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As filed with the Securities and Exchange Commission on November 22, 2002

Registration No. 333-    •    

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_________________
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________		 ______________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
ALLSTATE LIFE GLOBAL FUNDING ALLSTATE LIFE INSURANCE COMPANY
(Rule 140 Co-Registrant) (Rule 140 Co-Registrant)
(Exact Name of Registrant as Specified in Its Charter) (Exact Name of Registrant as Specified in Its Charter)
Delaware Illinois
(State of Organization) (State of Organization)
Not Applicable 36-2554642
(I.R.S. Employer Identification Number) (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)		 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
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

Approximate date of commencement of proposed sale to the public:
As soon as practicable after these registration statements become 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
Senior Secured Medium Term Notes   $3,000,000,000   100%   $3,000,000,000       $276,000
Funding Agreements(3)   $3,000,000,000   100%   $3,000,000,000(3)   None(3)

                  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 $3,000,000,000, 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 $3,000,000,000, 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 $3,000,000,000.

(1)
The amount of securities being registered represents the maximum aggregate principal amount of securities which, on November 22, 2002, are expected to be offered for sale.
(2)
Estimated solely for the purpose of determining the amount of the registration fee.
(3)
Registered solely due to the "co-registrant" status of Allstate Life Insurance Company. $3,000,000,000 is the estimated maximum aggregate offering price of all the securities being registered.

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


EXPLANATORY NOTE

              These registration statements contain a prospectus to be used in connection with the offer and sale of senior secured medium term notes which Allstate Life Global Funding may issue and sell to the public with payment of principal of, any premium and interest on, and any other amounts due and owing with respect to, the notes to be secured by funding agreements issued and sold by Allstate Life Insurance Company to Allstate Life Global Funding.


The information in this prospectus is not complete and may be changed. We may not 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 November 22, 2002

P R O S P E C T U S

$3,000,000,000

Allstate Life Global Funding

Senior Secured Medium Term Notes

                  We are Allstate Life Global Funding, a special purpose statutory trust organized in series under the laws of the State of Delaware. This offering consists of one or more series of senior secured medium term notes, which we refer to in this Prospectus as Notes, with the aggregate principal amount of up to $3,000,000,000 or the equivalent amount in one or more foreign or composite currencies. Notes of a series may be listed on a securities exchange. We will use the net proceeds from the offering of each series of the Notes to purchase one or more funding agreements, which we refer to in this Prospectus as Funding Agreements, issued by Allstate Life Insurance Company, an Illinois insurance company. We exist for the exclusive purposes of: issuing and selling discrete series of Notes to investors; using the net proceeds from the sale of each series of Notes to acquire one or more Funding Agreements from Allstate Life; and engaging in other activities necessary or incidental thereto.

                  Investing in the Notes involves risks that are described in the "Risk Factors" section beginning on page 5 of this Prospectus.

                  Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus or any Pricing Supplement is truthful or complete. Any representation to the contrary is a criminal offense.

                  We may sell the Notes to the Agent referred to below or other Agents as principals for resale at varying or fixed offering prices or through the Agent referred to below or other Agents as agent using their reasonable efforts on our behalf. We may also sell Notes without the assistance of any Agent.

Merrill Lynch & Co.

The date of this Prospectus is    •    , 2002.

                  You should rely on the information contained or incorporated by reference in this Prospectus and any Pricing Supplement. Neither we nor Allstate Life 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 we nor Allstate Life 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 and any Pricing Supplement is accurate only as of its respective date.


Table of Contents

 
   Page
FORWARD-LOOKING STATEMENTS   3
AVAILABLE INFORMATION   3
INCORPORATION OF DOCUMENTS BY REFERENCE   4
RISK FACTORS   5
DESCRIPTION OF THE ISSUER   10
DESCRIPTION OF ALLSTATE LIFE   13
RATIO OF EARNINGS TO FIXED CHARGES   14
USE OF PROCEEDS   14
DESCRIPTION OF THE NOTES   15
SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES   49
DESCRIPTION OF THE FUNDING AGREEMENTS   52
ERISA CONSIDERATIONS   56
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS   59
PLAN OF DISTRIBUTION   70
LEGAL OPINIONS   71
EXPERTS   71

              This Prospectus is part of a registration statement on Form S-1 and a registration statement on Form S-3 that we and Allstate Life filed with the Securities and Exchange Commission, or the Commission, using a "shelf" registration process. Under this shelf process, we may, over time, sell any combination of the Notes described in this Prospectus in one or more offerings up to a total dollar amount of $3,000,000,000 or the equivalent amount in one or more foreign or composite currencies. This Prospectus provides you with a general description of the Notes we may offer. Each time we sell securities, we will provide a Pricing Supplement that will contain specific information about the terms of that offering. This Prospectus does not contain all of the information included in the registration statements. For a complete understanding of the offering of Notes, you should refer to the registration statements relating to this Prospectus, including their exhibits. The Pricing Supplement may also add, update or change information contained in this Prospectus. You should read both this Prospectus and any Pricing Supplement together with the additional information described under the heading "Available Information."

              In this Prospectus, references to "Issuer", "Trust", "we", "us" and "our" are to Allstate Life Global Funding, and not Allstate Life Insurance Company, unless we state otherwise or the context clearly indicates otherwise. References to Allstate Life are to Allstate Life Insurance Company.

              In this Prospectus, 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.

              Persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the Notes offered by this Prospectus, including over-allotment, stabilizing transactions, short-covering transactions and penalty bids. These transactions if commenced may be discontinued at any time.

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FORWARD-LOOKING STATEMENTS

              This Prospectus and any Pricing Supplement may include forward-looking statements. Forward-looking statements are not statements of historical fact but rather reflect our or 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 us, Allstate Life or our respective managements. When we or Allstate Life make forward-looking statements, we or Allstate Life are basing them on our respective managements' beliefs and assumptions, using information currently available to us or Allstate Life, as the case may be. These forward-looking statements are subject to risks, uncertainties and assumptions, including but not limited to, risks, uncertainties and assumptions discussed in this Prospectus and in any Pricing Supplement. Factors that can cause or contribute to these differences include those described under the headings "Risk Factors." We and Allstate Life undertake 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 our or Allstate Life's underlying assumptions prove to be incorrect, actual results may vary materially from what we or Allstate Life projected. Any forward-looking statements you read in this Prospectus or any Pricing Supplement reflect our or Allstate Life's current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our or Allstate Life's operations, results of operations, growth strategy and liquidity. All subsequent written and oral forward-looking statements attributable to us or Allstate Life or individuals acting on our or Allstate Life's behalf are expressly qualified in their entirety by this paragraph. You should specifically consider the factors identified in this Prospectus and any Pricing Supplement which could cause actual results to differ before making an investment decision.


AVAILABLE INFORMATION

              We are a special purpose statutory trust organized in series under the laws of the State of Delaware. We also occasionally refer to any of our series in this Prospectus as series of the Trust. Delaware law does not require us generally or with respect to any of our series to prepare financial statements. Accordingly, no financial statements have been or will be prepared with respect to us generally or with respect to any series of the Trust. Each applicable Pricing Supplement will set forth our capitalization as anticipated immediately following the closing of the sale of the relevant series of Notes.

              Together with Allstate Life, we filed with the Commission a registration statement on Form S-1 and a registration statement on Form S-3 under the Securities Act of 1933 with respect to the Notes. This Prospectus, which constitutes part of the registration statements, does not contain all of the information set forth in the registration statements. Parts of the registration statements are omitted from this Prospectus in accordance with the rules and regulations of the Commission.

              Allstate Life filed with the Commission a registration statement on Form 10 (SEC File No. 0-31248), dated April 24, 2002. Following such date, Allstate Life has undertaken to file annual, quarterly, and special event reports and other information with the Commission. You can read and copy any reports or other information Allstate Life files at the Commission's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can also request copies of Allstate Life's documents upon payment of a duplicating fee, by writing to the Commission's public reference room. You can obtain information regarding the public reference room by calling the Commission at 1-800-SEC-0330. Allstate Life filings are available to the public from commercial document retrieval services and over the internet at http://www.sec.gov.

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INCORPORATION OF DOCUMENTS BY REFERENCE

              The Commission allows us and Allstate Life to "incorporate by reference" information Allstate Life files with them into this Prospectus, which means that incorporated documents are considered part of this Prospectus. We and Allstate Life can disclose important information to you by referring you to those documents. Information that Allstate Life files with the Commission will automatically update and supersede the information in this Prospectus.

              This Prospectus incorporates by reference the following documents previously filed by Allstate Life with the Commission:

              This Prospectus incorporates by reference any filings made by Allstate Life with the Commission subsequent to the filing of this Prospectus. These documents contain important information about Allstate Life and its finances.

              You may request a copy of any documents incorporated by reference in this Prospectus except exhibits to such Prospectus, 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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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.

Risk Factors Relating to Us

              Our ability to make timely payments with respect to a series of Notes is principally dependent upon Allstate Life making the related payments under each relevant Funding Agreement. We are a statutory business trust organized in series. Consequently, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust shall be enforceable against only the assets of such series of the Trust and not against our assets generally or the assets of any other series of the Trust and, unless otherwise provided in the trust agreement, as amended or modified from time to time, which we refer to in this Prospectus as the Trust Agreement, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other series thereof will be enforceable against the assets of such series. Our obligations under a series of Notes, which we refer to in this Prospectus as our Obligations, will be secured by one or more Funding Agreements together with all of the proceeds in respect of, and all of the books and records pertaining to, such Funding Agreements and all rights of the relevant series thereto which we collectively refer to in this Prospectus as the Collateral. 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, and are not guaranteed by, Allstate Life, or any of its subsidiaries or affiliates. Except as provided by the Collateral, none of these entities nor any agent, trustee or beneficial owner of us generally, or in respect of any series of the Trust, is under any obligation to provide funds or capital to us generally or with respect to any of our series. Our net worth on the date hereof is approximately $1,000. Our net worth is not expected to increase materially.

              We are a statutory trust organized in series under the laws of the State of Delaware. We exist for the exclusive purposes of: issuing and selling discrete series of Notes to investors; using the net proceeds from the sale of each series of Notes to acquire the Collateral, including one or more Funding Agreements from Allstate Life; and engaging in other activities necessary or incidental thereto. We have no prior operating history.

Risk Factors Relating to the Notes

              Our obligations under the Notes of a series are payable only from the applicable Collateral. 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 Bank One, National Association, which we refer to in this Prospectus as the Indenture Trustee, 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 or any of Allstate Life, its officers, directors, affiliates, employees or agents or any of our trustees, beneficial owners or agents, or any of their respective officers, directors, affiliates, employees or agents in the case of any deficiency judgment remaining after foreclosure of any property included in such Collateral. All claims of the holders of a series of Notes in excess of amounts received from the

5

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. In that event, it is possible that our obligations under any series of Notes may be accelerated while the obligations of Allstate Life under the applicable Funding Agreement may not be similarly accelerated. If this occurs, the Indenture Trustee may have no or limited ability to proceed against the applicable Funding Agreement and the related Collateral and holders of our Notes may not be paid in full, or in a timely manner upon such acceleration. See "Description of the Notes—Event of Default."

              The laws and regulations of each state of the United States and of foreign jurisdictions contain broad definitions of the activities that may constitute the conduct of the business of insurance in such jurisdictions.

              LeBoeuf, Lamb, Greene & MacRae, L.L.P., our special counsel, has advised us in a memorandum with regard to insurance matters that neither we nor any persons selling or purchasing the Notes should be subject to regulation as doing an insurance business in any state of the United States or the District of Columbia by virtue of the offer, sale and/or purchase of the Notes. This advice is based upon interpretations (either written or oral) received from the staff of the insurance regulatory body in each of the states of the United States (except the states of Florida, Iowa, Mississippi, Montana, New Mexico and Vermont, where we obtained opinions of local counsel) and is subject to the considerations described below. These oral and written interpretations from state insurance regulatory bodies were based on general descriptions of the issuance of funding agreements to back instruments such as the Notes and were not specifically based on this medium term note program or the Notes. Information specifically relating to this medium term note program and/or the Notes which was not disclosed to insurance regulators could be considered material by such regulators and, had such factual information been disclosed, could have resulted in different guidance or advice from such regulators. Based on these oral and written interpretations and local counsel opinions and subject to such other considerations as are set forth in its memorandum, LeBoeuf, Lamb, Greene & MacRae, L.L.P. believes that the Notes should not be subject to regulation as participations in the Funding Agreements themselves or otherwise constitute insurance contracts; and we and persons selling or purchasing the Notes should not be subject to regulation as doing an insurance business by virtue of our respective activities in connection with the offer, sale and/or purchase of the Notes.

              Although the staff of the insurance regulatory body in Arkansas has stated it would not regulate the issuance or sale of securities such as the Notes generally, the staff also stated that it would not encourage any domestic Arkansas insurer to purchase the Notes.

              All written or oral communications with insurance regulatory bodies reflect only the interpretation of the staff of such regulatory bodies with respect to the laws and regulations of their respective jurisdictions, and do not purport to be, nor should they be relied upon as, binding legal authority. Such interpretations and advice by local counsel may be subject to challenge in administrative or judicial proceedings. Insurance regulatory authorities in the United States also have broad discretionary powers to modify or withdraw regulatory interpretations and there can be no assurance that such interpretations or advice of local counsel will remain in effect or as to the outcome of any such challenge. In addition, no similar interpretations have been obtained with respect to any foreign jurisdictions. There can be no assurance that such interpretations and advice will remain in effect, or that such interpretations would be given any effect by a court.

              We will not be registered or licensed as an insurance company in any jurisdiction. In the event it is determined that we should have been licensed under the insurance laws of a jurisdiction in connection with the issuance of the Notes, we will be in violation of such laws or regulations and could

6


be subject to the fines, penalties and other sanctions provided for therein. Such violation could have a material adverse impact on our ability to meet our obligations under the Notes.

              Similarly, if the Notes are deemed to be contracts of insurance, there can be no assurance that holders of the Notes who subsequently offer, sell, transfer or purchase Notes could not be found to be acting as insurance agents or brokers under the laws of certain jurisdictions or otherwise be subject to the applicable insurance laws. Acting without a required insurance agent or broker license or other violations of applicable insurance laws and regulations could subject such holder of Notes to substantial civil and criminal fines and charges.

              It is likely that if the Notes were to be deemed contracts of insurance, the ability of a holder to offer, sell or otherwise transfer the Notes in secondary market transactions or otherwise would be substantially impaired and, to the extent such sale or transfer could be effected, the proceeds realized from such offer, sale or transfer could be materially and adversely affected.

              If we are obligated to withhold or deduct any taxes or pay any Additional Amount (as defined in the relevant Funding Agreement) with respect to any payment on the Notes to non-U.S. Holders, or if there is a material probability that we 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, may terminate the relevant Funding Agreement. If Allstate Life terminates the relevant Funding Agreement, we will redeem the particular series of Notes by giving not less than thirty (30) nor more than seventy-five (75) days' notice. Upon such redemption, we will pay holders of such series of Notes the outstanding principal of, premium (if any), any accrued but unpaid interest on their Notes, and such other amount as is specified in the Pricing Supplement for such Notes. If we redeem 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.

              If you invest in Notes indexed to one or more interest rate, currency or other indices or formulas, you will be subject to significant risks not associated with a conventional fixed rate or floating rate debt security. These risks include fluctuation of the particular indices or formulas and the possibility that you will receive a lower, or no, amount of principal, premium or interest than you expected or receive principal, premium or interest at a different time than you expected. We have no control over a number of matters, including economic, financial and political events, that are important in determining the existence, magnitude and longevity of these risks and their results. In addition, if an index or formula used to determine any amounts payable in respect of the Notes contains a multiplier or leverage factor, the effect of any change in the particular index or formula will be magnified. In recent years, values of certain indices and formulas have been volatile and volatility in those and other indices and formulas may be expected in the future. However, past experience is not necessarily indicative of what may occur in the future.

              If your Notes are redeemable at our option, we 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, we may be required to redeem your Notes also at times when prevailing interest rates are

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relatively low. As a result, you generally will not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as your Notes being redeemed.

              Upon issuance, the Notes of a series will not have an established trading market. We cannot assure you a trading market for your Notes will ever develop or be maintained if developed. In addition to our and Allstate Life's creditworthiness, 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.

              If you invest in Notes that are denominated and/or payable in a currency other than U.S. dollars, which we refer to in this Prospectus 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. We 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 U.S. dollar equivalent yield 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

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date for circumstances beyond our control. In these cases, we will be allowed to satisfy our obligations in respect of your Foreign Currency Notes in U.S. dollars.

              In the event that a specific series of Notes is rated by a rating agency, 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 claims paying ability 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 our medium term note program and any rated 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.

Risk Factor Relating to the Collateral

              The primary assets of each series of the Trust will be Funding Agreements, and payments on the Notes of a series will principally depend on payments under each related Funding Agreement. In addition, we will grant a security interest in, pledge and collaterally assign each Funding Agreement we acquire with the proceeds from the offering of a series of Notes together with the related Collateral to the Indenture Trustee, on behalf of the Note holders, to secure our obligations under that series of Notes.

              The Funding Agreements are unsecured obligations of Allstate Life and, in the event of Allstate Life's insolvency, will be subject to the provisions of the Illinois Insurance Code, 215 ILCS §§ 5/1 et seq. (which we refer to in this Prospectus as the Illinois Insurance Code), particularly those contained in the Illinois Rehabilitation, Liquidation, Conservation and Dissolution of Companies Act (which we refer to in this Prospectus as the Liquidation Act), which establish the priority of claims from the estate of an insolvent Illinois insurance company. Lord, Bissell & Brook, Illinois insurance insolvency counsel of Allstate Life, has opined that, although the matter is by no means free from doubt, subject to the limitations, qualifications and assumptions set forth in its opinion letter, in a properly prepared and presented case, a court applying Illinois law should conclude that each Funding Agreement is properly characterized as an "annuity" under the Illinois Insurance Code. Therefore, in a properly prepared and presented case, a court applying Illinois law should conclude that in a delinquency proceeding under the Illinois Insurance Code, the timely and properly filed claims of an owner under the Funding Agreement are entitled to distribution pari passu with claims made by Allstate Life's other policyholders, beneficiaries and insureds under insurance policies and insurance contracts 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 the Liquidation Act; and that an owner's claim under the Funding Agreement would not be recharacterized as other than the claim of a policyholder, beneficiary or insured under an insurance policy or insurance contract.

              The term "annuity" is used in several sections of the Illinois Insurance Code but is not defined therein. In the absence of any controlling judicial precedents, the opinion of Lord, Bissell & Brook is based upon a reasoned application of judicial decisions involving similar or analogous circumstances. Investors should note, however, that, in the event of the insolvency of an insurance company, the judicial analysis of issues relating to the distribution of its general assets has typically proceeded on a case-by-case basis, with the court's determination, in most instances, strongly influenced by the facts and circumstances of the particular case.

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DESCRIPTION OF THE ISSUER

              In this section we provide a summary description of the material provisions of the Trust Agreement, dated as of June 24, 2002, executed by Wilmington Trust Company, whom we refer to in this Prospectus as the Delaware Trustee, and AMACAR Pacific Corp., whom we refer to in this Prospectus as the Trust Beneficial Owner, and the Certificate of Trust filed with the Secretary of State of the State of Delaware on June 24, 2002. We do not restate these documents in their entirety and we urge you to read the actual documents.

General

              We are a statutory trust created under the laws of the State of Delaware pursuant to the Trust Agreement and the filing of the Certificate of Trust. We exist for the exclusive purposes of:

              Our principal executive offices are located at Allstate Life Global Funding, c/o: AMACAR Pacific Corp., 6525 Morrison Boulevard, Suite 318, Charlotte, North Carolina 28211 and our telephone number is (704) 365-0569.

We are Organized in Series

              The Trust Agreement provides that we will be organized in series, as permitted by Sections 3804 and 3806(b) of the Delaware Statutory Trust Act (the "Trust Act").

              In connection with each series of the Notes, we will:

              Accordingly, the applicable series of Notes and the liabilities, obligations and expenses related to such series of Notes will constitute debt, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the applicable series of the Trust. The Collateral will be the assets of, and associated with, such series of the Trust.

              Although the applicable series of the Trust will not be a separate legal entity, the Trust Act provides that, if we comply with all applicable statutory requirements, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust will be enforceable only against the assets of such series of the Trust and not against our assets generally or the assets of any other series of the Trust. In addition, under the Trust Act, unless otherwise provided in the Trust Agreement, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to us generally or any other series of the Trust will be enforceable against the assets of such series of the Trust. Notice of this limitation on liabilities of each series of the Trust is set forth in the Certificate of Trust.

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Our Delaware Trustee and Administrator

              Pursuant to the Trust Agreement, Wilmington Trust Company is acting as our sole Delaware Trustee. The Delaware Trustee, on our behalf, entered into an administrative services agreement, as amended or modified from time to time, dated as of June 27, 2002 (the "Administrative Services Agreement"), with AMACAR Pacific Corp., in its capacity as our Administrator generally and with respect to each series of the Trust. As provided in the Administrative Services Agreement, the Administrator will be responsible for various administrative functions relating to our business generally and with respect to each series of the Trust.

Our Trust Beneficial Owner and Series Beneficial Owner

              The Trust Beneficial Owner's only interest in us is the amount invested in the Trust and any other assets of the Trust not specifically allocated to a particular series of the Trust. After the payment in full to the holders of a series of Notes of all amounts required to be paid to them and the satisfaction of all other expenses and liabilities of the relevant series of the Trust, The American National Red Cross, whom we refer to in this Prospectus as the Series Beneficial Owner, will be entitled to receive any remaining assets of the relevant series of the Trust and any other remaining assets of the Trust not allocated to a specific series of the Trust. As such, the Series Beneficial Owner will be the sole "beneficial owner" of each series of the Trust (as defined and used in Sections 3801(b) and 3806(b)(2) of the Trust Act). Neither the investment by the Trust Beneficial Owner nor any investment by the Series Beneficial Owner will be secured by the Collateral relating to any series of Notes.

No Affiliation

              None of Allstate Life or any of its officers, directors, subsidiaries or affiliates owns any beneficial interest in us nor has any of these persons or entities entered into any agreement with us other than:

              In this Prospectus we refer to any and all of our costs, losses, damages, claims, actions, suits, expenses (including the reasonable fees and expenses of counsel), disbursements, taxes, penalties and liabilities of any kind or nature except the Excluded Amounts (as defined below) as the Support Obligations.

              We use the term Excluded Amounts to mean the following:

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              Neither Allstate Life nor any of its officers, directors, subsidiaries or affiliates is affiliated with the Delaware Trustee, the Trust Beneficial Owner, the Series Beneficial Owner, the Administrator or the Indenture Trustee.

Our Records and Financial Statements

              As required by the Trust Act, we will:

              Delaware law does not require that we generally or with respect to any series of the Trust prepare financial statements. Accordingly, no financial statements have been or will be prepared with respect to us generally or with respect to any series of the Trust. Each Pricing Supplement will set forth our capitalization, as anticipated immediately following the closing of the sale of the relevant series of Notes.

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DESCRIPTION OF ALLSTATE LIFE

              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, a stock property-liability insurance company incorporated under the laws of the State of Illinois. All of the outstanding stock of Allstate Insurance Company 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 2001 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 12,500 exclusive agents and financial specialists in the U.S. and Canada.

              Allstate Life's operations are divided into two business segments: Retail and Structured Financial Products. The Retail segment 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 Retail segment offers protection products, which 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. Retail products are sold through a variety of distribution channels including Allstate agencies, financial services firms, independent agent broker/dealers including master brokerage agencies and direct marketing. The Structured Financial Products segment offers a variety of spread-based and fee-based products to qualified investment buyers, special purpose entities ("SPEs") and others. Spread-based products are designed to generate income based on the difference ("spread") between investment returns on the supporting assets and the guaranteed returns provided to customers. Fee-based products are designed to generate income based on various fees or charges assessed against the account values. Spread-based products provide guaranteed rates of return to customers. Fee-based products provide only a limited guarantee to customers. Spread-based products include guaranteed investment contracts ("GICs") and funding agreements. Synthetic GICs are the primary fee-based product offered by the segment. These products are sold to qualified investment buyers. Funding agreements are sold to SPEs issuing medium-term notes, through specialized brokers, including consultants and financial intermediaries. Structured Financial Products include 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.

              Allstate Life's life insurance in force, net of reinsurance, was $221 billion at December 31, 2001 and $218 billion at December 31, 2000. As of December 31, 2001 and 2000, respectively, Allstate Life's total invested assets in its general account were $44 billion and $39 billion, and in its Separate Accounts assets were $14 billion and $15 billion, respectively. In 2001 and 2000, investment products represented 85% and 87% of Allstate Life's total statutory premiums and deposits of $10 billion and $12 billion, respectively. Net income for 2001 and 2000 was $368 million and $470 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:

 
   For the
Nine Months
Ended
September 30,
   Year Ended December 31,
  
 
   2002
   2001
   2000
   1999
   1998
   1997
  
Ratio of earnings to fixed charges before dividends on redeemable preferred securities and interest credited to contractholder funds(1)   136.5 x 139.3 x 178.8 x 193.5 x 105.8 x 125.2 x
Ratio of earnings to fixed charges before interest credited to contractholder funds(2)(3)   55.2 x 24.0 x 30.6 x 36.0 x 34.5 x 36.5 x
Ratio of earnings to fixed charges(2)(4)(5)   1.2 x 1.3 x 1.5 x 1.6 x 1.7 x 1.6 x
(1)
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.

(2)
Allstate Life has authority to issue up to 3,000,000 shares of non-voting preferred stock, par value $100.00 per share. There are currently 1,035,610 shares of redeemable preferred stock issued and outstanding. Allstate Life is obligated to pay a dividend on those preferred shares.

(3)
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 and the dividends on redeemable preferred securities.

(4)
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.

(5)
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

              For each offering of series of Notes, we will establish a separate series of the Trust. We will use the net proceeds from the offering of each series of Notes to purchase one or more Funding Agreements and related Collateral. Allstate Life intends to use the net proceeds from the sale to us of Funding Agreements to purchase investment assets which Allstate Life expects will generate investment income in excess of amounts payable under the Funding Agreements.

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DESCRIPTION OF THE NOTES

              In this section we provide a summary description of the material provisions of the Notes and the indenture, dated as of     •    , 2002 (as amended or modified from time to time, the "Indenture"). We do not restate them in their entirety and we urge you to read the actual provisions because those provisions, and not this description, define your rights as an owner of an interest in the Notes. The terms and conditions of the Notes described in this section will apply to each series of Notes, except that we will add the specific terms of a series of Notes and may modify or replace any of the information provided in this section in the applicable Pricing Supplement and each Global Security and Certificated Note (each, a "Note Certificate") representing the Notes of such series. It is important for you to consider the information contained in this Prospectus, the Indenture, the applicable Pricing Supplement and the Note Certificates in making your investment decision.

              This section describes some technical concepts, and we occasionally use defined terms. You should refer to the Indenture and the form of Note Certificates filed as exhibits to the registration statements to which this Prospectus relates for the full definition of technical terms used in this Prospectus and those capitalized terms which we use but do not define in this Prospectus.

General

              We will issue the Notes in one or more series, subject to and entitled to the benefits of the Indenture. The Indenture is subject to, and governed by, the Trust Indenture Act of 1939, as amended. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited.

              Pursuant to the Indenture, each Funding Agreement will be assigned by series to the Indenture Trustee on behalf of the holders of the Notes issued by that series. Also, each series of Notes will be secured by a first priority perfected security interest in the "Collateral" which will consist of:

              Each series of Notes may be comprised of one or more tranches issued on different issue dates within a six month period. The Notes of each series will all be subject to identical terms, except that the issue date, the issue price, the amount of the first payment of interest and denomination size may be different in respect of different tranches.

              The Notes will be our secured and unsubordinated obligations and will rank equally among themselves, with each other series of Notes and with respect to all of our other present and future secured and unsubordinated obligations, except for any of our other obligations which are preferred by mandatory provisions of law.

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              A Pricing Supplement will specify the terms of any issuance of Notes that are not specified in this Prospectus.

              Notes that bear interest will either be Fixed Rate Notes or Floating Rate Notes, as specified in the applicable Pricing Supplement. We may also issue Discount Notes, Indexed Notes and Amortizing Notes, as specified in the applicable Pricing Supplement.

              Interest rates that we offer on the Notes may differ depending upon, among other factors, the aggregate principal amount of Notes purchased in any single transaction as well as market conditions. Notes with different variable terms other than interest rates may also be offered concurrently to different investors. We may change interest rates or formulas and other terms of Notes from time to time, but no change of terms will affect any Note we have previously issued or as to which we have accepted an offer to purchase.

              Each series of Notes will mature on a day nine months or more 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 our option, notice of the registered holder's option to elect repayment or otherwise (we refer to 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, as the "Maturity Date" with respect to the principal of such series of Notes repayable on that date).

              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. References to "United States dollars", "U.S. dollars" or "$" are to the 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 European economic and monetary union pursuant to such Treaty, as amended.

              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)

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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 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."

              We 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 any 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.

              We will issue each Note as a Book-Entry Note represented by one or more fully registered Global Securities or as a fully registered Certificated Note. Unless otherwise specified in the applicable Pricing Supplement, the minimum denominations of each Note other than a Foreign Currency Note will be $1,000 and integral multiples of $1,000, while the minimum denominations of each Foreign Currency Note will be specified in the applicable Pricing Supplement.

              Book-Entry Notes may be transferred or exchanged only through the Depositary (defined below). See "—Book-Entry Notes." Registration of transfer or exchange of Certificated Notes will be made at the office or agency maintained by us 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 we 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).

              Any series of Notes may be listed on a securities exchange as indicated in the applicable Pricing Supplement.

              We may, within six months following the date of issue of a series of Notes, in order to create larger, more liquid issues and without the consent of the registered holders of the Notes, issue additional tranches of Notes having the same terms as previously issued Notes (other than the date of issuance, denomination size and the offering price, all of which may vary) that will form a single series with the previously issued Notes. We may only issue additional tranches of Notes if Allstate Life may issue supplemental Funding Agreements to us in accordance with the terms of the original Funding Agreement issued to the relevant series.

              We 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 "—Book-Entry Notes." In the case of Certificated Notes, we will make payments of principal of, and premium, if any, and interest and other amounts due and owing, if any, 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

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by us for this purpose in the Borough of Manhattan, The City of New York, currently the paying agency office of the Indenture Trustee located at 55 Water Street, 1st Floor, Jeanette Park Entrance, New York, New York 10041. We will make payments of interest and other amounts due and owing, if any, on the Maturity Date of a Certificated Note to the person to whom payment of the principal thereof and premium, if any, thereon shall be made. We will make payments of interest and other amounts due and owing, if any, on a Certificated 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 Note Register. Notwithstanding the foregoing, we 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 Certificated 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 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); provided, further, that, with respect to Notes as to which LIBOR is an applicable Interest Rate Basis, the day must also be a London Banking Day (as defined below). "London Banking Day" means a day on which commercial banks are open for business (including dealings in the LIBOR Currency (as defined below)) in London.

              "Principal Financial Center" means, as applicable:

              provided, however, that with respect to United States dollars, Australian dollars, Canadian dollars, Portuguese escudos, 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.

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 on payments on the Notes unless the withholding or deduction is required by law.

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              Unless we otherwise specify in the applicable Pricing Supplement, we 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 we so specify in the applicable Pricing Supplement, we will pay, or cause to be paid, Additional Amounts to non-U.S. Holders 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 holders 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:

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              The European Union is currently considering proposals for a new directive regarding the taxation of savings income. Subject to a number of important conditions being met, it is proposed that European Union Member States will be required to provide to the tax authorities of another European Union 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 European Union Member State, subject to the right of certain European Union Member States to opt instead for a withholding system for a transitional period in relation 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 European Union directive, no Additional Amounts shall by payable or paid by us.

Security; Limited Recourse

              The Notes will solely be the obligations of the relevant series of the Trust, and will not be guaranteed by any person, including but not limited to Allstate Life, any Agent, any of their affiliates or any other series of the Trust. Our obligations under each series of Notes will be secured by all of our rights and title in one or more Funding Agreements issued by Allstate Life and other rights and assets included in the applicable Collateral of the relevant series of the Trust.

              Since Allstate Life will be the sole obligor under the Funding Agreements, our ability to meet our obligations, and your ability to receive payments from us, 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 relevant series of the 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 us, our successors and our permitted assignees, but only with respect to the relevant series of the Trust. In connection with the offering and sale of a series of Notes, we will pledge, collaterally assign and grant a first priority perfected security interest in the Collateral for such series of Notes to the Indenture Trustee on behalf of the holder of Notes. 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.

Optional Redemption; No Sinking Fund

              If an Initial Redemption Date is specified in the applicable Pricing Supplement, we may redeem the particular series of Notes prior to its Stated Maturity Date at our 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. We must give written notice to the holders of the particular series of Notes to be redeemed at our option not more than 75 nor less than 30 calendar days prior 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

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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 Pricing Supplement.

Optional Tax Event Redemption

              If under the applicable Pricing Supplement we are required at any time to pay Additional Amounts or if we are 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 we 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 our 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, we will redeem the particular series of Notes for the outstanding principal of and any accrued but unpaid interest on their Notes, or such other amount which is specified in the Pricing Supplement for such Notes by giving not less than 30 and no more than 75 days prior written notice to the holders of Notes, provided that no such notice of termination may be given earlier than 90 days prior to the earliest day when we would become obligated to pay such Additional Amounts were a payment in respect of the Notes then due.

Repayment at the Option of the Holder

              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 upon the death of a holder of such Notes. If one or more series of Notes provides for such optional redemption, the persons designated in the applicable Pricing Supplement may require us 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. Exercise of the repayment option will be irrevocable. For a discussion of the repayment of Discount Notes, see "—Discount Notes."

              If applicable, we will comply with the requirements of Section 14(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules promulgated thereunder, and any other securities laws or regulations in connection with any repayment of Notes at the option of the holders thereof.

Repurchase of Notes

              We or Allstate Life may at any time purchase Notes at any price or prices in the open market or otherwise. Notes so purchased by us or Allstate Life may, at our or Allstate Life's discretion, be held or resold and Notes purchased by us may be surrendered to the Indenture Trustee for cancellation.

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Interest

              Each interest-bearing series of Notes will bear interest from its date of issue at the rate per annum, in the case of Fixed Rate Notes, or pursuant to the interest rate formula, in the case of Floating Rate Notes, in each case as specified in the applicable Pricing Supplement, until the principal thereof is paid. We will make interest payments in respect of each series of Fixed Rate Notes and each series of Floating Rate 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 Fixed Rate Notes and each series of Floating Rate 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 Record Date (as defined below) and the related Interest Payment Date will be made on the Interest Payment Date immediately following the next succeeding Record Date to the registered holder on the next succeeding Record Date. The "Record Date" shall be the fifteenth calendar day, whether or not a Business Day, immediately preceding the related Interest Payment Date.

Fixed Rate Notes

              Interest on each series of Fixed Rate Notes will be payable on the date(s) specified in the applicable Pricing Supplement (each, an "Interest Payment Date" with respect to a series of Fixed Rate Notes) and on the Maturity Date. Interest on each series of Fixed Rate Notes 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 Fixed Rate Notes falls on a day that is not a Business Day, we 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 Floating Rate Notes will be determined by reference to the applicable Interest Rate Basis or Interest Rate Bases, which may, as described below, include:

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              The applicable Pricing Supplement will specify certain terms of the particular series of Floating Rate Notes, including:

              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 Floating Rate Notes. 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 Floating Rate Notes 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 Floating Rate Notes 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 Floating Rate Notes 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:

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              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 Floating Rate Notes is designated as a series of Floating Rate/Fixed Rate Notes, such series of Floating Rate Notes 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:

              If a series of Floating Rate Notes is designated as a series of Inverse Floating Rate Notes, such series of Floating Rate Notes 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 Floating Rate Notes 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 Pricing Supplement, the Interest Reset Dates will be, in the case of a series of Floating Rate Notes which reset:

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              If any Interest Reset Date for any series of Floating Rate Notes 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 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 Reset Date will be the immediately preceding Business Day.

              The interest rate applicable to a series of Floating Rate Notes 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 Floating Rate Notes 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 Floating Rate Note on which each Interest Reset Basis is determinable.

              The Indenture Trustee will be the "Calculation Agent", unless we otherwise specify 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

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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 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 Floating Rate Notes may also have either or both of the following if specified in the applicable Pricing Supplement:

              In addition to any Maximum Interest Rate that may apply to a series of Floating Rate Notes, 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.

              The applicable Pricing Supplement will specify the dates on which interest on a series of Floating Rate Notes is payable (each, an "Interest Payment Date" with respect to such series of Floating Rate Notes). Unless the Pricing Supplement indicates otherwise, 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, we will make the required payment of principal, premium, if any, and interest or other

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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, 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 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 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 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 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.

              "Eleventh District Cost of Funds Rate" means:

              "Federal Funds Rate" means:

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              "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:

              "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
360 - (D × M)		   × 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.

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Discount Notes

              We may from time to time offer 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."

Indexed Notes

              We may from time to time offer series of Notes ("Indexed Notes") with the amount of principal, premium and/or interest payable in respect thereof to be determined with reference to the price or prices of specified commodities or stocks, to the exchange rate of one or more designated currencies relative to an indexed currency or to other items, in each case as specified in the applicable Pricing Supplement. In certain cases, holders of a series of Indexed Notes may receive a principal payment on the Maturity Date that is greater than or less than the principal amount of such series of Indexed Notes depending upon the relative value on the Maturity Date of the specified indexed item. Information as to the method for determining the amount of principal, premium, if any, and/or interest, if any, payable in respect of a particular series of Indexed Notes, certain historical information with respect to the specified indexed item and any material tax considerations associated with an investment in the applicable series of Indexed Notes will be specified in the applicable Pricing Supplement. See also "Risk Factors."

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Amortizing Notes

              We may from time to time offer 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 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.

Specific Terms of a Series; Modification of General Terms

              We will add the specific terms of a series of Notes, including the specification and determination of one or more Interest Rate Bases, the calculation of the interest rate applicable to a series of Fixed Rated Notes or Floating Rate Notes, the Interest Payment Dates, the Stated Maturity Date, any redemption or repayment provisions or any other term relating thereto, and may modify or replace any of the information provided in this section in the applicable Pricing Supplement and each Note Certificate representing the Notes of such series.

Book-Entry Notes

              We have established a depositary arrangement with The Depository Trust Company (the "Depositary") with respect to the Notes issued in book-entry form (the "Book-Entry Notes"), the terms of which are summarized below. Any additional or differing terms of the depositary arrangement with respect to the Book-Entry Notes of a particular series will be described in the applicable Pricing Supplement.

              Upon issuance, all Book-Entry Notes of a series will be represented by one or more Global Securities. Each Global Security representing Book-Entry Notes will be deposited with, or on behalf of, the Depositary and will be registered in the name of the Depositary or a nominee of the Depositary. No Global Security may be transferred except as a whole by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or another nominee of the Depositary to a successor of the Depositary or a nominee of a successor to the Depositary.

              So long as the Depositary or its nominee is the registered holder of a Global Security, the Depositary or its nominee, as the case may be, will be the sole owner of the Book-Entry Notes represented thereby for all purposes under the Indenture. Except as otherwise provided below, the Beneficial Owners (defined below) of the Global Security representing Book-Entry Notes of a series will not be entitled to receive physical delivery of Certificated Notes and will not be considered the holders thereof for any purpose under the Indenture, and no Global Security representing Book-Entry Notes shall be exchangeable or transferable. Accordingly, each Beneficial Owner must rely on the procedures of the Depositary and, if that Beneficial Owner is not a Participant (defined below), on the procedures of the Participant through which that Beneficial Owner owns its interest in order to exercise any rights of a registered holder under the Indenture. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of securities in certificated form. Such limits and laws may impair the ability to transfer beneficial interests in a Global Security representing Book-Entry Notes.

              Each Global Security representing Book-Entry Notes of a series will be exchangeable for Certificated Notes of like tenor and terms and of differing authorized denominations in a like aggregate principal amount, only if (i) the Depositary notifies us that it is unwilling or unable to continue as Depositary for the Global Securities or we become aware that the Depositary has ceased to be a clearing agency registered under the Exchange Act and, in any such case we fail to appoint a

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successor to the Depositary within 60 calendar days, (ii) we, in our sole discretion, determine that the Global Securities shall be exchangeable for Certificated Notes or (iii) an Event of Default has occurred and is continuing with respect to the Notes under the Indenture.

              Upon any such exchange, such Certificated Notes shall be registered in the names of the Beneficial Owners of the Global Security representing Book-Entry Notes of such series, which names shall be provided by the Depositary's relevant Participants (as identified by the Depositary) to the Indenture Trustee.

              The following is based on information furnished by the Depositary:

              The Depositary will act as securities depository for the Book-Entry Notes. The Book-Entry Notes will be issued as fully registered securities registered in the name of Cede & Co. (the Depositary's partnership nominee). Each fully registered Global Securities representing Book-Entry Notes of a series will be deposited with the Depositary.

              The Depositary 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. The Depositary holds securities that its participants ("Participants") deposit with the Depositary. The Depositary also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants of the Depositary ("Direct Participants") include securities brokers and dealers (including the Agents), banks, trust companies, clearing corporations and certain other organizations. The Depositary is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the Depositary'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 ("Indirect Participants"). The rules applicable to the Depositary and its Participants are on file with the Securities and Exchange Commission.

              Purchases of Book-Entry Notes under the Depositary's system must be made by or through Direct Participants, which will receive a credit for such Book-Entry Notes on the Depositary's records. The ownership interest of each actual purchaser of each Book-Entry Note represented by a Global Security ("Beneficial Owner") is in turn to be recorded on the records of Direct Participants and Indirect Participants. Beneficial Owners will not receive written confirmation from the Depositary of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct Participants or Indirect Participants through which such Beneficial Owner entered into the transaction. Transfers of ownership interests in a Global Security representing Book-Entry Notes are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners of a Global Security representing Book-Entry Notes will not receive Certificated Notes representing their ownership interests therein, except in the event that use of the book-entry system for such Book-Entry Notes is discontinued as described above.

              To facilitate subsequent transfers, all Global Securities representing Book-Entry Notes which are deposited with, or on behalf of, the Depositary are registered in the name of the Depositary's nominee, Cede & Co. The deposit of Global Securities with, or on behalf of, the Depositary and their registration in the name of Cede & Co. effect no change in beneficial ownership. The Depositary has no knowledge of the actual Beneficial Owners of the Global Securities representing the Book-Entry Notes; the Depositary's records reflect only the identity of the Direct Participants to whose accounts such Book-Entry Notes are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers.

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              Conveyance of notices and other communications by the Depositary to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

              Neither the Depositary nor Cede & Co. will consent or vote with respect to the Global Securities representing the Book-Entry Notes. Under its usual procedures, the Depositary mails an Omnibus Proxy to a company as soon as possible after the applicable 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 applicable record date (identified in a listing attached to the Omnibus Proxy).

              Principal, premium, if any, and/or interest or other amounts, if any, payments on the Global Securities representing the Book-Entry Notes of a series will be made in immediately available funds to the Depositary. The Depositary's practice is to credit Direct Participants' accounts on the applicable payment date in accordance with their respective holdings shown on the Depositary's records unless the Depositary has reason to believe that it will not receive payment on such date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name", and will be the responsibility of such Participant and not of the Depositary, the Indenture Trustee or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and/or interest or other amounts, if any, to the Depositary is the responsibility of us and the Indenture Trustee, disbursement of such payments to Direct Participants shall be the responsibility of the Depositary, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct Participants and Indirect Participants.

              If applicable, redemption notices shall be sent to Cede & Co. If less than all of the Book-Entry Notes of a series are being redeemed, the Depositary's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

              A Beneficial Owner shall give notice of any option to elect to have its Book-Entry Notes repaid by us, through its Participant, to the Indenture Trustee, and shall effect delivery of such Book-Entry Notes by causing the Direct Participant to transfer the Participant's interest in the Global Security or Securities representing such Book-Entry Notes, on the Depositary's records, to the Indenture Trustee. The requirement for physical delivery of Book-Entry Notes in connection with a demand for repayment will be deemed satisfied when the ownership rights in the Global Security representing such Book-Entry Notes are transferred by Direct Participants on the Depositary's records.

              The Depositary may discontinue providing its services as securities depository with respect to the Book-Entry Notes at any time by giving reasonable notice to us or the Indenture Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Certificated Notes are required to be printed and delivered.

              We may decide to discontinue use of the system of book-entry transfers through the Depository (or a successor securities depository). In that event, Certificated Notes will be printed and delivered.

              The information in this section concerning the Depositary and the Depositary's system has been obtained from sources that we believe to be reliable, but neither we nor any Agent takes any responsibility for the accuracy thereof.

Covenants

              Under the Indenture, we have made 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

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compliance with conditions, performance of obligations and adherence to covenants under the Indenture. Among other covenants, we have agreed that we will not, so long as any Notes of any series are outstanding, and we will not permit any series of the Trust to, so long as any Notes issued by such series remain outstanding, except, in any case, as otherwise permitted by the Indenture, the Trust Agreement, the relevant Series Trust Agreement, or the relevant Funding Agreement:

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Events of Default

              The following will be Events of Default under the Notes of a particular series issued under this medium term note program:

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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 hereunder (each such series voting as a separate class) by notice in writing to us (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

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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 us, or if any Event of Default specified in the third bullet above that would cause any Funding Agreement securing the Notes of a series to become automatically and immediately due and payable occurs with respect to Allstate Life, then without any notice to us 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 were waived by us under the Indenture; and provided further that, if any Event of Default specified in the third or fifth bullets above shall have occurred and be continuing with respect to all series of Notes then outstanding, either the Indenture Trustee or the holder or holders of not less than 25% in aggregate principal amount of the Notes of all series then outstanding (treated as a single class) by notice in writing to us (and to the Indenture Trustee if given by such holder or holders), may declare the entire principal of, and premium on (if any), all the Notes of all series and the 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.

              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 (or all the Notes of all series if the second proviso of the preceding paragraph is applicable) 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, we 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 (or all the Notes of all series if the second proviso of the preceding paragraph is applicable) and the principal of and premium on (if any) any and all Notes of such series (or all the Notes of all series if the second proviso of the preceding paragraph is applicable) 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 (or all the Notes of all series if the second proviso of the preceding paragraph is applicable) 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 on (if any) the Notes of such series (or all the Notes of all series if the second proviso of the preceding paragraph is applicable) which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein, then and in every such case holders of a majority in aggregate principal amount of the Notes of such series then outstanding, each voting as a separate class (or all the Notes of all series, all voting as a single class, if the second proviso of the preceding paragraph is applicable), by written notice to us 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.

              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 with respect to any funds collected by the Indenture Trustee during such Event of Default, subject to the terms of the 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

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Agreement. In the absence of a contemporaneous event of default under any applicable Funding Agreement, we 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 Agreements, any related Support and Expenses Agreement and any other sources available to us may be insufficient to enable us to satisfy all of our 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.

Certain Rights of Holders

              The holder or holders of a majority in aggregate principal amount of the Notes of any series (with each series voting as a separate class) at the time outstanding shall have the right to 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:

              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 holder or holders of Notes.

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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 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 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 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 the 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.

Modifications and Amendments

              We and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental to the Indenture for one or more of the following purposes without the consent of any holders:

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              We shall advise all rating agencies that are then rating the program or any 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 Notes at the time outstanding of all series affected (voting as a single class), we 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 Notes of each such series; provided, that no such supplemental indenture shall:

Indenture Trustee

              Under the Indenture, if an Event of Default with respect to any 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 the 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.

              Except during the continuance of an Event of Default, the Indenture provides that 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 the Indenture.

              No provision of the 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:

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              The Indenture Trustee may resign at any time by giving not less than 90 days' prior written notice thereof to us and the holders of the affected 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 may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

              If at any time:

then, we (except upon the occurrence and during the continuation of an Event of Default) may remove the Indenture Trustee with respect to the applicable series of Notes and appoint a successor Indenture Trustee.

              In addition to the right of petition given to the resigning Indenture Trustee and the right of removal given to us pursuant to the two preceding paragraphs, 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 Indenture Trustee or the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee, as the case may be.

              Holders of a majority in aggregate principal amount of the Notes of each series at the time outstanding 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

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Indenture Trustee so removed, to the successor Indenture Trustee so appointed and to us the evidence required for such action by the Indenture.

Meetings of Holders

              A Meeting of holders of Notes of any series may be called at any time and from time to time pursuant to the Indenture 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 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 any 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 Indenture) is located. Notice of every meeting of such holders of Notes of any 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 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 the Indenture or the Notes, other than as described below, none of Allstate Life, its officers, directors, affiliates, employees or agents or any of our trustees, beneficial owners or agents, or any of their respective officers, directors, affiliates, employees or agents, all of whom we refer to collectively 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 on such series of Notes will be limited solely to a proceeding against the relevant Collateral.

              Neither 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 any other series of the Trust to enforce the relevant series of Notes (except that to the extent they exercise their rights, if any, to seize the Funding Agreement, they may enforce the Funding Agreement against Allstate Life) or for any deficiency judgment remaining after foreclosure of any property included in the Collateral. However, this will not 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 assets of the relevant series of the Trust of the liens, assignments, rights and security interests created by the Indenture, the Collateral or any other instrument or agreement evidencing, securing or relating to the indebtedness or the obligations evidenced by the Notes. The holders of Notes are not precluded from foreclosing upon any property included in the Collateral or from any other rights or remedies in law or in equity against the assets of the relevant series of the Trust.

Notices

              All notices regarding Notes will be mailed to the registered owners thereof as their names appear in the note register maintained by the Indenture Trustee.

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Governing Law; Submission to Jurisdiction

              The Indenture and the Notes of each series shall (unless specified otherwise in any Pricing 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 relevant series of the Trust 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 us, any series of the Trust, or the Indenture Trustee arising out of or relating to the Indenture, any Note or any portion of the Collateral may be brought in a United States federal court located in New York City, the Borough of Manhattan, provided that the Pricing Supplement for any series of Notes may specify other jurisdictions as to which we may consent to the nonexclusive jurisdiction of its courts with respect to such series of Notes.

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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 is directed to prospective purchasers who are United States residents and, with respect to Foreign Currency Notes, is by necessity incomplete. We 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—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, we are obligated to make payments of principal of, and premium, if any, and interest, if any, on, a Foreign Currency Note in the Specified Currency. Any amounts so payable by us 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 us 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 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 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 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 Record Date or at least twelve calendar days prior to the Maturity Date, as the case may be,

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and the Depositary will notify the Indenture Trustee of that election on or prior to the fifth Business Day after the applicable 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.

              We 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 Notes—General." We 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 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." We 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 us 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 our control, we will be entitled to satisfy our 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 non-New York state court would follow the same rules and procedures with respect to conversions of foreign currency judgments.

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              We will indemnify the registered holder of any Note 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:

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DESCRIPTION OF THE FUNDING AGREEMENTS

              In this section we provide 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. Capitalized terms used in this summary have the same meanings as those used in the Funding Agreements unless the context otherwise requires.

General

              Funding agreements are unsecured obligations of insurance companies. In connection with each issue of Notes, we will purchase one or more Funding Agreements from Allstate Life. We will grant a security interest in, pledge and collaterally assign each such Funding Agreement to the Indenture Trustee as collateral to secure our obligations under the applicable series of Notes.

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 of "policyholders... covered under insurance policies and insurance contracts issued by the company" 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 insolvency counsel of Allstate Life, has opined that, although the matter is by no means free from doubt, subject to the limitations, qualifications and assumptions set forth in its opinion letter, in a properly prepared and presented case, a court applying Illinois law should conclude that each Funding Agreement is properly characterized as an "annuity" under the Illinois Insurance Code; and, in a delinquency proceeding under the Illinois Insurance Code, the timely and properly filed claims of an owner under the Funding Agreement are entitled to distribution pari passu with claims made by Allstate Life's other policyholders, beneficiaries and insureds under insurance policies and insurance contracts 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 the Liquidation Act; and that an owner's claim under the Funding Agreement would not be recharacterized as other than the claims of a policyholder, beneficiary or insured under an insurance policy or insurance contract.

              The term "annuity" is used in several sections of the Illinois Insurance Code but is not defined therein. In the absence of any controlling judicial precedents, such opinion is based upon a reasoned application of judicial decisions involving similar or analogous circumstances. Investors should note, however, that, in the event of the insolvency of an insurance company, the judicial analysis of issues relating to the distribution of its general assets has typically proceeded on a case-by-case basis.

Payments and Payments of Additional Amounts

              Under the terms of each Funding Agreement securing our obligations under a series of Notes, Allstate Life will be obligated to make payments in the amounts necessary to permit us to meet in full our scheduled payment obligations under the applicable series of Notes.

              Unless otherwise specified in the applicable Pricing Supplement, we will not pay any Additional Amounts to holders of the Notes 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 Pricing Supplement specifies that we will pay Additional Amounts to holders of the Notes, the relevant Funding Agreement will provide that Allstate Life will make payments to us in the amounts necessary to permit us to pay Additional Amounts, if any, required to be paid to holders of the particular series of Notes.

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Optional Tax Event Redemption

              If the applicable Pricing Supplement so specifies, the Funding Agreement will provide that upon the occurrence of a Tax Event, Allstate Life may terminate the relevant Funding Agreement by giving not less than 30 and no more than 75 days prior written notice to us and by paying to us the outstanding principal of and accrued but unpaid interest on the Notes or such other amount as is specified in the Pricing Supplement for such Notes, provided that no such notice of termination may be given earlier than 90 days prior to the earliest day when Allstate Life would become obligated to pay any Additional Amounts were a payment in respect of the Funding Agreement then due.

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, fifth, sixth, seventh and eighth bullets above), the owner of the Funding Agreement may, by written notice to Allstate Life, declare the principal plus accrued but unpaid interest for 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, 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 owner 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 of Allstate Life and the Owner of the Funding Agreement

              Allstate Life will make a representation in each Funding Agreement regarding its financial strength ratings by one or more of Standard & Poor's, Moody's and A. M. Best as of the date of such Funding Agreement. The rating by any rating agency of the financial strength of Allstate Life does not mean that such rating agency will rate the related series of Notes. Only the applicable Pricing Supplement will specify whether a particular series of Notes has been rated.

              We and Allstate Life will also represent and warrant to each other in each Funding Agreement as follows:

Restrictions on Transfer

              Each Funding Agreement will contain provisions prohibiting the owner of the Funding Agreement from transferring or assigning the Funding Agreement or any right to receive payments under the Funding Agreement to any other person 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.

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Supplemental Funding Agreements

              Within six months of the date of issue of any Funding Agreement, Allstate Life may issue to us one or more additional Funding Agreements and may provide in any such additional Funding Agreement that such additional Funding Agreement shall constitute part of the same obligation of Allstate Life as the initial Funding Agreement (any such additional Funding Agreement, a "Supplemental Funding Agreement"), and such Supplemental Funding Agreement shall be subject to the same terms and conditions as the initial Funding Agreement (including those set forth in the applicable Funding Agreement Pricing Annex), except that the effective date, the deposit amount, the principal amount and the amount of the first interest payment, if any, may be different with respect to such Supplemental Funding Agreement; provided that the issuance of such Supplemental Funding Agreement satisfies the conditions of Treasury Regulation §1.1275-2(k)(2)(ii) and constitutes a "Qualified Reopening" under Treasury Regulation §1.1275-2(k)(3)(ii) without regard to subparagraph (A) thereof.

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.

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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"), our assets 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 us 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) the relevant series of the 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 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

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example, if either we or Allstate Life are 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 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 we or any of our 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 (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.

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              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 the relevant series of the 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 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. 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 series of the Trust, the sale of Notes 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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UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

              In this section we provide a summary of 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.

              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 not a U.S. Holder.

Classification of the Issuer and Notes

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

              Allstate Life and we, generally and with respect to each series of the Trust, will treat the Notes as indebtedness of Allstate Life for all United States Federal income tax purposes. Each holder of Notes, by acceptance of such Notes, will be deemed to have agreed to treat the Notes as indebtedness of Allstate Life for all United States Federal income tax purposes. 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

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IRS. Accordingly, 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 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

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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 and Indexed Notes ("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 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

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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 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

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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 us 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:

              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.

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              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 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.

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              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) or retirement 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 or retirement (other than amounts representing accrued and unpaid interest) 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 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.

              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

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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 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

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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.

              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.

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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 State 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 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 disposition of a Note, provided:

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              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 30% (which rate is scheduled to be reduced gradually to 28% by 2006) 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 30% (which rate is scheduled to be reduced gradually to 28% by 2006) 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

              We are offering the Notes on a continuous basis for sale to or through Merrill Lynch, Pierce, Fenner & Smith Incorporated and other agents we may appoint from time to time (the "Agents"). The Agents, individually or in a syndicate, may purchase Notes, as principal, from us 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, we may agree with an Agent for that Agent to utilize its reasonable efforts on an agency basis on our behalf to solicit offers to purchase Notes at 100% of the principal amount thereof, unless otherwise specified in the applicable Pricing Supplement. We will pay a commission to an Agent, ranging from 0% to    •    % of the principal amount of each Note, depending upon its stated maturity, sold through that Agent as our agent. Unless we otherwise provide in the applicable Pricing Supplement, we will negotiate commissions with respect to Notes with stated maturities in excess of 30 years that are sold through an Agent as our agent at the time of the related sale. The Notes may be sold to institutional, retail, United States, foreign and other investors.

              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 us 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 (in the case of Notes to be resold on a fixed offering price basis), the concession and the reallowance may be changed.

              We reserve the right to modify the offer made hereby without notice and may reject offers in whole or in part (whether placed directly by us 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 will not have an established trading market. The Notes may 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 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 referred to 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 we nor any Agent makes 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 we nor any Agent makes any representation that the

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Agents will engage in any such transactions or that such transactions, once commenced, will not be discontinued without notice.

              The Agents may be deemed to be "underwriters" within the meaning of the Securities Act. We and Allstate Life have agreed to indemnify the Agents against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Agents may be required to make in respect thereof.

              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 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.


EXPERTS

              The consolidated financial statements and the related consolidated financial statement schedules incorporated in this Prospectus by reference from the Allstate Life Insurance Company registration statement on Form 10 filed April 24, 2002 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated in this Prospectus 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, 2002 and 2001; June 30, 2002 and 2001; and September 30, 2002 and 2001 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, 2002; June 30, 2002; and September 30, 2002 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 of 1933 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 Act.

71


Allstate Life Global Funding

Senior Secured Medium Term Notes

P R O S P E C T U S

Merrill Lynch & Co.

November     •    , 2002


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

              The following table sets forth the estimated expenses to be incurred in connection with the offering described in these registration statements:

Securities and Exchange Commission registration fee   $ 276,000
Blue Sky Filing and Counsel Fees     *
Fees and expenses of Trustee     *
Printing Registration Statements, Prospectus and other documents     *
Accountants' fees     *
Rating Agencies' fees     *
Miscellaneous expenses     *
   
  Total   $ *
   

*  To be provided by amendment.

Allstate Life Insurance Company

              Under Section 8.75 of the Illinois Business Corporation Act of 1983, Allstate Life 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, or serving or having served at the request of Allstate Life 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 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 provides that Allstate Life 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, 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 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 before such date. Article IV of the bylaws of The Allstate Corporation provides similar rights of

II-1


indemnification to all directors, former directors, officers and former officers of Allstate Life, as a subsidiary of The Allstate Corporation.

              The directors and officers of Allstate Life 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.

Allstate Life Global Funding

              Allstate Life has agreed, pursuant to the Support and Expenses Agreement, to pay certain costs and expenses related to the offering, sale and issuance of any series of Notes by us. We have agreed, pursuant to the 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 rights and/or performance of the Administrator's duties by the Administrator or its agents and employees pursuant to the Administrative Services Agreement. We have 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 or any other agreements to which we are a party or to which we become a party.

              None.


Exhibit No.
   Description
1.1   Form of Distribution Agreement.
1.2   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).
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).
3.3   Certificate of Trust of Allstate Life Global Funding, dated as of June 24, 2002.
4.1   Trust Agreement, dated as of June 24, 2002, between Wilmington Trust Company and AMACAR Pacific Corp.
4.2   Form of Amended and Restated Trust Agreement to be entered into between Wilmington Trust Company and AMACAR Pacific Corp.
4.3   Form of Indenture to be entered into between Allstate Life Global Funding and Bank One, National Association.
4.4   Form of Global Security.
4.5   Form of Definitive Security.
5.1*   Opinion of Counsel of Allstate Life Insurance Company.
5.2*   Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
5.3*   Opinion of Richards, Layton & Finger, P.A.
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.

II-2

10.2   Support and Expenses Agreement, dated as of June 27, 2002, between Allstate Life Global Funding and Allstate Life Insurance Company.
10.3   Administrative Services Agreement, dated as of June 27, 2002, between Allstate Life Global Funding and AMACAR Pacific Corp.
10.4   Form of Amended and Restated Administrative Services Agreement to be entered into between Allstate Life Global Funding and AMACAR Pacific Corp.
10.5*   Name Licensing Agreement between Allstate Life Global Funding and Allstate Insurance Company.
10.6   Indemnity Agreement, dated as of June 24, 2002, 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. (Included in Exhibits 5.2 and 8).
23.4*   Consent of Lord, Bissel & Brook.
23.5   Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.3).
25   Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Bank One, National Association, Trustee.

*  To be filed by amendment or by a report on Form 8-K pursuant to Item 601 of Regulation S-K.

              (a)  The undersigned registrants hereby undertake:

II-3

              (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 these registration statements 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 Securities Act of 1933.

              (d)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors and officers 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 or officer in the successful defense of any action, suit or proceeding) is asserted by such director or officer 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.

II-4


SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, as amended, Allstate Life Global Funding 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 November 22, 2002.

    ALLSTATE LIFE GLOBAL FUNDING

 
 
By:
 
AMACAR Pacific Corp., not in its individual capacity, but solely as Administrator

 
 
By:
 
/s/  DOUGLAS K. JOHNSON      
Name: Douglas K. Johnson
Title: President

II-5

              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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Northbrook, and State of Illinois, on November 22, 2002.

    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 Steven E. Shebik, Kevin R. Slawin, Michael J. Velotta and Casey J. Sylla 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 registration statement has been signed on November 22, 2002 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/  MARGARET G. DYER      
Margaret G. Dyer
 
Senior Vice President and Director of Allstate Life

/s/  MARLA FRIEDMAN      
Marla Friedman
 
Senior Vice President and 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

 
 
 

II-6


/s/  J. KEVIN MCCARTHY      
J. Kevin McCarthy
 
Senior Vice President and Director of Allstate Life

/s/  ROBERT W. PIKE      
Robert W. Pike
 
Director of Allstate Life

/s/  SAMUEL H. PILCH      
Samuel H. Pilch
 
Group Vice President Controller and Director of Allstate Life

/s/  MICHAEL J. ROCHE      
Michael J. Roche
 
Senior Vice President and Director 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

II-7


EXHIBIT INDEX

Exhibit No.
   Description
1.1   Form of Distribution Agreement.
1.2   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).
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).
3.3   Certificate of Trust of Allstate Life Global Funding, dated as of June 24, 2002.
4.1   Trust Agreement, dated as of June 24, 2002, between Wilmington Trust Company and AMACAR Pacific Corp.
4.2   Form of Amended and Restated Trust Agreement to be entered into between Wilmington Trust Company and AMACAR Pacific Corp.
4.3   Form of Indenture to be entered into between Allstate Life Global Funding and Bank One, National Association.
4.4   Form of Global Security.
4.5   Form of Definitive Security.
5.1*   Opinion of Counsel of Allstate Life Insurance Company.
5.2*   Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
5.3*   Opinion of Richards, Layton & Finger, P.A.
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.
10.2   Support and Expenses Agreement, dated as of June 27, 2002, between Allstate Life Global Funding and Allstate Life Insurance Company.
10.3   Administrative Services Agreement, dated as of June 27, 2002, between Allstate Life Global Funding and AMACAR Pacific Corp.
10.4   Form of Amended and Restated Administrative Services Agreement to be entered into between Allstate Life Global Funding and AMACAR Pacific Corp.
10.5*   Name Licensing Agreement between Allstate Life Global Funding and Allstate Insurance Company.
10.6   Indemnity Agreement, dated as of June 24, 2002, 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 Allstate Life Insurance Company (included in Exhibit 5.1).
23.3   Consents of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (Included in Exhibits 5.2 and 8).
23.4*   Consent of Lord, Bissel & Brook.
23.5   Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.3).
25   Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Bank One, National Association, Trustee.

*  To be filed by amendment or by a report on Form 8-K to Item 601 of Regulation S-K.

II-8



QuickLinks

EXPLANATORY NOTE
Table of Contents
FORWARD-LOOKING STATEMENTS
AVAILABLE INFORMATION
INCORPORATION OF DOCUMENTS BY REFERENCE
RISK FACTORS
DESCRIPTION OF THE ISSUER
DESCRIPTION OF ALLSTATE LIFE
RATIO OF EARNINGS TO FIXED CHARGES
USE OF PROCEEDS
DESCRIPTION OF THE NOTES
SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES
DESCRIPTION OF THE FUNDING AGREEMENTS
ERISA CONSIDERATIONS
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
PLAN OF DISTRIBUTION
LEGAL OPINIONS
EXPERTS
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
EXHIBIT INDEX


                                                                     EXHIBIT 1.1

                          ALLSTATE LIFE GLOBAL FUNDING

                                 $3,000,000,000

                            MEDIUM-TERM NOTE PROGRAM

                             DISTRIBUTION AGREEMENT


                                                               ___________, 2002

Merrill Lynch, Pierce, Fenner & Smith
        Incorporated
[OTHER AGENTS]


Dear Sirs:

     Allstate Life Global Funding, a Delaware statutory trust (the "TRUST")
formed pursuant to a Trust Agreement, dated June 24, 2002 (the "TRUST
AGREEMENT"), as amended or modified from time to time, between Wilmington Trust
Company, as Delaware trustee (the "DELAWARE TRUSTEE"), and AMACAR Pacific Corp.,
as trust beneficial owner (the "TRUST BENEFICIAL OWNER"), in connection with the
Allstate Life Global Funding Medium-Term Note Program (the "PROGRAM"),
individually and through each series of the Trust (the Trust with respect to
each series of the Trust, a "SERIES TRUST") formed pursuant to a Series Trust
Supplement (each a "SERIES TRUST SUPPLEMENT") between the Delaware Trustee and
the Trust Beneficial Owner, confirm 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 by the Trust of notes due
nine months or more from the date of issuance (the "NOTES"). As of the date
hereof, the Trust has authorized the issuance and sale from time to time by the
Trust in series of up to U.S. $3,000,000,000 aggregate initial offering price of
Notes (or its equivalent as determined in Section 4(p)). The Notes are to be
issued pursuant to an Indenture dated [______], as amended or modified from time
to time, between Bank One, National Association, as Indenture Trustee (the
"INDENTURE TRUSTEE") and the Trust (the "INDENTURE"). The Trust will use the
proceeds from the sale of the Notes to purchase one or more funding agreements
(each a "FUNDING AGREEMENT") from Allstate Life Insurance Company, an Illinois
stock life insurance company (the "Company"). The Notes will be secured by the
Funding Agreement(s) which will be assigned by the Trust with respect to each
series of Notes to the Indenture Trustee on behalf of the holders of the Notes
of each applicable series of Notes pursuant to the Indenture. In connection with
the sale of Notes, the Trust will prepare a Pricing Supplement (the "PRICING
SUPPLEMENT") including or incorporating by reference a description of the terms
of the Notes, the terms of the offering and a description of the Series Trust
through which such Notes are being issued.



     The Agents include those institutions named from time to time in SCHEDULE 1
hereto and any institution appointed as an Agent pursuant to Section 18 below.
If any institution is appointed as an Agent only with respect to a particular
series of Notes of the Trust, such institution shall only be an Agent with
respect to such series of Notes of the Trust.

     This Agreement specifies the terms and conditions on which Notes may be
sold by the 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 the Trust in soliciting offers for the purchase of Notes and (iii) to such
other investors in compliance with all applicable securities laws as the 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 (as
amended, if applicable, the "FORM 10") under the 1934 Act. The Company has filed
with the Commission a registration statement on Form S-3 (No. 333-________) and
pre-effective amendment[s] no[s]. ___ thereto (as amended, if applicable, the
"S-3 REGISTRATION STATEMENT") for the registration of Funding Agreements by the
Company under the Securities Act of 1933, as amended (the "1933 ACT"), and the
Trust has filed with the Commission a Registration Statement on Form S-1 (No.
333-_______) and pre-effective amendment[s] no[s]. ___ thereto (as amended, if
applicable, the "S-1 REGISTRATION STATEMENT") for the registration of Notes by
the Trust under the 1933 Act, 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 S-1 Registration Statement, S-3 Registration Statement
and Form 10 have been declared effective by the Commission and the Indenture has
been duly qualified under the Trust Indenture Act of 1939, as amended (the "1939
ACT"), and the Trust has filed such post-effective amendments thereto as may be
required prior to the Trust's acceptance of any offer for the purchase of Notes
and each such post-effective amendment has been declared effective by the
Commission. The Form 10, the S-1 Registration Statement and the S-3 Registration
Statement are collectively referred to as the "REGISTERED DOCUMENTS"; and 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 "S-3 Registration
Statement", the "Form 10" 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 the Trust of an offer for the purchase of Notes; provided,
further, that if the Company or the Trust 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 "S-1
Registration Statement" and the "S-3 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 S-1
Registration Statement and S-3 Registration Statement became effective and any
prospectus furnished by the Company or Trust after the S-1 Registration
Statement and S-3 Registration Statement became effective and before any
acceptance by the Trust of an offer for the purchase of 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 S-1 Registration Statement, S-3
Registration Statement, Prospectus or preliminary prospectus or to

                                        2


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 Form 10, 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 Form
10, Prospectus or preliminary prospectus, as the case may be; and all references
in this Agreement to amendments or supplements to the Form 10, 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 Form 10, Prospectus
or preliminary prospectus, as the case may be.

SECTION 1. APPOINTMENT AS AGENT.

     (a)  APPOINTMENT. Subject to the terms and conditions stated herein, the
Trust hereby agrees that Notes will be sold to or through the Agents pursuant to
the terms of this Agreement. The Trust agrees that it will not appoint any other
agents to act on its behalf or to assist it, 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, the 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 Section 4(l),
the Trust agrees that it hereby appoints only Merrill Lynch, Pierce, Fenner &
Smith Incorporated (the "Retail Agent") to act on the Trust's behalf or to
assist the Trust in connection with transactions in which the sale of Notes will
be targeted to retail purchasers.

     (b)  SALE OF NOTES. The 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 S-1 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 S-1 Registration Statement.

     (c)  PURCHASES AS PRINCIPAL. The Agents shall not have any obligation to
purchase Notes from the Trust as principal. However, absent an agreement by and
between the Trust and an Agent for such Agent to act as an agent for the Trust,
such Agent shall be deemed to be acting as principal in connection with any
offering of Notes by the Trust. Accordingly, the Agents, individually or in a
syndicate, may agree from time to time to purchase Notes from the Trust as
principal for resale to investors determined by such Agents. Any purchase of
Notes from the 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 and the Trust,
then such Agent, acting solely as an agent for the Trust and not as principal,
will solicit offers for the purchase of Notes. Such Agent will communicate to
the 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

                                        3


breach of its agreement contained herein. The 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 the 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 the Trust. Such Agent shall not have any liability
to the Trust in the event that any such purchase is not consummated for any
reason. If the 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 the Trust, then (i) the Trust shall hold such Agent harmless against
any loss, claim or damage arising from or as a result of such default by the
Trust and (ii) the Trust shall be responsible to pay to such Agent any
commission to which such Agent would otherwise be entitled absent such default.

     (e)  RELIANCE. The Trust and Agents agree that any Notes purchased from the
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 the Trust shall be placed by
such Agent, in reliance on the representations, warranties, covenants and
agreements of the Trust contained herein and on the terms and conditions and in
the manner provided herein.

SECTION 2. REPRESENTATIONS AND WARRANTIES.

     (a)  The Trust represents and warrants to each Agent as of the date hereof,
as of the date of each acceptance by the 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 to such Agent as
principal is referred to herein as a "SETTLEMENT DATE"), and as of any time that
the Registered Documents 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 FORMATION AND GOOD STANDING OF THE TRUST. The Trust is a
     statutory trust, duly formed under Delaware law pursuant to the 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. Each Series Trust
     which has been formed has been, and each Series Trust which will be formed
     will be, created as an additional and separate series of beneficial
     interest in the Trust pursuant to Sections 3804 and 3806(b)(2) (or any
     successor statutes) of the Delaware Statutory Trust Act.

          (ii)   REGISTRATION STATEMENT AND PROSPECTUS; FILING STATUS. The Trust
     meets the requirements for use of Form S-1 under the 1933 Act; the S-1
     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 S-1 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 Trust, are contemplated by the Commission, and any request
     on the part of the Commission for additional information has been complied
     with; the Indenture has been duly qualified under the 1939 Act; at the
     respective times that the S-1 Registration Statement (including any Rule
     462(b) Registration Statement) and any post-effective amendment thereto
     became effective and at each Representation Date, the S-1 Registration
     Statement

                                        4


     (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 to
     be stated therein or necessary to make the statements therein not
     misleading; each preliminary prospectus and Prospectus filed as part of the
     S-1 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 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
     S-1 Registration Statement or the Prospectus made in reliance upon and in
     conformity with information furnished to the Trust in writing by the
     applicable Agents concerning such Agents expressly for use in the S-1
     Registration Statement or the Prospectus or (ii) the parts of the S-1
     Registration Statement which constitute the Statement of Eligibility and
     Qualification (Form T-1) of the 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 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 the 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
     Form 10, the Registration Statement and the Prospectus are independent
     public accountants to the extent required by the 1933 Act and the 1933 Act
     Regulations.

          (v)    TRUST FINANCIAL STATEMENTS. The consolidated financial
     statements of the Trust, 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 the Trust at the

                                        5


     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 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 S-1 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 the Trust or on the power or ability of the
     Trust to perform its obligations under this Agreement, the Indenture, the
     Trust Agreement, any Series Trust Supplement, any Funding Agreement, the
     Amended and Restated Administrative Services Agreement (the "ADMINISTRATION
     AGREEMENT"), dated -, 2002, as amended or modified from time to time,
     between the Delaware Trustee, on behalf of the Trust, and AMACAR Pacific
     Corp., as administrator (the "ADMINISTRATOR"), or the Notes or to
     consummate the transactions to be performed by it as contemplated in the
     Prospectus (a "TRUST MATERIAL ADVERSE EFFECT") and (2) there have been no
     transactions entered into by the Trust, other than those in the ordinary
     course of business, which are material with respect to the Trust.

          (vii)  AUTHORIZATION OF THIS AGREEMENT, EACH FUNDING AGREEMENT, THE
     TRUST AGREEMENT, EACH SERIES TRUST SUPPLEMENT, THE INDENTURE,
     ADMINISTRATION AGREEMENT AND NOTES. This Agreement, each relevant Funding
     Agreement, the Indenture, the Trust Agreement, each Series Trust Supplement
     and the Administration Agreement have been duly authorized, executed and
     delivered by the Trust and this Agreement, each relevant Funding Agreement,
     the Trust Agreement, each Series Trust Supplement, the Administration
     Agreement and the Indenture will each be a valid and legally binding
     agreement of the Trust enforceable against the 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 the 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 the Trust, enforceable against the 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

                                        6


     Indenture; and each holder of Notes will be entitled to the benefits set
     forth in the Indenture.

          (viii) ABSENCE OF DEFAULTS AND CONFLICTS. The 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 the Trust is a party or by which it
     may be bound or to which any of the property or assets of the Trust is
     subject (the "TRUST AGREEMENTS AND INSTRUMENTS"), except for such
     violations or defaults that would not result in a Trust Material Adverse
     Effect; and the execution, delivery and performance of this Agreement, the
     Indenture, the Notes, the Trust Agreement, each Series Trust Supplement,
     each Funding Agreement, the Administration Agreement and any other
     agreement or instrument entered into or issued or to be entered into or
     issued by the 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 and the use of
     proceeds therefrom as described in the Prospectus) (collectively, the
     "PROGRAM DOCUMENTS") and the compliance by the Trust with its obligations
     hereunder and under the 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 the
     Trust under, or result in the creation or imposition of any lien, charge or
     encumbrance upon any assets, properties or operations of any Series Trust
     or the Trust pursuant to, any Trust Agreements and Instruments, nor will
     such action result in any violation of the Trust's certificate of trust,
     the Trust Agreement or any Series Trust Supplement which may reasonably be
     expected to result in a Trust Material Adverse Effect and the 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 the Trust or any of its assets, properties or operations,
     except for such defaults which would not reasonably be expected to result
     in a Trust 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
     the Trust threatened, against or affecting the Trust which is required to
     be disclosed in the S-1 Registration Statement and the Prospectus (other
     than as stated therein), or which may reasonably be expected to result in a
     Trust Material Adverse Effect, or which may reasonably be expected to
     materially and adversely affect the assets, properties or operations
     thereof, the performance by the Trust 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 Trust is a party or
     of which any of its assets, properties or operations is the subject which
     are not described in the S-1 Registration Statement and the Prospectus,
     including ordinary routine litigation incidental

                                        7


     to the business, may not reasonably be expected to result in a Trust
     Material Adverse Effect.

          (x)    POSSESSION OF LICENSES AND PERMITS. The 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; the 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, result in a 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 a Trust Material Adverse Effect; and the
     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 a Trust Material Adverse Effect.

          (xi)   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 Trust of the Program Documents or for the performance by
     the Trust of the transactions contemplated in the Program Documents, except
     such as have been previously made, obtained or rendered, as applicable.

          (xii)  INVESTMENT COMPANY ACT. The Trust is not, and upon the sale of
     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 Program 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
     McEvan-Hill Companies (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 the Company or the Trust 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)  ADDITIONAL CERTIFICATIONS. Any certificate signed by any officer of
the 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 the
Trust 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.

                                        8


SECTION 3. PURCHASES AS PRINCIPAL; SOLICITATIONS AS AGENT; OTHER SALES.

     (a)  PURCHASES AS PRINCIPAL. Notes purchased from the 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 the Trust, on the
other hand, (which terms, unless otherwise agreed, shall, to the extent
applicable, include those terms specified in EXHIBIT A hereto and shall be
agreed upon orally, with written confirmation prepared by such Agent(s) and
mailed to the Trust). 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 the 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 agreement of one or more Agents to
purchase Notes from the Trust as principal. Each 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 2 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 the Trust, on one hand, and two or more Agents, on the other hand, enter
into an agreement pursuant to which such Agents agree to purchase Notes from the
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 the 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 S-1 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 the Trust, on

                                        9


one hand, and an Agent, on the other hand, such Agent, as an agent of the Trust,
will use its reasonable efforts to solicit offers for the purchase of Notes upon
the terms set forth in the Prospectus. 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 Trust and the Company. 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 Trust, on one hand, and such Agent, on the
other hand.

     The 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 the Trust, commencing at any time for any period of time or permanently. As
soon as practicable after receipt of instructions from the Trust, such Agent
will suspend solicitation of offers for the purchase of Notes from the Trust
until such time as the Trust has advised such Agent that such solicitation may
be resumed.

     The Trust agrees to pay the Agent, as consideration for soliciting offers
to purchase Notes as an agent of the Trust, a commission, in the form of a
discount, equal to the applicable percentage of the principal amount of each
Note sold by the Trust as a result of any such solicitation made by such Agent,
as set forth in SCHEDULE 2 hereto.

     (c)  ADMINISTRATIVE PROCEDURES. The purchase price, interest rate or
formula, maturity date and other terms of the Notes, specified in EXHIBIT A
hereto (as applicable) shall be agreed upon between the 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 the Trust, the Agent(s), the Administrator and the Indenture Trustee.
The Agents and Trust agree to perform and the Trust agrees to cause the Company,
the 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. The Trust acknowledges 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(k) and 4(l), the Trust reserves the right, to be exercised in its sole
discretion, to sell Notes, in compliance with all applicable securities laws, to
other investors without the assistance of any Agent.

SECTION 4. COVENANTS OF THE TRUST.

     The Trust covenants and agrees with each Agent as follows:

     (a)  NOTICE OF CERTAIN EVENTS. The Trust with respect to the S-1
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 S-1 Registration Statement or the filing of any amendment or
supplement to the Prospectus (other than any amendment or

                                       10


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 S-1 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 S-1 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 S-1
Registration Statement, the Trust 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 Trust 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 S-1
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
S-1 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 S-1 REGISTRATION STATEMENT. The Trust has furnished to
the Agents and to counsel for the Agents, without charge, signed and conformed
copies of the S-1 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 S-1 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. The Trust will deliver to each Agent,
without charge, as many copies of each preliminary prospectus as such Agent may
reasonably request, and the Trust hereby consents to the use of such copies for
purposes permitted by the 1933 Act. The Trust 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)  DELIVERY OF THE FORM 10. The Trust has caused the Company to furnish
to the Agents and to counsel for the Agents, without charge, signed and
conformed copies of the Form 10 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
Form 10 and each amendment thereto furnished to the Agents will be identical in
all

                                       11


material respects to any electronically transmitted copies thereof filed with
the Commission pursuant to EDGAR, except to the extent permitted by Regulation
S-T.

     (f)  PREPARATION OF PRICING SUPPLEMENTS. The Trust 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. The Trust 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 Trust's acceptance of the offer for the purchase of
such Notes and will file such Pricing Supplement pursuant to Rule 424(b)(3)
under the 1933 Act.

     (g)  REVISIONS OF PROSPECTUS -- MATERIAL CHANGES. Except as otherwise
provided in Section 4(n), 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 Trust, to amend the
S-1 Registration Statement in order that the S-1 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 S-1 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 Trust 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 Trust 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 S-1
Registration Statement and Prospectus comply with such requirements, and the
Trust 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
Trust 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.

     (h)  PERIODIC FINANCIAL INFORMATION. Except as otherwise provided in
Section 4(n), 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
the Trust 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
Trust shall, and the Trust 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.

     (i)  AUDITED FINANCIAL INFORMATION. Except as otherwise provided in Section
4(n), 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

                                       12


Trust for the preceding fiscal year, the Trust shall, and the Trust 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.

     (j)  REPORTING REQUIREMENTS. The Trust, during the period when the
Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will
file 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.

     (k)  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 Trust, on the other hand, from the date of the
agreement by such Agent(s) to purchase the related Notes from the Trust to and
including the Settlement Date with respect thereto, the Trust will not, 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 the Trust to the same potential
institutional investors (other than Notes to be offered and/or sold to or
through such Agent(s)).

     (l)  RESTRICTIONS ON THE OFFER AND SALE OF SECURITIES TO RETAIL PURCHASERS.
Unless otherwise agreed upon between the Retail Agent, on the one hand, and the
Company and Trust, 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, the Trust will not, without the prior
written consent of the Retail 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 the Trust to the same potential retail investors
(other than Notes to be offered and/or sold to or through the Retail Agent).

     (m)  USE OF PROCEEDS. The Trust will use the net proceeds received by it
from the issuance and sale of the Notes in the manner specified in the
Prospectus.

     (n)  SUSPENSION OF CERTAIN OBLIGATIONS. The Trust shall not be required to
comply with the provisions of Sections 4(g), (h) or (i) during any period 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 the
Trust and (ii) no Agent shall then hold any Notes purchased from the Trust as
principal until the time the Trust shall determine that solicitation of offers
for the purchase of Notes should be resumed or an Agent shall subsequently
purchase Notes from the Trust as principal.

     (o)  LISTING. The Trust shall use reasonable efforts to obtain and maintain
approval for the listing of at least one series of the Notes on a national
securities exchange as defined in Section 18(a)(3)(B) of the 1933 Act until such
time as the Notes of any series are outstanding.

     (p)  OUTSTANDING AGGREGATE PRINCIPAL AMOUNT OF NOTES. The Trust will
promptly, upon request by an Agent notify such Agent of the aggregate principal
amount of Notes from

                                       13


time to time outstanding under the Program in their currency of denomination and
(if so requested) expressed in United States dollars. For the purpose of
determining the aggregate 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.

     (q)  BLUE SKY QUALIFICATIONS. The Company and the 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 reasonably request and to maintain such
qualifications for as long as such Agents shall reasonably request.

     (r)  DEPOSITORY TRUST COMPANY. The 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").

     (s)  NOTICE OF AMENDMENT TO INDENTURE, TRUST AGREEMENT OR ANY SERIES TRUST
SUPPLEMENT. The Trust will give the Agents at least three (3) business days'
prior notice in writing of any proposed amendment to the Indenture, Trust
Agreement or any Series Trust Supplement and, except in accordance with the
applicable provisions of the Indenture, Trust Agreement or applicable Series
Trust Supplement, not make or permit to become effective any amendment to the
Indenture, Trust Agreement or such Series Trust Supplement which may adversely
affect the interests of the Agents or any holder of any outstanding Notes
without the consent of the affected party.

     (t)  AUTHORIZATION TO ACT ON BEHALF OF THE TRUST. The 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 the Trust in
relation to the Program if such information has changed.

     (u)  NOTICE OF MEETING. The 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
the Trust.

SECTION 5. CONDITIONS OF AGENT'S OBLIGATIONS.

     The obligations of one or more Agents to purchase Notes from the Trust as
principal, the obligations of an Agent to solicit offers for the purchase of
Notes as an agent of the Trust and the obligations of any purchasers of Notes
sold through an Agent as an agent of the Trust, will be subject to the accuracy
of the representations and warranties on the part of the Trust herein

                                       14


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 to this
Agreement (the "REPRESENTATIONS AND INDEMNITY AGREEMENT") or contained in any
certificate of an officer or trustee of the Trust or the Company delivered
pursuant to the provisions hereof and thereof, as applicable, to the performance
and observance by the 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 S-1 REGISTRATION STATEMENT, S-3 REGISTRATION
STATEMENT AND FORM 10. The S-1 Registration Statement (including any Rule 462(b)
Registration Statement), the S-3 Registration Statement (including any Rule
462(b) Registration Statement) and the Form 10 have become effective under the
1933 Act and the 1934 Act, as applicable, and no stop order suspending the
effectiveness of the S-1 Registration Statement or S-3 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 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. On the date hereof, the Agents shall have received the
following legal opinions, dated as of the date hereof and in form and substance
satisfactory to the Agent:

          (i)    OPINION OF THE GENERAL COUNSEL FOR THE COMPANY. The opinion of
     Michael J. Velotta, General Counsel for the Company, to the effect set
     forth in EXHIBIT B hereto and to such further effect as the Agents may
     reasonably request.

          (ii)   OPINION OF COUNSEL FOR THE AGENTS. The opinion of Sidley Austin
     Brown & Wood LLP, counsel for the Agents, with respect to the matters set
     forth in EXHIBIT C hereto.

          (iii)  OPINION OF COUNSEL FOR THE TRUST. The opinion of Richards,
     Layton & Finger, counsel for the Trust, to the effect set forth in EXHIBIT
     D hereto and to such further effect as the Agents may reasonably request.

          (iv)   OPINION OF COUNSEL FOR THE COMPANY. The opinion of LeBoeuf,
     Lamb, Greene & MacRae, L.L.P., counsel for the Company, to the effect set
     forth in EXHIBIT E hereto and to such further effect as the Agents may
     reasonably request.

          (v)    OPINION OF COUNSEL FOR THE COMPANY CONCERNING CERTAIN TAX
     MATTERS. The opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel for
     the Company, to the effect set forth in EXHIBIT F hereto and to such
     further effect as the Agents may reasonably request.

          (vi)   OPINION OF COUNSEL FOR THE COMPANY CONCERNING CERTAIN INSURANCE
     MATTERS. The opinion of Lord, Bissell & Brook, counsel for the Company, to
     the effect set forth in EXHIBIT G hereto and to such further effect as the
     Agents may reasonably request.

                                       15


          (vii)  OPINION OF COUNSEL FOR THE COMPANY CONCERNING CERTAIN INSURANCE
     MATTERS. The opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel for
     the Company, to the effect set forth in EXHIBIT H hereto and to such
     further effect as the Agents may reasonably request.

     (c)  TRUST OFFICER'S CERTIFICATE. The Trust shall have furnished to the
Agents a certificate of the Trust, signed by the Administrator of the Trust,
dated the date of such certificate, to the effect that the signatory of such
certificate has carefully examined the S-1 Registration Statement, the
Prospectus and amendments and supplements thereto and this Agreement and that:

          (i)    the representations and warranties of the 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 the Trust has
     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 S-1
     Registration Statement has been issued and no proceedings for that purpose
     have been instituted or, to the Trust's knowledge, threatened; and

          (iii)  since the date of the Prospectus there has occurred no event
     required to be set forth in an amendment or supplement to the S-1
     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 S-3 Registration Statement, the Prospectus and amendments
and supplements thereto and this Agreement and that:

          (i)    no stop order suspending the effectiveness of the S-3
     Registration Statement or Form 10 has been issued and no proceedings for
     that purpose have been instituted or, to the Company's knowledge,
     threatened; and

          (ii)   since the date of the Prospectus there has occurred no event
     required to be set forth in an amendment or supplement to the S-3
     Registration Statement, Prospectus or Form 10, 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.

     (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

                                       16


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 I
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 Trust 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 5 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 the Trust at any time and any such termination
shall be without liability of any party to any other party except as provided in
Section 10 hereof and except that Sections 8, 9, 11, 14 and 15 hereof shall
survive any such termination and remain in full force and effect.

SECTION 6. DELIVERY OF AND PAYMENT FOR NOTES SOLD THROUGH AN AGENT AS AGENT.

     Delivery of Notes sold through an Agent as an agent of the Trust shall be
made by the 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 the Trust and
deliver such Note to the Trust and, if such Agent has theretofore paid the Trust
for such Note, the 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, the 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 the Trust's account.

SECTION 7. ADDITIONAL COVENANTS OF THE TRUST.

     The Trust further covenants and agrees with each Agent as follows:

     (a)  REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES. Each acceptance by
the 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 the
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).

                                       17


     (b)  SUBSEQUENT DELIVERY OF CERTIFICATES. Each time that (i) the S-1
Registration Statement, S-3 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 or the Trust under the 1934 Act or the 1934 Act Regulations, except any
quarterly report of the Company or Trust on Form 10-Q or any annual report of
the Company or the Trust on Form 10-K (any such report, an "SEC Periodic
Report")), (ii) (if required in connection with the purchase of Notes from the
Trust by one or more Agents as principal) the Trust sells Notes to one or more
Agents as principal or (iii) the Trust sells Notes in a form not previously
certified to the Agents by the Trust, the Trust shall, and the Trust 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 5(c)
and 5(d) hereof 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
S-1 Registration Statement, the S-3 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 5(c)
and 5(d) hereof, modified as necessary to relate to the S-1 Registration
Statement, the S-3 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
the Trust since the date of the agreement by such Agent to purchase Notes from
the Trust as principal); PROVIDED, HOWEVER, that any delivery of certificates as
required by this Section 7(b) due to the filing of an SEC Periodic Report shall
only be required to be delivered prior to the pricing date for the series
of Notes issued immediately after such SEC Periodic Report.

     (c)  SUBSEQUENT DELIVERY OF LEGAL OPINIONS. Each time that (i) the S-1
Registration Statement, S-3 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 or the 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 the Trust by one or more Agents as principal) the Trust sells Notes to one
or more Agents as principal or (iii) the Trust sells Notes in a form not
previously certified to the Agents by the Trust, the Trust agrees to cause the
Company to furnish or cause to be furnished forthwith to the Agents and to
counsel to the Agents the written opinion of LeBoeuf, Lamb, Greene & MacRae,
L.L.P., counsel to the Company, or other counsel satisfactory to the Agent,
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 same tenor
as the opinion referred to in Section 5(b)(iv) hereof, but modified, as
necessary, to relate to the S-1 Registration Statement, S-3 Registration
Statement and the Prospectus as amended and supplemented to the time of delivery
of such opinion or, in lieu of such opinion,

                                       18


counsel last furnishing such opinion to the Agents shall furnish such Agents
with a letter substantially to the effect that the Agents may rely on such last
opinion to the same extent as though it was dated the date of such letter
authorizing reliance (except that statements in such last opinion shall be
deemed to relate to the S-1 Registration Statement, S-3 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 opinions
as required by this Section 7(c) due to the filing of an SEC Periodic Report
shall only be required to be delivered prior to the pricing date for the series
of Notes issued immediately after such SEC Periodic Report. As of each -, the
Trust agrees to furnish or cause to be furnished forthwith to the Agents the
written opinion 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 5(b)(ii) hereof, but modified, as necessary, to
relate to the S-1 Registration Statement, S-3 Registration Statement and
Prospectus as amended and supplemented to the time of delivery of such opinion.

     (d)  SUBSEQUENT DELIVERY OF COMFORT LETTERS. Each time that (i) the S-1
Registration Statement, S-3 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 or the 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 the Trust by one or more Agents as
principal) the Trust sells Notes to one or more Agents as principal, the 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 5(e) hereof but modified to relate to
the S-1 Registration Statement, S-3 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 7(d) due to the filing of an
SEC Periodic Report shall only be required to be delivered prior to the pricing
date for the series of Notes issued immediately after such SEC Periodic Report.

SECTION 8. INDEMNIFICATION.

     (a)  INDEMNIFICATION OF THE AGENT. The Trust agrees to indemnify and hold
harmless each Agent 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 S-1 Registration
     Statement (or any amendment thereto) or S-3 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

                                       19


     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
     8(d) hereof) any such settlement is effected with the written consent of
     the 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 the Trust by the Agents
concerning the Agents expressly for use in the S-1 Registration Statement (or
any amendment thereto) or S-3 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 Trust shall have
provided written notice pursuant to Section 4(g) 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 the Trust and
the Company shall have furnished the Agents with copies of such amendment or
supplement to the Prospectus pursuant to Section 4(g) hereunder or Section 2(f)
of the Representations and Indemnity Agreement or (iii) a claim for 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 THE TRUST. Each Agent agrees, severally but not
jointly, to indemnify and hold harmless the Trust, its administrator, directors,
officers and trustees (if applicable) who signed the S-1 Registration Statement
and each person, if any, who controls the 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 8(a) hereof, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the S-1
Registration Statement (or any amendment thereto) or S-3 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 Trust by such Agent concerning such Agent
expressly for use in the S-1 Registration Statement (or any amendment

                                       20


thereto) or S-3 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 8(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 8(b) hereof or Section 5(b) of
the Representations and Indemnity Agreement, counsel to the indemnified shall be
selected by the 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 8 or Section
9 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 8(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 9. CONTRIBUTION.

                                       21


     If the indemnification provided for in Section 8 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 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 the 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 the 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 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 the 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 the
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.

     The parties agree that it would not be just and equitable if contribution
pursuant to this Section 9 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 9. The aggregate amount of losses, liabilities, claims,
damages and expenses incurred by an indemnified party and referred to above in
this Section 9 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 9, (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 the Trust by two or more Agents as principal, the respective
obligations of such

                                       22


Agents to contribute pursuant to this Section 9 are several, and not joint, in
proportion to the aggregate principal amount of Notes that each such Agent has
agreed to purchase from the Trust.

     For purposes of this Section 9, each 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 Trust, and each person, if any, who
controls the 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 the Trust.

SECTION 10. PAYMENT OF EXPENSES.

     The Trust will pay all expenses incident to the performance of the
obligations of the Company and Trust under this Agreement, including:

     (a)  The preparation, filing, printing and delivery of the S-1 Registration
Statement and S-3 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 the 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;

     (d)  The fees and disbursements of the Company's and Trust's accountants,
counsel and other advisors or agents (including any calculation agent or
exchange rate agent) and of the Delaware Trustee, Administrator and Indenture
Trustee and their counsel;

     (e)  The reasonable fees and disbursements of counsel to the Agents
incurred in connection with the maintenance of the Program 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 Program 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 and Trust.

SECTION 11. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY.

                                       23


     All representations, warranties and agreements contained in this Agreement,
in certificates of the officers of the Administrator or Delaware Trustee of the
Trust 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 or the Trust, and shall survive each delivery of and payment for the
Notes.

SECTION 12. TERMINATION.

     (a)  TERMINATION OF THIS AGREEMENT. This Agreement (excluding any agreement
by one or more Agents to purchase Notes from the Trust as principal) may be
terminated for any reason, at any time by (i) the Trust 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 the Trust as principal, immediately upon notice to the 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 the 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, or 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, (v) the rating assigned by any nationally recognized statistical
rating organization to the Program or any other debt securities (including the
Notes) of the 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
Program or any such debt securities (including the Notes) of the Trust or the
financial strength of the Company or (vi) there shall have come to the attention
of such Agent(s) any facts

                                       24


that would cause such Agent(s) to believe that the Prospectus, at the time it
was required to be delivered to a purchaser of such Notes, included an untrue
statement of a material fact or omitted to state a material fact necessary in
order to make the statements therein, in the light of the circumstances existing
at the time of such delivery, not misleading.

     (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 the Trust as principal or (b) an offer to
purchase any of the Notes has been accepted by the 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 and 7 hereof shall remain in
effect until such Notes are so resold or delivered, as the case may be, and
(iii) the provisions of Section 10 hereof, the indemnity and contribution
agreements set forth in Sections 8 and 9 hereof, and the provisions of Sections
11, 14 and 15 hereof shall remain in effect.

SECTION 13. 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 Trust:

            Allstate Life Global Funding
            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.: ______________

                                       25


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 14. 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 8 and 9
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 15. GOVERNING LAW; FORUM.

     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 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 16. EFFECT OF HEADINGS.

     The Article and Section headings herein are for convenience only and shall
not affect the construction hereof.

SECTION 17. 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 18. AMENDMENTS.

     This Agreement may be amended or supplemented if, but only if, such
amendment or supplement is in writing and is signed by the Trust, and the
Agents. The Trust may from time to time nominate any institution as a new Agent
hereunder either in respect of the Program generally or in relation to a
particular series or tranche of 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 J, 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

                                       26


the case of an institution which has become an Agent in relation to a particular
tranche of Notes, following the issue of the relevant Notes in respect of the
relevant tranche, 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 tranche of Notes. Any Agent
that executes a counterpart to this Agreement shall simultaneously execute a
counterpart to the Representations and Indemnity Agreement.

SECTION 19. SERIES TRUST.

     The Trust constitutes a trust, organized in series, pursuant to Sections
3804 and 3806(b)(2) of the Delaware Statutory Trust Act; as such, separate and
distinct records shall be maintained and the assets of the Trust with respect to
each Series Trust shall be held and accounted for separately from the other
assets of the Trust and other Series Trusts; the debts, liabilities, obligations
and expenses incurred, contracted for or otherwise existing with respect to each
Series Trust shall be enforceable against the assets of such Series Trust only,
and not against the assets of the Trust generally or the assets of any other
Series Trust.

SECTION 20. 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 the 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.

                                       27


     If the foregoing is in accordance with the Agents' understanding of our
agreement, please sign and return to the Trust a counterpart hereof, whereupon
this Agreement, along with all counterparts, will become a binding agreement by
and between the Agents and the Trust 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


[OTHER AGENTS]

                                       28


                         INDEX OF EXHIBITS AND SCHEDULES

EXHIBITS

Exhibit A - Pricing Terms
Exhibit B - Form of Opinion of General Counsel to the Company
Exhibit C - Form of Opinion of Sidley Austin Brown & Wood LLP, counsel to the
              Agents
Exhibit D - Form of Opinion of Richards Layton & Finger, counsel to the Trust
Exhibit E - Form of Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P. counsel to
              the Company
Exhibit F - Form of Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P. counsel to
              the Company
Exhibit G - Form of Opinion of Lord, Bissell & Brook, counsel to the Company
Exhibit H - Form of Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P. counsel to
              the Company
Exhibit I - Form of Comfort Letter of Deloitte & Touche, LLP, accountants to the
              Company
Exhibit J - Form of Agent Accession Letter

SCHEDULES

Schedule 1 - List of Agents
Schedule 2 - Commission/Discount Schedule

                                      - i -




                                                                     EXHIBIT 1.2

                     REPRESENTATIONS AND INDEMNITY AGREEMENT


                                                               ___________, 2002


Merrill Lynch, Pierce, Fenner & Smith
       Incorporated


Dear Sirs:

     Allstate Life Insurance Company, an Illinois stock life insurance company
(the "COMPANY"), in connection with the Allstate Life Global Funding Medium-Term
Note Program (the "PROGRAM") and in consideration of the Distribution Agreement
entered into, as of even date herewith, by and among Merrill Lynch, Pierce,
Fenner & Smith Incorporated and each other institution named on SCHEDULE 1
thereto (the "DISTRIBUTION AGREEMENT"), confirms its agreement with Merrill
Lynch, Pierce, Fenner & Smith Incorporated and each other institution named on
SCHEDULE 1 thereto (each, an "AGENT") with respect to the issue and sale by the
Trust of notes due nine months or more from the date of issuance (the "NOTES").
The Trust will use the proceeds from the sale of the Notes to purchase one or
more funding agreements (each a "FUNDING AGREEMENT") from the Company. The Notes
will be secured by the Funding Agreement(s) which will be assigned by the Trust
with respect to each series of Notes to the Indenture Trustee on behalf of the
holders of the Notes of each applicable series pursuant to the Indenture. In
connection with the sale of Notes, the Trust will prepare a Pricing Supplement
(the "PRICING SUPPLEMENT") including or incorporating by reference a description
of the terms of the Notes, the terms of the offering and a description of the
series of the Trust through which such Notes are being issued.

     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 a particular
series of Notes of the Trust, such institution shall only be an Agent with
respect to such series of Notes of the 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 (as
amended, if applicable, the "FORM 10") under the 1934 Act . The Company has
filed with the Commission a registration statement on Form S-3 (No.
333-________) (as amended, if applicable, the "S-3 REGISTRATION STATEMENT") for
the registration of Funding Agreements by the Company under the Securities Act
of 1933, as amended (the "1933 ACT"), and the Trust has filed with the
Commission a Registration Statement on Form S-1 (No. 333-_____) as amended, if
applicable, (as amended, if applicable, the "S-1 REGISTRATION STATEMENT") for
the registration of Notes by the Trust under the 1933 Act, 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 S-1 Registration



Statement, S-3 Registration Statement and Form 10 have been declared effective
by the Commission and the Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended (the "1939 ACT"), and the Company has filed
such post-effective amendments thereto as may be required prior to the Trust's
acceptance of any offer for the purchase of Notes and each such post-effective
amendment has been declared effective by the Commission. The Form 10, the S-1
Registration Statement and the S-3 Registration Statement are collectively
referred to as the "REGISTERED DOCUMENTS"; and 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 "S-3 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 the Trust of
an offer for the purchase of Notes; provided, further, that if the Company or
the Trust 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 "S-1 Registration Statement" and
the "S-3 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 S-1 Registration Statement and the S-3
Registration Statement became effective and any prospectus furnished by the
Company or Trust after the S-1 Registration Statement and S-3 Registration
Statement became effective and before any acceptance by the Trust of an offer
for the purchase of 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 Form
10, S-1 Registration Statement, the S-3 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 Form 10, S-3 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 Form 10, S-3 Registration Statement, Prospectus or
preliminary prospectus, as the case may be; and all references in this Agreement
to amendments or supplements to the Form 10, 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 Form 10, the S-3
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 the 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 to
such Agent as principal is referred to herein as a "SETTLEMENT DATE"), and as of
any

                                        2


time that the Registered Documents 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 Form 10 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 to which the Company is a party or
     to consummate the transactions to be 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), 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 Form 10 and 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)  S-3 REGISTRATION STATEMENT AND PROSPECTUS; FILING STATUS. The
     Company meets the requirements for use of Form S-3 under the 1933 Act; the
     S-3 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 S-3 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

                                        3


     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 10 has become effective under the 1934 Act and no
     stop order suspending the effectiveness of the Form 10 has been issued
     under the 1934 Act and no proceedings for that purpose have been instituted
     or are pending or, to the knowledge of the Company, are threatened by the
     Commission, and any request on the part of the Commission for additional
     information has been complied with; the Indenture has been duly qualified
     under the 1939 Act; at the respective times that the S-3 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 S-3 Registration Statement
     (including any Rule 462(b) Registration Statement) and the Form 10 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 S-3 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 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 S-3
     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 S-3
     Registration Statement or the Prospectus or (ii) the parts of the S-3
     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.

                                        4


          (v)    INDEPENDENT ACCOUNTANTS. The accountants who certified the
     financial statements and any supporting schedules thereto included in the
     Form 10, the S-3 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 Form 10, S-3 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 Form 10, S-3 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 Form 10, S-3 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 Form 10, S-3 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 Form 10, S-3 Registration Statement and the
     Prospectus; and any pro forma consolidated financial statements of the
     Company and its subsidiaries and the related notes thereto included in the
     Form 10, S-3 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 S-3 Registration Statement, Form 10 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).

                                        5


          (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 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 Form 10, S-3 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 Form 10, S-3 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

                                        6


     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, or the Program Documents or for
     the performance by the Company of the transactions contemplated in this
     Agreement, the Program Documents or the Prospectus, except such as have
     been previously made, obtained or rendered, as applicable.

          (xiii) INVESTMENT COMPANY ACT. The Company is not, and upon the sale
     of the Funding Agreements and Notes as contemplated by the Program 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").

          (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.

     (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 the 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 S-3
Registration Statement, Prospectus and Form 10 will notify the Agents
immediately, and confirm such notice in writing of (i) the effectiveness of any
post-effective amendment to the S-3 Registration

                                        7


Statement or Form 10 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 S-3 Registration Statement or Form 10 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 S-3
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 S-3 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 S-3 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 S-3 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 S-3 REGISTRATION STATEMENT. The Company has furnished
to the Agents and to counsel for the Agents, without charge, signed and
conformed copies of the S-3 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 S-3 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,
the Trust 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)  DELIVERY OF THE FORM 10. The Company has furnished to the Agents and
to counsel for the Agents, without charge, signed and conformed copies of the
Form 10 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 Form 10 and each
amendment thereto furnished to the Agents 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.

                                        8


     (f)  REVISIONS OF PROSPECTUS -- MATERIAL CHANGES. Except as otherwise
provided in Section 2(j), 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
S-3 Registration Statement in order that the S-3 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 S-3 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 S-3 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.

     (g)  PERIODIC FINANCIAL INFORMATION. Except as otherwise provided in
Section 2(j), 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.

     (h)  AUDITED FINANCIAL INFORMATION. Except as otherwise provided in Section
2(j), 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 Agent, confirmed in writing.

     (i)  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 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.

     (j)  SUSPENSION OF CERTAIN OBLIGATIONS. The Company shall not be required
to comply with the provisions of Sections 2(f), 2(g) or 2(h) during any period
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 the
Trust and (ii) no Agent shall then hold any Notes purchased from the Trust as
principal, as the case may be, until the time the Trust shall determine that
solicitation of offers for the purchase of Notes should be resumed or an Agent
shall subsequently purchase Notes from the Trust as principal.

                                        9


     (k)  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.

     (l)  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.

     (m)  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 Program if such information has changed.

     (n)  RESTRICTIONS ON THE OFFER AND SALE OF FUNDING AGREEMENTS. Unless
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 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.

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
the 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 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 S-3 Registration Statement and Prospectus as amended and supplemented to
each such time).

     (b)  SUBSEQUENT DELIVERY OF CERTIFICATES. Each time that (i) the S-3
Registration Statement or Prospectus shall be amended or supplemented (other
than by (A) an amendment or

                                       10


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 or the Trust under the 1934 Act or the 1934
Act Regulations, except any quarterly report of the Company or Trust on Form
10-Q or any annual report of the Company or the Trust on Form 10-K (any such
report, an "SEC PERIODIC REPORT")), (ii) (if required in connection with the
purchase of Notes from the Trust by one or more Agents as principal) the
Trust sells Notes to one or more Agents as principal or (iii) the Trust sells
Notes in a form not previously certified to the Agents by the 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 5(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 S-3 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 Section 5(d) of the Distribution Agreement, modified as necessary to
relate to the S-3 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 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 the series of 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 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 S-1 Registration
     Statement (or any amendment thereto) or S-3 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

                                       11


     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 S-1 Registration Statement (or
any amendment thereto) or S-3 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(f) hereunder or the Trust 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 the Trust and the Company
shall have furnished the Agents with copies of such amendment or supplement to
the Prospectus pursuant to Section 2(f) 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 S-3 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 S-1 Registration Statement
(or any amendment thereto) or the S-3 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 S-1 Registration Statement (or any amendment thereto) or the S-3
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

                                       12


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 8(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 8(b) of
the Distribution Agreement, counsel to the indemnified shall be selected by the
Company and the Trust. 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 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

                                       13


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.

     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 the 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 the Trust.

     For purposes of this Section 6, each 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

                                       14


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);

          (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(f) hereunder or the Trust 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(f) 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 the Trust as principal or (b) an offer to
purchase any of the Notes has been accepted by the 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(k) hereof, the

                                       15


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:

             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.

     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

                                       16


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, the Trust may from time
to time nominate any institution as a new Agent under the Distribution Agreement
either in respect of the Program generally or in relation to a particular series
or tranche of Notes only, and upon such nomination, if not already executed,
such Agent(s) will execute a counterpart of this Agreement.

                                       17


     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 Trust 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


[OTHER AGENTS]

                                       18




                                                                     EXHIBIT 3.3

                             CERTIFICATE OF TRUST OF
                          ALLSTATE LIFE GLOBAL FUNDING

          THIS Certificate of Trust of ALLSTATE LIFE GLOBAL FUNDING (the
"Trust"), dated as of June 24, 2002, is being duly executed and filed by the
undersigned Delaware Trustee to form a business trust under the Delaware
Business Trust Act (12 Del. Code, Section 3801 ET SEQ.) (the "Act").

     1.   Name. The name of the business trust formed hereby is ALLSTATE LIFE
GLOBAL FUNDING.

     1.   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.

     2.   Series Trust. Pursuant to Sections 3804 and 3806(b)(2) of the Act, the
Trust shall be a series Trust and shall issue series of beneficial interests
having separate rights, powers and duties with respect to property or
obligations of the Trust (each a "Series"). Pursuant to Section 3804(a) of the
Act, there shall be a limitation of liabilities of each Series such that (a) the
debts, liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to a particular Series shall be enforceable
against the assets of such Series only, and not against the assets of the Trust
generally or the assets of any other Series thereof and (b) unless otherwise
provided in the governing instrument of the Trust, none of the debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to the Trust generally or any other Series thereof shall
be enforceable against the assets of such Series.

     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 the Delaware Trustee of the
Trust as of the date of filing of this Certificate of Trust, has executed this
Certificate of Trust as of the date first above written in accordance with
Section 3811(a) of the Act.


                                   Wilmington Trust Company,
                                   not in its individual capacity but solely as
                                   trustee


                                   By:    /s/ James P. Lawler
                                          --------------------------------------
                                   Name:  James P. Lawler
                                   Title: Vice President




                                                                     EXHIBIT 4.1

                               TRUST AGREEMENT OF
                          ALLSTATE LIFE GLOBAL FUNDING

     This TRUST AGREEMENT of ALLSTATE LIFE GLOBAL FUNDING (the "Trust"), dated
as of June 24, 2002, (this "Trust Agreement"), is between AMACAR Pacific Corp.
(the "Trust Beneficial Owner") and Wilmington Trust Company, a Delaware banking
corporation (the "Delaware Trustee"). The Trust Beneficial Owner and the
Delaware Trustee hereby agree as follows:

     1.   The Trust created hereby shall be known as "Allstate Life Global
Funding," in which name the Delaware Trustee and the Administrator (as defined
below), to the extent provided herein, may conduct the business of the Trust,
make and execute contracts, and sue and be sued on behalf of the Trust. The
Trust is a series trust pursuant to Sections 3804 and 3806(b)(2) of the Delaware
Business Trust Act, 12 DEL. C. Section 3801, ET SEQ. (the "Business Trust Act"),
and each series of the Trust shall be a separate series of the Trust within the
meaning of Section 3806(b)(2) of the Business Trust Act. As such, separate and
distinct records shall be maintained for each series of the Trust and the assets
of the Trust associated with each series of the Trust shall be held and
accounted for separately from the other assets of the Trust. The debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to each series of the Trust shall be enforceable against
the assets of such series of the Trust incurring such debts, liabilities,
obligations or expenses, and not against the assets of the Trust generally or
the assets of any other series of the Trust, and, unless otherwise provided in
this Trust Agreement, none of the debts, liabilities, obligations, and expenses
incurred, contract for or otherwise existing with respect to the Trust generally
or any other series thereof shall be enforceable against the assets of such
series.

     2.   The Trust Beneficial Owner hereby assigns, transfers, conveys and sets
over to the Delaware Trustee the sum of $1,000. The Delaware Trustee hereby
acknowledges receipt of such amount in trust from the Trust Beneficial Owner,
which amount shall constitute the initial trust estate. The Delaware Trustee
hereby declares that the Delaware Trustee will hold the trust estate in trust
for the Trust Beneficial Owner. It is the intention of the parties hereto that
the Trust created hereby constitute a business trust under the Business Trust
Act, and that this document constitutes the governing instrument of the Trust.
The Delaware Trustee hereby is authorized and directed to execute and file a
certificate of trust substantially in the form of Exhibit A with the Secretary
of State of the State of Delaware in accordance with the provisions of the
Business Trust Act.

     3.   The Trust Beneficial Owner and the Delaware Trustee will enter into an
Amended and Restated Trust Agreement, satisfactory to each such party, to
provide for the contemplated operation of the Trust created hereby and the
issuance of the notes referred to therein. The Delaware Trustee is authorized to
execute on behalf of the Trust a support and expense agreement, an
administrative services agreement or similar agreements. Other than as set forth
in this Section 3, prior to the execution and delivery of such Amended and
Restated Trust Agreement, the Delaware Trustee shall not have any duty or
obligation hereunder or with respect of the trust estate, except (i) as
otherwise

                                        1


required by applicable law or as may be necessary to obtain prior to such
execution and delivery any licenses, consents or approvals required by
applicable law or otherwise or (ii) as directed in writing by the Trust
Beneficial Owner. Other than as set forth in any administrative services
agreement, prior to the execution and delivery of such Amended and Restated
Trust Agreement, the Administrator shall not have any duty or obligation
hereunder or with respect of the trust estate, except (i) as otherwise required
by applicable law or as may be necessary to obtain prior to such execution and
delivery any licenses, consents or approvals required by applicable law or
otherwise or (ii) as directed in writing by the Trust Beneficial Owner.

     4.   The purposes of the Trust are:

          (a)   to hold the deposit of the Trust Beneficial Owner for the
benefit of the Trust Beneficial Owner;

          (b)   to issue, from time to time, notes to investors, the proceeds of
which are to be used to purchase funding agreements from Allstate Life Insurance
Company, an Illinois stock insurance company ("Allstate Life");

          (c)   to register notes of the Trust under the Securities Act of 1933,
as amended (the "1933 Act"), and under the state securities or blue sky laws,
and to qualify a related indenture as a trust indenture under the Trust
Indenture Act of 1939, as amended;

          (d)   to enter into a support and expenses agreement with Allstate
Life and an administrative services agreement;

          (e)   to assign its rights, title and interest in collateral for any
series of notes (which may include multiple tranches) of the Trust for the
benefit of the holders of the tranches of notes;

          (f)   to pay the organizational, start-up, transactional and ongoing
expenses of the Trust;

          (g)   to make, or cause to be made, all payments due on the notes of
the Trust including interest, principal and premium (if applicable), and
additional amounts if applicable;

          (h)   to enter into and perform its obligations under this Trust
Agreement, and any other document or instruments to which the Trust is or may
become a party in connection with the issuance of each series of the notes or
the creation of each series of the Trust and the management and administration
of the Trust; and

          (i)   to engage in those activities, including entering into
agreements, that are necessary, suitable or convenient to accomplish the
foregoing or are incidental thereto or connected therewith.

                                        2


     5.   In connection with the execution by the Trust of an administrative
services agreement, AMACAR Pacific Corp. shall serve as administrator (the
"Administrator") and the Administrator is hereby appointed as agent of the
Trust.

     6.   Except as otherwise expressly required in Sections 1 and 3 of this
Trust Agreement, the Delaware Trustee shall not have any duty or liability with
respect to the administration of the Trust, the investment of the Trust's
property or the payment of dividends or other distributions of income or
principal to the Trust's beneficiaries, and no implied obligations shall be
inferred from this Trust Agreement on the part of the Delaware Trustee. The
Delaware Trustee shall not be liable for the acts or omissions of the
Administrator or any other person who acts on behalf of the Trust nor shall the
Delaware Trustee be liable for any act or omission by it in good faith. Except
as otherwise expressly required in Sections 1 and 3 of this Trust Agreement or
in any administrative services agreement, the Administrator shall not have any
duty or liability with respect to the administration of the Trust, the
investment of the Trust's property or the payment of dividends or other
distributions of income or principal to the Trust's beneficiaries, and no
implied obligations shall be inferred from this Trust Agreement on the part of
the Administrator.

     7.   The Delaware Trustee accepts the trusts hereby created and agrees to
perform its duties hereunder with respect to the same but only upon the terms of
this Trust Agreement. The Delaware Trustee shall not be personally liable under
any circumstances, except for its own willful misconduct or gross negligence. In
particular, but not by way of limitation:

          (i)   The Delaware Trustee shall not be personally liable for any
error of judgment made in good faith by an officer or employee;

          (ii)  Under no circumstance shall the Delaware Trustee be personally
liable for any representation, warranty, covenant or indebtedness of the Trust;

          (iii) The Delaware Trustee shall not be personally responsible for or
in respect of the genuineness, form or value of the Trust property, the validity
or sufficiency of this Trust Agreement or for the due execution hereof;

          (iv)  In accepting and performing the trusts hereby created, the
Delawae Trustee acts solely as trustee hereunder and not in its individual
capacity, and all persons having any claim against the Trustee by reason of the
transactions contemplated by this Trust Agreement shall look only to the Trust's
property for payment or satisfaction thereof.

     8.   This Trust Agreement may be executed in one or more counterparts.

     9.   The number of trustees of the Trust initially shall be one and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Trust Beneficial
Owner which may increase or decrease the number of trustees of the Trust;
provided, however, that to the extent

                                        3


required by the Business Trust Act, one trustee of the Trust shall either be a
natural person who is a resident of the State of Delaware or, if not a natural
person, an entity that has its principal place of business in the State of
Delaware and otherwise meets the requirements of applicable Delaware law.
Subject to the foregoing, the Trust Beneficial Owner is entitled to appoint or
remove without cause any trustee of the Trust at any time. Any trustee of the
Trust may resign upon thirty (30) days' prior notice to the Trust Beneficial
Owner, provided, however, such notice shall not be required if it is waived by
the Trust Beneficial Owner.

     10.  The Delaware Trustee, in its capacity as trustee of the Trust, shall
be a trustee of the Trust for the sole and limited purpose of fulfilling the
requirements of Section 3807 of the Business Trust Act.

     11.  The Trust shall (i) reimburse the Delaware Trustee d for all
reasonable expenses (including reasonable fees and expenses of counsel and other
experts), and (ii) indemnify, defend and hold harmless the Delaware Trustee and
any of its officers, directors, employees and agents (the "Indemnified Persons")
from and against any and all losses, damages, liabilities, claims, actions,
suits, costs, expenses, disbursements (including the reasonable fees and
expenses of counsel), taxes and penalties of any kind and nature whatsoever
(collectively, "Expenses"), to the extent that such Expenses arise out of or are
imposed upon or asserted at any time against such Indemnified Persons with
respect to the performance of this Trust Agreement, the creation, operation or
termination of the Trust or the transactions contemplated hereby; provided,
however, that the Trust shall not be required to indemnify any Indemnified
Person for any Expenses which are a result of the willful misconduct, bad faith
or gross negligence of such Indemnified Person.

     12.  The Trust may be dissolved and terminated before the issuance of the
notes of the Trust at the election of the Trust Beneficial Owner.

     13.  This Trust Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles).

                            [SIGNATURE PAGE FOLLOWS]

                                        4


     IN WITNESS THEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.

                                       AMACAR Pacific Corp., as Trust Beneficial
                                       Owner


                                       By:   /s/ Douglas K. Johnson
                                          --------------------------------------
                                       Name:  Douglas K. Johnson
                                       Title: President



                                       Wilmington Trust Company


                                       By:   /s/ Anita E. Dallago
                                          --------------------------------------
                                       Name:  Anita E. Dallago
                                       Title: Senior Financial Services Officer

                                        5


                                                                       EXHIBIT A

                             CERTIFICATE OF TRUST OF
                          ALLSTATE LIFE GLOBAL FUNDING

     THIS Certificate of Trust of ALLSTATE LIFE GLOBAL FUNDING (the "Trust"),
dated as of June 24, 2002, is being duly executed and filed by the undersigned
Delaware Trustee to form a business trust under the Delaware Business Trust Act
(12 Del. Code, Section 3801 ET SEQ.) (the "Act").

     1.   Name. The name of the business trust formed hereby is ALLSTATE LIFE
GLOBAL FUNDING.

     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.   Series Trust. Pursuant to Sections 3804 and 3806(b)(2) of the Act, the
Trust shall be a series Trust and shall issue series of beneficial interests
having separate rights, powers and duties with respect to property or
obligations of the Trust (each a "Series"). Pursuant to Section 3804(a) of the
Act, there shall be a limitation of liabilities of each Series such that (a) the
debts, liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to a particular Series shall be enforceable
against the assets of such Series only, and not against the assets of the Trust
generally or the assets of any other Series thereof and (b) unless otherwise
provided in the governing instrument of the Trust, none of the debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to the Trust generally or any other Series thereof shall
be enforceable against the assets of such Series.

     4.   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 the Delaware Trustee of the
Trust as of the date of filing of this Certificate of Trust, has executed this
Certificate of Trust as of the date first above written in accordance with
Section 3811(a) of the Act.


                                    Wilmington Trust Company,
                                    not in its individual capacity but solely as
                                    trustee


                                    By:
                                          -----------------------------------
                                    Name:
                                    Title:

                                        6




                                                                     EXHIBIT 4.2

================================================================================


                              AMENDED AND RESTATED
                                 TRUST AGREEMENT

                                       OF

                          ALLSTATE LIFE GLOBAL FUNDING

                               DATED AS OF -, 2002


================================================================================



                                TABLE OF CONTENTS




                                                                                                      PAGE
                                                                                                     
ARTICLE 1 DEFINITIONS....................................................................................1

   SECTION 1.1. DEFINITIONS..............................................................................1
   SECTION 1.2. OTHER DEFINITIONAL PROVISIONS............................................................7

ARTICLE 2 ORGANIZATION OF THE TRUST......................................................................8

   SECTION 2.1. NAME AMENDMENT AND RESTATEMENT OF TRUST AGREEMENT........................................8
   SECTION 2.2. ISSUANCE OF NOTES........................................................................8
   SECTION 2.3. SERIES TRUST.............................................................................8
   SECTION 2.4. COMPLIANCE WITH DELAWARE AND APPLICABLE LAW..............................................9
   SECTION 2.5. OFFICE                                                                                   9
   SECTION 2.6. DELAWARE TRUSTEE.........................................................................9
   SECTION 2.7. PURPOSES AND POWERS......................................................................9
   SECTION 2.8. APPOINTMENT OF DELAWARE TRUSTEE.........................................................14
   SECTION 2.9. CAPITAL CONTRIBUTIONS OF THE TRUST BENEFICIAL OWNER.....................................14
   SECTION 2.10. LIABILITY..............................................................................14
   SECTION 2.11. TITLE TO COLLATERAL....................................................................15
   SECTION 2.12. SITUS OF TRUST.........................................................................15
   SECTION 2.13. TAX TREATMENT..........................................................................15

ARTICLE 3 TRUST BENEFICIAL OWNER'S OWNERSHIP INTEREST IN THE DEPOSIT; INTEREST OF THE SERIES
           BENEFICIAL OWNER.............................................................................15

   SECTION 3.1. THE DEPOSIT.............................................................................15
   SECTION 3.2. THE TRUST BENEFICIAL OWNER'S OWNERSHIP INTEREST IN THE DEPOSIT; INTEREST OF THE SERIES
                  BENEFICIAL OWNER......................................................................15
   SECTION 3.3. SALE OR TRANSFER OF DEPOSIT CERTIFICATE OR SALE OR TRANSFER OF SERIES BENEFICIAL OWNER'S
                  INTEREST PROHIBITED...................................................................16
   SECTION 3.4. DISTRIBUTION OF DEPOSIT.................................................................16

ARTICLE 4 THE NOTES.....................................................................................16

   SECTION 4.1. ISSUANCE OF THE NOTES IN SERIES.........................................................16
   SECTION 4.2. USE OF PROCEEDS; GRANT OF SECURITY INTEREST.............................................16
   SECTION 4.3. COLLATERAL FOR EACH SERIES OF NOTES.....................................................17
   SECTION 4.4. NO PARTNERS.............................................................................17
   SECTION 4.5. SECURITY INTEREST IN THE COLLATERAL.....................................................17

ARTICLE 5 AUTHORITY AND DUTIES OF THE DELAWARE TRUSTEE..................................................17

   SECTION 5.1. GENERAL AUTHORITY.......................................................................17
   SECTION 5.2. GENERAL DUTIES..........................................................................18
   SECTION 5.3. SPECIFIC DUTIES; FEDERAL INCOME TAX TREATMENT...........................................18
   SECTION 5.4. NO ACTION EXCEPT UNDER SPECIFIED DOCUMENTS OR INSTRUCTIONS..............................18
   SECTION 5.5. DELEGATION OF AUTHORITIES AND DUTIES....................................................19



                                        i



                                                                                                     
ARTICLE 6 REGARDING THE DELAWARE TRUSTEE................................................................19

   SECTION 6.1. ACCEPTANCE OF TRUSTS AND DUTIES.........................................................19
   SECTION 6.2. REPRESENTATIONS AND WARRANTIES..........................................................21
   SECTION 6.3. RELIANCE; ADVICE OF COUNSEL.............................................................21
   SECTION 6.4. DELAWARE TRUSTEE NOT LIABLE FOR NOTES AND DEPOSIT CERTIFICATE...........................22
   SECTION 6.5. DELAWARE TRUSTEE MAY OWN NOTES..........................................................22

ARTICLE 7 COMPENSATION OF DELAWARE TRUSTEE..............................................................22

   SECTION 7.1. DELAWARE TRUSTEE'S FEES AND EXPENSES....................................................22
   SECTION 7.2. INDEMNIFICATION.........................................................................22
   SECTION 7.3. NO RECOURSE.............................................................................23

ARTICLE 8 DISSOLUTION AND TERMINATION...................................................................24

   SECTION 8.1. TERMINATION OF TRUST AGREEMENT..........................................................24
   SECTION 8.2. DISTRIBUTION OF REMAINING COLLATERAL....................................................25
   SECTION 8.3. TERMINATION OF A SERIES.................................................................25

ARTICLE 9 SUCCESSOR DELAWARE TRUSTEE....................................................................26

   SECTION 9.1. ELIGIBILITY REQUIREMENTS FOR DELAWARE TRUSTEE...........................................26
   SECTION 9.2. RESIGNATION OR REMOVAL OF DELAWARE TRUSTEE..............................................26
   SECTION 9.3. SUCCESSOR DELAWARE TRUSTEE..............................................................27
   SECTION 9.4. MERGER OR CONSOLIDATION OF DELAWARE TRUSTEE.............................................28
   SECTION 9.5. APPOINTMENT OF CO-DELAWARE TRUSTEE OR SEPARATE DELAWARE TRUSTEE.........................28

ARTICLE 10 MISCELLANEOUS................................................................................30

   SECTION 10.1. SUPPLEMENTS AND AMENDMENTS.............................................................30
   SECTION 10.2. LIMITATION ON RIGHTS OF OTHERS.........................................................31
   SECTION 10.3. NOTICES                                                                                31
   SECTION 10.4. SEVERABILITY...........................................................................32
   SECTION 10.5. COUNTERPARTS...........................................................................32
   SECTION 10.6. SUCCESSORS AND ASSIGNS.................................................................32
   SECTION 10.7. NO PETITION............................................................................32
   SECTION 10.8. LIMITED RECOURSE.......................................................................32
   SECTION 10.9. HEADINGS...............................................................................33
   SECTION 10.10. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL..........................33
   SECTION 10.11. SERIES BENEFICIAL OWNER BOUND BY TRUST AGREEMENT......................................33
   SECTION 10.12. ENTIRE AGREEMENT......................................................................33
   SECTION 10.13. NO WAIVER.............................................................................33
   SECTION 10.14. REMEDIES CUMULATIVE...................................................................34
   SECTION 10.15. THE ADMINISTRATOR.....................................................................34

  EXHIBIT A         FORM OF DEPOSIT CERTIFICATE
  EXHIBIT B         FORM OF SERIES TRUST SUPPLEMENT



                                       ii



          THIS AMENDED AND RESTATED TRUST AGREEMENT (this "TRUST AGREEMENT")
dated and effective as of November -, 2002, is entered into between the
undersigned Delaware Trustee (as defined below) and the Trust Beneficial Owner
(as defined below):

          WHEREAS, the Delaware Trustee and the Trust Beneficial Owner have
established a statutory trust pursuant to the Delaware Statutory Trust Act (as
defined below) for the purposes of, among other things, (i) issuing Notes (as
defined below) to investors, the proceeds of which are to be used to purchase
Funding Agreements (as defined below) from Allstate Life (as defined below),
(ii) entering into the Support and Expenses Agreement (as defined below) with
Allstate Life, (iii) holding the Deposit (as defined below) for the benefit of
the Trust Beneficial Owner and (iv) engaging in activities incidental thereto.

          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 Trust Agreement, the parties agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

          SECTION 1.1.    DEFINITIONS. The following terms, as used herein, have
the following definitions:

          "ADDITIONAL AMOUNTS" shall have the meaning ascribed in the Indenture.

          "ADMINISTRATIVE AGREEMENT" means that certain amended and restated
administrative services agreement dated as of - by and between the Trust and the
Administrator, as the same may be amended from time to time.

          "ADMINISTRATOR" means AMACAR Pacific Corp., a Delaware corporation in
its capacity as the sole administrator of the Trust and each Series of the Trust
pursuant to the Administrative Agreement, 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, by contract or otherwise.



          "AGENTS" has the meaning specified in the relevant Distribution
Agreement.

          "ALLSTATE LIFE" means Allstate Life Insurance Company, an Illinois
stock life insurance company, and its successors.

          "ASSIGNED DOCUMENTS" means, with respect to any Tranche of Notes, the
Funding Agreement and the Support and Expenses Agreement relating to such
Tranche of Notes and those agreements, instruments or other documents (if any)
relating to such Tranche of Notes.

          "BENEFICIAL OWNER" 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.

          "CERTIFICATE OF TRUST" means the certificate of trust of the Trust
filed with the Office of the Secretary of State of the State of Delaware,
effective June 24, 2002.

          "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 any Series of Notes, (i) each
Funding Agreement from time to time issued by the Funding Agreement Provider and
securing such Series of Notes, whether owned at the time of issuance of such
Series of Notes or thereafter acquired by the Issuer, including all benefits,
rights, privileges and options thereunder, (ii) any other collateral specified
in the applicable Pricing Supplement, (iii) all Proceeds in respect of each such
Funding Agreement, and (iv) all books and records (including without limitation,
computer programs, printouts and other computer materials and files) of the
Issuer pertaining to the foregoing, as described in each Note Certificate or
Supplemental Indenture with respect to such Series of Notes.

          "COMMISSION" has the meaning specified in Section 2.7(a)(v).

          "CONTINGENT OBLIGATION" means, with respect to any Person, without
duplication, any direct or indirect liability, contingent or otherwise, of that
Person (i) with respect to any Indebtedness, lease, dividend, letter of credit
or other obligation of another if the primary purpose or intent thereof by the
Person incurring the Contingent Obligation is to provide assurance to the
obligee of such obligation of another that such obligation of another will be
paid or discharged, or that any agreements relating thereto will be complied
with, or that the holders of such obligation will be protected (in whole or in
part) against loss in respect thereof, (ii) under any letter of credit issued
for the account of or for which that Person is otherwise liable for
reimbursement thereof, (iii) under agreements providing for the hedging or
limitation of interest rate or currency risk, (iv) under any performance bond or
other surety arrangement, (v) under any direct or indirect guaranty, endorsement
(otherwise than for collection or deposit in the ordinary course of business),
co-making, discounting with recourse or sale with recourse by such

                                        2


Person of the obligation of another or (vi) for the obligations of another
through any agreement (contingent or otherwise); PROVIDED, HOWEVER, that
indemnification agreements, service agreements and expense agreements included
in this Trust Agreement or any Program Documents entered into in connection with
the Program and/or the issuance of any Tranche of Notes shall not be considered
to be Contingent Obligations.

          "CORPORATE TRUST OFFICE" means the principal corporate trust office of
the Delaware Trustee at which at any particular time its corporate trust
business shall be administered, which office at the date of original execution
of this Trust Agreement is located at Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890.

          "DELAWARE STATUTORY TRUST ACT" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. Section 3801, et seq., as the same may be amended from
time to time.

          "DELAWARE TRUSTEE" means Wilmington Trust Company, not in its
individual capacity but solely in its capacity as trustee, and its successors.

          "DEPOSIT" means an amount equal to $1,000 sold, assigned, transferred,
conveyed and set over to the Trust by the Trust Beneficial Owner pursuant to the
terms hereof.

          "DEPOSIT CERTIFICATE" means a certificate in, or substantially in, the
form attached hereto as Exhibit A evidencing the beneficial ownership interest
in the Deposit and the other assets of the Trust not otherwise allocated to a
Series of the Trust, as the same may be amended, modified, restated,
supplemented and/or replaced from time to time.

          "DISTRIBUTION AGREEMENT" means one or more distribution agreements by
and among the Trust and the Agents, as the same may be amended, modified,
restated, supplemented and/or replaced from time to time.

          "EXPENSES" has the meaning ascribed in Section 7.2 of this Trust
Agreement.

          "FUNDING AGREEMENT" means each funding agreement between the Funding
Agreement Provider and Issuer issued from time to time by the Funding Agreement
Provider up to the principal amount or amounts as may from time to time be
authorized by the Funding Agreement Provider and subsequently assigned by the
Issuer to the Indenture Trustee in accordance with the Indenture, as any of the
same shall be amended from time to time.

          "HOLDER" means, with respect to any Note, (i) any Person who has
possession of the Note Certificate representing such Note if (A) such Note
Certificate is indorsed to such Person or in blank by an effective endorsement
or (B) such Note is registered in the name of such Person in the applicable Note
Register or (ii) if there is no

                                        3


such Person, any Person in whose name such Note is registered in the applicable
Note Register.

          "INDEBTEDNESS" means, as applied to any Person, (i) all indebtedness
for borrowed money or for the deferred purchase price of property or services in
respect of which such Person is liable, contingently or otherwise, or in respect
of which such Person otherwise assures a creditor against loss, (ii) that
portion of obligations with respect to capital leases which is properly
classified as a liability on a balance sheet in conformity with generally
accepted accounting principles, consistently applied, (iii) obligations
evidenced by bonds, notes, debentures or similar instruments of such Person, and
instruments payable by such Person and drafts accepted by such Person
representing extensions of credit whether or not representing obligations for
borrowed money, (iv) the face amount of all letters of credit issued for the
account of such Person and, without duplication, all drafts drawn thereunder and
(v) all indebtedness secured by any Lien on any property or asset owned or held
by that Person regardless of whether the indebtedness secured thereby shall have
been assumed by that Person or is non-recourse to the credit of that Person.

          "INDEMNIFIED PARTIES" has the meaning ascribed in Section 7.2 of this
Trust Agreement.

          "INDENTURE" means the indenture dated as of - by and between the Trust
and Bank One National Association in its capacity as Indenture Trustee and
Paying Agent as the same may be amended, modified, restated, supplemented and/or
replaced from time to time by one or more indentures supplemental thereto
entered into pursuant to the applicable provisions thereof and, with respect to
any Note, by the terms and provisions of such Note.

          "INDENTURE TRUSTEE" means Bank One National Association, until a
successor Indenture Trustee shall have become such with respect to one or more
Series of Notes pursuant to the applicable provisions of the Indenture, and
thereafter "Indenture Trustee" shall mean each Person who is then an Indenture
Trustee thereunder; PROVIDED, HOWEVER, that if at any time there is more than
one such Person, "Indenture Trustee" shall mean each such Person and as used
with respect to the Notes of any Series shall mean the Indenture Trustee with
respect to the Notes of such Series.

          "INVESTMENT COMPANY ACT" means the Investment Company Act of 1940, as
amended.

          "LICENSE AGREEMENT" means that certain License Agreement to be entered
into by and between Allstate Insurance Company and the Trust,

          "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 any conditional sale or other title retention agreement,
any financing lease

                                        4


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 Service, Inc., and its successors.

          "NOTE" has the meaning stated in the first recital of the Indenture
each in an authorized denomination and represented individually or collectively
by a Note Certificate authenticated and delivered under the Indenture.

          "OPINION OF COUNSEL" means a written opinion of legal counsel who may,
except as otherwise expressly provided in this Trust Agreement, be counsel for
the Trust, and who shall be reasonably satisfactory to each addressee of the
relevant opinion.

          "PAYING AGENT" means the Indenture Trustee and any substitute or
additional paying agent appointed in accordance with the Indenture, and its
permitted successors and assigns.

          "PERMITTED EXPENSES" means any expenses the Trust has agreed to pay
pursuant to one or more of the Program Documents.

          "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.

          "PRICING SUPPLEMENT" means, with respect to any Tranche of Notes, the
pricing supplement prepared by, or on behalf of, the Trustee in connection with
such Tranche of Notes and executed by the Trustee, with such modifications as
the Trustee may deem necessary, and as the same may be amended, modified,
restated, supplemented and/or replaced from time to time.

          "PROGRAM" means the program established by the Issuer for the
continuous issuance of Notes pursuant to the Indenture.

          "PROGRAM DOCUMENTS" means the Notes, the Indenture, any Pricing
Supplement, any Relevant Agreement, the Administrative Agreement, any
Distribution Agreement, the Series Trust Supplements, the Support and Expenses
Agreement, the License Agreement, the Funding Agreements, the SEC Documents, the
documents relating to the assignment of the Funding Agreements to the Trust and
any other agreement or document to which the Trust is a party or signatory.

          "RATING AGENCY" means any of Standard and Poor's, Moody's or any other
"nationally recognized statistical rating organization" (as such term is defined
in Rule 436(g)(2) of the Securities Act).

          "RELEVANT AGENTS" means, with respect to a Relevant Agreement which is
made between the Trust and more than one Agent, the Person specified as such or
as the

                                        5


lead manager in the Pricing Supplement and/or in such Relevant Agreement; and,
with respect to a Relevant Agreement which is made between the Trust and a
single Agent, the Relevant Agent will be such Agent.

          "RELEVANT AGREEMENT" means any agreement entered into from time to
time between the Trust and one or more Agents relating to the sale of Notes.

          "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 Delaware Trustee or Issuer,
Responsible Officer means any Responsible Officer (as defined in the preceding
sentence) plus any assistant secretary and any officer of the Delaware Trustee
and with respect to the Issuer, or of the Administrator, and with respect to the
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 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.

          "SEC DOCUMENTS" means (i) any registration statement, including any
preliminary prospectus or prospectus supplement thereto and the exhibits
included therein, any per-effective or post-effective amendments thereto and any
registration statements filed thereafter under the Securities Act relating to
the registration under the Securities Act of any Series of Notes and certain
other securities and (ii) any other documents, filings or forms required to be
filed by the Trust or any Series of the Trust under the Securities Exchange Act
of 1934, as amended, or the Trust Indenture Act of 1939, as amended, or any
securities laws, rules or regulations of any state or any rules or regulations
of any national; securities exchange or market quotation dealer system or the
National Association of Securities Dealers.

          "SECURITIES ACT" means the United States Securities Act of 1933, as
amended, and the rules and regulations thereunder.

          "SERIES" or "SERIES OF NOTES" means a series of Notes comprised of one
or more Tranches, the terms of which Tranche or Tranches of Notes are identical
except that the issue date, the issue price and the amount of the first payment
of interest may be different in respect of different Tranches and a Series may
comprise Notes in more than one denomination.

          "SERIES BENEFICIAL OWNER" means The American National Red Cross as the
sole "beneficial owner" of each Series of the Trust (as defined and used in
Sections 3801(b) and 3806(b)(2) of the Delaware Statutory Trust Act).

                                        6


          "SERIES OF THE TRUST" means a series of the Trust created pursuant to
Sections 3804 and 3806(b)(2) of the Delaware Statutory Trust Act; as such,
separate and distinct records shall be maintained and the assets of the Trust
associated with each Series of the Trust shall be held and accounted for
separately from the other assets of the Trust or any other Series of the Trust;
the debts, liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to each Series of the Trust shall be enforceable
against the assets of such Series of the Trust only, and not against the assets
of the Trust generally or the assets of any other Series of the Trust. There
will be a separate Series of the Trust created pursuant to each Series Trust
Supplement and corresponding to each Series of Notes issued pursuant to the
Indenture.

          "SERIES TRUST SUPPLEMENT" means, with respect to each Series of the
Trust, the related series trust supplement to this Trust Agreement in, or
substantially in, the form attached hereto as Exhibit B, as the same may be
amended, modified, restated, supplemented and/or replaced from time to time.

          "STANDARD AND POOR'S" means Standard & Poor's, a division of The
McGraw-Hill Companies, and its successors.

          "SUPPORT AND EXPENSES AGREEMENT" means that certain support and
expenses agreement, dated as of June 27, 2002, by and between the Funding
Agreement Provider and the Issuer, as the same may be amended from time to time.

          "TRANCHE" or "TRANCHE OF NOTES" means Notes which are issued on the
same issue date, the terms of which are identical in all respects (except that a
Tranche may comprise Notes in more than one denomination).

          "TRUST" means Allstate Life Global Funding, a Delaware statutory
trust, and its successors and assigns.

          "TRUST AGREEMENT" means this governing instrument as originally
executed and delivered, as this instrument may be amended, modified, restated,
supplemented (including by Series Trust Supplements) and/or replaced from time
to time.

          "TRUST BENEFICIAL OWNER" means, in its capacity as a beneficial owner
of the Trust, AMACAR Pacific Corp. and its successors.

          SECTION 1.2.    OTHER DEFINITIONAL PROVISIONS. For all purposes of
this Trust Agreement except as otherwise expressly provided or unless the
context otherwise requires:

          All capitalized terms used herein and not otherwise defined will have
the meanings set forth in the Indenture;

          (a)     the terms defined in this Article 1 shall have the meanings
                  ascribed to them in this Article 1 and shall include the
                  plural as well as the singular; PROVIDED, THAT, all
                  capitalized terms used herein and not

                                        7


                  otherwise defined herein will have the meanings set forth in
                  the Indenture;

          (b)     all accounting terms not otherwise defined herein have the
                  meanings assigned to them in accordance with generally
                  accepted accounting principles in the United States and,
                  except as otherwise herein expressly provided, the term
                  "generally accepted accounting principles" with respect to any
                  computation required or permitted hereunder 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 this Trust
                  Agreement or the intent of the parties hereto;

          (e)     the words "herein", "hereof" and "hereunder" and other words
                  of similar import refer to this Trust Agreement as a whole and
                  not to any particular Article, Section, Exhibit or other
                  subdivision; and

          (f)     references herein to Articles, Sections and Exhibits shall,
                  unless otherwise specified, refer respectively to Articles and
                  Sections hereof and Exhibits hereto.

                                    ARTICLE 2
                            ORGANIZATION OF THE TRUST

          SECTION 2.1.    NAME AMENDMENT AND RESTATEMENT OF TRUST AGREEMENT. The
Trust created under the Base Trust Agreement is 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 its behalf. This Trust Agreement
amends and restates the Base Trust Agreement in its entirety.

          SECTION 2.2.    ISSUANCE OF NOTES. The Trust is authorized to issue
Notes in series. Upon request of the Trust Beneficial Owner, the Delaware
Trustee may at any time and from time to time enter into a Series Trust
Supplement with the Trust Beneficial Owner and respective Series Beneficial
Owner for the purpose of authorizing the issuance of one or more Series of
Notes. Each Series of the Trust will be created pursuant to a separate Series
Trust Supplement and shall constitute a separate Series of the Trust. Each
Series of Notes will be made up of separate Tranches of Notes. The Holders of
each Series shall only have recourse to the Collateral related to such Series of
Notes and shall have no right to receive payments under the Collateral related
to any other Series of Notes or other assets or any other Series of the Trust.

          SECTION 2.3.    SERIES TRUST. The Trust is a series trust pursuant to
Sections 3804 and 3806(b)(2) of the Delaware Statutory Trust Act, and each
Series of the

                                        8


Trust shall be a separate series of the Trust within the meaning of Section
3806(b)(2) of the Delaware Statutory Trust Act. As such, separate and distinct
records shall be maintained for each Series of the Trust and the assets of the
Trust associated with each Series of the Trust shall be held and accounted for
separately from the other assets of the Trust or any other Series of the Trust.
The debts, liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to a Series of the Trust shall be enforceable
against the assets of such Series of the Trust incurring such debts,
liabilities, obligations or expenses, and not against the assets of the Trust
generally or the assets of any other Series of the Trust, and, unless otherwise
provided in this Trust Agreement, none of the debts, liabilities, obligations
and expenses incurred, contracted for or otherwise existing with respect to the
Trust generally or any other Series thereof shall be enforceable against the
assets of such Series. There will be a separate Series of the Trust created
pursuant to each Series Trust Supplement and corresponding to each Series of
Notes issued pursuant to the Indenture.

          SECTION 2.4.    COMPLIANCE WITH DELAWARE AND APPLICABLE LAW. The Trust
is in compliance, and agrees to conduct its business activities in accordance,
with Delaware and other applicable law.

          SECTION 2.5.    OFFICE. The principal office of the Trust and of each
Series of the Trust shall be in care of the Delaware Trustee at the Corporate
Trust Office or at such other address in the State of Delaware as the Delaware
Trustee may designate by written notice to the Indenture Trustee, the
Administrator and the Trust Beneficial Owner. The Trust shall also maintain an
office in care of the Administrator as follows:

                  Allstate Life Global Funding
                  c/o AMACAR Pacific Corp.
                  6525 Morrison Boulevard, Suite 318
                  Charlotte, North Carolina 28211
                  Attention:  President

          SECTION 2.6.    DELAWARE TRUSTEE. The name and address of the Trust's
trustee in the State of Delaware is as follows:

                  Wilmington Trust Company
                  Rodney Square North
                  1100 North Market Street
                  Wilmington, DE  19890

          SECTION 2.7.    PURPOSES AND POWERS.

          (a)     The purpose of the Trust is to engage in the following
                  activities:

                  (i)     to hold the Deposit and other assets of the Trust not
                          otherwise allocated to a particular Series of the
                          Trust for the benefit of the Trust Beneficial Owner;

                                        9


                  (ii)    to issue, from time to time, Notes to investors, the
                          proceeds of which are to be used to purchase Funding
                          Agreements from Allstate Life;

                  (iii)   to purchase at any time Notes at any price or prices
                          in the open market or otherwise with such Notes to be,
                          at the Trust's discretion, held by the Trust, resold,
                          or surrendered to the Indenture Trustee for
                          cancellation;

                  (iv)    to register the Notes under the Securities Act and
                          under the state securities or blue sky laws, and to
                          qualify the Indenture as a trust indenture under the
                          Trust Indenture Act of 1939, as amended, and to, from
                          time to time, list one or more Series of the Notes on
                          any stock exchanges or market systems set forth in any
                          Pricing Supplement;

                  (v)     to file with the Securities and Exchange Commission
                          (the "COMMISSION") and execute (a) a registration
                          statement on Form S-1 or other appropriate form,
                          including the prospectus and the exhibits included
                          therein, 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 any other securities under the
                          Securities Act, (b) any preliminary prospectus or
                          prospectus or supplement thereto relating to any 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;

                  (vi)    to 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, any Notes under the securities or
                          "Blue Sky" laws of any relevant jurisdictions;

                  (vii)   to execute and deliver letters or documents to, or
                          instruments for filing with, a depository relating to
                          any Notes;

                  (viii)  to enter into the Support and Expenses Agreement with
                          Allstate Life;

                                       10


                  (ix)    to grant a first priority perfected security interest
                          in and collaterally assign the rights, title and
                          interest of the Trust, with respect to the relevant
                          Series of the Trust, in the Collateral for any Series
                          of Notes (which may include multiple Tranches) to the
                          Indenture Trustee for the benefit of the Holders of
                          such Tranches of Notes and to seek release of such
                          security interest upon payment in full of all amounts
                          due and owing on such Series of Notes, including
                          without limitation, principal, premium (if any) and
                          interest and any Additional Amounts then due, required
                          to be paid with respect to such Series of Notes
                          pursuant to the terms and conditions of the Notes or
                          the Indenture;

                  (x)     to pay the organizational, start-up, transactional and
                          ongoing expenses of the Trust;

                  (xi)    to make, or cause to be made, all payments due on the
                          Notes including interest, principal and premium (if
                          applicable) and Additional Amounts (if applicable) in
                          accordance with the Indenture;

                  (xii)   to enter into and perform its obligations under this
                          Trust Agreement, the Program Documents, the Assigned
                          Documents, the Pricing Supplement or any other
                          document or instruments to which the Trust is or may
                          become a party in connection with the issuance of each
                          Series of the Notes or the creation of each Series of
                          the Trust; and

                  (xiii)  to engage in those activities, including entering into
                          agreements, that are necessary, suitable or convenient
                          to accomplish the foregoing or are incidental thereto
                          or connected therewith.

          The Trust is hereby authorized to engage in the foregoing activities.
The Trust shall have the power and authority to engage in the foregoing and not
engage in any activity other than in connection with the foregoing or other than
as required or authorized by the terms of this Trust Agreement or the Program
Documents.

          (b)     The Trust will not:

                  (i)     sell, transfer, exchange, assign, lease, convey or
                          otherwise dispose of any of the assets of the Trust or
                          any Series of the Trust (now owned or hereafter
                          acquired), including, without limitation, any portion
                          of any Collateral other than the Deposit, except as
                          expressly permitted by the Indenture and this Trust
                          Agreement;

                                       11


                  (ii)    make any deduction or withholding from the principal
                          of or interest on any Series of Notes (other than
                          amounts that may be required to be withheld 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 any relevant
                          Pricing Supplement;

                  (iii)   engage in any business or activity other than in
                          connection with, or relating to, (A) the execution and
                          delivery and performance of the this Trust Agreement,
                          Program Documents and any Assigned Documents relating
                          to any Series of the Trust or Tranche of Notes and the
                          transactions contemplated thereby, (B) the issuance of
                          the Notes pursuant to the Indenture and corresponding
                          Pricing Supplement, (C) holding the Deposit for the
                          benefit of the Trust Beneficial Owner and (D) any
                          activities, including entering into agreements that
                          are necessary, suitable or convenient to accomplish
                          the objectives listed in Section 2.7(a);

                  (iv)    incur or otherwise become liable, directly or
                          indirectly, for any Indebtedness or Contingent
                          Obligation except for the Notes and then only on a
                          non-recourse basis and as otherwise required or
                          contemplated under the Program;

                  (v)     (1) permit the validity or effectiveness of the
                          Indenture or any grant to be impaired, or permit the
                          Lien under the Indenture to be amended, hypothecated,
                          subordinated, terminated or discharged, or permit any
                          Person to be released from any covenants or
                          obligations under any Assigned Document, except as may
                          be expressly permitted thereby, (2) amend or vary, or
                          acquiesce in any amendment or variation of, or
                          terminate, any outstanding Funding Agreement, the
                          Support and Expenses Agreement, except as may be
                          expressly contemplated by the Indenture, (3) create,
                          incur, assume, or permit any Lien or other encumbrance
                          (other than the Lien under the Indenture) on any of
                          its properties or assets now owned or hereafter
                          acquired, or any interest therein or the proceeds
                          thereof or (4) permit a Lien under the Indenture not
                          to constitute a valid first priority perfected
                          security interest in the applicable Collateral;

                  (vi)    fail to comply with any material provision of this
                          Trust Agreement or any supplement hereto;

                                       12


                  (vii)   lend or advance any moneys to, or make any investment
                          in, any Person except for the investment of any funds
                          of the Trust or any Series of the Trust held by the
                          Indenture Trustee, Delaware Trustee, Administrator,
                          the Registrar or the Paying Agent as provided in any
                          Assigned Document or the Indenture;

                  (viii)  directly or indirectly make any distribution or other
                          payment to the Trust Beneficial Owner, or pay, prepay,
                          purchase, repurchase or retire any securities or any
                          Indebtedness (or part thereof) other than (1) the
                          repayment, redemption or repurchase of one or more
                          Series of Notes issued in accordance with their
                          respective originally stated terms of issue or in a
                          negotiated transaction by and among the Holder, the
                          Trust and Allstate Life or and Affiliate thereof, or
                          (2) payments of Permitted Expenses;

                  (ix)    make any withdrawals or transfers from any Funding
                          Agreement, or give any notice or instruction or take
                          any other action with respect to any Funding
                          Agreement, without (1) obtaining the prior consent of
                          the Indenture Trustee to any such action and (2)
                          notifying any Rating Agency then rating the Program or
                          the relevant Series of Notes;

                  (x)     exercise any rights with respect to the Collateral
                          except at the direction of, or with the prior written
                          approval of, the Indenture Trustee;

                  (xi)    become required to register as an "investment company"
                          as such term is defined in the Investment Company Act;

                  (xii)   except as permitted under the Indenture, enter into
                          any transaction of merger or consolidation or
                          liquidate or dissolve itself (or 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;

                  (xiii)  have any subsidiaries or any employees other than the
                          Delaware Trustee, the Administrator and other Persons
                          necessary to conduct its business and enter into
                          transactions contemplated under the Indenture;

                  (xiv)   have an interest in any bank account other than
                          accounts expressly permitted by the Indenture Trustee;
                          PROVIDED, that, any such accounts or the Trust's
                          interest therein shall

                                       13


                          be charged or otherwise secured in favor of the
                          Indenture Trustee on terms acceptable to the Indenture
                          Trustee;

                  (xv)    take any position for United States Federal income tax
                          purposes that is inconsistent with the treatment of
                          the Notes as indebtedness of Allstate Life unless
                          otherwise required by applicable law; or

                  (xvi)   vary the assets of any Series of the Trust or
                          otherwise take any action or fail to take any action
                          which action or failure to act would cause the Trust
                          or any Series of the Trust to fail either to be
                          ignored or to qualify as a "grantor trust" for United
                          States Federal income tax purposes.

                  (xvii)  make any deduction or withholding from any payment of
                          principal of or interest on any Series of 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 any
                          relevant Collateral except of to the extent specified
                          in the Indenture or the applicable Note;

                  (xviii) permit any Affiliate, employee or officer of Allstate
                          Life or any Agent to be a trustee of the Trust; or

                  (xix)   commingle the assets of any Series of the Trust with
                          any assets of any other Series of the Trust or any
                          assets of any Series of the Trust with any assets of
                          any of the Trust's Affiliates, or guarantee any
                          obligation of any of the Trust's Affiliates.

          SECTION 2.8.    APPOINTMENT OF DELAWARE TRUSTEE. Wilmington Trust
Company is hereby appointed as trustee of the Trust and each Series of the Trust
thereunder, effective as of the date hereof, to have all the rights, powers and
duties set forth herein.

          SECTION 2.9.    CAPITAL CONTRIBUTIONS OF THE TRUST BENEFICIAL OWNER.
On June 24, 2002, the Trust Beneficial Owner sold, assigned, transferred,
conveyed and set over to the Trust the sum of $1,000 for the sole beneficial
interest in the Deposit.

          SECTION 2.10.   LIABILITY. Neither the Holders, the Trust Beneficial
Owner nor the Series Beneficial Owner shall have any personal liability for any
liability or obligation of the Trust or any Series of the Trust. The Trust
Beneficial Owner and the Series Beneficial Owner shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

                                       14


          SECTION 2.11.   TITLE TO COLLATERAL. Legal title to the Collateral
shall be vested at all times in the Trust, 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-trustee, in which case legal title shall be deemed to
be vested in the Delaware Trustee or any co-trustee appointed hereunder for such
purpose.

          SECTION 2.12.   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 or any Series of the
Trust shall be located in the State of Delaware. Payments will be received by
the Trust or any Series of the Trust only in Delaware or the jurisdiction of
Allstate Life, the Administrator, the Indenture Trustee or co-trustee of the
Trust, and payments will be made by the Trust or any Series of the Trust only
from Delaware or the jurisdiction of Allstate Life, the Administrator, the
Indenture Trustee or co-trustee of the Trust. The only office of the Trust or
any Series of the Trust will be at the Corporate Trust Office in the State of
Delaware.

          SECTION 2.13.   TAX TREATMENT. (a) (a) The parties hereto hereby
                  agree, and each Holder and any Beneficial Owner of a Note by
                  its purchase of a Note are deemed to agree, that for United
                  States Federal, state and local income and franchise tax
                  purposes:

                  (i)     each Note be treated as indebtedness of Allstate Life;
                          and

                  (ii)    the Trust and any Series of the Trust be ignored.

          (b)     The parties hereto hereby agree, and each Holder and any
                  Beneficial Owner of a Note by its purchase of a Note are
                  deemed to have agreed, to not take any action inconsistent
                  with the treatment described in Section 2.13(a) (including,
                  without limitation, under United States Treasury Regulations
                  Sections 301.7701-2, or 301-7701-3, the "check-the-box"
                  regulations unless otherwise required by applicable laws).

                                    ARTICLE 3
           TRUST BENEFICIAL OWNER'S OWNERSHIP INTEREST IN THE DEPOSIT;
                     INTEREST OF THE SERIES BENEFICIAL OWNER

          SECTION 3.1.    THE DEPOSIT. The Deposit shall be an amount equal to
$1,000.

          SECTION 3.2.    THE TRUST BENEFICIAL OWNER'S OWNERSHIP INTEREST IN THE
DEPOSIT; INTEREST OF THE SERIES BENEFICIAL OWNER. The Trust Beneficial Owner is
the sole owner of a beneficial ownership interest in the Deposit and any other
assets of the Trust not allocated to a Series of the Trust. The Trust Beneficial
Owner's beneficial ownership interest in the Deposit shall be evidenced by a
Deposit Certificate. The Series Beneficial Owner shall not be required to make
any deposit, perform any service or otherwise

                                       15


provide any consideration in exchange for its beneficial interest in any Series
of the Trust. The Series Beneficial Owner's interest in each Series of the Trust
will not be represented by any certificate or other instrument.

          SECTION 3.3.    SALE OR TRANSFER OF DEPOSIT CERTIFICATE OR SALE OR
TRANSFER OF SERIES BENEFICIAL OWNER'S INTEREST PROHIBITED. Except to the extent
required by applicable law, none of the Trust Beneficial Owner, the Series
Beneficial Owner, the Trust, the Delaware Trustee or the Administrator shall
cause or permit the sale or other transfer of all or a portion of the Trust
Beneficial Owner's interest in the Trust or the Series Beneficial Owner's
interest in any Series of the Trust, or cause or permit the creation,
incurrence, assumption or existence of any Lien on all or a portion of the Trust
Beneficial Owner's interest in the Trust or the Series Beneficial Owner's
interest in any Series of the Trust. To the extent permitted by applicable law,
any sale or other transfer of, or any creation, incurrence, assumption or
existence of any Lien on, all or a portion of the Trust Beneficial Owner's
interest in the Trust or the Series Beneficial Owner's interest in any Series of
the Trust shall be null and void.

          SECTION 3.4.    DISTRIBUTION OF DEPOSIT. The Deposit shall be
distributed in full by the Trust to the Trust Beneficial Owner upon presentation
of and in exchange for the Deposit Certificate at the date and place determined
by the Trust Beneficial Owner in its sole discretion; PROVIDED, HOWEVER, that no
such distribution shall be made prior to the payment to the Holders of all
Series of Notes of all amounts, including, without limitation, principal,
interest, premium or Additional Amounts, required to be paid to them pursuant to
the terms and conditions of the Notes or the Indenture and prior to the payment
to the Series Beneficial Owner of all amounts due to such Series Beneficial
Owner under this Trust Agreement. By virtue of its acceptance of its designation
as beneficial owner of each Series of the Trust, the Series Beneficial Owner
hereby agrees that it has and shall have no interest in, to or under the Deposit
and hereby agrees not to assert any claim at any time to the Deposit, any
portion thereof or any amount or account representing or in which the Deposit is
held.

                                    ARTICLE 4
                                    THE NOTES

          SECTION 4.1.    ISSUANCE OF THE NOTES IN SERIES. In connection with
the issuance of the first Tranche of each new Series of Notes and the
establishment of the related Series of the Trust, the parties hereto shall
execute a Series Trust Supplement which shall specify the relevant terms with
respect to such new Series of the Trust. Each Series of Notes shall correspond
to a separate Series of the Trust. The issuance and the terms and conditions of
each Series of the Notes shall be governed by the Indenture and one or more
related Pricing Supplements.

          SECTION 4.2.    USE OF PROCEEDS; GRANT OF SECURITY INTEREST. In
connection with the issuance of each Tranche of Notes, the Trust will use the
net proceeds of the issuance of such Tranche of Notes to purchase from Allstate
Life the Funding Agreement(s) relating to such Tranche of Notes.

                                       16


          SECTION 4.3.    COLLATERAL FOR EACH SERIES OF NOTES. Each Series of
Notes will be secured by separate Collateral. Separate and distinct records
shall be maintained for each Series of the Trust and the assets of each Series
of the Trust shall be held and accounted for separately from the other assets of
the Trust or any other Series of the Trust; the debts, liabilities, obligations
and expenses incurred, contracted for or otherwise existing with respect to each
Series of the Trust shall be enforceable against the assets of such Series of
the Trust only, and not against the assets of the Trust generally or the assets
of any other Series of the Trust.

          SECTION 4.4.    NO PARTNERS. Nothing set forth in this Trust
Agreement, or contained in the Terms and Conditions, shall be construed to
constitute the Holders of Notes, the Trust Beneficial Owner or the Series
Beneficial Owner from time to time as partners or members of an association.

          SECTION 4.5.    SECURITY INTEREST IN THE COLLATERAL. The Trust shall
collaterally assign and grant to the Indenture trustee, on behalf of the Holders
and any other Person for whose benefit the Indenture Trustee is holding the
applicable Series Collateral, a first priority perfected security interest in
and to the Funding Agreement(s) purchased by the Trust. By Executing each Note,
the Trust acknowledges with respect to the applicable Series, its duties set
forth in this Section.

                                    ARTICLE 5
                  AUTHORITY AND DUTIES OF THE DELAWARE TRUSTEE

          SECTION 5.1.    GENERAL AUTHORITY. The Delaware Trustee is
authorized and empowered (but shall have no duty, except as set forth in
Section 5.4), among other things, to (a) execute and deliver on behalf of the
Trust the Program Documents and the Assigned Documents to which the Trust is
to be a party and each certificate or other document attached as an exhibit
to, or contemplated by, the Program Documents and the Assigned Documents to
which the Trust is to be a party and any amendment or other agreement to
which the Trust is to be a party, (b) take all actions required of the Trust
or any Series of the Trust pursuant to the Program Documents and the Assigned
Documents including, but not limited to (i) paying, or causing to be paid, on
behalf of the Trust or the Series of the Trust any amounts due and owing by
the Trust or any Series of the Trust under the Program Documents and the
Assigned Documents or any other documents or instruments to which the Trust
is a party, (ii) providing certificates required under the Program Documents
and the Assigned 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 and the Assigned Documents or any
other documents or instruments deliverable by the Trust thereunder or in
connection herewith or therewith, (c) cause each Series of the Trust to
perform under the Program Documents and the Assigned Documents to which the
Trust is a party 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 or any Series of the Trust as is permitted by the Program
Documents and the Assigned Documents.

                                       17


          SECTION 5.2.    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 Trust Agreement, or any other documents or
instruments to which it is a party and to administer the Trust and each Series
of the Trust subject to the provisions of this Trust Agreement. Notwithstanding
the foregoing, the Delaware Trustee shall be deemed to have discharged its
duties and responsibilities hereunder to the extent (a) such duties and
responsibilities shall have been performed by the Administrator and (b) the
Administrator is required or permitted hereunder, under the Administrative
Agreement or under any other document or instrument to which the Trust is a
party, to perform any act or to discharge such duty of the Delaware Trustee or
the Trust and any Series of the Trust hereunder or under the Program Documents,
the Assigned Documents or any other documents or instruments to which the Trust
is a party; 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 hereunder or thereunder but only to the extent such obligations are
not also required to be carried out by the Delaware Trustee.

          SECTION 5.3.    SPECIFIC DUTIES; FEDERAL INCOME TAX TREATMENT. The
Delaware Trustee shall not take any action, or direct the Administrator to take
any action, which would be inconsistent with Section 2.13 of this Trust
Agreement.

          SECTION 5.4.    NO ACTION EXCEPT UNDER SPECIFIED DOCUMENTS OR
INSTRUCTIONS. Subject to Sections 5.1, 5.2 and 5.3, Delaware Trustee is
authorized and directed to enter into such other documents and take such
other action in accordance with the terms hereof as the Trust Beneficial
Owner (including with respect to each Series of the Trust) specifically
directs in written instructions delivered to the Delaware Trustee. Whenever
(a) the Delaware Trustee is unable to decide between alternative courses of
action under this Trust Agreement or any other Program Document or any
Assigned Document, (b) the Delaware Trustee is unsure about the application
of any provision of this Trust Agreement or any other Program Document or any
Assigned Document or it appears to be in conflict with any other applicable
provision hereof or thereof or (c) if this Trust Agreement permits any
determination by the Delaware Trustee, or is silent or is incomplete about
the course of action that the Delaware Trustee is required to take given a
particular set of facts, the Delaware Trustee may give appropriate notice to
the Trust Beneficial Owner requesting instruction and, if the Delaware
Trustee in good faith follows any written instructions it receives from the
Trust Beneficial Owner, the Delaware Trustee shall not be liable to the Trust
Beneficial Owner or any other Person in connection with its compliance with
such written instructions. If the Delaware Trustee has not received written
instruction within ten days of its notice (or within such shorter period as
may be necessary under the circumstances) it may, but shall be under no duty
to, take or refrain from taking any action not inconsistent with this Trust
Agreement that it deems to be in the best interests of the Trust Beneficial
Owner, and shall have no liability to the Trust Beneficial Owner for any such
action or inaction; PROVIDED, HOWEVER, the Delaware Trustee shall not be
required to take any action or refrain from acting if the Delaware Trustee
shall reasonably determine, or shall be advised by counsel, that such action
or inaction is likely to result in personal liability or is contrary to
applicable law or the terms of this Trust Agreement.

                                       18


          SECTION 5.5.    DELEGATION OF AUTHORITIES AND DUTIES. The Delaware
Trustee shall have the right to delegate any and all of its authorities and
duties under this Trust Agreement to the Administrator to the extent permitted
by the Delaware Statutory Trust Act and the Administrative Agreement.

                                    ARTICLE 6
                         REGARDING THE DELAWARE TRUSTEE

          SECTION 6.1.    ACCEPTANCE OF TRUSTS AND DUTIES. The Delaware Trustee
accepts the trusts hereby created and agrees to perform its duties hereunder
with respect to such trusts but only upon the terms of this Trust Agreement. The
Delaware Trustee also agrees to disburse all monies actually received by it
constituting part of the Collateral upon the terms of this Trust Agreement
subject to the other Program Documents. The Delaware Trustee shall not be
answerable or accountable hereunder or under any other Program Document under
any circumstances, except (x) for its own willful misconduct, bad faith or gross
negligence (y) for its failure to use ordinary care to disburse funds, or (z) in
the case of the inaccuracy of any representation or warranty contained in
Section 6.2 expressly made by the Delaware Trustee. In particular, but not by
way of limitation (and subject to the exceptions set forth in the preceding
sentence):

          (a)     the Delaware Trustee shall not be liable for any error of
                  judgment (unless such error of judgment constitutes gross
                  negligence) made by a Responsible Officer;

          (b)     no provision of this Trust Agreement or any other Program
                  Document shall require the Delaware Trustee to expend or risk
                  funds or otherwise incur any financial liability in the
                  performance of any of its rights or powers hereunder or under
                  any other Program Document if the Delaware Trustee shall have
                  reasonable grounds for believing that repayment of such funds
                  or satisfactory indemnity against such risk or liability is
                  not reasonably assured or provided to it;

          (c)     under no circumstances shall the Delaware Trustee be liable
                  for Indebtedness evidenced by or arising under any of the
                  Program Documents, including, without limitation, the Notes;

          (d)     the Delaware Trustee shall not be responsible for or in
                  respect of the validity or sufficiency of this Trust Agreement
                  or for the form, character, genuineness, sufficiency, value or
                  validity of any of the Collateral or for or in respect of the
                  validity or sufficiency of the other Program Documents, other
                  than the signature and countersignature of the Delaware
                  Trustee on the Assigned Documents, the Notes and on the
                  Deposit Certificate, and the Delaware Trustee shall in no
                  event assume or incur any liability, duty, or obligation to
                  any Holder, the Trust Beneficial Owner or

                                       19


                  the Series Beneficial Owner other than as expressly provided
                  for herein in the Program Documents or the Assigned Documents;

          (e)     the Delaware Trustee shall (i) not be liable for any
                  action, inaction, default or misconduct of the
                  Administrator, the Indenture Trustee or any other agent
                  under any of the Program Documents, any of the Assigned
                  Documents or otherwise, (ii) have no duty to supervise the
                  Administrator, the Indenture Trustee or any other agent
                  under any of the Program Documents, any of the Assigned
                  Documents or otherwise and (iii) except as set forth in
                  Section 5.4, have no obligation or liability to perform the
                  obligations of the Trust or any Series of the Trust under
                  this Trust Agreement, the Program Documents, any of the
                  Assigned Documents or under any Federal, State, foreign or
                  local tax law, that are required to be performed by other
                  Persons, including without limitation, the Administrator
                  hereunder or under the Administrative Agreement or the
                  Indenture Trustee under the Indenture; and

          (f)     with respect to the Indenture Trustee and the Holders, the
                  Delaware Trustee undertakes to perform or observe only such of
                  the covenants and obligations of the Delaware Trustee as are
                  expressly set forth in this Trust Agreement, and no implied
                  covenants or obligations with respect to the Indenture Trustee
                  or the Holders shall be read into this Trust Agreement, the
                  Program Documents or the Assigned Documents against the
                  Delaware Trustee. The Delaware Trustee shall not be deemed to
                  owe any fiduciary duty to the Indenture Trustee or the
                  Holders, and shall not be liable to any such Person other than
                  as a result of the gross negligence or willful misconduct of
                  the Delaware Trustee in the performance of its express
                  obligations under this Trust Agreement.

          (g)     Notwithstanding anything to the contrary herein or in any
                  Program Document or other document, the Delaware Trustee shall
                  not be required to execute, deliver or certify on behalf of
                  the Delaware Trustee, the Trust or any other Person any
                  filings, certificates, affidavits or other instruments
                  required by the Commission or required under the
                  Sarbanes-Oxley Act of 2002. Notwithstanding any Person's right
                  to instruct the Delaware Trustee, neither the Delaware Trustee
                  nor any agent, employee, director or officer of the Delaware
                  Trustee shall have any obligation to execute any certificates
                  or other documents required by the Commission or required
                  pursuant to the Sarbanes-Oxley Act of 2002 or the rules and
                  regulations promulgated thereunder, and the refusal to comply
                  with any such instructions shall not constitute a default or
                  breech under any Program Document.

                                       20


          SECTION 6.2.    REPRESENTATIONS AND WARRANTIES. The Delaware Trustee
hereby represents and warrants, for the benefit of the Holders, that:

          (a)     It is a Delaware banking corporation duly organized and
                  validly existing in good standing under the laws of the State
                  of Delaware. It has all requisite corporate power and
                  authority to execute, deliver and perform its obligations
                  under this Trust Agreement.

          (b)     It has taken all corporate action necessary to authorize the
                  execution and delivery by it of this Trust Agreement, and this
                  Trust Agreement will be executed and delivered by one of the
                  Responsible Officers who is duly authorized to execute and
                  deliver this Trust Agreement on its behalf. This Trust
                  Agreement constitutes a legal, valid and binding agreement of
                  the Delaware Trustee, and this Trust Agreement is enforceable
                  against it in accordance with its terms.

          (c)     Neither the execution nor the delivery by the Delaware Trustee
                  of this Trust Agreement, nor the consummation by it of the
                  transactions contemplated hereby, nor compliance by it with
                  any of the terms or provisions hereof, will contravene the
                  Delaware Statutory Trust Act or any Federal or Delaware law,
                  governmental rule or regulation governing the banking or trust
                  powers of the Delaware Trustee or any judgment or order
                  binding on it, or constitute any default under its charter
                  documents or by-laws or any indenture, mortgage, contract,
                  agreement, judgment, injunction, order or instrument to which
                  it is a party or by which any of its properties may be bound.

          SECTION 6.3.    RELIANCE; ADVICE OF COUNSEL

          (a)     The Delaware Trustee may rely upon, shall be protected in
                  relying upon, and 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 reasonably believed by it in good faith to be
                  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 method of the determination of which
                  is not specifically prescribed herein, the Delaware Trustee
                  may for all purposes hereof rely on a certificate, signed by
                  the president or any vice president or by the treasurer or
                  other authorized officers of the relevant party, as to such
                  fact or matter and such certificate shall constitute full
                  protection to the

                                       21


                  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 trusts hereunder and
                  in the performance of its duties and obligations under this
                  Trust Agreement, the other Program Documents, or the Assigned
                  Documents, 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 (ii)
                  may consult with counsel, accountants and other skilled
                  Persons to be selected in good faith and employed by it. The
                  Delaware Trustee 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 such Persons.

          SECTION 6.4.    DELAWARE TRUSTEE NOT LIABLE FOR NOTES AND DEPOSIT
CERTIFICATE. Except as set forth in Section 6.2, the Delaware Trustee makes no
representations or warranties as to the validity or sufficiency of this Trust
Agreement (other than Section 6.2), of any Program Document or any Assigned
Document (other than the signature and countersignature of the Delaware Trustee
on the Program Documents, the Assigned Documents, the Notes and the Deposit
Certificate) or of any related documents. The Delaware Trustee shall at no time
have any responsibility or liability for or with respect to the sufficiency of
the Collateral or its ability to generate the payments to be distributed under
this Trust Agreement and any Program Documents or any Assigned Document.

          SECTION 6.5.    DELAWARE TRUSTEE MAY OWN NOTES. Except to the extent
prohibited under the terms of any Series of Notes, the Delaware Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes of
any Series and subject to Section 9.1, may otherwise deal with the Trust or any
Affiliate of the Trust with the same rights as it would have if it were not
Delaware Trustee.

                                    ARTICLE 7
                        COMPENSATION OF DELAWARE TRUSTEE

          SECTION 7.1.    DELAWARE TRUSTEE'S FEES AND EXPENSES. Wilmington Trust
Company shall receive compensation for its services hereunder as set forth in a
separate fee agreement between Wilmington Trust Company and the Trust.

          SECTION 7.2.    INDEMNIFICATION. The Trust agrees to indemnify the
Wilmington Trust Company and its directors, officers, employees, and agents
(collectively, the "INDEMNIFIED PARTIES") from and against, any cost, claim,
loss, liability, tax, expense (including the reasonable compensation of its
agents and counsel) (collectively, "EXPENSES") which may at any time be imposed
on, incurred by, or asserted

                                       22


against any Indemnified Party in any way relating to or arising out of this
Trust Agreement, the Program Documents and any other documents or instruments
entered into by or on behalf of the Trust, the Collateral, the administration of
the Collateral or the action or inaction of the Delaware Trustee hereunder;
PROVIDED, that the Trust shall not be liable for or required to indemnify an
Indemnified Party from and against Expenses arising or resulting from (a) the
Indemnified Party's own willful misconduct, bad faith or gross negligence, (b)
the inaccuracy of any representation or warranty contained in Section 6.2
expressly made by the Indemnified Party or (c) any income or franchise tax
imposed on the Delaware Trustee's fees. In no event shall the Delaware Trustee
be entitled to make any claim upon the Collateral for the payment or
reimbursement of any Expenses. The indemnities contained in this Section 7.2
shall survive the resignation or termination of the Delaware Trustee or the
termination of this Trust Agreement.

          SECTION 7.3.    NO RECOURSE.

          (a)     To the fullest extent permitted by applicable law, no recourse
                  under any obligation, covenant or agreement of the Trust
                  Beneficial Owner contained in this Trust Agreement shall be
                  had against AMACAR Pacific Corp. acting in its capacity as the
                  Administrator or the Trust Beneficial Owner, or any
                  incorporator, stockholder, officer, director or employee of
                  AMACAR Pacific Corp. acting in its capacity as the
                  Administrator or the Trust Beneficial Owner, by the
                  enforcement of any assessment or by any legal or equitable
                  proceeding or otherwise; it being expressly agreed and
                  understood that this Trust Agreement is solely a corporate
                  obligation of the Trust Beneficial Owner, and that no personal
                  liability whatever shall attach to or be incurred by the
                  incorporator, stockholder, officers, directors or employees of
                  AMACAR Pacific Corp. acting in its capacity as the
                  Administrator or the Trust Beneficial Owner, or any of them
                  under or by reason of any of the obligations, covenants or
                  agreements of the Trust Beneficial Owner contained in this
                  Trust Agreement, or implied therefrom, and that any and all
                  personal liability for breaches by the Trust Beneficial Owner
                  of any of such obligations, covenants or agreements either at
                  common law or at equity, or by statute or constitution, of
                  AMACAR Pacific Corp., acting in its capacity as the
                  Administrator or the Trust Beneficial Owner, and every such
                  incorporator, stockholder, officer, director or employee is
                  hereby expressly waived as a condition of and in consideration
                  for the execution of this Trust Agreement; PROVIDED, HOWEVER,
                  that nothing in this Section 7.3 shall relieve any of the
                  foregoing Persons from any liability arising from his, her or
                  its willful misconduct or intentional misrepresentation.

          (b)     To the fullest extent permitted by applicable law, no recourse
                  under any obligation, covenant or agreement of Wilmington
                  Trust Company contained in this Trust Agreement shall be had
                  against

                                       23


                  any incorporator, stockholder officer, director or employee of
                  Wilmington Trust Company, by the enforcement of any assessment
                  or by any legal or equitable proceeding or otherwise; it being
                  expressly agreed and understood that this trust Agreement is
                  solely a corporate obligation of Wilmington Trust Company, and
                  that no personal liability whatever shall attach to or be
                  incurred by the incorporator, stockholder, officers, directors
                  or employees of Wilmington Trust Company, or any of them under
                  or by reason of any of the obligations, covenants or
                  agreements of Wilmington Trust Company contained in this Trust
                  Agreement, or implied therefrom, and that any and all personal
                  liability for breaches by Wilmington Trust Company of any of
                  such obligations, covenants or agreements either at common law
                  or at equity, or by statute or constitution, and every such
                  incorporator, stockholder, officer, director or employee is
                  hereby expressly waived as a condition of and in consideration
                  for the execution of this Trust Agreement. Further, it is
                  expressly understood and agreed by the parties hereto that (a)
                  the Delaware Trustee executes and delivers documents on behalf
                  of the Trust, not individually or personally, but solely as
                  Delaware Trustee, in the exercise of the powers and authority
                  conferred and vested in it, pursuant to this Trust Agreement,
                  (b) each of the representations, undertakings and agreements
                  made in such documents 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 for binding only the Trust, (c)
                  nothing therein contained shall be construed as creating any
                  liability on Wilmington Trust Company, 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 thereto, 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 such agreements or any other
                  related documents.

                                   ARTICLE 8
                           DISSOLUTION AND TERMINATION

          SECTION 8.1.    TERMINATION OF TRUST AGREEMENT.

          (a)     The Trust shall dissolve, wind up and terminate in accordance
                  with Section 3808 of the Delaware Statutory Trust Act upon the
                  first to occur of (i) judicial dissolution of the Trust, or
                  (ii) following the payment to the Holders of all Series of
                  Notes, to the Series

                                       24


                  Beneficial Owner and to the Trust Beneficial Owner of all
                  amounts required to be paid to them pursuant to the Notes, the
                  Indenture, this Trust Agreement, the Program Documents and the
                  Assigned Documents. An insolvency event, liquidation,
                  dissolution, death or incapacity with respect to the Trust
                  Beneficial Owner, the Series Beneficial Owner, the Delaware
                  Trustee, the Administrator or any of the other Agents or any
                  Holder shall neither (i) operate to terminate this Trust
                  Agreement, the Trust or any Series of the Trust, nor (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,
                  any Series of the Trust or the Collateral nor (iii) otherwise
                  affect the rights, obligations and liabilities of the other
                  Holders or the parties hereto or any other document or
                  instrument entered into by the Trust, nor (iv) dissolve the
                  Trust.

          (b)     The Trust shall dissolve only as provided in this Section 8.1,
                  and otherwise no Person, including the Indenture Trustee, the
                  Trust Beneficial Owner or the Series Beneficial Owner, shall
                  be entitled to revoke or dissolve the Trust or terminate any
                  Series of 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.

          (c)     Upon the final distribution of the Collateral of each Series
                  of the Trust, the Delaware Trustee shall have the power and
                  authority to cause the Certificate of Trust to be cancelled by
                  filing a certificate of cancellation with the Secretary of
                  State of Delaware in accordance with the provisions of Section
                  3810 of the Delaware Statutory Trust Act, at which time the
                  Trust and this Trust Agreement shall terminate.

          SECTION 8.2.    DISTRIBUTION OF REMAINING COLLATERAL. In the event
that after the payment (a) of all amounts required to be paid to them pursuant
to the Notes, the Indenture, this Trust Agreement and other Program Documents
and (b) of all expenses and other liabilities of the Series of the Trust there
shall be any funds remaining in the relevant Series of the Trust or in any
accounts in which the Trust has an interest, such remaining funds shall be
distributed to the Series Beneficial Owner.

          SECTION 8.3.    TERMINATION OF A SERIES. Unless otherwise set forth in
the Series Trust Supplement, a Series of the Trust shall terminate upon payment
to the Holders of such Series of Notes of all amounts, including, without
limitation, principal, premium (if any) interest and any Additional Amounts,
required to be paid to them pursuant to the terms and conditions of the Notes or
the Indenture. Upon termination of a

                                       25


Series of the Trust, the Delaware Trustee shall pay any remaining amounts to the
Series Beneficial Owner.

                                    ARTICLE 9
                           SUCCESSOR DELAWARE TRUSTEE

          SECTION 9.1.    ELIGIBILITY REQUIREMENTS FOR 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 (d) be subject to supervision or examination by relevant
Federal or State authorities. If the Delaware Trustee shall publish reports of
condition at least annually, pursuant to applicable law or to the requirements
of any said supervising or examining authority, then for the purpose of this
Section 9.1, 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 9.1, the
Delaware Trustee shall resign immediately in the manner and with the effect
specified in Section 9.2.

          SECTION 9.2.    RESIGNATION OR REMOVAL OF DELAWARE TRUSTEE.

          (a)     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 any Series of 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 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 9.1 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,

                                       26


                  the provisions of this Article 9 shall inure to its benefit as
                  to any actions taken or omitted to be taken by it while it was
                  Delaware Trustee under this 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 9.2.

          (b)     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 9.2. 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 9.2. Any Delaware
                  Trustee shall be entitled to all Delaware Trustee fees to the
                  extent incurred or arising, or relating to events occurring,
                  before such resignation or removal becomes effective, and the
                  protections of Sections 7.1 and 7.2 with respect to any
                  Expenses to the extent incurred or arising, or relating to
                  events occurring, before such resignation or removal shall
                  survive.

          (c)     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 9.2. 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 9.3.    SUCCESSOR DELAWARE TRUSTEE. Each successor Delaware
Trustee appointed hereunder shall execute, acknowledge and deliver to the
Administrator and to the predecessor Delaware Trustee an instrument accepting
such appointment under this 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 hereunder,
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 the predecessor Delaware Trustee under this Trust Agreement, with
like effect as if originally named as Delaware Trustee. The predecessor Delaware
Trustee shall duly transfer and deliver to the successor Delaware Trustee all
documents and statements and property and monies held by it under this Trust
Agreement, and the Administrator and the predecessor Delaware Trustee shall
execute and deliver such

                                       27


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, trusts and obligations of the predecessor Delaware
Trustee.

          No successor Delaware Trustee shall accept appointment as provided in
this Section 9.3 unless, at the time of such acceptance, such successor Delaware
Trustee shall be eligible pursuant to Section 9.1.

          Upon acceptance of appointment by a successor Delaware Trustee
pursuant to this Section 9.3, the Administrator shall mail notice of such
appointment to the Administrator, the Indenture Trustee, the Relevant Agents and
each Rating Agency then rating the Program or any Series of 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 9.4.    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 hereto, anything to the
contrary herein notwithstanding, be the successor of the Delaware Trustee
hereunder; PROVIDED, that such Person shall be otherwise qualified and eligible
under this Article 9; PROVIDED, FURTHER, that the Delaware Trustee shall mail
notice of such merger, conversion or consolidation to the Trust, the Indenture
Trustee, the Relevant Agents, and each Rating Agency then rating the Program or
any Series of the Notes not less than fifteen (15) days prior to the effective
date thereof.

          SECTION 9.5.    APPOINTMENT OF CO-DELAWARE TRUSTEE OR SEPARATE
DELAWARE TRUSTEE. Notwithstanding any other provisions of this Trust Agreement,
for the purpose of meeting any requirements imposed upon the Trust or any Series
of the Trust by any court or governmental agency of any jurisdiction in which
any part of the Collateral may at the time be located, the Administrator and the
Delaware Trustee acting jointly 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 the
Delaware Trustee, or separate Delaware Trustee, of all or any part of the
Collateral, and to vest in such Person, in such capacity, such title to the
Trust, or any part thereof (including any Series of the Trust) and, subject to
the other provisions of this Section 9.5, 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 fifteen (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 this Trust Agreement
shall be required to meet the terms of eligibility pursuant to Section 9.1, and
no notice of the appointment of any co-Delaware Trustee or separate Delaware
Trustee shall be required pursuant to Section 9.3.

                                       28


          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)     the rights, powers, duties, and obligations hereby 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 (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 (including any Series of the Trust) in any
     such jurisdiction) shall be exercised and performed by such separate
     Delaware Trustee or co-Delaware Trustee, but solely at the direction of the
     Delaware Trustee;

          (ii)    except as provided in Section 6.1, no Delaware Trustee under
     this Trust Agreement shall be personally liable by reason of any act or
     omission of any other Delaware Trustee under this Trust Agreement; and

          (iii)   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.

          Any notice, request or other communication delivered to the Delaware
Trustee shall be deemed to have been delivered 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 Trust Agreement and the conditions of this Article
9. 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 instrument of appointment, either jointly with the Delaware Trustee or
separately, as may be provided therein, subject to all the provisions of this
Trust Agreement, specifically including every provision of this 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.

          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 this 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, titles, 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
separate Delaware Trustee or co-Delaware Trustee, as the case may be.

                                       29


                                   ARTICLE 10
                                  MISCELLANEOUS

          SECTION 10.1.   SUPPLEMENTS AND AMENDMENTS.

          (a)     This Trust Agreement may be amended in writing by the Delaware
                  Trustee and the Trust Beneficial Owner, with the consent of
                  the Indenture Trustee and with prior written notice to each
                  Rating Agency then rating the Program or any Series of the
                  Notes; PROVIDED, HOWEVER, that such action shall not, as
                  evidenced by an Opinion of Counsel satisfactory to the
                  Delaware Trustee and the Indenture Trustee, adversely affect
                  in any material respect the interests of any Holder of the
                  Notes or the Deposit Certificate (including without
                  limitation, changing the amount of timing for any payment or
                  impair the rights of any Holder of the Notes or the Indenture
                  Trustee to institute suit for the enforcement of any right for
                  principal and interest); PROVIDED, FURTHER, that an Opinion of
                  Counsel shall be furnished to the Indenture Trustee and the
                  Delaware Trustee to the effect that such amendment (i) will
                  not materially and adversely affect United States Federal,
                  State or local income or franchise taxation of any outstanding
                  Notes or any Holder thereof; (ii) will not cause the Trust to
                  be taxable as a corporation or partnership for United States
                  Federal, State or local income or franchise tax purposes;
                  (iii) will not cause any Series of the Trust to fail either to
                  be ignored or to qualify as a "grantor trust" under Subpart E
                  of Part I of Subchapter J of the Code; and (iv) will not cause
                  any outstanding Notes to be treated as other than indebtedness
                  of Allstate Life for Federal, State or local tax purposes.

          (b)     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 hereby) to the
                  Indenture Trustee and each other Agent, the Trust Beneficial
                  Owner, the Relevant Agents and each Rating Agency then rating
                  the Program or any Series of the Notes.

          (c)     Contemporaneously with, or promptly after, the execution of
                  any amendment hereto 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 of the State of Delaware.

          (d)     Prior to the execution of any amendment to this Trust
                  Agreement or the Certificate of Trust, the Delaware Trustee
                  shall be entitled to receive and conclusively rely upon an
                  Opinion of Counsel stating that the execution of such
                  amendment is authorized or permitted by

                                       30


                  this Trust Agreement. The Delaware Trustee may, but shall not
                  be obligated to, enter into any such amendment which affects
                  the Delaware Trustee's own rights, duties or immunities under
                  this Trust Agreement or otherwise.

          (e)     In connection with the execution of any amendment to this
                  Trust Agreement or any amendment to any other agreement to
                  which the Trust is a party, the Delaware Trustee shall be
                  entitled to receive and conclusively rely upon an Opinion of
                  Counsel to the effect that such amendment is authorized or
                  permitted by the Program Documents and that all conditions
                  precedent in the Program Documents for the execution and
                  delivery thereof by the Trust or the Delaware Trustee, as the
                  case may be, have been satisfied.

          SECTION 10.2.   LIMITATION ON RIGHTS OF OTHERS. The provisions of this
Trust Agreement are solely for the benefit of the Delaware Trustee, the Holders,
the Series Beneficial Owner and the Trust Beneficial Owner, and nothing in this
Trust Agreement, whether express or implied, shall be construed to give to any
other Person any legal or equitable right, remedy or claim in the Collateral or
under or in respect of this Trust Agreement or any covenants, conditions or
provisions contained herein.

          SECTION 10.3.   NOTICES. All demands, notices, instructions and other
communications hereunder shall be in writing (including telecopied or
telegraphic communications) and shall be personally delivered, mailed or
transmitted by telecopy or telegraph, respectively, to the address 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 the Delaware Trustee:
                  Allstate Life Global Funding
                  c/o Wilmington Trust Company
                  Rodney Square North
                  1100 North Market Street
                  Wilmington, Delaware 19890

                  Attention: Corporate Trust Administration
                  Telephone: 302-636-6308
                  Facsimile: 302-636-4140


                  If to the Administrator and the Trust Beneficial Owner:
                  AMACAR Pacific Corp.
                  6525 Morrison Boulevard, Suite 318
                  Charlotte, North Carolina 28211

                  Attention: President
                  Telephone: (704) 365-0569
                  Facsimile: (704) 365-1632

                                       31


                  If to any other Person, at the address previously furnished in
                  writing to the Delaware Trustee, the Administrator and the
                  Trust Beneficial Owner.

          SECTION 10.4.   SEVERABILITY. If any provision of, or obligation
under, this Trust Agreement, or the application thereof to any Person or under
any circumstance, shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions of, and any obligations under, this Trust Agreement, or the
application of such provision in any other jurisdiction shall not in any way be
affected or impaired thereby, and each provision of this Trust Agreement shall
be valid and enforceable to the extent permitted by applicable law.

          SECTION 10.5.   COUNTERPARTS. This Trust Agreement and any amendments,
modifications, restatements, supplements and/or replacements hereof, or waivers
or consents hereto, instrument may be executed in any number of counterparts,
and by different parties hereto 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 Trust Agreement shall become effective upon the execution of a counterpart
to each of the parties hereto.

          SECTION 10.6.   SUCCESSORS AND ASSIGNS. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of each of the
Delaware Trustee, the Series Beneficial Owner and the Trust Beneficial Owner,
and their respective permitted successors and assigns, all as herein provided.

          SECTION 10.7.   NO PETITION. To the extent permitted by applicable
law, each of the Delaware Trustee, the Series Beneficial Owner (by accepting its
interest in Series of the Trust) and the Trust Beneficial Owner (by accepting
the Deposit Certificate) hereby covenants and agrees that it will not institute
against, or join with any other Person in instituting against, the Trust or any
Series of 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 this Trust
Agreement.

          SECTION 10.8.   LIMITED RECOURSE. Notwithstanding anything to the
contrary contained in this Trust Agreement, the obligations of each Series of
the Trust under this Trust Agreement and all Program Documents and other
documents or instruments entered into by the Trust, are solely the obligations
of each Series of the Trust and shall be payable solely to the extent of funds
received by and available to each Series of the Trust under the Funding
Agreements, and the Support and Expense Agreement for the related Series of
Notes and from other Collateral received by and available to such Series of the
Trust. No recourse shall be had for the payment of any amount owing in respect
of any obligation of, or claim against, any Series of the Trust arising out of
or based upon this Trust Agreement, the Notes, any other Program Document or
Assigned Document against any holder of a beneficial interest, employee, agent,
officer or Affiliate of such Series of the Trust and, except as specifically
provided herein and in the other Program Documents or Assigned Documents, no
recourse shall be

                                       32


had for the payment of any amount owing in respect of any obligation of, or
claim against, any Series of the Trust arising out of or based upon this Trust
Agreement, the Notes, any other Program Documents or Assigned Documents against
the Indenture Trustee, the Delaware Trustee, the Administrator, Allstate Life,
or any of their respective holders of beneficial interests, employees, agents,
officers, directors, incorporators or Affiliates.

          SECTION 10.9.   HEADINGS. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

          SECTION 10.10.  GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY
TRIAL.

          (a)     This 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.

          (b)     All judicial proceedings brought against the Trust arising out
                  of or relating to this Trust Agreement or any portion of any
                  Collateral may be brought in any State or Federal Court
                  located in the Borough of Manhattan, the City of New York, the
                  State of New York. Nothing herein shall affect the right of
                  any party hereto to bring proceedings against any other party
                  hereto in the courts of any other jurisdiction.

          (c)     THE PARTIES HERETO HEREBY AGREE THAT NO PARTY SHALL REQUEST A
                  TRIAL BY JURY IN THE EVENT OF LITIGATION BETWEEN THEM
                  CONCERNING THIS TRUST AGREEMENT OR ANY CLAIMS OR TRANSACTIONS
                  IN CONNECTION HEREWITH, AND ANY SUCH RIGHT TO TRIAL BY JURY IS
                  EXPRESSLY WAIVED. EACH OF THE PARTIES HERETO HEREBY
                  ACKNOWLEDGE THAT SUCH WAIVER IS MADE WITH FULL UNDERSTANDING
                  AND KNOWLEDGE OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED
                  HEREBY.

          SECTION 10.11.  SERIES BENEFICIAL OWNER BOUND BY TRUST AGREEMENT. By
accepting an interest in a Series of the Trust, the Series Beneficial Owner
agrees to be bound by and shall comply with the terms of this Trust Agreement.

          SECTION 10.12.  ENTIRE AGREEMENT. This Trust Agreement constitutes the
entire agreement between the parties hereto relating to the subject matter
hereof, and supersedes all previous agreements between the parties, whether
written or oral.

          SECTION 10.13.  NO WAIVER. No failure on the part of the parties
hereto to exercise, and no delay in exercising, and no course of dealing with
respect to, any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single

                                       33


or partial exercise thereof or the exercise of any other right, power or
privilege operate as such a waiver.

          SECTION 10.14.  REMEDIES CUMULATIVE. No right, power or remedy of the
parties hereunder 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 now or hereafter existing by law or in equity.

          SECTION 10.15.  THE ADMINISTRATOR. Subject to the terms and conditions
of the Administrative Agreement, the Administrator is hereby appointed as an
agent of the Trust and shall have the same general authority as the Delaware
Trustee, as set forth in Section 5.1 hereof.

                                       34


          IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated this 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 Trust Beneficial Owner


                                              By:
                                                  ------------------------------
                                                    Name: Douglas K. Johnson
                                                    Title: President

                                       35


                                                                       EXHIBIT A

                           FORM OF DEPOSIT CERTIFICATE

                                                                     U.S. $1,000

                               DEPOSIT CERTIFICATE

THIS DEPOSIT CERTIFICATE IS NOT TRANSFERABLE IN WHOLE OR IN PART AND, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ATTEMPTED TRANSFER OF THIS
DEPOSIT CERTIFICATE SHALL BE NULL AND VOID.

THE PRINCIPAL OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE TRUST
AGREEMENT.

                          ALLSTATE LIFE GLOBAL FUNDING

                               DEPOSIT CERTIFICATE

evidencing a beneficial interest in the U.S. $1,000 deposit (the "DEPOSIT") of
Allstate Life Global Funding (the "TRUST") and any other assets of the Trust not
allocated to a Series of the Trust.

   (This Deposit Certificate does not represent an interest in other assets or
               property of the Trust or any Series of the Trust.)

          THIS CERTIFIES THAT AMACAR Pacific Corp. is the registered owner of a
nonassessable, fully paid, beneficial ownership interest in the Deposit of the
Trust. This Deposit Certificate has an aggregate principal amount of U.S. $1,000
and bears no interest.

                                       A-1


          Each certificateholder, by its acceptance of this Deposit Certificate,
covenants and agrees that, to the extent permitted by applicable law, such
certificate will not at any time institute against the Trust or any Series of
the Trust, or join in any institution against the Trust or any Series of the
Trust of any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any applicable bankruptcy or similar law
in connection with any obligations relating to the Deposit Certificate or the
Trust Agreement of Allstate Life Global Funding dated June 24, 2002, as the same
may be amended, modified, restated, supplemented, and/or replaced from time to
time (the "Trust Agreement").

          Reference is hereby made to the further provisions of this Deposit
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

          Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Delaware Trustee, by manual signature,
this Deposit Certificate shall not entitle the holder hereof to any benefit
under the Trust Agreement or be valid for any purpose.

          This Deposit Certificate shall be construed in accordance with the
laws of the State of Delaware, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.

                                       A-2


                DELAWARE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is the Deposit Certificate referred to in the Trust Agreement of
Allstate Life Global Funding, dated as of -, 2002, as the same may be amended,
modified, restated, supplemented and/or replaced from time to time.


Dated: -, 2002


                                              WILMINGTON TRUST COMPANY,
                                              not in its individual capacity,
                                              but solely as Delaware Trustee


                                              By:
                                                  ------------------------------
                                                  Name:
                                                  Title:

                                              OR


                                              By: -,
                                              as Authenticating Agent


                                              By:
                                                  ------------------------------
                                                  Name:
                                                  Title:

                                       A-3


          IN WITNESS WHEREOF, the Delaware Trustee, on behalf of the Trust and
not in its individual capacity, has caused this Deposit Certificate to be duly
executed.


                                            ALLSTATE LIFE GLOBAL FUNDING


                                            By:  WILMINGTON TRUST COMPANY
                                                 not in its individual capacity,
                                                 but solely as Delaware Trustee


                                            By:
                                                 -------------------------------
                                                 Name:
                                                 Title:

                                       A-4


                                                                       EXHIBIT B


================================================================================


                          SERIES TRUST SUPPLEMENT NO. -

                                     TO THE

                                 TRUST AGREEMENT

                                       OF

                          ALLSTATE LIFE GLOBAL FUNDING

                               DATED AS OF -, 2002


                                    SERIES __


================================================================================

                                       B-1



                                TABLE OF CONTENTS




                                                                                                      PAGE
                                                                                                      
ARTICLE 1 DEFINITIONS; REFERENCES........................................................................3

   SECTION 1.1. TRUST AGREEMENT DEFINITIONS..............................................................3
   SECTION 1.2. REFERENCES; INTERPRETATION...............................................................3
   SECTION 1.3. SERIES DEFINITIONS.......................................................................3

ARTICLE 2 SERIES TRUST...................................................................................4

   SECTION 2.1. CREATION OF SERIES TRUST.................................................................4
   SECTION 2.2. AUTHORITY  4
   SECTION 2.3. SERIES OF NOTES..........................................................................4

ARTICLE 3 GENERAL 4

   SECTION 3.1. RATIFICATION OF TRUST AGREEMENT..........................................................4
   SECTION 3.2. COUNTERPARTS.............................................................................4
   SECTION 3.3. GOVERNING LAW............................................................................4
   SECTION 3.4. AMENDMENTS...............................................................................5
   SECTION 3.5. SERIES BENEFICIAL OWNER BOUND BY THIS SUPPLEMENT.........................................5



                                       B-2


          THIS SERIES TRUST SUPPLEMENT NO. - (this "SERIES TRUST SUPPLEMENT"),
dated as of -, is entered into among -, in its capacity as Delaware Trustee (the
"DELAWARE TRUSTEE"), The American National Red Cross, as Series Beneficial Owner
with respect to Series ___, and AMACAR Pacific Corp., in its individual capacity
as Trust Beneficial Owner (the "TRUST BENEFICIAL OWNER"), under the Amended and
Restated Trust Agreement, dated as of -, 2002 between the Delaware Trustee and
the Trust Beneficial Owner (as amended, modified, restated, supplemented and/or
replaced from time to time, exclusive of any supplement entered into for the
purpose of creating a separate Series of the Trust, the "TRUST AGREEMENT").

          WHEREAS, Sections 2.2 and 4.1 of the Trust Agreement provide, among
other things, that the Trust may at any time and from time to time enter into a
supplement to the Trust Agreement for the purpose of creating a separate Series
of the Trust and authorizing a separate Series of Notes.

          NOW, THEREFORE, in consideration of the premises and covenants set
forth in this Series Trust Supplement the parties agree as follows:

                                    ARTICLE 1
                             DEFINITIONS; REFERENCES

          SECTION 1.1.    TRUST AGREEMENT DEFINITIONS. All capitalized terms
used herein not otherwise defined shall have the meanings ascribed to such terms
in the Trust Agreement.

          SECTION 1.2.    REFERENCES; INTERPRETATION.

          (a)     All Article and Section references herein shall refer to
                  Articles and Sections of the Trust Agreement, except as
                  otherwise provided herein.

          (b)     The words "include", "includes" and "including" shall be
                  construed to be followed by the words "without limitation".

          (c)     Article and Section headings herein are for the convenience of
                  the reader and shall not be considered in interpreting this
                  Series Trust Supplement or the intent of the parties hereto.

          (d)     The words "herein", "hereof" and "hereunder" and other words
                  of similar import refer to this Series Trust Supplement as a
                  whole and not to any particular Article or Section or other
                  subdivision.

          SECTION 1.3.    SERIES DEFINITIONS. Unless otherwise provided herein
or unless such term is otherwise defined in the Trust Agreement, each
capitalized term used or defined herein shall relate only to the Series of the
Trust and the Series of Notes authorized under this Series Trust Supplement.

                                       B-3


                                    ARTICLE 2
                                  SERIES TRUST

          SECTION 2.1.    CREATION OF SERIES TRUST. Series No. - of the Trust is
hereby created. The Trust is hereby creating a new Series of the Trust pursuant
to Section 3806(b)(2) of the Delaware Statutory Trust Act, and is authorized to
issue a Series of Notes and to perform all acts and to enter into a Pricing
Supplement(s) and such other agreements as may be necessary in connection
therewith.

          SECTION 2.2.    AUTHORITY. The Delaware Trustee and the Administrator
are authorized to execute such documents on behalf of the Trust or the relevant
Series of the Trust and take such action on behalf of the Trust or the relevant
Series of the Trust as may be incidental thereto.

          SECTION 2.3.    SERIES OF NOTES. The Series of Notes referred to
herein and all Tranches thereof shall be issued under and governed by the
Indenture and the related Pricing Supplement.

          SECTION 2.4.    TERMINATION OF A SERIES. The termination of any
particular Series of the Trust will not have the effect of dissolving or
terminating the Trust or any other Series of the Trust.

                                    ARTICLE 3
                                     GENERAL

          SECTION 3.1.    RATIFICATION OF TRUST AGREEMENT. As supplemented by
this Series Trust Supplement, the Trust Agreement is in all respects ratified
and confirmed and the Trust Agreement as so supplemented by this Series Trust
Supplement shall be read, taken, and construed as one and the same instrument.
Without limiting the foregoing, the Series of the Trust shall be subject to the
provisions of Section 4.5 of the Trust Agreement.

          SECTION 3.2.    Indenture. The interest of the Series Beneficial Owner
created hereunder shall be subject to the provisions of the Indenture.

          SECTION 3.3.    COUNTERPARTS.

                  This Series Trust Supplement may be executed in any number of
counterparts, and by different parties hereto 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 together constitute one and
the same instrument. This Series Trust Supplement shall become effective upon
the execution of a counterpart by each of the parties hereto.

          SECTION 3.4.    GOVERNING LAW. This Series Trust Supplement shall be
governed by and construed in accordance with the laws of the State of Delaware,
without regard to conflict of laws principles.

                                       B-4


          SECTION 3.5.    AMENDMENTS. This Series Trust Supplement may be
amended, modified, restated, supplemented and/or replaced from time to time from
time to time in accordance with the terms of the Trust Agreement.

          SECTION 3.6.    SERIES BENEFICIAL OWNER BOUND BY THIS SUPPLEMENT. The
Series Beneficial Owner agrees to be bound by and shall comply with the terms of
the Trust Agreement and this Series Trust Supplement.

                                       B-5


          IN WITNESS WHEREOF, the parties hereto have caused this Series Trust
Supplement to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.

                                                   WILMINGTON TRUST COMPANY, not
                                                   in its individual capacity,
                                                   but solely as Delaware
                                                   Trustee


                                              By:
                                                   -----------------------------
                                                   Name:
                                                   Title:


                                                   AMACAR Pacific Corp.,
                                                   as Trust Beneficial Owner


                                              By:
                                                   -----------------------------
                                                   Name:
                                                   Title:

                                       B-6




                                                                     EXHIBIT 4.3

================================================================================


                                    INDENTURE

                                     BETWEEN

                          ALLSTATE LIFE GLOBAL FUNDING

                                       AND

                         BANK ONE, NATIONAL ASSOCIATION

                               DATED AS OF -, 2002


================================================================================




                                TABLE OF CONTENTS




                                                                                                        PAGE
                                                                                                      
                                    ARTICLE 1
                                   DEFINITIONS

   SECTION 1.1     CERTAIN TERMS DEFINED..................................................................1
   SECTION 1.2     INTERPRETATION........................................................................10

                                    ARTICLE 2
                                    THE NOTES

   SECTION 2.1     AMOUNT UNLIMITED......................................................................10
   SECTION 2.2     TITLE AND TERMS; NOTE CERTIFICATES....................................................10
   SECTION 2.3     FORMS GENERALLY.......................................................................13
   SECTION 2.4     CURRENCY; DENOMINATIONS...............................................................13
   SECTION 2.5     EXECUTION, AUTHENTICATION, DELIVERY AND DATE..........................................14
   SECTION 2.6     REGISTRATION, TRANSFER AND EXCHANGE...................................................15
   SECTION 2.7     MUTILATED, DESTROYED, LOST OR STOLEN NOTE CERTIFICATES................................17
   SECTION 2.8     INTEREST RECORD DATES.................................................................18
   SECTION 2.9     CANCELLATION..........................................................................18
   SECTION 2.10    GLOBAL SECURITIES.....................................................................19
   SECTION 2.11    WITHHOLDING TAX.......................................................................20
   SECTION 2.12    TAX TREATMENT.........................................................................21

                                    ARTICLE 3
          REDEMPTION, REPAYMENT AND REPURCHASE OF NOTES; SINKING FUNDS

   SECTION 3.1     REDEMPTION OF NOTES...................................................................21
   SECTION 3.2     REPAYMENT AT THE OPTION OF THE HOLDER.................................................25
   SECTION 3.3     REPURCHASE OF NOTES...................................................................26
   SECTION 3.4     SINKING FUNDS.........................................................................26

                                    ARTICLE 4
            PAYMENTS; PAYING AGENTS AND CALCULATION AGENT; COVENANTS

   SECTION 4.1     PAYMENT OF PRINCIPAL AND INTEREST.....................................................26
   SECTION 4.2     OFFICES FOR PAYMENTS, ETC.............................................................29
   SECTION 4.3     PAYMENT DATE NOT A BUSINESS DAY.......................................................29
   SECTION 4.4     APPOINTMENT TO FILL A VACANCY IN OFFICE OF INDENTURE TRUSTEE..........................30
   SECTION 4.5     PAYING AGENTS.........................................................................30
   SECTION 4.6     CALCULATION AGENT.....................................................................33
   SECTION 4.7     CERTIFICATE TO INDENTURE TRUSTEE......................................................36
   SECTION 4.8     NEGATIVE COVENANTS....................................................................36
   SECTION 4.9     ADDITIONAL AMOUNTS....................................................................38



                                        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.................40
   SECTION 5.2     COLLECTION OF INDEBTEDNESS BY INDENTURE TRUSTEE; INDENTURE TRUSTEE MAY PROVE DEBT.....43
   SECTION 5.3     APPLICATION OF PROCEEDS...............................................................46
   SECTION 5.4     SUITS FOR ENFORCEMENT.................................................................47
   SECTION 5.5     RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS...................................47
   SECTION 5.6     LIMITATIONS ON SUITS BY HOLDERS.......................................................47
   SECTION 5.7     POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER OF DEFAULT...............48
   SECTION 5.8     CONTROL BY THE HOLDERS................................................................49
   SECTION 5.9     WAIVER OF PAST DEFAULTS...............................................................49

                                    ARTICLE 6
                              THE INDENTURE TRUSTEE

   SECTION 6.1     CERTAIN DUTIES AND RESPONSIBILITIES...................................................50
   SECTION 6.2     CERTAIN RIGHTS OF THE INDENTURE TRUSTEE...............................................51
   SECTION 6.3     NOT RESPONSIBLE FOR RECITALS, VALIDITY OF THE NOTES OR APPLICATION OF THE PROCEEDS....52
   SECTION 6.4     MAY HOLD NOTES; COLLECTIONS, ETC......................................................52
   SECTION 6.5     FUNDS HELD BY INDENTURE TRUSTEE.......................................................53
   SECTION 6.6     COMPENSATION; REIMBURSEMENT; INDEMNIFICATION..........................................53
   SECTION 6.7     CORPORATE TRUSTEE REQUIRED; ELIGIBILITY...............................................54
   SECTION 6.8     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE.............................54
   SECTION 6.9     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE........................................56
   SECTION 6.10    MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS OF INDENTURE TRUSTEE......57
   SECTION 6.11    LIMITATIONS ON RIGHTS OF INDENTURE TRUSTEE AS CREDITOR................................57

                                    ARTICLE 7
            HOLDERS LIST AND REPORTS BY INDENTURE TRUSTEE AND ISSUER

   SECTION 7.1     ISSUER TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES OF HOLDERS....................58
   SECTION 7.2     PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS.................................58
   SECTION 7.3     REPORTS BY INDENTURE TRUSTEE..........................................................58
   SECTION 7.4     REPORTS BY ISSUER.....................................................................59

                                    ARTICLE 8
                             CONCERNING EACH HOLDER

   SECTION 8.1     EVIDENCE OF ACTION TAKEN BY A HOLDER..................................................60
   SECTION 8.2     PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF NOTES.............................61



                                       ii



                                                                                                      
   SECTION 8.3     VOTING RECORD DATE....................................................................61
   SECTION 8.4     PERSONS DEEMED TO BE OWNERS...........................................................61
   SECTION 8.5     NOTES OWNED BY ISSUER DEEMED NOT OUTSTANDING..........................................61
   SECTION 8.6     RIGHT OF REVOCATION OF ACTION TAKEN; BINDING EFFECT OF ACTIONS BY HOLDERS.............62

                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

   SECTION 9.1     SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS....................................63
   SECTION 9.2     SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.......................................64
   SECTION 9.3     COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL INDENTURE.................65
   SECTION 9.4     DOCUMENTS TO BE GIVEN TO INDENTURE TRUSTEE............................................65
   SECTION 9.5     NOTATION ON NOTE CERTIFICATES IN RESPECT OF SUPPLEMENTAL INDENTURES...................65

                                   ARTICLE 10
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

   SECTION 10.1    ISSUER MAY NOT MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY............................66

                                   ARTICLE 11
            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED FUNDS

   SECTION 11.1    SATISFACTION AND DISCHARGE OF INDENTURE...............................................66
   SECTION 11.2    APPLICATION BY INDENTURE TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT OF NOTES..............67
   SECTION 11.3    REPAYMENT OF FUNDS HELD BY PAYING AGENT...............................................67
   SECTION 11.4    RETURN OF FUNDS HELD BY INDENTURE TRUSTEE AND PAYING AGENT............................67

                                   ARTICLE 12
                          MEETINGS OF HOLDERS OF NOTES

   SECTION 12.1    PURPOSES FOR WHICH MEETINGS MAY BE CALLED.............................................68
   SECTION 12.2    CALL, NOTICE AND PLACE OF MEETINGS....................................................68
   SECTION 12.3    PERSONS ENTITLED TO VOTE AT MEETINGS..................................................68
   SECTION 12.4    QUORUM; ACTION........................................................................69
   SECTION 12.5    DETERMINATION OF VOTING RIGHTS; CONDUCT OF ADJOURNMENT OF MEETINGS....................70
   SECTION 12.6    COUNTING VOTES AND RECORDING ACTION OF MEETINGS.......................................71

                                   ARTICLE 13
                            MISCELLANEOUS PROVISIONS

   SECTION 13.1    NO RECOURSE...........................................................................71
   SECTION 13.2    PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND HOLDERS...................72
   SECTION 13.3    SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY INDENTURE...................................72



                                       iii



                                                                                                      
   SECTION 13.4    NOTICES AND DEMANDS ON ISSUER, INDENTURE TRUSTEE AND ANY HOLDER.......................72
   SECTION 13.5    ISSUER'S CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO BE CONTAINED THEREIN.....73
   SECTION 13.6    GOVERNING LAW.........................................................................74
   SECTION 13.7    COUNTERPARTS..........................................................................75
   SECTION 13.8    CONCERNING THE DELAWARE TRUSTEE.......................................................75
   SECTION 13.9    EFFECT OF HEADINGS....................................................................75
   SECTION 13.10   TRUST INDENTURE ACT TO CONTROL........................................................75
   SECTION 13.11   JUDGMENT CURRENCY.....................................................................75

                                   ARTICLE 14
                                SECURITY INTEREST

   SECTION 14.1    SECURITY INTEREST.....................................................................76
   SECTION 14.2    REPRESENTATIONS AND WARRANTIES........................................................77
   SECTION 14.3    FURTHER ASSURANCES; COVENANTS.........................................................78
   SECTION 14.4    GENERAL AUTHORITY.....................................................................79
   SECTION 14.5    REMEDIES UPON EVENT OF DEFAULT........................................................80
   SECTION 14.6    LIMITATION ON DUTIES OF INDENTURE TRUSTEE WITH RESPECT TO COLLATERAL..................81
   SECTION 14.7    CONCERNING THE INDENTURE TRUSTEE......................................................81
   SECTION 14.8    TERMINATION OF SECURITY INTEREST......................................................81



EXHIBIT A-1 FORM OF GLOBAL SECURITY
EXHIBIT A-2 FORM OF DEFINITIVE SECURITY

                                       iv


                              RECONCILIATION TABLE




Trust Indenture Act Section                                                               Indenture Section
                                                                                                 
Section 310(a)(1).......................................................................................6.7
 (a)(2).................................................................................................6.7
 (b)....................................................................................................6.8
Section 311(a).........................................................................................6.12
Section 312(a)..........................................................................................7.1
 (b)....................................................................................................7.2
 (c)....................................................................................................7.2
Section 313(a).......................................................................................7.3(c)
 (b)(2).................................................................................................7.3
 (c)....................................................................................................7.3
 (d)....................................................................................................7.3
Section 314(a)..........................................................................................7.4
 (b)....................................................................................................7.3
 (c)(1).............................................................................................13.5(a)
 (c)(2).............................................................................................13.5(a)
 (e)................................................................................................13.5(b)
 (f)................................................................................................13.5(a)
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).................................................................................................4.5(a)
Section 318(a)........................................................................................13.10



    This reconciliation table shall not be deemed to be part of the Indenture
                                for any purpose.



          THIS INDENTURE, dated as of -, 2002 between Allstate Life Global
Funding, a statutory trust organized in series under the laws of the State of
Delaware and acting hereunder with respect to each series of the Trust (the
"ISSUER"), and Bank One, National Association, as indenture trustee (the
"INDENTURE TRUSTEE"),

                              W I T N E S S E T H :

          WHEREAS, the Issuer has duly authorized the issue from time to time of
senior secured notes to be issued in one or more series (the "NOTES") up to the
principal amount or amounts as may from time to time be authorized in accordance
with the terms of this Indenture;

          WHEREAS, all things necessary to make this Indenture a valid indenture
and agreement according to its terms, have been done;

          NOW, THEREFORE, in consideration of the premises and the purchases of
the Notes by each Holder thereof, the Issuer and the Indenture Trustee mutually
covenant and agree for the equal and proportionate benefit of each Holder from
time to time of the Notes as follows:

                                    ARTICLE 1
                                   DEFINITIONS

          SECTION 1.1   CERTAIN TERMS DEFINED. The following terms shall have
the meanings specified in this Section for all purposes of this Indenture and
the Notes, unless otherwise expressly provided. All other terms used in this
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 herein
otherwise expressly provided 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 this Indenture as originally executed.

          "ADDITIONAL AMOUNTS" means any additional amounts which may be
required by any Notes of a series, under circumstances specified in a Note
Certificate or Supplemental Indenture for such series, to be paid by the Issuer
in respect of certain taxes, assessments or other governmental charges imposed
on Holders specified therein and which are owing to such Holders.

          "ADMINISTRATIVE AGREEMENT" means that certain administrative services
agreement dated as of June 24, 2002 by and between the Issuer and the
Administrator, as the same may be amended, modified, restated, supplemental
and/or replaced from time to time.

          "ADMINISTRATOR" means AMACAR Pacific Corp., a Delaware corporation, in
its capacity as the sole administrator of the Issuer generally and with respect
to each series of the Issuer, 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.

          "AGENT" has the meaning ascribed in the relevant Distribution
Agreement.

          "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); provided,
further, that, with respect to Notes as to which LIBOR is an applicable Interest
Rate Basis, the day must also be a London Banking Day (as defined below).

          "CALCULATION AGENT" means the Indenture Trustee in its capacity as
calculation agent and its successors, and each other Person specified as
calculation agent with respect to any Notes in an applicable Note Certificate or
Supplemental Indenture.

          "CERTIFICATED NOTE" means a Note represented by a Definitive Security.

          "CLEARING CORPORATION" means, with respect to any series of Notes,
DTC, or any other clearing system specified in each applicable Note Certificate
or Supplemental Indenture and their respective successors and "CLEARING
CORPORATIONS" means all of the foregoing.

          "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 any series of Notes, (i) each
Funding Agreement from time to time issued by the Funding Agreement Provider and
securing such series of Notes, whether owned at the time of issuance of such
series of Notes or thereafter acquired by the Issuer, including all benefits,
rights, privileges and options thereunder, (ii) any other collateral specified
in the applicable Note Certificate or Supplemental Indenture, (iii) all Proceeds
in respect of each such Funding Agreement, and (iv) all books and records
(including without limitation, computer programs, printouts and other computer
materials and files) of the Issuer pertaining to the foregoing, as described in
each Note Certificate or Supplemental Indenture with respect to such series of
Notes.

          "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 this Indenture such
Commission is not existing and performing the

                                        2


duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

          "CORPORATE TRUST OFFICE" means the office of the Indenture Trustee at
which this Indenture shall, at any particular time, be principally administered,
which office is, at the date as of which this Indenture is dated, located at 1
Bank One Plaza, Suite IL1-0823, Chicago, Illinois 60670-0823, except that for
the purposes of Section 4.1(f) it shall be 55 Water Street, 1st Floor, Jeannette
Park Entrance, New York, New York 10041.

          "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, (v) 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, (vi)
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 (vii) 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.

          "DEPOSIT" has the meaning ascribed in the Trust Agreement.

          "DEPOSITARY" shall mean, with respect to the Notes of any series
represented by one or more Global Securities, the Clearing Corporation or its
agent or nominee designated as Depositary by the Company pursuant to Section
2.10 until a successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "DEPOSITARY" shall mean
or include each Person who is then a Depositary hereunder, and if at any time
there is more than one such Person, "DEPOSITARY" as used with respect to the
Notes of any such series shall mean the Depositary with respect to the Notes of
that series. Each 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.

          "DISCOUNT" means, with respect to any Discount Notes, the difference
between the Issue Price and the principal amount of such Discount Notes.

          "DISCOUNT NOTES" shall mean any Notes that have 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.

                                        3


          "DISTRIBUTION AGREEMENT" means one or more distribution agreements
entered into by and among the Issuer and each Agent named therein and
subsequently added as a party to such agreement, as the same may be amended from
time to time.

          "DTC" means The Depository Trust Company and its successors.

          "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.

          "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" has the meaning set forth in Section 4.1(c).

          "FOREIGN CURRENCY NOTE" means a Note the Specified Currency of which
is other than U.S. Dollars.

          "FUNDING AGREEMENT" means each funding agreement between the Funding
Agreement Provider and Issuer issued from time to time by the Funding Agreement
Provider up to the principal amount or amounts as may from time to time be
authorized by the Funding Agreement Provider and subsequently assigned by the
Issuer to the Indenture Trustee, as any of the same shall be amended from time
to time.

          "FUNDING AGREEMENT PROVIDER" means Allstate Life Insurance Company, a
life insurance company organized under the laws of the State of Illinois.

          "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 of any series, 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 of any
series.

          "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

                                        4


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 any Note, (i) any Person who has
possession of the Note Certificate representing such Note if such Note is
registered in the name of such Person in the applicable Note Register or (ii) if
there is no such Person, any Person in whose name such Note is registered in the
applicable Note Register.

          "INCORPORATED PROVISION" has the meaning set forth in Section 13.10.

          "INDENTURE" means this instrument as originally executed and delivered
or, if amended or supplemented as herein provided, as so amended or supplemented
or both, and shall include the terms of particular series of Notes established
as contemplated hereby.

          "INDENTURE TRUSTEE" means the entity identified as "Indenture Trustee"
in the first paragraph hereof and, subject to the provisions of Article 6, shall
also include any successor Indenture Trustee.

          "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
this Indenture or an applicable Note Certificate of Supplemental Indenture.

          "INTEREST", (i) with respect to any Discount Note which by its terms
bears interest only after maturity, means interest payable after maturity; and
(ii) with respect to any Note that is not a Discount Note, means interest on
such Note.

          "INTEREST PAYMENT DATE" has the meaning specified in Section 2.8(a).

          "ISSUE PRICE" means, with respect to any Notes, the issue price of
such Notes specified in each applicable Note Certificate or Supplemental
Indenture.

          "ISSUER" means Allstate Life Global Funding, a statutory trust
organized in series under the laws of the State of Delaware, and, subject to
Article 10 hereof, its successors and assigns.

          "ISSUER'S CERTIFICATE" means a certificate signed by the Administrator
on behalf of the Issuer and delivered to the Indenture Trustee. Each such
certificate shall include the statements provided for in Section 13.5.

          "LIBOR", with respect to a series of Notes, has the meaning ascribed
in an applicable Note Certificate or Supplemental Indenture.

                                        5


          "LIBOR CURRENCY" means the currency specified in an applicable Note
Certificate or Supplemental Indenture as to which LIBOR shall be calculated or,
if no currency is specified in the applicable Note Certificate or Supplemental
Indenture, 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 Issuer
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.

          "LONDON BANKING DAY" means a day on which commercial banks are open
for business (including dealings in the LIBOR Currency) in London.

          "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 a series of Notes, any date prior to the Stated
Maturity Date on which such principal (or such installment of principal) of such
series of Notes becomes due and payable whether, as applicable, by the
declaration of acceleration of maturity, notice of redemption at the option of
the Issuer, notice of the Holder's option to elect repayment or otherwise.

          "NONRECOURSE PARTIES" has the meaning set forth in Section 13.1.

          "NOTE" has the meaning stated in the first recital of this Indenture,
each in an authorized denomination and represented individually or collectively
by a Note Certificate authenticated and delivered under this Indenture.

          "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, with respect to a series of Notes, the
obligations of the Issuer secured under such series of Notes and this 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 Issuer, whether or not allowed or allowable as a claim in
any such proceeding) on, and any Additional Amounts with respect to, such series
of Notes or pursuant to this Indenture, (b) all other amounts payable by the
Issuer hereunder or under such series of 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 Issuer or the Indenture
Trustee or who may be other

                                        6


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", when used with reference to any series of Notes, shall,
subject to the provisions of Section 8.5, mean, as of any particular time, all
Notes represented by Note Certificates with respect to such series executed by
the Issuer and authenticated and delivered by the Indenture Trustee under this
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 (other than the Issuer) or shall have
been set aside, segregated and held in trust by the Issuer (if the Issuer shall
act as its own 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
herein provided, 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 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 Issuer).

          "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 an applicable Note Certificate or Supplemental
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, trust or other organization, whether or not a legal
entity, and any government or any agency or political subdivision thereof.

          "PLAN" means a pension, profit-sharing or other employee benefit plan
subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), an individual retirement account or a Keogh plan subject to Section
4975 of the Code.

          "PLAN ASSET ENTITY" means any entity whose underlying assets include
"plan assets" by reason of any Plan's investment in the entity.

          "PRINCIPAL" (i) with respect to Discount Notes, means such amount as
shall be due and payable as specified in the terms of the applicable Discount
Notes; and (ii) with respect to any Note that is not a Discount Note, means the
principal of such Note.

          "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 and Swiss francs, the "Principal

                                        7


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 Issuer 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 any Note or portion thereof
to be redeemed, pursuant to Section 3.1(b) or Section 3.1(c), the price for
redemption of such Note or portion thereof as determined by or pursuant to this
Indenture or an applicable Note Certificate or Supplemental Indenture.

          "REGISTRAR" has the meaning specified in Section 2.6(a).

          "REGULAR INTEREST RECORD DATE" has the meaning set forth in Section
2.8.

          "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 this Indenture or an applicable
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, this 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 Issuer, 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
or Administrator, 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.

                                        8


          "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.

          "SERIES BENEFICIAL OWNER" means with respect to a series of Notes of
the Issuer, the sole beneficial owner of such series of the Issuer as defined
and used in Sections 3801(b) and 3806(b)(2) of the Delaware Statutory Trust Act,
and its successors.

          "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 this Indenture or an applicable 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.

          "SUPPORT AND EXPENSES AGREEMENT" means that certain support and
expenses agreement dated as of June 24, 2002, by and between the Funding
Agreement Provider and the Issuer, as the same may be amended 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).

          "TRUST AGREEMENT" means that certain Trust Agreement dated as of June
24, 2002 declaring and establishing the Issuer, by and between the Trust
Beneficial Owner and the Delaware Trustee, as amended by the Amended and
Restated Trust Agreement dated -, as the same may be amended, modified,
restated, supplemented and/or replaced from time to time.

          "TRUST BENEFICIAL OWNER" means AMACAR Pacific Corp., a Delaware
corporation, in its capacity as the sole beneficial owner of the Trust and its
successors.

          "TRUST INDENTURE ACT" shall mean the Trust Indenture Act of 1939, as
amended.

          "UCC" means, with respect to any applicable jurisdiction, the Uniform
Commercial Code as in effect from time to time in the applicable jurisdiction.

                                        9


          "UNITED STATES", except as otherwise provided in or pursuant to this
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 this 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 herein 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 hereof;

          (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 this Indenture;

          (d)  the words "herein", "hereof" and "hereunder" and other words of
               similar import refer to this Indenture as a whole and not to any
               particular Article, Section or other subdivision;

          (e)  the words "include", "includes" and "including" shall be
               construed to be followed by the words "without limitation"; and

          (f)  Article and Section headings are for the convenience of the
               reader and shall not be considered in interpreting this Indenture
               or the intent of the parties hereto.

                                    ARTICLE 2
                                    THE NOTES

          SECTION 2.1   AMOUNT UNLIMITED. The aggregate principal amount of
Notes that may be authenticated and delivered under this Indenture is unlimited.

          SECTION 2.2   TITLE AND TERMS; NOTE CERTIFICATES.

          (a)  The Notes may be issued in one or more series, each as set forth
               in a Note Certificate. Each such Note Certificate shall set
               forth:

               (i)    the title of the Notes of the series (which shall
                      distinguish the Notes of the series from all other Notes);

                                       10


               (ii)   any limit on the aggregate principal amount of the Notes
                      of the series that may be issued under this Indenture
                      (except for any Notes of the series represented by any
                      Note Certificates authenticated and delivered upon
                      registration of transfer of any Notes, or in exchange for,
                      or in lieu of, other Note Certificates, pursuant to
                      Sections 2.6, 2.7, 2.10 or 9.5);

               (iii)  if such Notes are to be issued as Book-Entry Notes
                      represented by one or more Global Securities, when any of
                      such Notes are to be issued as Book-Entry Notes and (A)
                      whether such Book-Entry Notes may be exchanged for
                      Certificated Notes of the same series and of like tenor
                      and of any authorized form and denomination, and the
                      circumstances under which any such exchanges may occur, if
                      other than in the manner specified in Section 2.10, (B)
                      the name of the Depositary with respect to any Global
                      Security and (C) the name of the applicable Clearing
                      Corporation, if other than DTC;

               (iv)   the date or dates on which the principal of the Notes of
                      the series is payable, including pursuant to the exercise
                      of any right or obligation of redemption or repayment;

               (v)    the rate or rates at which the Notes of the series shall
                      bear interest, if any, or the method by which such rate
                      shall be determined, the date or dates from which such
                      interest shall accrue, the interest payment dates on which
                      such interest shall be payable and the record dates for
                      the determination of the Holder or Holders to whom
                      interest is payable; and if the Notes of the series
                      provide for Additional Amounts, the method by which such
                      Additional Amounts are determined and paid;

               (vi)   the place or places where the principal of, any premium
                      and interest on, and any Additional Amounts with respect
                      to, Notes of the series shall be payable, where any Note
                      Certificates representing Notes of such series may be
                      surrendered for registration of transfer of any such
                      Notes, where any of such Note Certificates may be
                      surrendered for exchange and where notices or demands to
                      or upon the Issuer in respect of such Notes and this
                      Indenture may be served (in each case, if other than as
                      provided in Section 4.2);

               (vii)  the right, if any, of the Issuer to redeem Notes, in whole
                      or part, at its option and the period or periods within
                      which, the price or prices at which, and the terms and
                      conditions upon which, Notes of the series may be redeemed
                      pursuant to any sinking fund or otherwise;

                                       11


               (viii) the right or obligation, if any, of the Issuer to redeem,
                      purchase or repay Notes of the series at the option of the
                      Issuer, or pursuant to Tax Event, any mandatory redemption
                      sinking fund or analogous provisions, or at the option of
                      a Holder thereof or otherwise and the period or periods
                      within which, the price or prices at which, and the terms
                      and conditions upon which, Notes of the series shall be
                      redeemed, purchased or repaid, in whole or in part,
                      pursuant to such obligation;

               (ix)   the authorized denominations in which the Notes of the
                      series shall be issuable, if other than $1,000 and
                      integral multiples of $1,000;

               (x)    the currency in which payment of the principal of,
                      interest and premium on, and Additional Amounts with
                      respect to, any of such Notes shall be payable, if other
                      than U.S. dollars;

               (xi)   whether the amount of payments of principal of, premium
                      and interest on, and Additional Amounts with respect to,
                      such Notes may be determined with reference to an index,
                      formula or other method or methods and, if so, the terms
                      and conditions upon which and the manner in which such
                      amounts shall be determined and paid or payable;

               (xii)  if the Notes are to be listed on one or more stock
                      exchanges, the name or names of such exchanges;

               (xiii) if other than the principal amount thereof, the portion of
                      the principal amount of the Notes of the series which
                      shall be payable upon declaration of acceleration of the
                      maturity thereof pursuant to Section 5.1 or provable in
                      bankruptcy pursuant to Section 5.2;

               (xiv)  a description of the Collateral securing the Obligations
                      with respect to the Notes of such series;

               (xv)   any other terms of the series (which terms shall not be
                      inconsistent with the provisions of this Indenture); and

               (xvi)  any trustees, authenticating or paying agents, transfer
                      agents or registrars or any other agents with respect to
                      the Notes of such series (in each case, if other than as
                      provided in this Indenture).

          (b)  All Notes of any one series shall be substantially identical
               except as to denomination and except as may otherwise be provided
               in each applicable Note Certificate or pursuant to an applicable
               Supplemental Indenture.

          (c)  The Issuer may, within six months following the issue of a series
               of Notes and without the consent of any Holder, issue additional
               Notes with the same terms as previously issued Notes (other than
               the date of issuance, the

                                       12


               denomination sizes, the interest commencement date and the
               offering price) that will form a single series with the
               previously issued Notes; PROVIDED, HOWEVER, prior to or
               simultaneously with the issuance of any such additional Notes,
               the Funding Agreement Provider has issued or will simultaneously
               issue one or more additional Funding Agreements to the Issuer to
               be part of the applicable series Collateral, with an aggregate
               principal amount equal to that of the additional Notes issued or
               to be issued.

          SECTION 2.3   FORMS GENERALLY.

          (a)  Each Note Certificate, and each of the Indenture Trustee's
               certificates of authentication, shall be in a form not
               inconsistent with the provisions of this Indenture, including,
               without limitation, Exhibit A-1 and Exhibit A-2 or as established
               by any Supplemental Indenture. Any Note Certificate or
               certificate of authentication shall include such appropriate
               insertions, omissions, substitutions and other variations as are
               required or permitted by this Indenture or as may in the Issuer'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 Issuer 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 Issuer executing such Notes may
               determine.

          (c)  The terms and provisions contained in the Note Certificates and
               in any Supplemental Indenture shall constitute, and are hereby
               expressly made, a part of this Indenture and to the extent
               applicable the Issuer and the Indenture Trustee, by their
               execution and delivery of this 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 for any series of Notes, Notes of such
               series will be denominated in, and payments of principal of,
               premium and interest on, and Additional Amounts in respect to,
               the Notes of such series will be made in, U.S. dollars. The
               currency in which a particular series of Notes 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

                                       13


               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
               herein referred to as the "SPECIFIED CURRENCY" with respect to
               such series of Notes.

          (b)  If the principal of or premium and interest on, and Additional
               Amounts with respect to, any Note is payable in a Specified
               Currency other than U.S. dollars which is not available due to
               the imposition of exchange controls or other circumstances beyond
               the control of the Issuer, the Issuer shall be entitled to
               satisfy its obligations to holders of the Notes by making such
               payment in U.S. dollars on the basis of the most recently
               available bid quotation determined on the applicable
               determination date related to such payment from a leading foreign
               exchange bank in London or New York City selected by the Paying
               Agent, for the purchase of U.S. dollars with the Specified
               Currency for settlement on such payment date of the aggregate
               amount of the Specified Currency payable to all holders of Notes
               denominated other than in U.S. dollars scheduled to receive U.S.
               Dollar payments.

          (c)  Unless otherwise specified in the applicable Note Certificates or
               in a Supplemental Indenture, Notes of any series shall be issued
               in minimum denominations of $1,000 and integral multiples of
               $1,000 in excess thereof or equivalent denominations in other
               currencies.

          (d)  The Issuer may (if so specified in an applicable Note Certificate
               or Supplemental Indenture) without the consent of the Holder of
               any Note, redenominate all, but not less than all, of the Notes
               of any 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 Note Certificate or Supplemental Indenture.

          (e)  Unless otherwise specified in an applicable Note Certificate or
               Supplemental Indenture, the Issuer 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 Issuer
               by any Responsible Officer of the Issuer. The signature of any
               Responsible Officer of the Issuer 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 Issuer shall bind the
               Issuer,

                                       14


               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 this Indenture, the Issuer may deliver Note
               Certificates representing Notes of any series executed by or on
               behalf of the Issuer to the Indenture Trustee for authentication,
               and the Indenture Trustee shall thereupon authenticate and
               deliver such Note Certificates as provided in this 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 Issuer, to the effect that the issue
               of the Notes represented by such Note Certificates pursuant to
               this Indenture will adversely affect the Indenture Trustee's own
               rights, duties or immunities under this Indenture.

          (e)  All Note Certificates shall be dated the date of their
               authentication.

          (f)  No Note shall be entitled to any benefit under this 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
               hereto 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 hereunder.

          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, with respect to
               each series of Notes, the Indenture Trustee will cause to be kept
               at the Corporate Trust Office of the Indenture Trustee a register
               (each, a "NOTE REGISTER") in which, subject to such reasonable
               regulations as it may prescribe, the Indenture Trustee will
               provide for the registration of the Notes of such series and of
               transfers of the Notes of such series. Each 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 an applicable 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 an
               applicable Note Certificate or Supplemental Indenture,

                                       15


               the Issuer 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
               the same series 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 of the same
               series in an equal aggregate principal amount of the Notes 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 an applicable Note
               Certificate or Supplemental Indenture. Whenever any Note
               Certificate is so surrendered for exchange, the Issuer 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
               Issuer, evidencing the same debt, and entitled to the same
               benefits under this Indenture, as the Note Certificates
               surrendered in connection with any such transfer or exchange.
               Upon surrender of an applicable Note Certificate transfer or
               exchange pursuant to this Section 2.6 each applicable 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 an applicable 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.

          (e)  Every Note Certificate presented or surrendered in connection
               with any transfer or exchange shall (if so required by the Issuer
               or the Indenture Trustee) be duly endorsed, or be accompanied by
               a written instrument of transfer in form satisfactory to the
               Issuer 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 Issuer may
               require payment of a

                                       16


               sum sufficient to cover any tax or other governmental charge that
               may be imposed in connection with any transfer of Notes or
               exchange of Notes Certificates.

          (g)  Except as otherwise provided in or pursuant to this Indenture,
               the Issuer 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 of any applicable series
               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 Issuer 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 Issuer, or the Indenture Trustee and the
               Issuer receive evidence to their satisfaction of the destruction,
               loss or theft of any Note Certificate, and (ii) there is
               delivered to the Issuer 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 Issuer or the
               Indenture Trustee that such Note Certificate has been acquired by
               a protected purchaser, the Issuer 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 the same series 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 Issuer in its discretion may,
               instead of issuing a new Note Certificate, pay the Notes
               represented by such Note Certificate.

          (c)  Upon the execution, authentication and delivery of any new Note
               Certificate under this Section, the Issuer 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.

                                       17


          (d)  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 Issuer, whether or not
               any obligation with respect to 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 this
               Indenture equally and proportionately with any and all other
               Notes, if any, of such series duly issued, executed,
               authenticated and delivered hereunder.

          (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 of a
               series which is payable, on any interest payment date specified
               in the Note Certificates or in any Supplemental Indenture for
               such series (each such date, an "INTEREST PAYMENT DATE") shall be
               paid to the Holder of such Note of such series at the close of
               business on the date specified as the regular interest record
               date for such series in the Note Certificates or Supplemental
               Indenture for such series (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 for a series of Notes, any interest on,
               and any Additional Amounts with respect to, any Note of such
               series which is payable, but is not punctually paid or duly
               provided for, on any Interest Payment Date specified in the
               applicable Note Certificates or Supplemental Indenture or
               indentures (the "DEFAULTED INTEREST") shall forthwith cease to be
               payable to the Holder of such Note of such series on the relevant
               Regular Interest Record Date by virtue of having been such
               Holder, and such Defaulted Interest shall be paid by the Issuer
               to the Holder of such Note of such series at the close of
               business on a special record date (the "SPECIAL INTEREST RECORD
               DATE") established by the Issuer by notice to each applicable
               Holder and the Indenture Trustee in accordance with Section 14.4,
               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

                                       18


delivered to the Indenture Trustee and, if not already cancelled, shall be
promptly cancelled by it. The Issuer may at any time deliver to the Indenture
Trustee for cancellation any Note Certificate previously authenticated and
delivered hereunder which the Issuer 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 this Indenture. The Indenture Trustee shall destroy
all cancelled Note Certificates held by it and deliver a certificate of
destruction to the Issuer. If the Issuer 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 this Indenture, with respect to the Notes of a
               series, the term "EXCHANGE EVENT" means any of the following:

               (i)    the Depositary with which any Global Security evidencing
                      the Notes of such series is deposited shall have notified
                      the Issuer that it is unwilling or unable to continue as
                      the Depositary for any applicable Global Security or the
                      Issuer becomes aware that the Depository has ceased to be
                      a clearing agency registered under the Exchange Act and,
                      in any such case, the issuer fails to appoint a successor
                      to the Depositary within 60 calendar days;

               (ii)   the Issuer, in its sole discretion, determines that the
                      Notes of such series should no longer be represented
                      solely by one or more Global Securities; or

               (iii)  an Event of Default shall have occurred and the maturity
                      of the Notes of such series shall have been accelerated in
                      accordance with the terms of the Indenture and the Notes
                      of such series.

          (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 Issuer 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

                                       19


                      cancelled by the Indenture Trustee, Definitive Security or
                      Definitive Securities each representing such number of
                      Notes of such series as may be specified by the applicable
                      Depositary in an aggregate principal amount equal to the
                      principal amount of Notes of the same series that shall
                      have been represented by such Global Security and shall
                      register the Certificated Notes represented by such
                      Definitive Security or Definitive Securities in the name
                      of the applicable Depository or its nominee;

               (ii)   notwithstanding any other provision of the Notes or this
                      Indenture, each applicable Depositary may deliver to the
                      applicable Entitlement Holders or in accordance with their
                      instructions to any other Person any Definitive Security
                      or Definitive Securities received from the Issuer pursuant
                      to Section 2.10(c)(i) hereof, and the Registrar shall
                      register the Certificated Notes represented by such
                      Definitive Security or Definitive Securities so delivered
                      in such names as the applicable Depositary shall specify
                      to the Indenture Trustee; and

               (iii)  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
                      Certificated 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 this
                      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 payments under the Notes will be
made without deduction or withholding for any present or future taxes, duties,
assessments or

                                       20


governmental charges of any nature, unless such withholding or deduction is
required by law, regulation or official interpretation. Unless otherwise
provided in the applicable Note Certificate or Supplemental Indenture, the
Issuer will not pay any Additional Amounts to Holders of Notes of a series 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.

          SECTION 2.12  TAX TREATMENT.

          (a)  The parties hereto hereby agree, and each Holder and beneficial
               owner of Notes of each series by its purchase of Notes is deemed
               to agree, that for United States Federal, state and local income
               and franchise tax purposes:

               (i)    each Note be treated as indebtedness of the Funding
                      Agreement Provider; and

               (ii)   the Issuer and any series of the Issuer be ignored.

          (b)  The parties hereto hereby agree, and each Holder and beneficial
               owner of Notes of each series by its purchase of Notes is deemed
               to agree, to not take any action inconsistent with the treatment
               described in Section 2.12(a) (including, without limitation,
               under United States Treasury Regulations Sections 301.7701-2, or
               301-7701-3, the "check-the-box regulations") unless otherwise
               required by applicable law.

                                    ARTICLE 3
          REDEMPTION, REPAYMENT AND REPURCHASE OF NOTES; SINKING FUNDS

          SECTION 3.1   REDEMPTION OF NOTES.

          (a)  Redemption of Notes of any series Issuer as permitted or required
               by this Indenture and each applicable Note Certificate or
               Supplemental Indenture will be made in accordance with the terms
               of such Notes and (except as otherwise provided herein or
               pursuant hereto) this Section.

          (b)  If any Initial Redemption Date is specified in an applicable Note
               Certificate or Supplemental Indenture, the Issuer may redeem
               Notes of the particular series 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 $1,000 or any other integral multiple of an authorized
               denomination of such Notes specified 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 Issuer is required at any time to pay Additional
               Amounts or if the Issuer is obligated to withhold or deduct any
               United States taxes with

                                       21


               respect to any payment under the Notes, as set forth in each
               applicable Note Certificate or Supplemental Indenture, or if
               there is a material probability that the Issuer 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 or the Issuer'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 Section 12(b) of such Funding Agreement,
               then the Issuer will redeem the particular series of 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, Issuer shall provide to the Indenture Trustee a notice
               of redemption of any Notes (i) in case of any redemption at the
               election of the Issuer, not more than 60 days nor less than 30
               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 Issuer of less than all of the Notes of any
               series such notice shall specify the aggregate principal amount
               of the Notes of such series to be redeemed.

          (e)  If less than all of the Notes of any series are to be redeemed at
               the option of the Issuer, 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 of such
               series not previously called for redemption, by such method as
               the Indenture Trustee shall deem fair and appropriate, acting in
               accordance with its obligations under this Indenture, and which
               may provide for the selection for redemption of portions of the
               principal amount of Notes of such series; PROVIDED, HOWEVER, that
               no such partial redemption shall reduce the portion of the
               principal amount of a Note of such series not redeemed to less
               than the minimum denomination for a Note of such series
               established in or pursuant to this Indenture. The Indenture
               Trustee shall promptly notify the Issuer 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 and the aggregate principal amount thereof to be
               redeemed. For all purposes of this Indenture, unless the context
               otherwise requires, all provisions relating to the redemption of
               Notes shall relate, in the case of any Notes redeemed or

                                       22


               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 herein, in each applicable Note
               Certificate or in a Supplemental Indenture, the Issuer shall give
               a notice of redemption to each Holder of the Notes to be redeemed
               at the Issuer's option (i) in case of any redemption at the
               election of the Issuer, 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, in the
               case of any notice of redemption given pursuant to claim (ii),
               that no such notice of redemption may be given earlier than 90
               days prior to the earliest day on which the Issuer 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
herein provided 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,

               (iii)  in case of any redemption at the election of the Issuer,
                      if less than all Outstanding Notes of any series 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 Issuer, 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,

                                       23


               (vi)   the place or places where each applicable 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 Issuer, that the redemption is for a sinking fund,
                      and

               (viii) the CUSIP number or any other numbers used to identify
                      such Notes.

          (g)  On or prior to any Redemption Date, the Issuer shall deposit,
               with respect to any Notes of a series 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 each applicable Note
               Certificate or Supplemented Indenture) 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)  The Notes to be redeemed shall, on the Redemption Date, 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 Company 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 Issuer at the Redemption Price, together with any unpaid
               interest accrued thereon through the Redemption Date and any
               Additional Amounts payable with respect thereto; PROVIDED,
               HOWEVER, that, except as otherwise provided in or pursuant to
               this Indenture, each applicable Note Certificate or Supplemental
               Indenture, installments of interest on Notes, the Stated Maturity
               of which is on or prior to the Redemption Date, shall be payable
               to the Holders of such Notes, or one or more predecessor Notes,
               registered as such at the close of business on the Regular
               Interest Record Dates therefor according to their terms and the
               provisions of Section 3.1(b).

          (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 each applicable Note
               Certificate or Supplemental Indenture.

                                       24


          (j)  If applicable, the Issuer will comply with the requirements of
               Section 14(e) of the Exchange Act, and the rules promulgated
               thereunder, and any other securities laws or regulations in
               connection with any redemption or any repayment pursuant to
               Section 3.2 hereof of Notes at the option of the Holder or
               Holders thereof.

          Upon surrender of any Note Certificate for partial redemption of any
Note or Notes represented thereby in accordance with this Section, the Issuer
shall execute and the Indenture Trustee shall authenticate and deliver one or
more new Note Certificates of the same series of any authorized denomination
representing an aggregate principal amount 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 an applicable Note Certificate or Supplemental
               Indenture, the Holder or Holders of the Notes of a series may
               require the Issuer 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 Note
               Certificate or Supplemental Indenture (provided that any
               remaining principal amount thereof shall be at least $1,000 or
               other minimum authorized denomination applicable thereto).

          (b)  Notes of any series which are repayable at the option of the
               Holder or Holders thereof before their Stated Maturity Date shall
               be repaid in accordance with the terms of the Notes of such
               series.

          (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 their Stated Maturity Date shall not operate
               as a payment, redemption or satisfaction of the indebtedness
               represented by such Notes unless and until Issuer, at its option,
               shall deliver or surrender the same to the Indenture Trustee with
               a directive that such Notes be cancelled.

          (d)  Notwithstanding anything to the contrary contained in this
               Section, in connection with any repayment of Notes, the Issuer
               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 Issuer on repayment
               of such Notes, and the obligation of the Issuer 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.

                                       25


          SECTION 3.3   REPURCHASE OF NOTES.

          The Issuer may at any time purchase Notes at any price or prices in
the open market or otherwise. Notes by the Issuer may, at the Issuer's
discretion, be held by the Issuer, resold or surrendered to the Indenture
Trustee for cancellation pursuant to Section 2.9.

          SECTION 3.4   SINKING FUNDS.

          Unless otherwise provided in each applicable Note Certificate or
Supplemental Indenture no series of Notes will 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 Issuer will for the benefit of each series of Notes 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 of such series in accordance with the terms of the
               Notes of such series and this Indenture.

          (b)  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). 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 of, any
               premium and interest on, and any Additional Amounts with respect
               to, a Certificated Note to the Person to whom payment of the
               principal thereof shall be made. 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. 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 applicable 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

                                       26


               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 (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 (whether having identical or
               different terms and provisions) 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)  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 Holder of such Book-Entry Notes at
               the close of business on the applicable Maturity Date by wire
               transfer of immediately available funds in accordance with the
               wire transfer instructions received from the applicable Holder
               against presentation and surrender of each Global Security
               representing such Book-Entry Notes. 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. Provided
               it has received the funds necessary therefor in accord with
               Section 4.5(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, by wire
               transfer of immediately available funds in accordance with the
               wire transfer instructions received from the applicable Holder.
               Any wire transfer instruction received by the applicable Paying
               Agent shall remain in effect until revoked by the applicable
               Holder.

          (d)  Unless otherwise specified in the applicable Note Certificate or
               Supplemental Indenture, the Issuer 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 Issuer in the

                                       27


               Specified Currency will be converted by the exchange rate agent
               named in the applicable Note Certificate or Supplemental
               Indenture (the "EXCHANGE RATE AGENT") into United States dollars
               for payment to the Holder or Holders thereof unless otherwise
               specified in the applicable Note Certificate or Supplemental
               Indenture 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 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 Issuer 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 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 Holder or 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.

          (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 fifteen 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 fifteen calendar
               days prior to the Maturity Date, as the case may be.

          (g)  Unless otherwise specified in an applicable Note Certificate or
               Supplemental Indenture, 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 third Business Day after the
               applicable Regular Interest Record Date or Special 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

                                       28


               Regular Interest Record Date or Special Interest Record Date, or
               at least 10 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 Issuer's
               control, the Issuer 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 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
of any series remain Outstanding, the Issuer will maintain in New York and in
any other city that may be required by any stock exchange on which the Notes of
such series may be listed, and in any city specified in the Note Certificate or
Supplemental Indenture for such series of Notes the following: (i) an office or
agency where the Notes of such series may be presented for payment, (ii) an
office or agency where the Notes of such series may be presented for
registration of transfer and for exchange as provided in this Indenture and
(iii) an office or agency where notices and demands to or upon the Issuer in
respect of the Notes of such series or of this Indenture may be served. The
Issuer 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 Issuer hereby
initially designates the Corporate Trust Office of the Indenture Trustee as the
office or agency for each such purpose. In case the Issuer 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   PAYMENT DATE NOT A BUSINESS DAY. Unless otherwise
specified in a Note Certificate or Supplemental Indenture for any series of
Notes, if the date on which any principal, interest, premium, Additional Amounts
or other payment obligation is due falls on a day that is not a Business Day,
the Issuer will have until the next succeeding Business Day to satisfy its
payment obligation and any such payment shall be given the same force and effect
as if made on the date on which such principal, interest, premium, Additional
Amounts or other payment obligation was due and no additional interest shall
accrue as a result of payment on such succeeding Business Day.

                                       29


          SECTION 4.4   APPOINTMENT TO FILL A VACANCY IN OFFICE OF INDENTURE
TRUSTEE. The Issuer, 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 hereunder.

          SECTION 4.5   PAYING AGENTS.

          (a)  The Issuer hereby appoints the Indenture Trustee as Paying Agent
               with respect to each series of Notes and the Indenture Trustee
               hereby accepts such appointment. The Indenture Trustee, in its
               capacity as Paying Agent, hereby agrees, and, whenever the Issuer
               shall appoint a Paying Agent other than the Indenture Trustee
               with respect to the Notes of any series, the Issuer will cause
               such Paying Agent to execute and deliver to the Issuer and the
               Indenture Trustee an instrument in which such Paying Agent shall
               agree with the Issuer 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 of such
                      series (whether such sums have been paid to it by the
                      Funding Agreement Provider, Issuer or by any other obligor
                      on the Notes of such series) == in trust for the benefit
                      of each Holder of the Notes of such series 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
                      applicable Collateral for any series of Notes for the
                      benefit of the Holders of such series of Notes in a
                      segregated account maintained or controlled by the
                      Indenture Trustee, consistent with the rating of the
                      Outstanding Notes of such series;

               (ii)   give the Indenture Trustee notice of any failure by the
                      Issuer (or by any other obligor on the Notes of such
                      series) to make any payment of the principal of, any
                      premium and interest on, or any Additional Amounts with
                      respect to, the Notes of such series 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 this Indenture and the terms of the
                      applicable Notes; and

               (v)    comply with all agreements of Paying Agents in, and
                      perform all functions and obligations imposed on Paying
                      Agents by or

                                       30


                      pursuant to, this Indenture and each applicable Note
                      Certificate or Supplemental Indenture.

          (b)  The Issuer will, at or prior to 9:30 a.m. (New York City time)
               each due date of the principal of, any premium and interest on,
               or any Additional Amounts with respect to, the Notes of such
               series, 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 Issuer will promptly notify
               the Indenture Trustee of any failure to take such action.

          (c)  If the Issuer shall act as its own Paying Agent, it will, on or
               before each due date of the principal of. any premium and
               interest on, or any Additional Amounts with respect to, the Notes
               of such series, set aside, segregate and hold in trust for the
               benefit of each Holder of the Notes of such series a sum
               sufficient to pay such principal, interest, premium or Additional
               Amounts so becoming due and will deposit all such cash amounts in
               a segregated account maintained or controlled by the Indenture
               Trustee, consistent with the rating of the Outstanding Notes of
               such series. The Issuer will promptly notify the Indenture
               Trustee of any failure to take such action.

          (d)  Anything in this Section to the contrary notwithstanding, the
               Issuer may at any time, for the purpose of obtaining a
               satisfaction and discharge of one or more or all series of Notes
               hereunder or for any other reason, pay or cause to be paid to the
               Indenture Trustee all sums held in trust for any such series by
               the Issuer or any Paying Agent hereunder, as required by this
               Section, such sums to be held by the Indenture Trustee upon the
               trusts contained herein; PROVIDED, HOWEVER, in order to obtain
               such satisfaction or discharge of such series of Notes, that such
               sums paid to the Indenture Trustee must be at least equal in
               amounts due and owing on such series of Notes.

          (e)  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.

          (f)  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 Agreements 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 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 Issuer and the
               Funding Agreement Provider.

                                       31


          (g)  Each Paying Agent shall forward to the Issuer at least monthly a
               bank statement in its possession with respect to the performance
               of its functions and obligations with respect to any Notes.

          (h)  The Issuer shall pay the compensation of each Paying Agent at
               such rates as shall be agreed upon in writing by the Issuer 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 Issuer shall
               reasonably require.

          (i)  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 Issuer 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 Issuer 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 Issuer as hereinafter provided 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 fails duly to
               pay any amounts when due and payable with respect to any 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 Issuer agrees with each Paying Agent
               that if, by the day falling 10 days before the expiration of any
               notice given pursuant to this Section 4.5(i), the Issuer has not
               appointed a replacement Paying Agent, then the Paying Agent shall
               be entitled, on behalf of the Issuer, to appoint in its place a
               reputable financial institution of good standing reasonably
               acceptable to the Issuer 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 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 4.5(h) hereof up to the
               effective date of such resignation or removal.

                                       32


          (j)  If at any time a Paying Agent shall resign or be removed, or
               shall become incapable of acting with respect to any applicable
               series of 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 Issuer 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 this Indenture or an applicable 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 hereunder.

          (k)  Any successor Paying Agent appointed hereunder shall execute and
               deliver to its predecessor, the Issuer and the Indenture Trustee
               (unless the Indenture Trustee is such Paying Agent) a reasonably
               acceptable instrument accepting such appointment hereunder, 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 hereunder, and such predecessor, upon payment of any
               amounts due pursuant to Section 4.5(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.

          (l)  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 this
               Indenture without the execution or filing of any paper or any
               further act on the part of any of the parties hereto, anything
               herein to contrary notwithstanding. At least 30 days' prior
               notice of any such merger, conversion or consolidation shall be
               given to the Issuer and the Indenture Trustee (unless the
               Indenture Trustee is such Paying Agent).

          SECTION 4.6   CALCULATION AGENT.

          (a)  The Issuer hereby appoints the Indenture Trustee as Calculation
               Agent with respect to each series of Notes, and the Indenture
               Trustee hereby accepts such appointment.

          (b)  The relevant Calculation Agent shall, in relation to any relevant
               Notes, perform all functions and obligations imposed on such
               Calculation Agent

                                       33


               by or pursuant to this Indenture, and each applicable Note
               Certificate or Supplemental Indenture.

          (c)  Each Calculation Agent, excluding the Indenture Trustee, shall
               forward to the Issuer at least monthly a report providing details
               with respect to the performance of its functions and obligations
               with respect to any 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 relevant 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 particular
               series of 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
               applicable Notes.

          (f)  The Issuer shall pay the compensation of each Calculation Agent
               at such rates as shall be agreed upon in writing by the Issuer
               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
               Issuer shall reasonably require.

          (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 Issuer and the Indenture Trustee (unless
               the Indenture Trustee is such Calculation Agent) of such
               intention on it part, specifying the date on which its
               resignation shall become effective. Except as provided below, the
               Issuer 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 the Issuer as hereinafter provided 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 Issuer agrees

                                       34


               with each Calculation Agent that if, by the day falling 10 days
               before the expiration of any notice given pursuant to this
               Section 4.6(g), the Issuer has not appointed a replacement
               Calculation Agent, then the Calculation Agent shall be entitled,
               on behalf of the Issuer, to appoint in its place a reputable
               financial institution of good standing reasonably acceptable to
               the Issuer 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
               4.6(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 4.6(f) hereof
               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 any applicable
               series of 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 Issuer 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 hereunder.

          (i)  Any successor Calculation Agent appointed hereunder shall execute
               and deliver to its predecessor, the Issuer and the Indenture
               Trustee (unless the Indenture Trustee is such Calculation Agent)
               a reasonably acceptable instrument, accepting such appointment
               hereunder, 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 hereunder, and such
               predecessor, upon payment of any amounts due pursuant to Section
               4.6(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

                                       35


               substantially all of the paying agency business of such
               Calculation Agent shall be a successor Calculation Agent under
               this Indenture without the execution or filing of any paper or
               any further act on the part of any of the parties hereto,
               anything herein to the contrary notwithstanding. At least 30
               days' prior notice of any such merger, conversion or
               consolidation shall be given to the Issuer and the Indenture
               Trustee (unless the Indenture Trustee is such Calculation Agent).

          SECTION 4.7   CERTIFICATE TO INDENTURE TRUSTEE. The Issuer 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 Issuer'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 4.8   NEGATIVE COVENANTS. So long as any Notes of any series
are Outstanding, the Issuer will not, except as otherwise expressly permitted
hereunder 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 of
                      any series and this 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 and each Funding Agreement;
                      the issuance and sale of any Notes pursuant to the
                      Indenture; holding the Deposit for the benefit of the
                      Trust Beneficial Owner; 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
                      Notes or as otherwise contemplated hereunder or under the
                      Trust Agreement;

               (iv)   (A) permit the validity or effectiveness of this Indenture
                      or the Security Interest securing the Notes of any series
                      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 of any series, 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 of each series) on any of its properties or
                      assets now owned or hereafter acquired, or any interest
                      therein

                                       36


                      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 of any series;

               (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 this Indenture or the relevant Funding
                      Agreement;

               (vi)   own any subsidiary or lend or advance any funds to, or
                      make any investment in, any Person, except for the
                      investment of any funds of the Issuer held by the
                      Indenture Trustee, a Paying Agent (whether with respect to
                      the Notes of any series or other securities of the
                      Issuer), the Delaware Trustee or the Administrator as
                      provided in this 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 Issuer 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 Issuer 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 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 Issuer or any series
                      of the Issuer 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 Issuer 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 by
                      the Issuer to the Indenture Trustee in accordance with the
                      terms of such Funding Agreement and the

                                       37


                      Issuer has taken such other steps as may be necessary to
                      cause the Security Interest in or assignment for all
                      collateral purposes of, the relevant Collateral to be
                      perfected for purposes of the UCC or effective against its
                      creditors and subsequent purchasers of such Collateral
                      pursuant to insurance or other state laws;

               (xii)  make any deduction or withholding from any payment of
                      principal of or interest on any series of 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 any relevant
                      Collateral except to the extent specified in this
                      Indenture or the applicable Note Certificate or
                      Supplemental Indenture;

               (xiii) have any employees other than the Delaware Trustee and
                      Administrator or any other persons necessary to conduct
                      its business and enter into transactions contemplated
                      under this Indenture, the Trust Agreement, the
                      Administrative Agreement, the Distribution Agreement, the
                      Support and Expenses Agreement or any Funding Agreement;

               (xiv)  have an interest in any bank account other than the
                      accounts required under this Indenture, the Trust
                      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 series of the Trust therein shall
                      be charged or otherwise secured in favor of the Indenture
                      Trustee on terms acceptable to such Indenture Trustee;

               (xv)   permit any Affiliate, employee or officer of the Funding
                      Agreement Provider or any Agent to be a trustee of Issuer;
                      or

               (xvi)  commingle the assets of any series of the Issuer with any
                      assets of any other series of the Issuer or any assets of
                      any series of the Issuer with any assets of any of the
                      Issuer's Affiliates, or guarantee any obligation of any of
                      the Issuer's Affiliates.

          SECTION 4.9   ADDITIONAL AMOUNTS.

          If any Notes of a series provide for the payment of Additional
Amounts, the Issuer agrees to pay to the Holder of any such Note Additional
Amounts as provided in a Note Certificate or Supplemental Indenture for such
Notes. Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of, or interest or premium on, or in respect of, any
Note of any series or the net proceeds received on the sale or exchange of any
Note of any series, such reference shall be deemed to include reference to the
payment of Additional Amounts provided by the terms of such series established
hereby or pursuant hereto to the extent that, in such context, Additional
Amounts are, were or would be payable in respect

                                       38


thereof pursuant to such terms, and express reference to the payment of
Additional Amounts in any provision hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express reference is
not made.

          If the Notes of a series provide for the payment of Additional
Amounts, the Note Certificate or Supplemental Indenture for such Notes will
provide that Issuer 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 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 for United States federal income
               tax purposes 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 purchase by a beneficial owner or such Holder
               of Notes;

          (b)  any tax, duty, levy, assessment or other governmental charge
               imposed 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, judicial or administrative interpretation, or by an
               applicable income tax

                                       39


               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
               tax or similar tax, duty levy, assessment, or similar
               governmental charge;

          (e)  any tax that is payable otherwise than by withholding from
               payments with respect to the Notes or any such indebtedness
               referred to above;

          (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;

          (g)  any tax, duty, levy, assessment or other governmental charge that
               would not have been imposed but for an election by the Holder of
               Note, the effect of which is to make payment in respect of the
               Notes subject to Untied States Federal income tax; 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 Notes of a particular series
               wherever used herein, 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, any Note of such series;

               (ii)   default in the payment, when due and payable, of any
                      interest on, or any Additional Amounts with respect to,
                      any Note of such series 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 of such series, by
                      the Funding Agreement Provider under such Funding
                      Agreement;

               (iv)   the Issuer shall fail to observe or perform any covenant
                      contained in the Notes of such series or in this Indenture
                      for a period of 30 days after the date on which written
                      notice specifying such failure,

                                       40


                      stating that such notice is a "Notice of Default"
                      hereunder and demanding that the Issuer remedy the same,
                      shall have been given by registered or certified mail,
                      return receipt requested, to the Issuer by the Indenture
                      Trustee, or to the Issuer and the Indenture Trustee by the
                      Holder or Holders of at least 25% in aggregate principal
                      amount of the Notes of all series affected thereby at the
                      time Outstanding; or

               (v)    this 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
                      securing the Notes of such series; 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 of such series and any other
                      Person for whose benefit the Indenture Trustee is holding
                      the applicable series Collateral, that the relevant series
                      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 Issuer seeking liquidation, reorganization or
                      other relief with respect to it or its debts under any
                      bankruptcy, insolvency, reorganization or other similar
                      law now or hereafter in effect 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
                      Issuer under the federal bankruptcy laws as now or
                      hereafter in effect;

               (vii)  the Issuer 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 now or hereafter in effect 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

                                       41


               (viii) any other Event of Default provided in any Supplemental
                      Indenture or in a Note Certificate representing the Notes
                      of such series.

          (b)  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 hereunder (each such series voting as a separate
               class) by notice in writing to the Issuer (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 of such
               series, 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 Issuer, or if any Event of
               Default specified in Section 5.1(a)(iii) that would cause any
               Funding Agreement securing the Notes of a series to become
               immediately due and payable occurs with respect to the Funding
               Agreement Provider, then without any notice to the Issuer or any
               other act by the Indenture Trustee or any Holder of any Notes of
               such series, the entire principal and premium (if any) of all the
               Notes of such series, 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 Issuer; and PROVIDED
               FURTHER that, if any Event of Default specified in Section
               5.1(a)(iii) or 5.1(a)(v) shall have occurred and is continuing
               with respect to all series of Notes then Outstanding, either the
               Indenture Trustee or the Holder or Holders of not less than 25%
               in aggregate principal amount of the Notes of all series then
               Outstanding hereunder (treated as a single class) by notice in
               writing to the Issuer (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 of all series and 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.

          (c)  Notwithstanding Section 5.1(b), if at any time after the
               principal of the Notes of such series, any interest accrued
               thereon, and any Additional Amounts due and owing and any other
               amounts payable with respect thereto (or all the Notes of all
               series if the second proviso of Section 5.1(b) is applicable)
               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 Issuer
               shall pay or shall

                                       42


               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 thereto, all the
               Notes of such series (or all the Notes of all series if the
               second proviso of Section 5.1(b) is applicable) and the principal
               and premium (if any) of any and all Notes of such series (or all
               the Notes of all series if the second proviso of Section 5.1(b)
               is applicable) 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 Note Certificate representing
               the Notes of such series (or all the Notes of all series if the
               second proviso of Section 5.1(b) is applicable) 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 this Indenture, other than the non-payment of the principal
               of and premium (if any) on the Notes of such series (or all the
               Notes of all series if the second proviso of Section 5.1(b) is
               applicable) 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 Holder or Holders of a majority
               in aggregate principal amount of the Notes of such series then
               Outstanding, each voting as a separate class (or all the Notes of
               all series, all voting as a single class, if the second proviso
               of Section 5.1(b) is applicable), by written notice to the Issuer
               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 Issuer will, upon demand by the Indenture Trustee, pay to the
               Indenture Trustee for the benefit of each Holder of the Notes of
               any series 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 of such series (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
               of such series); and in addition thereto, such

                                       43


               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 Issuer
               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 of such series to the Holders, whether
               or not the Notes of such series be overdue.

          (c)  If the Issuer 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 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 Issuer or other obligor upon
               the Notes of such series and collect in the manner provided by
               law out of the property of the Issuer or other obligor upon the
               Notes of such series, wherever the funds adjudged or decreed to
               be payable are situated. If there shall be pending proceedings
               relative to the Issuer or any other obligor upon the Notes of
               such series 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 Issuer
               or its property or such other obligor, or in case of any other
               comparable judicial proceedings relative to the Issuer or other
               obligor upon the Notes of such series, or to the creditors or
               property of the Issuer or such other obligor, the Indenture
               Trustee, irrespective of whether the principal of the Notes of
               such series 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

                                       44


                      Indenture Trustee's negligence or bad faith) and of the
                      Holders allowed in any judicial proceedings relative to
                      the Issuer or other obligor upon the Notes of such series,
                      or to the creditors or property of the Issuer or such
                      other obligor,

               (ii)   unless prohibited by applicable law and regulations, to
                      vote on behalf of the Holders of the Notes of such series
                      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 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 herein 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 of such series 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 this
               Indenture, or under any of the Notes of such series, may be
               enforced by the Indenture Trustee without the possession of any
               of the Notes of such series 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.

                                       45


          (f)  In any proceedings brought by the Indenture Trustee (and also any
               proceedings involving the interpretation of any provision of this
               Indenture to which the Indenture Trustee shall be a party) the
               Indenture Trustee shall be held to represent every Holder of the
               Notes of such series, and it shall not be necessary to make any
               Holder of the Notes of such series 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 the applicable Supplemental Indenture, if any, 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 Additional
               Amounts, upon presentation of the Note Certificate 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:

               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;

               SECOND: To the payment of principal, any premium and interest,
any Additional Amounts and any other amounts then due and owing on the Notes of
such series, ratably, without preference or priority of any kind, according to
the aggregate principal amounts due and payable on such Notes;

               THIRD: To the payment of any other Obligations then due and owing
with respect to such series of Notes, ratably, without preference or priority of
any kind; and

               FOURTH: To the payment of any remaining balance to the Issuer for
distribution by the Administrator in accordance with the Trust Agreement.

          (b)  Any funds collected by the Indenture Trustee where no Event of
               Default exists pursuant to Article 5 or otherwise under the
               Indenture and the applicable Supplemental Indenture, if any, 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 Note 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:

                                       46


               FIRST: To the payment of principal, any premium and interest, any
Additional Amounts, and any other amounts then due and owing on the Notes of
such series, ratably, without preference or priority of any kind, according to
the aggregate principal amounts due and payable on such Notes;

               SECOND: To the payment of any other Obligations then due and
owing with respect to such series of Notes, ratably, without preference or
priority of any kind; and

               THIRD: To the payment of any remaining balance to the Issuer for
distribution by the Administrator in accordance with the Trust Agreement.

          (c)  The Indenture Trustee may make distributions hereunder in cash or
               in kind or, on a ratable basis, in any combination thereof.

          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 this
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 this Indenture or in aid
of the exercise of any power granted in this Indenture or to enforce any other
legal or equitable right vested in the Indenture Trustee by this Indenture or by
law.

          SECTION 5.5   RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS. If
the Indenture Trustee shall have proceeded to enforce any right under this
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 Issuer and the Indenture Trustee shall be restored
respectively to their former positions and rights hereunder, and all rights,
remedies and powers of the Issuer, 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
of any series shall have any right by virtue or by availing of any provision of
this Indenture to institute any action or proceeding at law or in equity or in
bankruptcy or otherwise upon or under or with respect to this Indenture, or for
the appointment of a trustee, receiver, liquidator, custodian or other similar
official or for any other remedy hereunder, 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 not less than 25% in aggregate
                      principal amount of the Notes of such series then
                      Outstanding 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 hereunder and shall have offered to the Indenture
                      Trustee such reasonable indemnity as it may require

                                       47


                      against the costs, expenses and liabilities to be incurred
                      therein or thereby;

               (iii)  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

               (iv)   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 2/3% of the aggregate principal
                      amount of the Notes of such series then Outstanding;

it being understood and intended, and being expressly covenanted by each Holder
of every Note of such series with each other Holder of any Note of such series
and the Indenture Trustee, that no Holder or Holders of Notes of such series
shall have any right in any manner whatever by virtue or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holder of any Note of such series, or to obtain or seek to obtain priority
over or preference to any other Holder of any Note of such series or to enforce
any right under this Indenture, for the equal, ratable and common benefit of all
the Holders of the Notes of such series. 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 this Indenture, however, the
right of any Holder of any 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 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 herein
               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 hereunder or now or hereafter existing at law or in equity
               or otherwise. The assertion or employment of any right or remedy
               hereunder, 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 of any series 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

                                       48


               power and remedy given by this 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 of any series (with each series voting as a separate class)
               at the time Outstanding shall have the right to 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 this Indenture,
               PROVIDED that:

               (i)    such direction shall not be otherwise than in accordance
                      with law and the provisions of this 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 the action or proceedings so directed would
                      involve the Indenture Trustee in personal liability or if
                      the Indenture Trustee in good faith shall so determine
                      that the actions or forbearances specified in or pursuant
                      to such direction shall be unduly prejudicial to the
                      interests of any Holder of any Note of all series so
                      affected not joining in the giving of said direction, it
                      being understood that (subject to Section 6.1) the
                      Indenture Trustee shall have no duty to ascertain whether
                      or not such actions or forbearances are unduly prejudicial
                      to such Holder.

          (b)  Nothing in this 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 of any series as provided in Section 5.1, the Holder or
Holders of a majority in aggregate principal amount of the Notes of such series
at the time Outstanding (each such series voting as a separate class) may on
behalf of the Holders of all the Notes of such series waive any past default or
Event of Default hereunder 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 of such series; or

                                       49


               (ii)   in respect of a covenant or provision hereof which cannot
                      be modified or amended without the consent of the Holder
                      of each Note of such series affected.

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 this 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 with respect to the Notes of any
               series has occurred and is continuing (and has not been cured or
               waived), the Indenture Trustee undertakes to perform in a prudent
               manner such duties and only such duties with respect to such
               series as are specifically set forth in this Indenture. No
               implied covenants or obligations shall be read into this
               Indenture against the Indenture Trustee.

          (b)  If an Event of Default with respect to the Notes of any series
               has occurred and is continuing (and has not been cured or
               waived), the Indenture Trustee shall exercise such of the rights
               and powers with respect to such series vested in it by this
               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 this 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:

               (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
                      this 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 this 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

                                       50


                      Trustee, unless it shall be 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 or
                      Holders of not less than a majority in principal amount of
                      the Outstanding Notes of any affected series 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 this Indenture with respect to the Notes;
                      and

               (v)    no provision of this 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 hereunder, 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
               this 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;

          (b)  any request, direction, order or demand of the Issuer mentioned
               herein shall be sufficiently evidenced by an Issuer's Certificate
               (unless other evidence in respect thereof be herein specifically
               prescribed);

          (c)  the 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 hereunder 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 this Indenture at the
               request, order or direction of any Holder pursuant to the
               provisions of this Indenture, unless such Holder shall have
               offered to the Indenture Trustee reasonable security or indemnity
               against the costs, expenses and liabilities which

                                       51


               might be incurred by it in compliance with such request, order or
               direction;

          (e)  whenever in the administration of this 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 hereunder, such matter (unless other evidence in
               respect thereof be herein specifically prescribed) may, in the
               absence of negligence or bad faith on its part, be deemed to be
               conclusively proved and established by an Issuer's 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
               this 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 or Holders of not
               less than a majority in aggregate principal amount of the Notes
               then Outstanding; 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 this 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 Issuer or, if paid
               by the Indenture Trustee or any predecessor trustee, shall be
               repaid by the Issuer upon demand; and

          (h)  the Indenture Trustee may execute any of the trusts or powers
               hereunder or perform any duties hereunder 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 hereunder.

          SECTION 6.3   NOT RESPONSIBLE FOR RECITALS, VALIDITY OF THE NOTES OR
APPLICATION OF THE PROCEEDS. The recitals contained herein and in the Notes,
except the Indenture Trustee's certificates of authentication, shall be taken as
the statements of the Issuer, 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 this Indenture or of the
Notes. The Indenture Trustee shall not be accountable for the use or application
by the Issuer of any of the Notes or of the proceeds thereof.

          SECTION 6.4   MAY HOLD NOTES; COLLECTIONS, ETC. The Indenture Trustee
or any agent of the Issuer or the Indenture Trustee, in its individual or any
other capacity, may become

                                       52


the owner or pledgee of Notes with the same rights it would have if it were not
the Indenture Trustee or such agent and may otherwise deal with the Issuer and
receive, collect, hold and retain collections from the Issuer 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 herein provided, 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 series Collateral for any series of Notes
for the benefit of the Holders of such series of Notes in a segregated account
maintained or controlled by the Indenture Trustee, consistent with the rating of
the Outstanding Notes of such series. Neither the Indenture Trustee nor any
agent of the Issuer or the Indenture Trustee shall be under any liability for
interest on any funds received by it hereunder.

          SECTION 6.6   COMPENSATION; REIMBURSEMENT; INDEMNIFICATION.

          (a)  The Issuer 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 hereunder
                      (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 herein, to pay or reimburse
                      the Indenture Trustee upon its request for all reasonable
                      expenses, disbursements and advances incurred or made by
                      the Indenture Trustee in accordance with any provision of
                      this 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 this Indenture or the trusts hereunder and its duties
                      hereunder, 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 hereunder.

          (b)  The obligations of the Issuer 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 hereunder and shall survive
               the satisfaction and

                                       53


               discharge of this Indenture and any resignation or removal of the
               Indenture Trustee.

          (c)  Following an Event of Default, such additional indebtedness shall
               be a senior claim to that of the Notes upon all property and
               funds held or collected by the Indenture Trustee as such, except
               funds held in trust for the benefit of the Holders of particular
               Notes, and the Notes are hereby subordinated to such senior
               claim.

          SECTION 6.7   CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

          (a)  There shall at all times be an Indenture Trustee hereunder which
               shall:

               (i)    be a banking corporation authorized under its laws of
                      incorporation and the laws of the jurisdiction in which it
                      administers this 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 Issuer or with any
                      Person involved in the organization or operation of the
                      Issuer; and

               (iii)  not offer or provide credit or credit enhancement to the
                      Issuer.

          (b)  If at any time the Indenture Trustee shall cease to be eligible
               in accordance with the provisions of Section 6.7(a) with respect
               to the Notes of any series, the Indenture Trustee shall resign
               immediately with respect to the Notes of such series 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 with respect to one
               or more or all series of Notes by giving not less than 90 days'
               prior written notice of resignation to the Issuer and to the
               Holders of such Notes as provided in this Indenture. Upon
               receiving such notice of resignation, the Issuer shall promptly
               cause a successor trustee with respect to the applicable series
               to be appointed by written instrument in duplicate, executed by
               the Issuer, one copy of which instrument shall be delivered to
               the resigning trustee and one copy to the successor trustee of
               such series. If no successor

                                       54


               trustee shall have been so appointed with respect to any series
               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 Indenture Trustee shall cease to be eligible in
                      accordance with the provisions of Section 6.7(a) or any
                      applicable Supplemental Indenture and shall fail to resign
                      with respect to Notes of each applicable series pursuant
                      to Section 6.7(b) or following written request therefor by
                      the Issuer or by any such Holder pursuant to Section
                      6.8(c);

               (ii)   the Indenture Trustee shall become incapable of acting
                      with respect to the applicable series of 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 Notes of any series
                      after written request therefor by the Issuer or any Holder
                      of a Note of such series who has been a bona fide Holder
                      of a Note of such series or at least six months;

then, in any such case, except during the existence of an Event of Default, the
Issuer may remove the Indenture Trustee with respect to the applicable series
and appoint a successor trustee with respect to the applicable series of Notes
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 Issuer under
               Sections 6.8(a) and 6.8(b), 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.

                                       55


          (d)  The Holder or Holders of a majority of the aggregate principal
               amount of the Notes of each series at the time Outstanding may at
               any time remove the Indenture Trustee with respect to the Notes
               of such series and appoint a successor trustee with respect to
               the Notes of such series by delivering to the Indenture Trustee
               so removed, to the successor trustee so appointed and to the
               Issuer 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 with respect
               to any series and any appointment of a successor trustee with
               respect to such series pursuant to any of the provisions of this
               Section 6.8 shall 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 Issuer and to its
               predecessor trustee an instrument accepting such appointment, and
               thereupon the resignation or removal of the predecessor trustee
               with respect to all or any applicable series shall become
               effective and such successor trustee, without any further act,
               deed or conveyance, shall become vested with all rights, powers,
               duties and obligations with respect to such series of its
               predecessor hereunder, with like effect as if originally named as
               trustee for such series hereunder; but, nevertheless, on the
               written request of the Issuer 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 hereunder 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, the Issuer 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. 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)  If a successor trustee is appointed with respect to the Notes of
               one or more (but not all) series, the Issuer, the predecessor
               Indenture Trustee and each successor trustee with respect to the
               Notes of any applicable series shall execute and deliver a
               Supplemental Indenture which shall contain such provisions as
               shall be deemed necessary or desirable to conform that all the
               rights, powers, trusts and duties of the predecessor Indenture
               Trustee with respect to the Notes of any series as to which the
               predecessor Indenture Trustee is not retiring shall continue to
               be vested in the predecessor Indenture Trustee, and shall add to
               or change any of the provisions of this Indenture as shall be
               necessary to provide for or

                                       56


               facilitate the administration of the trusts hereunder by more
               than one trustee, it being understood that nothing herein or in
               such Supplemental Indenture shall constitute such trustees
               co-trustees of the same trust and that each such trustee shall be
               trustee of a trust or trusts under separate indentures.

          (c)  Upon acceptance of appointment by a successor Indenture Trustee
               as provided in this Section 6.9, the Issuer shall notify each
               Holder of any Note of any applicable series. 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 the
               Issuer 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 Issuer.

          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 this 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 hereto, anything
               herein to the contrary notwithstanding.

          (b)  In case at the time such successor to the Indenture Trustee shall
               succeed to the trusts created by this Indenture any of the Notes
               of a series 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 of a series shall not have been authenticated,
               any successor to the Indenture Trustee may authenticate such
               Notes either in the name of any predecessor hereunder 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 of such
               series 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.

                                       57


                                    ARTICLE 7
            HOLDERS LIST AND REPORTS BY INDENTURE TRUSTEE AND ISSUER

          SECTION 7.1   ISSUER TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES
OF HOLDERS.

          In accordance with Section 312(a) of the Trust Indenture Act, the
Issuer shall furnish or cause to be furnished to the Indenture Trustee:

          (a)  semi-annually with respect to Notes of each series 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
               Supplemental Indenture for such series, 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 Company 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 Issuer and the Indenture Trustee
that neither the Issuer, 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 first 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 this Indenture.

          (b)  The Indenture Trustee shall transmit the reports required by
               Section 313(a) of the Trust Indenture Act at the time specified
               therein.

                                       58


          (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 Issuer. The Issuer will notify the Indenture
               Trustee when any of the Notes are listed on any stock exchange.

          (f)  The Issuer shall furnish to the Indenture Trustee:

               (i)    promptly after the execution and delivery of this
                      Indenture or a Supplemental Indenture relating to the
                      addition of Collateral, an Opinion of Counsel stating
                      that, in the opinion of such counsel, this Indenture, and
                      all other instruments of further assurance have been
                      properly recorded, registered and filed to the extent
                      necessary to make effective the Security Interest intended
                      to be created by this 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 such Security Interests effective; and

               (ii)   at least annually beginning with the year 2003, 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, registering, filing,
                      re-recording, re-registering and re-filing of (i) this
                      Indenture and all Supplemental Indentures and amendments
                      thereto, and (ii) financing statement, continuation
                      statements or other instruments of further assurances, as
                      is necessary to maintain the Security Interest of this
                      Indenture and reciting the details of such action or
                      referring to prior Opinions of Counsel in which such
                      details are given, and stating that all financing
                      statements and continuation statements have been executed
                      and filed that are necessary to preserve and protect the
                      rights of the Holders and the Indenture Trustee hereunder,
                      or stating that, in the opinion of such counsel, no such
                      action is necessary to maintain such Security Interest.

          SECTION 7.4   REPORTS BY ISSUER.

          Pursuant to Section 314(a) of the Trust Indenture Act, the Issuer
shall:

          (a)  file with the Indenture Trustee, within 15 days after the Issuer
               is required to file the same with the Commission, copies of the
               annual reports and of

                                       59


               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 Issuer may
               be required to file with the Commission pursuant to Section 13 or
               Section 15(d) of the Exchange Act; or, if the Issuer is not
               required to file information, documents or reports pursuant to
               either of said Sections, then it shall file 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;

          (b)  file 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 Issuer, with the conditions and
               covenants of this 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 the
               Issuer 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 this Indenture to be given or
               taken by any Holder with respect to the Notes of any series 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 herein otherwise expressly provided, 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 this Indenture and (subject to
               Sections 6.1 and 6.2) conclusive in favor of the Indenture
               Trustee and the Issuer, if made in the manner provided in this
               Article. The record of any

                                       60


               meeting of Holders of Notes 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 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 Issuer 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 serial numbers of Notes of
               any series shall be proved by the Note Register for such series
               or by a certificate of the Indenture Trustee.

          SECTION 8.3   VOTING RECORD DATE. The Issuer may set a record date for
purposes of determining the identity of each Holder of any Note of any series
entitled to vote or consent to any action with respect to such series 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 hereof, only a Holder of any Note of such series 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 Issuer, the Indenture
Trustee and any agent of the Issuer or the Indenture Trustee may deem and treat
the Holder of any Note of any series of Notes 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 this Indenture, any interest on, and any Additional Amounts with respect to,
such Note and for all other purposes; and neither the Issuer nor the Indenture
Trustee nor any agent of the Issuer 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 ISSUER DEEMED NOT OUTSTANDING. In
determining whether the Holders of the requisite aggregate principal amount of
Notes of any or all series have concurred in any direction, consent or waiver
under this Indenture, Notes of such series which are owned by the Issuer or any
other obligor on the Notes with respect to which the

                                       61


determination is being made or by any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Issuer or
any other obligor on the Notes with respect to which such determination is being
made 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 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 Issuer 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 Issuer 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 Issuer
shall furnish to the Indenture Trustee promptly an Issuer's Certificate listing
and identifying all Notes, if any, known by the Issuer 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 Issuer's
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 of any or all series specified in
               this 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 of any or all series specified in
               this Indenture in connection with such action shall be
               conclusively binding upon the Issuer, 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.

                                       62


                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

          SECTION 9.1   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

          (a)  The Issuer and the Indenture Trustee may from time to time and at
               any time enter into an indenture or indentures supplemental
               hereto (each, a "SUPPLEMENTAL 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 the Issuer to convey, transfer, assign, mortgage or
                      pledge to the Indenture Trustee as security for the Notes
                      of one or more series any property or assets;

               (ii)   to add to the covenants of the Issuer such further
                      covenants, restrictions, conditions or provisions as the
                      Issuer 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 this Indenture as herein set forth; 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 Holders of a majority in aggregate principal
                      amount of the Notes of such series to waive such an Event
                      of Default;

               (iii)  to cure any ambiguity or to correct or supplement any
                      provision contained herein or in any Supplemental
                      Indenture or Note Certificate which may be defective or
                      inconsistent with any other provision contained herein or
                      in any Supplemental Indenture or Note Certificate; or to
                      make such other provisions in regard to matters or
                      questions arising under this Indenture or under any
                      Supplemental Indenture or Note Certificate as the Issuer
                      may deem necessary or desirable and which shall not
                      adversely affect the interests of the Holders of the Notes
                      in any material respect;

               (iv)   to establish the form or terms of Notes of any series as
                      permitted by Section 2.2; or

                                       63


               (v)    to evidence and provide for the acceptance of appointment
                      hereunder by a successor trustee with respect to the Notes
                      of one or more series and to add to or change any of the
                      provisions of this Indenture as shall be necessary to
                      provide for or facilitate the administration of the trusts
                      hereunder by more than one trustee, pursuant to the
                      requirements of Section 6.9.

          (b)  The Indenture Trustee is hereby authorized to join with the
               Issuer in the execution of any such Supplemental Indenture, to
               make any further appropriate agreements and stipulations which
               may be therein contained and to accept the conveyance, transfer,
               assignment, mortgage or pledge of any property thereunder, 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 this Indenture or
               otherwise.

          (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 2/3% in aggregate principal amount of
               the Notes at the time Outstanding of all series affected by such
               Supplemental Indenture (voting as a single class), the Issuer 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 this Indenture or of any Supplemental Indenture or
               Note Certificate or of modifying in any manner the rights of the
               Holders of the Notes of each such series; PROVIDED, that no such
               Supplemental Indenture shall:

               (i)    extend 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 such
                      series of 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 this Indenture; or

                                       64


               (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 Issuer, 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 Issuer in the execution of such
               Supplemental Indenture unless such Supplemental Indenture affects
               the Indenture Trustee's own rights, duties or immunities under
               this 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 Issuer and the Indenture
               Trustee of any Supplemental Indenture pursuant to the provisions
               of this Section, the Indenture Trustee shall notify the Holders
               of each Note of each series affected thereby, as provided in this
               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 hereof, this
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 this Indenture of the Indenture Trustee, the Issuer and
each Holder of Notes of each series affected thereby shall thereafter be
determined, exercised and enforced hereunder 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 this 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 an Issuer's Certificate and an Opinion of Counsel as conclusive evidence
that any such Supplemental Indenture complies with the applicable provisions of
this Indenture.

          SECTION 9.5   NOTATION ON NOTE CERTIFICATES IN RESPECT OF SUPPLEMENTAL
INDENTURES. Any Note Certificate of any series 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 for such
series as to any matter provided for by such

                                       65


Supplemental Indenture or as to any action taken at any such meeting. If the
Issuer or the Indenture Trustee shall so determine, a new Note Certificate
representing Notes of any series so modified as to conform, in the opinion of
the Indenture Trustee and the Issuer, to any modification of this Indenture
contained in any such Supplemental Indenture may be prepared by the Issuer,
authenticated by the Indenture Trustee and delivered in exchange for each Note
Certificate representing Notes of such series then Outstanding.

                                   ARTICLE 10
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

          SECTION 10.1  ISSUER MAY NOT MERGE, CONSOLIDATE, SELL OR CONVEY
PROPERTY. The Issuer may not consolidate with, or merge into, any Person
(whether or not affiliated with the Issuer), or sell, lease or convey the
property of the Issuer as an entirety or substantially as an entirety, unless:

          (a)  the entity formed by such consolidation or into which the Issuer
               is merged or the Person which acquires by conveyance or transfer
               the properties and assets of the Issuer substantially as an
               entirety shall be a statutory trust organized in series 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 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, all the Notes and the performance of every covenant
               of this Indenture on the part of the Issuer 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 Issuer has received written confirmation from any rating
               agency then rating any Notes at the request of the Issuer 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 Issuer has delivered to the Indenture Trustee an Issuer's
               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 herein provided for 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 Issuer shall have paid or caused to be paid all outstanding principal
of, any premium and interest

                                       66


on, and any Additional Amounts and other amounts payable with respect to, all
the Notes of any series Outstanding hereunder, as and when the same shall have
become due and payable, or (b) the Issuer shall have delivered to the Indenture
Trustee for cancellation all Note Certificates representing Notes of any series
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 Issuer 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
Issuer in accordance with Section 11.4) sufficient to pay at maturity all
amounts payable at maturity on the Notes of such series represented by each Note
Certificate not theretofore delivered to the Indenture Trustee for cancellation,
including any 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 Issuer shall also pay or cause to be paid all other sums payable
hereunder by the Issuer, then this 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 of such series, (iv) the rights, obligations and
immunities of the Indenture Trustee hereunder and (v) the rights of each Holder
as beneficiary hereof 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 Issuer accompanied by an Issuer's Certificate and an Opinion of
Counsel and at the cost and expense of the Issuer, shall execute proper
instruments acknowledging such satisfaction of and discharging this Indenture.
The Issuer 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 this Indenture or the Notes of such series.

          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 Issuer 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 this Indenture with respect to Notes of
any series all funds then held by any Paying Agent under the provisions of this
Indenture with respect to such series of Notes shall, upon demand of the Issuer,
be repaid to the Issuer 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 of any series
and not applied but remaining unclaimed for three years after the date upon
which such principal, interest, premium, Additional Amounts or any other

                                       67


amount shall have become due and payable, shall, upon the written request of the
Issuer and unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property law, be repaid to the Issuer by the
Indenture Trustee for such series or such Paying Agent, and the Holder of such
Note of such series shall, unless otherwise required by mandatory provisions of
applicable escheat or abandoned or unclaimed property laws, thereafter look only
to the Issuer 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 of any series 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
this Indenture to be made, given or taken by Holders of Notes of such series.

          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 of any
               series 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 of any series, 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 the Issuer or the Holder or Holders of at
               least 10% in principal amount of the Notes of any series then
               Outstanding shall have requested the Indenture Trustee to call a
               meeting of the Holders of Notes of such series 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 herein, then
               the Issuer or the Holder or Holders of Notes of such series 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 of any series, a Person shall be (a) a
Holder of one or more

                                       68


Notes of such series then Outstanding, or (b) a Person appointed by an
instrument in writing as proxy for a Holder or Holders of one or more Notes of
such series 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
of any series 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 Issuer and its counsel.

          SECTION 12.4  QUORUM; ACTION.

          (a)  The Persons entitled to vote a majority in principal amount of
               the Notes of a series then Outstanding shall constitute a quorum
               for a meeting of Holders of Notes of such series; PROVIDED,
               HOWEVER, that if any action is to be taken at such meeting with
               respect to a consent or waiver which this Indenture expressly
               provides may be given by the Holders of not less than 66 2/3% in
               principal amount of the Outstanding Notes of a series, then
               Persons entitled to vote 66 2/3% in principal amount of the
               Outstanding Notes of such series 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 of such series, 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 Notes
               of such series 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 of that series;
               PROVIDED, HOWEVER, that, except as limited by the proviso to
               Section 9.2(a), any resolution with respect to any consent or
               waiver which this Indenture expressly provides may be given by
               the Holders of not less than 66 2/3% in principal amount of the
               Outstanding Notes of a series 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 Notes of that
               series; 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

                                       69


               action which this 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 of
               a series 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 of such series.

          (c)  Any resolution passed or decision taken at any meeting of Holders
               of Notes of any series duly held in accordance with this Section
               shall be binding on all the Holders of Notes of such series,
               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 this Indenture, the
               Indenture Trustee may make such reasonable regulations as it may
               deem advisable for any meeting of Holders of Notes of such series
               in regard to proof of the holding of Notes of such series 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.

          (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 Issuer or by Holders of Notes as provided
               in Section 12.2(b), in which case the Issuer or the Holders of
               Notes of the series 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 of such series
               represented at the meeting.

          (c)  At any meeting, each Holder of a Note of such series or proxy
               shall be entitled to one vote for each $1,000 of principal amount
               of Notes of such series 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

                                       70


               be not Outstanding. The chairman of the meeting shall have no
               right to vote, except as a Holder of a Note of such series or
               proxy.

          (d)  Any meeting of Holders of Notes of any series 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 of such
               series 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 of any
series shall be (a) by written ballots on which shall be subscribed the
signatures of the Holders of Notes of such series or of their representatives by
proxy and the principal amounts and serial numbers of the Outstanding Notes of
such series 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 of any series 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 Issuer, 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 this Indenture, or any relevant Note Certificate or Supplemental
Indenture, none of the Funding Agreement Provider, its officers directors,
affiliates, employees or agents, or any of the Delaware Trustee, the Trust
Beneficial Owner or the Series 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 of any series, 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 relevant
Collateral. Neither such Holders nor the Indenture Trustee on behalf of such
Holders will have the right to proceed against the Nonrecourse Parties or any
other series of the Issuer 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.

                                       71


          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 of any series or otherwise affect or
impair the enforceability against the Issuer with respect to the relevant series
of the Issuer of the liens, assignments, rights and Security Interests created
by or pursuant to this Indenture, the relevant Collateral or any other
instrument or agreement evidencing, securing or relating to the indebtedness or
the obligations evidenced by the Notes of a series. Nothing in this Section
shall preclude the Holders from foreclosing upon any property included in the
relevant Collateral or any other rights or remedies in law or in equity against
the Issuer with respect to the relevant series of the Issuer.

          Holders may not seek to enforce rights with respect to any Notes (i)
by commencing any recovery or enforcement proceedings against the Issuer
generally or with respect to the relevant series of the Issuer, (ii) by applying
to wind up the Issuer, (iii) otherwise than through the Indenture Trustee in
exercise of powers, appointing a receiver or administrator to the Issuer or any
of the assets of the Issuer generally or with respect to the relevant series of
the Issuer, (iv) by making any statutory demand upon the Issuer or with respect
to the relevant series of the Issuer under applicable corporation law, or (v) in
any other manner except as may be provided in this Indenture, and any applicable
Note Certificate or Supplemental Indenture.

          SECTION 13.2  PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES
AND HOLDERS. Nothing in this Indenture or in the Notes, expressed or implied,
shall give or be construed to give to any Person, other than the parties hereto
and their successors and the Holders of the Notes, any legal or equitable right,
remedy or claim under this Indenture or under any covenant or provision herein
contained, all such covenants and provisions being for the sole benefit of the
parties hereto and their successors and of the Holders of the Notes.

          SECTION 13.3  SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY INDENTURE. All
the covenants, stipulations, promises and agreements in this Indenture contained
by or in behalf of the Issuer shall bind its successors and assigns, whether so
expressed or not.

          SECTION 13.4  NOTICES AND DEMANDS ON ISSUER, INDENTURE TRUSTEE AND ANY
HOLDER.

          (a)  Except as otherwise provided by this Section, any notice or
               demand which by any provision of this 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 Issuer may be given or served
               by being deposited postage prepaid, first-class mail (except as
               otherwise specifically provided herein) addressed (until another
               address of the Issuer is filed by the Issuer with the Indenture
               Trustee) to the Delaware Trustee. Any notice, direction, request
               or demand by the Issuer 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.

          (b)  Where this Indenture provides for notice to any Holder, such
               notice shall be sufficiently given (unless otherwise herein
               expressly provided) if in writing and mailed, first-class postage
               prepaid, to each Holder entitled

                                       72


               thereto, at such Holder's last address as it appears in the
               applicable 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 this 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
               Issuer and each Holder when such notice is required to be given
               pursuant to any provision of this 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.

          SECTION 13.5  ISSUER'S CERTIFICATES AND OPINIONS OF COUNSEL;
STATEMENTS TO BE CONTAINED THEREIN.

          (a)  Except as otherwise expressly provided in this Indenture, upon
               any application or demand by the Issuer to the Indenture Trustee
               to take any action under any of the provisions of this Indenture,
               the Issuer shall furnish to the Indenture Trustee an Issuer's
               Certificate stating that all conditions precedent, if any,
               provided for in this Indenture relating to the proposed action
               have been complied with and an Opinion of Counsel stating that in
               the opinion of such 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 this
               Indenture relating to such particular application or demand, no
               additional certificate or opinion need be furnished.

          (b)  Each certificate or opinion provided for in this Indenture and
               delivered to the Indenture Trustee with respect to compliance
               with a condition or covenant provided for in this 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;

                                       73


               (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.

          (c)  Any certificate, statement or opinion of the Issuer may be based
               upon a certificate or opinion of or representations by counsel,
               unless the Issuer 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
               Issuer, upon the certificate, statement or opinion of or
               representations by the Issuer, unless such counsel knows that the
               certificate, statement 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.

          (d)  Any certificate, statement or opinion of the Issuer 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 Issuer, 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 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.

          (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. This Indenture and the Notes of each
series shall (unless specified otherwise in the Notes of such series) 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 Issuer's ownership of and security
interest in the Funding Agreements or remedies under this 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 Issuer 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 Issuer may be brought in any state or
federal court in the State of New York, provided that any series of Notes may

                                       74


specify other jurisdictions as to which the Issuer may consent to the
nonexclusive jurisdiction of its courts with respect to such series of Notes.

          SECTION 13.7  COUNTERPARTS. This 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  CONCERNING THE DELAWARE TRUSTEE. It is expressly
understood and agreed by the parties that (a) this Indenture 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 herein made on the part of the
Issuer 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 Issuer, (c) nothing contained herein shall be construed as
creating any liability on Wilmington Trust Company 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 (d) under no
circumstances shall Wilmington Trust Company be personally liable for the
payment of any indebtedness or expenses of the Issuer generally or with respect
to any series of the Issuer or be liable for any breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the
Issuer under this Indenture or any other related documents; provided, however,
that such waiver shall not affect the liability of Wilmington Trust Company (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.

          SECTION 13.9  EFFECT OF HEADINGS. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.

          SECTION 13.10 TRUST INDENTURE ACT TO CONTROL. If and to the extent
that any provision of this Indenture limits, qualifies or conflicts with any
duties under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof (each, an "INCORPORATED PROVISION"), such incorporated
provision shall control.

          SECTION 13.11 JUDGMENT CURRENCY. The Issuer 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 of any
               series 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

                                       75


               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 this 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 this 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

               (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 with
               respect to each series of Notes in accordance with the terms
               thereof and to secure the performance of the Issuer's obligations
               under such Notes and this Indenture, the Issuer hereby pledges
               and collaterally assigns to and with the Indenture Trustee for
               the benefit of each Holder of each Note of such series and any
               other Person for whose benefit the Indenture Trustee is holding
               the applicable series Collateral, and will grant to the Indenture
               Trustee for the benefit of each Holder of each such Note and any
               other Person for whose benefit the Indenture Trustee is holding
               the applicable series Collateral, a security interest in the
               series Collateral specified in each applicable Note Certificate
               or in the applicable Supplemental Indenture as securing the
               Obligations with respect to such series of Notes,

                                       76


               and all of the rights and privileges of the Issuer with respect
               to the applicable series of the Issuer in and to such series
               Collateral (collectively for each such series of Notes, the
               "SECURITY INTEREST" for such series of Notes and for all series
               of Notes, the "SECURITY INTERESTS"), in each case effective as of
               the Issue Date of the applicable Notes.

          (b)  It is expressly agreed that anything therein contained to the
               contrary notwithstanding, the Issuer 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
               this Indenture, nor shall the Indenture Trustee be required or
               obligated in any manner to perform or fulfill any obligations of
               the Issuer 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 each Security
               Interest upon the issuance of each series of Notes to which it
               relates, accepts the trusts hereunder in accordance with the
               provisions hereof and agrees to perform its duties herein to the
               end that the interests of each Holder of the Notes of such series
               and any other Person for whose benefit the Indenture Trustee is
               holding the applicable series Collateral may be adequately and
               effectively protected.

          SECTION 14.2  REPRESENTATIONS AND WARRANTIES. The Issuer represents
and warrants (which representations and warranties shall be deemed to have been
repeated as of the date of any Note Certificate or indenture or indentures
supplemental hereto that establishes the terms of any series of Notes hereunder)
as follows:

          (a)  The Issuer owns or, prior to the issuance of the Notes of any
               series it will own, each Funding Agreement that secures the
               Obligations with respect to such series and all of the rest of
               the Collateral, free and clear of any Liens other than the
               Security Interest in such Collateral.

          (b)  The Issuer has not performed any acts which might prevent the
               Indenture Trustee from enforcing any of the terms of this
               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 each 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

                                       77


               (other than the Issuer 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
               hereby.

          (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
               Issuer 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 Issuer, the Issuer's creditors and any
               purchaser from the Issuer.

          SECTION 14.3  FURTHER ASSURANCES; COVENANTS.

          (a)  The Issuer 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 Issuer 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 Issuer will, from time to time and upon advice of counsel, at
               the Issuer'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 this Indenture,
               or to enable the Indenture Trustee to exercise and enforce any of
               its rights, powers and remedies hereunder with respect to any
               Collateral. To the extent permitted by applicable law, the Issuer
               hereby authorizes the Indenture Trustee to execute and file
               financing statements or continuation statements without the
               Issuer's signature appearing thereon. The Issuer agrees that a
               carbon, photographic, photostatic or other reproduction of this
               Indenture or of a financing statement is sufficient as a
               financing statement. The Issuer shall pay the costs of, or
               incidental to, any recording or filing of any financing or
               continuation statements concerning any Collateral.

                                       78


          (c)  If any Collateral is at any time in the possession or control of
               any warehouseman, bailee or any of the Issuer's agents or
               processors, the Issuer shall notify such warehouseman, bailee,
               agent or processor of the Security Interest created hereby and to
               hold all such Collateral for the Indenture Trustee's account
               subject to the Indenture Trustee's instructions.

          (d)  The Issuer will, promptly upon request, provide to the Indenture
               Trustee all information and evidence it may reasonably request
               concerning Collateral to enable the Indenture Trustee to enforce
               the provisions of this Indenture.

          (e)  Not more than six months nor less than 30 days prior to each date
               on which the Issuer proposes to take any action contemplated by
               Section 14.3(a), the Issuer 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, continuing
               until a date not earlier than eighteen months from the date of
               such opinion, against all creditors of and purchasers from the
               Issuer 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 Indenture Trustee, the
               Issuer 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 or Holders of not
               less than a majority in aggregate principal amount of the Notes
               then Outstanding may reasonably request.

          SECTION 14.4  GENERAL AUTHORITY. The Issuer hereby irrevocably
appoints the Indenture Trustee its true and lawful attorney, with full power of
substitution, in the name of the Issuer, the Indenture Trustee, the Holders of
Notes or otherwise, for the sole use and benefit of the Holders of Notes, but at
the Issuer'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

                                       79


          (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 Issuer 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 14.5  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 herein provided 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 Issuer will execute and deliver such
documents and take such other action as the Indenture Trustee deems 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 Issuer which may be waived, and the Issuer, to the extent permitted by
law, hereby specifically waives all rights of redemption, stay or appraisal
which it has or may have under any law now existing or hereafter adopted. 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
herein conferred upon it, 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.

                                       80


          SECTION 14.6  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
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 Indenture Trustee in good
faith.

          SECTION 14.7  CONCERNING THE INDENTURE TRUSTEE. In furtherance and not
in derogation of the rights, privileges and immunities of the Indenture Trustee
herein specified:

          (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 herein (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
               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.

          (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
               hereunder.

          SECTION 14.8  TERMINATION OF SECURITY INTEREST. Upon the repayment in
full of all Obligations relating to a series of Notes, the Security Interest
shall terminate and all rights to the Collateral relating to such series shall
revert to the Issuer. Upon any such termination of a Security Interest, and
delivery of a certificate by the Issuer to such effect, the Indenture Trustee
will, at the expense of the Issuer, execute and deliver to the Issuer such
documents as the Issuer shall reasonably request to evidence the termination of
the Security Interest.

                                       81


          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of the date first above written.

                                        ALLSTATE LIFE GLOBAL FUNDING, acting
                                        hereunder with respect to each series of
                                        the Trust

                                        By: Wilmington Trust Company,
                                            not in its individual capacity
                                            but solely as Delaware Trustee


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                        BANK ONE, NATIONAL ASSOCIATION


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                       82


                                                                     EXHIBIT A-1


                             FORM OF GLOBAL SECURITY

                                 [FACE OF NOTE].

          Unless this 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
certificate issued is registered in the name of Cede & Co. or such other name as
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 is a global security within the meaning of the indenture
hereinafter referred to and is registered in the name of a depositary or a
nominee thereof. this security may not be exchanged in whole or in part for a
security registered, and no transfer of this security in whole or in part may be
registered, in the name of any person other than such depositary or a nominee
thereof, except in the limited circumstances described in the indenture.

REGISTERED NO.    _______________________________   CUSIP NO.___________________

Principal Amount: $______________________________

(or principal amount of foreign or composite currency)

Interest Rate:    _______________________________

Issue Date:       _______________________________

Maturity Date:    _______________________________

Interest Payment Date(s):________________________

Redemption Provisions:___________________________

Repayment Provisions:____________________________

Survivor's Option:_______________________________

                                      A-1-1


                          ALLSTATE LIFE GLOBAL FUNDING

          For value received, ALLSTATE LIFE GLOBAL FUNDING, a statutory trust
organized in series under the laws of the State of Delaware (hereinafter called
the "Trust"), hereby promises to pay to Cede & Co., or registered assigns, at
the Corporate Trust Office of the Indenture Trustee or such other office as may
be designated pursuant to the Indenture, the principal amount stated above on
the Maturity Date stated above, in such coin or currency stated above, to pay
interest thereon at the Interest Rate per annum stated above (on the basis of a
360 day year of twelve 30 day months), in like coin or currency, on the Interest
Payment Date(s) set forth above and on the Maturity Date (or on the date of
redemption or repayment by the Trust prior to maturity pursuant to mandatory or
optional redemption provisions, in each case if provided for above, in any Note
Certificate or in a Supplemental Indenture) and to pay such other amounts due
and owing with respect to this Note. The interest so payable on any Interest
Payment Date will, subject to certain exceptions provided in the Indenture
referred to below, be paid to the person in whose name this Note is registered
(i) if such Interest Payment Date occurs on the 15th day of a month, at the
close of business on the first day (whether or not a Business Day) of the
calendar month in which such Interest Payment Date occurs, (ii) if such Interest
Payment Date occurs on the first day of a month, at the close of business on the
15th day (whether or not a Business Day) of the calendar month preceding the
month in which such Interest Payment Date occurs, or (iii) if such Interest
Payment Date occurs on any day other than the first or 15th day of the month, at
the close of business on the 15th day (whether or not a Business Day) preceding
such Interest Payment Date; provided that, notwithstanding the foregoing clauses
(i), (ii) and (iii), the Regular Interest Record Date with respect to the final
Interest Payment Date will be the final Interest Payment Date. Unless otherwise
provided for in the Indenture, at the option of the Trust, any interest,
Additional Amounts or other amounts due and owing with respect to this Note may
be paid by check to the registered Holder hereof entitled thereto at his last
address as it appears on the registry books, and principal may be paid by check
to the registered Holder hereof or other person entitled thereto against
surrender of this Note.

          Each payment of interest on a Note shall include accrued interest from
and including the Issue Date or from and including the last day in respect of
which interest has been paid (or duly provided for), as the case may be, to, but
excluding, the Interest Payment Date or the day to which the principal hereof
has been paid (or duly provided for), as the case may be.

          Additional Amounts shall be payable if so provided in this Note or any
Supplemental Indenture applicable to this Note.

          This Global Security is one of a duly authorized issue of Notes of the
Trust all issued or to be issued under and pursuant to an indenture dated as of
- - (the "Indenture") duly executed by the Trust and Bank One, National
Association (together with any successor thereto, called the "Indenture
Trustee"), to which Indenture and all Supplemental Indentures thereto, reference
is hereby made for a description of the rights, duties and immunities thereunder
of the Indenture Trustee and the rights thereunder of the Holders of the Notes.

          In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall become,

                                      A-1-2


due and payable in the manner, with the effect and subject to the conditions
provided in the Indenture.

          The Indenture contains provisions permitting the Trust and the
Indenture Trustee, without the consent of any Holder, to execute Supplemental
Indentures for limited purposes.

          The Indenture also contains provisions permitting the Trust and the
Indenture Trustee, with the consent of the Holders of not less than 662/3% in
aggregate principal amount of all affected series of Notes at the time
Outstanding, evidenced as in the Indenture provided, 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; provided, that no such
Supplemental Indenture shall (i) extend 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, without the consent of
the Holder of each Note so affected, (ii) permit the creation of any Lien on the
Collateral or any part thereof (other than a 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)
reduce the aforesaid percentage of Notes, the consent of the Holders of which is
required for any Supplemental Indenture, without the consent of the Holder of
each Outstanding Note so affected.

          No reference herein to the Indenture and no provision of this Note 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, this Note at the places, at the respective
times, at the rate, and in the coin or currency, herein prescribed.

          Upon due presentment for registration of transfer of this Global
Security at the Corporate Trust Office of the Indenture Trustee located in the
Borough of Manhattan, the City of New York, a new Global Security for an equal
aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection therewith.

          The Trust and the Indenture Trustee may deem and treat the registered
Holder hereof as the absolute owner hereof (whether or not this 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 Section 8.4 of the Indenture) interest on, and any
Additional Amounts with respect to, this Note and for all other purposes, and
neither the Trust nor the Indenture Trustee shall be affected by any notice to
the contrary.

          No recourse under or upon any obligation, covenant or agreement of the
Trust in the Indenture or any Supplemental Indenture thereto or in any Note, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, or against any past, present or future stockholder, officer or
director, as such, of the Trust or of any successor corporation, either directly
or through the Trust or any successor corporation, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such personal liability
of every incorporator,

                                      A-1-3


stockholder, officer and director, as such, being expressly waived and released
by the acceptance hereof and as a condition of and as part of the consideration
for the issuance of this Note.

          Under certain circumstances described in the Indenture, the Trust will
issue Notes represented by Definitive Securities in exchange for the Global
Securities. In such event, an owner of a beneficial interest in the Global
Securities will be entitled to have Notes equal in aggregate principal amount to
such beneficial interests registered in its name and will be entitled to
physical delivery of such Notes represented by Definitive Securities. Notes so
issued as Definitive Securities will be issued as registered Notes without
coupons in denominations of at least $1,000 or any amount in excess thereof that
is an integral multiple of $1,000.

          This Note shall 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 Agreements 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, this
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.

          Capitalized terms used herein without definition and which are defined
in the Indenture shall have the respective meanings assigned thereto in the
Indenture.

          This Note shall not be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by the
Indenture Trustee under the Indenture.

                                      A-1-4


          WITNESS THE SEAL OF THE TRUST AND THE SIGNATURE OF ITS DULY AUTHORIZED
OFFICER.

                                            ALLSTATE LIFE GLOBAL FUNDING

Date:                                       By:
     ---------------------                     ---------------------------------
                                               Title

[SEAL]


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE NOTES DESCRIBED IN THE WITHIN-MENTIONED INDENTURE.


                                            ------------------------------------
                                            AS TRUSTEE

                                            By:
                                               ---------------------------------
                                               Authorized Officer

                                      A-1-5


                                 ASSIGNMENT FORM

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers 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 Note of ALLSTATE LIFE GLOBAL FUNDING and hereby does irrevocably
constitute and appoint ___________________________ Attorney to transfer the said
Note on the books of the within-mentioned Trust, with full power of substitution
in the premises.

Dated:_____________________

SIGN HERE _________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS GLOBAL NOTE IN EVERY
PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

                                      A-1-6


                                                                     EXHIBIT A-2

                           FORM OF DEFINITIVE SECURITY

                                 [FACE OF NOTE].

                          ALLSTATE LIFE GLOBAL FUNDING

                         SENIOR SECURED MEDIUM TERM NOTE


NO.  _____________________________                  CUSIP NO. __________________

Principal Amount:     $_____________________

(or principal amount of foreign or composite currency)

Interest Rate:        ______________________

Issue Date:           ______________________

Maturity Date:        ______________________

Interest Payment Date(s):___________________

Redemption Provisions:______________________

Repayment Provisions:_______________________

Survivor's Option: _________________________

                                      A-2-1


          For value received, ALLSTATE LIFE GLOBAL FUNDING, a statutory trust
organized in series under the laws of the State of Delaware (hereinafter called
the "Trust"), hereby promises to pay to [________________________], or
registered assigns, at the Corporate Trust Office of the Indenture Trustee or
such other office as may be designated pursuant to the Indenture, the principal
amount stated above on the Maturity Date stated above, in such coin or currency
stated above, to pay interest thereon at the Interest Rate per annum stated
above (on the basis of a 360 day year of twelve 30 day months), in like coin or
currency, on the Interest Payment Date(s) set forth above and on the Maturity
Date (or on the date of redemption or repayment by the Trust prior to maturity
pursuant to mandatory or optional redemption provisions, in each case if
provided for above, in any Note Certificate or in a Supplemental Indenture) and
to pay such other amounts due and owing with respect to this Note.

          Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which provisions shall have the same effect as if
set forth hereon.

          IN WITNESS WHEREOF, the Trust has caused this Note to be signed
manually or by facsimile by its duly authorized officer.

Date:                                       ALLSTATE LIFE GLOBAL FUNDING


                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Notes described in the within-mentioned
Indenture.

                                            BANK ONE, NATIONAL ASSOCIATION, as
                                            Indenture Trustee


                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:

                                      A-2-2


                             [REVERSE SIDE OF NOTE]

                          ALLSTATE LIFE GLOBAL FUNDING

                         SENIOR SECURED MEDIUM TERM NOTE

          The interest so payable on any Interest Payment Date will, subject to
certain exceptions provided in the Indenture referred to below, be paid to the
person in whose name this Note is registered (i) if such Interest Payment Date
occurs on the 15th day of a month, at the close of business on the first day
(whether or not a Business Day) of the calendar month in which such Interest
Payment Date occurs, (ii) if such Interest Payment Date occurs on the first day
of a month, at the close of business on the 15th day (whether or not a Business
Day) of the calendar month preceding the month in which such Interest Payment
Date occurs, or (iii) if such Interest Payment Date occurs on any day other than
the first or 15th day of the month, at the close of business on the 15th day
(whether or not a Business Day) preceding such Interest Payment Date; provided
that, notwithstanding the foregoing clauses (i), (ii) and (iii), the Regular
Interest Record Date with respect to the final Interest Payment Date will be the
final Interest Payment Date. Unless otherwise provided for in the Indenture, at
the option of the Trust, any interest, Additional Amounts or other amounts due
and owing with respect to this Note may be paid by check to the registered
Holder hereof entitled thereto at his last address as it appears on the registry
books, and principal may be paid by check to the registered Holder hereof or
other person entitled thereto against surrender of this Note.

          Each payment of interest on a Note shall include accrued interest from
and including the Issue Date or from and including the last day in respect of
which interest has been paid (or duly provided for), as the case may be, to, but
excluding, the Interest Payment Date or the day to which the principal hereof
has been paid (or duly provided for), as the case may be.

          Additional Amounts shall be payable if so provided in this Note or any
Supplemental Indenture applicable to this Note.

          This Definitive Security is one of a duly authorized issue of Notes of
the Trust all issued or to be issued under and pursuant to an indenture dated as
of - (the "Indenture") duly executed by the Trust and Bank One, National
Association (together with any successor thereto, called the "Indenture
Trustee"), to which Indenture and all Supplemental Indentures thereto, reference
is hereby made for a description of the rights, duties and immunities thereunder
of the Indenture Trustee and the rights thereunder of the Holders of the Notes.

          In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal hereof 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.

          The Indenture contains provisions permitting the Trust and the
Indenture Trustee, without the consent of any Holder, to execute Supplemental
Indentures for limited purposes.

                                      A-2-3


          The Indenture also contains provisions permitting the Trust and the
Indenture Trustee, with the consent of the Holders of not less than 662/3% in
aggregate principal amount of all affected series of Notes at the time
Outstanding, evidenced as in the Indenture provided, 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; provided, that no such
Supplemental Indenture shall (i) extend 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, without the consent of
the Holder of each Note so affected, (ii) permit the creation of any Lien on the
Collateral or any part thereof (other than a 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)
reduce the aforesaid percentage of Notes, the consent of the Holders of which is
required for any Supplemental Indenture, without the consent of the Holder of
each Outstanding Note so affected.

          No reference herein to the Indenture and no provision of this Note 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, this Note at the places, at the respective
times, at the rate, and in the coin or currency, herein prescribed.

          Upon due presentment for registration of transfer of this Definitive
Security at the Corporate Trust Office of the Indenture Trustee located in the
Borough of Manhattan, the City of New York, a new Definitive Security for an
equal aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection therewith.

          The Trust and the Indenture Trustee may deem and treat the registered
Holder hereof as the absolute owner hereof (whether or not this 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 Section 8.4 of the Indenture) interest on, and any
Additional Amounts with respect to, this Note and for all other purposes, and
neither the Trust nor the Indenture Trustee shall be affected by any notice to
the contrary.

          No recourse under or upon any obligation, covenant or agreement of the
Trust in the Indenture or any Supplemental Indenture thereto or in any Note, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, or against any past, present or future stockholder, officer or
director, as such, of the Trust or of any successor corporation, either directly
or through the Trust or any successor corporation, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such personal liability
of every incorporator, stockholder, officer and director, as such, being
expressly waived and released by the acceptance hereof and as a condition of and
as part of the consideration for the issuance of this Note.

          Under certain circumstances described in the Indenture, the Trust will
issue Notes represented by Global Securities in exchange for the Definitive
Securities. In such event, an owner of a beneficial interest in the Definitive
Securities will be entitled to have Notes equal in

                                      A-2-4


aggregate principal amount to such beneficial interests registered in its name
and will be entitled to physical delivery of such Notes represented by
Definitive Securities. Notes so issued as Definitive Securities will be issued
as registered Notes without coupons in denominations of at least $1,000 or any
amount in excess thereof that is an integral multiple of $1,000.

          This Note shall 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 Agreements 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, this
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.

          Capitalized terms used herein without definition and which are defined
in the Indenture shall have the respective meanings assigned thereto in the
Indenture.

          This Note shall not be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by the
Indenture Trustee under the Indenture.

                                      A-2-5


                                 ASSIGNMENT FORM

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers 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 Note of ALLSTATE LIFE GLOBAL FUNDING and hereby does irrevocably
constitute and appoint ______________________ Attorney to transfer the said Note
on the books of the within-mentioned Trust, with full power of substitution in
the premises.

Dated:_____________________

SIGN HERE NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME
AS WRITTEN UPON THE FACE OF THIS NOTE IN EVERY PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER.

                                      A-2-6


                                                                       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.

                                                 BANK ONE, NATIONAL ASSOCIATION,
                                                 As Indenture Trustee


                                                 By:
                                                    ----------------------------
                                                 Authorized Signatory

                                       B-1




                                                                     EXHIBIT 4.4

                             FORM OF GLOBAL SECURITY

                                 [FACE OF NOTE]

          UNLESS THIS 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
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
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 IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

REGISTERED NO.        ___________________________________    CUSIP NO.__________

Principal Amount:     $__________________________________
(or principal amount of foreign or composite currency)

Interest Rate:        ___________________________________

Issue Date:           ___________________________________

Maturity Date:        ___________________________________

Interest Payment Date(s):________________________________

Redemption Provisions:   ________________________________

Repayment Provisions:    ________________________________

Survivor's Option:       ________________________________

                                      A-1-1


                          ALLSTATE LIFE GLOBAL FUNDING

          For value received, ALLSTATE LIFE GLOBAL FUNDING, a statutory trust
organized in series under the laws of the State of Delaware (hereinafter called
the "Trust"), hereby promises to pay to Cede & Co., or registered assigns, at
the Corporate Trust Office of the Indenture Trustee or such other office as may
be designated pursuant to the Indenture, the principal amount stated above on
the Maturity Date stated above, in such coin or currency stated above, to pay
interest thereon at the Interest Rate per annum stated above (on the basis of a
360 day year of twelve 30 day months), in like coin or currency, on the Interest
Payment Date(s) set forth above and on the Maturity Date (or on the date of
redemption or repayment by the Trust prior to maturity pursuant to mandatory or
optional redemption provisions, in each case if provided for above, in any Note
Certificate or in a Supplemental Indenture) and to pay such other amounts due
and owing with respect to this Note. The interest so payable on any Interest
Payment Date will, subject to certain exceptions provided in the Indenture
referred to below, be paid to the person in whose name this Note is registered
(i) if such Interest Payment Date occurs on the 15th day of a month, at the
close of business on the first day (whether or not a Business Day) of the
calendar month in which such Interest Payment Date occurs, (ii) if such Interest
Payment Date occurs on the first day of a month, at the close of business on the
15th day (whether or not a Business Day) of the calendar month preceding the
month in which such Interest Payment Date occurs, or (iii) if such Interest
Payment Date occurs on any day other than the first or 15th day of the month, at
the close of business on the 15th day (whether or not a Business Day) preceding
such Interest Payment Date; provided that, notwithstanding the foregoing clauses
(i), (ii) and (iii), the Regular Interest Record Date with respect to the final
Interest Payment Date will be the final Interest Payment Date. Unless otherwise
provided for in the Indenture, at the option of the Trust, any interest,
Additional Amounts or other amounts due and owing with respect to this Note may
be paid by check to the registered Holder hereof entitled thereto at his last
address as it appears on the registry books, and principal may be paid by check
to the registered Holder hereof or other person entitled thereto against
surrender of this Note.

          Each payment of interest on a Note shall include accrued interest from
and including the Issue Date or from and including the last day in respect of
which interest has been paid (or duly provided for), as the case may be, to, but
excluding, the Interest Payment Date or the day to which the principal hereof
has been paid (or duly provided for), as the case may be.

          Additional Amounts shall be payable if so provided in this Note or any
Supplemental Indenture applicable to this Note.

          This Global Security is one of a duly authorized issue of Notes of the
Trust all issued or to be issued under and pursuant to an indenture dated as of
- - (the "Indenture") duly executed by the Trust and Bank One, National
Association (together with any successor thereto, called the "Indenture
Trustee"), to which Indenture and all Supplemental Indentures thereto, reference
is hereby made for a description of the rights, duties and immunities thereunder
of the Indenture Trustee and the rights thereunder of the Holders of the Notes.

          In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall become,

                                      A-1-2


due and payable in the manner, with the effect and subject to the conditions
provided in the Indenture.

          The Indenture contains provisions permitting the Trust and the
Indenture Trustee, without the consent of any Holder, to execute Supplemental
Indentures for limited purposes.

          The Indenture also contains provisions permitting the Trust and the
Indenture Trustee, with the consent of the Holders of not less than 662/3% in
aggregate principal amount of all affected series of Notes at the time
Outstanding, evidenced as in the Indenture provided, 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; provided, that no such
Supplemental Indenture shall (i) extend 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, without the consent of
the Holder of each Note so affected, (ii) permit the creation of any Lien on the
Collateral or any part thereof (other than a 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)
reduce the aforesaid percentage of Notes, the consent of the Holders of which is
required for any Supplemental Indenture, without the consent of the Holder of
each Outstanding Note so affected.

          No reference herein to the Indenture and no provision of this Note 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, this Note at the places, at the respective
times, at the rate, and in the coin or currency, herein prescribed.

          Upon due presentment for registration of transfer of this Global
Security at the Corporate Trust Office of the Indenture Trustee located in the
Borough of Manhattan, the City of New York, a new Global Security for an equal
aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection therewith.

          The Trust and the Indenture Trustee may deem and treat the registered
Holder hereof as the absolute owner hereof (whether or not this 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 Section 8.4 of the Indenture) interest on, and any
Additional Amounts with respect to, this Note and for all other purposes, and
neither the Trust nor the Indenture Trustee shall be affected by any notice to
the contrary.

          No recourse under or upon any obligation, covenant or agreement of the
Trust in the Indenture or any Supplemental Indenture thereto or in any Note, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, or against any past, present or future stockholder, officer or
director, as such, of the Trust or of any successor corporation, either directly
or through the Trust or any successor corporation, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such personal liability
of every incorporator,

                                      A-1-3


stockholder, officer and director, as such, being expressly waived and released
by the acceptance hereof and as a condition of and as part of the consideration
for the issuance of this Note.

          Under certain circumstances described in the Indenture, the Trust will
issue Notes represented by Definitive Securities in exchange for the Global
Securities. In such event, an owner of a beneficial interest in the Global
Securities will be entitled to have Notes equal in aggregate principal amount to
such beneficial interests registered in its name and will be entitled to
physical delivery of such Notes represented by Definitive Securities. Notes so
issued as Definitive Securities will be issued as registered Notes without
coupons in denominations of at least $1,000 or any amount in excess thereof that
is an integral multiple of $1,000.

          This Note shall 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 Agreements 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, this
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.

          Capitalized terms used herein without definition and which are
defined in the Indenture shall have the respective meanings assigned thereto in
the Indenture.

          This Note shall not be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by the
Indenture Trustee under the Indenture.

                                      A-1-4


          WITNESS THE SEAL OF THE TRUST AND THE SIGNATURE OF ITS DULY AUTHORIZED
OFFICER.

                                                   ALLSTATE LIFE GLOBAL FUNDING

Date:                                              By:
     ----------------                                 --------------------------
                                                      Title


[SEAL]


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE NOTES DESCRIBED IN THE WITHIN-MENTIONED INDENTURE.


                                                   -----------------------------
                                                   AS TRUSTEE


                                                   By:
                                                      --------------------------
                                                      Authorized Officer

                                      A-1-5


                                 ASSIGNMENT FORM

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers 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 Note of ALLSTATE LIFE GLOBAL FUNDING and hereby does irrevocably
constitute and appoint______________________ Attorney to transfer the said Note
on the books of the within-mentioned Trust, with full power of substitution in
the premises.

Dated:___________


SIGN HERE____________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS GLOBAL NOTE IN EVERY
PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

                                      A-1-6




                                                                     EXHIBIT 4.5

                           FORM OF DEFINITIVE SECURITY

                                 [FACE OF NOTE]

                          ALLSTATE LIFE GLOBAL FUNDING

                         SENIOR SECURED MEDIUM TERM NOTE


NO. ___________________________________                      CUSIP NO.__________

Principal Amount:     $__________________________________
(or principal amount of foreign or composite currency)

Interest Rate:        ___________________________________

Issue Date:           ___________________________________

Maturity Date:        ___________________________________

Interest Payment Date(s):________________________________

Redemption Provisions:   ________________________________

Repayment Provisions:    ________________________________

Survivor's Option:       ________________________________

                                      A-2-1


          For value received, ALLSTATE LIFE GLOBAL FUNDING, a statutory trust
organized in series under the laws of the State of Delaware (hereinafter called
the "Trust"), hereby promises to pay to [________________________], or
registered assigns, at the Corporate Trust Office of the Indenture Trustee or
such other office as may be designated pursuant to the Indenture, the principal
amount stated above on the Maturity Date stated above, in such coin or currency
stated above, to pay interest thereon at the Interest Rate per annum stated
above (on the basis of a 360 day year of twelve 30 day months), in like coin or
currency, on the Interest Payment Date(s) set forth above and on the Maturity
Date (or on the date of redemption or repayment by the Trust prior to maturity
pursuant to mandatory or optional redemption provisions, in each case if
provided for above, in any Note Certificate or in a Supplemental Indenture) and
to pay such other amounts due and owing with respect to this Note.

          Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which provisions shall have the same effect as if
set forth hereon.

          IN WITNESS WHEREOF, the Trust has caused this Note to be signed
manually or by facsimile by its duly authorized officer.


Date:                                            ALLSTATE LIFE GLOBAL FUNDING


                                                 By:
                                                    ----------------------------
                                                    Name:
                                                    Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Notes described in the within-mentioned Indenture.


                                                 BANK ONE, NATIONAL ASSOCIATION,
                                                   as Indenture Trustee


                                                 By:
                                                    ----------------------------
                                                    Name:
                                                    Title:

                                      A-2-2


                             [REVERSE SIDE OF NOTE]

                          ALLSTATE LIFE GLOBAL FUNDING

                         SENIOR SECURED MEDIUM TERM NOTE

          The interest so payable on any Interest Payment Date will, subject to
certain exceptions provided in the Indenture referred to below, be paid to the
person in whose name this Note is registered (i) if such Interest Payment Date
occurs on the 15th day of a month, at the close of business on the first day
(whether or not a Business Day) of the calendar month in which such Interest
Payment Date occurs, (ii) if such Interest Payment Date occurs on the first day
of a month, at the close of business on the 15th day (whether or not a Business
Day) of the calendar month preceding the month in which such Interest Payment
Date occurs, or (iii) if such Interest Payment Date occurs on any day other than
the first or 15th day of the month, at the close of business on the 15th day
(whether or not a Business Day) preceding such Interest Payment Date; provided
that, notwithstanding the foregoing clauses (i), (ii) and (iii), the Regular
Interest Record Date with respect to the final Interest Payment Date will be the
final Interest Payment Date. Unless otherwise provided for in the Indenture, at
the option of the Trust, any interest, Additional Amounts or other amounts due
and owing with respect to this Note may be paid by check to the registered
Holder hereof entitled thereto at his last address as it appears on the registry
books, and principal may be paid by check to the registered Holder hereof or
other person entitled thereto against surrender of this Note.

          Each payment of interest on a Note shall include accrued interest from
and including the Issue Date or from and including the last day in respect of
which interest has been paid (or duly provided for), as the case may be, to, but
excluding, the Interest Payment Date or the day to which the principal hereof
has been paid (or duly provided for), as the case may be.

          Additional Amounts shall be payable if so provided in this Note or any
Supplemental Indenture applicable to this Note.

          This Definitive Security is one of a duly authorized issue of Notes of
the Trust all issued or to be issued under and pursuant to an indenture dated as
of - (the "Indenture") duly executed by the Trust and Bank One, National
Association (together with any successor thereto, called the "Indenture
Trustee"), to which Indenture and all Supplemental Indentures thereto, reference
is hereby made for a description of the rights, duties and immunities thereunder
of the Indenture Trustee and the rights thereunder of the Holders of the Notes.

          In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal hereof 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.

          The Indenture contains provisions permitting the Trust and the
Indenture Trustee, without the consent of any Holder, to execute Supplemental
Indentures for limited purposes.

                                      A-2-3


          The Indenture also contains provisions permitting the Trust and the
Indenture Trustee, with the consent of the Holders of not less than 662/3% in
aggregate principal amount of all affected series of Notes at the time
Outstanding, evidenced as in the Indenture provided, 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; provided, that no such
Supplemental Indenture shall (i) extend 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, without the consent of
the Holder of each Note so affected, (ii) permit the creation of any Lien on the
Collateral or any part thereof (other than a 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)
reduce the aforesaid percentage of Notes, the consent of the Holders of which is
required for any Supplemental Indenture, without the consent of the Holder of
each Outstanding Note so affected.

          No reference herein to the Indenture and no provision of this Note 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, this Note at the places, at the respective
times, at the rate, and in the coin or currency, herein prescribed.

          Upon due presentment for registration of transfer of this Definitive
Security at the Corporate Trust Office of the Indenture Trustee located in the
Borough of Manhattan, the City of New York, a new Definitive Security for an
equal aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection therewith.

          The Trust and the Indenture Trustee may deem and treat the registered
Holder hereof as the absolute owner hereof (whether or not this 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 Section 8.4 of the Indenture) interest on, and any
Additional Amounts with respect to, this Note and for all other purposes, and
neither the Trust nor the Indenture Trustee shall be affected by any notice to
the contrary.

          No recourse under or upon any obligation, covenant or agreement of the
Trust in the Indenture or any Supplemental Indenture thereto or in any Note, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, or against any past, present or future stockholder, officer or
director, as such, of the Trust or of any successor corporation, either directly
or through the Trust or any successor corporation, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such personal liability
of every incorporator, stockholder, officer and director, as such, being
expressly waived and released by the acceptance hereof and as a condition of and
as part of the consideration for the issuance of this Note.

          Under certain circumstances described in the Indenture, the Trust will
issue Notes represented by Global Securities in exchange for the Definitive
Securities. In such event, an owner of a beneficial interest in the Definitive
Securities will be entitled to have Notes equal in aggregate principal amount to
such beneficial interests registered in its name and will be entitled

                                      A-2-4


to physical delivery of such Notes represented by Definitive Securities. Notes
so issued as Definitive Securities will be issued as registered Notes without
coupons in denominations of at least $1,000 or any amount in excess thereof that
is an integral multiple of $1,000.

          This Note shall 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 Agreements 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, this
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.

          Capitalized terms used herein without definition and which are defined
in the Indenture shall have the respective meanings assigned thereto in the
Indenture.

          This Note shall not be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by the
Indenture Trustee under the Indenture.

                                      A-2-5


                                 ASSIGNMENT FORM

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers 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 Note of ALLSTATE LIFE GLOBAL FUNDING and hereby does irrevocably
constitute and appoint_____________________________ Attorney to transfer the
said Note on the books of the within-mentioned Trust, with full power of
substitution in the premises.

Dated:______________


SIGN HERE_____________________________________ NOTICE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS NOTE
IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

                                      A-2-6




                                                                    Exhibit 10.1

                         ALLSTATE LIFE INSURANCE COMPANY

                                FUNDING AGREEMENT

                                   [FA: 00000]

       ALLSTATE LIFE INSURANCE COMPANY, an Illinois insurance company ("Allstate
       Life"), agrees to establish a Funding Account as specified in this
       agreement (this "Agreement") for [ ], (the "Owner", which term shall
       include its permissible successors and assignees).

       This Agreement is issued pursuant to an application (the "Application")
       by the Owner, a copy of which is attached to and made a part of this
       Agreement.

       This Agreement is issued in and is subject to the laws of the State of
       Illinois.

       This Agreement is executed by Allstate Life at its principal offices
       located at Northbrook, Illinois on [signing date], to take effect as of
       such date (the "Effective Date").

1.     Deposit Amounts

       Allstate Life agrees to accept, and the Owner agrees to pay or cause to
       be paid to Allstate Life, [on] [within [ ] days of] the Effective Date
       the amount (the "Deposit Amount") identified in the Funding Agreement
       Pricing Annex ("Annex") attached hereto.

2.     Funding Account

       Upon receipt of the Deposit Amount, Allstate Life will establish an
       account in the name of the Owner on its books and records (the "Funding
       Account") and credit such account with an amount equal to the Principal
       Amount (as identified in the Annex). Allstate Life is neither a trustee
       nor a fiduciary with respect to the Funding Account. All assets credited
       to the Funding Account shall be the exclusive property of Allstate Life
       and Allstate Life shall have the sole rights to control, manage and
       administer such assets. Allstate Life may commingle such assets with its
       other general account assets.

       Allstate Life shall calculate and credit interest to the Funding Account
       in accordance with the terms set forth in the Annex. At the end of any
       day, the balance of the Funding Account (the "Funding Account Balance")
       shall be equal to the Principal Amount, plus any accrued interest, less
       any amounts previously withdrawn pursuant to the terms hereof.

3.     Entire Agreement

       This Agreement (including the Annex) and the Application constitute the
       entire contract between Allstate Life and the Owner with respect to the
       subject matter hereof


[FA:0205N01]                                    [Internal Identification Number]



       except for additional terms, if any, regarding any transfers or
       assignments hereof made in accordance with Section 5.

4.     Representations and Warranties

       Each party hereto represents and warrants to the other that as of the
       date hereof:

       (i)    it has the power to enter into this Agreement and to consummate
              the transactions contemplated hereby;

       (ii)   this Agreement has been duly authorized, executed and delivered by
              the representing party;

       (iii)  assuming the due authorization, execution and delivery of this
              Agreement by the other party, this Agreement constitutes a legal,
              valid and binding obligation of the representing party; and

       (iv)   this Agreement is enforceable in accordance with the terms hereof,
              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.

       It is understood and agreed that Allstate Life makes no representation or
       warranty as to:

       (i)    the eligibility of the Owner to enter into or own this Agreement;

       (v)    any other matter regarding the Owner or any depositor, trustor,
              agent or holder of any interest, instrument or security of the
              Owner; or

       (vi)   whether any payment made under this Agreement will be subject to
              withholding, deduction or reduction as a result of any tax or
              similar law or regulation.

       In performing its obligations hereunder, Allstate Life is not acting as a
       fiduciary, agent or other representative of the Owner or anyone else. All
       representations and warranties made by the Owner and Allstate Life in
       this Agreement shall be considered to have been relied upon by the other
       and shall survive the execution hereof.

5.     Assignment of Agreement

       This Agreement may not be transferred or assigned by the Owner without
       the express written consent of Allstate Life. Allstate Life shall
       maintain a record of the ownership of this Agreement as part of its books
       and records. Notwithstanding anything in this Agreement to the contrary,
       no transfer or assignment of an interest in this Agreement or any right
       to receive payments under this Agreement shall be effective until
       Allstate Life shall have affirmed in writing to the new Owner or a
       financial institution holding this Agreement on behalf of the new Owner
       that it has changed its books and records


                                        2


       to reflect such transfer or assignment of an interest in this Agreement
       or any right to receive payments hereunder. Allstate Life covenants, and
       the Owner agrees, that Allstate Life will effect all transfers and
       assignments of this Agreement only through a book entry system maintained
       by Allstate Life within the meaning of Treasury Regulation Section
       1.871-14 (c)(1)(i).

6.     Tax Treatment

       Allstate Life and the Owner agree that this Agreement shall be
       disregarded for United States federal income tax purposes. Allstate Life
       and the Owner further agree that if this Agreement is not so disregarded,
       it will and is intended to be treated as a debt obligation of Allstate
       Life issued in registered form within the meaning of Treasury Regulation
       Section 1.871-14(c)(1)(i).

7.     Notice Required

       Any notice, directive, certificate or other writing required by the
       provisions of this Agreement to be delivered to Allstate Life shall be
       delivered in writing by prepaid first class mail or courier or facsimile
       transmission to its principal office at Allstate Life Insurance Company,
       3100 Sanders Road, Northbrook, Illinois 60062 [Attn: M3A]. Any notice,
       directive, certificate or other writing required under this Agreement to
       be delivered to the Owner shall be delivered in writing by prepaid first
       class mail or courier or facsimile transmission to the Owner at its
       principal place of business. Unless otherwise specified in this
       Agreement, any notice is effective when received.

8.     Authority to Bind Allstate Life

       No agent has authority to change, modify or add to this Agreement or to
       waive any of its provisions. No change, modification, addition to, or
       waiver of any provision of this Agreement shall be valid as against
       Allstate Life unless evidenced by written modification or amendment
       hereto signed on behalf of Allstate Life by the President and Secretary
       of Allstate Life.

9.     Amendment and Modification

       This Agreement may be amended or modified with respect to any provision
       at any time and from time to time by written agreement between the Owner
       and Allstate Life. No such amendment or modification shall require the
       consent of any other person.

10.    Payments to the Owner

       Allstate Life shall withdraw from the Funding Account and pay to or at
       the direction of the Owner amounts in accordance with the terms set forth
       in the Annex hereto.

       All payments made by Allstate Life to the Owner hereunder shall be paid
       in cash, in same-day, freely transferable funds on the date of payment to
       such account as has been specified for such purpose in writing by the
       Owner to Allstate Life.


                                        3


11.    Additional Amounts.

       All payments due to be made by Allstate Life to the Owner under the terms
       of this Agreement will be made without 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 by or on
       behalf of any governmental authority in the United States having the
       power to tax, unless such withholding or deduction is required by law.
       [Subject to Section 12, if any such withholding or deduction is required
       or if any such withholding or deduction is required under any
       indebtedness issued by the Owner that is secured by this Agreement, then
       Allstate Life will pay such additional amount ("Additional Amount") so
       that the net amount realized by the Owner or the holder or beneficial
       owner, as applicable, of such indebtedness ("Noteholder") (net of any
       such withholding or deduction under this Agreement or any such
       indebtedness) will equal the amount that would have been paid under this
       Agreement or any such indebtedness had no such deduction or withholding
       been required.

       Notwithstanding anything herein to the contrary, Allstate Life shall not
       be required to make any payment of any Additional Amount in accordance
       with the first paragraph of this Section 11 for or on account of

       (i)    any tax, duty, levy, assessment or other governmental charge
              imposed which would not have been imposed but for the existence of
              (i) any present or former connection between the Owner or the
              Noteholder and 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) the Owner's or such Noteholder's
              status as a controlled foreign corporation for United States
              federal income tax purposes within the meaning of Section 957(a)
              of the Internal Revenue Code of 1986, as amended (the "Code")
              related within the meaning of Section 864(d)(4) of the Code, to
              Allstate Life, (iii) the Owner or such Noteholder being a bank for
              United States federal income tax purposes whose receipt of
              interest under this Agreement is described in Section 881(c)(3)(A)
              of the Code, (iv) the Owner or such Noteholder actually or
              constructively owning 10 percent or more of the total combined
              voting power of all classes of stock of Allstate Life entitled to
              vote within the meaning of Section 871(h)(3) of the Code and
              Treasury Regulations promulgated thereunder or (v) the Owner or
              such Noteholder being subject to income tax withholding or backup
              withholding as of the date of purchase by the Owner or such
              Noteholder;

       (ii)   any tax, duty, levy, assessment or other governmental charge
              imposed which would not have been imposed but for the presentation
              of this Agreement or any such indebtedness referred to above
              (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,


                                        4


              whichever occurs later;

       (iii)  any tax, duty, levy, assessment or other governmental charge which
              is imposed or withheld solely by reason of the failure of the
              Owner or a Noteholder to comply with certification, identification
              or information reporting requirements concerning the nationality,
              residence, identity or connection with the United States of the
              Owner or a Noteholder, if compliance is required by statute, by
              regulation, judicial or administrative interpretation, 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;

       (iv)   any inheritance, gift, estate, personal property, sales or
              transfer tax;

       (v)    any tax that is payable otherwise than by withholding from
              payments with respect to this Agreement or any such indebtedness
              referred to above;

       (vi)   any tax, duty, levy, assessment or other governmental charge
              imposed by reason of payments on this Agreement being treated as
              contingent interest described in Section 871(h)(4) of the Code for
              United States federal income tax purposes, but only to the extent
              such treatment was disclosed in writing to the Owner or a
              Noteholder, as the case may be, at the time the Owner or such
              Noteholder became the Owner or a Noteholder, as the case may be;

       (vii)  any tax, duty, levy, assessment or other governmental charge that
              would not have been imposed but for an election by the Owner or a
              Noteholder, the effect of which is to make payment in respect of
              this Funding Agreement subject to Untied States federal income
              tax; or

       (viii) any combination of items (i), (ii), (iii), (iv), (v), (vi) or
              (vii) above.]

12.    Termination of Agreement

       (a)    This Agreement shall terminate and cease to be of any further
              force or effect at the close of the first day upon which Allstate
              Life and the Owner have completed all of the duties and
              obligations which have arisen under this Agreement.

       (b)    [If Allstate Life is obligated to withhold or deduct any taxes
              with respect to any payment under this Agreement or pay any
              Additional Amount, as described in Section 11, or with respect to
              any related contract between Allstate Life and the Owner, or if
              there is a material probability that Allstate Life will become
              obligated to withhold or deduct any such taxes or pay any
              Additional Amount (in the opinion of independent 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


                                        5


              interpretation thereof (including, but not limited to, Allstate
              Life's receipt of a written adjustment from the Internal Revenue
              Service in connection with an audit); then Allstate Life may
              terminate this Agreement by giving not less than 30 and no more
              than 75 days prior written notice to the Owner and by paying to
              the Owner on the date specified in such notice the Funding Account
              Balance and all Additional Amounts as may be required to be paid
              with respect thereto pursuant to Section 11, provided that no such
              notice of termination may be given earlier than 90 days prior to
              the earliest day when Allstate Life would become obligated to pay
              any Additional Amount, as may be required pursuant to Section 11,
              if a payment in respect of this Agreement would otherwise be due
              on such date.]

       (c)    Each of the following events shall constitute an "Event of
              Default" under this Agreement:

              (i)    default in the payment when due and payable of any
                     Principal Amount; or

              (ii)   default in the payment of any interest accrued with respect
                     to the Funding Account Balance pursuant to the provisions
                     of this Agreement when such amounts become due and payable,
                     and continuance of such default for a period of five
                     Business Days; or

              (iii)  Allstate Life fails, is unable, or Allstate Life admits in
                     writing its inability, generally to pay its debts as such
                     debts become due; or the Board of Directors of Allstate
                     Life adopts any action to approve or for the purpose of
                     effecting any of the actions referred to in this paragraph
                     (iii); or

              (iv)   default in the performance or breach of any one or more of
                     the other covenants of Allstate Life herein, and
                     continuance of such default or breach for a period of 45
                     days after there has been given notice thereof to Allstate
                     Life; or

              (v)    a court having jurisdiction in the premises has entered a
                     decree or order for relief in respect of Allstate Life in
                     an involuntary case under any applicable bankruptcy,
                     insolvency or other similar law now or hereafter in effect
                     of the United States of America or any other applicable
                     jurisdiction which decree or order is not stayed; or any
                     other similar relief has been granted under any applicable
                     law; or

              (vi)   an insolvency case has been commenced against Allstate Life
                     under any applicable bankruptcy, insolvency or other
                     similar law now or hereafter in effect in the United States
                     of America or any other applicable jurisdiction and such
                     case shall not have been dismissed or


                                        6


                     stayed, in each case within 45 days, or a decree or order
                     of a court having jurisdiction in the premises for the
                     appointment of a receiver, liquidator, rehabilitator,
                     conservator, sequestrator, trustee, custodian or other
                     officer having similar powers over Allstate Life, or over
                     all or a substantial part of its property, has been
                     entered; or there has occurred the involuntary appointment
                     of an interim receiver, trustee or other custodian of
                     Allstate Life, for all or a substantial part of its
                     property; or a court having jurisdiction in the premises
                     has entered a decree or order declaring the dissolution of
                     Allstate Life; or a warrant of attachment, execution or
                     similar process has been issued against any substantial
                     part of the property of Allstate Life; or

              (vii)  the Director of the Illinois Department of Insurance or any
                     other insurance supervisor having jurisdiction over
                     Allstate Life shall have issued any order under the
                     Illinois Insurance Code or other applicable insurance law
                     to rehabilitate, liquidate, or conserve the assets of, or
                     take other similar action with respect to, Allstate Life;
                     or

              (viii) Allstate Life commences a voluntary case or other
                     proceeding seeking liquidation, dissolution, reorganization
                     or other relief with respect to itself or its debts under
                     any applicable bankruptcy, insolvency or other similar law
                     now or hereafter in effect in the United States of America
                     (or any state thereof) or any other applicable
                     jurisdiction, or seeking the appointment of a receiver,
                     liquidator, rehabilitator, sequestrator, conservator or
                     other similar officer of Allstate Life or any substantial
                     part of its property, or consents to the entry of an order
                     for relief in an involuntary case, or to the conversion of
                     an involuntary case to a voluntary case, under any such
                     law, or consents to the appointment of or taking possession
                     by a receiver, trustee or other custodian for all or a
                     substantial part of its property; or Allstate Life makes
                     any general assignment for the benefit of creditors.

              If one or more Events of Default shall have occurred and be
              continuing (other than an Event of Default specified in any of
              clause (iii) through (viii) above), the Owner may, by written
              notice to Allstate Life, declare the Funding Account Balance to be
              due and payable and such amounts shall become due and payable on
              the date the written declaration is given to Allstate Life;
              provided that if an Event of Default specified in any of clauses
              (iii) through (viii) above occurs, the Funding Account Balance
              will be automatically and immediately due and payable without any
              declaration or other act on the part of the Owner; provided 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.


                                        7


              Allstate Life will forthwith notify the Owner of the occurrence of
              any Event of Default.

              Upon the payment to the Owner of the Funding Account Balance [and
              all Additional Amounts required to be paid with respect thereto
              pursuant to Section 11], this Agreement shall terminate.

       [(d)   If Allstate Life exercises its rights, at its sole option, to
              terminate the Funding Agreement and accelerate the payment of the
              Funding Account Balance in accordance with the Early Termination
              Rights provisions set forth in the Annex, this Agreement shall
              terminate upon the payment to the Owner of the Funding Account
              Balance [and all Additional Amounts required to be paid with
              respect thereto pursuant to Section 11].]

13.    Supplemental Agreements [Insert if the Agreement is the Original
       Agreement (as defined below) to be issued]

       Within six months of the date of issue of this Agreement, Allstate Life
       may issue to the initial Owner of this Agreement one or more additional
       funding agreements and may provide in any such additional funding
       agreement that such additional funding agreement shall constitute part of
       the same obligation of Allstate Life as this Agreement (any such
       additional funding agreement, a "Supplemental Agreement"), and such
       Supplemental Agreement shall be subject to the same terms and conditions
       as this Agreement (including those set forth in the Funding Agreement
       Pricing Annex), except that the Effective Date, the Deposit Amount, the
       Principal Amount and the amount of the first interest payment, if any,
       may be different with respect to such Supplemental Agreement; provided
       that the issuance of such Supplemental Agreement will satisfy the
       conditions of Treasury Regulation Section 1.1275-2(k)(2)(ii) and will
       constitute a "Qualified Reopening" under Treasury Regulation
       Section 1.1275-2(k)(3)(ii) without regard to subparagraph (A) thereof.

       [insert if the Agreement is a Supplemental Agreement.] This Agreement has
       been issued as a supplement to Funding Agreement No. [___] issued by
       Allstate Life on [_______] (the "Original Agreement") and shall
       constitute part of the same obligation of Allstate Life as the Original
       Agreement.]


                                        8


[OWNER]                                 ALLSTATE LIFE INSURANCE COMPANY


                                                   /s/ Thomas J. Wilson
- --------------------------------        ----------------------------------------
              Owner                                 [Thomas J. Wilson
                                                       President]



                                                  /s/ Michael J. Velotta
- --------------------------------        ----------------------------------------
             Signature                              [Michael J. Velotta
                                                         Secretary]

- --------------------------------
               Title
                                        This Agreement is executed on behalf of
                                        Allstate Life Insurance Company at
                                        Northbrook, Illinois.


- --------------------------------
               Date


                                       9



                        ALLSTATE LIFE INSURANCE COMPANY

                        FUNDING AGREEMENT PRICING ANNEX

              THE SPECIFICATIONS HEREIN APPLY ONLY TO THIS ANNEX:


                                                   
Owner of Funding Agreement:                           [   ], its Successors or Assignees

Agreement No.:                                        FA-[xxxx]

Effective Date:                                       [    ]

Agreement Period:                                     [    ] to [    ] (Maturity Date)]

Deposit Amount:                                       [actual amount deposited with Allstate Life]

Principal Amount:                                     [full amount to be repaid by Allstate Life at
                                                      maturity]

Currency:                                             [    ]

Business Day                                          [definition of Business Day]

Business Day Convention:                              [specification of date for payment of interest
                                                      or principal when due date is not a Business
                                                      Day]

Interest Rate:                                        [interest rate applied to the Principal
                                                      Amount]

Due Dates for Payment(s) to Owner:                    [    ]

[Additional Terms and Conditions Relating
to Periodic Payments under the Funding
Agreement ]

[Early Termination Rights:]                           [rights of Allstate Life to terminate the
                                                      Funding Agreement, at its sole option, prior
                                                      to the Maturity Date, in which case Allstate
                                                      Life shall pay the Funding Account Balance
                                                      to the Owner and the Funding Agreement
                                                      shall terminate]


                                       10



[Partial Pre-Payment Rights:]                         [rights of the Owner require partial pre-
                                                      payment of the Funding Account Balance
                                                      prior to the Maturity Date in the event of the
                                                      death of a Noteholder, such pre-payment
                                                      rights to not exceed $[ ] during any one
                                                      calendar year]




                                       11



                         ALLSTATE LIFE INSURANCE COMPANY


                                   APPLICATION


      Application is hereby made to Allstate Life Insurance Company by [ ] for a
      Funding Agreement containing the terms set forth in the Annex attached to
      this Application.


      This Application is executed in duplicate, one counterpart being retained
      by applicant and the other returned to Allstate Life Insurance Company.


      It is agreed that this Application supersedes any previous application for
      a Funding Agreement on substantially similar terms as contained in the
      Annex attached to this Application.


Dated this ____ day of _________, 20_________, at______________________________.


           ___________________________________________________________
                            (Full Name of Applicant)


By:____________________________________


Its:___________________________________


                                       12




                                                                    EXHIBIT 10.2


================================================================================


                         SUPPORT AND EXPENSES AGREEMENT

                                     BETWEEN

                         ALLSTATE LIFE INSURANCE COMPANY

                                       AND

                          ALLSTATE LIFE GLOBAL FUNDING

                            DATED AS OF JUNE 27, 2002


================================================================================



                                TABLE OF CONTENTS




                                                                                       PAGE
                                                                                    
                                    ARTICLE 1
                 DEFINITIONS; OTHER DEFINITIONAL PROVISIONS

  SECTION 1.1    DEFINITIONS..............................................................1
  SECTION 1.2    OTHER DEFINITIONAL PROVISIONS............................................3

                                    ARTICLE 2
                                 REPRESENTATIONS

  SECTION 2.1    GENERAL..................................................................4

                                    ARTICLE 3
                                   OBLIGATIONS

  SECTION 3.1    PAYMENT OF OBLIGATIONS...................................................4
  SECTION 3.2    AMENDED OR ADDITIONAL ARRANGEMENTS.......................................5
  SECTION 3.3    WAIVER OF NOTICE.........................................................5
  SECTION 3.4    NO IMPAIRMENT............................................................5
  SECTION 3.5    ENFORCEMENT..............................................................6
  SECTION 3.6    SUBROGATION..............................................................6
  SECTION 3.7    ACTIONS; NOTIFICATION....................................................6
  SECTION 3.8    SETTLEMENT WITHOUT CONSENT...............................................7
  SECTION 3.9    THIRD PARTY BENEFICIARIES................................................7

                                    ARTICLE 4
                               GENERAL PROVISIONS

  SECTION 4.1    BINDING EFFECT...........................................................7
  SECTION 4.2    AMENDMENTS; ASSIGNMENTS..................................................7
  SECTION 4.3    TERM OF AGREEMENT........................................................7
  SECTION 4.4    NOTICES..................................................................8
  SECTION 4.5    GOVERNING LAW............................................................8
  SECTION 4.6    CONSENT TO JURISDICTION..................................................8
  SECTION 4.7    WAIVER OF JURY TRIAL.....................................................9
  SECTION 4.8    COUNTERPARTS.............................................................9
  SECTION 4.9    SEVERABILITY.............................................................9
  SECTION 4.10   ENTIRE AGREEMENT.........................................................9
  SECTION 4.11   NO WAIVER................................................................9
  SECTION 4.12   REMEDIES CUMULATIVE......................................................9
  SECTION 4.13   LIMITATION OF DELAWARE TRUSTEE LIABILITY.................................9



EXHIBIT A   NOTICE OF OBLIGATION



          This SUPPORT AND EXPENSES AGREEMENT, dated as of June 27, 2002 (this
"SUPPORT AND EXPENSES AGREEMENT"), is entered into between Allstate Life
Insurance Company, an Illinois stock life insurance company ("ALLSTATE LIFE")
and Allstate Life Global Funding, a statutory business trust organized in series
under the laws of the State of Delaware and acting hereunder with respect to
each series of the statutory business trust (the "ISSUER").

          WHEREAS, the Issuer intends to establish a program (the "PROGRAM") for
the continuous issuance of medium term notes (the "NOTES") pursuant to the
Indenture; and

          WHEREAS, the Issuer desires to use the proceeds of the Notes to
purchase funding agreements to be issued by Allstate Life (each, a "FUNDING
AGREEMENT").

          NOW THEREFORE, in consideration of the premises and covenants set
forth in this Support and Expenses Agreement, the parties agree as follows:

                                   ARTICLE 1
                   DEFINITIONS; OTHER DEFINITIONAL PROVISIONS

     SECTION 1.1    DEFINITIONS. The following terms, as used herein, have the
following meanings:

          "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.

          "ALLSTATE LIFE" has the meaning ascribed in the first paragraph of
this Support and Expenses 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.

          "DEALER" means any dealer appointed by the Issuer to sell any of the
Notes.

          "DELAWARE TRUSTEE" means Wilmington Trust Company, not in its
individual capacity but solely as trustee, and its successors.



          "EXCLUDED AMOUNTS" means (i) any obligation of the Issuer to make any
payment to any Holder in accordance with the terms of the Notes, (ii) any
obligation or expense of the Issuer to the extent that such obligation or
expense has actually been paid utilizing funds available to the Issuer from
payments under the Funding Agreements, (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 Notes are, or are deemed to
be, (1) participations in the Funding Agreements or (2) contracts of insurance,
or (b) the offer, purchase, sale and/or transfer of the Notes (1) constitute the
conduct of the business of insurance or reinsurance in any jurisdiction or (2)
require the Issuer, any Dealer or any Holder to be licensed as an insurer,
insurance agent or broker in any jurisdiction, (iv) any obligation of the Issuer
to indemnify Allstate Life or any of its Affiliates under any other agreement
between the Issuer on the one hand and any of them on the other hand, (v) any
obligation of Allstate Life to pay any Additional Amounts (as defined in such
Funding Agreement) pursuant to the terms of the Funding Agreements and (vi) any
cost, loss, damage, claim, action, suit, expense, disbursement, tax, penalty and
liability of any kind or nature whatsoever resulting from or relating to the
acts or failures to act of any Service Provider to the extent that such Service
Provider would not be entitled to indemnification or payment from the Issuer in
connection with any such act or failure to act pursuant to the terms of any
arrangements between the Issuer and such Service Provider in effect on the date
of this Support and Expenses Agreement.

          "FUNDING AGREEMENT" has the meaning ascribed in the second recital of
this Support and Expenses Agreement.

          "HOLDER" or "NOTEHOLDER" means any holder of the Notes.

          "INDENTURE" means the indenture to be entered into between the Issuer
and the Indenture Trustee before any Notes are issued, as the same may be
amended, modified, restated, supplemented and/or replaced from time to time.

          "INDENTURE TRUSTEE" means Bank One, National Association and its
successors.

          "ISSUER" has the meaning ascribed in the first paragraph of this
Support and Expenses Agreement.

          "NOTES" has the meaning ascribed in the first recital of this Support
and Expenses Agreement.

          "NOTICE OF OBLIGATION" means the instrument evidencing an Obligation
of the Issuer in, or substantially in, the form attached as Exhibit A.

          "OBLIGATIONS" means any and all of the costs, losses, damages, claims,
actions, suits, expenses (including the reasonable fees and expenses of
counsel), disbursements, taxes, penalties and liabilities of any kind or nature
of the Issuer except the Excluded Amounts; provided, however, with respect to
the Delaware Trustee and the

                                        2


Administrator, only items (i), (ii) and (vi) of the definition of Excluded
Amounts shall apply.

          "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.

          "PROCEEDING" has the meaning ascribed in Section 3.7(a).

          "PROGRAM" has the meaning ascribed in the first recital of this
Support and Expenses Agreement.

          "SERVICE PROVIDER" means any of the Administrator, the Delaware
Trustee and the Indenture Trustee, and any other agent or provider of services
to the Issuer, in each case acting in such capacity with respect to the Notes.

          "SUPPORT AND EXPENSES AGREEMENT" means this instrument as originally
executed and delivered as this instrument may be amended, modified, restated,
supplemented and/or replaced from time to time.

     SECTION 1.2    OTHER DEFINITIONAL PROVISIONS. For all purposes of this
Support and Expenses Agreement, except as otherwise expressly provided or unless
the context otherwise requires:

          (a)  the terms defined in this Article 1 shall have the meanings
               ascribed to them in this Article 1 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 Support
               and Expenses Agreement or the intent of the parties hereto;

          (d)  the words "herein", "hereof" and "hereunder" and other words of
               similar import refer to this Support and Expenses Agreement as a
               whole and not to any particular Article, Section or other
               subdivision; and

          (e)  references herein to Articles and Sections shall, unless
               otherwise specified, refer respectively to Articles and Sections
               hereof.

                                        3


                                   ARTICLE 2
                                 REPRESENTATIONS

     SECTION 2.1    GENERAL. Each party hereto represents and warrants to the
other that as of the date hereof:

          (a)  it has the power to enter into this Support and Expenses
               Agreement and to consummate the transactions contemplated hereby;

          (b)  it has duly authorized, executed and delivered this Support and
               Expenses Agreement;

          (c)  assuming the due authorization, execution and delivery of this
               Support and Expenses Agreement by the other party, this Support
               and Expenses Agreement constitutes a legal, valid and binding
               obligation of the representing party;

          (d)  this Support and Expenses Agreement is enforceable against the
               representing party in accordance with the terms hereof, 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; and

          (e)  its execution and delivery of this Support and Expenses
               Agreement, consummation by it of the transactions contemplated
               hereby and the performance of its obligations hereunder 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.

                                    ARTICLE 3
                                   OBLIGATIONS

     SECTION 3.1    PAYMENT OF OBLIGATIONS.

          (a)  Allstate Life hereby irrevocably and unconditionally agrees to
               indemnify the Issuer against, and to pay all Obligations within
               two Business Days of receipt of the applicable Notice of
               Obligation, subject only to the terms and conditions of this
               Support and Expenses Agreement.

          (b)  Allstate Life hereby agrees to pay any amount due under this
               Support and Expenses Agreement in the currency in which the
               related Obligation originated.

                                        4


          (c)  Allstate Life and the Issuer hereby agree that all payments due
               under this Section 3.1 in respect of any Obligation shall be
               effected, and any responsibility of Allstate Life to pay such
               Obligation pursuant to the indemnity provided to the Issuer in
               this Support and Expenses Agreement shall be discharged, by the
               payment by Allstate Life, at the order of the Issuer, to the
               account of the person to whom such Obligation is owed, as
               specified in the applicable Notice of Obligation.

     SECTION 3.2    AMENDED OR ADDITIONAL ARRANGEMENTS. The Issuer 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 hereby waives notice of any
fact or circumstance that could give rise to the payment of any Obligation under
Section 3.1 and, except as provided herein, 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 Support and Expenses 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 Obligation or for the performance of any other obligation
               arising under, out of, or in connection with, any Obligation;

          (b)  any failure, omission, delay or lack of diligence on the part of
               the Issuer to enforce, assert or exercise any right, privilege,
               power or remedy conferred on the Issuer with respect to any
               Obligation or any action on the part of the Issuer 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 Issuer or any of the assets of the
               Issuer;

          (d)  the existence of any claim, set-off or other rights that Allstate
               Life may have at any time against the Issuer; PROVIDED, that
               nothing herein 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
               Issuer or any other Person or any other circumstance whatsoever
               which

                                        5


               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 hereunder.

     SECTION 3.5    ENFORCEMENT. Notwithstanding any rights granted to Allstate
Life under Section 3.9, 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 Support and Expenses Agreement.

     SECTION 3.6    SUBROGATION. Upon, and subject to, the payment by Allstate
Life of any Obligation:

          (a)  Allstate Life shall be subrogated to all of the rights, interests
               and remedies, if any, of the Issuer in respect of such
               Obligation; and

          (b)  the Issuer 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 Obligation or to enable Allstate Life to exercise or enforce
               any right, interest or remedy it may have with respect to any
               such Obligation and (ii) release to Allstate Life any amount
               received relating to any Obligation, or any portion of any
               Obligation, immediately after any such amount relating to such
               Obligation, or any portion of any such Obligation, is received by
               the Issuer.

     SECTION 3.7    ACTIONS; NOTIFICATION.

          (a)  The Issuer 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 Issuer that may give rise to any
               Obligation (each, a "PROCEEDING"), but the Issuer's failure to so
               notify Allstate Life shall not relieve Allstate Life from any
               liability which it may have otherwise under this Support and
               Expenses 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 Issuer in any Proceeding that could give rise to
               any Obligation, and if it so elects, Allstate Life shall select
               counsel reasonably acceptable to the Issuer to represent the
               Issuer in such Proceeding and pay the fees and expenses of such
               counsel. In any Proceeding, the Issuer shall have the right to
               retain its own counsel, but the fees and disbursements of such
               counsel shall not constitute an Obligation unless (i) Allstate
               Life and the Issuer shall have mutually agreed to the retention
               of such counsel or (ii) the named parties to any such Proceeding
               (including any impleaded

                                        6


               parties) include both Allstate Life and the Issuer, 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 Issuer 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 Issuer 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 Support and Expenses Agreement, subject to the limitations
on such indemnity provided in this Support and Expenses Agreement. No other
Person shall have any legal or equitable right, remedy or claim under or in
respect of this Support and Expenses Agreement or any covenants, conditions or
provisions contained herein.

                                    ARTICLE 4
                               GENERAL PROVISIONS

     SECTION 4.1    BINDING EFFECT. All obligations, covenants, agreements and
duties contained in this Support and Expenses Agreement shall bind the permitted
successors and assigns, and receivers, trustees and representatives of each of
Allstate Life and the Issuer.

     SECTION 4.2    AMENDMENTS; ASSIGNMENTS.

          (a)  This Support and Expenses Agreement will not be amended,
               modified, restated, supplemented or replaced in any manner,
               except with the unanimous written consent of the Issuer, Allstate
               Life, the Administrator, the Delaware Trustee and the Indenture
               Trustee.

          (b)  Neither this Support and Expenses Agreement nor any title, right
               or interest in this Support and Expenses Agreement may be sold,
               transferred, assigned, hypothecated or alienated in any manner
               whatsoever, except with the express written consent of the Issuer
               and Allstate Life.

     SECTION 4.3    TERM OF AGREEMENT. This Support and Expenses 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 there is no Obligation due and payable
under this Support and Expenses Agreement. Unless and until this Support and
Expenses Agreement is terminated as

                                        7


specified in this Section 4.3, this Support and Expenses 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 hereunder 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 Issuer, to:

          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

          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

     SECTION 4.5    GOVERNING LAW. This Support and Expenses Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York, without regard to its choice of law principles.

     SECTION 4.6    CONSENT TO JURISDICTION. Each party to this Support and
Expenses 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 Support
and Expenses Agreement or the transactions contemplated hereby. Each party to
this Support and Expenses 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 Support and Expenses Agreement hereby consents to
process being served in any suit, action or proceeding with respect to this
Support and Expenses Agreement, or any document delivered pursuant hereto 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 Support and Expenses Agreement or to any other address of
which it shall have given written

                                        8


notice to the other party hereto. The foregoing shall not limit the ability of
any party hereto to bring suit in the courts of any other jurisdiction.

     SECTION 4.7    WAIVER OF JURY TRIAL. Each of the parties to this Support
and Expenses 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 Support and Expenses Agreement or any claims or transactions in connection
herewith. Each of the parties hereto hereby acknowledges that such waiver is
made with full understanding and knowledge of the nature of the rights and
benefits waived hereby.

     SECTION 4.8    COUNTERPARTS. This Support and Expenses Agreement and any
amendments, modifications, restatements, supplements and/or replacements hereof,
or waivers or consents hereto, may be executed in any number of counterparts,
and by parties hereto 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 in the same instrument. This Support
and Expenses Agreement shall become effective upon the execution of a
counterpart by each of the parties hereto.

     SECTION 4.9    SEVERABILITY. In the event any provision or obligation of
this Support and Expenses 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 Support and Expenses Agreement
constitutes the entire agreement between the parties hereto relating to the
subject matter hereof, 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 hereto to
exercise, and no delay in exercising, and no course of dealing with respect to,
any right, power or privilege hereunder 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 hereunder 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 now or hereafter existing by law or in equity.

     SECTION 4.13   LIMITATION OF DELAWARE TRUSTEE LIABILITY. Notwithstanding
any provision hereof to the contrary, it is expressly understood and agreed by
the parties that (a) this Support and Expenses 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 herein made on the part of the
Issuer is made and intended not as personal representations, undertakings and

                                        9


agreements by Wilmington Trust Company, but is made and intended for the purpose
of binding only the Issuer, (c) nothing herein contained shall be construed as
creating any liability on Wilmington Trust Company, individually or personally,
to perform any covenant either expressed or implied 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 (d) under no circumstances shall
Wilmington Trust Company be personally liable for the payment of any
indebtedness or expenses of the Issuer or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by the
Issuer under this Support and Expenses Agreement or any other related documents.

                                       10


          IN WITNESS WHEREOF, the parties have caused this Support and Expenses
Agreement to be executed by duly authorized representatives as of the day and
year first above written.

                                         ALLSTATE LIFE INSURANCE COMPANY



                                         By:  /s/ Sarah R. Donahue
                                            ------------------------------------
                                            Name:  Sarah R. Donahue
                                            Title: Assistant Vice President


                                         ALLSTATE LIFE GLOBAL FUNDING, acting
                                         hereunder with respect to each series

                                         By: WILMINGTON TRUST COMPANY, not in
                                         its individual capacity, but solely as
                                         Delaware Trustee



                                         By:   /s/ Donald G. MacKelcan
                                            ------------------------------------
                                            Name:  Donald G. MacKelcan
                                            Title: Vice President

                                       11


                                                                       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 June 27, 2002 (the "SUPPORT AGREEMENT") entered into between Allstate Life
Insurance Company, an Illinois stock life insurance company ("ALLSTATE LIFE")
and Allstate Life Global Funding, a statutory business trust organized in series
under the laws of the State of Delaware (the "ISSUER"). Capitalized terms used
in this notice (this "NOTICE OF OBLIGATION") and not otherwise defined have the
respective meanings ascribed in the Support Agreement.

          The Issuer hereby represents to Allstate Life that:

           (a) on -, the Issuer incurred an Obligation in an amount of $ -;

           (b) the Obligation resulted from -; and

           (c) all documents and instruments evidencing the Obligation are
               attached to this Notice of Obligation.



          The Issuer hereby requests Allstate Life to pay the Obligation in
accordance with the Support Agreement to the following account:

           [Name of Bank:
           Account No.:
           Reference No.:]

                                       2



          IN WITNESS WHEREOF, the Issuer 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:

                                       3




                                                                    EXHIBIT 10.3


================================================================================


                        ADMINISTRATIVE SERVICES AGREEMENT

                                     BETWEEN

                          ALLSTATE LIFE GLOBAL FUNDING

                                       AND

                              AMACAR PACIFIC CORP.


                            DATED AS OF JUNE 27, 2002


================================================================================



                                TABLE OF CONTENTS




                                                                                              PAGE
                                                                                             
                                    ARTICLE 1
                   DEFINITIONS; OTHER DEFINITIONAL PROVISIONS

   SECTION 1.1.     DEFINITIONS..................................................................1
   SECTION 1.2.     OTHER DEFINITIONAL PROVISIONS................................................5

                                    ARTICLE 2
                    APPOINTMENT; ADMINISTRATIVE SERVICES

   SECTION 2.1.     APPOINTMENT..................................................................5
   SECTION 2.2.     ADMINISTRATIVE SERVICES......................................................5
   SECTION 2.3.     SUBCONTRACTING OF CERTAIN SERVICES...........................................8

                                    ARTICLE 3
          BUSINESS OF THE ISSUER; EMPLOYEES AND SUBCONTRACTORS; OFFICES

   SECTION 3.1.     BUSINESS OF THE ISSUER.......................................................8
   SECTION 3.2.     EMPLOYEES AND SUBCONTRACTORS.................................................8

                                    ARTICLE 4
                            COMPENSATION; INDEMNITIES

   SECTION 4.1.     COMPENSATION.................................................................9
   SECTION 4.2.     INDEMNITIES..................................................................9

                                    ARTICLE 5
                                      TERM

   SECTION 5.1.     TERM........................................................................10

                                    ARTICLE 6
                        OBLIGATION TO SUPPLY INFORMATION

   SECTION 6.1.     OBLIGATION TO SUPPLY INFORMATION............................................10

                                    ARTICLE 7
                 THE ADMINISTRATOR'S LIABILITY; STANDARD OF CARE

   SECTION 7.1.     ADMINISTRATOR'S LIABILITY...................................................11
   SECTION 7.2.     STANDARD OF CARE............................................................11



                                        i



                                                                                             

                                    ARTICLE 8
                           LIMITED RECOURSE TO ISSUER

   SECTION 8.1.     LIMITED RECOURSE TO ISSUER..................................................11

                                    ARTICLE 9
                                   NO RECOURSE

   SECTION 9.1.     NO RECOURSE.................................................................12

                                   ARTICLE 10
               RELIANCE ON INFORMATION OBTAINED FROM THIRD PARTIES

   SECTION 10.1.    RELIANCE ON INFORMATION OBTAINED FROM THIRD PARTIES.........................12

                                   ARTICLE 11
                                  MISCELLANEOUS

   SECTION 11.1.    NOTICES.....................................................................12
   SECTION 11.2.    AMENDMENT...................................................................13
   SECTION 11.3.    NO JOINT VENTURE............................................................13
   SECTION 11.4.    ASSIGNMENT..................................................................13
   SECTION 11.5.    GOVERNING LAW...............................................................13
   SECTION 11.6.    CONSENT TO JURISDICTION.....................................................14
   SECTION 11.7.    WAIVER OF JURY TRIAL........................................................14
   SECTION 11.8.    EXECUTION IN COUNTERPARTS...................................................14
   SECTION 11.9.    LIMITATION OF DELAWARE TRUSTEE LIABILITY....................................14
   SECTION 11.10.   NO PETITION.................................................................15
   SECTION 11.11.   SEVERABILITY................................................................15
   SECTION 11.12.   ENTIRE AGREEMENT............................................................15
   SECTION 11.13.   ADMINISTRATOR TO PROVIDE INDENTURE TRUSTEE ACCESS TO BOOKS AND RECORDS......15
   SECTION 11.14.   NO WAIVER...................................................................15
   SECTION 11.15.   REMEDIES CUMULATIVE.........................................................15



Exhibit A    Administration Fees

                                       ii


          THIS ADMINISTRATIVE SERVICES AGREEMENT (this "ADMINISTRATIVE SERVICES
AGREEMENT") dated as of June 27, 2002 between Allstate Life Global Funding, a
statutory business trust organized in series under the laws of the State of
Delaware and acting hereunder with respect to each series of the statutory
business trust (the "ISSUER"), and AMACAR Pacific Corp., as administrator (in
such capacity, the "ADMINISTRATOR").

          WHEREAS, the Issuer desires to establish a program (the "PROGRAM") for
the issue from time to time of senior secured notes to be issued in one or more
series (the "NOTES"), each to be secured by the related collateral;

          WHEREAS, in connection with the issue of the Notes under the Program,
the Issuer desires to enter into the Indenture with the Indenture Trustee;

          WHEREAS, the Issuer and the Administrator intend to amend and restate
this Administrative Services Agreement on or after the date that the Indenture
is signed;

          WHEREAS, the Issuer has requested that the Administrator provide
advice and assistance to the Issuer generally and with respect to each series of
the Issuer and perform various services for the Issuer generally and with
respect to each series of the Issuer; and

          WHEREAS, the Issuer 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 the Issuer,
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 Administrative Services Agreement, the parties agree as follows:

                                   ARTICLE 1
                   DEFINITIONS; OTHER DEFINITIONAL PROVISIONS

          SECTION 1.1      DEFINITIONS. The following terms, as used herein,
have the following meanings:

          "ADMINISTRATION FEE" has the meaning ascribed in Section 4.1.

          "ADMINISTRATIVE SERVICES AGREEMENT" means this instrument as
originally executed or as the same may be amended, modified, restated,
supplemented and/or replaced from time to time.

          "ADMINISTRATOR" has the meaning ascribed in the first paragraph of
this Administrative Services Agreement.

          "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

                                       A-1


"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" means any of the agents appointed by the Issuer to sell the
Notes.

          "ASSIGNED DOCUMENTS" means, with respect to any series of Notes, each
Funding Agreement from time to time issued by the Funding Agreement Provider and
securing such series of Notes, whether owned at the time of issuance of such
series of Notes or thereafter acquired by the Issuer and such other agreements,
instruments or other documents (if any), as may be specified or contemplated in
a Note Certificate or Supplemental Indenture relating to such series of Notes.

          "BOOK-ENTRY NOTE" means a Note issued in book-entry form.

          "CERTIFICATED NOTE" means a Note issued in certificated form.

          "CLEARING CORPORATION" means, with respect to any series of Notes, any
of DTC, Euroclear, Clearstream, Luxembourg or any other clearing system
specified in the applicable pricing supplement and their respective successors
and "CLEARING CORPORATIONS" means all of the foregoing.

          "CLEARSTREAM, LUXEMBOURG" means Clearstream Banking S.A., formerly
known as Cedelbank S.A., and its successors.

          "COMMISSION" has the meaning ascribed in Section 2.2(d).

          "DELAWARE TRUSTEE" means Wilmington Trust Company, not in its
individual capacity but solely as trustee, and its successors.

          "DEPOSITARY" shall mean, with respect to the Notes of any series
represented by one or more Global Securities, the Clearing Corporation or its
agent or nominee designated as Depositary by the Indenture Trustee until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "DEPOSITARY" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, "DEPOSITARY" as used with respect to the Notes of any such
series shall mean the Depositary with respect to the Notes of that series.

          "DISTRIBUTION AGREEMENT" means the distribution agreement to be
entered into by and among the Agents and the Issuer, as such agreement may be
amended, modified, restated, supplemented and/or replaced from time to time.

          "DTC" means The Depository Trust Company and its successors.

          "EUROCLEAR" means Euroclear Bank S.A./N.V., and its successors, as
operator of the Euroclear System.

                                        2


          "FUNDING AGREEMENT" means each funding agreement between the Funding
Agreement Provider and Issuer issued from time to time by the Funding Agreement
Provider up to the principal amount or amounts as may from time to time be
authorized by the Funding Agreement Provider and subsequently assigned by the
Issuer to the Indenture Trustee, as any of the same shall be amended from time
to time.

          "FUNDING AGREEMENT PROVIDER" means Allstate Life Insurance Company, a
life insurance company organized under the laws of the State of Illinois.

          "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 of any series, 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 of any
series.

          "INDENTURE" means the indenture to be entered into between the Issuer
and Bank One, National Association before any Notes are issued, as the same may
be amended, modified, restated, supplemented and/or replaced from time to time.

          "INDENTURE TRUSTEE" means Bank One, National Association and its
successors.

          "ISSUER" has the meaning ascribed in the first paragraph of this
Administrative Services Agreement.

          "LICENSE AGREEMENT" means the license agreement to be entered into
between Allstate Insurance Company and the Issuer, as the same may be amended,
modified, restated, supplemented and/or replaced from time to time.

          "LOSS AND EXPENSE" has the meaning ascribed in Section 4.2.

          "NOTE CERTIFICATE" means each Global Security and each Certificated
Note.

          "PAYING AGENT" means the Indenture Trustee.

          "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 DOCUMENTS" means each Note Certificate, the Indenture, the
Trust Agreement, this Administrative Services Agreement, the Distribution
Agreement, the

                                        3


Support and Expenses Agreement, each Supplemental Indenture, the License
Agreement and each Funding Agreement.

          "RATING AGENCY" means any "nationally recognized statistical rating
organization" (as such term is defined in Rule 436(g)(2) of the Securities Act).

          "REASONABLE CAUSE" means (i) the failure or inability of the
Administrator to perform any obligations it may have hereunder for any reason or
(ii) the existence of facts or circumstances which, in the exclusive opinion of
the Delaware Trustee, make it unlikely that the Administrator will be able to
perform any such obligations, including, but not limited to, the Administrator
being adjudged bankrupt or insolvent, the appointment of a receiver for the
Administrator or for its property, or the taking charge or control by any public
officer of the Administrator or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation.

          "REGISTRAR" means, initially, the Indenture Trustee.

          "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 Issuer, 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 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 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.

          "SUPPLEMENTAL INDENTURE" means the indenture that the Issuer and
Indenture Trustee may from time to time enter into pursuant to the Indenture.

          "SUPPORT AND EXPENSES AGREEMENT" means that certain support and
expenses agreement dated as of June 27, 2002 by and between the Funding
Agreement Provider and the Issuer, as the same may be amended from time to time.

          "TRUST AGREEMENT" means that certain Trust Agreement dated as of June
24, 2002 establishing the Issuer, as such agreement may be amended, modified,
restated, supplemented and/or replaced from time to time.

                                        4


          SECTION 1.2      OTHER DEFINITIONAL PROVISIONS. For all purposes of
this Administrative Services Agreement except as otherwise expressly provided or
unless the context otherwise requires:

          (a)  the terms defined in this Article 1 shall have the meanings
               ascribed to them in this Article 1 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
               Administrative Services Agreement or the intent of the parties
               hereto;

          (d)  the words "herein", "hereof" and "hereunder" and other words of
               similar import refer to this Administrative Services Agreement as
               a whole and not to any particular Article, Section or other
               subdivision; and

          (e)  references herein to Articles, Sections and Exhibits shall,
               unless otherwise specified, refer respectively to Articles,
               Sections and Exhibits hereof.

                                   ARTICLE 2
                      APPOINTMENT; ADMINISTRATIVE SERVICES

          SECTION 2.1      APPOINTMENT. Pursuant to Section 3806(b)(7) of the
Delaware Business Trust Act, the Administrator is hereby appointed, as an agent
of the Issuer generally and with respect to each series of the Issuer with full
power and authority, and agrees to carry out all of the duties and
responsibilities (a) of the Issuer generally and with respect to each series of
the Issuer under the Program Documents and Assigned Documents and any other
document to which the Issuer generally or with respect to any series of the
Issuer is a party and (b) of the Administrator hereunder as contemplated by and
pursuant to this Administrative Services Agreement.

          SECTION 2.2      ADMINISTRATIVE SERVICES. Without limiting the
generality of Section 2.1, the Issuer hereby expressly authorizes and empowers
the Administrator, as its agent, to perform, and the Administrator hereby
expressly agrees to perform, the following services:

          (a)  subject to the timely receipt of all necessary information,
               requests, notices or direction, as the case may be, providing, or
               causing to be provided, all clerical, bookkeeping and other
               services necessary and appropriate for the administration of the
               Issuer including, without limitation, the following services:

                                        5


               (i)     maintenance of all books and records of the Issuer and
                       each series of the Issuer relating to the fees, costs and
                       expenses of the Issuer and each series of the Issuer,
                       which books and records shall be maintained separately
                       for each series of the Issuer and from those of the
                       Administrator;

               (ii)    maintenance of records of cash payments and disbursements
                       (excluding principal and interest on any Funding
                       Agreement) of the Issuer and each series of the Issuer in
                       accordance with generally accepted accounting principles
                       as determined in consultation with the accountants for
                       the Issuer, and preparation for audit of such periodic
                       financial statements as may be necessary or appropriate;

               (iii)   upon request, preparation for execution by a Responsible
                       Officer of the Issuer of amendments to, and waivers
                       under, the Program Documents, the Assigned Documents and
                       any other documents or instruments deliverable by the
                       Issuer thereunder or in connection therewith;

               (iv)    holding, maintaining, and preserving executed copies of
                       the Program Documents, the Assigned Documents and other
                       documents or instruments executed by the Issuer
                       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 Issuer is a
                       party and enforcing the obligations of those parties to
                       the Issuer under such agreements;

               (vi)    upon request, preparing for execution by a Responsible
                       Officer of the Issuer of such notices, consents,
                       instructions and other communications that the Issuer may
                       from time to time be required or permitted to give under
                       the Program Documents, the Assigned Documents and any
                       other document to which the Issuer generally or with
                       respect to any series of the Issuer is a party;

               (vii)   obtaining services of outside counsel, accountants and/or
                       other service providers on behalf of the Issuer;

               (viii)  preparing for execution by a Responsible Officer, demands
                       and Issuer's certificates relating to payment of any
                       amounts due and owing by the Issuer under the Program
                       Documents, the

                                        6


                       Assigned Documents and any other document to which the
                       Issuer 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 only be payable to the extent assets of the
                       Issuer are available therefor and at such times and in
                       such amounts as shall be permitted by the Program
                       Documents or the Assigned Documents;

               (ix)    preparing for execution by a Responsible Officer, demands
                       and Issuer's certificates relating to payment of any
                       amounts due and owing by the Issuer to the Indenture
                       Trustee, the Paying Agent, the Registrar and other agents
                       of the Issuer on request for all expenses, disbursements
                       and advances; 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 only be payable to the extent assets of the
                       Issuer are available therefor and at such times and in
                       such amounts as shall be permitted by the Program
                       Documents or the Assigned Documents; and

               (x)     taking such other administrative actions as may be
                       incidental or reasonably necessary to the accomplishment
                       of the actions of the Administrator authorized in this
                       Section 2.2(a) or, upon receipt of notice directing the
                       Administrator to do so, to the accomplishment of the
                       duties and responsibilities of the Issuer under the
                       Program Documents, the Assigned Documents and any other
                       document to which the Issuer is a party to the extent not
                       otherwise the responsibility of the Indenture Trustee,
                       the Delaware Trustee, a Paying Agent or the Registrar;

          (b)  upon the issuance of a series of Notes, directing the Indenture
               Trustee to pay the expenses of the Issuer relating to such series
               of Notes;

          (c)  performing the administrative services to ensure compliance with
               all of the obligations, representations, covenants and agreements
               of the Issuer set forth in the Trust Agreement;

          (d)  subject to the timely receipt of all necessary information,
               requests, notices or direction, as the case may be, filing with
               the Securities and Exchange Commission (the "COMMISSION") and
               executing, in each case on behalf of the Issuer, (a) a
               registration statement on Form S-3 or other appropriate form,
               including the prospectus and the exhibits included therein, any
               pre-effective or post-effective amendments thereto and any
               registration statements filed subsequent thereto under rules
               promulgated under the Securities Act of 1933, as amended (the
               "1933 ACT"), relating to the registration of the Notes and any
               other

                                        7


               securities under the 1933 Act, (b) any preliminary prospectus or
               prospectus or supplement thereto relating to any Notes required
               to be filed pursuant to the 1933 Act, and (c) registration
               statements and such other documents, forms or filings as may be
               required by the 1933 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; (ii) filing
               and executing on behalf of the Issuer 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, any Notes under the securities or
               "Blue Sky" laws of any relevant jurisdictions; and (iii)
               executing and delivering letters or documents to, or instruments
               for filing with, a depository relating to any Notes; and

          (e)  undertaking such other administrative services as may be
               reasonably requested by the Issuer or the Delaware Trustee,
               including obtaining and maintaining the listing of the Notes on
               any stock exchange and causing the preparation by the Issuer of
               any prospectus, pricing supplement, private placement memoranda,
               offering circular or supplement thereto, in connection with the
               performance by the Issuer of its obligations under the Program
               Documents, the Assigned Documents or any other document to which
               the Issuer is a party or other documents executed thereunder or
               in connection therewith.

          SECTION 2.3.     SUBCONTRACTING OF CERTAIN SERVICES. Notwithstanding
the foregoing and the provisions of Article 3, the Administrator shall have the
right to enter into one or more contracts with one or more other Persons to
perform the services set forth in Section 2.2(a)(i)-(ii), Section
2.2(a)(viii)-(ix) and in Section 2.2(b) of this Administrative Services
Agreement, in each case subject to the prior written approval of the Funding
Agreement Provider, such approval not to be unreasonably withheld or delayed.
Whether or not any such contract is entered into and unless the Administrator
agrees otherwise, the Administrator shall not be liable for any costs, fees or
expenses related to the provision of the services set forth in Section
2.2(a)(i)-(ii), Section 2.2(a)(viii)-(ix) and in Section 2.2(b) of this
Administrative Services Agreement.

                                   ARTICLE 3
          BUSINESS OF THE ISSUER; EMPLOYEES AND SUBCONTRACTORS; OFFICES

          SECTION 3.1.     BUSINESS OF THE ISSUER. The Administrator agrees to
carry out and perform the day to day business activities (as set forth in
Section 2.2 hereof) of the Issuer in the name and on behalf of the Issuer as its
agent.

          SECTION 3.2.     EMPLOYEES AND SUBCONTRACTORS.

                                        8


          (a)  Except as otherwise provided in Section 2.3 of this
               Administrative Services Agreement, all services to be furnished
               by the Administrator under this Administrative Services Agreement
               may be (i) furnished by an officer or employee of the
               Administrator, an officer or employee of any Affiliate of the
               Administrator, or any other Person or agent designated by it or
               (ii) subcontracted by the Administrator; PROVIDED, that prior
               written notice is given to the Delaware Trustee of such
               subcontract; PROVIDED, FURTHER, that the Administrator shall
               remain ultimately responsible for the provision of such services
               unless such services are subcontracted to accountants, legal
               counsel or other service providers selected with due care by the
               Administrator, in which case the Administrator, in the absence of
               gross negligence or bad faith by the Administrator, shall not be
               responsible for their actions or failure to act.

          (b)  Except as set forth in Article 4, no director, officer, employee
               or Affiliate of the Administrator shall receive from the Issuer a
               salary or other compensation.

          (c)  The Administrator agrees to provide office space, together with
               appropriate materials and any necessary support personnel, for
               the day to day business activities of the Issuer.

                                    ARTICLE 4
                            COMPENSATION; INDEMNITIES

          SECTION 4.1.     COMPENSATION. The Issuer agrees to pay the
Administrator the fees set forth in Exhibit A hereto (the "ADMINISTRATION FEE").

          SECTION 4.2.     INDEMNITIES. To the fullest extent permitted under
applicable law and subject to limitations imposed by public policy, the Issuer
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, hereunder (collectively, "LOSS
AND EXPENSE"); provided, however, that, except as set forth in the last proviso
of this Section 4.2, the Issuer 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 gross negligence (or
ordinary negligence in the handling or disbursement of funds), bad faith or
willful misconduct of the Administrator; provided, further, that with respect
only to Losses and Expenses incurred by the Administrator in connection with the
performance of the services contemplated in Section 2.2(d) of this
Administrative Services Agreement, the Issuer shall not be liable to indemnify
the Administrator, or hold the Administrator harmless,

                                        9


from and against any and all Loss and Expense resulting from or attributable to
the bad faith or willful misconduct of the Administrator.

                                    ARTICLE 5
                                      TERM

          SECTION 5.1.     TERM.

          (a)  The Administrator may terminate this Administrative Services
               Agreement upon at least 30 days' prior written notice to the
               Issuer and the Issuer may terminate this Administrative Services
               Agreement for Reasonable Cause upon at least 30 days' prior
               written 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 Issuer
               appoints a successor Administrator, (b) the successor
               Administrator accepts such appointment, (c) the Administrator has
               obtained the prior written confirmation of any Rating Agency then
               rating the Program or any series of the Notes that such action
               will not result in a reduction or withdrawal of its then current
               ratings, if any, of the Program and/or any series of the Notes as
               applicable and (d) the Issuer has paid all accrued and unpaid
               amounts owed to the Administrator under this Administrative
               Services Agreement.

          (b)  Notwithstanding the provisions of Section 5.1(a) and
               notwithstanding compliance with any of the conditions associated
               with the termination provisions set forth in Section 5.1(a), the
               Administrator shall have the right to terminate this
               Administrative Services Agreement if the Administrator has not
               approved the Program Documents (not including each Note
               Certificate, each Supplemental Indenture and each Funding
               Agreement) on or before September 30, 2002 or if the Funding
               Agreement Provider has not provided the approval contemplated in
               Section 2.3 on or before September 30, 2002. In the event of the
               termination of this Administrative Services Agreement pursuant to
               this Section 5.1(b), the Administrator shall be entitled to
               receive from the Issuer any accrued and outstanding fees or
               reimbursements due to the Administrator for its performance of
               services pursuant to this Administrative Services Agreement prior
               to such termination.

                                    ARTICLE 6
                        OBLIGATION TO SUPPLY INFORMATION

          SECTION 6.1.     OBLIGATION TO SUPPLY INFORMATION. The Issuer hereby
authorizes the Delaware Trustee to forward to the Administrator any information
which is in the possession of the Issuer in connection with the Program
Documents, the Assigned

                                       10


Documents and this Administrative Services Agreement as the Administrator may
from time to time reasonably request in connection with the performance of its
obligations hereunder. The Administrator will (a) hold and safely maintain all
records, files, Program Documents, Assigned Documents and other material of the
Issuer and (b) permit the Issuer, 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 Issuer, or relating to the provision of services and
facilities under this Administrative Services Agreement.

                                   ARTICLE 7
                 THE ADMINISTRATOR'S LIABILITY; STANDARD OF CARE

          SECTION 7.1.     ADMINISTRATOR'S LIABILITY. The Administrator assumes
no liability for anything other than the services rendered and the facilities
provided by it pursuant to Articles 2 and 3 hereof and neither the Administrator
nor any of its directors, officers, employees or Affiliates shall be responsible
for any action of the Issuer, the Delaware Trustee, the Funding Agreement
Provider or the officers or employees thereof taken outside the scope of
Articles 2 and 3 hereof 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 Issuer's obligations under the
Program Documents.

          SECTION 7.2.     STANDARD OF CARE. The Administrator shall not be
required to perform, endeavor to perform or agree to perform any act on behalf
of the Issuer not specifically required or permitted under the Program Documents
or the Assigned Documents. The Administrator shall perform its duties hereunder
diligently, in conformity with the Issuer's obligations under the Program
Documents and the Assigned 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 TO ISSUER

          SECTION 8.1.     LIMITED RECOURSE TO ISSUER. Notwithstanding anything
to the contrary contained herein, all obligations of the Issuer hereunder shall
be payable by the Issuer 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 Issuer to the extent of such unavailability or
insufficiency until such time as the Issuer has assets sufficient to pay such
prior deficiency. This Article 8 shall survive the termination of this
Administrative Services Agreement.

                                       11


                                    ARTICLE 9
                                   NO RECOURSE

          SECTION 9.1.     NO RECOURSE. The obligations of the Issuer hereunder
are solely the obligations of the Issuer and no recourse shall be had with
respect to this Administrative Services Agreement or any of the obligations of
the Issuer hereunder or for the payment of any fee or other amount payable
hereunder or for any claim based on, arising out of or relating to any provision
of this Administrative Services Agreement against any trustee, employee,
settlor, Affiliate, agent or servant of the Issuer. The provisions of this
Article 9 shall survive the termination of this Administrative Services
Agreement.

                                   ARTICLE 10
               RELIANCE ON INFORMATION OBTAINED FROM THIRD PARTIES

          SECTION 10.1.    RELIANCE ON INFORMATION OBTAINED FROM THIRD PARTIES.
The Issuer recognizes that the accuracy and completeness of the records
maintained and the information supplied by the Administrator hereunder is
dependent upon the accuracy and completeness of the information obtained by the
Administrator from the parties to the Program Documents, the Assigned Documents
and other sources and, subject to Articles 4 and 7 hereof but without any duty
to conduct any independent investigation, the Administrator shall not be
responsible for any inaccurate or incomplete records maintained by the
Administrator hereunder 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 11
                                  MISCELLANEOUS

          SECTION 11.1.    NOTICES. All notices, demands, instructions and other
communications required or permitted to be given hereunder shall be in writing
(including by facsimile transmission) and shall be personally delivered or sent
by guaranteed overnight delivery or by facsimile transmission (confirmed by
personal or guaranteed overnight delivery) and shall be deemed to be given for
purposes of this Administrative Services Agreement on the day that such writing
is received by the intended recipient thereof in accordance with the provisions
of this Section 11.1.

          Unless otherwise specified in a notice sent or delivered in accordance
with the foregoing provisions of this Section 11.1, all notices, demands,
instructions and other communications in writing shall be given to or made upon
the respective parties hereto at their respective addresses (or their respective
facsimile numbers) indicated below:

                                       12


          The Issuer:

          Allstate Life Global Funding
          c/o AMACAR Pacific Corp.
          6525 Morrison Boulevard, Suite 318
          Charlotte, North Carolina 28211
          Attention: President
          Facsimile: (704) 365-1632

          The Administrator:

          AMACAR Pacific Corp.
          6525 Morrison Boulevard, Suite 318
          Charlotte, North Carolina 28211
          Attention: Douglas K. Johnson
          Facsimile: (704) 365-1632

          SECTION 11.2.    AMENDMENT. No amendment, modification, restatement,
supplement or replacement hereof, or waiver or consent hereunder, shall be
effective unless (a) accomplished by written instrument signed by both parties
hereto and (b) the prior written confirmation of each Rating Agency then rating
the Program or any series of the Notes that such action will not result in
reduction or withdrawal of its then current ratings, if any, of the Program
and/or any series of the Notes as applicable. The Issuer shall provide each
Rating Agency then rating the Program or any series of the Notes with a copy of
each such amendment, modification, restatement, supplement or replacement
hereof, or waiver or consent hereunder.

          SECTION 11.3.    NO JOINT VENTURE. Nothing contained in this
Administrative Services Agreement shall constitute the Issuer and the
Administrator as members of any partnership, joint venture, association,
syndicate or unincorporated business.

          SECTION 11.4.    ASSIGNMENT. Except as set forth in this Section 11.4,
and subject to the rights of the Administrator to subcontract pursuant to
Section 3.2 hereof, this Administrative Services Agreement may not be assigned
by either party without (a) the prior written consent of the other party and (b)
the prior written confirmation of each Rating Agency then rating the Program or
any series of the Notes that such action will not result in a reduction or
withdrawal of its then current ratings, if any, of the Program and/or any series
of the Notes, as applicable. Subject to the foregoing, this Administrative
Services Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective permitted successors and assigns. Any party's
transfer or assignment in violation of this Section 11.4 shall be void as to the
other party.

          SECTION 11.5.    GOVERNING LAW. This Administrative Services Agreement
shall be governed by and construed in accordance with the laws of the State of
New York without regard to its choice of law principles.

                                       13


          SECTION 11.6.    CONSENT TO JURISDICTION. Each party to this
Administrative Services Agreement submits to the nonexclusive jurisdiction of
the United States Federal court located in the City of New York, Borough of
Manhattan for purposes of all legal proceedings arising out of or relating to
this Administrative Services Agreement or the transactions contemplated hereby.
Each party to this Administrative Services 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 Administrative Services Agreement
consents to process being served in any suit, action or proceeding with respect
to this agreement, or any document delivered pursuant hereto 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 Administrative Services 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 hereto to bring suit in the courts of any other
jurisdiction.

          SECTION 11.7.    WAIVER OF JURY TRIAL. Each of the parties to this
Administrative Services 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 Administrative Services Agreement or any claims or transactions in
connection herewith. Each of the parties hereto hereby acknowledge that such
waiver is made with full understanding and knowledge of the nature of the rights
and benefits waived hereby.

          SECTION 11.8.    EXECUTION IN COUNTERPARTS. This Administrative
Services Agreement and any amendments, modifications, restatements, supplements
and/or replacements hereof, or waivers or consents hereto, may be executed in
any number of counterparts, and by different parties hereto 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 Administrative Services Agreement
shall become effective upon the execution of a counterpart by each of the
parties hereto.

          SECTION 11.9.    LIMITATION OF DELAWARE TRUSTEE LIABILITY.
Notwithstanding any provision hereof to the contrary, it is expressly understood
and agreed by the parties that (a) this Administrative Services 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 herein made on the part of
the Issuer 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 Issuer, (c) nothing herein contained shall be
construed as creating any liability on Wilmington Trust Company, individually or
personally, to perform any covenant either expressed or implied 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 (d) under no
circumstances shall Wilmington Trust Company be personally liable for the
payment of any indebtedness or expenses of the Issuer or be liable for the
breach or failure of

                                       14


any obligation, representation, warranty or covenant made or undertaken by the
Issuer under this Administrative Services Agreement or any other related
documents.

          SECTION 11.10.   NO PETITION. Notwithstanding any prior termination of
this Administrative Services Agreement, the Administrator as such shall not
acquiesce, petition or otherwise, directly or indirectly, invoke or cause the
Issuer to invoke the process of any governmental authority for the purpose of
commencing or sustaining a case against the Issuer under any Federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Issuer or any substantial part of its property or ordering the winding up or
liquidation of the affairs of the Issuer for one year and one day after the last
obligation of any series of the Issuer has been paid.

          SECTION 11.11.   SEVERABILITY. In case one or more of the provisions
contained in, or obligation under, this Administrative Services Agreement shall
be or 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 11.12.   ENTIRE AGREEMENT. This Administrative Services
Agreement constitutes the entire agreement between the parties hereto relating
to the subject matter hereof and supersedes all previous agreements between the
parties, whether written or oral.

          SECTION 11.13.   ADMINISTRATOR TO PROVIDE INDENTURE TRUSTEE ACCESS TO
BOOKS AND RECORDS. The Administrator shall provide the Indenture Trustee with
access to the books and records of the Issuer 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 as specified in the Indenture), (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 11.14.   NO WAIVER. No failure on the part of the parties
hereto to exercise, and no delay in exercising, and no course of dealing with
respect to, any right, power or privilege hereunder 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 11.15.   REMEDIES CUMULATIVE. No right, power or remedy of the
parties hereunder 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 now or hereafter existing by law or in equity.

                                       15


          IN WITNESS WHEREOF, the parties hereto have caused this Administrative
Services Agreement to be executed as of the day and year first above written.

                                          ALLSTATE LIFE GLOBAL FUNDING, acting
                                          hereunder with respect to each series

                                          By:  Wilmington Trust Company, not in
                                          its individual capacity,
                                          but solely as Delaware Trustee



                                          By: /s/ Donald G. MacKelcan
                                             -----------------------------------
                                             Name:  Donald G. MacKelcan
                                             Title: Vice President


                                          AMACAR PACIFIC CORP.,
                                          in its individual capacity



                                          By: /s/ Douglas K. Johnson
                                             -----------------------------------
                                             Name:  Douglas K. Johnson
                                             Title: President

                                       16



                                                                    EXHIBIT 10.4

================================================================================




                              AMENDED AND RESTATED

                        ADMINISTRATIVE SERVICES AGREEMENT

                                     BETWEEN

                          ALLSTATE LIFE GLOBAL FUNDING

                                       AND

                              AMACAR PACIFIC CORP.


                               DATED AS OF -, 2002




================================================================================





                                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....................................5

                                    ARTICLE 2
                      APPOINTMENT; ADMINISTRATIVE SERVICES

   SECTION 2.1.   APPOINTMENT......................................................5
   SECTION 2.2.   ADMINISTRATIVE SERVICES..........................................6
   SECTION 2.3.   SUBCONTRACTING OF CERTAIN SERVICES...............................8

                                    ARTICLE 3
          BUSINESS OF THE ISSUER; EMPLOYEES AND SUBCONTRACTORS; OFFICES

   SECTION 3.1.   BUSINESS OF THE ISSUER...........................................9
   SECTION 3.2.   EMPLOYEES AND SUBCONTRACTORS.....................................9

                                    ARTICLE 4
                            COMPENSATION; INDEMNITIES

   SECTION 4.1.   COMPENSATION.....................................................9
   SECTION 4.2.   INDEMNITIES......................................................9

                                    ARTICLE 5
                                      TERM

   SECTION 5.1.   TERM............................................................10

                                    ARTICLE 6
                        OBLIGATION TO SUPPLY INFORMATION

   SECTION 6.1.   OBLIGATION TO SUPPLY INFORMATION................................10

                                    ARTICLE 7
                 THE ADMINISTRATOR'S LIABILITY; STANDARD OF CARE

   SECTION 7.1.   ADMINISTRATOR'S LIABILITY.......................................11
   SECTION 7.2.   STANDARD OF CARE................................................11



                                       i





                                                                          

                                    ARTICLE 8
                           LIMITED RECOURSE TO ISSUER

   SECTION 8.1.   LIMITED RECOURSE TO ISSUER......................................11

                                    ARTICLE 9
                                   NO RECOURSE

   SECTION 9.1.   NO RECOURSE.....................................................11

                                   ARTICLE 10
               RELIANCE ON INFORMATION OBTAINED FROM THIRD PARTIES

   SECTION 10.1.  RELIANCE ON INFORMATION OBTAINED FROM THIRD PARTIES.............12

                                   ARTICLE 11
                                  MISCELLANEOUS

   SECTION 11.1.  NOTICES.........................................................12
   SECTION 11.2.  AMENDMENT.......................................................13
   SECTION 11.3.  NO JOINT VENTURE................................................13
   SECTION 11.4.  ASSIGNMENT......................................................13
   SECTION 11.5.  GOVERNING LAW...................................................13
   SECTION 11.6.  CONSENT TO JURISDICTION.........................................13
   SECTION 11.7.  WAIVER OF JURY TRIAL............................................14
   SECTION 11.8.  EXECUTION IN COUNTERPARTS.......................................14
   SECTION 11.9.  LIMITATION OF DELAWARE TRUSTEE LIABILITY........................14
   SECTION 11.10. NO PETITION.....................................................14
   SECTION 11.11. SEVERABILITY....................................................15
   SECTION 11.12. ENTIRE AGREEMENT................................................15
   SECTION 11.13. ADMINISTRATOR TO PROVIDE INDENTURE TRUSTEE ACCESS TO
                  BOOKS AND RECORDS...............................................15
   SECTION 11.14. NO WAIVER.......................................................15
   SECTION 11.15. REMEDIES CUMULATIVE.............................................15

Exhibit A    Administration Fees



                                       ii




         THIS AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT (this
"ADMINISTRATIVE SERVICES AGREEMENT") dated as of -, 2002 between Allstate Life
Global Funding, a statutory trust organized in series under the laws of the
State of Delaware and acting hereunder with respect to each series of the
statutory trust (the "ISSUER"), and AMACAR Pacific Corp., as administrator (in
such capacity, the "ADMINISTRATOR").

         WHEREAS, the Issuer 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, the Issuer desires to establish a program (the "PROGRAM") for
the issue from time to time of senior secured notes to be issued in one or more
series (the "NOTES"), each to be secured by the related collateral;

         WHEREAS, in connection with the issue of the Notes under the Program,
the Issuer desires to enter into the Indenture (as defined below) with the
Indenture Trustee;

         WHEREAS, the Issuer has requested that the Administrator provide advice
and assistance to the Issuer generally and with respect to each series of the
Issuer and perform various services for the Issuer generally and with respect to
each series of the Issuer; and

         WHEREAS, the Issuer 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 the Issuer,
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 Administrative Services Agreement, the parties agree as follows:

                                 ARTICLE 1
                   DEFINITIONS; OTHER DEFINITIONAL PROVISIONS

         SECTION 1.1    COVENANTS. The Issuer (a) repeats and reaffirms to
the Administrator the covenants of the Issuer set forth in Article 4 of the
Indenture, dated as of the date hereof (as amended, modified, restated,
supplemented and/or replaced from time to time, the "INDENTURE"), between the
Issuer and Bank One, National Association.

         SECTION 1.2    DEFINITIONS. The following terms, as used herein,
have the following meanings:

         "ADMINISTRATION FEE" has the meaning ascribed in Section 4.1.

                                       1




         "ADMINISTRATIVE SERVICES AGREEMENT" means this instrument as originally
executed or as the same may be amended, modified, restated, supplemented and/or
replaced from time to time.

         "ADMINISTRATOR" has the meaning ascribed in the first paragraph of this
Administrative Services Agreement.

         "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" means any of the agents appointed by the Issuer to sell the
Notes.

         "ASSIGNED DOCUMENTS" means, with respect to any series of Notes, each
Funding Agreement from time to time issued by the Funding Agreement Provider and
securing such series of Notes, whether owned at the time of issuance of such
series of Notes or thereafter acquired by the Issuer and such other agreements,
instruments or other documents (if any), as may be specified or contemplated in
a Note Certificate or Supplemental Indenture relating to such series of Notes.

         "BOOK-ENTRY NOTE" means a Note issued in book-entry form.

         "CERTIFICATED NOTE" means a Note issued in certificated form.

         "CLEARING CORPORATION" means, with respect to any series of Notes, any
of DTC, Euroclear, Clearstream, Luxembourg or any other clearing system
specified in the applicable pricing supplement and their respective successors
and "CLEARING CORPORATIONS" means all of the foregoing.

         "CLEARSTREAM, LUXEMBOURG" means Clearstream Banking S.A., formerly
known as Cedelbank S.A., and its successors.

         "COMMISSION" has the meaning ascribed in Section 2.2(d).

         "DELAWARE TRUSTEE" means Wilmington Trust Company, not in its
individual capacity but solely as trustee, and its successors.

         "DEPOSITARY" shall mean, with respect to the Notes of any series
represented by one or more Global Securities, the Clearing Corporation or its
agent or nominee designated as Depositary by the Indenture Trustee until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "DEPOSITARY" shall mean or include
each Person who is then a Depositary

                                       2



hereunder, and if at any time there is more than one such Person, "DEPOSITARY"
as used with respect to the Notes of any such series shall mean the Depositary
with respect to the Notes of that series.

         "DISTRIBUTION AGREEMENT" means the distribution agreement to be entered
into by and among the Agents and the Issuer, as such agreement may be amended,
modified, restated, supplemented and/or replaced from time to time.

         "DTC" means The Depository Trust Company and its successors.

         "EUROCLEAR" means Euroclear Bank S.A./N.V., and its successors, as
operator of the Euroclear System.

         "FUNDING AGREEMENT" means each funding agreement between the Funding
Agreement Provider and Issuer issued from time to time by the Funding Agreement
Provider up to the principal amount or amounts as may from time to time be
authorized by the Funding Agreement Provider and subsequently assigned by the
Issuer to the Indenture Trustee, as any of the same shall be amended from time
to time.

         "FUNDING AGREEMENT PROVIDER" means Allstate Life Insurance Company, a
life insurance company organized under the laws of the State of Illinois.

         "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 of any series, 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 of any
series.

         "INDENTURE" has the meaning ascribed in Section 1.1.

         "INDENTURE TRUSTEE" means Bank One, National Association and its
successors.

         "ISSUER" has the meaning ascribed in the first paragraph of this
Administrative Services Agreement.

         "LICENSE AGREEMENT" means the license agreement to be entered into
between Allstate Insurance Company and the Issuer, as the same may be amended,
modified, restated, supplemented and/or replaced from time to time.

         "LOSS AND EXPENSE" has the meaning ascribed in Section 4.2.

         "NOTE CERTIFICATE" means each Global Security and each Certificated
Note.

                                       3



         "PAYING AGENT" means the Indenture Trustee.

         "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 DOCUMENTS" means each Note Certificate, the Indenture, the
Trust Agreement, this Administrative Services Agreement, the Distribution
Agreement, the Support and Expenses Agreement, each Supplemental Indenture, the
License Agreement and each Funding Agreement.

         "RATING AGENCY" means any "nationally recognized statistical rating
organization" (as such term is defined in Rule 436(g)(2) of the Securities Act).

         "REASONABLE CAUSE" means (i) the failure or inability of the
Administrator to perform any obligations it may have hereunder for any reason or
(ii) the existence of facts or circumstances which, in the exclusive opinion of
the Delaware Trustee, make it unlikely that the Administrator will be able to
perform any such obligations, including, but not limited to, the Administrator
being adjudged bankrupt or insolvent, the appointment of a receiver for the
Administrator or for its property, or the taking charge or control by any public
officer of the Administrator or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation.

         "REGISTRAR" means, initially, the Indenture Trustee.

         "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 Issuer, 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 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 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.

         "SUPPLEMENTAL INDENTURE" means the indenture that the Issuer and
Indenture Trustee may from time to time enter into pursuant to the Indenture.

                                       4



         "SUPPORT AND EXPENSES AGREEMENT" means that certain support and
expenses agreement dated as of June 27, 2002 by and between the Funding
Agreement Provider and the Issuer, as the same may be amended from time to time.

         "TRUST AGREEMENT" means that certain Trust Agreement dated as of June
24, 2002 establishing the Issuer by and between the Delaware Trustee and the
Trust Beneficial Owner, as amended by the Amended and Restated Trust Agreement
dated -, as such agreement may be amended, modified, restated, supplemented
and/or replaced from time to time.

         SECTION 1.3    OTHER DEFINITIONAL PROVISIONS. For all purposes of
this Administrative Services Agreement except as otherwise expressly provided or
unless the context otherwise requires:

         (a)      the terms defined in this Article 1 shall have the meanings
                  ascribed to them in this Article 1 and shall include the
                  plural as well as the singular; provided, that all capitalized
                  terms used herein and not otherwise defined herein 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 this
                  Administrative Services Agreement or the intent of the parties
                  hereto;

         (d)      the words "herein", "hereof" and "hereunder" and other words
                  of similar import refer to this Administrative Services
                  Agreement as a whole and not to any particular Article,
                  Section or other subdivision; and

         (e)      references herein to Articles, Sections and Exhibits shall,
                  unless otherwise specified, refer respectively to Articles,
                  Sections and Exhibits hereof.

                                   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 Issuer generally and with respect to each series of the Issuer with full
power and authority, and agrees to carry out all of the duties and
responsibilities (a) of the Issuer generally and with respect to each series of
the Issuer under the Program Documents and Assigned Documents and any other
document to which the Issuer generally or with respect to any series of the
Issuer is a party and (b) of the Administrator hereunder as contemplated by and
pursuant to this Administrative Services Agreement.


                                       5



         SECTION 2.2     ADMINISTRATIVE SERVICES. Without limiting the
generality of Section 2.1, the Issuer hereby expressly authorizes and empowers
the Administrator, as its agent, to perform, and the Administrator hereby
expressly agrees to perform, the following services:

         (a)      subject to the timely receipt of all necessary information,
                  requests, notices or direction, as the case may be, providing,
                  or causing to be provided, all clerical, bookkeeping and other
                  services necessary and appropriate for the administration of
                  the Issuer including, without limitation, the following
                  services:

                  (i)      maintenance of all books and records of the Issuer
                           and each series of the Issuer relating to the fees,
                           costs and expenses of the Issuer and each series of
                           the Issuer, which books and records shall be
                           maintained separately for each series of the Issuer
                           and from those of the Administrator;

                  (ii)     maintenance of records of cash payments and
                           disbursements (excluding principal and interest on
                           any Funding Agreement) of the Issuer and each series
                           of the Issuer in accordance with generally accepted
                           accounting principles as determined in consultation
                           with the accountants for the Issuer, and preparation
                           for audit of such periodic financial statements as
                           may be necessary or appropriate;

                  (iii)    upon request, preparation for execution by a
                           Responsible Officer of the Issuer of amendments to,
                           and waivers under, the Program Documents, the
                           Assigned Documents and any other documents or
                           instruments deliverable by the Issuer thereunder or
                           in connection therewith;

                  (iv)     holding, maintaining, and preserving executed copies
                           of the Program Documents, the Assigned Documents and
                           other documents or instruments executed by the Issuer
                           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 Issuer
                           is a party and enforcing the obligations of those
                           parties to the Issuer under such agreements;

                  (vi)     upon request, preparing for execution by a
                           Responsible Officer of the Issuer of such notices,
                           consents, instructions and other communications that
                           the Issuer may from time to

                                       6




                           time be required or permitted to give under the
                           Program Documents, the Assigned Documents and any
                           other document to which the Issuer generally or with
                           respect to any series of the Issuer is a party;

                  (vii)    obtaining services of outside counsel, accountants
                           and/or other service providers on behalf of the
                           Issuer (including as required under Section 7.3(f)
                           of the Indenture);

                  (viii)   preparing for execution by a Responsible Officer,
                           demands and Issuer's certificates relating to payment
                           of any amounts due and owing by the Issuer under the
                           Program Documents, the Assigned Documents and any
                           other document to which the Issuer 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 only be payable to the extent assets of the
                           Issuer are available therefor and at such times and
                           in such amounts as shall be permitted by the Program
                           Documents or the Assigned Documents;

                  (ix)     preparing for execution by a Responsible Officer,
                           demands and Issuer's certificates relating to payment
                           of any amounts due and owing by the Issuer to the
                           Indenture Trustee, the Paying Agent, the Registrar
                           and other agents of the Issuer on request for all
                           expenses, disbursements and advances; 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 only be
                           payable to the extent assets of the Issuer are
                           available therefor and at such times and in such
                           amounts as shall be permitted by the Program
                           Documents or the Assigned Documents; and

                  (x)      taking such other administrative actions as may be
                           incidental or reasonably necessary to the
                           accomplishment of the actions of the Administrator
                           authorized in this Section 2.2(a) or, upon receipt of
                           notice directing the Administrator to do so, to the
                           accomplishment of the duties and responsibilities of
                           the Issuer under the Program Documents, the Assigned
                           Documents and any other document to which the Issuer
                           is a party to the extent not otherwise the
                           responsibility of the Indenture Trustee, the Delaware
                           Trustee, a Paying Agent or the Registrar;

         (b)      upon the issuance of a series of Notes, directing the
                  Indenture Trustee to pay the expenses of the Issuer relating
                  to such series of Notes;

                                       7



         (c)      performing the administrative services to ensure compliance
                  with all of the obligations, representations, covenants and
                  agreements of the Issuer set forth in the Trust Agreement;

         (d)      subject to the timely receipt of all necessary information,
                  requests, notices or direction, as the case may be, filing
                  with the Securities and Exchange Commission (the "COMMISSION")
                  and executing, in each case on behalf of the Issuer, (a) a
                  registration statement on Form S-1 or other appropriate form,
                  including the prospectus and the exhibits included therein,
                  any pre-effective or post-effective amendments thereto and any
                  registration statements filed subsequent thereto under rules
                  promulgated under the Securities Act of 1933, as amended (the
                  "1933 ACT"), relating to the registration of the Notes and any
                  other securities under the 1933 Act, (b) any preliminary
                  prospectus or prospectus or supplement thereto relating to any
                  Notes required to be filed pursuant to the 1933 Act, and (c)
                  registration statements and such other documents, forms or
                  filings as may be required by the 1933 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; (ii) filing and executing on behalf of
                  the Issuer 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, any Notes under the securities or "Blue Sky"
                  laws of any relevant jurisdictions; and (iii) executing and
                  delivering letters or documents to, or instruments for filing
                  with, a depository relating to any Notes; and

         (e)      undertaking such other administrative services as may be
                  reasonably requested by the Issuer or the Delaware Trustee,
                  including obtaining and maintaining the listing of the Notes
                  on any stock exchange and causing the preparation by the
                  Issuer of any prospectus, pricing supplement, private
                  placement memoranda, offering circular or supplement thereto,
                  in connection with the performance by the Issuer of its
                  obligations under the Program Documents, the Assigned
                  Documents or any other document to which the Issuer is a party
                  or other documents executed thereunder or in connection
                  therewith.

         SECTION 2.3.      SUBCONTRACTING OF CERTAIN SERVICES. Notwithstanding
the foregoing and the provisions of Article 3, the Administrator shall have the
right to enter into one or more contracts with one or more other Persons to
perform the services set forth in Section 2.2(a)(i)-(ii), Section
2.2(a)(viii)-(ix) and in Section 2.2(b) of this Administrative Services
Agreement, in each case subject to the prior written approval of the Funding
Agreement Provider, such approval not to be unreasonably withheld or delayed.
Whether or not any such contract is entered into and

                                       8



unless the Administrator agrees otherwise, the Administrator shall not be liable
for any costs, fees or expenses related to the provision of the services set
forth in Section 2.2(a)(i)-(ii), Section 2.2(a)(viii)-(ix) and in Section 2.2(b)
of this Administrative Services Agreement.

                                   ARTICLE 3
          BUSINESS OF THE ISSUER; EMPLOYEES AND SUBCONTRACTORS; OFFICES

         SECTION 3.1.     BUSINESS OF THE ISSUER. The Administrator agrees to
carry out and perform the day to day business activities (as set forth in
Section 2.2 hereof) of the Issuer in the name and on behalf of the Issuer as its
agent.

         SECTION 3.2.    EMPLOYEES AND SUBCONTRACTORS.

         (a)      Except as otherwise provided in Section 2.3 of this
                  Administrative Services Agreement, all services to be
                  furnished by the Administrator under this Administrative
                  Services Agreement may be (i) furnished by an officer or
                  employee of the Administrator, an officer or employee of any
                  Affiliate of the Administrator, or any other Person or agent
                  designated by it or (ii) subcontracted by the Administrator;
                  PROVIDED, that prior written notice is given to the Delaware
                  Trustee of such subcontract; PROVIDED, FURTHER, that the
                  Administrator shall remain ultimately responsible for the
                  provision of such services unless such services are
                  subcontracted to accountants, legal counsel or other service
                  providers selected with due care by the Administrator, in
                  which case the Administrator, in the absence of gross
                  negligence or bad faith by the Administrator, shall not be
                  responsible for their actions or failure to act.

         (b)      Except as set forth in Article 4, no director, officer,
                  employee or Affiliate of the Administrator shall receive from
                  the Issuer a salary or other compensation.

         (c)      The Administrator agrees to provide office space, together
                  with appropriate materials and any necessary support
                  personnel, for the day to day business activities of the
                  Issuer.

                                   ARTICLE 4
                            COMPENSATION; INDEMNITIES

         SECTION 4.1.     COMPENSATION. The Issuer agrees to pay the
Administrator the fees set forth in Exhibit A hereto (the "ADMINISTRATION FEE").

         SECTION 4.2.     INDEMNITIES. To the fullest extent permitted under
applicable law and subject to limitations imposed by public policy, the Issuer
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,

                                       9



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, hereunder (collectively, "LOSS AND EXPENSE"); provided, however,
that, except as set forth in the last proviso of this Section 4.2, the Issuer
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 gross negligence (or ordinary negligence in the handling or
disbursement of funds), bad faith or willful misconduct of the Administrator;
provided, further, that with respect only to Losses and Expenses incurred by the
Administrator in connection with the performance of the services contemplated in
Section 2.2(d) of this Administrative Services Agreement, the Issuer 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 bad faith or willful misconduct of the Administrator.

                                   ARTICLE 5
                                      TERM

         SECTION 5.1.     TERM. The Administrator may terminate this
Administrative Services Agreement upon at least 30 days' prior written notice to
the Issuer and the Issuer may terminate this Administrative Services Agreement
for Reasonable Cause upon at least 30 days' prior written 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
Issuer appoints a successor Administrator, (b) the successor Administrator
accepts such appointment, (c) the Administrator has obtained the prior written
confirmation of any Rating Agency then rating the Program or any series of the
Notes that such action will not result in a reduction or withdrawal of its then
current ratings, if any, of the Program and/or any series of the Notes as
applicable and (d) the Issuer has paid all accrued and unpaid amounts owed to
the Administrator under this Administrative Services Agreement.

                                   ARTICLE 6
                        OBLIGATION TO SUPPLY INFORMATION

         SECTION 6.1.    OBLIGATION TO SUPPLY INFORMATION. The Issuer hereby
authorizes the Delaware Trustee to forward to the Administrator any information
which is in the possession of the Issuer in connection with the Program
Documents, the Assigned Documents and this Administrative Services Agreement as
the Administrator may from time to time reasonably request in connection with
the performance of its obligations hereunder. The Administrator will (a) hold
and safely maintain all records, files, Program Documents, Assigned Documents
and other material of the Issuer and (b) permit the Issuer, 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 Issuer,
or

                                       10




relating to the provision of services and facilities under this Administrative
Services Agreement.

                                   ARTICLE 7
                 THE ADMINISTRATOR'S LIABILITY; STANDARD OF CARE

         SECTION 7.1.     ADMINISTRATOR'S LIABILITY. The Administrator assumes
no liability for anything other than the services rendered and the facilities
provided by it pursuant to Articles 2 and 3 hereof and neither the Administrator
nor any of its directors, officers, employees or Affiliates shall be responsible
for any action of the Issuer, the Delaware Trustee, the Funding Agreement
Provider or the officers or employees thereof taken outside the scope of
Articles 2 and 3 hereof 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 Issuer's obligations under the
Program Documents.

         SECTION 7.2.     STANDARD OF CARE. The Administrator shall not be
required to perform, endeavor to perform or agree to perform any act on behalf
of the Issuer not specifically required or permitted under the Program Documents
or the Assigned Documents. The Administrator shall perform its duties hereunder
diligently, in conformity with the Issuer's obligations under the Program
Documents and the Assigned 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 TO ISSUER

         SECTION 8.1.     LIMITED RECOURSE TO ISSUER. Notwithstanding anything
to the contrary contained herein, all obligations of the Issuer hereunder shall
be payable by the Issuer 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 Issuer to the extent of such unavailability or
insufficiency until such time as the Issuer has assets sufficient to pay such
prior deficiency. This Article 8 shall survive the termination of this
Administrative Services Agreement.

                                   ARTICLE 9
                                   NO RECOURSE

         SECTION 9.1.     NO RECOURSE. The obligations of the Issuer hereunder
are solely the obligations of the Issuer and no recourse shall be had with
respect to this Administrative Services Agreement or any of the obligations of
the Issuer hereunder or for the payment of any fee or other amount payable
hereunder or for any claim based on, arising out of or relating to any provision
of this Administrative Services


                                       11



Agreement against any trustee, employee, settlor, Affiliate, agent or servant of
the Issuer. The provisions of this Article 9 shall survive the termination of
this Administrative Services Agreement.

                                   ARTICLE 10
               RELIANCE ON INFORMATION OBTAINED FROM THIRD PARTIES

         SECTION 10.1.     RELIANCE ON INFORMATION OBTAINED FROM THIRD PARTIES.
The Issuer recognizes that the accuracy and completeness of the records
maintained and the information supplied by the Administrator hereunder is
dependent upon the accuracy and completeness of the information obtained by the
Administrator from the parties to the Program Documents, the Assigned Documents
and other sources and, subject to Articles 4 and 7 hereof but without any duty
to conduct any independent investigation, the Administrator shall not be
responsible for any inaccurate or incomplete records maintained by the
Administrator hereunder 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 11
                                  MISCELLANEOUS

         SECTION 11.1.     NOTICES. All notices, demands, instructions and other
communications required or permitted to be given hereunder shall be in writing
(including by facsimile transmission) and shall be personally delivered or sent
by guaranteed overnight delivery or by facsimile transmission (confirmed by
personal or guaranteed overnight delivery) and shall be deemed to be given for
purposes of this Administrative Services Agreement on the day that such writing
is received by the intended recipient thereof in accordance with the provisions
of this Section 11.1.

         Unless otherwise specified in a notice sent or delivered in accordance
with the foregoing provisions of this Section 11.1, all notices, demands,
instructions and other communications in writing shall be given to or made upon
the respective parties hereto at their respective addresses (or their respective
facsimile numbers) indicated below:

         The Issuer:

         Allstate Life Global Funding
         c/o AMACAR Pacific Corp.
         6525 Morrison Boulevard, Suite 318
         Charlotte, North Carolina 28211
         Attention: President
         Facsimile: (704) 365-1632


                                       12



         The Administrator:

         AMACAR Pacific Corp.
         6525 Morrison Boulevard, Suite 318
         Charlotte, North Carolina 28211
         Attention: Douglas K. Johnson
         Facsimile: (704) 365-1632


         SECTION 11.2.     AMENDMENT. No amendment, modification, restatement,
supplement or replacement hereof, or waiver or consent hereunder, shall be
effective unless (a) accomplished by written instrument signed by both parties
hereto and (b) the prior written confirmation of each Rating Agency then rating
the Program or any series of the Notes that such action will not result in
reduction or withdrawal of its then current ratings, if any, of the Program
and/or any series of the Notes as applicable. The Issuer shall provide each
Rating Agency then rating the Program or any series of the Notes with a copy of
each such amendment, modification, restatement, supplement or replacement
hereof, or waiver or consent hereunder.

         SECTION 11.3.     NO JOINT VENTURE. Nothing contained in this
Administrative Services Agreement shall constitute the Issuer and the
Administrator as members of any partnership, joint venture, association,
syndicate or unincorporated business.

         SECTION 11.4.     ASSIGNMENT. Except as set forth in this Section 11.4,
and subject to the rights of the Administrator to subcontract pursuant to
Section 3.2 hereof, this Administrative Services Agreement may not be assigned
by either party without (a) the prior written consent of the other party and (b)
the prior written confirmation of each Rating Agency then rating the Program or
any series of the Notes that such action will not result in a reduction or
withdrawal of its then current ratings, if any, of the Program and/or any series
of the Notes, as applicable. Subject to the foregoing, this Administrative
Services Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective permitted successors and assigns. Any party's
transfer or assignment in violation of this Section 11.4 shall be void as to the
other party.

         SECTION 11.5.     GOVERNING LAW. This Administrative Services Agreement
shall be governed by and construed in accordance with the laws of the State of
New York without regard to its choice of law principles.

         SECTION 11.6.     CONSENT TO JURISDICTION. Each party to this
Administrative Services Agreement submits to the nonexclusive jurisdiction of
the United States Federal court located in the City of New York, Borough of
Manhattan for purposes of all legal proceedings arising out of or relating to
this Administrative Services Agreement or the transactions contemplated hereby.
Each party to this Administrative Services 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


                                       13



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 Administrative
Services Agreement consents to process being served in any suit, action or
proceeding with respect to this agreement, or any document delivered pursuant
hereto 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 Administrative Services 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 hereto to bring suit in the
courts of any other jurisdiction.

         SECTION 11.7.     WAIVER OF JURY TRIAL. Each of the parties to this
Administrative Services 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 Administrative Services Agreement or any claims or transactions in
connection herewith. Each of the parties hereto hereby acknowledge that such
waiver is made with full understanding and knowledge of the nature of the rights
and benefits waived hereby.

         SECTION 11.8.     EXECUTION IN COUNTERPARTS. This Administrative
Services Agreement and any amendments, modifications, restatements, supplements
and/or replacements hereof, or waivers or consents hereto, may be executed in
any number of counterparts, and by different parties hereto 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 Administrative Services Agreement
shall become effective upon the execution of a counterpart by each of the
parties hereto.

         SECTION 11.9.     LIMITATION OF DELAWARE TRUSTEE LIABILITY.
Notwithstanding any provision hereof to the contrary, it is expressly understood
and agreed by the parties that (a) this Administrative Services 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 herein made on the part of
the Issuer 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 Issuer, (c) nothing herein contained shall be
construed as creating any liability on Wilmington Trust Company, individually or
personally, to perform any covenant either expressed or implied 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 (d) under no
circumstances shall Wilmington Trust Company be personally liable for the
payment of any indebtedness or expenses of the Issuer or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Issuer under this Administrative Services Agreement or any
other related documents.

         SECTION 11.10.     NO PETITION. Notwithstanding any prior termination
of this Administrative Services Agreement, the Administrator as such shall not
acquiesce, petition or otherwise, directly or indirectly, invoke or cause the
Issuer to invoke the process of any governmental authority for the purpose of
commencing or sustaining a

                                       14



case against the Issuer under any Federal or state bankruptcy, insolvency or
similar law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Issuer or any substantial part of
its property or ordering the winding up or liquidation of the affairs of the
Issuer for one year and one day after the last obligation of any series of the
Issuer has been paid.

         SECTION 11.11.     SEVERABILITY. In case one or more of the provisions
contained in, or obligation under, this Administrative Services Agreement shall
be or 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 11.12.     ENTIRE AGREEMENT. This Administrative Services
Agreement constitutes the entire agreement between the parties hereto relating
to the subject matter hereof and supersedes all previous agreements between the
parties, whether written or oral.

         SECTION 11.13.     ADMINISTRATOR TO PROVIDE INDENTURE TRUSTEE ACCESS TO
BOOKS AND RECORDS. The Administrator shall provide the Indenture Trustee with
access to the books and records of the Issuer 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 as specified in the Indenture), (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 11.14.     NO WAIVER. No failure on the part of the parties
hereto to exercise, and no delay in exercising, and no course of dealing with
respect to, any right, power or privilege hereunder 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 11.15.     REMEDIES CUMULATIVE. No right, power or remedy of
the parties hereunder 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 now or hereafter existing by law or in equity.


                                       15



         IN WITNESS WHEREOF, the parties hereto have caused this Administrative
Services Agreement to be executed as of the day and year first above written.


                                    ALLSTATE LIFE GLOBAL FUNDING, acting
                                    hereunder with respect to each series

                                    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






                                       A-1









                                                                    EXHIBIT 10.6

                               INDEMNITY AGREEMENT

June 24, 2002

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 Trust Agreement, dated as of June 24, 2002 (the "Trust
Agreement"), between WTC, as Delaware trustee (the "Trustee"), and AMACAR
Pacific Corp. ("Beneficial Owner"), as may be amended and restated from time to
time, in connection with the formation of Allstate Life Global Funding, a
Delaware statutory business trust organized in series (the "Trust"), the Trust
by this letter agreement (this "Agreement"), hereby agrees to the following
indemnity arrangement. 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 the
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 WTC on or measured by any compensation received
by WTC for its services as 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
Trustee under the Trust Agreement, except where any such claim for
indemnification has arisen as a result of the willful misconduct or gross
negligence (or ordinary negligence with respect to the handling of funds) on the
part of the Trustee or WTC in 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 Indemnitor under this Agreement shall be in
addition to any liability which Indemnitor or any other person may otherwise
have and shall survive the termination of the Trust Agreement.



Wilmington Trust Company
June 24, 2002
Page 2


     2.   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.

     3.   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

     4.   No waiver, modification or amendment of this Agreement shall be valid
unless executed in writing by the parties hereto.

     5.   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]



Wilmington Trust Company
June 24, 2002
Page 3


          If the foregoing correctly sets forth the understanding and agreement
between the Indemnitor 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:   /s/ Donald G. MacKelcan
                                             -----------------------------------
                                          Name:  Donald G. MacKelcan
                                          Title: Vice President
AGREED AND ACCEPTED:
WILMINGTON TRUST COMPANY


By:   /s/ Donald G. MacKelcan
   --------------------------------
Name:  Donald G. MacKelcan
Title: Vice President

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Exhibit 12


ALLSTATE LIFE INSURANCE COMPANY AND SUBSIDIARIES


COMPUTATION OF EARNINGS TO FIXED CHARGES RATIO

 
    
   For the
Nine Months
Ended
September 30,
   For the Year ended December 31,
  
 
    
   2002
   2001
   2000
   1999
   1998
   1997
  
 
    
   (in millions)

  
1.   Income from continuing operations before income taxes and cumulative effect of change in accounting principle   $ 271   $ 553   $ 711   $ 770   $ 838   $ 745  

2.
 
Dividends from less than 50% owned subsidiary
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
 
       
 
 
 
 
 
 

3.
 
Income from continuing operations before income taxes (1+2)
 
$
271
 
$
553
 
$
711
 
$
770
 
$
838
 
$
745
 
       
 
 
 
 
 
 

 
 
Fixed Charges:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

4.
 
Interest on indebtedness
 
$
—
 
$
—
 
$
—
 
$
—
 
$
—
 
$
—
 

5.
 
Interest factor of annual rental expense
 
 
2
 
 
4
 
 
4
 
 
4
 
 
8
 
 
6
 
       
 
 
 
 
 
 

6.
 
Total fixed charges (4+5)
 
$
2
 
$
4
 
$
4
 
$
4
 
$
8
 
$
6
 
       
 
 
 
 
 
 

7.
 
Income from continuing operations before income taxes, cumulative effect of change in accounting principle and fixed charges (3+6)
 
$
273
 
$
557
 
$
715
 
$
774
 
$
846
 
$
751
 
       
 
 
 
 
 
 

8.
 
Ratio of earnings to fixed charges before dividends on redeemable preferred securities and interest credited to contractholder funds (7/6)
 
 
136.5
x
 
139.3
x
 
178.8
x
 
193.5
x
 
105.8
x
 
125.2
x
       
 
 
 
 
 
 

9.
 
Dividends on redeemable preferred securities
 
 
3
 
 
20
 
 
20
 
 
18
 
 
17
 
 
15
 
       
 
 
 
 
 
 

10.
 
Total fixed charges and dividends on redeemable preferred securities (6+9)
 
$
5
 
$
24
 
$
24
 
$
22
 
$
25
 
$
21
 
       
 
 
 
 
 
 

11.
 
Income from continuing operations before income taxes, cumulative effect of change in accounting principle, fixed charges and redeemable preferred securities (3+6+9)
 
$
276
 
$
577
 
$
735
 
$
792
 
$
863
 
$
766
 
       
 
 
 
 
 
 

12.
 
Ratio of earnings to fixed charges before interest credited to contractholder funds (11/10)
 
 
55.2
x
 
24.0
x
 
30.6
x
 
36.0
x
 
34.5
x
 
36.5
x
       
 
 
 
 
 
 

13.
 
Interest credited to contractholder funds
 
$
1,263
 
$
1,670
 
$
1,519
 
$
1,260
 
$
1,190
 
$
1,167
 

14.
 
Total fixed charges including dividends on redeemable preferred securities and interest credited to contractholder funds (10+13)
 
$
1,268
 
$
1,694
 
$
1,543
 
$
1,282
 
$
1,215
 
$
1,188
 
       
 
 
 
 
 
 

15.
 
Income from continuing operations before income taxes, cumulative effect of change in accounting principle and fixed charges, including interest credited to contractholder funds (3+14)
 
$
1,539
 
$
2,247
 
$
2,254
 
$
2,052
 
$
2,053
 
$
1,933
 
       
 
 
 
 
 
 

16.
 
Ratio of earnings to fixed charges (15/14)
 
 
1.2
x
 
1.3
x
 
1.5
x
 
1.6
x
 
1.7
x
 
1.6
x
       
 
 
 
 
 
 


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ALLSTATE LIFE INSURANCE COMPANY AND SUBSIDIARIES COMPUTATION OF EARNINGS TO FIXED CHARGES RATIO

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Exhibit 15

November 18, 2002

Board of Directors
Allstate Life Insurance Company
Northbrook, Illinois

We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim financial information of Allstate Life Insurance Company and subsidiaries for the periods ended March 31, 2002 and 2001; June 30, 2002 and 2001; and September 30, 2002 and 2001, as indicated in our reports dated May 9, 2002; August 9, 2002 and November 12, 2002, respectively; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our reports referred to above, which were included in your Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002; June 30, 2002; and September 30, 2002, are being used in these Registration Statements.

We also are aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1933, are not considered a part of these Registration Statements prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ Deloitte & Touche LLP

Chicago, Illinois



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Exhibit 23.1


INDEPENDENT AUDITORS' CONSENT

               We consent to the incorporation by reference in this Registration Statement of Allstate Life Global Funding on Form S-1 and this Registration Statement of Allstate Life Insurance Company on Form S-3 of our report dated February 20, 2002 (March 28, 2002 as to Note 18), appearing in the Registration Statement on Form 10 of Allstate Life Insurance Company for the year ended December 31, 2001 filed on April 24, 2002 and to the reference to us under the heading "Experts" in the Prospectus, which is part of these Registration Statements.

/s/ Deloitte & Touche LLP

Chicago, Illinois
November 18, 2002



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INDEPENDENT AUDITORS' CONSENT

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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)    ý

BANK ONE, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A National Banking Association   36-0899825
(I.R.S. employer
identification number)

1 Bank One Plaza, Chicago, Illinois
(Address of principal executive offices)
 
60670-0126
(Zip Code)

Bank One, National Association
1 Bank One Plaza,
Chicago, Illinois 60670
Attn: Sandra L. Caruba, First Vice President, (312) 336-9436
(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
incorporation or organization)		   (I.R.S. employer
identification number)

6525 Morrison Boulevard, Suite 318
 
 
Charlotte, North Carolina   28211
(Address of principal executive offices)   (Zip Code)

Senior Secured Medium Term Notes
(Title of Indenture Securities)

Item 1.    General Information.    Furnish the following information as to the trustee:

Item 2.    Affiliations With the Obligor.    If the obligor is an affiliate of the trustee, describe each such affiliation.

Item 16.    List of exhibits.    List below all exhibits filed as a part of this Statement of Eligibility.

              Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Bank One, 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 Chicago and State of Illinois, on the 11th day of November, 2002.

Bank One, National Association,
Trustee

By
 
/s/ Sandra L. Caruba
Sandra L. Caruba
First Vice President

              

*
Exhibits 1, 2, 3, and 4 are herein incorporated by reference to Exhibits bearing identical numbers in Item 16 of the Form T-1 of Bank One, National Association, filed as Exhibit 25 to the Registration Statement on Form S-3 of Household Finance Corporation filed with the Securities and Exchange Commission on March 24, 2000 (Registration No. 333-33240).


EXHIBIT 6

         THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

              

November 11, 2002                                                 

              

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 Bank One, 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,

Bank One, National Association

 
 
 

By:
 
/s/ Sandra L. Caruba
Sandra L. Caruba
First Vice President

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 30, 2002

              All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

 
    
    
   Dollar Amounts
In Thousands
   RCFD
   Bil/Mil/Thou
    
ASSETS                    
1.   Cash and balances due from depository institutions (from Schedule RC-A):                    
    a.   Noninterest-bearing balances and currency and coin(1)           0031   12,783,000   1.a
    b.   Interest-bearing balances(2)           0071   3,002,000   1.b
2.   Securities:                    
    a.   Held-to-maturity securities (from Schedule RC-B, column A)           1754   0   2.a
    b.   Available-for-sale securities (from Schedule RC-B, column D)           1773   42,712,000   2.b
3.   Federal funds sold and securities purchased under agreements to resell:           RCON        
    a.   Federal funds sold in domestic offices           8987   7,139,000   3.a
                    RCFD        
    b.   Securities purchased under agreements to resell(3)           8959   1,015,000   3.b
4.   Loans and lease financing receivables (from Schedule RC-C):                    
    a.   Loans and leases held for sale           0309   1,537,000   4.a
    b.   Loans and leases, net of unearned income   8528   101,957,000           4.b
    c.   LESS: Allowance for loan and lease losses   3123   2,551,000           4.c
    d.   Loans and leases, net of unearned income and allowance (Item 4.b minus 4.c)           8528   99,408,000   4.d
5.   Trading assets (from Schedule RC-D)           3545   3,353,000   5
6.   Premises and fixed assets (including capitalized leases)           2145   1,005,000   6
7.   Other real estate owned (from Schedule RC-M)           2150   33,000   7
8.   Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)           2130   175,000   8
9.   Customers' liability to this bank on acceptances outstanding           2155   244,000   9
10.   Intangible assets:                    
    a.   Goodwill           3165   473,000   10.a
    b.   Other intangible assets (from Schedule RC-M)           0426   2,000   10.b
11.   Other assets (from Schedule RC-F)           2160   10,989,000   11
12.   Total assets (sum of items 1 through 11)           2170   183,359,000   12
(1)
Includes cash items in process of collection and unposted debits.

(2)
Includes time certificates of deposit not held for trading.

(3)
Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

Schedule RC—Continued

 
    
    
   Dollar Amounts
In Thousands
   RCFD
   Bil/Mil/Thou
    
LIABILITIES                    
13.   Deposits:                    
    a.   In domestic offices (sum of totals of columns A and C from Schedule RC-E, part 1)           RCON
2200		   90,275,000   13.a
        (1) Noninterest-bearing(1)   6631   33,176,000           13.a.1
        (2) Interest-bearing   6638   57,099,000           13.a.2
    b.   In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II)           RCFN
2200		   24,426,000   13.b
        (1) Noninterest-bearing   6631   373,000           13.b.1
        (2) Interest-bearing   6538   24,053,000           13.b.2
14.   Federal funds purchased and securities sold under agreements to repurchase:           RCON        
    a.   Federal funds purchased in domestic offices(2)           8893   5,324,000   14.a
                    RCFD        
    b.   Securities sold under agreements to repurchase(3)           8995   13,027,000   14.b
15.   Trading liabilities (from Schedule RC-D)           3548   3,119,000   15
16.   Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)           3190   19,954,000   16
17.   Not applicable                    
18.   Bank's liability on acceptances executed and outstanding           2920   244,000   18
19.   Subordinated notes and debentures(4)           3200   3,979,000   19
20.   Other liabilities (from Schedule RC-G)           2930   10,109,000   20
21.   Total liabilities (sum of items 13 through 20)           2948   170,457,000   21
22.   Minority interest in consolidated subsidiaries           3000   60,000   22
EQUITY CAPITAL                    
23.   Perpetual preferred stock and related surplus           3533   0   23
24.   Common stock           3230   201,000   24
25.   Surplus (exclude all surplus related to preferred stock)           3539   7,479,000   25
26.   a.   Retained earnings           3832   5,545,000   26.a
    b.   Accumulated other comprehensive income(5)           9530   127,000   26.b
27.   Other equity capital components(6)           A130   0   27
28.   Total equity capital (sum of items 23 through 27)           3210   13,352,000   28
29.   Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)           3300   183,869,000   29

Memorandum

              To be reported only with the March Report of Condition.

 
    
   RCFD
   Number
    
1.   Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2001   5724   N/A   M.1

1
 
=
 
Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank
 
4
 
=
 
Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)
2   =   Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public   5   =   Directors' examination of the bank performed by other external auditors (may be required by state chartering authority)
        accounting firm which submits a report on the consolidated holding company   6   =   Review of the bank's financial statements by external auditors
        (but not on the bank separately)   7   =   Compilation of the bank's financial
3   =   Attestation on bank management's           statements by external auditors
        assertion on the effectiveness of the bank's internal control over financial   8   =   Other audit procedures (excluding tax preparation work)
        reporting by a certified public accounting firm   9   =   No external audit work
(1)
Includes total demand deposits and noninterest-bearing time and savings deposits.

(2)
Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "other borrowed money."

(3)
Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

(4)
Includes limited-life preferred stock and related surplus.

(5)
Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.

(6)
Includes treasury stock and unearned Employee Stock Ownership Plan shares.


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