ALLSTATE LIFE GLOBAL FUNDING $5,000,000,000 SECURED MEDIUM TERM NOTE PROGRAM DISTRIBUTION AGREEMENT

                                                                Exhibit 1.1


                          ALLSTATE LIFE GLOBAL FUNDING

                                 $5,000,000,000

                        SECURED MEDIUM TERM NOTE PROGRAM

                              DISTRIBUTION AGREEMENT


                                                    [             ], 2006


Merrill Lynch, Pierce, Fenner & Smith
         Incorporated
A.G. Edwards & Sons, Inc.
Banc of America Securities LLC
Barclays Capital Inc.
Bear, Stearns & Co. Inc.
Citigroup Global Markets Inc.
Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
Goldman, Sachs & Co.
Greenwich Capital Markets, Inc.
J.P. Morgan Securities Inc.
Lehman Brothers Inc.
Morgan Stanley & Co. Incorporated
UBS Securities LLC
Wachovia Capital Markets, LLC


Ladies and Gentlemen:


     Allstate   Life   Global   Funding,    a   Delaware    statutory   trust   ("Global
Funding"),   formed   pursuant   to a Trust   Agreement,   dated   June 24,   2002,   as
amended,   restated   or modified   from time to time (the   "Global   Funding   Trust
Agreement"),   between Wilmington Trust Company, as Delaware trustee (the "Global
Funding Delaware Trustee"), and AMACAR Pacific Corp., as trust beneficial owner,
in connection   with the Allstate Life Global   Funding   Secured   Medium Term Note
Program (the   "Institutional   Program")   and the Allstate   Life(R)   CoreNotes(R)
Program (the "Retail Program" and, together with the Institutional   Program, the
"Programs"),   confirms its agreement with Merrill Lynch, Pierce,   Fenner & Smith
Incorporated   and each other   institution   named on Schedule 1 hereto (each,   an
"Agent")   with respect to the issue and sale,   from time to time by separate and
distinct   Delaware   statutory   trusts   formed and   beneficially   owned by Global
Funding (each, an "Issuing Trust" and,   collectively,   the "Issuing Trusts"), of
notes due between   nine months and thirty   years from the date of issuance   (the
"Notes").   As of the date


------------------------
Allstate Life(R) is a registered service mark of Allstate Insurance Company.
CoreNotes(R) is a registered service mark of Merrill Lynch & Co.

<PAGE>

hereof,   the Issuing   Trusts are   authorized   to issue   collectively   up to U.S.
$5,000,000,000   aggregate   initial offering price of Notes (or its equivalent as
determined in Section 4(s)).

     From time to time, upon the formation of a new Issuing Trust, in connection
with the offer   and sale of Notes by such   Issuing   Trust,   upon   execution   and
delivery by such Issuing Trust and the   applicable   Agent or Agents of the terms
agreement (the "Terms   Agreement") set forth in Part E of the series   instrument
to be executed by Global Funding, such Issuing Trust and the applicable Agent or
Agents, among others (the "Series Instrument"),   such Issuing Trust shall become
a party hereto in relation to its Notes (the time of such execution and delivery
referred to herein as such Issuing Trust's "Trust Effective Time"), with all the
authority,   rights,   powers,   duties and   obligations   of an Issuing Trust as if
originally   named   as an   Issuing   Trust   hereunder.   Any   agreement,   covenant,
acknowledgment,   representation   or warranty made by an Issuing Trust   hereunder
shall be deemed to have been made by each Issuing   Trust at its Trust   Effective
Time and at the Applicable   Time (as defined in the applicable   Terms   Agreement
for such Issuing Trust, the "Applicable   Time") unless another time or times are
specified   herein,   in which case such   specified   time or times   shall   instead
apply.

     The Notes of each Issuing Trust will be issued pursuant to an indenture, as
amended or   modified   from time to time,   which will adopt and   incorporate   the
standard    indenture   terms   (each,   an   "Indenture"   and,    collectively,    the
"Indentures")   between the relevant Issuing Trust and J.P. Morgan Trust Company,
National   Association,   as indenture   trustee (the   "Indenture   Trustee").   Each
Issuing Trust shall issue only one series of Notes.

     Each Issuing Trust will   immediately   use the proceeds from the sale of its
Notes to purchase a funding   note (each a "Funding   Note") from Global   Funding.
Each   Funding   Note will be issued   pursuant   to a funding   note   indenture,   as
amended or   modified   from time to time,   which will adopt and   incorporate   the
standard funding note indenture terms (each, a "Funding Note Indenture") between
Global   Funding and J.P.   Morgan Trust   Company,   National   Association,   as the
funding note indenture   trustee (the "Funding Note Indenture   Trustee").   Global
Funding   will   immediately   use the net proceeds   received   from the sale of the
Funding   Note   to   purchase   one   or   more   funding    agreements   (the   "Funding
Agreement(s)") issued by Allstate Life Insurance Company, an Illinois stock life
insurance   company   (the   "Company").   Global   Funding will   immediately   assign
absolutely to, and deposit into the relevant Issuing Trust, the relevant Funding
Agreement(s) and the relevant Funding Note will be surrendered. The Notes of the
Issuing Trust will be secured by the relevant Funding Agreement(s).   The Issuing
Trust will immediately collaterally assign, and grant a first priority perfected
security interest in, the Funding   Agreement(s) to the Indenture Trustee for the
benefit of the holders of the Notes of the Issuing   Trust   pursuant to the terms
of the Indenture.   In connection   with the sale of its Notes,   the Issuing Trust
will   prepare a Pricing   Supplement   (the   "Pricing   Supplement")   including   or
incorporating by reference a description of the terms of the Notes and the terms
of the offering.

     The Agents include those institutions named from time to time in Schedule 1
hereto and any   institution   appointed as an Agent pursuant to Section 20 below.
If any   institution is appointed as an Agent only with respect to the Notes of a
particular   Issuing Trust,   such institution shall only be an Agent with respect
to Notes of such Issuing Trust.

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<PAGE>

     This   Agreement   specifies   the terms and   conditions on which Notes may be
sold by an Issuing   Trust (i) to one or more Agents as   principal   for resale to
investors,   (ii) directly to investors   through the applicable Agent as an agent
of such Issuing Trust in   soliciting   offers for the purchase of Notes and (iii)
to such other   investors in compliance   with all applicable   securities   laws as
such Issuing Trust may determine from time to time.

     The Company has   registered   shares of its common stock with the Securities
and Exchange   Commission   (the   "Commission")   pursuant to Section   12(g) of the
Securities   Exchange Act of 1934, as amended (the "1934 Act"),   on Form 10 under
the   1934   Act.   Pursuant   to   Rule   429 of the   rules   and   regulations   of the
Commission   under   the   Securities   Act of   1933,   as   amended   (the   "1933   Act
Regulations"), the Company and Global Funding have filed with the Commission (i)
a   registration   statement   on   Form   S-3   (No.   333-129157)   and   pre-effective
amendment No. 1 thereto under the   Securities Act of 1933, as amended (the "1933
Act"), for the registration of the Funding Agreement(s),   the Funding Notes, and
the Notes,   and the offering thereof in accordance with Rule 415 of the 1933 Act
Regulations;   (ii) the related   prospectus   dated [ ], 2006   covering   the Notes
offered   under the   Programs   (the   "Base   Prospectus");   (iii)   the   prospectus
supplement to the Base Prospectus,   dated [ ], 2006,   covering the Notes offered
under the Institutional Program (the "Institutional   Prospectus   Supplement" and
together with the Base Prospectus,   the "Institutional   Base   Prospectus");   and
(iv) the prospectus supplement to the Base Prospectus, dated [ ], 2006, covering
the Notes offered under the Retail Program (the "Retail   Prospectus   Supplement"
and,   together with the Base   Prospectus,   the "Retail Base   Prospectus").   Such
registration   statement   (as so   amended,   if   applicable),   is also   the   first
post-effective   amendment to registration statement on Form S-3 (No. 333-125937)
filed by the Company and Global Funding. The registration   statement on Form S-3
(No.   333-129157) (as so amended,   if applicable) has been declared effective by
the Commission, and the form of Indenture and the form of Funding Note Indenture
have been duly qualified   under the Trust Indenture Act of 1939, as amended (the
"1939 Act"),   and the Company and Global Funding have filed such   post-effective
amendments   thereto as may be required prior to the acceptance by Global Funding
and any   Issuing   Trust of any   offer   for the   purchase   of Notes and each such
post-effective   amendment has been declared   effective by the   Commission.   Such
registration   statement   on Form S-3 (No.   333-129157),   at any   relevant   time,
including the   amendments   thereto to such time,   the exhibits and any schedules
thereto at such time, the documents   incorporated by reference   therein pursuant
to Item 12 of Form   S-3   under   the   1933   Act at such   time   and the   documents
otherwise   deemed   to be a part   thereof   or   included   therein   by the 1933 Act
Regulations   is   referred   to herein   as the   "Registration   Statement".   If the
Company or Global   Funding file a   registration   statement   with the   Commission
pursuant   to   Rule   462(b)   of   the   1933   Act   Regulations   (the   "Rule   462(b)
Registration   Statement"),   then,   after   such   filing,   all   references   to the
"Registration   Statement"   shall   also be   deemed   to   include   the Rule   462(b)
Registration Statement.   With respect to the offering of a series of Notes under
the Institutional   Program, the Institutional Base Prospectus,   and with respect
to the offering of a series of Notes under the Retail   Program,   the Retail Base
Prospectus,   in each case   including   the   Pricing   Supplement   relating   to the
offering   of such series of Notes,   in the form first filed with the   Commission
pursuant to Rule 424(b) of the 1933 Act   Regulations   (or in the form first made
available to the applicable   Agent(s) by the Company and the applicable   Issuing
Trust to meet   requests   of   purchasers   pursuant to Rule 173 under the 1933 Act
Regulations),   are referred to herein as the "Prospectus." The term "preliminary
prospectus"   means any preliminary   form of the Prospectus.   For all purposes of
this Agreement,   the term "free writing prospectus" has

                                       3
<PAGE>

the   meaning set forth in Rule 405 under the 1933 Act   Regulations   and the term
"Time of Sale   Prospectus"   means (i) with   respect to the offer and sale of any
series   of   Notes   under   the   Institutional   Program,   the   Institutional   Base
Prospectus   and (ii) with   respect   to the offer and sale of any series of Notes
under the Retail Program,   the Retail Base Prospectus in each case as amended or
supplemented from time to time,   together with any other preliminary   prospectus
relating to the offer and sale of such series of Notes,   any Pricing   Supplement
relating to the offer and sale of such series of Notes filed with the Commission
prior to the   Applicable   Time and each free writing   prospectus   (including any
final term sheet   relating to such series of Notes)   attached as, or   identified
in,   Exhibit A to the   applicable   Terms   Agreement   and any   other   information
identified in Exhibit A to the applicable Terms Agreement. All references to the
"Registration Statement", the "Institutional Base Prospectus",   the "Retail Base
Prospectus", any "preliminary prospectus", the "Time of Sale Prospectus" and the
"Prospectus"   shall also be deemed to include   all   amendments   and   supplements
thereto and all documents   incorporated   by reference   therein.   For purposes of
this   Agreement,   all   references to the   Registration   Statement,   Time of Sale
Prospectus,   Prospectus,   any preliminary prospectus or free writing prospectus,
or to any   amendment or   supplement   thereto shall be deemed to include any copy
filed with the Commission   pursuant to its Electronic Data   Gathering,   Analysis
and Retrieval system ("EDGAR").

     All references in this Agreement to financial   statements and schedules and
other information which is "disclosed",   "contained", "included" or "stated" (or
other   references of like import) in the   Registration   Statement,   Time of Sale
Prospectus,   Prospectus,   any preliminary   prospectus or free writing prospectus
shall be deemed to include all such financial statements and schedules and other
information   which is   incorporated   by reference in or otherwise   deemed by the
1933 Act Regulations to be a part of or included in the Registration   Statement,
Time of Sale Prospectus,   Prospectus, any preliminary prospectus or free writing
prospectus,   as the   case   may be;   and all   references   in   this   Agreement   to
amendments   or   supplements   to   the   Registration    Statement,    Time   of   Sale
Prospectus,   Institutional Base Prospectus, Retail Base Prospectus,   Prospectus,
any preliminary prospectus or free writing prospectus shall be deemed to include
all documents   subsequently   filed with the Commission   pursuant to the 1934 Act
which are   incorporated   by   reference   in or   otherwise   deemed by the 1933 Act
Regulations   to be part of or included in the   Registration   Statement,   Time of
Sale   Prospectus,    Institutional   Base   Prospectus,    Retail   Base   Prospectus,
Prospectus,   any preliminary prospectus or free writing prospectus,   as the case
may be.

SECTION 1. Appointment as Agent.

     (a) Appointment.   Subject to the terms and conditions stated herein, Global
Funding   and the   relevant   Issuing   Trust   hereby   agree that the Notes of such
Issuing   Trust will be sold to or through   the Agents   pursuant   to the terms of
this   Agreement.   Global Funding and the relevant   Issuing Trust agree that they
will not   appoint   any other   agents to act on an Issuing   Trust's   behalf or to
assist an Issuing Trust, in the placement of the Notes;   provided,   however that
with   respect to   transactions   in which the sales of Notes will be   targeted to
institutional   purchasers under the Institutional Program, Global Funding and an
Issuing   Trust may enter into   arrangements   with other   agent(s) not a party to
this   Agreement   provided that such agent(s)   enter into an agreement with terms
substantially   identical   to those   contained   herein.   Global   Funding and each
Issuing Trust agree that they hereby appoint only Merrill Lynch, Pierce,   Fenner
& Smith   Incorporated  

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<PAGE>

(the   "Purchasing   Agent") to act on an Issuing   Trust's   behalf or to assist an
Issuing Trust in connection with transactions in which the sale of Notes will be
targeted to retail   purchasers   under the Retail   Program.   For purposes of this
Agreement, all references to any Agent shall be deemed to include the Purchasing
Agent.

     (b) Sale of   Notes.   Each   Issuing   Trust   shall   not sell or   approve   the
solicitation   of offers   for the   purchase   of Notes in excess of the   aggregate
initial   offering   price   of   Notes   registered   pursuant   to   the   Registration
Statement.   The Agents shall have no responsibility for maintaining records with
respect to the aggregate   initial   offering price of Notes sold, or of otherwise
monitoring the availability of Notes for sale, under the Registration Statement.

     (c)   Purchases as   Principal.   The Agents shall not have any   obligation to
purchase Notes issued through any Issuing Trust as principal. However, absent an
agreement by and between Global Funding and the relevant   Issuing Trust,   on the
one hand, and an Agent, on the other hand, for such Agent to act as an agent for
the relevant Issuing Trust, such Agent shall be deemed to be acting as principal
in connection with any offering of Notes by such Issuing Trust. Accordingly, the
Agents,   individually or in a syndicate, may agree from time to time to purchase
Notes from an Issuing Trust as principal   for resale to investors   determined by
such   Agents.   Any   purchase   of   Notes   from an   Issuing   Trust   by an Agent as
principal shall be made in accordance with Section 3(a) hereof.

     (d)   Solicitations   as Agent.   If agreed upon between an Agent,   on the one
hand,   and Global   Funding and an Issuing   Trust,   on the other hand,   then such
Agent,   acting   solely as an agent for such Issuing   Trust and not as principal,
will solicit   offers for the purchase of Notes.   Such Agent will   communicate to
such Issuing Trust, orally, each offer for the purchase of Notes solicited by it
on an agency   basis other than those offers   rejected by such Agent.   Such Agent
shall have the right,   in its   discretion   reasonably   exercised,   to reject any
offer for the   purchase of Notes,   in whole or in part,   and any such   rejection
shall not be deemed a breach of its   agreement   contained   herein.   Such Issuing
Trust may accept or reject any offer for the   purchase of Notes,   in whole or in
part. Such Agent shall make   reasonable   efforts to assist such Issuing Trust in
obtaining   performance by each   purchaser   whose offer for the purchase of Notes
has been   solicited by it on an agency basis and accepted by such Issuing Trust.
Such Agent shall not have any   liability to such Issuing Trust in the event that
any such purchase is not consummated for any reason. If such Issuing Trust shall
default on its   obligation to deliver Notes to a purchaser   whose offer has been
solicited by an Agent on an agency   basis and   accepted by such   Issuing   Trust,
then (i) such   Issuing   Trust shall hold such Agent   harmless   against any loss,
claim or damage   arising   from or as a result of such   default   by such   Issuing
Trust and (ii) the Issuing Trust shall be   responsible   to pay to such Agent any
commission to which such Agent would otherwise be entitled absent such default.

     (e) Reliance.   Each Issuing Trust and Global Funding,   on the one hand, and
the Agents,   on the other hand,   agree that any Notes   purchased from an Issuing
Trust by one or more Agents as principal   shall be purchased,   and any Notes the
placement of which an Agent   arranges as an agent of such Issuing Trust shall be
placed by such Agent, in reliance on the representations,   warranties, covenants
and agreements of Global Funding and such Issuing Trust contained   herein and on
the terms and conditions and in the manner provided herein.

                                       5
<PAGE>

SECTION 2. Representations and Warranties.

     (a)   Representations   and   Warranties   of Global   Funding.   Global   Funding
represents   and warrants to each Agent as of the date hereof,   to the applicable
Agent(s)   as of the   Applicable   Time for the   relevant   Issuing   Trust,   to the
applicable   Agent(s) as of the date of each   delivery of Notes   (whether to such
Agent as   principal   or   through   such   Agent as   agent)   (the date of each such
delivery is referred to herein as a "Settlement   Date"), to each Agent as of any
time the Time of Sale Prospectus   shall be amended or   supplemented   and to each
Agent as of any time that the Registration   Statement or the Prospectus shall be
amended or   supplemented   (each of the times   referenced   above is   referred   to
herein as a "Global Funding Representation Date"), as follows:

          (i) Due Formation and Good Standing of Global Funding.   Global Funding
     is a statutory trust, duly formed under Delaware law pursuant to the Global
     Funding Trust   Agreement and the filing of a certificate   of trust with the
     Delaware Secretary of State, which is validly existing and in good standing
     as a statutory trust under the laws of the State of Delaware.

          (ii) Registration Statement,   Preliminary   Prospectuses,   Time of Sale
     Prospectus,   and   Prospectus;   Filing   Status.   Global   Funding   meets   the
     requirements   for use of Form S-3   under   the 1933   Act;   the   Registration
     Statement   has   become   effective   under   the   1933   Act and no stop   order
     suspending the effectiveness of the Registration   Statement has been issued
      under the 1933 Act and no proceedings for that purpose have been instituted
     or are pending or, to the knowledge of Global Funding,   are contemplated by
     the   Commission,   and   any   request   on   the   part   of the   Commission   for
     additional   information   has been complied   with; the form of Indenture has
     been duly qualified   under the 1939 Act; the form of Funding Note Indenture
     has been duly qualified   under the 1939 Act; at the   respective   times that
     each part of the Registration Statement became effective and at each Global
     Funding   Representation Date, the 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
     Registration   Statement   as   originally   filed or as part of any   amendment
     thereto,   or filed   pursuant   to Rule 424 under   the 1933 Act   Regulations,
     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
     Base Prospectus and each amendment or supplement thereto and at each Global
     Funding   Representation Date, neither the Base 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.   The Time of Sale   Prospectus
     does not, and at the Applicable

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<PAGE>

     Time and at the applicable Settlement Date, the Time of Sale Prospectus, as
     then amended or   supplemented by Global   Funding,   if applicable,   will not
     contain any untrue statement of a material fact or omit to state a material
     fact   necessary   to   make   the   statements   therein,   in the   light   of the
     circumstances   under   which   they   were   made,   not   misleading;   provided,
     however,   that the   representations and warranties in this subsection shall
     not   apply   to   (i)   statements   in   or   omissions   from   the   Registration
     Statement,   the   Base   Prospectus,   the   Time   of   Sale   Prospectus   or the
     Prospectus   made   in   reliance   upon   and in   conformity   with   information
     furnished to Global Funding in writing by the applicable   Agents concerning
      such   Agents   expressly   for use in the   Registration   Statement,   the Base
     Prospectus, the Time of Sale Prospectus or the Prospectus or (ii) the parts
     of the Registration Statement which constitute the Statement of Eligibility
     and Qualification   (Form T-1) of the Indenture Trustee and the Funding Note
     Indenture Trustee under the 1939 Act.

          (iii)   Incorporated    Documents;    1934   Act   Filings.   The   documents
     incorporated   or deemed to be incorporated by reference in the Time of Sale
     Prospectus or the Base Prospectus, as amended or supplemented,   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 Time of Sale Prospectus or the Base Prospectus,   at the date hereof,
     at the date of the Time of Sale   Prospectus or the Base   Prospectus   and at
     each Global   Funding   Representation   Date, did not and will not include an
     untrue   statement   of a   material   fact or omit to   state a   material   fact
     necessary   in order to make the   statements   therein,   in the   light of the
     circumstances   under which they were made,   not   misleading.   Any   reports,
     filings or other   documents,   exhibits or schedules filed by Global Funding
     and each   Issuing   Trust   pursuant   to the 1934 Act comply in all   material
     respects   with   the    requirements   of   the   1934   Act   and   the   1934   Act
     Regulations.

          (iv) Free Writing   Prospectuses.   At the time of initial filing of the
     Registration Statement, at the earliest time thereafter that Global Funding
     or another offering   participant made a bona fide offer (within the meaning
     of Rule   164(h)(2)   of the 1933 Act   Regulations)   of any Notes and at each
     Global Funding   Representation   Date,   Global Funding was not and is not an
     "ineligible   issuer,"   as defined in Rule 405 of the 1933 Act   Regulations.
     Any free   writing   prospectus   that   Global   Funding   is   required   to file
     pursuant to Rule 433(d) under the 1933 Act   Regulations   has been,   or will
     be, filed with the Commission in accordance   with the   requirements   of the
     1933 Act and the 1933 Act   Regulations.   Each free writing   prospectus that
     Global Funding has filed,   or is required to file,   pursuant to Rule 433(d)
     under the 1933 Act   Regulations   or that was prepared by or on behalf of or
     used by Global   Funding   complies or will comply in all   material   respects
     with the requirements of the applicable 1933 Act   Regulations.   Except with
     respect   to   the   offering   of   any   series   of   Notes,   the   free   writing
      prospectuses   attached as, or identified   in,   Exhibit A to the   applicable
     Terms   Agreement,   Global Funding and the Issuing Trusts have not prepared,
     used or   referred   to,   and will   not,   without   the prior   consent   of the
     applicable Agents, prepare, use or refer to, any free writing prospectus or
     any   other   marketing   materials   other   than   the   preliminary   prospectus
     relating   to or to be used in   connection   with   any   offer   or sale of the
     Notes. No free writing prospectus used in

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<PAGE>

     connection with the offering of a series of Notes will conflict with either
     the Registration Statement or the Base Prospectus.

          (v) Independent Registered Public Accounting Firm. The accounting firm
     which   certified   the financial   statements   and any   supporting   schedules
     thereto included in the Registration Statement and the Base Prospectus,   as
     amended or supplemented,   is an independent   registered   public   accounting
     firm to the extent required by the 1933 Act and the 1933 Act Regulations.

          (vi) Global Funding Financial Statements.   The consolidated   financial
     statements   of Global   Funding,   if any,   included   in any report or filing
     under the 1934 Act,   together with the related   schedules and notes present
     fairly the consolidated   financial   position of Global Funding at the dates
     indicated   to the   extent   required   under   the 1934   Act;   such   financial
     statements   have   been   prepared   in   conformity   with   generally   accepted
     accounting principles ("GAAP") applied on a consistent basis throughout the
     periods   involved;   the   supporting   schedules,   if any,   present fairly in
     accordance   with GAAP the information   required to be stated   therein;   the
     selected financial data and the summary financial   information   included in
     the Registration   Statement and the Time of Sale Prospectus   present fairly
     the information shown therein.

          (vii) No   Material   Changes.   Since the   respective   dates as of which
     information   is given in the   Registration   Statement   and the Time of Sale
     Prospectus, except as otherwise stated therein, (1) there has been no event
     or   occurrence   that   would   result   in a   material   adverse   effect on the
     condition   (financial or   otherwise)   of Global   Funding or on the power or
     ability of Global Funding to perform its obligations   under this Agreement,
     the Global Funding Trust Agreement,   any Funding Note or the Administrative
     Services Agreement (the "Global Funding Administration   Agreement"),   dated
     June 24, 2002, as amended,   restated or modified from time to time, between
     the Global   Funding   Delaware   Trustee,   on behalf of Global   Funding,   and
     AMACAR    Pacific    Corp.,    as     administrator     (the    "Global    Funding
     Administrator"), or to consummate the transactions to be performed by it as
     contemplated   in the Time of Sale   Prospectus (a "Global   Funding   Material
     Adverse   Effect") and (2) there have been no   transactions   entered into by
     Global Funding, other than those in the ordinary course of business,   which
     are material with respect to Global Funding.

           (viii) Authorization of this Agreement, each Funding Agreement, Global
     Funding Trust   Agreement,   Global   Funding   Administration   Agreement,   the
     Funding Note Indenture and the Funding Notes.   This   Agreement,   the Global
     Funding Trust   Agreement and Global Funding   Administration   Agreement have
     been, and each Funding Note   Indenture,   Funding Note and relevant   Funding
     Agreement   will be,   duly   authorized,   executed   and   delivered   by Global
     Funding and this Agreement,   each relevant   Funding   Agreement,   the Global
     Funding Trust Agreement,   the Global Funding Administration   Agreement, the
     Funding   Note   Indenture   and the   Funding   Notes   will each be a valid and
     legally   binding   agreement of Global   Funding   enforceable   against Global
     Funding in accordance with its terms, as applicable,   except as enforcement
     thereof   may   be   limited   by    bankruptcy,    insolvency,    reorganization,
     moratorium or other similar laws   affecting the   enforcement   of creditors'
     rights generally or by general equitable principles   (regardless

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<PAGE>

     of whether   enforcement is considered in a proceeding in equity or at law),
     and except   further as enforcement   thereof may be limited by   requirements
     that a claim with   respect to any Funding Note that is payable in a foreign
     or   composite   currency   (or a foreign or   composite   currency   judgment in
     respect of such claim) be converted into U.S. dollars at a rate of exchange
     prevailing   on   a   date   determined    pursuant   to   applicable   law   or   by
     governmental   authority to limit,   delay or prohibit the making of payments
     outside the United States. The holder of the Funding Notes will be entitled
     to the benefits of the Funding Note Indenture.

          (ix)   Absence of   Defaults   and   Conflicts.   Global   Funding is not in
     violation of its   certificate of trust or in default in the   performance or
     observance of any obligation, agreement, covenant or condition contained in
     any contract, indenture, mortgage, loan or credit agreement, note, lease or
     other   agreement or   instrument   to which   Global   Funding is a party or by
     which it may be bound or to which any of the   property   or assets of Global
     Funding is subject   (the   "Global   Funding   Agreements   and   Instruments"),
     except for such   violations   or defaults   that would not result in a Global
     Funding    Material   Adverse   Effect;    and   the   execution,    delivery   and
     performance   of this   Agreement,   the Global Funding Trust   Agreement,   the
     Funding   Agreement(s),   Global   Funding   Administration   Agreement and each
     Funding Note and any other   agreement or instrument   entered into or issued
     or to be entered into or issued by Global   Funding in   connection   with the
     transactions contemplated by the Time of Sale Prospectus (collectively, the
     "Global Funding Program   Documents"),   the consummation of the transactions
     contemplated   in the Time of Sale   Prospectus   (including   the issuance and
     sale of the Notes by an Issuing Trust and the use of proceeds   therefrom as
     described   in the Time of Sale   Prospectus)   and the   compliance   by Global
      Funding with its   obligations   hereunder and under Global   Funding   Program
     Documents, have been duly authorized by all necessary action and do not and
     will not,   whether   with or without   the giving of notice or the passage of
     time or both,   conflict with or constitute a breach of, or default or event
     or   condition   which   gives   the   holder of any   note,   debenture   or other
     evidence of indebtedness (or any person acting on such holder's behalf) the
     right to   require   the   repurchase,   redemption   or   repayment   of all or a
     portion of such   indebtedness   by Global   Funding   under,   or result in the
     creation or imposition of any lien,   charge or encumbrance upon any assets,
     properties or operations   of any Issuing Trust or Global   Funding   pursuant
     to, any Global   Funding   Agreements and   Instruments,   nor will such action
     result in any   violation   of Global   Funding's   certificate   of trust,   the
     Global Funding Trust Agreement or Global Funding   Administration   Agreement
     which may   reasonably   be expected to result in a Global   Funding   Material
     Adverse Effect and Global   Funding is not in default in the   performance or
     observance of any applicable   law,   statute,   rule,   regulation,   judgment,
     order,   writ or decree of any   government,   government   instrumentality   or
     court, domestic or foreign,   having jurisdiction over Global Funding or any
     of its assets,   properties or   operations,   except for such defaults   which
      would not   reasonably   be expected to result in a Global   Funding   Material
     Adverse Effect.

          (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
     Global   Funding   threatened,   against or affecting   Global Funding which is
     required   to be   disclosed   in the   Registration   Statement   and   the   Base
     Prospectus,   as amended or supplemented (other than as stated therein),   or

                                       9
<PAGE>

     which may   reasonably   be expected to result in a Global   Funding   Material
     Adverse   Effect;   and the   aggregate of all pending   legal or   governmental
     proceedings   to which   Global   Funding   is a party   or of which   any of its
     assets,   properties or operations is the subject which are not described in
     the   Registration   Statement   and   the   Base   Prospectus,    as   amended   or
     supplemented,   including   ordinary   routine   litigation   incidental   to the
     business,   may not   reasonably   be expected   to result in a Global   Funding
     Material Adverse Effect.

          (xi) Possession of Licenses and Permits. Global Funding possesses such
     permits,    licenses,    approvals,    consents    and    other    authorizations
     (collectively,   "Governmental Licenses") issued by the appropriate federal,
     state, local or foreign regulatory   agencies or bodies necessary to conduct
     the business now operated by it; Global   Funding is in compliance   with the
     terms and conditions of all such   Governmental   Licenses,   except where the
     failure so to comply   would not,   singly or in the   aggregate,   result in a
     Global Funding   Material Adverse Effect;   all of the Governmental   Licenses
     are valid and in full force and effect, except where the invalidity of such
     Governmental Licenses or the failure of such Governmental Licenses to be in
      full force and effect would not result in a Global Funding Material Adverse
     Effect. Except as set forth in the Time of Sale Prospectus,   Global Funding
     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 Global Funding Material Adverse Effect.

          (xii) No   Filings,   Regulatory   Approvals   etc.   No   filing   with,   or
     approval,   authorization,   consent, license,   registration,   qualification,
     order or decree of, any court or governmental authority or agency, domestic
     or foreign,   is necessary or required for the due authorization,   execution
     and delivery by Global Funding of Global Funding   Program   Documents or for
     the   performance   by Global   Funding of the   transactions   contemplated   in
     Global Funding Program Documents, except such as have been previously made,
     obtained or rendered, as applicable.

          (xiii) Investment   Company Act. Neither Global Funding nor any Issuing
     Trust   is,   and upon any sale of   Funding   Notes   and the   Notes as   herein
     contemplated and the application of the net proceeds therefrom as described
     in the Time of Sale Prospectus,   will not be an "investment company" within
     the meaning of the   Investment   Company Act of 1940,   as amended (the "1940
     Act").

          (xiv)   Ratings.   The   Programs   are (A)   expected   to be rated   Aa2 by
     Moody's Investors Service,   Inc. ("Moody's") and (B) rated AA by Standard &
     Poor's Ratings   Services,   a division of The   McGraw-Hill   Companies,   Inc.
     ("Standard & Poor's") (Moody's and Standard & Poor's are referred to herein
     as the "Ratings Agencies"), or, in each case, such other rating as to which
     Global   Funding   shall have most recently   notified the Agents   pursuant to
     Section 4(u) hereof.

          (xv) 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.

                                       10
<PAGE>

          (xvi)   Relationship   between   Global   Funding and the   Agents.   Global
     Funding acknowledges and agrees that (i) the purchase and sale of the Notes
     pursuant to this   Agreement,   including the   determination   of the offering
     price   of the   Notes   and any   related   discounts   and   commissions,   is an
     arm's-length   commercial   transaction   between Global   Funding,   on the one
     hand, and the several   Agents,   on the other hand,   (ii) in connection with
     the   offerings    contemplated   hereby   and   the   process   leading   to   such
     transactions each Agent is and has been acting solely as a principal and is
     not   the   agent   or   fiduciary   of   Global   Funding,   or its   stockholders,
     creditors, employees or any other party, (iii) no Agent has assumed or will
     assume an advisory or fiduciary   responsibility   in favor of Global Funding
     with respect to the offerings   contemplated   hereby or the process   leading
     thereto   (irrespective   of whether   such Agent has advised or is   currently
     advising   Global   Funding on other matters) and no Agent has any obligation
     to Global Funding with respect to the offerings   contemplated hereby except
     the obligations expressly set forth in this Agreement,   (iv) the Agents and
     their respective affiliates may be engaged in a broad range of transactions
     that involve   interests that differ from those of Global   Funding,   and (v)
     the Agents   have not   provided   any legal,   accounting,   regulatory   or tax
     advice with respect to the offerings contemplated hereby and Global Funding
     has consulted its own legal, accounting, regulatory and tax advisors to the
     extent it deemed appropriate.

     (b)   Representations   and Warranties of the relevant   Issuing   Trust.   Each
Issuing Trust   represents and warrants,   only as to itself,   to each   applicable
Agent as of the such Issuing   Trust's Trust Effective Time, as of its Applicable
Time and as of the date of each   delivery   of its   Notes   (whether   to each such
Agent as   principal   or through each such Agent as agent) (the date of each such
delivery   is   referred   to herein   as a   "Settlement   Date")   (each of the times
referenced   above is   referred   to herein as an   "Issuing   Trust   Representation
Date"), as follows:

          (i) Due Formation and Good Standing of the Issuing Trust. Such Issuing
     Trust is a statutory trust,   duly formed under Delaware law pursuant to the
     trust agreement between Wilmington Trust Company,   as Delaware trustee (the
     "Relevant   Issuing Trust   Trustee") and Global   Funding (the "Issuing Trust
     Agreement")   and the filing of a   certificate   of trust   with the   Delaware
     Secretary of State,   which is validly   existing   and in good   standing as a
     statutory trust under the laws of the State of Delaware.

          (ii) No   Material   Changes.   Since   the   respective   dates as of which
     information   is given in the   Registration   Statement   and the Time of Sale
     Prospectus   or the Trust   Effective   Time,   whichever   is later,   except as
     otherwise   stated   therein,   (1) there has been no event or occurrence that
     would result in a material   adverse   effect on the condition   (financial or
     otherwise) of such Issuing Trust or on the power or ability of such Issuing
     Trust to perform its obligations   under this   Agreement,   the Issuing Trust
     Agreement,   its Notes, any Funding Agreement,   the Indenture or the Issuing
     Trust Administrative   Services Agreement (the "Issuing Trust Administration
     Agreement"), as amended or modified from time to time, between the Relevant
     Issuing Trust Trustee,   on behalf of such Issuing Trust, and AMACAR Pacific
     Corp.,   as   administrator   (the   "Issuing   Trust   Administrator"),    or   to
     consummate the   transactions   to be performed by it as   contemplated in the
     Time of Sale   Prospectus (an "Issuing Trust Material   Adverse   Effect") and
     (2) there have been no   transactions   entered into by such   Issuing   Trust,
     other

                                        11
<PAGE>

     than those in the   ordinary   course of business,   which are   material   with
     respect to such Issuing Trust.

          (iii)   Authorization   of this Agreement,   the Issuing Trust Agreement,
     the Issuing Trust   Administration   Agreement,   the Indenture and the Notes.
     This    Agreement,    the   Issuing    Trust    Agreement,    the   Issuing   Trust
     Administration   Agreement and the relevant   Indenture have been or will be,
     duly   authorized,   executed and delivered by such Issuing Trust and each is
     or will be a valid and   legally   binding   agreement   of the   Issuing   Trust
     enforceable   against the Issuing   Trust in   accordance   with its terms,   as
     applicable,   except as   enforcement   thereof may be limited by   bankruptcy,
     insolvency, reorganization,   moratorium or other similar laws affecting the
     enforcement   of   creditors'    rights   generally   or   by   general   equitable
     principles (regardless of whether enforcement is considered in a proceeding
     in equity or at law),   and except   further as   enforcement   thereof   may be
     limited by requirements that a claim with respect to any Notes issued under
     the   Indenture   that are payable in a foreign or   composite   currency (or a
     foreign   or   composite   currency   judgment   in   respect   of such   claim) be
     converted   into U.S.   dollars at a rate of   exchange   prevailing   on a date
     determined   pursuant to   applicable   law or by   governmental   authority   to
     limit,   delay or prohibit the making of payments outside the United States;
     the Notes have been duly authorized by such Issuing Trust for offer,   sale,
     issuance   and   delivery   pursuant   to   this   Agreement   and,   when   issued,
     authenticated and delivered in the manner provided for in the Indenture and
     delivered   against payment of the consideration   therefor,   will constitute
     valid and legally   binding   obligations of such Issuing Trust,   enforceable
     against   such   Issuing   Trust in   accordance   with their   terms,   except as
     enforcement    thereof    may    be    limited    by    bankruptcy,    insolvency,
     reorganization,   moratorium or other similar laws affecting the enforcement
     of   creditors'   rights   generally   or   by   general    equitable    principles
     (regardless of whether   enforcement is considered in a proceeding in equity
     or at law); the Notes will be substantially in a form previously   certified
     to the Agents and   contemplated by the Indenture;   and each holder of Notes
     will be entitled to the benefits set forth in the Indenture.

          (iv) Absence of Defaults and   Conflicts.   Such Issuing Trust is not in
     violation of its   certificate of trust or in default in the   performance or
     observance of any obligation, agreement, covenant or condition contained in
     any contract, indenture, mortgage, loan or credit agreement, note, lease or
     other   agreement or instrument to which such Issuing Trust is a party or by
     which it may be bound or to which   any of the   property   or   assets of such
     Issuing Trust is subject (the "Issuing Trust Agreements and   Instruments"),
     except for such   violations or defaults that would not result in an Issuing
     Trust Material Adverse Effect; and the execution,   delivery and performance
     of   this   Agreement,    the   Issuing   Trust   Agreement,   the   Issuing   Trust
     Administration   Agreement,   its   Notes   and the   Indenture   and   any   other
     agreement   or   instrument   entered   into or issued or to be entered into or
     issued   by   such   Issuing   Trust   in   connection    with   the    transactions
     contemplated   by the   Time   of Sale   Prospectus,   the   consummation   of the
     transactions   contemplated   in the Time of Sale   Prospectus   (including the
     issuance and sale of the Notes by an Issuing   Trust and the use of proceeds
     therefrom as described in the Time of Sale Prospectus)   (collectively,   the
     "Issuing Trust Program Documents") and the compliance by such Issuing Trust
     with   its   obligations   hereunder   and   under   the   Issuing   Trust   Program
     Documents, have been duly authorized by all necessary action and do not and
     will not,  

                                       12
<PAGE>

     whether   with or   without   the   giving of notice or the   passage of time or
     both,   conflict   with or   constitute   a breach   of, or   default or event or
     condition   which gives the holder of any note,   debenture or other evidence
     of indebtedness (or any person acting on such holder's behalf) the right to
     require the repurchase, redemption or repayment of all or a portion of such
     indebtedness   by such   Issuing   Trust   under,   or result in the creation or
     imposition of any lien,   charge or encumbrance upon any assets,   properties
     or operations   of any Issuing Trust or such Issuing Trust   pursuant to, any
     Issuing Trust   Agreements and   Instruments,   nor will such action result in
     any violation of such Issuing   Trust's   certificate   of trust,   the Issuing
     Trust   Agreement or the Issuing Trust   Administration   Agreement   which may
     reasonably   be   expected   to result in an Issuing   Trust   Material   Adverse
     Effect   and such   Issuing   Trust is not in default   in the   performance   or
     observance of any applicable   law,   statute,   rule,   regulation,   judgment,
     order,   writ or decree of any   government,   government   instrumentality   or
     court, domestic or foreign,   having jurisdiction over such Issuing Trust or
     any of its assets, properties or operations, except for such defaults which
     would not   reasonably   be expected to result in an Issuing   Trust   Material
     Adverse Effect.

          (v)   Absence of   Proceedings.   There is no action,   suit,   proceeding,
     inquiry or   investigation   before or   brought by any court or   governmental
     agency or body,   domestic or foreign,   now pending,   or to the knowledge of
     such Issuing   Trust   threatened,   against or affecting   such Issuing   Trust
     which is required to be disclosed   in the   Registration   Statement   and the
     Base Prospectus, as amended or supplemented (other than as stated therein),
     or which may   reasonably be expected to result in an Issuing Trust Material
     Adverse   Effect;   and the   aggregate of all pending   legal or   governmental
     proceedings   to which such Issuing   Trust is a party or of which any of its
     assets,   properties or operations is the subject which are not described in
     the   Registration   Statement   and the   Time of Sale   Prospectus,   including
     ordinary routine litigation incidental to the business,   may not reasonably
     be expected to result in an Issuing Trust Material Adverse Effect.

          (vi) Possession of Licenses and Permits.   Such Issuing Trust possesses
     such Governmental Licenses issued by the appropriate federal,   state, local
     or foreign regulatory   agencies or bodies necessary to conduct the business
     now operated by it; such Issuing Trust is in compliance   with the terms and
     conditions of all such Governmental   Licenses,   except where the failure so
     to comply would not, singly or in the aggregate, result in an Issuing Trust
     Material Adverse Effect; all of the Governmental   Licenses are valid and in
     full force and effect,   except where the   invalidity   of such   Governmental
     Licenses or the failure of such   Governmental   Licenses to be in full force
     and effect would not result in an Issuing Trust   Material   Adverse   Effect.
     Except as otherwise set forth in the Time of Sale Prospectus,   such Issuing
     Trust has not received any notice of proceedings relating to the revocation
     or modification of any such Governmental   Licenses which,   singly or in the
     aggregate,   if the subject of an unfavorable   decision,   ruling or finding,
     would result in an Issuing Trust Material Adverse Effect.

          (vii) No Filings,   Regulatory   Approvals etc. Other than the filing of
     the applicable financing   statements,   if any, no filing with, or approval,
     authorization,   consent,   license,   registration,   qualification,   order or
     decree of, any court or   governmental   authority   or   agency,   domestic   or
     foreign, is necessary or required for the due authorization,   execution and
     delivery by such Issuing Trust of the Issuing   Trust   Program  

                                       13
<PAGE>

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

          (viii) Investment Company Act. Such Issuing Trust is not, and upon any
     sale   of   Notes   by such   Issuing   Trust   as   herein   contemplated   and the
     application of the net proceeds   therefrom as described in the Time of Sale
     Prospectus   will not be, an "investment   company" within the meaning of the
     1940 Act.

          (ix) Notes   Listed on any Stock   Exchange.   If   specified in a Pricing
     Supplement, such Issuing Trust's Notes described in such Pricing Supplement
     shall be   listed   on the   securities   exchange   designated   in the   Pricing
     Supplement.

     (c) Additional Certifications. Any certificate signed by any officer of the
Global Funding Delaware   Trustee,   on behalf of Global Funding or any officer of
the Delaware   Issuing   Trustee,   on behalf of the applicable   Issuing Trust, and
delivered to one or more Agents or to counsel for the Agents in connection   with
an offering of Notes to one or more Agents as   principal   or through an Agent as
agent shall be deemed a representation and warranty by Global Funding or Issuing
Trust (as   applicable) to such Agent(s) as to the matters covered thereby on the
date of such certificate and, unless   subsequently   amended or supplemented,   at
each Representation Date subsequent thereto.

SECTION 3. Purchases as Principal; Solicitations as Agent; Other Sales.

     (a) Purchases as Principal.   Notes   purchased   from an Issuing Trust by the
Agents, individually or in a syndicate, as principal shall be made in accordance
with terms agreed upon between such   Agent(s),   on one hand,   and Global Funding
and such Issuing Trust, on the other hand, specified in the Terms Agreement.   An
Agent's   commitment to purchase Notes as principal   shall be deemed to have been
made on the basis of the   representations   and   warranties of Global Funding and
Issuing Trust herein   contained and shall be subject to the terms and conditions
herein set forth.   Unless the context otherwise   requires,   references herein to
"this   Agreement"   shall include the applicable Terms Agreement Each purchase of
Notes by Merrill Lynch, Pierce,   Fenner & Smith Incorporated,   as the Purchasing
Agent, unless otherwise agreed, shall be at a discount from the principal amount
of each such Note equivalent to the applicable   commission set forth in Schedule
2 hereto.   Any other purchase of Notes,   unless otherwise agreed,   shall be at a
discount   from   the   principal   amount   of   each   such   Note   equivalent   to the
applicable   commission set forth in Schedule 3 hereto. The Agents may engage the
services   of any   broker or dealer in   connection   with the   resale of the Notes
purchased by them as principal   and may allow all or any portion of the discount
received by them in connection with such purchases to any broker or dealer.

     If Global   Funding   and an   Issuing   Trust,   on one   hand,   and two or more
Agents,   on the other hand, enter into a Terms Agreement   pursuant to which such
Agents agree to purchase   Notes from such Issuing   Trust as principal and one or
more of such Agents   shall fail at the   Settlement   Date to   purchase   the Notes
which it or they are obligated to purchase   (the   "Defaulted   Notes"),   then the
nondefaulting   Agents shall have the right, within 24 hours thereafter,   to make
arrangements   for one of them or one or more   other   Agents or   underwriters   to
purchase all, but not less than all, of the  

                                        14
<PAGE>

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   Terms   Agreement,   either the
nondefaulting   Agents, on one hand, or Global Funding and such Issuing Trust, on
the other   hand,   shall have the right to   postpone   the   Settlement   Date for a
period not exceeding   seven days in order to effect any required   changes in the
Registration Statement,   the Time of Sale Prospectus or the Prospectus or in any
other documents or arrangements.

     (b)   Solicitations   as   Agent.   On the   basis   of the   representations   and
warranties herein contained,   but subject to the terms and conditions herein set
forth,   when agreed by an Issuing Trust, on one hand, and an Agent, on the other
hand, such Agent, as an agent of the such Issuing Trust, will use its reasonable
efforts to solicit   offers for the purchase of such Issuing   Trust's   Notes upon
the terms set forth in the Registration Statement.   Unless the context otherwise
requires,   references   herein to "this   Agreement"   shall include the applicable
Terms Agreement.   Such Agent is authorized to appoint any sub-agent with respect
to solicitations of offers to purchase Notes;   provided,   however, that any such
appointment of a sub-agent   shall be subject to the prior consent of the Company
and such Issuing Trust.   All Notes sold through such Agent as agent will be sold
at one hundred percent (100%) of their principal   amount unless otherwise agreed
upon between the relevant   Issuing Trust,   on one hand,   and such Agent,   on the
other hand.

     An Issuing Trust   reserves the right,   in its sole   discretion,   to suspend
solicitation   of offers for the purchase of Notes through an Agent,   as an agent
of   such   Issuing   Trust,   commencing   at any   time   for any   period   of time or
permanently.   As soon as   practicable   after receipt of   instructions   from such
Issuing Trust,   such Agent will suspend   solicitation of offers for the purchase
of Notes issued through such Issuing Trust until such time as such Issuing Trust
has advised such Agent that such solicitation may be resumed.

     Each Issuing   Trust   agrees to pay Merrill   Lynch,   Pierce,   Fenner & Smith
Incorporated,    for   acting   as   the   Purchasing   Agent,   as   consideration   for
soliciting   offers to purchase   its Notes as an agent of such Issuing   Trust,   a
commission, in the form of a discount, equal to the applicable percentage of the
principal amount of each Note sold by such Issuing Trust as a result of any such
solicitation made by the Purchasing Agent, as set forth in Schedule 2 hereto.

                                       15
<PAGE>

     Each Issuing Trust agrees to pay the Agent, as consideration for soliciting
offers to purchase Notes as an agent of such Issuing Trust, a commission, in the
form of a discount,   equal to the applicable   percentage of the principal amount
of each Note   sold by such   Issuing   Trust as a result of any such   solicitation
made by such Agent, as set forth in Schedule 3 hereto.

     (c)   Administrative   Procedures.   The   purchase   price,   interest   rate   or
formula, maturity date and other terms of the Notes shall be agreed upon between
Global Funding and the relevant   Issuing Trust,   on one hand, and the applicable
Agent(s),   on the other hand, and specified in a Pricing Supplement   prepared in
connection   with each   sale of   Notes.   Except   as   otherwise   specified   in the
applicable Pricing Supplement, the Notes will be issued in denominations of U.S.
$1,000   or any   larger   amount   that is an   integral   multiple   of U.S.   $1,000.
Administrative   procedures   with   respect to the   issuance and sale of the Notes
(the   "Administrative   Procedures") shall be agreed upon from time to time among
Global Funding,   the relevant Issuing Trust, the Agent(s),   the relevant Issuing
Trust   Administrator and the Indenture Trustee.   The Agents,   Global Funding and
each   Issuing   Trust   agree to perform   and Global   Funding   agrees to cause the
Company,   and the Issuing Trust agrees to cause the Issuing Trust   Administrator
and the   Indenture   Trustee to agree to   perform,   their   respective   duties and
obligations   specifically provided to be performed by them in the Administrative
Procedures.

     (d) Obligations Several.   Global Funding and each Issuing Trust acknowledge
that the   obligations   of the Agents   under this   Agreement   are several and not
joint.

     (e) Other Sales. Subject to the terms and conditions of Sections 1(a), 4(n)
and 4(o),   Global   Funding and each   Issuing   Trust   reserves   the right,   to be
exercised   in their sole   discretion,   to sell Notes of such Issuing   Trust,   in
compliance with all applicable   securities laws, to other investors   without the
assistance of any Agent.

SECTION 4. Covenants of Glo