Trustee as
               Paying Agent with respect to the Funding Note and the Funding
               Note Indenture Trustee accepts such appointment. The Funding Note
               Indenture Trustee, in its capacity as Paying Agent, agrees, and,
               whenever Global Funding shall appoint a Paying Agent other than
               the Funding Note Indenture Trustee with respect to the Funding
               Note, Global Funding will cause such Paying Agent to execute and
               deliver to Global Funding and the Funding Note Indenture Trustee
               an instrument in which such Paying Agent shall agree with Global
               Funding and the Funding Note Indenture Trustee, subject to the
               provisions of this Section, that it will:

               (i)     hold all sums received by it as such agent for the
                       payment of the principal of, any premium or interest on,
                       or any Additional Amounts with respect to, the Funding
                       Note (whether such sums have been paid to it by the
                       Funding Agreement Provider, Global Funding or by any
                       other obligor on the Funding Note) in trust for the
                       benefit of each Holder of the Funding Note and will (and
                       will cause each of its agents and Affiliates to) deposit
                       all cash amounts received by it (or such agents or
                       Affiliates, as applicable) that are derived from the
                       Collateral for the benefit of the Holders of the

                                       25


                       Funding Note in a segregated non-interest bearing account
                       maintained or controlled by the Funding Note Indenture
                       Trustee, consistent with the rating of the Outstanding
                       Funding Note;

               (ii)    give the Funding Note Indenture Trustee notice of any
                       failure by Global Funding (or by any other obligor on the
                       Funding Note) to make any payment of the principal of,
                       any premium and interest on, or any Additional Amounts
                       with respect to, the Funding Note when the same shall be
                       due and payable;

               (iii)   pay any such sums so held in trust by it to the Funding
                       Note Indenture Trustee upon the Funding Note Indenture
                       Trustee's written request at any time during the
                       continuance of the failure referred to in clause (ii)
                       above;

               (iv)    in the absence of the failure referred in clause (ii)
                       above, pay any such sums so held in trust by it in
                       accordance with the Funding Note Indenture and the terms
                       of the Funding Note; and

               (v)     comply with all agreements of Paying Agents in, and
                       perform all functions and obligations imposed on Paying
                       Agents by or pursuant to, the Funding Note Indenture and
                       the Funding Note Certificate or Supplemental Funding Note
                       Indenture.

          (b)  Global Funding will, at or prior to 9:30 a.m. (New York City
               time) on each due date of the principal of, any premium and
               interest on, or any Additional Amounts with respect to, the
               Funding Note, deposit or cause to be deposited with the
               applicable Paying Agent a sum sufficient to pay such principal,
               any interest or premium, and any Additional Amounts, and (unless
               such Paying Agent is the Funding Note Indenture Trustee) Global
               Funding will promptly notify the Funding Note Indenture Trustee
               of any failure to take such action.

          (c)  Anything in this Section to the contrary notwithstanding, Global
               Funding may at any time, for the purpose of obtaining a
               satisfaction and discharge of the Funding Note under the Funding
               Note Indenture, pay or cause to be paid to the Funding Note
               Indenture Trustee all sums held in trust by Global Funding or any
               Paying Agent under the Funding Note Indenture, as required by
               this Section, such sums to be held by the Funding Note Indenture
               Trustee upon the terms contained in the Funding Note Indenture;
               PROVIDED, HOWEVER, in order to obtain such satisfaction or
               discharge of the Funding Note, that such sums paid to the Funding
               Note Indenture Trustee must be at least equal to the amounts due
               and owing on the Funding Note, including outstanding principal,
               premium, accrued but unpaid interest and Additional Amounts.

                                       26


          (d)  Anything in this Section to the contrary notwithstanding, the
               agreement to hold sums in trust as provided in this Section are
               subject to the provisions of Sections 11.3 and 11.4.

          (e)  The applicable Paying Agent shall (i) collect all forms from
               Holders of the Funding Note (or from such other Persons as are
               relevant) that are required to exempt payments under the Funding
               Note and/or the related Funding Agreement(s) from United States
               Federal income tax withholding, (ii) withhold and pay over to the
               Internal Revenue Service or other taxing authority with respect
               to payments under the Funding Note any amount of taxes required
               to be withheld by any United States Federal, state or local
               statute, rule or regulation and (iii) forward copies of such
               forms to Global Funding and the Funding Agreement Provider.

          (f)  Each Paying Agent shall forward to Global Funding at least
               monthly a bank statement in its possession with respect to the
               performance of its functions and obligations with respect to the
               Funding Note.

          (g)  Global Funding shall pay the compensation of each Paying Agent at
               such rates as shall be agreed upon in writing by Global Funding
               and the relevant Paying Agent from time to time and shall
               reimburse each Paying Agent for reasonable expenses properly
               incurred by such Paying Agent in connection with the performance
               of its duties upon receipt of such invoices as Global Funding
               shall reasonably require.

          (h)  Subject as provided below, each Paying Agent may at any time
               resign as Paying Agent by giving not less than 60 days' written
               notice to Global Funding and the Funding Note Indenture Trustee
               (unless the Funding Note Indenture Trustee is such Paying Agent)
               of such intention on it part, specifying the date on which its
               resignation shall become effective. Except as provided below,
               Global Funding may remove a Paying Agent by giving not less than
               20 days' written notice specifying such removal and the date when
               it shall become effective. Any such resignation or removal shall
               take effect upon:

               (i)     the appointment by Global Funding of a successor Paying
                       Agent; and

               (ii)    the acceptance of such appointment by such successor
                       Paying Agent,

               PROVIDED that with respect to any Paying Agent who timely
               receives any amount with respect to the Funding Note and fails
               duly to pay any such amounts when due and payable in accordance
               with the terms of the Funding Note Indenture and such Funding
               Note, any such removal will take effect immediately upon such
               appointment of, and acceptance thereof by, a successor Paying
               Agent approved by the Funding Note Indenture

                                       27


               Trustee (unless the Funding Note Indenture Trustee is such Paying
               Agent), in which event notice of such appointment shall be given
               to each Holder of the Funding Note as soon as practicable
               thereafter. Global Funding agrees with each Paying Agent that if,
               by the day falling 10 days before the expiration of any notice
               given pursuant to this Section 4.4(i), Global Funding has not
               appointed a replacement Paying Agent, then the Paying Agent shall
               be entitled, on behalf of Global Funding, to appoint in its place
               a reputable financial institution of good standing reasonably
               acceptable to Global Funding and the Funding Note Indenture
               Trustee (unless the Funding Note Indenture Trustee is such Paying
               Agent); PROVIDED, HOWEVER, that notwithstanding the foregoing,
               the resignation or removal of the relevant Paying Agent shall not
               be effective unless, upon the expiration of the notice given
               pursuant to this Section 4.5(i), the successor Paying Agent shall
               have accepted its appointment. Upon its resignation or removal
               becoming effective, the retiring Paying Agent shall be entitled
               to the payment of its compensation and reimbursement of all
               expenses incurred by such retiring Paying Agent pursuant to
               Section 4.4(h) up to the effective date of such resignation or
               removal.

          (i)  If at any time a Paying Agent shall resign or be removed, or
               shall become incapable of acting with respect to the Funding
               Note, or shall be adjudged as bankrupt or insolvent, or a
               receiver or liquidator of such Paying Agent or of its property
               shall be appointed, or any public officer shall take charge or
               control of such Paying Agent or its property or affairs for the
               purpose of rehabilitation, conservation or liquidation, then a
               successor Paying Agent shall be appointed by Global Funding by an
               instrument in writing filed with the successor Paying Agent. Upon
               any such appointment of, and the acceptance of such appointment
               by, a successor Paying Agent and (except in cases of removal for
               failure to timely pay any amounts as required by or pursuant to
               the Funding Note Indenture or the Funding Note Certificate or
               Supplemental Funding Note Indenture) the giving of notice to each
               Holder of the Funding Note, the retiring Paying Agent shall cease
               to be Paying Agent under the Funding Note Indenture.

          (j)  Any successor Paying Agent appointed under the Funding Note
               Indenture shall execute and deliver to its predecessor, Global
               Funding and the Funding Note Indenture Trustee (unless the
               Funding Note Indenture Trustee is such Paying Agent) a reasonably
               acceptable instrument accepting such appointment under the
               Funding Note Indenture, and thereupon such successor Paying
               Agent, without any further act, deed or conveyance, shall become
               vested with all the authority, rights, powers, trusts,
               immunities, duties and obligations of such predecessor with like
               effect as if originally named as a Paying Agent under the Funding
               Note Indenture, and such predecessor, upon payment of any amounts
               due pursuant to Section 4.4(h) and unpaid, shall thereupon become
               obliged to transfer and deliver, and such successor Paying Agent
               shall be entitled to

                                       28


               receive, copies of any relevant records maintained by such
               predecessor Paying Agent.

          (k)  Any corporation into which a Paying Agent may be merged or
               converted or with which it may be consolidated or any corporation
               resulting from any merger, conversion or consolidation to which
               such Paying Agent shall be a party, or any corporation succeeding
               to all or substantially all of the paying agency business of such
               Paying Agent shall be a successor Paying Agent under the Funding
               Note Indenture without the execution or filing of any paper or
               any further act on the part of any of the parties, anything in
               the Funding Note Indenture to the contrary notwithstanding. At
               least 30 days' prior notice of any such merger, conversion or
               consolidation shall be given to Global Funding and the Funding
               Note Indenture Trustee (unless the Funding Note Indenture Trustee
               is such Paying Agent).

     SECTION 4.5    CALCULATION AGENT.

          (a)  Global Funding appoints the Funding Note Indenture Trustee as
               Calculation Agent, and the Funding Note Indenture Trustee accepts
               such appointment.

          (b)  The relevant Calculation Agent shall perform all functions and
               obligations imposed on such Calculation Agent by or pursuant to
               the Funding Note Indenture, and the Funding Note Certificate or
               supplemental Funding Note Indenture.

          (c)  Each Calculation Agent, excluding the Funding Note Indenture
               Trustee, shall forward to Global Funding at least monthly a
               report providing details with respect to the performance of its
               functions and obligations with respect to the Funding Note which
               shall include dates and amounts of forthcoming payments with
               respect to the Funding Note.

          (d)  The relevant Calculation Agent shall, upon the request of any
               relevant Holder of the Funding Note, provide the interest rate
               then in effect and, if determined, the interest rate that will
               become effective as a result of a determination made for the next
               succeeding Interest Reset Date with respect to the Funding Note.

          (e)  All determinations of interest by the Calculation Agent shall, in
               the absence of manifest errors, be conclusive for all purposes
               and binding on the Holders of the Funding Note.

          (f)  Global Funding shall pay the compensation of each Calculation
               Agent at such rates as shall be agreed upon in writing by Global
               Funding and the relevant Calculation Agent from time to time and
               shall reimburse each Calculation Agent for reasonable expenses
               properly incurred by such Calculation Agent in connection with
               the performance of its duties upon receipt of such invoices as
               Global Funding shall reasonably require.

                                       29


          (g)  Subject as provided below, each Calculation Agent may at any time
               resign as Calculation Agent by giving not less than 60 days'
               written notice to Global Funding and the Funding Note Indenture
               Trustee (unless the Funding Note Indenture Trustee is such
               Calculation Agent) of such intention on its part, specifying the
               date on which its resignation shall become effective. Except as
               provided below, Global Funding may remove a Calculation Agent by
               giving not less than 20 days' written notice specifying such
               removal and the date when it shall become effective. Any such
               resignation or removal shall take effect upon:

               (i)     the appointment by Global Funding of a successor
                       Calculation Agent; and

               (ii)    the acceptance of such appointment by such successor
                       Calculation Agent,

               PROVIDED that with respect to any Calculation Agent who fails
               duly to establish the interest rate or amount for any Interest
               Reset Period, any such removal will take effect immediately upon
               such appointment of, and acceptance thereof by, a successor
               Calculation Agent approved by the Funding Note Indenture Trustee
               (unless the Funding Note Indenture Trustee is such Calculation
               Agent), in which event notice of such appointment shall be given
               to each Holder of the Funding Note as soon as practicable
               thereafter. Global Funding agrees with each Calculation Agent
               that if, by the day falling 10 days before the expiration of any
               notice given pursuant to this Section 4.5(g), Global Funding has
               not appointed a replacement Calculation Agent, then the
               Calculation Agent shall be entitled, on behalf of Global Funding,
               to appoint in its place a reputable financial institution of good
               standing reasonably acceptable to Global Funding and the Funding
               Note Indenture Trustee (unless the Funding Note Indenture Trustee
               is such Calculation Agent); PROVIDED, HOWEVER, that
               notwithstanding the foregoing, the resignation or removal of the
               relevant Calculation Agent shall not be effective unless, upon
               the expiration of the notice given pursuant to this Section
               4.5(g), the successor Calculation Agent shall have accepted its
               appointment. Upon its resignation or removal becoming effective,
               the retiring Calculation Agent shall be entitled to the payment
               of its compensation and reimbursement of all expenses incurred by
               such retiring Calculation Agent pursuant to Section 4.5(f) up to
               the effective date of such resignation or removal.

          (h)  If at any time a Calculation Agent shall resign or be removed, or
               shall become incapable of acting with respect to the Funding
               Note, or shall be adjudged as bankrupt or insolvent, or a
               receiver or liquidator of such Calculation Agent or of its
               property shall be appointed, or any public officer shall take
               charge or control of such Calculation Agent or its property or
               affairs for the purpose of rehabilitation, conservation or
               liquidation, then a successor Calculation Agent shall be
               appointed by

                                       30


               Global Funding by an instrument in writing filed with the
               successor Calculation Agent. Upon any such appointment of, and
               the acceptance of such appointment by, a successor Calculation
               Agent and (except in cases of removal for failure to establish
               the amount of interest) the giving of notice to each Holder of
               the Funding Note, the retiring Calculation Agent shall cease to
               be Calculation Agent under the Funding Note Indenture.

          (i)  Any successor Calculation Agent appointed under the Funding Note
               Indenture shall execute and deliver to its predecessor, Global
               Funding and the Funding Note Indenture Trustee (unless the
               Funding Note Indenture Trustee is such Calculation Agent) a
               reasonably acceptable instrument, accepting such appointment
               under the Funding Note Indenture, and thereupon such successor
               Calculation Agent, without any further act, deed or conveyance,
               shall become vested with all the authority, rights, powers,
               trusts, immunities, duties and obligations of such predecessor
               with like effect as if originally named as a Calculation Agent
               under the Funding Note Indenture, and such predecessor, upon
               payment of any amounts due pursuant to Section 4.5(f) and unpaid,
               shall thereupon become obliged to transfer and deliver, and such
               successor Calculation Agent shall be entitled to receive, copies
               of any relevant records maintained by such predecessor
               Calculation Agent.

          (j)  Any corporation into which a Calculation Agent may be merged or
               converted or with which it may be consolidated or any corporation
               resulting from any merger, conversion or consolidation to which
               such Calculation Agent shall be a party, or a corporation
               succeeding to all or substantially all of the paying agency
               business of such Calculation Agent shall be a successor
               Calculation Agent under the Funding Note Indenture without the
               execution or filing of any paper or any further act on the part
               of any of the parties hereto, anything in the Funding Note
               Indenture to the contrary notwithstanding. At least 30 days'
               prior notice of any such merger, conversion or consolidation
               shall be given to Global Funding and the Funding Note Indenture
               Trustee (unless the Funding Note Indenture Trustee is such
               Calculation Agent).

     SECTION 4.6    CERTIFICATE TO FUNDING NOTE INDENTURE TRUSTEE. Global
Funding will furnish to the Funding Note Indenture Trustee on or before - in
each year (beginning with -) a brief certificate (which need not comply with
Section 13.5) as to its knowledge of Global Funding's compliance with all
conditions and covenants under the Funding Note Indenture (such compliance to be
determined without regard to any period of grace or requirement of notice
provided under the Funding Note Indenture).

     SECTION 4.7    NEGATIVE COVENANTS. So long as the Funding Note is
Outstanding, Global Funding will not, except as otherwise expressly permitted
under the Funding Note Indenture or under the Trust Agreement:

                                       31


               (i)     sell, transfer, exchange, assign, lease, convey or
                       otherwise dispose of any of its assets (whenever
                       acquired), including, without limitation, any portion of
                       the Collateral securing its Obligations under the Funding
                       Note and the Funding Note Indenture;

               (ii)    engage in any business or activity other than in
                       connection with, or relating to the execution and
                       delivery of, and the performance of its obligations
                       under, the Amended and Restated Trust Agreement, the
                       Funding Note Indenture, the Amended and Restated
                       Administrative Services Agreement, the Distribution
                       Agreement, the Amended and Restated Support Agreement,
                       the Series Instrument, the Closing Instrument and each
                       Funding Agreement; the issuance and sale of the Funding
                       Note pursuant to the Funding Note Indenture; and the
                       transactions contemplated by, and the activities
                       necessary or incidental to, any of the foregoing;

               (iii)   incur, directly or indirectly, any Debt except for the
                       Funding Note or as otherwise contemplated under the
                       Funding Note Indenture or under the Amended and Restated
                       Trust Agreement;

               (iv)    (A) permit the validity or effectiveness of the Funding
                       Note Indenture or the Security Interest securing the
                       Funding Note to be impaired, or permit such Security
                       Interest to be amended, hypothecated, subordinated,
                       terminated or discharged, (B) permit any Person to be
                       released from any covenants or obligations under any
                       Funding Agreement securing the Funding Note, except as
                       expressly permitted thereunder, under the Funding Note
                       Indenture, the Amended and Restated Trust Agreement, or
                       each applicable Funding Agreement, (C) create, incur,
                       assume, or permit any Lien or other encumbrance (other
                       than the Security Interests securing the Funding Note) on
                       any of its properties or assets (whenever acquired), or
                       any interest therein or the proceeds thereof, or (D)
                       permit a lien with respect to the Collateral not to
                       constitute a valid first priority perfected security
                       interest in the Collateral securing the Funding Note;

               (v)     amend, modify or fail to comply with any material
                       provision of the Amended and Restated Trust Agreement,
                       except for any amendment or modification of the Amended
                       and Restated Trust Agreement expressly permitted
                       thereunder or under the Funding Note Indenture or the
                       relevant Funding Agreement(s);

               (vi)    own any subsidiary or lend or advance any funds to, or
                       make any investment in, any Person, except for (A) the
                       investment of any funds of Global Funding in the Funding
                       Note and (B) the investment of any funds of Global
                       Funding held by the Funding Note Indenture Trustee, a
                       Paying Agent, the Delaware Trustee or

                                       32


                       the Global Funding Administrator as provided in the
                       Funding Note Indenture or the Amended and Restated Trust
                       Agreement;

               (vii)   directly or indirectly declare or pay a distribution or
                       make any distribution or other payment, or redeem or
                       otherwise acquire or retire for value any securities
                       other than the Funding Note, PROVIDED that Global Funding
                       may declare or pay a distribution or make any
                       distribution or other payment to the Global Funding Trust
                       Beneficial Owner in compliance with the Amended and
                       Restated Trust Agreement if Global Funding has paid or
                       made provision for the payment of all amounts due to be
                       paid on the Funding Note, and pay all of its debt,
                       liabilities, obligations and expenses, the payment of
                       which is provided for under the Amended and Restated
                       Support Agreement;

               (viii)  become required to register as an "investment company"
                       under and as such term is defined in the Investment
                       Company Act of 1940, as amended;

               (ix)    enter into any transaction of merger or consolidation, or
                       liquidate or dissolve itself (or, to the fullest extent
                       permissible by law, suffer any liquidation or
                       dissolution), or acquire by purchase or otherwise all or
                       substantially all the business or assets of, or any stock
                       or other evidence of beneficial ownership of, any Person;

               (x)     take any action that would cause Global Funding not to be
                       either ignored or treated as a grantor trust for United
                       States Federal income tax purposes;

               (xi)    issue the Funding Note unless the Funding Agreement
                       Provider has affirmed in writing to Global Funding that
                       it has made changes to its books and records to reflect
                       the grant of a security interest in, and the making of an
                       assignment for collateral purposes of, the relevant
                       Funding Agreement(s) by Global Funding to the Funding
                       Note Indenture Trustee in accordance with the terms of
                       such Funding Agreement(s) and the Funding Note Indenture
                       and Global Funding has taken such other steps as may be
                       necessary to cause the Security Interest in or assignment
                       for all collateral purposes of, the Collateral to be
                       perfected for purposes of the UCC or effective against
                       its creditors and subsequent purchasers of the Collateral
                       pursuant to insurance or other state laws;

               (xii)   make any deduction or withholding from any payment of
                       principal of or interest on the Funding Note (other than
                       amounts that may be required to be withheld or deducted
                       from such payments under the Code or any other applicable
                       tax law) by reason of the payment of any taxes levied or
                       assessed upon any portion of the Collateral

                                       33


                       except to the extent specified in the Funding Note
                       Indenture or the Funding Note Certificate or Supplemental
                       Funding Note Indenture;

               (xiii)  have any employees other than the Delaware Trustee and
                       the Global Funding Administrator or any other persons
                       necessary to conduct its business and enter into
                       transactions contemplated under the Funding Note
                       Indenture, the Amended and Restated Trust Agreement, the
                       Amended and Restated Administrative Services Agreement,
                       the Distribution Agreement, the Amended and Restated
                       Support Agreement, the Series Instrument, the Closing
                       Instrument or any Funding Agreement;

               (xiv)   have an interest in any bank account other than the
                       accounts required under the Funding Note Indenture, the
                       Amended and Restated Trust Agreement, the Distribution
                       Agreement or any Funding Agreement and those accounts
                       expressly permitted by the Funding Note Indenture
                       Trustee; PROVIDED that any such further accounts or such
                       interest of Global Funding therein shall be charged or
                       otherwise secured in favor of the Funding Note Indenture
                       Trustee on terms acceptable to the Funding Note Indenture
                       Trustee;

               (xv)    permit any Affiliate, employee or officer of the Funding
                       Agreement Provider or any Agent to be a trustee of Global
                       Funding; or

               (xvi)   commingle any of its assets with any assets of any of
                       Global Funding's Affiliates, or guarantee any obligation
                       of any of Global Funding's Affiliates.

     SECTION 4.8    ADDITIONAL AMOUNTS.

          If the Funding Note Certificate provide for the payment of Additional
Amounts, Global Funding agrees to pay to the Holder of any such Funding Note
Additional Amounts as provided in the Funding Note Certificate. Whenever in the
Funding Note Indenture there is mentioned, in any context, the payment of the
principal of, or interest or premium on, or in respect of, the Funding Note or
the net proceeds received on the sale or exchange of the Funding Note, such
reference shall be deemed to include reference to the payment of Additional
Amounts provided by the terms established by the Funding Note Indenture or
pursuant to the Funding Note Indenture to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
such terms, and express reference to the payment of Additional Amounts in any
provision of the Funding Note Indenture shall not be construed as excluding
Additional Amounts in those provisions hereof where such express reference is
not made.

          If the Funding Note Certificate provides for the payment of Additional
Amounts, the Funding Note Certificate will provide that Global Funding will pay,
or cause to be paid,

                                       34


Additional Amounts to a Holder of the Funding Note to compensate for any
withholding or deduction for or on account of any present or future taxes,
duties, levies, assessments or governmental charges of whatever nature imposed
or levied on payments on the Funding Note by or on behalf of any governmental
authority in the United States having the power to tax, so that the net amount
received by the Holder of the Funding Note, after giving effect to such
withholding or deduction, whether or not currently payable, will equal the
amount that would have been received under the Funding Note were no such
deduction or withholding required; provided that no such Additional Amounts
shall be required for or on account of:

          (a)  any tax, duty, levy, assessment or other governmental charge
               imposed which would not have been imposed but for a Holder or
               beneficial owner of the Funding Note, (i) having any present or
               former connection with the United States, including, without
               limitation, being or having been a citizen or resident thereof,
               or having been present, having been incorporated in, having
               engaged in a trade or business or having (or having had) a
               permanent establishment or principal office therein, (ii) being a
               controlled foreign corporation within the meaning of Section
               957(a) of the Code related within the meaning of Section
               864(d)(4) of the Code, to the Funding Agreement Provider, (iii)
               being a bank for United States Federal income tax purposes whose
               receipt of interest on the Funding Note is described in Section
               881(c)(3)(A) of the Code, (iv) being an actual or constructive
               owner of 10 percent or more of the total combined voting power of
               all classes of stock of the Funding Agreement Provider entitled
               to vote within the meaning of Section 871(h)(3) of the Code and
               Treasury Regulations promulgated thereunder or (v) being subject
               to backup withholding as of the date of the purchase by the
               Holder of the Funding Note;

          (b)  any tax, duty, levy, assessment or other governmental charge
               which would not have been imposed but for the presentation of the
               Funding Note (where presentation is required) for payment on a
               date more than 30 days after the date on which such payment
               becomes due and payable or the date on which payment is duly
               provided for, whichever occurs later;

          (c)  any tax, duty, levy, assessment or other governmental charge
               which is imposed or withheld solely by reason of the failure of
               the beneficial owner or a Holder of the Funding Note to comply
               with certification, identification or information reporting
               requirements concerning the nationality, residence, identity or
               connection with the United States of the beneficial owner or a
               Holder of the Funding Note, if compliance is required by statute,
               by regulation of the United States Treasury Department, judicial
               or administrative interpretation, other law or by an applicable
               income tax treaty to which the United States is a party as a
               condition to exemption from such tax, duty, levy, assessment or
               other governmental charge;

                                       35


          (d)  any inheritance, gift, estate, personal property, sales, transfer
               or similar tax, duty, levy, assessment, or similar governmental
               charge;

          (e)  any tax, duty, levy, assessment or other governmental charge that
               is payable otherwise than by withholding from payments in respect
               of the Funding Note;

          (f)  any tax, duty, levy, assessment or other governmental charge
               imposed by reason of payments on the Funding Note being treated
               as contingent interest described in Section 871(h)(4) of the Code
               for United States Federal income tax purposes provided that such
               treatment was described in the Pricing Supplement;

          (g)  any tax, duty, levy, assessment or other governmental charge that
               would not have been imposed but for an election by the Holder of
               the Funding Note, the effect of which is to make payment in
               respect of the Funding Note subject to United States Federal
               income tax or withholding tax provisions; or

          (h)  any combination of items (a), (b), (c), (d), (e), (f) or (g)
               above.

                                    ARTICLE 5
 REMEDIES OF THE FUNDING NOTE INDENTURE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

     SECTION 5.1    EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY; WAIVER
OF DEFAULT.

          (a)  "EVENT OF DEFAULT" with respect to the Funding Note wherever used
               in the Funding Note Indenture, means each of the following events
               which shall have occurred and be continuing (whatever the reason
               for such Event of Default and whether it shall be voluntary or
               involuntary or be effected by operation of law or pursuant to any
               judgment, decree or order of any court or any order, rule or
               regulation of any administrative or governmental body):

               (i)     default in the payment when due and payable of the
                       principal of, or any premium on, the Funding Note;

               (ii)    default in the payment, when due and payable, of any
                       interest on, or any Additional Amounts with respect to,
                       the Funding Note and continuance of such default for a
                       period of five Business Days;

               (iii)   any "Event of Default", as such term is defined in any
                       Funding Agreement securing the Funding Note, by the
                       Funding Agreement Provider under such Funding Agreement;

               (iv)    Global Funding shall fail to observe or perform any
                       covenant contained in the Funding Note or in the Funding
                       Note Indenture for a period of 30 days after the date on
                       which written notice

                                       36


                       specifying such failure, stating that such notice is a
                       "Notice of Default" under the Funding Note Indenture and
                       demanding that Global Funding remedy the same, shall have
                       been given by registered or certified mail, return
                       receipt requested, to Global Funding by the Funding Note
                       Indenture Trustee, or to Global Funding and the Funding
                       Note Indenture Trustee by the Holder or Holders of at
                       least 25% in aggregate principal amount of the Funding
                       Note Outstanding; or

               (v)     the Funding Note Indenture for any reason shall cease to
                       be in full force and effect or shall be declared null and
                       void, or the Funding Note Indenture Trustee shall fail to
                       have or maintain a validly created and first priority
                       perfected security interest (or the equivalent thereof)
                       in the Collateral; or any Person shall successfully
                       claim, as finally determined by a court of competent
                       jurisdiction that any Lien for the benefit of the Holders
                       of the Funding Note and any other Person for whose
                       benefit the Funding Note Indenture Trustee is or will be
                       holding the Collateral, that the Collateral is void or is
                       junior to any other Lien or that the enforcement thereof
                       is materially limited because of any preference,
                       fraudulent transfer, conveyance or similar law;

               (vi)    an involuntary case or other proceeding shall be
                       commenced against Global Funding seeking liquidation,
                       reorganization or other relief with respect to it or its
                       debts under any bankruptcy, insolvency, reorganization or
                       other similar law or seeking the appointment of a
                       trustee, receiver, liquidator, custodian or other similar
                       official of it or any substantial part of its property,
                       and such involuntary case or other proceeding shall
                       remain undismissed and unstayed for a period of 60 days;
                       or an order for relief shall be entered against Global
                       Funding under the Federal bankruptcy laws as now or
                       hereafter in effect;

               (vii)   Global Funding shall commence a voluntary case or other
                       proceeding seeking liquidation, reorganization or other
                       relief with respect to itself or its debts under any
                       bankruptcy, insolvency, reorganization or other similar
                       law or seeking the appointment of a trustee, receiver,
                       liquidator, custodian or other similar official of it or
                       any substantial part of its property, or shall consent to
                       any such relief or to the appointment of or taking
                       possession by any such official in an involuntary case or
                       other proceeding commenced against it, or shall make a
                       general assignment for the benefit of creditors, or shall
                       fail generally to pay its debts as they become due, or
                       shall take any action to authorize any of the foregoing;
                       or

               (viii)  any other Event of Default provided in any Supplemental
                       Funding Note Indenture or in the Funding Note
                       Certificate.

                                       37


          (b)  If one or more Events of Default shall have occurred and be
               continuing with respect to the Funding Note, then, and in every
               such event, unless the principal of all of the Funding Note shall
               have already become due and payable, either the Funding Note
               Indenture Trustee or the Holder or Holders of not less than 25%
               in aggregate principal amount of the Funding Note Outstanding
               under the Funding Note Indenture by notice in writing to Global
               Funding (and to the Funding Note Indenture Trustee if given by
               such Holder or Holders), may declare the entire principal and
               premium (if any) of the Funding Note, any interest accrued
               thereon, and any Additional Amounts due and owing and any other
               amounts payable with respect thereto, to be due and payable
               immediately, and upon any such declaration the same shall become
               immediately due and payable; PROVIDED that, if any Event of
               Default specified in Section 5.1(a)(vi) or 5.1(a)(vii) occurs
               with respect to Global Funding, or if any Event of Default
               specified in Section 5.1(a)(iii) that would cause any Funding
               Agreement securing the Funding Note to become immediately due and
               payable occurs with respect to the Funding Agreement Provider,
               then without any notice to Global Funding or any other act by the
               Funding Note Indenture Trustee or any Holder of the Funding Note,
               the entire principal and premium (if any) of the Funding Note,
               any interest accrued thereon, and any Additional Amounts due and
               owing, and any other amounts payable with respect thereto, shall
               become immediately due and payable without presentment, demand,
               protest or other notice of any kind, all of which are hereby
               waived by Global Funding.

          (c)  Notwithstanding Section 5.1(b), if at any time after the
               principal and premium of the Funding Note, any interest accrued
               thereon, and any Additional Amounts due and owing and any other
               amounts payable with respect thereto shall have been so declared
               due and payable and before any judgment or decree for the payment
               of the funds due shall have been obtained or entered as provided
               in the Funding Note Indenture, Global Funding shall pay or shall
               deposit with the Funding Note Indenture Trustee a sum sufficient
               to pay all due and payable interest on, and any Additional
               Amounts due and owing and any other amounts payable with respect
               to, the Funding Note and the principal and premium (if any) of
               the Funding Note which shall have become due and payable
               otherwise than by acceleration pursuant to Section 5.1(b) above
               (with interest on such principal and, to the extent that payment
               of such interest is enforceable under applicable law, on any
               overdue interest and any other amounts payable, at the same rate
               as the rate of interest specified in the Funding Note Certificate
               to the date of such payment or deposit) and such amount as shall
               be sufficient to cover reasonable compensation to the Funding
               Note Indenture Trustee and each predecessor Funding Note
               Indenture Trustee, their respective agents, attorneys and
               counsel, and all other expenses and liabilities incurred, and all
               advances made, by the Funding Note Indenture Trustee and each
               predecessor Funding Note Indenture Trustee except as a result of
               negligence or bad faith, and if any and all

                                       38


               Events of Default under the Funding Note Indenture, other than
               the non-payment of the principal of and premium (if any) on the
               Funding Note which shall have become due by acceleration, shall
               have been cured, waived or otherwise remedied as provided in the
               Funding Note Indenture, then and in every such case the Holder
               Representative (as defined in Section 5.8(a) hereof), by written
               notice to Global Funding and to the Funding Note Indenture
               Trustee, may waive all defaults and rescind and annul such
               declaration and its consequences, but no such waiver or
               rescission and annulment shall extend to or shall affect any
               subsequent default or shall impair any right consequent thereon.

     SECTION 5.2    COLLECTION OF INDEBTEDNESS BY FUNDING NOTE INDENTURE
TRUSTEE; FUNDING NOTE INDENTURE TRUSTEE MAY PROVE DEBT.

          (a)  Subject to Section 5.1(c), if any Event of Default contained in
               Section 5.1(a)(i) or (ii) shall have occurred and be continuing,
               Global Funding will, upon demand by the Funding Note Indenture
               Trustee, pay to the Funding Note Indenture Trustee for the
               benefit of each Holder of the Funding Note the whole amount that
               then shall have become due and payable of the principal of, any
               premium and interest on, and any Additional Amounts due and owing
               and any other amounts payable with respect to, the Funding Note
               (with interest to the date of such payment upon the overdue
               principal and, to the extent that payment of such interest is
               enforceable under applicable law, on overdue interest and any
               other amounts payable at the same rate as the rate of interest
               specified in the Funding Note); and in addition thereto, such
               further amount as shall be sufficient to cover the costs and
               expenses of collection, including reasonable compensation to the
               Funding Note Indenture Trustee and each predecessor Funding Note
               Indenture Trustee, their respective agents, attorneys and
               counsel, and any expenses and liabilities incurred, and all
               advances made, by the Funding Note Indenture Trustee and each
               predecessor Funding Note Indenture Trustee except as a result of
               its negligence or bad faith.

          (b)  Until such demand is made by the Funding Note Indenture Trustee,
               Global Funding may pay the principal of, any premium and interest
               on, and any Additional Amounts due and owing and any other
               amounts payable with respect to, the Funding Note to the Holders,
               whether or not the Funding Note be overdue.

          (c)  If Global Funding shall fail to pay such amounts upon such
               demand, the Funding Note Indenture Trustee, in its own name and
               as trustee of an express trust, shall be entitled and empowered
               to institute any action or proceedings at law or in equity for
               the collection of the sums so due and unpaid, and may prosecute
               any such action or proceedings to judgment or final decree, and
               may enforce any such judgment or final decree against Global
               Funding or other obligor upon the Funding Note and collect in the

                                       39


               manner provided by law out of the property of Global Funding or
               other obligor upon the Funding Note, wherever the funds adjudged
               or decreed to be payable are situated. If there shall be pending
               proceedings relative to Global Funding or any other obligor upon
               the Funding Note under Title 11 of the United States Code or any
               other applicable Federal or state bankruptcy, insolvency or other
               similar law, or if a receiver, assignee or trustee in bankruptcy
               or reorganization, liquidator, sequestrator or similar official
               shall have been appointed for or taken possession of Global
               Funding or its property or such other obligor, or in case of any
               other comparable judicial proceedings relative to Global Funding
               or other obligor upon the Funding Note, or to the creditors or
               property of Global Funding or such other obligor, the Funding
               Note Indenture Trustee, irrespective of whether the principal of
               the Funding Note shall then be due and payable as therein
               expressed or by declaration or otherwise and irrespective of
               whether the Funding Note Indenture Trustee shall have made any
               demand pursuant to the provisions of this Section, shall be
               entitled and empowered, by intervention in such proceedings or
               otherwise:

               (i)     to file such proofs of a claim or claims and to file such
                       other papers or documents as may be necessary or
                       advisable in order to have the claims of the Funding Note
                       Indenture Trustee (including any claim for reasonable
                       compensation to the Funding Note Indenture Trustee and
                       each predecessor Funding Note Indenture Trustee, and
                       their respective agents, attorneys and counsel, and for
                       reimbursement of all expenses and liabilities incurred,
                       and all advances made, by the Funding Note Indenture
                       Trustee and each predecessor Funding Note Indenture
                       Trustee, except as those adjudicated in a court of
                       competent jurisdiction to be the result of any such
                       Funding Note Indenture Trustee's negligence or bad faith)
                       and of the Holders allowed in any judicial proceedings
                       relative to Global Funding or other obligor upon the
                       Funding Note, or to the creditors or property of Global
                       Funding or such other obligor,

               (ii)    unless prohibited by applicable law and regulations, to
                       vote on behalf of the Holders of the Funding Note in any
                       election of a trustee or a standby trustee in
                       arrangement, reorganization, liquidation or other
                       bankruptcy or insolvency proceedings or Person performing
                       similar functions in comparable proceedings, and

               (iii)   to collect and receive any funds or other property
                       payable or deliverable on any such claims, and to
                       distribute all amounts received with respect to the
                       claims of each Holder and of the Funding Note Indenture
                       Trustee on each Holder's behalf; and any trustee,
                       receiver, or liquidator, custodian or other similar
                       official is hereby authorized by each Holder to make
                       payments to the

                                       40


                       Funding Note Indenture Trustee, and, in the event that
                       the Funding Note Indenture Trustee shall consent to the
                       making of payments directly to any Holder, to pay to the
                       Funding Note Indenture Trustee such amounts as shall be
                       sufficient to cover reasonable compensation to the
                       Funding Note Indenture Trustee, each predecessor Funding
                       Note Indenture Trustee and their respective agents,
                       attorneys and counsel, and all other expenses and
                       liabilities incurred, and all advances made, by the
                       Funding Note Indenture Trustee and each predecessor
                       Funding Note Indenture Trustee except as those
                       adjudicated in a court of competent jurisdiction to be
                       the result of any such Funding Note Indenture Trustee's
                       negligence or bad faith.

          (d)  Nothing contained in the Funding Note Indenture shall be deemed
               to authorize the Funding Note Indenture Trustee to authorize or
               consent to or vote for or accept or adopt on behalf of any Holder
               any plan or reorganization, arrangement, adjustment or
               composition affecting the Funding Note or the rights of any
               Holder thereof, or to authorize the Funding Note Indenture
               Trustee to vote in respect of the claim of any Holder in any such
               proceeding except, as aforesaid, to vote for the election of a
               trustee in bankruptcy or similar Person.

          (e)  All rights of action and of asserting claims under the Funding
               Note Indenture, or under the Funding Note, may be enforced by the
               Funding Note Indenture Trustee without the possession of the
               Funding Note or the production thereof on any trial or other
               proceedings relative thereto, and any such action or proceedings
               instituted by the Funding Note Indenture Trustee shall be brought
               in its own name as trustee of an express trust, and any recovery
               of judgment, subject to the payment of the expenses,
               disbursements and compensation of the Funding Note Indenture
               Trustee, each predecessor Funding Note Indenture Trustee and
               their respective agents and attorneys, shall be for the ratable
               benefit of each Holder.

          (f)  In any proceedings brought by the Funding Note Indenture Trustee
               (and also any proceedings involving the interpretation of any
               provision of the Funding Note Indenture to which the Funding Note
               Indenture Trustee shall be a party) the Funding Note Indenture
               Trustee shall be held to represent every Holder of the Funding
               Note, and it shall not be necessary to make any Holder of the
               Funding Note party to any such proceedings.

     SECTION 5.3    APPLICATION OF PROCEEDS.

          (a)  Any funds collected by the Funding Note Indenture Trustee
               following an Event of Default pursuant to this Article or
               otherwise under the Funding Note Indenture and any applicable
               Supplemental Funding Note Indenture in respect of the Funding
               Note shall be applied in the following order at the date or dates
               fixed by the Funding Note Indenture Trustee and, in case

                                       41


               of the distribution of such funds on account of principal, any
               premium and interest and any Additional Amounts, upon
               presentation of the Funding Note Certificate [or Funding Note
               Certificates] representing the Funding Note and the notation
               thereon of the payment if only partially paid or upon the
               surrender thereof if fully paid:

               FIRST: To the payment of costs and expenses, including reasonable
     compensation to the Funding Note Indenture Trustee and each predecessor
     Funding Note Indenture Trustee and their respective agents and attorneys
     and of all expenses and liabilities incurred, and all advances made, by the
     Funding Note Indenture Trustee and each predecessor Funding Note Indenture
     Trustee except as those adjudicated in a court of competent jurisdiction to
     be the result of any such Funding Note Indenture Trustee's negligence or
     bad faith, in an aggregate amount of no more than $250,000 to the extent
     not paid pursuant to the Amended and Restated Support Agreement;

               SECOND: To the payment of principal, any premium and interest,
     any Additional Amounts and any other amounts then due and owing on the
     Funding Note, ratably, without preference or priority of any kind,
     according to the aggregate principal amounts due and payable on the Funding
     Note;

               THIRD: To the payment of any other Obligations then due and owing
     with respect to the Funding Note, ratably, without preference or priority
     of any kind; and

               FOURTH: To the payment of any remaining balance to Global
     Funding.

          (b)  Any funds collected by the Funding Note Indenture Trustee where
               no Event of Default exists pursuant to Article 5 or otherwise
               under the Funding Note Indenture and any applicable Supplemental
               Funding Note Indenture in respect of the Funding Note shall be
               applied in the following order at the date or dates fixed by the
               Funding Note Indenture Trustee and, in case of the distribution
               of such funds on account of principal, any premium and interest,
               and any Additional Amounts, upon presentation, if applicable, of
               the Funding Note Certificate representing the Funding Note and
               the notation thereon of the payment if only partially paid or
               upon the surrender thereof if fully paid:

               FIRST: To the payment of principal, any premium and interest, any
     Additional Amounts, and any other amounts then due and owing on the Funding
     Note, ratably, without preference or priority of any kind, according to the
     aggregate principal amounts due and payable on the Funding Note;

               SECOND: To the payment of any other Obligations then due and
     owing with respect to the Funding Note, ratably, without preference or
     priority of any kind; and

               THIRD: To the payment of any remaining balance to Global Funding.

     SECTION 5.4    SUITS FOR ENFORCEMENT. If an Event of Default has occurred,
has not been waived and is continuing, the Funding Note Indenture Trustee may in
its discretion proceed

                                       42


to protect and enforce the rights vested in it by the Funding Note Indenture by
such appropriate judicial proceedings as the Funding Note Indenture Trustee
shall deem most effectual to protect and enforce any of such rights, either at
law or in equity or in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in the Funding Note Indenture
or in aid of the exercise of any power granted in the Funding Note Indenture or
to enforce any other legal or equitable right vested in the Funding Note
Indenture Trustee by the Funding Note Indenture or by law.

     SECTION 5.5    RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS. If the
Funding Note Indenture Trustee shall have proceeded to enforce any right under
the Funding Note Indenture and such proceedings shall have been discontinued or
abandoned for any reason, or shall have been determined adversely to the Funding
Note Indenture Trustee, then and in every such case Global Funding and the
Funding Note Indenture Trustee shall be restored respectively to their former
positions and rights under the Funding Note Indenture, and all rights, remedies
and powers of Global Funding, the Funding Note Indenture Trustee and each Holder
shall continue as though no such proceedings had been taken.

     SECTION 5.6    LIMITATIONS ON SUITS BY HOLDERS. No Holder of the Funding
Note shall have any right by virtue or by availing of any provision of the
Funding Note Indenture to institute any action or proceeding at law or in equity
or in bankruptcy or otherwise upon or under or with respect to the Funding Note
Indenture, or for the appointment of a trustee, receiver, liquidator, custodian
or other similar official or for any other remedy under the Funding Note
Indenture, unless:

               (i)     such Holder has previously given written notice to the
                       Funding Note Indenture Trustee of a continuing Event of
                       Default;

               (ii)    the Holder or Holders of the Funding Note representing
                       not less than 25% of the aggregate principal amount of
                       the Outstanding Funding Note of such series shall have
                       made written request to the Funding Note Indenture
                       Trustee to institute proceedings in respect of such Event
                       of Default in its own name as the Funding Note Indenture
                       Trustee;

               (iii)   such Holder or Holders have offered to the Funding Note
                       Indenture Trustee indemnity or security satisfactory to
                       it against the costs, expenses and liabilities to be
                       incurred in compliance with such request;

               (iv)    the Funding Note Indenture Trustee for 60 days after its
                       receipt of such notice, request and offer of indemnity
                       shall have failed to institute any such action or
                       proceedings; and

               (v)     no direction inconsistent with such written request shall
                       have been given to the Funding Note Indenture Trustee
                       during such 60-day period by the Holder or Holders of the
                       Funding Note representing

                                       43


                       at least 66 2/3% of the aggregate principal amount of the
                       Funding Note then Outstanding;

it being understood and intended, and being expressly covenanted by each Holder
of the Funding Note with each other Holder of the Funding Note and the Funding
Note Indenture Trustee, that no Holder or Holders of the Funding Note shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of the Funding Note Indenture to affect, disturb or prejudice the rights of any
other Holder of the Funding Note, or to obtain or seek to obtain priority over
or preference to any other Holder of the Funding Note or to enforce any right
under the Funding Note Indenture, except in the manner provided herein and for
the equal, ratable and common benefit of all the Holders of the Funding Note.
For the protection and enforcement of the provisions of this Section, each
Holder and the Funding Note Indenture Trustee shall be entitled to such relief
as can be given either at law or in equity.

     Notwithstanding any other provisions in the Funding Note Indenture,
however, the right of any Holder of the Funding Note, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any), and
interest on, if any, and Additional Amounts with respect to, if any, such
Funding Note, on or after the respective due dates expressed in such Funding
Note, or to institute suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of
such Holder.

     SECTION 5.7    POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER
OF DEFAULT.

          (a)  Except as provided in Section 2.7, no right or remedy in the
               Funding Note Indenture conferred upon or reserved to the Funding
               Note Indenture Trustee or to any Holder is intended to be
               exclusive of any other right or remedy, and every right and
               remedy shall, to the extent permitted by law, be cumulative and
               in addition to every other right and remedy given under the
               Funding Note Indenture or existing at law or in equity or
               otherwise. The assertion or employment of any right or remedy
               under the Funding Note Indenture, or otherwise, shall not prevent
               the concurrent assertion or employment of any other appropriate
               right or remedy.

          (b)  No delay or omission of the Funding Note Indenture Trustee or of
               any Holder of the Funding Note to exercise any right or power
               accruing upon any Event of Default occurring and continuing as
               aforesaid shall impair any such right or power or shall be
               construed to be a waiver of any such Event of Default or an
               acquiescence therein; and, subject to Section 5.6, every power
               and remedy given by the Funding Note Indenture or by law to the
               Funding Note Indenture Trustee or to any Holder may be exercised
               from time to time, and as often as shall be deemed expedient, by
               the Funding Note Indenture Trustee or by such Holder.

                                       44


     SECTION 5.8    CONTROL BY THE HOLDERS.

          (a)  The Holders of a majority in aggregate principal amount of the
               Funding Note at the time Outstanding shall have the right to
               elect a holder representative (the "HOLDER REPRESENTATIVE") who
               shall have binding authority upon all the Holders and who shall
               direct the time, method, and place of conducting any proceeding
               for any remedy available to the Funding Note Indenture Trustee,
               or exercising any trust or power conferred on the Funding Note
               Indenture Trustee by the Funding Note Indenture, PROVIDED that:

               (i)     such direction shall not be otherwise than in accordance
                       with law and the provisions of the Funding Note
                       Indenture; and

               (ii)    subject to the provisions of Section 6.1, the Funding
                       Note Indenture Trustee shall have the right to decline to
                       follow any such direction if the Funding Note Indenture
                       Trustee, being advised by counsel, shall determine that
                       the action or proceeding so directed may not lawfully be
                       taken or if the Funding Note Indenture Trustee in good
                       faith by its board of directors, the executive committee,
                       or a trust committee of directors or Responsible Officers
                       of the Funding Note Indenture Trustee shall determine
                       that the action or proceedings so directed would involve
                       the Funding Note Indenture Trustee in personal liability.

          (b)  Nothing in the Funding Note Indenture shall impair the right of
               the Funding Note Indenture Trustee in its discretion to take any
               action deemed proper by the Funding Note Indenture Trustee and
               which is not inconsistent with such direction by the Holders.

     SECTION 5.9    WAIVER OF PAST DEFAULTS. Prior to the declaration of the
maturity of the Funding Note as provided in Section 5.1, the Holder
Representative may on behalf of the Holders of the Funding Note waive any past
default or Event of Default under the Funding Note Indenture and its
consequences, except a default:

               (i)     in the payment of principal of, any premium or interest
                       on, or any Additional Amounts with respect to, the
                       Funding Note; or

               (ii)    in respect of a covenant or provision of the Funding Note
                       Indenture which cannot be modified or amended without the
                       consent of the Holder of the Funding Note.

Upon any such waiver, such default shall cease to exist and be deemed to have
been cured and not to have occurred, and any Event of Default arising therefrom
shall be deemed to have been cured, and not to have occurred for every purpose
of the Funding Note Indenture; but no such waiver shall extend to any subsequent
or other default or Event of Default or impair any right consequent thereon.

                                       45


                                    ARTICLE 6
                       THE FUNDING NOTE INDENTURE TRUSTEE

     SECTION 6.1    CERTAIN DUTIES AND RESPONSIBILITIES.

          (a)  Except if an Event of Default has occurred and is continuing (and
               it has not been cured or waived), the Funding Note Indenture
               Trustee undertakes to perform in a prudent manner such duties and
               only such duties with respect to the Funding Note as are
               specifically set forth in the Funding Note Indenture. No implied
               covenants or obligations shall be read into the Funding Note
               Indenture against the Funding Note Indenture Trustee.

          (b)  If an Event of Default has occurred and is continuing (and it has
               not been cured or waived), the Funding Note Indenture Trustee
               shall exercise such of the rights and powers with respect to the
               Funding Note vested in it by the Funding Note Indenture, and use
               the same degree of care and skill in their exercise, as a prudent
               person would exercise or use under the circumstances in the
               conduct of his or her own affairs.

          (c)  No provision of the Funding Note Indenture shall be construed to
               relieve the Funding Note Indenture Trustee from liability for its
               own negligent action, its own negligent failure to act or its own
               willful misconduct, except that:

               (i)     this subsection (c) shall not be construed to limit the
                       effect of subsection (a) of this Section;

               (ii)    in the absence of bad faith on its part, the Funding Note
                       Indenture Trustee may conclusively rely, as to the truth
                       of the statements and the correctness of the opinions
                       expressed therein, upon certificates or opinions
                       furnished to the Funding Note Indenture Trustee and
                       conforming to the requirements of the Funding Note
                       Indenture unless a Responsible Officer of the Funding
                       Note Indenture Trustee has actual knowledge that such
                       statements or opinions are false; provided that the
                       Funding Note Indenture Trustee must examine such
                       certificates and opinions to determine whether they
                       conform to the requirements of the Funding Note
                       Indenture;

               (iii)   the Funding Note Indenture Trustee shall not be liable
                       for any error of judgment made in good faith by any
                       Responsible Officer of the Funding Note Indenture
                       Trustee, unless it is proved that the Funding Note
                       Indenture Trustee was negligent in ascertaining the
                       pertinent facts;

               (iv)    the Funding Note Indenture Trustee shall not be liable
                       with respect to any action taken or omitted to be taken
                       by it in good faith in accordance with the direction of
                       the Holder Representative relating to the time, method
                       and place of conducting any proceeding for

                                       46


                       any remedy available to the Funding Note Indenture
                       Trustee, or exercising any trust or power conferred upon
                       the Funding Note Indenture Trustee, under the Funding
                       Note Indenture with respect to the Funding Note; and

               (v)     no provision of the Funding Note Indenture shall require
                       the Funding Note Indenture Trustee to expend or risk its
                       own funds or otherwise incur any financial liability in
                       the performance of any of its duties under the Funding
                       Note Indenture, or in the exercise of any of its rights
                       or powers, if it shall have reasonable grounds for
                       believing that repayment of such funds or adequate
                       indemnity against such liability is not reasonably
                       assured to it.

          (d)  Whether or not therein expressly so provided, every provision of
               the Funding Note Indenture relating to the conduct or affecting
               the liability of or affording protection to the Funding Note
               Indenture Trustee shall be subject to the provisions of this
               Section.

     SECTION 6.2    CERTAIN RIGHTS OF THE FUNDING NOTE INDENTURE TRUSTEE.
Subject to Section 6.1:

          (a)  the Funding Note Indenture Trustee may rely and shall be
               protected in acting or refraining from acting upon any
               resolution, certificate, statement, instrument, opinion, report,
               notice, request, consent, order, bond, debenture, note, coupon,
               security or other paper or document believed by it to be genuine
               and to have been signed or presented by the proper party or
               parties;

          (b)  any request, direction, order or demand of Global Funding
               mentioned in the Funding Note Indenture shall be sufficiently
               evidenced by a Trust Certificate (unless other evidence in
               respect thereof be specifically prescribed in the Funding Note
               Indenture);

          (c)  the Funding Note Indenture Trustee may consult with counsel and
               any advice or Opinion of Counsel shall be full and complete
               authorization and protection in respect of any action taken,
               suffered or omitted to be taken by it under the Funding Note
               Indenture in good faith and in reliance on such advice or Opinion
               of Counsel;

          (d)  the Funding Note Indenture Trustee shall be under no obligation
               to exercise any of the trusts or powers vested in it by the
               Funding Note Indenture at the request, order or direction of any
               Holder Representative pursuant to the provisions of the Funding
               Note Indenture, unless such Holder Representative shall have
               offered to the Funding Note Indenture Trustee reasonable security
               or indemnity against the costs, expenses and liabilities which
               might be incurred by it in compliance with such request, order or
               direction;

                                       47


          (e)  whenever in the administration of the Funding Note Indenture the
               Funding Note Indenture Trustee shall deem it necessary or
               desirable that a matter be proved or established prior to taking
               or suffering or omitting any action under the Funding Note
               Indenture, such matter (unless other evidence in respect thereof
               be specifically prescribed in the Funding Note Indenture) may, in
               the absence of negligence or bad faith on its part, be deemed to
               be conclusively proved and established by a Trust Certificate
               delivered to the Funding Note Indenture Trustee;

          (f)  the Funding Note Indenture Trustee shall not be liable for any
               action taken or omitted by it in good faith and believed by it to
               be authorized or within the discretion, rights or powers
               conferred upon it by the Funding Note Indenture;

          (g)  the Funding Note Indenture Trustee shall not be bound to make any
               investigation into the facts or matters stated in any resolution,
               certificate, statement, instrument, opinion, report, notice,
               request, consent, order, approval, appraisal, bond, debenture,
               note, coupon, security, or other paper or document unless
               requested in writing so to do by the Holder Representative;
               PROVIDED that, if the payment within a reasonable time to the
               Funding Note Indenture Trustee of the costs, expenses or
               liabilities likely to be incurred by it in the making of such
               investigation is, in the opinion of the Funding Note Indenture
               Trustee, not reasonably assured to the Funding Note Indenture
               Trustee by the security afforded to it by the terms of the
               Funding Note Indenture, the Funding Note Indenture Trustee may
               require reasonable indemnity against such expenses or liabilities
               as a condition to proceeding; the reasonable expenses of every
               such examination shall be paid by Global Funding or, if paid by
               the Funding Note Indenture Trustee or any predecessor trustee,
               shall be repaid by Global Funding upon demand; and

          (h)  the Funding Note Indenture Trustee may execute any of the trusts
               or powers under the Funding Note Indenture or perform any duties
               under the Funding Note Indenture either directly or by or through
               agents or attorneys not regularly in its employ and the Funding
               Note Indenture Trustee shall not be responsible for any
               misconduct or negligence on the part of any such agent or
               attorney appointed with due care by it under the Funding Note
               Indenture.

     SECTION 6.3    NOT RESPONSIBLE FOR RECITALS, VALIDITY OF THE FUNDING NOTE
OR APPLICATION OF THE PROCEEDS. The recitals contained in the Funding Note
Indenture and in the Funding Note, except the Funding Note Indenture Trustee's
certificates of authentication, shall be taken as the statements of Global
Funding, and the Funding Note Indenture Trustee assumes no responsibility for
the correctness of the same. The Funding Note Indenture Trustee makes no
representation as to the validity or sufficiency of the Funding Note Indenture
or of the Funding Note. The Funding Note Indenture Trustee shall not be
accountable for the use or application by Global Funding of the Funding Note or
of the proceeds thereof.

                                       48


     SECTION 6.4    MAY HOLD FUNDING NOTE; COLLECTIONS, ETC. The Funding Note
Indenture Trustee or any agent of Global Funding or the Funding Note Indenture
Trustee, in its individual or any other capacity, may become the owner or
pledgee of the Funding Note with the same rights it would have if it were not
the Funding Note Indenture Trustee or such agent and, subject to Section 6.7 and
Section 311(a) of the Trust Indenture Act, may otherwise deal with Global
Funding and receive, collect, hold and retain collections from Global Funding
with the same rights it would have if it were not the Funding Note Indenture
Trustee or such agent.

     SECTION 6.5    FUNDS HELD BY FUNDING NOTE INDENTURE TRUSTEE. Subject to the
provisions of Section 11.4, all funds received by the Funding Note Indenture
Trustee shall, until used or applied as provided in the Funding Note Indenture,
be held in trust for the purposes for which they were received. The Funding Note
Indenture Trustee (and each of its agents and Affiliates) shall deposit all cash
amounts received by it (or any such agents or Affiliates) that are derived from
the Collateral for the benefit of the Holders of the Funding Note in a
segregated account maintained or controlled by the Funding Note Indenture
Trustee, consistent with the rating of the Outstanding Funding Note. Neither the
Funding Note Indenture Trustee nor any agent of Global Funding or the Funding
Note Indenture Trustee shall be under any liability for interest on any funds
received by it under the Funding Note Indenture.

     SECTION 6.6    COMPENSATION; REIMBURSEMENT; INDEMNIFICATION.

          (a)  Global Funding covenants and agrees:

               (i)     to pay to the Funding Note Indenture Trustee from time to
                       time, and the Funding Note Indenture Trustee shall be
                       entitled to, reasonable compensation for all services
                       rendered by it under the Funding Note Indenture (which
                       compensation shall not be limited by any provision of law
                       in regard to the compensation of a trustee of an express
                       trust);

               (ii)    except as otherwise provided in the Funding Note
                       Indenture, to pay or reimburse the Funding Note Indenture
                       Trustee upon its request for all reasonable expenses,
                       disbursements and advances incurred or made by the
                       Funding Note Indenture Trustee in accordance with any
                       provision of the Funding Note Indenture (including the
                       reasonable compensation and the expenses and
                       disbursements of its agents and counsel), except any such
                       expense, disbursement or advance as may arise from its
                       negligence or bad faith; and

               (iii)   to indemnify the Funding Note Indenture Trustee for, and
                       to hold it harmless against, any loss, liability or
                       expense incurred without negligence or bad faith on its
                       part, arising out of or in connection with the acceptance
                       or administration of the Funding Note Indenture or the
                       trusts under the Funding Note Indenture and its duties
                       under the Funding Note Indenture, including the costs and
                       expenses of defending itself against or investigating any
                       claim of

                                       49


                       liability in connection with the exercise or performance
                       of any of its powers or duties under the Funding Note
                       Indenture.

          (b)  The obligations of Global Funding under this Section to
               compensate and indemnify the Funding Note Indenture Trustee and
               to pay or reimburse the Funding Note Indenture Trustee for
               expenses, disbursements and advances shall constitute additional
               indebtedness under the Funding Note Indenture and shall survive
               the satisfaction and discharge of the Funding Note Indenture and
               any resignation or removal of the Funding Note Indenture Trustee.

     SECTION 6.7    CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

          (a)  There shall at all times be a Funding Note Indenture Trustee
               under the Funding Note Indenture which shall:

               (i)     be a banking corporation authorized under its laws of
                       incorporation and the laws of the jurisdiction in which
                       it administers the Funding Note Indenture and any
                       Supplemental Funding Note Indenture to exercise corporate
                       trust powers, having an aggregate capital, surplus of at
                       least $50,000,000; provided that if such banking
                       corporation publishes reports of condition at least
                       annually, pursuant to law or to the requirements of its
                       Federal, State or other governmental supervisor, then for
                       the purposes of this Section, the aggregate capital,
                       surplus and undivided profits of such banking corporation
                       shall be deemed to be its aggregate capital, surplus and
                       undivided profits as set forth in its most recent report
                       of condition so published;

               (ii)    not be affiliated (as such term is defined in Rule 405
                       under the Securities Act) with Global Funding or with any
                       Person involved in the organization or operation of
                       Global Funding; and

               (iii)   not offer or provide credit or credit enhancement to
                       Global Funding.

          (b)  If at any time the Funding Note Indenture Trustee shall cease to
               be eligible in accordance with the provisions of Section 6.7(a)
               or the requirements of Section 310 of the Trust Indenture Act,
               the Funding Note Indenture Trustee shall resign immediately in
               the manner and with the effect specified in Section 6.8.

     SECTION 6.8    RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE.

          (a)  The Funding Note Indenture Trustee may at any time resign by
               giving not less than 90 days' prior written notice of resignation
               to Global Funding and to the Holders of the Funding Note as
               provided in the Funding Note Indenture. Upon receiving such
               notice of resignation, Global Funding

                                       50


               shall promptly cause a successor trustee with respect to the
               applicable series to be appointed by written instrument in
               duplicate, executed by Global Funding, one copy of which
               instrument shall be delivered to the resigning trustee and one
               copy to the successor trustee. If no successor trustee shall have
               been so appointed and have accepted appointment within 30 days
               after the giving of such notice of resignation, the resigning
               trustee may petition any court of competent jurisdiction for the
               appointment of a successor trustee. Such court may thereupon,
               after such notice, if any, as it may deem proper and prescribe,
               appoint a successor trustee.

          (b)  If at any time:

               (i)     the Funding Note Indenture Trustee shall cease to be
                       eligible in accordance with the provisions of Section
                       6.7(a) or the requirements of Section 310 of the Trust
                       Indenture Act or any applicable Supplemental Funding Note
                       Indenture and shall fail to resign pursuant to Section
                       6.7(b) or following written request therefor by Global
                       Funding or by any such Holder pursuant to Section 6.8(c);

               (ii)    the Funding Note Indenture Trustee shall become incapable
                       of acting with respect to the Funding Note, or shall be
                       adjudged as bankrupt or insolvent, or a receiver or
                       liquidator of the Funding Note Indenture Trustee or of
                       its property shall be appointed, or any public officer
                       shall take charge or control of the Funding Note
                       Indenture Trustee or of its property or affairs for the
                       purpose of rehabilitation, conservation or liquidation;
                       or

               (iii)   the Funding Note Indenture Trustee shall fail to comply
                       with the obligations imposed upon it under Section 310(b)
                       of the Trust Indenture Act with respect to the Funding
                       Note after written request therefor by Global Funding or
                       any Holder of the Funding Note who has been a bona fide
                       Holder of the Funding Note for at least six months;

then, in any such case, except during the existence of an Event of Default,
Global Funding may remove the Funding Note Indenture Trustee and appoint a
successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the Funding Note Indenture Trustee so removed
and one copy to the successor trustee.

          (c)  In addition to the right of petition given to the resigning
               trustee and the right of removal given to Global Funding under
               Sections 6.8(a) and 6.8(b), respectively, any Holder who has been
               a Holder of the Funding Note for at least six months may, on
               behalf of itself and all others similarly situated, petition any
               court of competent jurisdiction for the appointment of a
               successor trustee or the removal of the Funding Note Indenture
               Trustee

                                       51


               and the appointment of a successor trustee, as the case may be.
               Such court may thereupon, after such notice, if any, as it may
               deem proper and prescribe, appoint a successor trustee or remove
               the Funding Note Indenture Trustee and appoint a successor
               trustee, as the case may be.

          (d)  The Holder Representative may at any time remove the Funding Note
               Indenture Trustee and appoint a successor trustee by delivering
               to the Funding Note Indenture Trustee so removed, to the
               successor trustee so appointed and to Global Funding the evidence
               provided for in Section 8.1 of the action in that regard taken by
               a Holder.

          (e)  Any resignation or removal of the Funding Note Indenture Trustee
               and any appointment of a successor trustee pursuant to any of the
               provisions of this Section 6.8 shall only become effective upon
               acceptance of appointment by the successor trustee as provided in
               Section 6.9.

     SECTION 6.9    ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE.

          (a)  Every successor trustee appointed as provided in Section 6.8
               shall execute, acknowledge and deliver to Global Funding and to
               its predecessor trustee an instrument accepting such appointment,
               and thereupon the resignation or removal of the predecessor
               trustee shall become effective and such successor trustee,
               without any further act, deed or conveyance, shall become vested
               with all rights, powers, duties and obligations of its
               predecessor under the Funding Note Indenture, with like effect as
               if originally named as trustee under the Funding Note Indenture;
               but, nevertheless, on the written request of Global Funding or of
               the successor trustee, upon payment of its charges then unpaid,
               the trustee ceasing to act shall, subject to Section 11.4, pay
               over to the successor trustee all funds at the time held by it
               under the Funding Note Indenture and shall execute and deliver an
               instrument transferring to such successor trustee all such
               rights, powers, duties and obligations. Upon request of any such
               successor trustee, Global Funding shall execute any and all
               instruments in writing for more fully and certainly vesting in
               and confirming to such successor trustee all such rights and
               powers. Subject to the Lien created under the Funding Note
               Indenture, any trustee ceasing to act shall, nevertheless, retain
               a claim upon all property or funds held or collected by such
               trustee to secure any amounts then due it pursuant to the
               provisions of Section 6.6.

          (b)  Upon acceptance of appointment by a successor Funding Note
               Indenture Trustee as provided in this Section 6.9, Global Funding
               shall notify each Holder of the Funding Note and each rating
               agency then rating the Funding Note at the request of Global
               Funding. If the acceptance of appointment is substantially
               contemporaneous with the resignation, then the notice called for
               by the preceding sentence may be combined with the notice called
               for by Section 6.8. If Global Funding fails to make such

                                       52


               notice within 10 days after acceptance of appointment by the
               successor Funding Note Indenture Trustee, the successor Funding
               Note Indenture Trustee shall cause such notice to be mailed at
               the expense of Global Funding.

     SECTION 6.10   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS
OF FUNDING NOTE INDENTURE TRUSTEE.

          (a)  Any corporation into which the Funding Note Indenture Trustee may
               be merged or converted or with which it may be consolidated, or
               any corporation resulting from any merger, conversion or
               consolidation to which the Funding Note Indenture Trustee shall
               be a party, or any corporation succeeding to all or substantially
               all of the corporate trust business of the Funding Note Indenture
               Trustee, shall be the successor of the Funding Note Indenture
               Trustee under the Funding Note Indenture, PROVIDED that such
               corporation shall be eligible under the provisions of Section
               6.7, without the execution or filing of any paper or any further
               act on the part of any of the parties to the Funding Note
               Indenture, anything in the Funding Note Indenture to the contrary
               notwithstanding.

          (b)  In case at the time such successor to the Funding Note Indenture
               Trustee shall succeed to the trusts created by the Funding Note
               Indenture the Funding Note shall have been authenticated but not
               delivered, any such successor to the Funding Note Indenture
               Trustee may adopt the certificate of authentication of any
               predecessor Funding Note Indenture Trustee and deliver such
               Funding Note so authenticated; and, in case at that time the
               Funding Note shall not have been authenticated, any successor to
               the Funding Note Indenture Trustee may authenticate such Funding
               Note either in the name of any predecessor under the Funding Note
               Indenture or in the name of the successor Funding Note Indenture
               Trustee; and in all such cases such certificate shall have the
               full force; PROVIDED, that the right to adopt the certificate of
               authentication of any predecessor Funding Note Indenture Trustee
               or to authenticate the Funding Note in the name of any
               predecessor Funding Note Indenture Trustee shall apply only to
               its successor or successors by merger, conversion or
               consolidation.

     SECTION 6.11   LIMITATIONS ON RIGHTS OF FUNDING NOTE INDENTURE TRUSTEE AS
CREDITOR. The Funding Note Indenture Trustee shall comply with Section 311(a) of
the Trust Indenture Act.

                                    ARTICLE 7
     HOLDERS' LISTS AND REPORTS BY FUNDING NOTE INDENTURE TRUSTEE AND TRUST

     SECTION 7.1    GLOBAL FUNDING TO FURNISH FUNDING NOTE INDENTURE TRUSTEE
NAMES AND ADDRESSES OF HOLDERS.

                                       53


     In accordance with Section 312(a) of the Trust Indenture Act, Global
Funding shall furnish or cause to be furnished to the Funding Note Indenture
Trustee:

          (a)  semi-annually not later than June 30 and December 31 of the year
               or upon such other dates as are set forth in or pursuant to the
               Funding Note Certificate or Supplemental Funding Note Indenture,
               a list, in each case in such form as the Funding Note Indenture
               Trustee may reasonably require, of the names and addresses of
               Holders as of the applicable date, and

          (b)  at such other times as the Funding Note Indenture Trustee may
               request in writing, within 30 days after the receipt by Global
               Funding of any such request, a list of similar form and content
               as of a date not more than 15 days prior to the time such list is
               furnished,

PROVIDED, HOWEVER, that so long as the Funding Note Indenture Trustee is the
Funding Note Registrar no such list shall be required to be furnished.

     SECTION 7.2    PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS.

     The Funding Note Indenture Trustee shall comply with the obligations
imposed upon it pursuant to Section 312 of the Trust Indenture Act. Every Holder
of the Funding Note, by receiving and holding the same, agrees with Global
Funding and the Funding Note Indenture Trustee that neither Global Funding, the
Funding Note Indenture Trustee, any Paying Agent or any Funding Note Registrar
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Holders of the Funding Note in accordance with
Section 312(c) of the Trust Indenture Act, regardless of the source from which
such information was derived, and that the Funding Note Indenture Trustee shall
not be held accountable by reason of mailing any material pursuant to a request
made under Section 312(b) of the Trust Indenture Act.

     SECTION 7.3    REPORTS BY FUNDING NOTE INDENTURE TRUSTEE.

          (a)  Within 60 days after May 15 of each year commencing with the
               first May 15 following the issuance of the Funding Note, if
               required by Section 313(a) of the Trust Indenture Act, the
               Funding Note Indenture Trustee shall transmit, pursuant to
               Section 313(c) of the Trust Indenture Act, a brief report dated
               as of May 15 with respect to any of the events specified in
               Section 313(a) of the Trust Indenture Act which may have occurred
               since the later of the immediately preceding May 15 and the date
               of the Funding Note Indenture.

          (b)  The Funding Note Indenture Trustee shall transmit the reports
               required by Section 313(a) of the Trust Indenture Act at the time
               specified therein.

          (c)  The Funding Note Indenture Trustee shall comply with Section
               313(b) of the Trust Indenture Act.

                                       54


          (d)  Reports pursuant to this Section shall be transmitted in the
               manner and to the Persons required by Sections 313(c) and 313(d)
               of the Trust Indenture Act.

          (e)  A copy of each such report shall, at the time of such
               transmission to Holders, be filed by the Funding Note Indenture
               Trustee with each stock exchange upon which the Funding Note is
               listed, with the Commission and Global Funding. Global Funding
               will notify the Funding Note Indenture Trustee whether the
               Funding Note is listed on any stock exchange.

     SECTION 7.4    REPORTS BY TRUST.

          Pursuant to Section 314(a) of the Trust Indenture Act, Global Funding
shall:

          (a)  file, or cause to be filed, with the Funding Note Indenture
               Trustee, within 15 days after Global Funding or Global Funding is
               required to file the same with the Commission and to the extent
               available to Global Funding, copies of the annual reports and of
               the information, documents and other reports (or copies of such
               portions of any of the foregoing as the Commission may from time
               to time by rules and regulations prescribe) which Global Funding
               or the Issuing Trust may be required to file with the Commission
               pursuant to Section 13 or Section 15(d) of the Exchange Act; or,
               if Global Funding is not required to file information, documents
               or reports pursuant to either of said Sections, then it shall
               file, or cause to be filed, with the Funding Note Indenture
               Trustee and the Commission, in accordance with rules and
               regulations prescribed from time to time by the Commission, such
               of the supplementary and periodic information, documents and
               reports which may be required pursuant to Section 13 of the
               Exchange Act in respect of a security listed and registered on a
               national securities exchange as may be prescribed form time to
               time in such rules and regulations; PROVIDED that if, pursuant to
               any publicly available interpretations of the Commission, Global
               Funding or Global Funding would not be required to make such
               filings under Section 314(a) of the Trust Indenture Act, then
               Global Funding or Global Funding shall not be required to make
               such filings;

          (b)  file, or cause to be filed on its behalf, with the Funding Note
               Indenture Trustee and the Commission, in accordance with rules
               and regulations prescribed from time to time by the Commission,
               such additional information, documents and reports with respect
               to compliance by Global Funding, with the conditions and
               covenants of the Funding Note Indenture as may be required from
               time to time by such rules and regulations; and

          (c)  transmit within 30 days after the filing thereof with the Funding
               Note Indenture Trustee, in the manner and to the extent provided
               in Section 313(c) of the Trust Indenture Act, such summaries of
               any information,

                                       55


               documents and reports required to be filed by or on behalf of
               Global Funding pursuant to paragraphs (1) and (2) of this Section
               as may be required by rules and regulations prescribed from time
               to time by the Commission.

                                    ARTICLE 8
                             CONCERNING EACH HOLDER

     SECTION 8.1    EVIDENCE OF ACTION TAKEN BY A HOLDER.

          (a)  Any request, demand, authorization, direction, notice, consent,
               waiver or other action provided by the Funding Note Indenture to
               be given or taken by any Holder may be embodied in and evidenced
               (i) by any instrument or any number of instruments of similar
               tenor executed by Holders in person or by agent or proxy
               appointed in writing, or (ii) by the record of the Holders of the
               Funding Note voting in favor thereof at any meeting of Holders
               duly called and held in accordance with the provisions of Article
               12, or (iii) by a combination of such instrument or instruments
               and any such record of such meeting of Holders. Except as
               otherwise expressly provided in the Funding Note Indenture, such
               action shall become effective when such instrument or instruments
               are delivered to the Funding Note Indenture Trustee. Proof of
               execution of any instrument or of a writing appointing any such
               agent shall be sufficient for any purpose of the Funding Note
               Indenture and (subject to Sections 6.1 and 6.2) conclusive in
               favor of the Funding Note Indenture Trustee and Global Funding,
               if made in the manner provided in this Article. The record of any
               meeting of Holders of the Funding Note shall be proved in the
               manner provided in Section 12.6.

          (b)  Any request, demand, authorization, direction, notice, consent,
               waiver or other action of the Holder of the Funding Note shall
               bind every future Holder of the same Funding Note and the Holder
               of every Funding Note issued upon the registration of transfer
               thereof or in exchange therefor or in lieu thereof in respect of
               anything done, omitted or suffered to be done by the Funding Note
               Indenture Trustee or Global Funding in reliance thereon, whether
               or not notation of such action is made upon such Funding Note.

     SECTION 8.2    PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF FUNDING
NOTE.

          (a)  Subject to Sections 6.1 and 6.2, the execution of any instrument
               by a Holder or its agent or proxy may be proved in accordance
               with such reasonable rules and regulations as may be prescribed
               by the Funding Note Indenture Trustee or in such manner as shall
               be satisfactory to the Funding Note Indenture Trustee.

                                       56


          (b)  The ownership, principal amount and CUSIP number of the Funding
               Note shall be proved by the Funding Note Register or by a
               certificate of the Funding Note Indenture Trustee.

     SECTION 8.3    VOTING RECORD DATE. Global Funding may set a record date for
purposes of determining the identity of each Holder of the Funding Note entitled
to vote or consent to any action referred to in Section 8.1, which record date
may be set at any time or from time to time by notice to the Funding Note
Indenture Trustee, for any date or dates (in the case of any adjournment or
resolicitation) not more than 60 days nor less than 5 days prior to the proposed
date of such vote or consent, and thereafter, notwithstanding any other
provisions of the Funding Note Indenture, only a Holder of the Funding Note on
such record date shall be entitled to so vote or give such consent or to
withdraw such vote or consent.

     SECTION 8.4    PERSONS DEEMED TO BE OWNERS. Global Funding, the Funding
Note Indenture Trustee and any agent of Global Funding or the Funding Note
Indenture Trustee may deem and treat the Holder of the Funding Note of as the
absolute owner of such Funding Note (whether or not such Funding Note shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the principal of, any
premium on, and, subject to the provisions of the Funding Note Indenture, any
interest on, and any Additional Amounts with respect to, such Funding Note and
for all other purposes; and neither Global Funding nor the Funding Note
Indenture Trustee nor any agent of Global Funding or the Funding Note Indenture
Trustee shall be affected by any notice to the contrary. All such payments so
made to any such Person, or upon such Person's order, shall be valid, and, to
the extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for funds payable upon any such Funding Note.

     SECTION 8.5    FUNDING NOTE OWNED BY TRUST DEEMED NOT OUTSTANDING. In
determining whether the Holders of the requisite aggregate principal amount of
the Funding Note have concurred in any direction, consent or waiver under the
Funding Note Indenture, the Funding Note which is owned by Global Funding or any
other obligor on the Funding Note or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
Global Funding or any other obligor on the Funding Note shall be disregarded and
deemed not to be Outstanding for the purpose of any such determination, except
that for the purpose of determining whether the Funding Note Indenture Trustee
shall be protected in relying on any such direction, consent or waiver only a
Funding Note which the Funding Note Indenture Trustee knows is so owned shall be
so disregarded. A Funding Note so owned which has been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Funding Note Indenture Trustee the pledgee's right so to act with respect to
such Funding Note and that the pledgee is not Global Funding or any other
obligor upon the Funding Note or any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with Global Funding
or any other obligor on the Funding Note. In case of a dispute as to such right,
the advice of counsel shall be full protection in respect of any decision made
by the Funding Note Indenture Trustee in accordance with such advice. Upon
request of the Funding Note Indenture Trustee, Global Funding shall furnish to
the Funding Note Indenture Trustee promptly a Trust Certificate listing and
identifying the Funding Note, if any, known by Global Funding to be owned or
held by or for the account of any of the above-described Persons; and, subject
to Sections 6.1 and 6.2, the Funding Note Indenture Trustee shall

                                       57


be entitled to accept such Trust Certificate as conclusive evidence of the facts
therein set forth and of the fact that the Funding Note not listed therein is
Outstanding for the purpose of any such determination.

     SECTION 8.6    RIGHT OF REVOCATION OF ACTION TAKEN; BINDING EFFECT OF
ACTIONS BY HOLDERS.

          (a)  [At any time prior to (but not after) the evidencing to the
               Funding Note Indenture Trustee, as provided in Section 8.1, of
               the taking of any action by the Holders of the percentage in
               aggregate principal amount of the Funding Note specified in the
               Funding Note Indenture in connection with such action, any Holder
               of a Funding Note represented by a Funding Note Certificate the
               serial number of which is shown by the evidence to be included
               among the serial numbers of the Funding Note Certificate
               representing the Funding Note the Holders of which have consented
               to such action may, by filing written notice at the Corporate
               Trust Office and upon proof of holding as provided in this
               Article, revoke such action so far as concerns such Funding Note.

          (b)  Any action taken by the Holders of the percentage in aggregate
               principal amount of the Funding Note specified in the Funding
               Note Indenture in connection with such action shall be
               conclusively binding upon Global Funding, the Funding Note
               Indenture Trustee and the Holders of the Funding Note affected by
               such action, of the Funding Note issued in exchange for the
               Funding Note affected by such action or the Funding Note
               represented by the Funding Note Certificate executed,
               authenticated and delivered in exchange for the Funding Note
               Certificate representing the Funding Note affected by such
               action, in respective of whether or not any notation in regard of
               any such action is made on the applicable Funding Note
               Certificate.]

                                    ARTICLE 9
                      SUPPLEMENTAL FUNDING NOTE INDENTURES

     SECTION 9.1    SUPPLEMENTAL FUNDING NOTE INDENTURES WITHOUT CONSENT OF
HOLDERS.

          (a)  Global Funding and the Funding Note Indenture Trustee may from
               time to time and at any time enter into an indenture or
               indentures supplemental to the Funding Note Indenture (each, a
               "SUPPLEMENTAL FUNDING NOTE INDENTURE") (which shall conform to
               the provisions of the Trust Indenture Act) for one or more of the
               following purposes without the consent of any Holder:

               (i)     for Global Funding to convey, transfer, assign, mortgage
                       or pledge to the Funding Note Indenture Trustee as
                       security for the Funding Note any property or assets;

                                       58


               (ii)    to add to the covenants of Global Funding such further
                       covenants, restrictions, conditions or provisions as
                       Global Funding and the Funding Note Indenture Trustee
                       shall consider to be for the protection of each Holder of
                       the Funding Note, and to make the occurrence, or the
                       occurrence and continuance, of a default in any such
                       additional covenants, restrictions, conditions or
                       provisions an Event of Default permitting the enforcement
                       of all or any of the several remedies provided in the
                       Funding Note Indenture as set forth in the Funding Note
                       Indenture; PROVIDED, that in respect of any such
                       additional covenant, restriction, condition or provision
                       such Supplemental Funding Note Indenture may provide for
                       a particular period of grace after default (which period
                       may be shorter or longer than that allowed in the case of
                       other defaults) or may provide for an immediate
                       enforcement upon such an Event of Default or may limit
                       the remedies available to the Funding Note Indenture
                       Trustee upon such an Event of Default or may limit the
                       right of the Holder Representative to waive such an Event
                       of Default;

               (iii)   to cure any ambiguity or to correct or supplement any
                       provision contained in the Funding Note Indenture or in
                       any Supplemental Funding Note Indenture or the Funding
                       Note Certificate which may be defective or inconsistent
                       with any other provision contained in the Funding Note
                       Indenture or in any Supplemental Funding Note Indenture
                       or the Funding Note Certificate; or to make such other
                       provisions in regard to matters or questions arising
                       under the Funding Note Indenture or under any
                       Supplemental Funding Note Indenture or the Funding Note
                       Certificate as Global Funding may deem necessary or
                       desirable and which shall not adversely affect the
                       interests of the Holders of the Funding Note in any
                       material respect; or

               (iv)    to evidence and provide for the acceptance of appointment
                       under the Funding Note Indenture by a successor trustee
                       and to add to or change any of the provisions of the
                       Funding Note Indenture as shall be necessary to provide
                       for or facilitate the administration of the trusts under
                       the Funding Note Indenture by more than one trustee.

          (b)  The Funding Note Indenture Trustee is authorized to join with
               Global Funding in the execution of any such Supplemental Funding
               Note Indenture, and to make any further appropriate agreements
               and stipulations which may be therein contained, but the Funding
               Note Indenture Trustee shall not be obligated to enter into any
               such Supplemental Funding Note Indenture which affects the
               Funding Note Indenture Trustee's own rights, duties or immunities
               under the Funding Note Indenture or otherwise.

                                       59


          (c)  Any Supplemental Funding Note Indenture authorized by the
               provisions of this Section may be executed without the consent of
               any Holder of the Funding Note at the time Outstanding,
               notwithstanding any of the provisions of Section 9.2.

     SECTION 9.2    SUPPLEMENTAL FUNDING NOTE INDENTURES WITH CONSENT OF
HOLDERS.

          (a)  With the consent (evidenced as provided in Article 8) of the
               Holders of not less than 66 2/3% in aggregate principal amount of
               the Funding Note at the time Outstanding, Global Funding and the
               Funding Note Indenture Trustee may, from time to time and at any
               time, enter into a Supplemental Funding Note Indenture for the
               purpose of adding any provisions to or changing in any manner or
               eliminating any of the provisions of the Funding Note Indenture
               or of any Supplemental Funding Note Indenture or Funding Note
               Certificate or of modifying in any manner the rights of the
               Holders of the Funding Note; PROVIDED, that no such Supplemental
               Funding Note Indenture shall:

               (i)     change the final maturity of the Funding Note, or reduce
                       the principal amount thereof, or reduce the rate or
                       extend the time of payment of interest or any other
                       amount payable thereon, or impair or affect the right of
                       any Holder to institute suit for the payment thereof
                       without the consent of the Holder of the Funding Note so
                       affected or modify any redemption or repayment provisions
                       applicable to the Funding Note;

               (ii)    permit the creation of any Lien on the Collateral or any
                       part thereof (other than the Security Interest in favor
                       of the Funding Note Indenture Trustee on behalf of the
                       Holders) or terminate the Security Interest as to any
                       part of the Collateral, except as permitted by the
                       Funding Note Indenture; or

               (iii)   modify any of the provisions of this Section 9.2 except
                       to increase the aforementioned percentage of the Funding
                       Note required to approve any Supplemental Funding Note
                       Indenture.

          (b)  Upon the request of Global Funding, and upon the filing with the
               Funding Note Indenture Trustee of evidence of the consent of each
               Holder and other documents, if any, required by Section 8.1 the
               Funding Note Indenture Trustee shall join with Global Funding in
               the execution of such Supplemental Funding Note Indenture unless
               such Supplemental Funding Note Indenture affects the Funding Note
               Indenture Trustee's own rights, duties or immunities under the
               Funding Note Indenture or otherwise, in which case the Funding
               Note Indenture Trustee may in its discretion, but shall not be
               obligated to, enter into such Supplemental Funding Note
               Indenture.

                                       60


          (c)  It shall not be necessary for the consent of the Holders under
               this Section to approve the particular form of any proposed
               Supplemental Funding Note Indenture, but it shall be sufficient
               if such consent shall approve the substance thereof.

          (d)  Promptly after the execution by Global Funding and the Funding
               Note Indenture Trustee of any Supplemental Funding Note Indenture
               pursuant to the provisions of this Section, the Funding Note
               Indenture Trustee shall notify the Holders of the Funding Note,
               as provided in the Funding Note Indenture, setting forth in
               general terms the substance of such Supplemental Funding Note
               Indenture. Any failure of the Funding Note Indenture Trustee to
               provide such notice, or any defect therein, shall not, however,
               in any way impair or affect the validity of any such Supplemental
               Funding Note Indenture.

     SECTION 9.3    COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL
FUNDING NOTE INDENTURE. Any Supplemental Funding Note Indenture executed
pursuant to the provisions of this Article shall comply with the Trust Indenture
Act. Upon the execution of any Supplemental Funding Note Indenture pursuant to
the provisions of the Funding Note Indenture, the Funding Note Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under the Funding Note Indenture of the Funding Note Indenture Trustee, Global
Funding and each Holder of the Funding Note shall thereafter be determined,
exercised and enforced under the Funding Note Indenture subject in all respects
to such modifications and amendments, and all the terms and conditions of any
such Supplemental Funding Note Indenture shall be and be deemed to be part of
the terms and conditions of the Funding Note Indenture for any and all purposes.

     SECTION 9.4    DOCUMENTS TO BE GIVEN TO FUNDING NOTE INDENTURE TRUSTEE. The
Funding Note Indenture Trustee, subject to the provisions of Sections 6.1 and
6.2, may receive a Trust Certificate and an Opinion of Counsel as conclusive
evidence that any such Supplemental Funding Note Indenture complies with the
applicable provisions of the Funding Note Indenture.

     SECTION 9.5    NOTATION ON FUNDING NOTE CERTIFICATE IN RESPECT OF
SUPPLEMENTAL FUNDING NOTE INDENTURES. Any Funding Note Certificate authenticated
and delivered after the execution of any Supplemental Funding Note Indenture
pursuant to the provisions of this Article may bear a notation in form approved
by the Funding Note Indenture Trustee as to any matter provided for by such
Supplemental Funding Note Indenture or as to any action taken at any such
meeting. If Global Funding or the Funding Note Indenture Trustee shall so
determine, a new Funding Note Certificate representing the Funding Note so
modified as to conform, in the opinion of the Funding Note Indenture Trustee and
Global Funding, to any modification of the Funding Note Indenture contained in
any such Supplemental Funding Note Indenture may be prepared by Global Funding,
authenticated by the Funding Note Indenture Trustee and delivered in exchange
for the Funding Note Certificate representing the Funding Note then Outstanding.

                                       61


                                   ARTICLE 10
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     SECTION 10.1   TRUST MAY MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY UNDER
CERTAIN CIRCUMSTANCES. Global Funding may not consolidate with, or merge into,
any Person (whether or not affiliated with Global Funding), or sell, lease or
convey the property of Global Funding as an entirety or substantially as an
entirety, unless:

          (a)  the entity formed by such consolidation or into which Global
               Funding is merged or the Person which acquires by conveyance or
               transfer the properties and assets of Global Funding
               substantially as an entirety shall be a statutory trust formed
               under the laws of the State of Delaware or a corporation or other
               entity organized and existing under the laws of the United States
               of America or any State or the District of Columbia, and shall
               expressly assume, by a Supplemental Funding Note Indenture,
               executed and delivered to the Funding Note Indenture Trustee, in
               form satisfactory to the Funding Note Indenture Trustee, the due
               and punctual payment of the principal of, any premium and
               interest on, and any Additional Amounts with respect to, the
               Funding Note and the performance of every covenant of the Funding
               Note Indenture on the part of Global Funding to be performed or
               observed;

          (b)  immediately after giving effect to such transaction, no Event of
               Default, and no event which, after notice or lapse of time, or
               both, would become an Event of Default, shall have happened and
               be continuing;

          (c)  Global Funding has received written confirmation from any rating
               agency then rating the Funding Note at the request of Global
               Funding that such consolidation, merger, conveyance or transfer
               shall not cause the rating on the then Outstanding Funding Note
               to be downgraded or withdrawn; and

          (d)  Global Funding has delivered to the Funding Note Indenture
               Trustee a Trust Certificate and an Opinion of Counsel each
               stating that such consolidation, merger, conveyance or transfer
               and such Supplemental Funding Note Indenture comply with this
               Article and that all conditions precedent provided for in the
               Funding Note Indenture relating to such transaction have been
               complied with.

                                   ARTICLE 11
            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED FUNDS

     SECTION 11.1   SATISFACTION AND DISCHARGE OF INDENTURE. If at any time (a)
Global Funding shall have paid or caused to be paid all outstanding principal
of, any premium and interest on, and any Additional Amounts and other amounts
payable with respect to, the Funding Note Outstanding under the Funding Note
Indenture, as and when the same shall have become due and payable, or (b) Global
Funding shall have delivered to the Funding Note Indenture Trustee for
cancellation the Funding Note Certificate representing the Funding Note
theretofore

                                       62


authenticated (other than the Funding Note Certificate which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 2.7) or (c) Global Funding shall have irrevocably deposited or caused
to be deposited with the Funding Note Indenture Trustee as trust funds the
entire amount in cash (other than funds repaid by the Funding Note Indenture
Trustee or any Paying Agent to Global Funding in accordance with Section 11.4)
sufficient to pay at maturity all amounts payable at maturity on the Funding
Note represented by the Funding Note Certificate not theretofore delivered to
the Funding Note Indenture Trustee for cancellation, including any outstanding
principal, interest, premium, Additional Amounts and other amounts due or to
become due to such date of maturity as the case may be, and if, in any such
case, Global Funding shall also pay or cause to be paid all other sums payable
under the Funding Note Indenture by Global Funding, then the Funding Note
Indenture shall cease to be of further effect (except as to (i) rights of
registration of transfer and exchange, (ii) substitution of an apparently
mutilated, defaced, destroyed, lost or stolen Funding Note Certificate, (iii)
rights of Holders to receive payments of principal of, any premium and interest
on, and any Additional Amounts and other amounts payable with respect to, the
Funding Note, (iv) the rights, obligations and immunities of the Funding Note
Indenture Trustee under the Funding Note Indenture and (v) the rights of each
Holder as beneficiary of the Funding Note Indenture with respect to the property
so deposited with the Funding Note Indenture Trustee payable to all or any of
them), and the Funding Note Indenture Trustee, on demand of Global Funding
accompanied by a Trust Certificate and an Opinion of Counsel and at the cost and
expense of Global Funding, shall execute proper instruments acknowledging such
satisfaction of and discharging the Funding Note Indenture. Global Funding
agrees to reimburse the Funding Note Indenture Trustee for any costs or expenses
thereafter reasonably and properly incurred and to compensate the Funding Note
Indenture Trustee for any services thereafter reasonably and properly rendered
by the Funding Note Indenture Trustee in connection with the Funding Note
Indenture or the Funding Note.

     SECTION 11.2   APPLICATION BY FUNDING NOTE INDENTURE TRUSTEE OF FUNDS
DEPOSITED FOR PAYMENT OF FUNDING NOTE. Subject to Section 11.4, all funds
deposited with the Funding Note Indenture Trustee pursuant to Section 11.1 shall
be held in trust in accordance with Section 6.5 and applied by it to the
payment, either directly or through any Paying Agent (including Global Funding
acting as its own paying agent), to each Holder of the Funding Note for the
payment or redemption of which such funds have been deposited with the Funding
Note Indenture Trustee, of all sums due and to become due thereon for any
principal, interest, premium, Additional Amounts or other amounts.

     SECTION 11.3   REPAYMENT OF FUNDS HELD BY PAYING AGENT. In connection with
the satisfaction and discharge of the Funding Note Indenture, all funds then
held by any Paying Agent under the provisions of the Funding Note Indenture
shall, upon demand of Global Funding, be repaid to Global Funding or paid to the
Funding Note Indenture Trustee and thereupon such Paying Agent shall be released
from all further liability with respect to such funds.

     SECTION 11.4   RETURN OF FUNDS HELD BY FUNDING NOTE INDENTURE TRUSTEE AND
PAYING AGENT. Any funds deposited with or paid to the Funding Note Indenture
Trustee or any Paying Agent for the payment of the principal of, any interest or
premium on, or any Additional Amounts or any other amounts with respect to, the
Funding Note and not applied but remaining

                                       63


unclaimed for three years after the date upon which such principal, interest,
premium, Additional Amounts or any other amount shall have become due and
payable, shall, upon the written request of Global Funding and unless otherwise
required by mandatory provisions of applicable escheat or abandoned or unclaimed
property law, be repaid to Global Funding by the Funding Note Indenture Trustee
or such Paying Agent, and the Holder of such Funding Note shall, unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property laws, thereafter look only to Global Funding for any payment
which such Holder may be entitled to collect, and all liability of the Funding
Note Indenture Trustee or any Paying Agent with respect to such funds shall
thereupon cease.

                                   ARTICLE 12
                       MEETINGS OF HOLDERS OF FUNDING NOTE

     SECTION 12.1   PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting of
Holders of the Funding Note may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
the Funding Note Indenture to be made, given or taken by Holders of the Funding
Note.

     SECTION 12.2   CALL, NOTICE AND PLACE OF MEETINGS.

          (a)  Unless otherwise provided in the Funding Note Certificate, the
               Funding Note Indenture Trustee may at any time call a meeting of
               Holders of the Funding Note for any purpose specified in Section
               12.1, to be held at such time and at such place in the City of
               New York or the city in which the Corporate Trust Office is
               located. Notice of every meeting of Holders of the Funding Note,
               setting forth the time and the place of such meeting and in
               general terms the action proposed to be taken at such meeting,
               shall be given in the manner provided in Section 13.4, not less
               than 21 nor more than 180 days prior to the date fixed for the
               meeting.

          (b)  In case at any time Global Funding or the Holder or Holders of at
               least 10% in principal amount of the Funding Note shall have
               requested the Funding Note Indenture Trustee to call a meeting of
               the Holders of the Funding Note for any purpose specified in
               Section 12.1, by written request setting forth in reasonable
               detail the action proposed to be taken at the meeting, and the
               Funding Note Indenture Trustee shall not have made the first
               publication or mailing of the notice of such meeting within 21
               days after receipt of such request or shall not thereafter
               proceed to cause the meeting to be held as provided in the
               Funding Note Indenture, then Global Funding or the Holder or
               Holders of the Funding Note in the amount above specified, as the
               case may be, may determine the time and the place in the City of
               New York or the city in which the Corporate Trust Office is
               located for such meeting and may call such meeting for such
               purposes by giving notice thereof as provided in Section 12.2.

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     SECTION 12.3   PERSONS ENTITLED TO VOTE AT MEETINGS. To be entitled to vote
at any meeting of Holders of the Funding Note, a Person shall be (a) a Holder of
the Funding Note then Outstanding, or (b) a Person appointed by an instrument in
writing as proxy for a Holder or Holders of the Funding Note then Outstanding by
such Holder or Holders. The only Persons who shall be entitled to be present or
to speak at any meeting of Holders of the Funding Note shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Funding Note Indenture Trustee and its counsel and any representatives of Global
Funding and its counsel.

     SECTION 12.4   QUORUM; ACTION.

          (a)  The Persons entitled to vote a majority in principal amount of
               the Funding Note then Outstanding shall constitute a quorum for a
               meeting of Holders of the Funding Note; PROVIDED, HOWEVER, that
               if any action is to be taken at such meeting with respect to a
               consent or waiver which the Funding Note Indenture expressly
               provides may be given by the Holders of not less than 66 2/3% in
               principal amount of the Outstanding Funding Note, then Persons
               entitled to vote 66 2/3% in principal amount of the Outstanding
               Funding Note shall constitute a quorum. In the absence of a
               quorum within 30 minutes after the time appointed for any such
               meeting, the meeting shall, if convened at the request of Holders
               of the Funding Note, be dissolved. In any other case the meeting
               may be adjourned for a period of not less than 10 days as
               determined by the chairman of the meeting prior to the
               adjournment of such meeting. In the absence of a quorum at any
               such adjourned meeting, such adjourned meeting may be further
               adjourned for a period of not less than 10 days as determined by
               the chairman of the meeting prior to the adjournment of such
               adjourned meeting. Notice of the reconvening of any adjourned
               meeting shall be given as provided in Section 12.2, except that
               such notice need be given only once not less than five days prior
               to the date on which the meeting is scheduled to be reconvened.
               Notice of the reconvening of an adjourned meeting shall state
               expressly the percentage, as provided above, of the principal
               amount of the Outstanding Funding Note which shall constitute a
               quorum.

          (b)  Except as limited by the proviso to Section 9.2(a), any
               resolution presented to a meeting or adjourned meeting duly
               reconvened at which a quorum is present as aforesaid may be
               adopted only by the affirmative vote of the Holders of a majority
               in principal amount of the Outstanding Funding Note; PROVIDED,
               HOWEVER, that, except as limited by the proviso to Section
               9.2(a), any resolution with respect to any consent or waiver
               which the Funding Note Indenture expressly provides may be given
               by the Holders of not less than 66 2/3% in principal amount of
               the Outstanding Funding Note may be adopted at a meeting or an
               adjourned meeting duly convened and at which a quorum is present
               as aforesaid only by the affirmative vote of the Holders of 66
               2/3% in principal amount of the Outstanding Funding Note; and
               PROVIDED, FURTHER, that, except as limited by the proviso to
               Section 9.2(a), any resolution with respect to any

                                       65


               request, demand, authorization, direction, notice, consent,
               waiver or other action which the Funding Note Indenture expressly
               provides may be made, given or taken by the Holders of a
               specified percentage, which is less than a majority, in principal
               amount of the Outstanding Funding Note may be adopted at a
               meeting or an adjourned meeting duly reconvened and at which a
               quorum is present as aforesaid by the affirmative vote of the
               Holders of such specified percentage in principal amount of the
               Outstanding Funding Note.

          (c)  Any resolution passed or decision taken at any meeting of Holders
               of the Funding Note duly held in accordance with this Section
               shall be binding on all the Holders of Funding Note, whether or
               not such Holders were present or represented at the meeting.

     SECTION 12.5   DETERMINATION OF VOTING RIGHTS; CONDUCT OF ADJOURNMENT OF
MEETINGS.

          (a)  Notwithstanding any other provisions of the Funding Note
               Indenture, the Funding Note Indenture Trustee may make such
               reasonable regulations as it may deem advisable for any meeting
               of Holders of the Funding Note in regard to proof of the holding
               of the Funding Note and of the appointment of proxies and in
               regard to the appointment and duties of inspectors of votes, the
               submission and examination of proxies, certificates and other
               evidence of the right to vote, and such other matters concerning
               the conduct of the meeting as it shall deem appropriate. Except
               as otherwise permitted or required by any such regulations, the
               holding of the Funding Note shall be proved in the manner
               specified in Section 8.4 and the appointment of any proxy shall
               be proved in the manner specified in Section 8.2. Such
               regulations may provide that written instruments appointing
               proxies, regular on their face, may be presumed valid and genuine
               without the proof specified in Section 8.2 or other proof.

          (b)  The Funding Note Indenture Trustee shall, by an instrument in
               writing, appoint a temporary chairman of the meeting, unless the
               meeting shall have been called by Global Funding or by Holders of
               the Funding Note as provided in Section 12.2(b), in which case
               Global Funding or the Holders of the Funding Note calling the
               meeting, as the case may be, shall in like manner appoint a
               temporary chairman. A permanent chairman and a permanent
               secretary of the meeting shall be elected by vote of the Persons
               entitled to vote a majority in principal amount of the
               Outstanding Funding Note represented at the meeting.

          (c)  At any meeting, each Holder of the Funding Note or proxy shall be
               entitled to one vote for each $1,000 of principal amount of the
               Funding Note held or represented by such Holder or proxy;
               PROVIDED, HOWEVER, that no vote shall be cast or counted at any
               meeting in respect of the Funding Note challenged as not
               Outstanding and ruled by the chairman of the

                                       66


               meeting to be not Outstanding. The chairman of the meeting shall
               have no right to vote, except as a Holder of the Funding Note or
               proxy.

          (d)  Any meeting of Holders of the Funding Note duly called pursuant
               to Section 12.2 at which a quorum is present may be adjourned
               from time to time by Persons entitled to vote a majority in
               principal amount of the Outstanding Funding Note represented at
               the meeting; and the meeting may be held as so adjourned without
               further notice.

     SECTION 12.6   COUNTING VOTES AND RECORDING ACTION OF MEETINGS. The vote
upon any resolution submitted to any meeting of Holders of the Funding Note
shall be (a) by written ballots on which shall be subscribed the signatures of
the Holders of the Funding Note or of their representatives by proxy and the
principal amounts and serial numbers of the Outstanding Funding Note held or
represented by them or (b) by such other procedures adopted by the Funding Note
Indenture Trustee in its discretion. The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in triplicate of all votes cast at
the meeting. A record, at least in triplicate, of the proceedings of each
meeting of Holders of the Funding Note shall be prepared by the secretary of the
meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts setting forth a copy of the notice of
the meeting and showing that said notice was given as provided in Section 12.2
and, if applicable, Section 12.4. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to Global Funding, and another to the Funding Note
Indenture Trustee to be preserved by the Funding Note Indenture Trustee, the
latter to have attached thereto the ballots voted at the meeting. Any record so
signed and verified shall be conclusive evidence of the matters therein stated.

                                   ARTICLE 13
                            MISCELLANEOUS PROVISIONS

     SECTION 13.1   NO RECOURSE. Notwithstanding anything to the contrary
contained in the Funding Note Indenture, or the Funding Note Certificate or
Supplemental Funding Note Indenture, none of the Funding Agreement Provider, its
officers, directors, affiliates, employees or agents, or any of the Delaware
Trustee, the Funding Note Indenture Trustee or the Global Funding Trust
Beneficial Owner, or any of their officers, directors, affiliates, employees or
agents (the "NONRECOURSE PARTIES") will be personally liable for the payment of
any principal, interest or any other sums at any time owing under the terms of
the Funding Note. If any Event of Default shall occur with respect to the
Funding Note, the right of the Holders of the Funding Note and the Funding Note
Indenture Trustee on behalf of such Holders in connection with a claim on the
Funding Note shall be limited solely to a proceeding against the Collateral.
Neither the Holders nor the Funding Note Indenture Trustee on behalf of the
Holders will have the right to proceed against the Nonrecourse Parties to
enforce the Funding Note (except that to the extent they exercise their rights,
if any, to seize the relevant Funding Agreement, they may enforce the relevant
Funding Agreement against the Funding Agreement Provider) or for any deficiency
judgment remaining after foreclosure of any property included in the relevant
Collateral.

                                       67


     It is expressly understood and agreed that nothing contained in this
Section shall in any manner or way constitute or be deemed a release of the debt
or other obligations evidenced by the Funding Note or otherwise affect or impair
the enforceability against Global Funding of the liens, assignments, rights and
the Security Interest created by or pursuant to the Funding Note Indenture, the
relevant Collateral or any other instrument or agreement evidencing, securing or
relating to the indebtedness or the obligations evidenced by the Funding Note.
Nothing in this Section shall preclude the Holders from foreclosing upon any
property included in the Collateral or any other rights or remedies in law or in
equity against Global Funding.

     SECTION 13.2   PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND
HOLDERS. Nothing in the Funding Note Indenture or in the Funding Note, expressed
or implied, shall give or be construed to give to any Person, other than the
parties to the Funding Note Indenture and their successors and the Holders of
the Funding Note, any legal or equitable right, remedy or claim under the
Funding Note Indenture or under any covenant or provision contained in the
Funding Note Indenture, all such covenants and provisions being for the sole
benefit of the parties to the Funding Note Indenture and their successors and of
the Holders of the Funding Note.

     SECTION 13.3   SUCCESSORS AND ASSIGNS OF TRUST BOUND BY INDENTURE. All the
covenants, stipulations, promises and agreements in the Funding Note Indenture
contained by or in behalf of Global Funding shall bind its successors and
assigns, whether so expressed or not.

     SECTION 13.4   NOTICES AND DEMANDS ON TRUST, FUNDING NOTE INDENTURE TRUSTEE
AND ANY HOLDER.

          (a)  Except as otherwise provided by this Section, any notice or
               demand which by any provision of the Funding Note Indenture is
               required or permitted to be given or served by the Funding Note
               Indenture Trustee or by any Holder of the Funding Note to or on
               Global Funding may be given or served by being deposited postage
               prepaid, first-class mail (except as otherwise specifically
               provided in the Funding Note Indenture) addressed (until another
               address of Global Funding is filed by Global Funding with the
               Funding Note Indenture Trustee) to the Delaware Trustee. Any
               notice, direction, request or demand by Global Funding or any
               Holder to or upon the Funding Note Indenture Trustee shall be
               deemed to have been sufficiently given or made, for all purposes,
               if given or made at the Corporate Trust Office.

          (b)  Where the Funding Note Indenture provides for notice to any
               Holder, such notice shall be sufficiently given (unless otherwise
               expressly provided in the Funding Note Indenture) if in writing
               and mailed, first-class postage prepaid, to each Holder entitled
               thereto, at such Holder's last address as it appears in the Note
               Register. In any case where notice to any Holder is given by
               mail, neither the failure to mail such notice, nor any defect in
               any notice so mailed, to any particular Holder shall affect the
               sufficiency of such notice with respect to any other Holder.

                                       68


          (c)  Where the Funding Note Indenture provides for notice in any
               manner, such notice may be waived in writing by the Person
               entitled to receive such notice, either before or after the
               event, and such waiver shall be the equivalent of such notice.
               Waivers of notice by any Holder shall be filed with the Funding
               Note Indenture Trustee, but such filing shall not be a condition
               precedent to the validity of any action taken in reliance upon
               such waiver.

          (d)  If, by reason of the suspension of or irregularities in regular
               mail service, it shall be impracticable to mail notice to Global
               Funding and each Holder when such notice is required to be given
               pursuant to any provision of the Funding Note Indenture, then any
               manner of giving such notice as shall be satisfactory to the
               Funding Note Indenture Trustee shall be deemed to be a sufficient
               giving of such notice.

          (e)  Global Funding shall deliver promptly to each rating agency then
               rating the Funding Note copies of each of the following:

               (i)     any repurchase of the Funding Note pursuant to Section
                       3.3;

               (ii)    any notice of any default or Event of Default;

               (iii)   any notice of redemption provided by Global Funding
                       pursuant to Section 3.1(d);

               (iv)    any notice of change in name, identity, organizational
                       structure, chief executive office, or chief place of
                       business of Global Funding provided by Global Funding
                       pursuant to Section 14.4(a);

               (v)     any Supplemental Funding Note Indenture;

               (vi)    any resignation, removal or appointment under the Funding
                       Note Indenture;

               (vii)   any amendment to any Funding Agreement; and

               (viii)  any other information reasonably requested by such rating
                       agency.

          Any such notice shall be addressed to:

          Standard & Poor's Ratings Services,
          a division of The McGraw-Hill Companies, Inc.
          55 Water Street
          New York, NY 10041
          Attention: Capital Markets
          Facsimile: (212) 438-5215

                                       69


          Moody's Investors Service Inc.
          99 Church Street
          New York, NY 10007
          Attention: Life Insurance Group
          Facsimile: (212) 553-4805

          or such other address previously furnished in writing to Global
          Funding by the applicable rating agency.

     SECTION 13.5   TRUST CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO BE
CONTAINED THEREIN.

          (a)  Except as otherwise expressly provided in the Funding Note
               Indenture, upon any application or demand by Global Funding to
               the Funding Note Indenture Trustee to take any action under any
               of the provisions of the Funding Note Indenture, Global Funding
               shall furnish to the Funding Note Indenture Trustee a Trust
               Certificate stating that all conditions precedent, if any,
               provided for in the Funding Note Indenture relating to the
               proposed action have been complied with and an Opinion of Counsel
               stating that in the opinion of the applicable counsel all such
               conditions precedent, if any, have been complied with, except
               that in the case of any such application or demand as to which
               the furnishing of such documents is specifically required by any
               provision of the Funding Note Indenture relating to such
               particular application or demand, no additional certificate or
               opinion need be furnished.

          (b)  Each certificate or opinion provided for in the Funding Note
               Indenture and delivered to the Funding Note Indenture Trustee
               with respect to compliance with a condition or covenant provided
               for in the Funding Note Indenture shall include:

               (i)     a statement that the Person making such certificate or
                       opinion has read such covenant or condition;

               (ii)    a brief statement as to the nature and scope of the
                       examination or investigation upon which the statements or
                       opinions contained in such certificate or opinion are
                       based;

               (iii)   a statement that, in the opinion of such Person, he has
                       made such examination or investigation or has received
                       such certificates, opinions, representations or
                       statements of counsel or accountants pursuant to
                       paragraphs (c) or (d) of this Section, as are necessary
                       to enable him to express an informed opinion as to
                       whether or not such covenant or condition has been
                       complied with; and

               (iv)    a statement as to whether or not, in the opinion of such
                       Person, such condition or covenant has been complied
                       with.

                                       70


          (c)  Any certificate, statement or opinion of Global Funding may be
               based upon a certificate or opinion of or representations by
               counsel, unless Global Funding knows that the certificate or
               opinion or representations with respect to the matters upon which
               his certificate, statement or opinion may be based as aforesaid
               are erroneous, or in the exercise of reasonable care should know
               that the same are erroneous. Any certificate, statement or
               opinion of counsel may be based, insofar as it relates to factual
               matters information with respect to which is in the possession of
               Global Funding, upon the certificate, statement or opinion of or
               representations by Global Funding, unless such counsel knows that
               the certificate, statement or opinion or representations with
               respect to the matters upon which the certificate, statement or
               opinion may be based as aforesaid are erroneous, or in the
               exercise of reasonable care should know that the same are
               erroneous.

          (d)  Any certificate, statement or opinion of Global Funding or of
               counsel may be based, insofar as it relates to accounting
               matters, upon a certificate or opinion of or representations by
               an accountant or firm of accountants in the employ of Global
               Funding, unless such officer or counsel, as the case may be,
               knows that the certificate or opinion or representations with
               respect to the accounting matters upon which the certificate,
               statement or opinion may be based as aforesaid are erroneous, or
               in the exercise of reasonable care should know that the same are
               erroneous.

          (e)  Any certificate or opinion of any independent firm of public
               accountants filed with the Funding Note Indenture Trustee shall
               contain a statement that such firm is independent.

     SECTION 13.6   GOVERNING LAW. Pursuant to Section 5-1401 of the General
Obligations Law of the State of New York, the Funding Note Indenture and the
Funding Note shall (unless specified otherwise in the Funding Note Certificate)
be governed by, and construed in accordance with, the laws of the State of New
York, except as required by mandatory provisions of law and except to the extent
that the validity or perfection of Global Funding's ownership of and security
interest in the Funding Agreement(s) or remedies under the Funding Note
Indenture in respect thereof may be governed by the laws of a jurisdiction other
than the State of New York. All judicial proceedings brought against Global
Funding or the Funding Note Indenture Trustee arising out of or relating to the
Funding Note Indenture, the Funding Note or any portion of the Collateral or
other assets of Global Funding may be brought in any state or Federal court in
the State of New York, provided that the Funding Note Certificate may specify
other jurisdictions as to which Global Funding may consent to the nonexclusive
jurisdiction of its courts with respect to the Funding Note.

     SECTION 13.7   COUNTERPARTS. The Funding Note Indenture may be executed in
any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

                                       71


     SECTION 13.8   TRUST INDENTURE ACT TO CONTROL. If and to the extent that
any provision of the Funding Note Indenture limits, qualifies or conflicts with
any duties under any required provision of the Trust Indenture Act imposed on
the Funding Note Indenture by Section 318(c) of the Trust Indenture Act (each,
an "INCORPORATED PROVISION"), such incorporated provision shall control.

     SECTION 13.9   JUDGMENT CURRENCY. Global Funding agrees, to the fullest
extent that it may effectively do so under applicable law, that:

          (a)  if for the purposes of obtaining judgment in any court it is
               necessary to convert the sum due in respect of the Funding Note
               in the Specified Currency into a currency in which a judgment
               will be rendered (the "JUDGMENT CURRENCY"), the rate of exchange
               used (the "REQUIRED RATE OF EXCHANGE") shall be the rate at which
               in accordance with normal banking procedures the Funding Note
               Indenture Trustee could purchase in The City of New York the
               Specified Currency with the Judgment Currency on the date on
               which final unappealable judgment is entered, unless such day is
               not a New York Banking Day, then, to the extent permitted by
               applicable law, the rate of exchange used shall be the rate at
               which in accordance with normal banking procedures the Funding
               Note Indenture Trustee could purchase in The City of New York the
               Specified Currency with the Judgment Currency on the New York
               Banking Day preceding the day on which final unappealable
               judgment is entered;

          (b)  its obligations under the Funding Note Indenture to make payments
               in the Specified Currency (i) shall not be discharged or
               satisfied by any tender, or any recovery pursuant to any judgment
               (whether or not entered in accordance with subsection (a)), in
               any currency other than the Specified Currency, except to the
               extent that such tender or recovery shall result in the actual
               receipt, by the payee, of the full amount of the Specified
               Currency expressed to be payable in respect of such payments,
               (ii) shall be enforceable as an alternative or additional cause
               of action for the purpose of recovering in the Specified Currency
               the amount, if any, by which such actual receipt shall fall short
               of the full amount of the Specified Currency so expressed to be
               payable and (iii) shall not be affected by judgment being
               obtained for any other sum due under the Funding Note Indenture;
               and

          (c)  it shall indemnify the Holder or Holders of the Funding Note
               against any loss incurred as a result of any variation between:

               (i)     the rate of exchange at which the Specified Currency
                       amount is actually converted into the Judgment Currency
                       for the purpose of that judgment or order; and

               (ii)    the Required Rate of Exchange.

                                       72


For purposes of this Section, "NEW YORK BANKING DAY" means any day except a
Saturday, Sunday or a legal holiday in The City of New York or a day on which
banking institutions in The City of New York are authorized or required by law
or executive order to close.

                                   ARTICLE 14
                                SECURITY INTEREST

     SECTION 14.1   SECURITY INTEREST.

          (a)  To secure the full and punctual payment of the Obligations in
               accordance with the terms of the Funding Note Indenture and to
               secure the performance of Global Funding's obligations under the
               Funding Note and the Funding Note Indenture, Global Funding
               pledges and collaterally assigns to and with the Funding Note
               Indenture Trustee for the benefit of each Holder of the Funding
               Note and any other Person for whose benefit the Funding Note
               Indenture Trustee is or will be holding the Collateral (the
               "SECURED PARTIES"), and grants to the Funding Note Indenture
               Trustee for the benefit of each Secured Party, a security
               interest in the Collateral specified in the Pricing Supplement as
               securing the Obligations with respect to the Funding Note, and
               all of the rights and privileges of Global Funding in and to the
               Collateral (the "SECURITY INTEREST"), effective as of the
               Original Issue Date of the Funding Note.

          (b)  It is expressly agreed that anything therein contained to the
               contrary notwithstanding, Global Funding shall remain liable
               under each Funding Agreement to perform all the obligations
               assumed by it thereunder, all in accordance with and pursuant to
               the terms and provisions thereof, and the Funding Note Indenture
               Trustee shall not have any obligations or liabilities by reason
               of or arising out of the Funding Note Indenture, nor shall the
               Funding Note Indenture Trustee be required or obligated in any
               manner to perform or fulfill any obligations of Global Funding
               under or pursuant to such Funding Agreement or to make any
               payment, to make any inquiry as to the nature or sufficiency of
               any payment received by it, or, prior to the occurrence and
               continuance of an Event of Default, to present or file any claim,
               or to take any action to collect or enforce the payment of any
               amounts that may have been assigned to it or to which it may be
               entitled at any time or times.

          (c)  The Funding Note Indenture Trustee acknowledges the grant of the
               Security Interest upon the issuance of the Funding Note, accepts
               the trusts under the Funding Note Indenture in accordance with
               the provisions of the Funding Note Indenture and agrees to
               perform its duties in the Funding Note Indenture to the end that
               the interests of each Secured Party may be adequately and
               effectively protected.

                                       73


     SECTION 14.2   REPRESENTATIONS AND WARRANTIES. Global Funding represents
and warrants (which representations and warranties shall be deemed to have been
repeated as of the date of the Funding Note Certificate) as follows:

          (a)  Global Funding owns each Funding Agreement that secures the
               Obligations and all of the rest of the Collateral, free and clear
               of any Liens other than the Security Interest in the Collateral.

          (b)  Global Funding has not performed any acts which might prevent the
               Funding Note Indenture Trustee from enforcing any of the terms of
               the Funding Note Indenture or which would limit the Funding Note
               Indenture Trustee in any such enforcement. Other than financing
               statements or other similar or equivalent documents or
               instruments with respect to the Security Interest, no financing
               statement, mortgage, security agreement or similar or equivalent
               document or instrument covering all or any part of the Collateral
               is on file or of record in any jurisdiction in which such filing
               or recording would be effective to perfect a Lien on such
               Collateral. No Collateral is in the possession of any Person
               (other than Global Funding or its agent) asserting any claim
               thereto or security interest therein, except that the Funding
               Note Indenture Trustee or its designee may have possession of
               Collateral as contemplated by the Funding Note Indenture.

          (c)  Each Security Interest constitutes a valid security interest
               securing the Obligations. When (i) the financing statements shall
               have been filed in the appropriate offices in Illinois, Delaware
               and New York, (ii) the Funding Note Indenture Trustee or its
               agent shall have taken possession of each applicable Funding
               Agreement, (iii) Global Funding shall have pledged and
               collaterally assigned each applicable Funding Agreement to the
               Funding Note Indenture Trustee and given written notice to the
               Funding Agreement Provider of each such assignment to the Funding
               Note Indenture Trustee and (iv) the Funding Agreement Provider
               shall have given its express written consent to such pledge and
               collateral assignment and affirmed in writing that the Funding
               Agreement Provider has changed its books and records to reflect
               such pledge and collateral assignment to the Funding Note
               Indenture Trustee, such Security Interest shall constitute a
               first priority perfected security interest in the Collateral,
               enforceable against Global Funding, Global Funding's creditors
               and any purchaser from Global Funding.

     SECTION 14.3   ADDITIONAL REPRESENTATIONS AND WARRANTIES. Global Funding
represents and warrants that:

          (a)  to the extent the creation of a security interest in any Funding
               Agreement is governed by the applicable UCC, the Funding Note
               Indenture creates a valid security interest (as defined in the
               applicable UCC) in each Funding Agreement in favor of the Funding
               Note Indenture Trustee for the benefit and security of the
               Secured Parties, which security interest is prior to all other
               Liens;

                                       74


          (b)  to the extent the UCC applies, each Funding Agreement consists of
               "general intangibles," "payment intangibles" and/or "instruments"
               within the meaning of the applicable UCC;

          (c)  subject to the grant of security interest, pledge and collateral
               assignment of Global Funding's estate, right, title and interest
               in each Funding Agreement, Global Funding is a party to and is
               the Person entitled to payment under each Funding Agreement on
               the date of the Funding Note Indenture free and clear of any
               Lien, claim or encumbrance of any Person, other then the Lien
               created under the Funding Note Indenture or any Lien otherwise
               permitted under the Funding Note Indenture;

          (d)  to the extent the UCC applies, Global Funding has caused or will
               have caused, within ten days after the date of the Funding Note
               Indenture, the filing of all appropriate financing statements in
               the proper filing office in the appropriate jurisdictions under
               applicable law in order to perfect the security interest in each
               Funding Agreement granted to the Funding Note Indenture Trustee
               for the benefit and security of the Secured Parties under the
               Funding Note Indenture;

          (e)  all original executed copies of each instrument that constitutes
               or evidences each Funding Agreement have been delivered to the
               Funding Note Indenture Trustee or a custodian for the Funding
               Note Indenture Trustee (the "CUSTODIAN");

          (f)  where all original executed copies of each instrument that
               constitutes or evidences each Funding Agreement have been
               delivered to the Custodian, Global Funding has received a written
               acknowledgment from the Custodian that the Custodian is holding
               the instruments that constitute or evidence each Funding
               Agreement solely on behalf of the Funding Note Indenture Trustee;

          (g)  other than the security interest granted to the Funding Note
               Indenture Trustee for the benefit and security of the Secured
               Parties pursuant to the Funding Note Indenture, Global Funding
               has not pledged, assigned, sold, granted a security interest in,
               or otherwise conveyed any of the Funding Agreements;

          (h)  Global Funding has not authorized the filing of and is not aware
               of any financing statements against Global Funding that include a
               description of collateral covering the Funding Agreement other
               than any financing statement relating to the security interest
               granted to the Funding Note Indenture Trustee for the benefit and
               security of the Secured Parties under the Funding Note Indenture
               or that has been terminated;

          (i)  Global Funding is not aware of any judgment or tax lien filings
               against Global Funding; and

                                       75


          (j)  none of the instruments that constitute or evidence the Funding
               Agreements has any marks or notations indicating that they have
               been pledged, assigned or otherwise conveyed to any Person other
               than the Funding Note Indenture Trustee for the benefit and
               security of the Secured Parties.

     The foregoing representations and warranties shall survive the execution
and delivery of the Funding Note. No party to the Funding Note Indenture shall
waive any of the foregoing representations and warranties. Global Funding shall
maintain the perfection and priority of the security interest in each Funding
Agreement.

     SECTION 14.4   FURTHER ASSURANCES; COVENANTS.

          (a)  Global Funding will not change its name, identity or
               organizational structure in any manner unless it shall have given
               the Funding Note Indenture Trustee at least 30 days' prior notice
               thereof. Global Funding will not change the location of its chief
               executive office or chief place of business unless it shall have
               given the Funding Note Indenture Trustee at least 30 days' prior
               notice thereof.

          (b)  Global Funding will, from time to time and upon advice of
               counsel, at Global Funding's expense, execute, deliver, file and
               record any statement, assignment, instrument, document, agreement
               or other paper and take any other action, (including, without
               limitation, any filings of financing or continuation statements)
               that from time to time may be necessary or desirable, or that the
               Funding Note Indenture Trustee may reasonably request, in order
               to create, preserve, perfect, confirm or validate a Security
               Interest or to enable the Holders of the Funding Note to obtain
               the full benefits of the Funding Note Indenture, or to enable the
               Funding Note Indenture Trustee to exercise and enforce any of its
               rights, powers and remedies under the Funding Note Indenture with
               respect to any Collateral. To the extent permitted by applicable
               law, Global Funding authorizes the Funding Note Indenture Trustee
               to execute and file financing statements or continuation
               statements without Global Funding's signature appearing thereon.
               Global Funding agrees that a carbon, photographic, photostatic or
               other reproduction of the Funding Note Indenture or of a
               financing statement is sufficient as a financing statement.
               Global Funding shall pay the costs of, or incidental to, any
               recording or filing of any financing or continuation statements
               concerning any Collateral.

          (c)  If any Collateral is at any time in the possession or control of
               any warehouseman, bailee or any of Global Funding's agents or
               processors, Global Funding shall notify such warehouseman,
               bailee, agent or processor of the Security Interest created by
               the Funding Note Indenture and to hold all such Collateral for
               the Funding Note Indenture Trustee's account subject to the
               Funding Note Indenture Trustee's instructions.

                                       76


          (d)  Global Funding will, promptly upon request, provide to the
               Funding Note Indenture Trustee all information and evidence it
               may reasonably request concerning the Collateral to enable the
               Funding Note Indenture Trustee to enforce the provisions of the
               Funding Note Indenture.

          (e)  Not more than six months nor less than 30 days prior to each date
               on which Global Funding proposes to take any action contemplated
               by Section 14.4(a), Global Funding shall, at its cost and
               expense, cause to be delivered to the Funding Note Indenture
               Trustee an Opinion of Counsel, satisfactory to the Funding Note
               Indenture Trustee, to the effect that all financing statements
               and amendments or supplements thereto, continuation statements
               and other documents required to be recorded or filed in order to
               perfect and protect the Security Interest for a period, specified
               in such Opinion of Counsel, continuing until a date not earlier
               than 18 months from the date of such Opinion of Counsel, against
               all creditors of and purchasers from Global Funding have been
               filed in each filing office necessary for such purpose and that
               all filing fees and taxes, if any, payable in connection with
               such filings have been paid in full.

          (f)  From time to time upon request by the Funding Note Indenture
               Trustee, Global Funding shall, at its cost and expense, cause to
               be delivered to the Funding Note Indenture Trustee an Opinion of
               Counsel satisfactory to the Funding Note Indenture Trustee as to
               such matters relating to the Security Interest as the Funding
               Note Indenture Trustee or the Holder Representative may
               reasonably request.

     SECTION 14.5   GENERAL AUTHORITY. Global Funding irrevocably appoints the
Funding Note Indenture Trustee its true and lawful attorney, with full power of
substitution, in the name of Global Funding, the Funding Note Indenture Trustee,
the Holders of the Funding Note or otherwise, for the sole use and benefit of
the Secured Parties, but at Global Funding's expense, to the extent permitted by
law to exercise, at any time and from time to time while an Event of Default has
occurred and is continuing, all or any of the following powers with respect to
all or any of the Collateral:

          (a)  to demand, sue for, collect, receive and give acquittance for any
               and all monies due or to become due thereon or by virtue thereof,

          (b)  to settle, compromise, compound, prosecute or defend any action
               or proceeding with respect thereto,

          (c)  to sell, transfer, assign or otherwise deal in or with the same
               or the proceeds or avails thereof, as fully and effectually as if
               the Funding Note Indenture Trustee were the absolute owner
               thereof, and

          (d)  to extend the time of payment of any or all thereof and to make
               any allowance and other adjustments with reference thereto;

                                       77


PROVIDED that the Funding Note Indenture Trustee shall give Global Funding not
less than 10 days' prior notice of the time and place of any sale or other
intended disposition of any of the Collateral, except any part of the Collateral
which threatens to decline speedily in value or is of a type customarily sold on
a recognized market.

     SECTION 14.6   REMEDIES UPON EVENT OF DEFAULT. If any Event of Default has
occurred and is continuing, the Funding Note Indenture Trustee may exercise on
behalf of the Holders of the Funding Note all rights of a secured party under
applicable law and, in addition, the Funding Note Indenture Trustee may, without
being required to give any notice, except as provided in the Funding Note
Indenture or as may be required by mandatory provisions of law, (i) apply all
cash, if any, then held by it as all or part of the Collateral as specified in
Section 5.3 and (ii) if there shall be no such cash or if such cash shall be
insufficient to pay all the Obligations in full, sell the Collateral (including
each applicable Funding Agreement) or any part thereof at public or private
sale, for cash, upon credit or for future delivery, and at such price or prices
as the Funding Note Indenture Trustee may deem satisfactory. Any Holder may be
the purchaser of any or all of the Collateral so sold at any public sale (or, if
the Collateral is of a type customarily sold in a recognized market or is of a
type which is the subject of widely distributed standard price quotations, at
any private sale). Global Funding will execute and deliver such documents and
take such other action as the Funding Note Indenture Trustee deems necessary or
advisable in order that any such sale may be made in compliance with law. Upon
any such sale the Funding Note Indenture Trustee shall have the right to
deliver, assign and transfer to the purchaser thereof the Collateral so sold.
Each purchaser at any such sale shall hold the Collateral so sold to it
absolutely and free from any claim or right of whatsoever kind, including any
equity or right of redemption of Global Funding which may be waived, and Global
Funding, to the extent permitted by law, specifically waives all rights of
redemption, stay or appraisal which it has or may have under any law. The notice
(if any) of such sale shall (A) in the case of a public sale, state the time and
place fixed for such sale, and (B) in the case of a private sale, state the day
after which such sale may be consummated. Any such public sale shall be held at
such time or times within ordinary business hours and at such place or places as
the Funding Note Indenture Trustee may fix in the notice of such sale. At any
such sale the Collateral may be sold in one lot as an entirety or in separate
parcels, as the Funding Note Indenture Trustee may determine. The Funding Note
Indenture Trustee shall not be obligated to make any such sale pursuant to any
such notice. The Funding Note Indenture Trustee may, without notice or
publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for the
sale, and such sale may be made at any time or place to which the same may be so
adjourned. In the case of any sale of all or any part of the Collateral on
credit or for future delivery, the Collateral so sold may be retained by the
Funding Note Indenture Trustee until the selling price is paid by the purchaser
thereof, but the Funding Note Indenture Trustee shall not incur any liability in
the case of the failure of such purchaser to take up and pay for the Collateral
so sold and, in the case of any such failure, such Collateral may again be sold
upon like notice. The Funding Note Indenture Trustee, instead of exercising the
power of sale conferred upon it in the Funding Note Indenture, may proceed by a
suit or suits at law or in equity to foreclose a Security Interest and sell any
Collateral, or any portion thereof, under a judgment or decree of a court or
courts of competent jurisdiction.

     SECTION 14.7   LIMITATION ON DUTIES OF FUNDING NOTE INDENTURE TRUSTEE WITH
RESPECT TO COLLATERAL. Beyond the exercise of reasonable care in the custody
thereof, the Funding Note

                                       78


Indenture Trustee shall have no duty as to any portion of the Collateral in its
possession or control or in the possession or control of any agent or bailee or
as to the preservation of rights against prior parties or any other rights
pertaining thereto. The Funding Note Indenture Trustee shall be deemed to have
exercised reasonable care in the custody of the Collateral in its possession if
the Collateral is accorded treatment substantially equal to that which it
accords its own property, and shall not be liable or responsible for any loss or
damage to any of the Collateral, or for any diminution in the value thereof, by
reason of the act or omission of any warehouseman, carrier, forwarding agency,
consignee or other agent or bailee selected by the Funding Note Indenture
Trustee in good faith.

     SECTION 14.8   CONCERNING THE FUNDING NOTE INDENTURE TRUSTEE. In
furtherance and not in derogation of the rights, privileges and immunities of
the Funding Note Indenture Trustee specified in the Funding Note Indenture:

          (a)  the Funding Note Indenture Trustee is authorized to take all such
               action as is provided to be taken by it as Funding Note Indenture
               Trustee under this Article and all other action reasonably
               incidental thereto. As to any matters not expressly provided for
               in this Article (including, without limitation, the timing and
               methods of realization upon any Collateral) the Funding Note
               Indenture Trustee shall act or refrain from acting in accordance
               with written instructions from the Holder or Holders of the
               required percentage of aggregate principal amount of the Funding
               Note for any instructions or, in the absence of such
               instructions, in accordance with its discretion; and

          (b)  the Funding Note Indenture Trustee shall not be responsible for
               the existence, genuineness or value of any of the Collateral or
               for the validity, perfection, priority or enforceability of the
               Security Interest in any of the Collateral, whether impaired by
               operation of law or by reason of any action or omission to act on
               its part under the Funding Note Indenture.

     SECTION 14.9   TERMINATION OF SECURITY INTEREST. Upon the repayment in full
of all Obligations, the Security Interest shall terminate and all rights to the
Collateral shall revert to Global Funding. Upon such termination of a Security
Interest, and delivery of a certificate by Global Funding to such effect, the
Funding Note Indenture Trustee will, at the expense of Global Funding, execute
and deliver to Global Funding such documents as Global Funding shall reasonably
request to evidence the termination of the Security Interest.

                                       79


                                                                     EXHIBIT A-1

   Form of Funding Note Related to Secured Medium Term Notes Issued under the
                        Secured Medium Term Notes Program

                                      A1-1


                                                                     EXHIBIT A-2

   Form of Funding Note Related to Secured Medium Term Notes Issued under the
                      Allstate Lif(SM) CoreNotes(M) Program

                                      A2-1


                                                                       EXHIBIT B

                      FORM OF CERTIFICATE OF AUTHENTICATION

     This Funding Note Certificate is the Funding Note Certificate representing
     the Funding Note described in the within-mentioned Funding Note Indenture
     and is being issued in accordance with Section 2.5(f) of the Funding Note
     Indenture.

                                       J.P. MORGAN TRUST COMPANY, NATIONAL
                                       ASSOCIATION,
                                       as Funding Note Indenture Trustee


                                       By:
                                          ---------------------------------
                                          Authorized Signatory


Dated:

                                       B-1




                                                                     EXHIBIT 4.9

                           FORM OF GLOBAL SECURITY FOR
                        SECURED MEDIUM TERM NOTES PROGRAM

                            [FACE OF GLOBAL SECURITY]

[IF THE GLOBAL SECURITY IS REGISTERED IN THE NAME OF CEDE & CO., INSERT

UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS NOTE CERTIFICATE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE STANDARD
INDENTURE TERMS HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE &
CO., OR SUCH OTHER NOMINEE OF DTC, OR ANY SUCCESSOR DEPOSITARY ("DEPOSITARY"),
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY. THE NOTES
REPRESENTED BY THIS NOTE CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART
FOR NOTES REGISTERED, AND NO TRANSFER OF THE NOTES REPRESENTED BY THIS NOTE
CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE STANDARD INDENTURE TERMS. EVERY NOTE CERTIFICATE
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE
FOR, OR IN LIEU OF, THIS NOTE CERTIFICATE WILL BE A GLOBAL SECURITY SUBJECT TO
THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.]

                                                           CUSIP No.:

                 ALLSTATE LIFE GLOBAL FUNDING TRUST [   ] - [  ]

                            SECURED MEDIUM TERM NOTES

                                                       
Title of Notes:                                           Stated Maturity Date:
Principal Amount: $_____________                          Settlement Date and Time:
         (or principal amount of foreign or composite     Securities Exchange Listing: / / Yes / / No.  If yes,
         currency)                                                 indicate name(s) of Securities Exchange(s):
Original Issue Date:                                               __________________________.
Issue Price:





                                        1


                                                       
Interest Rate or Formula:
Fixed Rate Note: / / Yes / / No. If yes,
         Interest Rate:                                   Floating Rate Note: / / Yes / / No. If yes,
         Interest Payment Dates:                                   Regular Floating Rate Notes: / /
         Day Count Convention:                                     Inverse Floating Rate Notes: / /
         Additional/Other Terms:                                   Floating Rate/Fixed Rate Notes: / /
Amortizing Note: / / Yes / / No. If yes,                           Interest Rate:
         Amortization schedule or formula:                         Interest Rate Basis(es):
         Additional/Other Terms:                                          LIBOR / /
Discount Note: / / Yes / / No. If yes,                                         / / LIBOR Reuters Page:
         Total Amount of Discount:                                             / / LIBOR Telerate Page:
         Initial Accrual Period of Discount:                                   LIBOR Currency:
         Interest Payment Dates:                                          Constant Maturity Treasury Rate / /
         Additional/Other Terms:                                               Designated CMT Telerate Page:
Redemption Provisions: / / Yes / / No. If yes,                                         If Telerate Page 7052:
         Initial Redemption Date:                                                      / / Weekly Average
         Initial Redemption Percentage:                                                / / Monthly Average
         Annual Redemption Percentage Reduction,                               Designated CMT Maturity Index:
                  if any:                                                 CD Rate / /
         Additional/Other Terms:                                          Commercial Paper Rate / /
Repayment Provisions: / / Yes / / No. If yes,                             Federal Funds Rate / /
         Optional Repayment Date(s):                                      Prime Rate / /
         Optional Repayment Price:                                        Treasury Rate / /
         Additional/Other Terms:                                          Eleventh District Cost of Funds Rate / /
Regular Interest Record Date(s):                                          EURIBOR Rate / /
Sinking Fund:                                                             Other / /  See attached.
Specified Currency:                                                Index Maturity:
Exchange Rate Agent:                                               Spread and/or Spread Multiplier, if any:
Calculation Agent:                                                 Initial Interest Rate, if any:
Depositary:                                                        Initial Interest Reset Date:
Authorized Denominations:                                          Interest Reset Dates:
Collateral: Allstate Life Insurance Company                        Interest Determination Date(s):
         Funding Agreement No(s). /  /, all                        Interest Payment Dates:
         proceeds of such Funding Agreement(s), all                Maximum Interest Rate, if any:
         books and records pertaining to such Funding              Minimum Interest Rate, if any:
         Agreement(s) and all rights of the Trust                  Fixed Rate Commencement Date, if any:
         pertaining to the foregoing.                              Fixed Interest Rate, if any:
Additional Amounts to be Paid: / / Yes / / No                      Day Count Convention:
Additional/Other Terms:                                            Additional/Other Terms:





     This Note Certificate is a Global Security in respect of a duly authorized
issue of Notes (the "Notes") of the Allstate Life Global Funding Trust
designated above, a statutory trust organized under the laws of the State of
Delaware (the "Trust"). The Notes are issued under the Indenture, dated as of
the date hereof (as amended or supplemented from time to time, the "Indenture")
between the Trust and J.P. Morgan Trust Company, National Association, as
indenture trustee (including any successor, the "Indenture Trustee").
Capitalized terms used

                                        2


herein and not otherwise defined shall have the respective meanings ascribed in
the Standard Indenture Terms, dated as of [          ] (as amended or
supplemented from time to time, the "Standard Indenture Terms").

     The Trust, for value received, hereby promises to pay to Cede & Co. or its
registered assigns, on the Stated Maturity Date (or on the date of redemption or
repayment by the Trust prior to maturity pursuant to redemption or repayment
provisions, in each case, if provided for above) the principal amount specified
above and, if so specified above, to pay interest from time to time on the Notes
represented by this Note Certificate from the Original Issue Date specified
above (the "Original Issue Date") or from the most recent Interest Payment Date
to which interest has been paid or duly provided for at the rate per annum
determined in accordance with the provisions on the reverse hereof and as
specified above, until the principal of the Notes represented by this Note
Certificate is paid or made available for payment and to pay such other amounts
due and owing with respect to the Notes represented by this Note Certificate.

     On any exchange or purchase and cancellation of any of the Notes
represented by this Note Certificate, details of such exchange or purchase and
cancellation shall be entered in the records of the Indenture Trustee. Upon any
such exchange or purchase and cancellation, the principal amount of the Notes
represented by this Note Certificate shall be charged by the principal amount so
exchanged or purchased and cancelled, as provided in the Standard Indenture
Terms.

     Unless otherwise set forth above, if the Notes are subject to an Annual
Redemption Percentage Reduction as specified above, the Redemption Price of the
Notes represented by this Note Certificate shall initially be the Initial
Redemption Percentage of the principal amount of the Notes represented by this
Note Certificate on the Initial Redemption Date and shall decline at each
anniversary of the Initial Redemption Date (each such date, a "Redemption Date")
by the Annual Redemption Percentage Reduction of such principal amount until the
Redemption Price is 100% of such principal amount.

     The Notes will mature on the Stated Maturity Date, unless their principal
(or, any installment of their principal) becomes due and payable prior to the
Stated Maturity Date, whether, as applicable, by the declaration of acceleration
of maturity, notice of redemption at the option of the Trust, notice of the
Holder's option to elect repayment or otherwise (the Stated Maturity Date or any
date prior to the Stated Maturity Date on which the Notes become due and
payable, as the case may be, are referred to as the "Maturity Date" with respect
to principal of the Notes repayable on such date).

     Unless otherwise provided above and except as provided in the following
paragraph, the Trust will pay interest on each Interest Payment Date specified
above, commencing with the first Interest Payment Date next succeeding the
Original Issue Date, and on the Maturity Date; PROVIDED that any payment of
principal, premium, if any, interest or other amounts to be made on any Interest
Payment Date or on a Maturity Date that is not a Business Day shall be made on
the next succeeding Business Day, PROVIDED, HOWEVER, with respect to an Interest
Payment Date other than the Maturity Date, if the Notes are LIBOR Notes (as
defined in Section 3 on the reverse hereof) and that next succeeding Business
Day falls in the next succeeding calendar month, such payment shall be made on
the immediately preceding Business Day.

                                        3


     Unless otherwise specified above, the interest payable on each Interest
Payment Date or on the Maturity Date will be the amount equal to the interest
accrued from and including the immediately preceding Interest Payment Date in
respect of which interest has been paid or from and including the date of issue,
if no interest has been paid, to but excluding the applicable Interest Payment
Date or the Maturity Date, as the case may be (each, an "Interest Period").

     Reference is hereby made to the further provisions of the Notes set forth
on the reverse hereof and, if so specified on the face hereof, in an Addendum
hereto, which further provisions shall for all purposes have the same force and
effect as if set forth on the face hereof.

     Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to the Notes as specified above, the Notes
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions."

     The Notes represented by this Note Certificate shall not be valid or become
obligatory for any purpose until the certificate of authentication hereon shall
have been executed by the Indenture Trustee pursuant to the Indenture.

                                        4


     IN WITNESS WHEREOF, the Trust has caused this instrument to be duly
executed on its behalf.


Dated:  Original Issue Date             THE ALLSTATE LIFE GLOBAL FUNDING TRUST
                                              SPECIFIED ON THE FACE OF THIS NOTE
                                              CERTIFICATE,
                                        as Issuer


                                        By: WILMINGTON TRUST COMPANY,
                                        not in its individual capacity
                                        but solely as Delaware Trustee.

                                        By:
                                           ------------------------------------
                                           Name:
                                           Title:


                          CERTIFICATE OF AUTHENTICATION

     This Note Certificate is one of the Note Certificates representing Notes
described in the within-mentioned Indenture and is being issued in accordance
with Section [2.5(f)] of the Standard Indenture Terms.

Dated: Original Issue Date              J.P. MORGAN TRUST COMPANY, NATIONAL
                                               ASSOCIATION,
                                        as Indenture Trustee

                                        By:
                                            -----------------------------------
                                            Authorized Signatory

                                        5


                          [REVERSE OF GLOBAL SECURITY]

     SECTION 1.  GENERAL. This Note Certificate is a Global Security in respect
of a duly authorized issue of Notes of the Trust. The Notes are issued pursuant
to the Indenture.

     SECTION 2.  CURRENCY. The Notes are denominated in, and payments of
principal of, premium, if any, and interest on, if any, and other amounts in
respect of, the Notes will be in the Specified Currency designated on the face
hereof. If the Notes are Foreign Currency Notes, any amounts so payable by the
Trust in the Specified Currency will be converted by the exchange rate agent
designated on the face hereof (the "Exchange Rate Agent") into United States
dollars for payment to the registered holders hereof unless otherwise specified
on the face hereof or a registered holder elects, in the manner described below,
to receive payments in the Specified Currency.

     If the Specified Currency for Foreign Currency Notes is not available for
any required payment of principal, premium, if any, and/or interest, if any, due
to the imposition of exchange controls or other circumstances beyond the control
of the Trust, the Trust will be entitled to satisfy the obligations to the
registered holders of such Foreign Currency Notes by making payments in United
States dollars based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent at approximately 11:00 A.M., New York City
time, on the second Business Day preceding the applicable payment date from
three recognized foreign exchange dealers (one of whom may be the Exchange Rate
Agent) selected by the Exchange Rate Agent and approved by the Trust for the
purchase by the quoting dealer of the Specified Currency for United States
dollars for settlement on that payment date in the aggregate amount of the
Specified Currency payable to all registered holders of such Foreign Currency
Notes scheduled to receive United States dollar payments and at which the
applicable dealer commits to execute a contract. All currency exchange costs
will be borne by the relevant registered holders of such Foreign Currency Notes
by deductions from any payments. If three bid quotations are not available,
payments will be made in the Specified Currency.

     Registered holders of Foreign Currency Notes may elect to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest,
if any, in the Specified Currency by submitting a written request to the
Indenture Trustee at its corporate trust office in The City of New York on or
prior to the applicable Regular Interest Record Date or at least fifteen
calendar days prior to the Maturity Date, as the case may be. This written
request may be mailed or hand delivered or sent by cable, telex or other form of
facsimile transmission. This election will remain in effect until revoked by
written notice delivered to the Indenture Trustee on or prior to a Regular
Interest Record Date or at least fifteen calendar days prior to the Maturity
Date, as the case may be. Registered holders of Foreign Currency Notes to be
held in the name of a broker or nominee should contact their broker or nominee
to determine whether and how an election to receive payments in the Specified
Currency may be made.

     Unless otherwise specified on the face hereof, if the Specified Currency is
other than United States dollars, a beneficial owner hereof which elects to
receive payments of principal, premium, if any, and/or interest, if any, in the
Specified Currency must notify the DTC participant (the "Participant") through
which it owns its interest on or prior to the applicable

                                        6


Regular Interest Record Date or at least fifteen calendar days prior to the
Maturity Date, as the case may be, of its election. The applicable Participant
must notify the Depositary of its election on or prior to the third Business Day
after the applicable Regular Interest Record Date or at least twelve calendar
days prior to the Maturity Date, as the case may be, and the Depositary will
notify the Indenture Trustee of that election on or prior to the fifth Business
Day after the applicable Regular Interest Record Date or at least ten calendar
days prior to the Maturity Date, as the case may be. If complete instructions
are received by the Participant from the applicable beneficial owner and
forwarded by the Participant to the Depositary, and by the Depositary to the
Indenture Trustee, on or prior to such dates, then the applicable beneficial
owner will receive payments in the Specified Currency.

     Unless otherwise specified on the face hereof, if payment in the Specified
Currency hereon is not available to the Trust for any required payment of
principal, premium, if any, and/or interest, if any, due to the imposition of
exchange controls or other circumstances beyond the Trust's control, then the
Trust will be entitled to satisfy its obligations by making payments in United
States dollars on the basis of the Market Exchange Rate, computed by the
Exchange Rate Agent as described above, on the second Business Day prior to the
particular payment or, if the Market Exchange Rate is not then available, on the
basis of the most recently available Market Exchange Rate. The "Market Exchange
Rate" for a Specified Currency other than United States dollars means the noon
dollar buying rate in The City of New York for cable transfers for the Specified
Currency as certified for customs purposes (or, if not so certified, as
otherwise determined) by the Federal Reserve Bank of New York. Any payment in
respect hereof made under such circumstances in U.S. Dollars will not constitute
an Event of Default under the Indenture.

     In the event that a member state of the European Union in whose national
currency is the Specified Currency becomes a participant member in the third
stage of the European economic and monetary union, the Trust may on or after the
date of such occurrence, without the consent of the Holder hereof, redenominate
all, but not less than all, of the Notes hereof.

     All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion and, in the absence of manifest error, shall be
conclusive for all purposes and binding on the Holder hereof and any applicable
Entitlement Holders.

     All currency exchange costs will be borne by the Holder hereof by deduction
from the payments made hereon.

     SECTION 3.  DETERMINATION OF INTEREST RATE AND OTHER PAYMENT PROVISIONS.

     FIXED RATE NOTES. If the Notes are designated on the face hereof as "Fixed
Rate Notes," the Notes will bear interest from the Original Issue Date until the
Maturity Date. Unless otherwise specified on the face hereof, the rate of
interest payable on the Notes will not be adjusted; unless otherwise specified
on the face hereof, interest will be payable on the Interest Payment Dates set
forth on the face hereof and at the Maturity Date. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. If any Interest Payment
Date or the Maturity Date of Fixed Rate Notes falls on a day that is not a
Business Day, any payments of principal, premium, if any, and/or interest or
other amounts required to be made, may be made

                                        7


on the next succeeding Business Day, and no additional interest will accrue in
respect of the payment made on that next succeeding Business Day.

     DISCOUNT NOTES. If the Notes are designated on the face hereof as "Discount
Notes" (as defined below), payments in respect of the Notes shall be made as set
forth on the face hereof. In the event a Discount Note is redeemed, repaid or
accelerated, the amount payable to the Holder of such Note on the Maturity Date
will be equal to the sum of (1) the Issue Price (increased by any accruals of
discount) and, in the event of any redemption of such Discount Notes, if
applicable, multiplied by the Initial Redemption Percentage (as adjusted by the
Annual Redemption Percentage Reduction, if applicable); and (2) any unpaid
interest accrued on such Discount Notes to the date of redemption, repayment or
acceleration of maturity, as applicable. For purposes of determining the amount
of discount that has accrued as of any date on which a redemption, repayment or
acceleration of maturity of the Notes occurs for Discount Notes, the discount
will be accrued using a constant yield method. The constant yield will be
calculated using a 30-day month, 360-day year convention, a compounding period
that, except for the Initial Period (as defined below), corresponds to the
shortest period between Interest Payment Dates for the Discount Notes (with
ratable accruals within a compounding period), a coupon rate equal to the
initial coupon rate applicable to Discount Notes and an assumption that the
maturity of such Discount Notes will not be accelerated. If the period from the
date of issue to the first Interest Payment Date for Discount Notes (the
"Initial Period") is shorter than the compounding period for such Discount
Notes, a proportionate amount of the yield for an entire compounding period will
be accrued. If the Initial Period is longer than the compounding period, then
the period will be divided into a regular compounding period and a short period
with the short period being treated as provided in the preceding sentence. A
"Discount Note" is any Note that has an Issue Price that is less than 100% of
the principal amount thereof by more than a percentage equal to the product of
0.25% and the number of full years to the Stated Maturity Date.

     AMORTIZING NOTES. If the Notes are specified on the face hereof as
"Amortizing Notes," the Notes shall bear interest at the rate set forth on the
face hereof, and payments of principal and interest shall be made as set forth
on the face hereof and/or in accordance with SCHEDULE I attached hereto. Unless
otherwise specified on the face hereof, interest on the Notes will be computed
on the basis of a 360-day year of twelve 30-day months. Payments with respect to
Amortizing Notes will be applied first to interest due and payable on the Notes
and then to the reduction of the unpaid principal amount of Notes represented by
this Note Certificate.

     FLOATING RATE NOTES. If the Notes are specified on the face hereof as
"Floating Rate Notes," interest on the Notes shall accrue and be payable in
accordance with this Section 3. A Floating Rate Note may be a CD Rate Note, CMT
Rate Note, Commercial Paper Rate Note, Eleventh District Cost of Funds Rate
Note, Federal Funds Rate Note, LIBOR Note, EURIBOR Note, Prime Rate Note,
Treasury Rate Note, or as otherwise set forth on the face hereof. If the Notes
are designated on the face hereof as Floating Rate Notes, the face hereof will
specify whether the Notes are Regular Floating Rate Notes, Inverse Floating Rate
Notes or Floating Rate/Fixed Rate Notes. For the period from the date of issue
to, but not including, the first Interest Reset Date set forth on the face
hereof, the interest rate hereon shall be the Initial Interest Rate specified on
the face hereof. Thereafter, the interest rate hereon will be reset as of and be
effective as of each Interest Reset Date.

                                        8


     (A)  If any Interest Reset Date would otherwise be a day that is not a
          Business Day, such Interest Reset Date shall be postponed to the next
          day that is a Business Day; PROVIDED, HOWEVER, that if the Notes are
          LIBOR Notes and such Business Day is in the next succeeding calendar
          month, such Interest Reset Date shall be the Business Day immediately
          preceding such Interest Reset Date.

     (B)  Unless specified otherwise on the face hereof, Interest Reset Dates
          are as follows: (1) if the Notes reset daily, each Business Day, (2)
          if the Notes reset weekly, other than Treasury Rate Notes, the
          Wednesday of each week, (3) if the Notes are Treasury Rate Notes that
          reset weekly, and except as provided below under "Treasury Rate
          Notes," the Tuesday of each week, (4) if the Notes reset monthly, the
          third Wednesday of each month, unless the Eleventh District Cost of
          Funds Rate is the Interest Rate Basis (as defined below) applicable to
          the Notes, in which case the Notes will reset the first calendar day
          of the month, (5) if the Notes reset quarterly, the third Wednesday of
          March, June, September and December of each year, (6) if the Notes
          reset semiannually, the third Wednesday of each of the two months
          specified on the face hereof and (7) if the Notes reset annually, the
          third Wednesday of the month specified each year; PROVIDED, HOWEVER,
          that with respect to Floating Rate/ Fixed Rate Notes, the rate of
          interest thereon will not reset after the particular Fixed Rate
          Commencement Date specified on the face hereof (the "Fixed Rate
          Commencement Date").

     (C)  Accrued interest is calculated by multiplying the principal amount of
          such Floating Rate Note by an accrued interest factor. The accrued
          interest factor is computed by adding the interest factor calculated
          for each day in the particular Interest Period. The interest factor
          for each day will be computed by dividing the interest rate applicable
          to such day by 360, in the case of Floating Rate Notes as to which the
          CD Rate, the Commercial Paper Rate, the Eleventh District Cost of
          Funds Rate, the Federal Funds Rate, LIBOR or the Prime Rate is an
          applicable Interest Rate Basis, or by the actual number of days in the
          year, in the case of Floating Rate Notes as to which the CMT Rate or
          the Treasury Rate is an applicable Interest Rate Basis. The interest
          factor for Floating Rate Notes as to which the interest rate is
          calculated with reference to two or more Interest Rate Bases will be
          calculated in each period in the same manner as if only the applicable
          Interest Rate Basis specified on the face hereof applied. The interest
          rate shall be set forth on the face hereof. For purposes of making the
          foregoing calculation, the interest rate in effect on any Interest
          Reset Date will be the applicable rate as reset on that date. Unless
          otherwise specified on the face hereof, the interest rate that is
          effective on the applicable Interest Reset Date will be determined on
          the applicable Interest Determination Date and calculated on the
          applicable Calculation Date (as defined below). "Calculation Date"
          means the date by which the Calculation Agent designated on the face
          hereof, is to calculate the interest rate which will be the earlier of
          (1) the tenth calendar day after the particular Interest Determination
          Date or, if such day is not a Business Day, the next succeeding
          Business Day; or (2) the Business Day immediately preceding the
          applicable Interest Payment Date or the Maturity Date, as the case may
          be.

                                        9


     (D)  Unless otherwise specified on the face hereof, all percentages
          resulting from any calculation on Floating Rate Notes will be rounded
          to the nearest one hundred-thousandth of a percentage point, with five
          one-millionths of a percentage point rounded upwards. All dollar
          amounts used in or resulting from any calculation on Floating Rate
          Notes will be rounded, in the case of United States dollars, to the
          nearest cent or, in the case of a foreign currency, to the nearest
          unit (with one-half cent or unit being rounded upwards).

     Unless otherwise specified on the face hereof and except as provided below,
interest will be payable as follows: (1) if the Interest Reset Date for the
Notes is daily, weekly or monthly, interest will be payable on the third
Wednesday of each month or on the third Wednesday of March, June, September and
December of each year, as specified on the face hereof, (2) if the Interest
Reset Date for the Notes is quarterly, interest will be payable on the third
Wednesday of March, June, September, and December of each year, (3) if the
Interest Reset Date for the Notes is semiannually, interest will be payable on
the third Wednesday of each of two months specified on the face hereof of each
year, (4) if the Interest Reset Date for the Notes is annually, interest will be
payable on the third Wednesday of the month specified on the face hereof of each
year. In each of these cases, interest will also be payable on the Maturity
Date.

     If specified on the face hereof, the Notes may have either or both of a
Maximum Interest Rate or Minimum Interest Rate. If a Maximum Interest Rate is so
designated, the interest rate that may accrue during any Interest Period for
Floating Rate Notes cannot ever exceed such Maximum Interest Rate and in the
event that the interest rate on any Interest Reset Date would exceed such
Maximum Interest Rate (as if no Maximum Interest Rate were in effect) then the
interest rate on such Interest Reset Date shall be the Maximum Interest Rate. If
a Minimum Interest Rate is so designated, the interest rate that may accrue
during any Interest Period for Floating Rate Notes cannot ever be less than such
Minimum Interest Rate and in the event that the interest rate on any Interest
Reset Date would be less than such Minimum Interest Rate (as if no Minimum
Interest Rate were in effect) then the interest rate on such Interest Reset Date
shall be the Minimum Interest Rate. Notwithstanding anything to the contrary
contained herein, if the Notes are designated on the face hereof as Floating
Rate Notes, the interest rate on Notes shall not exceed the maximum interest
rate permitted by applicable law.

     All determinations of interest by the Calculation Agent designated on the
face hereof will, in the absence of manifest error, be conclusive for all
purposes and binding on the Holder of the Notes and neither the Indenture
Trustee nor the Calculation Agent shall have any liability to the Holder of the
Notes in respect of any determination, calculation, quote or rate made or
provided by the Calculation Agent. Upon request of the Holder of the Notes, the
Calculation Agent will provide the interest rate then in effect and, if
determined, the interest rate that will become effective on the next Interest
Reset Date with respect to the Notes. If the Calculation Agent is incapable or
unwilling to act as such or if the Calculation Agent fails duly to establish the
interest rate for any interest accrual period or to calculate the interest
amount or any other requirements, the Trust will appoint a successor to act as
such in its place. The Calculation Agent may not resign its duties until a
successor has been appointed and such successor has accepted its appointment.

     Subject to applicable provisions of law and except as specified herein, on
each Interest

                                       10


Reset Date, the rate of interest on the Notes on and after the first Interest
Reset Date shall be the interest rate determined in accordance with the
provisions of the heading below which has been designated as the Interest Rate
Basis on the face hereof (the "Interest Rate Basis"), the base rate, plus or
minus the Spread, if any, specified on the face hereof and/or multiplied by the
Spread Multiplier, if any, specified on the face hereof.

     (A)  CD RATE NOTES. If the Interest Rate Basis is the CD Rate, the Notes
          shall be deemed to be "CD Rate Notes." CD Rate Notes will bear
          interest at the interest rate calculated with reference to the CD Rate
          and the Spread or Spread Multiplier, if any. The Calculation Agent
          will determine the CD Rate on each Interest Determination Date. The
          Interest Determination Date is the second Business Day immediately
          preceding the related Interest Reset Date. "CD Rate" means the rate on
          the particular Interest Determination Date for negotiable United
          States dollar certificates of deposit having the Index Maturity
          specified on the face hereof as published in H.15(519) (as defined
          below) under the caption "CDs (secondary market)", or, if not so
          published by 3:00 P.M., New York City time, on the related Calculation
          Date, the rate on the particular Interest Determination Date for
          negotiable United States dollar certificates of the particular Index
          Maturity as published in the H.15 Daily Update (as defined below) or
          other recognized electronic source used for the purpose of displaying
          the applicable rate under the heading "CDs (secondary market)." If
          such rate is not yet published in either H.15(519) or the H.15 Daily
          Update by 3:00 P.M., New York City time, on the related Calculation
          Date, then the CD Rate will be the rate on the particular Interest
          Determination Date calculated by the Calculation Agent as the
          arithmetic mean of the secondary market offered rates as of 10:00
          A.M., New York City time on that Interest Determination Date of three
          leading nonbank dealers in negotiable United States dollar
          certificates of deposit in The City of New York (which may include the
          Agents or their affiliates) selected by the Calculation Agent for
          negotiable United States dollar certificates of deposit of major
          United States money market banks for negotiable United States
          certificates of deposit with a remaining maturity closest to the
          particular Index Maturity in an amount that is representative for a
          single transaction in that market at that time, or, if the dealers so
          selected by the Calculation Agent are not quoting as described in the
          preceding sentence, the CD Rate in effect on the particular Interest
          Determination Date. "H.15(519)" means the weekly statistical release
          designated as H.15(519), or any successor publication, published by
          the Board of Governors of the Federal Reserve System; and "H.15 Daily
          Update" means the daily update of H.15(519), available through the
          Board of Governors of the Federal Reserve System at
          http://www.federalreserve.gov/releases/H15/update, or any successor
          site or publication.

     (B)  CMT RATE NOTES. If the Interest Basis is the CMT Rate, the Notes shall
          be deemed to be "CMT Rate Notes." CMT Rate Notes will bear interest at
          the interest rate calculated with reference to the CMT Rate and the
          Spread or Spread Multiplier, if any. The Calculation Agent will
          determine the CMT Rate on each applicable Interest Determination Date.
          The applicable Interest Determination Date is the second Business Day
          prior to the Interest Reset Date. "CMT Rate"

                                       11


          means (1) if CMT Moneyline Telerate Page 7051 is specified on the face
          hereof: (a) the percentage equal to the yield for United States
          Treasury securities at "constant maturity" having the Index Maturity
          specified on the face hereof as published in H.15(519) under the
          caption "Treasury Constant Maturities", as the yield is displayed on
          Moneyline Telerate (or any successor service) on page 7051 (or any
          other page as may replace the specified page on that service)
          ("Moneyline Telerate Page 7051"), for the particular Interest
          Determination Date, or (b) if the rate referred to in clause (a) does
          not so appear on Moneyline Telerate Page 7051, the percentage equal to
          the yield for United States Treasury securities at "constant maturity"
          having the particular Index Maturity and for the particular Interest
          Determination Date as published in H.15(519) under the caption
          "Treasury Constant Maturities", or (c) if the rate referred to in
          clause (b) does not so appear in H.15(519), the rate on the particular
          Interest Determination Date for the period of the particular Index
          Maturity as may then be published by either the Federal Reserve System
          Board of Governors or the United States Department of the Treasury
          that the Calculation Agent determines to be comparable to the rate
          which would otherwise have been published in H.15(519), or (d) if the
          rate referred to in clause (c) is not so published, the rate on the
          particular Interest Determination Date calculated by the Calculation
          Agent as a yield to maturity based on the arithmetic mean of the
          secondary market bid prices at approximately 3:30 P.M., New York City
          time, on that Interest Determination Date of three leading primary
          United States government securities dealers in The City of New York
          (which may include the Agents or their affiliates) (each, a "Reference
          Dealer"), selected by the Calculation Agent from five Reference
          Dealers selected by the Calculation Agent and eliminating the highest
          quotation, or, in the event of equality, one of the highest, and the
          lowest quotation or, in the event of equality, one of the lowest, for
          United States Treasury securities with an original maturity equal to
          the particular Index Maturity, a remaining term to maturity no more
          than one year shorter than that Index Maturity and in a principal
          amount that is representative for a single transaction in the
          securities in that market at that time, or (e) if fewer than five but
          more than two of the prices referred to in clause (d) are provided as
          requested, the rate on the particular Interest Determination Date
          calculated by the Calculation Agent based on the arithmetic mean of
          the bid prices obtained and neither the highest nor the lowest of the
          quotations shall be eliminated, or (f) if fewer than three prices
          referred to in clause (d) are provided as requested, the rate on the
          particular Interest Determination Date calculated by the Calculation
          Agent as a yield to maturity based on the arithmetic mean of the
          secondary market bid prices as of approximately 3:30 P.M., New York
          City time, on that Interest Determination Date of three Reference
          Dealers selected by the Calculation Agent from five Reference Dealers
          selected by the Calculation Agent and eliminating the highest
          quotation or, in the event of equality, one of the highest and the
          lowest quotation or, in the event of equality, one of the lowest, for
          United States Treasury securities with an original maturity greater
          than the particular Index Maturity, a remaining term to maturity
          closest to that Index Maturity and in a principal amount that is
          representative for a single transaction in the securities in that
          market at that time, or (g) if fewer than five but more than

                                       12


          two prices referred to in clause (f) are provided as requested, the
          rate on the particular Interest Determination Date calculated by the
          Calculation Agent based on the arithmetic mean of the bid prices
          obtained and neither the highest nor the lowest of the quotations will
          be eliminated, or (h) if fewer than three prices referred to in clause
          (f) are provided as requested, the CMT Rate in effect on the
          particular Interest Determination Date; (2) if CMT Moneyline Telerate
          Page 7052 is specified on the face hereof (a) the percentage equal to
          the one-week or one-month, as specified on the face hereof, average
          yield for United States Treasury securities at "constant maturity"
          having the Index Maturity specified on the face hereof as published in
          H.15(519) opposite the caption "Treasury Constant Maturities", as the
          yield is displayed on Moneyline Telerate (or any successor service)
          (on page 7052 or any other page as may replace the specified page on
          that service) ("Moneyline Telerate Page 7052"), for the week or month,
          as applicable, ended immediately preceding the week or month, as
          applicable, in which the particular Interest Determination Date falls,
          or (b) if the rate referred to in clause (a) does not so appear on
          Moneyline Telerate Page 7052, the percentage equal to the one-week or
          one-month, as specified on the face hereof, average yield for United
          States Treasury securities at "constant maturity" having the
          particular Index Maturity and for the week or month, as applicable,
          preceding the particular Interest Determination Date as published in
          H.15(519) opposite the caption "Treasury Constant Maturities", or (c)
          if the rate referred to in clause (b) does not so appear in H.15(519),
          the one-week or one-month, as specified on the face hereof, average
          yield for United States Treasury securities at "constant maturity"
          having the particular Index Maturity as otherwise announced by the
          Federal Reserve Bank of New York for the week or month, as applicable,
          ended immediately preceding the week or month, as applicable, in which
          the particular Interest Determination Date falls, or (d) if the rate
          referred to in clause (c) is not so published, the rate on the
          particular Interest Determination Date calculated by the Calculation
          Agent as a yield to maturity based on the arithmetic mean of the
          secondary market bid prices at approximately 3:30 P.M., New York City
          time, on that Interest Determination Date of three Reference Dealers
          selected by the Calculation Agent from five Reference Dealers selected
          by the Calculation Agent and eliminating the highest quotation, or, in
          the event of equality, one of the highest, and the lowest quotation
          or, in the event of equality, one of the lowest, for United States
          Treasury securities with an original maturity equal to the particular
          Index Maturity, a remaining term to maturity no more than one year
          shorter than that Index Maturity and in a principal amount that is
          representative for a single transaction in the securities in that
          market at that time, or (e) if fewer than five but more than two of
          the prices referred to in clause (d) are provided as requested, the
          rate on the particular Interest Determination Date calculated by the
          Calculation Agent based on the arithmetic mean of the bid prices
          obtained and neither the highest nor the lowest of the quotations
          shall be eliminated, or (f) if fewer than three prices referred to in
          clause (d) are provided as requested, the rate on the particular
          Interest Determination Date calculated by the Calculation Agent as a
          yield to maturity based on the arithmetic mean of the secondary market
          bid prices as of approximately 3:30 P.M., New York City time, on that
          Interest

                                       13


          Determination Date of three Reference Dealers selected by the
          Calculation Agent from five Reference Dealers selected by the
          Calculation Agent and eliminating the highest quotation or, in the
          event of equality, one of the highest and the lowest quotation or, in
          the event of equality, one of the lowest, for United States Treasury
          securities with an original maturity greater than the particular Index
          Maturity, a remaining term to maturity closest to that Index Maturity
          and in a principal amount that is representative for a single
          transaction in the securities in that market at the time, or (g) if
          fewer than five but more than two prices referred to in clause (f) are
          provided as requested, the rate on the particular Interest
          Determination Date calculated by the Calculation Agent based on the
          arithmetic mean of the bid prices obtained and neither the highest nor
          the lowest of the quotations will be eliminated, or (h) if fewer than
          three prices referred to in clause (f) are provided as requested, the
          CMT Rate in effect on that Interest Determination Date.

               If two United States Treasury securities with an original
               maturity greater than the Index Maturity specified on the face
               hereof have remaining terms to maturity equally close to the
               particular Index Maturity, the quotes for the United States
               Treasury security with the shorter original remaining term to
               maturity will be used.

     (C)  COMMERCIAL PAPER RATE NOTES. If the Interest Rate Basis is the
          Commercial Paper Rate, the Notes shall be deemed to be "Commercial
          Paper Rate Notes." Commercial Paper Rate Notes will bear interest for
          each Interest Reset Date at the interest rate calculated with
          reference to the Commercial Paper Rate and the Spread or Spread
          Multiplier, if any. The Calculation Agent will determine the
          Commercial Paper Rate on each applicable Interest Determination Date.
          The Interest Determination Date is the Business Day immediately
          preceding the related Interest Reset Date. "Commercial Paper Rate"
          means the Money Market Yield (calculated as described below) on the
          Interest Determination Date of the rate for commercial paper having
          the applicable Index Maturity as such rate is published in H.15(519)
          under the heading "Commercial Paper -- Nonfinancial." If such rate is
          not published by 3:00 P.M., New York City time, on the Calculation
          Date pertaining to such Interest Determination Date, then the
          Commercial Paper Rate shall be the Money Market Yield on the
          particular Interest Determination Date of the rate for commercial
          paper having the particular Index Maturity as published on H.15 Daily
          Update or such other recognized electronic source used for the
          purposes of displaying the applicable rate, under the caption
          "Commercial Paper -- Nonfinancial", or if such rate is not published
          by 3:00 P.M., New York City time, on the Calculation Date, then the
          Commercial Paper Rate as calculated by the Calculation Agent shall be
          the Money Market Yield of the arithmetic mean of the offered rates at
          approximately 11:00 A.M., New York City time, on that Interest
          Determination Date of three leading dealers of United States dollar
          commercial paper in The City of New York (which may include the Agents
          or their affiliates) selected by the Calculation Agent for commercial
          paper having the particular Index Maturity placed for industrial
          issuers whose bond rating is "Aa", or the equivalent, from a
          nationally recognized

                                       14


          statistical rating organization; PROVIDED, HOWEVER, that if the
          dealers selected by the Calculation Agent are not quoting offered
          rates as mentioned above, the Commercial Paper Rate in effect on the
          particular Interest Determination Date.

               "Money Market Yield" shall be a yield (expressed as a percentage)
               calculated in accordance with the following formula:

               Money Market Yield =             D X 360           X 100
                                      --------------------------
                                             360 - (D X M)

               where "D" refers to the per annum rate for the commercial paper,
               quoted on a bank discount basis and expressed as a decimal; and
               "M" refers to the actual number of days in the applicable
               Interest Period.

     (D)  ELEVENTH DISTRICT COST OF FUNDS RATE NOTES. If the Interest Basis is
          the Eleventh District Costs of Funds Rate, the Notes shall be deemed
          to be "Eleventh District Cost of Funds Rate Notes." Eleventh District
          Cost of Funds Notes will bear interest at the interest rate calculated
          with reference to the Eleventh District Cost of Funds Rate and the
          Spread or Spread Multiplier, if any. The Calculation Agent will
          determine the Eleventh District Cost of Rate on each applicable
          Interest Determination Date. The applicable Interest Determination
          Date is the last working day of the month immediately preceding the
          related Interest Reset Date on which the Federal Home Loan Bank of San
          Francisco publishes the Eleventh District Index. The "Eleventh
          District Cost of Funds Rate" means (1) the rate equal to the monthly
          weighted average cost of funds for the calendar month immediately
          preceding the month in which the particular Interest Determination
          Date falls as set forth under the caption "11th District" on the
          display on Moneyline Telerate (or any successor service) on page 7058
          (or any other page as may replace the specified page on that service)
          ("Moneyline Telerate Page 7058") as of 11:00 A.M., San Francisco time,
          on that Interest Determination Date, or (2) if the rate referred to in
          clause (1) does not so appear on Moneyline Telerate Page 7058, the
          monthly weighted average cost of funds paid by member institutions of
          the Eleventh Federal Home Loan Bank District that was most recently
          announced (the "Eleventh District Index") by the Federal Home Loan
          Bank of San Francisco as the cost of funds for the calendar month
          immediately preceding that Interest Determination Date, or (3) if the
          Federal Home Loan Bank of San Francisco fails to announce the Eleventh
          District Index on or prior to the particular Interest Determination
          Date for the calendar month immediately preceding that Interest
          Determination Date, the Eleventh District Cost of Funds Rate in effect
          on the particular Interest Determination Date.

     (E)  FEDERAL FUNDS RATE NOTES. If the Interest Rate Basis is the Federal
          Funds Rate, the Notes shall be deemed to be "Federal Funds Rate
          Notes." Federal Funds Rate Notes will bear interest for each Interest
          Reset Date at the interest rate calculated with reference to the
          Federal Funds Rate and the Spread or Spread Multiplier, if any. The
          Calculation Agent will determine the Federal Funds Rate on each
          applicable Interest Determination Date. The Interest Determination
          Date is the

                                       15


          Business Day immediately preceding the related Interest Reset Date.
          "Federal Funds Rate" means (1) the rate on the particular Interest
          Determination Date for United States dollar federal funds as published
          in H.15(519) under the caption "Federal Funds (Effective)" and
          displayed on Moneyline Telerate (or any successor service) on page 120
          (or any other page as may replace the specified page on that service)
          ("Moneyline Telerate Page 120"), or (2) if the rate referred to in
          clause (1) does not so appear on Moneyline Telerate Page 120 or is not
          so published by 3:00 P.M., New York City time, on the related
          Calculation Date, the rate on the particular Interest Determination
          Date for United States dollar federal funds as published in H.15 Daily
          Update, or such other recognized electronic source used for the
          purpose of displaying the applicable rate, under the caption "Federal
          Funds (Effective)", or (3) if the rate referred to in clause (2) is
          not so published by 3:00 P.M., New York City time, on the related
          Calculation Date, the rate on the particular Interest Determination
          Date calculated by the Calculation Agent as the arithmetic mean of the
          rates for the last transaction in overnight United States dollar
          federal funds arranged by three leading brokers of United States
          dollar federal funds transactions in The City of New York (which may
          include the Agents or their affiliates), selected by the Calculation
          Agent prior to 9:00 A.M., New York City time, on that Interest
          Determination Date, or (4) if the brokers so selected by the
          Calculation Agent are not quoting as mentioned in clause (3), the
          Federal Funds Rate in effect on the particular Interest Determination
          Date.

     (F)  LIBOR NOTES. If the Interest Rate Basis is LIBOR (as defined below),
          the Notes shall be deemed to be "LIBOR Notes." LIBOR Notes will bear
          interest for each Interest Period at the interest rate calculated with
          reference to LIBOR and the Spread or Spread Multiplier, if any. On
          each applicable Interest Determination Date the Calculation Agent will
          determine LIBOR. The applicable Interest Determination Date is the
          second London Banking Day preceding the related Interest Reset Date.

               LIBOR means: (1) if "LIBOR Moneyline Telerate" is specified on
               the face hereof or if neither "LIBOR Reuters" nor "LIBOR
               Moneyline Telerate" is specified on the face hereof as the method
               for calculating LIBOR, the rate for deposits in the LIBOR
               Currency (as defined below) having the Index Maturity specified
               on the face hereof, commencing on the related Interest Reset
               Date, that appears on the LIBOR Page (as defined below) as of
               11:00 A.M., London time, on the particular Interest Determination
               Date, or (2) if "LIBOR Reuters" is specified on the face hereof,
               the arithmetic mean of the offered rates, calculated by the
               Calculation Agent, or the offered rate, if the LIBOR Page by its
               terms provides only for a single rate, for deposits in the LIBOR
               Currency having the particular Index Maturity, commencing on the
               related Interest Reset Date, that appear or appears, as the case
               may be, on the LIBOR Page as of 11:00 A.M., London time, on the
               particular Interest Determination Date, or (3) if fewer than two
               offered rates appear, or no rate appears, as the case may be, on
               the particular Interest Determination Date on the LIBOR Page

                                       16


               as specified in clause (1) or (2), as applicable, the rate
               calculated by the Calculation Agent of at least two offered
               quotations obtained by the Calculation Agent after requesting the
               principal London offices of each of four major reference banks
               (which may include affiliates of the Agents), in the London
               interbank market to provide the Calculation Agent with its
               offered quotation for deposits in the LIBOR Currency for the
               period of the particular Index Maturity, commencing on the
               related Interest Reset Date, to prime banks in the London
               interbank market at approximately 11:00 A.M., London time, on
               that Interest Determination Date and in a principal amount that
               is representative for a single transaction in the LIBOR Currency
               in that market at that time, or (4) if fewer than two offered
               quotations referred to in clause (3) are provided as requested,
               the rate calculated by the Calculation Agent as the arithmetic
               mean of the rates quoted at approximately 11:00 A.M., in the
               applicable Principal Financial Center, on the particular Interest
               Determination Date by three major banks (which may include
               affiliates of the Agents), in that Principal Financial Center
               selected by the Calculation Agent for loans in the LIBOR Currency
               to leading European banks, having the particular Index Maturity
               and in a principal amount that is representative for a single
               transaction in the LIBOR Currency in that market at that time, or
               (5) if the banks so selected by the Calculation Agent are not
               quoting as mentioned in clause (4), LIBOR in effect on the
               particular Interest Determination Date.

               "LIBOR Currency" means the currency specified on the face hereof
               as to which LIBOR shall be calculated or, if no currency is
               specified on the face hereof, United States dollars.

               "LIBOR Page" means either: if "LIBOR Reuters" is specified on the
               face hereof, the display on the Reuter Monitor Money Rates
               Service (or any successor service) on the page specified on the
               face hereof (or any other page as may replace that page on that
               service) for the purpose of displaying the London interbank rates
               of major banks for the LIBOR Currency; or if "LIBOR Moneyline
               Telerate" is specified on the face hereof or neither "LIBOR
               Reuters" nor "LIBOR Moneyline Telerate" is specified on the face
               hereof as the method for calculating LIBOR, the display on
               Moneyline Telerate (or any successor service) on the page
               specified on the face hereof (or any other page as may replace
               such page on such service) for the purpose of displaying the
               London interbank rates of major banks for the LIBOR Currency.

               "London Banking Day" means a day on which commercial banks are
               open for business (including dealings in the LIBOR Currency) in
               London.

     (G)  EURIBOR RATE NOTES. If the Interest Rate Basis is EURIBOR (as defined
          below), the Notes shall be deemed to be "EURIBOR Notes." EURIBOR Notes
          will bear interest at the rates (calculated with references to the
          European inter-bank offered rate for deposits in Euro, or "EURIBOR",
          and the Spread and/or

                                       17


          Spread Multiplier, if any) specified on the face hereof.

               "EURIBOR" means, with respect to any Interest Determination Date
               relating to EURIBOR Notes or Notes that bear interest at floating
               rates for which the interest rate is determined with reference to
               EURIBOR (a "EURIBOR Interest Determination Date"), the rate for
               deposits in Euros as sponsored, calculated and published jointly
               by the European Banking Federation and ACI -- The Financial
               Market Association, or any company established by the joint
               sponsors for purposes of compiling and publishing those rates,
               having the Index Maturity specified on the face hereof,
               commencing on the applicable Interest Reset Date, as the rate
               appears on Moneyline Telerate, Inc., or any successor service, on
               page 248 (or any other page as may replace that specified page on
               the service) ("Moneyline Telerate Page 248") as of 11:00 A.M.,
               Brussels time, on the applicable EURIBOR Interest Determination
               Date. If such rate does not appear on Moneyline Telerate Page
               248, or is not so published by 11:00 A.M., Brussels time, on the
               applicable EURIBOR Interest Determination Date, such rate will be
               calculated by the Calculation Agent and will be the arithmetic
               mean of at least two quotations obtained by the Calculation Agent
               after requesting the principal Euro-zone (as defined below)
               offices of four major banks in the Euro-zone interbank market to
               provide the Calculation Agent with its offered quotation for
               deposits in Euros for the period of the Index Maturity specified
               on the face hereof, commencing on the applicable Interest Reset
               Date, to prime banks in the Euro-zone interbank market at
               approximately 11:00 A.M., Brussels time, on the applicable
               EURIBOR Interest Determination Date and in a principal amount not
               less than the equivalent of $1 million in Euros that is
               representative for a single transaction in Euro in the market at
               that time. If fewer than two such quotations are so provided, the
               rate on the applicable EURIBOR Interest Determination Date will
               be calculated by the Calculation Agent and will be the arithmetic
               mean of the rates quoted at approximately 11:00 A.M., Brussels
               time, on such EURIBOR Interest Determination Date by four major
               banks in the Euro-zone for loans in Euro to leading European
               banks, having the Index Maturity specified on the face hereof,
               commencing on the applicable Interest Reset Date and in a
               principal amount not less than the equivalent of $1 million in
               Euros that is representative for a single transaction in Euros in
               the market at that time. If the banks so selected by the
               Calculation Agent are not quoting as mentioned above, EURIBOR
               will be EURIBOR in effect on the applicable EURIBOR Interest
               Determination Date.

               "Euro-zone" means the region comprised of member states of the
               European Union that have adopted the single currency in
               accordance with the treaty establishing the European Community,
               as amended by the treaty on European Union.

     (H)  PRIME RATE NOTES. If the Interest Rate Basis is the Prime Rate, the
          Notes shall be

                                       18


          deemed to be "Prime Rate Notes." Prime Rate Notes will bear interest
          for each Interest Reset Date calculated with reference to the Prime
          Rate and the Spread or Spread Multiplier, if any, subject to the
          Minimum Interest Rate and/or Maximum Interest Rate, if any, specified
          on the face hereof. The Calculation Agent will determine the Prime
          Rate for each Interest Reset Date on each applicable Interest
          Determination Date. The Interest Determination Date is the Business
          Day immediately preceding the related Interest Reset Date. "Prime
          Rate" means (1) the rate on the particular Interest Determination Date
          as published in H.15(519) under the caption "Bank Prime Loan", or (2)
          if the rate referred to in clause (1) is not so published by 3:00
          P.M., New York City time, on the related Calculation Date, the rate on
          the particular Interest Determination Date as published in H.15 Daily
          Update, or such other recognized electronic source used for the
          purpose of displaying the applicable rate, under the caption "Bank
          Prime Loan", or (3) if the rate referred to in clause (2) is not so
          published by 3:00 P.M., New York City time, on the related Calculation
          Date, the rate on the particular Interest Determination Date
          calculated by the Calculation Agent as the arithmetic mean of the
          rates of interest publicly announced by each bank that appears on the
          Reuters Screen US PRIME 1 Page (as defined below) as the applicable
          bank's prime rate or base lending rate as of 11:00 A.M., New York City
          time, on that Interest Determination Date, or (4) if fewer than four
          rates referred to in clause (3) are so published by 3:00 P.M., New
          York City time, on the related Calculation Date, the rate on the
          particular Interest Determination Date calculated by the Calculation
          Agent as the arithmetic mean of the prime rates or base lending rates
          quoted on the basis of the actual number of days in the year divided
          by a 360-day year as of the close of business on that Interest
          Determination Date by three major banks (which may include affiliates
          of the Agents) in The City of New York selected by the Calculation
          Agent, or (5) if the banks so selected by the Calculation Agent are
          not quoting as mentioned in clause (4), the Prime Rate in effect on
          the particular Interest Determination Date. "Reuters Screen US PRIME 1
          Page" means the display on the Reuter Monitor Money Rates Service (or
          any successor service) on the "US PRIME 1" page (or any other page as
          may replace that page on that service) for the purpose of displaying
          prime rates or base lending rates of major United States banks.

     (I)  TREASURY RATE NOTES. If the Interest Rate Basis is the Treasury Rate,
          the Notes shall be deemed to be "Treasury Rate Notes." Treasury Rate
          Notes will bear interest for each Interest Reset Date at the interest
          rate calculated with reference to the Treasury Rate and the Spread or
          Spread Multiplier, if any. The Calculation Agent will determine the
          Treasury Rate on each Treasury Rate Determination Date (as defined
          below). "Treasury Rate" means (1) the rate from the auction held on
          the Treasury Rate Interest Determination Date (the "Auction") of
          direct obligations of the United States ("Treasury Bills") having the
          Index Maturity specified on the face hereof under the caption
          "INVESTMENT RATE" on the display on Moneyline Telerate (or any
          successor service) on page 56 (or any other page as may replace that
          page on that service) ("Moneyline Telerate Page 56") or page 57 (or
          any other page as may replace that page on that service) ("Moneyline
          Telerate Page 57"), or (2) if the rate referred to in clause (1) is
          not so published by

                                       19


          3:00 P.M., New York City time, on the related Calculation Date, the
          Bond Equivalent Yield (as defined below) of the rate for the
          applicable Treasury Bills as published in H.15 Daily Update, or
          another recognized electronic source used for the purpose of
          displaying the applicable rate, under the caption "U.S. Government
          Securities/Treasury Bills/Auction High", or (3) if the rate referred
          to in clause (2) is not so published by 3:00 P.M., New York City time,
          on the related Calculation Date, the Bond Equivalent Yield of the
          auction rate of the applicable Treasury Bills as announced by the
          United States Department of the Treasury, or (4) if the rate referred
          to in clause (3) is not so announced by the United States Department
          of the Treasury, or if the Auction is not held, the Bond Equivalent
          Yield of the rate on the particular Interest Determination Date of the
          applicable Treasury Bills as published in H.15(519) under the caption
          "U.S. Government Securities/Treasury Bills/Secondary Market", or (5)
          if the rate referred to in clause (4) is not so published by 3:00
          P.M., New York City time, on the related Calculation Date, the rate on
          the particular Interest Determination Date of the applicable Treasury
          Bills as published in H.15 Daily Update, or another recognized
          electronic source used for the purpose of displaying the applicable
          rate, under the caption "U.S. Government Securities/Treasury
          Bills/Secondary Market", or (6) if the rate referred to in clause (5)
          is not so published by 3:00 P.M., New York City time, on the related
          Calculation Date, the rate on the particular Interest Determination
          Date calculated by the Calculation Agent as the Bond Equivalent Yield
          of the arithmetic mean of the secondary market bid rates, as of
          approximately 3:30 P.M., New York City time, on that Interest
          Determination Date, of three primary United States government
          securities dealers (which may include the Agents or their affiliates)
          selected by the Calculation Agent, for the issue of Treasury Bills
          with a remaining maturity closest to the Index Maturity specified on
          the face hereof, or (7) if the dealers so selected by the Calculation
          Agent are not quoting as mentioned in clause (6), the Treasury Rate in
          effect on the particular Interest Determination Date.

               "Bond Equivalent Yield" means a yield (expressed as a percentage)
               calculated in accordance with the following formula:

               Bond Equivalent Yield =            D X N             X 100
                                        --------------------------
                                               360 - (D X M)

               where "D" refers to the applicable per annum rate for Treasury
               Bills quoted on a bank discount basis and expressed as a decimal,
               "N" refers to 365 or 366, as the case may be, and "M" refers to
               the actual number of days in the applicable Interest Period.

               The "Treasury Rate Determination Date" for each Interest Reset
               Date means the day in the week in which the related Interest
               Reset Date falls on which day Treasury Bills are normally
               auctioned (i.e., Treasury Bills are normally sold at auction on
               Monday of each week, unless that day is a legal holiday, in which
               case the auction is normally held on the following Tuesday,
               except that the auction may be held on the preceding Friday);

                                       20


               PROVIDED, HOWEVER, that if an auction is held on the Friday of
               the week preceding the related Interest Reset Date, the Interest
               Determination Date will be the preceding Friday.

     (J)  REGULAR FLOATING RATE NOTES. Unless the Notes are designated as
          Floating Rate/Fixed Rate Notes or Inverse Floating Rate Notes, or as
          having an Addendum attached or having other/additional provisions
          apply, in each case relating to a different interest rate formula,
          such Notes that bear interest at floating rates will be Regular
          Floating Rate Notes and will bear interest at the rate determined by
          reference to the applicable Interest Rate Basis or Bases plus or minus
          the applicable Spread, if any, and/or multiplied by the applicable
          Spread Multiplier, if any. Commencing on the first Interest Reset
          Date, as specified on the face hereof, the rate at which interest on
          Regular Floating Rate Notes is payable will be reset as of each
          Interest Reset Date; PROVIDED, HOWEVER, that the interest rate in
          effect for the period, if any, from the date of issue to the first
          Interest Reset Date will be the Initial Interest Rate.

     (K)  FLOATING RATE/FIXED RATE NOTES. If the Notes are designated as
          "Floating Rate/Fixed Rate Notes" on the face hereof, such Notes that
          bear interest at floating rates will bear interest at the rate
          determined by reference to the applicable Interest Rate Basis or Bases
          plus or minus the applicable Spread, if any, and/or multiplied by the
          applicable Spread Multiplier, if any. Commencing on the first Interest
          Reset Date, the rate at which interest on Floating Rate/Fixed Rate
          Notes is payable will be reset as of each Interest Reset Date;
          PROVIDED, HOWEVER, that the interest rate in effect for the period, if
          any, from the date of issue to the first Interest Reset Date will be
          the Initial Interest Rate, as specified on the face hereof; and the
          interest rate in effect commencing on the Fixed Rate Commencement Date
          will be the Fixed Interest Rate, if specified on the face hereof, or,
          if not so specified, the interest rate in effect on the day
          immediately preceding the Fixed Rate Commencement Date.

     (L)  INVERSE FLOATING RATE NOTES. If the Notes are designated as "Inverse
          Floating Rate Notes" on the face hereof, the Inverse Floating Rate
          shall be equal to the Fixed Interest Rate minus the rate determined by
          reference to the applicable Interest Rate Basis or Bases plus or minus
          the applicable Spread, if any, and/or multiplied by the applicable
          Spread Multiplier, if any; PROVIDED, HOWEVER, that interest on Inverse
          Floating Rate Notes will not be less than zero. Commencing on the
          first Interest Reset Date, the rate at which interest on Inverse
          Floating Rate Notes is payable will be reset as of each Interest Reset
          Date; PROVIDED, HOWEVER, that the interest rate in effect for the
          period, if any, from the date of issue to the first Interest Reset
          Date will be the Initial Interest Rate.

     SECTION 4.  OPTIONAL REDEMPTION. Except in the case of Discount Notes, if
an Initial Redemption Date is specified on the face hereof, the Trust may redeem
the Notes prior to the Stated Maturity Date at its option on any Business Day on
or after the Initial Redemption Date in whole or from time to time in part in
increments of $1,000 or any other integral multiple of an authorized
denomination specified on the face hereof (provided that any remaining principal

                                       21


amount of the Notes shall be at least $1,000 or other minimum authorized
denomination applicable thereto), at the applicable Redemption Price (as defined
below), together with unpaid interest accrued on the Notes, any Additional
Amounts and other amounts payable with respect thereto to the date of
redemption. The Trust must give written notice to the Holders of the Notes to be
redeemed at its option not more than 60 nor less than 30 calendar days prior to
the date of redemption. "Redemption Price" means an amount equal to the Initial
Redemption Percentage specified on the face hereof (as adjusted by the Annual
Redemption Percentage Reduction, if applicable) multiplied by the unpaid
principal amount of Notes represented by this Note Certificate to be redeemed.
The Initial Redemption Percentage, if any, shall decline at each anniversary of
the Initial Redemption Date by an amount equal to the applicable Annual
Redemption Percentage Reduction, if any, until the Redemption Price is equal to
100% of the unpaid amount thereof to be redeemed.

     SECTION 5.  SINKING FUNDS AND AMORTIZING NOTES. Unless otherwise specified
on the face hereof or unless the Notes are Amortizing Notes, the Notes will not
be subject to any sinking fund. If it is specified on the face hereof that the
Notes are Amortizing Notes, the Trust will make payments combining principal and
interest on the dates and in the amounts set forth in the table appearing in
SCHEDULE I, attached to this Note Certificate. If the Notes are Amortizing
Notes, payments made on the Notes will be applied first to interest due and
payable on each such payment date and then to the reduction of the unpaid
principal amount.

     SECTION 6.  OPTIONAL REPAYMENT. If so specified on the face hereof, the
Notes will be subject to repayment by the Trust at the option of the Holder of
the Notes on the Optional Repayment Date(s) specified on the face hereof, in
whole or in part in increments of U.S.$1,000 (PROVIDED that any remaining
principal amount of the Notes shall be at least U.S.$1,000), at a repayment
price equal to 100% of the unpaid principal amount of the Notes to be repaid,
together with unpaid interest accrued thereon to the Repayment Date (as defined
below). For the Notes to be so repaid, the Indenture Trustee must receive at its
corporate trust office not more than 60 nor less than 30 calendar days prior to
the applicable Optional Repayment Date, a properly completed Option to Elect
Repayment form, which is attached hereto as Annex A, forwarded by the Holder
hereof. Exercise of such repayment option shall be irrevocable. As used herein,
the term "Repayment Date" shall mean the date fixed for repayment in accordance
with the repayment provisions specified above.

     SECTION 7.  REGISTRATION, TRANSFER AND EXCHANGE. As provided in the
Standard Indenture Terms and subject to certain limitations therein and herein
set forth, the transfer of the Notes represented by this Note Certificate is
registrable in the records of J.P. Morgan Trust Company, National Association,
in its capacity as registrar. Upon surrender of this Note Certificate for
registration of transfer at the office or agency of the Trust in any place where
the principal of and interest on the Notes are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trust and the registrar duly executed by, the Holder or by his or her attorney
duly authorized in writing, and thereupon one or more new Note Certificates
having the same terms and provisions, in authorized denominations and for the
same aggregate principal amount, will be issued by the Trust to the designated
transferee or transferees.

     As provided in the Standard Indenture Terms and subject to certain
limitations therein

                                       22


and herein set forth, the Notes represented by this Note Certificate are
exchangeable for a like aggregate principal amount of Notes in authorized
denominations but otherwise having the same terms and provisions, as requested
by the Holder of this Note Certificate surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Trust or Indenture Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

     Prior to due presentment of this Note Certificate for registration of
transfer, the Trust, the Indenture Trustee and any agent of the Trust or the
Indenture Trustee may treat the Holder as the owner of the Notes for all
purposes, including receiving payment of principal of and interest on the Notes,
whether or not the Notes be overdue, and neither the Trust, the Indenture
Trustee nor any such agent shall be affected by notice to the contrary, except
as required by law.

     SECTION 8.  CERTIFICATED NOTES. Under certain circumstances described in
the Standard Indenture Terms, the Trust will issue Certificated Notes in
exchange for the Book-Entry Notes represented by a Global Security. The
Certificated Notes issued in exchange for any Book-Entry Notes represented by a
Global Security shall be of like tenor and of an equal aggregate principal
amount, in authorized denominations. Such Certificated Notes shall be registered
in the name or names of such person or persons as the Depositary shall instruct
the Registrar.

     SECTION 9.  MODIFICATIONS AND AMENDMENTS. Sections [9.1 and 9.2] of the
Standard Indenture Terms contain provisions permitting the Trust and the
Indenture Trustee (1) without the consent of any Holder, to execute Supplemental
Indentures for limited purposes and take other actions set forth in the Standard
Indenture Terms, and (2) with the consent of the Holders of not less than
66 2/3% in aggregate principal amount of Notes at the time outstanding,
evidenced as in the Standard Indenture Terms, to execute Supplemental Indentures
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or any Supplemental Indenture or modifying in any
manner the rights of the Holders of the Notes subject to specified limitations.

     SECTION 10. OBLIGATIONS UNCONDITIONAL. No reference herein to the Indenture
or to the Standard Indenture Terms and no provision of the Notes or of the
Indenture shall alter or impair the obligation of the Trust, which is absolute
and unconditional, to pay the principal of, interest on, or any other amount due
and owing with respect to, the Notes at the places, at the respective times, at
the rate, and in the coin or currency, herein prescribed.

     SECTION 11. COLLATERAL. Pursuant to the Indenture, the Trust will assign
the relevant Funding Agreement(s) issued by Allstate Life Insurance Company
("Allstate Life") in connection with the issuance of the Notes (each, a "Funding
Agreement") to the Indenture Trustee on behalf of the holders of the Notes. The
Notes will be secured by a first priority perfected security interest in the
Collateral described on the face hereof (the "Collateral") in favor of the
Indenture Trustee and the other persons identified in the Standard Indenture
Terms.

     SECTION 12. SECURITY; LIMITED RECOURSE. The Notes are solely the
obligations of the Trust, and will not be guaranteed by any person, including
but not limited to Allstate Life,

                                       23


Allstate Life Global Funding, any Agent, the Trust Beneficial Owner, the
Delaware Trustee, the Indenture Trustee or any of their affiliates. The Trust's
obligations under the Notes will be secured by all of the Trust's rights and
title in one or more Funding Agreement(s) issued by Allstate Life and other
rights and assets included in the applicable Collateral. The Holder of the Notes
has no direct contractual rights against Allstate Life under the Funding
Agreement(s). Under the terms of each Funding Agreement, recourse rights to
Allstate Life will belong to the Trust, its successors and permitted assignees.
The Trust has pledged, collaterally assigned and granted a first priority
perfected security interest in the Collateral for the Notes to the Indenture
Trustee on behalf of the Holders of the Notes and the other persons identified
in the Standard Indenture Terms. Recourse to Allstate Life under each Funding
Agreement will be enforceable only by the Indenture Trustee as a secured party
on behalf of the Holders of Notes and the other persons identified in the
Standard Indenture Terms.

     SECTION 13. EVENTS OF DEFAULT. In case an Event of Default, as defined in
the Standard Indenture Terms, shall have occurred and be continuing, the
principal of the Notes may be declared, and upon such declaration shall become,
due and payable in the manner, with the effect and subject to the conditions
provided in the Indenture. If the Notes are Discount Notes, the amount of
principal of the Notes that becomes due and payable upon such acceleration shall
be equal to the amount calculated as set forth in Section 3 hereof.

     SECTION 14. WITHHOLDING; ADDITIONAL AMOUNTS; TAX EVENT. All amounts due in
respect of the Notes will be made without withholding or deduction for or on
account of any present or future taxes, duties, levies, assessments or other
governmental charges of whatever nature imposed or levied by or on behalf of any
governmental authority in the United States having the power to tax payments on
the Notes unless the withholding or deduction is required by law. Unless
otherwise specified on the face hereof, the Trust will not pay any additional
amounts ("Additional Amounts") to Holders of the Notes in the event that any
withholding or deduction is so required by law, regulation or official
interpretation thereof, and the imposition of a requirement to make any such
withholding or deduction will not give rise to any independent right or
obligation to redeem the Notes. If the Trust is required to pay Additional
Amounts pursuant to Section [3.1(c)] of the Standard Indenture Terms and unless
otherwise specified herein, the Trust shall give a notice of redemption to each
Holder of the Notes to be redeemed not more than 75 days nor less than 30 days
prior to the Redemption Date; provided that no such notice of redemption may be
given earlier than 90 days prior to the earliest day on which the Trust would
become obligated to pay the applicable Additional Amounts were a payment in
respect of the Notes then due. Failure to give such notice to the Holder of any
Note designated for redemption in whole or in part, or any defect in the notice
to any such Holder, shall not affect the validity of the proceedings for the
redemption of any other Note or any portion thereof. "Tax Event" means that the
Trust shall have become required at any time to pay Additional Amounts or if the
Trust is obligated to withhold or deduct any United States taxes with respect to
any payment under the Notes or if there is a material probability that the Trust
will become obligated to withhold or deduct any such United States taxes or
otherwise pay Additional Amounts (in the opinion of independent legal counsel
selected by Allstate Life), in each case pursuant to any change in or amendment
to any United States tax laws (or any regulations or rulings thereunder) or any
change in position of the Internal Revenue Service regarding the application or
interpretation thereof (including, but not limited to, Allstate Life's or the
Trust's receipt of a written adjustment from the Internal Revenue Service in
connection with an audit).

                                       24


     SECTION 15. LISTING. Unless otherwise specified on the face hereof, the
Notes will not be listed on any securities exchange.

     SECTION 16. NO RECOURSE AGAINST CERTAIN PERSONS. No recourse shall be had
for the payment of the principal of or the interest on the Notes, or for any
claim based hereon, or otherwise in respect thereof, or based on or in respect
of the Indenture or any Supplemental Indenture, against the Nonrecourse Parties,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such personal
liability being, by the acceptance of any Notes and as part of the consideration
for issue of the Notes, expressly waived and released.

     SECTION 2.  GOVERNING LAW. The Notes shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                       25


                                                                         Annex A

                            OPTION TO ELECT REPAYMENT

     The undersigned beneficial owner of the Notes hereby irrevocably elects to
have the Trust repay the principal amount of the Notes or portion hereof at the
optional repayment price in accordance with the terms of the Notes.

     Date: __________________________
                                            Signature
                                            Sign exactly as name appears on the
                                            front of this Note Certificate
                                            [SIGNATURE GUARANTEED - required
                                            only if Notes are to be issued and
                                            delivered to other than the
                                            registered Holder]

                                            Fill in for registration of Notes if
                                            to be issued otherwise than to the
                                            registered Holder:

     Principal amount to be repaid,
     if amount to be repaid is less
     than the principal amount of the
     Notes represented by this Note
     Certificate (principal amount
     remaining must be an authorized
     denomination)

     $________________________________
                                            Name:
                                                     ------------------------

                                            Address:
                                                     ------------------------


                                                     -------------------------
                                                     (Please print name and
                                                     address including zip code)


                   Social Security or Other Taxpayer ID Number

                                       A-1


                                                                      Schedule I

                               AMORTIZATION TABLE




                 Date                                     Payment
- --------------------------------------    --------------------------------------
                                                       
- --------------------------------------    --------------------------------------

- --------------------------------------    --------------------------------------

- --------------------------------------    --------------------------------------

- --------------------------------------    --------------------------------------



                                       I-1




                                                                    EXHIBIT 4.10

                         FORM OF DEFINITIVE SECURITY FOR
                        SECURED MEDIUM TERM NOTES PROGRAM

                          [FACE OF DEFINITIVE SECURITY]

UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY THE HOLDER (AS DEFINED IN THE
STANDARD INDENTURE TERMS) OR AN AUTHORIZED REPRESENTATIVE OF THE HOLDER TO THE
TRUST (HEREINAFTER DEFINED) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED HOLDER HEREOF HAS AN
INTEREST HEREIN.

THIS NOTE CERTIFICATE IS A DEFINITIVE SECURITY WITHIN THE MEANING OF THE
STANDARD INDENTURE TERMS (HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF
THE HOLDER HEREOF. THIS NOTE IS NOT EXCHANGEABLE FOR A GLOBAL SECURITY (AS
DEFINED IN THE STANDARD INDENTURE TERMS).

                                                           CUSIP No.:

              ALLSTATE LIFE GLOBAL FUNDING TRUST [    ] - [   ]

                            SECURED MEDIUM TERM NOTES

                                                       
Title of Notes:                                           Stated Maturity Date:
Principal Amount: $_____________                          Settlement Date and Time:
         (or principal amount of foreign or composite     Securities Exchange Listing: / / Yes / / No.  If yes,
         currency)                                                 indicate name(s) of Securities Exchange(s):
Original Issue Date:                                               __________________________.
Issue Price:                                              Floating Rate Note: / / Yes / / No. If yes,
Interest Rate or Formula:                                          Regular Floating Rate Notes: / /
Fixed Rate Note: / / Yes / / No. If yes,                           Inverse Floating Rate Notes: / /
         Interest Rate:                                            Floating Rate/Fixed Rate Notes: / /
         Interest Payment Dates:                                   Interest Rate:
         Day Count Convention:                                     Interest Rate Basis(es):
         Additional/Other Terms:                                          LIBOR / /
Amortizing Note: / / Yes / / No. If yes,                                       / / LIBOR Reuters Page:
         Amortization schedule or formula:                                     / / LIBOR Telerate Page:
         Additional/Other Terms:                                               LIBOR Currency:
Discount Note: / / Yes / / No. If yes,                                    Constant Maturity Treasury Rate / /
         Total Amount of Discount:                                             Designated CMT Telerate Page:
         Initial Accrual Period of Discount:                                           If Telerate Page 7052:
         Interest Payment Dates:                                                       / / Weekly Average
         Additional/Other Terms:                                                       / / Monthly Average





                                        1


                                                       
Redemption Provisions: / / Yes / / No. If yes,                                 Designated CMT Maturity Index:
         Initial Redemption Date:                                         CD Rate / /
         Initial Redemption Percentage:                                   Commercial Paper Rate / /
         Annual Redemption Percentage Reduction,                          Federal Funds Rate / /
                  if any:                                                 Prime Rate / /
         Additional/Other Terms:                                          Treasury Rate / /
Repayment Provisions: / / Yes / / No. If yes,                             Eleventh District Cost of Funds Rate / /
         Optional Repayment Date(s):                                      EURIBOR Rate / /
         Optional Repayment Price:                                        Other / /  See attached.
         Additional/Other Terms:                                   Index Maturity:
Regular Interest Record Date(s):                                   Spread and/or Spread Multiplier, if any:
Sinking Fund:                                                      Initial Interest Rate, if any:
Specified Currency:                                                Initial Interest Reset Date:
Exchange Rate Agent:                                               Interest Reset Dates:
Calculation Agent:                                                 Interest Determination Date(s):
Depositary:                                                        Interest Payment Dates:
Authorized Denominations:                                          Maximum Interest Rate, if any:
Collateral: Allstate Life Insurance Company                        Minimum Interest Rate, if any:
         Funding Agreement No(s). /  /, all                        Fixed Rate Commencement Date, if any:
         proceeds of such Funding Agreement(s), all                Fixed Interest Rate, if any:
         books and records pertaining to such Funding              Day Count Convention:
         Agreement(s) and all rights of the Trust         Additional/Other Terms:
         pertaining to the foregoing.
Additional Amounts to be Paid: / / Yes / / No
Additional/Other Terms:





     This Note Certificate is a Definitive Security in respect of a duly
authorized issue of Notes (the "Notes") of the Allstate Life Global Funding
Trust designated above, a statutory trust organized under the laws of the State
of Delaware (the "Trust"). The Notes are issued under the Indenture, dated as of
the date hereof (as amended or supplemented from time to time, the "Indenture")
between the Trust and J.P. Morgan Trust Company, National Association, as
indenture trustee (including any successor, the "Indenture Trustee").
Capitalized terms used herein and not otherwise defined shall have the
respective meanings ascribed in the Standard Indenture Terms, dated as of
[            ] (as amended or supplemented from time to time, the "Standard
Indenture Terms").

     The Trust, for value received, hereby promises to pay to the Holder hereof
or its registered assigns, on the Stated Maturity Date (or on the date of
redemption or repayment by the Trust prior to maturity pursuant to redemption or
repayment provisions, in each case, if provided for above) the principal amount
specified above and, if so specified above, to pay interest from time to time on
the Notes represented by this Note Certificate from the Original Issue Date
specified above (the "Original Issue Date") or from the most recent Interest
Payment Date to which interest has been paid or duly provided for at the rate
per annum determined in accordance with the provisions on the reverse hereof and
as specified above, until the principal of the Notes represented by this Note
Certificate is paid or made available for payment and to pay such other amounts
due and owing with respect to the Notes represented by this Note Certificate.



     On any exchange or purchase and cancellation of any of the Notes
represented by this Note Certificate, details of such exchange or purchase and
cancellation shall be entered in the records of the Indenture Trustee. Upon any
such exchange or purchase and cancellation, the principal amount of the Notes
represented by this Note Certificate shall be charged by the principal amount so
exchanged or purchased and cancelled, as provided in the Standard Indenture
Terms.

     Unless otherwise set forth above, if the Notes are subject to an Annual
Redemption Percentage Reduction as specified above, the Redemption Price of the
Notes represented by this Note Certificate shall initially be the Initial
Redemption Percentage of the principal amount of the Notes represented by this
Note Certificate on the Initial Redemption Date and shall decline at each
anniversary of the Initial Redemption Date (each such date, a "Redemption Date")
by the Annual Redemption Percentage Reduction of such principal amount until the
Redemption Price is 100% of such principal amount.

     The Notes will mature on the Stated Maturity Date, unless their principal
(or, any installment of their principal) becomes due and payable prior to the
Stated Maturity Date, whether, as applicable, by the declaration of acceleration
of maturity, notice of redemption at the option of the Trust, notice of the
Holder's option to elect repayment or otherwise (the Stated Maturity Date or any
date prior to the Stated Maturity Date on which the Notes become due and
payable, as the case may be, are referred to as the "Maturity Date" with respect
to principal of the Notes repayable on such date).

     Unless otherwise provided above and except as provided in the following
paragraph, the Trust will pay interest on each Interest Payment Date specified
above, commencing with the first Interest Payment Date next succeeding the
Original Issue Date, and on the Maturity Date; PROVIDED that any payment of
principal, premium, if any, interest or other amounts to be made on any Interest
Payment Date or on a Maturity Date that is not a Business Day shall be made on
the next succeeding Business Day, PROVIDED, HOWEVER, with respect to an Interest
Payment Date other than the Maturity Date, if the Notes are LIBOR Notes (as
defined in Section 3 on the reverse hereof) and that next succeeding Business
Day falls in the next succeeding calendar month, such payment shall be made on
the immediately preceding Business Day.

     Unless otherwise specified above, the interest payable on each Interest
Payment Date or on the Maturity Date will be the amount equal to the interest
accrued from and including the immediately preceding Interest Payment Date in
respect of which interest has been paid or from and including the date of issue,
if no interest has been paid, to but excluding the applicable Interest Payment
Date or the Maturity Date, as the case may be (each, an "Interest Period").

     Reference is hereby made to the further provisions of the Notes set forth
on the reverse hereof and, if so specified on the face hereof, in an Addendum
hereto, which further provisions shall for all purposes have the same force and
effect as if set forth on the face hereof.

     Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to the Notes as specified above, the Notes
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions."



     The Notes represented by this Note Certificate shall not be valid or become
obligatory for any purpose until the certificate of authentication hereon shall
have been executed by the Indenture Trustee pursuant to the Indenture.



     IN WITNESS WHEREOF, the Trust has caused this instrument to be duly
executed on its behalf.

Dated: Original Issue Date              THE ALLSTATE LIFE GLOBAL FUNDING TRUST
                                              SPECIFIED ON THE FACE OF THIS NOTE
                                              CERTIFICATE,
                                        as Issuer


                                        By: WILMINGTON TRUST COMPANY,
                                        not in its individual capacity
                                        but solely as Delaware Trustee.

                                        By:
                                           ---------------------------------
                                           Name:
                                           Title:


                          CERTIFICATE OF AUTHENTICATION

     This Note Certificate is one of the Note Certificates representing Notes
described in the within-mentioned Indenture and is being issued in accordance
with Section [2.5(f)] of the Standard Indenture Terms.

Dated: Original Issue Date              J.P. MORGAN TRUST COMPANY, NATIONAL
                                               ASSOCIATION,
                                        as Indenture Trustee

                                        By:
                                           ---------------------------------
                                           Authorized Signatory



                        [REVERSE OF DEFINITIVE SECURITY]


     SECTION 1. GENERAL. This Note Certificate is a Definitive Security in
respect of a duly authorized issue of Notes of the Trust. The Notes are issued
pursuant to the Indenture.

     SECTION 2. CURRENCY. The Notes are denominated in, and payments of
principal of, premium, if any, and interest on, if any, and other amounts in
respect of, the Notes will be in the Specified Currency designated on the face
hereof. If the Notes are Foreign Currency Notes, any amounts so payable by the
Trust in the Specified Currency will be converted by the exchange rate agent
designated on the face hereof (the "Exchange Rate Agent") into United States
dollars for payment to the registered holders hereof unless otherwise specified
on the face hereof or a registered holder elects, in the manner described below,
to receive payments in the Specified Currency.

     If the Specified Currency for Foreign Currency Notes is not available for
any required payment of principal, premium, if any, and/or interest, if any, due
to the imposition of exchange controls or other circumstances beyond the control
of the Trust, the Trust will be entitled to satisfy the obligations to the
registered holders of such Foreign Currency Notes by making payments in United
States dollars based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent at approximately 11:00 A.M., New York City
time, on the second Business Day preceding the applicable payment date from
three recognized foreign exchange dealers (one of whom may be the Exchange Rate
Agent) selected by the Exchange Rate Agent and approved by the Trust for the
purchase by the quoting dealer of the Specified Currency for United States
dollars for settlement on that payment date in the aggregate amount of the
Specified Currency payable to all registered holders of such Foreign Currency
Notes scheduled to receive United States dollar payments and at which the
applicable dealer commits to execute a contract. All currency exchange costs
will be borne by the relevant registered holders of such Foreign Currency Notes
by deductions from any payments. If three bid quotations are not available,
payments will be made in the Specified Currency.

     Registered holders of Foreign Currency Notes may elect to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest,
if any, in the Specified Currency by submitting a written request to the
Indenture Trustee at its corporate trust office in The City of New York on or
prior to the applicable Regular Interest Record Date or at least fifteen
calendar days prior to the Maturity Date, as the case may be. This written
request may be mailed or hand delivered or sent by cable, telex or other form of
facsimile transmission. This election will remain in effect until revoked by
written notice delivered to the Indenture Trustee on or prior to a Regular
Interest Record Date or at least fifteen calendar days prior to the Maturity
Date, as the case may be. Registered holders of Foreign Currency Notes to be
held in the name of a broker or nominee should contact their broker or nominee
to determine whether and how an election to receive payments in the Specified
Currency may be made.

     Unless otherwise specified on the face hereof, if the Specified Currency is
other than United States dollars, if the Holder hereof elects to receive
payments of principal, premium, if any, and/or interest, if any, in the
Specified Currency, the Holder must notify the Indenture Trustee of that
election on or prior to the fifth Business Day after the applicable Regular
Interest



Record Date or at least ten calendar days prior to the Maturity Date, as the
case may be. If complete instructions are received by the Indenture Trustee on
or prior to such dates, then the Holder will receive payments in the Specified
Currency.

     Unless otherwise specified on the face hereof, if payment in the Specified
Currency hereon is not available to the Trust for any required payment of
principal, premium, if any, and/or interest, if any, due to the imposition of
exchange controls or other circumstances beyond the Trust's control, then the
Trust will be entitled to satisfy its obligations by making payments in United
States dollars on the basis of the Market Exchange Rate, computed by the
Exchange Rate Agent as described above, on the second Business Day prior to the
particular payment or, if the Market Exchange Rate is not then available, on the
basis of the most recently available Market Exchange Rate. The "Market Exchange
Rate" for a Specified Currency other than United States dollars means the noon
dollar buying rate in The City of New York for cable transfers for the Specified
Currency as certified for customs purposes (or, if not so certified, as
otherwise determined) by the Federal Reserve Bank of New York. Any payment in
respect hereof made under such circumstances in U.S. Dollars will not constitute
an Event of Default under the Indenture.

     In the event that a member state of the European Union in whose national
currency is the Specified Currency becomes a participant member in the third
stage of the European economic and monetary union, the Trust may on or after the
date of such occurrence, without the consent of the Holder hereof, redenominate
all, but not less than all, of the Notes hereof.

     All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion and, in the absence of manifest error, shall be
conclusive for all purposes and binding on the Holder hereof and any applicable
Entitlement Holders.

     All currency exchange costs will be borne by the Holder hereof by deduction
from the payments made hereon.

     SECTION 3. DETERMINATION OF INTEREST RATE AND OTHER PAYMENT PROVISIONS.

     FIXED RATE NOTES. If the Notes are designated on the face hereof as "Fixed
Rate Notes," the Notes will bear interest from the Original Issue Date until the
Maturity Date. Unless otherwise specified on the face hereof, the rate of
interest payable on the Notes will not be adjusted; unless otherwise specified
on the face hereof, interest will be payable on the Interest Payment Dates set
forth on the face hereof and at the Maturity Date. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. If any Interest Payment
Date or the Maturity Date of Fixed Rate Notes falls on a day that is not a
Business Day, any payments of principal, premium, if any, and/or interest or
other amounts required to be made, may be made on the next succeeding Business
Day, and no additional interest will accrue in respect of the payment made on
that next succeeding Business Day.

     DISCOUNT NOTES. If the Notes are designated on the face hereof as "Discount
Notes" (as defined below), payments in respect of the Notes shall be made as set
forth on the face hereof. In the event a Discount Note is redeemed, repaid or
accelerated, the amount payable to the Holder of such Note on the Maturity Date
will be equal to the sum of (1) the Issue Price



(increased by any accruals of discount) and, in the event of any redemption of
such Discount Notes, if applicable, multiplied by the Initial Redemption
Percentage (as adjusted by the Annual Redemption Percentage Reduction, if
applicable); and (2) any unpaid interest accrued on such Discount Notes to the
date of redemption, repayment or acceleration of maturity, as applicable. For
purposes of determining the amount of discount that has accrued as of any date
on which a redemption, repayment or acceleration of maturity of the Notes occurs
for Discount Notes, the discount will be accrued using a constant yield method.
The constant yield will be calculated using a 30-day month, 360-day year
convention, a compounding period that, except for the Initial Period (as defined
below), corresponds to the shortest period between Interest Payment Dates for
Discount Notes (with ratable accruals within a compounding period), a coupon
rate equal to the initial coupon rate applicable to Discount Notes and an
assumption that the maturity of such Discount Notes will not be accelerated. If
the period from the date of issue to the first Interest Payment Date for
Discount Notes (the "Initial Period") is shorter than the compounding period for
such Discount Notes, a proportionate amount of the yield for an entire
compounding period will be accrued. If the Initial Period is longer than the
compounding period, then the period will be divided into a regular compounding
period and a short period with the short period being treated as provided in the
preceding sentence. A "Discount Note" is any Note that has an Issue Price that
is less than 100% of the principal amount thereof by more than a percentage
equal to the product of 0.25% and the number of full years to the Stated
Maturity Date.

     AMORTIZING NOTES. If the Notes are specified on the face hereof as
"Amortizing Notes," the Notes shall bear interest at the rate set forth on the
face hereof, and payments of principal and interest shall be made as set forth
on the face hereof and/or in accordance with SCHEDULE I attached hereto. Unless
otherwise specified on the face hereof, interest on the Notes will be computed
on the basis of a 360-day year of twelve 30-day months. Payments with respect to
Amortizing Notes will be applied first to interest due and payable on the Notes
and then to the reduction of the unpaid principal amount of Notes represented by
this Note Certificate.

     FLOATING RATE NOTES. If the Notes are specified on the face hereof as
"Floating Rate Notes," interest on the Notes shall accrue and be payable in
accordance with this Section 3. A Floating Rate Note may be a CD Rate Note, CMT
Rate Note, Commercial Paper Rate Note, Eleventh District Cost of Funds Rate
Note, Federal Funds Rate Note, LIBOR Note, EURIBOR Note, Prime Rate Note,
Treasury Rate Note, or as otherwise set forth on the face hereof. If the Notes
are designated on the face hereof as Floating Rate Notes, the face hereof will
specify whether the Notes are Regular Floating Rate Notes, Inverse Floating Rate
Notes or Floating Rate/Fixed Rate Notes. For the period from the date of issue
to, but not including, the first Interest Reset Date set forth on the face
hereof, the interest rate hereon shall be the Initial Interest Rate specified on
the face hereof. Thereafter, the interest rate hereon will be reset as of and be
effective as of each Interest Reset Date.

     (A)  If any Interest Reset Date would otherwise be a day that is not a
          Business Day, such Interest Reset Date shall be postponed to the next
          day that is a Business Day; PROVIDED, HOWEVER, that if the Notes are
          LIBOR Notes and such Business Day is in the next succeeding calendar
          month, such Interest Reset Date shall be the Business Day immediately
          preceding such Interest Reset Date.

     (B)  Unless specified otherwise on the face hereof, Interest Reset Dates
          are as follows:



          (1) if the Notes reset daily, each Business Day, (2) if the Notes
          reset weekly, other than Treasury Rate Notes, the Wednesday of each
          week, (3) if the Notes are Treasury Rate Notes that reset weekly, and
          except as provided below under "Treasury Rate Notes," the Tuesday of
          each week, (4) if the Notes reset monthly, the third Wednesday of each
          month, unless the Eleventh District Cost of Funds Rate is the Interest
          Rate Basis (as defined below) applicable to the Notes, in which case
          the Notes will reset the first calendar day of the month, (5) if the
          Notes reset quarterly, the third Wednesday of March, June, September
          and December of each year, (6) if the Notes reset semiannually, the
          third Wednesday of each of the two months specified on the face hereof
          and (7) if the Notes reset annually, the third Wednesday of the month
          specified each year; PROVIDED, HOWEVER, that with respect to Floating
          Rate/ Fixed Rate Notes, the rate of interest thereon will not reset
          after the particular Fixed Rate Commencement Date specified on the
          face hereof (the "Fixed Rate Commencement Date").

     (C)  Accrued interest is calculated by multiplying the principal amount of
          such Floating Rate Note by an accrued interest factor. The accrued
          interest factor is computed by adding the interest factor calculated
          for each day in the particular Interest Period. The interest factor
          for each day will be computed by dividing the interest rate applicable
          to such day by 360, in the case of Floating Rate Notes as to which the
          CD Rate, the Commercial Paper Rate, the Eleventh District Cost of
          Funds Rate, the Federal Funds Rate, LIBOR or the Prime Rate is an
          applicable Interest Rate Basis, or by the actual number of days in the
          year, in the case of Floating Rate Notes as to which the CMT Rate or
          the Treasury Rate is an applicable Interest Rate Basis. The interest
          factor for Floating Rate Notes as to which the interest rate is
          calculated with reference to two or more Interest Rate Bases will be
          calculated in each period in the same manner as if only the applicable
          Interest Rate Basis specified on the face hereof applied. The interest
          rate shall be set forth on the face hereof. For purposes of making the
          foregoing calculation, the interest rate in effect on any Interest
          Reset Date will be the applicable rate as reset on that date. Unless
          otherwise specified on the face hereof, the interest rate that is
          effective on the applicable Interest Reset Date will be determined on
          the applicable Interest Determination Date and calculated on the
          applicable Calculation Date (as defined below). "Calculation Date"
          means the date by which the Calculation Agent designated on the face
          hereof, is to calculate the interest rate which will be the earlier of
          (1) the tenth calendar day after the particular Interest Determination
          Date or, if such day is not a Business Day, the next succeeding
          Business Day; or (2) the Business Day immediately preceding the
          applicable Interest Payment Date or the Maturity Date, as the case may
          be.

     (D)  Unless otherwise specified on the face hereof, all percentages
          resulting from any calculation on Floating Rate Notes will be rounded
          to the nearest one hundred-thousandth of a percentage point, with five
          one-millionths of a percentage point rounded upwards. All dollar
          amounts used in or resulting from any calculation on Floating Rate
          Notes will be rounded, in the case of United States dollars, to the
          nearest cent or, in the case of a foreign currency, to the nearest
          unit (with one-half cent or unit being rounded upwards).



     Unless otherwise specified on the face hereof and except as provided below,
interest will be payable as follows: (1) if the Interest Reset Date for the
Notes is daily, weekly or monthly, interest will be payable on the third
Wednesday of each month or on the third Wednesday of March, June, September and
December of each year, as specified on the face hereof, (2) if the Interest
Reset Date for the Notes is quarterly, interest will be payable on the third
Wednesday of March, June, September, and December of each year, (3) if the
Interest Reset Date for the Notes is semiannually, interest will be payable on
the third Wednesday of each of two months specified on the face hereof of each
year, (4) if the Interest Reset Date for the Notes is annually, interest will be
payable on the third Wednesday of the month specified on the face hereof of each
year. In each of these cases, interest will also be payable on the Maturity
Date.

     If specified on the face hereof, the Notes may have either or both of a
Maximum Interest Rate or Minimum Interest Rate. If a Maximum Interest Rate is so
designated, the interest rate that may accrue during any Interest Period for
Floating Rate Notes cannot ever exceed such Maximum Interest Rate and in the
event that the interest rate on any Interest Reset Date would exceed such
Maximum Interest Rate (as if no Maximum Interest Rate were in effect) then the
interest rate on such Interest Reset Date shall be the Maximum Interest Rate. If
a Minimum Interest Rate is so designated, the interest rate that may accrue
during any Interest Period for Floating Rate Notes cannot ever be less than such
Minimum Interest Rate and in the event that the interest rate on any Interest
Reset Date would be less than such Minimum Interest Rate (as if no Minimum
Interest Rate were in effect) then the interest rate on such Interest Reset Date
shall be the Minimum Interest Rate. Notwithstanding anything to the contrary
contained herein, if the Notes are designated on the face hereof as Floating
Rate Notes, the interest rate on Notes shall not exceed the maximum interest
rate permitted by applicable law.

     All determinations of interest by the Calculation Agent designated on the
face hereof will, in the absence of manifest error, be conclusive for all
purposes and binding on the Holder of the Notes and neither the Indenture
Trustee nor the Calculation Agent shall have any liability to the Holder of the
Notes in respect of any determination, calculation, quote or rate made or
provided by the Calculation Agent. Upon request of the Holder of the Notes, the
Calculation Agent will provide the interest rate then in effect and, if
determined, the interest rate that will become effective on the next Interest
Reset Date with respect to the Notes. If the Calculation Agent is incapable or
unwilling to act as such or if the Calculation Agent fails duly to establish the
interest rate for any interest accrual period or to calculate the interest
amount or any other requirements, the Trust will appoint a successor to act as
such in its place. The Calculation Agent may not resign its duties until a
successor has been appointed and such successor has accepted its appointment.

     Subject to applicable provisions of law and except as specified herein, on
each Interest Reset Date, the rate of interest on the Notes on and after the
first Interest Reset Date shall be the interest rate determined in accordance
with the provisions of the heading below which has been designated as the
Interest Rate Basis on the face hereof (the "Interest Rate Basis"), the base
rate, plus or minus the Spread, if any, specified on the face hereof and/or
multiplied by the Spread Multiplier, if any, specified on the face hereof.

     (A)  CD RATE NOTES. If the Interest Rate Basis is the CD Rate, the Notes
          shall be deemed to be "CD Rate Notes." CD Rate Notes will bear
          interest at the interest



          rate calculated with reference to the CD Rate and the Spread or Spread
          Multiplier, if any. The Calculation Agent will determine the CD Rate
          on each Interest Determination Date. The Interest Determination Date
          is the second Business Day immediately preceding the related Interest
          Reset Date. "CD Rate" means the rate on the particular Interest
          Determination Date for negotiable United States dollar certificates of
          deposit having the Index Maturity specified on the face hereof as
          published in H.15(519) (as defined below) under the caption "CDs
          (secondary market)", or, if not so published by 3:00 P.M., New York
          City time, on the related Calculation Date, the rate on the particular
          Interest Determination Date for negotiable United States dollar
          certificates of the particular Index Maturity as published in the H.15
          Daily Update (as defined below) or other recognized electronic source
          used for the purpose of displaying the applicable rate under the
          heading "CDs (secondary market)." If such rate is not yet published in
          either H.15(519) or the H.15 Daily Update by 3:00 P.M., New York City
          time, on the related Calculation Date, then the CD Rate will be the
          rate on the particular Interest Determination Date calculated by the
          Calculation Agent as the arithmetic mean of the secondary market
          offered rates as of 10:00 A.M., New York City time on that Interest
          Determination Date of three leading nonbank dealers in negotiable
          United States dollar certificates of deposit in The City of New York
          (which may include the Agents or their affiliates) selected by the
          Calculation Agent for negotiable United States dollar certificates of
          deposit of major United States money market banks for negotiable
          United States certificates of deposit with a remaining maturity
          closest to the particular Index Maturity in an amount that is
          representative for a single transaction in that market at that time,
          or, if the dealers so selected by the Calculation Agent are not
          quoting as described in the preceding sentence, the CD Rate in effect
          on the particular Interest Determination Date. "H.15(519)" means the
          weekly statistical release designated as H.15(519), or any successor
          publication, published by the Board of Governors of the Federal
          Reserve System; and "H.15 Daily Update" means the daily update of
          H.15(519), available through the Board of Governors of the Federal
          Reserve System at http://www.federalreserve.gov/releases/H15/update,
          or any successor site or publication.

     (B)  CMT RATE NOTES. If the Interest Basis is the CMT Rate, the Notes shall
          be deemed to be "CMT Rate Notes." CMT Rate Notes will bear interest at
          the interest rate calculated with reference to the CMT Rate and the
          Spread or Spread Multiplier, if any. The Calculation Agent will
          determine the CMT Rate on each applicable Interest Determination Date.
          The applicable Interest Determination Date is the second Business Day
          prior to the Interest Reset Date. "CMT Rate" means (1) if CMT
          Moneyline Telerate Page 7051 is specified on the face hereof: (a) the
          percentage equal to the yield for United States Treasury securities at
          "constant maturity" having the Index Maturity specified on the face
          hereof as published in H.15(519) under the caption "Treasury Constant
          Maturities", as the yield is displayed on Moneyline Telerate (or any
          successor service) on page 7051 (or any other page as may replace the
          specified page on that service) ("Moneyline Telerate Page 7051"), for
          the particular Interest Determination Date, or (b) if the rate
          referred to in clause (a) does not so appear on Moneyline Telerate
          Page 7051,



          the percentage equal to the yield for United States Treasury
          securities at "constant maturity" having the particular Index Maturity
          and for the particular Interest Determination Date as published in
          H.15(519) under the caption "Treasury Constant Maturities", or (c) if
          the rate referred to in clause (b) does not so appear in H.15(519),
          the rate on the particular Interest Determination Date for the period
          of the particular Index Maturity as may then be published by either
          the Federal Reserve System Board of Governors or the United States
          Department of the Treasury that the Calculation Agent determines to be
          comparable to the rate which would otherwise have been published in
          H.15(519), or (d) if the rate referred to in clause (c) is not so
          published, the rate on the particular Interest Determination Date
          calculated by the Calculation Agent as a yield to maturity based on
          the arithmetic mean of the secondary market bid prices at
          approximately 3:30 P.M., New York City time, on that Interest
          Determination Date of three leading primary United States government
          securities dealers in The City of New York (which may include the
          Agents or their affiliates) (each, a "Reference Dealer"), selected by
          the Calculation Agent from five Reference Dealers selected by the
          Calculation Agent and eliminating the highest quotation, or, in the
          event of equality, one of the highest, and the lowest quotation or, in
          the event of equality, one of the lowest, for United States Treasury
          securities with an original maturity equal to the particular Index
          Maturity, a remaining term to maturity no more than one year shorter
          than that Index Maturity and in a principal amount that is
          representative for a single transaction in the securities in that
          market at that time, or (e) if fewer than five but more than two of
          the prices referred to in clause (d) are provided as requested, the
          rate on the particular Interest Determination Date calculated by the
          Calculation Agent based on the arithmetic mean of the bid prices
          obtained and neither the highest nor the lowest of the quotations
          shall be eliminated, or (f) if fewer than three prices referred to in
          clause (d) are provided as requested, the rate on the particular
          Interest Determination Date calculated by the Calculation Agent as a
          yield to maturity based on the arithmetic mean of the secondary market
          bid prices as of approximately 3:30 P.M., New York City time, on that
          Interest Determination Date of three Reference Dealers selected by the
          Calculation Agent from five Reference Dealers selected by the
          Calculation Agent and eliminating the highest quotation or, in the
          event of equality, one of the highest and the lowest quotation or, in
          the event of equality, one of the lowest, for United States Treasury
          securities with an original maturity greater than the particular Index
          Maturity, a remaining term to maturity closest to that Index Maturity
          and in a principal amount that is representative for a single
          transaction in the securities in that market at that time, or (g) if
          fewer than five but more than two prices referred to in clause (f) are
          provided as requested, the rate on the particular Interest
          Determination Date calculated by the Calculation Agent based on the
          arithmetic mean of the bid prices obtained and neither the highest nor
          the lowest of the quotations will be eliminated, or (h) if fewer than
          three prices referred to in clause (f) are provided as requested, the
          CMT Rate in effect on the particular Interest Determination Date; (2)
          if CMT Moneyline Telerate Page 7052 is specified on the face hereof
          (a) the percentage equal to the one-week or one-month, as specified on
          the face hereof, average yield for United States



          Treasury securities at "constant maturity" having the Index Maturity
          specified on the face hereof as published in H.15(519) opposite the
          caption "Treasury Constant Maturities", as the yield is displayed on
          Moneyline Telerate (or any successor service) (on page 7052 or any
          other page as may replace the specified page on that service)
          ("Moneyline Telerate Page 7052"), for the week or month, as
          applicable, ended immediately preceding the week or month, as
          applicable, in which the particular Interest Determination Date falls,
          or (b) if the rate referred to in clause (a) does not so appear on
          Moneyline Telerate Page 7052, the percentage equal to the one-week or
          one-month, as specified on the face hereof, average yield for United
          States Treasury securities at "constant maturity" having the
          particular Index Maturity and for the week or month, as applicable,
          preceding the particular Interest Determination Date as published in
          H.15(519) opposite the caption "Treasury Constant Maturities", or (c)
          if the rate referred to in clause (b) does not so appear in H.15(519),
          the one-week or one-month, as specified on the face hereof, average
          yield for United States Treasury securities at "constant maturity"
          having the particular Index Maturity as otherwise announced by the
          Federal Reserve Bank of New York for the week or month, as applicable,
          ended immediately preceding the week or month, as applicable, in which
          the particular Interest Determination Date falls, or (d) if the rate
          referred to in clause (c) is not so published, the rate on the
          particular Interest Determination Date calculated by the Calculation
          Agent as a yield to maturity based on the arithmetic mean of the
          secondary market bid prices at approximately 3:30 P.M., New York City
          time, on that Interest Determination Date of three Reference Dealers
          selected by the Calculation Agent from five Reference Dealers selected
          by the Calculation Agent and eliminating the highest quotation, or, in
          the event of equality, one of the highest, and the lowest quotation
          or, in the event of equality, one of the lowest, for United States
          Treasury securities with an original maturity equal to the particular
          Index Maturity, a remaining term to maturity no more than one year
          shorter than that Index Maturity and in a principal amount that is
          representative for a single transaction in the securities in that
          market at that time, or (e) if fewer than five but more than two of
          the prices referred to in clause (d) are provided as requested, the
          rate on the particular Interest Determination Date calculated by the
          Calculation Agent based on the arithmetic mean of the bid prices
          obtained and neither the highest nor the lowest of the quotations
          shall be eliminated, or (f) if fewer than three prices referred to in
          clause (d) are provided as requested, the rate on the particular
          Interest Determination Date calculated by the Calculation Agent as a
          yield to maturity based on the arithmetic mean of the secondary market
          bid prices as of approximately 3:30 P.M., New York City time, on that
          Interest Determination Date of three Reference Dealers selected by the
          Calculation Agent from five Reference Dealers selected by the
          Calculation Agent and eliminating the highest quotation or, in the
          event of equality, one of the highest and the lowest quotation or, in
          the event of equality, one of the lowest, for United States Treasury
          securities with an original maturity greater than the particular Index
          Maturity, a remaining term to maturity closest to that Index Maturity
          and in a principal amount that is representative for a single
          transaction in the securities in that market at the time, or (g) if
          fewer than five but more than two prices referred



          to in clause (f) are provided as requested, the rate on the particular
          Interest Determination Date calculated by the Calculation Agent based
          on the arithmetic mean of the bid prices obtained and neither the
          highest nor the lowest of the quotations will be eliminated, or (h) if
          fewer than three prices referred to in clause (f) are provided as
          requested, the CMT Rate in effect on that Interest Determination Date.

               If two United States Treasury securities with an original
               maturity greater than the Index Maturity specified on the face
               hereof have remaining terms to maturity equally close to the
               particular Index Maturity, the quotes for the United States
               Treasury security with the shorter original remaining term to
               maturity will be used.

     (C)  COMMERCIAL PAPER RATE NOTES. If the Interest Rate Basis is the
          Commercial Paper Rate, the Notes shall be deemed to be "Commercial
          Paper Rate Notes." Commercial Paper Rate Notes will bear interest for
          each Interest Reset Date at the interest rate calculated with
          reference to the Commercial Paper Rate and the Spread or Spread
          Multiplier, if any. The Calculation Agent will determine the
          Commercial Paper Rate on each applicable Interest Determination Date.
          The Interest Determination Date is the Business Day immediately
          preceding the related Interest Reset Date. "Commercial Paper Rate"
          means the Money Market Yield (calculated as described below) on the
          Interest Determination Date of the rate for commercial paper having
          the applicable Index Maturity as such rate is published in H.15(519)
          under the heading "Commercial Paper -- Nonfinancial." If such rate is
          not published by 3:00 P.M., New York City time, on the Calculation
          Date pertaining to such Interest Determination Date, then the
          Commercial Paper Rate shall be the Money Market Yield on the
          particular Interest Determination Date of the rate for commercial
          paper having the particular Index Maturity as published on H.15 Daily
          Update or such other recognized electronic source used for the
          purposes of displaying the applicable rate, under the caption
          "Commercial Paper -- Nonfinancial", or if such rate is not published
          by 3:00 P.M., New York City time, on the Calculation Date, then the
          Commercial Paper Rate as calculated by the Calculation Agent shall be
          the Money Market Yield of the arithmetic mean of the offered rates at
          approximately 11:00 A.M., New York City time, on that Interest
          Determination Date of three leading dealers of United States dollar
          commercial paper in The City of New York (which may include the Agents
          or their affiliates) selected by the Calculation Agent for commercial
          paper having the particular Index Maturity placed for industrial
          issuers whose bond rating is "Aa", or the equivalent, from a
          nationally recognized statistical rating organization; PROVIDED,
          HOWEVER, that if the dealers selected by the Calculation Agent are not
          quoting offered rates as mentioned above, the Commercial Paper Rate in
          effect on the particular Interest Determination Date.

               "Money Market Yield" shall be a yield (expressed as a percentage)
               calculated in accordance with the following formula:

               Money Market Yield =          D X 360           X 100
                                     ------------------------
                                          360 - (D X M)



               where "D" refers to the per annum rate for the commercial paper,
               quoted on a bank discount basis and expressed as a decimal; and
               "M" refers to the actual number of days in the applicable
               Interest Period.

     (D)  ELEVENTH DISTRICT COST OF FUNDS RATE NOTES. If the Interest Basis is
          the Eleventh District Costs of Funds Rate, the Notes shall be deemed
          to be "Eleventh District Cost of Funds Rate Notes." Eleventh District
          Cost of Funds Notes will bear interest at the interest rate calculated
          with reference to the Eleventh District Cost of Funds Rate and the
          Spread or Spread Multiplier, if any. The Calculation Agent will
          determine the Eleventh District Cost of Rate on each applicable
          Interest Determination Date. The applicable Interest Determination
          Date is the last working day of the month immediately preceding the
          related Interest Reset Date on which the Federal Home Loan Bank of San
          Francisco publishes the Eleventh District Index. The "Eleventh
          District Cost of Funds Rate" means (1) the rate equal to the monthly
          weighted average cost of funds for the calendar month immediately
          preceding the month in which the particular Interest Determination
          Date falls as set forth under the caption "11th District" on the
          display on Moneyline Telerate (or any successor service) on page 7058
          (or any other page as may replace the specified page on that service)
          ("Moneyline Telerate Page 7058") as of 11:00 A.M., San Francisco time,
          on that Interest Determination Date, or (2) if the rate referred to in
          clause (1) does not so appear on Moneyline Telerate Page 7058, the
          monthly weighted average cost of funds paid by member institutions of
          the Eleventh Federal Home Loan Bank District that was most recently
          announced (the "Eleventh District Index") by the Federal Home Loan
          Bank of San Francisco as the cost of funds for the calendar month
          immediately preceding that Interest Determination Date, or (3) if the
          Federal Home Loan Bank of San Francisco fails to announce the Eleventh
          District Index on or prior to the particular Interest Determination
          Date for the calendar month immediately preceding that Interest
          Determination Date, the Eleventh District Cost of Funds Rate in effect
          on the particular Interest Determination Date.

     (E)  FEDERAL FUNDS RATE NOTES. If the Interest Rate Basis is the Federal
          Funds Rate, the Notes shall be deemed to be "Federal Funds Rate
          Notes." Federal Funds Rate Notes will bear interest for each Interest
          Reset Date at the interest rate calculated with reference to the
          Federal Funds Rate and the Spread or Spread Multiplier, if any. The
          Calculation Agent will determine the Federal Funds Rate on each
          applicable Interest Determination Date. The Interest Determination
          Date is the Business Day immediately preceding the related Interest
          Reset Date. "Federal Funds Rate" means (1) the rate on the particular
          Interest Determination Date for United States dollar federal funds as
          published in H.15(519) under the caption "Federal Funds (Effective)"
          and displayed on Moneyline Telerate (or any successor service) on page
          120 (or any other page as may replace the specified page on that
          service) ("Moneyline Telerate Page 120"), or (2) if the rate referred
          to in clause (1) does not so appear on Moneyline Telerate Page 120 or
          is not so published by 3:00 P.M., New York City time, on the related
          Calculation Date, the



          rate on the particular Interest Determination Date for United States
          dollar federal funds as published in H.15 Daily Update, or such other
          recognized electronic source used for the purpose of displaying the
          applicable rate, under the caption "Federal Funds (Effective)", or (3)
          if the rate referred to in clause (2) is not so published by 3:00
          P.M., New York City time, on the related Calculation Date, the rate on
          the particular Interest Determination Date calculated by the
          Calculation Agent as the arithmetic mean of the rates for the last
          transaction in overnight United States dollar federal funds arranged
          by three leading brokers of United States dollar federal funds
          transactions in The City of New York (which may include the Agents or
          their affiliates), selected by the Calculation Agent prior to 9:00
          A.M., New York City time, on that Interest Determination Date, or (4)
          if the brokers so selected by the Calculation Agent are not quoting as
          mentioned in clause (3), the Federal Funds Rate in effect on the
          particular Interest Determination Date.

     (F)  LIBOR NOTES. If the Interest Rate Basis is LIBOR (as defined below),
          the Notes shall be deemed to be "LIBOR Notes." LIBOR Notes will bear
          interest for each Interest Period at the interest rate calculated with
          reference to LIBOR and the Spread or Spread Multiplier, if any. On
          each applicable Interest Determination Date the Calculation Agent will
          determine LIBOR. The applicable Interest Determination Date is the
          second London Banking Day preceding the related Interest Reset Date.

               LIBOR means: (1) if "LIBOR Moneyline Telerate" is specified on
               the face hereof or if neither "LIBOR Reuters" nor "LIBOR
               Moneyline Telerate" is specified on the face hereof as the method
               for calculating LIBOR, the rate for deposits in the LIBOR
               Currency (as defined below) having the Index Maturity specified
               on the face hereof, commencing on the related Interest Reset
               Date, that appears on the LIBOR Page (as defined below) as of
               11:00 A.M., London time, on the particular Interest Determination
               Date, or (2) if "LIBOR Reuters" is specified on the face hereof,
               the arithmetic mean of the offered rates, calculated by the
               Calculation Agent, or the offered rate, if the LIBOR Page by its
               terms provides only for a single rate, for deposits in the LIBOR
               Currency having the particular Index Maturity, commencing on the
               related Interest Reset Date, that appear or appears, as the case
               may be, on the LIBOR Page as of 11:00 A.M., London time, on the
               particular Interest Determination Date, or (3) if fewer than two
               offered rates appear, or no rate appears, as the case may be, on
               the particular Interest Determination Date on the LIBOR Page as
               specified in clause (1) or (2), as applicable, the rate
               calculated by the Calculation Agent of at least two offered
               quotations obtained by the Calculation Agent after requesting the
               principal London offices of each of four major reference banks
               (which may include affiliates of the Agents), in the London
               interbank market to provide the Calculation Agent with its
               offered quotation for deposits in the LIBOR Currency for the
               period of the particular Index Maturity, commencing on the
               related Interest Reset Date, to prime banks in the London
               interbank market at approximately



               11:00 A.M., London time, on that Interest Determination Date and
               in a principal amount that is representative for a single
               transaction in the LIBOR Currency in that market at that time, or
               (4) if fewer than two offered quotations referred to in clause
               (3) are provided as requested, the rate calculated by the
               Calculation Agent as the arithmetic mean of the rates quoted at
               approximately 11:00 A.M., in the applicable Principal Financial
               Center, on the particular Interest Determination Date by three
               major banks (which may include affiliates of the Agents), in that
               Principal Financial Center selected by the Calculation Agent for
               loans in the LIBOR Currency to leading European banks, having the
               particular Index Maturity and in a principal amount that is
               representative for a single transaction in the LIBOR Currency in
               that market at that time, or (5) if the banks so selected by the
               Calculation Agent are not quoting as mentioned in clause (4),
               LIBOR in effect on the particular Interest Determination Date.

               "LIBOR Currency" means the currency specified on the face hereof
               as to which LIBOR shall be calculated or, if no currency is
               specified on the face hereof, United States dollars.

               "LIBOR Page" means either: if "LIBOR Reuters" is specified on the
               face hereof, the display on the Reuter Monitor Money Rates
               Service (or any successor service) on the page specified on the
               face hereof (or any other page as may replace that page on that
               service) for the purpose of displaying the London interbank rates
               of major banks for the LIBOR Currency; or if "LIBOR Moneyline
               Telerate" is specified on the face hereof or neither "LIBOR
               Reuters" nor "LIBOR Moneyline Telerate" is specified on the face
               hereof as the method for calculating LIBOR, the display on
               Moneyline Telerate (or any successor service) on the page
               specified on the face hereof (or any other page as may replace
               such page on such service) for the purpose of displaying the
               London interbank rates of major banks for the LIBOR Currency.

               "London Banking Day" means a day on which commercial banks are
               open for business (including dealings in the LIBOR Currency) in
               London.

     (G)  EURIBOR RATE NOTES. If the Interest Rate Basis is EURIBOR (as defined
          below), the Notes shall be deemed to be "EURIBOR Notes." EURIBOR Notes
          will bear interest at the rates (calculated with references to the
          European inter-bank offered rate for deposits in Euro, or "EURIBOR",
          and the Spread and/or Spread Multiplier, if any) specified on the face
          hereof.

               "EURIBOR" means, with respect to any Interest Determination Date
               relating to EURIBOR Notes or Notes that bear interest at floating
               rates for which the interest rate is determined with reference to
               EURIBOR (a "EURIBOR Interest Determination Date"), the rate for
               deposits in Euros as sponsored, calculated and published jointly
               by the European Banking Federation and ACI -- The Financial
               Market Association, or any company



               established by the joint sponsors for purposes of compiling and
               publishing those rates, having the Index Maturity specified on
               the face hereof, commencing on the applicable Interest Reset
               Date, as the rate appears on Moneyline Telerate, Inc., or any
               successor service, on page 248 (or any other page as may replace
               that specified page on the service) ("Moneyline Telerate Page
               248") as of 11:00 A.M., Brussels time, on the applicable EURIBOR
               Interest Determination Date. If such rate does not appear on
               Moneyline Telerate Page 248, or is not so published by 11:00
               A.M., Brussels time, on the applicable EURIBOR Interest
               Determination Date, such rate will be calculated by the
               Calculation Agent and will be the arithmetic mean of at least two
               quotations obtained by the Calculation Agent after requesting the
               principal Euro-zone (as defined below) offices of four major
               banks in the Euro-zone interbank market to provide the
               Calculation Agent with its offered quotation for deposits in
               Euros for the period of the Index Maturity specified on the face
               hereof, commencing on the applicable Interest Reset Date, to
               prime banks in the Euro-zone interbank market at approximately
               11:00 A.M., Brussels time, on the applicable EURIBOR Interest
               Determination Date and in a principal amount not less than the
               equivalent of $1 million in Euros that is representative for a
               single transaction in Euro in the market at that time. If fewer
               than two such quotations are so provided, the rate on the
               applicable EURIBOR Interest Determination Date will be calculated
               by the Calculation Agent and will be the arithmetic mean of the
               rates quoted at approximately 11:00 A.M., Brussels time, on such
               EURIBOR Interest Determination Date by four major banks in the
               Euro-zone for loans in Euro to leading European banks, having the
               Index Maturity specified on the face hereof, commencing on the
               applicable Interest Reset Date and in a principal amount not less
               than the equivalent of $1 million in Euros that is representative
               for a single transaction in Euros in the market at that time. If
               the banks so selected by the Calculation Agent are not quoting as
               mentioned above, EURIBOR will be EURIBOR in effect on the
               applicable EURIBOR Interest Determination Date.

               "Euro-zone" means the region comprised of member states of the
               European Union that have adopted the single currency in
               accordance with the treaty establishing the European Community,
               as amended by the treaty on European Union.

     (H)  PRIME RATE NOTES. If the Interest Rate Basis is the Prime Rate, the
          Notes shall be deemed to be "Prime Rate Notes." Prime Rate Notes will
          bear interest for each Interest Reset Date calculated with reference
          to the Prime Rate and the Spread or Spread Multiplier, if any, subject
          to the Minimum Interest Rate and/or Maximum Interest Rate, if any,
          specified on the face hereof. The Calculation Agent will determine the
          Prime Rate for each Interest Reset Date on each applicable Interest
          Determination Date. The Interest Determination Date is the Business
          Day immediately preceding the related Interest Reset Date. "Prime
          Rate" means (1) the rate on the particular Interest Determination Date
          as published in



          H.15(519) under the caption "Bank Prime Loan", or (2) if the rate
          referred to in clause (1) is not so published by 3:00 P.M., New York
          City time, on the related Calculation Date, the rate on the particular
          Interest Determination Date as published in H.15 Daily Update, or such
          other recognized electronic source used for the purpose of displaying
          the applicable rate, under the caption "Bank Prime Loan", or (3) if
          the rate referred to in clause (2) is not so published by 3:00 P.M.,
          New York City time, on the related Calculation Date, the rate on the
          particular Interest Determination Date calculated by the Calculation
          Agent as the arithmetic mean of the rates of interest publicly
          announced by each bank that appears on the Reuters Screen US PRIME 1
          Page (as defined below) as the applicable bank's prime rate or base
          lending rate as of 11:00 A.M., New York City time, on that Interest
          Determination Date, or (4) if fewer than four rates referred to in
          clause (3) are so published by 3:00 P.M., New York City time, on the
          related Calculation Date, the rate on the particular Interest
          Determination Date calculated by the Calculation Agent as the
          arithmetic mean of the prime rates or base lending rates quoted on the
          basis of the actual number of days in the year divided by a 360-day
          year as of the close of business on that Interest Determination Date
          by three major banks (which may include affiliates of the Agents) in
          The City of New York selected by the Calculation Agent, or (5) if the
          banks so selected by the Calculation Agent are not quoting as
          mentioned in clause (4), the Prime Rate in effect on the particular
          Interest Determination Date. "Reuters Screen US PRIME 1 Page" means
          the display on the Reuter Monitor Money Rates Service (or any
          successor service) on the "US PRIME 1" page (or any other page as may
          replace that page on that service) for the purpose of displaying prime
          rates or base lending rates of major United States banks.

     (I)  TREASURY RATE NOTES. If the Interest Rate Basis is the Treasury Rate,
          the Notes shall be deemed to be "Treasury Rate Notes." Treasury Rate
          Notes will bear interest for each Interest Reset Date at the interest
          rate calculated with reference to the Treasury Rate and the Spread or
          Spread Multiplier, if any. The Calculation Agent will determine the
          Treasury Rate on each Treasury Rate Determination Date (as defined
          below). "Treasury Rate" means (1) the rate from the auction held on
          the Treasury Rate Interest Determination Date (the "Auction") of
          direct obligations of the United States ("Treasury Bills") having the
          Index Maturity specified on the face hereof under the caption
          "INVESTMENT RATE" on the display on Moneyline Telerate (or any
          successor service) on page 56 (or any other page as may replace that
          page on that service) ("Moneyline Telerate Page 56") or page 57 (or
          any other page as may replace that page on that service) ("Moneyline
          Telerate Page 57"), or (2) if the rate referred to in clause (1) is
          not so published by 3:00 P.M., New York City time, on the related
          Calculation Date, the Bond Equivalent Yield (as defined below) of the
          rate for the applicable Treasury Bills as published in H.15 Daily
          Update, or another recognized electronic source used for the purpose
          of displaying the applicable rate, under the caption "U.S. Government
          Securities/Treasury Bills/Auction High", or (3) if the rate referred
          to in clause (2) is not so published by 3:00 P.M., New York City time,
          on the related Calculation Date, the Bond Equivalent Yield of the
          auction rate of the applicable Treasury Bills as announced by the
          United States Department of the Treasury, or



          (4) if the rate referred to in clause (3) is not so announced by the
          United States Department of the Treasury, or if the Auction is not
          held, the Bond Equivalent Yield of the rate on the particular Interest
          Determination Date of the applicable Treasury Bills as published in
          H.15(519) under the caption "U.S. Government Securities/Treasury
          Bills/Secondary Market", or (5) if the rate referred to in clause (4)
          is not so published by 3:00 P.M., New York City time, on the related
          Calculation Date, the rate on the particular Interest Determination
          Date of the applicable Treasury Bills as published in H.15 Daily
          Update, or another recognized electronic source used for the purpose
          of displaying the applicable rate, under the caption "U.S. Government
          Securities/Treasury Bills/Secondary Market", or (6) if the rate
          referred to in clause (5) is not so published by 3:00 P.M., New York
          City time, on the related Calculation Date, the rate on the particular
          Interest Determination Date calculated by the Calculation Agent as the
          Bond Equivalent Yield of the arithmetic mean of the secondary market
          bid rates, as of approximately 3:30 P.M., New York City time, on that
          Interest Determination Date, of three primary United States government
          securities dealers (which may include the Agents or their affiliates)
          selected by the Calculation Agent, for the issue of Treasury Bills
          with a remaining maturity closest to the Index Maturity specified on
          the face hereof, or (7) if the dealers so selected by the Calculation
          Agent are not quoting as mentioned in clause (6), the Treasury Rate in
          effect on the particular Interest Determination Date.

               "Bond Equivalent Yield" means a yield (expressed as a percentage)
               calculated in accordance with the following formula:

               Bond Equivalent Yield =         D X N          X 100
                                           360 - (D X M)

               where "D" refers to the applicable per annum rate for Treasury
               Bills quoted on a bank discount basis and expressed as a decimal,
               "N" refers to 365 or 366, as the case may be, and "M" refers to
               the actual number of days in the applicable Interest Period.

               The "Treasury Rate Determination Date" for each Interest Reset
               Date means the day in the week in which the related Interest
               Reset Date falls on which day Treasury Bills are normally
               auctioned (i.e., Treasury Bills are normally sold at auction on
               Monday of each week, unless that day is a legal holiday, in which
               case the auction is normally held on the following Tuesday,
               except that the auction may be held on the preceding Friday);
               PROVIDED, HOWEVER, that if an auction is held on the Friday of
               the week preceding the related Interest Reset Date, the Interest
               Determination Date will be the preceding Friday.

     (J)  REGULAR FLOATING RATE NOTES. Unless the Notes are designated as
          Floating Rate/Fixed Rate Notes or Inverse Floating Rate Notes, or as
          having an Addendum attached or having other/additional provisions
          apply, in each case relating to a different interest rate formula,
          such Notes that bear interest at floating rates will



          be Regular Floating Rate Notes and will bear interest at the rate
          determined by reference to the applicable Interest Rate Basis or Bases
          plus or minus the applicable Spread, if any, and/or multiplied by the
          applicable Spread Multiplier, if any. Commencing on the first Interest
          Reset Date, as specified on the face hereof, the rate at which
          interest on Regular Floating Rate Notes is payable will be reset as of
          each Interest Reset Date; PROVIDED, HOWEVER, that the interest rate in
          effect for the period, if any, from the date of issue to the first
          Interest Reset Date will be the Initial Interest Rate.

     (K)  FLOATING RATE/FIXED RATE NOTES. If the Notes are designated as
          "Floating Rate/Fixed Rate Notes" on the face hereof, such Notes that
          bear interest at floating rates will bear interest at the rate
          determined by reference to the applicable Interest Rate Basis or Bases
          plus or minus the applicable Spread, if any, and/or multiplied by the
          applicable Spread Multiplier, if any. Commencing on the first Interest
          Reset Date, the rate at which interest on Floating Rate/Fixed Rate
          Notes is payable will be reset as of each Interest Reset Date;
          PROVIDED, HOWEVER, that the interest rate in effect for the period, if
          any, from the date of issue to the first Interest Reset Date will be
          the Initial Interest Rate, as specified on the face hereof; and the
          interest rate in effect commencing on the Fixed Rate Commencement Date
          will be the Fixed Interest Rate, if specified on the face hereof, or,
          if not so specified, the interest rate in effect on the day
          immediately preceding the Fixed Rate Commencement Date.

     (L)  INVERSE FLOATING RATE NOTES. If the Notes are designated as "Inverse
          Floating Rate Notes" on the face hereof, the Inverse Floating Rate
          shall be equal to the Fixed Interest Rate minus the rate determined by
          reference to the applicable Interest Rate Basis or Bases plus or minus
          the applicable Spread, if any, and/or multiplied by the applicable
          Spread Multiplier, if any; PROVIDED, HOWEVER, that interest on Inverse
          Floating Rate Notes will not be less than zero. Commencing on the
          first Interest Reset Date, the rate at which interest on Inverse
          Floating Rate Notes is payable will be reset as of each Interest Reset
          Date; provided, however, that the interest rate in effect for the
          period, if any, from the date of issue to the first Interest Reset
          Date will be the Initial Interest Rate.

     SECTION 4. OPTIONAL REDEMPTION. Except in the case of Discount Notes, if an
Initial Redemption Date is specified on the face hereof, the Trust may redeem
the Notes prior to the Stated Maturity Date at its option on any Business Day on
or after the Initial Redemption Date in whole or from time to time in part in
increments of $1,000 or any other integral multiple of an authorized
denomination specified on the face hereof (provided that any remaining principal
amount of the Notes shall be at least $1,000 or other minimum authorized
denomination applicable thereto), at the applicable Redemption Price (as defined
below), together with unpaid interest accrued on the Notes, any Additional
Amounts and other amounts payable with respect thereto to the date of
redemption. The Trust must give written notice to the Holders of the Notes to be
redeemed at its option not more than 60 nor less than 30 calendar days prior to
the date of redemption. "Redemption Price" means an amount equal to the Initial
Redemption Percentage specified on the face hereof (as adjusted by the Annual
Redemption Percentage Reduction, if applicable) multiplied by the unpaid
principal amount of Notes represented by this Note



Certificate to be redeemed. The Initial Redemption Percentage, if any, shall
decline at each anniversary of the Initial Redemption Date by an amount equal to
the applicable Annual Redemption Percentage Reduction, if any, until the
Redemption Price is equal to 100% of the unpaid amount thereof to be redeemed.

     SECTION 5. SINKING FUNDS AND AMORTIZING NOTES. Unless otherwise specified
on the face hereof or unless the Notes are Amortizing Notes, the Notes will not
be subject to any sinking fund. If it is specified on the face hereof that the
Notes are Amortizing Notes, the Trust will make payments combining principal and
interest on the dates and in the amounts set forth in the table appearing in
SCHEDULE I, attached to this Note Certificate. If the Notes are Amortizing
Notes, payments made on the Notes will be applied first to interest due and
payable on each such payment date and then to the reduction of the unpaid
principal amount.

     SECTION 6. OPTIONAL REPAYMENT. If so specified on the face hereof, the
Notes will be subject to repayment by the Trust at the option of the Holder of
the Notes on the Optional Repayment Date(s) specified on the face hereof, in
whole or in part in increments of U.S.$1,000 (PROVIDED that any remaining
principal amount of the Notes shall be at least U.S.$1,000), at a repayment
price equal to 100% of the unpaid principal amount of the Notes to be repaid,
together with unpaid interest accrued thereon to the Repayment Date (as defined
below). For the Notes to be so repaid, the Indenture Trustee must receive at its
corporate trust office not more than 60 nor less than 30 calendar days prior to
the applicable Optional Repayment Date, a properly completed Option to Elect
Repayment form, which is attached hereto as Annex A, forwarded by the Holder
hereof. Exercise of such repayment option shall be irrevocable. As used herein,
the term "Repayment Date" shall mean the date fixed for repayment in accordance
with the repayment provisions specified above.

     SECTION 7. MODIFICATIONS AND AMENDMENTS. Sections [9.1 and 9.2] of the
Standard Indenture Terms contain provisions permitting the Trust and the
Indenture Trustee (1) without the consent of any Holder, to execute Supplemental
Indentures for limited purposes and take other actions set forth in the Standard
Indenture Terms, and (2) with the consent of the Holders of not less than 66
2/3% in aggregate principal amount of Notes at the time outstanding, evidenced
as in the Standard Indenture Terms, to execute Supplemental Indentures adding
any provisions to or changing in any manner or eliminating any of the provisions
of the Indenture or any Supplemental Indenture or modifying in any manner the
rights of the Holders of the Notes subject to specified limitations.

     SECTION 8. OBLIGATIONS UNCONDITIONAL. No reference herein to the Indenture
or the Standard Indenture Terms and no provision of the Notes or of the
Indenture shall alter or impair the obligation of the Trust, which is absolute
and unconditional, to pay the principal of, interest on, or any other amount due
and owing with respect to, the Notes at the places, at the respective times, at
the rate, and in the coin or currency, herein prescribed.

     SECTION 9. COLLATERAL. Pursuant to the Indenture, the Trust will assign the
relevant Funding Agreement(s) issued by Allstate Life Insurance Company
("Allstate Life") in connection with the issuance of the Notes (each, a "Funding
Agreement") to the Indenture Trustee on behalf of the holders of the Notes. The
Notes will be secured by a first priority perfected security interest in the
Collateral described on the face hereof (the "Collateral") in



favor of the Indenture Trustee and the other persons identified in the Standard
Indenture Terms.

     SECTION 10. SECURITY; LIMITED RECOURSE. The Notes are solely the
obligations of the Trust, and will not be guaranteed by any person, including
but not limited to Allstate Life, Allstate Life Global Funding, any Agent, the
Trust Beneficial Owner, the Delaware Trustee, the Indenture Trustee or any of
their affiliates. The Trust's obligations under the Notes will be secured by all
of the Trust's rights and title in one or more Funding Agreement(s) issued by
Allstate Life and other rights and assets included in the applicable Collateral.
The Holder of the Notes has no direct contractual rights against Allstate Life
under the Funding Agreement(s). Under the terms of each Funding Agreement,
recourse rights to Allstate Life will belong to the Trust, its successors and
permitted assignees. The Trust has pledged, collaterally assigned and granted a
first priority perfected security interest in the Collateral for the Notes to
the Indenture Trustee on behalf of the Holders of the Notes and the other
persons identified in the Standard Indenture Terms. Recourse to Allstate Life
under each Funding Agreement will be enforceable only by the Indenture Trustee
as a secured party on behalf of the Holders of Notes and the other persons
identified in the Standard Indenture Terms.

     SECTION 11. EVENTS OF DEFAULT. In case an Event of Default, as defined in
the Standard Indenture Terms, shall have occurred and be continuing, the
principal of the Notes may be declared, and upon such declaration shall become,
due and payable in the manner, with the effect and subject to the conditions
provided in the Standard Indenture Terms. If the Notes are Discount Notes, the
amount of principal of the Notes that becomes due and payable upon such
acceleration shall be equal to the amount calculated as set forth in Section 3
hereof.

     SECTION 12. WITHHOLDING; ADDITIONAL AMOUNTS; TAX EVENT. All amounts due in
respect of the Notes will be made without withholding or deduction for or on
account of any present or future taxes, duties, levies, assessments or other
governmental charges of whatever nature imposed or levied by or on behalf of any
governmental authority in the United States having the power to tax payments on
the Notes unless the withholding or deduction is required by law. Unless
otherwise specified on the face hereof, the Trust will not pay any additional
amounts ("Additional Amounts") to Holders of the Notes in the event that any
withholding or deduction is so required by law, regulation or official
interpretation thereof, and the imposition of a requirement to make any such
withholding or deduction will not give rise to any independent right or
obligation to redeem the Notes. If the Trust is required to pay Additional
Amounts pursuant to Section [3.1(c)] of the Standard Indenture Terms and unless
otherwise specified herein, the Trust shall give a notice of redemption to each
Holder of the Notes to be redeemed not more than 75 days nor less than 30 days
prior to the Redemption Date; provided that no such notice of redemption may be
given earlier than 90 days prior to the earliest day on which the Trust would
become obligated to pay the applicable Additional Amounts were a payment in
respect of the Notes then due. Failure to give such notice to the Holder of any
Note designated for redemption in whole or in part, or any defect in the notice
to any such Holder, shall not affect the validity of the proceedings for the
redemption of any other Note or any portion thereof. "Tax Event" means that the
Trust shall have become required at any time to pay Additional Amounts or if the
Trust is obligated to withhold or deduct any United States taxes with respect to
any payment under the Notes or if there is a material probability that the Trust
will become obligated to withhold or deduct any such United States taxes or
otherwise pay Additional Amounts (in the opinion of independent legal counsel
selected by Allstate Life), in each case pursuant to any



change in or amendment to any United States tax laws (or any regulations or
rulings thereunder) or any change in position of the Internal Revenue Service
regarding the application or interpretation thereof (including, but not limited
to, Allstate Life's or the Trust's receipt of a written adjustment from the
Internal Revenue Service in connection with an audit).

     SECTION 13. LISTING. Unless otherwise specified on the face hereof the
Notes will not be listed on any securities exchange.

     SECTION 14. NO RECOURSE AGAINST CERTAIN PERSONS. No recourse shall be had
for the payment of the principal of or the interest on the Notes, or for any
claim based hereon, or otherwise in respect thereof, or based on or in respect
of the Indenture or any Supplemental Indenture, against the Nonrecourse Parties,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such personal
liability being, by the acceptance of any Notes and as part of the consideration
for issue of the Notes, expressly waived and released.

     SECTION 15. GOVERNING LAW. The Notes shall be governed by, and construed in
accordance with, the laws of the State of New York.



                                                                         Annex A

                            OPTION TO ELECT REPAYMENT

     The undersigned Holder of the Notes hereby irrevocably elects to have the
Trust repay the principal amount of the Notes or portion hereof at the optional
repayment price in accordance with the terms of the Notes.


     Date:
          --------------------------------  Signature
                                            Sign exactly as name appears on the
                                            front of this Note Certificate
                                            [SIGNATURE GUARANTEED - required
                                            only if Notes are to be issued and
                                            delivered to other than the
                                            registered Holder]

                                            Fill in for registration of Notes if
                                            to be issued otherwise than to the
     Principal amount to be repaid, if      registered Holder:
     amount to be repaid is less than
     the principal amount of the Notes
     represented by this Note
     Certificate (principal amount
     remaining must be an authorized
     denomination)

     $___________________________
                                            Name:    _______________________


                                            Address: _______________________



                                                     _______________________
                                                     (Please print name and
                                                     address including zip code)


                   Social Security or Other Taxpayer ID Number

                                       A-1


                                                                      Schedule I


                               AMORTIZATION TABLE




                 Date                                     Payment
- --------------------------------------    --------------------------------------
                                                       
- --------------------------------------    --------------------------------------

- --------------------------------------    --------------------------------------

- --------------------------------------    --------------------------------------

- --------------------------------------    --------------------------------------



                                       I-1




                                                                    EXHIBIT 4.11

                           FORM OF GLOBAL SECURITY FOR
                     ALLSTATE LIFE(SM) CORENOTES(SM) PROGRAM

                            [FACE OF GLOBAL SECURITY]

UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS NOTE CERTIFICATE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE STANDARD
INDENTURE TERMS HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE &
CO., OR SUCH OTHER NOMINEE OF DTC, OR ANY SUCCESSOR DEPOSITARY ("DEPOSITARY"),
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY. THE NOTES
REPRESENTED BY THIS NOTE CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART
FOR NOTES REGISTERED, AND NO TRANSFER OF THE NOTES REPRESENTED BY THIS NOTE
CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE STANDARD INDENTURE TERMS. EVERY NOTE CERTIFICATE
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE
FOR, OR IN LIEU OF, THIS NOTE CERTIFICATE WILL BE A GLOBAL SECURITY SUBJECT TO
THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

                                                                 CUSIP No.:

                ALLSTATE LIFE GLOBAL FUNDING TRUST [    ] - [  ]

                         ALLSTATE LIFE(SM) CORENOTES(SM)

                                               
Title of Notes:                                   Stated Maturity Date:
Principal Amount: $___________                    Settlement Date and Time:
Original Issue Date:                              Securities Exchange Listing: / / Yes / / No.  If yes,
Issue Price:                                               indicate name(s) of Securities Exchange(s):
                                                           __________________________.





"Allstate Life(SM)" is a registered servicemark of Allstate Insurance Company.
"CoreNotes(SM)" is a registered servicemark of Merrill Lynch & Co., Inc.

                                        1


                                               
Interest Rate or Formula:
Fixed Rate Note: / / Yes / / No. If yes,          Floating Rate Note: / / Yes / / No.  If yes,
         Interest Rate:                                    Regular Floating Rate Notes: / /
         Interest Payment Dates:                           Floating Rate/Fixed Rate Notes: / /
         Day Count Convention:                             Interest Rate:
         Additional/Other Terms:                           Interest Rate Basis(es):
Discount Note: / / Yes / / No. If yes,                           LIBOR / /
         Total Amount of Discount:                                  / / LIBOR Reuters Page:
         Initial Accrual Period of Discount:                        / / LIBOR Telerate Page:
         Interest Payment Dates:                                    LIBOR Currency:
         Additional/Other Terms:                                 Constant Maturity Treasury Rate / /
Redemption Provisions: / / Yes / / No. If yes,                      Designated CMT Telerate Page:
         Initial Redemption Date:                                           If Telerate Page 7052:
         Initial Redemption Percentage:                                     / / Weekly Average
         Annual Redemption Percentage                                       / / Monthly Average
               Reduction, if any:                                   Designated CMT Maturity Index:
         Additional/Other Terms:                                 CD Rate / /
Survivor's Option: / / Yes / / No.                               Commercial Paper Rate / /
Regular Interest Record Date(s):                                 Federal Funds Rate / /
Sinking Fund:                                                    Prime Rate / /
Calculation Agent:                                               Treasury Rate / /
Depositary:                                                      Other / / See attached.
Authorized Denominations:                                  Index Maturity:
Collateral: Allstate Life Insurance Company                Spread and/or Spread Multiplier, if any:
         Funding Agreement No(s). / /, all                 Initial Interest Rate, if any:
         proceeds of such Funding                          Initial Interest Reset Date:
         Agreement(s), all books and records               Interest Reset Dates:
         pertaining to such Funding                        Interest Determination Date(s):
         Agreement(s) and all rights of the                Interest Payment Dates:
         Trust pertaining to the foregoing.                Maximum Interest Rate, if any:
Additional/Other Terms:                                    Minimum Interest Rate, if any:
                                                           Fixed Rate Commencement Date, if any:
                                                           Fixed Interest Rate, if any:
                                                           Day Count Convention:
                                                           Additional/Other Terms:





     This Note Certificate is a Global Security in respect of a duly authorized
issue of Notes (the "Notes") of the Allstate Life Global Funding Trust
designated above, a statutory trust organized under the laws of the State of
Delaware (the "Trust"). The Notes are issued under the Indenture, dated as of
the date hereof (as amended or supplemented from time to time, the "Indenture")
between the Trust and J.P. Morgan Trust Company, National Association, as
indenture trustee (including any successor, the "Indenture Trustee").
Capitalized terms used herein and not otherwise defined shall have the
respective meanings ascribed in the Standard Indenture Terms, dated as of
[        ] (as amended or supplemented from time to time, the "Standard
Indenture Terms").

                                        2


     The Trust, for value received, hereby promises to pay to Cede & Co. or its
registered assigns on the Stated Maturity Date (or on the date of redemption or
repayment by the Trust prior to maturity pursuant to redemption or repayment
provisions, in each case, if provided for above) the principal amount specified
above and, if so specified above, to pay interest from time to time on the Notes
represented by this Note Certificate from the Original Issue Date specified
above (the "Original Issue Date") or from the most recent Interest Payment Date
to which interest has been paid or duly provided for at the rate per annum
determined in accordance with the provisions on the reverse hereof and as
specified above, until the principal of the Notes represented by this Note
Certificate is paid or made available for payment and to pay such other amounts
due and owing with respect to the Notes represented by this Note Certificate.

     On any exchange or purchase and cancellation of any of the Notes
represented by this Note Certificate, details of such exchange or purchase and
cancellation shall be entered in the records of the Indenture Trustee. Upon any
such exchange or purchase and cancellation, the principal amount of the Notes
represented by this Note Certificate shall be charged by the principal amount so
exchanged or purchased and cancelled, as provided in the Standard Indenture
Terms.

     Unless otherwise set forth above, if the Notes are subject to an Annual
Redemption Percentage Reduction as specified above, the Redemption Price of the
Notes represented by this Note Certificate shall initially be the Initial
Redemption Percentage of the principal amount of the Notes represented by this
Note Certificate on the Initial Redemption Date and shall decline at each
anniversary of the Initial Redemption Date (each such date, a "Redemption Date")
by the Annual Redemption Percentage Reduction of such principal amount until the
Redemption Price is 100% of such principal amount.

     The Notes will mature on the Stated Maturity Date, unless their principal
(or, any installment of their principal) becomes due and payable prior to the
Stated Maturity Date, whether, as applicable, by the declaration of acceleration
of maturity, notice of redemption at the option of the Trust, notice of the
Holder's option to elect repayment or otherwise (the Stated Maturity Date or any
date prior to the Stated Maturity Date on which the Notes become due and
payable, as the case may be, are referred to as the "Maturity Date" with respect
to principal of the Notes repayable on such date).

     Unless otherwise provided above and except as provided in the following
paragraph, the Trust will pay interest on each Interest Payment Date specified
above, commencing with the first Interest Payment Date next succeeding the
Original Issue Date, and on the Maturity Date; PROVIDED that any payment of
principal, premium, if any, interest or other amounts to be made on any Interest
Payment Date or on a Maturity Date that is not a Business Day shall be made on
the next succeeding Business Day, PROVIDED, HOWEVER, with respect to an Interest
Payment Date other than the Maturity Date, if the Notes are LIBOR Notes (as
defined in Section 3 on the reverse hereof) and that next succeeding Business
Day falls in the next succeeding calendar month, such payment shall be made on
the immediately preceding Business Day.

     Unless otherwise specified above, the interest payable on each Interest
Payment Date or on the Maturity Date will be the amount equal to the interest
accrued from and including the immediately preceding Interest Payment Date in
respect of which interest has been paid or from

                                        3


and including the date of issue, if no interest has been paid, to but excluding
the applicable Interest Payment Date or the Maturity Date, as the case may be
(each, an "Interest Period").

     Reference is hereby made to the further provisions of the Notes set forth
on the reverse hereof and, if so specified on the face hereof, in an Addendum
hereto, which further provisions shall for all purposes have the same force and
effect as if set forth on the face hereof.

     Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to the Notes as specified above, the Notes
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions."

     The Notes represented by this Note Certificate shall not be valid or become
obligatory for any purpose until the certificate of authentication hereon shall
have been executed by the Indenture Trustee pursuant to the Indenture.

                                        4


     IN WITNESS WHEREOF, the Trust has caused this instrument to be duly
executed on its behalf.

Dated: Original Issue Date          THE ALLSTATE LIFE GLOBAL FUNDING TRUST
                                          SPECIFIED ON THE FACE OF THIS NOTE
                                          CERTIFICATE,
                                    as Issuer


                                    By: WILMINGTON TRUST COMPANY,
                                    not in its individual capacity
                                    but solely as Delaware Trustee.

                                    By:
                                        -------------------------------------
                                        Name:
                                        Title:


                          CERTIFICATE OF AUTHENTICATION

     This Note Certificate is one of the Note Certificates representing Notes
described in the within-mentioned Indenture and is being issued in accordance
with Section [2.5(f)] of the Standard Indenture Terms.

Dated: Original Issue Date          J.P. MORGAN TRUST COMPANY, NATIONAL
                                           ASSOCIATION,
                                    as Indenture Trustee

                                    By:
                                        -------------------------------------
                                        Authorized Signatory

                                        5


                          [REVERSE OF GLOBAL SECURITY]

     SECTION 1. GENERAL. This Note Certificate is a Global Security in respect
of a duly authorized issue of Notes of the Trust. The Notes are issued pursuant
to the Indenture.

     SECTION 2. CURRENCY. The Notes are denominated in, and payments of
principal, premium, if any, and/or interest, if any, will be made in U.S.
dollars.

     SECTION 3. DETERMINATION OF INTEREST RATE AND OTHER PAYMENT PROVISIONS.

     FIXED RATE NOTES. If the Notes are designated on the face hereof as "Fixed
Rate Notes," the Notes will bear interest from the Original Issue Date until the
Maturity Date. Unless otherwise specified on the face hereof, the rate of
interest payable on the Notes will not be adjusted; unless otherwise specified
on the face hereof, interest will be payable on the Interest Payment Dates set
forth on the face hereof and at the Maturity Date. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. If any Interest Payment
Date or the Maturity Date of Fixed Rate Notes falls on a day that is not a
Business Day, any payments of principal, premium, if any, and/or interest or
other amounts required to be made, may be made on the next succeeding Business
Day, and no additional interest will accrue in respect of the payment made on
that next succeeding Business Day.

     DISCOUNT NOTES. If the Notes are designated on the face hereof as "Discount
Notes" (as defined below), payments in respect of the Notes shall be made as set
forth on the face hereof. In the event a Discount Note is redeemed, repaid or
accelerated, the amount payable to the Holder of such Note on the Maturity Date
will be equal to the sum of (1) the Issue Price (increased by any accruals of
discount) and, in the event of any redemption of such Discount Notes, if
applicable, multiplied by the Initial Redemption Percentage (as adjusted by the
Annual Redemption Percentage Reduction, if applicable); and (2) any unpaid
interest accrued on such Discount Notes to the date of redemption, repayment or
acceleration of maturity, as applicable. For purposes of determining the amount
of discount that has accrued as of any date on which a redemption, repayment or
acceleration of maturity of the Notes occurs for Discount Notes, the discount
will be accrued using a constant yield method. The constant yield will be
calculated using a 30-day month, 360-day year convention, a compounding period
that, except for the Initial Period (as defined below), corresponds to the
shortest period between Interest Payment Dates for Discount Notes (with ratable
accruals within a compounding period), a coupon rate equal to the initial coupon
rate applicable to Discount Notes and an assumption that the maturity of such
Discount Notes will not be accelerated. If the period from the date of issue to
the first Interest Payment Date for Discount Notes (the "Initial Period") is
shorter than the compounding period for such Discount Notes, a proportionate
amount of the yield for an entire compounding period will be accrued. If the
Initial Period is longer than the compounding period, then the period will be
divided into a regular compounding period and a short period with the short
period being treated as provided in the preceding sentence. A "Discount Note" is
any Note that has an Issue Price that is less than 100% of the principal amount
thereof by more than a percentage equal to the product of 0.25% and the number
of full years to the Stated Maturity Date.

     FLOATING RATE NOTES. If the Notes are specified on the face hereof as
"Floating Rate Notes," interest on the Notes shall accrue and be payable in
accordance with this Section 3. A

                                        6


Floating Rate Note may be a CD Rate Note, CMT Rate Note, Commercial Paper Rate
Note, Federal Funds Rate Note, LIBOR Note, Prime Rate Note, Treasury Rate Note,
or as otherwise set forth on the face hereof. If the Notes are designated on the
face hereof as Floating Rate Notes, the face hereof will specify whether the
Notes are Regular Floating Rate Notes or Floating Rate/Fixed Rate Notes. For the
period from the date of issue to, but not including, the first Interest Reset
Date set forth on the face hereof, the interest rate hereon shall be the Initial
Interest Rate specified on the face hereof. Thereafter, the interest rate hereon
will be reset as of and be effective as of each Interest Reset Date.

     (A)  If any Interest Reset Date would otherwise be a day that is not a
          Business Day, such Interest Reset Date shall be postponed to the next
          day that is a Business Day; PROVIDED, HOWEVER, that if the Notes are
          LIBOR Notes and such Business Day is in the next succeeding calendar
          month, such Interest Reset Date shall be the Business Day immediately
          preceding such Interest Reset Date.

     (B)  Unless specified otherwise on the face hereof, Interest Reset Dates
          are as follows: (1) if the Notes reset daily, each Business Day, (2)
          if the Notes reset weekly, other than Treasury Rate Notes, the
          Wednesday of each week, (3) if the Notes are Treasury Rate Notes that
          reset weekly, and except as provided below under "Treasury Rate
          Notes," the Tuesday of each week, (4) if the Notes reset monthly, the
          third Wednesday of each month, (5) if the Notes reset quarterly, the
          third Wednesday of March, June, September and December of each year,
          (6) if the Notes reset semiannually, the third Wednesday of each of
          the two months specified on the face hereof and (7) if the Notes reset
          annually, the third Wednesday of the month specified each year;
          PROVIDED, HOWEVER, that with respect to Floating Rate/ Fixed Rate
          Notes, the rate of interest thereon will not reset after the
          particular Fixed Rate Commencement Date specified on the face hereof
          (the "Fixed Rate Commencement Date").

     (C)  Accrued interest is calculated by multiplying the principal amount of
          such Floating Rate Note by an accrued interest factor. The accrued
          interest factor is computed by adding the interest factor calculated
          for each day in the particular Interest Period. The interest factor
          for each day will be computed by dividing the interest rate applicable
          to such day by 360, in the case of Floating Rate Notes as to which the
          CD Rate, the Commercial Paper Rate, the Federal Funds Rate, LIBOR or
          the Prime Rate is an applicable Interest Rate Basis (as defined
          below), or by the actual number of days in the year, in the case of
          Floating Rate Notes as to which the CMT Rate or the Treasury Rate is
          an applicable Interest Rate Basis. The interest factor for Floating
          Rate Notes as to which the interest rate is calculated with reference
          to two or more Interest Rate Bases will be calculated in each period
          in the same manner as if only the applicable Interest Rate Basis
          specified on the face hereof applied. The interest rate shall be set
          forth on the face hereof. For purposes of making the foregoing
          calculation, the interest rate in effect on any Interest Reset Date
          will be the applicable rate as reset on that date. Unless otherwise
          specified on the face hereof, the interest rate that is effective on
          the applicable Interest Reset Date will be determined on the
          applicable Interest Determination Date and calculated on the
          applicable Calculation Date (as defined

                                        7


          below). "Calculation Date" means the date by which the Calculation
          Agent designated on the face hereof, is to calculate the interest rate
          which will be the earlier of (1) the tenth calendar day after the
          particular Interest Determination Date or, if such day is not a
          Business Day, the next succeeding Business Day; or (2) the Business
          Day immediately preceding the applicable Interest Payment Date or the
          Maturity Date, as the case may be.

     (D)  Unless otherwise specified on the face hereof, all percentages
          resulting from any calculation on Floating Rate Notes will be rounded
          to the nearest one hundred-thousandth of a percentage point, with five
          one-millionths of a percentage point rounded upwards. All dollar
          amounts used in or resulting from any calculation on Floating Rate
          Notes will be rounded to the nearest cent.

     Unless otherwise specified on the face hereof and except as provided below,
interest will be payable as follows: (1) if the Interest Reset Date for the
Notes is daily, weekly or monthly, interest will be payable on the third
Wednesday of each month or on the third Wednesday of March, June, September and
December of each year, as specified on the face hereof, (2) if the Interest
Reset Date for the Notes is quarterly, interest will be payable on the third
Wednesday of March, June, September, and December of each year, (3) if the
Interest Reset Date for the Notes is semiannually, interest will be payable on
the third Wednesday of each of two months specified on the face hereof of each
year, (4) if the Interest Reset Date for the Notes is annually, interest will be
payable on the third Wednesday of the month specified on the face hereof of each
year. In each of these cases, interest will also be payable on the Maturity
Date.

     If specified on the face hereof, the Notes may have either or both of a
Maximum Interest Rate or Minimum Interest Rate. If a Maximum Interest Rate is so
designated, the interest rate that may accrue during any Interest Period for
Floating Rate Notes cannot ever exceed such Maximum Interest Rate and in the
event that the interest rate on any Interest Reset Date would exceed such
Maximum Interest Rate (as if no Maximum Interest Rate were in effect) then the
interest rate on such Interest Reset Date shall be the Maximum Interest Rate. If
a Minimum Interest Rate is so designated, the interest rate that may accrue
during any Interest Period for Floating Rate Notes cannot ever be less than such
Minimum Interest Rate and in the event that the interest rate on any Interest
Reset Date would be less than such Minimum Interest Rate (as if no Minimum
Interest Rate were in effect) then the interest rate on such Interest Reset Date
shall be the Minimum Interest Rate. Notwithstanding anything to the contrary
contained herein, if the Notes are designated on the face hereof as Floating
Rate Notes, the interest rate on Notes shall not exceed the maximum interest
rate permitted by applicable law.

     All determinations of interest by the Calculation Agent designated on the
face hereof will, in the absence of manifest error, be conclusive for all
purposes and binding on the Holder of the Notes and neither the Indenture
Trustee nor the Calculation Agent shall have any liability to the Holder of the
Notes in respect of any determination, calculation, quote or rate made or
provided by the Calculation Agent. Upon request of the Holder of the Notes, the
Calculation Agent will provide the interest rate then in effect and, if
determined, the interest rate that will become effective on the next Interest
Reset Date with respect to the Notes. If the Calculation Agent is incapable or
unwilling to act as such or if the Calculation Agent fails duly to establish the
interest rate for any interest accrual period or to calculate the interest
amount or any other

                                        8


requirements, the Trust will appoint a successor to act as such in its place.
The Calculation Agent may not resign its duties until a successor has been
appointed and such successor has accepted its appointment.

     Subject to applicable provisions of law and except as specified herein, on
each Interest Reset Date, the rate of interest on the Notes on and after the
first Interest Reset Date shall be the interest rate determined in accordance
with the provisions of the heading below which has been designated as the
Interest Rate Basis on the face hereof (the "Interest Rate Basis"), the base
rate, plus or minus the Spread, if any, specified on the face hereof and/or
multiplied by the Spread Multiplier, if any, specified on the face hereof.

     (A)  CD RATE NOTES. If the Interest Rate Basis is the CD Rate, the Notes
          shall be deemed to be "CD Rate Notes." CD Rate Notes will bear
          interest at the interest rate calculated with reference to the CD Rate
          and the Spread or Spread Multiplier, if any. The Calculation Agent
          will determine the CD Rate on each Interest Determination Date. The
          Interest Determination Date is the second Business Day immediately
          preceding the related Interest Reset Date. "CD Rate" means the rate on
          the particular Interest Determination Date for negotiable United
          States dollar certificates of deposit having the Index Maturity
          specified on the face hereof as published in H.15(519) (as defined
          below) under the caption "CDs (secondary market)", or, if not so
          published by 3:00 P.M., New York City time, on the related Calculation
          Date, the rate on the particular Interest Determination Date for
          negotiable United States dollar certificates of the particular Index
          Maturity as published in the H.15 Daily Update (as defined below) or
          other recognized electronic source used for the purpose of displaying
          the applicable rate under the heading "CDs (secondary market)." If
          such rate is not yet published in either H.15(519) or the H.15 Daily
          Update by 3:00 P.M., New York City time, on the related Calculation
          Date, then the CD Rate will be the rate on the particular Interest
          Determination Date calculated by the Calculation Agent as the
          arithmetic mean of the secondary market offered rates as of 10:00
          A.M., New York City time on that Interest Determination Date of three
          leading nonbank dealers in negotiable United States dollar
          certificates of deposit in The City of New York (which may include the
          Agents or their affiliates) selected by the Calculation Agent for
          negotiable United States dollar certificates of deposit of major
          United States money market banks for negotiable United States
          certificates of deposit with a remaining maturity closest to the
          particular Index Maturity in an amount that is representative for a
          single transaction in that market at that time, or, if the dealers so
          selected by the Calculation Agent are not quoting as described in the
          preceding sentence, the CD Rate in effect on the particular Interest
          Determination Date. "H.15(519)" means the weekly statistical release
          designated as H.15(519), or any successor publication, published by
          the Board of Governors of the Federal Reserve System; and "H.15 Daily
          Update" means the daily update of H.15(519), available through the
          Board of Governors of the Federal Reserve System at
          http://www.federalreserve.gov/releases/H15/update, or any successor
          site or publication.

     (B)  CMT RATE NOTES. If the Interest Basis is the CMT Rate, the Notes shall
          be

                                        9


          deemed to be "CMT Rate Notes." CMT Rate Notes will bear interest at
          the interest rate calculated with reference to the CMT Rate and the
          Spread or Spread Multiplier, if any. The Calculation Agent will
          determine the CMT Rate on each applicable Interest Determination Date.
          The applicable Interest Determination Date is the second Business Day
          prior to the Interest Reset Date. "CMT Rate" means (1) if CMT
          Moneyline Telerate Page 7051 is specified on the face hereof: (a) the
          percentage equal to the yield for United States Treasury securities at
          "constant maturity" having the Index Maturity specified on the face
          hereof as published in H.15(519) under the caption "Treasury Constant
          Maturities", as the yield is displayed on Moneyline Telerate (or any
          successor service) on page 7051 (or any other page as may replace the
          specified page on that service) ("Moneyline Telerate Page 7051"), for
          the particular Interest Determination Date, or (b) if the rate
          referred to in clause (a) does not so appear on Moneyline Telerate
          Page 7051, the percentage equal to the yield for United States
          Treasury securities at "constant maturity" having the particular Index
          Maturity and for the particular Interest Determination Date as
          published in H.15(519) under the caption "Treasury Constant
          Maturities", or (c) if the rate referred to in clause (b) does not so
          appear in H.15(519), the rate on the particular Interest Determination
          Date for the period of the particular Index Maturity as may then be
          published by either the Federal Reserve System Board of Governors or
          the United States Department of the Treasury that the Calculation
          Agent determines to be comparable to the rate which would otherwise
          have been published in H.15(519), or (d) if the rate referred to in
          clause (c) is not so published, the rate on the particular Interest
          Determination Date calculated by the Calculation Agent as a yield to
          maturity based on the arithmetic mean of the secondary market bid
          prices at approximately 3:30 P.M., New York City time, on that
          Interest Determination Date of three leading primary United States
          government securities dealers in The City of New York (which may
          include the Agents or their affiliates) (each, a "Reference Dealer"),
          selected by the Calculation Agent from five Reference Dealers selected
          by the Calculation Agent and eliminating the highest quotation, or, in
          the event of equality, one of the highest, and the lowest quotation
          or, in the event of equality, one of the lowest, for United States
          Treasury securities with an original maturity equal to the particular
          Index Maturity, a remaining term to maturity no more than one year
          shorter than that Index Maturity and in a principal amount that is
          representative for a single transaction in the securities in that
          market at that time, or (e) if fewer than five but more than two of
          the prices referred to in clause (d) are provided as requested, the
          rate on the particular Interest Determination Date calculated by the
          Calculation Agent based on the arithmetic mean of the bid prices
          obtained and neither the highest nor the lowest of the quotations
          shall be eliminated, or (f) if fewer than three prices referred to in
          clause (d) are provided as requested, the rate on the particular
          Interest Determination Date calculated by the Calculation Agent as a
          yield to maturity based on the arithmetic mean of the secondary market
          bid prices as of approximately 3:30 P.M., New York City time, on that
          Interest Determination Date of three Reference Dealers selected by the
          Calculation Agent from five Reference Dealers selected by the
          Calculation Agent and eliminating the highest quotation or, in the
          event of equality, one of the

                                       10


          highest and the lowest quotation or, in the event of equality, one of
          the lowest, for United States Treasury securities with an original
          maturity greater than the particular Index Maturity, a remaining term
          to maturity closest to that Index Maturity and in a principal amount
          that is representative for a single transaction in the securities in
          that market at that time, or (g) if fewer than five but more than two
          prices referred to in clause (f) are provided as requested, the rate
          on the particular Interest Determination Date calculated by the
          Calculation Agent based on the arithmetic mean of the bid prices
          obtained and neither the highest nor the lowest of the quotations will
          be eliminated, or (h) if fewer than three prices referred to in clause
          (f) are provided as requested, the CMT Rate in effect on the
          particular Interest Determination Date; (2) if CMT Moneyline Telerate
          Page 7052 is specified on the face hereof (a) the percentage equal to
          the one-week or one-month, as specified on the face hereof, average
          yield for United States Treasury securities at "constant maturity"
          having the Index Maturity specified on the face hereof as published in
          H.15(519) opposite the caption "Treasury Constant Maturities", as the
          yield is displayed on Moneyline Telerate (or any successor service)
          (on page 7052 or any other page as may replace the specified page on
          that service) ("Moneyline Telerate Page 7052"), for the week or month,
          as applicable, ended immediately preceding the week or month, as
          applicable, in which the particular Interest Determination Date falls,
          or (b) if the rate referred to in clause (a) does not so appear on
          Moneyline Telerate Page 7052, the percentage equal to the one-week or
          one-month, as specified on the face hereof, average yield for United
          States Treasury securities at "constant maturity" having the
          particular Index Maturity and for the week or month, as applicable,
          preceding the particular Interest Determination Date as published in
          H.15(519) opposite the caption "Treasury Constant Maturities", or (c)
          if the rate referred to in clause (b) does not so appear in H.15(519),
          the one-week or one-month, as specified on the face hereof, average
          yield for United States Treasury securities at "constant maturity"
          having the particular Index Maturity as otherwise announced by the
          Federal Reserve Bank of New York for the week or month, as applicable,
          ended immediately preceding the week or month, as applicable, in which
          the particular Interest Determination Date falls, or (d) if the rate
          referred to in clause (c) is not so published, the rate on the
          particular Interest Determination Date calculated by the Calculation
          Agent as a yield to maturity based on the arithmetic mean of the
          secondary market bid prices at approximately 3:30 P.M., New York City
          time, on that Interest Determination Date of three Reference Dealers
          selected by the Calculation Agent from five Reference Dealers selected
          by the Calculation Agent and eliminating the highest quotation, or, in
          the event of equality, one of the highest, and the lowest quotation
          or, in the event of equality, one of the lowest, for United States
          Treasury securities with an original maturity equal to the particular
          Index Maturity, a remaining term to maturity no more than one year
          shorter than that Index Maturity and in a principal amount that is
          representative for a single transaction in the securities in that
          market at that time, or (e) if fewer than five but more than two of
          the prices referred to in clause (d) are provided as requested, the
          rate on the particular Interest Determination Date calculated by the
          Calculation Agent based on the arithmetic mean of the bid prices
          obtained and

                                       11


          neither the highest nor the lowest of the quotations shall be
          eliminated, or (f) if fewer than three prices referred to in clause
          (d) are provided as requested, the rate on the particular Interest
          Determination Date calculated by the Calculation Agent as a yield to
          maturity based on the arithmetic mean of the secondary market bid
          prices as of approximately 3:30 P.M., New York City time, on that
          Interest Determination Date of three Reference Dealers selected by the
          Calculation Agent from five Reference Dealers selected by the
          Calculation Agent and eliminating the highest quotation or, in the
          event of equality, one of the highest and the lowest quotation or, in
          the event of equality, one of the lowest, for United States Treasury
          securities with an original maturity greater than the particular Index
          Maturity, a remaining term to maturity closest to that Index Maturity
          and in a principal amount that is representative for a single
          transaction in the securities in that market at the time, or (g) if
          fewer than five but more than two prices referred to in clause (f) are
          provided as requested, the rate on the particular Interest
          Determination Date calculated by the Calculation Agent based on the
          arithmetic mean of the bid prices obtained and neither the highest nor
          the lowest of the quotations will be eliminated, or (h) if fewer than
          three prices referred to in clause (f) are provided as requested, the
          CMT Rate in effect on that Interest Determination Date.

               If two United States Treasury securities with an original
               maturity greater than the Index Maturity specified on the face
               hereof have remaining terms to maturity equally close to the
               particular Index Maturity, the quotes for the United States
               Treasury security with the shorter original remaining term to
               maturity will be used.

     (C)  COMMERCIAL PAPER RATE NOTES. If the Interest Rate Basis is the
          Commercial Paper Rate, the Notes shall be deemed to be "Commercial
          Paper Rate Notes." Commercial Paper Rate Notes will bear interest for
          each Interest Reset Date at the interest rate calculated with
          reference to the Commercial Paper Rate and the Spread or Spread
          Multiplier, if any. The Calculation Agent will determine the
          Commercial Paper Rate on each applicable Interest Determination Date.
          The Interest Determination Date is the Business Day immediately
          preceding the related Interest Reset Date. "Commercial Paper Rate"
          means the Money Market Yield (calculated as described below) on the
          Interest Determination Date of the rate for commercial paper having
          the applicable Index Maturity as such rate is published in H.15(519)
          under the heading "Commercial Paper -- Nonfinancial." If such rate is
          not published by 3:00 P.M., New York City time, on the Calculation
          Date pertaining to such Interest Determination Date, then the
          Commercial Paper Rate shall be the Money Market Yield on the
          particular Interest Determination Date of the rate for commercial
          paper having the particular Index Maturity as published on H.15 Daily
          Update or such other recognized electronic source used for the
          purposes of displaying the applicable rate, under the caption
          "Commercial Paper -- Nonfinancial", or if such rate is not published
          by 3:00 P.M., New York City time, on the Calculation Date, then the
          Commercial Paper Rate as calculated by the Calculation Agent shall be
          the Money Market Yield of the arithmetic mean of the offered rates at
          approximately 11:00 A.M.,

                                       12


          New York City time, on that Interest Determination Date of three
          leading dealers of United States dollar commercial paper in The City
          of New York (which may include the Agents or their affiliates)
          selected by the Calculation Agent for commercial paper having the
          particular Index Maturity placed for industrial issuers whose bond
          rating is "Aa", or the equivalent, from a nationally recognized
          statistical rating organization; PROVIDED, HOWEVER, that if the
          dealers selected by the Calculation Agent are not quoting offered
          rates as mentioned above, the Commercial Paper Rate in effect on the
          particular Interest Determination Date.

               "Money Market Yield" shall be a yield (expressed as a percentage)
               calculated in accordance with the following formula:

               Money Market Yield =        D X 360        X 100
                                    ---------------------
                                        360 - (D X M)

               where "D" refers to the per annum rate for the commercial paper,
               quoted on a bank discount basis and expressed as a decimal; and
               "M" refers to the actual number of days in the applicable
               Interest Period.

     (D)  FEDERAL FUNDS RATE NOTES. If the Interest Rate Basis is the Federal
          Funds Rate, the Notes shall be deemed to be "Federal Funds Rate
          Notes." Federal Funds Rate Notes will bear interest for each Interest
          Reset Date at the interest rate calculated with reference to the
          Federal Funds Rate and the Spread or Spread Multiplier, if any. The
          Calculation Agent will determine the Federal Funds Rate on each
          applicable Interest Determination Date. The Interest Determination
          Date is the Business Day immediately preceding the related Interest
          Reset Date. "Federal Funds Rate" means (1) the rate on the particular
          Interest Determination Date for United States dollar federal funds as
          published in H.15(519) under the caption "Federal Funds (Effective)"
          and displayed on Moneyline Telerate (or any successor service) on page
          120 (or any other page as may replace the specified page on that
          service) ("Moneyline Telerate Page 120"), or (2) if the rate referred
          to in clause (1) does not so appear on Moneyline Telerate Page 120 or
          is not so published by 3:00 P.M., New York City time, on the related
          Calculation Date, the rate on the particular Interest Determination
          Date for United States dollar federal funds as published in H.15 Daily
          Update, or such other recognized electronic source used for the
          purpose of displaying the applicable rate, under the caption "Federal
          Funds (Effective)", or (3) if the rate referred to in clause (2) is
          not so published by 3:00 P.M., New York City time, on the related
          Calculation Date, the rate on the particular Interest Determination
          Date calculated by the Calculation Agent as the arithmetic mean of the
          rates for the last transaction in overnight United States dollar
          federal funds arranged by three leading brokers of United States
          dollar federal funds transactions in The City of New York (which may
          include the Agents or their affiliates), selected by the Calculation
          Agent prior to 9:00 A.M., New York City time, on that Interest
          Determination Date, or (4) if the brokers so selected by the
          Calculation Agent are not quoting as mentioned in clause (3), the
          Federal Funds Rate in effect on the particular Interest Determination
          Date.

                                       13


     (E)  LIBOR NOTES. If the Interest Rate Basis is LIBOR (as defined below),
          the Notes shall be deemed to be "LIBOR Notes." LIBOR Notes will bear
          interest for each Interest Period at the interest rate calculated with
          reference to LIBOR and the Spread or Spread Multiplier, if any. On
          each applicable Interest Determination Date the Calculation Agent will
          determine LIBOR. The applicable Interest Determination Date is the
          second London Banking Day preceding the related Interest Reset Date.

               LIBOR means: (1) if "LIBOR Moneyline Telerate" is specified on
               the face hereof or if neither "LIBOR Reuters" nor "LIBOR
               Moneyline Telerate" is specified on the face hereof as the method
               for calculating LIBOR, the rate for deposits in the LIBOR
               Currency (as defined below) having the Index Maturity specified
               on the face hereof, commencing on the related Interest Reset
               Date, that appears on the LIBOR Page (as defined below) as of
               11:00 A.M., London time, on the particular Interest Determination
               Date, or (2) if "LIBOR Reuters" is specified on the face hereof,
               the arithmetic mean of the offered rates, calculated by the
               Calculation Agent, or the offered rate, if the LIBOR Page by its
               terms provides only for a single rate, for deposits in the LIBOR
               Currency having the particular Index Maturity, commencing on the
               related Interest Reset Date, that appear or appears, as the case
               may be, on the LIBOR Page as of 11:00 A.M., London time, on the
               particular Interest Determination Date, or (3) if fewer than two
               offered rates appear, or no rate appears, as the case may be, on
               the particular Interest Determination Date on the LIBOR Page as
               specified in clause (1) or (2), as applicable, the rate
               calculated by the Calculation Agent of at least two offered
               quotations obtained by the Calculation Agent after requesting the
               principal London offices of each of four major reference banks
               (which may include affiliates of the Agents), in the London
               interbank market to provide the Calculation Agent with its
               offered quotation for deposits in the LIBOR Currency for the
               period of the particular Index Maturity, commencing on the
               related Interest Reset Date, to prime banks in the London
               interbank market at approximately 11:00 A.M., London time, on
               that Interest Determination Date and in a principal amount that
               is representative for a single transaction in the LIBOR Currency
               in that market at that time, or (4) if fewer than two offered
               quotations referred to in clause (3) are provided as requested,
               the rate calculated by the Calculation Agent as the arithmetic
               mean of the rates quoted at approximately 11:00 A.M., in the
               applicable Principal Financial Center, on the particular Interest
               Determination Date by three major banks (which may include
               affiliates of the Agents), in that Principal Financial Center
               selected by the Calculation Agent for loans in the LIBOR Currency
               to leading European banks, having the particular Index Maturity
               and in a principal amount that is representative for a single
               transaction in the LIBOR Currency in that market at that time, or
               (5) if the banks so selected by the Calculation Agent are not
               quoting as mentioned in clause (4), LIBOR in effect on the
               particular Interest Determination Date.

                                       14


               "LIBOR Currency" means United States dollars.

               "LIBOR Page" means either: if "LIBOR Reuters" is specified on the
               face hereof, the display on the Reuter Monitor Money Rates
               Service (or any successor service) on the page specified on the
               face hereof (or any other page as may replace that page on that
               service) for the purpose of displaying the London interbank rates
               of major banks for the LIBOR Currency; or if "LIBOR Moneyline
               Telerate" is specified on the face hereof or neither "LIBOR
               Reuters" nor "LIBOR Moneyline Telerate" is specified on the face
               hereof as the method for calculating LIBOR, the display on
               Moneyline Telerate (or any successor service) on the page
               specified on the face hereof (or any other page as may replace
               such page on such service) for the purpose of displaying the
               London interbank rates of major banks for the LIBOR Currency.

     (F)  PRIME RATE NOTES. If the Interest Rate Basis is the Prime Rate, the
          Notes shall be deemed to be "Prime Rate Notes." Prime Rate Notes will
          bear interest for each Interest Reset Date calculated with reference
          to the Prime Rate and the Spread or Spread Multiplier, if any, subject
          to the Minimum Interest Rate and/or Maximum Interest Rate, if any,
          specified on the face hereof. The Calculation Agent will determine the
          Prime Rate for each Interest Reset Date on each applicable Interest
          Determination Date. The Interest Determination Date is the Business
          Day immediately preceding the related Interest Reset Date. "Prime
          Rate" means (1) the rate on the particular Interest Determination Date
          as published in H.15(519) under the caption "Bank Prime Loan", or (2)
          if the rate referred to in clause (1) is not so published by 3:00
          P.M., New York City time, on the related Calculation Date, the rate on
          the particular Interest Determination Date as published in H.15 Daily
          Update, or such other recognized electronic source used for the
          purpose of displaying the applicable rate, under the caption "Bank
          Prime Loan", or (3) if the rate referred to in clause (2) is not so
          published by 3:00 P.M., New York City time, on the related Calculation
          Date, the rate on the particular Interest Determination Date
          calculated by the Calculation Agent as the arithmetic mean of the
          rates of interest publicly announced by each bank that appears on the
          Reuters Screen US PRIME 1 Page (as defined below) as the applicable
          bank's prime rate or base lending rate as of 11:00 A.M., New York City
          time, on that Interest Determination Date, or (4) if fewer than four
          rates referred to in clause (3) are so published by 3:00 P.M., New
          York City time, on the related Calculation Date, the rate on the
          particular Interest Determination Date calculated by the Calculation
          Agent as the arithmetic mean of the prime rates or base lending rates
          quoted on the basis of the actual number of days in the year divided
          by a 360-day year as of the close of business on that Interest
          Determination Date by three major banks (which may include affiliates
          of the Agents) in The City of New York selected by the Calculation
          Agent, or (5) if the banks so selected by the Calculation Agent are
          not quoting as mentioned in clause (4), the Prime Rate in effect on
          the particular Interest Determination Date. "Reuters Screen US PRIME 1
          Page" means the display on the Reuter Monitor Money Rates Service (or
          any successor service) on the "US PRIME 1" page (or any other page as
          may replace

                                       15


          that page on that service) for the purpose of displaying prime rates
          or base lending rates of major United States banks.

     (G)  TREASURY RATE NOTES. If the Interest Rate Basis is the Treasury Rate,
          the Notes shall be deemed to be "Treasury Rate Notes." Treasury Rate
          Notes will bear interest for each Interest Reset Date at the interest
          rate calculated with reference to the Treasury Rate and the Spread or
          Spread Multiplier, if any. The Calculation Agent will determine the
          Treasury Rate on each Treasury Rate Determination Date (as defined
          below). "Treasury Rate" means (1) the rate from the auction held on
          the Treasury Rate Interest Determination Date (the "Auction") of
          direct obligations of the United States ("Treasury Bills") having the
          Index Maturity specified on the face hereof under the caption
          "INVESTMENT RATE" on the display on Moneyline Telerate (or any
          successor service) on page 56 (or any other page as may replace that
          page on that service) ("Moneyline Telerate Page 56") or page 57 (or
          any other page as may replace that page on that service) ("Moneyline
          Telerate Page 57"), or (2) if the rate referred to in clause (1) is
          not so published by 3:00 P.M., New York City time, on the related
          Calculation Date, the Bond Equivalent Yield (as defined below) of the
          rate for the applicable Treasury Bills as published in H.15 Daily
          Update, or another recognized electronic source used for the purpose
          of displaying the applicable rate, under the caption "U.S. Government
          Securities/Treasury Bills/Auction High", or (3) if the rate referred
          to in clause (2) is not so published by 3:00 P.M., New York City time,
          on the related Calculation Date, the Bond Equivalent Yield of the
          auction rate of the applicable Treasury Bills as announced by the
          United States Department of the Treasury, or (4) if the rate referred
          to in clause (3) is not so announced by the United States Department
          of the Treasury, or if the Auction is not held, the Bond Equivalent
          Yield of the rate on the particular Interest Determination Date of the
          applicable Treasury Bills as published in H.15(519) under the caption
          "U.S. Government Securities/Treasury Bills/Secondary Market", or (5)
          if the rate referred to in clause (4) is not so published by 3:00
          P.M., New York City time, on the related Calculation Date, the rate on
          the particular Interest Determination Date of the applicable Treasury
          Bills as published in H.15 Daily Update, or another recognized
          electronic source used for the purpose of displaying the applicable
          rate, under the caption "U.S. Government Securities/Treasury
          Bills/Secondary Market", or (6) if the rate referred to in clause (5)
          is not so published by 3:00 P.M., New York City time, on the related
          Calculation Date, the rate on the particular Interest Determination
          Date calculated by the Calculation Agent as the Bond Equivalent Yield
          of the arithmetic mean of the secondary market bid rates, as of
          approximately 3:30 P.M., New York City time, on that Interest
          Determination Date, of three primary United States government
          securities dealers (which may include the Agents or their affiliates)
          selected by the Calculation Agent, for the issue of Treasury Bills
          with a remaining maturity closest to the Index Maturity specified on
          the face hereof, or (7) if the dealers so selected by the Calculation
          Agent are not quoting as mentioned in clause (6), the Treasury Rate in
          effect on the particular Interest Determination Date.

               "Bond Equivalent Yield" means a yield (expressed as a percentage)

                                       16


               calculated in accordance with the following formula:

               Bond Equivalent Yield =         D X N         X 100
                                       ---------------------
                                           360 - (D X M)

               where "D" refers to the applicable per annum rate for Treasury
               Bills quoted on a bank discount basis and expressed as a decimal,
               "N" refers to 365 or 366, as the case may be, and "M" refers to
               the actual number of days in the applicable Interest Period.

               The "Treasury Rate Determination Date" for each Interest Reset
               Date means the day in the week in which the related Interest
               Reset Date falls on which day Treasury Bills are normally
               auctioned (i.e., Treasury Bills are normally sold at auction on
               Monday of each week, unless that day is a legal holiday, in which
               case the auction is normally held on the following Tuesday,
               except that the auction may be held on the preceding Friday);
               PROVIDED, HOWEVER, that if an auction is held on the Friday of
               the week preceding the related Interest Reset Date, the Interest
               Determination Date will be the preceding Friday.

     (H)  REGULAR FLOATING RATE NOTES. Unless the Notes are designated as
          Floating Rate/Fixed Rate Notes or as having an Addendum attached or
          having other/additional provisions apply, in each case relating to a
          different interest rate formula, such Notes that bear interest at
          floating rates will be Regular Floating Rate Notes and will bear
          interest at the rate determined by reference to the applicable
          Interest Rate Basis or Bases plus or minus the applicable Spread, if
          any, and/or multiplied by the applicable Spread Multiplier, if any.
          Commencing on the first Interest Reset Date, as specified on the face
          hereof, the rate at which interest on Regular Floating Rate Notes is
          payable will be reset as of each Interest Reset Date; PROVIDED,
          HOWEVER, that the interest rate in effect for the period, if any, from
          the date of issue to the first Interest Reset Date will be the Initial
          Interest Rate.

     (I)  FLOATING RATE/FIXED RATE NOTES. If the Notes are designated as
          "Floating Rate/Fixed Rate Notes" on the face hereof, such Notes that
          bear interest at floating rates will bear interest at the rate
          determined by reference to the applicable Interest Rate Basis or Bases
          plus or minus the applicable Spread, if any, and/or multiplied by the
          applicable Spread Multiplier, if any. Commencing on the first Interest
          Reset Date, the rate at which interest on Floating Rate/Fixed Rate
          Notes is payable will be reset as of each Interest Reset Date;
          PROVIDED, HOWEVER, that the interest rate in effect for the period, if
          any, from the date of issue to the first Interest Reset Date will be
          the Initial Interest Rate, as specified on the face hereof; and the
          interest rate in effect commencing on the Fixed Rate Commencement Date
          will be the Fixed Interest Rate, if specified on the face hereof, or,
          if not so specified, the interest rate in effect on the day
          immediately preceding the Fixed Rate Commencement Date.

                                       17


     SECTION 4. OPTIONAL REDEMPTION. Except in the case of Discount Notes, if an
Initial Redemption Date is specified on the face hereof, the Trust may redeem
the Notes prior to the Stated Maturity Date at its option on any Business Day on
or after the Initial Redemption Date in whole or from time to time in part in
increments of $1,000 or any other integral multiple of an authorized
denomination specified on the face hereof (provided that any remaining principal
amount of the Notes shall be at least $1,000 or other minimum authorized
denomination applicable thereto), at the applicable Redemption Price (as defined
below), together with unpaid interest accrued on the Notes, any Additional
Amounts and other amounts payable with respect thereto to the date of
redemption. The Trust must give written notice to the Holders of the Notes to be
redeemed at its option not more than 60 nor less than 30 calendar days prior to
the date of redemption. "Redemption Price" means an amount equal to the Initial
Redemption Percentage specified on the face hereof (as adjusted by the Annual
Redemption Percentage Reduction, if applicable) multiplied by the unpaid
principal amount of Notes represented by this Note Certificate to be redeemed.
The Initial Redemption Percentage, if any, shall decline at each anniversary of
the Initial Redemption Date by an amount equal to the applicable Annual
Redemption Percentage Reduction, if any, until the Redemption Price is equal to
100% of the unpaid amount thereof to be redeemed.

     SECTION 5. REPAYMENT PROVISIONS.

     If the face of this Note Certificate specifies that "Survivor's Option" (as
defined below) applies, the person (the "Authorized Representative") who has
legal authority to act on behalf of the estate of the deceased owner of a
beneficial interest in the Notes represented hereby shall have the option to
elect repayment of the Notes in whole or in part in increments of U.S.$1,000
(provided that any remaining principal amount of the Notes shall be at least
U.S.$1,000), following the death of such beneficial owner (a "Survivor's
Option"). No Survivor's Option may be exercised unless such beneficial interest
was held by the beneficial owner for a period of at least six months prior to
the death of the beneficial owner.

     Pursuant to the valid exercise of the Survivor's Option, if applicable, the
Trust shall repay the Notes represented hereby (or portion thereof) at a price
equal to 100% of the unpaid principal amount of the Notes to be repaid, together
with unpaid interest accrued thereon to, but excluding, the Repayment Date,
subject to the limitations in the next succeeding sentence. Allstate Life
Insurance Company ("Allstate Life") may, in its sole discretion, limit the
aggregate principal amount of (i) all Funding Agreements securing all
outstanding series of notes issued under the Allstate Life(SM) CoreNotes(SM)
program as to which exercises of any put option by any issuing trust shall be
accepted by Allstate Life in any calendar year to an amount equal to the greater
of $2,000,000 or 2% of the aggregate principal amount of all Funding Agreements
securing all outstanding series of notes issued under the Allstate Life(SM)
CoreNotes(SM) program as of the end of the most recent calendar year or such
other greater amount as determined in accordance with the applicable Funding
Agreement(s) and set forth on the face hereof; (ii) the Funding Agreement(s)
securing the Notes as to which exercises of any put option by the Trust
attributable to Notes as to which the Survivor's Option has been exercised by
the Authorized Representative of any individual deceased beneficial owner to
$250,000 in any calendar year or such other greater amount as determined in
accordance with the applicable Funding Agreement(s) and set forth on the face
hereof; and (iii) the Funding Agreement(s) securing the Notes as to which

                                       18


exercises of any put option by the Trust shall be accepted in any calendar year
to an amount as set forth in the applicable Funding Agreement(s) and on the face
hereof.

     In any such event, the Trust shall similarly be required to limit the
aggregate principal amount of Notes as to which exercises of the Survivor's
Option shall be accepted by it.

     Each election to exercise the Survivor's Option shall be effected in the
order received by the Administrator. Notes that are not repaid in any calendar
year due to the application of the limits described above will be treated as
though they had been tendered on the first day of the following calendar year in
the order in which they were originally tendered. Subject to the limitations
described above, Notes accepted for repayment will be repaid on the first
interest payment date that occurs 20 or more calendar days after the date of the
acceptance unless that interest payment date is not a Business Day, in which
case the repayment date will be the next succeeding Business Day.

     To exercise the Survivor's Option, the Authorized Representative must
provide to the DTC participant (the "Participant") through which the relevant
beneficial interest is owned (i) a written instruction to notify the Depositary
of the Authorized Representative's desire to exercise the Survivor's Option,
(ii) appropriate evidence (A) that the person has authority to act on behalf of
the deceased owner, (B) of the death of a owner of beneficial interest in the
Notes represented hereby, (C) that the deceased was the beneficial owner of the
Notes at the time of death and (D) that the deceased was the owner of a
beneficial interest in the Notes represented hereby at least six months prior to
the date of death of such beneficial owner, (iii) if beneficial interest in the
Notes represented hereby is held by a nominee of the deceased owner, a
certificate from the nominee attesting to the deceased owner's ownership of a
beneficial interest in the Notes represented hereby, (iv) a written request for
repayment, substantially in the form of the attached Election Repayment Form",
signed by the Authorized Representative for the deceased owner with signature
guaranteed by a member firm of a registered national securities exchange or of
the National Association of Securities Dealers, Inc. or a commercial bank or
trust company having an office or correspondent in the United States, (v) if
applicable, a properly executed assignment or endorsement, (vi) tax waivers and
any other instruments or documents reasonably required to establish the validity
of the deceased's beneficial ownership in the Notes and the Authorized
Representative's entitlement to payment and (vii) any additional information
reasonably required to document ownership or authority to exercise the
Survivor's Option and to cause the repayment of the Notes (or portion thereof).
Such Participant shall provide to the Indenture Trustee a properly completed
Repayment Election Form, which is attached hereto as Annex A, to exercise the
Survivor's Option, together with evidence satisfactory to the Indenture Trustee
from the Participant stating that it represents the deceased owner of the
beneficial interest in the Notes represented hereby.

     Subject to Allstate Life's right hereunder to limit the aggregate principal
amount of Funding Agreements securing notes as to which exercises of any put
option by the issuing trusts attributable to notes as to which exercises of the
Survivor's Option shall be accepted in any one calendar year, all questions as
to the eligibility or validity of any exercise of the Survivor's Option will be
determined by the Administrator, in its sole discretion. The Administrator's
determination shall be final and binding.

                                       19


     The death of a person owning a Note or beneficial interest therein in joint
tenancy or tenancy by the entirety with another person or persons shall be
deemed to be the death of the Holder or beneficial owner, as the case may be, of
such Note, and the entire principal amount of such Note or beneficial interest
therein shall be eligible for repayment pursuant to the Survivor's Option. The
death of a person owning a Note or beneficial interest therein by tenancy in
common shall be deemed to be the death of the Holder or beneficial owner, as the
case may be, of such Note only to the extent of the interest of the deceased
Holder or beneficial owner in such Note unless such Note or beneficial interest
therein is held by husband and wife as tenants in common, in which case, the
death of either spouse shall be deemed to be the death of the Holder or
beneficial owner, as the case may be, of such Note, and the entire principal
amount of such Note or beneficial interest therein shall be eligible for
repayment pursuant to the Survivor's Option.

     The death of a person who, during his or her lifetime, was entitled to
substantially all of the interests of beneficial ownership of a Note shall be
deemed to be the death of the Holder or beneficial owner, as the case may be, of
such Note if such interests can be established to the satisfaction of the
Administrator.

     In the event of repayment of the Notes in part only, a new Note Certificate
of like tenor in a principal amount equal to the unrepaid portion of principal
of Notes represented by this Note Certificate and otherwise having the same
terms and provisions as the Notes shall be issued by the Trust in the name of
the Holder of this Note Certificate upon the presentation and surrender of this
Note Certificate.

     SECTION 6. SINKING FUND. Unless otherwise specified on the face hereof, the
Notes will not be subject to any sinking fund.

     SECTION 7. REGISTRATION, TRANSFER AND EXCHANGE. As provided in the Standard
Indenture Terms and subject to certain limitations therein and herein set forth,
the transfer of the Notes represented by this Note Certificate is registrable in
the records of J.P. Morgan Trust Company, National Association, in its capacity
as registrar. Upon surrender of this Note Certificate for registration of
transfer at the office or agency of the Trust in any place where the principal
of and interest on the Notes are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Trust and the
registrar duly executed by, the Holder or by his or her attorney duly authorized
in writing, and thereupon one or more new Note Certificates having the same
terms and provisions, in authorized denominations and for the same aggregate
principal amount, will be issued by the Trust to the designated transferee or
transferees.

     As provided in the Standard Indenture Terms and subject to certain
limitations therein and herein set forth, the Notes represented by this Note
Certificate are exchangeable for a like aggregate principal amount of Notes in
authorized denominations but otherwise having the same terms and provisions, as
requested by the Holder of this Note Certificate surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Trust or Indenture Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

                                       20


     Prior to due presentment of this Note Certificate for registration of
transfer, the Trust, the Indenture Trustee and any agent of the Trust or the
Indenture Trustee may treat the Holder as the owner of the Notes for all
purposes, including receiving payment of principal of and interest on the Notes,
whether or not the Notes be overdue, and neither the Trust, the Indenture
Trustee nor any such agent shall be affected by notice to the contrary, except
as required by law.

     SECTION 8. CERTIFICATED NOTES. Under certain circumstances described in the
Standard Indenture Terms, the Trust will issue Certificated Notes in exchange
for the Book-Entry Notes represented by a Global Security. The Certificated
Notes issued in exchange for any Book-Entry Notes represented by a Global
Security shall be of like tenor and of an equal aggregate principal amount, in
authorized denominations. Such Certificated Notes shall be registered in the
name or names of such person or persons as the Depositary shall instruct the
Registrar.

     SECTION 9. MODIFICATIONS AND AMENDMENTS. Sections [9.1 and 9.2] of the
Standard Indenture Terms contain provisions permitting the Trust and the
Indenture Trustee (1) without the consent of any Holder, to execute Supplemental
Indentures for limited purposes and take other actions set forth in the Standard
Indenture Terms, and (2) with the consent of the Holders of not less than 66
2/3% in aggregate principal amount of Notes at the time outstanding, evidenced
as in the Standard Indenture Terms, to execute Supplemental Indentures adding
any provisions to or changing in any manner or eliminating any of the provisions
of the Indenture or any Supplemental Indenture or modifying in any manner the
rights of the Holders of the Notes subject to specified limitations.

     SECTION 10. OBLIGATIONS UNCONDITIONAL. No reference herein to the Indenture
or the Standard Indenture Terms and no provision of the Notes or of the
Indenture shall alter or impair the obligation of the Trust, which is absolute
and unconditional, to pay the principal of, interest on, or any other amount due
and owing with respect to, the Notes at the places, at the respective times, and
at the rate herein prescribed.

     SECTION 11. COLLATERAL. Pursuant to the Indenture, the Trust will assign
the relevant Funding Agreement(s) issued by Allstate Life in connection with the
issuance of the Notes (each, a "Funding Agreement") to the Indenture Trustee on
behalf of the holders of the Notes. The Notes will be secured by a first
priority perfected security interest in the Collateral described on the face
hereof (the "Collateral") in favor of the Indenture Trustee and the other
persons identified in the Standard Indenture Terms

     SECTION 12. SECURITY; LIMITED RECOURSE. The Notes are solely the
obligations of the Trust, and will not be guaranteed by any person, including
but not limited to Allstate Life, Allstate Life Global Funding, any Agent, the
Trust Beneficial Owner, the Delaware Trustee, the Indenture Trustee or any of
their affiliates. The Trust's obligations under the Notes will be secured by all
of the Trust's rights and title in one or more Funding Agreement(s) issued by
Allstate Life and other rights and assets included in the applicable Collateral.
The Holder of the Notes has no direct contractual rights against Allstate Life
under the Funding Agreement(s). Under the terms of each Funding Agreement,
recourse rights to Allstate Life will belong to the Trust, its successors and
permitted assignees. The Trust has pledged, collaterally assigned and granted a
first priority perfected security interest in the Collateral for the Notes to
the Indenture

                                       21


Trustee on behalf of the Holders of the Notes and the other persons identified
in the Standard Indenture Terms. Recourse to Allstate Life under each Funding
Agreement will be enforceable only by the Indenture Trustee as a secured party
on behalf of the Holders of Notes and the other persons identified in the
Standard Indenture Terms.

     SECTION 13. EVENTS OF DEFAULT. In case an Event of Default, as defined in
the Standard Indenture Terms, shall have occurred and be continuing, the
principal of the Notes may be declared, and upon such declaration shall become,
due and payable in the manner, with the effect and subject to the conditions
provided in the Indenture. If the Notes are Discount Notes, the amount of
principal of the Notes that becomes due and payable upon such acceleration shall
be equal to the amount calculated as set forth in Section 3 hereof.

     SECTION 14. WITHHOLDING; ADDITIONAL AMOUNTS; TAX EVENT. All amounts due in
respect of the Notes will be made without withholding or deduction for or on
account of any present or future taxes, duties, levies, assessments or other
governmental charges of whatever nature imposed or levied by or on behalf of any
governmental authority in the United States having the power to tax on payments
on the Notes unless the withholding or deduction is required by law. Unless
otherwise specified on the face hereof, the Trust will not pay any additional
amounts ("Additional Amounts") to Holders of the Notes in the event that any
withholding or deduction is so required by law, regulation or official
interpretation thereof, and the imposition of a requirement to make any such
withholding or deduction will not give rise to any independent right or
obligation to redeem the Notes.

     SECTION 15. LISTING. Unless otherwise specified on the face hereof, the
Notes will not be listed on any securities exchange.

     SECTION 16. NO RECOURSE AGAINST CERTAIN PERSONS. No recourse shall be had
for the payment of the principal of or the interest on the Notes, or for any
claim based hereon, or otherwise in respect thereof, or based on or in respect
of the Indenture or any Supplemental Indenture, against the Nonrecourse Parties,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such personal
liability being, by the acceptance of any Notes and as part of the consideration
for issue of the Notes, expressly waived and released.

     SECTION 17. GOVERNING LAW. The Notes shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                       22


                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this Note Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM   - as tenants in common           UNIF GIFT MIN  ______Custodian______
                                           ACT            (Cust)         (Minor)
TEN ENT   - as tenants by the entireties
JT TEN    - as joint tenants with right of                under Uniform Gifts to
            survivorship and not as                       Minors Act
            tenants                                       ______________________
            in common                                         (State)
CUST      - custodian

          Additional abbreviations may also be used though not in the above
list.


                                 ASSIGNMENT FORM

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto Please Insert Social Security or

Other Identifying Number of Assignee

________________________________________


________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

________________________________________________________________________________
________________________________________________________________________________
the within Security of THE ALLSTATE LIFE GLOBAL FUNDING TRUST SPECIFIED ON THE
FACE OF THIS NOTE CERTIFICATE and does hereby irrevocably constitute and appoint
__________________________________________________ attorney to transfer said
Security on the books of the Issuer, with full power of substitution in the
premises.

Dated:
      ------------------------                ----------------------------------

                                              ----------------------------------

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatsoever.

                                       23


                                                                         Annex A


                             REPAYMENT ELECTION FORM

                          ALLSTATE LIFE GLOBAL FUNDING

                         ALLSTATE LIFE(SM) CORENOTES(SM)

                                    CUSIP No.

To: [Name of Trust]

     The undersigned financial institution (the "Financial Institution")
represents the following:

     -    The Financial Institution has received a request for repayment from
          the executor or other authorized representative (the "Authorized
          Representative") of the deceased beneficial owner listed below (the
          "Deceased Beneficial Owner") of Allstate Life(SM) CoreNotes(SM)
          (CUSIP No.     ) (the "Notes").

     -    At the time of his or her death, the Deceased Beneficial Owner owned
          Notes in the principal amount listed below.

     -    The Deceased Beneficial Owner acquired the Notes at least six (6)
          months before the date of death of such Deceased Beneficial Owner.

     -    The Financial Institution currently holds such Notes as a direct or
          indirect participant in The Depository Trust Company (the
          "Depositary").

     The Financial Institution agrees to the following terms:

     -    The Financial Institution shall follow the instructions (the
          "Instructions") accompanying this Repayment Election Form (this
          "Form").

     -    The Financial Institution shall make all records specified in the
          Instructions supporting the above representations available to J.P.
          Morgan Trust Company, National Association (the "Trustee") or [Name of
          Trust] (the "Trust") for inspection and review within five Business
          Days of the Indenture Trustee's or the Trust's request.

     -    If the Financial Institution, the Indenture Trustee or the Trust, in
          any such party's reasonable discretion, deems any of the records
          specified in the Instructions supporting the above representations
          unsatisfactory to substantiate a claim for repayment, the Financial
          Institution shall not be obligated to submit this Form, and the
          Indenture Trustee or the Trust may deny repayment. If the Financial
          Institution cannot substantiate a claim for repayment, it shall notify
          the Indenture Trustee and the Trust immediately.

                                       A-1


     -    Repayment elections may not be withdrawn.

     -    The Financial Institution agrees to indemnify and hold harmless the
          Indenture Trustee and the Trust against and from any and all claims,
          liabilities, costs, losses, expenses, suits and damages resulting from
          the Financial Institution's above representations and request for
          repayment on behalf of the Authorized Representative.

     -    The Notes will be repaid on the first Interest Payment Date to occur
          at least 20 calendar days after the date of acceptance of the Notes
          for repayment, unless such date is not a business day, in which case
          the date of repayment shall be the next succeeding business day.

     -    Subject to Allstate Life's right hereunder to limit the aggregate
          principal amount of Funding Agreements securing notes as to which
          exercises of any put option by the issuing trusts attributable to
          notes as to which exercises of the Survivor's Option shall be accepted
          in any one calendar year, all questions as to the eligibility or
          validity of any exercise of the survivor's option will be determined
          by the Indenture Trustee, in its sole discretion, which determination
          shall be final and binding on all parties.

                                REPAYMENT ELECTION FORM
       (1)
      -------------------------------------------------------------------------
                           Name of Deceased Beneficial Owner
       (2)
      -------------------------------------------------------------------------
                                     Date of Death
       (3)
      -------------------------------------------------------------------------
                Name of Authorized Representative Requesting Repayment
       (4)
      -------------------------------------------------------------------------
                  Name of Financial Institution Requesting Repayment
       (5)
      -------------------------------------------------------------------------
            Signature of Authorized Representative of Financial Institution
                                 Requesting Repayment
       (6)
      -------------------------------------------------------------------------
                          Principal Amount of Requested Repayment
       (7)
      -------------------------------------------------------------------------
                                   Date of Election

       (8) Financial Institution            (9) Wire instructions for payment:
       Representative:         Name:            Bank Name:
           Phone Number:                        ABA Number:
           Fax Number:                          Account Name:
           Mailing Address (no P.O. Boxes):     Account Number:
                                                Reference (optional):
      -------------------------------------------------------------------------

     TO BE COMPLETED BY THE INDENTURE TRUSTEE:

                                       A-2


(A)       Election Number*:

(B)       Delivery and Payment Date:

(C)       Principal Amount:

(D)       Accrued Interest:

(E)       Date of Receipt of Form by the Indenture Trustee:

(F)       Date of Acknowledgment by the Indenture Trustee:

- ----------
*    To be assigned by the Indenture Trustee upon receipt of this Form. An
     acknowledgement, in the form of a copy of this document with the assigned
     Election Number, will be returned to the party and location designated in
     item (8) above.

                                       A-3


       INSTRUCTIONS FOR COMPLETING REPAYMENT ELECTION FORM AND EXERCISING
                                REPAYMENT OPTION

          Capitalized terms used and not defined herein have the meanings
defined in the accompanying Repayment Election Form.

1.   Collect and retain for a period of at least three years (1) satisfactory
     evidence of the authority of the Authorized Representative, (2)
     satisfactory evidence of death of the Deceased Beneficial Owner, (3)
     satisfactory evidence that the Deceased Beneficial Owner beneficially
     owned, at the time of his or her death, the Notes being submitted for
     repayment, (4) satisfactory evidence that the Notes being submitted for
     repayment were acquired by the Deceased Beneficial Owner at least six (6)
     months before the date of the death of such Deceased Beneficial Owner, and
     (5) any necessary tax waivers. For purposes of determining whether the
     Notes will be deemed beneficially owned by an individual at any given time,
     the following rules shall apply:

          -    If a Note (or a portion thereof) is beneficially owned by tenants
               by the entirety or joint tenants, the Note (or relevant portion
               thereof) will be regarded as beneficially owned by a single
               owner. Accordingly, the death of a tenant by the entirety or
               joint tenant will be deemed the death of the beneficial owner and
               the entire principal amount so owned will become eligible for
               repayment.

          -    The death of a person beneficially owning a Note (or a portion
               thereof) by tenancy in common will be deemed the death of the
               beneficial owner only with respect to the deceased owner's
               interest in the Note (or relevant portion thereof) so owned,
               unless a husband and wife are the tenants in common, in which
               case the death of either will be deemed the death of the
               beneficial owner and the entire principal amount so owned will be
               eligible for repayment.

          -    A Note (or a portion thereof) beneficially owned by a trust will
               be regarded as beneficially owned by each beneficiary of the
               trust to the extent of that beneficiary's interest in the trust
               (however, a trust's beneficiaries collectively cannot be
               beneficial owners of more Notes than are owned by the trust). The
               death of a beneficiary of a trust will be deemed the death of the
               beneficial owner of the Notes (or relevant portion thereof)
               beneficially owned by the trust to the extent of that
               beneficiary's interest in the trust. The death of an individual
               who was a tenant by the entirety or joint tenant in a tenancy
               which is the beneficiary of a trust will be deemed the death of
               the beneficiary of the trust. The death of an individual who was
               a tenant in common in a tenancy which is the beneficiary of a
               trust will be deemed the death of the beneficiary of the trust
               only with respect to the deceased holder's beneficial interest in
               the Note, unless a husband and wife are the tenants in common, in
               which case the death of either will be deemed the death of the
               beneficiary of the trust.

          -    The death of a person who, during his or her lifetime, was
               entitled to substantially all of the beneficial interest in a
               Note (or a portion thereof) will be deemed the death of the
               beneficial owner of that Note (or relevant portion thereof),
               regardless of the registration of ownership, if such beneficial
               interest can be established to the satisfaction of the Indenture
               Trustee. Such beneficial interest will exist in many cases of
               street name or nominee ownership, custodial arrangements,
               ownership by a trustee, ownership under the Uniform Transfers of
               Gifts to Minors Act and community property or other joint
               ownership arrangements between spouses. Beneficial interest will
               be evidenced by such factors as the power to sell or otherwise
               dispose of a Note, the right to receive the proceeds of sale or
               disposition and the right to receive interest and principal
               payments on a Note.

2.   Indicate the name of the Deceased Beneficial Owner on line (1).

                                       A-4


3.   Indicate the date of death of the Deceased Beneficial Owner on line (2).

4.   Indicate the name of the Authorized Representative requesting repayment on
     line (3).

5.   Indicate the name of the Financial Institution requesting repayment on line
     (4).

6.   Affix the authorized signature of the Financial Institution's
     representative on line (5). THE SIGNATURE MUST BE MEDALLION SIGNATURE
     GUARANTEED.

7.   Indicate the principal amount of Notes to be repaid on line (6).

8.   Indicate the date this Form was completed on line (7).

9.   Indicate the name, mailing address (no P.O. boxes, please), telephone
     number and facsimile-transmission number of the party to whom the
     acknowledgment of this election may be sent in item (8).

10.  Indicate the wire instruction for payment on line (9).

11.  Leave lines (A), (B), (C), (D), (E) and (F) blank.

12.  Mail or otherwise deliver an original copy of the completed Form to:

                 J.P. Morgan Trust Company, National Association
                            [201 North Central Avenue
                             Phoenix, Arizona 85004]

13.  FACSIMILE TRANSMISSIONS OF THE REPAYMENT ELECTION FORM WILL NOT BE
     ACCEPTED.

14.  If the acknowledgement of the Indenture Trustee's receipt of this Form,
     including the assigned Election Number, is not received within 10 days of
     the date such information is sent to the Trustee, contact the Trustee at
     J.P. Morgan Trust Company, National Association, [201 North Central Avenue,
     Phoenix, Arizona 85004].

15.  For assistance with this Form or any questions relating thereto, please
     contact the Trustee at J.P. Morgan Trust Company, National Association,
     [201 North Central Avenue, Phoenix, Arizona 85004].

                                       A-5


                                                                      Schedule I


                                       I-1




                                                                    EXHIBIT 4.12

                         FORM OF DEFINITIVE SECURITY FOR

                     ALLSTATE LIFE(SM) CORENOTES(SM) PROGRAM

                          [FACE OF DEFINITIVE SECURITY]

UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY THE HOLDER OR AN AUTHORIZED
REPRESENTATIVE OF THE HOLDER TO THE TRUST (HEREINAFTER DEFINED) OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED HOLDER HEREOF HAS AN INTEREST HEREIN.

THIS NOTE CERTIFICATE IS A DEFINITIVE SECURITY WITHIN THE MEANING OF THE
STANDARD INDENTURE TERMS (HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF
THE HOLDER (AS DEFINED IN THE STANDARD INDENTURE TERMS) HEREOF. THIS NOTE IS NOT
EXCHANGEABLE FOR A GLOBAL SECURITY (AS DEFINED IN THE STANDARD INDENTURE TERMS).

                                                                  CUSIP No.:

                ALLSTATE LIFE GLOBAL FUNDING TRUST [    ] - [  ]

                         ALLSTATE LIFE(SM) CORENOTES(SM)

                                               
Title of Notes:                                   Stated Maturity Date:
Principal Amount: $_____________                  Settlement Date and Time:
Original Issue Date:                              Securities Exchange Listing: / /  Yes / / No.  If yes,
Issue Price:                                               indicate name(s) of Securities Exchange(s):
Interest Rate or Formula:                                  __________________________.
Fixed Rate Note: / / Yes / /  No. If yes,         Floating Rate Note: / / Yes / / No.  If yes,
         Interest Rate:                                    Regular Floating Rate Notes: / /
         Interest Payment Dates:                           Floating Rate/Fixed Rate Notes: / /
         Day Count Convention:                             Interest Rate:
         Additional/Other Terms:                           Interest Rate Basis(es):
Discount Note: / / Yes / / No.  If yes,                          LIBOR / /
         Total Amount of Discount:                                  / / LIBOR Reuters Page:
         Initial Accrual Period of Discount:                        / / LIBOR Telerate Page:
         Interest Payment Dates:                                    LIBOR Currency:
         Additional/Other Terms:                                 Constant Maturity Treasury Rate / /
Redemption Provisions: / / Yes / / No. If yes,                      Designated CMT Telerate Page:
         Initial Redemption Date:                                           If Telerate Page 7052:
         Initial Redemption Percentage:                                     / / Weekly Average
         Annual Redemption Percentage                                       / / Monthly Average
         Reduction, if any:                                         Designated CMT Maturity Index:
         Additional/Other Terms:





"Allstate Life(SM)" is a registered servicemark of Allstate Insurance Company.
"CoreNotes(SM)" is a registered servicemark of Merrill Lynch & Co., Inc.

                                        1


                                               
Survivor's Option: / / Yes / / No.                                  CD Rate / /
Regular Interest Record Date(s):                                    Commercial Paper Rate / /
Sinking Fund:                                                       Federal Funds Rate / /
Calculation Agent:                                                  Prime Rate / /
Authorized Denominations:                                           Treasury Rate / /
Collateral: Allstate Life Insurance Company                         Other / / See attached.
         Funding Agreement No(s). / /, all                 Index Maturity:
         proceeds of such funding                          Spread and/or Spread Multiplier, if any:
         Agreement(s), all books and records               Initial Interest Rate, if any:
         pertaining to such Funding                        Initial Interest Reset Date:
         Agreement(s) and all rights of the                Interest Reset Dates:
         Trust pertaining to the foregoing.                Interest Determination Date(s):
Additional/Other Terms:                                    Interest Payment Dates:
                                                           Maximum Interest Rate, if any:
                                                           Minimum Interest Rate, if any:
                                                           Fixed Rate Commencement Date, if any:
                                                           Fixed Interest Rate, if any:
                                                           Day Count Convention:
                                                           Additional/Other Terms:





     This Note Certificate is a Definitive Security in respect of a duly
authorized issue of Notes (the "Notes") of the Allstate Life Global Funding
Trust designated above, a statutory trust organized under the laws of the State
of Delaware (the "Trust"). The Notes are issued under the Indenture, dated as of
the date hereof (as amended or supplemented from time to time, the "Indenture")
between the Trust and J.P. Morgan Trust Company, National Association, as
indenture trustee (including any successor, the "Indenture Trustee").
Capitalized terms used herein and not otherwise defined shall have the
respective meanings ascribed in the Standard Indenture Terms, dated as of
[             ] (as amended or supplemented from time to time, the "Standard
Indenture Terms").

     The Trust, for value received, hereby promises to pay to the Holder hereof
or its registered assigns on the Stated Maturity Date (or on the date of
redemption or repayment by the Trust prior to maturity pursuant to redemption or
repayment provisions, in each case, if provided for above) the principal amount
specified above and, if so specified above, to pay interest from time to time on
the Notes represented by this Note Certificate from the Original Issue Date
specified above (the "Original Issue Date") or from the most recent Interest
Payment Date to which interest has been paid or duly provided for at the rate
per annum determined in accordance with the provisions on the reverse hereof and
as specified above, until the principal of the Notes represented by this Note
Certificate is paid or made available for payment and to pay such other amounts
due and owing with respect to the Notes represented by this Note Certificate.

     On any exchange or purchase and cancellation of any of the Notes
represented by this Note Certificate, details of such exchange or purchase and
cancellation shall be entered in the records of the Indenture Trustee. Upon any
such exchange or purchase and cancellation, the principal amount of the Notes
represented by this Note Certificate shall be charged by the principal amount so
exchanged or purchased and cancelled, as provided in the Standard

                                        2


Indenture Terms.

     Unless otherwise set forth above, if the Notes are subject to an Annual
Redemption Percentage Reduction as specified above, the Redemption Price of the
Notes represented by this Note Certificate shall initially be the Initial
Redemption Percentage of the principal amount of the Notes represented by this
Note Certificate on the Initial Redemption Date and shall decline at each
anniversary of the Initial Redemption Date (each such date, a "Redemption Date")
by the Annual Redemption Percentage Reduction of such principal amount until the
Redemption Price is 100% of such principal amount.

     The Notes will mature on the Stated Maturity Date, unless their principal
(or, any installment of their principal) becomes due and payable prior to the
Stated Maturity Date, whether, as applicable, by the declaration of acceleration
of maturity, notice of redemption at the option of the Trust, notice of the
Holder's option to elect repayment or otherwise (the Stated Maturity Date or any
date prior to the Stated Maturity Date on which the Notes become due and
payable, as the case may be, are referred to as the "Maturity Date" with respect
to principal of the Notes repayable on such date).

     Unless otherwise provided above and except as provided in the following
paragraph, the Trust will pay interest on each Interest Payment Date specified
above, commencing with the first Interest Payment Date next succeeding the
Original Issue Date, and on the Maturity Date; PROVIDED that any payment of
principal, premium, if any, interest or other amounts to be made on any Interest
Payment Date or on a Maturity Date that is not a Business Day shall be made on
the next succeeding Business Day, PROVIDED, HOWEVER, with respect to an Interest
Payment Date other than the Maturity Date, if the Notes are LIBOR Notes (as
defined in Section 3 on the reverse hereof) and that next succeeding Business
Day falls in the next succeeding calendar month, such payment shall be made on
the immediately preceding Business Day.

     Unless otherwise specified above, the interest payable on each Interest
Payment Date or on the Maturity Date will be the amount equal to the interest
accrued from and including the immediately preceding Interest Payment Date in
respect of which interest has been paid or from and including the date of issue,
if no interest has been paid, to but excluding the applicable Interest Payment
Date or the Maturity Date, as the case may be (each, an "Interest Period").

     Reference is hereby made to the further provisions of the Notes set forth
on the reverse hereof and, if so specified on the face hereof, in an Addendum
hereto, which further provisions shall for all purposes have the same force and
effect as if set forth on the face hereof.

     Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to the Notes as specified above, the Notes
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions."

     The Notes represented by this Note Certificate shall not be valid or become
obligatory for any purpose until the certificate of authentication hereon shall
have been executed by the Indenture Trustee pursuant to the Indenture.

                                        3


     IN WITNESS WHEREOF, the Trust has caused this instrument to be duly
executed on its behalf.

Dated: Original Issue Date          THE ALLSTATE LIFE GLOBAL FUNDING TRUST
                                          SPECIFIED ON THE FACE OF THIS NOTE
                                          CERTIFICATE,
                                    as Issuer


                                    By: WILMINGTON TRUST COMPANY,
                                    not in its individual capacity
                                    but solely as Delaware Trustee.

                                    By:
                                        -------------------------------------
                                        Name:
                                        Title:


                          CERTIFICATE OF AUTHENTICATION

     This Note Certificate is one of the Note Certificates representing Notes
described in the within-mentioned Indenture and is being issued in accordance
with Section [2.5(f)] of the Standard Indenture Terms.

Dated: Original Issue Date          J.P. MORGAN TRUST COMPANY, NATIONAL
                                          ASSOCIATION,
                                    as Indenture Trustee

                                    By:
                                        -------------------------------------
                                        Authorized Signatory

                                        4


                        [REVERSE OF DEFINITIVE SECURITY]

     SECTION 1. GENERAL. This Note Certificate is a Definitive Security in
respect of a duly authorized issue of Notes of the Trust. The Notes are issued
pursuant to the Indenture.

     SECTION 2. CURRENCY. The Notes are denominated in, and payments of
principal, premium, if any, and/or interest, if any, will be made in U.S.
dollars.

     SECTION 3. DETERMINATION OF INTEREST RATE AND OTHER PAYMENT PROVISIONS.

     FIXED RATE NOTES. If the Notes are designated on the face hereof as "Fixed
Rate Notes," the Notes will bear interest from the Original Issue Date until the
Maturity Date. Unless otherwise specified on the face hereof, the rate of
interest payable on the Notes will not be adjusted; unless otherwise specified
on the face hereof, interest will be payable on the Interest Payment Dates set
forth on the face hereof and at the Maturity Date. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. If any Interest Payment
Date or the Maturity Date of Fixed Rate Notes falls on a day that is not a
Business Day, any payments of principal, premium, if any, and/or interest or
other amounts required to be made, may be made on the next succeeding Business
Day, and no additional interest will accrue in respect of the payment made on
that next succeeding Business Day.

     DISCOUNT NOTES. If the Notes are designated on the face hereof as "Discount
Notes" (as defined below), payments in respect of the Notes shall be made as set
forth on the face hereof. In the event a Discount Note is redeemed, repaid or
accelerated, the amount payable to the Holder of such Note on the Maturity Date
will be equal to the sum of (1) the Issue Price (increased by any accruals of
discount) and, in the event of any redemption of such Discount Notes, if
applicable, multiplied by the Initial Redemption Percentage (as adjusted by the
Annual Redemption Percentage Reduction, if applicable); and (2) any unpaid
interest accrued on such Discount Notes to the date of redemption, repayment or
acceleration of maturity, as applicable. For purposes of determining the amount
of discount that has accrued as of any date on which a redemption, repayment or
acceleration of maturity of the Notes occurs for Discount Notes, the discount
will be accrued using a constant yield method. The constant yield will be
calculated using a 30-day month, 360-day year convention, a compounding period
that, except for the Initial Period (as defined below), corresponds to the
shortest period between Interest Payment Dates for Discount Notes (with ratable
accruals within a compounding period), a coupon rate equal to the initial coupon
rate applicable to Discount Notes and an assumption that the maturity of such
Discount Notes will not be accelerated. If the period from the date of issue to
the first Interest Payment Date for Discount Notes (the "Initial Period") is
shorter than the compounding period for such Discount Notes, a proportionate
amount of the yield for an entire compounding period will be accrued. If the
Initial Period is longer than the compounding period, then the period will be
divided into a regular compounding period and a short period with the short
period being treated as provided in the preceding sentence. A "Discount Note" is
any Note that has an Issue Price that is less than 100% of the principal amount
thereof by more than a percentage equal to the product of 0.25% and the number
of full years to the Stated Maturity Date.

     FLOATING RATE NOTES. If the Notes are specified on the face hereof as
"Floating Rate Notes," interest on the Notes shall accrue and be payable in
accordance with this Section 3. A

                                        5


Floating Rate Note may be a CD Rate Note, CMT Rate Note, Commercial Paper Rate
Note, Federal Funds Rate Note, LIBOR Note, Prime Rate Note, Treasury Rate Note,
or as otherwise set forth on the face hereof. If the Notes are designated on the
face hereof as Floating Rate Notes, the face hereof will specify whether the
Notes are Regular Floating Rate Notes or Floating Rate/Fixed Rate Notes. For the
period from the date of issue to, but not including, the first Interest Reset
Date set forth on the face hereof, the interest rate hereon shall be the Initial
Interest Rate specified on the face hereof. Thereafter, the interest rate hereon
will be reset as of and be effective as of each Interest Reset Date.

     (A)  If any Interest Reset Date would otherwise be a day that is not a
          Business Day, such Interest Reset Date shall be postponed to the next
          day that is a Business Day; PROVIDED, HOWEVER, that if the Notes are
          LIBOR Notes and such Business Day is in the next succeeding calendar
          month, such Interest Reset Date shall be the Business Day immediately
          preceding such Interest Reset Date.

     (B)  Unless specified otherwise on the face hereof, Interest Reset Dates
          are as follows: (1) if the Notes reset daily, each Business Day, (2)
          if the Notes reset weekly, other than Treasury Rate Notes, the
          Wednesday of each week, (3) if the Notes are Treasury Rate Notes that
          reset weekly, and except as provided below under "Treasury Rate
          Notes," the Tuesday of each week, (4) if the Notes reset monthly, the
          third Wednesday of each month, (5) if the Notes reset quarterly, the
          third Wednesday of March, June, September and December of each year,
          (6) if the Notes reset semiannually, the third Wednesday of each of
          the two months specified on the face hereof and (7) if the Notes reset
          annually, the third Wednesday of the month specified each year;
          PROVIDED, HOWEVER, that with respect to Floating Rate/ Fixed Rate
          Notes, the rate of interest thereon will not reset after the
          particular Fixed Rate Commencement Date specified on the face hereof
          (the "Fixed Rate Commencement Date").

     (C)  Accrued interest is calculated by multiplying the principal amount of
          such Floating Rate Note by an accrued interest factor. The accrued
          interest factor is computed by adding the interest factor calculated
          for each day in the particular Interest Period. The interest factor
          for each day will be computed by dividing the interest rate applicable
          to such day by 360, in the case of Floating Rate Notes as to which the
          CD Rate, the Commercial Paper Rate, the Federal Funds Rate, LIBOR or
          the Prime Rate is an applicable Interest Rate Basis (as defined
          below), or by the actual number of days in the year, in the case of
          Floating Rate Notes as to which the CMT Rate or the Treasury Rate is
          an applicable Interest Rate Basis. The interest factor for Floating
          Rate Notes as to which the interest rate is calculated with reference
          to two or more Interest Rate Bases will be calculated in each period
          in the same manner as if only the applicable Interest Rate Basis
          specified on the face hereof applied. The interest rate shall be set
          forth on the face hereof. For purposes of making the foregoing
          calculation, the interest rate in effect on any Interest Reset Date
          will be the applicable rate as reset on that date. Unless otherwise
          specified on the face hereof, the interest rate that is effective on
          the applicable Interest Reset Date will be determined on the
          applicable Interest Determination Date and calculated on the
          applicable Calculation Date (as defined

                                        6


          below). "Calculation Date" means the date by which the Calculation
          Agent designated on the face hereof, is to calculate the interest rate
          which will be the earlier of (1) the tenth calendar day after the
          particular Interest Determination Date or, if such day is not a
          Business Day, the next succeeding Business Day; or (2) the Business
          Day immediately preceding the applicable Interest Payment Date or the
          Maturity Date, as the case may be.

     (D)  Unless otherwise specified on the face hereof, all percentages
          resulting from any calculation on Floating Rate Notes will be rounded
          to the nearest one hundred-thousandth of a percentage point, with five
          one-millionths of a percentage point rounded upwards. All dollar
          amounts used in or resulting from any calculation on Floating Rate
          Notes will be rounded to the nearest cent.

     Unless otherwise specified on the face hereof and except as provided below,
interest will be payable as follows: (1) if the Interest Reset Date for the
Notes is daily, weekly or monthly, interest will be payable on the third
Wednesday of each month or on the third Wednesday of March, June, September and
December of each year, as specified on the face hereof, (2) if the Interest
Reset Date for the Notes is quarterly, interest will be payable on the third
Wednesday of March, June, September, and December of each year, (3) if the
Interest Reset Date for the Notes is semiannually, interest will be payable on
the third Wednesday of each of two months specified on the face hereof of each
year, (4) if the Interest Reset Date for the Notes is annually, interest will be
payable on the third Wednesday of the month specified on the face hereof of each
year. In each of these cases, interest will also be payable on the Maturity
Date.

     If specified on the face hereof, the Notes may have either or both of a
Maximum Interest Rate or Minimum Interest Rate. If a Maximum Interest Rate is so
designated, the interest rate that may accrue during any Interest Period for
Floating Rate Notes cannot ever exceed such Maximum Interest Rate and in the
event that the interest rate on any Interest Reset Date would exceed such
Maximum Interest Rate (as if no Maximum Interest Rate were in effect) then the
interest rate on such Interest Reset Date shall be the Maximum Interest Rate. If
a Minimum Interest Rate is so designated, the interest rate that may accrue
during any Interest Period for Floating Rate Notes cannot ever be less than such
Minimum Interest Rate and in the event that the interest rate on any Interest
Reset Date would be less than such Minimum Interest Rate (as if no Minimum
Interest Rate were in effect) then the interest rate on such Interest Reset Date
shall be the Minimum Interest Rate. Notwithstanding anything to the contrary
contained herein, if the Notes are designated on the face hereof as Floating
Rate Notes, the interest rate on Notes shall not exceed the maximum interest
rate permitted by applicable law.

     All determinations of interest by the Calculation Agent designated on the
face hereof will, in the absence of manifest error, be conclusive for all
purposes and binding on the Holder of the Notes and neither the Indenture
Trustee nor the Calculation Agent shall have any liability to the Holder of the
Notes in respect of any determination, calculation, quote or rate made or
provided by the Calculation Agent. Upon request of the Holder of the Notes, the
Calculation Agent will provide the interest rate then in effect and, if
determined, the interest rate that will become effective on the next Interest
Reset Date with respect to the Notes. If the Calculation Agent is incapable or
unwilling to act as such or if the Calculation Agent fails duly to establish the
interest rate for any interest accrual period or to calculate the interest
amount or any other

                                        7


requirements, the Trust will appoint a successor to act as such in its place.
The Calculation Agent may not resign its duties until a successor has been
appointed and such successor has accepted its appointment.

     Subject to applicable provisions of law and except as specified herein, on
each Interest Reset Date, the rate of interest on the Notes on and after the
first Interest Reset Date shall be the interest rate determined in accordance
with the provisions of the heading below which has been designated as the
Interest Rate Basis on the face hereof (the "Interest Rate Basis"), the base
rate, plus or minus the Spread, if any, specified on the face hereof and/or
multiplied by the Spread Multiplier, if any, specified on the face hereof.


     (A)  CD RATE NOTES. If the Interest Rate Basis is the CD Rate, the Notes
          shall be deemed to be "CD Rate Notes." CD Rate Notes will bear
          interest at the interest rate calculated with reference to the CD Rate
          and the Spread or Spread Multiplier, if any. The Calculation Agent
          will determine the CD Rate on each Interest Determination Date. The
          Interest Determination Date is the second Business Day immediately
          preceding the related Interest Reset Date. "CD Rate" means the rate on
          the particular Interest Determination Date for negotiable United
          States dollar certificates of deposit having the Index Maturity
          specified on the face hereof as published in H.15(519) (as defined
          below) under the caption "CDs (secondary market)", or, if not so
          published by 3:00 P.M., New York City time, on the related Calculation
          Date, the rate on the particular Interest Determination Date for
          negotiable United States dollar certificates of the particular Index
          Maturity as published in the H.15 Daily Update (as defined below) or
          other recognized electronic source used for the purpose of displaying
          the applicable rate under the heading "CDs (secondary market)." If
          such rate is not yet published in either H.15(519) or the H.15 Daily
          Update by 3:00 P.M., New York City time, on the related Calculation
          Date, then the CD Rate will be the rate on the particular Interest
          Determination Date calculated by the Calculation Agent as the
          arithmetic mean of the secondary market offered rates as of 10:00
          A.M., New York City time on that Interest Determination Date of three
          leading nonbank dealers in negotiable United States dollar
          certificates of deposit in The City of New York (which may include the
          Agents or their affiliates) selected by the Calculation Agent for
          negotiable United States dollar certificates of deposit of major
          United States money market banks for negotiable United States
          certificates of deposit with a remaining maturity closest to the
          particular Index Maturity in an amount that is representative for a
          single transaction in that market at that time, or, if the dealers so
          selected by the Calculation Agent are not quoting as described in the
          preceding sentence, the CD Rate in effect on the particular Interest
          Determination Date. "H.15(519)" means the weekly statistical release
          designated as H.15(519), or any successor publication, published by
          the Board of Governors of the Federal Reserve System; and "H.15 Daily
          Update" means the daily update of H.15(519), available through the
          Board of Governors of the Federal Reserve System at
          http://www.federalreserve.gov/releases/H15/update, or any successor
          site or publication.

                                        8


     (B)  CMT RATE NOTES. If the Interest Basis is the CMT Rate, the Notes shall
          be deemed to be "CMT Rate Notes." CMT Rate Notes will bear interest at
          the interest rate calculated with reference to the CMT Rate and the
          Spread or Spread Multiplier, if any. The Calculation Agent will
          determine the CMT Rate on each applicable Interest Determination Date.
          The applicable Interest Determination Date is the second Business Day
          prior to the Interest Reset Date. "CMT Rate" means (1) if CMT
          Moneyline Telerate Page 7051 is specified on the face hereof: (a) the
          percentage equal to the yield for United States Treasury securities at
          "constant maturity" having the Index Maturity specified on the face
          hereof as published in H.15(519) under the caption "Treasury Constant
          Maturities", as the yield is displayed on Moneyline Telerate (or any
          successor service) on page 7051 (or any other page as may replace the
          specified page on that service) ("Moneyline Telerate Page 7051"), for
          the particular Interest Determination Date, or (b) if the rate
          referred to in clause (a) does not so appear on Moneyline Telerate
          Page 7051, the percentage equal to the yield for United States
          Treasury securities at "constant maturity" having the particular Index
          Maturity and for the particular Interest Determination Date as
          published in H.15(519) under the caption "Treasury Constant
          Maturities", or (c) if the rate referred to in clause (b) does not so
          appear in H.15(519), the rate on the particular Interest Determination
          Date for the period of the particular Index Maturity as may then be
          published by either the Federal Reserve System Board of Governors or
          the United States Department of the Treasury that the Calculation
          Agent determines to be comparable to the rate which would otherwise
          have been published in H.15(519), or (d) if the rate referred to in
          clause (c) is not so published, the rate on the particular Interest
          Determination Date calculated by the Calculation Agent as a yield to
          maturity based on the arithmetic mean of the secondary market bid
          prices at approximately 3:30 P.M., New York City time, on that
          Interest Determination Date of three leading primary United States
          government securities dealers in The City of New York (which may
          include the Agents or their affiliates) (each, a "Reference Dealer"),
          selected by the Calculation Agent from five Reference Dealers selected
          by the Calculation Agent and eliminating the highest quotation, or, in
          the event of equality, one of the highest, and the lowest quotation
          or, in the event of equality, one of the lowest, for United States
          Treasury securities with an original maturity equal to the particular
          Index Maturity, a remaining term to maturity no more than one year
          shorter than that Index Maturity and in a principal amount that is
          representative for a single transaction in the securities in that
          market at that time, or (e) if fewer than five but more than two of
          the prices referred to in clause (d) are provided as requested, the
          rate on the particular Interest Determination Date calculated by the
          Calculation Agent based on the arithmetic mean of the bid prices
          obtained and neither the highest nor the lowest of the quotations
          shall be eliminated, or (f) if fewer than three prices referred to in
          clause (d) are provided as requested, the rate on the particular
          Interest Determination Date calculated by the Calculation Agent as a
          yield to maturity based on the arithmetic mean of the secondary market
          bid prices as of approximately 3:30 P.M., New York City time, on that
          Interest Determination Date of three Reference Dealers selected by the
          Calculation Agent from five Reference Dealers selected by the
          Calculation Agent

                                        9


          and eliminating the highest quotation or, in the event of equality,
          one of the highest and the lowest quotation or, in the event of
          equality, one of the lowest, for United States Treasury securities
          with an original maturity greater than the particular Index Maturity,
          a remaining term to maturity closest to that Index Maturity and in a
          principal amount that is representative for a single transaction in
          the securities in that market at that time, or (g) if fewer than five
          but more than two prices referred to in clause (f) are provided as
          requested, the rate on the particular Interest Determination Date
          calculated by the Calculation Agent based on the arithmetic mean of
          the bid prices obtained and neither the highest nor the lowest of the
          quotations will be eliminated, or (h) if fewer than three prices
          referred to in clause (f) are provided as requested, the CMT Rate in
          effect on the particular Interest Determination Date; (2) if CMT
          Moneyline Telerate Page 7052 is specified on the face hereof (a) the
          percentage equal to the one-week or one-month, as specified on the
          face hereof, average yield for United States Treasury securities at
          "constant maturity" having the Index Maturity specified on the face
          hereof as published in H.15(519) opposite the caption "Treasury
          Constant Maturities", as the yield is displayed on Moneyline Telerate
          (or any successor service) (on page 7052 or any other page as may
          replace the specified page on that service) ("Moneyline Telerate Page
          7052"), for the week or month, as applicable, ended immediately
          preceding the week or month, as applicable, in which the particular
          Interest Determination Date falls, or (b) if the rate referred to in
          clause (a) does not so appear on Moneyline Telerate Page 7052, the
          percentage equal to the one-week or one-month, as specified on the
          face hereof, average yield for United States Treasury securities at
          "constant maturity" having the particular Index Maturity and for the
          week or month, as applicable, preceding the particular Interest
          Determination Date as published in H.15(519) opposite the caption
          "Treasury Constant Maturities", or (c) if the rate referred to in
          clause (b) does not so appear in H.15(519), the one-week or one-month,
          as specified on the face hereof, average yield for United States
          Treasury securities at "constant maturity" having the particular Index
          Maturity as otherwise announced by the Federal Reserve Bank of New
          York for the week or month, as applicable, ended immediately preceding
          the week or month, as applicable, in which the particular Interest
          Determination Date falls, or (d) if the rate referred to in clause (c)
          is not so published, the rate on the particular Interest Determination
          Date calculated by the Calculation Agent as a yield to maturity based
          on the arithmetic mean of the secondary market bid prices at
          approximately 3:30 P.M., New York City time, on that Interest
          Determination Date of three Reference Dealers selected by the
          Calculation Agent from five Reference Dealers selected by the
          Calculation Agent and eliminating the highest quotation, or, in the
          event of equality, one of the highest, and the lowest quotation or, in
          the event of equality, one of the lowest, for United States Treasury
          securities with an original maturity equal to the particular Index
          Maturity, a remaining term to maturity no more than one year shorter
          than that Index Maturity and in a principal amount that is
          representative for a single transaction in the securities in that
          market at that time, or (e) if fewer than five but more than two of
          the prices referred to in clause (d) are provided as requested, the
          rate on the particular Interest Determination Date calculated by the

                                       10


          Calculation Agent based on the arithmetic mean of the bid prices
          obtained and neither the highest nor the lowest of the quotations
          shall be eliminated, or (f) if fewer than three prices referred to in
          clause (d) are provided as requested, the rate on the particular
          Interest Determination Date calculated by the Calculation Agent as a
          yield to maturity based on the arithmetic mean of the secondary market
          bid prices as of approximately 3:30 P.M., New York City time, on that
          Interest Determination Date of three Reference Dealers selected by the
          Calculation Agent from five Reference Dealers selected by the
          Calculation Agent and eliminating the highest quotation or, in the
          event of equality, one of the highest and the lowest quotation or, in
          the event of equality, one of the lowest, for United States Treasury
          securities with an original maturity greater than the particular Index
          Maturity, a remaining term to maturity closest to that Index Maturity
          and in a principal amount that is representative for a single
          transaction in the securities in that market at the time, or (g) if
          fewer than five but more than two prices referred to in clause (f) are
          provided as requested, the rate on the particular Interest
          Determination Date calculated by the Calculation Agent based on the
          arithmetic mean of the bid prices obtained and neither the highest nor
          the lowest of the quotations will be eliminated, or (h) if fewer than
          three prices referred to in clause (f) are provided as requested, the
          CMT Rate in effect on that Interest Determination Date.

               If two United States Treasury securities with an original
               maturity greater than the Index Maturity specified on the face
               hereof have remaining terms to maturity equally close to the
               particular Index Maturity, the quotes for the United States
               Treasury security with the shorter original remaining term to
               maturity will be used.

     (C)  COMMERCIAL PAPER RATE NOTES. If the Interest Rate Basis is the
          Commercial Paper Rate, the Notes shall be deemed to be "Commercial
          Paper Rate Notes." Commercial Paper Rate Notes will bear interest for
          each Interest Reset Date at the interest rate calculated with
          reference to the Commercial Paper Rate and the Spread or Spread
          Multiplier, if any. The Calculation Agent will determine the
          Commercial Paper Rate on each applicable Interest Determination Date.
          The Interest Determination Date is the Business Day immediately
          preceding the related Interest Reset Date. "Commercial Paper Rate"
          means the Money Market Yield (calculated as described below) on the
          Interest Determination Date of the rate for commercial paper having
          the applicable Index Maturity as such rate is published in H.15(519)
          under the heading "Commercial Paper -- Nonfinancial." If such rate is
          not published by 3:00 P.M., New York City time, on the Calculation
          Date pertaining to such Interest Determination Date, then the
          Commercial Paper Rate shall be the Money Market Yield on the
          particular Interest Determination Date of the rate for commercial
          paper having the particular Index Maturity as published on H.15 Daily
          Update or such other recognized electronic source used for the
          purposes of displaying the applicable rate, under the caption
          "Commercial Paper -- Nonfinancial", or if such rate is not published
          by 3:00 P.M., New York City time, on the Calculation Date, then the
          Commercial Paper Rate as calculated by the Calculation Agent shall be
          the Money Market

                                       11


          Yield of the arithmetic mean of the offered rates at approximately
          11:00 A.M., New York City time, on that Interest Determination Date of
          three leading dealers of United States dollar commercial paper in The
          City of New York (which may include the Agents or their affiliates)
          selected by the Calculation Agent for commercial paper having the
          particular Index Maturity placed for industrial issuers whose bond
          rating is "Aa", or the equivalent, from a nationally recognized
          statistical rating organization; PROVIDED, HOWEVER, that if the
          dealers selected by the Calculation Agent are not quoting offered
          rates as mentioned above, the Commercial Paper Rate in effect on the
          particular Interest Determination Date.

               "Money Market Yield" shall be a yield (expressed as a percentage)
               calculated in accordance with the following formula:

               Money Market Yield =         D X 360         X 100
                                    -----------------------
                                         360 - (D X M)

               where "D" refers to the per annum rate for the commercial paper,
               quoted on a bank discount basis and expressed as a decimal; and
               "M" refers to the actual number of days in the applicable
               Interest Period.

     (D)  FEDERAL FUNDS RATE NOTES. If the Interest Rate Basis is the Federal
          Funds Rate, the Notes shall be deemed to be "Federal Funds Rate
          Notes." Federal Funds Rate Notes will bear interest for each Interest
          Reset Date at the interest rate calculated with reference to the
          Federal Funds Rate and the Spread or Spread Multiplier, if any. The
          Calculation Agent will determine the Federal Funds Rate on each
          applicable Interest Determination Date. The Interest Determination
          Date is the Business Day immediately preceding the related Interest
          Reset Date. "Federal Funds Rate" means (1) the rate on the particular
          Interest Determination Date for United States dollar federal funds as
          published in H.15(519) under the caption "Federal Funds (Effective)"
          and displayed on Moneyline Telerate (or any successor service) on page
          120 (or any other page as may replace the specified page on that
          service) ("Moneyline Telerate Page 120"), or (2) if the rate referred
          to in clause (1) does not so appear on Moneyline Telerate Page 120 or
          is not so published by 3:00 P.M., New York City time, on the related
          Calculation Date, the rate on the particular Interest Determination
          Date for United States dollar federal funds as published in H.15 Daily
          Update, or such other recognized electronic source used for the
          purpose of displaying the applicable rate, under the caption "Federal
          Funds (Effective)", or (3) if the rate referred to in clause (2) is
          not so published by 3:00 P.M., New York City time, on the related
          Calculation Date, the rate on the particular Interest Determination
          Date calculated by the Calculation Agent as the arithmetic mean of the
          rates for the last transaction in overnight United States dollar
          federal funds arranged by three leading brokers of United States
          dollar federal funds transactions in The City of New York (which may
          include the Agents or their affiliates), selected by the Calculation
          Agent prior to 9:00 A.M., New York City time, on that Interest
          Determination Date, or (4) if the brokers so selected by the
          Calculation Agent are not quoting as mentioned in clause (3), the
          Federal Funds Rate in effect on the particular Interest Determination
          Date.

                                       12


     (E)  LIBOR NOTES. If the Interest Rate Basis is LIBOR (as defined below),
          the Notes shall be deemed to be "LIBOR Notes." LIBOR Notes will bear
          interest for each Interest Period at the interest rate calculated with
          reference to LIBOR and the Spread or Spread Multiplier, if any. On
          each applicable Interest Determination Date the Calculation Agent will
          determine LIBOR. The applicable Interest Determination Date is the
          second London Banking Day preceding the related Interest Reset Date.

               LIBOR means: (1) if "LIBOR Moneyline Telerate" is specified on
               the face hereof or if neither "LIBOR Reuters" nor "LIBOR
               Moneyline Telerate" is specified on the face hereof as the method
               for calculating LIBOR, the rate for deposits in the LIBOR
               Currency (as defined below) having the Index Maturity specified
               on the face hereof, commencing on the related Interest Reset
               Date, that appears on the LIBOR Page (as defined below) as of
               11:00 A.M., London time, on the particular Interest Determination
               Date, or (2) if "LIBOR Reuters" is specified on the face hereof,
               the arithmetic mean of the offered rates, calculated by the
               Calculation Agent, or the offered rate, if the LIBOR Page by its
               terms provides only for a single rate, for deposits in the LIBOR
               Currency having the particular Index Maturity, commencing on the
               related Interest Reset Date, that appear or appears, as the case
               may be, on the LIBOR Page as of 11:00 A.M., London time, on the
               particular Interest Determination Date, or (3) if fewer than two
               offered rates appear, or no rate appears, as the case may be, on
               the particular Interest Determination Date on the LIBOR Page as
               specified in clause (1) or (2), as applicable, the rate
               calculated by the Calculation Agent of at least two offered
               quotations obtained by the Calculation Agent after requesting the
               principal London offices of each of four major reference banks
               (which may include affiliates of the Agents), in the London
               interbank market to provide the Calculation Agent with its
               offered quotation for deposits in the LIBOR Currency for the
               period of the particular Index Maturity, commencing on the
               related Interest Reset Date, to prime banks in the London
               interbank market at approximately 11:00 A.M., London time, on
               that Interest Determination Date and in a principal amount that
               is representative for a single transaction in the LIBOR Currency
               in that market at that time, or (4) if fewer than two offered
               quotations referred to in clause (3) are provided as requested,
               the rate calculated by the Calculation Agent as the arithmetic
               mean of the rates quoted at approximately 11:00 A.M., in the
               applicable Principal Financial Center, on the particular Interest
               Determination Date by three major banks (which may include
               affiliates of the Agents), in that Principal Financial Center
               selected by the Calculation Agent for loans in the LIBOR Currency
               to leading European banks, having the particular Index Maturity
               and in a principal amount that is representative for a single
               transaction in the LIBOR Currency in that market at that time, or
               (5) if the banks so selected by the Calculation Agent are not
               quoting as mentioned in clause (4), LIBOR in effect on the
               particular Interest Determination Date.

                                       13


               "LIBOR Currency" means United States dollars.

               "LIBOR Page" means either: if "LIBOR Reuters" is specified on the
               face hereof, the display on the Reuter Monitor Money Rates
               Service (or any successor service) on the page specified on the
               face hereof (or any other page as may replace that page on that
               service) for the purpose of displaying the London interbank rates
               of major banks for the LIBOR Currency; or if "LIBOR Moneyline
               Telerate" is specified on the face hereof or neither "LIBOR
               Reuters" nor "LIBOR Moneyline Telerate" is specified on the face
               hereof as the method for calculating LIBOR, the display on
               Moneyline Telerate (or any successor service) on the page
               specified on the face hereof (or any other page as may replace
               such page on such service) for the purpose of displaying the
               London interbank rates of major banks for the LIBOR Currency.

     (F)  PRIME RATE NOTES. If the Interest Rate Basis is the Prime Rate, the
          Notes shall be deemed to be "Prime Rate Notes." Prime Rate Notes will
          bear interest for each Interest Reset Date calculated with reference
          to the Prime Rate and the Spread or Spread Multiplier, if any, subject
          to the Minimum Interest Rate and/or Maximum Interest Rate, if any,
          specified on the face hereof. The Calculation Agent will determine the
          Prime Rate for each Interest Reset Date on each applicable Interest
          Determination Date. The Interest Determination Date is the Business
          Day immediately preceding the related Interest Reset Date. "Prime
          Rate" means (1) the rate on the particular Interest Determination Date
          as published in H.15(519) under the caption "Bank Prime Loan", or (2)
          if the rate referred to in clause (1) is not so published by 3:00
          P.M., New York City time, on the related Calculation Date, the rate on
          the particular Interest Determination Date as published in H.15 Daily
          Update, or such other recognized electronic source used for the
          purpose of displaying the applicable rate, under the caption "Bank
          Prime Loan", or (3) if the rate referred to in clause (2) is not so
          published by 3:00 P.M., New York City time, on the related Calculation
          Date, the rate on the particular Interest Determination Date
          calculated by the Calculation Agent as the arithmetic mean of the
          rates of interest publicly announced by each bank that appears on the
          Reuters Screen US PRIME 1 Page (as defined below) as the applicable
          bank's prime rate or base lending rate as of 11:00 A.M., New York City
          time, on that Interest Determination Date, or (4) if fewer than four
          rates referred to in clause (3) are so published by 3:00 P.M., New
          York City time, on the related Calculation Date, the rate on the
          particular Interest Determination Date calculated by the Calculation
          Agent as the arithmetic mean of the prime rates or base lending rates
          quoted on the basis of the actual number of days in the year divided
          by a 360-day year as of the close of business on that Interest
          Determination Date by three major banks (which may include affiliates
          of the Agents) in The City of New York selected by the Calculation
          Agent, or (5) if the banks so selected by the Calculation Agent are
          not quoting as mentioned in clause (4), the Prime Rate in effect on
          the particular Interest Determination Date. "Reuters Screen US PRIME 1
          Page" means the display on the Reuter Monitor Money Rates Service (or
          any successor service) on the "US PRIME 1" page (or any other page as
          may replace

                                       14


          that page on that service) for the purpose of displaying prime rates
          or base lending rates of major United States banks.

     (G)  TREASURY RATE NOTES. If the Interest Rate Basis is the Treasury Rate,
          the Notes shall be deemed to be "Treasury Rate Notes." Treasury Rate
          Notes will bear interest for each Interest Reset Date at the interest
          rate calculated with reference to the Treasury Rate and the Spread or
          Spread Multiplier, if any. The Calculation Agent will determine the
          Treasury Rate on each Treasury Rate Determination Date (as defined
          below). "Treasury Rate" means (1) the rate from the auction held on
          the Treasury Rate Interest Determination Date (the "Auction") of
          direct obligations of the United States ("Treasury Bills") having the
          Index Maturity specified on the face hereof under the caption
          "INVESTMENT RATE" on the display on Moneyline Telerate (or any
          successor service) on page 56 (or any other page as may replace that
          page on that service) ("Moneyline Telerate Page 56") or page 57 (or
          any other page as may replace that page on that service) ("Moneyline
          Telerate Page 57"), or (2) if the rate referred to in clause (1) is
          not so published by 3:00 P.M., New York City time, on the related
          Calculation Date, the Bond Equivalent Yield (as defined below) of the
          rate for the applicable Treasury Bills as published in H.15 Daily
          Update, or another recognized electronic source used for the purpose
          of displaying the applicable rate, under the caption "U.S. Government
          Securities/Treasury Bills/Auction High", or (3) if the rate referred
          to in clause (2) is not so published by 3:00 P.M., New York City time,
          on the related Calculation Date, the Bond Equivalent Yield of the
          auction rate of the applicable Treasury Bills as announced by the
          United States Department of the Treasury, or (4) if the rate referred
          to in clause (3) is not so announced by the United States Department
          of the Treasury, or if the Auction is not held, the Bond Equivalent
          Yield of the rate on the particular Interest Determination Date of the
          applicable Treasury Bills as published in H.15(519) under the caption
          "U.S. Government Securities/Treasury Bills/Secondary Market", or (5)
          if the rate referred to in clause (4) is not so published by 3:00
          P.M., New York City time, on the related Calculation Date, the rate on
          the particular Interest Determination Date of the applicable Treasury
          Bills as published in H.15 Daily Update, or another recognized
          electronic source used for the purpose of displaying the applicable
          rate, under the caption "U.S. Government Securities/Treasury
          Bills/Secondary Market", or (6) if the rate referred to in clause (5)
          is not so published by 3:00 P.M., New York City time, on the related
          Calculation Date, the rate on the particular Interest Determination
          Date calculated by the Calculation Agent as the Bond Equivalent Yield
          of the arithmetic mean of the secondary market bid rates, as of
          approximately 3:30 P.M., New York City time, on that Interest
          Determination Date, of three primary United States government
          securities dealers (which may include the Agents or their affiliates)
          selected by the Calculation Agent, for the issue of Treasury Bills
          with a remaining maturity closest to the Index Maturity specified on
          the face hereof, or (7) if the dealers so selected by the Calculation
          Agent are not quoting as mentioned in clause (6), the Treasury Rate in
          effect on the particular Interest Determination Date.

               "Bond Equivalent Yield" means a yield (expressed as a percentage)

                                       15


               calculated in accordance with the following formula:

               Bond Equivalent Yield =         D X N         X 100
                                       ---------------------
                                           360 - (D X M)

               where "D" refers to the applicable per annum rate for Treasury
               Bills quoted on a bank discount basis and expressed as a decimal,
               "N" refers to 365 or 366, as the case may be, and "M" refers to
               the actual number of days in the applicable Interest Period.

               The "Treasury Rate Determination Date" for each Interest Reset
               Date means the day in the week in which the related Interest
               Reset Date falls on which day Treasury Bills are normally
               auctioned (i.e., Treasury Bills are normally sold at auction on
               Monday of each week, unless that day is a legal holiday, in which
               case the auction is normally held on the following Tuesday,
               except that the auction may be held on the preceding Friday);
               PROVIDED, HOWEVER, that if an auction is held on the Friday of
               the week preceding the related Interest Reset Date, the Interest
               Determination Date will be the preceding Friday.

     (H)  REGULAR FLOATING RATE NOTES. Unless the Notes are designated as
          Floating Rate/Fixed Rate Notes or as having an Addendum attached or
          having other/additional provisions apply, in each case relating to a
          different interest rate formula, such Notes that bear interest at
          floating rates will be Regular Floating Rate Notes and will bear
          interest at the rate determined by reference to the applicable
          Interest Rate Basis or Bases plus or minus the applicable Spread, if
          any, and/or multiplied by the applicable Spread Multiplier, if any.
          Commencing on the first Interest Reset Date, as specified on the face
          hereof, the rate at which interest on Regular Floating Rate Notes is
          payable will be reset as of each Interest Reset Date; PROVIDED,
          HOWEVER, that the interest rate in effect for the period, if any, from
          the date of issue to the first Interest Reset Date will be the Initial
          Interest Rate.

     (I)  FLOATING RATE/FIXED RATE NOTES. If the Notes are designated as
          "Floating Rate/Fixed Rate Notes" on the face hereof, such Notes that
          bear interest at floating rates will bear interest at the rate
          determined by reference to the applicable Interest Rate Basis or Bases
          plus or minus the applicable Spread, if any, and/or multiplied by the
          applicable Spread Multiplier, if any. Commencing on the first Interest
          Reset Date, the rate at which interest on Floating Rate/Fixed Rate
          Notes is payable will be reset as of each Interest Reset Date;
          PROVIDED, HOWEVER, that the interest rate in effect for the period, if
          any, from the date of issue to the first Interest Reset Date will be
          the Initial Interest Rate, as specified on the face hereof; and the
          interest rate in effect commencing on the Fixed Rate Commencement Date
          will be the Fixed Interest Rate, if specified on the face hereof, or,
          if not so specified, the interest rate in effect on the day
          immediately preceding the Fixed Rate Commencement Date.

                                       16


     SECTION 4. OPTIONAL REDEMPTION. Except in the case of Discount Notes, if an
Initial Redemption Date is specified on the face hereof, the Trust may redeem
the Notes prior to the Stated Maturity Date at its option on any Business Day on
or after the Initial Redemption Date in whole or from time to time in part in
increments of $1,000 or any other integral multiple of an authorized
denomination specified on the face hereof (provided that any remaining principal
amount of the Notes shall be at least $1,000 or other minimum authorized
denomination applicable thereto), at the applicable Redemption Price (as defined
below), together with unpaid interest accrued on the Notes, any Additional
Amounts and other amounts payable with respect thereto to the date of
redemption. The Trust must give written notice to the Holders of the Notes to be
redeemed at its option not more than 60 nor less than 30 calendar days prior to
the date of redemption. "Redemption Price" means an amount equal to the Initial
Redemption Percentage specified on the face hereof (as adjusted by the Annual
Redemption Percentage Reduction, if applicable) multiplied by the unpaid
principal amount of Notes represented by this Note Certificate to be redeemed.
The Initial Redemption Percentage, if any, shall decline at each anniversary of
the Initial Redemption Date by an amount equal to the applicable Annual
Redemption Percentage Reduction, if any, until the Redemption Price is equal to
100% of the unpaid amount thereof to be redeemed.

     SECTION 5. REPAYMENT PROVISIONS.

     If the face of this Note Certificate specifies that "Survivor's Option" (as
defined below) applies, the person (the "Authorized Representative") who has
legal authority to act on behalf of the estate of the deceased owner of a
beneficial interest in the Notes represented hereby shall have the option to
elect repayment of the Notes in whole or in part in increments of U.S.$1,000
(provided that any remaining principal amount of the Notes shall be at least
U.S.$1,000), following the death of such beneficial owner (a "Survivor's
Option"). No Survivor's Option may be exercised unless such beneficial interest
was held by the beneficial owner for a period of at least six months prior to
the death of the beneficial owner.

     Pursuant to the valid exercise of the Survivor's Option, if applicable, the
Trust shall repay the Notes represented hereby (or portion thereof) at a price
equal to 100% of the unpaid principal amount of the Notes to be repaid, together
with unpaid interest accrued thereon to, but excluding, the Repayment Date,
subject to the limitations in the next succeeding sentence. Allstate Life
Insurance Company ("Allstate Life") may, in its sole discretion, limit the
aggregate principal amount of (i) all Funding Agreements securing all
outstanding series of notes issued under the Allstate Life(SM) CoreNotes(SM)
program as to which exercises of any put option by any issuing trust shall be
accepted by Allstate Life in any calendar year to an amount equal to the greater
of $2,000,000 or 2% of the aggregate principal amount of all Funding Agreements
securing all outstanding series of notes issued under the Allstate Life(SM)
CoreNotes(SM) program as of the end of the most recent calendar year or such
other greater amount as determined in accordance with the applicable Funding
Agreement(s) and set forth on the face hereof; (ii) the Funding Agreement(s)
securing the Notes as to which exercises of any put option by the Trust
attributable to Notes as to which the Survivor's Option has been exercised by
the Authorized Representative of any individual deceased beneficial owner to
$250,000 in any calendar year or such other greater amount as determined in
accordance with the applicable Funding Agreement(s) and set forth on the face
hereof; and (iii) the Funding Agreement(s) securing the Notes as to which

                                       17


exercises of any put option by the Trust shall be accepted in any calendar year
to an amount as set forth in the applicable Funding Agreement(s) and on the face
hereof.

     In any such event, the Trust shall similarly be required to limit the
aggregate principal amount of Notes as to which exercises of the Survivor's
Option shall be accepted by it.

     Each election to exercise the Survivor's Option shall be effected in the
order received by the Administrator. Notes that are not repaid in any calendar
year due to the application of the limits described above will be treated as
though they had been tendered on the first day of the following calendar year in
the order in which they were originally tendered. Subject to the limitations
described above, Notes accepted for repayment will be repaid on the first
interest payment date that occurs 20 or more calendar days after the date of the
acceptance unless that interest payment date is not a Business Day, in which
case the repayment date will be the next succeeding Business Day.

     To exercise the Survivor's Option, the Authorized Representative must
provide to the Indenture Trustee a properly completed Repayment Election Form,
which is attached hereto as Annex A.

     Subject to Allstate Life's right hereunder to limit the aggregate principal
amount of Funding Agreements securing notes as to which exercises of any put
option by the issuing trusts attributable to notes as to which exercises of the
Survivor's Option shall be accepted in any one calendar year, all questions as
to the eligibility or validity of any exercise of the Survivor's Option will be
determined by the Administrator, in its sole discretion. The Administrator's
determination shall be final and binding.

     The death of a person owning a Note or beneficial interest therein in joint
tenancy or tenancy by the entirety with another person or persons shall be
deemed to be the death of the Holder or beneficial owner, as the case may be, of
such Note, and the entire principal amount of such Note or beneficial interest
therein shall be eligible for repayment pursuant to the Survivor's Option. The
death of a person owning a Note or beneficial interest therein by tenancy in
common shall be deemed to be the death of the Holder or beneficial owner, as the
case may be, of such Note only to the extent of the interest of the deceased
Holder or beneficial owner in such Note unless such Note or beneficial interest
therein is held by husband and wife as tenants in common, in which case, the
death of either spouse shall be deemed to be the death of the Holder or
beneficial owner, as the case may be, of such Note, and the entire principal
amount of such Note or beneficial interest therein shall be eligible for
repayment pursuant to the Survivor's Option.

     The death of a person who, during his or her lifetime, was entitled to
substantially all of the interests of beneficial ownership of a Note shall be
deemed to be the death of the Holder or beneficial owner, as the case may be, of
such Note if such interests can be established to the satisfaction of the
Administrator.

     In the event of repayment of the Notes in part only, a new Note Certificate
of like tenor in a principal amount equal to the unrepaid portion of principal
of Notes represented by this Note Certificate and otherwise having the same
terms and provisions as the Notes shall be issued by

                                       18


the Trust in the name of the Holder of this Note Certificate upon the
presentation and surrender of this Note Certificate.

     SECTION 6. SINKING FUND. Unless otherwise specified on the face hereof, the
Notes will not be subject to any sinking fund.

     SECTION 7. MODIFICATIONS AND AMENDMENTS. Sections [9.1 and 9.2] of the
Standard Indenture Terms contain provisions permitting the Trust and the
Indenture Trustee (1) without the consent of any Holder, to execute Supplemental
Indentures for limited purposes and take other actions set forth in the Standard
Indenture Terms, and (2) with the consent of the Holders of not less than 66
2/3% in aggregate principal amount of Notes at the time outstanding, evidenced
as in the Standard Indenture Terms, to execute Supplemental Indentures adding
any provisions to or changing in any manner or eliminating any of the provisions
of the Indenture or any Supplemental Indenture or modifying in any manner the
rights of the Holders of the Notes subject to specified limitations.

     SECTION 8. OBLIGATIONS UNCONDITIONAL. No reference herein to the Indenture
or the Standard Indenture Terms and no provision of the Notes or of the
Indenture shall alter or impair the obligation of the Trust, which is absolute
and unconditional, to pay the principal of, interest on, or any other amount due
and owing with respect to, the Notes at the places, at the respective times, and
at the rate herein prescribed.

     SECTION 9. COLLATERAL. Pursuant to the Indenture, the Trust will assign the
relevant Funding Agreement(s) issued by Allstate Life in connection with the
issuance of the Notes (each, a "Funding Agreement") to the Indenture Trustee on
behalf of the holders of the Notes. The Notes will be secured by a first
priority perfected security interest in the Collateral described on the face
hereof (the "Collateral") in favor of the Indenture Trustee and the other
persons identified in the Standard Indenture Terms.

     SECTION 10. SECURITY; LIMITED RECOURSE. The Notes are solely the
obligations of the Trust, and will not be guaranteed by any person, including
but not limited to Allstate Life, Allstate Life Global Funding, any Agent, the
Trust Beneficial Owner, the Delaware Trustee, the Indenture Trustee or any of
their affiliates. The Trust's obligations under the Notes will be secured by all
of the Trust's rights and title in one or more Funding Agreement(s) issued by
Allstate Life and other rights and assets included in the applicable Collateral.
The Holder of the Notes has no direct contractual rights against Allstate Life
under the Funding Agreement(s). Under the terms of each Funding Agreement,
recourse rights to Allstate Life will belong to the Trust, its successors and
permitted assignees. The Trust has pledged, collaterally assigned and granted a
first priority perfected security interest in the Collateral for the Notes to
the Indenture Trustee on behalf of the Holders of the Notes and the other
persons identified in the Standard Indenture Terms. Recourse to Allstate Life
under each Funding Agreement will be enforceable only by the Indenture Trustee
as a secured party on behalf of the Holders of Notes and the other persons
identified in the Standard Indenture Terms.

     SECTION 11. EVENTS OF DEFAULT. In case an Event of Default, as defined in
the Standard Indenture Terms, shall have occurred and be continuing, the
principal of the Notes may be declared, and upon such declaration shall become,
due and payable in the manner, with the effect

                                       19


and subject to the conditions provided in the Standard Indenture Terms. If the
Notes are Discount Notes, the amount of principal of the Notes that becomes due
and payable upon such acceleration shall be equal to the amount calculated as
set forth in Section 3 hereof.

         SECTION 12. WITHHOLDING; ADDITIONAL AMOUNTS; TAX EVENT. All amounts due
in respect of the Notes will be made without withholding or deduction for or on
account of any present or future taxes, duties, levies, assessments or other
governmental charges of whatever nature imposed or levied by or on behalf of any
governmental authority in the United States having the power to tax on payments
on the Notes unless the withholding or deduction is required by law. Unless
otherwise specified on the face hereof, the Trust will not pay any additional
amounts ("Additional Amounts") to Holders of the Notes in the event that any
withholding or deduction is so required by law, regulation or official
interpretation thereof, and the imposition of a requirement to make any such
withholding or deduction will not give rise to any independent right or
obligation to redeem the Notes.

     SECTION 13. LISTING. Unless otherwise specified on the face hereof, the
Notes will not be listed on any securities exchange.

     SECTION 14. NO RECOURSE AGAINST CERTAIN PERSONS. No recourse shall be had
for the payment of the principal of or the interest on the Notes, or for any
claim based hereon, or otherwise in respect thereof, or based on or in respect
of the Indenture or any Supplemental Indenture, against the Nonrecourse Parties,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such personal
liability being, by the acceptance of any Notes and as part of the consideration
for issue of the Notes, expressly waived and released.

     SECTION 15. GOVERNING LAW. The Notes shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                       20


                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this Note Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM   - as tenants in common           UNIF GIFT MIN  ______Custodian______
                                           ACT            (Cust)         (Minor)
TEN ENT   - as tenants by the entireties
JT TEN    - as joint tenants with right of                under Uniform Gifts to
            survivorship and not as                       Minors Act
            tenants                                       ______________________
            in common                                         (State)
CUST      - custodian

          Additional abbreviations may also be used though not in the above
list.


                                 ASSIGNMENT FORM

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto Please Insert Social Security or

Other Identifying Number of Assignee

________________________________________


________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

________________________________________________________________________________
________________________________________________________________________________
the within Security of THE ALLSTATE LIFE GLOBAL FUNDING TRUST SPECIFIED ON THE
FACE OF THIS NOTE CERTIFICATE and does hereby irrevocably constitute and appoint
__________________________________________________ attorney to transfer said
Security on the books of the Issuer, with full power of substitution in the
premises.

Dated:
       ------------------------             ------------------------------------

                                            ------------------------------------

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatsoever.

                                       21


                                                                         Annex A


                             REPAYMENT ELECTION FORM

                          ALLSTATE LIFE GLOBAL FUNDING

                         ALLSTATE LIFE(SM) CORENOTES(SM)

                                    CUSIP No.

To: [Name of Trust]

     The authorized representative (the "Authorized Representative") represents
the following:

     -    The Authorized Representative requests repayment of Allstate Life(SM)
          CoreNotes(SM) (CUSIP No.   ) (the "Notes") of the deceased beneficial
          owner listed below (the "Deceased Beneficial Owner").

     -    At the time of his or her death, the Deceased Beneficial Owner owned
          Notes in the principal amount listed below.

     -    The Deceased Beneficial Owner acquired the Notes at least six (6)
          months before the date of death of such Deceased Beneficial Owner.

     The Authorized Representative agrees to the following terms:

     -    The Authorized Representative shall follow the instructions (the
          "Instructions") accompanying this Repayment Election Form (this
          "Form").

     -    The Authorized Representative shall make all records specified in the
          Instructions supporting the above representations available to J.P.
          Morgan Trust Company, National Association (the "Trustee") or [Name of
          Trust] (the "Trust") for inspection and review within five Business
          Days of the Indenture Trustee's or the Trust's request.

     -    If the Indenture Trustee or the Trust, in any such party's reasonable
          discretion, deems any of the records specified in the Instructions
          supporting the above representations unsatisfactory to substantiate a
          claim for repayment, the Indenture Trustee or the Trust may deny
          repayment. If the Authorized Representative cannot substantiate a
          claim for repayment, it shall notify the Indenture Trustee and the
          Trust immediately.

     -    Repayment elections may not be withdrawn.

     -    The Notes will be repaid on the first Interest Payment Date to occur
          at least 20 calendar days after the date of acceptance of the Notes
          for repayment, unless such date is not a business day, in which case
          the date of repayment shall be the next succeeding business day.

                                       A-1


     -    Subject to Allstate Life's right hereunder to limit the aggregate
          principal amount of Funding Agreements securing notes as to which
          exercises of any put option by the issuing trusts attributable to
          notes as to which exercises of the Survivor's Option shall be accepted
          in any one calendar year, all questions as to the eligibility or
          validity of any exercise of the survivor's option will be determined
          by the Indenture Trustee, in its sole discretion, which determination
          shall be final and binding on all parties.

                             REPAYMENT ELECTION FORM
       (1)
      -----------------------------------------------------------------------
                        Name of Deceased Beneficial Owner
       (2)
      -----------------------------------------------------------------------
                                  Date of Death
       (3)
      -----------------------------------------------------------------------
                Name of Authorized Representative Requesting Repayment
       (4)
      -----------------------------------------------------------------------
              Signature of Authorized Representative Requesting Repayment
       (5)
      -----------------------------------------------------------------------
                          Principal Amount of Requested Repayment
       (6)
      -----------------------------------------------------------------------
                                   Date of Election
      -----------------------------------------------------------------------


       (7) Authorized Representative:      (8) Wire instructions for payment:
           Name:                               Bank Name:
           Phone Number:                       ABA Number:
           Fax Number:                         Account Name:
           Mailing Address (no P.O. Boxes):    Account Number:
                                               Reference (optional):
      -----------------------------------------------------------------------

    TO BE COMPLETED BY THE INDENTURE TRUSTEE:

(A)        Election Number*:

(B)        Delivery and Payment Date:

(C)        Principal Amount:

(D)        Accrued Interest:

(E)        Date of Receipt of Form by the Indenture Trustee:

(F)        Date of Acknowledgment by the Indenture Trustee:

- ----------
*    To be assigned by the Indenture Trustee upon receipt of this Form. An
     acknowledgement, in

                                       A-2


     the form of a copy of this document with the assigned Election Number, will
     be returned to the party and location designated in item (7) above.

                                       A-3


       INSTRUCTIONS FOR COMPLETING REPAYMENT ELECTION FORM AND EXERCISING
                                REPAYMENT OPTION

          Capitalized terms used and not defined herein have the meanings
defined in the accompanying Repayment Election Form.

1.   Collect and retain for a period of at least three years (1) satisfactory
     evidence of the authority of the Authorized Representative, (2)
     satisfactory evidence of death of the Deceased Beneficial Owner, (3)
     satisfactory evidence that the Deceased Beneficial Owner beneficially
     owned, at the time of his or her death, the Notes being submitted for
     repayment, (4) satisfactory evidence that the Notes being submitted for
     repayment were acquired by the Deceased Beneficial Owner at least six (6)
     months before the date of the death of such Deceased Beneficial Owner, and
     (5) any necessary tax waivers. For purposes of determining whether the
     Notes will be deemed beneficially owned by an individual at any given time,
     the following rules shall apply:

          -    If a Note (or a portion thereof) is beneficially owned by tenants
               by the entirety or joint tenants, the Note (or relevant portion
               thereof) will be regarded as beneficially owned by a single
               owner. Accordingly, the death of a tenant by the entirety or
               joint tenant will be deemed the death of the beneficial owner and
               the entire principal amount so owned will become eligible for
               repayment.

          -    The death of a person beneficially owning a Note (or a portion
               thereof) by tenancy in common will be deemed the death of the
               beneficial owner only with respect to the deceased owner's
               interest in the Note (or relevant portion thereof) so owned,
               unless a husband and wife are the tenants in common, in which
               case the death of either will be deemed the death of the
               beneficial owner and the entire principal amount so owned will be
               eligible for repayment.

          -    A Note (or a portion thereof) beneficially owned by a trust will
               be regarded as beneficially owned by each beneficiary of the
               trust to the extent of that beneficiary's interest in the trust
               (however, a trust's beneficiaries collectively cannot be
               beneficial owners of more Notes than are owned by the trust). The
               death of a beneficiary of a trust will be deemed the death of the
               beneficial owner of the Notes (or relevant portion thereof)
               beneficially owned by the trust to the extent of that
               beneficiary's interest in the trust. The death of an individual
               who was a tenant by the entirety or joint tenant in a tenancy
               which is the beneficiary of a trust will be deemed the death of
               the beneficiary of the trust. The death of an individual who was
               a tenant in common in a tenancy which is the beneficiary of a
               trust will be deemed the death of the beneficiary of the trust
               only with respect to the deceased holder's beneficial interest in
               the Note, unless a husband and wife are the tenants in common, in
               which case the death of either will be deemed the death of the
               beneficiary of the trust.

          -    The death of a person who, during his or her lifetime, was
               entitled to substantially all of the beneficial interest in a
               Note (or a portion thereof) will be deemed the death of the
               beneficial owner of that Note (or relevant portion thereof),
               regardless of the registration of ownership, if such beneficial
               interest can be established to the satisfaction of the Indenture
               Trustee. Such beneficial interest will exist in many cases of
               street name or nominee ownership, custodial arrangements,
               ownership by a trustee, ownership under the Uniform Transfers of
               Gifts to Minors Act and community property or other joint
               ownership arrangements between spouses. Beneficial interest will
               be evidenced by such factors as the power to sell or otherwise
               dispose of a Note, the right to receive the proceeds of sale or
               disposition and the right to receive interest and principal
               payments on a Note.

2.   Indicate the name of the Deceased Beneficial Owner on line (1).

                                       A-4


3.   Indicate the date of death of the Deceased Beneficial Owner on line (2).

4.   Indicate the name of the Authorized Representative requesting repayment on
     line (3).

5.   Affix the authorized signature of the Authorized Representative on line
     (4).

6.   Indicate the principal amount of Notes to be repaid on line (5).

7.   Indicate the date this Form was completed on line (6).

8.   Indicate the name, mailing address (no P.O. boxes, please), telephone
     number and facsimile-transmission number of the party to whom the
     acknowledgment of this election may be sent in item (7).

9.   Indicate the wire instruction for payment on line (8).

10.  Leave lines (A), (B), (C), (D), (E) and (F) blank.

11.  Mail or otherwise deliver an original copy of the completed Form to:

                 J.P. Morgan Trust Company, National Association
                            [201 North Central Avenue
                             Phoenix, Arizona 85004]

12.  FACSIMILE TRANSMISSIONS OF THE REPAYMENT ELECTION FORM WILL NOT BE
     ACCEPTED.

13.  If the acknowledgement of the Indenture Trustee's receipt of this Form,
     including the assigned Election Number, is not received within 10 days of
     the date such information is sent to the Trustee, contact the Trustee at
     J.P. Morgan Trust Company, National Association, [201 North Central Avenue,
     Phoenix, Arizona 85004].

14.  For assistance with this Form or any questions relating thereto, please
     contact the Trustee at J.P. Morgan Trust Company, National Association,
     [201 North Central Avenue, Phoenix, Arizona 85004].

                                       A-5




                                                                    EXHIBIT 4.13


================================================================================

                            FORM OF SERIES INSTRUMENT

================================================================================



                                TABLE OF CONTENTS




                                                                                Page
                                                                                ----
                                                                             
PART A         TRUST AGREEMENT......................................................1
PART B         ADMINISTRATIVE SERVICES AGREEMENT....................................3
PART C         SUPPORT AND EXPENSES AGREEMENT.......................................5
PART D         NAME LICENSING AGREEMENT.............................................7
PART E         TERMS AGREEMENT......................................................9
PART F         COORDINATION AGREEMENT..............................................12
PART G         MISCELLANEOUS AND EXECUTION PAGES...................................17

EXHIBIT A      STANDARD TRUST AGREEMENT TERMS.....................................A-1
EXHIBIT B      STANDARD ADMINISTRATIVE SERVICES AGREEMENT TERMS...................B-1
EXHIBIT C      STANDARD SUPPORT AND EXPENSES AGREEMENT TERMS......................C-1
EXHIBIT D      STANDARD NAME LICENSING AGREEMENT TERMS............................D-1
EXHIBIT E      DISTRIBUTION AGREEMENT.............................................E-1
EXHIBIT F      CERTIFICATE OF TRUST...............................................F-1

ANNEX A        PRICING SUPPLEMENT...............................................A-A-1
ANNEX B        DELAWARE TRUSTEE SERVICE FEE SCHEDULE............................A-B-1
ANNEX C        ADMINISTRATOR SERVICE FEE SCHEDULE...............................A-C-1
ANNEX D        DEALER NOTICE INFORMATION........................................A-D-1



                                        i


     WHEREAS, the parties named herein desire to enter into certain documents
relating to the issuance by Allstate Life Global Funding Trust [   ] - [ ] (the
"Trust") of Notes to investors under Allstate Life Global Funding's ("Global
Funding") secured medium term notes program;

     WHEREAS, the Trust will be created under and its activities will be
governed by (i) the provisions of the Trust Agreement (set forth in Part A of
this Series Instrument), dated as of the date of the Pricing Supplement
(attached to this Series Instrument as Annex A) (the "Pricing Supplement"),
between the parties thereto indicated in Part G herein, and (ii) the Certificate
of Trust (attached as Exhibit F to this Series Instrument);

     WHEREAS, the Trust will be administered pursuant to the provisions of the
Administrative Services Agreement (set forth in Part B of this Series
Instrument), dated as of the date of the Pricing Supplement, between the parties
thereto indicated in Part G herein;

     WHEREAS, certain costs and expenses of the Trust and the service providers
to the Trust will be paid pursuant to the Support and Expenses Agreement (set
forth in Part C of this Series Instrument), dated as of the date of the Pricing
Supplement, between the parties thereto indicated in Part G herein;

     WHEREAS, certain licensing arrangements between the Trust and Allstate
Insurance Company will be governed pursuant to the provisions of the Name
Licensing Agreement (set forth in Part D of this Series Instrument), dated as of
the date of the Pricing Supplement, between the parties thereto indicated in
Part G herein;

     WHEREAS, the sale of the Notes will be governed by the Terms Agreement (set
forth in Part E of this Series Instrument), dated as of the date of the Pricing
Supplement, among the parties thereto indicated in Part G herein;

     WHEREAS, certain agreements relating to the Notes and the Funding
Agreement(s) are set forth in the Coordination Agreement (set forth in Part F of
this Series Instrument), dated as of the date of the Pricing Supplement, among
the parties thereto indicated in Part G herein;

     All capitalized terms used in the above recitals and not otherwise defined
will have the meanings set forth in the Standard Indenture Terms to be attached
as Exhibit A to the Closing Instrument for the Trust.

                                       ii


                                     PART A
                                 TRUST AGREEMENT

     This TRUST AGREEMENT, dated as of the date of the Pricing Supplement
attached to this Series Instrument as Annex A (the "Pricing Supplement"), is
entered into among Allstate Life Global Funding, a Delaware statutory trust, as
trust beneficial owner (the "Trust Beneficial Owner"), AMACAR Pacific Corp., a
Delaware corporation, as the sole administrator of the Trust (the
"Administrator") and Wilmington Trust Company, a Delaware banking corporation,
as Delaware trustee (the "Delaware Trustee").

                              W I T N E S S E T H:

     WHEREAS, the Trust Beneficial Owner, the Administrator and the Delaware
Trustee desire to authorize the issuance of Notes in connection with the
entry into this Trust Agreement;

     WHEREAS, all things necessary to make this Trust Agreement a valid and
legally binding agreement of the Delaware Trustee, the Administrator and the
Trust Beneficial Owner, enforceable in accordance with its terms, have been
done;

     WHEREAS, the parties intend to provide for, among other things, (i) the
issuance and sale of the Notes (pursuant to the Indenture to be set forth in
Part A of the Closing Instrument for the Trust and the Terms Agreement set forth
in Part E herein), (ii) the use of the proceeds of the sale of the Notes to
acquire a Funding Note, which will be surrendered in consideration for the
Funding Agreement(s), and (iii) all other actions deemed necessary or desirable
in connection with the transactions contemplated by this Trust Agreement; and

     WHEREAS, the parties hereto desire to incorporate by reference the Standard
Trust Agreement Terms attached to this Series Instrument as Exhibit A (the
"Standard Trust Agreement Terms," together with this Trust Agreement,
collectively, the "Trust Agreement").

     NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party hereby agrees as follows:

                                    ARTICLE 1

          Section 1.1   INCORPORATION BY REFERENCE. All terms, provisions and
agreements of the Standard Trust Agreement Terms (except to the extent expressly
modified herein) are hereby incorporated herein by reference with the same force
and effect as though fully set forth herein. To the extent that the terms set
forth in Article 2 of this Trust Agreement are inconsistent with the terms of
the Standard Trust Agreement Terms, the terms set forth in Article 2 herein
shall apply.

          Section 1.2   DEFINITIONS. "Series Instrument" means the Series
Instrument in which this Trust Agreement is included as Part A. All capitalized
terms not otherwise defined in this Trust Agreement shall have the meanings set
forth in the Standard Trust Agreement Terms.

                                        1


                                    ARTICLE 2

          Section 2.1   NAME. The Trust created and governed by this Trust
Agreement shall have the name specified in this Series Instrument.

          Section 2.2   OWNERSHIP OF THE TRUST. Upon the creation of the Trust,
Global Funding shall be the sole beneficial owner of the Trust.

          Section 2.3   ACKNOWLEDGMENT. The Delaware Trustee, the Trust
Beneficial Owner and the Administrator expressly acknowledge their duties and
obligations set forth in the Standard Trust Agreement Terms incorporated
herein.

          Section 2.4   COMPENSATION. The Delaware Trustee shall be entitled to
receive the fees specified in the Delaware Trustee Service Fee Schedule, which
is attached as Annex B to this Series Instrument.

          Section 2.5   ADDITIONAL TERMS. None.

          Section 2.6   SERIES INSTRUMENT; EXECUTION AND INCORPORATION OF TERMS.
The parties to this Trust Agreement will enter into this Trust Agreement by
executing this Series Instrument.

          By executing this Series Instrument, the Delaware Trustee, the
Administrator and the Trust Beneficial Owner hereby agree that this Trust
Agreement will constitute a legal, valid and binding agreement among the
Delaware Trustee, the Administrator and the Trust Beneficial Owner.

          All terms relating to the Trust or the Notes not otherwise included in
this Trust Agreement will be as specified in this Series Instrument or Pricing
Supplement as indicated herein.

          Section 2.7   COUNTERPARTS. This Trust Agreement, through this Series
Instrument, may be executed in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.

                                        2


                                     PART B
                        ADMINISTRATIVE SERVICES AGREEMENT

     This ADMINISTRATIVE SERVICES AGREEMENT, dated as of the date of the Pricing
Supplement attached to this Series Instrument as Annex A (the "Pricing
Supplement"), is entered into between the Allstate Life Global Funding Trust
specified in this Series Instrument (the "Trust") and AMACAR Pacific Corp., a
Delaware corporation (the "Administrator").

                              W I T N E S S E T H:

     WHEREAS, the Trust has requested that the Administrator perform various
services for the Trust;

     WHEREAS, the Trust desires to have the Administrator perform various
financial, statistical, accounting and other services for the Trust, and the
Administrator is willing to furnish such services on the terms and conditions
herein set forth; and

     WHEREAS, the parties hereto desire to incorporate by reference those
certain Standard Administrative Services Agreement Terms attached to this Series
Instrument as Exhibit B (the "Standard Administrative Services Agreement Terms,"
together with this Administrative Services Agreement, collectively, the
"Administrative Services Agreement").

     NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party hereby agrees as follows:

                                    ARTICLE 1

          Section 1.1   INCORPORATION BY REFERENCE. All terms, provisions and
agreements of the Standard Administrative Services Agreement Terms (except to
the extent expressly modified herein) are hereby incorporated herein by
reference with the same force and effect as though fully set forth herein. To
the extent that the terms set forth in Article 2 of this Administrative Services
Agreement are inconsistent with the terms of the Standard Administrative
Services Agreement Terms, the terms set forth in Article 2 herein shall apply.

          Section 1.2   DEFINITIONS. "Series Instrument" means the Series
Instrument in which this Administrative Services Agreement is included as Part
B. All capitalized terms not otherwise defined in this Administrative Services
Agreement shall have the meanings set forth in the Standard Administrative
Services Agreement Terms.

                                    ARTICLE 2

          Section 2.1   COMPENSATION. The Administrator shall be entitled to
receive the fees specified in the Administrator Service Fee Schedule, which is
attached as Annex C to this Series Instrument.

          Section 2.2   ADDITIONAL TERMS. None.

                                        3


          Section 2.3   SERIES INSTRUMENT; EXECUTION AND INCORPORATION OF TERMS.
The parties to this Administrative Services Agreement will enter into this
Administrative Services Agreement by executing this Series Instrument.

          By executing this Series Instrument, Wilmington Trust Company (the
"Delaware Trustee"), on behalf of the Trust, and the Administrator hereby agree
that this Administrative Services Agreement will constitute a legal, valid and
binding agreement between the Trust and the Administrator.

          All terms relating to the Trust or the Notes not otherwise included in
this Administrative Services Agreement will be as specified in this Series
Instrument or Pricing Supplement as indicated herein.

          Section 2.4   COUNTERPARTS. This Administrative Services Agreement,
through this Series Instrument, may be executed in any number of counterparts,
each of which counterparts shall be deemed to be an original, and all of which
counterparts shall constitute but one and the same instrument.

          Section 2.5   THIRD PARTY BENEFICIARY. The parties hereto acknowledge
that the Delaware Trustee shall be an express third party beneficiary to this
Administrative Services Agreement, entitled in its own name and on its own
behalf to enforce the provisions hereof against the Trust and the Administrator
with respect to obligations owed to the Delaware Trustee by either the Trust or
the Administrator; provided, however, that such right shall be valid only for so
long as the Delaware Trustee has any outstanding obligations or potential
obligations under the Trust Agreement.

                                        4


                                     PART C
                         SUPPORT AND EXPENSES AGREEMENT

     This SUPPORT AND EXPENSES AGREEMENT, dated as of the date of the Pricing
Supplement attached to this Series Instrument as Annex A (the "Pricing
Supplement"), is entered into between Allstate Life Insurance Company, an
Illinois stock life insurance company ("Allstate Life") and the Allstate Life
Global Funding Trust specified in this Series Instrument (the "Trust").

                              W I T N E S S E T H:

     WHEREAS, in consideration of the Service Providers providing services to
the Trust in connection with the Program and pursuant to the agreements and
other documents contained in this Series Instrument and the Closing Instrument
to be executed for the Trust, under which the Service Providers will have
certain duties and obligations, Allstate Life hereby agrees to the following
compensation arrangements and terms of indemnity; and

     WHEREAS, the parties hereto desire to incorporate by reference the Standard
Support and Expenses Agreement Terms attached to this Series Instrument as
Exhibit C (the "Standard Support and Expenses Agreement Terms," together with
this Support and Expenses Agreement, collectively, the "Support and Expenses
Agreement").

     NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party hereby agrees as follows:

                                    ARTICLE 1

          Section 1.1   INCORPORATION BY REFERENCE. All terms, provisions and
agreements of the Standard Support and Expenses Agreement Terms (except to the
extent expressly modified herein) are hereby incorporated herein by reference
with the same force and effect as though fully set forth herein. To the extent
that the terms set forth in Article 2 of this Support and Expenses Agreement are
inconsistent with the terms of the Standard Support and Expenses Agreement
Terms, the terms set forth in Article 2 herein shall apply.

          Section 1.2   DEFINITIONS. "Series Instrument" means the Series
Instrument in which this Support and Expenses Agreement is included as Part C.
All capitalized terms not otherwise defined in this Support and Expenses
Agreement shall have the meanings set forth in the Standard Support and Expenses
Agreement Terms.

                                    ARTICLE 2

          Section 2.1   ADDITIONAL TERMS. None.

          Section 2.2   SERIES INSTRUMENT; EXECUTION AND INCORPORATION OF TERMS.
The parties to this Support and Expenses Agreement will enter into this Support
and Expenses Agreement by executing this Series Instrument.

                                        5


          By executing this Series Instrument, each party hereto agrees that
this Support and Expenses Agreement will constitute a legal, valid and binding
agreement by and among such parties.

          All terms relating to the Trust or the Notes not otherwise included in
this Support and Expenses Agreement will be as specified in this Series
Instrument or Pricing Supplement as indicated herein.

          Section 2.3   COUNTERPARTS. This Support and Expenses Agreement,
through this Series Instrument, may be executed in any number of counterparts,
each of which counterparts shall be deemed to be an original, and all of which
counterparts shall constitute but one and the same instrument.

                                        6


                                     PART D
                            NAME LICENSING AGREEMENT

     This NAME LICENSING AGREEMENT, dated as of the date of the Pricing
Supplement attached to this Series Instrument as Annex A (the "Pricing
Supplement"), is entered into between Allstate Insurance Company (the
"Licensor"), an Illinois stock life insurance company, and the Allstate Life
Global Funding Trust specified in this Series Instrument (the "Licensee").

                              W I T N E S S E T H:

     WHEREAS, Licensor is the owner of certain tradenames, trademarks and
service marks and registrations and pending applications therefor, and may
acquire additional tradenames, trademarks and service marks in the future
(collectively, "Licensor's Marks");

     WHEREAS, Licensee desires to use certain of Licensor's Marks and use
Allstate Life as part of its company name;

     WHEREAS, Licensor and Licensee wish to formalize the agreement between them
regarding Licensee's use of Licensor's Marks; and

     WHEREAS, the parties hereto desire to incorporate by reference those
certain Standard Name Licensing Agreement Terms attached to this Series
Instrument as Exhibit D (the "Standard Name Licensing Agreement Terms," together
with this Name Licensing Agreement, collectively, the "Name Licensing
Agreement").

     NOW, THEREFORE, in consideration of the mutual promises set forth in this
Name Licensing Agreement and other good and valuable consideration, the
sufficiency and receipt of which is hereby acknowledged, the parties agree as
follows:

                                    ARTICLE 1

          Section 1.1   INCORPORATION BY REFERENCE. All terms, provisions and
agreements set forth in the Standard Name Licensing Agreement Terms (except to
the extent expressly modified herein) are hereby incorporated herein by
reference with the same force and effect as though fully set forth herein. To
the extent that the terms set forth in Article 2 of this Name Licensing
Agreement are inconsistent with the terms of the Standard Name Licensing
Agreement Terms, the terms set forth in Article 2 herein shall apply.

          Section 1.2   DEFINITIONS. "Series Instrument" means the Series
Instrument in which this Name Licensing Agreement is included as Part D. All
capitalized terms not otherwise defined in this Name Licensing Agreement shall
have the meanings set forth in the Standard Name Licensing Agreement Terms.

                                    ARTICLE 2

          Section 2.1   ADDITIONAL TERMS. None.

                                        7


          Section 2.2   SERIES INSTRUMENT; EXECUTION AND INCORPORATION OF TERMS.
The parties to this Name Licensing Agreement will enter into this Name Licensing
Agreement by executing this Series Instrument.

          By executing this Series Instrument, Licensor and the Licensee hereby
agree that this Name Licensing Agreement will constitute a legal, valid and
binding agreement between Licensor and the Licensee.

          All terms relating to the Trust or the Notes not otherwise included in
this Name Licensing Agreement will be as specified in this Series Instrument or
Pricing Supplement as indicated herein.

          Section 2.3   COUNTERPARTS. This Name Licensing Agreement, through
this Series Instrument, may be executed in any number of counterparts, each of
which counterparts shall be deemed to be an original, and all of which
counterparts shall constitute but one and the same instrument.

                                        8


                                     PART E
                                 TERMS AGREEMENT

     This TERMS AGREEMENT (the "Terms Agreement"), dated as of the date of the
Pricing Supplement attached to this Series Instrument as Annex A (the "Pricing
Supplement"), is entered into among each agent specified in the Pricing
Supplement (each, an "Agent"), Allstate Life Global Funding, a Delaware
statutory trust ("Global Funding") and the Allstate Life Global Funding Trust
specified in this Series Instrument (the "Trust").

                              W I T N E S S E T H:

     WHEREAS, all things necessary to make this Terms Agreement a valid and
legally binding agreement of the Trust, Global Funding and the other parties to
this Terms Agreement, enforceable in accordance with its terms, have been done,
and the Trust proposes to do all things necessary to make the notes referred to
in Section 1.4 below (the "Notes"), when executed by the Trust and authenticated
and delivered pursuant hereto and the Indenture to be set forth in Part A to the
Closing Instrument for the Trust, valid and legally binding obligations of the
Trust as hereinafter provided; and

     WHEREAS, the parties hereto desire to incorporate by reference the
Distribution Agreement attached to this Series Instrument as Exhibit E (the
"Distribution Agreement", together with this Terms Agreement, collectively, the
"Terms Agreement").

     NOW, THEREFORE, for and in consideration of the premises and the issuance
of the Notes by the Trust, it is mutually agreed by the parties hereto as
follows:

                                    ARTICLE 1

          Section 1.1   AGREEMENT TO BE BOUND. Global Funding, the Trust and
each Agent hereby agree to be bound by all of the terms, provisions and
agreements set forth herein, with respect to all matters contemplated herein,
including, without limitation, those relating to the issuance of the Notes.

          Section 1.2   INCORPORATION BY REFERENCE. All terms, provisions and
agreements set forth in the Distribution Agreement (except to the extent
expressly modified hereby) are hereby incorporated herein by reference (as if
fully set forth herein). Should any portion of the Distribution Agreement
conflict with the terms of this Terms Agreement, the terms of this Terms
Agreement shall prevail. References herein to Sections or Exhibits shall refer
respectively to the sections or exhibits of the Distribution Agreement, unless
otherwise expressly provided.

          Section 1.3   ADDITION OF TRUST AS PARTY TO DISTRIBUTION AGREEMENT.
Pursuant to the Distribution Agreement, each of the parties hereto acknowledges
and agrees that the Trust, upon execution hereof by the Trust, Global Funding
and the applicable Agent(s), shall become an "Issuing Trust" for purposes of the
Distribution Agreement in accordance with the terms thereof, in respect of the
Notes, with all the authority, rights, powers, duties and obligations of an
"Issuing Trust" under the Distribution Agreement. The Trust confirms that any
agreement, covenant, acknowledgment, representation or warranty under the
Distribution Agreement applicable to the Trust is made by the Trust at the date
hereof, unless another time or times are

                                        9


specified in the Distribution Agreement, in which case such agreement, covenant,
acknowledgment, representation or warranty shall be deemed to be confirmed by
the Trust at such specified time or times.

          Section 1.4   DESIGNATION OF THE TRUST AND THE NOTES. The Trust
referred to in this Terms Agreement is the Allstate Life Global Funding Trust
specified in this Series Instrument. The Notes issued by the Trust pursuant to
the Terms Agreement shall be the notes specified in the Pricing Supplement.

          Section 1.5   ADDITIONAL TERMS. None.

          Section 1.6   DEFINITIONS. "Series Instrument" means the Series
Instrument in which this Terms Agreement is included as Part E. All capitalized
terms not otherwise defined in this Terms Agreement shall have the meanings set
forth in the Distribution Agreement.

                                    ARTICLE 2

          Section 2.1   PURCHASE/SOLICITATION OF PURCHASES OF NOTES.

          (1)    If specified in the Pricing Supplement, the Notes are being
purchased by the Agent(s) as principal. If the Notes are to be purchased by the
Agent(s) as principal, the Agent(s) specified in the Pricing Supplement
[severally and not jointly] agree to purchase the Notes having the terms and in
the amounts specified in the Pricing Supplement.

          (2)    If specified in the Pricing Supplement, the Agent(s) will be
acting as agent. If the Agent(s) are to solicit the purchase of the Notes acting
as agents, the Agent(s) will solicit the purchase of Notes pursuant to Section
1(d) of the Distribution Agreement.

          Section 2.2   FUNDING AGREEMENT. On the Original Issue Date set forth
in the Pricing Supplement, Global Funding will assign absolutely to, and deposit
into, the Trust the Funding Agreement(s) identified by number in the Pricing
Supplement.

          Section 2.3   DEALER NOTICE INFORMATION. As specified in Annex D to
this Series Instrument.

                                    ARTICLE 3

          Section 3.1   SERIES INSTRUMENT; EXECUTION AND INCORPORATION OF TERMS.
The parties to this Terms Agreement will enter into this Terms Agreement by
executing this Series Instrument.

          By executing this Series Instrument, each party hereto agrees that
this Terms Agreement will constitute a legal, valid and binding agreement by and
among the Trust, Allstate Life Global Funding and the Agents specified in the
Pricing Supplement.

          All terms relating to the Trust or the Notes not otherwise included in
this Terms Agreement will be as specified in this Series Instrument or Pricing
Supplement as indicated herein.

                                       10


          Section 3.2   COUNTERPARTS. This Terms Agreement, through this Series
Instrument, may be executed in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.

                                       11


                                     PART F
                             COORDINATION AGREEMENT

     This COORDINATION AGREEMENT, dated as of the date of the Pricing Supplement
attached to this Series Instrument as Annex A (the "Pricing Supplement"), is
entered into among Allstate Life Insurance Company ("Allstate Life"), Allstate
Life Global Funding ("Global Funding"), the Allstate Life Global Funding Trust
specified in this Series Instrument (the "Trust") and J.P. Morgan Trust Company,
National Association (the "Indenture Trustee").

                              W I T N E S S E T H:

     WHEREAS, the Trust intends to issue the Notes specified in the Pricing
Supplement (the "Notes") in accordance with the Indenture to be set forth in
Part A to the Closing Instrument for the Trust (the "Indenture");

     WHEREAS, the Agent(s) have agreed to sell the Notes in accordance with the
Registration Statement;

     WHEREAS, the Trust intends to purchase the Funding Note issued by Global
Funding and dated as of the Original Issue Date specified in the Pricing
Supplement (the "Funding Note") with the net proceeds from the sale of the
Notes;

     WHEREAS, Global Funding intends to sell the Funding Note to the Trust and
use the proceeds therefrom to purchase the Funding Agreement(s) described in the
Pricing Supplement (the "Funding Agreement(s)") from Allstate Life;

     WHEREAS, Allstate Life intends to sell the Funding Agreement(s) to Global
Funding in consideration for the proceeds Global Funding receives from the sale
of the Funding Note;

     WHEREAS, Global Funding intends to immediately assign absolutely to, and
deposit into, the Trust the Funding Agreement(s), and the Funding Note will be
surrendered;

     WHEREAS, the Trust intends to issue the Notes and to collaterally assign
the Funding Agreement(s) to the Indenture Trustee to secure payment of the
Notes; and

     WHEREAS, the Trust intends to grant a first priority perfected security
interest to the Indenture Trustee.

     NOW, THEREFORE, to give effect to the agreements and arrangements
established under the Terms Agreement set forth in Part E of this Series
Instrument, the Trust Agreement set forth in Part A of this Series Instrument,
the Indenture, and the Notes, and in consideration of the agreements and
obligations set forth herein and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, each party hereby agrees as
follows:

                                       12


                                    ARTICLE 1
                            PURCHASE OF FUNDING NOTE

     The Trust hereby agrees to purchase the Funding Note from Global Funding
with the net proceeds from the sale of the Notes. Global Funding hereby agrees
to sell the Funding Note to the Trust in consideration for the net proceeds from
the sale of the Notes.

                                    ARTICLE 2
                        PURCHASE OF FUNDING AGREEMENT(S)

     Allstate Life hereby agrees to sell the Funding Agreement(s) to Global
Funding in consideration for the proceeds Global Funding receives from the sale
of the Funding Note. Global Funding hereby agrees to immediately purchase the
Funding Agreement(s) with the proceeds Global Funding receives from the sale of
the Funding Note.

                                    ARTICLE 3
                          SALE OF FUNDING AGREEMENT(S);
                          CANCELLATION OF FUNDING NOTE

     Global Funding hereby agrees to assign absolutely and deposit the Funding
Agreement(s) to the Trust, and the Funding Note will be surrendered. The Trust
hereby agrees to accept the Funding Agreement(s) from Global Funding in
consideration for the Trust's surrender of the Funding Note. The Funding Note
shall be cancelled by Global Funding immediately upon such surrender, [and such
cancellation shall operate as a redemption of, and satisfaction of indebtedness
represented by, the Funding Note.]

                                    ARTICLE 4
                      DELIVERY OF THE FUNDING AGREEMENT(S)

     Global Funding, the Trust and the Indenture Trustee hereby appoint the
Chicago, Illinois office of the Indenture Trustee to act as custodian for the
Funding Agreement(s) (the "Collateral Custodian") in connection with (i) the
sale of the Funding Agreement(s) by Allstate Life to Global Funding pursuant to
Article 2 above, (ii) the sale and deposit of the Funding Agreement(s) by Global
Funding to the Trust pursuant to Article 3 above, (iii) the collateral
assignment of the Funding Agreement(s) by the Trust to the Indenture Trustee and
(iv) any subsequent permitted transfer of the Funding Agreement(s) by the
Indenture Trustee, and in such capacity to accept and hold in its physical
custody the Funding Agreement(s) in the State of Illinois until such time when
the Indenture Trustee notifies the Collateral Custodian in writing to the
contrary, in connection with the release of the Funding Agreement(s) in
accordance with the terms of the Indenture or upon the occurrence and during the
continuation of an Event of Default (as defined in the Standard Indenture Terms
to be attached as Exhibit A to the Closing Instrument for the Trust) whereupon
such physical custody and possession of the Funding Agreement(s) will be
transferred to the Indenture Trustee or another person in the manner directed by
the Indenture Trustee. The Indenture Trustee, acting through its Chicago,
Illinois office, hereby accepts such appointment and agrees to perform all of
its obligations in its capacity as Collateral Custodian for the Funding
Agreement(s).

                                       13


                                    ARTICLE 5
                           PERIODIC PAYMENTS; MATURITY

          Section 5.1   DIRECTIONS REGARDING PERIODIC PAYMENTS. As registered
owner of the Funding Agreement(s) as collateral securing payments on the Notes,
the Indenture Trustee will receive payments on the Funding Agreement(s) on
behalf of the Trust. The Trust hereby directs the Indenture Trustee to use such
funds to make payments on behalf of the Trust pursuant to the Trust Agreement
and the Indenture.

          Section 5.2   AMENDMENT TO DIRECTIONS.

                 (a)    The Trust may, at any time and at its sole discretion,
amend the directions set forth in Section 5.1 in accordance with the Trust
Agreement and the Indenture.

                 (b)    Any notice to a payor of the change in identity of any
payee or the appointment of any successor payee, which notice is acknowledged by
the Trust, shall be deemed to be an amendment to these directions which replaces
such new payee for the payee named in these directions.

          Section 5.3   MATURITY OF THE FUNDING AGREEMENT(S). Upon the maturity
of the Funding Agreement(s) and the return of funds thereunder, the Trust hereby
directs the Indenture Trustee to set aside from such funds an amount sufficient
for the repayment of the outstanding principal on the Notes when due.

                                    ARTICLE 6
                                  MISCELLANEOUS

          Section 6.1   NO ADDITIONAL LIABILITY. Nothing in this Coordination
Agreement shall impose any liability or obligation on the part of any party to
this Coordination Agreement to make any payment or disbursement in addition to
any liability or obligation such party has under the other documents related to
Global Funding's debt issuance program (the "Program Documents"), except to the
extent that a party has actually received funds which it is obligated to
disburse pursuant to this Coordination Agreement.

          Section 6.2   NO CONFLICT. This Coordination Agreement is intended to
be in furtherance of the agreements reflected in the documents related to the
Program Documents, and not in conflict. To the extent that a provision of this
Coordination Agreement conflicts with the provisions of one or more Program
Documents, the provisions of such documents shall govern.

          Section 6.3   GOVERNING LAW. This Coordination Agreement shall be
governed by and construed in accordance with the laws of the State of New York
without regard to the principles of conflicts of laws thereof.

          Section 6.4   DEFINITIONS. "Series Instrument" means the Series
Instrument in which this Coordination Agreement is included as Part F. All
capitalized terms not otherwise defined in this Coordination Agreement shall
have the meanings set forth in the Distribution Agreement.

                                       14


          Section 6.5   SEVERABILITY. If any provision of this Coordination
Agreement shall be invalid, illegal or unenforceable, such provisions shall be
deemed severable from the remaining provisions of this Coordination Agreement
and shall in no way affect the validity or enforceability of such other
provisions of this Coordination Agreement.

          Section 6.6   COUNTERPARTS. This Coordination Agreement, through this
Series Instrument, may be executed in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.

          Section 6.7   NOTICES. All demands, notices and communications under
this Coordination Agreement shall be in writing and shall be deemed to have been
duly given upon receipt at the addresses set forth below:

     if to Allstate Life, at

     Allstate Life Insurance Company
     3100 Sanders Road
     Northbrook, IL 60062
     Attention: Secretary


     if to Global Funding, at

     Allstate Life Global Funding
     c/o AMACAR Pacific Corp.
     6525 Morrison Boulevard, Suite 318
     Charlotte, NC 28211
     Attention: President


     if to the Trust, at

     Allstate Life Global Funding Trust
     c/o AMACAR Pacific Corp.
     6525 Morrison Boulevard, Suite 318
     Charlotte, NC 28211
     Attention: President


     if to the Indenture Trustee, at

     J.P. Morgan Trust Company, National Association
     201 North Central Avenue
     Phoenix, AZ 85004
     Attention: Global Corporate Trust Services Division

                                       15


or at such other address as shall be designated by any such party in a written
notice to the other parties.

                                       16


                                     PART G
                        MISCELLANEOUS AND EXECUTION PAGES

     This Series Instrument may be executed by each of the parties hereto in any
number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument. Facsimile signatures shall be deemed original
signatures.

     Each signatory, by its execution hereof, does hereby become a party to, or
executes, each of the agreements and certificates identified below for such
signatory as of the date specified in such agreements and certificates.

     It is expressly understood and agreed by the parties that (a) Wilmington
Trust Company (the "Delaware Trustee") is hereby instructed by Global Funding
and the Trust to execute this Series Instrument on their behalf, (b) this
Series Instrument is executed and delivered by the Delaware Trustee, not
individually or personally, but solely as Delaware Trustee, in the exercise
of the powers and authority conferred and vested in it, pursuant to the Trust
Agreement set forth in Part A herein (the "Trust Agreement"), (c) each of the
representations, undertakings and agreements made on the part of the Trust in
this Series Instrument is made and intended not as personal representations,
undertakings and agreements by the Delaware Trustee but is made and intended
for the purpose of binding only the Trust, (d) nothing contained herein shall
be construed as creating any liability on the Delaware Trustee individually
or personally, to perform any covenant either expressed or implied contained
herein, all such liability, if any, being expressly waived by the parties
hereto and by any person claiming by, through or under the parties hereto,
and (e) under no circumstances shall the Delaware Trustee be personally
liable for the payment of any indebtedness or expenses of the Trust or be
liable for any breach or failure of any obligation, representation, warranty
or covenant to be made or undertaken by the Trust under the Indenture to be
set forth in Part A to the Closing Instrument for the Trust or any other
related documents; provided, however, that such waiver shall not affect the
liability of the Delaware Trustee (or any entity acting as successor or
additional trustee) to any person under any other agreement to the extent
expressly agreed to in its individual capacity under the Trust Agreement.

     IN WITNESS WHEREOF, the undersigned have executed this Series Instrument.


                            ALLSTATE INSURANCE COMPANY (for purposes of
                            the Name Licensing Agreement set forth in Part D
                            herein)

                            By:
                                 -----------------------------------------------
                                 Name:
                                 Title:

                                       17


                            ALLSTATE LIFE INSURANCE COMPANY (for purposes
                            of (i) the Support and Expenses Agreement set forth
                            in Part C herein and (ii) the Coordination
                            Agreement set forth in Part F herein)

                            By:
                                 -----------------------------------------------
                                 Name:
                                 Title:


                            ALLSTATE LIFE GLOBAL FUNDING (for purposes of
                            (i) the Trust Agreement set forth in Part A herein,
                            (ii) the Terms Agreement set forth in Part E herein
                            and (iii) the Coordination Agreement set forth in
                            Part F herein)

                            By:  Wilmington Trust Company, solely in its
                                 capacity as Delaware Trustee

                            By:
                                 -----------------------------------------------
                                 Name:
                                 Title:


                            THE ALLSTATE LIFE GLOBAL FUNDING TRUST
                            SPECIFIED ABOVE (for purposes of (i) the
                            Administrative Services Agreement set forth in Part
                            B herein, (ii) the Support and Expenses Agreement
                            set forth in Part C herein, (iii) the Name Licensing
                            Agreement set forth in Part D herein, (iv) the Terms
                            Agreement set forth in Part E herein and (v) the
                            Coordination Agreement set forth in Part F herein)

                            By:  Wilmington Trust Company, solely in its
                                 capacity as Delaware Trustee

                            By:
                                 -----------------------------------------------
                                 Name:
                                 Title:

                                       18


                            WILMINGTON TRUST COMPANY (for purposes of the
                            Trust Agreement set forth in Part A herein as
                            Delaware Trustee)

                            By:
                                 -----------------------------------------------
                                 Name:
                                 Title:


                            J.P. MORGAN TRUST COMPANY, NATIONAL
                            ASSOCIATION (for purposes of the Coordination
                            Agreement set forth in Part F herein)

                            By:
                                 -----------------------------------------------
                                 Name:
                                 Title:


                            AMACAR Pacific Corp. (for purposes of (i) the
                            Trust Agreement set forth in Part A herein and (ii)
                            the Administrative Services Agreement set forth in
                            Part B herein as Administrator)

                            By:
                                 -----------------------------------------------
                                 Name:
                                 Title:


                            [MERRILL LYNCH, PIERCE, FENNER & SMITH
                            INCORPORATED] (for purposes of the Terms
                            Agreement set forth in Part E herein)

                            By:
                                 -----------------------------------------------
                                 Name:
                                 Title:

                                       19


                                    EXHIBIT A

                         STANDARD TRUST AGREEMENT TERMS

                                       A-1


                                    EXHIBIT B

                STANDARD ADMINISTRATIVE SERVICES AGREEMENT TERMS

                                       B-1


                                    EXHIBIT C

                  STANDARD SUPPORT AND EXPENSES AGREEMENT TERMS

                                       C-1


                                    EXHIBIT D

                     STANDARD NAME LICENSING AGREEMENT TERMS

                                       D-1


                                    EXHIBIT E

                             DISTRIBUTION AGREEMENT

                                       E-1


                                    EXHIBIT F

                              CERTIFICATE OF TRUST

                                       F-1


                                     ANNEX A

                               PRICING SUPPLEMENT

           [PRICING SUPPLEMENT FOR SECURED MEDIUM TERM NOTES PROGRAM]

                        Filed pursuant to Rule 424(b)( )
                      Registration Statement No. 333-112249
                   Pricing Supplement No.__ Dated ______, 200_
                      (To Prospectus dated _____, 2004, and
                    Prospectus Supplement dated _____, 2004)
                                 CUSIP: ________

                                 [ALLSTATE LOGO]

                          ALLSTATE LIFE GLOBAL FUNDING
                            SECURED MEDIUM TERM NOTES
                                 ISSUED THROUGH
         ALLSTATE LIFE GLOBAL FUNDING TRUST [    ] - [  ] (THE "TRUST")

     The description in this pricing supplement of the particular terms of the
Secured Medium Term Notes offered hereby supplements the description of the
general terms and provisions of the notes set forth in the accompanying
prospectus and prospectus supplement, to which reference is hereby made.

                                               
Principal Amount:                                 Agent(s) Discount:

Issue Price:                                      Original Issue Date:

Net Proceeds to the Trust:                        Stated Maturity Date:

Funding Agreement Number(s):                      Funding Note Number:

Specified Currency:                               Trust Expiration Date:

Interest Payment Dates:                           Depositary:

Initial Interest Payment Date:

Regular Record Date:                              [15 calendar days prior to the Interest Payment Date]

Type of Interest Rate:                            / / Fixed Rate / / Floating Rate

Fixed Rate Notes:                                 / / Yes / / No. If, Yes,

Interest Rate:

Floating Rate Notes:                              / / Yes / / No. If, Yes,

Regular Floating Rate Notes:                      / / Yes / / No. If, Yes,
   Interest Rate:
   Interest Rate Basis(es):

Floating Rate/Fixed Rate Note:                    / / Yes / / No. If, Yes,
   Floating Interest Rate:





                                      A-A-1


                                              
   Interest Rate Basis(es):
   Fixed Interest Rate:
   Fixed Rate Commencement Date:

Inverse Floating Rate Note:                      / / Yes / / No. If, Yes,
   Fixed Interest Rate:
   Floating Interest Rate:
   Interest Rate Basis(es):

Initial Interest Rate*, if any:

Initial Interest Reset Date:

Interest Rate Basis(es). Check all that apply:
   / / CD Rate                                    / / Commercial Paper Rate
   / / CMT Rate                                   / / Eleventh District Cost of Funds Rate
   / / LIBOR                                      / / Federal Funds Rate
   / / EURIBOR                                    / / Treasury Rate
   / / Prime Rate                                 / / Other (See Attached)

   If LIBOR:

   / / LIBOR Reuters Page                         / / LIBOR Moneyline Telerate Page

   LIBOR Currency:

   If CMT Rate:
       Designated CMT Telerate Page:
       If 7052:                                       / / Weekly Average
                                                      / / Monthly Average
       Designated CMT Maturity Index:

   Index Maturity:

   Spread (+/-):

   Spread Multiplier:

   Interest Reset Date(s):

   Interest Rate Determination Date(s):

   Maximum Interest Rate, if any:

   Minimum Interest Rate, if any;






- ----------
* From the Original Issue Date to the Initial Interest Payment Date, the Initial
Interest Rate shall be deemed to be:

                                            
   / / CD Rate                                    / / Commercial Paper Rate
   / / CMT Rate                                   / / Eleventh District Cost of Funds Rate
   / / LIBOR                                      / / Federal Funds Rate
   / / EURIBOR                                    / / Treasury Rate
   / / Prime Rate                                 / / Other (See Attached)


   


                                      A-A-2


                                                
   Calculation Agent:                                 [J.P. Morgan Trust Company, National
                                                      Association]

   Exchange Rate Agent:


   


Computation of Interest (not applicable unless different than as specified in
the prospectus and prospectus supplement):

Day Count Convention (not applicable unless different than as specified in the
prospectus and prospectus supplement):

                                               
Amortizing Note:                                  / / Yes / / No. If, Yes,
   Amortizing Schedule:
   Additional/Other Terms:

Discount Note:                                    / / Yes / / No. If, Yes,
   Total Amount of Discount:
   Initial Accrual Period of Discount:
   Additional/Other Terms:

Redemption Provisions:                            / / Yes / / No. If, Yes,
   Initial Redemption Date:
   Initial Redemption Percentage:
   Annual Redemption Percentage Reduction
      (if any):
   Redemption:                                    / / In whole only and not in part
                                                  / / May be in whole or in part
   Additional/Other Terms:

Repayment:                                        / / Yes / / No. If, Yes,
   Repayment Date(s):
   Repayment Price:
   Repayment:                                     / / In whole only and not in part
                                                  / / May be in whole or in part

   Additional/Other Terms:





Sinking Fund (not applicable unless specified):

Additional Amounts to be Paid for Withholding Tax (not applicable unless
specified):

                                               
Securities Exchange Listing:                      / / Yes / / No. If Yes, Name of Exchange:________

Authorized Denominations:                         [$1,000]





Ratings:

   The Notes issued under the Program are rated _____ by Standard & Poor's
   ("S&P"). Allstate Life anticipates Moody's Investors Service, Inc.
   ("Moody's") to rate the Notes ____ at the Original Issue Date.

                                      A-A-3


                                               
Agent(s) Purchasing Notes as Principal:           / / Yes / / No. If Yes,

Agent(s)                                          Principal Amount

   Total:                                         ______________________________

Agent(s) Acting as Agent:                         / / Yes / / No. If Yes,

Agent(s)                                          Principal Amount

   Total:                                         ______________________________

Additional/Other Terms:

Special Tax Considerations:





                                      A-A-4


                             [PRICING SUPPLEMENT FOR
                    ALLSTATE LIFE(SM) CORENOTES(SM) PROGRAM]

                        Filed pursuant to Rule 424(b)( )
                      Registration Statement No. 333-112249
                  Pricing Supplement No. __ Dated ______, 200_
                      (To Prospectus dated _____, 2004, and
                    Prospectus Supplement dated _____, 2004)
                                 CUSIP: ________

                                 [ALLSTATE LOGO]

                          ALLSTATE LIFE GLOBAL FUNDING
                                 ISSUED THROUGH
         ALLSTATE LIFE GLOBAL FUNDING TRUST [    ] - [  ] (THE "TRUST")

     The description in this pricing supplement of the particular terms of the
Allstate Life(SM) CoreNotes(SM) offered hereby supplements the description of
the general terms and provisions of the notes set forth in the accompanying
prospectus and prospectus supplement, to which reference is hereby made.

                                               
Principal Amount:                                 Agent(s) Discount:

Issue Price:                                      Original Issue Date:

Net Proceeds to the Trust:                        Stated Maturity Date:

Funding Agreement Number(s):                      Funding Note Number:

Interest Payment Dates:                           Trust Expiration Date:

Initial Interest Payment Date:                    Depositary:

Regular Record Date:                              [15 calendar days prior to the Interest Payment Date]

Type of Interest Rate:                            / / Fixed Rate  / / Floating Rate

Fixed Rate Notes:                                 / / Yes / / No. If, Yes,

Interest Rate:

Floating Rate Notes:                              / / Yes / / No. If, Yes,

Regular Floating Rate Notes:                      / / Yes / / No. If, Yes,
   Interest Rate:
   Interest Rate Basis(es):

Floating Rate/Fixed Rate Note:                    / / Yes / / No. If, Yes,
   Floating Interest Rate:
   Interest Rate Basis(es):
   Fixed Interest Rate:
   Fixed Rate Commencement Date:





- ----------
"Allstate Life(SM)" is a registered servicemark of Allstate Insurance Company.
"CoreNotes(SM)" is a servicemark of Merrill Lynch & Co., Inc.

                                      A-A-5


Initial Interest Rate*, if any:

Initial Interest Reset Date:

                                               
Interest Rate Basis(es).  Check all that apply:
   / / CD Rate                                        / / CMT Rate
   / / Commercial Paper Rate                          / / LIBOR
   / / Treasury Rate                                  / / Prime Rate
   / / Federal Funds Rate                             / / Other (See Attached)

   If LIBOR:

   / / LIBOR Reuters Page                             / / LIBOR Moneyline Telerate Page

   LIBOR Currency:

   If CMT Rate:
       Designated CMT Telerate Page:
       If 7052:                                           / / Weekly Average
                                                          / / Monthly Average
       Designated CMT Maturity Index:

   Index Maturity:

   Spread (+/-):

   Spread Multiplier:

   Interest Reset Date(s):

   Interest Rate Determination Date(s):

   Maximum Interest Rate, if any:

   Minimum Interest Rate, if any;

Calculation Agent:                                [J.P. Morgan Trust Company, National Association]





Computation of Interest (not applicable unless different than as specified in
the prospectus and prospectus supplement):

Day Count Convention (not applicable unless different than as specified in the
prospectus and prospectus supplement):


- ----------
* From the Original Issue Date to the Initial Interest Payment Date, the Initial
Interest Rate shall be deemed to be:

                                                
   / / CD Rate                                        / / CMT Rate
   / / Commercial Paper Rate                          / / LIBOR
   / / Treasury Rate                                  / / Prime Rate
   / / Federal Funds Rate                             / / Other (See Attached)


   


                                      A-A-6


                                               
Discount Note:                                    / / Yes / / No. If, Yes,
   Total Amount of Discount:
   Initial Accrual Period of Discount:
   Additional/Other Terms:

Terms of Survivor's Option:
   Annual Put Limitation:                             / / $2,000,000 or 2%; or
                                                      / / $_______ or __%
   Individual Put Limitation:                         / / $250,000; or
                                                      / / $_______
   Trust Put Limitation:                              / / ______

Redemption Provisions:                            / / Yes / / No. If, Yes,
   Initial Redemption Date:
   Redemption:                                        / / In whole only and not in part
                                                      / / May be in whole or in part
   Additional Other Terms:

Sinking Fund (not applicable unless specified):

Securities Exchange Listing:                      / / Yes / / No. If Yes, Name of Exchange:______

Authorized Denominations:                         [$1,000]

Ratings:





   The Notes issued under the Program are rated _____ by Standard & Poor's
   ("S&P"). Allstate Life anticipates Moody's Investors Service, Inc.
   ("Moody's") to rate the Notes ___ at the Original Issue Date.

                                               
Agent(s) Purchasing Notes as Principal:           / / Yes  / / No. If Yes,

Agent(s)                                          Principal Amount

   Total:                                         ______________________________

Agent(s) Acting as Agent:                         / / Yes / / No.  If Yes,

Agent(s)                                          Principal Amount

   Total:                                         ______________________________

Additional/Other Terms:

Special Tax Considerations:





                                      A-A-7


                                     ANNEX B

                      DELAWARE TRUSTEE SERVICE FEE SCHEDULE

                                      A-B-1


                                     ANNEX C

                       ADMINISTRATOR SERVICE FEE SCHEDULE

                                      A-C-1


                                     ANNEX D

                            DEALER NOTICE INFORMATION

                                      A-D-1




                                                                    EXHIBIT 4.14


================================================================================

                           FORM OF CLOSING INSTRUMENT

================================================================================



                                TABLE OF CONTENTS




                                                                                                            Page
                                                                                                        
PART A       INDENTURE.........................................................................................1
PART B       FUNDING NOTE INDENTURE............................................................................3
PART C       TRANSFER OF FUNDING AGREEMENT(S) TO THE TRUST.....................................................5
PART D       ACKNOWLEDGEMENT OF FUNDING AGREEMENT(S) TRANSFER TO THE TRUST.....................................6
PART E       ASSIGNMENT OF FUNDING AGREEMENT(S) TO THE INDENTURE TRUSTEE.......................................7
PART F       ACKNOWLEDGEMENT OF FUNDING AGREEMENT(S) ASSIGNMENT TO THE INDENTURE TRUSTEE.......................8
PART G       CERTIFICATE REGARDING CUSTODY OF FUNDING AGREEMENT(S).............................................9
PART H       INSTRUCTIONS OF THE TRUST........................................................................10
PART I       ACKNOWLEDGEMENT OF INDENTURE TRUSTEE CONCERNING THE NOTE CERTIFICATE.............................11
PART J       CERTIFICATE OF INDENTURE TRUSTEE CONCERNING THE FUNDING AGREEMENT(S).............................12
PART K       CERTIFICATE OF GLOBAL FUNDING PURSUANT TO SECTION 6(C) OF THE DISTRIBUTION AGREEMENT.............13
PART L       OFFICER'S CERTIFICATE OF ALLSTATE LIFE INSURANCE COMPANY PURSUANT TO SECTION 6(D)
             OF THE DISTRIBUTION AGREEMENT....................................................................14
PART M       SECRETARY'S CERTIFICATE OF ALLSTATE LIFE INSURANCE COMPANY.......................................15
PART N       CERTIFICATE OF INDENTURE TRUSTEE CONCERNING CORPORATE MATTERS....................................19
PART O       CERTIFICATE OF AMACAR PACIFIC CORP...............................................................21
PART P       CROSS-RECEIPT BETWEEN THE TRUST AND THE AGENT(S).................................................27
PART Q       CROSS-RECEIPT BETWEEN THE TRUST AND GLOBAL FUNDING...............................................28
PART R       CROSS-RECEIPT BETWEEN GLOBAL FUNDING AND ALLSTATE LIFE...........................................29
PART S       CROSS-RECEIPT BETWEEN GLOBAL FUNDING AND THE TRUST...............................................30
PART T       MISCELLANEOUS AND EXECUTION PAGES................................................................31

EXHIBIT A    STANDARD INDENTURE TERMS........................................................................A-1
EXHIBIT B    STANDARD FUNDING NOTE INDENTURE TERMS...........................................................B-1
EXHIBIT C    FUNDING AGREEMENT(S)............................................................................C-1
EXHIBIT D    UCC-1 FINANCING STATEMENT.......................................................................D-1

ANNEX A      INDENTURE TRUSTEE SERVICE FEE SCHEDULE........................................................A-A-1



                                        i


     WHEREAS, the parties named herein desire to enter into certain documents
relating to the issuance by Allstate Life Global Funding Trust [   ] - [ ] (the
"Trust") of Notes to investors under Allstate Life Global Funding's ("Global
Funding") secured medium term notes program;

     WHEREAS, the Notes will be issued pursuant to the Indenture (set forth in
Part A herein), dated as of the Original Issue Date specified in the Pricing
Supplement (the "Original Issue Date"), between the parties thereto indicated in
Part T herein;

     WHEREAS, the Funding Note will be issued pursuant to the Funding Note
Indenture (set forth in Part B herein), dated as of the Original Issue Date,
between the parties thereto indicated in Part T herein;

     WHEREAS, certain arrangements relating to the transfer of the Funding
Agreement(s) by Global Funding to the Trust are set forth in the Transfer of
Funding Agreement(s) to the Trust (set forth in Part C herein), dated as of the
Original Issue Date, among the parties thereto indicated in Part T herein;

     WHEREAS, certain arrangements relating to Allstate Life Insurance Company's
("Allstate Life") acknowledgement of the transfer of the Funding Agreement(s)
from Global Funding to the Trust are set forth in the Acknowledgement of Funding
Agreement(s) Transfer to the Trust (set forth in Part D herein), dated as of the
Original Issue Date, among the parties thereto indicated in Part T herein;

     WHEREAS, certain arrangements relating to the assignment of the Funding
Agreement(s) by the Trust to the Indenture Trustee are set forth in the
Assignment of Funding Agreement(s) to the Indenture Trustee (set forth in Part E
herein), dated as of the Original Issue Date, among the parties thereto
indicated in Part T herein;

     WHEREAS, certain arrangements relating to Allstate Life's acknowledgement
of the assignment of the Funding Agreement(s) from the Trust to the Indenture
Trustee are set forth in the Acknowledgement of Funding Agreement(s) Assignment
to the Indenture Trustee (set forth in Part F herein), dated as of the Original
Issue Date, among the parties thereto indicated in Part T herein;

     WHEREAS, certain certifications of the Indenture Trustee concerning custody
of the Funding Agreement(s) are set forth in the Certificate Regarding Custody
of the Funding Agreement(s) (set forth in Part G herein), dated as of the
Original Issue Date;

     WHEREAS, certain instructions of the Trust relating to the authentication,
registration, acceptance and retention of the certificate(s) representing the
Notes are set forth in the Instructions of the Trust (set forth in Part H
herein), dated as of the Original Issue Date, between the parties thereto
indicated in Part T herein;

     WHEREAS, certain arrangements relating to Allstate Life's acknowledgement
of the receipt, authentication, acceptance and retention of the certificate(s)
representing the Notes are set forth in the Acknowledgment of Indenture Trustee
Concerning the Note Certificate (set forth in Part I herein), dated as of the
Original Issue Date;

                                       ii


     WHEREAS, certain arrangements relating to the Indenture Trustee's
acknowledgement of the receipt and retention of the Funding Agreement(s) are set
forth in the Certificate of Indenture Trustee Concerning the Funding
Agreement(s) (set forth in Part J herein), dated as of the Original Issue Date;

     WHEREAS, certain certifications of Global Funding pursuant to the
Distribution Agreement are set forth in the Certificate of Global Funding
Pursuant to Section 6(c) of the Distribution Agreement (set forth in Part K
herein), dated as of the Original Issue Date;

     WHEREAS, certain certifications of Allstate Life pursuant to the
Distribution Agreement are set forth in the Officer's Certificate of Allstate
Life Insurance Company Pursuant to Section 6(d) of the Distribution Agreement
(set forth in Part L herein), dated as of the Original Issue Date;

     WHEREAS, certain certifications of the Secretary of Allstate Life are set
forth in the Secretary's Certificate of Allstate Life Insurance Company (set
forth in Part M herein), dated as of the Original Issue Date;

     WHEREAS, certain certifications of the Indenture Trustee concerning
corporate matters are set forth in the Certificate of Indenture Trustee
Concerning Corporate Matters (set forth in Part N herein), dated as of the
Original Issue Date;

     WHEREAS, certain certifications of AMACAR Pacific Corp. are set forth in
the Certificate of AMACAR Pacific Corp. (set forth in Part O herein), dated as
of the Original Issue Date;

     WHEREAS, the acknowledgments of the cross-receipt between the Trust and the
Agent(s) are set forth in the Cross-Receipt between the Trust and the Agent(s)
(set forth in Part P herein), dated as of the Original Issue Date;

     WHEREAS, the acknowledgments of the cross-receipt between the Trust and
Global Funding are set forth in the Cross-Receipt between the Trust and Global
Funding (set forth in Part Q herein), dated as of the Original Issue Date;

     WHEREAS, the acknowledgments of the cross-receipt between Global Funding
and Allstate Life are set forth in the Cross-Receipt between Global Funding and
Allstate Life (set forth in Part R herein), dated as of the Original Issue Date;
and

     WHEREAS, the acknowledgments of the cross-receipt between Global Funding
and the Trust are set forth in the Cross-Receipt between Global Funding and the
Trust (set forth in Part S herein), dated as of the Original Issue Date.

     All capitalized terms used in the above recitals and not otherwise defined
will have the meanings set forth in the Standard Indenture Terms attached to
this Closing Instrument as Exhibit A.

                                       iii


                                     PART A
                                    INDENTURE

     This INDENTURE (the "Indenture") is entered into as of the Original Issue
Date specified in the Pricing Supplement attached to the Series Instrument for
the Trust as Annex A (the "Pricing Supplement"), between the Allstate Life
Global Funding Trust specified in this Closing Instrument (the "Trust") and J.P.
Morgan Trust Company, National Association, as indenture trustee (the "Indenture
Trustee").

     J.P. Morgan Trust Company, National Association in its capacity as
Indenture Trustee, hereby accepts its role as Registrar, Paying Agent and
Calculation Agent hereunder.

     References herein to "Indenture Trustee," "Registrar," "Paying Agent" or
"Calculation Agent" shall include the permitted successors and assigns of any
such entity from time to time.

                              W I T N E S S E T H:

     WHEREAS, the Trust has duly authorized the execution and delivery of this
Indenture to provide for the issuance of the secured notes referred to in
Section 2.2 below (the "Notes");

     WHEREAS, all things necessary to make this Indenture a valid and legally
binding agreement of the Trust and the other parties to this Indenture,
enforceable in accordance with its terms, have been done, and the Trust proposes
to do all things necessary to make the Notes, when executed by the Trust and
authenticated and delivered pursuant hereto, valid and legally binding
obligations of the Trust as hereinafter provided; and

     WHEREAS, the parties hereto desire to incorporate by reference those
certain Standard Indenture Terms attached to this Closing Instrument as Exhibit
A (the "Standard Indenture Terms," together with this Indenture, collectively,
the "Indenture").

     NOW, THEREFORE, for and in consideration of the premises and the purchase
of the Notes by the Holders thereof, it is mutually covenanted and agreed by the
parties hereto as follows:

                                    ARTICLE 1

          Section 1.1      INCORPORATION BY REFERENCE. All terms, provisions and
agreements set forth in the Standard Indenture Terms (except to the extent
expressly modified hereby) are hereby incorporated herein by reference (as if
fully set forth herein). Should any portion of the Standard Indenture Terms
conflict with the terms of this Indenture, the terms of this Indenture shall
prevail. References herein to Articles, Sections or Exhibits shall refer
respectively to the articles, sections or exhibits of the Standard Indenture
Terms, unless otherwise expressly provided.

          Section 1.2      DEFINITIONS. "Closing Instrument" means the Closing
Instrument in which this Indenture is included as Part A. All capitalized terms
not otherwise defined in this Indenture shall have the meanings set forth in the
Standard Indenture Terms.

                                        1


                                    ARTICLE 2

          Section 2.1      AGREEMENT TO BE BOUND. Each of the Trust, the
Indenture Trustee, the Registrar, the Paying Agent and the Calculation Agent
hereby agrees to be bound by all of the terms, provisions and agreements set
forth herein, with respect to all matters contemplated herein, including,
without limitation, those relating to the issuance of the Notes.

          Section 2.2      DESIGNATION OF THE TRUST AND THE NOTES. The Trust
referred to in this Indenture is the Allstate Life Global Funding Trust
specified in this Closing Instrument. The Notes issued by the Trust and governed
by this Indenture shall be the Notes specified in the Pricing Supplement.

          Section 2.3      COMPENSATION. The Indenture Trustee shall be entitled
to receive the fees specified in the Indenture Trustee Service Fee Schedule,
which is attached as Annex A to this Closing Instrument.

          Section 2.4      ADDITIONAL TERMS.  None.

          Section 2.5      CLOSING INSTRUMENT; EXECUTION AND INCORPORATION OF
TERMS. The parties to this Indenture will enter into this Indenture by executing
this Closing Instrument.

          By executing the signature page thereto, the Indenture Trustee and the
Trust hereby agree that this Indenture will constitute a legal, valid and
binding agreement between the Indenture Trustee and the Trust.

          All terms relating to the Trust or the Notes not otherwise included in
this Indenture will be as specified in this Closing Instrument or the Pricing
Supplement, as indicated herein.

          Section 2.6      COUNTERPARTS. This Indenture, through this Closing
Instrument, may be executed in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute one and the same instrument.

                                        2


                                     PART B
                             FUNDING NOTE INDENTURE

     This FUNDING NOTE INDENTURE (the "Funding Note Indenture") is entered into
as of the Original Issue Date specified in the Pricing Supplement attached to
the Series Instrument for the Trust as Annex A (the "Pricing Supplement"),
between Allstate Life Global Funding ("Global Funding") and J.P. Morgan Trust
Company, National Association, as funding note indenture trustee (the "Funding
Note Indenture Trustee").

     J.P. Morgan Trust Company, National Association in its capacity as Funding
Note Indenture Trustee, hereby accepts its role as Registrar, Paying Agent and
Calculation Agent hereunder.

     References herein to "Funding Note Indenture Trustee," "Registrar," "Paying
Agent" or "Calculation Agent" shall include the permitted successors and assigns
of any such entity from time to time.

                              W I T N E S S E T H:

     WHEREAS, Global Funding has duly authorized the execution and delivery of
this Funding Note Indenture to provide for the issuance of the funding note
referred to in Section 2.2 below (the "Funding Note");

     WHEREAS, all things necessary to make this Funding Note Indenture a valid
and legally binding agreement of Global Funding and the other parties to this
Funding Note Indenture, enforceable in accordance with its terms, have been
done, and Global Funding proposes to do all things necessary to make the Funding
Note, when executed by Global Funding and authenticated and delivered pursuant
hereto, valid and legally binding obligations of Global Funding as hereinafter
provided; and

     WHEREAS, the parties hereto desire to incorporate by reference those
certain Standard Funding Note Indenture Terms attached to this Closing
Instrument as Exhibit B (the "Standard Funding Note Indenture Terms," together
with this Funding Note Indenture, collectively, the "Funding Note Indenture").

     NOW, THEREFORE, for and in consideration of the premises and the purchase
of the Funding Note by the Holder thereof, it is mutually covenanted and agreed
by the parties hereto as follows:

                                    ARTICLE 1

          Section 1.1      INCORPORATION BY REFERENCE. All terms, provisions and
agreements set forth in the Standard Funding Note Indenture Terms (except to the
extent expressly modified hereby) are hereby incorporated herein by reference
(as if fully set forth herein). Should any portion of the Standard Funding Note
Indenture Terms conflict with the terms of this Funding Note Indenture, the
terms of this Funding Note Indenture shall prevail. References herein to
Articles, Sections or Exhibits shall refer respectively to the articles,
sections or exhibits of the Standard Funding Note Indenture Terms, unless
otherwise expressly provided.

                                        3


          Section 1.2      DEFINITIONS. "Closing Instrument" means the Closing
Instrument in which this Funding Note Indenture is included as Part B. All
capitalized terms not otherwise defined in this Funding Note Indenture shall
have the meanings set forth in the Standard Funding Note Indenture Terms.

                                    ARTICLE 2

          Section 2.1      AGREEMENT TO BE BOUND. Each of Global Funding, the
Funding Note Indenture Trustee, the Registrar, the Paying Agent and the
Calculation Agent hereby agrees to be bound by all of the terms, provisions and
agreements set forth herein, with respect to all matters contemplated herein,
including, without limitation, those relating to the issuance of the Funding
Note.

          Section 2.2      DESIGNATION OF THE FUNDING NOTE. The Funding Note
issued by Global Funding and governed by this Funding Note Indenture shall be
the Funding Note specified in the Pricing Supplement.

          Section 2.3      ADDITIONAL TERMS. None.

          Section 2.4      CLOSING INSTRUMENT; EXECUTION AND INCORPORATION OF
TERMS. The parties to this Funding Note Indenture will enter into this Funding
Note Indenture by executing this Closing Instrument.

          By executing the signature page thereto, the Funding Note Indenture
Trustee and Global Funding hereby agree that this Funding Note Indenture will
constitute a legal, valid and binding agreement between the Funding Note
Indenture Trustee and Global Funding.

          All terms relating to Global Funding or the Funding Note not otherwise
included in this Funding Note Indenture will be as specified in this Closing
Instrument or the Pricing Supplement, as indicated herein.

          Section 2.5      COUNTERPARTS. This Funding Note Indenture, through
this Closing Instrument, may be executed in any number of counterparts, each of
which counterparts shall be deemed to be an original, and all of which
counterparts shall constitute one and the same instrument.

                                        4


                                     PART C
                  TRANSFER OF FUNDING AGREEMENT(S) TO THE TRUST

     With respect to (a) the Coordination Agreement among Allstate Life
Insurance Company ("Allstate Life"), Allstate Life Global Funding ("Global
Funding"), the Allstate Life Global Funding Trust specified in this Closing
Instrument (the "Trust") and J.P. Morgan Trust Company, National Association,
set forth in Part F of the Series Instrument for the Trust and (b) the Terms
Agreement set forth in Part E of the Series Instrument for the Trust, Global
Funding hereby transfers, as of the Original Issue Date specified in the Pricing
Supplement attached to the Series Instrument for the Trust as Annex A, to the
Trust all of its rights and interests of every nature as the Owner (as defined
in the Funding Agreement(s)) under the Funding Agreement(s), attached as Exhibit
C to this Closing Instrument. Global Funding hereby notifies Allstate Life of
the transfer of the Funding Agreement(s) to the Trust effected hereby and
requests that Allstate Life consent to such transfer, and Allstate Life hereby
gives consent to such transfer.

     Each of Global Funding, the Trust and Allstate Life hereby agrees that,
upon giving effect to the transfer described above (the "Transfer"), the Trust
shall be a party to and the "Owner" under the Funding Agreement(s) and shall be
the transferee of the rights and interests of Global Funding under the Funding
Agreement(s).

     Each of Global Funding, the Trust and Allstate Life hereby agrees that the
Transfer shall not be effective until the conditions precedent to transfer set
forth in Section 5 of the Funding Agreement(s) (other than the giving by
Allstate Life of its consent to this Transfer) have been complied with by Global
Funding, the Trust and Allstate Life, as the case may be. Each of Global Funding
and the Trust hereby undertakes to take all actions necessary to comply with
such conditions, and Allstate Life hereby affirms that it will promptly change
its books and records to reflect the Transfer upon receipt of documents required
under the Funding Agreement(s).

     The Transfer and this letter shall be governed by, and shall be construed
and enforced in accordance with, the laws of the State of New York, without
regard to conflicts of laws principles, and shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
assigns.

     All capitalized terms not otherwise defined herein shall have the meanings
set forth in the Coordination Agreement set forth in Part F of the Series
Instrument for the Trust.

                                        5


                                     PART D
                ACKNOWLEDGEMENT OF FUNDING AGREEMENT(S) TRANSFER
                                  TO THE TRUST

     With respect to the Transfer of Funding Agreement(s) to the Trust, set
forth in Part C of this Closing Instrument (the "Transfer"), between Allstate
Life Global Funding ("Global Funding") and the Allstate Life Global Funding
Trust specified in this Closing Instrument (the "Funding Agreement Buyer"), and
acknowledged by Allstate Life Insurance Company ("Allstate Life") regarding the
transfer of the Funding Agreement(s), attached as Exhibit C to this Closing
Instrument (the "Funding Agreement(s)"), dated as of the Original Issue Date
identified in the Pricing Supplement attached as Annex A to the Series
Instrument for the Trust, and in order to induce the Funding Agreement Buyer to
purchase the Funding Agreement(s), Allstate Life hereby (a) represents and
warrants to Global Funding and the Funding Agreement Buyer that (i) it has
changed its books and records to reflect each transfer as required by Section 5
of the Funding Agreement(s), (ii) all other conditions precedent to the
transfers set forth in Section 5 of the Funding Agreement(s) have been satisfied
and (iii) no person or entity other than the Funding Agreement Buyer or Allstate
Life Global Funding has been shown on Allstate Life's books and records as the
owner of or as having any interest in the Funding Agreement(s) and (b) covenants
and agrees with Global Funding and the Funding Agreement Buyer that it will not
hereafter (i) consent to the transfer or assignment of the Funding Agreement(s)
to any person or entity other than the Funding Agreement Buyer and the Indenture
Trustee or (ii) change its books or records to show any person or entity other
than the Indenture Trustee as the owner of or as having any interest in the
Funding Agreement(s), except in each case pursuant to written instructions from
the Funding Agreement Buyer and the Indenture Trustee or its successors.

     Allstate Life hereby also represents that Allstate Life did not receive any
notice of any adverse claim prior to (a) its acknowledgment and consent to the
Transfer or (b) taking the actions under Section 5 of the Funding Agreement(s)
to effect the Transfer.

     This agreement shall be governed by, and shall be construed and enforced in
accordance with, the laws of the State of New York, without regard to conflicts
of laws principles, and shall be binding upon, and shall inure to the benefit
of, the parties hereto and their respective successors and assigns.

     All capitalized terms not otherwise defined herein shall have the meanings
set forth in the Coordination Agreement set forth in Part F of the Series
Instrument for the Trust.

                                        6


                                     PART E
                       ASSIGNMENT OF FUNDING AGREEMENT(S)
                            TO THE INDENTURE TRUSTEE

     With respect to (a) the Indenture set forth in Part A of this Closing
Instrument (the "Indenture") between the Allstate Life Global Funding Trust
specified in this Closing Instrument (the "Trust") and J.P. Morgan Trust
Company, National Association, as trustee (the "Indenture Trustee") and (b) the
Terms Agreement set forth in Part E of the Series Instrument for the Trust and
in furtherance of the grant to the Indenture Trustee for the benefit and
security of the holders of the Notes, the Trust hereby assigns, as of the
Original Issue Date specified in the Pricing Supplement attached to the Series
Instrument for the Trust as Annex A, to the Indenture Trustee all of its rights
and interests of every nature as the Owner (as defined in the Funding
Agreement(s)) under the Funding Agreement(s), attached as Exhibit C to this
Closing Instrument. The Trust hereby notifies Allstate Life Insurance Company
("Allstate Life") of the assignment of the Funding Agreement(s) to the Indenture
Trustee effected hereby and requests that Allstate Life consent to such
assignment, and Allstate Life hereby gives consent to such assignment.

     Each of the Trust, the Indenture Trustee and Allstate Life hereby agrees
that, upon giving effect to the assignment described above (the "Assignment"),
the Indenture Trustee shall be a party to and the "Owner" under the Funding
Agreement(s) and shall be the assignee of the rights and interests of the Trust
under the Funding Agreement(s).

     The Indenture Trustee hereby represents and covenants that the Funding
Agreement(s) will be held by the Indenture Trustee at its offices in Chicago,
Illinois.

     Each of the Trust, the Indenture Trustee and Allstate Life hereby agrees
that the Assignment shall not be effective until the conditions precedent to
assignment set forth in Section 5 of the Funding Agreement(s) (other than the
giving by Allstate Life of its consent to this Assignment) have been complied
with by the Trust, the Indenture Trustee and Allstate Life, as the case may be.
Each of the Trust and the Indenture Trustee hereby undertakes to take all
actions necessary to comply with such conditions, and Allstate Life hereby
affirms that it will promptly change its books and records to reflect the
Assignment upon receipt of documents required under the Funding Agreement(s).

     The Assignment and this letter shall be governed by, and shall be construed
and enforced in accordance with, the laws of the State of New York, without
regard to conflicts of laws principles, and shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
assigns.

     All capitalized terms not otherwise defined herein shall have the meanings
set forth in the Coordination Agreement set forth in Part F of the Series
Instrument for the Trust.

                                        7


                                     PART F
               ACKNOWLEDGEMENT OF FUNDING AGREEMENT(S) ASSIGNMENT
                            TO THE INDENTURE TRUSTEE

     With respect to the Assignment of Funding Agreement(s) to the Indenture
Trustee, set forth in Part E of this Closing Instrument (the "Assignment"),
between the Allstate Life Global Funding Trust specified in this Closing
Instrument (the "Funding Agreement Buyer") and J.P. Morgan Trust Company,
National Association (the "Indenture Trustee"), and acknowledged by Allstate
Life Insurance Company ("Allstate Life") regarding the assignment of the Funding
Agreement(s), attached as Exhibit C to this Closing Instrument (the "Funding
Agreement(s)"), dated as of the Original Issue Date identified in the Pricing
Supplement attached as Annex A to the Series Instrument for the Trust, and in
order to induce the Funding Agreement Buyer to purchase the Funding
Agreement(s), and the Indenture Trustee to accept the Funding Agreement(s) as
security for the Funding Agreement Buyer's obligations under the Notes, Allstate
Life hereby (a) represents and warrants to the Funding Agreement Buyer and the
Indenture Trustee that (i) it has changed its books and records to reflect each
assignment as required by Section 5 of the Funding Agreement(s), (ii) all other
conditions precedent to the assignments set forth in Section 5 of the Funding
Agreement(s) have been satisfied and (iii) no person or entity other than the
Funding Agreement Buyer, Allstate Life Global Funding or the Indenture Trustee
has been, and no person or entity other than the Indenture Trustee is, shown on
Allstate Life's books and records as the owner of or as having any interest in
the Funding Agreement(s), (b) covenants and agrees with the Funding Agreement
Buyer and the Indenture Trustee that it will not hereafter (i) consent to the
transfer or assignment of the Funding Agreement(s) to any person or entity other
than the Funding Agreement Buyer and the Indenture Trustee or (ii) change its
books or records to show any person or entity other than the Indenture Trustee
as the owner of or as having any interest in the Funding Agreement(s), except in
each case pursuant to written instructions from the Funding Agreement Buyer and
the Indenture Trustee or its successors and (c) covenants and agrees with the
Funding Agreement Buyer and the Indenture Trustee to (i) consent to any request
by the Indenture Trustee to transfer or assign the Funding Agreement(s) to any
person or entity, (ii) change its books or records to reflect any such transfer
or assignment and (iii) take such other action as may be required on its part to
cause the conditions precedent for such a transfer or assignment contained in
Section 5 of the Funding Agreement(s) to be satisfied with respect to such
transfer or assignment.

     Allstate Life hereby also represents that Allstate Life did not receive any
notice of any adverse claim prior to (a) its acknowledgment and consent to the
Assignment or (b) taking the actions under Section 5 of the Funding Agreement(s)
to effect the Assignment.

     This agreement shall be governed by, and shall be construed and enforced in
accordance with, the laws of the State of New York, without regard to conflicts
of laws principles, and shall be binding upon, and shall inure to the benefit
of, the parties hereto and their respective successors and assigns.

     All capitalized terms not otherwise defined herein shall have the meanings
set forth in the Coordination Agreement set forth in Part F of the Series
Instrument for the Trust.

                                        8


                                     PART G
              CERTIFICATE REGARDING CUSTODY OF FUNDING AGREEMENT(S)

     Reference is hereby made to (i) the Indenture set forth in Part A of this
Closing Instrument and (ii) the Coordination Agreement set forth in Part F of
the Series Instrument for the Trust (the "Coordination Agreement"). Capitalized
terms used in this Certificate and not otherwise defined have the meanings
ascribed in the Coordination Agreement.

     In connection with (i) Funding Agreement(s) attached to this Closing
Instrument as Exhibit C (the "Funding Agreement(s)"), issued by Allstate Life
Insurance Company ("Allstate Life") and (ii) the Assignment of Funding
Agreement(s) to the Indenture Trustee set forth in Part E of this Closing
Instrument, the Collateral Custodian hereby represents that:

     (1) it is holding the Funding Agreement(s) in custody and the Funding
Agreement(s) are in its possession at: J.P. Morgan Trust Company, National
Association, 1 Bank One Plaza, Mail Code IL1-0481, Chicago, Illinois 60670; and

     (2) it has no claim against Global Funding or the Trust with respect to the
Funding Agreement(s) and, to the best of its knowledge, all liens, if any, on
the Funding Agreement(s) in favor of Global Funding or the Trust have been
satisfied.

                                       9


                                     PART H
                            INSTRUCTIONS OF THE TRUST

     Reference is hereby made to the Indenture set forth in Part A of this
Closing Instrument (the "Indenture") between the Allstate Life Global Funding
Trust specified in this Closing Instrument (the "Trust") and J.P. Morgan Trust
Company, National Association, as Paying Agent, Registrar and Indenture Trustee
(the "Indenture Trustee"). All capitalized terms not otherwise defined herein
shall have the meanings set forth in the Standard Indenture Terms attached to
this Closing Instrument as Exhibit A.

     The Trust herewith delivers to the Indenture Trustee, or has caused to be
delivered to the Indenture Trustee, pursuant to the Indenture, each Note
Certificate representing the Notes (each, a "Note Certificate"), bearing the
CUSIP No. identified in the Pricing Supplement attached as Annex A to the Series
Instrument for the Trust (the "Pricing Supplement"), having an initial Principal
Amount identified in the Pricing Supplement.

     The Trust hereby instructs the Indenture Trustee to (i) authenticate each
Note Certificate, (ii) register the Notes represented by each Note Certificate
in the name of the Depositary identified on the Pricing Supplement (the
"Depositary"), (iii) accept the deposit of each Note Certificate and hold in
safe custody each Note Certificate as custodian or common depositary for the
Depositary, and (iv) take all such other reasonable action as may be required to
give effect to the foregoing.

     The Trust hereby further directs the Indenture Trustee to deposit the Net
Proceeds to the Trust (as identified in the Pricing Supplement) in respect of
the Notes to:

     [         ] Bank, Chicago
     Illinois ABA # [         ]
     Credit: [             ]
     Account # [           ]: Allstate Life Global Funding
     Contract # [          ]

or such other account as may be specified to the Indenture Trustee by or on
behalf of the Trust.

                                       10

                                     PART I
                      ACKNOWLEDGEMENT OF INDENTURE TRUSTEE
                         CONCERNING THE NOTE CERTIFICATE

     J.P. Morgan Trust Company, National Association, as Paying Agent, Registrar
and Indenture Trustee, certifies, as of the Original Issue Date identified in
the Pricing Supplement attached as Annex A to the Series Instrument for the
Trust (the "Pricing Supplement"), the following:

     1.   it has received each Note Certificate; and

     2.   (a) it has duly authenticated each Note Certificate (b) if applicable,
registered the Notes represented by each Note Certificate in the name of the
Depositary, (c) it has accepted the deposit and will hold in safe custody each
Note Certificate as custodian or common depositary for the Depositary and (d) it
will take all such other reasonable action as may be required to give effect to
the foregoing.

In connection with the above issue, it also hereby confirms that, by order of
the Agent(s) identified in the Pricing Supplement, it has made the following
irrevocable payment instruction:

     Payment Date:                        Original Issue Date identified in the
                                          Pricing Supplement

     Amount:                              Net Proceeds to the Trust identified
                                          in the Pricing Supplement

     Payment to:                          Account specified in Part H of this
                                          Closing Instrument

All capitalized terms not otherwise defined herein shall have the meanings set
forth in Part H of this Closing Instrument.

                                       11


                                     PART J
                   CERTIFICATE OF INDENTURE TRUSTEE CONCERNING
                            THE FUNDING AGREEMENT(S)

     Reference is hereby made to the Indenture set forth in Part A of this
Closing Instrument (the "Indenture") between the Allstate Life Global Funding
Trust specified in this Closing Instrument (the "Trust") and J.P. Morgan Trust
Company, National Association, as indenture trustee (the "Indenture Trustee").

     In connection with (i) the Funding Agreement(s) attached as Exhibit C to
this Closing Instrument (the "Funding Agreement(s)") and (ii) the Assignment of
Funding Agreement(s) to the Indenture Trustee set forth in Part E of this
Closing Instrument, the Indenture Trustee hereby represents that it has received
delivery of the Funding Agreement(s) and is holding such Funding Agreement(s)
for the benefit and security of the holders of the Notes specified in the
Pricing Supplement attached as Annex A to the Series Instrument for the Trust
and that the Funding Agreement(s) is/are in the possession of the Indenture
Trustee at the address below:

     J.P. Morgan Trust Company, National Association
     1 Bank One Plaza
     Mail Code IL1-0481
     Chicago, IL  60670

or such other location in the State of Illinois as may be specified to the Trust
by the Indenture Trustee.

                                       12


                                     PART K
                                   CERTIFICATE
                                OF GLOBAL FUNDING
                            PURSUANT TO SECTION 6(C)
                          OF THE DISTRIBUTION AGREEMENT

     Allstate Life Global Funding, a statutory trust organized under the laws
of the State of Delaware ("Global Funding"), does hereby certify to each
Agent identified in the Pricing Supplement attached as Annex A to the Series
Instrument for the Allstate Life Global Funding Trust specified in this
Closing Instrument (the "Trust"), pursuant to Section 6(c) of the
Distribution Agreement attached as Exhibit E to the Series Instrument for the
Trust (the "Distribution Agreement") that, as of the Original Issue Date (as
specified in the Pricing Supplement attached to the Series Instrument for the
Trust as Annex A, the "Original Issue Date"):

     1.   the representations and warranties of Global Funding and, if
applicable, the Trust in the Distribution Agreement are true and correct on and
as of the Original Issue Date and Global Funding and, if applicable, the Trust
have complied with all agreements and satisfied all the conditions on its part
to be performed or satisfied at or prior to the Original Issue Date;

     2.   no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or, to Global Funding's knowledge, threatened; and

     3.   since the date of the Prospectus there has occurred no event required
to be set forth in an amendment or supplement to the Registration Statement or
Prospectus, and there has been no document required to be filed under the 1933
Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations which,
upon filing, would be deemed to be incorporated by reference in the Prospectus
which has not been so filed.

All capitalized terms not otherwise defined herein shall have the meanings set
forth in the Distribution Agreement.

                                       13


                                     PART L
                              OFFICER'S CERTIFICATE
                       OF ALLSTATE LIFE INSURANCE COMPANY
                            PURSUANT TO SECTION 6(D)
                          OF THE DISTRIBUTION AGREEMENT

     The signatory identified in Part T of this Closing Instrument (the
"Officer"), a duly elected officer of Allstate Life Insurance Company, an
Illinois insurance company ("Allstate Life"), does hereby certify to each Agent
identified in the Pricing Supplement attached as Annex A to the Series
Instrument for the Allstate Life Global Funding Trust specified in this Closing
Instrument (the "Trust"), in such capacity and on behalf of Allstate Life,
pursuant to Section 6(d) of the Distribution Agreement attached as Exhibit E to
the Series Instrument for the Trust (the "Distribution Agreement") that, to the
knowledge of the Officer based upon reasonable investigation, as of the Original
Issue Date specified in the Pricing Supplement attached to the Series Instrument
for the Trust as Annex A:

     1.   no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or, to Allstate Life's knowledge, threatened;

     2.   since the date of the Prospectus there has occurred no event required
to be set forth in an amendment or supplement to the Registration Statement or
Prospectus, and there has been no document required to be filed under the 1933
Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations which,
upon filing, would be deemed to be incorporated by reference in the Prospectus
which has not been so filed; and

     3.   nothing has come to the attention of Allstate Life that would cause it
to believe that the priority status of the Funding Agreement(s) under Section
5/205 of the Illinois Insurance Code has been adversely modified since the date
of the last delivery of the opinion issued by Lord, Bissell & Brook,
substantially in the form of Exhibit C to the Distribution Agreement.

All capitalized terms not otherwise defined herein shall have the meanings set
forth in the Distribution Agreement.

                                       14


                                     PART M
                           SECRETARY'S CERTIFICATE OF
                         ALLSTATE LIFE INSURANCE COMPANY

     The signatory identified in Part T of this Closing Instrument, the duly
elected Secretary of Allstate Life Insurance Company, an Illinois insurance
company ("Allstate Life"), does hereby certify as of the Original Issue Date (as
specified in the Pricing Supplement attached to the Series Instrument for the
Trust as Annex A, the "Original Issue Date") that:

     1.   Attached hereto as Annex A is a true, complete and correct copy of the
Articles of Amendment to the Articles of Incorporation of Allstate Life as
amended to date and as in full force and effect on the Original Issue Date;
since [December 29, 1999], no action has been taken by Allstate Life or any
officers, directors or shareholders of Allstate Life to effect or authorize any
amendment thereto;

     2.   Attached hereto as Annex B is a true, complete and correct copy of the
By-Laws of Allstate Life as amended to the Original Issue Date and as in full
force and effect on the Original Issue Date;

     3.   Attached hereto as Annex C is a true, complete and correct copy of the
resolutions of the Board of Directors of Allstate Life duly adopted on November
20, 2003 and such resolutions have not been amended, modified, annulled or
revoked, and are in full force and effect on the Original Issue Date; and

     4.   Each of the following individuals have been duly elected or appointed
to the position of Allstate Life shown opposite each of their names along with a
true specimen of each of their respective signatures:




NAME                   TITLE                             SIGNATURE
- ----                   -----                             ---------
                                                   
Casey J. Sylla         President
                                                         ----------------------------

Michael J. Velotta     Senior Vice President,
                       General Counsel and Secretary
                                                         ----------------------------

Sarah R. Donahue       Assistant Vice President
                                                         ----------------------------



                                       15


                                                             EXHIBIT A TO PART M


                                       16


                                                             EXHIBIT B TO PART M

                                       17


                                                             EXHIBIT C TO PART M

                                       18


                                     PART N
          CERTIFICATE OF INDENTURE TRUSTEE CONCERNING CORPORATE MATTERS

     Reference is made to the Indenture set forth in Part A of this Closing
Instrument (the "Indenture") between the Allstate Life Global Funding Trust
specified in this Closing Instrument (the "Trust") and J.P. Morgan Trust
Company, National Association, as indenture trustee (the "Indenture Trustee")
entered into in connection with the issuance of the secured medium term notes of
the Trust (the "Notes"), and to the Coordination Agreement set forth in Part F
of the Series Instrument for the Trust (the "Coordination Agreement") between
the Trust and the Indenture Trustee. All capitalized terms not otherwise defined
herein shall have the meanings set forth in the Standard Indenture Terms
attached as Exhibit A to this Closing Instrument (the "Standard Indenture
Terms").

     1.   Each of the Indenture and the Coordination Agreement has been duly
executed and delivered on behalf of the Indenture Trustee by an authorized
officer of the Indenture Trustee.

     2.   Each person who, as an officer of the Indenture Trustee, signed the
Indenture or the Coordination Agreement, was duly elected or appointed,
qualified and acting as such officer at the respective time of the signing and
delivery thereof and was duly authorized to sign such document on behalf of the
Indenture Trustee, and the signature of each such person is the genuine
signature of such officer.

     3.   Each person who, as an officer of the Indenture Trustee, authenticated
certificates representing the Notes issued under the Indenture was at the time
of such authentication and is now a duly elected or appointed officer of the
Indenture Trustee authorized and empowered so to act and the signature of each
such person appearing on any such certificate is genuine. The Indenture Trustee
has examined the form of Notes certificate so authenticated and delivered and
has found the same to be in substantially the form called for by the Indenture.

     4.   Attached hereto as Exhibit A is a true, correct and complete copy of
an extract of the bylaws of the Indenture Trustee evidencing the authority of
certain officers of the Indenture Trustee to sign indentures and authenticate
certificates representing securities, which bylaws are in effect at the Original
Issue Date specified in the Pricing Supplement attached to the Series Instrument
for the Trust as Annex A and at all times since December 3, 2001.

     5.   The Indenture Trustee is eligible to act as Indenture Trustee under
Section 6.7 of the Standard Indenture Terms.

                                       19


                                                             EXHIBIT A TO PART N


                 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

                               EXTRACT OF BY-LAWS

                       As amended through December 3, 2001


Section 8.2. EXECUTION OF INSTRUMENTS. All agreements, indentures, mortgages,
deeds, conveyances, transfers, certificates, declarations, receipts, discharges,
releases, satisfactions, settlements, petitions, schedules, accounts,
affidavits, bonds, undertakings, proxies and other instruments or documents may
be signed, executed, acknowledged, verified, delivered or accepted on behalf of
the Association by the Chairperson or Co-Chairpersons of the board, or the
President, or any Vice Chairperson, or any Managing Director, or any Vice
President, or any Assistant Vice President, or the Chief Financial Officer, or
the Controller, or the Secretary, or the Cashier, or, if in connection with the
provision of fiduciary, corporate trust, escrow or agency services, by any of
those officers or by any Trust Officer or any Assistant Trust Officer. Any such
instruments may also be executed, acknowledged, verified, delivered or accepted
on behalf of the Association in such other manner and by such other officers or
other persons as the board may from time to time direct. The provisions of this
Section 8.2 are supplementary to any other provision of these by-laws.

                                       20


                                     PART O
                       CERTIFICATE OF AMACAR PACIFIC CORP.

     The signatory identified in Part T of this Closing Instrument, the duly
appointed Secretary of AMACAR Pacific Corp., a Delaware corporation ("AMACAR"),
does hereby certify as of the Original Issue Date identified in the Pricing
Supplement attached as Annex A to the Series Instrument for the Trust (the
"Original Issue Date") that:

     1.   Each of the persons named on Exhibit A hereto has been duly elected or
appointed and is duly qualified as an officer of AMACAR on the Original Issue
Date, holding the office or offices set forth opposite his or her name, and the
signature set forth opposite his or her name is a specimen of his or her genuine
signature.

     2.   Attached hereto as Exhibit B is a true and correct copy of the
Certificate of Incorporation of AMACAR as in effect on the Original Issue Date.

     3.   Attached hereto as Exhibit C is a true and correct copy of the By-Laws
of AMACAR as in effect on the Original Issue Date.

     4.   Attached hereto as Exhibit D is a true and correct copy of a
resolution duly adopted by the Board of Directors of AMACAR at a meeting thereof
duly called and held on [         ], at which a quorum was present and acting
throughout. Such resolution has not been amended, modified, rescinded or revoked
and is in full force and effect on the Original Issue Date.

     5.   Attached hereto as Exhibit E is a true and correct copy of a
resolution duly adopted by the Board of Directors of AMACAR at a meeting thereof
duly called and held on [         ], at which a quorum was present and acting
throughout. Such resolution has not been amended, modified, rescinded or revoked
and is in full force and effect on the Original Issue Date.

     6.   AMACAR is a corporation existing and in good standing under the laws
of the State of Delaware.

     7.   There is no proceeding pending or, to the best of my knowledge,
threatened for the dissolution or liquidation of AMACAR.

All capitalized terms not otherwise defined herein shall have the meanings set
forth in the Administrative Services Agreement set forth in Part B to the Series
Instrument for the Trust.

                                       21


                                                             EXHIBIT A TO PART O




NAME               OFFICE           SIGNATURE
- ----               ------           ---------
                              

                                    --------------------------

                                    --------------------------

                                    --------------------------

                                    --------------------------

                                    --------------------------

                                    --------------------------

                                    --------------------------

                                    --------------------------

                                    --------------------------



                                       22


                                                             EXHIBIT B TO PART O

                                       23


                                                             EXHIBIT C TO PART O

                                       24


                                                             EXHIBIT D TO PART O

                                       25


                                                             EXHIBIT E TO PART O

                                       26


                                     PART P
                            CROSS-RECEIPT BETWEEN THE
                             TRUST AND THE AGENT(S)

     Reference is hereby made to the Terms Agreement set forth in Part E of the
Series Instrument for the Trust (the "Terms Agreement"). All capitalized terms
not otherwise defined herein shall have the meanings set forth in the Terms
Agreement.

     1.   The Trust hereby acknowledges receipt from the Agent(s) of immediately
available funds in the amount of the Net Proceeds to the Trust identified in the
Pricing Supplement attached as Annex A to the Series Instrument for the Trust,
representing payment in full of the Notes sold to the Agent(s) pursuant to the
Terms Agreement.

     2.   The Agent(s) hereby acknowledge(s) receipt from the Trust of the Notes
sold to the Agent(s) by the Trust pursuant to the Terms Agreement.

                                       27


                                     PART Q
                         CROSS-RECEIPT BETWEEN THE TRUST
                               AND GLOBAL FUNDING

     Reference is hereby made to the Coordination Agreement set forth in Part F
of the Series Instrument for the Trust (the "Coordination Agreement"). All
capitalized terms not otherwise defined herein shall have the meanings set forth
in the Coordination Agreement.

     1.   Global Funding hereby acknowledges receipt from the Trust of
immediately available funds in the amount of the Net Proceeds to the Trust
identified in the Pricing Supplement attached as Annex A to the Series
Instrument for the Trust, representing payment in full of the Funding Note sold
to the Trust pursuant to the Coordination Agreement.

     2.   The Trust hereby acknowledges receipt from Global Funding of the
Funding Note sold to the Trust pursuant to the Coordination Agreement.

                                       28


                                     PART R
                              CROSS-RECEIPT BETWEEN
                               GLOBAL FUNDING AND
                                  ALLSTATE LIFE

     Reference is hereby made to the Coordination Agreement set forth in Part F
of the Series Instrument for the Trust (the "Coordination Agreement"). All
capitalized terms not otherwise defined herein shall have the meanings set forth
in the Coordination Agreement.

     1.   Allstate Life hereby acknowledges receipt from Global Funding of
immediately available funds in the amount of the Net Proceeds to the Trust
identified in the Pricing Supplement attached as Annex A to the Series
Instrument for the Trust, representing payment in full of the Funding
Agreement(s) sold to Global Funding pursuant to the Coordination Agreement.

     2.   Global Funding hereby acknowledges receipt from Allstate Life of the
Funding Agreement(s) sold to Global Funding pursuant to the Coordination
Agreement.

                                       29


                                     PART S
                              CROSS-RECEIPT BETWEEN
                               GLOBAL FUNDING AND
                                    THE TRUST

     Reference is hereby made to the Coordination Agreement set forth in Part F
of the Series Instrument for the Trust (the "Coordination Agreement"). All
capitalized terms not otherwise defined herein shall have the meanings set forth
in the Coordination Agreement.

     1.   The Trust hereby acknowledges receipt from Global Funding of the
Funding Agreement(s).

     2.   Global Funding hereby acknowledges the Trust's surrender of, and the
cancellation of indebtedness represented by, the Funding Note.

                                       30


                                     PART T
                        MISCELLANEOUS AND EXECUTION PAGES

     This Closing Instrument may be executed by each of the parties hereto in
any number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument. Facsimile signatures shall be deemed original
signatures.

     Each signatory, by its execution hereof, does hereby become a party to, or
executes, each of the agreements and certificates identified below for such
signatory as of the date specified in such agreements and certificates.

     It is expressly understood and agreed by the parties that (a) Wilmington
Trust Company (the "Delaware Trustee") is hereby instructed by Global Funding
and the Trust to execute this Closing Instrument on their behalf, (b) this
Closing Instrument is executed and delivered by the Delaware Trustee, not
individually or personally, but solely as Delaware Trustee, in the exercise
of the powers and authority conferred and vested in it, pursuant to the Trust
Agreement set forth in Part A to the Series Instrument for the Trust (the
"Trust Agreement"), (c) each of the representations, undertakings and
agreements made on the part of the Trust in this Closing Instrument is made
and intended not as personal representations, undertakings and agreements by
the Delaware Trustee but is made and intended for the purpose of binding only
the Trust, (d) nothing contained herein shall be construed as creating any
liability on the Delaware Trustee individually or personally, to perform any
covenant either expressed or implied contained herein, all such liability, if
any, being expressly waived by the parties hereto and by any person claiming
by, through or under the parties hereto, and (e) under no circumstances shall
the Delaware Trustee be personally liable for the payment of any indebtedness
or expenses of the Trust or be liable for any breach or failure of any
obligation, representation, warranty or covenant to be made or undertaken by
the Trust under the Indenture set forth in Part A to this Closing Instrument
or any other related documents; provided, however, that such waiver shall not
affect the liability of the Delaware Trustee (or any entity acting as
successor or additional trustee) to any person under any other agreement to
the extent expressly agreed to in its individual capacity under the Trust
Agreement.

     IN WITNESS WHEREOF, the undersigned have executed this Closing Instrument.

                              ALLSTATE LIFE INSURANCE COMPANY (for purposes of
                              (i) the Transfer of Funding Agreement(s) to the
                              Trust set forth in Part C herein, (ii) the
                              Acknowledgement of Funding Agreement(s) Transfer
                              to the Trust set forth in Part D herein, (iii) the
                              Assignment of Funding Agreement(s) to the
                              Indenture Trustee set forth in Part E herein, (iv)
                              the Acknowledgement of Funding Agreement(s)
                              Assignment to the Indenture Trustee set forth in
                              Part F herein and (v) the Cross-Receipt between
                              Global Funding and Allstate Life set forth in Part
                              R herein)

                              By:
                                     -------------------------------------------
                                     Name:
                                     Title:


                              SECRETARY OF ALLSTATE LIFE INSURANCE COMPANY (for
                              purposes of the Secretary's Certificate of
                              Allstate Life Insurance Company set forth in
                              Part M herein)

                              By:
                                     -------------------------------------------
                                     Name:
                                     Title: Secretary

                                       31


                              I, an authorized officer of Allstate Life
                              Insurance Company, do hereby certify that the
                              above signature is the true and genuine signature
                              of the duly elected, qualified and acting
                              Secretary of Allstate Life Insurance Company.

                              By:
                                     -------------------------------------------
                                     Name:
                                     Title:


                              AUTHORIZED OFFICER OF ALLSTATE LIFE INSURANCE
                              COMPANY (for purposes of the Officer's Certificate
                              of Allstate Life Insurance Company Pursuant to
                              Section 6(d) of the Distribution Agreement set
                              forth in Part L herein)

                              By:
                                     -------------------------------------------
                                     Name:
                                     Title:


                              ALLSTATE LIFE GLOBAL FUNDING (for purposes of (i)
                              the Funding Note Indenture set forth in Part B
                              herein, (ii) the Transfer of Funding Agreement(s)
                              to the Trust set forth in Part C herein, (iii) the
                              Acknowledgement of Funding Agreement(s) Transfer
                              to the Trust set forth in Part D herein, (iv)
                              the Certificate of Global Funding pursuant to
                              Section 6(c) of the Distribution Agreement set
                              forth in Part K herein, (v) the Cross-Receipt
                              between the Trust and Global Funding set forth in
                              Part Q herein, (vi) the Cross-Receipt between
                              Global Funding and Allstate Life set forth
                              in Part R herein and (vii) the Cross-Receipt
                              between Global Funding and the Trust set forth in
                              Part S herein)

                              By:    Wilmington Trust Company, solely in its
                                     capacity as Delaware Trustee

                              By:
                                     -------------------------------------------
                                     Name:
                                     Title:

                                       32


                              THE ALLSTATE LIFE GLOBAL FUNDING TRUST SPECIFIED
                              ABOVE (for purposes of (i) the Indenture set forth
                              in Part A herein, (ii) the Transfer of Funding
                              Agreement(s) to the Trust set forth in Part C
                              herein, (iii) the Acknowledgement of Funding
                              Agreement(s) Transfer to the Trust set forth in
                              Part D herein, (iv) the Assignment of Funding
                              Agreement(s) to the Indenture Trustee set forth in
                              Part E herein, (v) the Acknowledgement of Funding
                              Agreement(s) Assignment to the Indenture Trustee
                              set forth in Part F herein, (vi) the Instructions
                              of the Trust set forth in Part H herein, (vii)
                              Cross-Receipt between the Trust and the Agent(s)
                              set forth in Part P herein, (viii) the
                              Cross-Receipt between the Trust and Global Funding
                              set forth in Part Q herein and (ix) the
                              Cross-Receipt between Global Funding and the Trust
                              set forth in Part S herein)

                              By:    Wilmington Trust Company, solely in its
                                     capacity as Delaware Trustee

                              By:
                                     -------------------------------------------
                                     Name:
                                     Title:

                                       33


                              J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
                              (for purposes of (i) the Indenture set forth in
                              Part A herein, (ii) the Funding Note Indenture set
                              forth in Part B herein, (iii) the Assignment of
                              Funding Agreement(s) to the Indenture Trustee set
                              forth in Part E herein, (iv) the Acknowledgement
                              of Funding Agreement(s) Assignment to the
                              Indenture Trustee set forth in Part F herein, (v)
                              the Instructions of the Trust set forth in Part H
                              herein, (vi) the Acknowledgement of Indenture
                              Trustee Concerning the Note Certificate set forth
                              in Part I herein, (vii) the Certificate of
                              Indenture Trustee Concerning the Funding
                              Agreement(s) set forth in Part J herein and (viii)
                              the Certificate of Indenture Trustee Concerning
                              Corporate Matters set forth in Part N herein)

                              By:
                                     -------------------------------------------
                                     Name:
                                     Title:


                              J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
                              Chicago, Illinois office (for purposes of the
                              Certificate Regarding Custody of Funding
                              Agreement(s) set forth in Part G herein)

                              By:
                                     -------------------------------------------
                                     Name:
                                     Title:


                              SECRETARY OF AMACAR Pacific Corp. (for purposes of
                              the Certificate of AMACAR Pacific Corp. set forth
                              in Part O herein)

                              By:
                                     -------------------------------------------
                                     Name:
                                     Title: Secretary

                                       34


                              I, an authorized officer of AMACAR Pacific Corp.,
                              do hereby certify that the above signature is the
                              true and genuine signature of the duly elected,
                              qualified and acting Secretary of AMACAR Pacific
                              Corp.

                              By:
                                     -------------------------------------------
                                     Name:
                                     Title:


                              [MERRILL LYNCH, PIERCE, FENNER & SMITH
                              INCORPORATED] (for purposes of the Cross-Receipt
                              between the Trust and the Agent(s) set forth in
                              Part P herein)

                              By:
                                     -------------------------------------------
                                     Name:
                                     Title:

                                       35


                                    EXHIBIT A

                            STANDARD INDENTURE TERMS


                                       A-1


                                    EXHIBIT B

                      STANDARD FUNDING NOTE INDENTURE TERMS


                                       B-1


                                    EXHIBIT C

                              FUNDING AGREEMENT(S)


                                       C-1


                                    EXHIBIT D

                            UCC-1 FINANCING STATEMENT


                                       D-1


                                     ANNEX A

                            INDENTURE TRUSTEE SERVICE
                                  FEE SCHEDULE


                                      A-A-1




                                                                     Exhibit 5.1

                           [Allstate Life Letterhead]

                                                                   March 4, 2004

Allstate Life Insurance Company
3100 Sanders Road
Northbrook, Illinois  60062

                  Re:    Allstate Life Insurance Company
                         Funding Agreements
                         -------------------------------------

Ladies and Gentlemen:

          In connection with the preparation and filing with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), by Allstate Life Insurance Company, an Illinois life
insurance company (the "Company"), and Allstate Life Global Funding, a statutory
trust organized under the laws of the State of Delaware ("Global Funding"), of a
Registration Statement on Form S-3 (File No. 333-112249), as amended (the
"Registration Statement"), including a prospectus (the "Prospectus") relating to
secured medium term notes (the "Notes") to be issued by newly formed Delaware
statutory trusts (each, a "Trust" and together the "Trusts"), a prospectus
supplement relating to secured medium term notes to be issued by the Trusts (the
"Institutional Prospectus Supplement") and a prospectus supplement relating to
Allstate Life(SM) CoreNotes(SM) to be issued by the Trusts (the "Retail
Prospectus Supplement"), you have requested my opinion with respect to the
matters set forth below.

          The Registration Statement provides for: (i) the registration of up to
$4,000,000,000, or the equivalent amount in one or more foreign currencies,
aggregate principal amount of Notes to be issued by the Trusts, with each Trust
to issue Notes, pursuant to an Indenture (each an "Indenture") to be entered
into between such Trust and J.P. Morgan Trust Company, National Association, as
indenture trustee (the "Indenture Trustee"), substantially in the form attached
as an exhibit to the Registration Statement, (ii) the registration of up to
$4,000,000,000, or the equivalent amount in one or more foreign currencies,
aggregate principal amount of Funding Notes to be issued by Global Funding (each
in the form attached as an exhibit to the Registration Statement, a "Funding
Note") to be sold to the Trusts in connection with the sale of the Notes and
(iii) the registration of up to $4,000,000,000, or the equivalent amount in one
or more foreign currencies, of the Company's funding agreements (each in the
form attached as an exhibit to the Registration Statement, a "Funding
Agreement") to be sold to Global Funding, which will immediately assign
absolutely and deposit the relevant Funding Agreement(s) to the relevant Trust,
and the relevant Funding Note will be surrendered, in connection with the sale
of Notes.

          In my capacity as General Counsel to the Company, I, or other
attorneys in the Law Department of the Company under my direction, have
examined the Registration Statement.



Allstate Life Insurance Company
March 4, 2004
Page 2

In addition, I, or other attorneys in the Law Department of the Company under my
direction, have examined the originals (or copies certified or otherwise
identified to my satisfaction) of such other agreements, certificates, documents
and records and have reviewed such questions of law and made such inquiries as I
have deemed necessary or appropriate for the purposes of the opinions rendered
herein.

          In such examination, I have assumed, without inquiry, the legal
capacity of all natural persons, the genuineness of all signatures on all
documents examined by me, the authenticity of all documents submitted to me as
originals, the conformity to the original documents of all such documents
submitted to me as copies and the authenticity of the originals of such latter
documents. As to any facts material to my opinion, I have, when relevant facts
were not independently established, relied upon the aforesaid agreements,
instruments, certificates, documents and records and upon statements and
certificates of officers and representative of the Company and public officials.

          Based upon the foregoing, and subject to the limitations,
qualifications and assumptions stated herein, I am of the opinion that:

          The Funding Agreements have been duly authorized and when they have
been duly executed, issued and delivered, will constitute valid and legally
binding obligations of the Company in accordance with their terms.

          The opinions rendered herein are limited to the laws of the State of
Illinois and the Federal law of the United States.

          I consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the use of my name under the heading "Legal
Opinions" in the Prospectus and to the incorporation by reference of this
opinion and consent as exhibits to any Registration Statement filed in
accordance with Rule 462(b) under the Act relating to the Notes. In giving such
consent, I do not thereby concede that I am within the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission thereunder.

                                              Very truly yours,


                                              /s/ Michael J. Velotta




                                                                     Exhibit 5.2

             [Letterhead of LeBoeuf, Lamb, Greene & MacRae, L.L.P.]

                                                                   March 4, 2004

Allstate Life Global Funding
c/o AMACAR Pacific Corp.
6525 Morrison Boulevard, Suite 318
Charlotte, North Carolina 28211

                  Re:   $4,000,000,000 Secured Medium Term Notes
                        Registration Statement on Form S-3
                        ----------------------------------------------

Ladies and Gentlemen:

     We have acted as special counsel to Allstate Life Global Funding, a
statutory trust organized under the laws of the State of Delaware ("Global
Funding"), in connection with the preparation and filing with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), by Global Funding and Allstate Life Insurance Company
("Allstate Life"), of a Registration Statement on Form S-3 (File No.
333-112249), as amended (the "Registration Statement"), including a prospectus
(the "Prospectus") relating to secured medium term notes (the "Notes") to be
issued by newly formed Delaware statutory trusts (each, a "Trust" and together
the "Trusts"), a prospectus supplement relating to secured medium term notes to
be issued by the Trusts (the "Institutional Prospectus Supplement") and a
prospectus supplement relating to Allstate Life(SM) CoreNotes(SM) to be issued
by the Trusts (the "Retail Prospectus Supplement"). The Registration Statement
provides for: (i) the registration of up to $4,000,000,000, or the equivalent
amount in one or more foreign currencies, aggregate principal amount of Notes to
be issued by the Trusts, with each Trust to issue Notes, pursuant to an
Indenture (each an "Indenture") to be entered into between such Trust and J.P.
Morgan Trust Company, National Association, as indenture trustee (the "Indenture
Trustee"), substantially in the form attached as an exhibit to the Registration
Statement, (ii) the registration of up to $4,000,000,000, or the equivalent
amount in one or more foreign currencies, aggregate principal amount of Funding
Notes to be issued by Global Funding (each in the form attached as an exhibit to
the Registration Statement, a "Funding Note") to be sold to the Trusts in
connection with the sale of the Notes and (iii) the registration of up to
$4,000,000,000, or the equivalent amount in one or more foreign currencies, of
Allstate Life's funding agreements (each in the form attached as an exhibit to
the Registration Statement, a "Funding Agreement") to be sold to Global Funding,
which will immediately assign absolutely and deposit the relevant Funding
Agreement(s) to the relevant Trust, and the relevant Funding Note will be
surrendered, in connection with the sale of Notes.



Allstate Life Global Funding
March 4, 2004
Page 2

     In furnishing this opinion, we have reviewed, and participated in the
preparation of: (i) the Registration Statement, the Prospectus, the
Institutional Prospectus Supplement and the Retail Prospectus Supplement, (ii)
the Amended and Restated Trust Agreement for Global Funding filed as an exhibit
to the Registration Statement, (iii) the Standard Trust Agreement Terms and the
Standard Indenture Terms, each filed as an exhibit to the Registration
Statement, (iv) the form of Series Instrument filed as an exhibit to the
Registration Statement (the "Series Instrument") that includes the Trust
Agreement and the Indenture to be executed through the execution of the Series
Instrument, (v) the form of Funding Agreement filed as an exhibit to the
Registration Statement, (vi) the form of Funding Note filed as an exhibit to the
Registration Statement and (vii) such other certificates, records, and other
documents as we have deemed necessary or appropriate to enable us to render our
opinions set forth below.

     We have also reviewed the corporate action of Allstate Life and the trust
action of Global Funding in connection with the issuance of the Notes and the
Funding Notes, and have examined, and have relied as to matters of fact upon,
originals or copies certified or otherwise identified to our satisfaction, of
such records, agreements, documents, and other instruments and such certificates
or comparable documents of public officials and of officers and representatives
of Allstate Life and Global Funding, as applicable, and have made such other
further investigations as we have deemed relevant and necessary as a basis for
the opinions hereinafter set forth. In such examination, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures, the legal capacity of all natural persons and the conformity to
authentic original documents of any copies submitted to us for our examination.
We have relied as to factual matters upon, and have assumed the accuracy of,
representations, statements and certificates of or from public officials and of
or from officers and representations of all persons whom we have deemed
appropriate. We have assumed that the Indenture Trustee has the power and
authority to authenticate the relevant Notes.

     Based upon the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion:

      1.  Upon the execution and delivery of the relevant Funding Note
          issued by Global Funding as contemplated by the Registration
          Statement, such Funding Note will be a valid and binding
          obligation of Global Funding, enforceable against Global Funding
          in accordance with its terms.

      2.  Upon the execution, issuance, authentication and delivery of the
          relevant Notes as contemplated by the Registration Statement,
          such Notes will be the valid and binding obligations of the
          relevant Trust, enforceable against such Trust in accordance
          with their terms.

     The above opinions with regard to the enforceability of the Notes and the
Funding Notes: (i) are qualified by the effects of bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting creditors'
rights generally and general principles of equity (regardless of whether such
principles are considered in a proceeding in equity or at law) and (ii) are
subject to the further qualification that, to the extent that the relevant Notes
or relevant Funding Note are denominated in a currency other than United States
dollars, a claim thereunder



Allstate Life Global Funding
March 4, 2004
Page 3

(or foreign currency judgment in respect to such claim) would be converted into
United States dollars at a rate of exchange prevailing on a date determined
pursuant to applicable law.

     We express no opinion as to the laws of any jurisdiction other than the
laws of the State of New York, the General Corporation Law of the State of
Delaware and the Federal law of the United States, as currently in effect. This
opinion letter is rendered as of the date hereof based upon the facts and law in
existence on the date hereof. We assume no obligation to update or supplement
this opinion letter to reflect any circumstances that may come to our attention
after the date of effectiveness of the Registration Statement with respect to
the opinion and statements set forth above, including any changes in applicable
law that may occur after the date of effectiveness of the Registration
Statement.

                                    Very truly yours,


                                    /s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P.




                                                                       Exhibit 8


             [Letterhead of LeBoeuf, Lamb, Greene & MacRae, L.L.P.]


                                  March  4, 2004


Allstate Life Insurance Company
3100 Sanders Road
Northbrook, Illinois 60062

Allstate Life Global Funding
c/o AMACAR Pacific Corp.
6525 Morrison Boulevard, Suite 318
Charlotte, North Carolina 28211

                  Re:     $4,000,000,000 Secured Medium Term Notes
                          Registration Statement on Form S-3
                          -----------------------------------------

Ladies and Gentlemen:

          We have acted as special United States federal income tax counsel to
Allstate Life Insurance Company, an Illinois insurance company ("Allstate
Life"), and Allstate Life Global Funding, a statutory trust organized under the
laws of the State of Delaware (the "Global Funding"), in connection with the
preparation and filing with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), by
Global Funding and Allstate Life, of a Registration Statement on Form S-3 (File
No. 333-112249), as amended (the "Registration Statement"), including a
prospectus (the "Prospectus") relating to secured medium term notes (the
"Notes") to be issued by newly formed Delaware statutory trusts (each, a "Trust"
and together the "Trusts"), a prospectus supplement relating to secured medium
term notes to be issued by the Trusts (the "Institutional Prospectus
Supplement") and a prospectus supplement relating to Allstate Life(SM)
CoreNotes(SM) to be issued by the Trusts (the "Retail Prospectus Supplement",
and together with the Institutional Prospectus Supplement, the "Prospectus
Supplements"). The Registration Statement provides for: (i) the registration of
up to $4,000,000,000, or the equivalent amount in one or more foreign
currencies, aggregate principal amount of Notes to be issued by the Trusts, with
each Trust to issue Notes, pursuant to an Indenture (each an "Indenture") to be
entered into between such Trust and J.P. Morgan Trust Company, National
Association, as indenture trustee (the "Indenture Trustee"), substantially in
the form attached as an exhibit to the Registration Statement, (ii) the
registration of up to $4,000,000,000, or the equivalent amount in one or more
foreign currencies, aggregate principal amount of Funding Notes to be issued by
Global Funding (each in the form attached as



Allstate Life Insurance Company
Allstate Life Global Funding
March 4, 2004
Page 2

an exhibit to the Registration Statement, a "Funding Note") and (iii) the
registration of up to $4,000,000,000, or the equivalent amount in one or more
foreign currencies, of Allstate Life's funding agreements (each in the form
attached as an exhibit to the Registration Statement, a "Funding Agreement") to
be sold to Global Funding.

          Each Trust will use the net proceeds received from the issuance of its
Notes to purchase a Funding Note from Global Funding. Global Funding will use
the net proceeds received from the sale of the Funding Note to purchase Funding
Agreement(s) issued by Allstate Life. Global Funding will immediately assign
absolutely to, and deposit into, the relevant Trust such Funding Agreement(s),
and the Funding Note will be surrendered. The Funding Note and the Funding
Agreements will have a principal amount equal to the principal amount of the
Notes. The Funding Note and the Funding Agreements will otherwise have payment
and other terms substantially similar to the Notes.

          The payments under the relevant Funding Agreement(s) issued by
Allstate Life will be structured to meet in full the relevant Trust's scheduled
payment obligations under the Note issued by such Trust. Payment of principal
and interest on the Notes will be made solely from payments made by Allstate
Life under the applicable Funding Agreement(s). Capitalized terms used in this
opinion letter which are not otherwise defined herein have the meanings ascribed
to them in the Standard Indenture Terms.

          In formulating our opinions in this letter, we have reviewed (i) the
Registration Statement, (ii) the Prospectus, (iii) the Prospectus Supplements,
(iv) the Standard Trust Agreement Terms and the Standard Indenture Terms, each
filed as an exhibit to the Registration Statement, (v) the form of Series
Instrument filed as an exhibit to the Registration Statement that includes the
Trust Agreement and the Indenture to be executed through the execution of the
Series Instrument, (vi) the form of Funding Agreement filed as an exhibit to the
Registration Statement, (vii) the form of Funding Note filed as an exhibit to
the Registration Statement and (viii) such other certificates, records, and
other documents as we have deemed necessary or appropriate to enable us to
render our opinions set forth below.

          In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or other copies, and the
authenticity of the originals of such copies.

          In rendering our opinions in this letter, we have assumed that the
transactions described in or contemplated by the foregoing documents have been
or will be consummated in accordance with the operative documents, and that such
documents accurately reflect the material facts of such transactions. Our
opinion is also based on the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury regulations, administrative rulings, judicial decisions and
other applicable authorities. The statutory provisions, regulations and
interpretations on which our opinion is based are subject to change, possibly
retroactively. In addition, there can be no assurance that the Internal Revenue
Service will not take positions contrary to those stated in our opinion letter.



Allstate Life Insurance Company
Allstate Life Global Funding
March 4, 2004
Page 3

          Subject to the foregoing, under current law and based upon the facts,
assumptions and qualifications contained herein, it is our opinion that:

          1.       Global  Funding and each Trust will be ignored for United
                   States federal income tax purposes and will not be treated
                   as an association or a publicly traded partnership taxable
                   as a corporation; and

          2.       The Notes will be  classified as indebtedness of Allstate
                   Life for United States federal income tax purposes.

          The opinions we express herein are limited solely to matters governed
by the federal income tax laws of the United States. No opinion may be implied
or inferred beyond that which is expressly stated in this opinion letter. We
disclaim any obligation to update this opinion letter for events occurring or
coming to our attention after the date hereof.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.

                                      Very truly yours,


                                     /s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P.




                                                                    EXHIBIT 10.2

                              FORM OF SECURITY FOR
       FUNDING NOTE RELATED TO SECURED MEDIUM TERM NOTES ISSUED UNDER THE
                     ALLSTATE LIFE(SM) CORENOTES(R) PROGRAM
                               [FACE OF SECURITY]

                                                      CUSIP No.:

                          ALLSTATE LIFE GLOBAL FUNDING

                                  FUNDING NOTE

                                                             
Title of Note:                                                  Stated Maturity Date:
Trust:                                                          Settlement Date and Time:
Principal Amount: $_____________                                Securities Exchange Listing: /  / Yes /  / No. If yes,
Original Issue Date:                                                     indicate name(s) of Securities Exchange(s):
Issue Price:                                                             __________________________.
Interest Rate or Formula:                                       Floating Rate Note: /  / Yes /  / No.  If yes,
Fixed Rate Note: /  / Yes /  / No.  If yes,                              Regular Floating Rate Notes: /  /
         Interest Rate:                                                  Floating Rate/Fixed Rate Notes: /  /
         Interest Payment Dates:                                         Interest Rate:
         Day Count Convention:                                           Interest Rate Basis(es):
         Additional/Other Terms:                                                LIBOR /  /
Discount Note: /  / Yes /  / No.  If yes,                                            / / LIBOR Reuters Page:
         Total Amount of Discount:                                                   / / LIBOR Telerate Page:
         Initial Accrual Period of Discount:                                         LIBOR Currency:
         Interest Payment Dates:                                                Constant Maturity Treasury Rate /  /
         Additional/Other Terms:                                                     Designated CMT Telerate Page:
Redemption Provisions: /  / Yes  /  / No.  If yes,                                           If Telerate Page 7052:
         Initial Redemption Date:                                                            / / Weekly Average
         Initial Redemption Percentage:                                                      / / Monthly Average
         Annual Redemption Percentage                                                Designated CMT Maturity Index:
Reduction, if any:
         Additional/Other Terms:





"Allstate Life(SM)" is a registered servicemark of Allstate Insurance Company.
"CoreNotes(R)" is a registered servicemark of Merrill Lynch & Co., Inc.

                                       A-1


                                                                      
Regular Interest Record Date(s):                                                CD Rate /  /
Sinking Fund:                                                                   Commercial Paper Rate /  /
Calculation Agent:                                                              Federal Funds Rate /  /
Authorized Denominations:                                                       Prime Rate /  /
Collateral: Allstate Life Insurance Company                                     Treasury Rate /  /
         Funding Agreement No(s). /  /, all                                     Other /  / See attached.
         proceeds of such funding                                        Index Maturity:
         Agreement(s), all books and records                             Spread and/or Spread Multiplier, if any:
         pertaining to such Funding                                      Initial Interest Rate, if any:
         Agreement(s) and all rights of the                              Initial Interest Reset Date:
         Trust pertaining to the foregoing.                              Interest Reset Dates:
Additional/Other Terms:                                                  Interest Determination Date(s):
                                                                         Interest Payment Dates:
                                                                         Maximum Interest Rate, if any:
                                                                         Minimum Interest Rate, if any:
                                                                         Fixed Rate Commencement Date, if any:
                                                                         Fixed Interest Rate, if any:
                                                                         Day Count Convention:
                                                                         Additional/Other Terms:





     This note certificate represents a duly authorized funding note (the
"Note") of Allstate Life Global Funding, a statutory trust organized under the
laws of the State of Delaware ("Global Funding"). The Note is being issued in
connection with the issuance and sale by the trust specified above (the "Trust")
of the trust notes identified on Annex A to that certain series instrument to
which Global Funding and the Trust are parties (the "Series Instrument") (the
"Trust Notes"). The Note is being issued under the Funding Note Indenture, dated
as of the date hereof (as amended or supplemented from time to time, the
"Indenture") between Global Funding and J.P. Morgan Trust Company, National
Association, as indenture trustee (including any successor, the "Indenture
Trustee"). Capitalized terms used herein and not otherwise defined shall have
the respective meanings ascribed in the Standard Funding Note Indenture Terms,
dated as of [     ] (as amended or supplemented from time to time, the "Standard
Funding Note Indenture Terms").

     Subject to the immediately following paragraph, Global Funding, for value
received, hereby promises to pay to the Trust or its registered assigns (the
"Holder") on the Maturity Date (as defined below) (or on the date of redemption
or repayment by Global Funding) the principal amount of the Note and, if so
specified above, to pay interest from time to time on the Note from the Original
Issue Date (the "Original Issue Date") or from the most recent Interest Payment
Date to which interest has been paid or duly provided for at the rate per annum
determined in accordance with the provisions on the reverse hereof and as
specified above, until the principal of the Note is paid or made available for
payment and to pay such other amounts due and owing with respect to the Note.

     The Note shall be cancelled immediately upon the transfer by Global Funding
to, or as directed by, the Trust of each funding agreement identified on Annex A
to the Series Instrument (each, a "Funding Agreement"), and such cancellation
shall operate as a redemption of, and

                                       A-2


satisfaction of indebtedness represented by, the Note.

     On any exchange or purchase and cancellation of the Note, details of such
exchange or purchase and cancellation shall be entered in the records of Global
Funding. Upon any such exchange or purchase and cancellation, the principal
amount of the Note shall be charged by the principal amount so exchanged or
purchased and cancelled, as provided in the Standard Indenture Terms.

     Unless otherwise set forth above, if the Notes are subject to an Annual
Redemption Percentage Reduction as specified above, the Redemption Price of the
Notes represented by this Note Certificate shall initially be the Initial
Redemption Percentage of the principal amount of the Notes represented by this
Note Certificate on the Initial Redemption Date and shall decline at each
anniversary of the Initial Redemption Date (each such date, a "Redemption Date")
by the Annual Redemption Percentage Reduction of such principal amount until the
Redemption Price is 100% of such principal amount.

     The Notes will mature on the earlier of the Stated Maturity Date and the
Maturity Date (as defined in the Trust Notes) of the Trust Notes (the "Trust
Notes Maturity Date"), unless its principal (or, any installment of its
principal) becomes due and payable prior to any such date, whether, as
applicable, by the declaration of acceleration of maturity, notice of redemption
at the option of the Trust, notice of the Holder's option to elect repayment or
otherwise (the Stated Maturity Date, the Trust Notes Maturity Date or any date
prior to any such date on which the Note becomes due and payable, as the case
may be, are referred to as the "Maturity Date" with respect to principal of the
Note repayable on such date).

     Unless otherwise provided above and except as provided in the following
paragraph, Global Funding will pay interest on each Interest Payment Date
specified above, commencing with the first Interest Payment Date next succeeding
the Original Issue Date, and on the Maturity Date; PROVIDED that any payment of
principal, premium, if any, interest or other amounts to be made on any Interest
Payment Date or on a Maturity Date that is not a Business Day shall be made on
the next succeeding Business Day, PROVIDED, HOWEVER, with respect to an Interest
Payment Date other than the Maturity Date, if the Note is a LIBOR Note (as
defined in Section 3 on the reverse hereof) and that next succeeding Business
Day falls in the next succeeding calendar month, such payment shall be made on
the immediately preceding Business Day.

     Unless otherwise specified above, the interest payable on each Interest
Payment Date or on the Maturity Date will be the amount equal to the interest
accrued from and including the immediately preceding Interest Payment Date in
respect of which interest has been paid or from and including the date of issue,
if no interest has been paid, to but excluding the applicable Interest Payment
Date or the Maturity Date, as the case may be (each, an "Interest Period").

     Reference is hereby made to the further provisions of the Note set forth on
the reverse hereof and, if so specified on the face hereof, in an Addendum
hereto, which further provisions shall for all purposes have the same force and
effect as if set forth on the face hereof.

     Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to the Note as specified above, the Note
shall be subject to the terms set forth

                                       A-3


in such Addendum or such "Other/Additional Provisions."

     The Notes represented by this Note Certificate shall not be valid or become
obligatory for any purpose until the certificate of authentication hereon shall
have been executed by the Indenture Trustee pursuant to the Indenture.

                                       A-4


     IN WITNESS WHEREOF, Global Funding has caused this instrument to be duly
executed on its behalf.

Dated: Original Issue Date            ALLSTATE LIFE GLOBAL FUNDING
                                      as Issuer


                                      By:
                                         ----------------------------------
                                         Name:
                                         Title:


                          CERTIFICATE OF AUTHENTICATION

     This Note Certificate represents the Note described in the within-mentioned
Indenture and is being issued in accordance with Section [2.5(f)] of the
Standard Funding Note Indenture Terms.

Dated: Original Issue Date            J.P. MORGAN TRUST COMPANY, NATIONAL
                                             ASSOCIATION,
                                      as Indenture Trustee

                                      By:
                                          ---------------------------------
                                          Authorized Signatory

                                       A-5


                        [REVERSE OF DEFINITIVE SECURITY]

     SECTION 1. GENERAL. This Note is being issued pursuant to the Indenture in
connection with the issuance and sale by the Trust of the Trust Notes. The Note
shall be cancelled immediately upon the transfer by Global Funding to, or as
directed by, the Trust of each Funding Agreement, and such cancellation shall
operate as a redemption of, and satisfaction of indebtedness represented by, the
Note.

     SECTION 2. CURRENCY. The Note is denominated in, and payments of principal,
premium, if any, and/or interest, if any, will be made in U.S. dollars.

     SECTION 3. DETERMINATION OF INTEREST RATE AND OTHER PAYMENT PROVISIONS.

     FIXED RATE NOTE. If the Note is designated on the face hereof as a "Fixed
Rate Note," the Note will bear interest from the Original Issue Date until the
Maturity Date. Unless otherwise specified on the face hereof, the rate of
interest payable on the Note will not be adjusted; unless otherwise specified on
the face hereof, interest will be payable on the Interest Payment Dates set
forth on the face hereof and at the Maturity Date. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. If any Interest Payment
Date or the Maturity Date of a Fixed Rate Note falls on a day that is not a
Business Day, any payments of principal, premium, if any, and/or interest or
other amounts required to be made, may be made on the next succeeding Business
Day, and no additional interest will accrue in respect of the payment made on
that next succeeding Business Day.

     DISCOUNT NOTE. If the Note is designated on the face hereof as a "Discount
Notes" (as defined below), payments in respect of the Note shall be made as set
forth on the face hereof. In the event a Discount Note is redeemed, repaid or
accelerated, the amount payable to the Holder of such Note on the Maturity Date
will be equal to the sum of (1) the Issue Price (increased by any accruals of
discount) and, in the event of any redemption of such Discount Note, if
applicable, multiplied by the Initial Redemption Percentage (as adjusted by the
Annual Redemption Percentage Reduction, if applicable); and (2) any unpaid
interest accrued on such Discount Note to the date of redemption, repayment or
acceleration of maturity, as applicable. For purposes of determining the amount
of discount that has accrued as of any date on which a redemption, repayment or
acceleration of maturity of the Note occurs for a Discount Note, the discount
will be accrued using a constant yield method. The constant yield will be
calculated using a 30-day month, 360-day year convention, a compounding period
that, except for the Initial Period (as defined below), corresponds to the
shortest period between Interest Payment Dates for a Discount Note (with ratable
accruals within a compounding period), a coupon rate equal to the initial coupon
rate applicable to a Discount Note and an assumption that the maturity of such
Discount Note will not be accelerated. If the period from the date of issue to
the first Interest Payment Date for a Discount Note (the "Initial Period") is
shorter than the compounding period for such Discount Note, a proportionate
amount of the yield for an entire compounding period will be accrued. If the
Initial Period is longer than the compounding period, then the period will be
divided into a regular compounding period and a short period with the short
period being treated as provided in the preceding sentence. A "Discount Note" is
any Note that has an Issue Price that is less than 100% of the principal amount
thereof by more than a percentage equal to the product of 0.25% and the number
of full years to the Stated Maturity Date.

                                       A-6


     FLOATING RATE NOTE. If the Note is specified on the face hereof as
"Floating Rate Note," interest on the Note shall accrue and be payable in
accordance with this Section 3. A Floating Rate Note may be a CD Rate Note, CMT
Rate Note, Commercial Paper Rate Note, Federal Funds Rate Note, LIBOR Note,
Prime Rate Note, Treasury Rate Note, or as otherwise set forth on the face
hereof. If the Note is designated on the face hereof as Floating Rate Note, the
face hereof will specify whether the Note is a Regular Floating Rate Note or
Floating Rate/Fixed Rate Note. For the period from the date of issue to, but not
including, the first Interest Reset Date set forth on the face hereof, the
interest rate hereon shall be the Initial Interest Rate specified on the face
hereof. Thereafter, the interest rate hereon will be reset as of and be
effective as of each Interest Reset Date.

     (A)  If any Interest Reset Date would otherwise be a day that is not a
          Business Day, such Interest Reset Date shall be postponed to the next
          day that is a Business Day; PROVIDED, HOWEVER, that if the Note is a
          LIBOR Note and such Business Day is in the next succeeding calendar
          month, such Interest Reset Date shall be the Business Day immediately
          preceding such Interest Reset Date.

     (B)  Unless specified otherwise on the face hereof, Interest Reset Dates
          are as follows: (1) if the Note resets daily, each Business Day, (2)
          if the Note resets weekly, other than a Treasury Rate Note, the
          Wednesday of each week, (3) if the Note is a Treasury Rate Note that
          resets weekly, and except as provided below under "Treasury Rate
          Note," the Tuesday of each week, (4) if the Note resets monthly, the
          third Wednesday of each month, (5) if the Note resets quarterly, the
          third Wednesday of March, June, September and December of each year,
          (6) if the Note resets semiannually, the third Wednesday of each of
          the two months specified on the face hereof and (7) if the Note resets
          annually, the third Wednesday of the month specified each year;
          PROVIDED, HOWEVER, that with respect to Floating Rate/ Fixed Rate
          Note, the rate of interest thereon will not reset after the particular
          Fixed Rate Commencement Date specified on the face hereof (the "Fixed
          Rate Commencement Date").

     (C)  Accrued interest is calculated by multiplying the principal amount of
          such Floating Rate Note by an accrued interest factor. The accrued
          interest factor is computed by adding the interest factor calculated
          for each day in the particular Interest Period. The interest factor
          for each day will be computed by dividing the interest rate applicable
          to such day by 360, in the case of a Floating Rate Note as to which
          the CD Rate, the Commercial Paper Rate, the Federal Funds Rate, LIBOR
          or the Prime Rate is an applicable Interest Rate Basis (as defined
          below), or by the actual number of days in the year, in the case of a
          Floating Rate Note as to which the CMT Rate or the Treasury Rate is an
          applicable Interest Rate Basis. The interest factor for a Floating
          Rate Note as to which the interest rate is calculated with reference
          to two or more Interest Rate Bases will be calculated in each period
          in the same manner as if only the applicable Interest Rate Basis
          specified on the face hereof applied. The interest rate shall be set
          forth on the face hereof. For purposes of making the foregoing
          calculation, the interest rate in effect on any Interest Reset Date
          will be the applicable rate as reset on that date. Unless otherwise
          specified on the face hereof, the interest rate that is effective on

                                       A-7


          the applicable Interest Reset Date will be determined on the
          applicable Interest Determination Date and calculated on the
          applicable Calculation Date (as defined below). "Calculation Date"
          means the date by which the Calculation Agent designated on the face
          hereof, is to calculate the interest rate which will be the earlier of
          (1) the tenth calendar day after the particular Interest Determination
          Date or, if such day is not a Business Day, the next succeeding
          Business Day; or (2) the Business Day immediately preceding the
          applicable Interest Payment Date or the Maturity Date, as the case may
          be.

     (D)  Unless otherwise specified on the face hereof, all percentages
          resulting from any calculation on a Floating Rate Note will be rounded
          to the nearest one hundred-thousandth of a percentage point, with five
          one-millionths of a percentage point rounded upwards. All dollar
          amounts used in or resulting from any calculation on a Floating Rate
          Note will be rounded to the nearest cent.

     Unless otherwise specified on the face hereof and except as provided below,
interest will be payable as follows: (1) if the Interest Reset Date for the Note
is daily, weekly or monthly, interest will be payable on the third Wednesday of
each month or on the third Wednesday of March, June, September and December of
each year, as specified on the face hereof, (2) if the Interest Reset Date for
the Note is quarterly, interest will be payable on the third Wednesday of March,
June, September, and December of each year, (3) if the Interest Reset Date for
the Note is semiannually, interest will be payable on the third Wednesday of
each of two months specified on the face hereof of each year, (4) if the
Interest Reset Date for the Note is annually, interest will be payable on the
third Wednesday of the month specified on the face hereof of each year. In each
of these cases, interest will also be payable on the Maturity Date.

     If specified on the face hereof, the Note may have either or both of a
Maximum Interest Rate or Minimum Interest Rate. If a Maximum Interest Rate is so
designated, the interest rate that may accrue during any Interest Period for a
Floating Rate Note cannot ever exceed such Maximum Interest Rate and in the
event that the interest rate on any Interest Reset Date would exceed such
Maximum Interest Rate (as if no Maximum Interest Rate were in effect) then the
interest rate on such Interest Reset Date shall be the Maximum Interest Rate. If
a Minimum Interest Rate is so designated, the interest rate that may accrue
during any Interest Period for a Floating Rate Note cannot ever be less than
such Minimum Interest Rate and in the event that the interest rate on any
Interest Reset Date would be less than such Minimum Interest Rate (as if no
Minimum Interest Rate were in effect) then the interest rate on such Interest
Reset Date shall be the Minimum Interest Rate. Notwithstanding anything to the
contrary contained herein, if the Note is designated on the face hereof as a
Floating Rate Note, the interest rate on the Note shall not exceed the maximum
interest rate permitted by applicable law.

     All determinations of interest by the Calculation Agent designated on the
face hereof will, in the absence of manifest error, be conclusive for all
purposes and binding on the Holder of the Note and neither the Indenture Trustee
nor the Calculation Agent shall have any liability to the Holder of the Note in
respect of any determination, calculation, quote or rate made or provided by the
Calculation Agent. Upon request of the Holder of the Note, the Calculation Agent
will provide the interest rate then in effect and, if determined, the interest
rate that will become effective on the next Interest Reset Date with respect to
the Note. If the Calculation

                                       A-8


Agent is incapable or unwilling to act as such or if the Calculation Agent fails
duly to establish the interest rate for any interest accrual period or to
calculate the interest amount or any other requirements, Global Funding will
appoint a successor to act as such in its place. The Calculation Agent may not
resign its duties until a successor has been appointed and such successor has
accepted its appointment.

     Subject to applicable provisions of law and except as specified herein, on
each Interest Reset Date, the rate of interest on the Note on and after the
first Interest Reset Date shall be the interest rate determined in accordance
with the provisions of the heading below which has been designated as the
Interest Rate Basis on the face hereof (the "Interest Rate Basis"), the base
rate, plus or minus the Spread, if any, specified on the face hereof and/or
multiplied by the Spread Multiplier, if any, specified on the face hereof.

     (A)  CD RATE NOTE. If the Interest Rate Basis is the CD Rate, the Note
          shall be deemed to be a "CD Rate Note." A CD Rate Note will bear
          interest at the interest rate calculated with reference to the CD Rate
          and the Spread or Spread Multiplier, if any. The Calculation Agent
          will determine the CD Rate on each Interest Determination Date. The
          Interest Determination Date is the second Business Day immediately
          preceding the related Interest Reset Date. "CD Rate" means the rate on
          the particular Interest Determination Date for negotiable United
          States dollar certificates of deposit having the Index Maturity
          specified on the face hereof as published in H.15(519) (as defined
          below) under the caption "CDs (secondary market)", or, if not so
          published by 3:00 P.M., New York City time, on the related Calculation
          Date, the rate on the particular Interest Determination Date for
          negotiable United States dollar certificates of the particular Index
          Maturity as published in the H.15 Daily Update (as defined below) or
          other recognized electronic source used for the purpose of displaying
          the applicable rate under the heading "CDs (secondary market)." If
          such rate is not yet published in either H.15(519) or the H.15 Daily
          Update by 3:00 P.M., New York City time, on the related Calculation
          Date, then the CD Rate will be the rate on the particular Interest
          Determination Date calculated by the Calculation Agent as the
          arithmetic mean of the secondary market offered rates as of 10:00
          A.M., New York City time on that Interest Determination Date of three
          leading nonbank dealers in negotiable United States dollar
          certificates of deposit in The City of New York (which may include the
          Agents or their affiliates) selected by the Calculation Agent for
          negotiable United States dollar certificates of deposit of major
          United States money market banks for negotiable United States
          certificates of deposit with a remaining maturity closest to the
          particular Index Maturity in an amount that is representative for a
          single transaction in that market at that time, or, if the dealers so
          selected by the Calculation Agent are not quoting as described in the
          preceding sentence, the CD Rate in effect on the particular Interest
          Determination Date. "H.15(519)" means the weekly statistical release
          designated as H.15(519), or any successor publication, published by
          the Board of Governors of the Federal Reserve System; and "H.15 Daily
          Update" means the daily update of H.15(519), available through the
          Board of Governors of the Federal Reserve System at

                                       A-9


          http://www.federalreserve.gov/releases/H15/update, or any successor
          site or publication.

     (B)  CMT RATE NOTE. If the Interest Basis is the CMT Rate, the Note shall
          be deemed to be a "CMT Rate Note." A CMT Rate Note will bear interest
          at the interest rate calculated with reference to the CMT Rate and the
          Spread or Spread Multiplier, if any. The Calculation Agent will
          determine the CMT Rate on each applicable Interest Determination Date.
          The applicable Interest Determination Date is the second Business Day
          prior to the Interest Reset Date. "CMT Rate" means (1) if CMT
          Moneyline Telerate Page 7051 is specified on the face hereof: (a) the
          percentage equal to the yield for United States Treasury securities at
          "constant maturity" having the Index Maturity specified on the face
          hereof as published in H.15(519) under the caption "Treasury Constant
          Maturities", as the yield is displayed on Moneyline Telerate (or any
          successor service) on page 7051 (or any other page as may replace the
          specified page on that service) ("Moneyline Telerate Page 7051"), for
          the particular Interest Determination Date, or (b) if the rate
          referred to in clause (a) does not so appear on Moneyline Telerate
          Page 7051, the percentage equal to the yield for United States
          Treasury securities at "constant maturity" having the particular Index
          Maturity and for the particular Interest Determination Date as
          published in H.15(519) under the caption "Treasury Constant
          Maturities", or (c) if the rate referred to in clause (b) does not so
          appear in H.15(519), the rate on the particular Interest Determination
          Date for the period of the particular Index Maturity as may then be
          published by either the Federal Reserve System Board of Governors or
          the United States Department of the Treasury that the Calculation
          Agent determines to be comparable to the rate which would otherwise
          have been published in H.15(519), or (d) if the rate referred to in
          clause (c) is not so published, the rate on the particular Interest
          Determination Date calculated by the Calculation Agent as a yield to
          maturity based on the arithmetic mean of the secondary market bid
          prices at approximately 3:30 P.M., New York City time, on that
          Interest Determination Date of three leading primary United States
          government securities dealers in The City of New York (which may
          include the Agents or their affiliates) (each, a "Reference Dealer"),
          selected by the Calculation Agent from five Reference Dealers selected
          by the Calculation Agent and eliminating the highest quotation, or, in
          the event of equality, one of the highest, and the lowest quotation
          or, in the event of equality, one of the lowest, for United States
          Treasury securities with an original maturity equal to the particular
          Index Maturity, a remaining term to maturity no more than one year
          shorter than that Index Maturity and in a principal amount that is
          representative for a single transaction in the securities in that
          market at that time, or (e) if fewer than five but more than two of
          the prices referred to in clause (d) are provided as requested, the
          rate on the particular Interest Determination Date calculated by the
          Calculation Agent based on the arithmetic mean of the bid prices
          obtained and neither the highest nor the lowest of the quotations
          shall be eliminated, or (f) if fewer than three prices referred to in
          clause (d) are provided as requested, the rate on the particular
          Interest Determination Date calculated by the Calculation Agent as a
          yield to maturity based on the arithmetic mean of the secondary market
          bid prices as of approximately 3:30 P.M., New York City time,

                                      A-10


          on that Interest Determination Date of three Reference Dealers
          selected by the Calculation Agent from five Reference Dealers selected
          by the Calculation Agent and eliminating the highest quotation or, in
          the event of equality, one of the highest and the lowest quotation or,
          in the event of equality, one of the lowest, for United States
          Treasury securities with an original maturity greater than the
          particular Index Maturity, a remaining term to maturity closest to
          that Index Maturity and in a principal amount that is representative
          for a single transaction in the securities in that market at that
          time, or (g) if fewer than five but more than two prices referred to
          in clause (f) are provided as requested, the rate on the particular
          Interest Determination Date calculated by the Calculation Agent based
          on the arithmetic mean of the bid prices obtained and neither the
          highest nor the lowest of the quotations will be eliminated, or (h) if
          fewer than three prices referred to in clause (f) are provided as
          requested, the CMT Rate in effect on the particular Interest
          Determination Date; (2) if CMT Moneyline Telerate Page 7052 is
          specified on the face hereof (a) the percentage equal to the one-week
          or one-month, as specified on the face hereof, average yield for
          United States Treasury securities at "constant maturity" having the
          Index Maturity specified on the face hereof as published in H.15(519)
          opposite the caption "Treasury Constant Maturities", as the yield is
          displayed on Moneyline Telerate (or any successor service) (on page
          7052 or any other page as may replace the specified page on that
          service) ("Moneyline Telerate Page 7052"), for the week or month, as
          applicable, ended immediately preceding the week or month, as
          applicable, in which the particular Interest Determination Date falls,
          or (b) if the rate referred to in clause (a) does not so appear on
          Moneyline Telerate Page 7052, the percentage equal to the one-week or
          one-month, as specified on the face hereof, average yield for United
          States Treasury securities at "constant maturity" having the
          particular Index Maturity and for the week or month, as applicable,
          preceding the particular Interest Determination Date as published in
          H.15(519) opposite the caption "Treasury Constant Maturities", or (c)
          if the rate referred to in clause (b) does not so appear in H.15(519),
          the one-week or one-month, as specified on the face hereof, average
          yield for United States Treasury securities at "constant maturity"
          having the particular Index Maturity as otherwise announced by the
          Federal Reserve Bank of New York for the week or month, as applicable,
          ended immediately preceding the week or month, as applicable, in which
          the particular Interest Determination Date falls, or (d) if the rate
          referred to in clause (c) is not so published, the rate on the
          particular Interest Determination Date calculated by the Calculation
          Agent as a yield to maturity based on the arithmetic mean of the
          secondary market bid prices at approximately 3:30 P.M., New York City
          time, on that Interest Determination Date of three Reference Dealers
          selected by the Calculation Agent from five Reference Dealers selected
          by the Calculation Agent and eliminating the highest quotation, or, in
          the event of equality, one of the highest, and the lowest quotation
          or, in the event of equality, one of the lowest, for United States
          Treasury securities with an original maturity equal to the particular
          Index Maturity, a remaining term to maturity no more than one year
          shorter than that Index Maturity and in a principal amount that is
          representative for a single transaction in the securities in that
          market at that time, or (e) if fewer

                                      A-11


          than five but more than two of the prices referred to in clause (d)
          are provided as requested, the rate on the particular Interest
          Determination Date calculated by the Calculation Agent based on the
          arithmetic mean of the bid prices obtained and neither the highest nor
          the lowest of the quotations shall be eliminated, or (f) if fewer than
          three prices referred to in clause (d) are provided as requested, the
          rate on the particular Interest Determination Date calculated by the
          Calculation Agent as a yield to maturity based on the arithmetic mean
          of the secondary market bid prices as of approximately 3:30 P.M., New
          York City time, on that Interest Determination Date of three Reference
          Dealers selected by the Calculation Agent from five Reference Dealers
          selected by the Calculation Agent and eliminating the highest
          quotation or, in the event of equality, one of the highest and the
          lowest quotation or, in the event of equality, one of the lowest, for
          United States Treasury securities with an original maturity greater
          than the particular Index Maturity, a remaining term to maturity
          closest to that Index Maturity and in a principal amount that is
          representative for a single transaction in the securities in that
          market at the time, or (g) if fewer than five but more than two prices
          referred to in clause (f) are provided as requested, the rate on the
          particular Interest Determination Date calculated by the Calculation
          Agent based on the arithmetic mean of the bid prices obtained and
          neither the highest nor the lowest of the quotations will be
          eliminated, or (h) if fewer than three prices referred to in clause
          (f) are provided as requested, the CMT Rate in effect on that Interest
          Determination Date.

               If two United States Treasury securities with an original
               maturity greater than the Index Maturity specified on the face
               hereof have remaining terms to maturity equally close to the
               particular Index Maturity, the quotes for the United States
               Treasury security with the shorter original remaining term to
               maturity will be used.

     (C)  COMMERCIAL PAPER RATE NOTE. If the Interest Rate Basis is the
          Commercial Paper Rate, the Note shall be deemed to be a "Commercial
          Paper Rate Note." A Commercial Paper Rate Note will bear interest for
          each Interest Reset Date at the interest rate calculated with
          reference to the Commercial Paper Rate and the Spread or Spread
          Multiplier, if any. The Calculation Agent will determine the
          Commercial Paper Rate on each applicable Interest Determination Date.
          The Interest Determination Date is the Business Day immediately
          preceding the related Interest Reset Date. "Commercial Paper Rate"
          means the Money Market Yield (calculated as described below) on the
          Interest Determination Date of the rate for commercial paper having
          the applicable Index Maturity as such rate is published in H.15(519)
          under the heading "Commercial Paper -- Nonfinancial." If such rate is
          not published by

                                      A-12


          3:00 P.M., New York City time, on the Calculation Date pertaining to
          such Interest Determination Date, then the Commercial Paper Rate shall
          be the Money Market Yield on the particular Interest Determination
          Date of the rate for commercial paper having the particular Index
          Maturity as published on H.15 Daily Update or such other recognized
          electronic source used for the purposes of displaying the applicable
          rate, under the caption "Commercial Paper -- Nonfinancial", or if such
          rate is not published by 3:00 P.M., New York City time, on the
          Calculation Date, then the Commercial Paper Rate as calculated by the
          Calculation Agent shall be the Money Market Yield of the arithmetic
          mean of the offered rates at approximately 11:00 A.M., New York City
          time, on that Interest Determination Date of three leading dealers of
          United States dollar commercial paper in The City of New York (which
          may include the Agents or their affiliates) selected by the
          Calculation Agent for commercial paper having the particular Index
          Maturity placed for industrial issuers whose bond rating is "Aa", or
          the equivalent, from a nationally recognized statistical rating
          organization; PROVIDED, HOWEVER, that if the dealers selected by the
          Calculation Agent are not quoting offered rates as mentioned above,
          the Commercial Paper Rate in effect on the particular Interest
          Determination Date.

               "Money Market Yield" shall be a yield (expressed as a percentage)
               calculated in accordance with the following formula:

               Money Market Yield =           D X 360        X 100
                                       --------------------
                                           360 - (D X M)

               where "D" refers to the per annum rate for the commercial paper,
               quoted on a bank discount basis and expressed as a decimal; and
               "M" refers to the actual number of days in the applicable
               Interest Period.

     (D)  FEDERAL FUNDS RATE NOTE. If the Interest Rate Basis is the Federal
          Funds Rate, the Note shall be deemed to be a "Federal Funds Rate
          Note." A Federal Funds Rate Note will bear interest for each Interest
          Reset Date at the interest rate calculated with reference to the
          Federal Funds Rate and the Spread or Spread Multiplier, if any. The
          Calculation Agent will determine the Federal Funds Rate on each
          applicable Interest Determination Date. The Interest Determination
          Date is the Business Day immediately preceding the related Interest
          Reset Date. "Federal Funds Rate" means (1) the rate on the particular
          Interest Determination Date for United States dollar federal funds as
          published in H.15(519) under the caption "Federal Funds (Effective)"
          and displayed on Moneyline Telerate (or any successor service) on page
          120 (or any other page as may replace the specified page on that
          service) ("Moneyline Telerate Page 120"), or (2) if the rate referred
          to in clause (1) does not so appear on Moneyline Telerate Page 120 or
          is not so published by 3:00 P.M., New York City time, on the related
          Calculation Date, the rate on the particular Interest Determination
          Date for United States dollar federal funds as published in H.15 Daily
          Update, or such other recognized electronic source used for the
          purpose of displaying the applicable rate, under the caption "Federal
          Funds (Effective)", or (3) if the rate referred to in clause (2) is
          not so published by 3:00 P.M., New York City time, on the related
          Calculation Date, the rate on the particular Interest Determination
          Date calculated by the Calculation Agent as the arithmetic mean of the
          rates for the last transaction in overnight United States dollar
          federal funds arranged by three leading brokers of United States
          dollar federal funds transactions in The City of New York (which may
          include the Agents or their affiliates), selected by the Calculation
          Agent prior to 9:00 A.M., New York City time, on that Interest
          Determination Date, or (4) if the brokers so selected by the
          Calculation Agent are not quoting as mentioned in

                                      A-13


          clause (3), the Federal Funds Rate in effect on the particular
          Interest Determination Date.

     (E)  LIBOR NOTE. If the Interest Rate Basis is LIBOR (as defined below),
          the Note shall be deemed to be a "LIBOR Note." A LIBOR Note will bear
          interest for each Interest Period at the interest rate calculated with
          reference to LIBOR and the Spread or Spread Multiplier, if any. On
          each applicable Interest Determination Date the Calculation Agent will
          determine LIBOR. The applicable Interest Determination Date is the
          second London Banking Day preceding the related Interest Reset Date.

               LIBOR means: (1) if "LIBOR Moneyline Telerate" is specified on
               the face hereof or if neither "LIBOR Reuters" nor "LIBOR
               Moneyline Telerate" is specified on the face hereof as the method
               for calculating LIBOR, the rate for deposits in the LIBOR
               Currency (as defined below) having the Index Maturity specified
               on the face hereof, commencing on the related Interest Reset
               Date, that appears on the LIBOR Page (as defined below) as of
               11:00 A.M., London time, on the particular Interest Determination
               Date, or (2) if "LIBOR Reuters" is specified on the face hereof,
               the arithmetic mean of the offered rates, calculated by the
               Calculation Agent, or the offered rate, if the LIBOR Page by its
               terms provides only for a single rate, for deposits in the LIBOR
               Currency having the particular Index Maturity, commencing on the
               related Interest Reset Date, that appear or appears, as the case
               may be, on the LIBOR Page as of 11:00 A.M., London time, on the
               particular Interest Determination Date, or (3) if fewer than two
               offered rates appear, or no rate appears, as the case may be, on
               the particular Interest Determination Date on the LIBOR Page as
               specified in clause (1) or (2), as applicable, the rate
               calculated by the Calculation Agent of at least two offered
               quotations obtained by the Calculation Agent after requesting the
               principal London offices of each of four major reference banks
               (which may include affiliates of the Agents), in the London
               interbank market to provide the Calculation Agent with its
               offered quotation for deposits in the LIBOR Currency for the
               period of the particular Index Maturity, commencing on the
               related Interest Reset Date, to prime banks in the London
               interbank market at approximately 11:00 A.M., London time, on
               that Interest Determination Date and in a principal amount that
               is representative for a single transaction in the LIBOR Currency
               in that market at that time, or (4) if fewer than two offered
               quotations referred to in clause (3) are provided as requested,
               the rate calculated by the Calculation Agent as the arithmetic
               mean of the rates quoted at approximately 11:00 A.M., in the
               applicable Principal Financial Center, on the particular Interest
               Determination Date by three major banks (which may include
               affiliates of the Agents), in that Principal Financial Center
               selected by the Calculation Agent for loans in the LIBOR Currency
               to leading European banks, having the particular Index Maturity
               and in a principal amount that is representative for a single
               transaction in the LIBOR Currency in that market at that time, or
               (5) if the banks so

                                      A-14


               selected by the Calculation Agent are not quoting as mentioned in
               clause (4), LIBOR in effect on the particular Interest
               Determination Date.

               "LIBOR Currency" means United States dollars.

               "LIBOR Page" means either: if "LIBOR Reuters" is specified on the
               face hereof, the display on the Reuter Monitor Money Rates
               Service (or any successor service) on the page specified on the
               face hereof (or any other page as may replace that page on that
               service) for the purpose of displaying the London interbank rates
               of major banks for the LIBOR Currency; or if "LIBOR Moneyline
               Telerate" is specified on the face hereof or neither "LIBOR
               Reuters" nor "LIBOR Moneyline Telerate" is specified on the face
               hereof as the method for calculating LIBOR, the display on
               Moneyline Telerate (or any successor service) on the page
               specified on the face hereof (or any other page as may replace
               such page on such service) for the purpose of displaying the
               London interbank rates of major banks for the LIBOR Currency.

     (F)  PRIME RATE NOTE. If the Interest Rate Basis is the Prime Rate, the
          Note shall be deemed to be "Prime Rate Note." Prime Rate Note will
          bear interest for each Interest Reset Date calculated with reference
          to the Prime Rate and the Spread or Spread Multiplier, if any, subject
          to the Minimum Interest Rate and/or Maximum Interest Rate, if any,
          specified on the face hereof. The Calculation Agent will determine the
          Prime Rate for each Interest Reset Date on each applicable Interest
          Determination Date. The Interest Determination Date is the Business
          Day immediately preceding the related Interest Reset Date. "Prime
          Rate" means (1) the rate on the particular Interest Determination Date
          as published in H.15(519) under the caption "Bank Prime Loan", or (2)
          if the rate referred to in clause (1) is not so published by 3:00
          P.M., New York City time, on the related Calculation Date, the rate on
          the particular Interest Determination Date as published in H.15 Daily
          Update, or such other recognized electronic source used for the
          purpose of displaying the applicable rate, under the caption "Bank
          Prime Loan", or (3) if the rate referred to in clause (2) is not so
          published by 3:00 P.M., New York City time, on the related Calculation
          Date, the rate on the particular Interest Determination Date
          calculated by the Calculation Agent as the arithmetic mean of the
          rates of interest publicly announced by each bank that appears on the
          Reuters Screen US PRIME 1 Page (as defined below) as the applicable
          bank's prime rate or base lending rate as of 11:00 A.M., New York City
          time, on that Interest Determination Date, or (4) if fewer than four
          rates referred to in clause (3) are so published by 3:00 P.M., New
          York City time, on the related Calculation Date, the rate on the
          particular Interest Determination Date calculated by the Calculation
          Agent as the arithmetic mean of the prime rates or base lending rates
          quoted on the basis of the actual number of days in the year divided
          by a 360-day year as of the close of business on that Interest
          Determination Date by three major banks (which may include affiliates
          of the Agents) in The City of New York selected by the Calculation
          Agent, or (5) if the banks so selected by the Calculation Agent are
          not quoting as mentioned in clause (4), the Prime Rate in

                                      A-15


          effect on the particular Interest Determination Date. "Reuters Screen
          US PRIME 1 Page" means the display on the Reuter Monitor Money Rates
          Service (or any successor service) on the "US PRIME 1" page (or any
          other page as may replace that page on that service) for the purpose
          of displaying prime rates or base lending rates of major United States
          banks.

     (G)  TREASURY RATE NOTE. If the Interest Rate Basis is the Treasury Rate,
          the Note shall be deemed to be a "Treasury Rate Note." A Treasury Rate
          Note will bear interest for each Interest Reset Date at the interest
          rate calculated with reference to the Treasury Rate and the Spread or
          Spread Multiplier, if any. The Calculation Agent will determine the
          Treasury Rate on each Treasury Rate Determination Date (as defined
          below). "Treasury Rate" means (1) the rate from the auction held on
          the Treasury Rate Interest Determination Date (the "Auction") of
          direct obligations of the United States ("Treasury Bills") having the
          Index Maturity specified on the face hereof under the caption
          "INVESTMENT RATE" on the display on Moneyline Telerate (or any
          successor service) on page 56 (or any other page as may replace that
          page on that service) ("Moneyline Telerate Page 56") or page 57 (or
          any other page as may replace that page on that service) ("Moneyline
          Telerate Page 57"), or (2) if the rate referred to in clause (1) is
          not so published by 3:00 P.M., New York City time, on the related
          Calculation Date, the Bond Equivalent Yield (as defined below) of the
          rate for the applicable Treasury Bills as published in H.15 Daily
          Update, or another recognized electronic source used for the purpose
          of displaying the applicable rate, under the caption "U.S. Government
          Securities/Treasury Bills/Auction High", or (3) if the rate referred
          to in clause (2) is not so published by 3:00 P.M., New York City time,
          on the related Calculation Date, the Bond Equivalent Yield of the
          auction rate of the applicable Treasury Bills as announced by the
          United States Department of the Treasury, or (4) if the rate referred
          to in clause (3) is not so announced by the United States Department
          of the Treasury, or if the Auction is not held, the Bond Equivalent
          Yield of the rate on the particular Interest Determination Date of the
          applicable Treasury Bills as published in H.15(519) under the caption
          "U.S. Government Securities/Treasury Bills/Secondary Market", or (5)
          if the rate referred to in clause (4) is not so published by 3:00
          P.M., New York City time, on the related Calculation Date, the rate on
          the particular Interest Determination Date of the applicable Treasury
          Bills as published in H.15 Daily Update, or another recognized
          electronic source used for the purpose of displaying the applicable
          rate, under the caption "U.S. Government Securities/Treasury
          Bills/Secondary Market", or (6) if the rate referred to in clause (5)
          is not so published by 3:00 P.M., New York City time, on the related
          Calculation Date, the rate on the particular Interest Determination
          Date calculated by the Calculation Agent as the Bond Equivalent Yield
          of the arithmetic mean of the secondary market bid rates, as of
          approximately 3:30 P.M., New York City time, on that Interest
          Determination Date, of three primary United States government
          securities dealers (which may include the Agents or their affiliates)
          selected by the Calculation Agent, for the issue of Treasury Bills
          with a remaining maturity closest to the Index Maturity specified on
          the face hereof, or (7) if the dealers so selected by the Calculation
          Agent are not quoting as mentioned in clause (6), the Treasury Rate in

                                      A-16


          effect on the particular Interest Determination Date.

               "Bond Equivalent Yield" means a yield (expressed as a percentage)
               calculated in accordance with the following formula:

               Bond Equivalent Yield =        D X N          X 100
                                       --------------------
                                           360 - (D X M)

               where "D" refers to the applicable per annum rate for Treasury
               Bills quoted on a bank discount basis and expressed as a decimal,
               "N" refers to 365 or 366, as the case may be, and "M" refers to
               the actual number of days in the applicable Interest Period.

               The "Treasury Rate Determination Date" for each Interest Reset
               Date means the day in the week in which the related Interest
               Reset Date falls on which day Treasury Bills are normally
               auctioned (i.e., Treasury Bills are normally sold at auction on
               Monday of each week, unless that day is a legal holiday, in which
               case the auction is normally held on the following Tuesday,
               except that the auction may be held on the preceding Friday);
               PROVIDED, HOWEVER, that if an auction is held on the Friday of
               the week preceding the related Interest Reset Date, the Interest
               Determination Date will be the preceding Friday.

     (H)  REGULAR FLOATING RATE NOTE. Unless the Note is designated as a
          Floating Rate/Fixed Rate Note or as having an Addendum attached or
          having other/additional provisions apply, in each case relating to a
          different interest rate formula, such Note that bears interest at
          floating rates will be a Regular Floating Rate Note and will bear
          interest at the rate determined by reference to the applicable
          Interest Rate Basis or Bases plus or minus the applicable Spread, if
          any, and/or multiplied by the applicable Spread Multiplier, if any.
          Commencing on the first Interest Reset Date, as specified on the face
          hereof, the rate at which interest on a Regular Floating Rate Note is
          payable will be reset as of each Interest Reset Date; PROVIDED,
          HOWEVER, that the interest rate in effect for the period, if any, from
          the date of issue to the first Interest Reset Date will be the Initial
          Interest Rate.

     (I)  FLOATING RATE/FIXED RATE NOTE. If the Note is designated as a
          "Floating Rate/Fixed Rate Note" on the face hereof, such Note that
          bears interest at floating rates will bear interest at the rate
          determined by reference to the applicable Interest Rate Basis or Bases
          plus or minus the applicable Spread, if any, and/or multiplied by the
          applicable Spread Multiplier, if any. Commencing on the first Interest
          Reset Date, the rate at which interest on a Floating Rate/Fixed Rate
          Note is payable will be reset as of each Interest Reset Date;
          PROVIDED, HOWEVER, that the interest rate in effect for the period, if
          any, from the date of issue to the first Interest Reset Date will be
          the Initial Interest Rate, as specified on the face hereof; and the
          interest rate in effect commencing on the Fixed Rate Commencement Date
          will be the Fixed Interest Rate, if specified on the face hereof, or,
          if not so

                                      A-17


          specified, the interest rate in effect on the day immediately
          preceding the Fixed Rate Commencement Date.

     SECTION 4. OPTIONAL REDEMPTION. Global Funding may redeem the Note prior to
the Stated Maturity Date at its option on any Business Day on or after the
Original Issue Date in whole or from time to time in part in increments of
$1,000 or any other integral multiple of an authorized denomination specified on
the face hereof (provided that any remaining principal amount of the Note shall
be at least $1,000 or other minimum authorized denomination applicable thereto),
at the applicable Redemption Price (as defined below), together with unpaid
interest accrued on the Note, any Additional Amounts and other amounts payable
with respect thereto to the date of redemption. Global Funding must give written
notice to the Holder of the Note to be redeemed at its option not more than 60
nor less than 30 calendar days prior to the date of redemption. "Redemption
Price" means an amount equal to the Initial Redemption Percentage specified on
the face hereof (as adjusted by the Annual Redemption Percentage Reduction, if
applicable) multiplied by the unpaid principal amount of Note to be redeemed.
The Initial Redemption Percentage, if any, shall decline at each anniversary of
the Initial Redemption Date by an amount equal to the applicable Annual
Redemption Percentage Reduction, if any, until the Redemption Price is equal to
100% of the unpaid amount thereof to be redeemed. Notwithstanding anything
herein to the contrary, Global Funding may redeem the Note on the Original Issue
Date without notice at a price equal to the principal amount of the Note (the
"Immediate Redemption Price"). Global Funding may pay the Redemption Price or
the Immediate Redemption Price in cash or Funding Agreement(s).

     SECTION 5. SINKING FUND. Unless otherwise specified on the face hereof, the
Note will not be subject to any sinking fund.

     SECTION 6. MODIFICATIONS AND AMENDMENTS. Sections [9.1 and 9.2] of the
Standard Funding Note Indenture Terms contain provisions permitting Global
Funding and the Indenture Trustee (1) without the consent of any Holder, to
execute Supplemental Indentures for limited purposes and take other actions set
forth in the Standard Funding Note Indenture Terms, and (2) with the consent of
the Holder of not less than 66 2/3% in aggregate principal amount of the Note at
the time outstanding, evidenced as in the Standard Funding Note Indenture Terms,
to execute Supplemental Indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or any Supplemental
Indenture or modifying in any manner the rights of the Holder of the Note
subject to specified limitations.

     SECTION 7. OBLIGATIONS UNCONDITIONAL. No reference herein to the Indenture
or the Standard Funding Note Indenture Terms and no provision of the Note or of
the Indenture shall alter or impair the obligation of Global Funding, which is
absolute and unconditional, to pay the principal of, interest on, or any other
amount due and owing with respect to, the Note at the places, at the respective
times, and at the rate herein prescribed.

     SECTION 8. COLLATERAL. Pursuant to the Indenture, Global Funding will
assign the relevant Funding Agreement(s) issued by Allstate Life in connection
with the issuance of the Note (each, a "Funding Agreement") to the Indenture
Trustee on behalf of the holder of the Note. The Note will be secured by a first
priority perfected security interest in the Collateral described on the face
hereof (the "Collateral") in favor of the Indenture Trustee and the other
persons

                                      A-18


identified in the Standard Indenture Terms.

     SECTION 9. SECURITY; LIMITED RECOURSE. The Note is solely the obligation of
Global Funding, and will not be guaranteed by any person, including but not
limited to Allstate Life Insurance Company ("Allstate Life"), any Allstate Life
Global Funding Trust, any Agent, the Trust Beneficial Owner, the Delaware
Trustee, the Indenture Trustee or any of their affiliates. Global Funding's
obligations under the Note will be secured by all of Global Funding's rights and
title in one or more Funding Agreement(s) issued by Allstate Life and other
rights and assets included in the applicable Collateral. The Holder of the Note
has no direct contractual rights against Allstate Life under the Funding
Agreement(s). Under the terms of each Funding Agreement, recourse rights to
Allstate Life will belong to Global Funding, its successors and permitted
assignees. Global Funding has pledged, collaterally assigned and granted a first
priority perfected security interest in the Collateral for the Note to the
Indenture Trustee on behalf of the Holder of the Note and the other persons
identified in the Standard Funding Note Indenture Terms. Recourse to Allstate
Life under each Funding Agreement will be enforceable only by the Indenture
Trustee as a secured party on behalf of the Holder of Note and the other persons
identified in the Standard Funding Note Indenture Terms.

     SECTION 10. EVENTS OF DEFAULT. In case an Event of Default, as defined in
the Standard Indenture Terms, shall have occurred and be continuing, the
principal of the Note may be declared, and upon such declaration shall become,
due and payable in the manner, with the effect and subject to the conditions
provided in the Standard Indenture Terms. If the Note is a Discount Note, the
amount of principal of the Note that becomes due and payable upon such
acceleration shall be equal to the amount calculated as set forth in Section 3
hereof.

     SECTION 11. WITHHOLDING; ADDITIONAL AMOUNTS. All amounts due in respect of
the Note will be made without withholding or deduction for or on account of any
present or future taxes, duties, levies, assessments or other governmental
charges of whatever nature imposed or levied by or on behalf of any governmental
authority in the United States having the power to tax on payments on the Note
unless the withholding or deduction is required by law. Unless otherwise
specified on the face hereof, Global Funding will not pay any additional amounts
("Additional Amounts") to the Holder of the Note in the event that any
withholding or deduction is so required by law, regulation or official
interpretation thereof, and the imposition of a requirement to make any such
withholding or deduction will not give rise to any independent right or
obligation to redeem the Note.

     SECTION 12. LISTING. Unless otherwise specified on the face hereof, the
Note will not be listed on any securities exchange.

     SECTION 13. NO RECOURSE AGAINST CERTAIN PERSONS. No recourse shall be had
for the payment of the principal of or the interest on the Note, or for any
claim based hereon, or otherwise in respect thereof, or based on or in respect
of the Indenture or any Supplemental Indenture, against the Nonrecourse Parties,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such personal
liability being, by the acceptance of any Note and as part of the consideration
for issue of the Note, expressly waived and released.

                                      A-19


     SECTION 14. GOVERNING LAW. The Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                      A-20


                                 ASSIGNMENT FORM
     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto Please Insert Social Security or

Other Identifying Number of Assignee


______________________________________________



________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE


________________________________________________________________________________

________________________________________________________________________________
the within Security of ALLSTATE LIFE GLOBAL FUNDING and does hereby irrevocably
constitute and appoint ___________________________________________ attorney to
transfer said Security on the books of the Issuer, with full power of
substitution in the premises.

Dated:
       ---------------------                     -------------------------------

                                                 -------------------------------

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatsoever.

                                      A-21




                                                                    EXHIBIT 10.3

                              FORM OF SECURITY FOR
       FUNDING NOTE RELATED TO SECURED MEDIUM TERM NOTES ISSUED UNDER THE
                        SECURED MEDIUM TERM NOTES PROGRAM

                               [FACE OF SECURITY]

                                                        CUSIP No.:

                          ALLSTATE LIFE GLOBAL FUNDING

                                  FUNDING NOTE

                                                          
Title of Note:                                               Stated Maturity Date:
Trust:                                                       Settlement Date and Time:
Principal Amount: $_____________                             Securities Exchange Listing: /  / Yes /  / No. If yes,
         (or principal amount of foreign or composite                 indicate name(s) of Securities Exchange(s):
         currency)                                                    __________________________.
Original Issue Date:                                         Floating Rate Note: /  / Yes /  / No. If yes,
Issue Price:                                                          Regular Floating Rate Notes: /  /
Interest Rate or Formula:                                             Inverse Floating Rate Notes: /  /
Fixed Rate Note: /  / Yes /  / No. If yes,                            Floating Rate/Fixed Rate Notes: /  /
         Interest Rate:                                               Interest Rate:
         Interest Payment Dates:                                      Interest Rate Basis(es):
         Day Count Convention:                                                LIBOR / /
         Additional/Other Terms:                                                    / / LIBOR Reuters Page:
Amortizing Note: /  / Yes /  / No. If yes,                                          / / LIBOR Telerate Page:
         Amortization schedule or formula:                                          LIBOR Currency:
         Additional/Other Terms:                                              Constant Maturity Treasury Rate /  /
Discount Note: /  / Yes /  / No. If yes,                                            Designated CMT Telerate Page:
         Total Amount of Discount:                                                           If Telerate Page 7052:
         Initial Accrual Period of Discount:                                                 / / Weekly Average
         Interest Payment Dates:                                                             / / Monthly Average
         Additional/Other Terms:

Redemption Provisions: /  / Yes /  / No. If yes,                                    Designated CMT Maturity Index:
Initial Redemption Date:                                                      CD Rate /  /
         Initial Redemption Percentage:                                       Commercial Paper Rate /  /
         Annual Redemption Percentage Reduction,                              Federal Funds Rate /  /
                 if any:                                                      Prime Rate /  /
         Additional/Other Terms:                                              Treasury Rate /  /
Repayment Provisions: /  / Yes /  / No. If yes,                               Eleventh District Cost of Funds Rate /  /
         Optional Repayment Date(s):                                          EURIBOR Rate /  /
         Optional Repayment Price:                                            Other /  /  See attached.
         Additional/Other Terms:                                      Index Maturity:





                                        1


                                                          
Regular Interest Record Date(s):
Sinking Fund:                                                         Spread and/or Spread Multiplier, if any:
Specified Currency:                                                   Initial Interest Rate, if any:
Exchange Rate Agent:                                                  Initial Interest Reset Date:
Calculation Agent:                                                    Interest Reset Dates:
Authorized Denominations:                                             Interest Determination Date(s):
Collateral: Allstate Life Insurance Company                           Interest Payment Dates:
         Funding Agreement No(s). /   /, all                          Maximum Interest Rate, if any:
         proceeds of such Funding Agreement(s), all                   Minimum Interest Rate, if any:
         books and records pertaining to such                         Fixed Rate Commencement Date, if any:
         Funding  Agreement(s) and all rights of Global               Fixed Interest Rate, if any:
         Funding pertaining to the foregoing.                         Day Count Convention:
Additional Amounts to be Paid: /  / Yes /  / No
Additional/Other Terms:                                      Additional/Other Terms:





     This note certificate represents a duly authorized funding note (the
"Note") of Allstate Life Global Funding, a statutory trust organized under the
laws of the State of Delaware ("Global Funding"). The Note is being issued in
connection with the issuance and sale by the trust specified above (the "Trust")
of the trust notes identified on Annex A to that certain series instrument to
which Global Funding and the Trust are parties (the "Series Instrument") (the
"Trust Notes"). The Note is being issued under the Funding Note Indenture, dated
as of the date hereof (as amended or supplemented from time to time, the
"Indenture") between Global Funding and J.P. Morgan Trust Company, National
Association, as indenture trustee (including any successor, the "Indenture
Trustee"). Capitalized terms used herein and not otherwise defined shall have
the respective meanings ascribed in the Standard Funding Note Indenture Terms,
dated as of [     ] (as amended or supplemented from time to time, the "Standard
Funding Note Indenture Terms").

     Subject to the immediately following paragraph, Global Funding, for value
received, hereby promises to pay to the Trust or its registered assigns (the
"Holder") on the Maturity Date (as defined below) (or on the date of redemption
or repayment by Global Funding) the principal amount of the Note and, if so
specified above, to pay interest from time to time on the Note from the Original
Issue Date (the "Original Issue Date") or from the most recent Interest Payment
Date to which interest has been paid or duly provided for at the rate per annum
determined in accordance with the provisions on the reverse hereof and as
specified above, until the principal of the Note is paid or made available for
payment and to pay such other amounts due and owing with respect to the Note.

     The Note shall be cancelled immediately upon the transfer by Global Funding
to, or as directed by, the Trust of each funding agreement identified on Annex A
to the Series Instrument (each, a "Funding Agreement"), and such cancellation
shall operate as a redemption of, and satisfaction of indebtedness represented
by, the Note.

     On any exchange or purchase and cancellation of the Note, details of such
exchange or purchase and cancellation shall be entered in the records of Global
Funding. Upon any such exchange or purchase and cancellation, the principal
amount of the Note shall be charged by the principal amount so exchanged or
purchased and cancelled, as provided in the Standard Indenture Terms.



     Unless otherwise set forth above, if the Notes are subject to an Annual
Redemption Percentage Reduction as specified above, the Redemption Price of the
Notes represented by this Note Certificate shall initially be the Initial
Redemption Percentage of the principal amount of the Notes represented by this
Note Certificate on the Initial Redemption Date and shall decline at each
anniversary of the Initial Redemption Date (each such date, a "Redemption Date")
by the Annual Redemption Percentage Reduction of such principal amount until the
Redemption Price is 100% of such principal amount.

     The Notes will mature on the earlier of the Stated Maturity Date and the
Maturity Date (as defined in the Trust Notes) of the Trust Notes (the "Trust
Notes Maturity Date"), unless its principal (or, any installment of its
principal) becomes due and payable prior to any such date, whether, as
applicable, by the declaration of acceleration of maturity, notice of redemption
at the option of the Trust, notice of the Holder's option to elect repayment or
otherwise (the Stated Maturity Date, the Trust Notes Maturity Date or any date
prior to any such date on which the Note becomes due and payable, as the case
may be, are referred to as the "Maturity Date" with respect to principal of the
Note repayable on such date).

     Unless otherwise provided above and except as provided in the following
paragraph, Global Funding will pay interest on each Interest Payment Date
specified above, commencing with the first Interest Payment Date next succeeding
the Original Issue Date, and on the Maturity Date; PROVIDED that any payment of
principal, premium, if any, interest or other amounts to be made on any Interest
Payment Date or on a Maturity Date that is not a Business Day shall be made on
the next succeeding Business Day, PROVIDED, HOWEVER, with respect to an Interest
Payment Date other than the Maturity Date, if the Note is a LIBOR Note (as
defined in Section 3 on the reverse hereof) and that next succeeding Business
Day falls in the next succeeding calendar month, such payment shall be made on
the immediately preceding Business Day.

     Unless otherwise specified above, the interest payable on each Interest
Payment Date or on the Maturity Date will be the amount equal to the interest
accrued from and including the immediately preceding Interest Payment Date in
respect of which interest has been paid or from and including the date of issue,
if no interest has been paid, to but excluding the applicable Interest Payment
Date or the Maturity Date, as the case may be (each, an "Interest Period").

     Reference is hereby made to the further provisions of the Note set forth on
the reverse hereof and, if so specified on the face hereof, in an Addendum
hereto, which further provisions shall for all purposes have the same force and
effect as if set forth on the face hereof.

     Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to the Note as specified above, the Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions."

     The Note represented by this Note Certificate shall not be valid or become
obligatory for any purpose until the certificate of authentication hereon shall
have been executed by the Indenture Trustee pursuant to the Indenture.



     IN WITNESS WHEREOF, Global Funding has caused this instrument to be duly
executed on its behalf.

Dated: Original Issue Date            ALLSTATE LIFE GLOBAL FUNDING
                                      as Issuer


                                      By:
                                          -------------------------------
                                          Name:
                                          Title:


                          CERTIFICATE OF AUTHENTICATION

     This Note Certificate represents the Note described in the within-mentioned
Indenture and is being issued in accordance with Section [2.5(f)] of the
Standard Funding Note Indenture Terms.

Dated: Original Issue Date            J.P. MORGAN TRUST COMPANY, NATIONAL
                                              ASSOCIATION,
                                      as Indenture Trustee

                                      By:
                                          -------------------------------
                                          Authorized Signatory



                        [REVERSE OF DEFINITIVE SECURITY]

     SECTION 1. GENERAL. This Note is being issued pursuant to the Indenture in
connection with the issuance and sale by the Trust of the Trust Notes. The Note
shall be cancelled immediately upon the transfer by Global Funding to, or as
directed by, the Trust of each Funding Agreement, and such cancellation shall
operate as a redemption of, and satisfaction of indebtedness represented by, the
Note.

     SECTION 2. CURRENCY. The Note is denominated in, and payments of principal
of, premium, if any, and interest on, if any, and other amounts in respect of,
the Note will be in the Specified Currency designated on the face hereof. If the
Note is a Foreign Currency Note, any amounts so payable by Global Funding in the
Specified Currency will be converted by the exchange rate agent designated on
the face hereof (the "Exchange Rate Agent") into United States dollars for
payment to the registered holders hereof unless otherwise specified on the face
hereof or a registered holder elects, in the manner described below, to receive
payments in the Specified Currency.

     If the Specified Currency for Foreign Currency Note is not available for
any required payment of principal, premium, if any, and/or interest, if any, due
to the imposition of exchange controls or other circumstances beyond the control
of Global Funding, Global Funding will be entitled to satisfy the obligations to
the registered holders of such Foreign Currency Note by making payments in
United States dollars based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent at approximately 11:00 A.M., New York City
time, on the second Business Day preceding the applicable payment date from
three recognized foreign exchange dealers (one of whom may be the Exchange Rate
Agent) selected by the Exchange Rate Agent and approved by Global Funding for
the purchase by the quoting dealer of the Specified Currency for United States
dollars for settlement on that payment date in the aggregate amount of the
Specified Currency payable to all registered holders of such Foreign Currency
Note scheduled to receive United States dollar payments and at which the
applicable dealer commits to execute a contract. All currency exchange costs
will be borne by the relevant registered holders of such Foreign Currency Note
by deductions from any payments. If three bid quotations are not available,
payments will be made in the Specified Currency.

     Registered holders of a Foreign Currency Note may elect to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest,
if any, in the Specified Currency by submitting a written request to the
Indenture Trustee at its corporate trust office in The City of New York on or
prior to the applicable Regular Interest Record Date or at least fifteen
calendar days prior to the Maturity Date, as the case may be. This written
request may be mailed or hand delivered or sent by cable, telex or other form of
facsimile transmission. This election will remain in effect until revoked by
written notice delivered to the Indenture Trustee on or prior to a Regular
Interest Record Date or at least fifteen calendar days prior to the Maturity
Date, as the case may be. Registered holders of a Foreign Currency Note to be
held in the name of a broker or nominee should contact their broker or nominee
to determine whether and how an election to receive payments in the Specified
Currency may be made.

     Unless otherwise specified on the face hereof, if the Specified Currency is
other than



United States dollars, if the Holder hereof elects to receive payments of
principal, premium, if any, and/or interest, if any, in the Specified Currency,
the Holder must notify the Indenture Trustee of that election on or prior to the
fifth Business Day after the applicable Regular Interest Record Date or at least
ten calendar days prior to the Maturity Date, as the case may be. If complete
instructions are received by the Indenture Trustee on or prior to such dates,
then the Holder will receive payments in the Specified Currency.

     Unless otherwise specified on the face hereof, if payment in the Specified
Currency hereon is not available to Global Funding for any required payment of
principal, premium, if any, and/or interest, if any, due to the imposition of
exchange controls or other circumstances beyond Global Funding's control, then
Global Funding will be entitled to satisfy its obligations by making payments in
United States dollars on the basis of the Market Exchange Rate, computed by the
Exchange Rate Agent as described above, on the second Business Day prior to the
particular payment or, if the Market Exchange Rate is not then available, on the
basis of the most recently available Market Exchange Rate. The "Market Exchange
Rate" for a Specified Currency other than United States dollars means the noon
dollar buying rate in The City of New York for cable transfers for the Specified
Currency as certified for customs purposes (or, if not so certified, as
otherwise determined) by the Federal Reserve Bank of New York. Any payment in
respect hereof made under such circumstances in U.S. Dollars will not constitute
an Event of Default under the Indenture.

     In the event that a member state of the European Union in whose national
currency is the Specified Currency becomes a participant member in the third
stage of the European economic and monetary union, Global Funding may on or
after the date of such occurrence, without the consent of the Holder hereof,
redenominate all, but not less than all, of the Note hereof.

     All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion and, in the absence of manifest error, shall be
conclusive for all purposes and binding on the Holder hereof and any applicable
Entitlement Holders.

     All currency exchange costs will be borne by the Holder hereof by deduction
from the payments made hereon.

     SECTION 3. DETERMINATION OF INTEREST RATE AND OTHER PAYMENT PROVISIONS.

     FIXED RATE NOTE. If the Note is designated on the face hereof as a "Fixed
Rate Note," the Note will bear interest from the Original Issue Date until the
Maturity Date. Unless otherwise specified on the face hereof, the rate of
interest payable on the Note will not be adjusted; unless otherwise specified on
the face hereof, interest will be payable on the Interest Payment Dates set
forth on the face hereof and at the Maturity Date. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. If any Interest Payment
Date or the Maturity Date of a Fixed Rate Note falls on a day that is not a
Business Day, any payments of principal, premium, if any, and/or interest or
other amounts required to be made, may be made on the next succeeding Business
Day, and no additional interest will accrue in respect of the payment made on
that next succeeding Business Day.

     DISCOUNT NOTE. If the Note is designated on the face hereof as a "Discount
Note" (as



defined below), payments in respect of the Note shall be made as set forth on
the face hereof. In the event a Discount Note is redeemed, repaid or
accelerated, the amount payable to the Holder of such Note on the Maturity Date
will be equal to the sum of (1) the Issue Price (increased by any accruals of
discount) and, in the event of any redemption of such Discount Note, if
applicable, multiplied by the Initial Redemption Percentage (as adjusted by the
Annual Redemption Percentage Reduction, if applicable); and (2) any unpaid
interest accrued on such Discount Note to the date of redemption, repayment or
acceleration of maturity, as applicable. For purposes of determining the amount
of discount that has accrued as of any date on which a redemption, repayment or
acceleration of maturity of the Note occurs for a Discount Note, the discount
will be accrued using a constant yield method. The constant yield will be
calculated using a 30-day month, 360-day year convention, a compounding period
that, except for the Initial Period (as defined below), corresponds to the
shortest period between Interest Payment Dates for a Discount Note (with ratable
accruals within a compounding period), a coupon rate equal to the initial coupon
rate applicable to a Discount Note and an assumption that the maturity of such
Discount Note will not be accelerated. If the period from the date of issue to
the first Interest Payment Date for a Discount Note (the "Initial Period") is
shorter than the compounding period for such Discount Note, a proportionate
amount of the yield for an entire compounding period will be accrued. If the
Initial Period is longer than the compounding period, then the period will be
divided into a regular compounding period and a short period with the short
period being treated as provided in the preceding sentence. A "Discount Note" is
any Note that has an Issue Price that is less than 100% of the principal amount
thereof by more than a percentage equal to the product of 0.25% and the number
of full years to the Stated Maturity Date.

     AMORTIZING NOTE. If the Note is specified on the face hereof as a
"Amortizing Note," the Note shall bear interest at the rate set forth on the
face hereof, and payments of principal and interest shall be made as set forth
on the face hereof and/or in accordance with SCHEDULE I attached hereto. Unless
otherwise specified on the face hereof, interest on the Note will be computed on
the basis of a 360-day year of twelve 30-day months. Payments with respect to an
Amortizing Note will be applied first to interest due and payable on the Note
and then to the reduction of the unpaid principal amount of the Note.

     FLOATING RATE NOTE. If the Note is specified on the face hereof as a
"Floating Rate Note," interest on the Note shall accrue and be payable in
accordance with this Section 3. A Floating Rate Note may be a CD Rate Note, CMT
Rate Note, Commercial Paper Rate Note, Eleventh District Cost of Funds Rate
Note, Federal Funds Rate Note, LIBOR Note, EURIBOR Note, Prime Rate Note,
Treasury Rate Note, or as otherwise set forth on the face hereof. If the Note is
designated on the face hereof as a Floating Rate Note, the face hereof will
specify whether the Note is a Regular Floating Rate Note, Inverse Floating Rate
Note or Floating Rate/Fixed Rate Note. For the period from the date of issue to,
but not including, the first Interest Reset Date set forth on the face hereof,
the interest rate hereon shall be the Initial Interest Rate specified on the
face hereof. Thereafter, the interest rate hereon will be reset as of and be
effective as of each Interest Reset Date.

     (A)  If any Interest Reset Date would otherwise be a day that is not a
          Business Day, such Interest Reset Date shall be postponed to the next
          day that is a Business Day; PROVIDED, HOWEVER, that if the Note is a
          LIBOR Note and such Business Day is in the next succeeding calendar
          month, such Interest Reset Date shall be the



          Business Day immediately preceding such Interest Reset Date.

     (B)  Unless specified otherwise on the face hereof, Interest Reset Dates
          are as follows: (1) if the Note resets daily, each Business Day, (2)
          if the Note resets weekly, other than Treasury Rate Note, the
          Wednesday of each week, (3) if the Note is a Treasury Rate Note that
          resets weekly, and except as provided below under "Treasury Rate
          Note," the Tuesday of each week, (4) if the Note resets monthly, the
          third Wednesday of each month, unless the Eleventh District Cost of
          Funds Rate is the Interest Rate Basis (as defined below) applicable to
          the Note, in which case the Note will reset the first calendar day of
          the month, (5) if the Note resets quarterly, the third Wednesday of
          March, June, September and December of each year, (6) if the Note
          resets semiannually, the third Wednesday of each of the two months
          specified on the face hereof and (7) if the Note resets annually, the
          third Wednesday of the month specified each year; PROVIDED, HOWEVER,
          that with respect to Floating Rate/ Fixed Rate Note, the rate of
          interest thereon will not reset after the particular Fixed Rate
          Commencement Date specified on the face hereof (the "Fixed Rate
          Commencement Date").

     (C)  Accrued interest is calculated by multiplying the principal amount of
          such Floating Rate Note by an accrued interest factor. The accrued
          interest factor is computed by adding the interest factor calculated
          for each day in the particular Interest Period. The interest factor
          for each day will be computed by dividing the interest rate applicable
          to such day by 360, in the case of a Floating Rate Note as to which
          the CD Rate, the Commercial Paper Rate, the Eleventh District Cost of
          Funds Rate, the Federal Funds Rate, LIBOR or the Prime Rate is an
          applicable Interest Rate Basis, or by the actual number of days in the
          year, in the case of a Floating Rate Note as to which the CMT Rate or
          the Treasury Rate is an applicable Interest Rate Basis. The interest
          factor for a Floating Rate Note as to which the interest rate is
          calculated with reference to two or more Interest Rate Bases will be
          calculated in each period in the same manner as if only the applicable
          Interest Rate Basis specified on the face hereof applied. The interest
          rate shall be set forth on the face hereof. For purposes of making the
          foregoing calculation, the interest rate in effect on any Interest
          Reset Date will be the applicable rate as reset on that date. Unless
          otherwise specified on the face hereof, the interest rate that is
          effective on the applicable Interest Reset Date will be determined on
          the applicable Interest Determination Date and calculated on the
          applicable Calculation Date (as defined below). "Calculation Date"
          means the date by which the Calculation Agent designated on the face
          hereof, is to calculate the interest rate which will be the earlier of
          (1) the tenth calendar day after the particular Interest Determination
          Date or, if such day is not a Business Day, the next succeeding
          Business Day; or (2) the Business Day immediately preceding the
          applicable Interest Payment Date or the Maturity Date, as the case may
          be.

     (D)  Unless otherwise specified on the face hereof, all percentages
          resulting from any calculation on a Floating Rate Note will be rounded
          to the nearest one hundred-thousandth of a percentage point, with five
          one-millionths of a percentage point rounded upwards. All dollar
          amounts used in or resulting from



          any calculation on a Floating Rate Note will be rounded, in the case
          of United States dollars, to the nearest cent or, in the case of a
          foreign currency, to the nearest unit (with one-half cent or unit
          being rounded upwards).

     Unless otherwise specified on the face hereof and except as provided below,
interest will be payable as follows: (1) if the Interest Reset Date for the Note
is daily, weekly or monthly, interest will be payable on the third Wednesday of
each month or on the third Wednesday of March, June, September and December of
each year, as specified on the face hereof, (2) if the Interest Reset Date for
the Note is quarterly, interest will be payable on the third Wednesday of March,
June, September, and December of each year, (3) if the Interest Reset Date for
the Note is semiannually, interest will be payable on the third Wednesday of
each of two months specified on the face hereof of each year, (4) if the
Interest Reset Date for the Note is annually, interest will be payable on the
third Wednesday of the month specified on the face hereof of each year. In each
of these cases, interest will also be payable on the Maturity Date.

     If specified on the face hereof, the Note may have either or both of a
Maximum Interest Rate or Minimum Interest Rate. If a Maximum Interest Rate is so
designated, the interest rate that may accrue during any Interest Period for a
Floating Rate Note cannot ever exceed such Maximum Interest Rate and in the
event that the interest rate on any Interest Reset Date would exceed such
Maximum Interest Rate (as if no Maximum Interest Rate were in effect) then the
interest rate on such Interest Reset Date shall be the Maximum Interest Rate. If
a Minimum Interest Rate is so designated, the interest rate that may accrue
during any Interest Period for a Floating Rate Note cannot ever be less than
such Minimum Interest Rate and in the event that the interest rate on any
Interest Reset Date would be less than such Minimum Interest Rate (as if no
Minimum Interest Rate were in effect) then the interest rate on such Interest
Reset Date shall be the Minimum Interest Rate. Notwithstanding anything to the
contrary contained herein, if the Note is designated on the face hereof as a
Floating Rate Note, the interest rate on the Note shall not exceed the maximum
interest rate permitted by applicable law.

     All determinations of interest by the Calculation Agent designated on the
face hereof will, in the absence of manifest error, be conclusive for all
purposes and binding on the Holder of the Note and neither the Indenture Trustee
nor the Calculation Agent shall have any liability to the Holder of the Note in
respect of any determination, calculation, quote or rate made or provided by the
Calculation Agent. Upon request of the Holder of the Note, the Calculation Agent
will provide the interest rate then in effect and, if determined, the interest
rate that will become effective on the next Interest Reset Date with respect to
the Note. If the Calculation Agent is incapable or unwilling to act as such or
if the Calculation Agent fails duly to establish the interest rate for any
interest accrual period or to calculate the interest amount or any other
requirements, Global Funding will appoint a successor to act as such in its
place. The Calculation Agent may not resign its duties until a successor has
been appointed and such successor has accepted its appointment.

     Subject to applicable provisions of law and except as specified herein, on
each Interest Reset Date, the rate of interest on the Note on and after the
first Interest Reset Date shall be the interest rate determined in accordance
with the provisions of the heading below which has been designated as the
Interest Rate Basis on the face hereof (the "Interest Rate Basis"), the base
rate, plus or minus the Spread, if any, specified on the face hereof and/or
multiplied by the Spread



Multiplier, if any, specified on the face hereof.

     (A)  CD RATE NOTE. If the Interest Rate Basis is the CD Rate, the Note
          shall be deemed to be a "CD Rate Note." A CD Rate Note will bear
          interest at the interest rate calculated with reference to the CD Rate
          and the Spread or Spread Multiplier, if any. The Calculation Agent
          will determine the CD Rate on each Interest Determination Date. The
          Interest Determination Date is the second Business Day immediately
          preceding the related Interest Reset Date. "CD Rate" means the rate on
          the particular Interest Determination Date for negotiable United
          States dollar certificates of deposit having the Index Maturity
          specified on the face hereof as published in H.15(519) (as defined
          below) under the caption "CDs (secondary market)", or, if not so
          published by 3:00 P.M., New York City time, on the related Calculation
          Date, the rate on the particular Interest Determination Date for
          negotiable United States dollar certificates of the particular Index
          Maturity as published in the H.15 Daily Update (as defined below) or
          other recognized electronic source used for the purpose of displaying
          the applicable rate under the heading "CDs (secondary market)." If
          such rate is not yet published in either H.15(519) or the H.15 Daily
          Update by 3:00 P.M., New York City time, on the related Calculation
          Date, then the CD Rate will be the rate on the particular Interest
          Determination Date calculated by the Calculation Agent as the
          arithmetic mean of the secondary market offered rates as of 10:00
          A.M., New York City time on that Interest Determination Date of three
          leading nonbank dealers in negotiable United States dollar
          certificates of deposit in The City of New York (which may include the
          Agents or their affiliates) selected by the Calculation Agent for
          negotiable United States dollar certificates of deposit of major
          United States money market banks for negotiable United States
          certificates of deposit with a remaining maturity closest to the
          particular Index Maturity in an amount that is representative for a
          single transaction in that market at that time, or, if the dealers so
          selected by the Calculation Agent are not quoting as described in the
          preceding sentence, the CD Rate in effect on the particular Interest
          Determination Date. "H.15(519)" means the weekly statistical release
          designated as H.15(519), or any successor publication, published by
          the Board of Governors of the Federal Reserve System; and "H.15 Daily
          Update" means the daily update of H.15(519), available through the
          Board of Governors of the Federal Reserve System at
          http://www.federalreserve.gov/releases/H15/update, or any successor
          site or publication.

     (B)  CMT RATE NOTE. If the Interest Basis is the CMT Rate, the Note shall
          be deemed to be a "CMT Rate Note." A CMT Rate Note will bear interest
          at the interest rate calculated with reference to the CMT Rate and the
          Spread or Spread Multiplier, if any. The Calculation Agent will
          determine the CMT Rate on each applicable Interest Determination Date.
          The applicable Interest Determination Date is the second Business Day
          prior to the Interest Reset Date. "CMT Rate" means (1) if CMT
          Moneyline Telerate Page 7051 is specified on the face hereof: (a) the
          percentage equal to the yield for United States Treasury securities at
          "constant maturity" having the Index Maturity specified on the face
          hereof as published in H.15(519) under the caption "Treasury Constant
          Maturities", as the yield is



          displayed on Moneyline Telerate (or any successor service) on page
          7051 (or any other page as may replace the specified page on that
          service) ("Moneyline Telerate Page 7051"), for the particular Interest
          Determination Date, or (b) if the rate referred to in clause (a) does
          not so appear on Moneyline Telerate Page 7051, the percentage equal to
          the yield for United States Treasury securities at "constant maturity"
          having the particular Index Maturity and for the particular Interest
          Determination Date as published in H.15(519) under the caption
          "Treasury Constant Maturities", or (c) if the rate referred to in
          clause (b) does not so appear in H.15(519), the rate on the particular
          Interest Determination Date for the period of the particular Index
          Maturity as may then be published by either the Federal Reserve System
          Board of Governors or the United States Department of the Treasury
          that the Calculation Agent determines to be comparable to the rate
          which would otherwise have been published in H.15(519), or (d) if the
          rate referred to in clause (c) is not so published, the rate on the
          particular Interest Determination Date calculated by the Calculation
          Agent as a yield to maturity based on the arithmetic mean of the
          secondary market bid prices at approximately 3:30 P.M., New York City
          time, on that Interest Determination Date of three leading primary
          United States government securities dealers in The City of New York
          (which may include the Agents or their affiliates) (each, a "Reference
          Dealer"), selected by the Calculation Agent from five Reference
          Dealers selected by the Calculation Agent and eliminating the highest
          quotation, or, in the event of equality, one of the highest, and the
          lowest quotation or, in the event of equality, one of the lowest, for
          United States Treasury securities with an original maturity equal to
          the particular Index Maturity, a remaining term to maturity no more
          than one year shorter than that Index Maturity and in a principal
          amount that is representative for a single transaction in the
          securities in that market at that time, or (e) if fewer than five but
          more than two of the prices referred to in clause (d) are provided as
          requested, the rate on the particular Interest Determination Date
          calculated by the Calculation Agent based on the arithmetic mean of
          the bid prices obtained and neither the highest nor the lowest of the
          quotations shall be eliminated, or (f) if fewer than three prices
          referred to in clause (d) are provided as requested, the rate on the
          particular Interest Determination Date calculated by the Calculation
          Agent as a yield to maturity based on the arithmetic mean of the
          secondary market bid prices as of approximately 3:30 P.M., New York
          City time, on that Interest Determination Date of three Reference
          Dealers selected by the Calculation Agent from five Reference Dealers
          selected by the Calculation Agent and eliminating the highest
          quotation or, in the event of equality, one of the highest and the
          lowest quotation or, in the event of equality, one of the lowest, for
          United States Treasury securities with an original maturity greater
          than the particular Index Maturity, a remaining term to maturity
          closest to that Index Maturity and in a principal amount that is
          representative for a single transaction in the securities in that
          market at that time, or (g) if fewer than five but more than two
          prices referred to in clause (f) are provided as requested, the rate
          on the particular Interest Determination Date calculated by the
          Calculation Agent based on the arithmetic mean of the bid prices
          obtained and neither the highest nor the lowest of the quotations will
          be eliminated, or (h) if fewer than three prices



          referred to in clause (f) are provided as requested, the CMT Rate in
          effect on the particular Interest Determination Date; (2) if CMT
          Moneyline Telerate Page 7052 is specified on the face hereof (a) the
          percentage equal to the one-week or one-month, as specified on the
          face hereof, average yield for United States Treasury securities at
          "constant maturity" having the Index Maturity specified on the face
          hereof as published in H.15(519) opposite the caption "Treasury
          Constant Maturities", as the yield is displayed on Moneyline Telerate
          (or any successor service) (on page 7052 or any other page as may
          replace the specified page on that service) ("Moneyline Telerate Page
          7052"), for the week or month, as applicable, ended immediately
          preceding the week or month, as applicable, in which the particular
          Interest Determination Date falls, or (b) if the rate referred to in
          clause (a) does not so appear on Moneyline Telerate Page 7052, the
          percentage equal to the one-week or one-month, as specified on the
          face hereof, average yield for United States Treasury securities at
          "constant maturity" having the particular Index Maturity and for the
          week or month, as applicable, preceding the particular Interest
          Determination Date as published in H.15(519) opposite the caption
          "Treasury Constant Maturities", or (c) if the rate referred to in
          clause (b) does not so appear in H.15(519), the one-week or one-month,
          as specified on the face hereof, average yield for United States
          Treasury securities at "constant maturity" having the particular Index
          Maturity as otherwise announced by the Federal Reserve Bank of New
          York for the week or month, as applicable, ended immediately preceding
          the week or month, as applicable, in which the particular Interest
          Determination Date falls, or (d) if the rate referred to in clause (c)
          is not so published, the rate on the particular Interest Determination
          Date calculated by the Calculation Agent as a yield to maturity based
          on the arithmetic mean of the secondary market bid prices at
          approximately 3:30 P.M., New York City time, on that Interest
          Determination Date of three Reference Dealers selected by the
          Calculation Agent from five Reference Dealers selected by the
          Calculation Agent and eliminating the highest quotation, or, in the
          event of equality, one of the highest, and the lowest quotation or, in
          the event of equality, one of the lowest, for United States Treasury
          securities with an original maturity equal to the particular Index
          Maturity, a remaining term to maturity no more than one year shorter
          than that Index Maturity and in a principal amount that is
          representative for a single transaction in the securities in that
          market at that time, or (e) if fewer than five but more than two of
          the prices referred to in clause (d) are provided as requested, the
          rate on the particular Interest Determination Date calculated by the
          Calculation Agent based on the arithmetic mean of the bid prices
          obtained and neither the highest nor the lowest of the quotations
          shall be eliminated, or (f) if fewer than three prices referred to in
          clause (d) are provided as requested, the rate on the particular
          Interest Determination Date calculated by the Calculation Agent as a
          yield to maturity based on the arithmetic mean of the secondary market
          bid prices as of approximately 3:30 P.M., New York City time, on that
          Interest Determination Date of three Reference Dealers selected by the
          Calculation Agent from five Reference Dealers selected by the
          Calculation Agent and eliminating the highest quotation or, in the
          event of equality, one of the highest and the lowest quotation or, in
          the event of equality, one of the lowest, for United States



          Treasury securities with an original maturity greater than the
          particular Index Maturity, a remaining term to maturity closest to
          that Index Maturity and in a principal amount that is representative
          for a single transaction in the securities in that market at the time,
          or (g) if fewer than five but more than two prices referred to in
          clause (f) are provided as requested, the rate on the particular
          Interest Determination Date calculated by the Calculation Agent based
          on the arithmetic mean of the bid prices obtained and neither the
          highest nor the lowest of the quotations will be eliminated, or (h) if
          fewer than three prices referred to in clause (f) are provided as
          requested, the CMT Rate in effect on that Interest Determination Date.

               If two United States Treasury securities with an original
               maturity greater than the Index Maturity specified on the face
               hereof have remaining terms to maturity equally close to the
               particular Index Maturity, the quotes for the United States
               Treasury security with the shorter original remaining term to
               maturity will be used.

     (C)  COMMERCIAL PAPER RATE NOTE. If the Interest Rate Basis is the
          Commercial Paper Rate, the Note shall be deemed to be a "Commercial
          Paper Rate Note." A Commercial Paper Rate Note will bear interest for
          each Interest Reset Date at the interest rate calculated with
          reference to the Commercial Paper Rate and the Spread or Spread
          Multiplier, if any. The Calculation Agent will determine the
          Commercial Paper Rate on each applicable Interest Determination Date.
          The Interest Determination Date is the Business Day immediately
          preceding the related Interest Reset Date. "Commercial Paper Rate"
          means the Money Market Yield (calculated as described below) on the
          Interest Determination Date of the rate for commercial paper having
          the applicable Index Maturity as such rate is published in H.15(519)
          under the heading "Commercial Paper -- Nonfinancial." If such rate is
          not published by 3:00 P.M., New York City time, on the Calculation
          Date pertaining to such Interest Determination Date, then the
          Commercial Paper Rate shall be the Money Market Yield on the
          particular Interest Determination Date of the rate for commercial
          paper having the particular Index Maturity as published on H.15 Daily
          Update or such other recognized electronic source used for the
          purposes of displaying the applicable rate, under the caption
          "Commercial Paper -- Nonfinancial", or if such rate is not published
          by 3:00 P.M., New York City time, on the Calculation Date, then the
          Commercial Paper Rate as calculated by the Calculation Agent shall be
          the Money Market Yield of the arithmetic mean of the offered rates at
          approximately 11:00 A.M., New York City time, on that Interest
          Determination Date of three leading dealers of United States dollar
          commercial paper in The City of New York (which may include the Agents
          or their affiliates) selected by the Calculation Agent for commercial
          paper having the particular Index Maturity placed for industrial
          issuers whose bond rating is "Aa", or the equivalent, from a
          nationally recognized statistical rating organization; PROVIDED,
          HOWEVER, that if the dealers selected by the Calculation Agent are not
          quoting offered rates as mentioned above, the Commercial Paper Rate in
          effect on the particular Interest Determination Date.



               "Money Market Yield" shall be a yield (expressed as a percentage)
               calculated in accordance with the following formula:

               Money Market Yield =         D X 360        X 100
                                      -------------------
                                         360 - (D X M)

               where "D" refers to the per annum rate for the commercial paper,
               quoted on a bank discount basis and expressed as a decimal; and
               "M" refers to the actual number of days in the applicable
               Interest Period.

     (D)  ELEVENTH DISTRICT COST OF FUNDS RATE NOTE. If the Interest Basis is
          the Eleventh District Costs of Funds Rate, the Note shall be deemed to
          be a "Eleventh District Cost of Funds Rate Note." An Eleventh District
          Cost of Funds Note will bear interest at the interest rate calculated
          with reference to the Eleventh District Cost of Funds Rate and the
          Spread or Spread Multiplier, if any. The Calculation Agent will
          determine the Eleventh District Cost of Rate on each applicable
          Interest Determination Date. The applicable Interest Determination
          Date is the last working day of the month immediately preceding the
          related Interest Reset Date on which the Federal Home Loan Bank of San
          Francisco publishes the Eleventh District Index. The "Eleventh
          District Cost of Funds Rate" means (1) the rate equal to the monthly
          weighted average cost of funds for the calendar month immediately
          preceding the month in which the particular Interest Determination
          Date falls as set forth under the caption "11th District" on the
          display on Moneyline Telerate (or any successor service) on page 7058
          (or any other page as may replace the specified page on that service)
          ("Moneyline Telerate Page 7058") as of 11:00 A.M., San Francisco time,
          on that Interest Determination Date, or (2) if the rate referred to in
          clause (1) does not so appear on Moneyline Telerate Page 7058, the
          monthly weighted average cost of funds paid by member institutions of
          the Eleventh Federal Home Loan Bank District that was most recently
          announced (the "Eleventh District Index") by the Federal Home Loan
          Bank of San Francisco as the cost of funds for the calendar month
          immediately preceding that Interest Determination Date, or (3) if the
          Federal Home Loan Bank of San Francisco fails to announce the Eleventh
          District Index on or prior to the particular Interest Determination
          Date for the calendar month immediately preceding that Interest
          Determination Date, the Eleventh District Cost of Funds Rate in effect
          on the particular Interest Determination Date.

     (E)  FEDERAL FUNDS RATE NOTE. If the Interest Rate Basis is the Federal
          Funds Rate, the Note shall be deemed to be a "Federal Funds Rate
          Note." A Federal Funds Rate Note will bear interest for each Interest
          Reset Date at the interest rate calculated with reference to the
          Federal Funds Rate and the Spread or Spread Multiplier, if any. The
          Calculation Agent will determine the Federal Funds Rate on each
          applicable Interest Determination Date. The Interest Determination
          Date is the Business Day immediately preceding the related Interest
          Reset Date. "Federal Funds Rate" means (1) the rate on the particular
          Interest Determination Date for United States dollar federal funds as
          published in H.15(519) under the caption "Federal Funds (Effective)"
          and displayed on Moneyline Telerate (or any



          successor service) on page 120 (or any other page as may replace the
          specified page on that service) ("Moneyline Telerate Page 120"), or
          (2) if the rate referred to in clause (1) does not so appear on
          Moneyline Telerate Page 120 or is not so published by 3:00 P.M., New
          York City time, on the related Calculation Date, the rate on the
          particular Interest Determination Date for United States dollar
          federal funds as published in H.15 Daily Update, or such other
          recognized electronic source used for the purpose of displaying the
          applicable rate, under the caption "Federal Funds (Effective)", or (3)
          if the rate referred to in clause (2) is not so published by 3:00
          P.M., New York City time, on the related Calculation Date, the rate on
          the particular Interest Determination Date calculated by the
          Calculation Agent as the arithmetic mean of the rates for the last
          transaction in overnight United States dollar federal funds arranged
          by three leading brokers of United States dollar federal funds
          transactions in The City of New York (which may include the Agents or
          their affiliates), selected by the Calculation Agent prior to 9:00
          A.M., New York City time, on that Interest Determination Date, or (4)
          if the brokers so selected by the Calculation Agent are not quoting as
          mentioned in clause (3), the Federal Funds Rate in effect on the
          particular Interest Determination Date.

     (F)  LIBOR NOTE. If the Interest Rate Basis is LIBOR (as defined below),
          the Note shall be deemed to be a "LIBOR Note." A LIBOR Note will bear
          interest for each Interest Period at the interest rate calculated with
          reference to LIBOR and the Spread or Spread Multiplier, if any. On
          each applicable Interest Determination Date the Calculation Agent will
          determine LIBOR. The applicable Interest Determination Date is the
          second London Banking Day preceding the related Interest Reset Date.

               LIBOR means: (1) if "LIBOR Moneyline Telerate" is specified on
               the face hereof or if neither "LIBOR Reuters" nor "LIBOR
               Moneyline Telerate" is specified on the face hereof as the method
               for calculating LIBOR, the rate for deposits in the LIBOR
               Currency (as defined below) having the Index Maturity specified
               on the face hereof, commencing on the related Interest Reset
               Date, that appears on the LIBOR Page (as defined below) as of
               11:00 A.M., London time, on the particular Interest Determination
               Date, or (2) if "LIBOR Reuters" is specified on the face hereof,
               the arithmetic mean of the offered rates, calculated by the
               Calculation Agent, or the offered rate, if the LIBOR Page by its
               terms provides only for a single rate, for deposits in the LIBOR
               Currency having the particular Index Maturity, commencing on the
               related Interest Reset Date, that appear or appears, as the case
               may be, on the LIBOR Page as of 11:00 A.M., London time, on the
               particular Interest Determination Date, or (3) if fewer than two
               offered rates appear, or no rate appears, as the case may be, on
               the particular Interest Determination Date on the LIBOR Page as
               specified in clause (1) or (2), as applicable, the rate
               calculated by the Calculation Agent of at least two offered
               quotations obtained by the Calculation Agent after requesting the
               principal London offices of each of four major reference banks
               (which may include affiliates of the Agents), in



               the London interbank market to provide the Calculation Agent with
               its offered quotation for deposits in the LIBOR Currency for the
               period of the particular Index Maturity, commencing on the
               related Interest Reset Date, to prime banks in the London
               interbank market at approximately 11:00 A.M., London time, on
               that Interest Determination Date and in a principal amount that
               is representative for a single transaction in the LIBOR Currency
               in that market at that time, or (4) if fewer than two offered
               quotations referred to in clause (3) are provided as requested,
               the rate calculated by the Calculation Agent as the arithmetic
               mean of the rates quoted at approximately 11:00 A.M., in the
               applicable Principal Financial Center, on the particular Interest
               Determination Date by three major banks (which may include
               affiliates of the Agents), in that Principal Financial Center
               selected by the Calculation Agent for loans in the LIBOR Currency
               to leading European banks, having the particular Index Maturity
               and in a principal amount that is representative for a single
               transaction in the LIBOR Currency in that market at that time, or
               (5) if the banks so selected by the Calculation Agent are not
               quoting as mentioned in clause (4), LIBOR in effect on the
               particular Interest Determination Date.

               "LIBOR Currency" means the currency specified on the face hereof
               as to which LIBOR shall be calculated or, if no currency is
               specified on the face hereof, United States dollars.

               "LIBOR Page" means either: if "LIBOR Reuters" is specified on the
               face hereof, the display on the Reuter Monitor Money Rates
               Service (or any successor service) on the page specified on the
               face hereof (or any other page as may replace that page on that
               service) for the purpose of displaying the London interbank rates
               of major banks for the LIBOR Currency; or if "LIBOR Moneyline
               Telerate" is specified on the face hereof or neither "LIBOR
               Reuters" nor "LIBOR Moneyline Telerate" is specified on the face
               hereof as the method for calculating LIBOR, the display on
               Moneyline Telerate (or any successor service) on the page
               specified on the face hereof (or any other page as may replace
               such page on such service) for the purpose of displaying the
               London interbank rates of major banks for the LIBOR Currency.

               "London Banking Day" means a day on which commercial banks are
               open for business (including dealings in the LIBOR Currency) in
               London.

     (G)  EURIBOR RATE NOTE. If the Interest Rate Basis is EURIBOR (as defined
          below), the Note shall be deemed to be a "EURIBOR Note." A EURIBOR
          Note will bear interest at the rates (calculated with references to
          the European inter-bank offered rate for deposits in Euro, or
          "EURIBOR", and the Spread and/or Spread Multiplier, if any) specified
          on the face hereof.

               "EURIBOR" means, with respect to any Interest Determination Date
               relating to a EURIBOR Note or a Note that bears interest at
               floating rates



               for which the interest rate is determined with reference to
               EURIBOR (a "EURIBOR Interest Determination Date"), the rate for
               deposits in Euros as sponsored, calculated and published jointly
               by the European Banking Federation and ACI -- The Financial
               Market Association, or any company established by the joint
               sponsors for purposes of compiling and publishing those rates,
               having the Index Maturity specified on the face hereof,
               commencing on the applicable Interest Reset Date, as the rate
               appears on Moneyline Telerate, Inc., or any successor service, on
               page 248 (or any other page as may replace that specified page on
               the service) ("Moneyline Telerate Page 248") as of 11:00 A.M.,
               Brussels time, on the applicable EURIBOR Interest Determination
               Date. If such rate does not appear on Moneyline Telerate Page
               248, or is not so published by 11:00 A.M., Brussels time, on the
               applicable EURIBOR Interest Determination Date, such rate will be
               calculated by the Calculation Agent and will be the arithmetic
               mean of at least two quotations obtained by the Calculation Agent
               after requesting the principal Euro-zone (as defined below)
               offices of four major banks in the Euro-zone interbank market to
               provide the Calculation Agent with its offered quotation for
               deposits in Euros for the period of the Index Maturity specified
               on the face hereof, commencing on the applicable Interest Reset
               Date, to prime banks in the Euro-zone interbank market at
               approximately 11:00 A.M., Brussels time, on the applicable
               EURIBOR Interest Determination Date and in a principal amount not
               less than the equivalent of $1 million in Euros that is
               representative for a single transaction in Euro in the market at
               that time. If fewer than two such quotations are so provided, the
               rate on the applicable EURIBOR Interest Determination Date will
               be calculated by the Calculation Agent and will be the arithmetic
               mean of the rates quoted at approximately 11:00 A.M., Brussels
               time, on such EURIBOR Interest Determination Date by four major
               banks in the Euro-zone for loans in Euro to leading European
               banks, having the Index Maturity specified on the face hereof,
               commencing on the applicable Interest Reset Date and in a
               principal amount not less than the equivalent of $1 million in
               Euros that is representative for a single transaction in Euros in
               the market at that time. If the banks so selected by the
               Calculation Agent are not quoting as mentioned above, EURIBOR
               will be EURIBOR in effect on the applicable EURIBOR Interest
               Determination Date.

               "Euro-zone" means the region comprised of member states of the
               European Union that have adopted the single currency in
               accordance with the treaty establishing the European Community,
               as amended by the treaty on European Union.

     (H)  PRIME RATE NOTE. If the Interest Rate Basis is the Prime Rate, the
          Note shall be deemed to be a "Prime Rate Note." A Prime Rate Note will
          bear interest for each Interest Reset Date calculated with reference
          to the Prime Rate and the Spread or Spread Multiplier, if any, subject
          to the Minimum Interest Rate and/or Maximum Interest Rate, if any,
          specified on the face hereof. The Calculation Agent will



          determine the Prime Rate for each Interest Reset Date on each
          applicable Interest Determination Date. The Interest Determination
          Date is the Business Day immediately preceding the related Interest
          Reset Date. "Prime Rate" means (1) the rate on the particular Interest
          Determination Date as published in H.15(519) under the caption "Bank
          Prime Loan", or (2) if the rate referred to in clause (1) is not so
          published by 3:00 P.M., New York City time, on the related Calculation
          Date, the rate on the particular Interest Determination Date as
          published in H.15 Daily Update, or such other recognized electronic
          source used for the purpose of displaying the applicable rate, under
          the caption "Bank Prime Loan", or (3) if the rate referred to in
          clause (2) is not so published by 3:00 P.M., New York City time, on
          the related Calculation Date, the rate on the particular Interest
          Determination Date calculated by the Calculation Agent as the
          arithmetic mean of the rates of interest publicly announced by each
          bank that appears on the Reuters Screen US PRIME 1 Page (as defined
          below) as the applicable bank's prime rate or base lending rate as of
          11:00 A.M., New York City time, on that Interest Determination Date,
          or (4) if fewer than four rates referred to in clause (3) are so
          published by 3:00 P.M., New York City time, on the related Calculation
          Date, the rate on the particular Interest Determination Date
          calculated by the Calculation Agent as the arithmetic mean of the
          prime rates or base lending rates quoted on the basis of the actual
          number of days in the year divided by a 360-day year as of the close
          of business on that Interest Determination Date by three major banks
          (which may include affiliates of the Agents) in The City of New York
          selected by the Calculation Agent, or (5) if the banks so selected by
          the Calculation Agent are not quoting as mentioned in clause (4), the
          Prime Rate in effect on the particular Interest Determination Date.
          "Reuters Screen US PRIME 1 Page" means the display on the Reuter
          Monitor Money Rates Service (or any successor service) on the "US
          PRIME 1" page (or any other page as may replace that page on that
          service) for the purpose of displaying prime rates or base lending
          rates of major United States banks.

     (I)  TREASURY RATE NOTE. If the Interest Rate Basis is the Treasury Rate,
          the Note shall be deemed to be a "Treasury Rate Note." A Treasury Rate
          Note will bear interest for each Interest Reset Date at the interest
          rate calculated with reference to the Treasury Rate and the Spread or
          Spread Multiplier, if any. The Calculation Agent will determine the
          Treasury Rate on each Treasury Rate Determination Date (as defined
          below). "Treasury Rate" means (1) the rate from the auction held on
          the Treasury Rate Interest Determination Date (the "Auction") of
          direct obligations of the United States ("Treasury Bills") having the
          Index Maturity specified on the face hereof under the caption
          "INVESTMENT RATE" on the display on Moneyline Telerate (or any
          successor service) on page 56 (or any other page as may replace that
          page on that service) ("Moneyline Telerate Page 56") or page 57 (or
          any other page as may replace that page on that service) ("Moneyline
          Telerate Page 57"), or (2) if the rate referred to in clause (1) is
          not so published by 3:00 P.M., New York City time, on the related
          Calculation Date, the Bond Equivalent Yield (as defined below) of the
          rate for the applicable Treasury Bills as published in H.15 Daily
          Update, or another recognized electronic source used for the purpose
          of displaying the applicable rate, under the caption "U.S.



          Government Securities/Treasury Bills/Auction High", or (3) if the rate
          referred to in clause (2) is not so published by 3:00 P.M., New York
          City time, on the related Calculation Date, the Bond Equivalent Yield
          of the auction rate of the applicable Treasury Bills as announced by
          the United States Department of the Treasury, or (4) if the rate
          referred to in clause (3) is not so announced by the United States
          Department of the Treasury, or if the Auction is not held, the Bond
          Equivalent Yield of the rate on the particular Interest Determination
          Date of the applicable Treasury Bills as published in H.15(519) under
          the caption "U.S. Government Securities/Treasury Bills/Secondary
          Market", or (5) if the rate referred to in clause (4) is not so
          published by 3:00 P.M., New York City time, on the related Calculation
          Date, the rate on the particular Interest Determination Date of the
          applicable Treasury Bills as published in H.15 Daily Update, or
          another recognized electronic source used for the purpose of
          displaying the applicable rate, under the caption "U.S. Government
          Securities/Treasury Bills/Secondary Market", or (6) if the rate
          referred to in clause (5) is not so published by 3:00 P.M., New York
          City time, on the related Calculation Date, the rate on the particular
          Interest Determination Date calculated by the Calculation Agent as the
          Bond Equivalent Yield of the arithmetic mean of the secondary market
          bid rates, as of approximately 3:30 P.M., New York City time, on that
          Interest Determination Date, of three primary United States government
          securities dealers (which may include the Agents or their affiliates)
          selected by the Calculation Agent, for the issue of Treasury Bills
          with a remaining maturity closest to the Index Maturity specified on
          the face hereof, or (7) if the dealers so selected by the Calculation
          Agent are not quoting as mentioned in clause (6), the Treasury Rate in
          effect on the particular Interest Determination Date.

               "Bond Equivalent Yield" means a yield (expressed as a percentage)
               calculated in accordance with the following formula:

               Bond Equivalent Yield =         D X N         X 100
                                         ------------------
                                            360 - (D X M)

               where "D" refers to the applicable per annum rate for Treasury
               Bills quoted on a bank discount basis and expressed as a decimal,
               "N" refers to 365 or 366, as the case may be, and "M" refers to
               the actual number of days in the applicable Interest Period.

               The "Treasury Rate Determination Date" for each Interest Reset
               Date means the day in the week in which the related Interest
               Reset Date falls on which day Treasury Bills are normally
               auctioned (i.e., Treasury Bills are normally sold at auction on
               Monday of each week, unless that day is a legal holiday, in which
               case the auction is normally held on the following Tuesday,
               except that the auction may be held on the preceding Friday);
               PROVIDED, HOWEVER, that if an auction is held on the Friday of
               the week preceding the related Interest Reset Date, the Interest
               Determination Date will be the preceding Friday.



     (J)  REGULAR FLOATING RATE NOTE. Unless the Note is designated as a
          Floating Rate/Fixed Rate Note or an Inverse Floating Rate Note, or as
          having an Addendum attached or having other/additional provisions
          apply, in each case relating to a different interest rate formula,
          such Note that bears interest at floating rates will be a Regular
          Floating Rate Note and will bear interest at the rate determined by
          reference to the applicable Interest Rate Basis or Bases plus or minus
          the applicable Spread, if any, and/or multiplied by the applicable
          Spread Multiplier, if any. Commencing on the first Interest Reset
          Date, as specified on the face hereof, the rate at which interest on a
          Regular Floating Rate Note is payable will be reset as of each
          Interest Reset Date; PROVIDED, HOWEVER, that the interest rate in
          effect for the period, if any, from the date of issue to the first
          Interest Reset Date will be the Initial Interest Rate.

     (K)  FLOATING RATE/FIXED RATE NOTE. If the Note is designated as a
          "Floating Rate/Fixed Rate Note" on the face hereof, such Note that
          bears interest at floating rates will bear interest at the rate
          determined by reference to the applicable Interest Rate Basis or Bases
          plus or minus the applicable Spread, if any, and/or multiplied by the
          applicable Spread Multiplier, if any. Commencing on the first Interest
          Reset Date, the rate at which interest on a Floating Rate/Fixed Rate
          Note is payable will be reset as of each Interest Reset Date;
          PROVIDED, however, that the interest rate in effect for the period, if
          any, from the date of issue to the first Interest Reset Date will be
          the Initial Interest Rate, as specified on the face hereof; and the
          interest rate in effect commencing on the Fixed Rate Commencement Date
          will be the Fixed Interest Rate, if specified on the face hereof, or,
          if not so specified, the interest rate in effect on the day
          immediately preceding the Fixed Rate Commencement Date.

     (L)  INVERSE FLOATING RATE NOTE. If the Note is designated as an "Inverse
          Floating Rate Note" on the face hereof, the Inverse Floating Rate
          shall be equal to the Fixed Interest Rate minus the rate determined by
          reference to the applicable Interest Rate Basis or Bases plus or minus
          the applicable Spread, if any, and/or multiplied by the applicable
          Spread Multiplier, if any; PROVIDED, HOWEVER, that interest on an
          Inverse Floating Rate Note will not be less than zero. Commencing on
          the first Interest Reset Date, the rate at which interest on an
          Inverse Floating Rate Note is payable will be reset as of each
          Interest Reset Date; provided, however, that the interest rate in
          effect for the period, if any, from the date of issue to the first
          Interest Reset Date will be the Initial Interest Rate.

     SECTION 4. OPTIONAL REDEMPTION. Global Funding may redeem the Note prior to
the Stated Maturity Date at its option on any Business Day on or after the
Original Issue Date in whole or from time to time in part in increments of
$1,000 or any other integral multiple of an authorized denomination specified on
the face hereof (provided that any remaining principal amount of the Note shall
be at least $1,000 or other minimum authorized denomination applicable thereto),
at the applicable Redemption Price (as defined below), together with unpaid
interest accrued on the Note, any Additional Amounts and other amounts payable
with respect thereto to the date of redemption. Global Funding must give written
notice to the Holders of the Note to be redeemed at its option not more than 60
nor less than 30 calendar days prior to the



date of redemption. "Redemption Price" means an amount equal to the Initial
Redemption Percentage specified on the face hereof (as adjusted by the Annual
Redemption Percentage Reduction, if applicable) multiplied by the unpaid
principal amount of the Note to be redeemed. The Initial Redemption Percentage,
if any, shall decline at each anniversary of the Initial Redemption Date by an
amount equal to the applicable Annual Redemption Percentage Reduction, if any,
until the Redemption Price is equal to 100% of the unpaid amount thereof to be
redeemed. Notwithstanding anything herein to the contrary, Global Funding may
redeem the Note on the Original Issue Date without notice at a price equal to
the principal amount of the Note (the "Immediate Redemption Price"). Global
Funding may pay the Redemption Price or the Immediate Redemption Price in cash
or Funding Agreement(s).

     SECTION 5. SINKING FUNDS AND AMORTIZING NOTE. Unless otherwise specified on
the face hereof or unless the Note is an Amortizing Note, the Note will not be
subject to any sinking fund. If it is specified on the face hereof that the Note
is an Amortizing Note, Global Funding will make payments combining principal and
interest on the dates and in the amounts set forth in the table appearing in
SCHEDULE I, attached to this Note Certificate. If the Note is an Amortizing
Note, payments made on the Note will be applied first to interest due and
payable on each such payment date and then to the reduction of the unpaid
principal amount.

     SECTION 6. OPTIONAL REPAYMENT. If so specified on the face hereof, the Note
will be subject to repayment by Global Funding at the option of the Holder of
the Note on the Optional Repayment Date(s) specified on the face hereof, in
whole or in part in increments of U.S.$1,000 (PROVIDED that any remaining
principal amount of the Note shall be at least U.S.$1,000), at a repayment price
equal to 100% of the unpaid principal amount of the Note to be repaid, together
with unpaid interest accrued thereon to the Repayment Date (as defined below).
For the Note to be so repaid, the Indenture Trustee must receive at its
corporate trust office not more than 60 nor less than 30 calendar days prior to
the applicable Optional Repayment Date, a properly completed Option to Elect
Repayment form, which is attached hereto as Annex A, forwarded by the Holder
hereof. Exercise of such repayment option shall be irrevocable. As used herein,
the term "Repayment Date" shall mean the date fixed for repayment in accordance
with the repayment provisions specified above.

     SECTION 7. MODIFICATIONS AND AMENDMENTS. Sections [9.1 and 9.2] of the
Standard Funding Note Indenture Terms contain provisions permitting Global
Funding and the Indenture Trustee (1) without the consent of the Holder, to
execute Supplemental Indentures for limited purposes and take other actions set
forth in the Standard Funding Note Indenture Terms, and (2) with the consent of
the Holder of not less than 66 2/3% in aggregate principal amount of the Note at
the time outstanding, evidenced as in the Standard Funding Note Indenture Terms,
to execute Supplemental Indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or any Supplemental
Indenture or modifying in any manner the rights of the Holder of the Note
subject to specified limitations.

     SECTION 8. OBLIGATIONS UNCONDITIONAL. No reference herein to the Indenture
or the Standard Funding Note Indenture Terms and no provision of the Note or of
the Indenture shall alter or impair the obligation of Global Funding, which is
absolute and unconditional, to pay the principal of, interest on, or any other
amount due and owing with respect to, the Note at the places, at the respective
times, at the rate, and in the coin or currency, herein prescribed.



     SECTION 9. COLLATERAL. Pursuant to the Indenture, Global Funding will
assign the relevant Funding Agreement(s) issued by Allstate Life Insurance
Company ("Allstate Life") in connection with the issuance of the Note (each, a
"Funding Agreement") to the Indenture Trustee on behalf of the holders of the
Note. The Note will be secured by a first priority perfected security interest
in the Collateral described on the face hereof (the "Collateral") in favor of
the Indenture Trustee and the other persons identified in the Standard Funding
Note Indenture Terms.

     SECTION 10. SECURITY; LIMITED RECOURSE. The Note is solely the obligation
of Global Funding, and will not be guaranteed by any person, including but not
limited to Allstate Life, any Allstate Life Global Funding Trust, any Agent, the
Trust Beneficial Owner, the Delaware Trustee, the Indenture Trustee or any of
their affiliates. Global Funding's obligations under the Note will be secured by
all of Global Funding's rights and title in one or more Funding Agreement(s)
issued by Allstate Life and other rights and assets included in the applicable
Collateral. The Holder of the Note has no direct contractual rights against
Allstate Life under the Funding Agreement(s). Under the terms of each Funding
Agreement, recourse rights to Allstate Life will belong to Global Funding, its
successors and permitted assignees. Global Funding has pledged, collaterally
assigned and granted a first priority perfected security interest in the
Collateral for the Note to the Indenture Trustee on behalf of the Holder of the
Note and the other persons identified in the Standard Funding Note Indenture
Terms. Recourse to Allstate Life under each Funding Agreement will be
enforceable only by the Indenture Trustee as a secured party on behalf of the
Holder of the Note and the other persons identified in the Standard Funding Note
Indenture Terms.

     SECTION 11. EVENTS OF DEFAULT. In case an Event of Default, as defined in
the Standard Indenture Terms, shall have occurred and be continuing, the
principal of the Note may be declared, and upon such declaration shall become,
due and payable in the manner, with the effect and subject to the conditions
provided in the Standard Indenture Terms. If the Note is a Discount Note, the
amount of principal of the Note that becomes due and payable upon such
acceleration shall be equal to the amount calculated as set forth in Section 3
hereof.

     SECTION 12. WITHHOLDING; ADDITIONAL AMOUNTS. All amounts due in respect of
the Note will be made without withholding or deduction for or on account of any
present or future taxes, duties, levies, assessments or other governmental
charges of whatever nature imposed or levied by or on behalf of any governmental
authority in the United States having the power to tax payments on the Note
unless the withholding or deduction is required by law. Unless otherwise
specified on the face hereof, Global Funding will not pay any additional amounts
("Additional Amounts") to Holders of the Note in the event that any withholding
or deduction is so required by law, regulation or official interpretation
thereof, and the imposition of a requirement to make any such withholding or
deduction will not give rise to any independent right or obligation to redeem
the Note.

     SECTION 13. LISTING. Unless otherwise specified on the face hereof, the
Note will not be listed on any securities exchange.

     SECTION 14. NO RECOURSE AGAINST CERTAIN PERSONS. No recourse shall be had
for the payment of the principal of or the interest on the Note, or for any
claim based hereon, or



otherwise in respect thereof, or based on or in respect of the Indenture or any
Supplemental Indenture, against the Nonrecourse Parties, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such personal liability being, by the
acceptance of the Note and as part of the consideration for issue of the Note,
expressly waived and released.

     SECTION 15. GOVERNING LAW. The Note shall be governed by, and construed in
accordance with, the laws of the State of New York.



                                                                         Annex A

                            OPTION TO ELECT REPAYMENT

     The undersigned Holder of the Note hereby irrevocably elects to have Global
Funding repay the principal amount of the Note or portion hereof at the optional
repayment price in accordance with the terms of the Note.

     Date:
           ---------------------------
                                          Signature
                                          Sign exactly as name appears on the
                                          front of this Note Certificate
                                          [SIGNATURE GUARANTEED - required
                                          only if Note is to be issued and
                                          delivered to other than the
                                          registered Holder]

                                          Fill in for registration of Note if
                                          to be issued otherwise than to the
     Principal amount to be repaid, if    registered Holder:
     amount to be repaid is less than
     the principal amount of the Note
     represented by this Note
     Certificate (principal amount
     remaining must be an authorized
     denomination)

     $ _______________________________
                                          Name:     ___________________________

                                          Address:  ___________________________

                                                    ___________________________
                                                    (Please print name and
                                                    address including zip code)


                   Social Security or Other Taxpayer ID Number

                                       A-1


                                                                      Schedule I

                               AMORTIZATION TABLE




                  Date                                    Payment
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                                       I-1




                                                                    EXHIBIT 10.5

================================================================================


                              AMENDED AND RESTATED

                         SUPPORT AND EXPENSES AGREEMENT

                                     BETWEEN

                         ALLSTATE LIFE INSURANCE COMPANY

                                       AND

                          ALLSTATE LIFE GLOBAL FUNDING

                               DATED AS OF -, 2004


================================================================================



     This AMENDED AND RESTATED SUPPORT AND EXPENSES AGREEMENT, dated as of -,
2004 (this "AMENDED AND RESTATED SUPPORT AGREEMENT"), is entered into between
Allstate Life Insurance Company, an Illinois stock life insurance company
("ALLSTATE LIFE") and Allstate Life Global Funding, a statutory trust organized
under the laws of the State of Delaware ("GLOBAL FUNDING").

     WHEREAS, Allstate Life and Global Funding entered into that certain Support
and Expenses Agreement, dated as of June 27, 2002 (the "Base Support
Agreement"), and the parties hereto desire to amend and restate the Base Support
and Expenses Agreement in its entirety;

     WHEREAS, Global Funding desires to facilitate a program (the "PROGRAM") for
the issuance, from time to time, of secured medium term notes (the "NOTES");

     WHEREAS, the Notes will be issued by newly created Delaware statutory
trusts (each, a "TRUST").

     WHEREAS, each Trust will purchase a funding note issued by Global Funding
(each, a "FUNDING NOTE") with the proceeds from the sale of the Notes;

     WHEREAS, Global Funding will sell a Funding Note to each Trust and use the
proceeds therefrom to purchase one or more Funding Agreement(s) (the "FUNDING
AGREEMENT(S)") from Allstate Life;

     WHEREAS, Allstate Life will sell the Funding Agreement(s) to Global Funding
in consideration for the proceeds Global Funding receives from the sale of such
Funding Note;

     WHEREAS, Global Funding will immediately assign absolutely and deposit such
Funding Agreement(s) to the relevant Trust, and the relevant Funding Note will
be surrendered; and

     WHEREAS, each Trust will issue the Notes and collaterally assign the
Funding Agreement(s) to the Indenture Trustee to secure payment of the Notes.

     NOW THEREFORE, in consideration of the premises and covenants set forth in
this Amended and Restated Support and Expenses Agreement, the parties agree as
follows:

                                    ARTICLE 1
                   DEFINITIONS; OTHER DEFINITIONAL PROVISIONS

     SECTION 1.1    DEFINITIONS. The following terms, as used in this Amended
and Restated Support Agreement, have the following meanings:

     "ADDITIONAL AMOUNTS" has the meaning set forth in the Standard Indenture
Terms.

     "ADMINISTRATOR" means AMACAR Pacific Corp. and its successors.



     "AFFILIATE" means, as applied to any Person, any other Person directly or
indirectly controlling, controlled by, or under common control with, that Person
and, in the case of an individual, any spouse or other member of that
individual's immediate family. For the purposes of this definition, "control"
(including with correlative meanings, the terms "controlling", "controlled by",
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of that Person, whether through the
ownership of voting securities, by contract or otherwise.

     "AGENTS" has the meaning set forth in the Distribution Agreement.

     "BUSINESS DAY" means a day (other than a Saturday, Sunday or legal holiday)
on which commercial banks in the City of New York, the Borough of Manhattan and
Cook County, State of Illinois, are open for business.

     "DELAWARE TRUSTEE" means Wilmington Trust Company, not in its individual
capacity but solely as trustee, and its successors.

     "DISTRIBUTION AGREEMENT" means that certain Distribution Agreement dated as
of -, 2004, by and among Global Funding and the Agents named therein, as the
same may be amended, restated, modified, supplemented or replaced from time to
time.

     "EXCLUDED AMOUNTS" means (i) any obligation of Global Funding or any Trust
to make any payment in accordance with the terms of the Funding Note or the
Notes, (ii) any obligation or expense of Global Funding or any Trust to the
extent that such obligation or expense has actually been paid utilizing funds
from payments under the Funding Agreement(s) or the Funding Note, as applicable,
(iii) any cost, loss, damage, claim, action, suit, expense, disbursement, tax,
penalty and liability of any kind or nature whatsoever resulting from or
relating to any insurance regulatory or other governmental authority asserting
that: (a) the Funding Note or the Notes are, or are deemed to be, (1)
participations in the Funding Agreement(s) or (2) contracts of insurance, or (b)
the offer, purchase, sale or transfer of the Funding Notes or the Notes, or the
pledge and collateral assignment of, or the grant of a security interest in, the
Funding Agreement(s), (1) constitute the conduct of the business of insurance or
reinsurance in any jurisdiction or (2) require Global Funding, any Trust or any
Holder to be licensed as an insurer, insurance agent or broker in any
jurisdiction, (iv) any cost, loss, damage, claim, action, suit, expense,
disbursement, tax, penalty and liability of any kind imposed on a Service
Provider resulting from the bad faith, misconduct or negligence of such Service
Provider, (v) any income taxes or overhead expenses of any Service Provider,
(vi) any withholding taxes imposed with respect to payments made under any
Funding Agreement(s), the Funding Note or the Notes, or (viii) any Additional
Amounts paid to any Holder.

     With respect to any Support Obligation owed to the Delaware Trustee and the
Administrator, clause (iii) of the definition of "Excluded Amounts" shall not
apply.

     "GLOBAL FUNDING" means Allstate Life Global Funding, a statutory trust
formed under the laws of the State of Delaware.

                                        2


     "HOLDER" means any holder of the Notes.

     "INDENTURE TRUSTEE" means J.P. Morgan Trust Company, National Association
and its successors.

     "NOTICE OF OBLIGATION" means the instrument evidencing a Support Obligation
of Global Funding in, or substantially in, the form attached as Exhibit A.

     "SERVICE PROVIDER" means each of the Delaware Trustee, the Indenture
Trustee, the Administrator and any other agent or provider of services to Global
Funding (other than the Agents).

     "STANDARD INDENTURE TERMS" means the Standard Indenture Terms relating to
Global Funding's Program for the issuance of Notes.

     "SUPPORT OBLIGATIONS" means any and all (i) reasonable costs and expenses
reasonably incurred (including the reasonable fees and expenses of any Service
Provider), relating to the offering, sale and issuance of the Funding Notes and
the Notes and (ii) costs, expenses and taxes of Global Funding; in each case
except the Excluded Amounts.

     SECTION 1.2    OTHER DEFINITIONAL PROVISIONS. For all purposes of this
Amended and Restated Support Agreement, except as otherwise expressly provided
or unless the context otherwise requires:

          (a)  the terms defined in this Article shall have the meanings
               ascribed to them in this Article and shall include the plural as
               well as the singular;

          (b)  the words "include", "includes" and "including" shall be
               construed to be followed by the words "without limitation";

          (c)  Article and Section headings are for the convenience of the
               reader and shall not be considered in interpreting this Amended
               and Restated Support Agreement or the intent of the parties to
               this Amended and Restated Support Agreement; and

          (d)  capitalized terms not otherwise defined in this Amended and
               Restated Support Agreement will have the respective meanings set
               forth in the Standard Indenture Terms.

                                    ARTICLE 2
                                 REPRESENTATIONS

     SECTION 2.1 GENERAL. Each party to this Amended and Restated Support
Agreement represents and warrants to the other that as of the date of this
Amended and Restated Support Agreement:

                                        3


          (a)  it has the power to enter into this Amended and Restated Support
               Agreement and to consummate the transactions contemplated by this
               Amended and Restated Support Agreement;

          (b)  it has duly authorized, executed and delivered this Amended and
               Restated Support Agreement;

          (c)  assuming the due authorization, execution and delivery of this
               Amended and Restated Support Agreement by the other party, this
               Amended and Restated Support Agreement constitutes a legal, valid
               and binding obligation of the representing party;

          (d)  this Amended and Restated Support Agreement is enforceable
               against the representing party in accordance with its terms,
               subject to applicable bankruptcy, insolvency and similar laws
               affecting creditors' rights, and subject as to enforceability to
               general principles of equity, regardless of whether enforcement
               is sought in a proceeding in equity or at law;

          (e)  its execution and delivery of this Amended and Restated Support
               Agreement, consummation by it of the transactions contemplated by
               this Amended and Restated Support Agreement and the performance
               of its obligations under this Amended and Restated Support
               Agreement do not and will not constitute or result in a default,
               breach or violation of the terms or provisions of its
               organizational documents or any material indenture, contract,
               agreement, instrument, mortgage, judgment, injunction or order
               applicable to which it is a party or by which any of its
               properties may be bound; and

          (f)  no filing with or authorization, order, consent, permit or
               approval of any federal or state governmental authority or agency
               or political subdivision thereof is required for the execution,
               delivery and performance of this Amended and Restated Support
               Agreement that has not been already obtained or acquired.

                                    ARTICLE 3
                               SUPPORT OBLIGATIONS

     SECTION 3.1    PAYMENT OF SUPPORT OBLIGATIONS.

          (a)  Allstate Life irrevocably and unconditionally agrees to (i)
               indemnify Global Funding against, and pay, all Support
               Obligations and (ii) without duplication, indemnify each
               Service Provider against, and pay, all Support Obligations due
               and payable by Global Funding to such Service Provider, in
               each case within two Business Days of receipt of the applicable
               Notice of Obligation, subject only to the terms and conditions
               of this Amended and Restated Support Agreement.

                                        4


          (b)  Allstate Life agrees to pay any amount due under this Amended and
               Restated Support Agreement in the currency in which the related
               Support Obligation originated.

          (c)  Allstate Life and Global Funding agree that all payments due
               under this Section 3.1 in respect of any Support Obligation shall
               be effected, and any responsibility of Allstate Life to pay such
               Support Obligation pursuant to the indemnity provided to Global
               Funding in this Amended and Restated Support Agreement shall be
               discharged, by the payment by Allstate Life, at the order of
               Global Funding, to the account of the person to whom such Support
               Obligation is owed, as specified in the applicable Notice of
               Obligation.

     SECTION 3.2    AMENDED OR ADDITIONAL ARRANGEMENTS. Global Funding will not,
without the prior written approval of Allstate Life (a) enter into or amend,
modify, restate, and/or supplement any compensation or indemnification
arrangements with respect to the Program or (b) waive any of its rights under
any compensation or indemnification provisions under the Program.

     SECTION 3.3    WAIVER OF NOTICE. Allstate Life waives notice of any fact or
circumstance that could give rise to the payment of any Support Obligation under
Section 3.1 and, except as otherwise provided in this Amended and Restated
Support Agreement, Allstate Life also waives presentment, demand for payment,
protest, notice of nonpayment, notice of dishonor, notice of redemption and all
other notices and demands.

     SECTION 3.4    NO IMPAIRMENT. The obligations, covenants, agreements and
duties of Allstate Life under this Amended and Restated Support Agreement will
in no way be affected or impaired by reason of the happening from time to time
of any of:

          (a)  the extension of time for the payment of all or any portion of
               any Support Obligation or for the performance of any other
               obligation arising under, out of, or in connection with, any
               Support Obligation;

          (b)  any failure, omission, delay or lack of diligence on the part of
               Global Funding to enforce, assert or exercise any right,
               privilege, power or remedy conferred on Global Funding with
               respect to any Support Obligation or any action on the part of
               Global Funding granting indulgence or extension of any kind;

          (c)  the voluntary or involuntary liquidation, dissolution, sale of
               any collateral, receivership, insolvency, bankruptcy, assignment
               for the benefit of creditors, reorganization, arrangement,
               composition or readjustment of debt of, or other similar
               proceedings affecting, Global Funding or any of the assets of
               Global Funding;

                                        5


          (d)  the existence of any claim, set-off or other rights that Allstate
               Life may have at any time against Global Funding; PROVIDED, that
               nothing in this Amended and Restated Support Agreement shall
               prevent the assertion of any such claim by separate suit or
               compulsory counterclaim; or

          (e)  any other act or omission to act or delay of any kind by Global
               Funding or any other Person or any other circumstance whatsoever
               which might, but for the provisions of this Section 3.4(e),
               constitute a legal or equitable discharge of or defense to
               Allstate Life's obligations under this Amended and Restated
               Support Agreement.

     SECTION 3.5    ENFORCEMENT. Notwithstanding any rights granted to Allstate
Life under Section 3.7, Allstate Life waives any right or remedy to require that
any action be brought against any Person prior to the assertion of a claim under
this Amended and Restated Support Agreement.

     SECTION 3.6    SUBROGATION. Upon, and subject to, the payment by Allstate
Life of any Support Obligation:

          (a)  Allstate Life shall be subrogated to all of the rights, interests
               and remedies, if any, of Global Funding in respect of such
               Support Obligation; and

          (b)  Global Funding will (i) from time to time execute all such
               instruments and other agreements and take all such other actions
               as may be necessary or desirable, or that Allstate Life may
               request, to protect any interest of Allstate Life with respect to
               any Support Obligation or to enable Allstate Life to exercise or
               enforce any right, interest or remedy it may have with respect to
               any such Support Obligation and (ii) release to Allstate Life any
               amount received relating to any Support Obligation, or any
               portion of any Support Obligation, immediately after any such
               amount relating to such Support Obligation, or any portion of any
               such Support Obligation, is received by Global Funding.

     SECTION 3.7    ACTIONS; NOTIFICATION.

          (a)  Global Funding shall give prompt written notice to Allstate Life
               of any litigation, or any investigation or proceeding by any
               governmental agency or body or other Person, whether commenced or
               threatened, against Global Funding that may give rise to any
               Support Obligation (each, a "PROCEEDING"), but Global Funding's
               failure to so notify Allstate Life shall not relieve Allstate
               Life from any liability which it may have otherwise under this

                                        6


               Amended and Restated Support Agreement unless the failure to so
               notify had an adverse impact on Allstate Life.

          (b)  Allstate Life may, in its sole discretion, elect to assume the
               defense of Global Funding in any Proceeding that could give rise
               to any Support Obligation, and if it so elects, Allstate Life
               shall select counsel reasonably acceptable to Global Funding to
               represent Global Funding in such Proceeding and pay the fees and
               expenses of such counsel. In any Proceeding, Global Funding shall
               have the right to retain its own counsel, but the fees and
               disbursements of such counsel shall not constitute a Support
               Obligation unless (i) Allstate Life and Global Funding shall have
               mutually agreed to the retention of such counsel or (ii) the
               named parties to any such Proceeding (including any impleaded
               parties) include both Allstate Life and Global Funding, and
               representation of both parties by the same counsel would be
               inappropriate due to actual or potential differing interests
               between them. In no event shall Allstate Life be liable for fees
               and expenses of more than one counsel (in addition to any local
               counsel) for Global Funding in connection with any one action or
               separate but similar or related actions in the same jurisdiction
               arising out of the same general allegations or circumstances.

     SECTION 3.8    SETTLEMENT WITHOUT CONSENT. Global Funding may not settle
any Proceeding without the consent of Allstate Life.

     SECTION 3.9    THIRD PARTY BENEFICIARIES. Allstate Life understands and
agrees that each Service Provider (including such parties in their respective
individual capacity) shall be a third party beneficiary of the indemnity
provided under this Amended and Restated Support Agreement, subject to the
limitations on such indemnity provided in this Amended and Restated Support
Agreement. No other Person shall have any legal or equitable right, remedy or
claim under or in respect of this Amended and Restated Support Agreement or any
covenants, conditions or provisions contained in this Amended and Restated
Support Agreement.

                                    ARTICLE 4
                               GENERAL PROVISIONS

     SECTION 4.1    BINDING EFFECT. All obligations, covenants, agreements and
duties contained in this Amended and Restated Support Agreement shall bind the
permitted successors and assigns, and receivers, trustees and representatives of
each of Allstate Life and Global Funding.

     SECTION 4.2    AMENDMENTS; ASSIGNMENTS.

          (a)  This Amended and Restated Support Agreement will not be amended,
               modified, restated, supplemented or replaced in any

                                        7


               manner, except with the unanimous written consent of Global
               Funding, Allstate Life, the Administrator, the Delaware Trustee
               and the Indenture Trustee.

          (b)  Neither this Amended and Restated Support Agreement nor any
               title, right or interest in this Amended and Restated Support
               Agreement may be sold, transferred, assigned, hypothecated or
               alienated in any manner whatsoever, except with the express
               written consent of Global Funding and Allstate Life.

     SECTION 4.3    TERM OF SUPPORT AGREEMENT. This Amended and Restated Support
Agreement shall terminate and be of no further force and effect upon the date on
which the Amended and Restated Trust Agreement terminates. Unless and until this
Amended and Restated Support Agreement is terminated as specified in this
Section 4.3, this Amended and Restated Support Agreement will be continuing,
irrevocable, unconditional and absolute.

     SECTION 4.4    NOTICES. All demands, notices, instructions or other
communications required or permitted to be given under this Amended and Restated
Support Agreement shall be given in writing by delivering the same against
receipt by facsimile transmission (confirmed by registered or certified mail,
postage prepaid, return receipt requested), or by registered or certified mail,
postage prepaid, return receipt requested, addressed as follows (and if so
given, shall be deemed given when mailed or upon receipt of a confirmation, if
sent by facsimile):

          If to Global Funding, to:

          c/o AMACAR Pacific Corp.
          6525 Morrison Boulevard, Suite 318
          Charlotte, North Carolina 28211
          Attention: Douglas K. Johnson
          Facsimile: (704) 365-1632

          If to Allstate Life, to:

          Allstate Life Insurance Company
          3100 Sanders Road, Suite M3A
          Northbrook, Illinois 60062
          Attention: Assistant Vice President, Institutional Markets
          Facsimile: (847) 326-6289

          or such other address previously furnished in writing to the other
          party.

     SECTION 4.5    GOVERNING LAW. Pursuant to Section 5-1401 of the General
Obligations Law of the State of New York, this Amended and Restated Support
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York.

                                        8


     SECTION 4.6    CONSENT TO JURISDICTION. Each party to this Amended and
Restated Support Agreement submits for itself and in connection with its
properties, generally and unconditionally, to the nonexclusive jurisdiction of
the United States Federal court located in the City of New York, the Borough of
Manhattan for purposes of any legal proceeding arising out of or relating to
this Amended and Restated Support Agreement or the transactions contemplated by
this Amended and Restated Support Agreement. Each party to this Amended and
Restated Support Agreement irrevocably waives, to the fullest extent permitted
by law, any objection which it may have to the laying of the venue of any such
proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum. Each party to
this Amended and Restated Support Agreement consents to process being served in
any suit, action or proceeding with respect to this Amended and Restated Support
Agreement, or any document delivered pursuant to this Amended and Restated
Support Agreement by the mailing of a copy thereof by registered or certified
mail, postage prepaid, return receipt requested, to its respective address
specified at the time for notices under this Amended and Restated Support
Agreement or to any other address of which it shall have given written notice to
the other party. The foregoing shall not limit the ability of any party to this
Amended and Restated Support Agreement to bring suit in the courts of any other
jurisdiction.

     SECTION 4.7    WAIVER OF JURY TRIAL. Each of the parties to this Amended
and Restated Support Agreement irrevocably and expressly waives any and all
right to a trial by jury with respect to any legal proceeding arising out of or
relating to this Amended and Restated Support Agreement or any claims or
transactions in connection with this Amended and Restated Support Agreement.
Each of the parties to this Amended and Restated Support Agreement acknowledges
that such waiver is made with full understanding and knowledge of the nature of
the rights and benefits waived.

     SECTION 4.8    COUNTERPARTS. This Amended and Restated Support Agreement
and any amendments, modifications, restatements, supplements or replacements of
this Amended and Restated Support Agreement, or waivers or consents to this
Amended and Restated Support Agreement, may be executed in any number of
counterparts, and by parties to this Amended and Restated Support Agreement in
separate counterparts, each of which, when so executed and delivered, shall be
deemed to be an original and all of which counterparts, when taken together
shall constitute one and the same instrument. This Amended and Restated Support
Agreement shall become effective upon the execution of a counterpart by each of
the parties to this Amended and Restated Support Agreement.

     SECTION 4.9    SEVERABILITY. In the event any provision or obligation of
this Amended and Restated Support Agreement shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired thereby to
the fullest extent permitted under applicable law.

     SECTION 4.10   ENTIRE AGREEMENT. This Amended and Restated Support
Agreement constitutes the entire agreement between the parties relating to its
subject

                                        9


matter, and supersedes all previous agreements between the parties, whether
written or oral.

     SECTION 4.11   NO WAIVER. No failure on the part of the parties to this
Amended and Restated Support Agreement to exercise, and no delay in exercising,
and no course of dealing with respect to, any right, power or privilege under
this Amended and Restated Support Agreement shall operate as a waiver thereof,
nor shall any single or partial exercise thereof or the exercise of any other
right, power or privilege operate as such a waiver.

     SECTION 4.12   REMEDIES CUMULATIVE. No right, power or remedy of the
parties under this Amended and Restated Support Agreement shall be exclusive of
any other right, power or remedy, but shall be cumulative and in addition to any
other right, power or remedy thereunder or existing by law or in equity.

     SECTION 4.13   LIMITATION OF DELAWARE TRUSTEE LIABILITY. Notwithstanding
any provision of this Amended and Restated Support Agreement to the contrary, it
is expressly understood and agreed by the parties that (a) this Amended and
Restated Support Agreement is executed and delivered by Wilmington Trust
Company, not individually or personally, but solely as Delaware Trustee, in the
exercise of the powers and authority conferred and vested in it pursuant to the
Amended and Restated Trust Agreement, (b) each of the representations,
undertakings and agreements in this Amended and Restated Support Agreement made
on the part of Global Funding is made and intended not as personal
representations, undertakings and agreements by Wilmington Trust Company, but is
made and intended for the purpose of binding only Global Funding, (c) nothing
contained in this Amended and Restated Support Agreement shall be construed as
creating any liability on Wilmington Trust Company, individually or personally,
to perform any covenant either expressed or implied in this Amended and Restated
Support Agreement, all such liability, if any, being expressly waived by the
parties to this Amended and Restated Support Agreement and by any person
claiming by, through or under the parties to this Amended and Restated Support
Agreement and (d) under no circumstances shall Wilmington Trust Company be
personally liable for the payment of any indebtedness or expenses of Global
Funding or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by Global Funding under
this Amended and Restated Support Agreement or any other related documents.

                                       10


     IN WITNESS WHEREOF, the parties have caused this Amended and Restated
Support Agreement to be executed by duly authorized representatives as of the
day and year first above written.

                                       ALLSTATE LIFE INSURANCE COMPANY


                                       By:
                                           -------------------------------------
                                           Name:  Sarah R. Donahue
                                           Title: Assistant Vice President

                                       ALLSTATE LIFE GLOBAL FUNDING,

                                       By: WILMINGTON TRUST COMPANY, not in
                                       its individual capacity, but solely as
                                       Delaware Trustee


                                       By:
                                             --------------------------
                                             Name:  Donald G. MacKelcan
                                             Title: Vice President



                                                                       EXHIBIT A

                              NOTICE OF OBLIGATION

                                                  Date:  -


BY [HAND OR OVERNIGHT] DELIVERY AND/OR FACSIMILE

Allstate Life Insurance Company
Office of the General Counsel
3100 Sanders Road
Northbrook, Illinois 60062
Telephone: -
Facsimile: -


Ladies and Gentlemen:

          Reference is hereby made to the Amended and Restated Support and
Expenses Agreement dated as of   -   (the "AMENDED AND RESTATED SUPPORT
AGREEMENT") entered into between Allstate Life Insurance Company, an Illinois
stock life insurance company ("ALLSTATE LIFE") and Allstate Life Global Funding,
a statutory trust organized under the laws of the State of Delaware ("GLOBAL
FUNDING"). Capitalized terms used in this notice (this "NOTICE OF OBLIGATION")
and not otherwise defined have the respective meanings ascribed in this Amended
and Restated Support Agreement.

          Global Funding hereby represents to Allstate Life that:

            (a)  on -, Global Funding incurred a Support Obligation in an amount
                 of $ -;

            (b)  the Support Obligation resulted from -; and

            (c)  all documents and instruments evidencing the Support Obligation
                 are attached to this Notice of Obligation.

          Global Funding hereby requests Allstate Life to pay the Support
Obligation in accordance with this Amended and Restated Support Agreement to the
following account:

            [Name of Bank:
            Account No.:
            Reference No.:]

                                       A-1


          IN WITNESS WHEREOF, Global Funding has executed and delivered this
Notice of Obligation as of the date first written above.

ALLSTATE LIFE GLOBAL FUNDING

By: Wilmington Trust Company, not in its individual capacity, but solely as
Delaware Trustee


By:
     ----------------------------------
     Name:
     Title:

                                       A-2




                                                                    EXHIBIT 10.6

================================================================================


                  STANDARD SUPPORT AND EXPENSES AGREEMENT TERMS

                                 WITH RESPECT TO

                       ALLSTATE LIFE GLOBAL FUNDING TRUSTS


================================================================================



     This document constitutes the Standard Support and Expenses Agreement
Terms, which will be incorporated by reference in, and form a part of, the
Support Agreement (as defined below) by and between Allstate Life Insurance
Company, an Illinois stock life insurance company ("ALLSTATE LIFE") and the
Trust (as defined below).

     These Standard Support and Expenses Terms shall be of no force and effect
unless and until incorporated by reference in and then only to the extent not
modified by, the Support Agreement.

     The following terms and provisions shall govern the reimbursement
arrangement and terms of indemnity with respect to the Trust, subject to
contrary terms and provisions expressly adopted in the Support Agreement, which
contrary terms shall be controlling.

                                    ARTICLE 1
                   DEFINITIONS; OTHER DEFINITIONAL PROVISIONS

     SECTION 1.1    DEFINITIONS. The following terms, as used in the Support
Agreement, have the following meanings:

     "ADDITIONAL AMOUNTS" has the meaning set forth in the Indenture.

     "ADMINISTRATIVE SERVICES AGREEMENT" means that certain Administrative
Services Agreement included in Part B of the Series Instrument, by and between
the Trust and the Administrator, as the same may be amended, modified or
supplemented from time to time.

     "ADMINISTRATOR" means AMACAR Pacific Corp. and its successors.

     "AFFILIATE" means, as applied to any Person, any other Person directly or
indirectly controlling, controlled by, or under common control with, that Person
and, in the case of an individual, any spouse or other member of that
individual's immediate family. For the purposes of this definition, "control"
(including with correlative meanings, the terms "controlling", "controlled by",
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of that Person, whether through the
ownership of voting securities, by contract or otherwise.

     "AGENTS" has the meaning set forth in the Distribution Agreement.

     "BUSINESS DAY" means a day (other than a Saturday, Sunday or legal holiday)
on which commercial banks in the City of New York, the Borough of Manhattan and
Cook County, State of Illinois, are open for business.

     "CLOSING INSTRUMENT" means the closing instrument of the Trust, pursuant to
which the Indenture is entered into, and certain other documents are executed,
in connection with the issuance of the Notes by the Trust.



     "COORDINATION AGREEMENT" means that certain Coordination Agreement included
in Part F of the Series Instrument, among Allstate Life, the Trust and the
Indenture Trustee, as the same may be amended, modified or supplemented from
time to time.

     "DELAWARE TRUSTEE" means Wilmington Trust Company, not in its individual
capacity but solely as trustee, and its successors.

     "DISTRIBUTION AGREEMENT" means that certain Distribution Agreement dated as
of -, 2004, by and among Global Funding and the Agents named therein, as the
same may be amended, restated, modified, supplemented or replaced from time to
time.

     "EXCLUDED AMOUNTS" means (i) any obligation of Global Funding or the Trust
to make any payment in accordance with the terms of the Funding Note or the
Notes, (ii) any obligation or expense of Global Funding or the Trust to the
extent that such obligation or expense has actually been paid utilizing funds
from payments under the Funding Agreement(s) or the Funding Note, as applicable,
(iii) any cost, loss, damage, claim, action, suit, expense, disbursement, tax,
penalty and liability of any kind or nature whatsoever resulting from or
relating to any insurance regulatory or other governmental authority asserting
that: (a) the Funding Note or the Notes are, or are deemed to be, (1)
participations in the Funding Agreement(s) or (2) contracts of insurance, or (b)
the offer, purchase, sale or transfer of the Funding Notes or the Notes, or the
pledge and collateral assignment of, or the grant of a security interest in, the
Funding Agreement(s), (1) constitute the conduct of the business of insurance or
reinsurance in any jurisdiction or (2) require Global Funding, the Trust or any
Holder to be licensed as an insurer, insurance agent or broker in any
jurisdiction, (iv) any cost, loss, damage, claim, action, suit, expense,
disbursement, tax, penalty and liability of any kind imposed on a Service
Provider resulting from the bad faith, misconduct or negligence of such Service
Provider, (v) any income taxes or overhead expenses of any Service Provider,
(vi) any withholding taxes imposed with respect to payments made under any
Funding Agreement(s), the Funding Note or the Notes, or (viii) any Additional
Amounts paid to any Holder.

     With respect to any Support Obligation owed to the Delaware Trustee and the
Administrator, clause (iii) of the definition of "Excluded Amounts" shall not
apply.

     "FUNDING AGREEMENT" means each funding agreement issued by Allstate Life,
which is sold to, and deposited into, the Trust by Global Funding.

     "FUNDING NOTE" has the meaning set forth in Part F of the Series
Instrument.

     "GLOBAL FUNDING" means Allstate Life Global Funding, a statutory trust
formed under the laws of the State of Delaware.

     "HOLDER" means any holder of the Notes.

     "INDENTURE" means that certain Indenture included in Part A of the Closing
Instrument, between the Trust and the Indenture Trustee, as the same may be
amended, modified or supplemented from time to time.

                                        2


     "INDENTURE TRUSTEE" means J.P. Morgan Trust Company, National Association
and its successors.

     "NAME LICENSING AGREEMENT" means that certain Name Licensing Agreement
included in Part D of the Series Instrument, between Allstate Insurance Company
and the Trust, as the same may be amended, modified or supplemented from time to
time.

     "NOTE" has the meaning specified in the Indenture.

     "NOTICE OF OBLIGATION" means the instrument evidencing a Support Obligation
of the Trust in, or substantially in, the form attached as Exhibit A.

     "PROGRAM" means the program for the issuance, from time to time, of secured
medium term notes of the Allstate Life Global Funding Trusts.

     "SERIES INSTRUMENT" means the series instrument of the Trust, pursuant to
which the Administrative Services Agreement, the Coordination Agreement, the
Name Licensing Agreement, the Support Agreement, the Terms Agreement and the
Trust Agreement are entered into, and certain other documents are executed, in
connection with the issuance of the Notes by the Trust.

     "SERVICE PROVIDER" means each of the Delaware Trustee, the Indenture
Trustee, the Administrator and any other agent or provider of services to the
Trust (other than the Agents), in each case acting in such capacity with respect
to the Notes.

     "SUPPORT AGREEMENT" means the Support and Expenses Agreement with
respect to the Trust included in Part C of the Series Instrument, and which
incorporates by reference these Standard Support and Expenses Agreement
Terms as the same may be amended, modified or supplemented from time to time,
which Support Agreement incorporates by reference these Standard Support and
Expenses Agreement Terms.

     "SUPPORT OBLIGATIONS" means any and all (i) reasonable costs and expenses
reasonably incurred (including the reasonable fees and expenses of counsel),
relating to the offering, sale and issuance of the Notes by the Trust and (ii)
costs, expenses and taxes of the Trust; in each case except the Excluded
Amounts.

     "TERMS AGREEMENT" means that certain Terms Agreement related to the
offering of the Notes, included in Part E of the Series Instrument, by and among
Global Funding, the Trust and each Agent named therein, which will incorporate
by reference the terms of the Distribution Agreement.

     "TRUST" means the Allstate Life Global Funding Trust specified in the
Series Instrument, together with its permitted successors and assigns.

     "TRUST AGREEMENT" means that certain Trust Agreement, included in Part A of
the Series Instrument, pursuant to which the Trust is created.

                                        3


     SECTION 1.2    OTHER DEFINITIONAL PROVISIONS. For all purposes of the
Support Agreement, except as otherwise expressly provided or unless the context
otherwise requires:

          (a)  the terms defined in this Article shall have the meanings
               ascribed to them in this Article and shall include the plural as
               well as the singular;

          (b)  the words "include", "includes" and "including" shall be
               construed to be followed by the words "without limitation";

          (c)  Article and Section headings are for the convenience of the
               reader and shall not be considered in interpreting the Support
               Agreement or the intent of the parties to the Support Agreement;
               and

          (d)  capitalized terms not otherwise defined in the Support Agreement
               will have the respective meanings set forth in the Indenture.

                                    ARTICLE 2
                                 REPRESENTATIONS

     SECTION 2.1    GENERAL. Each party to the Support Agreement represents and
warrants to the other that as of the date of the Support Agreement:

          (a)  it has the power to enter into the Support Agreement and to
               consummate the transactions contemplated by the Support
               Agreement;

          (b)  it has duly authorized, executed and delivered the Support
               Agreement;

          (c)  assuming the due authorization, execution and delivery of the
               Support Agreement by the other party, the Support Agreement
               constitutes a legal, valid and binding obligation of the
               representing party;

          (d)  the Support Agreement is enforceable against the representing
               party in accordance with its terms, subject to applicable
               bankruptcy, insolvency and similar laws affecting creditors'
               rights, and subject as to enforceability to general principles of
               equity, regardless of whether enforcement is sought in a
               proceeding in equity or at law;

          (e)  its execution and delivery of the Support Agreement, consummation
               by it of the transactions contemplated by the Support Agreement
               and the performance of its obligations under the Support
               Agreement do not and will not constitute or result in a default,
               breach or violation of the terms or provisions of its

                                        4


               organizational documents or any material indenture, contract,
               agreement, instrument, mortgage, judgment, injunction or order
               applicable to which it is a party or by which any of its
               properties may be bound; and

          (f)  no filing with or authorization, order, consent, permit or
               approval of any federal or state governmental authority or agency
               or political subdivision thereof is required for the execution,
               delivery and performance of the Support Agreement that has not
               been already obtained or acquired.

                                    ARTICLE 3
                               SUPPORT OBLIGATIONS

     SECTION 3.1    PAYMENT OF SUPPORT OBLIGATIONS.

          (a)  Allstate Life irrevocably and unconditionally agrees to (i)
               indemnify the Trust against, and pay, all Support Obligations
               and (ii) without duplication, indemnify each Service Provider
               against, and pay, all Support Obligations due and payable by
               the Trust to such Service Provider, in each case within two
               Business Days of receipt of the applicable Notice of Obligation,
               subject only to the terms and conditions of the Support
               Agreement.

          (b)  Allstate Life agrees to pay any amount due under the Support
               Agreement in the currency in which the related Support Obligation
               originated.

          (c)  Allstate Life and the Trust agree that all payments due under
               this Section 3.1 in respect of any Support Obligation shall be
               effected, and any responsibility of Allstate Life to pay such
               Support Obligation pursuant to the indemnity provided to the
               Trust in the Support Agreement shall be discharged, by the
               payment by Allstate Life, at the order of the Trust, to the
               account of the person to whom such Support Obligation is owed, as
               specified in the applicable Notice of Obligation.

     SECTION 3.2    AMENDED OR ADDITIONAL ARRANGEMENTS. The Trust will not,
without the prior written approval of Allstate Life (a) enter into or amend,
modify, restate, and/or supplement any compensation or indemnification
arrangements with respect to the Program or (b) waive any of its rights under
any compensation or indemnification provisions under the Program.

     SECTION 3.3    WAIVER OF NOTICE. Allstate Life waives notice of any fact or
circumstance that could give rise to the payment of any Support Obligation under
Section 3.1 and, except as otherwise provided in the Support Agreement, Allstate
Life also waives presentment, demand for payment, protest, notice of nonpayment,
notice of dishonor, notice of redemption and all other notices and demands.

                                        5


     SECTION 3.4    NO IMPAIRMENT. The obligations, covenants, agreements and
duties of Allstate Life under the Support Agreement will in no way be affected
or impaired by reason of the happening from time to time of any of:

          (a)  the extension of time for the payment of all or any portion of
               any Support Obligation or for the performance of any other
               obligation arising under, out of, or in connection with, any
               Support Obligation;

          (b)  any failure, omission, delay or lack of diligence on the part of
               the Trust to enforce, assert or exercise any right, privilege,
               power or remedy conferred on the Trust with respect to any
               Support Obligation or any action on the part of the Trust
               granting indulgence or extension of any kind;

          (c)  the voluntary or involuntary liquidation, dissolution, sale of
               any collateral, receivership, insolvency, bankruptcy, assignment
               for the benefit of creditors, reorganization, arrangement,
               composition or readjustment of debt of, or other similar
               proceedings affecting, the Trust or any of the assets of the
               Trust;

          (d)  the existence of any claim, set-off or other rights that Allstate
               Life may have at any time against the Trust; PROVIDED, that
               nothing in the Support Agreement shall prevent the assertion of
               any such claim by separate suit or compulsory counterclaim; or

          (e)  any other act or omission to act or delay of any kind by the
               Trust or any other Person or any other circumstance whatsoever
               which might, but for the provisions of this Section 3.4(e),
               constitute a legal or equitable discharge of or defense to
               Allstate Life's obligations under the Support Agreement.

     SECTION 3.5    ENFORCEMENT. Notwithstanding any rights granted to Allstate
Life under Section 3.7, Allstate Life waives any right or remedy to require that
any action be brought against any Person prior to the assertion of a claim under
the Support Agreement.

     SECTION 3.6    SUBROGATION. Upon, and subject to, the payment by Allstate
Life of any Support Obligation:

          (a)  Allstate Life shall be subrogated to all of the rights, interests
               and remedies, if any, of the Trust in respect of such Support
               Obligation; and

          (b)  the Trust will (i) from time to time execute all such instruments
               and other agreements and take all such other actions as may be
               necessary or desirable, or that Allstate Life may request, to
               protect any interest of Allstate Life with respect to any Support
               Obligation

                                        6


               or to enable Allstate Life to exercise or enforce any right,
               interest or remedy it may have with respect to any such Support
               Obligation and (ii) release to Allstate Life any amount received
               relating to any Support Obligation, or any portion of any Support
               Obligation, immediately after any such amount relating to such
               Support Obligation, or any portion of any such Support
               Obligation, is received by the Trust.

     SECTION 3.7    ACTIONS; NOTIFICATION.

          (a)  The Trust shall give prompt written notice to Allstate Life of
               any litigation, or any investigation or proceeding by any
               governmental agency or body or other Person, whether commenced or
               threatened, against the Trust that may give rise to any Support
               Obligation (each, a "Proceeding"), but the Trust's failure to so
               notify Allstate Life shall not relieve Allstate Life from any
               liability which it may have otherwise under the Support Agreement
               unless the failure to so notify had an adverse impact on Allstate
               Life.

          (b)  Allstate Life may, in its sole discretion, elect to assume the
               defense of the Trust in any Proceeding that could give rise to
               any Support Obligation, and if it so elects, Allstate Life shall
               select counsel reasonably acceptable to the Trust to represent
               the Trust in such Proceeding and pay the fees and expenses of
               such counsel. In any Proceeding, the Trust shall have the right
               to retain its own counsel, but the fees and disbursements of such
               counsel shall not constitute a Support Obligation unless (i)
               Allstate Life and the Trust shall have mutually agreed to the
               retention of such counsel or (ii) the named parties to any such
               Proceeding (including any impleaded parties) include both
               Allstate Life and the Trust, and representation of both parties
               by the same counsel would be inappropriate due to actual or
               potential differing interests between them. In no event shall
               Allstate Life be liable for fees and expenses of more than one
               counsel (in addition to any local counsel) for the Trust in
               connection with any one action or separate but similar or related
               actions in the same jurisdiction arising out of the same general
               allegations or circumstances.

     SECTION 3.8    SETTLEMENT WITHOUT CONSENT. The Trust may not settle any
Proceeding without the consent of Allstate Life.

     SECTION 3.9    THIRD PARTY BENEFICIARIES. Allstate Life understands and
agrees that each Service Provider (including such parties in their respective
individual capacity) shall be a third party beneficiary of the indemnity
provided under the Support Agreement, subject to the limitations on such
indemnity provided in the Support Agreement. No other Person shall have any
legal or equitable right, remedy or claim

                                        7


under or in respect of the Support Agreement or any covenants, conditions or
provisions contained in the Support Agreement.

                                    ARTICLE 4
                               GENERAL PROVISIONS

     SECTION 4.1    BINDING EFFECT. All obligations, covenants, agreements and
duties contained in the Support Agreement shall bind the permitted successors
and assigns, and receivers, trustees and representatives of each of Allstate
Life and the Trust.

     SECTION 4.2    AMENDMENTS; ASSIGNMENTS.

          (a)  The Support Agreement will not be amended, modified, restated,
               supplemented or replaced in any manner, except with the unanimous
               written consent of the Trust, Allstate Life, the Administrator,
               the Delaware Trustee and the Indenture Trustee.

          (b)  Neither the Support Agreement nor any title, right or interest in
               the Support Agreement may be sold, transferred, assigned,
               hypothecated or alienated in any manner whatsoever, except with
               the express written consent of the Trust and Allstate Life.

     SECTION 4.3    TERM OF SUPPORT AGREEMENT. The Support Agreement shall
terminate and be of no further force and effect upon the later of (a) the date
on which full payment has been made of all amounts payable to each Holder in
accordance with the terms of the Notes, whether upon maturity, redemption or
otherwise, and (b) the date on which the Trust Agreement and the Trust created
by the Trust Agreement terminate. Unless and until the Support Agreement is
terminated as specified in this Section 4.3, the Support Agreement will be
continuing, irrevocable, unconditional and absolute.

     SECTION 4.4    NOTICES. All demands, notices, instructions or other
communications required or permitted to be given under the Support Agreement
shall be given in writing by delivering the same against receipt by facsimile
transmission (confirmed by registered or certified mail, postage prepaid, return
receipt requested), or by registered or certified mail, postage prepaid, return
receipt requested, addressed as follows (and if so given, shall be deemed given
when mailed or upon receipt of a confirmation, if sent by facsimile):

          If to the Trust, to:

          c/o AMACAR Pacific Corp.
          6525 Morrison Boulevard, Suite 318
          Charlotte, North Carolina 28211
          Attention: Douglas K. Johnson
          Facsimile: (704) 365-1632

                                        8


          If to Allstate Life, to:

          Allstate Life Insurance Company
          3100 Sanders Road, Suite M3A
          Northbrook, Illinois 60062
          Attention: Assistant Vice President, Institutional Markets
          Facsimile: (847) 326-6289

          or such other address previously furnished in writing to the other
          party.

     SECTION 4.5    GOVERNING LAW. Pursuant to Section 5-1401 of the General
Obligations Law of the State of New York, the Support Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York.

     SECTION 4.6    CONSENT TO JURISDICTION. Each party to the Support Agreement
submits for itself and in connection with its properties, generally and
unconditionally, to the nonexclusive jurisdiction of the United States Federal
court located in the City of New York, the Borough of Manhattan for purposes of
any legal proceeding arising out of or relating to the Support Agreement or the
transactions contemplated by the Support Agreement. Each party to the Support
Agreement irrevocably waives, to the fullest extent permitted by law, any
objection which it may have to the laying of the venue of any such proceeding
brought in such a court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum. Each party to the Support
Agreement consents to process being served in any suit, action or proceeding
with respect to the Support Agreement, or any document delivered pursuant to the
Support Agreement by the mailing of a copy thereof by registered or certified
mail, postage prepaid, return receipt requested, to its respective address
specified at the time for notices under the Support Agreement or to any other
address of which it shall have given written notice to the other party. The
foregoing shall not limit the ability of any party to the Support Agreement to
bring suit in the courts of any other jurisdiction.

     SECTION 4.7    WAIVER OF JURY TRIAL. Each of the parties to the Support
Agreement irrevocably and expressly waives any and all right to a trial by jury
with respect to any legal proceeding arising out of or relating to the Support
Agreement or any claims or transactions in connection with the Support
Agreement. Each of the parties to the Support Agreement acknowledges that such
waiver is made with full understanding and knowledge of the nature of the rights
and benefits waived.

     SECTION 4.8    COUNTERPARTS. The Support Agreement and any amendments,
modifications, restatements, supplements or replacements of the Support
Agreement, or waivers or consents to the Support Agreement, may be executed in
any number of counterparts, and by parties to the Support Agreement in separate
counterparts, each of which, when so executed and delivered, shall be deemed to
be an original and all of which counterparts, when taken together shall
constitute one and the same instrument. The Support Agreement shall become
effective upon the execution of a counterpart by each of the parties to the
Support Agreement.

                                        9


     SECTION 4.9    SEVERABILITY. In the event any provision or obligation of
the Support Agreement shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby to the
fullest extent permitted under applicable law.

     SECTION 4.10   ENTIRE AGREEMENT. The Support Agreement constitutes the
entire agreement between the parties relating to its subject matter, and
supersedes all previous agreements between the parties, whether written or oral.

     SECTION 4.11   NO WAIVER. No failure on the part of the parties to the
Support Agreement to exercise, and no delay in exercising, and no course of
dealing with respect to, any right, power or privilege under the Support
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise thereof or the exercise of any other right, power or privilege operate
as such a waiver.

     SECTION 4.12   REMEDIES CUMULATIVE. No right, power or remedy of the
parties under the Support Agreement shall be exclusive of any other right, power
or remedy, but shall be cumulative and in addition to any other right, power or
remedy thereunder or existing by law or in equity.

     SECTION 4.13   LIMITATION OF DELAWARE TRUSTEE LIABILITY. Notwithstanding
any provision of the Support Agreement to the contrary, it is expressly
understood and agreed by the parties that (a) the Support Agreement is executed
and delivered by Wilmington Trust Company, not individually or personally, but
solely as Delaware Trustee, in the exercise of the powers and authority
conferred and vested in it pursuant to the Trust Agreement, (b) each of the
representations, undertakings and agreements in the Support Agreement made on
the part of the Trust is made and intended not as personal representations,
undertakings and agreements by Wilmington Trust Company, but is made and
intended for the purpose of binding only the Trust, (c) nothing contained in the
Support Agreement shall be construed as creating any liability on Wilmington
Trust Company, individually or personally, to perform any covenant either
expressed or implied in the Support Agreement, all such liability, if any, being
expressly waived by the parties to the Support Agreement and by any person
claiming by, through or under the parties to the Support Agreement and (d) under
no circumstances shall Wilmington Trust Company be personally liable for the
payment of any indebtedness or expenses of the Trust or be liable for the breach
or failure of any obligation, representation, warranty or covenant made or
undertaken by the Trust under the Support Agreement or any other related
documents.

                                       10


                                                                       EXHIBIT A


                              NOTICE OF OBLIGATION


                                                 Date: -


BY [HAND OR OVERNIGHT] DELIVERY AND/OR FACSIMILE

Allstate Life Insurance Company
Office of the General Counsel
3100 Sanders Road
Northbrook, Illinois 60062
Telephone: -
Facsimile: -


Ladies and Gentlemen:

          Reference is hereby made to the Support and Expenses Agreement dated
as of - (the "SUPPORT AGREEMENT") entered into between Allstate Life Insurance
Company, an Illinois stock life insurance company ("ALLSTATE LIFE") and Allstate
Life Global Funding Trust -, a statutory trust organized under the laws of the
State of Delaware (the "TRUST"). Capitalized terms used in this notice (this
"NOTICE OF OBLIGATION") and not otherwise defined have the respective meanings
ascribed in the Support Agreement.

          The  Trust hereby represents to Allstate Life that:

            (a)  on -, the Trust incurred a Support Obligation in an amount of $
                 -;

            (b)  the Support Obligation resulted from -; and

            (c)  all documents and instruments evidencing the Support Obligation
                 are attached to this Notice of Obligation.

          The Trust hereby requests Allstate Life to pay the Support Obligation
in accordance with the Support Agreement to the following account:

            [Name of Bank:
            Account No.:
            Reference No.:]



          IN WITNESS WHEREOF, the Trust has executed and delivered this Notice
of Obligation as of the date first written above.

                                     ALLSTATE LIFE GLOBAL FUNDING   -

                                     By: Wilmington Trust Company, not in its
                                     individual capacity, but solely as Delaware
                                     Trustee


                                     By:
                                          ----------------------------------
                                     Name:
                                     Title:




                                                                    EXHIBIT 10.9

================================================================================


                              AMENDED AND RESTATED

                        ADMINISTRATIVE SERVICES AGREEMENT

                                     BETWEEN

                          ALLSTATE LIFE GLOBAL FUNDING

                                       AND

                              AMACAR PACIFIC CORP.

                               DATED AS OF -, 2004


================================================================================



                                TABLE OF CONTENTS




                                                                                                        PAGE
                                                                                                        ----
                                                                                                       
ARTICLE 1     DEFINITIONS; OTHER DEFINITIONAL PROVISIONS

  SECTION 1.1.      DEFINITIONS............................................................................2
  SECTION 1.2.      OTHER DEFINITIONAL PROVISIONS..........................................................5

ARTICLE 2     APPOINTMENT; ADMINISTRATIVE SERVICES

  SECTION 2.1.      APPOINTMENT............................................................................5
  SECTION 2.2.      ADMINISTRATIVE SERVICES................................................................5

ARTICLE 3     ACTIVITIES OF GLOBAL FUNDING; EMPLOYEES; OFFICES

  SECTION 3.1.      ACTIVITIES OF GLOBAL FUNDING...........................................................8
  SECTION 3.2.      EMPLOYEES..............................................................................8
  SECTION 3.3.      OFFICES................................................................................9

ARTICLE 4     COMPENSATION; INDEMNITIES

  SECTION 4.1.      COMPENSATION...........................................................................9
  SECTION 4.2.      INDEMNITIES............................................................................9

ARTICLE 5     TERM

  SECTION 5.1.      TERM...................................................................................9

ARTICLE 6     OBLIGATION TO SUPPLY INFORMATION

  SECTION 6.1.      OBLIGATION TO SUPPLY INFORMATION......................................................10
  SECTION 6.2.      RELIANCE ON INFORMATION...............................................................10

ARTICLE 7     LIABILITY OF ADMINISTRATOR; STANDARD OF CARE

  SECTION 7.1.      LIABILITY OF ADMINISTRATOR............................................................10
  SECTION 7.2.      NO IMPLIED OBLIGATIONS................................................................10
  SECTION 7.3.      STANDARD OF CARE......................................................................10

ARTICLE 8     LIMITED RECOURSE

  SECTION 8.1.      LIMITED RECOURSE TO GLOBAL FUNDING....................................................11
  SECTION 8.2.      NO RECOURSE TO TRUSTEES AND AGENTS....................................................11

ARTICLE 9     TAX MATTERS

  SECTION 9.1.      INCOME TAX TREATMENT..................................................................11



                                       ii


                                                                                                       
ARTICLE 10    MISCELLANEOUS

  SECTION 10.1.     AMENDMENTS............................................................................12
  SECTION 10.2.     NO JOINT VENTURE......................................................................12
  SECTION 10.3.     ASSIGNMENT............................................................................12
  SECTION 10.4.     GOVERNING LAW, CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL..........................12
  SECTION 10.5.     COUNTERPARTS..........................................................................13
  SECTION 10.6.     LIMITATION OF DELAWARE TRUSTEE LIABILITY..............................................13
  SECTION 10.7.     NO PETITION...........................................................................14
  SECTION 10.8.     SEVERABILITY..........................................................................14
  SECTION 10.9.     ENTIRE AGREEMENT......................................................................14
  SECTION 10.10.    ADMINISTRATOR TO PROVIDE ACCESS TO BOOKS AND RECORDS..................................14
  SECTION 10.11.    NO WAIVER.............................................................................14
  SECTION 10.12.    REMEDIES CUMULATIVE...................................................................15
  SECTION 10.13.    NOTICES...............................................................................15





                                       iii


     THIS AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT (this "AMENDED
AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT") dated as of -, is entered into
between Allstate Life Global Funding, a statutory trust organized under the laws
of the State of Delaware ("GLOBAL FUNDING") and AMACAR Pacific Corp., as
administrator (in such capacity, the "ADMINISTRATOR").

     WHEREAS, Global Funding and the Administrator entered into that certain
Administrative Services Agreement, dated as of June 27, 2002 (the "Base
Administrative Services Agreement"), and the parties hereto desire to amend and
restate the Base Administrative Services Agreement in its entirety;

     WHEREAS, Global Funding desires to facilitate a program (the "PROGRAM") for
the issuance, from time to time, of secured medium term notes (the "NOTES");

     WHEREAS, the Notes will be issued by newly created Delaware statutory
trusts that are beneficially owned by Global Funding (each, a "TRUST");

     WHEREAS, each Trust will purchase a funding note issued by Global Funding
(each, a "FUNDING NOTE") with the proceeds from the sale of the Notes;

     WHEREAS, Global Funding will sell a Funding Note to each Trust and use the
proceeds therefrom to purchase one or more Funding Agreement(s) (the "FUNDING
AGREEMENT(S)") from Allstate Life;

     WHEREAS, Allstate Life will sell the Funding Agreement(s) to Global Funding
in consideration for the proceeds Global Funding receives from the sale of such
Funding Note;

     WHEREAS, Global Funding will immediately assign absolutely and deposit the
Funding Agreement(s) to each Trust and such Funding Note will be surrendered;

     WHEREAS, each Trust will issue the Notes and collaterally assign the
Funding Agreement(s) to the Indenture Trustee to secure payment of the Notes;

     WHEREAS, Global Funding has requested that the Administrator provide advice
and assistance to Global Funding generally and perform various services for
Global Funding generally; and

     WHEREAS, Global Funding desires to avail itself of the experience, advice
and assistance of the Administrator and to have the Administrator perform
various financial, statistical, accounting and other services for Global
Funding, and the Administrator is willing to furnish such services on the terms
and conditions herein set forth.

     NOW THEREFORE, in consideration of the premises and covenants set forth in
this Amended and Restated Administrative Services Agreement, the parties agree
as follows:

                                       A-1


                                    ARTICLE 1
                   DEFINITIONS; OTHER DEFINITIONAL PROVISIONS

     SECTION 1.1. DEFINITIONS.

     "ADMINISTRATION FEE" has the meaning ascribed in Section 4.1.

     "ADMINISTRATOR" means AMACAR Pacific Corp., a Delaware corporation, in its
capacity as the sole administrator of Global Funding pursuant to this Amended
and Restated Administrative Services Agreement, and its successors.

     "AFFILIATE" means, as applied to any Person, any other Person directly or
indirectly controlling, controlled by, or under common control with, that Person
and, in the case of an individual, any spouse or other member of that
individual's immediate family. For the purposes of this definition, "control"
(including with correlative meanings, the terms "controlling", "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of that Person, whether through the
ownership of voting securities or by contract or otherwise.

     "AGENTS" has the meaning set forth in the Distribution Agreement.

     "ALLSTATE LIFE" means Allstate Life Insurance Company, a stock life
insurance company organized and licensed under the laws of the State of
Illinois, and any successor.

     "AMENDED AND RESTATED TRUST AGREEMENT" means that certain Amended and
Restated Trust Agreement dated as of - , 2004 pursuant to which Global Funding
is created, as the same may be amended, restated, modified, supplemented or
replaced from time to time.

     "AMENDED AND RESTATED SUPPORT AGREEMENT" means that certain Amended and
Restated Support Agreement dated as of - , 2004, between Allstate Life and
Global Funding, as the same may be amended, restated, modified, supplemented or
replaced from time to time.

     "CLOSING INSTRUMENT" means the closing instrument of the Trust, pursuant to
which the Indenture is entered into, and certain other documents are executed,
in connection with the issuance of the Notes by the Trust.

     "COLLATERAL" means, with respect to the Notes, the right, title and
interest of each Trust in and to (a) the Funding Agreement(s) held by such
Trust, (b) all proceeds of such Funding Agreement(s), (c) all books and records
pertaining to the Funding Agreement(s), and (d) all rights of such Trust
pertaining to the foregoing.

     "COMMISSION" has the meaning ascribed in Section 2.2(c).

                                        2


     "COORDINATION AGREEMENT" means that certain Coordination Agreement included
in Part F of the Series Instrument, among Allstate Life Insurance Company, the
Trust and the Indenture Trustee, as the same may be amended, modified or
supplemented from time to time.

     "DELAWARE TRUSTEE" means Wilmington Trust Company, a Delaware banking
corporation, in its capacity as the sole Delaware trustee of Global Funding and
its successors.

     "DISTRIBUTION AGREEMENT" means that certain Distribution Agreement dated as
of -, 2004, by and among Global Funding and the Agents named therein, as the
same may be amended, modified or supplemented from time to time.

     "GLOBAL FUNDING" means Allstate Life Global Funding, a statutory trust
formed under the laws of the State of Delaware.

     "INDENTURE" means that certain Indenture included in Part A of the Closing
Instrument, between the Trust and the Indenture Trustee, as the same may be
amended, modified or supplemented from time to time.

     "INDENTURE TRUSTEE" means J.P. Morgan Trust Company, National Association,
and its successors.

     "LOSS AND EXPENSE" has the meaning ascribed in Section 4.2.

     "MOODY'S" means Moody's Investors Services, Inc.

     "NAME LICENSING AGREEMENT" means that certain Name Licensing Agreement
included in Part D of the Series Instrument, between Allstate Insurance Company
and the Trust, as the same may be amended, modified or supplemented from time to
time.

     "PAYING AGENT" has the meaning set forth in the Standard Indenture Terms.

     "PERSON" means any natural person, corporation, limited partnership,
general partnership, joint stock company, joint venture, association, company,
limited liability company, trust (including any beneficiary thereof), bank,
trust company, land trust, business trust or other organization, whether or not
a legal entity, and any government or any agency or political subdivision
thereof.

     "PROGRAM" means the program for the issuance, from time to time, of secured
medium term notes of the Allstate Life Global Funding Trusts.

     "PROGRAM DOCUMENTS" means the Series Instrument, the Amended and Restated
Trust Agreement, this Amended and Restated Administrative Services Agreement,
the Amended and Restated Support Agreement, the Name Licensing Agreement, the
Distribution Agreement, the Terms Agreement, the Funding Note and any other
documents or instruments entered into by, or with respect to, or on behalf of,
Global Funding.

                                        3


     "RATING AGENCY" means each of Moody's Investors Services, Inc., Standard &
Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc., and any
other rating agency which provides a rating of the Notes.

     "REGISTRAR" has the meaning set forth in the Standard Indenture Terms.

     "RESPONSIBLE OFFICER" means, with respect to the Indenture Trustee or the
Delaware Trustee, any vice president, assistant vice president, any assistant
secretary, any assistant treasurer, any trust officer or assistant trust
officer, or any other officer of the Indenture Trustee or the Delaware Trustee,
as the case may be, customarily performing functions similar to those performed
by any of the above designated officers and also, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his or her knowledge of and familiarity with the particular subject,
and also, with respect to the Indenture Trustee, having direct responsibility
for the administration of the Indenture.

     "SERIES INSTRUMENT" means the closing instrument of the Trust, pursuant to
which the Administrative Services Agreement, the Coordination Agreement, the
Name Licensing Agreement, the Support Agreement, the Terms Agreement and the
Trust Agreement are entered into, and certain other documents are executed, in
connection with the issuance of the Notes by the Trust.

     "S&P" means Standard & Poor's Ratings Services, a Division of The
McGraw-Hill Companies, Inc.

     "SERVICE PROVIDER" has the meaning set forth in the Amended and Restated
Support Agreement.

     "STANDARD INDENTURE TERMS" means the Standard Indenture Terms, dated as of
- -, 2004 relating to Global Funding's Program for the issuance of Notes.

     "SUPPORT AGREEMENT" means the Support and Expenses Agreement with respect
to the Trust named in the Series Instrument, included in Part C of the Series
Instrument, as the same may be amended, modified or supplemented from time to
time.

     "TERMS AGREEMENT" means that certain Terms Agreement related to the
offering of the Notes, included in Part E of the Series Instrument, by and among
Global Funding, the Trust and each Agent named therein, which will incorporate
by reference the terms of the Distribution Agreement.

     "TRUST" means the Allstate Life Global Funding Trust specified in the
Series Instrument, together with its permitted successors and assigns.

     "TRUST AGREEMENT" means that certain Trust Agreement, included in Part A of
the Series Instrument, pursuant to which the Trust is created.

     "TRUST ORDER" has the meaning set forth in the Standard Indenture Terms.

                                        4


     SECTION 1.2. OTHER DEFINITIONAL PROVISIONS. For all purposes of this
Amended and Restated Administrative Services Agreement, except as otherwise
expressly provided or unless the context otherwise requires:

     (a)  the terms defined in this Article shall have the meanings ascribed to
          them in this Article and shall include the plural as well as the
          singular; PROVIDED, that all capitalized terms used in and not
          otherwise defined in this Amended and Restated Administrative Services
          Agreement will have the meanings set forth in the Standard Indenture
          Terms;

     (b)  the words "include", "includes" and "including" shall be construed to
          be followed by the words "without limitation";

     (c)  Article and Section headings are for the convenience of the reader and
          shall not be considered in interpreting this Amended and Restated
          Administrative Services Agreement or the intent of the parties to this
          Amended and Restated Administrative Services Agreement; and

     (d)  capitalized terms not otherwise defined in this Amended and Restated
          Administrative Services Agreement will have the respective meanings
          set forth in the Standard Indenture Terms.

                                    ARTICLE 2
                      APPOINTMENT; ADMINISTRATIVE SERVICES

     SECTION 2.1. APPOINTMENT. Pursuant to Section 3806(b)(7) of the Delaware
Statutory Trust Act, the Administrator is hereby appointed, as an agent of
Global Funding with full power and authority, and agrees to carry out all of the
duties and responsibilities (a) of Global Funding under the Program Documents
and any other document to which Global Funding is a party and (b) of the
Administrator under this Amended and Restated Administrative Services Agreement.

     SECTION 2.2. ADMINISTRATIVE SERVICES. Without limiting the generality of
Section 2.1, Global Funding authorizes and empowers the Administrator, as its
agent, to perform, and the Administrator agrees to perform, the following
services:

     (a)  subject to the timely receipt of all necessary information, providing,
          or causing to be provided, all clerical, and bookkeeping services
          necessary and appropriate for the administration of Global Funding,
          including, without limitation, the following services as well as those
          other services specified in the following subsections:

          (i)     maintenance of all books and records of Global Funding
                  relating to the fees, costs and expenses of Global Funding
                  which books and records shall be maintained separately from
                  those of the Administrator;

                                        5


          (ii)    maintenance of records of cash payments and disbursements
                  (excluding principal and interest on any Funding Agreement(s)
                  or Funding Note) of Global Funding in accordance with
                  generally accepted accounting principles, and preparation for
                  audit of such periodic financial statements as may be
                  necessary or appropriate;

          (iii)   upon request, preparation for execution by Global Funding,
                  through a Responsible Officer, of amendments to and waivers
                  under the Program Documents and any other documents or
                  instruments deliverable by Global Funding thereunder or in
                  connection therewith;

          (iv)    holding, maintaining, and preserving executed copies of the
                  Program Documents and other documents or instruments executed
                  by Global Funding thereunder or in connection therewith, which
                  shall be maintained separately from those of the
                  Administrator;

          (v)     upon receipt of notice, taking such action as may be
                  reasonably necessary to enforce the performance by the other
                  parties to agreements to which Global Funding is a party, and
                  enforce the obligations of those parties to Global Funding
                  under such agreements;

          (vi)    upon request, preparing for execution by a Responsible Officer
                  such notices, consents, instructions and other communications
                  that Global Funding may from time to time be required or
                  permitted to give under the Program Documents or any other
                  document executed by Global Funding;

          (vii)   obtaining services of outside counsel, accountants and other
                  Service Providers on behalf of Global Funding;

          (viii)  preparing for execution by a Responsible Officer any Trust
                  Order for payment of any amounts due and owing by Global
                  Funding under the Program Documents to which Global Funding is
                  a party or any other document to which Global Funding is a
                  party; provided that the foregoing shall not obligate the
                  Administrator to advance any of its own monies for such
                  purpose, it being understood that such amounts shall be
                  payable only to the extent assets held in Global Funding are
                  available therefor and at such times and in such amounts as
                  shall be permitted by the Program Documents;

          (ix)    preparing for execution by a Responsible Officer any
                  instruction for payment of any amounts due and owing by Global
                  Funding to the Indenture Trustee, the Paying Agent, the
                  Registrar and other Service Providers on request for all
                  expenses, disbursements and

                                        6


                  advances to the extent not paid pursuant to the Amended and
                  Restated Support Agreement; PROVIDED that the foregoing shall
                  not obligate the Administrator to advance any of its own
                  monies for such purpose, it being understood that such amounts
                  shall be payable only to the extent assets held in Global
                  Funding are available therefor and at such times and in such
                  amounts as shall be permitted by the Program Documents;

          (x)     causing a firm of independent public accountants that is a
                  member of the American Institute of Certified Public
                  Accountants to furnish to the board of directors of Allstate
                  Life an attestation report concerning compliance with
                  established minimum servicing standards; and

          (xi)    taking such other actions as may be incidental or reasonably
                  necessary (A) to the accomplishment of the actions of the
                  Administrator authorized in this subsection (a) or (B) upon
                  receipt of notice from a Responsible Officer directing
                  specifically the Administrator to do so, to the accomplishment
                  of the duties and responsibilities, and compliance with the
                  obligations, of Global Funding, under the Program Documents
                  and under any other document to which Global Funding is or may
                  be a party to the extent not otherwise performed by the
                  Indenture Trustee, a Paying Agent, the Transfer Agent, the
                  Registrar or the Delaware Trustee, provided that no such
                  duties or responsibilities shall materially enlarge the duties
                  and responsibilities of the Administrator which are set forth
                  specifically in this Amended and Restated Administrative
                  Services Agreement;

     (b)  performing the administrative services to ensure compliance with all
          of the obligations, representations, covenants and agreements of
          Global Funding set forth in the Program Documents;

     (c)  subject to the timely receipt of all necessary information or notices
          from the Delaware Trustee, and based on the advice of counsel, on
          behalf of Global Funding, (i) the preparation and filing with the
          Securities and Exchange Commission (the "COMMISSION") and, if
          necessary, executing, in each case solely on behalf of Global Funding
          and not in the Administrator's individual capacity such documents,
          forms, certifications or filings as may be required by the Securities
          Act of 1933, as amended, the Securities Exchange Act of 1934, as
          amended, the Trust Indenture Act of 1939, as amended, or other
          securities laws; (ii) the preparation and filing of any documents or
          forms required to be filed by any rules or regulations of any
          securities exchange, including without limitation, the New York Stock
          Exchange, or market quotation dealer system or the National
          Association of Securities Dealers, Inc. in connection with the listing
          of the Notes thereon; and (iii) preparing, filing and executing solely

                                        7


          on behalf of Global Funding or any Trust and not in the
          Administrator's individual capacity, such filings, applications,
          reports, surety bonds, irrevocable consents, appointments of attorney
          for service of process and other papers and documents as may be
          necessary or desirable under the securities or "Blue Sky" laws of any
          relevant jurisdictions; and

     (d)  undertaking such other administrative services as may be reasonably
          requested by Global Funding or the Delaware Trustee, including causing
          the preparation by Global Funding of any prospectus, prospectus
          supplement, pricing supplement, registration statement, amendments,
          including any exhibits and schedules thereto, any reports or other
          filings or documents, or supplement thereto or complying with the
          securities or "Blue Sky" laws of any relevant jurisdictions in
          connection with the performance by Global Funding of its obligations
          under the Program Documents or any other document to which Global
          Funding is a party or other documents executed thereunder or in
          connection therewith.

     Any of the above services (other than those described in Sections 2.2(b),
2.2(c) and 2.2(d)) may, if the Administrator or Global Funding deems it
necessary or desirable, be subcontracted by the Administrator; PROVIDED that
notice is given to Global Funding of such subcontract and, notwithstanding such
subcontract, the Administrator shall remain responsible for performance of the
services set forth above unless such services are subcontracted to accountants
or legal counsel selected with due care by the Administrator and reasonably
satisfactory to Global Funding and in which case the Administrator shall not
remain responsible for the performance of such services and the Administrator
shall not, in any event, be responsible for the costs, fees or expenses in
connection therewith.

                                    ARTICLE 3
                ACTIVITIES OF GLOBAL FUNDING; EMPLOYEES; OFFICES.

     SECTION 3.1. ACTIVITIES OF GLOBAL FUNDING. The Administrator agrees to
carry out and perform the administrative activities of Global Funding set forth
in Article 2 in the name and on behalf of Global Funding as its agent.

     SECTION 3.2. EMPLOYEES. All services to be furnished by the Administrator
under this Amended and Restated Administrative Services Agreement may be
furnished by an officer or employee of the Administrator, an officer or employee
of any Affiliate of the Administrator, or, subject to Article 2, any other
person or agent designated or retained by it; PROVIDED that the Administrator
shall remain ultimately responsible for the provision of such services by an
officer or employee of the Administrator or any of its Affiliates or any other
person or agent designated or retained by it, unless selected with due care and
reasonably satisfactory to Global Funding in accordance with the last paragraph
of Article 2. No director, officer or employee of the Administrator or any
Affiliate of the Administrator shall receive from Global Funding a salary or
other compensation.

                                        8


     SECTION 3.3. OFFICES. The Administrator agrees to provide its own office
space, together with appropriate materials and any necessary support personnel,
for the day to day activities of Global Funding set forth in Article 2 to be
carried out and performed by the Administrator, all for the compensation
specified in Article 4. All services to be furnished by the Administrator under
this Amended and Restated Administrative Services Agreement shall be performed
from the Administrator's office in North Carolina.

                                    ARTICLE 4
                            COMPENSATION; INDEMNITIES

     SECTION 4.1. COMPENSATION. Global Funding agrees to pay the Administrator
the fees set forth in this Amended and Restated Administrative Services
Agreement (the "ADMINISTRATION FEE").

     SECTION 4.2. INDEMNITIES. To the fullest extent permitted under applicable
law and subject to limitations imposed by public policy, Global Funding agrees
to indemnify the Administrator, and hold the Administrator harmless, from and
against any and all losses, liabilities (including liabilities for penalties),
actions, suits, judgments, demands, damages, out-of-pocket costs and expenses
(including, without limitation, interest and reasonable attorneys fees, but
excluding costs and expenses attributable solely to administrative overhead)
arising out of, in connection with, or resulting from the exercise of the
Administrator's rights and/or the performance of the Administrator's duties, by
the Administrator or its agents and employees, under this Amended and Restated
Administrative Services Agreement (collectively, "LOSS AND EXPENSE"); PROVIDED,
HOWEVER, Global Funding shall not be liable to indemnify the Administrator, or
hold the Administrator harmless, from and against any and all Loss and Expense
resulting from or attributable to the negligence, bad faith or willful
misconduct of the Administrator.

                                    ARTICLE 5
                                      TERM

     SECTION 5.1. TERM. The Administrator may terminate this Amended and
Restated Administrative Services Agreement upon at least 30 days' written notice
to Global Funding and Allstate Life and Global Funding may terminate this
Amended and Restated Administrative Services Agreement upon at least 30 days'
notice to the Administrator (copies of any notice of termination shall also be
sent to the Indenture Trustee). Such termination will not become effective until
(a) Global Funding appoints a successor Administrator, (b) the successor
Administrator accepts such appointment, (c) the Administrator has obtained the
prior written confirmation of any Rating Agency that such action will not result
in a reduction or withdrawal of its then current ratings, if any, of the Program
and/or the Notes, as applicable and (d) Global Funding has paid all accrued and
unpaid amounts owed to the Administrator under this Amended and Restated
Administrative Services Agreement.

                                        9


                                    ARTICLE 6
                        OBLIGATION TO SUPPLY INFORMATION

     SECTION 6.1. OBLIGATION TO SUPPLY INFORMATION. The Delaware Trustee shall
forward to the Administrator such information (which is in the possession of
Global Funding) in connection with the Program Documents and this Amended and
Restated Administrative Services Agreement as the Administrator may from time to
time reasonably request in connection with the performance of its obligations
under this Amended and Restated Administrative Services Agreement. The
Administrator will (a) hold and safely maintain all records, files, Program
Documents and other material of Global Funding and (b) permit Global Funding,
the Delaware Trustee, and each of their respective officers, directors, agents
and consultants on reasonable notice at any time and from time to time during
normal business hours to inspect, audit, check and make abstracts from the
accounts, records, correspondence, documents and other materials of Global
Funding, or relating to the provision of services and facilities under this
Amended and Restated Administrative Services Agreement.

     SECTION 6.2. RELIANCE ON INFORMATION. Global Funding recognizes that the
accuracy and completeness of the records maintained and the information supplied
by the Administrator under this Amended and Restated Administrative Services
Agreement is dependent upon the accuracy and completeness of the information
obtained by the Administrator from the parties to the Program Documents and
other sources and the Administrator shall not be responsible for any inaccurate
or incomplete information so obtained or for any inaccurate or incomplete
records maintained by the Administrator under this Amended and Restated
Administrative Services Agreement that may result therefrom. The Administrator
shall have no duty to investigate the accuracy or completeness of any
information provided to it and shall be entitled to fully rely on all such
information provided to it.

                                    ARTICLE 7
                  LIABILITY OF ADMINISTRATOR; STANDARD OF CARE

     SECTION 7.1. LIABILITY OF ADMINISTRATOR. The Administrator assumes no
liability for anything other than the services rendered by it pursuant to
Articles 2, 3, 6 and 9, and neither the Administrator nor any of its directors,
officers, employees or Affiliates shall be responsible for any action of Global
Funding, the Delaware Trustee or the officers or employees thereof taken outside
the scope of Articles 2, 3, 6 and 9 and without direction from the
Administrator. Without limiting the generality of the foregoing, it is agreed
that the Administrator assumes no liability with respect to any of Global
Funding's obligations under the Program Documents.

     SECTION 7.2. NO IMPLIED OBLIGATIONS. The Administrator shall not perform,
endeavor to perform or agree to perform any act on behalf of Global Funding not
specifically required or permitted under the Program Documents.

     SECTION 7.3. STANDARD OF CARE. The Administrator shall perform its duties
under this Amended and Restated Administrative Services Agreement diligently, in

                                       10


conformity with Global Funding's obligations under the Program Documents and
applicable laws and regulations and in accordance with the same standard of care
exercised by a prudent person in connection with the performance of the same or
similar duties and, in no event with less care than the Administrator exercises
or would exercise in connection with the same or similar obligations if those
obligations were the direct obligations of the Administrator.

                                    ARTICLE 8
                                LIMITED RECOURSE

     SECTION 8.1. LIMITED RECOURSE TO GLOBAL FUNDING. Notwithstanding anything
to the contrary contained in this Amended and Restated Administrative Services
Agreement, all obligations of Global Funding under this Amended and Restated
Administrative Services Agreement shall be payable by Global Funding (subject to
the lien created by the Indenture on the Collateral held by Global Funding) only
on a payment date of the Funding Note and only to the extent of funds available
therefor under the Indenture and, to the extent such funds are not available or
are insufficient for the payment thereof, shall not constitute a claim against
Global Funding to the extent of such unavailability or insufficiency until such
time as the Collateral held in Global Funding has produced proceeds sufficient
to pay such prior deficiency. This Section 8.1 shall survive the termination of
this Amended and Restated Administrative Services Agreement.

     SECTION 8.2. NO RECOURSE TO TRUSTEES AND AGENTS. The obligations of Global
Funding under this Amended and Restated Administrative Services Agreement are
solely the obligations of Global Funding and no recourse shall be had with
respect to this Amended and Restated Administrative Services Agreement or any of
the obligations of Global Funding under this Amended and Restated Administrative
Services Agreement or for the payment of any fee or other amount payable under
this Amended and Restated Administrative Services Agreement or for any claim
based on, arising out of or relating to any provision of this Amended and
Restated Administrative Services Agreement against any trustee, employee,
settlor, Affiliate, agent or servant of Global Funding. This Section 8.2 shall
survive the termination of this Amended and Restated Administrative Services
Agreement.

                                    ARTICLE 9
                                   TAX MATTERS

     SECTION 9.1. INCOME TAX TREATMENT. The Administrator agrees that for all
United States Federal, state and local income and franchise tax purposes (i) to
treat the Notes as indebtedness of Allstate Life, (ii) Global Funding and the
Trust will be ignored and will not be treated as an association or a publicly
traded partnership taxable as a corporation and (iii) to not take any action
inconsistent with the treatment described in (i) and (ii) unless otherwise
required by law.

                                       11


                                   ARTICLE 10
                                  MISCELLANEOUS

     SECTION 10.1. AMENDMENTS. No waiver, alteration, modification, amendment or
supplement of the terms of this Amended and Restated Administrative Services
Agreement shall be effective unless (a) accomplished by written instrument
signed by the parties to this Amended and Restated Administrative Services
Agreement and (b) for so long as any Notes remain outstanding, each of Moody's
and S&P has confirmed in writing that such action will not result in reduction
or withdrawal of its then current ratings, if any, of the Program and/or any
Notes, as applicable. Global Funding shall provide each of Moody's and S&P with
a copy of each such waiver, alteration, modification, amendment or supplement.
Notwithstanding anything in this Section 10.1 to the contrary, no waiver,
alteration, modification, amendment or supplement to the terms of this Amended
and Restated Administrative Services Agreement shall be effective without the
prior written consent of Allstate Life.

     SECTION 10.2. NO JOINT VENTURE. Nothing contained in this Amended and
Restated Administrative Services Agreement shall constitute Global Funding and
the Administrator as members of any partnership, joint venture, association,
syndicate or unincorporated business.

     SECTION 10.3. ASSIGNMENT. Except as set forth in this Section 10.3, and
subject to the rights of the Administrator to subcontract its services under
this Amended and Restated Administrative Services Agreement pursuant to Article
2, this Amended and Restated Administrative Services Agreement may not be
assigned by either party without (i) the prior written consent of the other
party and Allstate Life and (ii) the prior written confirmation of each of
Moody's and S&P that such action will not result in a reduction or withdrawal of
its then current ratings, if any, of the Program or any Notes, as applicable.
Subject to the foregoing, this Amended and Restated Administrative Services
Agreement shall be binding upon and inure to the benefit of the parties to this
Amended and Restated Administrative Services Agreement and their respective
successors and assigns. Any party's transfer or assignment of this Amended and
Restated Administrative Services Agreement in violation of this Section 10.3
shall be void as to the other party.

     SECTION 10.4. GOVERNING LAW, CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.

     (a)  Pursuant to Section 5-1401 of the General Obligations Law of the State
          of New York, this Amended and Restated Administrative Services
          Agreement shall be governed by and construed in accordance with the
          laws of the State of New York. Each party to this Amended and Restated
          Administrative Services Agreement submits to the nonexclusive
          jurisdiction of the United States District Court for the Southern
          District of New York and of any New York State Court sitting in New
          York City for purposes of all legal proceeding arising out of or
          relating to this Amended and Restated Administrative Services
          Agreement or the transactions contemplated by this Amended and
          Restated Administrative Services

                                       12


          Agreement. Each party to this Amended and Restated Administrative
          Services Agreement irrevocably waives, to the fullest extent permitted
          by law, any objection which it may have to the laying of the venue of
          any such proceeding brought in such a court and any claim that any
          such proceeding brought in such a court has been brought in an
          inconvenient forum. Each party to this Amended and Restated
          Administrative Services Agreement consents to process being served in
          any suit, action or proceeding with respect to this Amended and
          Restated Administrative Services Agreement, or any document delivered
          pursuant to this Amended and Restated Administrative Services
          Agreement by the mailing of a copy thereof by registered or certified
          mail, postage prepaid, return receipt requested, to its respective
          address specified at the time for notices under this Amended and
          Restated Administrative Services Agreement or to any other address of
          which it shall have given written notice to the other parties. The
          foregoing shall not limit the ability of any party to this Amended and
          Restated Administrative Services Agreement to bring suit in the courts
          of any other jurisdiction.

     (b)  Each of the parties irrevocably waives any and all right to a trial by
          jury with respect to any legal proceeding arising out of or relating
          to this Amended and Restated Administrative Services Agreement or any
          transaction. Each of the parties to this Amended and Restated
          Administrative Services Agreement acknowledges that such waiver is
          made with full understanding and knowledge of the nature of the rights
          and benefits waived.

     SECTION 10.5. COUNTERPARTS. This Amended and Restated Administrative
Services Agreement and any amendments, modifications, restatements, supplements
and/or replacements of this Amended and Restated Administrative Services
Agreement, or waivers or consents to this Amended and Restated Administrative
Services Agreement, may be executed in any number of counterparts, and by
different parties to this Amended and Restated Administrative Services Agreement
in separate counterparts, each of which, when so executed and delivered, shall
be deemed to be an original and all of which counterparts, when taken together,
shall constitute one and the same instrument. This Amended and Restated
Administrative Services Agreement shall become effective upon the execution of a
counterpart by each of the parties.

     SECTION 10.6. LIMITATION OF DELAWARE TRUSTEE LIABILITY. Notwithstanding any
provision of this Amended and Restated Administrative Services Agreement to the
contrary, it is expressly understood and agreed by the parties that (a) this
Amended and Restated Administrative Services Agreement is executed and delivered
by the Delaware Trustee, not individually or personally, but solely as trustee,
as applicable, in the exercise of the powers and authority conferred and vested
in it, pursuant to the Amended and Restated Trust Agreement, (b) each of the
representations, undertakings and agreements in this Amended and Restated
Administrative Services Agreement made on the part of Global Funding is made and
intended not as personal representations, undertakings and agreements by the
Delaware Trustee but is made and intended for the purpose of binding

                                       13


only Global Funding, (c) nothing contained in this Amended and Restated
Administrative Services Agreement shall be construed as creating any liability
on the Delaware Trustee, individually or personally, to perform any covenant
either expressed or implied contained in this Amended and Restated
Administrative Services Agreement, all such liability, if any, being expressly
waived by the parties to this Amended and Restated Administrative Services
Agreement and by any person claiming by, through or under the parties to this
Amended and Restated Administrative Services Agreement, and (d) under no
circumstances shall the Delaware Trustee be personally liable for the payment of
any indebtedness or expenses of Global Funding or be liable for the breach or
failure of any obligation, representation, warranty or covenant made or
undertaken by Global Funding under this Amended and Restated Administrative
Services Agreement or any other related documents.

     SECTION 10.7. NO PETITION. To the extent permitted by applicable law, the
Administrator covenants and agrees that it will not institute against, or join
with any other Person in instituting against, Global Funding any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any applicable bankruptcy or similar law. This Section 10.7
shall survive termination of this Amended and Restated Administrative Services
Agreement.

     SECTION 10.8. SEVERABILITY. If any provision in this Amended and Restated
Administrative Services Agreement shall be invalid, illegal or unenforceable,
such provisions shall be deemed severable from the remaining provisions of this
Amended and Restated Administrative Services Agreement and shall in no way
affect the validity or enforceability of such other provisions of this Amended
and Restated Administrative Services Agreement.

     SECTION 10.9. ENTIRE AGREEMENT. This Amended and Restated Administrative
Services Agreement constitutes the entire agreement between the parties with
respect to matters covered by this Amended and Restated Administrative Services
Agreement and supersedes all prior agreements and understandings with respect to
such matters between the parties whether written or oral.

     SECTION 10.10. ADMINISTRATOR TO PROVIDE ACCESS TO BOOKS AND RECORDS. The
Administrator shall provide the Indenture Trustee with access to the books and
records of Global Funding, without charge, but only (a) upon the reasonable
request of the Indenture Trustee (for which purpose one Business Day shall be
deemed reasonable during the occurrence and continuation of a Default or an
Event of Default), (b) during normal business hours, (c) subject to the
Administrator's normal security and confidentiality procedures and (d) at
offices designated by the Administrator.

     SECTION 10.11. NO WAIVER. No failure on the part of the parties to this
Amended and Restated Administrative Services Agreement to exercise, and no delay
in exercising, and no course of dealing with respect to, any right, power or
privilege under this Amended and Restated Administrative Services Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise
thereof or the exercise of any other right, power or privilege operate as such a
waiver.

                                       14


     SECTION 10.12. REMEDIES CUMULATIVE. No right, power or remedy of the
parties under this Amended and Restated Administrative Services Agreement shall
be exclusive of any other right, power or remedy, but shall be cumulative and in
addition to any other right, power or remedy thereunder or existing by law or in
equity.

     SECTION 10.13. NOTICES. All notices, demands, instructions and other
communications required or permitted to be given to or made upon either party to
this Amended and Restated Administrative Services Agreement shall be in writing
(including by facsimile transmission) and shall be personally delivered or sent
by guaranteed overnight delivery or by facsimile transmission (to be followed by
personal or guaranteed overnight delivery) and shall be deemed to be given for
purposes of this Amended and Restated Administrative Services Agreement on the
day that such writing is received by the intended recipient thereof in
accordance with the provisions of this Section. Unless otherwise specified in a
notice sent or delivered in accordance with the foregoing provisions of this
Section, notices, demands, instructions and other communications in writing
shall be given to or made upon the respective parties thereto at their
respective addresses (or their respective telecopy numbers) indicated below:

          If to Global Funding:

          c/o Wilmington Trust Company
          Rodney Square North
          1100 North Market Street
          Wilmington, DE 19890
          Attention: Corporate Trust Administration
          Facsimile: (302) 636-4140

          If to the Administrator:

          AMACAR Pacific Corp.
          6525 Morrison Blvd., Suite 318
          Charlotte, North Carolina 28211
          Attention: Douglas K. Johnson
          Facsimile: (704) 365-1632

                                       15


     IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Administrative Services Agreement to be executed as of the day and year
first above written.

                                       ALLSTATE LIFE GLOBAL FUNDING

                                       By:   Wilmington Trust Company, not in
                                       its individual capacity,
                                       but solely as Delaware Trustee


                                       By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                       AMACAR PACIFIC CORP.,
                                       in its individual capacity


                                       By:
                                              ----------------------------------
                                              Name:  Douglas K. Johnson
                                              Title: President

                                       16




                                                                   EXHIBIT 10.10

================================================================================


                STANDARD ADMINISTRATIVE SERVICES AGREEMENT TERMS

                                 WITH RESPECT TO

                       ALLSTATE LIFE GLOBAL FUNDING TRUSTS

                               DATED AS OF -, 2004


================================================================================



                                TABLE OF CONTENTS




                                                                                                        PAGE
                                                                                                        ----
                                                                                                       
ARTICLE 1     DEFINITIONS; OTHER DEFINITIONAL PROVISIONS

  SECTION 1.1.      COVENANTS..............................................................................1
  SECTION 1.2.      DEFINITIONS............................................................................1
  SECTION 1.3.      OTHER DEFINITIONAL PROVISIONS..........................................................4

ARTICLE 2     APPOINTMENT; ADMINISTRATIVE SERVICES

  SECTION 2.1.      APPOINTMENT............................................................................4
  SECTION 2.2.      ADMINISTRATIVE SERVICES................................................................5

ARTICLE 3     ACTIVITIES OF THE TRUST; EMPLOYEES; OFFICES.

  SECTION 3.1.      ACTIVITIES OF THE TRUST................................................................7
  SECTION 3.2.      EMPLOYEES..............................................................................7
  SECTION 3.3.      OFFICES................................................................................8

ARTICLE 4     COMPENSATION; INDEMNITIES

  SECTION 4.1.      COMPENSATION...........................................................................8
  SECTION 4.2.      INDEMNITIES............................................................................8

ARTICLE 5     TERM

  SECTION 5.1.      TERM...................................................................................8

ARTICLE 6     OBLIGATION TO SUPPLY INFORMATION

  SECTION 6.1.      OBLIGATION TO SUPPLY INFORMATION.......................................................9
  SECTION 6.2.      RELIANCE ON INFORMATION................................................................9

ARTICLE 7     LIABILITY OF ADMINISTRATOR; STANDARD OF CARE

  SECTION 7.1.      LIABILITY OF ADMINISTRATOR.............................................................9
  SECTION 7.2.      NO IMPLIED OBLIGATIONS.................................................................9
  SECTION 7.3.      STANDARD OF CARE.......................................................................9

ARTICLE 8     LIMITED RECOURSE

  SECTION 8.1.      LIMITED RECOURSE TO TRUST.............................................................10
  SECTION 8.2.      NO RECOURSE TO TRUSTEES AND AGENTS....................................................10

ARTICLE 9     TAX MATTERS

  SECTION 9.1.      INCOME TAX TREATMENT..................................................................10



                                       ii


                                                                                                       
ARTICLE 10    MISCELLANEOUS

  SECTION 10.1.     AMENDMENTS............................................................................10
  SECTION 10.2.     NO JOINT VENTURE......................................................................11
  SECTION 10.3.     ASSIGNMENT............................................................................11
  SECTION 10.4.     GOVERNING LAW, CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL..........................11
  SECTION 10.5.     COUNTERPARTS..........................................................................11
  SECTION 10.6.     LIMITATION OF DELAWARE TRUSTEE LIABILITY..............................................12
  SECTION 10.7.     NO PETITION...........................................................................12
  SECTION 10.8.     SEVERABILITY..........................................................................12
  SECTION 10.9.     ENTIRE AGREEMENT......................................................................12
  SECTION 10.10.    ADMINISTRATOR TO PROVIDE ACCESS TO BOOKS AND RECORDS..................................12
  SECTION 10.11.    NO WAIVER.............................................................................13
  SECTION 10.12.    REMEDIES CUMULATIVE...................................................................13
  SECTION 10.13.    NOTICES...............................................................................13





                                       iii


     This document constitutes the Standard Administrative Services Agreement
Terms, which will be incorporated by reference in, and form a part of, the
Administrative Services Agreement (as defined below).

     These Standard Administrative Services Agreement Terms shall be of no force
and effect unless and until incorporated by reference in, and then only to the
extent not modified by, the Administrative Services Agreement.

     These Standard Administrative Services Agreement Terms shall govern the
administration of the activities of the Trust, subject to contrary terms and
provisions expressly adopted in the Administrative Services Agreement, which
contrary terms shall be controlling.

                                    ARTICLE 1
                   DEFINITIONS; OTHER DEFINITIONAL PROVISIONS

     SECTION 1.1. COVENANTS. The Trust repeats and reaffirms to the
Administrator the covenants of the Trust set forth in Article - of the
Indenture.

     SECTION 1.2. DEFINITIONS.

     "ADMINISTRATION FEE" has the meaning ascribed in Section 4.1.

     "ADMINISTRATIVE SERVICES AGREEMENT" means that certain Administrative
Services Agreement included in Part B of the Series Instrument, and which
incorporates by reference these Standard Administrative Services Agreement
Terms, by and between the Trust and the Administrator, as the same may be
amended, modified or supplemented from time to time.

     "ADMINISTRATOR" means AMACAR Pacific Corp., a Delaware corporation, in its
capacity as the sole administrator of the Trust pursuant to the Administrative
Services Agreement, and its successors.

     "AFFILIATE" means, as applied to any Person, any other Person directly or
indirectly controlling, controlled by, or under common control with, that Person
and, in the case of an individual, any spouse or other member of that
individual's immediate family. For the purposes of this definition, "control"
(including with correlative meanings, the terms "controlling", "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of that Person, whether through the
ownership of voting securities or by contract or otherwise.

     "AGENTS" has the meaning set forth in the Distribution Agreement.

     "ALLSTATE LIFE" means Allstate Life Insurance Company, a stock life
insurance company organized and licensed under the laws of the State of
Illinois, and any successor.

     "CLOSING INSTRUMENT" means the closing instrument of the Trust, pursuant to
which the Indenture is entered into, and certain other documents are executed,
in connection with the issuance of the Notes by the Trust.

                                        1


     "COLLATERAL" means, with respect to the Notes, the right, title and
interest of the Trust in and to (a) the Funding Agreement(s) held by the Trust,
(b) all proceeds of such Funding Agreement(s) and (c) all books and records
pertaining to the Funding Agreement(s).

     "COMMISSION" has the meaning ascribed in Section 2.2(d).

     "COORDINATION AGREEMENT" means that certain Coordination Agreement included
in Part F of the Series Instrument, among Allstate Life Insurance Company, the
Trust and the Indenture Trustee, as the same may be amended, modified or
supplemented from time to time.

     "DELAWARE TRUSTEE" means Wilmington Trust Company, a Delaware banking
corporation, in its capacity as the sole Delaware trustee of the Trust and its
successors.

     "DISTRIBUTION AGREEMENT" means that certain Distribution Agreement dated as
of -, 2004, by and among Global Funding and the Agents named therein, as the
same may be amended, modified or supplemented from time to time.

     "FUNDING AGREEMENT" means each funding agreement issued by Allstate Life to
Global Funding, which is sold to and deposited into, the Trust by Global
Funding, and immediately pledged and collaterally assigned by the Trust to the
Indenture Trustee, as the same may be modified, restated, replaced, supplemented
or otherwise amended from time to time in accordance with the terms thereof.

     "GLOBAL FUNDING" means Allstate Life Global Funding, a statutory trust
formed under the laws of the State of Delaware.

     "INDENTURE" means that certain Indenture included in Part A of the Closing
Instrument, between the Trust and the Indenture Trustee, as the same may be
amended, modified or supplemented from time to time.

     "INDENTURE TRUSTEE" means J.P. Morgan Trust Company, National Association,
and its successors.

     "LOSS AND EXPENSE" has the meaning ascribed in Section 4.2.

     "MOODY'S" means Moody's Investors Services, Inc.

     "NAME LICENSING AGREEMENT" means that certain Name Licensing Agreement
included in Part D of the Series Instrument, between Allstate Insurance Company
and the Trust, as the same may be amended, modified or supplemented from time to
time.

     "NOTE" has the meaning set forth in the Indenture.

     "PAYING AGENT" has the meaning set forth in the Indenture.

     "PERSON" means any natural person, corporation, limited partnership,
general partnership, joint stock company, joint venture, association, company,
limited liability company, trust (including any beneficiary thereof), bank,
trust company, land trust, business trust or other

                                        2


organization, whether or not a legal entity, and any government or any agency or
political subdivision thereof.

     "PRICING SUPPLEMENT" means the pricing supplement included as Annex A to
the Series Instrument.

     "PROGRAM" means the program for the issuance, from time to time, of secured
medium term notes of the Allstate Life Global Funding Trusts.

     "PROGRAM DOCUMENTS" means each Note, the Series Instrument, the Indenture,
the Trust Agreement, the Administrative Services Agreement, the Support
Agreement, the Name Licensing Agreement, the Distribution Agreement, the Terms
Agreement, each Funding Agreement and any other documents or instruments entered
into by, or with respect to, or on behalf of, the Trust.

     "RATING AGENCY" means each of Moody's Investors Services, Inc., Standard &
Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc., and any
other rating agency which provides a rating of the Notes.

     "REGISTRAR" has the meaning set forth in the Indenture.

     "RESPONSIBLE OFFICER" when used with respect to any Person means the
chairman of the board of directors or any vice chairman of the board of
directors or the president or any vice president (whether or not designated by a
number or numbers or a word or words added before or after the title "vice
president") of such Person. With respect to the Trust, Responsible Officer means
any Responsible Officer (as defined in the preceding sentence) plus any
assistant secretary and any financial services officer of the Delaware Trustee,
and with respect to the Delaware Trustee, Responsible Officer means any
Responsible Officer (as defined in the first sentence of this definition) plus
the chairman of the trust committee, the chairman of the executive committee,
any vice chairman of the executive committee, the cashier, the secretary, the
treasurer, any trust officer, any assistant trust officer, any assistant vice
president, any assistant cashier, any assistant secretary, any assistant
treasurer, or any other authorized officer of the Delaware Trustee customarily
performing functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his knowledge of and familiarity with the particular
subject.

     "S&P" means Standard & Poor's Ratings Services, a Division of The
McGraw-Hill Companies, Inc.

     "SERIES INSTRUMENT" means the closing instrument of the Trust, pursuant to
which the Administrative Services Agreement, the Coordination Agreement, the
Name Licensing Agreement, the Support Agreement, the Terms Agreement and the
Trust Agreement are entered into, and certain other documents are executed, in
connection with the issuance of the Notes by the Trust.

     "SERVICE PROVIDER" has the meaning set forth in the Support Agreement.

                                        3


     "SUPPORT AGREEMENT" means that certain Support and Expenses Agreement
included in Part C of the Series Instrument, by and between Allstate Life and
the Trust, as the same may be amended, modified or supplemented from time to
time.

     "SURVIVOR'S OPTION" means the provision in the Notes permitting optional
repayment of such Notes prior to maturity, if requested, following the death of
the beneficial owner of such Notes, so long as such Notes in accordance with
such Notes.

     "TERMS AGREEMENT" means that certain Terms Agreement related to the
offering of the Notes, included in Part E of the Series Instrument, by and among
Global Funding, the Trust and each Agent named therein, which will incorporate
by reference the terms of the Distribution Agreement.

     "TRUST" means the Allstate Life Global Funding Trust specified in the
Series Instrument, together with its permitted successors and assigns.

     "TRUST AGREEMENT" means that certain Trust Agreement, included in Part A of
the Series Instrument, pursuant to which the Trust is created.

     SECTION 1.3. OTHER DEFINITIONAL PROVISIONS. For all purposes of the
Administrative Services Agreement, except as otherwise expressly provided or
unless the context otherwise requires:

     (a)  the terms defined in this Article shall have the meanings ascribed to
          them in this Article and shall include the plural as well as the
          singular; PROVIDED, that all capitalized terms used in and not
          otherwise defined in the Administrative Services Agreement will have
          the meanings set forth in the Indenture;

     (b)  the words "include", "includes" and "including" shall be construed to
          be followed by the words "without limitation";

     (c)  Article and Section headings are for the convenience of the reader and
          shall not be considered in interpreting the Administrative Services
          Agreement or the intent of the parties to the Administrative Services
          Agreement; and

     (d)  capitalized terms not otherwise defined in the Administrative Services
          Agreement will have the respective meanings set forth in the
          Indenture.

                                    ARTICLE 2
                      APPOINTMENT; ADMINISTRATIVE SERVICES

     SECTION 2.1. APPOINTMENT. Pursuant to Section 3806(b)(7) of the Delaware
Statutory Trust Act, the Administrator is hereby appointed, as an agent of the
Trust with full power and authority, and agrees to carry out all of the duties
and responsibilities (a) of the Trust under the Program Documents and any other
document to which the Trust is a party and (b) of the Administrator under the
Administrative Services Agreement.

                                        4


     SECTION 2.2. ADMINISTRATIVE SERVICES. Without limiting the generality of
Section 2.1, the Trust authorizes and empowers the Administrator, as its agent,
to perform, and the Administrator agrees to perform, the following services:

     (a)  subject to the timely receipt of all necessary information, providing,
          or causing to be provided, all clerical, and bookkeeping services
          necessary and appropriate for the administration of the Trust,
          including, without limitation, the following services as well as those
          other services specified in the following subsections:

          (i)     maintenance of all books and records of the Trust relating to
                  the fees, costs and expenses of the Trust which books and
                  records shall be maintained separately from those of the
                  Administrator;

          (ii)    maintenance of records of cash payments and disbursements
                  (excluding principal and interest on any Funding Agreement) of
                  the Trust in accordance with generally accepted accounting
                  principles, and preparation for audit of such periodic
                  financial statements as may be necessary or appropriate;

          (iii)   upon request, preparing for, and causing, execution by the
                  Trust, through a Responsible Officer, of the Program
                  Documents, any amendments to and waivers under the Program
                  Documents and any other documents or instruments deliverable
                  by the Trust thereunder or in connection therewith;

          (iv)    holding, maintaining, and preserving executed copies of the
                  Program Documents and other documents or instruments executed
                  by the Trust thereunder or in connection therewith, which
                  shall be maintained separately from those of the
                  Administrator;

          (v)     upon receipt of notice, taking such action as may be
                  reasonably necessary to enforce the performance by the other
                  parties to agreements to which the Trust is a party, and
                  enforce the obligations of those parties to the Trust under
                  such agreements;

          (vi)    upon request, preparing for execution by a Responsible Officer
                  such notices, consents, instructions and other communications
                  that the Trust may from time to time be required or permitted
                  to give under the Program Documents or any other document
                  executed by the Trust;

          (vii)   obtaining services of outside counsel, accountants and other
                  Service Providers on behalf of the Trust;

          (viii)  preparing for execution by a Responsible Officer any
                  instruction for payment of any amounts due and owing by the
                  Trust under the Program Documents to which the Trust is a
                  party or any other document to which the Trust is a party;
                  provided that the foregoing shall not obligate the
                  Administrator to advance any of its own monies for such
                  purpose, it being

                                        5


                  understood that such amounts shall be payable only to the
                  extent assets held in the Trust are available therefor and at
                  such times and in such amounts as shall be permitted by the
                  Program Documents;

          (ix)    preparing for execution by a Responsible Officer any
                  instruction for payment of any amounts due and owing by the
                  Trust to the Indenture Trustee, the Paying Agent, the
                  Registrar and other Service Providers on request for all
                  expenses, disbursements and advances to the extent not paid
                  pursuant to the Support Agreement; PROVIDED that the foregoing
                  shall not obligate the Administrator to advance any of its own
                  monies for such purpose, it being understood that such amounts
                  shall be payable only to the extent assets held in the Trust
                  are available therefor and at such times and in such amounts
                  as shall be permitted by the Program Documents; and

          (x)     taking such other actions as may be incidental or reasonably
                  necessary (A) to the accomplishment of the actions of the
                  Administrator authorized in this subsection (a) or (B) upon
                  receipt of notice from a Responsible Officer directing
                  specifically the Administrator to do so, to the accomplishment
                  of the duties and responsibilities, and compliance with the
                  obligations, of the Trust, under the Program Documents and
                  under any other document to which the Trust is or may be a
                  party to the extent not otherwise performed by the Indenture
                  Trustee, a Paying Agent, the Transfer Agent, the Registrar or
                  the Delaware Trustee, provided that no such duties or
                  responsibilities shall materially enlarge the duties and
                  responsibilities of the Administrator which are set forth
                  specifically in the Administrative Services Agreement;

     (b)  upon the issuance of the Notes, directing the Indenture Trustee to pay
          the expenses of the Trust relating to the Notes to the extent not paid
          under the Support Agreement;

     (c)  performing the administrative services to ensure compliance with all
          of the obligations, representations, covenants and agreements of the
          Trust set forth in the Program Documents;

     (d)  subject to the timely receipt of all necessary information or notices
          from the Delaware Trustee, and based on the advice of counsel, on
          behalf of the Trust, (i) the preparation and filing with the
          Securities and Exchange Commission (the "COMMISSION") and, if
          necessary, executing, in each case solely on behalf of the Trust and
          not in the Administrator's individual capacity such documents, forms,
          certifications and filings as may be required by the Securities Act of
          1933, as amended, the Securities Exchange Act of 1934, as amended, the
          Trust Indenture Act of 1939, as amended, or other securities laws in
          each case relating to the Notes; (ii) the preparation and filing of
          any documents or forms required to be filed by any rules or
          regulations of any securities exchange, including without limitation,
          the New York Stock Exchange, or market quotation dealer system or the
          National Association of Securities Dealers, Inc. in connection with
          the listing

                                        6


          of the Notes thereon; (iii) preparing, filing and executing solely on
          behalf of the Trust and not in the Administrator's individual
          capacity, such filings, applications, reports, surety bonds,
          irrevocable consents, appointments of attorney for service of process
          and other papers and documents as may be necessary or desirable to
          register, or establish the exemption from registration of, the Notes
          under the securities or "Blue Sky" laws of any relevant jurisdictions;
          and (iv) executing and delivering, solely on behalf of the Trust and
          not in the Administrator's individual capacity, letters or documents
          to, or instruments for filing with, a depositary relating to the
          Notes;

     (e)  if the Pricing Supplement relating to the Notes provides for a
          Survivor's Option, taking such actions as may be incidental or
          reasonably necessary to administer the Survivor's Option; and

     (f)  undertaking such other administrative services as may be reasonably
          requested by the Trust or the Delaware Trustee, including (i) causing
          the preparation by the Trust of any prospectus, prospectus supplement,
          pricing supplement, registration statement, amendments, including any
          exhibits and schedules thereto, any reports or other filings or
          documents, or supplement thereto or (ii) securing and maintaining the
          listing of the Notes on any securities exchange or complying with the
          securities or "Blue Sky" laws of any relevant jurisdictions, in
          connection with the performance by the Trust of its obligations under
          the Program Documents or any other document to which the Trust is a
          party or other documents executed thereunder or in connection
          therewith.

     Any of the above services (other than those described in Sections 2.2(c),
2.2(d) and 2.2(e)) may, if the Administrator or the Trust deems it necessary or
desirable, be subcontracted by the Administrator; PROVIDED that notice is given
to the Trust of such subcontract and, notwithstanding such subcontract, the
Administrator shall remain responsible for performance of the services set forth
above unless such services are subcontracted to accountants or legal counsel
selected with due care by the Administrator and reasonably satisfactory to the
Trust and in which case the Administrator shall not remain responsible for the
performance of such services and the Administrator shall not, in any event, be
responsible for the costs, fees or expenses in connection therewith.

                                    ARTICLE 3
                  ACTIVITIES OF THE TRUST; EMPLOYEES; OFFICES.

     SECTION 3.1. ACTIVITIES OF THE TRUST. The Administrator agrees to carry out
and perform the administrative activities of the Trust set forth in Article 2 in
the name and on behalf of the Trust as its agent.

     SECTION 3.2. EMPLOYEES. All services to be furnished by the Administrator
under the Administrative Services Agreement may be furnished by an officer or
employee of the Administrator, an officer or employee of any Affiliate of the
Administrator, or, subject to Article 2, any other person or agent designated or
retained by it; PROVIDED that the Administrator shall remain ultimately
responsible for the provision of such services by an officer or employee of the

                                        7


Administrator or any of its Affiliates or any other person or agent designated
or retained by it, unless selected with due care and reasonably satisfactory to
the Trust in accordance with the last paragraph of Article 2. No director,
officer or employee of the Administrator or any Affiliate of the Administrator
shall receive from the Trust a salary or other compensation.

     SECTION 3.3. OFFICES. The Administrator agrees to provide its own office
space, together with appropriate materials and any necessary support personnel,
for the day to day activities of the Trust set forth in Article 2 to be carried
out and performed by the Administrator, all for the compensation specified in
Article 4. All services to be furnished by the Administrator under the
Administrative Services Agreement shall be performed from the Administrator's
office in North Carolina.

                                    ARTICLE 4
                            COMPENSATION; INDEMNITIES

     SECTION 4.1. COMPENSATION. The Trust agrees to pay the Administrator the
fees set forth in the Administrative Services Agreement (the "ADMINISTRATION
FEE").

     SECTION 4.2. INDEMNITIES. To the fullest extent permitted under applicable
law and subject to limitations imposed by public policy, the Trust agrees to
indemnify the Administrator, and hold the Administrator harmless, from and
against any and all losses, liabilities (including liabilities for penalties),
actions, suits, judgments, demands, damages, out-of-pocket costs and expenses
(including, without limitation, interest and reasonable attorneys fees, but
excluding costs and expenses attributable solely to administrative overhead)
arising out of, in connection with, or resulting from the exercise of the
Administrator's rights and/or the performance of the Administrator's duties, by
the Administrator or its agents and employees, under the Administrative Services
Agreement (collectively, "LOSS AND EXPENSE"); PROVIDED, HOWEVER, that the Trust
shall not be liable to indemnify the Administrator, or hold the Administrator
harmless, from and against any and all Loss and Expense resulting from or
attributable to the negligence, bad faith or willful misconduct of the
Administrator.

                                    ARTICLE 5
                                      TERM

     SECTION 5.1. TERM. The Administrator may terminate the Administrative
Services Agreement upon at least 30 days' written notice to the Trust and
Allstate Life and the Trust may terminate the Administrative Services Agreement
upon at least 30 days' notice to the Administrator (copies of any notice of
termination shall also be sent to the Indenture Trustee). Such termination will
not become effective until (a) the Trust appoints a successor Administrator, (b)
the successor Administrator accepts such appointment, (c) the Administrator has
obtained the prior written confirmation of any Rating Agency that such action
will not result in a reduction or withdrawal of its then current ratings, if
any, of the Program and/or the Notes, as applicable and (d) the Trust has paid
all accrued and unpaid amounts owed to the Administrator under the
Administrative Services Agreement.

                                        8


                                    ARTICLE 6
                        OBLIGATION TO SUPPLY INFORMATION

     SECTION 6.1. OBLIGATION TO SUPPLY INFORMATION. The Delaware Trustee shall
forward to the Administrator such information (which is in the possession of the
Trust) in connection with the Program Documents and the Administrative Services
Agreement as the Administrator may from time to time reasonably request in
connection with the performance of its obligations under the Administrative
Services Agreement. The Administrator will (a) hold and safely maintain all
records, files, Program Documents and other material of the Trust and (b) permit
the Trust, the Delaware Trustee, and each of their respective officers,
directors, agents and consultants on reasonable notice at any time and from time
to time during normal business hours to inspect, audit, check and make abstracts
from the accounts, records, correspondence, documents and other materials of the
Trust, or relating to the provision of services and facilities under the
Administrative Services Agreement.

     SECTION 6.2. RELIANCE ON INFORMATION. The Trust recognizes that the
accuracy and completeness of the records maintained and the information supplied
by the Administrator under the Administrative Services Agreement is dependent
upon the accuracy and completeness of the information obtained by the
Administrator from the parties to the Program Documents and other sources and
the Administrator shall not be responsible for any inaccurate or incomplete
information so obtained or for any inaccurate or incomplete records maintained
by the Administrator under the Administrative Services Agreement that may result
therefrom. The Administrator shall have no duty to investigate the accuracy or
completeness of any information provided to it and shall be entitled to fully
rely on all such information provided to it.

                                    ARTICLE 7
                  LIABILITY OF ADMINISTRATOR; STANDARD OF CARE

     SECTION 7.1. LIABILITY OF ADMINISTRATOR. The Administrator assumes no
liability for anything other than the services rendered by it pursuant to
Articles 2, 3, 6 and 9, and neither the Administrator nor any of its directors,
officers, employees or Affiliates shall be responsible for any action of the
Trust, the Delaware Trustee or the officers or employees thereof taken outside
the scope of Articles 2, 3, 6 and 9 and without direction from the
Administrator. Without limiting the generality of the foregoing, it is agreed
that the Administrator assumes no liability with respect to any of the Trust's
obligations under the Program Documents.

     SECTION 7.2. NO IMPLIED OBLIGATIONS. The Administrator shall not perform,
endeavor to perform or agree to perform any act on behalf of the Trust not
specifically required or permitted under the Program Documents.

     SECTION 7.3. STANDARD OF CARE. The Administrator shall perform its duties
under the Administrative Services Agreement diligently, in conformity with the
Trust's obligations under the Program Documents and applicable laws and
regulations and in accordance with the same standard of care exercised by a
prudent person in connection with the performance of the same or similar duties
and, in no event with less care than the Administrator exercises or would
exercise in connection with the same or similar obligations if those obligations
were the direct obligations of the Administrator.

                                        9


                                    ARTICLE 8
                                LIMITED RECOURSE

     SECTION 8.1. LIMITED RECOURSE TO TRUST. Notwithstanding anything to the
contrary contained in the Administrative Services Agreement, all obligations of
the Trust under the Administrative Services Agreement shall be payable by the
Trust (subject to the lien created by the Indenture on the Collateral held in
the Trust) only on a payment date of the Notes and only to the extent of funds
available therefor under the Indenture and, to the extent such funds are not
available or are insufficient for the payment thereof, shall not constitute a
claim against the Trust to the extent of such unavailability or insufficiency
until such time as the Collateral held in the Trust has produced proceeds
sufficient to pay such prior deficiency. This Section 8.1 shall survive the
termination of the Administrative Services Agreement.

     SECTION 8.2. NO RECOURSE TO TRUSTEES AND AGENTS. The obligations of the
Trust under the Administrative Services Agreement are solely the obligations of
the Trust and no recourse shall be had with respect to the Administrative
Services Agreement or any of the obligations of the Trust under the
Administrative Services Agreement or for the payment of any fee or other amount
payable under the Administrative Services Agreement or for any claim based on,
arising out of or relating to any provision of the Administrative Services
Agreement against any trustee, employee, settlor, Affiliate, agent or servant of
the Trust. This Section 8.2 shall survive the termination of the Administrative
Services Agreement.

                                    ARTICLE 9
                                   TAX MATTERS

     SECTION 9.1. INCOME TAX TREATMENT. The Administrator agrees that for all
United States Federal, state and local income and franchise tax purposes (i) to
treat the Notes as indebtedness of Allstate Life, (ii) Global Funding and the
Trust will be ignored and will not be treated as an association or a publicly
traded partnership taxable as a corporation and (iii) to not take any action
inconsistent with the treatment described in (i) and (ii) unless otherwise
required by law.

                                   ARTICLE 10
                                  MISCELLANEOUS

     SECTION 10.1. AMENDMENTS. No waiver, alteration, modification, amendment or
supplement of the terms of the Administrative Services Agreement shall be
effective unless (a) accomplished by written instrument signed by the parties to
the Administrative Services Agreement and (b) for so long as any Notes remain
outstanding, each of Moody's and S&P has confirmed in writing that such action
will not result in reduction or withdrawal of its then current ratings, if any,
of the Program and/or the Trust's Notes, as applicable. The Trust shall provide
each of Moody's and S&P with a copy of each such waiver, alteration,
modification, amendment or supplement. Notwithstanding anything in this Section
10.1 to the contrary, no waiver, alteration, modification, amendment or
supplement to the terms of the Administrative Services Agreement shall be
effective without the prior written consent of Allstate Life.

                                       10


     SECTION 10.2. NO JOINT VENTURE. Nothing contained in the Administrative
Services Agreement shall constitute the Trust and the Administrator as members
of any partnership, joint venture, association, syndicate or unincorporated
business.

     SECTION 10.3. ASSIGNMENT. Except as set forth in this Section 10.3, and
subject to the rights of the Administrator to subcontract its services under the
Administrative Services Agreement pursuant to Article 2, the Administrative
Services Agreement may not be assigned by either party without (i) the prior
written consent of the other party and Allstate Life and (ii) the prior written
confirmation of each of Moody's and S&P that such action will not result in a
reduction or withdrawal of its then current ratings, if any, of the Program or
the Notes, as applicable. Subject to the foregoing, the Administrative Services
Agreement shall be binding upon and inure to the benefit of the parties to the
Administrative Services Agreement and their respective successors and assigns.
Any party's transfer or assignment of the Administrative Services Agreement in
violation of this Section 10.3 shall be void as to the other party.

     SECTION 10.4. GOVERNING LAW, CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.

     (a)  Pursuant to Section 5-1401 of the General Obligations Law of the State
          of New York, the Administrative Services Agreement shall be governed
          by and construed in accordance with the laws of the State of New York.
          Each party to the Administrative Services Agreement submits to the
          nonexclusive jurisdiction of the United States District Court for the
          Southern District of New York and of any New York State Court sitting
          in New York City for purposes of all legal proceeding arising out of
          or relating to the Administrative Services Agreement or the
          transactions contemplated by the Administrative Services Agreement.
          Each party to the Administrative Services Agreement irrevocably
          waives, to the fullest extent permitted by law, any objection which it
          may have to the laying of the venue of any such proceeding brought in
          such a court and any claim that any such proceeding brought in such a
          court has been brought in an inconvenient forum. Each party to the
          Administrative Services Agreement consents to process being served in
          any suit, action or proceeding with respect to the Administrative
          Services Agreement, or any document delivered pursuant to the
          Administrative Services Agreement by the mailing of a copy thereof by
          registered or certified mail, postage prepaid, return receipt
          requested, to its respective address specified at the time for notices
          under the Administrative Services Agreement or to any other address of
          which it shall have given written notice to the other parties. The
          foregoing shall not limit the ability of any party to the
          Administrative Services Agreement to bring suit in the courts of any
          other jurisdiction.

     (b)  Each of the parties irrevocably waives any and all right to a trial by
          jury with respect to any legal proceeding arising out of or relating
          to the Administrative Services Agreement or any transaction. Each of
          the parties to the Administrative Services Agreement acknowledges that
          such waiver is made with full understanding and knowledge of the
          nature of the rights and benefits waived.

     SECTION 10.5. COUNTERPARTS. The Administrative Services Agreement and any
amendments, modifications, restatements, supplements and/or replacements of the

                                       11


Administrative Services Agreement, or waivers or consents to the Administrative
Services Agreement, may be executed in any number of counterparts, and by
different parties to the Administrative Services Agreement in separate
counterparts, each of which, when so executed and delivered, shall be deemed to
be an original and all of which counterparts, when taken together, shall
constitute one and the same instrument. The Administrative Services Agreement
shall become effective upon the execution of a counterpart by each of the
parties.

     SECTION 10.6. LIMITATION OF DELAWARE TRUSTEE LIABILITY. Notwithstanding any
provision of the Administrative Services Agreement to the contrary, it is
expressly understood and agreed by the parties that (a) the Administrative
Services Agreement is executed and delivered by the Delaware Trustee, not
individually or personally, but solely as trustee, as applicable, in the
exercise of the powers and authority conferred and vested in it, pursuant to the
Trust Agreement, (b) each of the representations, undertakings and agreements in
the Administrative Services Agreement made on the part of the Trust is made and
intended not as personal representations, undertakings and agreements by the
Delaware Trustee but is made and intended for the purpose of binding only the
Trust, (c) nothing contained in the Administrative Services Agreement shall be
construed as creating any liability on the Delaware Trustee, individually or
personally, to perform any covenant either expressed or implied contained in the
Administrative Services Agreement, all such liability, if any, being expressly
waived by the parties to the Administrative Services Agreement and by any person
claiming by, through or under the parties to the Administrative Services
Agreement, and (d) under no circumstances shall the Delaware Trustee be
personally liable for the payment of any indebtedness or expenses of the Trust
or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Trust under the Administrative
Services Agreement or any other related documents.

     SECTION 10.7. NO PETITION. To the extent permitted by applicable law, the
Administrator covenants and agrees that it will not institute against, or join
with any other Person in instituting against, the Trust any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any applicable bankruptcy or similar law. This Section 10.7
shall survive termination of the Administrative Services Agreement.

     SECTION 10.8. SEVERABILITY. If any provision in the Administrative Services
Agreement shall be invalid, illegal or unenforceable, such provisions shall be
deemed severable from the remaining provisions of the Administrative Services
Agreement and shall in no way affect the validity or enforceability of such
other provisions of the Administrative Services Agreement.

     SECTION 10.9. ENTIRE AGREEMENT. The Administrative Services Agreement
constitutes the entire agreement between the parties with respect to matters
covered by the Administrative Services Agreement and supersedes all prior
agreements and understandings with respect to such matters between the parties
whether written or oral.

     SECTION 10.10. ADMINISTRATOR TO PROVIDE ACCESS TO BOOKS AND RECORDS. The
Administrator shall provide the Indenture Trustee with access to the books and
records of the Trust, without charge, but only (a) upon the reasonable request
of the Indenture Trustee (for which purpose one Business Day shall be deemed
reasonable during the occurrence and continuation of a Default or an Event of
Default), (b) during normal business hours, (c) subject to

                                       12


the Administrator's normal security and confidentiality procedures and (d) at
offices designated by the Administrator.

     SECTION 10.11. NO WAIVER. No failure on the part of the parties to the
Administrative Services Agreement to exercise, and no delay in exercising, and
no course of dealing with respect to, any right, power or privilege under the
Administrative Services Agreement shall operate as a waiver thereof, nor shall
any single or partial exercise thereof or the exercise of any other right, power
or privilege operate as such a waiver.

     SECTION 10.12. REMEDIES CUMULATIVE. No right, power or remedy of the
parties under the Administrative Services Agreement shall be exclusive of any
other right, power or remedy, but shall be cumulative and in addition to any
other right, power or remedy thereunder or existing by law or in equity.

     SECTION 10.13. NOTICES. All notices, demands, instructions and other
communications required or permitted to be given to or made upon either party to
the Administrative Services Agreement shall be in writing (including by
facsimile transmission) and shall be personally delivered or sent by guaranteed
overnight delivery or by facsimile transmission (to be followed by personal or
guaranteed overnight delivery) and shall be deemed to be given for purposes of
the Administrative Services Agreement on the day that such writing is received
by the intended recipient thereof in accordance with the provisions of this
Section. Unless otherwise specified in a notice sent or delivered in accordance
with the foregoing provisions of this Section, notices, demands, instructions
and other communications in writing shall be given to or made upon the
respective parties thereto at their respective addresses (or their respective
telecopy numbers) indicated below:

          If to the Trust:

          c/o Wilmington Trust Company
          Rodney Square North
          1100 North Market Street
          Wilmington, DE 19890
          Attention: Corporate Trust Administration
          Facsimile: (302) 636-4140

          If to the Administrator:

          AMACAR Pacific Corp.
          6525 Morrison Blvd., Suite 318
          Charlotte, North Carolina 28211
          Attention: Douglas K. Johnson
          Facsimile: (704) 365-1632

                                       13




                                                                   Exhibit 10.12

================================================================================

                            NAME LICENSING AGREEMENT

                                     BETWEEN

                           ALLSTATE INSURANCE COMPANY

                                       AND

                          ALLSTATE LIFE GLOBAL FUNDING

                               DATED AS OF -, 2003

================================================================================



                                TABLE OF CONTENTS




                                                                            PAGE
                                                                          
ARTICLE 1 DEFINITIONS .........................................................1

 SECTION 1.1.   DEFINITIONS ...................................................1
 SECTION 1.2.   OTHER DEFINITIONAL PROVISIONS .................................2

ARTICLE 2 GRANT OF LICENSE; INDEPENDENT CONTRACTORS ...........................2

 SECTION 2.1.   GRANT OF LICENSE ..............................................2
 SECTION 2.2.   INDEPENDENT CONTRACTORS .......................................2

ARTICLE 3 AGREEMENTS AND ACKNOWLEDGEMENTS OF LICENSEE .........................2

 SECTION 3.1.   AGREEMENTS AND ACKNOWLEDGEMENTS OF LICENSEE ...................2

ARTICLE 4 INFRINGEMENT PROCEEDINGS ............................................4

 SECTION 4.1.   NOTIFICATION OF UNAUTHORIZED USE ..............................4
 SECTION 4.2.   PAYMENTS FOR DAMAGES ..........................................4

ARTICLE 5 TERM AND TERMINATION ................................................4

 SECTION 5.1.   TERM ..........................................................4
 SECTION 5.2.   AUTOMATIC TERMINATION .........................................4
 SECTION 5.3.   IMMEDIATE TERMINATION .........................................5
 SECTION 5.4.   TERMINATION ON NOTICE .........................................5

ARTICLE 6 EFFECT OF TERMINATION ...............................................5

 SECTION 6.1.   CHANGE OF LICENSEE MARKS ......................................5
 SECTION 6.2.   LICENSEE COOPERATION ..........................................5
 SECTION 6.3.   RIGHTS IN LICENSED MARKS ......................................5

ARTICLE 7 MISCELLANEOUS .......................................................5

 SECTION 7.1.   ENFORCEMENT ...................................................5
 SECTION 7.2.   SEVERABILITY ..................................................5
 SECTION 7.3.   ENTIRE AGREEMENT ..............................................6
 SECTION 7.4.   AMENDMENT OF NAME LICENSING AGREEMENT .........................6
 SECTION 7.5.   GOVERNING LAW .................................................6
 SECTION 7.6.   CONSENT TO JURISDICTION .......................................6
 SECTION 7.7.   WAIVER OF JURY TRIAL ..........................................6

                                        i


 SECTION 7.8.   NO WAIVER                                                      6
 SECTION 7.9.   REMEDIES CUMULATIVE                                            6
 SECTION 7.10.  NOTICES                                                        7
 SECTION 7.11.  COUNTERPARTS                                                   7
 SECTION 7.12   LIMITATION OF DELAWARE TRUSTEE LIABILITY

 APPENDIX A     LICENSED MARKS                                               A-1



                                       ii


     THIS NAME LICENSING AGREEMENT dated as of -, 2003 (this "NAME LICENSING
AGREEMENT"), is entered into between Allstate Insurance Company ("LICENSOR"), an
Illinois stock insurance company, and Allstate Life Global Funding ("LICENSEE"),
a statutory trust organized under the laws of the State of Delaware.

     WHEREAS, Licensor is the owner of the Licensed Marks (as defined below);

     WHEREAS, Licensee desires to use the Licensed Marks and use Allstate as
part of its company name; and

     WHEREAS, Licensor and Licensee wish to formalize the agreement between them
regarding Licensee's use of the Licensed Marks;

     NOW, THEREFORE, in consideration of the mutual promises set forth in this
Name Licensing Agreement and other good and valuable consideration, the
sufficiency and receipt of which is hereby acknowledged, the parties agree as
follows:

                                    ARTICLE 1
                                   DEFINITIONS

     SECTION 1.1. DEFINITIONS. The following terms, as used herein, have the
following meanings:

     "AMENDED AND RESTATED TRUST AGREEMENT" means that certain Amended and
Restated Trust Agreement dated as of - , 2003, pursuant to which Licensee is
created, as the same may be amended, restated, modified, supplemented or
replaced from time to time.

     "LICENSED MARKS" shall include all marks listed on Appendix A attached
hereto as the same may be amended, restated, modified, supplemented or replaced
from time to time.

     "LICENSED SERVICES" means the activities necessary to accomplish all
purposes of Licensee as set forth in the Amended and Restated Trust Agreement.

     "LICENSEE" means Allstate Life Global Funding, a statutory trust organized
under the laws of the State of Delaware.

     "LICENSOR" means Allstate Insurance Company, an Illinois stock insurance
company, and its successors.

     "PERSON" means any natural person, corporation, limited partnership,
general partnership, joint stock company, limited liability company, joint
venture, association, company, trust (including any beneficiary thereof), bank,
trust company, land trust, business trust or other organization, whether or not
a legal entity, and governments and agencies and political subdivisions thereof.

     "TERRITORY" shall mean worldwide.

                                        1


     SECTION 1.2. OTHER DEFINITIONAL PROVISIONS. For all purposes of this Name
Licensing Agreement except as otherwise expressly provided or unless the context
otherwise requires:

     (a)  the terms defined in this Article shall have the meanings ascribed to
          them in this Article and shall include the plural as well as the
          singular;

     (b)  the words "include", "includes" and "including" shall be construed to
          be followed by the words "without limitation";

     (c)  Article and Section headings are for the convenience of the reader and
          shall not be considered in interpreting this Name Licensing Agreement
          or the intent of the parties to this Name Licensing Agreement;

     (d)  the words "herein", "hereof" and "hereunder" and other words of
          similar import refer to this Name Licensing Agreement as a whole and
          not to any particular Article, Section, Appendix or other subdivision;
          and

     (e)  references herein to Articles, Sections and Appendices shall, unless
          otherwise specified, refer respectively to Articles, Sections and
          Appendices hereof.

                                    ARTICLE 2
                    GRANT OF LICENSE; INDEPENDENT CONTRACTORS

     SECTION 2.1. GRANT OF LICENSE. Licensor hereby grants to Licensee for the
term of this Name Licensing Agreement a nonexclusive, nontransferable right and
license to use the Licensed Marks for the Licensed Services within the
Territory. Licensor is not representing that it has rights with respect to
Licensed Marks or the Licensed Marks in every jurisdiction within the Territory.

     SECTION 2.2. INDEPENDENT CONTRACTORS. Licensor and Licensee are independent
contractors and are not, and shall not, represent themselves as principal and
agent, partners or joint venturers.

                                    ARTICLE 3
                   AGREEMENTS AND ACKNOWLEDGEMENTS OF LICENSEE

     SECTION 3.1. AGREEMENTS AND ACKNOWLEDGEMENTS OF LICENSEE. Licensee
acknowledges and agrees that:

     (a)  Licensor is the sole owner of the Licensed Marks;

     (b)  Licensee shall do nothing inconsistent with the ownership of the
          Licensed Marks by Licensor;

     (c)  all use of the Licensed Marks by Licensee shall inure only to the
          benefit of and be on behalf of Licensor;

                                        2


     (d)  Licensee shall assist Licensor in executing any additional documents
          that may be necessary or desirable to effect the protection of
          Licensor's interests in Licensed Marks, including, but not limited to,
          the execution of any and all documents required by governmental
          agencies in order to register or maintain trademark and service mark
          registrations; in addition, Licensee shall not oppose Licensor's
          registration of the Licensed Marks nor take action that jeopardizes
          Licensor's rights in Licensed Marks;

     (e)  nothing in this Name Licensing Agreement shall give Licensee any
          right, title or interest in Licensed Marks other than the license
          granted in this Name Licensing Agreement;

     (f)  Licensee shall not attack or challenge in any way Licensor's rights in
          and to Licensed Marks or the validity or enforceability of this Name
          Licensing Agreement;

     (g)  Licensee shall not assign any of the rights granted under this Name
          Licensing Agreement without the prior express written consent of
          Licensor;

     (h)  Licensee shall not grant to any Person a right and license to use the
          Licensed Marks without the prior express written consent of Licensor;

     (i)  Licensee shall not use any Licensor's Mark not covered by this Name
          Licensing Agreement which is the property or is claimed as the
          property of Licensor or Licensor's subsidiaries or affiliates, except
          with the prior express written consent of Licensor;

     (j)  Licensee shall comply with all applicable law, rules and regulations
          pertaining to its business;

     (k)  Licensor has the sole and exclusive right to control the appearance of
          the Licensed Marks, including the quality of the mark in the Licensed
          Marks;

     (l)  the nature and quality of the business conducted by Licensee under the
          Licensed Marks, and all related advertising, promotional and other
          uses of Licensed Marks by Licensee shall conform to standards set by
          and under the control of Licensor and communicated to Licensee from
          time to time;

     (m)  except as otherwise agreed in writing by Licensor from time to time,
          Licensee shall submit to - of Licensor for Licensor's prior approval
          representative samples of all proposed materials bearing the Licensed
          Marks, to the extent that such materials are not contained in the
          Registration Statement on Form S-3 (File No. 333--), as amended and
          the exhibits thereto;

     (n)  Licensor shall have the right to inspect, upon reasonable notice, the
          business facilities of Licensee and to request submission of written
          materials at any time during the term of this Name Licensing Agreement
          so that Licensor may

                                        3


          satisfy itself that quality standards are being appropriately complied
          with and will immediately modify or discontinue any use of Licensed
          Marks that Licensor deems not to be in compliance with its quality
          standards;

     (o)  the standards of conduct of Licensee's business shall be equivalent to
          the high standards of quality and ethics characteristic of the
          businesses conducted by Licensor;

     (p)  the value and goodwill of the Licensed Marks accrues solely to
          Licensor; and

     (q)  Licensee will not act or use Licensed Marks in any manner which may,
          in Licensor's judgment, be in bad taste, be inconsistent with
          Licensor's public image or which may in any way disparage Licensor or
          its reputation including, but not limited to, types and placement of
          advertising, or take any action which will harm or jeopardize the
          Licensed Marks or Licensor's ownership thereof.

                                    ARTICLE 4
                            INFRINGEMENT PROCEEDINGS

     SECTION 4.1. NOTIFICATION OF UNAUTHORIZED USE. Licensee agrees to promptly
notify Licensor of any unauthorized use of any of Licensed Marks as such
unauthorized use comes to Licensee's attention. Licensor shall have the sole
right and discretion to take any action relating to Licensed Marks; PROVIDED,
that Licensee agrees to cooperate fully, should Licensor decide to take any such
action.

     SECTION 4.2. PAYMENTS FOR DAMAGES. If infringement proceedings result in an
award of damages or the payment of any sums to Licensor, any such damages or
payments shall belong solely to Licensor.

                                    ARTICLE 5
                              TERM AND TERMINATION

     SECTION 5.1. TERM. This Name Licensing Agreement shall continue in force
and effect for so long as Licensee continues to exist in accordance with the
terms of the Amended and Restated Trust Agreement, unless it is sooner
terminated as provided for in this Name Licensing Agreement.

     SECTION 5.2. AUTOMATIC TERMINATION. This Name Licensing Agreement shall
automatically terminate upon the happening of any of the following events:

     (a)  Licensee is ordered or adjudged bankrupt, is placed under the
          supervision of a receiver, or enters into any scheme or composition
          with creditors to make an assignment for the benefit of creditors;

     (b)  any assets of Licensee are seized or attached in conjunction with any
          action against Licensee by a third party; or

                                        4


     (c)  any of the assets of Licensee are seized or appropriated by any
          governmental authority, whether or not compensation for such action is
          offered to Licensee.

     SECTION 5.3. IMMEDIATE TERMINATION. Licensor shall have the right, but not
the obligation, to immediately terminate this Name Licensing Agreement and all
rights granted under this Name Licensing Agreement in the event that Licensee
(a) ceases to conduct business as a statutory trust, (b) breaches any of its
representations, agreements, covenants and undertakings in this Name Licensing
Agreement, (c) fails to comply with laws, rules and regulations applicable to it
or the conduct of its business to the complete satisfaction of Licensor, (d)
acts in a manner that impugns Licensor's reputation or (e) uses the Licensed
Marks in a manner that is inconsistent with or beyond the scope of the license
granted herein.

     SECTION 5.4. TERMINATION ON NOTICE. Licensor may terminate this Name
Licensing Agreement without cause upon the provision of ten days' prior written
notice to Licensee.

                                    ARTICLE 6
                              EFFECT OF TERMINATION

     SECTION 6.1. CHANGE OF LICENSEE MARKS. Upon termination of this Name
Licensing Agreement, Licensee agrees to immediately change Licensee's name as to
not include any Licensed Marks, and to discontinue and not to use in the future
any of the Licensed Marks, any trade name incorporating any of the Licensed
Marks, or any terms confusingly similar to any of Licensed Marks.

     SECTION 6.2. LICENSEE COOPERATION. Upon termination of this Name Licensing
Agreement, Licensee agrees to cooperate fully with Licensor to amend or cancel
any governmental recordations or approvals pertaining to any tradenames,
trademarks or servicemarks which consist of or include any of Licensed Marks.

     SECTION 6.3. RIGHTS IN LICENSED MARKS. Upon termination of this Name
Licensing Agreement, any and all rights in the Licensed Marks heretofor granted
to Licensee and the goodwill connected therewith shall remain the property of
Licensor.

                                    ARTICLE 7
                                  MISCELLANEOUS

     SECTION 7.1. ENFORCEMENT. The parties agree that any breaches of this Name
Licensing Agreement shall cause irreparable injury to the nonbreaching party and
that an injunction shall be an appropriate remedy.

     SECTION 7.2. SEVERABILITY. In the event any provision of, or obligation
under, this Name Licensing Agreement shall be invalid, illegal or unenforceable,
in any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby to the
fullest extent permitted under applicable law.

                                        5


     SECTION 7.3. ENTIRE AGREEMENT. This Name Licensing Agreement constitutes
the entire agreement between the parties hereto relating to the subject matter
of this Name Licensing Agreement, and supersedes all previous agreements between
the parties, whether written or oral.

     SECTION 7.4. AMENDMENT OF NAME LICENSING AGREEMENT. Any amendments,
modifications, restatements, supplements or replacements of this Name Licensing
Agreement, or waivers or consents to this Name Licensing Agreement, shall be in
writing signed by the parties.

     SECTION 7.5. GOVERNING LAW. This Name Licensing Agreement shall be governed
by, and construed in accordance with, the laws of the State of Illinois, without
regard to its choice of law principles.

     SECTION 7.6. CONSENT TO JURISDICTION. Each party to this Name Licensing
Agreement submits to the nonexclusive jurisdiction of the United States Federal
court located in Cook County, Illinois, for purposes of any legal proceeding
arising out of or relating to this Name Licensing Agreement or the transactions
contemplated by this Name Licensing Agreement. Each party to this Name Licensing
Agreement irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum. Each party to
this Name Licensing Agreement consents to process being served in any suit,
action or proceeding with respect to this Name Licensing Agreement, or any
document delivered pursuant to this Name Licensing Agreement by the mailing of a
copy thereof by registered or certified mail, postage prepaid, return receipt
requested, to its respective address specified at the time for notices under
this Name Licensing Agreement or to any other address of which it shall have
given written notice to the other party. The foregoing shall not limit the
ability of any party to this Name Licensing Agreement to bring suit in the
courts of any other jurisdiction.

     SECTION 7.7. WAIVER OF JURY TRIAL. Each of the parties to this Name
Licensing Agreement irrevocably waives any and all right to a trial by jury with
respect to any legal proceeding arising out of or relating to this Name
Licensing Agreement or any claims or transactions in connection with this Name
Licensing Agreement. Each of the parties to this Name Licensing Agreement hereby
acknowledges that such waiver is made with full understanding and knowledge of
the nature of the rights and benefits waived hereby.

     SECTION 7.8. NO WAIVER. No failure on the part of Licensor to exercise, and
no delay in exercising, and no course of dealing with respect to, any right,
power or privilege under this Name Licensing Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise thereof or the exercise of any
other right, power or privilege operate as such a waiver.

     SECTION 7.9. REMEDIES CUMULATIVE. No right, power or remedy of Licensor
under this Name Licensing Agreement shall be exclusive of any other right, power
or remedy, but

                                        6


shall be cumulative and in addition to any other right, power or remedy
thereunder or existing by law or in equity.

     SECTION 7.10.       NOTICES. All notices, demands, or other communications
required or permitted to be given under this Name Licensing Agreement shall be
given in writing by delivering the same against receipt thereof by facsimile
transmission (confirmed by registered or certified mail, postage prepaid, return
receipt requested), or by registered or certified mail, postage prepaid, return
receipt requested, addressed as follows (and if so given, shall be deemed given
when mailed or upon receipt of a confirmation, if sent by facsimile):

     If to Licensor:     Allstate Insurance Company
                         3100 Sanders Road
                         Northbrook, Illinois 60062
                         Attention: -
                         Facsimile: -

     If to Licensee:     Allstate Life Global Funding
                         c/o AMACAR Pacific Corp.
                         6525 Morrison Boulevard, Suite 318
                         Charlotte, North Carolina 28211
                         Attention: President
                         Facsimile: (704) 365-1362

or at such other address as shall be designated by any party in a written notice
to the other party.

SECTION 7.11.            COUNTERPARTS. This Name Licensing Agreement and any
amendments, modifications, restatements, supplements and/or replacements of this
Name Licensing Agreement, or waivers or consents to this Name Licensing
Agreement, may be executed in any number of counterparts, and by different
parties to this Name Licensing Agreement in separate counterparts, each of
which, when so executed and delivered, shall be deemed to be an original and all
of which counterparts, when taken together shall constitute one and the
same instrument. This Name Licensing Agreement shall become effective upon the
execution of a counterpart by each of the parties.

SECTION 7.12             LIMITATION OF DELAWARE TRUSTEE LIABILITY.
Notwithstanding any provision of this Name Licensing Agreement to the
contrary, it is expressly understood and agreed by the parties that (a) this
Name Licensing Agreement is executed and delivered by Wilmington Trust
Company (The "Delaware Trustee") not individually or personally, but solely
as trustee, as applicable, in the exercise of the powers and authority
conferred and vested in it, pursuant to the Amended and Restated Trust
Agreement for the Licensee, (b) each of the representations, undertakings
and agreements in this Name Licensing Agreement made on the part of the
Licensee is made and intended not as personal representations, undertakings and
agreements by the Delaware Trustee but is made and intended for the purpose of
binding only the Licensee, (c) nothing contained in this Name Licensing
Agreement shall be construed as creating any liability on the Delaware Trustee,
 individually or personally, to perform any covenant either expressed or implied
 contained in this Name Licensing Agreement, all such liability, if any, being
expressly waived by the parties to this Name Licensing Agreement and by any
person claiming by, through or under the parties to this Name Licensing
Agreement, and (d) under no circumstances shall the Delaware Trustee be
personally liable for the payment of any indebtedness or expenses of the
Licensee or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Licensee under
this Name Licensing Agreement of any other related documents.

                                        7


IN WITNESS WHEREOF, the parties have caused this Name Licensing Agreement to be
executed by duly authorized representatives on the date first written above.

                                 ALLSTATE INSURANCE COMPANY


                                 By: -------------------------------------------
                                     Name:
                                     Title:


                                 ALLSTATE LIFE GLOBAL FUNDING


                                 By: Wilmington Trust Company, not in its
                                     individual capacity, but solely as Delaware
                                     Trustee


                                 By: -------------------------------------------
                                     Name:
                                     Title:



                                   APPENDIX A
                                 LICENSED MARKS

- -  Allstate

- -  Allstate Life

- -  [ALLSTATE(SM) LOGO]

                                       A-1




                                                                   Exhibit 10.14

================================================================================

                     STANDARD NAME LICENSING AGREEMENT TERMS


                                 WITH RESPECT TO



                       ALLSTATE LIFE GLOBAL FUNDING TRUSTS


                               DATED AS OF -, 2003

================================================================================



                                TABLE OF CONTENTS




                                                                            PAGE
                                                                          
ARTICLE 1 DEFINITIONS .........................................................1

 SECTION 1.1.   DEFINITIONS ...................................................1
 SECTION 1.2.   OTHER DEFINITIONAL PROVISIONS .................................2

ARTICLE 2 GRANT OF LICENSE; INDEPENDENT CONTRACTORS ...........................2

 SECTION 2.1.   GRANT OF LICENSE ..............................................2
 SECTION 2.2.   INDEPENDENT CONTRACTORS .......................................2

ARTICLE 3 AGREEMENTS AND ACKNOWLEDGEMENTS OF LICENSEE .........................2

 SECTION 3.1.   AGREEMENTS AND ACKNOWLEDGEMENTS OF LICENSEE ...................2

ARTICLE 4 INFRINGEMENT PROCEEDINGS ............................................4

 SECTION 4.1.   NOTIFICATION OF UNAUTHORIZED USE ..............................4
 SECTION 4.2.   PAYMENTS FOR DAMAGES ..........................................4

ARTICLE 5 TERM AND TERMINATION ................................................4

 SECTION 5.1.   TERM ..........................................................4
 SECTION 5.2.   AUTOMATIC TERMINATION .........................................5
 SECTION 5.3.   IMMEDIATE TERMINATION .........................................5
 SECTION 5.4.   TERMINATION ON NOTICE .........................................5

ARTICLE 6 EFFECT OF TERMINATION ...............................................5

 SECTION 6.1.   CHANGE OF LICENSEE MARKS ......................................5
 SECTION 6.2.   LICENSEE COOPERATION ..........................................5
 SECTION 6.3.   RIGHTS IN LICENSED MARKS ......................................5

ARTICLE 7 MISCELLANEOUS .......................................................6

 SECTION 7.1.   ENFORCEMENT ...................................................6
 SECTION 7.2.   SEVERABILITY ..................................................6
 SECTION 7.3.   ENTIRE AGREEMENT ..............................................6
 SECTION 7.4.   AMENDMENT OF NAME LICENSING AGREEMENT .........................6
 SECTION 7.5.   GOVERNING LAW .................................................6
 SECTION 7.6.   CONSENT TO JURISDICTION .......................................6
 SECTION 7.7.   WAIVER OF JURY TRIAL ..........................................6

                                        i


 SECTION 7.8.   NO WAIVER .....................................................7
 SECTION 7.9.   REMEDIES CUMULATIVE ...........................................7
 SECTION 7.10.  NOTICES .......................................................7
 SECTION 7.11.  COUNTERPARTS ..................................................7

 APPENDIX A     LICENSED MARKS ..............................................A-1



                                       ii


     This document constitutes the Standard Name Licensing Agreement Terms,
dated as of -, 2003, which will be incorporated by reference in the Name
Licensing Agreement (as defined below) between Allstate Insurance Company (the
"Licensor") and the Trust (as defined below) (the "Licensee").

     These Standard Name Licensing Agreement Terms shall be of no force and
effect unless and until incorporated by reference in, and then only to the
extent not modified by, the Name Licensing Agreement.

     The following terms and provisions shall govern the use of the Licensor's
Licensed Marks (as defined below) by the Licensee, subject to contrary terms and
provisions expressly adopted in the Name Licensing Agreement, which contrary
terms shall be controlling.

                                    ARTICLE 1
                                   DEFINITIONS

     SECTION 1.1. DEFINITIONS. The following terms, as used herein, have the
following meanings:

     "LICENSED MARKS" shall include all marks listed on Appendix A attached
hereto as the same may be amended, restated, modified, supplemented or replaced
from time to time.

     "LICENSED SERVICES" means the activities necessary to accomplish all
purposes of the Trust as set forth in the Trust Agreement.

     "LICENSEE" means the Trust.

     "LICENSOR" means Allstate Insurance Company, an Illinois stock insurance
company, and its successors.

     "NAME LICENSING AGREEMENT" means that certain Name Licensing Agreement
included in Section - of the Series Instrument, between Licensor and Licensee,
as the same may be amended, restated, modified, supplemented or replaced from
time to time.

     "PERSON" means any natural person, corporation, limited partnership,
general partnership, joint stock company, limited liability company, joint
venture, association, company, trust (including any beneficiary thereof), bank,
trust company, land trust, business trust or other organization, whether or not
a legal entity, and governments and agencies and political subdivisions thereof.

     "PROGRAM DOCUMENTS" has the meaning set forth in the Trust Agreement.

     "SERIES INSTRUMENT" means the series instrument pursuant to which certain
Program Documents are executed and the Trust is established.

     "TERRITORY" shall mean worldwide.

                                        1


     "TRUST" means the Allstate Life Global Funding Trust specified in the
Series Instrument, together with its permitted successors and assigns.

     "TRUST AGREEMENT" means that certain trust agreement included in Section -
of the Series Instrument, between AMACAR Pacific Corp., as Administrator and
Wilmington Trust Company, as the Delaware Trustee, as the same may be amended,
restated, modified, supplemented or replaced from time to time.

     SECTION 1.2. OTHER DEFINITIONAL PROVISIONS. For all purposes of the Name
Licensing Agreement except as otherwise expressly provided or unless the context
otherwise requires:

     (a)  the terms defined in this Article shall have the meanings ascribed to
          them in this Article and shall include the plural as well as the
          singular;

     (b)  the words "include", "includes" and "including" shall be construed to
          be followed by the words "without limitation";

     (c)  Article and Section headings are for the convenience of the reader and
          shall not be considered in interpreting the Name Licensing Agreement
          or the intent of the parties to the Name Licensing Agreement;

     (d)  the words "herein", "hereof" and "hereunder" and other words of
          similar import refer to the Name Licensing Agreement as a whole and
          not to any particular Article, Section, Appendix or other subdivision;
          and

     (e)  references herein to Articles, Sections and Appendices shall, unless
          otherwise specified, refer respectively to Articles, Sections and
          Appendices hereof.

                                    ARTICLE 2
                    GRANT OF LICENSE; INDEPENDENT CONTRACTORS

     SECTION 2.1. GRANT OF LICENSE. Licensor hereby grants to Licensee for the
term of the Name Licensing Agreement a nonexclusive, nontransferable right and
license to use the Licensed Marks for the Licensed Services within the
Territory. Licensor is not representing that it has rights with respect to
Licensed Marks or the Licensed Marks in every jurisdiction within the Territory.

     SECTION 2.2. INDEPENDENT CONTRACTORS. Licensor and Licensee are independent
contractors and are not, and shall not, represent themselves as principal and
agent, partners or joint venturers.

                                    ARTICLE 3
                   AGREEMENTS AND ACKNOWLEDGEMENTS OF LICENSEE

     SECTION 3.1. AGREEMENTS AND ACKNOWLEDGEMENTS OF LICENSEE. Licensee
acknowledges and agrees that:

                                        2


     (a)  Licensor is the sole owner of the Licensed Marks;

     (b)  Licensee shall do nothing inconsistent with the ownership of the
          Licensed Marks by Licensor;

     (c)  all use of the Licensed Marks by Licensee shall inure only to the
          benefit of and be on behalf of Licensor;

     (d)  Licensee shall assist Licensor in executing any additional documents
          that may be necessary or desirable to effect the protection of
          Licensor's interests in Licensed Marks, including, but not limited to,
          the execution of any and all documents required by governmental
          agencies in order to register or maintain trademark and service mark
          registrations; in addition, Licensee shall not oppose Licensor's
          registration of the Licensed Marks nor take action that jeopardizes
          Licensor's rights in Licensed Marks;

     (e)  nothing in the Name Licensing Agreement shall give Licensee any right,
          title or interest in Licensed Marks other than the license granted in
          the Name Licensing Agreement;

     (f)  Licensee shall not attack or challenge in any way Licensor's rights in
          and to Licensed Marks or the validity or enforceability of the Name
          Licensing Agreement;

     (g)  Licensee shall not assign any of the rights granted under the Name
          Licensing Agreement without the prior express written consent of
          Licensor;

     (h)  Licensee shall not grant to any Person a right and license to use the
          Licensed Marks without the prior express written consent of Licensor;

     (i)  Licensee shall not use any Licensor's Mark not covered by the Name
          Licensing Agreement which is the property or is claimed as the
          property of Licensor or Licensor's subsidiaries or affiliates, except
          with the prior express written consent of Licensor;

     (j)  Licensee shall comply with all applicable law, rules and regulations
          pertaining to its business;

     (k)  Licensor has the sole and exclusive right to control the appearance of
          the Licensed Marks, including the quality of the mark in the Licensed
          Marks;

     (l)  the nature and quality of the business conducted by Licensee under the
          Licensed Marks, and all related advertising, promotional and other
          uses of Licensed Marks by Licensee shall conform to standards set by
          and under the control of Licensor and communicated to Licensee from
          time to time;

                                        3


     (m)  except as otherwise agreed in writing by Licensor from time to time,
          Licensee shall submit to - of Licensor for Licensor's prior approval
          representative samples of all proposed materials bearing the Licensed
          Marks, to the extent that such materials are not contained in the
          Registration Statement on Form S-3 (File No. 333--), as amended and
          exhibits thereto;

     (n)  Licensor shall have the right to inspect, upon reasonable notice, the
          business facilities of Licensee and to request submission of written
          materials at any time during the term of the Name Licensing Agreement
          so that Licensor may satisfy itself that quality standards are being
          appropriately complied with and will immediately modify or discontinue
          any use of Licensed Marks that Licensor deems not to be in compliance
          with its quality standards;

     (o)  the standards of conduct of Licensee's business shall be equivalent to
          the high standards of quality and ethics characteristic of the
          businesses conducted by Licensor;

     (p)  the value and goodwill of the Licensed Marks accrues solely to
          Licensor; and

     (q)  Licensee will not act or use Licensed Marks in any manner which may,
          in Licensor's judgment, be in bad taste, be inconsistent with
          Licensor's public image or which may in any way disparage Licensor or
          its reputation including, but not limited to, types and placement of
          advertising, or take any action which will harm or jeopardize the
          Licensed Marks or Licensor's ownership thereof.

                                    ARTICLE 4
                            INFRINGEMENT PROCEEDINGS

     SECTION 4.1. NOTIFICATION OF UNAUTHORIZED USE. Licensee agrees to promptly
notify Licensor of any unauthorized use of any of Licensed Marks as such
unauthorized use comes to Licensee's attention. Licensor shall have the sole
right and discretion to take any action relating to Licensed Marks; PROVIDED,
that Licensee agrees to cooperate fully, should Licensor decide to take any such
action.

     SECTION 4.2. PAYMENTS FOR DAMAGES. If infringement proceedings result in an
award of damages or the payment of any sums to Licensor, any such damages or
payments shall belong solely to Licensor.

                                    ARTICLE 5
                              TERM AND TERMINATION

     SECTION 5.1. TERM. The Name Licensing Agreement shall continue in force and
effect for so long as Licensee continues to exist in accordance with the terms
of the Trust Agreement, unless it is sooner terminated as provided for in the
Name Licensing Agreement.

                                        4


     SECTION 5.2. AUTOMATIC TERMINATION. The Name Licensing Agreement shall
automatically terminate upon the happening of any of the following events:

     (a)  Licensee is ordered or adjudged bankrupt, is placed under the
          supervision of a receiver, or enters into any scheme or composition
          with creditors to make an assignment for the benefit of creditors;

     (b)  any assets of Licensee are seized or attached in conjunction with any
          action against Licensee by a third party; or

     (c)  any of the assets of Licensee are seized or appropriated by any
          governmental authority, whether or not compensation for such action is
          offered to Licensee.

     SECTION 5.3. IMMEDIATE TERMINATION. Licensor shall have the right, but not
the obligation, to immediately terminate the Name Licensing Agreement and all
rights granted under the Name Licensing Agreement in the event that Licensee (a)
ceases to conduct business as a statutory trust, (b) breaches any of its
representations, agreements, covenants and undertakings in the Name Licensing
Agreement, (c) fails to comply with laws, rules and regulations applicable to it
or the conduct of its business to the complete satisfaction of Licensor, (d)
acts in a manner that impugns Licensor's reputation or (e) uses the Licensed
Marks in a manner that is inconsistent with or beyond the scope of the license
granted herein.

     SECTION 5.4. TERMINATION ON NOTICE. Licensor may terminate the Name
Licensing Agreement without cause upon the provision of ten days' prior written
notice to Licensee.

                                    ARTICLE 6
                              EFFECT OF TERMINATION

     SECTION 6.1. CHANGE OF LICENSEE MARKS. Upon termination of the Name
Licensing Agreement, Licensee agrees to immediately change Licensee's name as to
not include any Licensed Marks, and to discontinue and not to use in the future
any of the Licensed Marks, any trade name incorporating any of the Licensed
Marks, or any terms confusingly similar to any of Licensed Marks.

     SECTION 6.2. LICENSEE COOPERATION. Upon termination of the Name Licensing
Agreement, Licensee agrees to cooperate fully with Licensor to amend or cancel
any governmental recordations or approvals pertaining to any tradenames,
trademarks or servicemarks which consist of or include any of Licensed Marks.

     SECTION 6.3. RIGHTS IN LICENSED MARKS. Upon termination of the Name
Licensing Agreement, any and all rights in the Licensed Marks heretofor granted
to Licensee and the goodwill connected therewith shall remain the property of
Licensor.

                                        5


                                    ARTICLE 7
                                  MISCELLANEOUS

     SECTION 7.1. ENFORCEMENT. The parties agree that any breaches of the Name
Licensing Agreement shall cause irreparable injury to the nonbreaching party and
that an injunction shall be an appropriate remedy.

     SECTION 7.2. SEVERABILITY. In the event any provision of, or obligation
under, the Name Licensing Agreement shall be invalid, illegal or unenforceable,
in any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby to the
fullest extent permitted under applicable law.

     SECTION 7.3. ENTIRE AGREEMENT. The Name Licensing Agreement constitutes the
entire agreement between the parties hereto relating to the subject matter of
the Name Licensing Agreement, and supersedes all previous agreements between the
parties, whether written or oral.

     SECTION 7.4. AMENDMENT OF NAME LICENSING AGREEMENT. Any amendments,
modifications, restatements, supplements or replacements of the Name Licensing
Agreement, or waivers or consents to the Name Licensing Agreement, shall be in
writing signed by the parties.

     SECTION 7.5. GOVERNING LAW. The Name Licensing Agreement shall be governed
by, and construed in accordance with, the laws of the State of Illinois, without
regard to its choice of law principles.

     SECTION 7.6. CONSENT TO JURISDICTION. Each party to the Name Licensing
Agreement submits to the nonexclusive jurisdiction of the United States Federal
court located in Cook County, Illinois, for purposes of any legal proceeding
arising out of or relating to the Name Licensing Agreement or the transactions
contemplated by the Name Licensing Agreement. Each party to the Name Licensing
Agreement irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum. Each party to
the Name Licensing Agreement consents to process being served in any suit,
action or proceeding with respect to the Name Licensing Agreement, or any
document delivered pursuant to the Name Licensing Agreement by the mailing of a
copy thereof by registered or certified mail, postage prepaid, return receipt
requested, to its respective address specified at the time for notices under the
Name Licensing Agreement or to any other address of which it shall have given
written notice to the other party. The foregoing shall not limit the ability of
any party to the Name Licensing Agreement to bring suit in the courts of any
other jurisdiction.

     SECTION 7.7. WAIVER OF JURY TRIAL. Each of the parties to the Name
Licensing Agreement irrevocably waives any and all right to a trial by jury with
respect to any legal proceeding arising out of or relating to the Name Licensing
Agreement or any claims or

                                        6


transactions in connection with the Name Licensing Agreement. Each of the
parties to the Name Licensing Agreement hereby acknowledges that such waiver is
made with full understanding and knowledge of the nature of the rights and
benefits waived hereby.

     SECTION 7.8. NO WAIVER. No failure on the part of Licensor to exercise, and
no delay in exercising, and no course of dealing with respect to, any right,
power or privilege under the Name Licensing Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise thereof or the exercise of any
other right, power or privilege operate as such a waiver.

     SECTION 7.9. REMEDIES CUMULATIVE. No right, power or remedy of Licensor
under the Name Licensing Agreement shall be exclusive of any other right, power
or remedy, but shall be cumulative and in addition to any other right, power or
remedy thereunder or existing by law or in equity.

     SECTION 7.10. NOTICES. All notices, demands, or other communications
required or permitted to be given under the Name Licensing Agreement shall be
given in writing by delivering the same against receipt thereof by facsimile
transmission (confirmed by registered or certified mail, postage prepaid, return
receipt requested), or by registered or certified mail, postage prepaid, return
receipt requested, addressed as follows (and if so given, shall be deemed given
when mailed or upon receipt of a confirmation, if sent by facsimile):

     If to Licensor:     Allstate Insurance Company
                         3100 Sanders Road
                         Northbrook, Illinois 60062
                         Attention: -
                         Facsimile: -

     If to Licensee:     Allstate Life Global Funding
                         c/o AMACAR Pacific Corp.
                         6525 Morrison Boulevard, Suite 318
                         Charlotte, North Carolina 28211
                         Attention: President
                         Facsimile: (704) 365-1362

or at such other address as shall be designated by any party in a written notice
to the other party.

     SECTION 7.11. COUNTERPARTS. The Name Licensing Agreement and any
amendments, modifications, restatements, supplements and/or replacements of
the Name Licensing Agreement, or waivers or consents to the Name Licensing
Agreement, may be executed in any number of counterparts, and by different
parties to the Name Licensing Agreement in separate counterparts, each of
which, when so executed and delivered, shall be deemed to be an original and
all of which counterparts, when taken together shall constitute

                                        7


one and the same instrument. The Name Licensing Agreement shall become effective
upon the execution of a counterpart by each of the parties.

                                        8


                                   APPENDIX A
                                 LICENSED MARKS

- -  Allstate

- -  Allstate Life

- -  [ALLSTATE(SM) LOGO]

                                       A-1




                                                                   Exhibit 10.16

                    AMENDED AND RESTATED INDEMNITY AGREEMENT

              , 2004

Wilmington Trust Company
1100 North Market Street
Rodney Square North
Wilmington, Delaware  19890
Attention:  Corporate Trust Administration

Ladies and Gentlemen:

     In consideration of Wilmington Trust Company ("WTC") agreeing to enter
into that certain Amended and Restated Trust Agreement of Allstate Life
Global Funding, a statutory trust formed under the laws of the State of
Delaware (the "Trust"), dated as of            , 2004 (the "Trust
Agreement"), among WTC, as Delaware trustee (the "Delaware Trustee"), and
AMACAR Pacific Corp., as Administrator and Trust Beneficial Owner, as may be
amended and restated from time to time, the Trust pursuant to this letter
agreement (this "Agreement"), hereby agrees to the following fee and
indemnity arrangements. This Agreement amends, restates and replaces in its
entirety that certain Indemnity Agreement dated June 24, 2002 between the
Trust and WTC. Capitalized terms used and not otherwise defined herein shall
have the meanings assigned to them in the Trust Agreement.

     1. The Trust (the "Indemnitor") hereby agrees, whether or not any of the
transactions contemplated by the Trust Agreement shall be consummated, to assume
liability for, and hereby indemnifies, protects, saves and keeps harmless WTC,
and its officers, directors, successors, assigns, legal representatives, agents
and servants (each an "Indemnified Person"), from and against any and all
liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes
payable by WTC on or measured by any compensation received by WTC for its
services as Delaware Trustee), claims, actions, investigations, proceedings,
costs, expenses or disbursements (including, without limitation, reasonable
legal fees and expenses, subject to the limitations contained in the preceding
paragraphs) of any kind and nature whatsoever which may be imposed on, incurred
by or asserted at any time against an Indemnified Person (whether or not also
indemnified against by any other person but in all cases subject to the
following two paragraphs) in any way relating to or arising out of (i) the Trust
Agreement or any of the other agreements to which the Trust is or becomes a
party or the enforcement of any of the terms of any thereof or the
administration of the assets of the Trust or the action or inaction of the
Delaware Trustee under the Trust Agreement, except where any such claim for
indemnification has arisen as a result of the willful misconduct or gross
negligence on the part of the Delaware Trustee, or the Delaware Trustee's
failure to use ordinary care to disburse funds, or the performance or
nonperformance of its duties under the Trust Agreement or any of the other
agreements to which the Trust becomes a party.






     The obligations of the Indemnitor under this Agreement shall be in addition
to any liability which the Indemnitor or any other person may otherwise have and
shall survive the termination of the Trust Agreement.

     2. The Delaware Trustee shall receive as compensation for its services
under the Trust Agreement fees and expenses as set forth on Exhibit A to this
Agreement.

     3. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of such counterparts shall together constitute but one and the same
Agreement.

     4. Notices should be sent as set forth below, or at such other address as
such party shall hereafter furnish in writing:

                 Allstate Life Global Funding
                 c/o AMACAR Pacific Corp.
                 6525 Morrison Boulevard, Suite 318
                 Charlotte, North Carolina
                 Attention:  Douglas K. Johnson
                 Facsimile:  (704) 365-1632

                 Wilmington Trust Company
                 1100 North Market Street
                 Rodney Square North
                 Wilmington, Delaware  19890
                 Attention:  Corporate Trust Administration
                 Facsimile:  (302) 636-4140

     5. No waiver, modification or amendment of this Agreement shall be valid
unless executed in writing by the parties hereto.

     6. This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware, without regard to conflicts of laws principles.

                            [SIGNATURE PAGE FOLLOWS]

                                      2




     If the foregoing correctly sets forth the understanding and agreement
between the Trust and WTC, please so indicate by signing in the space provided
for below.

                                    Very truly yours,

                                    ALLSTATE LIFE GLOBAL FUNDING

                                    By: Wilmington Trust Company, not in
                                    its individual capacity but solely as
                                    Delaware Trustee

                                    By:
                                       -----------------------------------------
                                       Name:
                                       Title:

WILMINGTON TRUST COMPANY


By:
    ----------------------------------
     Name:
     Title:

                                       3




                                    EXHIBIT A

                        COMPENSATION OF DELAWARE TRUSTEE






                                       4



                                                                    EXHIBIT 12
                ALLSTATE LIFE INSURANCE COMPANY AND SUBSIDIARIES
                 COMPUTATION OF EARNINGS TO FIXED CHARGES RATIO




(in millions)                                        FOR THE                   FOR THE YEAR ENDED DECEMBER 31,
                                                   NINE MONTHS
                                                      ENDED
                                                    SEPTEMBER 30,
                                                                  ----------------------------------------------------------
                                                       2003          2002        2001        2000         1999       1998
                                                   -------------  -----------  ----------  ----------   ---------   --------
                                                                                                 
1.    Income from continuing operations
      before income taxes, equity in net income
      of unconsolidated subsidiary, dividends on
      redeemable preferred securities of subsidiary
      trust and cumulative effect of change
      in accounting principle                              $346         $302        $553        $711        $770       $838

2.    Dividends from less than 50% owned
      subsidiary                                              -            -           -           -           -          -
                                                   -------------  -----------  ----------  ----------   ---------   --------


3.    Income from continuing operations before
      income taxes (1+2)                                   $346         $302        $553        $711        $770       $838
                                                   -------------  -----------  ----------  ----------   ---------   --------

      Fixed Charges:

4.    Interest on indebtedness                             $  -         $  -        $  -        $  -        $  -       $  -

5.    Interest factor of annual rental expense             $  -            2           4           4           4          8
                                                   -------------  -----------  ----------  ----------   ---------   --------

6.    Total fixed charges  (4+5)                           $  -         $  2        $  4        $  4        $  4       $  8
                                                   -------------  -----------  ----------  ----------   ---------   --------

7.    Income from continuing operations before
      income taxes and fixed charges (3+6)                 $346         $304        $557        $715        $774       $846
                                                   =============  ===========  ==========  ==========   =========   ========

8.    Ratio of earnings to fixed charges, before
      dividends on redeemable preferred
      securities and interest credited to
      contractholder funds (7/6)                              -        152.0 X     139.3 X     178.8 X     193.5 X    105.8 X
                                                   =============  ===========  ==========  ==========   =========   ========

9.    Dividends on redeemable preferred securities            2            3          20          20          18         17

10.   Total fixed charges and dividends on
      redeemable preferred securities (6+9)                $  2         $  5        $ 24        $ 24        $ 22       $ 25
                                                   -------------  -----------  ----------  ----------   ---------   --------

11.   Income from continuing operations before
      income taxes, fixed charges and redeemable
      preferred securities (3+6+9)                         $348         $307        $577        $735        $792       $863
                                                   =============  ===========  ==========  ==========   =========   ========

12.   Ratio of earnings to fixed charges, before
      interest credited to contractholder funds
      (11/10)                                             174.0 X       61.4 X      24.0 X      30.6 X      36.0 X     34.5 X
                                                   =============  ===========  ==========  ==========   =========   ========

13.   Interest credited to contractholder funds           1,319       $1,691      $1,670      $1,519      $1,260     $1,190

14.   Total fixed charges including dividends on
      Redeemable preferred securities and interest
      credited to contractholder funds (10+13)           $1,321       $1,696      $1,694      $1,543      $1,282     $1,215
                                                   -------------  -----------  ----------  ----------   ---------   --------

15.   Income from continuing operations
      before income taxes and fixed charges
      including interest credited to
      contractholder funds (3+14)                        $1,667       $1,998      $2,247      $2,254      $2,052     $2,053
                                                   =============  ===========  ==========  ==========   =========   ========

16.   Ratio of earnings to fixed charges (15/14)            1.3 X        1.2 X       1.3 X       1.5 X       1.6 X      1.7 X
                                                   =============  ===========  ==========  ==========   =========   ========







                                                                    Exhibit 23.1

                          INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-112249 of Allstate Life Global Funding and
Allstate Life Insurance Company on Form S-3 of our report dated February 5,
2003, appearing in the Annual Report on Form 10-K of Allstate Life Insurance
Company for the year ended December 31, 2002, and to the reference to us under
the heading "Experts" in the prospectus, which is part of this Registration
Statement.

/s/ Deloitte & Touche LLP

Chicago, Illinois
March 4, 2004




                                                                    Exhibit 23.3

                CONSENT OF LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.


     We hereby consent to the filing of our opinion letters as Exhibits 5.2 and
8 to the Registration Statement on Form S-3 filed by Allstate Life Global
Funding and Allstate Life Insurance Company and to the use of our name under the
headings "Certain United States Federal Income Tax Considerations" and "Risk
Factors--Risk Factors Relating to the Notes--The notes could be deemed to be
participations in the funding agreements or could otherwise be deemed to be
contracts of insurance and holders of the notes could be found to be acting as
insurance agents or brokers" in the prospectus supplement relating to the
secured medium term notes program and in the prospectus supplement relating to
the Allstate Life(SM) CoreNotes(SM) program and "Legal Opinions" in the
prospectus relating to the secured medium term notes (the "Notes") and to the
incorporation by reference of our opinions and consent as exhibits to any
registration statement filed in accordance with Rule 462(b) under the Securities
Act of 1933 (the "Act"), as amended, relating to the Notes. In giving this
consent, we do not thereby concede that we are within the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission thereunder.


                                LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.


                                /s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P

March 4, 2004




                                                                    Exhibit 23.4


                        CONSENT OF LORD, BISSELL & BROOK

          We hereby consent to the references to us contained in the
prospectus, which forms a part of the Registration Statement on Form S-3
filed by Allstate Life Global Funding and Form S-3 filed by Allstate Life
Insurance Company dated March 4, 2004, Registration File No. 333-112249,
relating to the proposed issuance of secured medium term notes by the trusts
(the "Registration Statement"), under the headings "Description of the
Funding Agreements" and "Legal Opinions". In addition, we hereby consent to
the references to us contained in the prospectus supplements, which form a
part of the Registration Statement, under the headings "Summary" and "Risk
Factors". In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of, nor do we
thereby admit that we are experts with respect to any part of the
Registration Statement within the meaning of the term "experts" as used in,
the Securities Act of 1933 or the rules and regulations issued by the
Securities and Exchange Commission thereunder.

                                      LORD, BISSELL & BROOK


                                      /s/ Lord, Bissell & Brook

Chicago, Illinois
March 4, 2004




                                                                    Exhibit 23.5


                   CONSENT OF RICHARDS, LAYTON & FINGER, P.A.

          We hereby consent to the reference to us contained in the prospectus,
which forms a part of the Registration Statement on Form S-3 filed by Allstate
Life Global Funding and Form S-3 filed by Allstate Life Insurance Company dated
March 4, 2004, Registration File No. 333-112249, relating to the proposed
issuance of secured medium term notes by the Delaware statutory trusts (the
"Registration Statement"), under the heading "Legal Opinions". In giving this
consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of, nor do we thereby admit that we are
experts with respect to any part of the Registration Statement within the
meaning of the term "experts" as used in, the Securities Act of 1933, as
amended, or the rules and regulations issued by the Securities and Exchange
Commission thereunder.

                                           RICHARDS, LAYTON & FINGER, P.A.


                                           /s/ Richards, Layton & Finger, P.A.

Wilmington, Delaware
March 4, 2004




                                                                      Exhibit 25

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                      UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
                  OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) X
                                                             --



                 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

    A National Banking Association                   95-4655078
                                                     (I.R.S. employer
                                                     identification number)

101 California Street, Floor 38
San Francisco, California                            94111
(Address of principal executive offices)             (Zip Code)

                                Thomas F. Godfrey
                  Vice President and Assistant General Counsel
                               JPMorgan Chase Bank
                       1 Chase Manhattan Plaza, 25th Floor
                            New York, New York 10081
                                 (212) 552-2192
            (Name, address and telephone number of agent for service)


                          ALLSTATE LIFE GLOBAL FUNDING
               (Exact name of obligor as specified in its charter)


         Delaware                                          Not Applicable
   (State or other jurisdiction of                      (I.R.S. employer
   incorporation or organization)                       identification number)


6525 Morrison Boulevard, Suite 318
Charlotte, North Carolina                                       28211
(Address of principal executive offices)                        (Zip Code)


                                  Secured Notes
                         (Title of Indenture Securities)




Item 1.  General Information.  Furnish the following
                         information as to the trustee:

                  (a)      Name and address of each examining or
                  supervising authority to which it is subject.

                  Comptroller of Currency, Washington, D.C.;
                  Federal Deposit Insurance Corporation,
                  Washington, D.C.; The Board of Governors of
                  the Federal Reserve System, Washington D.C..

                  (b)      Whether it is authorized to exercise
                  corporate trust powers.

                  The trustee is authorized to exercise corporate trust powers.

Item 2.           Affiliations With the Obligor.  If the obligor
                  is an affiliate of the trustee, describe each
                  such affiliation.

                  No such affiliation exists with the trustee.


Item 16.          List of exhibits. List below all exhibits filed as a part
                  of this Statement of Eligibility.

       Exhibit 1.    Articles of Association of the Trustee as Now in Effect
                     (see Exhibit 1 to Form T-1 filed in connection with Form 8K
                     of the Southern California Water Company filing, dated
                     December 7, 2001, which is incorporated by reference).

       Exhibit 2.    Certificate of Authority of the Trustee to Commence
                     Business (see Exhibit 2 to Form T-1 filed in connection
                     with Registration Statement No. 333-41329, which is
                     incorporated by reference).

       Exhibit 3.    Authorization of the Trustee to Exercise Corporate Trust
                     Powers (contained in Exhibit 2).

       Exhibit 4.    Existing By-Laws of the Trustee (see Exhibit 4 to Form
                     T-1 filed in connection with Form 8K of the Southern
                     California Water Company filing, dated December 7, 2001,
                     which is incorporated by reference).

       Exhibit 5.    Not Applicable

       Exhibit 6.    The consent of the Trustee required by Section 321 (b) of
                     the Act.

       Exhibit 7.    A copy of the latest report of condition of the Trustee,
                     published pursuant to law or the requirements of its
                     supervising or examining authority.

       Exhibit 8.    Not Applicable

       Exhibit 9.    Not Applicable




         Pursuant to the requirements of the Trust Indenture Act of 1939, as
         amended, the trustee, J.P. Morgan Trust Company, National Association,
         a national banking association organized and existing under the laws of
         the United States of America, has duly caused this Statement of
         Eligibility to be signed on its behalf by the undersigned, thereunto
         duly authorized, all in the City of Phoenix and State of Arizona, on
         the 4th day of March, 2004.


                      J.P. Morgan Trust Company, National Association,
                      Trustee

                      By:  /s/ Steven M. Wagner
                           -----------------------------
                           Steven M. Wagner
                           Vice President




                                    EXHIBIT 6



                       THE CONSENT OF THE TRUSTEE REQUIRED
                          BY SECTION 321(b) OF THE ACT


                                         March 4, 2004



Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen:

In connection with the qualification of an indenture between Allstate Life
Global Funding and J.P. Morgan Trust Company, National Association, as Trustee,
the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of
1939, as amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.


                           Very truly yours,

                           J.P. Morgan Trust Company, National Association



                           By:    /s/ Steven M. Wagner
                                  -------------------------
                                    Steven M. Wagner
                                    Vice President




                                EXHIBIT 7


J. P. Morgan Trust Company, National Association
Statement of Condition

September 30, 2003





                                    ($000)
                                               
Assets
         Cash and Due From Banks                      $32,688
         Securities                                   115,560
         Loans and Leases                              41,185
         Premises and Fixed Assets                      9,470
         Intangible Assets                            158,727
         Other Assets                                  15,568
                                                     --------
                Total Assets                         $373,198
                                                     --------


Liabilities
         Deposits                                    $102,395
         Other Liabilities                             47,412
                                                     --------
                Total Liabilities                     149,807

Equity Capital
         Common Stock                                     600
         Surplus                                      181,587
         Retained Earnings                             41,204
                                                     --------
                Total Equity Capital                  223,391
                                                     --------

                Total Liabilities and Equity Capital $373,198
                                                     --------