ALLSTATE LIFE GLOBAL FUNDING TRUST 2004-5 SERIES INSTRUMENT

Investment Management Trust Agreement

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Allstate Life Global Fund | Moody's Investors Service Inc. | Wilmington Trust Company | AMACAR Pacific Corp.

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Title: ALLSTATE LIFE GLOBAL FUNDING TRUST 2004-5 SERIES INSTRUMENT
Governing Law: New York Date: 9/28/2004
Law Firm: Tannenbaum Helpern Syracuse & Hirschtritt LLP

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ALLSTATE LIFE GLOBAL FUNDING TRUST 2004-5

SERIES INSTRUMENT

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<TABLE>

TABLE OF CONTENTS

Page

<S> <C>

PART A TRUST AGREEMENT...................................................................................1

PART B ADMINISTRATIVE SERVICES AGREEMENT.................................................................3

PART C SUPPORT AND EXPENSES AGREEMENT....................................................................5

PART D NAME LICENSING AGREEMENT..........................................................................7

PART E TERMS AGREEMENT...................................................................................9

PART F COORDINATION AGREEMENT...........................................................................12

PART G MISCELLANEOUS AND EXECUTION PAGES.................................................................1

EXHIBIT A STANDARD TRUST AGREEMENT TERMS..................................................................A-1

EXHIBIT B STANDARD ADMINISTRATIVE SERVICES AGREEMENT TERMS................................................B-1

EXHIBIT C STANDARD SUPPORT AND EXPENSES AGREEMENT TERMS...................................................C-1

EXHIBIT D STANDARD NAME LICENSING AGREEMENT TERMS.........................................................D-1

EXHIBIT E DISTRIBUTION AGREEMENT..........................................................................E-1

EXHIBIT F CERTIFICATE OF TRUST............................................................................F-1

ANNEX A PRICING SUPPLEMENT............................................................................A-A-1

ANNEX B DELAWARE TRUSTEE SERVICE FEE SCHEDULE.........................................................A-B-1

ANNEX C ADMINISTRATOR SERVICE FEE SCHEDULE............................................................A-C-1

ANNEX D DEALER NOTICE INFORMATION.....................................................................A-D-1

ANNEX E COORDINATION AGREEMENT NOTICE INFORMATION.....................................................A-E-1

<PAGE>

WHEREAS, the parties named herein desire to enter into certain

documents relating to the issuance by Allstate Life Global Funding Trust 2004-5

(the "Trust") of Notes to investors under Allstate Life Global Funding's

("Global Funding") secured medium term notes program;

WHEREAS, the Trust will be created under and its activities will be

governed by (i) the provisions of the Trust Agreement (set forth in Part A of

this Series Instrument), dated as of the date of the Pricing Supplement

(attached to this Series Instrument as Annex A) (the "Pricing Supplement"),

between the parties thereto indicated in Part G herein, and (ii) the Certificate

of Trust (attached as Exhibit F to this Series Instrument);

WHEREAS, the Trust will be administered pursuant to the provisions of

the Administrative Services Agreement (set forth in Part B of this Series

Instrument), dated as of the date of the Pricing Supplement, between the parties

thereto indicated in Part G herein;

WHEREAS, certain costs and expenses of the Trust and the service

providers to the Trust will be paid pursuant to the Support and Expenses

Agreement (set forth in Part C of this Series Instrument), dated as of the date

of the Pricing Supplement, between the parties thereto indicated in Part G

herein;

WHEREAS, certain licensing arrangements between the Trust and Allstate

Insurance Company will be governed pursuant to the provisions of the Name

Licensing Agreement (set forth in Part D of this Series Instrument), dated as of

the date of the Pricing Supplement, between the parties thereto indicated in

Part G herein;

WHEREAS, the sale of the Notes will be governed by the Terms Agreement

(set forth in Part E of this Series Instrument), dated as of the date of the

Pricing Supplement, among the parties thereto indicated in Part G herein;

WHEREAS, certain agreements relating to the Notes and the Funding

Agreement(s) are set forth in the Coordination Agreement (set forth in Part F of

this Series Instrument), dated as of the date of the Pricing Supplement, among

the parties thereto indicated in Part G herein;

All capitalized terms used in the above recitals and not otherwise

defined will have the meanings set forth in the Standard Indenture Terms to be

attached as Exhibit A to the Closing Instrument for the Trust.

<PAGE>

PART A

TRUST AGREEMENT

This TRUST AGREEMENT, dated as of the date of the Pricing Supplement

attached to this Series Instrument as Annex A (the "Pricing Supplement"), is

entered into among Allstate Life Global Funding, a Delaware statutory trust, as

trust beneficial owner (the "Trust Beneficial Owner"), AMACAR Pacific Corp., a

Delaware corporation, as the sole administrator of the Trust (the

"Administrator") and Wilmington Trust Company, a Delaware banking corporation,

as Delaware trustee (the "Delaware Trustee").

W I T N E S S E T H:

WHEREAS, the Trust Beneficial Owner, the Administrator and the Delaware

Trustee desire to authorize the issuance of Notes in connection with the entry

into this Trust Agreement;

WHEREAS, all things necessary to make this Trust Agreement a valid and

legally binding agreement of the Delaware Trustee, the Administrator and the

Trust Beneficial Owner, enforceable in accordance with its terms, have been

done;

WHEREAS, the parties intend to provide for, among other things, (i) the

issuance and sale of the Notes (pursuant to the Indenture to be set forth in

Part A of the Closing Instrument for the Trust and the Terms Agreement set forth

in Part E herein), (ii) the use of the proceeds of the sale of the Notes to

acquire a Funding Note, which will be surrendered in consideration for the

Funding Agreement(s), and (iii) all other actions deemed necessary or desirable

in connection with the transactions contemplated by this Trust Agreement; and

WHEREAS, the parties hereto desire to incorporate by reference the

Standard Trust Agreement Terms attached to this Series Instrument as Exhibit A

(the "Standard Trust Agreement Terms," together with this Trust Agreement,

collectively, the "Trust Agreement").

NOW, THEREFORE, in consideration of the agreements and obligations set

forth herein and for other good and valuable consideration, the sufficiency of

which is hereby acknowledged, each party hereby agrees as follows:

ARTICLE 1.........

Section 1.1.......Incorporation by Reference. All terms, provisions and

agreements of the Standard Trust Agreement Terms (except to the extent expressly

modified herein) are hereby incorporated herein by reference with the same force

and effect as though fully set forth herein. To the extent that the terms set

forth in Article 2 of this Trust Agreement are inconsistent with the terms of

the Standard Trust Agreement Terms, the terms set forth in Article 2 herein

shall apply.

Section 1.2.......Definitions. "Series Instrument" means the Series Instrument

in which this Trust Agreement is included as Part A. All capitalized terms not

otherwise defined in this Trust Agreement shall have the meanings set forth in

the Standard Trust Agreement Terms.

ARTICLE 2.........

Section 2.1.......Name. The Trust created and governed by this Trust Agreement

shall have the name specified in this Series Instrument.

Section 2.2.......Ownership of the Trust. Upon the creation of the Trust, Global

Funding shall be the sole beneficial owner of the Trust.

Section 2.3.......Acknowledgment. The Delaware Trustee, the Trust Beneficial

Owner and the Administrator expressly acknowledge their duties and obligations

set forth in the Standard Trust Agreement Terms incorporated herein.

Section 2.4.......Compensation. The Delaware Trustee shall be entitled to

receive the fees specified in the Delaware Trustee Service Fee Schedule, which

is attached as Annex B to this Series Instrument.

Section 2.5.......Additional Terms. None.

Section 2.6.......Series Instrument; Execution and Incorporation of Terms. The

parties to this Trust Agreement will enter into this Trust Agreement by

executing this Series Instrument.

By executing this Series Instrument, the Delaware Trustee, the

Administrator and the Trust Beneficial Owner hereby agree that this Trust

Agreement will constitute a legal, valid and binding agreement among the

Delaware Trustee, the Administrator and the Trust Beneficial Owner.

All terms relating to the Trust or the Notes not otherwise

included in this Trust Agreement will be as specified in this Series Instrument

or Pricing Supplement as indicated herein.

Section 2.7.......Counterparts. This Trust Agreement, through this Series

Instrument, may be executed in any number of counterparts, each of which

counterparts shall be deemed to be an original, and all of which counterparts

shall constitute but one and the same instrument.

<PAGE>

PART B

ADMINISTRATIVE SERVICES AGREEMENT

This ADMINISTRATIVE SERVICES AGREEMENT, dated as of the date of the

Pricing Supplement attached to this Series Instrument as Annex A (the "Pricing

Supplement"), is entered into between the Allstate Life Global Funding Trust

specified in this Series Instrument (the "Trust") and AMACAR Pacific Corp., a

Delaware corporation (the "Administrator").

W I T N E S S E T H:

WHEREAS, the Trust has requested that the Administrator perform various

services for the Trust;

WHEREAS, the Trust desires to have the Administrator perform various

financial, statistical, accounting and other services for the Trust, and the

Administrator is willing to furnish such services on the terms and conditions

herein set forth; and

WHEREAS, the parties hereto desire to incorporate by reference those

certain Standard Administrative Services Agreement Terms attached to this Series

Instrument as Exhibit B (the "Standard Administrative Services Agreement Terms,"

together with this Administrative Services Agreement, collectively, the

"Administrative Services Agreement").

NOW, THEREFORE, in consideration of the agreements and obligations set

forth herein and for other good and valuable consideration, the sufficiency of

which is hereby acknowledged, each party hereby agrees as follows:

ARTICLE 1.........

Section 1.1.......Incorporation by Reference. All terms, provisions and

agreements of the Standard Administrative Services Agreement Terms (except to

the extent expressly modified herein) are hereby incorporated herein by

reference with the same force and effect as though fully set forth herein. To

the extent that the terms set forth in Article 2 of this Administrative Services

Agreement are inconsistent with the terms of the Standard Administrative

Services Agreement Terms, the terms set forth in Article 2 herein shall apply.

Section 1.2.......Definitions. "Series Instrument" means the Series Instrument

in which this Administrative Services Agreement is included as Part B. All

capitalized terms not otherwise defined in this Administrative Services

Agreement shall have the meanings set forth in the Standard Administrative

Services Agreement Terms.

ARTICLE 2.........

Section 2.1.......Compensation. The Administrator shall be entitled to receive

the fees specified in the Administrator Service Fee Schedule, which is attached

as Annex C to this Series Instrument.

Section 2.2.......Additional Terms. None.

Section 2.3.......Series Instrument; Execution and Incorporation of Terms. The

parties to this Administrative Services Agreement will enter into this

Administrative Services Agreement by executing this Series Instrument.

By executing this Series Instrument, Wilmington Trust Company

(the "Delaware Trustee"), on behalf of the Trust, and the Administrator hereby

agree that this Administrative Services Agreement will constitute a legal, valid

and binding agreement between the Trust and the Administrator.

All terms relating to the Trust or the Notes not otherwise

included in this Administrative Services Agreement will be as specified in this

Series Instrument or Pricing Supplement as indicated herein.

Section 2.4.......Counterparts. This Administrative Services Agreement, through

this Series Instrument, may be executed in any number of counterparts, each of

which counterparts shall be deemed to be an original, and all of which

counterparts shall constitute but one and the same instrument.

Section 2.5.......Third Party Beneficiary. The parties hereto acknowledge that

the Delaware Trustee shall be an express third party beneficiary to this

Administrative Services Agreement, entitled in its own name and on its own

behalf to enforce the provisions hereof against the Trust and the Administrator

with respect to obligations owed to the Delaware Trustee by either the Trust or

the Administrator; provided, however, that such right shall be valid only for so

long as the Delaware Trustee has any outstanding obligations or potential

obligations under the Trust Agreement.

<PAGE>

PART C

SUPPORT AND EXPENSES AGREEMENT

This SUPPORT AND EXPENSES AGREEMENT, dated as of the date of the

Pricing Supplement attached to this Series Instrument as Annex A (the "Pricing

Supplement"), is entered into between Allstate Life Insurance Company, an

Illinois stock life insurance company ("Allstate Life") and the Allstate Life

Global Funding Trust specified in this Series Instrument (the "Trust").

W I T N E S S E T H:

WHEREAS, in consideration of the Service Providers providing services

to the Trust in connection with the Program and pursuant to the agreements and

other documents contained in this Series Instrument and the Closing Instrument

to be executed for the Trust, under which the Service Providers will have

certain duties and obligations, Allstate Life hereby agrees to the following

compensation arrangements and terms of indemnity; and

WHEREAS, the parties hereto desire to incorporate by reference the

Standard Support and Expenses Agreement Terms attached to this Series Instrument

as Exhibit C (the "Standard Support and Expenses Agreement Terms," together with

this Support and Expenses Agreement, collectively, the "Support and Expenses

Agreement").

NOW, THEREFORE, in consideration of the agreements and obligations set

forth herein and for other good and valuable consideration, the sufficiency of

which is hereby acknowledged, each party hereby agrees as follows:

ARTICLE 1.........

Section 1.1.......Incorporation by Reference. All terms, provisions and

agreements of the Standard Support and Expenses Agreement Terms (except to the

extent expressly modified herein) are hereby incorporated herein by reference

with the same force and effect as though fully set forth herein. To the extent

that the terms set forth in Article 2 of this Support and Expenses Agreement are

inconsistent with the terms of the Standard Support and Expenses Agreement

Terms, the terms set forth in Article 2 herein shall apply.

Section 1.2.......Definitions. "Series Instrument" means the Series Instrument

in which this Support and Expenses Agreement is included as Part C. All

capitalized terms not otherwise defined in this Support and Expenses Agreement

shall have the meanings set forth in the Standard Support and Expenses Agreement

Terms.

ARTICLE 2.........

Section 2.1.......Additional Terms. None.

Section 2.2.......Series Instrument; Execution and Incorporation of Terms. The

parties to this Support and Expenses Agreement will enter into this Support and

Expenses Agreement by executing this Series Instrument.

By executing this Series Instrument, each party hereto agrees

that this Support and Expenses Agreement will constitute a legal, valid and

binding agreement by and among such parties.

All terms relating to the Trust or the Notes not otherwise

included in this Support and Expenses Agreement will be as specified in this

Series Instrument or Pricing Supplement as indicated herein.

Section 2.3.......Counterparts. This Support and Expenses Agreement, through

this Series Instrument, may be executed in any number of counterparts, each of

which counterparts shall be deemed to be an original, and all of which

counterparts shall constitute but one and the same instrument.

<PAGE>

PART D

NAME LICENSING AGREEMENT

This NAME LICENSING AGREEMENT, dated as of the date of the Pricing

Supplement attached to this Series Instrument as Annex A (the "Pricing

Supplement"), is entered into between Allstate Insurance Company (the

"Licensor"), an Illinois stock life insurance company, and the Allstate Life

Global Funding Trust specified in this Series Instrument (the "Licensee").

W I T N E S S E T H:

WHEREAS, Licensor is the owner of certain tradenames, trademarks and

service marks and registrations and pending applications therefor, and may

acquire additional tradenames, trademarks and service marks in the future

(collectively, "Licensor's Marks");

WHEREAS, Licensee desires to use certain of Licensor's Marks and use

Allstate Life as part of its company name;

WHEREAS, Licensor and Licensee wish to formalize the agreement between

them regarding Licensee's use of Licensor's Marks; and

WHEREAS, the parties hereto desire to incorporate by reference those

certain Standard Name Licensing Agreement Terms attached to this Series

Instrument as Exhibit D (the "Standard Name Licensing Agreement Terms," together

with this Name Licensing Agreement, collectively, the "Name Licensing

Agreement").

NOW, THEREFORE, in consideration of the mutual promises set forth in

this Name Licensing Agreement and other good and valuable consideration, the

sufficiency and receipt of which is hereby acknowledged, the parties agree as

follows:

ARTICLE 1.........

Section 1.1.......Incorporation by Reference. All terms, provisions and

agreements set forth in the Standard Name Licensing Agreement Terms (except to

the extent expressly modified herein) are hereby incorporated herein by

reference with the same force and effect as though fully set forth herein. To

the extent that the terms set forth in Article 2 of this Name Licensing

Agreement are inconsistent with the terms of the Standard Name Licensing

Agreement Terms, the terms set forth in Article 2 herein shall apply.

Section 1.2.......Definitions. "Series Instrument" means the Series Instrument

in which this Name Licensing Agreement is included as Part D. All capitalized

terms not otherwise defined in this Name Licensing Agreement shall have the

meanings set forth in the Standard Name Licensing Agreement Terms.

ARTICLE 2.........

Section 2.1.......Additional Terms. None.

Section 2.2.......Series Instrument; Execution and Incorporation of Terms. The

parties to this Name Licensing Agreement will enter into this Name Licensing

Agreement by executing this Series Instrument.

By executing this Series Instrument, Licensor and the Licensee

hereby agree that this Name Licensing Agreement will constitute a legal, valid

and binding agreement between Licensor and the Licensee.

All terms relating to the Trust or the Notes not otherwise

included in this Name Licensing Agreement will be as specified in this Series

Instrument or Pricing Supplement as indicated herein.

Section 2.3.......Counterparts. This Name Licensing Agreement, through this

Series Instrument, may be executed in any number of counterparts, each of which

counterparts shall be deemed to be an original, and all of which counterparts

shall constitute but one and the same instrument.

<PAGE>

PART E

TERMS AGREEMENT

This TERMS AGREEMENT (the "Terms Agreement"), dated as of the date of

the Pricing Supplement attached to this Series Instrument as Annex A (the

"Pricing Supplement"), is entered into among each agent specified in the Pricing

Supplement (each, an "Agent"), Allstate Life Global Funding, a Delaware

statutory trust ("Global Funding") and the Allstate Life Global Funding Trust

specified in this Series Instrument (the "Trust").

W I T N E S S E T H:

WHEREAS, all things necessary to make this Terms Agreement a valid and

legally binding agreement of the Trust, Global Funding and the other parties to

this Terms Agreement, enforceable in accordance with its terms, have been done,

and the Trust proposes to do all things necessary to make the notes referred to

in Section 1.4 below (the "Notes"), when executed by the Trust and authenticated

and delivered pursuant hereto and the Indenture to be set forth in Part A to the

Closing Instrument for the Trust, valid and legally binding obligations of the

Trust as hereinafter provided; and

WHEREAS, the parties hereto desire to incorporate by reference the

Distribution Agreement attached to this Series Instrument as Exhibit E (the

"Distribution Agreement", together with this Terms Agreement, collectively, the

"Terms Agreement").

NOW, THEREFORE, for and in consideration of the premises and the

issuance of the Notes by the Trust, it is mutually agreed by the parties hereto

as follows:

ARTICLE 1.........

Section 1.1.......Agreement to be Bound. Global Funding, the Trust and each

Agent hereby agree to be bound by all of the terms, provisions and agreements

set forth herein, with respect to all matters contemplated herein, including,

without limitation, those relating to the issuance of the Notes.

Section 1.2.......Incorporation by Reference. All terms, provisions and

agreements set forth in the Distribution Agreement (except to the extent

expressly modified hereby) are hereby incorporated herein by reference (as if

fully set forth herein). Should any portion of the Distribution Agreement

conflict with the terms of this Terms Agreement, the terms of this Terms

Agreement shall prevail. References herein to Sections or Exhibits shall refer

respectively to the sections or exhibits of the Distribution Agreement, unless

otherwise expressly provided.

Section 1.3.......Addition of Trust as Party to Distribution Agreement. Pursuant

to the Distribution Agreement, each of the parties hereto acknowledges and

agrees that the Trust, upon execution hereof by the Trust, Global Funding and

the applicable Agent(s), shall become an "Issuing Trust" for purposes of the

Distribution Agreement in accordance with the terms thereof, in respect of the

Notes, with all the authority, rights, powers, duties and obligations of an

"Issuing Trust" under the Distribution Agreement. The Trust confirms that any

agreement, covenant, acknowledgment, representation or warranty under the

Distribution Agreement applicable to the Trust is made by the Trust at the date

hereof, unless another time or times are specified in the Distribution

Agreement, in which case such agreement, covenant, acknowledgment,

representation or warranty shall be deemed to be confirmed by the Trust at such

specified time or times.

Section 1.4.......Designation of the Trust and the Notes. The Trust referred to

in this Terms Agreement is the Allstate Life Global Funding Trust specified in

this Series Instrument. The Notes issued by the Trust pursuant to the Terms

Agreement shall be the notes specified in the Pricing Supplement.

Section 1.5.......Additional Terms. The parties hereto agree that Section 5(b)

of the Distribution Agreement shall not be applicable to the transactions

contemplated by this Terms Agreement. Each Agent specified in the Pricing

Supplement represents, warrants and covenants that it has not and will not sell,

offer to sell or solicit offers to purchase any Notes, or the Funding

Agreement(s) identified in the Pricing Supplement, to or from any persons other

than "institutional investors" and other qualified purchasers under the

circumstances that will not require any registration or qualification of any

Notes or the Funding Agreement(s) identified in the Pricing Supplement for offer

and sale under the securities or Blue Sky laws of any State of the United

States.

Section 1.6.......Definitions. "Series Instrument" means the Series Instrument

in which this Terms Agreement is included as Part E. All capitalized terms not

otherwise defined in this Terms Agreement shall have the meanings set forth in

the Distribution Agreement.

ARTICLE 2.........

Section 2.1.......Purchase/Solicitation of Purchases of Notes.

(a) If specified in the Pricing Supplement, the Notes are being purchased by the

Agent(s) as principal. If the Notes are to be purchased by the Agent(s) as

principal, the Agent(s) specified in the Pricing Supplement severally and not

jointly agree to purchase the Notes having the terms and in the amounts

specified in the Pricing Supplement.

(b) If specified in the Pricing Supplement, the Agent(s) will be acting as

agent. If the Agent(s) are to solicit the purchase of the Notes acting as

agents, the Agent(s) will solicit the purchase of Notes pursuant to Section 1(d)

of the Distribution Agreement.

Section 2.2.......Funding Agreement. On the Original Issue Date set forth in the

Pricing Supplement, Global Funding will assign absolutely to, and deposit into,

the Trust the Funding Agreement(s) identified in the Pricing Supplement.

Section 2.3.......Agent Notice Information. As specified in Annex D to this

Series Instrument.

Section 2.4.......Ratings. Global Funding represents and warrants that (i) it

will seek to obtain ratings of the Notes from Moody's Investors Service, Inc.

("Moody's") and Standard & Poor's Ratings Services, a division of The

McGraw-Hill Companies, Inc. ("S & P"); (ii) it expects the initial Notes to be

rated "Aa2" by Moody's; and (iii) the notes issued under the Programs are rated

"AA" by S&P.

ARTICLE 3.........

Section 3.1.......Series Instrument; Execution and Incorporation of Terms. The

parties to this Terms Agreement will enter into this Terms Agreement by

executing this Series Instrument.

By executing this Series Instrument, each party hereto agrees

that this Terms Agreement will constitute a legal, valid and binding agreement

by and among the Trust, Allstate Life Global Funding and the Agents specified in

the Pricing Supplement.

All terms relating to the Trust or the Notes not otherwise

included in this Terms Agreement will be as specified in this Series Instrument

or Pricing Supplement as indicated herein.

Section 3.2.......Counterparts. This Terms Agreement, through this Series

Instrument, may be executed in any number of counterparts, each of which

counterparts shall be deemed to be an original, and all of which counterparts

shall constitute but one and the same instrument.

<PAGE>

PART F

COORDINATION AGREEMENT

This COORDINATION AGREEMENT (this "Coordination Agreement"), dated as

of the date of the Pricing Supplement attached to this Series Instrument as

Annex A (the "Pricing Supplement"), is entered into among Allstate Life

Insurance Company ("Allstate Life"), Allstate Life Global Funding ("Global

Funding"), J.P. Morgan Trust Company, National Association, as funding note

indenture trustee (in such capacity, the "Funding Note Indenture Trustee") the

Allstate Life Global Funding Trust specified in this Series Instrument (the

"Trust") and J.P. Morgan Trust Company, National Association, as indenture

trustee (in such capacity, the "Indenture Trustee").

W I T N E S S E T H:

WHEREAS, the Trust intends to issue the Notes specified in the Pricing

Supplement (the "Notes") in accordance with the Indenture to be set forth in

Part A to the Closing Instrument for the Trust (the "Indenture");

WHEREAS, the Agent(s) have agreed to sell the Notes in accordance with

the Purchase Agreement, the Terms Agreement and the Registration Statement;

WHEREAS, the Trust intends to purchase the Funding Note issued by

Global Funding and dated as of the Original Issue Date specified in the Pricing

Supplement (the "Funding Note") with the net proceeds from the sale of the

Notes;

WHEREAS, Global Funding intends to sell the Funding Note to the Trust

and use the proceeds therefrom to purchase the Funding Agreement(s) described in

the Pricing Supplement (the "Funding Agreement(s)") from Allstate Life;

WHEREAS, Allstate Life intends to sell the Funding Agreement(s) to

Global Funding in consideration for the proceeds Global Funding receives from

the sale of the Funding Note;

WHEREAS, Global Funding intends to immediately pledge and collaterally

assign each Funding Agreement to and grant a security interest in each Funding

Agreement and the related collateral in favor of, the Funding Note Indenture

Trustee to secure its obligations under the Funding Note;

WHEREAS, Global Funding intends to immediately thereafter assign

absolutely to, and deposit into, the Trust the Funding Agreement(s), and the

Funding Note will be surrendered for cancellation by or on behalf of the Trust,

and will be cancelled by the Funding Note Indenture Trustee, and the pledge and

collateral assignment of each Funding Agreement to, and the security interest in

favor of, the Funding Note Indenture Trustee will be terminated;

WHEREAS, the Trust intends to pledge and collaterally assign the

Funding Agreement(s) to the Indenture Trustee to secure its obligations under

the Notes; and

WHEREAS, the Trust intends to grant a security interest to the

Indenture Trustee for the benefit of the Secured Parties (as defined in the

Indenture).

NOW, THEREFORE, to give effect to the agreements and arrangements

established under the Terms Agreement set forth in Part E of this Series

Instrument, the Trust Agreement set forth in Part A of this Series Instrument,

the Indenture, and the Notes, and in consideration of the agreements and

obligations set forth herein and for other good and valuable consideration, the

sufficiency of which is hereby acknowledged, each party hereby agrees as

follows:

ARTICLE 1.........

PURCHASE OF FUNDING NOTE

The Trust hereby agrees to purchase the Funding Note from Global

Funding with the net proceeds from the sale of the Notes. Global Funding hereby

agrees to sell the Funding Note to the Trust in consideration for the net

proceeds from the sale of the Notes.

ARTICLE 2.........

PURCHASE OF FUNDING AGREEMENT(S)

Allstate Life hereby agrees to sell the Funding Agreement(s) to Global

Funding in consideration for the proceeds Global Funding receives from the sale

of the Funding Note. Global Funding hereby agrees to immediately purchase the

Funding Agreement(s) with the proceeds Global Funding receives from the sale of

the Funding Note. Global Funding agrees to immediately pledge and collaterally

assign each Funding Agreement to, and grant a security interest in each Funding

Agreement and the related collateral in favor of, the Funding Note Indenture

Trustee.

ARTICLE 3.........

SALE OF FUNDING AGREEMENT(S);

CANCELLATION OF FUNDING NOTE

The parties hereto agree that Global Funding will assign the Funding

Agreement(s) absolutely to, and deposit the Funding Agreement(s) into, the

Trust, immediately following the pledge, collateral assignment and grant of

security interest described in Article 2, and the Funding Note will be

surrendered for cancellation by or on behalf of the Trust. The Trust hereby

agrees to accept the Funding Agreement(s) from Global Funding in consideration

for the Trust's surrender of the Funding Note. The parties hereto agree that the

Funding Note shall be cancelled by the Funding Note Indenture Trustee

immediately upon such surrender, and the pledge and collateral assignment of

each Funding Agreement to, and the security interest in favor of, the Funding

Note Indenture Trustee will be terminated. Such cancellation shall operate as a

redemption of the Funding Note.

ARTICLE 4.........

DELIVERY OF THE FUNDING AGREEMENT(S)

The parties hereby appoint the entity specified as Collateral Custodian

in Part G of this Series Instrument (including its successors in such capacity,

the "Collateral Custodian") to act as custodian for the Funding Agreement(s) in

connection with (i) the sale of the Funding Agreement(s) by Allstate Life to

Global Funding and the pledge and collateral assignment of each Funding

Agreement to, and the security interest in favor of, the Funding Note Indenture

Trustee, pursuant to Article 2 above, (ii) the sale and deposit of the Funding

Agreement(s) by Global Funding to the Trust pursuant to Article 3 above, (iii)

the collateral assignment of the Funding Agreement(s) by the Trust to the

Indenture Trustee and (iv) any subsequent permitted transfer of the Funding

Agreement(s) by the Indenture Trustee, and in such capacity to accept and hold

in its physical custody the Funding Agreement(s) in the State of Illinois until

such time when the Indenture Trustee notifies the Collateral Custodian in

writing to the contrary, in connection with the release of the Funding

Agreement(s) in accordance with the terms of the Indenture or upon the

occurrence and during the continuation of an Event of Default (as defined in the

Standard Indenture Terms to be attached as Exhibit A to the Closing Instrument

for the Trust) whereupon such physical custody and possession of the Funding

Agreement(s) will be transferred to the Indenture Trustee or another person in

the manner directed by the Indenture Trustee. The Collateral Custodian hereby

accepts such appointment and agrees to perform all of its obligations in its

capacity as Collateral Custodian for the Funding Agreement(s).

ARTICLE 5.........

PERIODIC PAYMENTS; MATURITY

Section 5.1.......Directions Regarding Periodic Payments. As registered owner of

the Funding Agreement(s) as collateral securing payments on the Notes, following

the pledge and collateral assignment of the Funding Agreement(s) by the Trust to

the Indenture Trustee. The Indenture Trustee will receive payments on the

Funding Agreement(s) on behalf of the Trust. The Trust hereby directs the

Indenture Trustee to use such funds to make payments on behalf of the Trust

pursuant to the Trust Agreement and the Indenture.

Section 5.2.......Amendment to Directions.

(a) The Trust may, at any time and at its sole discretion, amend the directions

set forth in Section 5.1 in accordance with the Trust Agreement and the

Indenture.

(b) Any notice to a payor of the change in identity of any payee or the

appointment of any successor payee, which notice is acknowledged by the Trust,

shall be deemed to be an amendment to these directions which replaces such new

payee for the payee named in these directions.

Section 5.3.......Maturity of the Funding Agreement(s). Upon the maturity of the

Funding Agreement(s) and the return of funds thereunder, the Trust hereby

directs the Indenture Trustee to set aside from such funds an amount sufficient

for the repayment of the outstanding principal on the Notes when due.

ARTICLE 6.........

MISCELLANEOUS

Section 6.1.......No Additional Liability. Nothing in this Coordination

Agreement shall impose any liability or obligation on the part of any party to

this Coordination Agreement to make any payment or disbursement in addition to

any liability or obligation such party has under the other documents related to

the Programs (the "Program Documents"), except to the extent that a party has

actually received funds which it is obligated to disburse pursuant to this

Coordination Agreement.

Section 6.2.......No Conflict. This Coordination Agreement is intended to be in

furtherance of the agreements reflected in the Program Documents, and not in

conflict. To the extent that a provision of this Coordination Agreement

conflicts with the provisions of one or more Program Documents, the provisions

of such documents shall govern.

Section 6.3.......Governing Law. Pursuant to Section 5-1401 of the General

Obligations Law of the State of New York, this Coordination Agreement shall be

governed by and construed in accordance with, the laws of the State of New York.

Section 6.4.......Definitions. "Series Instrument" means the Series Instrument

in which this Coordination Agreement is included as Part F. All capitalized

terms not otherwise defined in this Coordination Agreement shall have the

meanings set forth in the Distribution Agreement.

Section 6.5.......Severability. If any provision of this Coordination Agreement

shall be invalid, illegal or unenforceable, such provisions shall be deemed

severable from the remaining provisions of this Coordination Agreement and shall

in no way affect the validity or enforceability of such other provisions of this

Coordination Agreement.

Section 6.6.......Counterparts. This Coordination Agreement, through this Series

Instrument, may be executed in any number of counterparts, each of which

counterparts shall be deemed to be an original, and all of which counterparts

shall constitute but one and the same instrument.

Section 6.7.......Notices. All demands, notices and communications under this

Coordination Agreement shall be in writing and shall be deemed to have been duly

given upon receipt at the addresses set forth in Annex E to this Series

Instrument or at such other address as shall be designated by any party in a

written notice to the other parties.

<PAGE>

PART G

MISCELLANEOUS AND EXECUTION PAGES

This Series Instrument may be executed by each of the parties hereto in

any number of counterparts, and by each of the parties hereto on separate

counterparts, each of which counterparts, when so executed and delivered, shall

be deemed to be an original, but all such counterparts shall together constitute

but one and the same instrument. Facsimile signatures shall be deemed original

signatures.

Each signatory, by its execution hereof, does hereby become a party to,

or executes, each of the agreements and certificates identified below for such

signatory as of the date specified in such agreements and certificates.

It is expressly understood and agreed by the parties that (a)

Wilmington Trust Company (the "Delaware Trustee") is hereby instructed by Global

Funding and the Trust to execute this Series Instrument on their behalf, (b)

this Series Instrument is executed and delivered by the Delaware Trustee, not

individually or personally, but solely as Delaware Trustee, in the exercise of

the powers and authority conferred and vested in it, pursuant to the Trust

Agreement set forth in Part A herein (the "Trust Agreement"), (c) each of the

representations, undertakings and agreements made on the part of the Trust in

this Series Instrument is made and intended not as personal representations,

undertakings and agreements by the Delaware Trustee but is made and intended for

the purpose of binding only the Trust, (d) nothing contained herein shall be

construed as creating any liability on the Delaware Trustee individually or

personally, to perform any covenant either expressed or implied contained

herein, all such liability, if any, being expressly waived by the parties hereto

and by any person claiming by, through or under the parties hereto, and (e)

under no circumstances shall the Delaware Trustee be personally liable for the

payment of any indebtedness or expenses of the Trust or be liable for any breach

or failure of any obligation, representation, warranty or covenant to be made or

undertaken by the Trust under the Indenture to be set forth in Part A to the

Closing Instrument for the Trust or any other related documents; provided,

however, that such waiver shall not affect the liability of the Delaware Trustee

(or any entity acting as successor or additional trustee) to any person under

any other agreement to the extent expressly agreed to in its individual capacity

under the Trust Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Series

Instrument.

ALLSTATE INSURANCE COMPANY

(for purposes of the Name

Licensing Agreement set

forth in Part D herein)

By:/s/ Michael J. Velotta

-----------------------------------------------------

Name: Michael J. Velotta

Title:Vice President, Deputy General Counsel

& Assistant Secretary

ALLSTATE LIFE INSURANCE

COMPANY (for purposes of

(i) the Support and

Expenses Agreement set

forth in Part C herein and

(ii) the Coordination

Agreement set forth in Part

F herein)

By: /s/ Sarah R. Donahue

-----------------------------------------------------

Name: Sarah R. Donahue

Title:Assistant Vice President

ALLSTATE LIFE GLOBAL

FUNDING (for purposes of

(i) the Trust Agreement set

forth in Part A herein,

(ii) the Terms Agreement

set forth in Part E herein

and (iii) the Coordination

Agreement set forth in Part

F herein)

By: Wilmington Trust Company, solely in its

capacity as Delaware Trustee

By: /s/ Charisse L. Rodgers

-----------------------------------------------------

Name: Charisse L. Rodgers

Title:Vice President

THE ALLSTATE LIFE GLOBAL

FUNDING TRUST SPECIFIED

ABOVE (for purposes of (i)

the Administrative Services

Agreement set forth in Part

B herein, (ii) the Support

and Expenses Agreement set

forth in Part C herein,

(iii) the Name Licensing

Agreement set forth in Part

D herein, (iv) the Terms

Agreement set forth in Part

E herein and (v) the

Coordination Agreement set

forth in Part F herein)

By: Wilmington Trust Company, solely in its

capacity as Delaware Trustee

By: /s/ Charisse L. Rodgers

-----------------------------------------------------

Name: Charisse L. Rodgers

Title: Vice President

<PAGE>

J.P. MORGAN TRUST COMPANY,

NATIONAL ASSOCIATION,

Chicago, Illinois office

(for purposes of the

Coordination Agreement set

forth in Part F herein, as

Collateral Custodian)

By: /s/ Donna V. Fanning

-----------------------------------------------------

Name: Donna V. Fanning

Title: Vice President

<PAGE>

WILMINGTON TRUST COMPANY

(for purposes of the Trust

Agreement set forth in Part

A herein as Delaware

Trustee)

By: /s/ Charisse L. Rodgers

-----------------------------------------------------

Name: Charisse L. Rodgers

Title: Vice President

J.P. MORGAN TRUST COMPANY,

NATIONAL ASSOCIATION (for

purposes of the

Coordination Agreement set

forth in Part F herein, as

Funding Note Indenture

Trustee, and as Indenture Trustee)

By: /s/ Donna V. Fanning

-----------------------------------------------------

Name: Donna V. Fanning

Title: Vice President

AMACAR PACIFIC CORP. (for purposes of (i) the Trust Agreement set forth in Part

A herein and (ii) the Administrative Services Agreement set forth in Part B

herein as Administrator)

By: /s/ Evelyn Echevarria

-----------------------------------------------------

Name: Evelyn Echevarria

Title: Vice President

<PAGE>

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED (for purposes of the Terms

Agreement set forth in Part E herein)

By: /s/ Sabina Ceddia

-----------------------------------------------------

Name: Sabina Ceddia

Title: Duly Authorized Attorney

DEUTSCHE BANK SECURITIES INC. (for purposes of the Terms Agreement set forth in

Part E herein)

By: /s/ Mary Myers

-----------------------------------------------------

Name: Mary Myers

Title: Vice President

By: /s/ Scott Flieger

-----------------------------------------------------

Name: Scott Flieger

Title: Managing Director

</TABLE>

<PAGE>

EXHIBIT A

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

STANDARD TRUST AGREEMENT TERMS

with respect to

ALLSTATE LIFE GLOBAL FUNDING TRUSTS

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

<PAGE>

TABLE OF CONTENTS

<TABLE>

PAGE

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

SECTION 1.1 Definitions..............................................................................1

SECTION 1.2 Other Definitional Provisions............................................................6

ARTICLE 2 CREATION OF TRUST...............................................................................7

SECTION 2.1 Name of the Trust........................................................................7

SECTION 2.2 Office of the Delaware Trustee; Principal Place of Business..............................7

SECTION 2.3 Statutory Trust..........................................................................7

SECTION 2.4 Trust Beneficial Owner...................................................................7

SECTION 2.5 Purposes of the Trust....................................................................7

SECTION 2.6 Allocation of Trust Expenses.............................................................8

SECTION 2.7 Liability................................................................................8

SECTION 2.8 Income Tax Treatment.....................................................................8

SECTION 2.9 Situs of Trust...........................................................................8

ARTICLE 3 PAYMENT ACCOUNT.................................................................................8

SECTION 3.1 Payment Account..........................................................................8

ARTICLE 4 NOTES; COLLATERAL...............................................................................9

SECTION 4.1 Issuance of Notes........................................................................9

SECTION 4.2 Acquisition of Funding Note and Funding Agreements.......................................9

SECTION 4.3 Security Interest in the Collateral.....................................................10

SECTION 4.4 Title to Collateral.....................................................................10

ARTICLE 5 REPRESENTATIONS AND WARRANTIES BY THE DELAWARE TRUSTEE.........................................10

ARTICLE 6 DELAWARE TRUSTEE...............................................................................11

SECTION 6.1 General Authority.......................................................................11

SECTION 6.2 General Duties..........................................................................16

SECTION 6.3 Specific Duties.........................................................................16

SECTION 6.4 Acceptance of Trust and Duties; Limitation on Liability.................................17

SECTION 6.5 Reliance; Advice of Counsel.............................................................20

SECTION 6.6 Delegation of Authorities and Duties....................................................21

SECTION 6.7 Indemnification.........................................................................21

ARTICLE 7 DISSOLUTION, LIQUIDATION AND TERMINATION.......................................................22

SECTION 7.1 Dissolution Upon Trust Expiration Date..................................................22

SECTION 7.2 Termination of Agreement................................................................22

SECTION 7.3 Liquidation; Distributions..............................................................22

ARTICLE 8 SUCCESSOR AND ADDITIONAL DELAWARE TRUSTEES.....................................................23

SECTION 8.1 Eligibility Requirements for the Delaware Trustee.......................................23

SECTION 8.2 Resignation or Removal of the Delaware Trustee..........................................23

SECTION 8.3 Successor Delaware Trustee..............................................................24

SECTION 8.4 Merger or Consolidation of Delaware Trustee.............................................25

SECTION 8.5 Appointment of Co-Delaware Trustee or Separate Delaware Trustee.........................25

SECTION 8.6 Delaware Trustee May Own Notes..........................................................26

ARTICLE 9 MISCELLANEOUS PROVISIONS.......................................................................27

SECTION 9.1 Limitation on Rights of Others..........................................................27

SECTION 9.2 Amendments..............................................................................27

SECTION 9.3 Notices.................................................................................28

SECTION 9.4 No Recourse.............................................................................30

SECTION 9.5 Limited Recourse........................................................................30

SECTION 9.6 No Petition.............................................................................30

SECTION 9.7 Governing Law...........................................................................30

SECTION 9.8 Severability............................................................................30

SECTION 9.9 Third Party Beneficiaries...............................................................30

SECTION 9.10 Counterparts............................................................................31

</TABLE>

<PAGE>

This document constitutes the Standard Trust Agreement Terms, which

will be incorporated by reference in, and form a part of, the Trust Agreement

(as defined below) among Wilmington Trust Company, a Delaware banking

corporation, as Delaware trustee, (the "Delaware Trustee"), AMACAR Pacific

Corp., a Delaware corporation, as the sole administrator of the Trust (as

defined below) (the "Administrator") and Allstate Life Global Funding, a

statutory trust formed under the laws of the State of Delaware, as the sole

beneficial owner of the Trust (the "Trust Beneficial Owner").

These Standard Trust Agreement Terms shall not in and of itself create

a trust and shall be of no force and effect unless and until incorporated by

reference in, and then only to the extent not modified by, the Trust Agreement.

The following terms and provisions shall govern the activities of the

Trust, subject to contrary terms and provisions expressly adopted in the Trust

Agreement, which contrary terms shall be controlling.

ARTICLE 1.........

DEFINITIONS

SECTION 1.1.......Definitions. The following terms have the meanings set forth

below:

"Administrative Services Agreement" means that certain Administrative

Services Agreement, included in Part B of the Series Instrument, between the

Administrator and the Trust, as the same may be amended, restated, modified,

supplemented or replaced from time to time.

"Additional Amounts" has the meaning set forth in the Indenture.

"Administrator" means the party named as such in the preamble, in its

capacity as the sole administrator of the Trust pursuant to the Administrative

Services Agreement, and its successors.

"Affiliate" means, as applied to any Person, any other Person directly

or indirectly controlling, controlled by or under common control with, that

Person and, in the case of an individual, any spouse or other member of that

individual's immediate family. For the purposes of this definition, "control"

(including, with correlative meanings, the terms "controlling," "controlled by"

and "under common control with"), as applied to any Person, means the

possession, directly or indirectly, of the power to direct or cause the

direction of the management and policies of that Person, whether through the

ownership of voting securities, by contract or otherwise.

"Agents" has the meaning set forth in the Distribution Agreement.

"Allstate Life" means Allstate Life Insurance Company, a stock life

insurance company organized and licensed under the laws of the State of

Illinois, and any successor.

"Business Day" has the meaning set forth in the Indenture.

"Certificate of Trust" means the Certificate of Trust of the Trust as

filed with the Secretary of State of the State of Delaware.

"Closing Instrument" means the closing instrument of the Trust,

pursuant to which the Indenture is entered into, and certain other documents are

executed, in connection with the issuance of the Notes by the Trust.

"Code" means the Internal Revenue Code of 1986, as amended, including

any successor or amendatory statutes and any applicable rules, regulations,

notices or orders promulgated thereunder.

"Collateral" has the meaning ascribed in the Indenture.

"Commission" means the Securities and Exchange Commission or any

successor body.

"Coordination Agreement" means that certain Coordination Agreement

included in Part F of the Series Instrument, among Allstate Life, Global

Funding, the Funding Note Indenture Trustee, the Trust and the Indenture

Trustee, as the same may be amended, restated, modified, supplemented or

replaced from time to time.

"Corporate Trust Office" means the principal office of the Delaware

Trustee located at Rodney Square North, 1100 North Market Street, Wilmington,

Delaware 19890-0001.

"Debt" of any Person means, at any date, without duplication, (i) all

obligations of such Person for borrowed money, (ii) all obligations of such

Person evidenced by bonds, debentures, notes or other similar instruments, (iii)

all obligations of such Person to pay the deferred purchase price of property or

services, except trade accounts payable arising in the ordinary course of

business, all obligations of such Person as lessee which are capitalized in

accordance with generally accepted accounting principles, (iv) all contingent

and non-contingent obligations of such Person to reimburse any bank or other

Person in respect of amounts paid under a letter of credit or similar

instrument, (v) all Debt secured by a Lien on any asset of such Person, whether

or not such Debt is otherwise an obligation of such Person, and (vi) all

Guarantees by such Person of Debt of another Person (each such Guarantee to

constitute Debt in an amount equal to the amount of such other Person's Debt

Guaranteed thereby).

"Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the

Delaware Code, 12 Del. C.ss.3801, et seq., as amended from time to time.

"Delaware Trustee" means the party named as such in the preamble, in

its capacity as the sole Delaware trustee of the Trust, and its successors. If

there shall be at any time more than one Delaware Trustee under the Trust

Agreement, "Delaware Trustee" shall mean each such Delaware Trustee.

"Distribution Agreement" means that certain Distribution Agreement

dated as of April 27, 2004, by and among Global Funding and the Agents named

therein, as the same may be amended, restated, modified, supplemented or

replaced from time to time.

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

assigns.

"Funding Agreement" means each funding agreement issued by Allstate

Life to Global Funding, which is immediately assigned absolutely to, and

deposited into, the Trust by Global Funding, and immediately pledged and

collaterally assigned by the Trust to the Indenture Trustee for the benefit of

the Holders of the Notes, as the same may be modified, restated, replaced,

supplemented or otherwise amended from time to time in accordance with the terms

thereof.

"Funding Agreement Event of Default" means an "Event of Default" as

defined in the Funding Agreement.

"Funding Note" has the meaning set forth in Part F of the Series

Instrument.

"Funding Note Indenture" means that certain Funding Note Indenture

included in Part B of the Closing Instrument, between Global Funding and the

Funding Note Indenture Trustee, as the same may be amended, restated, modified,

supplemented or replaced from time to time.

"Funding Note Indenture Trustee" means the party named as such in the

preamble to the Funding Note Indenture, and, subject to the applicable

provisions of the Funding Note Indenture, its successors.

"Global Funding" means Allstate Life Global Funding, a statutory trust

formed under the laws of the State of Delaware.

"Guarantee" by any Person means any obligation, contingent or

otherwise, of such Person directly or indirectly guaranteeing any Debt of any

other Person and, without limiting the generality of the foregoing, any

obligation, direct or indirect, contingent or otherwise, of such Person (i) to

purchase or pay (or advance or supply funds for the purchase or payment of) such

Debt (whether arising by virtue of partnership arrangements, by virtue of an

agreement to keep-well, to purchase assets, goods, securities or services, to

take-or-pay, or to maintain financial statement conditions or otherwise), (ii)

to reimburse a bank for amounts drawn under a letter of credit for the purpose

of paying such Debt or (iii) entered into for the purpose of assuring in any

other manner the holder of such Debt of the payment thereof or to protect such

holder against loss in respect thereof (in whole or in part); provided that the

term "Guarantee" shall not include endorsements for collection or deposit in the

ordinary course of business.

"Holder" has the meaning set forth in the Indenture.

"Indenture" means that certain Indenture included in Part A of the

Closing Instrument, between the Trust and the Indenture Trustee, as the same may

be amended, restated, modified, supplemented or replaced from time to time.

"Indenture Trustee" means the party named as such in the preamble to

the Indenture, and, subject to the applicable provisions of the Indenture, its

successors.

"Investment Company Act" means the Investment Company Act of 1940, as

amended, as it may be amended or supplemented from time to time, and any

successor statute thereto, and the rules, regulations and published

interpretations of the Commission promulgated thereunder from time to time.

"Lien" means, with respect to any asset, any mortgage, lien, pledge,

charge, security interest or encumbrance of any kind, or any other type of

preferential arrangement that has substantially the same practical effect as a

security interest, in respect of such asset. For purposes hereof, the Trust

shall be deemed to own subject to a Lien any asset which it has acquired or

holds subject to the interest of a vendor or lessor under any conditional sale

agreement, capital lease or other title retention agreement relating to such

asset.

"Name Licensing Agreement" means that certain Name Licensing Agreement

included in Part D of the Series Instrument, between Allstate Insurance Company

and the Trust, as the same may be amended, restated, modified, supplemented or

replaced from time to time.

"Note" has the meaning set forth in the Indenture.

"Note Certificate" has the meaning set forth in the Indenture.

"Obligations" means the obligations of the Trust secured under the

Notes and the Indenture, including (a) all principal of, any premium and

interest (including, without limitation, any interest which accrues after the

commencement of any case, proceeding or other action relating to the bankruptcy,

insolvency or reorganization of the Trust, whether or not allowed or allowable

as a claim in any such proceeding) on, and any Additional Amounts with respect

to, the Notes or pursuant to the Indenture, (b) all other amounts payable by the

Trust under the Indenture or under the Notes including all costs and expenses

(including attorneys' fees) incurred by the Indenture Trustee or any Holder

thereof in realizing on the Collateral to satisfy such obligations and (c) any

renewals or extensions of the foregoing.

"Original Issue Date" has the meaning set forth in the Pricing

Supplement.

"Paying Agent" has the meaning set forth in the Indenture.

"Payment Account" means the segregated non-interest-bearing corporate

trust account for the Trust maintained by the Delaware Trustee in its trust

department in which all amounts paid to the Delaware Trustee in respect of the

Collateral will be held and from which the Delaware Trustee shall make payments

pursuant to Section 3.1(b) and Article 7 of the Trust Agreement, to the extent

such amounts are paid to the Trust and deposited in the Payment Account.

"Person" means any natural person, corporation, limited partnership,

general partnership, joint stock company, joint venture, association, company,

limited liability company, trust (including any beneficiary thereof), bank,

trust company, land trust, business trust, statutory trust or other

organization, whether or not a legal entity, and governments and agencies and

political subdivisions thereof.

"Pricing Supplement" means, the pricing supplement attached to the

Series Instrument as Annex A, as prepared by the Trust in connection with the

issuance of the Notes, as the same may be amended, restated, modified,

supplemented or replaced from time to time.

"Program" has the meaning set forth in the Indenture.

"Program Documents" means each Note, the Series Instrument, the

Indenture, the Trust Agreement, the Administrative Services Agreement, the

Support Agreement, the Name Licensing Agreement, the Distribution Agreement, the

Terms Agreement, each Funding Agreement and any other documents, certificates,

agreements or instruments entered into by, or with respect to, or on behalf of,

the Trust.

"Rating Agency" means each of Moody's Investors Service, Inc., Standard

& Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc., and

any other rating agency which provides a rating of the Notes.

"Registrar" has the meaning set forth in the Indenture.

"Responsible Officer" means any vice president, assistant vice

president, any assistant secretary, any assistant treasurer, any trust officer

or assistant trust officer, or any other officer of the Delaware Trustee, as the

case may be, customarily performing functions similar to those performed by any

of the above designated officers and also, with respect to a particular

corporate trust matter, any other officer to whom such matter is referred

because of his or her knowledge of and familiarity with the particular subject.

"Secretary of State" means the Secretary of State of the State of

Delaware.

"Securities Act" means the Securities Act of 1933, as it may be amended

or supplemented from time to time, and any successor statute thereto, and the

rules, regulations and published interpretations of the Commission promulgated

thereunder from time to time.

"Security Interest" has the meaning set forth in the Indenture.

"Series Instrument" means the series instrument of the Trust, pursuant

to which the Administrative Services Agreement, the Coordination Agreement, the

Name Licensing Agreement, the Support Agreement, the Terms Agreement and the

Trust Agreement are entered into, and certain other documents are executed, in

connection with the issuance of the Notes by the Trust.

"Standard Trust Agreement Terms" means these Standard Trust Agreement

Terms.

"Standing Order" has the meaning set forth in Section 3.1(d).

"Supplemental Indenture" has the meaning set forth in the Indenture.

"Support Agreement" means that certain Support and Expenses Agreement

included in Part C of the Series Instrument, by and between Allstate Life and

the Trust, as the same may be amended, restated, modified, supplemented or

replaced from time to time.

"Terms Agreement" means that certain Terms Agreement included in Part E

of the Series Instrument, by and among Global Funding, the Trust and each Agent

named therein, which will incorporate by reference the terms of the Distribution

Agreement.

"Trust" means the Allstate Life Global Funding Trust specified in the

Series Instrument, together with its permitted successors and assigns.

"Trust Agreement" means that certain Trust Agreement included in Part A

of the Series Instrument, and which incorporates by reference these Standard

Trust Agreement Terms, by and among the Delaware Trustee, the Administrator and

the Trust Beneficial Owner, as the same may be amended, restated, modified,

supplemented or replaced from time to time.

"Trust Beneficial Owner" means the party named as such in the preamble,

in its capacity as the sole beneficial owner of the Trust, and its successors.

"Trust Expiration Date" means the date on which all of the outstanding

Notes are redeemed in full by the Trust.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as it may

be amended.

"UCC" means the Uniform Commercial Code, as from time to time in effect

in the State of New York; provided that, with respect to the perfection, effect

of perfection or non-perfection, or priority of any security interest in the

Collateral, "UCC" shall mean the applicable jurisdiction whose law governs such

perfection, non-perfection or priority.

SECTION 1.2.......Other Definitional Provisions. For all purposes of the Trust

Agreement except as otherwise expressly provided or unless the context otherwise

requires:

(a) the terms defined in this Article shall have the meanings

ascribed to them in this Article and shall include the plural

as well as the singular;

(b) all accounting terms not otherwise defined in the Trust

Agreement have the meanings assigned to them in accordance

with generally accepted accounting principles in the United

States and, except as otherwise expressly provided in the

Trust Agreement, the term "generally accepted accounting

principles" with respect to any computation required or

permitted under the Trust Agreement shall mean such accounting

principles as are generally accepted at the date of such

computation in the United States;

construed to be followed by the words "without limitation";

(d) Article and Section headings are for the convenience of the

reader and shall not be considered in interpreting the Trust

Agreement or the intent of the parties to the Trust Agreement;

and

(e) capitalized terms not otherwise defined in the Trust Agreement

will have the respective meanings set forth in the Indenture.

ARTICLE 2

CREATION OF TRUST

SECTION 2.1 Name of the Trust. The Trust created under the Trust Agreement shall

have the name specified in the Series Instrument. The Trust's activities shall

be conducted under the name of the Trust.

SECTION 2.2 Office of the Delaware Trustee; Principal Place of Business. The

principal office of the Trust shall be in care of the Delaware Trustee at the

Corporate Trust Office, or such other address in the State of Delaware as the

Delaware Trustee may designate by written notice to the Trust Beneficial Owner,

the Indenture Trustee, the Administrator and the Rating Agencies. The Trust

shall also maintain an office in care of the Administrator at:

c/o AMACAR Pacific Corp.

6525 Morrison Boulevard, Suite 318

Charlotte, North Carolina 28211

Attention: President

SECTION 2.3 Statutory Trust. It is the intention of the parties that the Trust

constitute a statutory trust organized under the Delaware Statutory Trust Act

and that the Trust Agreement constitute the governing instrument of the Trust.

Pursuant to Section 3810 of the Delaware Statutory Trust Act, on or before the

date of the Trust Agreement, the Delaware Trustee shall file a Certificate of

Trust with the Secretary of State to form the Trust. The parties to the Trust

Agreement hereby appoint the Delaware Trustee as trustee of the Trust, to have

all rights, powers and duties set forth in the Trust Agreement and in accordance

with the applicable law, subject to modification by the Trust Agreement, with

respect to accomplishing the purposes of the Trust.

SECTION 2.4 Trust Beneficial Owner. The Trust Beneficial Owner shall not be

required to make any deposit, perform any service or otherwise provide any

consideration in exchange for its beneficial interest in the Trust. The

beneficial interest of the Trust Beneficial Owner in the Trust will not be

represented by any certificate or other instrument. Upon the creation of the

Trust, the Trust Beneficial Owner shall be the beneficial owner of the Trust and

shall have an undivided beneficial ownership interest in the property related to

the Trust. To the fullest extent permitted by law, any attempted transfer of the

Trust Beneficial Owner's interest in the Trust shall be void.

SECTION 2.5 Purposes of the Trust. The exclusive purposes and functions of the

Trust are, and the Trust shall have the power and authority, to:

(a) issue and sell the Notes,

(b) use the net proceeds from the sale of the Notes to acquire the

Funding Note,

pursuant to the terms of the Funding Note,

(d) grant a security interest in, and pledge and collaterally

assign, the rights, title and interest of the Trust in the

Collateral to the Indenture Trustee for the benefit of the

Holders of the Notes and any other Person for whose benefit

the Indenture Trustee is or will be holding the Collateral,

(e) make, or cause to be made, all payments due in respect of the

Notes, in accordance with the terms of the Indenture, and

(f) engage in other activities and enter into other agreements, in

each case that are necessary, suitable or convenient to

accomplish the foregoing or are incidental to or connected

with those activities, including the execution, delivery and

performance of the Series Instrument, the Closing Instrument

and the Program Documents to which it is a signatory.

SECTION 2.6 Allocation of Trust Expenses. Any costs and expenses of the Trust

shall be paid by Allstate Life pursuant to the Support Agreement to the extent

provided therein.

SECTION 2.7 Liability. None of the Delaware Trustee, the Administrator, the

Trust Beneficial Owner or the Holders shall have any personal liability for any

liability or obligation of the Trust.

SECTION 2.8 Income Tax Treatment. The parties agree, and each Holder and

beneficial owner of Notes by purchasing the Notes agrees, for all United States

Federal, state and local income and franchise tax purposes (i) to treat the

Notes as indebtedness of Allstate Life, (ii) Global Funding and the Trust will

be ignored and will not be treated as an association or a publicly traded

partnership taxable as a corporation and (iii) to not take any action

inconsistent with the treatment described in (i) and (ii) unless otherwise

required by law.

SECTION 2.9 Situs of Trust. The Trust shall be located in the State of Delaware.

The Trust shall have the right, upon consent of the Indenture Trustee, and under

certain circumstances set forth in the Indenture, to change its domicile from

Delaware to any other jurisdiction. All bank accounts maintained by the Delaware

Trustee on behalf of the Trust shall be located in the State of Delaware except

that those accounts established under the Indenture shall be maintained with the

Indenture Trustee in accordance with the Indenture. The Trust shall not have any

employees in any state other than in the State of Delaware.

ARTICLE 3

PAYMENT ACCOUNT

SECTION 3.1 Payment Account.

(a) On the Original Issue Date, the Delaware Trustee shall establish the

Payment Account. The Delaware Trustee and any agent of the Delaware Trustee

shall have exclusive control and sole right of withdrawal with respect to

the Payment Account for the purpose of making deposits in and withdrawals

from the Payment Account in accordance with the Trust Agreement and the

Indenture. Subject to the Indenture, all funds or other property received

by the Delaware Trustee on behalf of the Trust in respect of the Collateral

will be deposited in the Payment Account. All funds and other property

deposited or held from time to time in the Payment Account shall be held by

the Delaware Trustee in the Payment Account for the exclusive benefit of

the Trust Beneficial Owner, subject to the security interest in the

Collateral in favor of the Indenture Trustee on behalf of the Holders of

the Notes and any other Person for whose benefit the Indenture Trustee is

or will be holding the Collateral, and for distribution by the Delaware

Trustee as provided in the Trust Agreement, including (and subject to) any

priority of payments provided for in the Trust Agreement.

(b) Except for payments made on the Trust Expiration Date or otherwise pursuant

to Section 7.3, all funds and other property deposited into the Payment

Account shall be distributed by the Trust as follows:

first, to the Indenture Trustee for the payment of all amounts then due

and unpaid upon the Note, and any other amounts due and payable, in accordance

with the Indenture; and

second, any remaining funds and other property deposited into the

Payment Account shall be distributed to the Trust Beneficial Owner.

receipt, any payments received with respect to the Collateral. Amounts held

in the Payment Account shall not be invested by the Delaware Trustee.

(d) Notwithstanding anything in the Trust Agreement to the contrary, the

Delaware Trustee, on behalf of the Trust, shall execute a standing order

(the "Standing Order") to the Indenture Trustee pursuant to which the

Indenture Trustee shall distribute all amounts due and unpaid under Section

3.1(b); provided, however, that all payments to be made by the Trust to the

Trust Beneficial Owner on the Trust Expiration Date or otherwise pursuant

to Section 7.3 of the Trust Agreement shall be made by the Delaware Trustee

on behalf of the Trust. For so long as (i) the Delaware Trustee, on behalf

of the Trust, has not rescinded the Standing Order and (ii) the Indenture

Trustee is able to, and does, comply with the Standing Order, the Delaware

Trustee will not be required to establish a separate Payment Account in

accordance with Section 3.1; provided, however, that the Delaware Trustee

shall establish a separate Payment Account to facilitate payments made on

the Trust Expiration Date or otherwise pursuant to Section 7.3 of the Trust

Agreement.

ARTICLE 4

NOTES; COLLATERAL

SECTION 4.1 Issuance of Notes. The Trust shall, in accordance with the

Indenture, issue and deliver or cause to be issued and delivered the aggregate

principal amount of the Notes specified in the Pricing Supplement against

payment therefor. The Holders of the Notes shall only have a right to receive

payments from the Collateral as described in the Indenture and shall have no

right to receive payments from the assets of Global Funding or the assets held

in any other trust organized under the Program.

SECTION 4.2 Acquisition of Funding Note and Funding Agreements. In connection

with the issuance and sale of the Notes, pursuant to Articles 2 and 3 of the

Coordination Agreement: (i) the Trust will use the net proceeds received from

the offering of Notes to purchase the Funding Note from Global Funding; (ii)

Global Funding will use the net proceeds received from the sale of the Funding

Note to purchase one or more Funding Agreements; and (iii) Global Funding will

immediately assign absolutely to, and deposit into, the Trust each such Funding

Agreement, and the relevant Funding Note will be surrendered pursuant to the

terms of the Funding Note.

SECTION 4.3 Security Interest in the Collateral. Simultaneously with the

issuance and sale of the Notes, pursuant to the Indenture, the Trust shall

pledge and collaterally assign to the Indenture Trustee, and will grant to the

Indenture Trustee, for the benefit of the Holders of the Notes and any other

Person for whose benefit the Indenture Trustee is or will be holding the

Collateral, a security interest in and to the Collateral, including, without

limitation, each Funding Agreement purchased by the Trust.

SECTION 4.4 Title to Collateral. Legal title to the Collateral shall be vested

at all times in the Trust as a separate legal entity, except where applicable

law in any jurisdiction requires title to any part of the Collateral to be

vested in the Delaware Trustee or any co-Delaware Trustee, in which case legal

title shall be deemed to be vested in the Delaware Trustee or any co-Delaware

Trustee appointed under the Trust Agreement for such purpose, and shall be held

and administered by the Delaware Trustee for the benefit of the Trust and each

Holder, subject to the rights of the Indenture Trustee pursuant to the

Indenture.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES BY THE DELAWARE TRUSTEE

The Delaware Trustee represents and warrants for the benefit of the

Holders and the Trust Beneficial Owner as follows:

(a) it is a banking corporation duly organized, validly existing and in good

standing under the laws of the State of Delaware and it is a "bank" within

the meaning of Section 581 of the Code;

(b) it is a "United States person" within the meaning of Section 7701(a)(30) of

the Code;

deliver and perform its obligations under the Trust Agreement and has taken

all necessary action to authorize the execution, delivery and performance

by it of the Trust Agreement;

(d) the Trust Agreement has been duly authorized, executed and delivered by it

and constitutes the valid and legally binding agreement of it enforceable

against it in accordance with its terms;

(e) neither the execution or delivery by it of the Trust Agreement, nor the

performance by it of its obligations under the Trust Agreement, will (i)

violate its organizational documents, (ii) violate any provision of, or

constitute, with or without notice or lapse of time, a default under, or

result in the creation or imposition of any Lien on any properties or

assets held in the Trust pursuant to the provisions of, any indenture,

mortgage, credit agreement, license or other contract, agreement, judgment,

order or instrument to which it is a party or by which it is bound, or

(iii) violate any law, governmental rule or regulation of the State of

Delaware or the United States governing the banking, trust or general

powers of it or any order, judgment or decree applicable to it;

(f) the authorization, execution or delivery by it of the Trust Agreement and

the consummation of any of the transactions by it contemplated by the Trust

Agreement do not require the consent or approval of, the giving of notice

to, the registration with or the taking of any other action with respect to

any governmental authority or agency (other than the filing of the

Certificate of Trust with the Secretary of State); and

(g) there are no proceedings pending or, to the best of its knowledge,

threatened against or affecting it in any court or before any governmental

authority, agency or arbitration board or tribunal which, individually or

in the aggregate, would materially and adversely affect the Trust or would

question the right, power and authority of it to enter into or perform its

obligations under the Trust Agreement.

ARTICLE 6

DELAWARE TRUSTEE

SECTION 6.1 General Authority.

(a) The Delaware Trustee is authorized and empowered, among other things, to

(a) execute and deliver on behalf of the Trust the Program Documents and

each certificate or other document attached as an exhibit to, or

contemplated by, the Program Documents and any amendment or other agreement

to any of the Program Documents, (b) take all actions required of the Trust

pursuant to the Program Documents including, but not limited to (i) paying,

or causing to be paid, on behalf of the Trust any amounts due and owing by

the Trust under the Program Documents or any other documents or instruments

to which the Trust is a party, (ii) providing certificates required under

the Program Documents or other documents or instruments to which the Trust

is a party and (iii) preparing for execution or executing amendments to and

waivers under the Program Documents or any other documents or instruments

deliverable by the Trust thereunder or in connection therewith or with the

Trust Agreement, (c) cause the Trust to perform under the Program Documents

and (d) engage in those activities, including entering into agreements,

that are necessary, suitable or convenient to accomplish the foregoing or

any other of the purposes of the Trust or are incidental thereto or

connected therewith including, from time to time, taking such action on

behalf of the Trust as is permitted by the Program Documents. In addition

to any other duties under the Trust Agreement, the Delaware Trustee shall

be the trustee of the Trust for the purpose of fulfilling the requirements

of Section 3807 of the Delaware Statutory Trust Act. Subject to the

limitations set forth in Section 6.1(b), the Delaware Trustee shall have

the power and authority to act on behalf of the Trust, with respect to the

following matters:

(i) to execute and deliver on behalf of the Trust the Notes in accordance with

the Trust Agreement and the Indenture;

(ii) to cause the Trust to perform the Trust Agreement and to enter into, and to

execute, deliver and perform on behalf of the Trust, the documents

contained in the Series Instrument and the Closing Instrument, the

Distribution Agreement, the Notes, the Funding Note, each Funding Agreement

and such other certificates, other documents or agreements as may be

necessary, contemplated by or desirable in connection with the purposes and

function of the Trust or any of the above-referenced documents;

(iii)subject to the applicable provisions of the Indenture, to receive and

maintain custody of each Funding Agreement and to exercise all of the

rights, powers and privileges of an owner or policyholder of each Funding

Agreement;

(iv) to grant to the Indenture Trustee a security interest in the Collateral for

the Notes and to pledge and collaterally assign the rights, title and

interest of the Trust in the Collateral to the Indenture Trustee for the

benefit of the Holders of Notes and any other Person on whose behalf the

Indenture Trustee is or will be holding the Collateral, and to seek release

of such security interest upon payment in full of all amounts required to

be paid with respect to the Notes pursuant to the terms and conditions of

the Notes or the Indenture;

(v) to establish the Payment Account;

(vi) to send notices regarding the Notes and the Funding Agreements to Allstate

Life, the Indenture Trustee, the Rating Agencies, the Trust Beneficial

Owner and the applicable Agents under the Terms Agreement in accordance

with the terms of the Notes, the Indenture, each Funding Agreement and the

Trust Agreement;

(vii)to take all actions necessary or appropriate to enable the Trust to comply

with Section 2.8 of the Trust Agreement regarding income tax treatment;

(viii) after the occurrence of a Funding Agreement Event of Default actually

known to a Responsible Officer, subject to the applicable provisions of the

Indenture, to take any action as it may from time to time determine (based

solely upon the advice of counsel) is necessary or advisable to give effect

to the terms of the Trust Agreement and to protect and conserve the

Collateral for the benefit of each Holder (without consideration of the

effect of any such action on any particular Holder) and, within five

Business Days after the occurrence of a Funding Agreement Event of Default

actually known to a Responsible Officer, to give notice thereof to the

Administrator, the Trust Beneficial Owner and the Indenture Trustee;

(ix) to the extent permitted by the Trust Agreement, to participate in the

winding up of the affairs of and liquidation of the Trust and assist with

the preparation, execution and filing of a certificate of cancellation with

the Secretary of State;

(x) subject to the Indenture, to take any action and to execute any documents

on behalf of the Trust, incidental to the foregoing as the Delaware Trustee

may from time to time determine (based on the advice of counsel) is

necessary or advisable to give effect to the terms of the Trust Agreement;

(xi) to execute and file documents with the Secretary of State; and

(xii)to accept service of process on behalf of the Trust in the State of

Delaware.

It is expressly understood and agreed that the Delaware Trustee shall

be entitled to engage outside counsel, independent accountants and other experts

appointed with due care to assist the Delaware Trustee in connection with the

performance of its duties and powers set forth in this Section 6.1(a),

including, without limitation, certificates, reports, opinions, notices or any

other documents. The Delaware Trustee shall be entitled to rely conclusively on

the advice of such counsel, accountants and other experts in the performance of

all its duties under the Trust Agreement and shall have no liability for any

documents prepared by such counsel, accountants or experts or any action or

inaction taken pursuant to the advice of such counsel, accountants or experts.

Any expenses of such counsel, accountants and experts shall be paid by the

Trust.

(b) So long as the Trust Agreement remains in effect, the Trust (and the

Delaware Trustee and the Administrator acting on behalf of the Trust) shall

not undertake any business, activity or transaction except as expressly

provided for or contemplated by the Trust Agreement or the Indenture. In

particular, the Trust shall not, except as otherwise contemplated by the

Indenture:

(i) sell, transfer, exchange, assign, lease, convey or otherwise dispose of any

assets held in the Trust (as of the date of the Trust Agreement or

thereafter acquired), including, without limitation, any portion of the

Collateral, except as expressly permitted under the Indenture;

(ii) engage in any business or activity other than in connection with, or

relating to, (A) the performance of the Trust Agreement and the execution,

delivery and performance of any documents, including the Program Documents

(other than the Trust Agreement as set forth above), relating to the Notes

and the transactions contemplated thereby, (B) the issuance of the Notes

pursuant to the Indenture and (C) any activities, including entering into

agreements that are necessary, suitable or convenient to accomplish the

purposes of the Trust specified in Section 2.5;

(iii)incur, directly or indirectly, any Debt except for the Notes or as

otherwise contemplated under the Indenture or the Trust Agreement;

(iv) (A) permit the validity or effectiveness of the Indenture or the Security

Interest securing the Notes to be impaired, or permit such Security

Interest to be amended, hypothecated, subordinated, terminated or

discharged, (B) permit any Person to be released from any covenants or

obligations under any Funding Agreement securing the Notes, except as

expressly permitted thereunder, under the Indenture, the Trust Agreement,

or each applicable Funding Agreement, (C) create, incur, assume, or permit

any Lien or other encumbrance (other than the Security Interests securing

the Notes) on any of its properties or assets, or any interest therein or

the proceeds thereof, or (D) permit a Lien with respect to the Collateral

not to constitute a valid first priority perfected security interest in the

Collateral securing the Notes;

(v) amend, modify or fail to comply with any material provision of the Trust

Agreement, except for any amendment or modification of the Trust Agreement

expressly permitted under the Trust Agreement or under the Indenture or the

relevant Funding Agreement(s);

(vi) own any subsidiary or lend or advance any funds to, or make any investment

in, any Person, except for an investment in the Funding Agreements, the

Funding Note or the investment of any funds of the Trust held by the

Indenture Trustee, Paying Agent, Registrar, Delaware Trustee or

Administrator as provided in (or in the documents or agreements contained

in) the Series Instrument or the Closing Instrument, or in any Funding

Agreement;

(vii)directly or indirectly declare or pay a distribution or make any

distribution or other payment, or redeem or otherwise acquire or retire for

value any securities other than the Notes, provided that the Trust may

declare or pay a distribution or make any distribution or other payment to

the Trust Beneficial Owner in compliance with the Trust Agreement if the

Trust has paid or made provision for the payment of all amounts due to be

paid on the Notes, and pay all of its debt, liabilities, obligations and

expenses, the payment of which is provided for under the Support Agreement;

(viii) become required to register as an "investment company" under and as such

term is defined in the Investment Company Act of 1940, as amended;

(ix) except as permitted under the Indenture, enter into any transaction of

merger or consolidation or liquidate or dissolve itself (or, to the fullest

extent permitted by law, suffer any liquidation or dissolution), or acquire

by purchase or otherwise all or substantially all the business or assets

of, or any stock or other evidence of beneficial ownership of, any Person;

(x) take any action that would cause the Trust not to be either ignored or

treated as a grantor trust for United States Federal income tax purposes;

(xi) issue any Notes unless Allstate Life has affirmed in writing to the Trust

that it has made changes to its books and records to reflect the grant of a

security interest in, and the making of an assignment for collateral

purposes of, the relevant Funding Agreement(s) by the Trust to the

Indenture Trustee in accordance with the terms of such Funding Agreement

and the Trust has taken such other steps as may be necessary to cause the

Security Interest in or assignment for all collateral purposes of, the

Collateral to be perfected for purposes of the UCC or effective against its

creditors and subsequent purchasers of the Collateral pursuant to insurance

or other state laws;

(xii)make any deduction or withholding from any payment of principal of or

interest on the Notes (other than amounts that may be required to be

withheld or deducted from such payments under the Code or any other

applicable tax law) by reason of the payment of any taxes levied or

assessed upon any portion of the Collateral except to the extent specified

in the Indenture or a Note Certificate or Supplemental Indenture;

(xiii) have any employees other than the Delaware Trustee, the Administrator or

any other Persons necessary to conduct its business and enter into

transactions contemplated under the Program Documents;

(xiv)have an interest in any bank account other than (A) those accounts

contemplated by the Program Documents, and (B) those accounts expressly

permitted by the Indenture Trustee; provided that any such further account

or such interest of the Trust therein shall be charged or otherwise secured

in favor of the Indenture Trustee on terms acceptable to the Indenture

Trustee;

(xv) permit any Affiliate, employee or officer of Allstate Life or any agent of

Allstate Life or Agent to be a trustee of the Trust; or

(xvi)commingle any of its assets with assets of any of the Trust's Affiliates,

or guarantee any obligation of any of the Trust's Affiliates.

Trustee and the Administrator, acting on behalf of the Trust, shall not

take any action that would cause the Trust not to be either ignored or

treated as a "grantor trust" for United States Federal income tax purposes.

(d) The Delaware Trustee shall, based on the advice of counsel, defend against

all claims and demands of all Persons at any time claiming any Lien on any

of the assets of the Trust adverse to the interest of the Trust or any

Holder, other than the security interest in the Collateral granted in favor

of the Indenture Trustee for the benefit of each Holder of the Notes and

any other Person for whose benefit the Indenture Trustee is or will be

holding the Collateral.

(e) If and for so long as any Funding Agreement is held by the Delaware Trustee

for the benefit of the Trust, the Delaware Trustee shall not (i) waive any

default under the Funding Agreement or (ii) consent to any amendment,

modification or termination of the Funding Agreement, without, in each

case, obtaining the prior approval of the Indenture Trustee in accordance

with the Indenture and an opinion of counsel experienced in such matters to

the effect that any such action shall not cause the Trust not to be either

ignored or treated as a grantor trust for United States Federal income tax

purposes. The Delaware Trustee, upon a Responsible Officer obtaining actual

knowledge of the occurrence of a Funding Agreement Event of Default, will

notify the Indenture Trustee of any such Funding Agreement Event of

Default.

(f) The Delaware Trustee is authorized and directed to conduct the affairs of

the Trust and to operate the Trust so that the Trust will not (i) become

required to register as an "investment company" under the Investment

Company Act or (ii) fail to be either ignored or treated as a grantor trust

for United States Federal income tax purposes. In connection with the

preceding sentence, the Delaware Trustee shall have no duty to determine

whether any action it takes complies with the preceding sentence and shall

be entitled to rely conclusively on an opinion of counsel with respect to

any such matters.

SECTION 6.2 General Duties. It shall be the duty of the Delaware Trustee to

discharge, or cause to be discharged, all of its responsibilities pursuant to

the terms of the Trust Agreement, or any other documents or instruments to which

it is a party, and to administer the Trust, in accordance with the provisions of

the Trust Agreement and the other Program Documents and any other documents or

instruments to which the Trust is a party. Notwithstanding the foregoing, the

Delaware Trustee shall be deemed to have discharged its duties and

responsibilities under the Trust Agreement and any other documents or

instruments to which the Trust is a party to the extent (a) such duties and

responsibilities shall have been performed by the Administrator and (b) the

Administrator is required or permitted under the Trust Agreement, under the

Administrative Services Agreement or under any other documents or instruments to

which the Trust is a party, to perform such act or discharge such duty of the

Delaware Trustee or the Trust; provided, however, that the Delaware Trustee

shall not be held liable for the default or failure of the Administrator to

carry out its required obligations under the Trust Agreement or thereunder but

only to the extent such obligations are not also required to be carried out by

the Delaware Trustee.

SECTION 6.3 Specific Duties.

(a) The Delaware Trustee will manage the business and affairs of the Trust in

accordance with the terms of the Delaware Statutory Trust Act; provided,

however, that the Delaware Trustee undertakes to perform only such duties

as are specifically set forth in the Trust Agreement and as it may be

directed from time to time by the Administrator, the Trust Beneficial Owner

and the Indenture Trustee in accordance with the terms of the Trust

Agreement and the Indenture.

(b) The Delaware Trustee agrees that it will not manage, control, use, sell,

dispose of or otherwise deal with the Collateral except as expressly

required or permitted by the terms of the Trust Agreement and the

Indenture.

to take any action, which would be inconsistent with Section 2.8 of the

Trust Agreement.

SECTION 6.4 Acceptance of Trust and Duties; Limitation on Liability. The

Delaware Trustee accepts the trust created by the Trust Agreement and agrees to

perform its duties under the Trust Agreement with respect to the same, but only

upon the terms of the Trust Agreement. No implied covenants or obligations shall

be read into the Trust Agreement. The Delaware Trustee shall not be liable under

the Trust Agreement under any circumstances except for (i) its own willful

misconduct, bad faith or gross negligence, (ii) its failure to use ordinary care

to disburse funds, or (iii) the inaccuracy of any representation or warranty

contained in the Trust Agreement expressly made by the Delaware Trustee. In

particular (but without limitation), subject to the exceptions set forth in the

preceding sentence:

(a) the Delaware Trustee shall not be liable for any error of judgment made in

good faith by a Responsible Officer, unless such error of judgment

constitutes gross negligence;

(b) the Delaware Trustee shall not be liable with respect to any action taken

or omitted to be taken by it in good faith in accordance with the written

instructions of the Administrator, the Trust Beneficial Owner or the

Indenture Trustee or pursuant to the advice of counsel, accountants or

other experts selected by it in good faith, so long as such action or

omission is consistent with the terms of the Trust Agreement and the

Indenture;

expend or risk personal funds or otherwise incur any financial liability in

the performance of any of its rights or powers under the Trust Agreement if

the Delaware Trustee shall have reasonable grounds for believing that

repayment of such funds or adequate indemnity against such risk or

liability is not reasonably assured or provided to it;

(d) under no circumstances shall the Delaware Trustee be liable for

indebtedness or other obligations evidenced by or arising under the Trust

Agreement, any Funding Agreement or any related document, including the

principal of and interest on the Notes;

(e) the Delaware Trustee shall not be responsible for, or in respect of, the

validity or sufficiency of the Trust Agreement or any related document or

for the due execution of the Trust Agreement or thereof by any party

(except by the Delaware Trustee itself) or for the form, character,

genuineness, sufficiency, value or validity of any of the Collateral, other

than, the signature and countersignature of the Delaware Trustee on any of

the Program Documents and the execution of any certificate;

(f) the Delaware Trustee shall (i) not be liable for any action, inaction,

default or misconduct of the Administrator, the Indenture Trustee or any

Paying Agent under the Indenture, the Notes or any related documents or

otherwise, and (ii) not have any obligation or liability to perform the

obligations of the Trust under the Trust Agreement or any related document

or under any Federal, state, foreign or local tax or securities law, in

each case, that are required to be performed by other Persons, including

the Administrator under the Trust or under the Administrative Services

Agreement or the Indenture Trustee under the Indenture;

(g) the Delaware Trustee shall not be liable for any action, inaction, default

or misconduct of Allstate Life, and the Delaware Trustee shall not have any

obligation or liability to perform the obligations of Allstate Life under

the Funding Agreements or any related documents;

(h) the Delaware Trustee shall not be under any obligation to exercise any of

the rights or powers vested in it by the Trust Agreement, or to institute,

conduct or defend any litigation under the Trust Agreement or otherwise or

in relation to the Trust Agreement or any related document, at the request,

order or direction of any Person unless such Person has offered to the

Delaware Trustee security or indemnity satisfactory to it against the

costs, expenses and liabilities that may be incurred by the Delaware

Trustee. The right of the Delaware Trustee to perform any discretionary act

enumerated in the Trust Agreement or in any related document shall not be

construed as a duty, and the Delaware Trustee shall not be answerable in

connection therewith other than for its gross negligence or willful

misconduct in the performance of any such act;

(i) except as expressly provided in the Trust Agreement, in accepting the

trusts created by the Trust Agreement, the Delaware Trustee acts solely as

trustee under the Trust Agreement and not in its individual capacity, and

all Persons having any claim against the Delaware Trustee by reason of the

transactions contemplated by the Trust Agreement shall look only to the

Trust's property for payment or satisfaction thereof;

(j) the Delaware Trustee shall not have any responsibility or liability for or

with respect to the genuineness, value, sufficiency or validity of any

Collateral, and the Delaware Trustee shall in no event assume or incur any

liability, duty or obligation to the Administrator, the Trust Beneficial

Owner or any other Person other than as expressly provided for in the Trust

Agreement;

(k) the Delaware Trustee shall not be bound to make any investigation into the

facts or matters stated in any resolution, certificate, statement,

instrument, opinion, report, notice, request, direction, consent, order,

bond, debenture, note or other paper or document;

(l) every provision of the Trust Agreement relating to the Delaware Trustee

shall be subject to the provisions of this Article 6;

(m) except in accordance with the written instructions furnished by the Trust

Beneficial Owner or as provided in the Trust Agreement, the Delaware

Trustee shall have no duty (i) to see to any recording or filing of any

document, (ii) to confirm or verify any financial statements of the

Administrator, the Trust Beneficial Owner or the Indenture Trustee, (iii)

to inspect the Administrator's, the Trust Beneficial Owner's or the

Indenture Trustee's books and records at any time or (iv) to see to the

payment or discharge of any tax, assessment or other governmental charge or

any lien or encumbrance of any kind owing with respect to, assessed or

levied against any part of the Trust, except to the extent the Delaware

Trustee has received funds, on behalf of the Trust, pursuant to the Support

Agreement from Allstate Life in satisfaction of any such tax, assessment or

other governmental charge or any lien or encumbrance of any kind and in

accordance with payment or transfer instructions provided by Allstate Life;

(n) the Delaware Trustee shall have no duty or obligation to manage, control,

use, sell, dispose of or otherwise deal with the Trust or to otherwise take

or refrain from taking any action under the Trust Agreement, except as

expressly required by the terms of the Trust Agreement, or as expressly

provided in written instructions from the Administrator, and in no event

shall the Delaware Trustee have any implied duties or obligations under the

Trust Agreement; the Delaware Trustee nevertheless agrees that it will, at

its own cost and expense, promptly take all action as may be necessary to

discharge any liens on any part of the property of the Trust which result

from claims against the Delaware Trustee personally that are not related to

the ownership or the administration of the property of the Trust or the

transactions contemplated by the Program Documents;

(o) the Delaware Trustee shall not be required to take any action under the

Trust Agreement unless the Delaware Trustee shall have been indemnified by

the Trust, in manner and form satisfactory to the Delaware Trustee, against

any liability, cost or expenses (including counsel fees and disbursements)

which may be incurred in connection therewith, and, in addition, the Trust

shall pay the reasonable compensation of the Delaware Trustee for the

services performed; provided, that the Delaware Trustee shall not be

indemnified by any Person for the Delaware Trustee's willful misconduct,

bad faith or gross negligence, its failure to use ordinary care to disburse

funds or the inaccuracy of its own representations or warranties, made in

its individual capacity, contained in the Trust Agreement;

(p) the Delaware Trustee shall not be required to take any action under the

Trust Agreement if the Delaware Trustee shall reasonably determine or shall

have been advised by counsel that such action is contrary to the terms of

the Trust Agreement or is otherwise contrary to law;

(q) the Delaware Trustee may fully rely upon and shall have no liability in

connection with calculations or instructions forwarded to the Delaware

Trustee by the Administrator or the Indenture Trustee, nor shall the

Delaware Trustee have any obligation to furnish information to any Person

if it has not received such information as it may need from the

Administrator, the Indenture Trustee or any other Person;

(r) the Delaware Trustee shall not be liable with respect to any act or

omission in good faith in accordance with the advice or direction of the

Administrator or the Indenture Trustee. Whenever the Delaware Trustee is

unable to decide between alternative courses of action permitted or

required by the terms of the Trust Agreement, or is unsure as to the

application, intent, interpretation or meaning of any provision of the

Trust Agreement, the Delaware Trustee may give notice (in such form as

shall be appropriate under the circumstances) to the Administrator

requesting instructions as to the course of action to be adopted, and, to

the extent the Delaware Trustee acts in good faith in accordance with any

such instruction received, the Delaware Trustee shall not be liable on

account of such action to any Person. If the Delaware Trustee shall not

have received appropriate instructions within ten days of such notice (or

within such shorter period of time as reasonably may be specified in such

notice or may be necessary under the circumstances), it may, but shall be

under no duty to, take or refrain from taking such action which is

consistent, in its view, with the Trust Agreement and as it shall deem to

be in the best interest of the Trust Beneficial Owner, and the Delaware

Trustee shall have no liability to any Person for such action or inaction;

(s) in no event whatsoever shall the Delaware Trustee be personally liable for

any representation, warranty, covenant, agreement, indebtedness or other

obligation of the Trust;

(t) the Delaware Trustee shall incur no liability if, by reason of any

provision of any present or future law or regulation thereunder, or by any

force majeure event, including but not limited to natural disaster, war or

other circumstances beyond its control, the Delaware Trustee shall be

prevented or forbidden from doing or performing any act or thing which the

terms of the Trust Agreement provide shall or may be done or performed; and

(u) notwithstanding anything contained herein to the contrary, the Delaware

Trustee shall not be required to execute, deliver or certify on behalf of

the Trust any filings, certificates, affidavits or other instruments

required under the Sarbanes-Oxley Act of 2002.

SECTION 6.5 Reliance; Advice of Counsel.

(a) The Delaware Trustee shall incur no liability to anyone in acting upon any

signature, instrument, notice, resolution, request, consent, order,

certificate, report, opinion, bond or other document or paper reasonably

believed by it in good faith to be genuine and signed by the proper party

or parties. The Delaware Trustee may accept a certified copy of a

resolution of the board of directors or other governing body of any

corporate party as conclusive evidence that such resolution has been duly

adopted by such body and that the same is in full force and effect. As to

any fact or matter the manner of ascertainment of which is not specifically

prescribed in the Trust Agreement, the Delaware Trustee may for all

purposes of the Trust Agreement rely on a certificate, signed by the

president or any vice president or by the treasurer or any assistant

treasurer or the secretary or any assistant secretary of the relevant

party, as to such fact or matter, and such certificate shall constitute

full protection to the Delaware Trustee for any action taken or omitted to

be taken by it in good faith in reliance thereon.

(b) In the exercise or administration of the Trust, the Delaware Trustee (i)

may act directly or through its agents or attorneys pursuant to agreements

entered into with any of them; provided that, the Delaware Trustee shall

not be liable for the conduct or misconduct of such agents or attorneys if

such agents or attorneys shall have been selected by the Delaware Trustee

in good faith and with reasonable care, and (ii) may consult with counsel,

accountants and other skilled Persons to be selected in good faith and with

reasonable care and employed by it, and it shall not be liable for anything

done, suffered or omitted to be done in good faith by it in accordance with

the written opinion or advice of any such counsel, accountants or other

skilled Persons.

SECTION 6.6 Delegation of Authorities and Duties. The Delaware Trustee delegates

to the Administrator all duties required to be performed by the Administrator

pursuant to the terms of the Trust Agreement and the Administrative Services

Agreement. The Delaware Trustee undertakes no responsibility for the

performance, or non-performance, of any duties delegated to the Administrator

under the Trust Agreement, the Administrative Services Agreement or the

Indenture, as applicable.

SECTION 6.7 Indemnification. The Trust hereby agrees, whether or not any of the

transactions contemplated by the Trust Agreement shall be consummated, to assume

liability for, and hereby indemnifies, protects, saves and keeps harmless the

Delaware Trustee, and its officers, directors, successors, assigns, legal

representatives, agents and servants (each an "Indemnified Person"), from and

against any and all liabilities, obligations, losses, damages, penalties, taxes

(excluding any taxes payable by the Delaware Trustee on or measured by any

compensation received by the Delaware Trustee), claims, actions, investigations,

proceedings, costs, expenses or disbursements (including, without limitation,

reasonable legal fees and expenses, subject to the limitations contained in the

preceding paragraphs) of any kind and nature whatsoever which may be imposed on,

incurred by or asserted at any time against an Indemnified Person (whether or

not also indemnified against by any other person but in all cases subject to the

following two paragraphs) in any way relating to or arising out of (i) the Trust

Agreement or any of the other agreements to which the Trust is or becomes a

party or the enforcement of any of the terms of any thereof or the

administration of the assets of the Trust or the action or inaction of the

Delaware Trustee under the Trust Agreement, except where any such claim for

indemnification has arisen as a result of the willful misconduct or gross

negligence on the part of the Delaware Trustee, or the Delaware Trustee's

failure to use ordinary care to disburse funds or the performance or

nonperformance of its duties under the Trust Agreement or any of the other

agreements to which the Trust becomes a party.

ARTICLE 7

DISSOLUTION, LIQUIDATION AND TERMINATION

SECTION 7.1 Dissolution Upon Trust Expiration Date. Unless earlier

dissolved, the Trust shall automatically dissolve on the Trust Expiration Date.

SECTION 7.2 Termination of Agreement. The Trust Agreement and the Trust created

by the Trust Agreement shall dissolve, wind-up and terminate in accordance with

Section 3808 of the Delaware Statutory Trust Act upon the latest to occur of:

(a) a distribution by the Delaware Trustee of all funds and other property of

the Trust upon the liquidation of the Trust pursuant to Section 7.3 of the

Trust Agreement;

(b) the payment of, or reasonable provision for payment of, all expenses and

other liabilities owed by the Trust; and

the Administrator necessary to accomplish the purposes of the Trust,

including the performance of any tax reporting obligations with respect to

the Trust or the Holders.

The Trust shall dissolve only as provided in this Article 7, and

otherwise no Person, including the Indenture Trustee, the Administrator and the

Trust Beneficial Owner, shall be entitled to revoke or dissolve the Trust. The

Administrator shall act as the liquidator of the Trust and shall be responsible

for directing the Delaware Trustee to take all required actions in connection

with `winding up the Trust. The Delaware Trustee shall have no liability for

following such direction to the extent it acts in good faith.

Upon the last event to occur as described above, the Delaware Trustee

shall cause the Certificate of Trust to be canceled by filing a certificate of

cancellation with the Secretary of State in accordance with the provisions of

Section 3810 of the Delaware Statutory Trust Act, at which time the Trust and

the Trust Agreement shall terminate.

SECTION 7.3 Liquidation; Distributions. On the Trust Expiration Date, the Trust

shall be wound-up by the Delaware Trustee pursuant to Section 7.2 and in

accordance with Section 3808(d) and (e) of the Delaware Statutory Trust Act, and

the remaining Collateral and any other assets held in the Trust shall be

liquidated, and distributed in the following order of priority:

first, to pay all amounts due and unpaid on the Notes and any other

amounts due and payable in accordance with the Indenture and

second, any remaining funds and other property shall be paid to the

Trust Beneficial Owner.

ARTICLE 8

SUCCESSOR AND ADDITIONAL DELAWARE TRUSTEES

SECTION 8.1 Eligibility Requirements for the Delaware Trustee. The Delaware

Trustee shall at all times (a) be a Person satisfying the provisions of Section

3807(a) of the Delaware Statutory Trust Act, (b) be authorized to exercise

corporate trust powers, (c) have a combined capital and surplus of at least

$50,000,000 and be subject to supervision or examination by Federal or State

authorities, (d) have (or have a parent which has) a rating of at least Baa3 by

Moody's or BBB- by Standard & Poor's, (e) be a "bank" within the meaning of

Section 581 of the Code and (f) be a "United States person" within the meaning

of Section 7701(a)(30) of the Code. In addition, the Delaware Trustee shall be

an entity with its Corporate Trust Office in the State of Delaware. If the

Delaware Trustee shall publish reports of condition at least annually, pursuant

to applicable law or to the requirements of the aforesaid supervising or

examining authority, then for the purpose of this Section 8.1, the combined

capital and surplus of the Delaware Trustee shall be deemed to be its combined

capital and surplus as set forth in its most recent report of condition so

published. If at any time the Delaware Trustee shall cease to be eligible in

accordance with the provisions of this Section 8.1, the Delaware Trustee shall

resign immediately in the manner and with the effect specified in Section 8.2.

SECTION 8.2 Resignation or Removal of the Delaware Trustee. The Delaware Trustee

may resign as Delaware Trustee, or the Administrator, acting on behalf of the

Trust, may, in its sole discretion, remove the Delaware Trustee, in each case

with thirty (30) days' prior notice to the Delaware Trustee, the Indenture

Trustee and each Rating Agency then rating the Program or the Notes. Upon any

resignation or removal of the Delaware Trustee, the Administrator, acting on

behalf of the Trust, shall appoint a successor Delaware Trustee whereupon such

successor Delaware Trustee shall succeed to the rights, powers and duties of the

Delaware Trustee, and the term "Delaware Trustee" shall thereupon mean such

successor Delaware Trustee effective upon such appointment and approval, and the

predecessor Delaware Trustee's powers and duties as Delaware Trustee shall be

terminated, without any other or further act or deed on the part of such

predecessor Delaware Trustee or any of the parties to the Trust Agreement or any

holders of the obligations owing hereunder; provided, that if at any time the

Delaware Trustee shall cease to be eligible in accordance with Section 8.1 and

shall have not resigned, or if at any time the Delaware Trustee, shall become

incapable of acting or shall be adjudged bankrupt or insolvent, or a receiver

for the Delaware Trustee or for its property shall be appointed, or any public

officer shall take charge or control of the Delaware Trustee or of its property

or affairs for the purpose of rehabilitation, conservation or liquidation, then

the Administrator may remove the Delaware Trustee. On and after the effective

date of any resignation or removal of the Delaware Trustee hereunder, the

provisions of this Article 8 shall inure to its benefit as to any actions taken

or omitted to be taken by it while it was Delaware Trustee under the Trust

Agreement. Any such resignation or removal shall become effective following the

appointment of a successor Delaware Trustee in accordance with the provisions of

this Section 8.2.

If no successor Delaware Trustee shall be appointed and shall have

accepted such appointment within thirty (30) days after the aforesaid notice of

resignation or removal, the Trust (or the Administrator, acting on its behalf)

or the resigning Delaware Trustee may apply to any court of competent

jurisdiction to appoint a successor Delaware Trustee to act until such time, if

any, as a successor Delaware Trustee shall have been appointed as provided in

this Section 8.2. Any successor so appointed by such court shall immediately and

without further act be superseded by any successor Delaware Trustee appointed

pursuant to this Section 8.2.

Any resignation or removal of the Delaware Trustee and appointment of a

successor Delaware Trustee pursuant to any of the provisions of this Section 8.2

shall not become effective until all fees and expenses, including any indemnity

payments, due to the outgoing Delaware Trustee have been paid and until

acceptance of appointment by the successor Delaware Trustee pursuant to Section

8.3.

If at any time the Delaware Trustee shall resign or be removed or

otherwise become incapable of acting, or if at any time a vacancy shall occur in

the office of the Delaware Trustee for any other cause, a successor Delaware

Trustee shall be appointed as set forth in this Section 8.2. The powers, duties,

authority and title of the predecessor Delaware Trustee shall be terminated and

canceled without any formality (except as may be required by applicable law)

other than appointment and designation of a successor Delaware Trustee in

writing duly acknowledged and delivered to the predecessor Delaware Trustee and

the Trust.

SECTION 8.3 Successor Delaware Trustee. Each successor Delaware Trustee

appointed pursuant to Section 8.2 shall execute, acknowledge and deliver to the

Administrator, the Trust Beneficial Owner and the predecessor Delaware Trustee

an instrument accepting such appointment under the Trust Agreement, and

thereupon the resignation or removal of the predecessor Delaware Trustee shall

become effective, the resigning Delaware Trustee shall be released of all duties

and trusts under the Trust Agreement and such successor Delaware Trustee,

without any further act, deed or conveyance, shall become fully vested with all

the rights, powers, duties, and obligations of its predecessor under the Trust

Agreement, with like effect as if originally named as Delaware Trustee. The

predecessor Delaware Trustee shall deliver to the successor Delaware Trustee all

documents and statements and funds held by it under the Trust Agreement; and the

Administrator and the predecessor Delaware Trustee shall execute and deliver

such instruments and do such other things as may reasonably be required for

fully and certainly vesting and confirming in the successor Delaware Trustee all

such rights, powers, duties and obligations.

Any successor Delaware Trustee appointed under the Trust Agreement

shall promptly file an amendment to the Certificate of Trust with the Secretary

of State identifying the name and principal place of business of such successor

Delaware Trustee in the State of Delaware.

No successor Delaware Trustee shall accept appointment as provided in

this Section 8.3 unless at the time of such acceptance such successor Delaware

Trustee shall be eligible pursuant to Section 8.1.

Upon acceptance of appointment by a successor Delaware Trustee pursuant

to this Section 8.3, the Administrator shall mail notice of such appointment to

the Indenture Trustee and each Rating Agency then rating the Program or the

Notes. If the Administrator shall fail to mail such notice within ten (10) days

after acceptance of appointment by the successor Delaware Trustee, the successor

Delaware Trustee shall cause such notice to be mailed in the manner aforesaid.

SECTION 8.4 Merger or Consolidation of Delaware Trustee. Any Person into which

the Delaware Trustee may be merged or converted or with which it may be

consolidated, or any Person resulting from any merger, conversion or

consolidation to which the Delaware Trustee shall be a party, or any Person

succeeding to all or substantially all of the corporate trust business of the

Delaware Trustee, shall, without the execution or filing of any instrument or

any further act on the part of any of the parties to the Trust Agreement,

anything in the Trust Agreement to the contrary notwithstanding, be the

successor of the Delaware Trustee under the Trust Agreement; provided, such

Person shall be eligible pursuant to Section 8.1.

SECTION 8.5 Appointment of Co-Delaware Trustee or Separate Delaware Trustee.

(a) Notwithstanding any other provisions of the Trust Agreement, at any time,

for the purpose of meeting any legal requirements of any jurisdiction in

which any part of any Collateral may at the time be located, the

Administrator and the Delaware Trustee shall at any time have the power and

shall execute and deliver all instruments necessary to appoint one or more

Persons approved by the Delaware Trustee to act as co-Delaware Trustee,

jointly with it, or as separate Delaware Trustee or separate Delaware

Trustees, of all or any part of any Collateral and, subject to Section 4.4

of the Trust Agreement, to vest in such Person, in such capacity, such

title to any Collateral, or any part thereof, and, subject to the other

provisions of this Section 8.5, such powers, duties, obligations, rights

and trusts as the Administrator and the Delaware Trustee may deem necessary

or desirable. If the Administrator shall not have joined in such

appointment within 15 days after the receipt by it of a request so to do,

the Delaware Trustee alone shall have the power to make such appointment.

No co-Delaware Trustee or separate Delaware Trustee under the Trust

Agreement shall be required to meet the terms of eligibility as a successor

Delaware Trustee pursuant to Section 8.1 and no notice of the appointment

of any co-Delaware Trustee or separate Delaware Trustee shall be required;

provided, however, that any co-Delaware Trustee or separate Delaware

Trustee must be a "United States person" within the meaning of Section

7701(a)(30) of the Code and a "bank" within the meaning of Section 581 of

the Code.

(b) Each separate Delaware Trustee and co-Delaware Trustee shall, to the extent

permitted by law, be appointed and act subject to the following provisions

and conditions:

(i) all rights, powers, duties, and obligations conferred or imposed upon the

Delaware Trustee shall be conferred or imposed upon and exercised or

performed by the Delaware Trustee and such separate Delaware Trustee or

co-Delaware Trustee jointly (it being understood that such separate

Delaware Trustee or co-Delaware Trustee is not authorized to act separately

without the Delaware Trustee joining in such act), except to the extent

that under any law of any jurisdiction in which any particular act or acts

are to be performed, the Delaware Trustee shall be incompetent or

unqualified to perform such act or acts, in which event such rights,

powers, duties and obligations (including the holding of title to the Trust

or any portion thereof in any such jurisdiction) shall be exercised and

performed by such separate Delaware Trustee or co-Delaware Trustee, but

solely at the discretion of the Delaware Trustee;

(ii) the Administrator and the Delaware Trustee acting jointly may at any time

accept the resignation of or remove any separate Delaware Trustee or

co-Delaware Trustee; and

(iii)no Delaware Trustee shall be personally liable by reason of the act or

omission of any other Delaware Trustee under the Trust Agreement.

deemed to have been given to each of the then separate Delaware Trustee and

co-Delaware Trustee, as effectively as if given to each of them. Every

instrument appointing any separate Delaware Trustee or co-Delaware Trustee

shall refer to this Section 8.5 and the conditions of this Article 8. Each

separate Delaware Trustee and co-Delaware Trustee, upon its acceptance of

the trusts conferred, shall be vested with the estates or property

specified in its instruments of appointment, either jointly with the

Delaware Trustee or separately, as may be provided therein, subject to all

the provisions of the Trust Agreement, specifically including every

provision of the Trust Agreement relating to the conduct of, affecting the

liability of, or affording protection to, the Delaware Trustee. Each such

instrument shall be filed with the Delaware Trustee and a copy thereof

given to the Administrator.

(d) Any separate Delaware Trustee or co-Delaware Trustee may at any time

appoint the Delaware Trustee as its agent or attorney-in-fact with full

power and authority, to the extent not prohibited by law, to do any lawful

act under or in respect of the Trust Agreement on its behalf and in its

name. If any separate Delaware Trustee or co-Delaware Trustee shall become

incapable of acting, resign or be removed, all of its estates, properties,

rights, remedies and trusts shall vest in and be exercised by the Delaware

Trustee, to the extent permitted by law, without the appointment of a new

or successor Delaware Trustee.

SECTION 8.6 Delaware Trustee May Own Notes. Except to the extent prohibited

under the terms of the Notes, the Delaware Trustee, in its individual or any

other capacity, may become the beneficial owner or pledgee of Notes, to the

extent that such ownership does not inhibit the Trust from relying on the

applicable exemption from registration as an "investment company" under the

Investment Company Act, with the same rights as it would have if it were not the

Delaware Trustee; provided, that any Notes so owned or pledged shall not be

entitled to participate in any decisions made or instructions given to the

Delaware Trustee or the Indenture Trustee by the Holders as a group. Except as

provided in this Section 8.6, the Delaware Trustee may deal with the Trust and

the Trust Beneficial Owner in banking and trustee transactions with the same

rights as it would have if it were not the Delaware Trustee.

ARTICLE 9

MISCELLANEOUS PROVISIONS

SECTION 9.1 Limitation on Rights of Others.

The death, bankruptcy, termination, dissolution or incapacity of any

Person having an interest, beneficial or otherwise, in the Trust shall not

operate to terminate the Trust Agreement, nor to annul, dissolve or terminate

the Trust, nor to entitle the legal successors, representatives or heirs of any

such Person, to claim an accounting, take any action or bring any proceeding in

any court for a partition or winding up of the arrangements contemplated by the

Trust Agreement, nor otherwise affect the rights, obligations and liabilities of

the parties to the Trust Agreement or any of them.

SECTION 9.2 Amendments.

(a) The Trust Agreement may be amended from time to time by the Delaware

Trustee and the Administrator by a written instrument executed by the

Delaware Trustee and the Administrator, in any way that is not inconsistent

with the intent of the Trust Agreement, including, without limitation to:

(i) cure any ambiguity, (ii) correct, supplement or modify any provision of

the Trust Agreement that is inconsistent with another provision of the

Trust Agreement or (iii) modify, eliminate or add to any provisions of the

Trust Agreement to the extent necessary to ensure that the Trust will, at

all times, for United States Federal income tax purposes will be either

ignored or treated as a grantor trust or to ensure that the Trust will not

be required to register as an investment company under the Investment

Company Act and no such amendment shall require the consent of any other

Person, except to the extent specified in Sections 9.2(c) and 9.2(d).

(b) So long as any Notes remain outstanding, except as provided in Sections

9.2(c) and 9.2(d), any amendment to the Trust Agreement that would

adversely affect, in any material respect, the terms of any Notes, other

than any amendment of the type contemplated by clause (iii) of Section

9.2(a), shall require the prior consent of the Holders of a majority of the

outstanding principal amount of the Notes.

amended to (i) change the amount or timing of any payment of any Notes or

(ii) impair the right of any Holder to institute suit for the enforcement

of any right for principal and interest or other distribution without the

consent of each affected Holder.

(d) The Delaware Trustee shall not be required to enter into any amendment to

the Trust Agreement which adversely affects its own rights, duties or

immunities under the Trust Agreement.

(e) Prior to the execution of any amendment to the Trust Agreement, the

Delaware Trustee shall be entitled to an opinion of counsel as to whether

such amendment is permitted by the terms of the Trust Agreement and whether

all conditions precedent to such amendment have been met, in each case

under the laws of the State of Delaware.

(f) Promptly after the execution of any such amendment or consent, the

Administrator shall furnish a copy of such amendment or consent (including

those obtained or effected by the Trust Agreement) to the Indenture

Trustee, the Trust Beneficial Owner, the Agents and the Rating Agencies.

(g) Contemporaneously with, or promptly after, the execution of any amendment

to the Trust Agreement requiring amendment to the Certificate of Trust, the

Delaware Trustee shall cause the filing of such amendment to the

Certificate of Trust with the Secretary of State.

(h) Notwithstanding any other provision of the Trust Agreement, no amendment to

the Trust Agreement may be made (i) if such amendment would cause (A) the

Trust not to be either ignored or treated as a "grantor trust" for United

States Federal income tax purposes or (B) the Notes to be treated as other

than indebtedness of Allstate Life and (ii) no amendment to the Trust

Agreement may be made without the prior consent of Allstate Life.

SECTION 9.3 Notices. All demands, notices, instructions and other communications

shall be in writing (including telecopied or telegraphic communications) and

shall be personally delivered, mailed or transmitted by telecopy or telegraph,

respectively, addressed as set forth below (or, in the case of any other

relevant party, addressed as set forth in a separate notice delivered to all

relevant parties):

If to Delaware Trustee:

Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-0001

Attention: Corporate Trust Administration

Facsimile: (302) 636-4140

If to the Trust Beneficial Owner:

Allstate Life Global Funding

c/o AMACAR Pacific Corp.

6525 Morrison Boulevard, Suite 318

Charlotte, North Carolina 28211

Attention: President

Facsimile: (704) 365-1632

If to the Administrator:

AMACAR Pacific Corp.

6525 Morrison Blvd., Suite 318

Charlotte, North Carolina 28211

Attention: Douglas K. Johnson

Facsimile: (704) 365-1632

with a copy to:

Tannenbaum Helpern Syracuse & Hirschtritt LLP

900 3rd Avenue

New York, NY 10022

Attention: Stephen Rosenberg

Facsimile: (212) 371-1084

If to the Indenture Trustee:

J.P. Morgan Trust Company, National Association

201 North Central Avenue

Phoenix, AZ 85004

Attention: Donna V. Fanning

Facsimile: (623) 551-8801

If to the Rating Agencies:

Standard & Poor's Ratings Services,

a division of The McGraw-Hill Companies, Inc.

55 Water Street

New York, NY 10041

Attention: Capital Markets

Facsimile: (212) 438-5215

Moody's Investors Service Inc.

99 Church Street

New York, NY 10007

Attention: Life Insurance Group

Facsimile: (212) 553-4805

or at such other address as shall be designated by any such party in a written

notice to the other parties. Notwithstanding the foregoing, any notice required

or permitted to be mailed to the Trust Beneficial Owner shall be given by first

class mail, postage prepaid, at Allstate Life Global Funding, c/o AMACAR Pacific

Corp., 6525 Morrison Blvd., Suite 318, Charlotte, North Carolina 28211, and any

notices mailed within the time prescribed in the Trust Agreement shall be

conclusively presumed to have been duly given, whether or not the Trust

Beneficial Owner received such notice. Any notice required or permitted to be

mailed to any Holder of a Note shall be given as specified in the Indenture.

SECTION 9.4 No Recourse. The Trust Beneficial Owner acknowledges that its

beneficial interest in the Trust does not represent an obligation of Allstate

Life, the Delaware Trustee, the Administrator, the Indenture Trustee or any

Affiliate of any of the foregoing and no recourse may be had against such

parties or their assets, except as may be expressly set forth or contemplated in

the Trust Agreement or the Indenture.

SECTION 9.5 Limited Recourse. Notwithstanding anything to the contrary contained

in the Trust Agreement, the obligations of the Trust under the Trust Agreement

and all Program Documents and other documents or instruments entered into by the

Trust, are solely the obligations of the Trust and shall be payable solely to

the extent of funds received by and available to the Trust under the Funding

Agreements, the other Collateral and the Support Agreement. No recourse shall be

had for the payment of any amount owing in respect of any obligation of, or

claim against, the Trust arising out of or based upon the Trust Agreement, the

Notes or any other Program Document against any holder of a beneficial interest,

employee, agent, officer or Affiliate of the Trust and, except as specifically

provided in the Trust Agreement and in the other Program Documents, no recourse

shall be had for the payment of any amount owing in respect of any obligation

of, or claim against, the Trust arising out of or based upon the Trust

Agreement, the Notes or any other Program Documents against the Indenture

Trustee, the Delaware Trustee, the Administrator, Allstate Life, the Agents or

any of their respective holders of beneficial interests, employees, agents,

officers, directors, incorporators or Affiliates.

SECTION 9.6 No Petition. To the extent permitted by applicable law, each of the

Delaware Trustee and the Administrator covenants and agrees, and the Trust

Beneficial Owner by its acceptance of a beneficial interest in the Trust will be

deemed to have covenanted and agreed, that it will not institute against, or

join with any other Person in instituting against, the Trust any bankruptcy,

reorganization, arrangement, insolvency or liquidation proceedings, or other

proceedings under any applicable bankruptcy or similar law. This Section 9.6

shall survive termination of the Trust Agreement.

SECTION 9.7 Governing Law. The Trust Agreement shall be governed by, and

construed in accordance with, the laws of the State of Delaware, without regard

to its choice of law principles.

SECTION 9.8 Severability. If any provision in the Trust Agreement shall be

invalid, illegal or unenforceable, such provisions shall be deemed severable

from the remaining provisions of the Trust Agreement and shall in no way affect

the validity or enforceability of such other provisions of the Trust Agreement.

SECTION 9.9 Third Party Beneficiaries. The Trust Agreement shall inure to the

benefit of and be binding upon the parties to the Trust Agreement and their

respective successors and permitted assigns. Except as otherwise provided in the

Trust Agreement, no other Person shall have any right or obligation under the

Trust Agreement.

SECTION 9.10 Counterparts. The Trust Agreement and any amendments,

modifications, restatements, supplements and/or replacements of the Trust

Agreement, or waivers or consents to the Trust Agreement, may be executed in any

number of counterparts, and by different parties to the Trust Agreement in

separate counterparts, each of which, when so executed and delivered, shall be

deemed to be an original and all of which counterparts, when taken together,

shall constitute one and the same instrument. The Trust Agreement shall become

effective upon the execution of a counterpart to each of the parties to the

Trust Agreement.

<PAGE>

EXHIBIT B

STANDARD ADMINISTRATIVE SERVICES AGREEMENT TERMS

B-1

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

STANDARD ADMINISTRATIVE SERVICES AGREEMENT TERMS

with respect to

ALLSTATE LIFE GLOBAL FUNDING TRUSTS

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

<PAGE>

TABLE OF CONTENTS

<TABLE>

PAGE

ARTICLE 1 DEFINITIONS; OTHER DEFINITIONAL PROVISIONS

Section 1.1. Covenants..............................................................................1

Section 1.2. Definitions............................................................................1

Section 1.3. Other Definitional Provisions..........................................................4

ARTICLE 2 APPOINTMENT; ADMINISTRATIVE SERVICES

Section 2.1. Appointment............................................................................4

Section 2.2. Administrative Services................................................................5

ARTICLE 3 ACTIVITIES OF THE TRUST; EMPLOYEES; OFFICES.

Section 3.1. Activities of the Trust................................................................7

Section 3.2. Employees..............................................................................7

Section 3.3. Offices................................................................................8

ARTICLE 4 COMPENSATION; INDEMNITIES

Section 4.1. Compensation...........................................................................8

Section 4.2. Indemnities............................................................................8

ARTICLE 5 TERM

Section 5.1. Term...................................................................................8

ARTICLE 6 OBLIGATION TO SUPPLY INFORMATION

Section 6.1. Obligation to Supply Information.......................................................9

Section 6.2. Reliance on Information................................................................9

ARTICLE 7 LIABILITY OF ADMINISTRATOR; STANDARD OF CARE

Section 7.1. Liability of Administrator.............................................................9

Section 7.2. No Implied Obligations.................................................................9

Section 7.3. Standard of Care.......................................................................9

ARTICLE 8 LIMITED RECOURSE

Section 8.1. Limited Recourse to Trust.............................................................10

Section 8.2. No Recourse to Trustees and Agents....................................................10

ARTICLE 9 TAX MATTERS

Section 9.1. Income Tax Treatment..................................................................10

ARTICLE 10 MISCELLANEOUS

Section 10.1. Amendments............................................................................10

Section 10.2. No Joint Venture......................................................................11

Section 10.3. Assignment............................................................................11

Section 10.4. Governing Law, Consent to Jurisdiction; Waiver of Jury Trial..........................11

Section 10.5. Counterparts..........................................................................11

Section 10.6. Limitation of Delaware Trustee Liability..............................................12

Section 10.7. No Petition...........................................................................12

Section 10.8. Severability..........................................................................12

Section 10.9. Entire Agreement......................................................................12

Section 10.10. Administrator to Provide Access to Books and Records..................................12

Section 10.11. No Waiver.............................................................................13

Section 10.12. Remedies Cumulative...................................................................13

Section 10.13. Notices...............................................................................13

</TABLE>

<PAGE>

This document constitutes the Standard Administrative Services

Agreement Terms, which will be incorporated by reference in, and form a part of,

the Administrative Services Agreement (as defined below).

These Standard Administrative Services Agreement Terms shall be of no

force and effect unless and until incorporated by reference in, and then only to

the extent not modified by, the Administrative Services Agreement.

These Standard Administrative Services Agreement Terms shall govern the

administration of the activities of the Trust, subject to contrary terms and

provisions expressly adopted in the Administrative Services Agreement, which

contrary terms shall be controlling.

ARTICLE 1

DEFINITIONS; OTHER DEFINITIONAL PROVISIONS

Section 1.1. Covenants. The Trust repeats and reaffirms to the

Administrator the covenants of the Trust set forth in Article 4 of the

Standard Indenture Terms.

Section 1.2. Definitions.

"Administration Fee" has the meaning ascribed in Section 4.1.

"Administrative Services Agreement" means that certain Administrative

Services Agreement included in Part B of the Series Instrument, and which

incorporates by reference these Standard Administrative Services Agreement

Terms, by and between the Trust and the Administrator, as the same may be

amended, modified or supplemented from time to time.

"Administrator" means AMACAR Pacific Corp., a Delaware corporation, in

its capacity as the sole administrator of the Trust pursuant to the

Administrative Services Agreement, and its successors.

"Affiliate" means, as applied to any Person, any other Person directly

or indirectly controlling, controlled by, or under common control with, that

Person and, in the case of an individual, any spouse or other member of that

individual's immediate family. For the purposes of this definition, "control"

(including with correlative meanings, the terms "controlling", "controlled by"

and "under common control with"), as applied to any Person, means the

possession, directly or indirectly, of the power to direct or cause the

direction of the management and policies of that Person, whether through the

ownership of voting securities or by contract or otherwise.

"Agents" has the meaning set forth in the Distribution Agreement.

"Allstate Life" means Allstate Life Insurance Company, a stock life

insurance company organized and licensed under the laws of the State of

Illinois, and any successor.

"Closing Instrument" means the closing instrument of the Trust,

pursuant to which the Indenture is entered into, and certain other documents are

executed, in connection with the issuance of the Notes by the Trust.

"Collateral" means, with respect to the Notes, the right, title and

interest of the Trust in and to (a) the Funding Agreement(s) held by the Trust,

(b) all proceeds of such Funding Agreement(s) and (c) all books and records

pertaining to the Funding Agreement(s).

"Commission" has the meaning ascribed in Section 2.2(d).

"Coordination Agreement" means that certain Coordination Agreement

included in Part F of the Series Instrument, among Allstate Life Insurance

Company, the Trust and the Indenture Trustee, as the same may be amended,

modified or supplemented from time to time.

"Delaware Trustee" means Wilmington Trust Company, a Delaware banking

corporation, in its capacity as the sole Delaware trustee of the Trust and its

successors.

"Distribution Agreement" means that certain Distri

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