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                                                                     EXHIBIT 4.5

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                            STANDARD INDENTURE TERMS

                                 WITH RESPECT TO

                       ALLSTATE LIFE GLOBAL FUNDING TRUSTS


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                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                            PAGE
   <S>                                                                                        <C>
                                            ARTICLE 1
                                           DEFINITIONS

   SECTION 1.1    CERTAIN TERMS DEFINED........................................................1
   SECTION 1.2    INTERPRETATION...............................................................9

                                            ARTICLE 2
                                            THE NOTES

   SECTION 2.1    AMOUNT UNLIMITED............................................................10
   SECTION 2.2    STATUS OF NOTES.............................................................10
   SECTION 2.3    FORMS GENERALLY.............................................................10
   SECTION 2.4    CURRENCY; DENOMINATIONS.....................................................11
   SECTION 2.5    EXECUTION, AUTHENTICATION, DELIVERY AND DATE................................12
   SECTION 2.6    REGISTRATION, TRANSFER AND EXCHANGE.........................................12
   SECTION 2.7    MUTILATED, DESTROYED, LOST OR STOLEN NOTE CERTIFICATES......................14
   SECTION 2.8    INTEREST RECORD DATES.......................................................15
   SECTION 2.9    CANCELLATION................................................................16
   SECTION 2.10   GLOBAL SECURITIES...........................................................16
   SECTION 2.11   WITHHOLDING TAX.............................................................17
   SECTION 2.12   TAX TREATMENT...............................................................18

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

   SECTION 3.1    REDEMPTION OF NOTES.........................................................18
   SECTION 3.2    REPAYMENT AT THE OPTION OF THE HOLDER.......................................21
   SECTION 3.3    REPURCHASE OF NOTES.........................................................22
   SECTION 3.4    SINKING FUNDS...............................................................23

                                            ARTICLE 4
                    PAYMENTS; PAYING AGENTS AND CALCULATION AGENT; COVENANTS

   SECTION 4.1    PAYMENT OF PRINCIPAL AND INTEREST...........................................23
   SECTION 4.2    OFFICES FOR PAYMENTS, ETC...................................................26
   SECTION 4.3    APPOINTMENT TO FILL A VACANCY IN OFFICE OF INDENTURE TRUSTEE................26
   SECTION 4.4    PAYING AGENTS...............................................................26
   SECTION 4.5    CALCULATION AGENT...........................................................30
   SECTION 4.6    CERTIFICATE TO INDENTURE TRUSTEE............................................32
   SECTION 4.7    NEGATIVE COVENANTS..........................................................32
   SECTION 4.8    ADDITIONAL AMOUNTS..........................................................35
</Table>

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<Table>
   <S>                                                                                        <C>
                                            ARTICLE 5
                REMEDIES OF THE INDENTURE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

   SECTION 5.1    EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY; WAIVER OF DEFAULT.......36
   SECTION 5.2    COLLECTION OF INDEBTEDNESS BY INDENTURE TRUSTEE; INDENTURE TRUSTEE MAY
                  PROVE DEBT..................................................................39
   SECTION 5.3    APPLICATION OF PROCEEDS.....................................................41
   SECTION 5.4    SUITS FOR ENFORCEMENT.......................................................42
   SECTION 5.5    RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS.........................43
   SECTION 5.6    LIMITATIONS ON SUITS BY HOLDERS.............................................43
   SECTION 5.7    POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER OF DEFAULT.....44
   SECTION 5.8    CONTROL BY THE HOLDERS......................................................44
   SECTION 5.9    WAIVER OF PAST DEFAULTS.....................................................45

                                            ARTICLE 6
                                      THE INDENTURE TRUSTEE

   SECTION 6.1    CERTAIN DUTIES AND RESPONSIBILITIES.........................................45
   SECTION 6.2    CERTAIN RIGHTS OF THE INDENTURE TRUSTEE.....................................46
   SECTION 6.3    NOT RESPONSIBLE FOR RECITALS, VALIDITY OF THE NOTES OR APPLICATION OF
                  THE PROCEEDS................................................................48
   SECTION 6.4    MAY HOLD NOTES; COLLECTIONS, ETC............................................48
   SECTION 6.5    FUNDS HELD BY INDENTURE TRUSTEE.............................................48
   SECTION 6.6    COMPENSATION; REIMBURSEMENT; INDEMNIFICATION................................48
   SECTION 6.7    CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.....................................49
   SECTION 6.8    RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE...................50
   SECTION 6.9    ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE..............................51
   SECTION 6.10   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS OF
                  INDENTURE TRUSTEE...........................................................52
   SECTION 6.11   LIMITATIONS ON RIGHTS OF INDENTURE TRUSTEE AS CREDITOR......................52

                                            ARTICLE 7
                    HOLDERS' LISTS AND REPORTS BY INDENTURE TRUSTEE AND TRUST

   SECTION 7.1    TRUST TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES OF HOLDERS...........52
   SECTION 7.2    PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS.......................53
   SECTION 7.3    REPORTS BY INDENTURE TRUSTEE................................................53
   SECTION 7.4    REPORTS BY TRUST............................................................54
   SECTION 7.5    COMPLIANCE CERTIFICATES AND AUDITOR'S REPORTS...............................55

                                            ARTICLE 8
                                     CONCERNING EACH HOLDER

   SECTION 8.1    EVIDENCE OF ACTION TAKEN BY A HOLDER........................................55
</Table>

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<Table>
   <S>                                                                                        <C>
   SECTION 8.2    PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF NOTES...................56
   SECTION 8.3    VOTING RECORD DATE..........................................................56
   SECTION 8.4    PERSONS DEEMED TO BE OWNERS.................................................56
   SECTION 8.5    NOTES OWNED BY TRUST DEEMED NOT OUTSTANDING.................................56
   SECTION 8.6    RIGHT OF REVOCATION OF ACTION TAKEN; BINDING EFFECT OF ACTIONS BY
                  HOLDERS.....................................................................57

                                            ARTICLE 9
                                     SUPPLEMENTAL INDENTURES

   SECTION 9.1    SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS..........................57
   SECTION 9.2    SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.............................59
   SECTION 9.3    COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL INDENTURE.......60
   SECTION 9.4    DOCUMENTS TO BE GIVEN TO INDENTURE TRUSTEE..................................60
   SECTION 9.5    NOTATION ON NOTE CERTIFICATES IN RESPECT OF SUPPLEMENTAL INDENTURES.........60

                                           ARTICLE 10
                            CONSOLIDATION, MERGER, SALE OR CONVEYANCE

   SECTION 10.1   TRUST MAY MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY UNDER CERTAIN
                  CIRCUMSTANCES...............................................................60

                                           ARTICLE 11
                    SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED FUNDS

   SECTION 11.1   SATISFACTION AND DISCHARGE OF INDENTURE.....................................61
   SECTION 11.2   APPLICATION BY INDENTURE TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT OF NOTES....62
   SECTION 11.3   REPAYMENT OF FUNDS HELD BY PAYING AGENT.....................................62
   SECTION 11.4   RETURN OF FUNDS HELD BY INDENTURE TRUSTEE AND PAYING AGENT..................62

                                           ARTICLE 12
                                  MEETINGS OF HOLDERS OF NOTES

   SECTION 12.1   PURPOSES FOR WHICH MEETINGS MAY BE CALLED...................................62
   SECTION 12.2   CALL, NOTICE AND PLACE OF MEETINGS..........................................62
   SECTION 12.3   PERSONS ENTITLED TO VOTE AT MEETINGS........................................63
   SECTION 12.4   QUORUM; ACTION..............................................................63
   SECTION 12.5   DETERMINATION OF VOTING RIGHTS; CONDUCT OF ADJOURNMENT OF MEETINGS..........64
   SECTION 12.6   COUNTING VOTES AND RECORDING ACTION OF MEETINGS.............................65

                                           ARTICLE 13
                                    MISCELLANEOUS PROVISIONS

   SECTION 13.1   NO RECOURSE.................................................................65
</Table>

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<Table>
   <S>                                                                                        <C>
   SECTION 13.2   PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND HOLDERS.........66
   SECTION 13.3   SUCCESSORS AND ASSIGNS OF TRUST BOUND BY INDENTURE..........................66
   SECTION 13.4   NOTICES AND DEMANDS ON TRUST, INDENTURE TRUSTEE AND ANY HOLDER..............66
   SECTION 13.5   TRUST CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO BE
                  CONTAINED THEREIN...........................................................68
   SECTION 13.6   GOVERNING LAW...............................................................69
   SECTION 13.7   COUNTERPARTS................................................................70
   SECTION 13.8   TRUST INDENTURE ACT TO CONTROL..............................................70
   SECTION 13.9   JUDGMENT CURRENCY...........................................................70

                                           ARTICLE 14
                                        SECURITY INTEREST

   SECTION 14.1   SECURITY INTEREST...........................................................71
   SECTION 14.2   REPRESENTATIONS AND WARRANTIES..............................................71
   SECTION 14.3   ADDITIONAL REPRESENTATIONS AND WARRANTIES...................................72
   SECTION 14.4   FURTHER ASSURANCES; COVENANTS...............................................74
   SECTION 14.5   GENERAL AUTHORITY...........................................................75
   SECTION 14.6   REMEDIES UPON EVENT OF DEFAULT..............................................75
   SECTION 14.7   LIMITATION ON DUTIES OF INDENTURE TRUSTEE WITH RESPECT TO COLLATERAL........76
   SECTION 14.8   CONCERNING THE INDENTURE TRUSTEE............................................76
   SECTION 14.9   TERMINATION OF SECURITY INTEREST............................................77
</Table>

EXHIBIT A-1  FORM OF GLOBAL SECURITY FOR SECURED MEDIUM TERM NOTES PROGRAM
EXHIBIT A-2  FORM OF DEFINITIVE SECURITY FOR SECURED MEDIUM TERM NOTES PROGRAM
EXHIBIT A-3  FORM OF GLOBAL SECURITY FOR ALLSTATE LIFE(SM) CORENOTES(SM) PROGRAM
EXHIBIT A-4  FORM OF DEFINITIVE SECURITY FOR ALLSTATE LIFE(SM) CORENOTES(SM)
             PROGRAM
EXHIBIT B    FORM OF CERTIFICATE OF AUTHENTICATION
EXHIBIT C    FORM OF ANNUAL STATEMENT OF COMPLIANCE

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                              RECONCILIATION TABLE

<Table>
<Caption>
Trust Indenture Act Section                     Standard Indenture Terms Section
<S>                                                                      <C>
Section 310(a)(1)............................................................6.7
 (a)(2)......................................................................6.7
 (b).........................................................................6.8
Section 311(a)..............................................................6.11
Section 312(a) ..............................................................7.1
 (b).........................................................................7.2
 (c).........................................................................7.2
Section 313(a)............................................................7.3(b)
 (b)......................................................................7.3(c)
 (c)......................................................................7.3(d)
 (d)......................................................................7.3(d)
Section 314(a) ..............................................................7.4
(b).......................................................................7.3(f)
(c)(1) ..................................................................13.5(a)
 (c)(2) .................................................................13.5(a)
 (e).....................................................................13.5(b)
 (f).....................................................................13.5(a)
Section 315(c) ...........................................................6.1(b)
Section 316(a) (last sentence) ..............................................8.5
 (a)(1)(A)...................................................................5.8
 (a)(1)(B)...................................................................5.9
 (b).........................................................................5.6
Section 317(a)(1).........................................................5.2(c)
 (a)(2) ..................................................................5.2(c)
 (b)......................................................................4.4(a)
Section 318(a) .............................................................13.8
 (c) .......................................................................13.8
</Table>

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

     Attention should also be directed to Section 318(c) of the Trust Indenture
Act, which provides that certain provisions of Sections 310 to and including 317
are a part of and govern every qualified indenture, whether or not physically
contained in the Indenture.

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          This document constitutes the Standard Indenture Terms, which will
be incorporated by reference in, and form a part of, the Indenture (as
defined below), by and among the Trust (as defined below) and the Indenture
Trustee (as defined below).

          These Standard Indenture Terms shall be of no force and effect unless
and until incorporated by reference into, and then only to the extent not
modified by, such Indenture.

          The following Standard Indenture Terms shall govern the Notes subject
to contrary terms and provisions expressly adopted in the Indenture, any
Supplemental Indenture or the Notes, which contrary terms shall be controlling.

                                    ARTICLE 1
                                   DEFINITIONS

     SECTION 1.1    CERTAIN TERMS DEFINED. The following terms shall have the
meanings specified in this Section for all purposes of the Indenture and the
Notes, unless otherwise expressly provided. All other terms used in the
Indenture which are defined in the Trust Indenture Act or which are by reference
therein defined in the Securities Act shall have the meanings (except as
otherwise expressly provided in the Indenture or unless the context otherwise
clearly requires) assigned to such terms in the Trust Indenture Act and in the
Securities Act as in force at the date of the Indenture as originally executed.

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

     "ADMINISTRATIVE SERVICES AGREEMENT" means that certain administrative
services agreement included in Part B of the Series Instrument, by and between
the Trust and the Administrator, as the same may be amended, modified, restated,
supplemented and/or replaced from time to time.

     "ADMINISTRATOR" means AMACAR Pacific Corp., a Delaware corporation, in its
capacity as the sole administrator of the Trust, and its permitted successors
and assigns.

     "AFFILIATE" means, as applied to any Person, any other Person directly or
indirectly controlling, controlled by, or under common control with, that Person
and, in the case of an individual, any spouse or other member of that
individual's immediate family. For the purposes of this definition, "control"
(including with correlative meanings, the terms "controlling", "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of that Person, whether through the
ownership of voting securities or by contract or otherwise.

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

     "AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT" means that certain
Amended and Restated Administrative Services Agreement dated as of - , 2004,
between

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AMACAR Pacific Corp. and Global Funding, as the same may be amended, restated,
modified, supplemented or replaced from time to time.

     "ANNUAL REDEMPTION PERCENTAGE REDUCTION" has the meaning specified in the
Note Certificate(s).

     "BOOK-ENTRY NOTE" means a Note, the registered ownership of which is
represented by a Global Security.

     "BUSINESS DAY" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The City of New York;
PROVIDED, HOWEVER, that, with respect to Foreign Currency Notes, the day must
also not be a day on which commercial banks are authorized or required by law,
regulation or executive order to close in the Principal Financial Center of the
country issuing the Specified Currency (or, if the Specified Currency is Euro,
the day must also be a day on which the Target System is open).

     "CALCULATION AGENT" means the Indenture Trustee in its capacity as
calculation agent or any other Person specified as calculation agent with
respect to any Notes in the Note Certificate(s).

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

     "CLEARING CORPORATION" means DTC, or any other clearing system specified in
the Note Certificate(s) and their respective successors and "CLEARING
CORPORATIONS" means all of the foregoing.

     "CLOSING INSTRUMENT" means the closing instrument of the Trust, pursuant to
which the Indenture is entered into, and certain other documents are executed,
in connection with the issuance of the Notes by the Trust.

     "CODE" means the United States Internal Revenue Code of 1986, as amended,
including any successor statutes and any applicable rules, regulations, notices
or orders promulgated thereunder.

     "COLLATERAL" means, with respect to the Notes, the right, title and
interest of the Trust in and to (i) each Funding Agreement held in the Trust,
(ii) all Proceeds in respect of each such Funding Agreement and (iii) all books
and records (including without limitation, computer programs, printouts and
other computer materials and files) of the Trust pertaining to the Funding
Agreement(s).

     "COMMISSION" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, as amended,
or, if at any time after the execution of the Indenture such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

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     "COORDINATION AGREEMENT" means that certain Coordination Agreement included
in Part F of the Series Instrument, among Allstate Life Insurance Company, the
Trust and the Indenture Trustee, as the same may be amended, modified or
supplemented from time to time.

     "CORPORATE TRUST OFFICE" means the office of the Indenture Trustee at which
the Indenture shall, at any particular time, be administered, which office is,
at the date as of the Indenture located at 201 North Central Avenue, Phoenix, AZ
85004, except that for the purposes of Section 4.2 it shall be 4 New York Plaza,
1st Floor, New York, New York 10004, or such other location as may be specified
in or pursuant to the Note Certificate(s).

     "DEBT" of any Person means, at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, all obligations of such Person as lessee which are capitalized in
accordance with generally accepted accounting principles, (iv) all contingent
and non-contingent obligations of such Person to reimburse any bank or other
Person in respect of amounts paid under a letter of credit or similar
instrument, (v) all Debt secured by a Lien on any asset of such Person, whether
or not such Debt is otherwise an obligation of such Person, and (vi) all
Guarantees by such Person of Debt of another Person (each such Guarantee to
constitute Debt in an amount equal to the amount of such other Person's Debt
Guaranteed thereby).

     "DEFAULTED INTEREST" has the meaning specified in Section 2.8(b).

     "DEFINITIVE SECURITY" means any Note Certificate which is not a Global
Security.

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

     "DEPOSITARY" shall mean, if the Notes are represented by one or more Global
Securities, the Clearing Corporation or its agent or nominee designated as
Depositary by the Trust pursuant to Section 2.10 until a successor Depositary
shall have become such pursuant to the applicable provisions of the Indenture,
and thereafter "DEPOSITARY" shall mean or include each Person who is then a
Depositary under the Indenture. The Depositary must, at the time of its
designation and at all times while it serves as Depositary, be a clearing agency
registered under the Exchange Act and any other applicable statute or
regulation. Unless otherwise specified in the Note Certificate(s), the
"DEPOSITARY" shall initially be DTC.

     "DISTRIBUTION AGREEMENT" means that certain Distribution Agreement dated as
of -, 2003, by and among Global Funding and the Agents named therein, as the
same may be amended, restated, modified or supplemented from time to time.

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

     "ENTITLEMENT HOLDER" means any Person in whose name Notes are credited to a
securities account maintained in the name of such Person on the books and
records of a Clearing Corporation or other Securities Intermediary.

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     "EURO" means the currency introduced at the start of the third stage of the
European economic and monetary union pursuant to the treaty establishing the
European Community, as amended by the Treaty on European Union.

     "EVENT OF DEFAULT" means any event or condition specified as such in
Section 5.1 which shall have continued for the period of time, if any, therein
designated.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     "EXCHANGE EVENT" has the meaning set forth in Section 2.10(b).

     "EXCHANGE RATE AGENT" means the Indenture Trustee in its capacity as
exchange rate agent or any other person specified as exchange rate agent with
respect to any Notes in the Note Certificate(s).

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

     "FUNDING AGREEMENT" means each funding agreement issued by the Funding
Agreement Provider to Global Funding, which is immediately sold to and deposited
into, the Trust by Global Funding, and immediately pledged and collaterally
assigned by the Trust to the Indenture Trustee for the benefit of the Holders of
the Notes, as the same may be modified, restated, replaced, supplemented or
otherwise amended from time to time in accordance with the terms thereof.

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

     "FUNDING NOTE" has the meaning set forth in Part F of the Series
Instrument.

     "GLOBAL FUNDING" means Allstate Life Global Funding, a statutory trust
formed under the laws of the State of Delaware.

     "GLOBAL SECURITY" means a single Note Certificate deposited with the
Depositary and registered in the name of a Clearing Corporation or its agent or
nominee representing the entire issue of Book-Entry Notes, or if the rules of
the applicable Clearing Corporation or the applicable securities laws or
regulations of any jurisdiction limit the maximum principal amount of Note
Certificates, each of the minimum number of Note Certificates so deposited and
registered that are required to comply with such laws, regulations and rules
while representing in the aggregate the entire issue of Book-Entry Notes.

     "GUARANTEE" by any Person means any obligation, contingent or otherwise, of
such Person directly or indirectly guaranteeing any Debt of any other Person
and, without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Debt (whether
arising by virtue of partnership arrangements, by virtue of an agreement to
keep-well, to purchase assets, goods, securities or services, to take-or-pay, or
to maintain financial statement conditions or otherwise), (ii) to reimburse a
bank for amounts drawn under a letter of credit for the purpose of paying such
Debt or (iii) entered into for the purpose of assuring in any

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other manner the holder of such Debt of the payment thereof or to protect such
holder against loss in respect thereof (in whole or in part); PROVIDED that the
term "GUARANTEE" shall not include endorsements for collection or deposit in the
ordinary course of business.

     The term "GUARANTEE" used as a verb has a corresponding meaning.

     "HOLDER" means, with respect to any Note, the Person in whose name such
Note is registered in the Note Register.

     "HOLDER REPRESENTATIVE" has the meaning set forth in Section 5.8(a).

     "INCORPORATED PROVISION" has the meaning set forth in Section 13.8.

     "INDENTURE" means that certain Indenture included in Part A of the
Closing Instrument, and which incorporates by reference these Standard
Indenture Terms, between the Trust and the Indenture Trustee, as the same may
be amended, restated or supplemented from time to time.

     "INDENTURE TRUSTEE" means J.P. Morgan Trust Company, National Association,
and its successors.

     "INITIAL REDEMPTION DATE" means, with respect to any Note or portion
thereof to be redeemed pursuant to Section 3.1(b), the date on or after which
such Note or portion thereof may be redeemed as determined by or pursuant to the
Indenture or a Note Certificate of Supplemental Indenture.

     "INITIAL REDEMPTION PERCENTAGE" has the meaning specified in the Note
Certificate(s).

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

     "INTEREST RESET DATE" has the meaning specified in the Note Certificate(s).

     "LIBOR", has the meaning ascribed in the Note Certificate(s).

     "LIBOR CURRENCY" means the currency specified in the Note Certificate(s) as
to which LIBOR shall be calculated or, if no currency is specified in the
applicable Note Certificate, United States dollars.

     "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind, or any other type of
preferential arrangement that has substantially the same practical effect as a
security interest, in respect of such asset. For purposes hereof, the Trust
shall be deemed to own subject to a Lien any asset which it has acquired or
holds subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement relating to such
asset.

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

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

     "NAME LICENSING AGREEMENT" means that certain Name Licensing Agreement
included in Part D of the Series Instrument, between Allstate Insurance Company
and the Trust, as the same may be amended, restated, modified, supplemented or
replaced from time to time.

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

     "NOTE" means each medium term note issued by the Trust and authenticated by
the Indenture Trustee under the Indenture, each in an authorized denomination
and represented, individually or collectively, by a Note Certificate.

     "NOTE CERTIFICATE" means a security certificate representing one or more
Notes.

     "NOTE REGISTER" has the meaning set forth in Section 2.6(a).

     "OBLIGATIONS" means the obligations of the Trust secured under the Notes
and the Indenture, including (a) all principal of, any premium and interest
payable (including, without limitation, any interest which accrues after the
commencement of any case, proceeding or other action relating to the bankruptcy,
insolvency or reorganization of the Trust, whether or not allowed or allowable
as a claim in any such proceeding) on, and any Additional Amounts with respect
to, the Notes or pursuant to the Indenture, (b) all other amounts payable by the
Trust under the Indenture or under the Notes including all costs and expenses
(including attorneys' fees) incurred by the Indenture Trustee or any Holder
thereof in realizing on the Collateral to satisfy such obligations and (c) any
renewals or extensions of the foregoing.

     "OPINION OF COUNSEL" means an opinion in writing signed by legal counsel
who may be an employee of or counsel to the Trust or the Indenture Trustee or
who may be other counsel satisfactory to the Indenture Trustee. Each such
opinion shall include the statements provided for in Section 13.5 hereof, if and
to the extent required hereby.

     "OUTSTANDING" shall, subject to the provisions of Section 8.5, mean, as of
any particular time, all Notes represented by Note Certificates executed by the
Trust and authenticated and delivered by the Indenture Trustee under the
Indenture, except (a) any Note represented by a Note Certificate theretofore
cancelled by the Indenture Trustee or delivered to the Indenture Trustee for
cancellation; (b) any Note as to which funds for the full payment or redemption
of which in the necessary amount shall have been deposited in trust with the
Indenture Trustee or with any Paying Agent; PROVIDED that if such Note is to be
redeemed prior to the maturity thereof, notice of such redemption shall have
been given as provided in or pursuant to the Indenture, or provision
satisfactory to the Indenture Trustee shall have been made for giving such
notice; and (c) any Note represented by a Note Certificate in substitution for
which one or more other Note Certificates shall have been authenticated and
delivered pursuant to the terms of Section 2.5 or which shall have been paid
(unless proof satisfactory to the Indenture Trustee is

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presented that any of such Note is held by a Person in whose hands such Note is
a legal, valid and binding obligation of the Trust).

     "OWNER" shall, with respect to each Funding Agreement, have the meaning
specified in such Funding Agreement.

     "PAYING AGENT" means the Indenture Trustee in its capacity as paying agent
and its successors, and any other Person specified as paying agent with respect
to any Notes in the Note Certificate(s).

     "PERSON" means any natural person, corporation, limited partnership,
general partnership, joint stock company, joint venture, association, company,
limited liability company, trust (including any beneficiary thereof), bank,
trust company, land trust, trust or other organization, whether or not a legal
entity, and any government or any agency or political subdivision thereof.

     "PRICING SUPPLEMENT" means the pricing supplement included as Annex A to
the Series Instrument.

     "PRINCIPAL AMOUNT" with respect to a Funding Agreement, has the meaning
ascribed in such Funding Agreement.

     "PRINCIPAL FINANCIAL CENTER" means, as applicable (i) the capital city of
the country issuing the Specified Currency; or (ii) the capital city of the
country to which the LIBOR Currency relates; PROVIDED, HOWEVER, that with
respect to United States dollars, Australian dollars, Canadian dollars,
Portuguese escudos, South African rands and Swiss francs, the "Principal
Financial Center" shall be The City of New York, Sydney, Toronto, London (solely
in the case of the LIBOR Currency), Johannesburg and Zurich, respectively.

     "PROCEEDS" means all of the proceeds of, and all other profits, products,
rents, principal payments, interest payments or other receipts, in whatever
form, arising from the collection, sale, lease, exchange, assignment, licensing
or other disposition or maturity of, or other realization upon, a Funding
Agreement, including without limitation all claims of the Trust against third
parties for loss of, damage to or destruction of, or for proceeds payable under,
such Funding Agreement, in each case whether now existing or hereafter arising.

     "REDEMPTION DATE" means, with respect to any Note to be redeemed, pursuant
to Section 3.1(b) or Section 3.1(c), the date of redemption of such Note
specified in the relevant notice of redemption provided to the Indenture Trustee
pursuant to Section 3.1(d).

     "REDEMPTION PRICE" means, with respect to the Notes, an amount equal to the
Initial Redemption Percentage specified in the Note Certificate(s) (as adjusted
by the Annual Redemption Percentage Reduction, if applicable) multiplied by the
unpaid principal amount thereof to be redeemed.

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

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

                                        7
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     "REPAYMENT DATE" means, with respect to any Note or portion thereof to be
repaid pursuant to Section 3.2, the date for the repayment of such Note or
portion thereof as determined by or pursuant to the Indenture or a Note
Certificate or Supplemental Indenture.

     "REPAYMENT PRICE" means, with respect to any Note or portion thereof to be
repaid pursuant to Section 3.2, the price for repayment of such Note or portion
thereof as determined by, or pursuant to, the Indenture or an applicable Note
Certificate or Supplemental Indenture.

     "RESPONSIBLE OFFICER" when used with respect to any Person means the
chairman of the board of directors or any vice chairman of the board of
directors or the president or any vice president (whether or not designated by a
number or numbers or a word or words added before or after the title "vice
president") of such Person. With respect to the Trust, Responsible Officer means
any Responsible Officer (as defined in the preceding sentence) plus any
assistant secretary and any financial services officer of the Delaware Trustee,
and with respect to the Indenture Trustee, Responsible Officer means any
Responsible Officer (as defined in the first sentence of this definition) plus
the chairman of the trust committee, the chairman of the executive committee,
any vice chairman of the executive committee, the cashier, the secretary, the
treasurer, any trust officer, any assistant trust officer, any assistant vice
president, any assistant cashier, any assistant secretary, any assistant
treasurer, or any other authorized officer of the Indenture Trustee customarily
performing functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his knowledge of and familiarity with the particular
subject.

     "SECURITIES ACT" means the Securities Act of 1933, as amended.

     "SECURITIES INTERMEDIARY" means any Person, including any Clearing
Corporation, bank or broker, that in the ordinary course of its business
maintains securities accounts for others and is acting in that capacity.

     "SECURITY INTEREST" has the meaning set forth in Section 14.1(a).

     "SERIES INSTRUMENT" means the series instrument of the Trust, pursuant to
which the Administrative Services Agreement, the Coordination Agreement, the
Name Licensing Agreement, the Support Agreement, the Terms Agreement and the
Trust Agreement are entered into, and certain other documents are executed, in
connection with the issuance of the Notes by the Trust.

     "SPECIAL INTEREST RECORD DATE" has the meaning set forth in Section 2.8(b).

     "SPECIFIED CURRENCY" has the meaning specified in Section 2.4.

     "STATED MATURITY DATE," means with respect to any Note, any installment of
principal thereof, or interest thereon, any premium thereon or any Additional
Amounts with respect thereto, the date established by or pursuant to the
Indenture or Note Certificate or Supplemental Indenture as the date on which the
principal of such Note or such installment of principal or interest or such
premium is, or such Additional Amounts are, due and payable.

     "SUPPLEMENTAL INDENTURE" has the meaning specified in Section 9.1(a).

                                        8
<Page>

     "SUPPORT AGREEMENT" means that certain Support and Expenses Agreement
included in Part C of the Series Instrument, by and between the Funding
Agreement Provider and the Trust, as the same may be amended, modified or
supplemented from time to time.

     "TARGET SYSTEM" means the Trans-European Automated Real Time Gross
Settlement Express Transfer (TARGET) System.

     "TAX EVENT" has the meaning specified in Section 3.1(c).

     "TERMS AGREEMENT" means that certain Terms Agreement included in Part E of
the Series Instrument, by and among Global Funding, the Trust and each Agent
named therein, which will incorporate by reference the terms of the Distribution
Agreement.

     "TRUST" means the Allstate Life Global Funding Trust specified in the
Series Instrument, together with its permitted successors and assigns.

     "TRUST AGREEMENT" means that certain Trust Agreement included in Part A of
the Series Instrument, among the Delaware Trustee, the Administrator and the
Trust Beneficial Owner.

     "TRUST BENEFICIAL OWNER" means Global Funding, in its capacity as the sole
beneficial owner of the Trust, and its successors.

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

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

     "UCC" means the Uniform Commercial Code, as from time to time in effect in
the State of New York; PROVIDED THAT, with respect to the perfection, effect of
perfection or non-perfection, or priority of any security interest in the
Collateral, "UCC" shall mean the applicable jurisdiction whose law governs such
perfection, non-perfection or priority.

     "UNITED STATES", except as otherwise provided in or pursuant to the
Indenture or any Note Certificate, means the United States of America (including
the states thereof and the District of Columbia), its territories and
possessions and other areas subject to its jurisdiction.

     "UNITED STATES DOLLARS", "U.S. DOLLARS" or "$" means lawful currency of the
United States.

     SECTION 1.2    INTERPRETATION. For all purposes of the Indenture except as
otherwise expressly provided or unless the context otherwise requires:

          (a)  the terms defined in this Article shall have the meanings
               ascribed to them in this Article and shall include the plural as
               well as the singular;

          (b)  all accounting terms used and not expressly defined shall have
               the meanings given to them in accordance with United States
               generally

                                        9
<Page>

               accepted accounting principles, and the term "generally accepted
               accounting principles" shall mean such accounting principles
               which are generally accepted at the date or time of any
               computation or at the date of the Indenture;

          (c)  references to Exhibits, Articles, Sections, paragraphs,
               subparagraphs and clauses shall be construed as references to the
               Exhibits, Articles, Sections, paragraphs, subparagraphs and
               clauses of the Indenture;

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

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

                                    ARTICLE 2
                                    THE NOTES

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

     SECTION 2.2    STATUS OF NOTES. The Notes constitute direct, unconditional,
unsubordinated and secured non-recourse obligations of the Trust and rank
equally among themselves.

     SECTION 2.3    FORMS GENERALLY.

          (a)  The Note Certificates, shall be in, or substantially in, the form
               set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3 and Exhibit
               A-4 attached hereto, as applicable, in each case with such
               appropriate insertions, omissions, substitutions and other
               variations as are required or permitted by the Indenture or as
               may in the Trust's judgment be necessary, appropriate or
               convenient to permit the Notes to be issued and sold, or to
               comply, or facilitate compliance, with applicable laws, and may
               have such letters, numbers or other marks of identification and
               such legends or endorsements placed thereon as may be required to
               comply with the rules of any securities exchange on which the
               Notes may be listed, or as may, consistently herewith, be
               determined by the Responsible Officer of the Trust executing such
               Note Certificates, with the approval of the Indenture Trustee, as
               evidenced by his or her execution thereof.

          (b)  Note Certificates may be printed, lithographed, engraved,
               typewritten, photocopied or otherwise produced in any manner as
               the Responsible Officer of the Trust executing such Notes may
               determine.

          (c)  The terms and provisions contained in the Note Certificates and
               in any Supplemental Indenture shall constitute, and are expressly
               made, a part of

                                       10
<Page>

               the Indenture and, to the extent applicable, the Trust and the
               Indenture Trustee, by their execution and delivery of the
               Indenture, expressly agree to such terms and provisions and to be
               bound thereby.

     SECTION 2.4    CURRENCY; DENOMINATIONS.

          (a)  Unless otherwise specified in the Note Certificates or in any
               Supplemental Indenture, Notes will be denominated in, and
               payments of principal of, premium and interest on, and Additional
               Amounts in respect to, the Notes will be made in, U.S. dollars.
               The currency in which the Notes are denominated (or, if such
               currency is no longer legal tender for the payment of public and
               private debts in the country issuing such currency or, in the
               case of Euro, in the member states of the European Union that
               have adopted the single currency in accordance with the Treaty
               establishing the European Community, as amended by the Treaty on
               European Union, such currency which is then such legal tender) is
               in the Indenture referred to as the "SPECIFIED CURRENCY".

          (b)  The Trust appoints the Indenture Trustee as Exchange Rate Agent
               with respect to the Notes and the Indenture Trustee accepts such
               appointment.

          (c)  If the Specified Currency for Foreign Currency Notes is not
               available for any required payment of principal, premium, if any,
               and/or interest, if any, due to the imposition of exchange
               controls or other circumstances beyond the control of the Trust,
               the Trust will be entitled to satisfy the obligations to the
               registered holders of such Foreign Currency Notes by making
               payments in United States dollars on the basis of the Market
               Exchange Rate, computed by the Exchange Rate Agent as described
               above, on the second business day prior to the particular payment
               or, if the Market Exchange Rate is not then available, on the
               basis of the most recently available market exchange rate.

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

          (e)  The Trust may (if so specified in a Note Certificate or
               Supplemental Indenture) without the consent of the Holder of any
               Note, redenominate all, but not less than all, of the Notes on or
               after the date on which the member state of the European Union in
               whose national currency the Notes are denominated has become a
               participant member in the third stage of the European economic
               and monetary union as more fully set out in a Note Certificate or
               Supplemental Indenture.

                                       11
<Page>

          (f)  Unless otherwise specified in a Note Certificate or Supplemental
               Indenture, the Trust shall not sell Foreign Currency Notes in, or
               to residents of, the country issuing the Specified Currency.

     SECTION 2.5    EXECUTION, AUTHENTICATION, DELIVERY AND DATE.

          (a)  Each Note Certificate shall be executed on behalf of the Trust by
               any Responsible Officer of the Delaware Trustee. The signature of
               any Responsible Officer of the Delaware Trustee may be manual, in
               facsimile form, imprinted or otherwise reproduced and may, but
               need not, be attested.

          (b)  Each Note Certificate bearing the signature of a Person who was
               at any time a Responsible Officer of the Delaware Trustee shall
               bind the Trust, notwithstanding that such Person has ceased to
               hold such office prior to the authentication and delivery of such
               Note Certificate or did not hold such office at the date of such
               Note Certificate.

          (c)  At any time, and from time to time, after the execution and
               delivery of the Indenture, the Trust may deliver Note
               Certificates executed by or on behalf of the Trust to the
               Indenture Trustee for authentication, and the Indenture Trustee
               shall thereupon authenticate and deliver such Note Certificates
               as provided in the Indenture and not otherwise.

          (d)  The Indenture Trustee shall have the right to decline to
               authenticate and deliver any Note Certificates under this Section
               if the Indenture Trustee has obtained an Opinion of Counsel
               reasonably acceptable to the Trust, to the effect that the
               issuance of the Notes will adversely affect the Indenture
               Trustee's own rights, duties or immunities under the Indenture.

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

          (f)  No Note shall be entitled to any benefit under the Indenture or
               be valid or obligatory for any purpose, unless there appears on
               the Note Certificate representing such Note a certificate of
               authentication substantially in the form attached as Exhibit B
               executed by the Indenture Trustee by manual signature of one of
               its authorized signatories. Such certificate upon any Note
               Certificate shall be conclusive evidence, and the only evidence,
               that such Note Certificate has been duly authenticated and
               delivered under the Indenture.

     SECTION 2.6    REGISTRATION, TRANSFER AND EXCHANGE.

          (a)  The Indenture Trustee will serve initially as registrar (in such
               capacity, and together with any successor registrar, the
               "REGISTRAR") for the Notes. In such capacity, the Indenture
               Trustee will cause to be kept at the Corporate Trust Office of
               the Indenture Trustee a register (the "NOTE REGISTER") in which,
               subject to such reasonable regulations as it may

                                       12
<Page>

               prescribe, the Indenture Trustee will provide for the
               registration of the Notes and of transfers of the Notes. The Note
               Register shall be in written form in the English language or in
               any other form capable of being converted into such form within a
               reasonable time.

          (b)  Subject to Section 2.10, upon surrender of a Note Certificate for
               registration of transfer of any Note represented thereby,
               together with the form of transfer endorsed thereon duly
               completed and executed, at the designated office of the Registrar
               or of any applicable transfer agent, each as provided in a Note
               Certificate or Supplemental Indenture, the Delaware Trustee, on
               behalf of the Trust shall execute, and the Indenture Trustee
               shall authenticate and deliver, in the name of the designated
               transferee or transferees, one or more new Note Certificates of
               any authorized denomination representing an aggregate principal
               amount of Notes equal to the aggregate principal amount of the
               Notes represented by such Note Certificate surrendered for
               registration of transfer.

          (c)  Subject to Section 2.10, at the option of the applicable Holder,
               any Note Certificate may be exchanged for one or more new Note
               Certificates, and any two or more Note Certificates may be
               consolidated into and exchanged for a single Note Certificate or
               fewer than the number of Note Certificates duly presented for
               exchange, in each case representing one or more Notes in an
               aggregate principal amount equal to the aggregate principal
               amount of the Notes represented by the Note Certificate or Note
               Certificates duly presented for exchange. Each Note Certificate
               to be exchanged shall be surrendered at the designated office of
               the Registrar or of any applicable transfer agent, each as
               provided in a Note Certificate or Supplemental Indenture.
               Whenever any Note Certificate is so surrendered for exchange, the
               Delaware Trustee, on behalf of the Trust shall execute, and the
               Indenture Trustee shall authenticate and deliver, the Note
               Certificate or Note Certificates which the applicable Holder is
               entitled to receive, bearing numbers, letters or other
               designating marks not contemporaneously outstanding.

          (d)  Each Note Certificate executed, authenticated and delivered upon
               any transfer or exchange shall be a valid obligation of the
               Trust, evidencing the same debt, and entitled to the same
               benefits under the Indenture, as the Note Certificates
               surrendered in connection with any such transfer or exchange.
               Upon surrender, transfer or exchange of a Note Certificate
               pursuant to this Section 2.6, each new Note Certificate will,
               within three Business Days of the receipt of the applicable form
               of transfer or the applicable surrender, as the case may be, be
               delivered to the designated office of the Registrar or of any
               applicable transfer agent, each as provided in a Note Certificate
               or Supplemental Indenture, or mailed at the risk of the Person
               entitled to such Note Certificate to such address as may be
               specified in the form of transfer or in written instructions of
               the applicable Holder upon surrender for exchange.

                                       13
<Page>

          (e)  Every Note Certificate presented or surrendered in connection
               with any transfer or exchange shall (if so required by the Trust
               or the Indenture Trustee) be duly endorsed, or be accompanied by
               a written instrument of transfer in form satisfactory to the
               Trust and the Indenture Trustee duly executed by, the applicable
               Holder or his attorney duly authorized in writing.

          (f)  No service charge shall be made in connection with any transfer
               of Notes or exchange of Note Certificates, but the Trust or the
               Indenture Trustee may require payment of a sum sufficient to
               cover any tax or other governmental charge that may be imposed in
               connection with any transfer of Notes or exchange of Note
               Certificates.

          (g)  Except as otherwise provided in or pursuant to the Indenture, the
               Trust and the Indenture Trustee shall not be required to (i) upon
               presentation or surrender of a Note Certificate in connection
               with any transfer or exchange during a period beginning at the
               opening of business 15 days before the day of the selection for
               redemption of Notes under Section 3.1 and ending at the close of
               business on the day of such selection, exchange any Note
               Certificate representing any Note selected for redemption,
               register the transfer of any such Note, or portion thereof,
               except in the case of any Note to be redeemed in part, with
               respect to the portion of such Note not to be redeemed, or (ii)
               exchange any Note Certificate representing any Note the Holder or
               Holders of which shall have exercised the option pursuant to
               Section 3.2 to require the Trust to repay any such Note prior to
               its Stated Maturity Date or register the transfer of any such
               Note except, in the case of any Note to be repaid in part, with
               respect to the portion of such Note not to be repaid.

     SECTION 2.7    MUTILATED, DESTROYED, LOST OR STOLEN NOTE CERTIFICATES.

          (a)  If (i) any mutilated Note Certificate is surrendered to the
               Indenture Trustee or the Trust, or the Indenture Trustee and the
               Trust receive evidence to their satisfaction of the destruction,
               loss or theft of any Note Certificate, and (ii) there is
               delivered to the Trust and the Indenture Trustee such security or
               indemnity as may be required by them to save each of them
               harmless, then, in the absence of notice to the Trust or the
               Indenture Trustee that such Note Certificate has been acquired by
               a protected purchaser, the Trust shall execute and upon its
               request the Indenture Trustee shall authenticate and deliver, in
               exchange for or in lieu of any such mutilated, destroyed, lost or
               stolen Note Certificate, a new Note Certificate representing
               Notes of like tenor and principal amount, bearing a number not
               contemporaneously outstanding.

          (b)  If any Note represented by any such mutilated or apparently
               destroyed, lost or stolen Note Certificate has become or is about
               to become due and payable, the Trust in its discretion may,
               instead of issuing a new Note

                                       14
<Page>

               Certificate, pay such amounts in respect of the Notes represented
               by such Note Certificate.

          (c)  Upon the execution, authentication and delivery of any new Note
               Certificate under this Section, the Indenture Trustee or the
               Trust may require the Holder to pay a sum sufficient to cover any
               tax or other governmental charge that may be imposed in relation
               thereto and any other expenses (including the fees and expenses
               of the Indenture Trustee) connected therewith.

          (d)  The Notes represented by every Note Certificate executed,
               authenticated and delivered pursuant to this Section in lieu of
               any apparently destroyed, lost or stolen Note Certificate shall
               constitute an original additional contractual obligation of the
               Trust, whether or not any obligation with respect to the Notes
               represented by the apparently destroyed, lost or stolen Note
               Certificate shall be at any time enforceable by any Person, and
               shall be entitled to all of the benefits of the Indenture equally
               and proportionately with any and all other Notes duly issued
               under the Indenture.

          (e)  The provisions of this Section are exclusive with respect to the
               replacement of any mutilated or apparently destroyed, lost or
               stolen Note Certificate or the payment of the Notes represented
               thereby and shall preclude all other rights and remedies with
               respect to the replacement of any mutilated or apparently
               destroyed, lost or stolen Note Certificate or the payment of the
               Notes represented thereby.

     SECTION 2.8    INTEREST RECORD DATES.

          (a)  Interest on and Additional Amounts with respect to any Note which
               is payable, on any interest payment date specified in the Note
               Certificates or in any Supplemental Indenture (each such date, an
               "INTEREST PAYMENT DATE") shall be paid to the Holder of such Note
               at the close of business on the date specified as the regular
               interest record date in the Note Certificates or Supplemental
               Indenture (the "REGULAR INTEREST RECORD DATE") or, if no such
               date is specified, the date that is 15 calendar days preceding
               such Interest Payment Date.

          (b)  Unless otherwise provided in the Note Certificates or in any
               Supplemental Indenture, any interest on, and any Additional
               Amounts with respect to, any Note which is payable, but is not
               punctually paid or duly provided for, on any Interest Payment
               Date specified in the Note Certificates or Supplemental Indenture
               (the "DEFAULTED INTEREST") shall forthwith cease to be payable to
               the Holder of such Note on the relevant Regular Interest Record
               Date by virtue of having been such Holder, and such Defaulted
               Interest shall be paid by the Trust to the Holder of such Note at
               the close of business on a special record date (the "SPECIAL
               INTEREST RECORD DATE")

                                       15
<Page>

               established by the Trust by notice to each applicable Holder and
               the Indenture Trustee in accordance with Section 13.4, which
               Special Interest Record Date shall be not more than 15 nor less
               than 10 days prior to the date of the proposed payment of
               Defaulted Interest and not less than 10 days after the receipt by
               the Indenture Trustee of the notice of the proposed payment of
               Defaulted Interest.

     SECTION 2.9    CANCELLATION. Each Note Certificate surrendered for exchange
or in connection with any payment, redemption, transfer of any Note represented
thereby shall be delivered to the Indenture Trustee and, if not already
cancelled, shall be promptly cancelled by it. The Trust may at any time deliver
to the Indenture Trustee for cancellation any Note Certificate previously
authenticated and delivered under the Indenture which the Trust may have
acquired in any manner whatsoever, and each Note Certificate so delivered shall
be promptly cancelled by the Indenture Trustee. No Note Certificates shall be
authenticated in lieu of or in exchange for any Note Certificate cancelled as
provided in this Section, except as expressly permitted by the Indenture. The
Indenture Trustee shall destroy all cancelled Note Certificates held by it and
deliver a certificate of destruction to the Trust. If the Trust shall acquire
any of the Notes, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Notes unless and until each
Note Certificate representing such Notes is delivered to the Indenture Trustee
for cancellation.

     SECTION 2.10   GLOBAL SECURITIES.

          (a)  Unless (i) permitted by applicable law and (ii) an Exchange Event
               shall have occurred and be continuing with respect to a series of
               Book-Entry Notes represented by one or more Global Securities, no
               Book-Entry Note represented by any such Global Security shall be
               exchangeable for Certificated Notes.

          (b)  For purposes of the Indenture, the term "EXCHANGE EVENT" means
               any of the following:

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

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

               (iii)   an Event of Default shall have occurred and be continuing
                       with respect to the Notes.

                                       16
<Page>

          (c)  If any Exchange Event shall have occurred and be continuing,
               then:

               (i)     with respect to each Global Security deposited with, and
                       registered in the name of, the applicable Depositary or
                       its nominee, the Delaware Trustee, on behalf of the Trust
                       shall promptly, and in any event not later than 10
                       Business Days after the occurrence of such Exchange
                       Event, cause to be executed, authenticated and delivered
                       to the applicable Depositary or its nominee, against
                       surrender by the applicable Depositary or its nominee of
                       such Global Security, which shall thereupon be cancelled
                       by the ------, a Definitive Security or a Definitive
                       Securities each representing such number of Notes as may
                       be specified by the applicable Depositary in an aggregate
                       principal amount equal to the (Outstanding principal
                       amount of Notes that shall have been represented by such
                       Global Security and shall register the Certificated Notes
                       in such names and in such authorized denominations as may
                       be specified by the Depositary for the Global Security;
                       and

               (ii)    if any Certificated Note is issued in exchange for any
                       portion of or all Book-Entry Notes represented by a
                       Global Security after the close of business at the office
                       or agency for such Note where such exchange occurs on (A)
                       any Regular Interest Record Date for such Notes and
                       before the opening of business at such office or agency
                       on the next Interest Payment Date, or (B) any Special
                       Interest Record Date for such Notes and before the
                       opening of business at such office or agency on the
                       related proposed date for payment of interest, any
                       Additional Amounts or Defaulted Interest, as the case may
                       be, interest, Additional Amounts or Defaulted Interest,
                       as the case may be, shall not be payable on such Interest
                       Payment Date or proposed date for payment, as the case
                       may be, in respect of such Notes, but shall be payable on
                       such Interest Payment Date or proposed date for payment,
                       as the case may be, only to the Person to whom interest
                       and any Additional Amounts or Defaulted Interest, as
                       applicable, in respect of such portion of or all
                       Book-Entry Notes, as the case may be, represented by such
                       Global Security shall be payable in accordance with the
                       provisions of the Indenture.

          (d)  The Certificated Notes issued in exchange for any Book-Entry
               Notes represented by a Global Security shall be of like tenor and
               of an equal aggregate principal amount, in authorized
               denominations. Such Certificated Notes shall be registered in the
               name or names of such person or persons as the applicable
               Depository shall instruct the Registrar.

     SECTION 2.11   WITHHOLDING TAX. All amounts due in respect of the Notes
will be made without withholding or deduction for or on account of any present
or future taxes, duties, levies, assessments or other governmental charges of
whatever nature imposed or levied by or on

                                       17
<Page>

behalf of any governmental authority in the United States having the power to
tax payments on the notes unless the withholding or deduction is required by
law. Unless otherwise specified in the Note Certificate(s), the Trust will not
pay any Additional Amounts to Holders of Notes in the event that any withholding
or deduction is so required by law, regulation or official interpretation
thereof, and the imposition of a requirement to make any such withholding or
deduction will not give rise to any independent right or obligation to redeem or
repay the Notes and shall not constitute an Event of Default.

     SECTION 2.12   TAX TREATMENT. The parties agree, and each Holder and
beneficial owner of Notes by purchasing the Notes agrees, for all United States
Federal, state and local income and franchise tax purposes (i) to treat the
Notes as indebtedness of the Funding Agreement Provider, (ii) Global Funding and
the Trust will be ignored and will not be treated as an association or a
publicly traded partnership taxable as a corporation and (iii) to not take any
action inconsistent with the treatment described in (i) and (ii) unless
otherwise required by law.

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

     SECTION 3.1    REDEMPTION OF NOTES.

          (a)  Redemption of Notes by the Trust as permitted or required by the
               Indenture and the Note Certificate(s) will be made in accordance
               with the terms of the Notes and (except as otherwise provided in
               the Indenture or pursuant to the Indenture) this Section.

          (b)  If any Initial Redemption Date is specified in the Note
               Certificate(s), the Trust may redeem Notes prior to the Stated
               Maturity Date at its option, on, or on any Business Day after,
               the Initial Redemption Date in whole or from time to time in part
               in increments of $1,000 or any other integral multiple of an
               authorized denomination of the Notes at the applicable Redemption
               Price together with any unpaid interest accrued thereon, any
               Additional Amounts and other amounts payable with respect
               thereto, as of the Redemption Date.

          (c)  If (i) the Trust is required at any time to pay Additional
               Amounts or if the Trust is obligated to withhold or deduct any
               United States taxes with respect to any payment under the Notes,
               as set forth in the Note Certificate(s), or if there is a
               material probability that the Trust will become obligated to
               withhold or deduct any such United States taxes or otherwise pay
               Additional Amounts (in the opinion of independent legal counsel
               selected by the Funding Agreement Provider), in each case
               pursuant to any change in or amendment to any United States tax
               laws (or any regulations or rulings thereunder) or any change in
               position of the Internal Revenue Service regarding the
               application or interpretation thereof (including, but not limited
               to, the Funding Agreement Provider's or the Trust's receipt of a
               written adjustment from the Internal Revenue Service in
               connection with an audit) (a "TAX EVENT"), and (ii) the Funding

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<Page>

               Agreement Provider, pursuant to the terms of the relevant Funding
               Agreement, has delivered to the Owner notice that the Funding
               Agreement Provider intends to terminate the relevant Funding
               Agreement pursuant to the terms of such Funding Agreement, then
               the Trust will redeem the Notes on the Redemption Date at the
               Redemption Price together with any unpaid interest accrued
               thereon, any Additional Amounts and other amounts payable with
               respect thereto, as of the Redemption Date.

          (d)  Unless a shorter notice shall be satisfactory to the Indenture
               Trustee, the Trust shall provide to the Indenture Trustee a
               notice of redemption of any Notes (i) in case of any redemption
               at the election of the Trust, not more than 60 days nor less than
               35 days prior to the Redemption Date and (ii) in case of any
               mandatory redemption pursuant to Section 3.1(c), at least 75 days
               prior to the Redemption Date. In case of any redemption at the
               election of the Trust of less than all of the Notes such notice
               shall specify the aggregate principal amount of the Notes to be
               redeemed.

          (e)  If less than all of the Notes are to be redeemed at the option of
               the Trust, the particular Notes to be redeemed shall be selected
               not more than 60 days prior to the Redemption Date by the
               Indenture Trustee from the Outstanding Notes not previously
               called for redemption, by such method as the Indenture Trustee
               shall deem fair and appropriate, acting in accordance with its
               obligations under the Indenture, and which may provide for the
               selection for redemption of portions of the principal amount of
               Notes; PROVIDED, HOWEVER, that no such partial redemption shall
               reduce the portion of the principal amount of a Note not redeemed
               to less than the minimum denomination for a Note established in
               or pursuant to the Indenture; PROVIDED FURTHER, that if at the
               time of redemption such Notes are registered as Global
               Securities, the Depositary shall determine, in accordance with
               its procedures, the principal amount of such Notes to be redeemed
               by each of the Depositary's participants. The Indenture Trustee
               shall promptly notify the Trust and the Registrar (if other than
               itself) in writing of the Notes selected for redemption and, in
               the case of any Notes selected for partial redemption, of the
               aggregate principal amount thereof to be redeemed. For all
               purposes of the Indenture, unless the context otherwise requires,
               all provisions relating to the redemption of Notes shall relate,
               in the case of any Notes redeemed or to be redeemed only in part,
               to the portion of the principal of such Notes which has been or
               is to be redeemed.

          (f)  Unless otherwise specified in the Indenture or the Note
               Certificate(s) the Trust shall give a notice of redemption to
               each Holder of the Notes to be redeemed at the Trust's option (i)
               in case of any redemption at the election of the Trust, not more
               than 60 nor less than 30 days prior to the Redemption Date and
               (ii) in case of any mandatory redemption pursuant to Section
               3.1(c), not more than 75 days nor less than 30 days prior to the
               Redemption Date; PROVIDED, that in the case of any notice of
               redemption

                                       19
<Page>

               given pursuant to clause (ii) no such notice of redemption may be
               given earlier than 90 days prior to the earliest day on which the
               Trust would become obligated to pay the applicable Additional
               Amounts were a payment in respect of Notes then due. Failure to
               give such notice to the Holder of any Note designated for
               redemption in whole or in part, or any defect in the notice to
               any such Holder, shall not affect the validity of the proceedings
               for the redemption of any other Note or any portion thereof.

     Any notice that is mailed to the Holder of any Notes in the manner provided
for in Section 13.4 shall be conclusively presumed to have been duly given,
whether or not such Holder receives the notice.

     All notices of redemption shall state:

               (i)     the Redemption Date,

               (ii)    the Redemption Price or, if not then ascertainable, the
                       manner of calculation thereof,

               (iii)   in case of any redemption at the election of the Trust,
                       if less than all Outstanding Notes are to be redeemed,
                       the identification (and, in the case of partial
                       redemption, the principal amount) of the particular Note
                       or Notes to be redeemed,

               (iv)    in case any Note is to be redeemed in part only at the
                       election of the Trust, the notice which relates to such
                       Note shall state that on and after the Redemption Date,
                       upon surrender of the Note Certificate representing such
                       Note, the Holder of such Note will receive, without
                       charge, a new Note Certificate representing an authorized
                       denomination of the principal amount of such Note
                       remaining unredeemed,

               (v)     that, on the Redemption Date, the Redemption Price shall
                       become due and payable upon each such Note or portion
                       thereof to be redeemed, and, if applicable, that interest
                       thereon shall cease to accrue on and after the Redemption
                       Date,

               (vi)    the place or places where each Note Certificate
                       representing such Note or Notes is to be surrendered for
                       payment of the Redemption Price together with any unpaid
                       interest accrued thereon through the Redemption Date and
                       any Additional Amounts payable with respect thereto,

               (vii)   if applicable, in case of any redemption at the election
                       of the Trust, that the redemption is for a sinking fund,
                       and

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

                                       20
<Page>

          (g)  On or prior to any Redemption Date, the Trust shall deposit, with
               respect to any Notes called for redemption pursuant to this
               Section, with the Paying Agent an amount of money in the
               Specified Currency sufficient to pay the Redemption Price of, and
               (except if the Redemption Date shall be an Interest Payment Date,
               unless otherwise specified in the Note Certificate(s)) any unpaid
               interest accrued through the Redemption Date on, and any
               Additional Amounts payable with respect to, all such Notes or
               portions thereof which are to be redeemed on the Redemption Date.

          (h)  On the Redemption Date, the Notes to be redeemed shall, become
               due and payable at the Redemption Price together with any unpaid
               interest accrued through the Redemption Date on, and any
               Additional Amounts payable with respect to, such Notes, and from
               and after such date (unless the Trust shall default in the
               payment of the Redemption Price and any unpaid interest accrued
               on such Notes through the Redemption Date) such Notes shall cease
               to bear interest. Upon surrender of any Note Certificate for
               redemption of any Note or Notes represented thereby in accordance
               with the applicable notice of redemption, such Note shall be paid
               by the Trust at the Redemption Price, together with any unpaid
               interest accrued thereon through the Redemption Date and any
               Additional Amounts payable with respect thereto.

          (i)  If any Note called for redemption shall not be so paid upon
               surrender of the applicable Note Certificate for redemption, the
               principal and any premium, until paid, shall bear interest from
               the Redemption Date at the rate specified in the Note
               Certificate(s).

     Upon surrender of any Note Certificate for partial redemption of any Note
or Notes represented thereby in accordance with this Section, the Trust shall
execute and the Indenture Trustee shall authenticate and deliver one or more new
Note Certificates of any authorized denomination representing an aggregate
principal amount of Notes equal to the unredeemed portion of the applicable Note
or Notes.

     SECTION 3.2    REPAYMENT AT THE OPTION OF THE HOLDER.

          (a)  If so specified in the Note Certificate(s), the Holder or Holders
               of the Notes may require the Trust to repay the Notes prior to
               the Stated Maturity Date in whole or from time to time in part in
               increments of $1,000 or any other integral multiple of an
               authorized denomination specified in the Note Certificate(s)
               (provided that any remaining principal amount thereof shall be at
               least $1,000 or other minimum authorized denomination applicable
               thereto).

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

                                       21
<Page>

          (c)  The repayment of any principal amount of Notes pursuant to any
               option of the applicable Holder or Holders to require repayment
               of any Notes before the Stated Maturity Date shall not operate as
               a payment, redemption or satisfaction of the indebtedness
               represented by such Notes unless and until the Trust, at its
               option, shall deliver or surrender each Note Certificate
               representing such Notes to the Indenture Trustee with a directive
               that such Note Certificates be cancelled.

          (d)  Notwithstanding anything to the contrary contained in this
               Section, in connection with any repayment of Notes, the Trust may
               arrange for the purchase of any Notes by an agreement with one or
               more investment bankers or other purchasers to purchase such
               Notes by paying the Holder or Holders of such Notes on or before
               the close of business on the Repayment Date an amount not less
               than the Repayment Price payable by the Trust on repayment of
               such Notes, and the obligation of the Trust to pay the Repayment
               Price of such Notes shall be satisfied and discharged to the
               extent such payment is so paid by such purchasers.

          (e)  Any exercise of the repayment option will be irrevocable.

     SECTION 3.3    REPURCHASE OF NOTES.

     (a)  The Trust may purchase some or all Notes in the open market or
otherwise at any time, and from time to time, with the prior written consent of
the Funding Agreement Provider as to both the making of such purchase and the
purchase price to be paid for such Notes.

     (b)  If the Funding Agreement Provider, in its sole discretion, consents to
such purchase of Notes by the Trust, the parties to the Indenture agree to take
such actions as may be necessary or desirable to effect the prepayment of such
portion, or the entirety, of the current Principal Amount, under each applicable
Funding Agreement as may be necessary to provide for the payment of the purchase
price for such Notes. Upon such payment, the Principal Amount under each Funding
Agreement shall be reduced (i) if Notes bear interest at fixed or floating
rates, by an amount equal to the aggregate principal amount of Notes so
purchased (or the portion thereof applicable to such Funding Agreement) and (ii)
if Notes do not bear interest at fixed or floating rates, by an amount to be
agreed between the Trust and the Funding Agreement Provider to reflect such
prepayment under the Funding Agreement(s).

     (c)  The parties acknowledge and agree that (i) notwithstanding anything to
the contrary in the Indenture, any repurchase of Notes in compliance with this
Section 3.3 shall not violate any provision of the Indenture or the Trust
Agreement and (ii) no Opinion of Counsel, Trust Certificate or any other
document or instrument shall be required to be provided in connection with any
repurchase of Notes pursuant to this Section 3.3.

     (d)  If applicable, the Trust will comply with the requirements of Section
14(e) of the Exchange Act, and the rules promulgated thereunder, and any other
applicable securities laws or regulations in connection with any repurchase
pursuant to this Section 3.3.

                                       22
<Page>

     SECTION 3.4    SINKING FUNDS.

     Unless otherwise provided in the Note Certificate(s), the Notes will not be
subject to, or entitled to the benefit of, any sinking fund.

                                    ARTICLE 4
            PAYMENTS; PAYING AGENTS AND CALCULATION AGENT; COVENANTS

     SECTION 4.1    PAYMENT OF PRINCIPAL AND INTEREST.

          (a)  The Trust will duly and punctually pay or cause to be paid the
               principal of, any premium and interest on, and any Additional
               Amounts with respect to, each of the Notes, in accordance with
               the terms of the Notes and the Indenture.

          (b)  Unless otherwise specified in the Note Certificate(s), upon the
               receipt of the funds necessary therefor, the applicable Paying
               Agent shall duly and punctually make payments, payable on the
               Maturity Date, of principal in respect of, any premium and
               interest on, and any Additional Amounts payable with respect to,
               any Certificated Notes in immediately available funds against
               presentation and surrender of the applicable Definitive Security
               (and in the case of any repayment of a Note pursuant to Section
               3.2, upon submission of a duly completed election form at an
               office or agency of such Paying Agent maintained for such purpose
               pursuant to Section 4.2). The applicable Paying Agent (unless
               such Paying Agent is the Indenture Trustee) shall promptly
               forward each Definitive Security surrendered to it in connection
               with any payment pursuant to this Section for cancellation in
               accordance with Section 2.9. Unless otherwise specified in the
               Note Certificate(s), upon the receipt of the funds necessary
               therefor, the applicable Paying Agent shall duly and punctually
               make payments of principal of, any premium and interest on, and
               any Additional Amounts in respect of, Certificated Notes payable
               on any date other than the Maturity Date by check mailed to the
               Holder (or to the first named of joint Holders) of such
               Certificated Note at the close of business on the Regular
               Interest Record Date or Special Interest Record Date, as the case
               may be, at its address appearing in the applicable Note Register.
               Notwithstanding the foregoing, the applicable Paying Agent shall
               make payments of principal, any interest, any premium, and any
               Additional Amounts on any date other than the Maturity Date to
               each Holder entitled thereto (or to the first named of joint
               Holders) at the close of business on the applicable Regular
               Interest Record Date or Special Interest Record Date, as the case
               may be, of $10,000,000 (or, if the Specified Currency is other
               than United States dollars, the equivalent thereof in the
               particular Specified Currency) or more in aggregate principal
               amount of Certificated Notes by wire transfer of immediately
               available funds if the applicable Holder has delivered
               appropriate wire transfer instructions in writing to the
               applicable Paying Agent not less than 15 days prior to the date
               on

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<Page>

               which the applicable payment of principal, interest, premium or
               Additional Amounts is scheduled to be made. Any wire transfer
               instructions received by the applicable Paying Agent shall remain
               in effect until revoked by the applicable Holder.

          (c)  Unless otherwise specified in the Note Certificate(s), upon
               receipt of the funds necessary therefor, on the Maturity Date the
               applicable Paying Agent shall (in the absence of any other
               arrangements between the applicable Paying Agent and the
               applicable Holder) duly and punctually make payments, payable on
               the Maturity Date, of principal in respect of, any premium and
               interest payable on, and any Additional Amounts with respect to,
               any Book-Entry Notes to the account of the Depositary or its
               nominee at the close of business on the applicable Maturity Date.
               The applicable Paying Agent (unless such Paying Agent is the
               Indenture Trustee) shall promptly forward to the Indenture
               Trustee each Global Security surrendered to it in connection with
               any payment pursuant to this section for cancellation in
               accordance with Section 2.9. Unless otherwise specified in the
               Note Certificate(s), upon the receipt of the funds necessary
               therefor in accordance with Section 4.4(b), the applicable Paying
               Agent shall duly and punctually make payments of principal of,
               any premium and interest on, and any Additional Amounts in
               respect of, any Book-Entry Notes payable on any date other than
               the Maturity Date to the Holder of such Book-Entry Notes by 11:00
               a.m. (New York City time) on the applicable Regular Interest
               Record Date or Special Interest Record Date, as the case may be,
               to the account of the Depositary or its nominee.

          (d)  Unless otherwise specified in the Note Certificate(s), the Trust
               shall be obligated to make, or cause to be made, payments of
               principal of, any premium and interest on, and any Additional
               Amounts with respect to, a Foreign Currency Note in the Specified
               Currency. Any amounts so payable by the Trust in the Specified
               Currency will be converted by the Exchange Rate Agent into United
               States dollars for payment to the Holder or Holders thereof
               unless otherwise specified in the Note Certificate(s) or a Holder
               elects to receive such amounts in the Specified Currency as
               provided below.

          (e)  Any United States dollar amount to be received by the Holder or
               Holders of Foreign Currency Notes will be based on the highest
               bid quotation in The City of New York received by the Exchange
               Rate Agent at approximately 11:00 a.m. (New York City time) on
               the second Business Day preceding the applicable payment date
               from three recognized foreign exchange dealers (one of whom may
               be the Exchange Rate Agent) selected by the Exchange Rate Agent
               and approved by the Trust for the purchase by the quoting dealer
               of the Specified Currency for United States dollars for
               settlement on that payment date in the aggregate amount of the
               Specified Currency payable to all Holder or Holders of Foreign
               Currency Notes scheduled to receive United States dollar payments
               and at which the

                                       24
<Page>

               applicable dealer commits to execute a contract. All currency
               exchange costs will be borne by the relevant Holder or Holders of
               Foreign Currency Notes by deductions from any payments. If three
               bid quotations are not available, payments will be made in the
               Specified Currency.

          (f)  Holders of Foreign Currency Notes may elect to receive all or a
               specified portion of any payment of principal and/or any
               interest, premium and Additional Amounts in the Specified
               Currency by submitting a written request to the Indenture Trustee
               at its Corporate Trust Office in The City of New York on or prior
               to the applicable Regular Interest Record Date or Special
               Interest Record Date or at least 15 calendar days prior to the
               Maturity Date, as the case may be. Such written request may be
               mailed or hand delivered or sent by cable, telex or other form of
               facsimile transmission. Such election will remain in effect until
               revoked by written notice delivered to the Indenture Trustee on
               or prior to the applicable Regular Interest Record Date or
               Special Interest Record Date or at least 15 calendar days prior
               to the Maturity Date, as the case may be.

          (g)  Unless otherwise specified in the Note Certificate(s), an
               Entitlement Holder with respect to a Foreign Currency Note
               represented by a Global Security which elects to receive payments
               of principal, and/or any interest, premium and Additional Amounts
               in the Specified Currency must notify, or cause the notification
               of the applicable Depositary of its election on or prior to the
               applicable Regular Interest Record Date or Special Interest
               Record Date, or at least 15 calendar days prior to the Maturity
               Date, as the case may be, and the Depositary will notify the
               Indenture Trustee of that election on or prior to the third
               Business Day after the applicable Regular Interest Record Date or
               Special Interest Record Date, or at least 12 calendar days prior
               to the Maturity Date, as the case may be. If complete
               instructions are received by the Depositary and by the Indenture
               Trustee, on or prior to such dates, then the applicable
               beneficial owner will receive payments in the Specified Currency.

          (h)  If the Specified Currency for Foreign Currency Notes is not
               available for any required payment of principal and/or any
               interest, premium and Additional Amounts due to the imposition of
               exchange controls or other circumstances beyond the Trust's
               control, the Trust will be entitled to satisfy its obligations
               with respect to such Foreign Currency Notes by making payments in
               United States dollars on the basis of the Market Exchange Rate,
               computed by the Exchange Rate Agent as described above, on the
               second Business Day prior to the particular payment or, if the
               Market Exchange Rate is not then available, on the basis of the
               most recently available Market Exchange Rate.

          (i)  All determinations made by the Exchange Rate Agent shall be at
               its sole discretion and shall, in the absence of manifest error,
               be conclusive for all

                                       25
<Page>

               purposes and binding on the Holder or Holders of Foreign Currency
               Notes and any applicable Entitlement Holders.

     SECTION 4.2    OFFICES FOR PAYMENTS, ETC. So long as any of the Notes
remain Outstanding, the Trust will maintain in New York and in any other city
that may be required by any stock exchange on which the Notes may be listed, and
in any city specified in the Note Certificate(s) the following: (i) an office or
agency where the Notes may be presented for payment, (ii) an office or agency
where the Notes may be presented for registration of transfer and for exchange
as provided in the Indenture and (iii) an office or agency where notices and
demands to or upon the Trust in respect of the Notes or of the Indenture may be
served. The Trust will give to the Indenture Trustee written notice of the
location of any such office or agency and of any change of location thereof. The
Trust initially designates the Corporate Trust Office of the Indenture Trustee
as the office or agency for each such purpose. In case the Trust shall fail to
maintain any such office or agency or shall fail to give such notice of the
location or of any change in the location thereof, presentations and demands may
be made and notices may be served at the Corporate Trust Office.

     SECTION 4.3    APPOINTMENT TO FILL A VACANCY IN OFFICE OF INDENTURE
TRUSTEE. The Trust, whenever necessary to avoid or fill a vacancy in the office
of Indenture Trustee, will appoint, in the manner provided in Section 6.8, a
trustee, so that there shall at all times be a trustee under the Indenture.

     SECTION 4.4    PAYING AGENTS.

          (a)  The Trust appoints the Indenture Trustee as Paying Agent with
               respect to the Notes and the Indenture Trustee accepts such
               appointment. The Indenture Trustee, in its capacity as Paying
               Agent, agrees, and, whenever the Trust shall appoint a Paying
               Agent other than the Indenture Trustee with respect to the Notes,
               the Trust will cause such Paying Agent to execute and deliver to
               the Trust and the Indenture Trustee an instrument in which such
               Paying Agent shall agree with the Trust and the Indenture
               Trustee, subject to the provisions of this Section, that it will:

               (i)     hold all sums received by it as such agent for the
                       payment of the principal of, any premium or interest on,
                       or any Additional Amounts with respect to, the Notes
                       (whether such sums have been paid to it by the Funding
                       Agreement Provider, the Trust or by any other obligor on
                       the Notes) in trust for the benefit of each Holder of the
                       Notes and will (and will cause each of its agents and
                       Affiliates to) deposit all cash amounts received by it
                       (or such agents or Affiliates, as applicable) that are
                       derived from the Collateral for the benefit of the
                       Holders of Notes in a segregated non-interest bearing
                       account maintained or controlled by the Indenture
                       Trustee, consistent with the rating of the Outstanding
                       Notes;

                                       26
<Page>

               (ii)    give the Indenture Trustee notice of any failure by the
                       Trust (or by any other obligor on the Notes) to make any
                       payment of the principal of, any premium and interest on,
                       or any Additional Amounts with respect to, the Notes when
                       the same shall be due and payable;

               (iii)   pay any such sums so held in trust by it to the Indenture
                       Trustee upon the Indenture Trustee's written request at
                       any time during the continuance of the failure referred
                       to in clause (ii) above;

               (iv)    in the absence of the failure referred in clause (ii)
                       above, pay any such sums so held in trust by it in
                       accordance with the Indenture and the terms of the Notes;
                       and

               (v)     comply with all agreements of Paying Agents in, and
                       perform all functions and obligations imposed on Paying
                       Agents by or pursuant to, the Indenture and a Note
                       Certificate or Supplemental Indenture.

          (b)  The Trust will, at or prior to 9:30 a.m. (New York City time) on
               each due date of the principal of, any premium and interest on,
               or any Additional Amounts with respect to, the Notes, deposit or
               cause to be deposited with the applicable Paying Agent a sum
               sufficient to pay such principal, any interest or premium, and
               any Additional Amounts, and (unless such Paying Agent is the
               Indenture Trustee) the Trust will promptly notify the Indenture
               Trustee of any failure to take such action.

          (c)  Anything in this Section to the contrary notwithstanding, the
               Trust may at any time, for the purpose of obtaining a
               satisfaction and discharge of the Notes under the Indenture, pay
               or cause to be paid to the Indenture Trustee all sums held in
               trust by the Trust or any Paying Agent under the Indenture, as
               required by this Section, such sums to be held by the Indenture
               Trustee upon the terms contained in the Indenture; PROVIDED,
               HOWEVER, in order to obtain such satisfaction or discharge of the
               Notes, that such sums paid to the Indenture Trustee must be at
               least equal to the amounts due and owing on the Notes, including
               outstanding principal, premium, accrued but unpaid interest and
               Additional Amounts.

          (d)  Anything in this Section to the contrary notwithstanding, the
               agreement to hold sums in trust as provided in this Section are
               subject to the provisions of Sections 11.3 and 11.4.

          (e)  The applicable Paying Agent shall (i) collect all forms from
               Holders of Notes (or from such other Persons as are relevant)
               that are required to exempt payments under the Notes and/or the
               related Funding Agreement(s) from United States Federal income
               tax withholding, (ii) withhold and pay over to the Internal
               Revenue Service or other taxing

                                       27
<Page>

               authority with respect to payments under the Notes any amount of
               taxes required to be withheld by any United States Federal, state
               or local statute, rule or regulation and (iii) forward copies of
               such forms to the Trust and the Funding Agreement Provider.

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

          (g)  The Trust shall pay the compensation of each Paying Agent at such
               rates as shall be agreed upon in writing by the Trust and the
               relevant Paying Agent from time to time and shall reimburse each
               Paying Agent for reasonable expenses properly incurred by such
               Paying Agent in connection with the performance of its duties
               upon receipt of such invoices as the Trust shall reasonably
               require.

          (h)  Subject as provided below, each Paying Agent may at any time
               resign as Paying Agent by giving not less than 60 days' written
               notice to the Trust and the Indenture Trustee (unless the
               Indenture Trustee is such Paying Agent) of such intention on it
               part, specifying the date on which its resignation shall become
               effective. Except as provided below, the Trust may remove a
               Paying Agent by giving not less than 20 days' written notice
               specifying such removal and the date when it shall become
               effective. Any such resignation or removal shall take effect
               upon:

               (i)     the appointment by the Trust of a successor Paying Agent;
                       and

               (ii)    the acceptance of such appointment by such successor
                       Paying Agent,

               PROVIDED that with respect to any Paying Agent who timely
               receives any amount with respect to any Notes and fails duly to
               pay any such amounts when due and payable in accordance with the
               terms of the Indenture and such Notes, any such removal will take
               effect immediately upon such appointment of, and acceptance
               thereof by, a successor Paying Agent approved by the Indenture
               Trustee (unless the Indenture Trustee is such Paying Agent), in
               which event notice of such appointment shall be given to each
               Holder of the Notes as soon as practicable thereafter. The Trust
               agrees with each Paying Agent that if, by the day falling 10 days
               before the expiration of any notice given pursuant to this
               Section 4.4(i), the Trust has not appointed a replacement Paying
               Agent, then the Paying Agent shall be entitled, on behalf of the
               Trust, to appoint in its place a reputable financial institution
               of good standing reasonably acceptable to the Trust and the
               Indenture Trustee (unless the Indenture Trustee is such Paying
               Agent); PROVIDED, HOWEVER, that notwithstanding the foregoing,
               the resignation or removal of the relevant Paying Agent shall not
               be effective unless, upon the expiration of the notice given
               pursuant to this Section

                                       28
<Page>

               4.5(i), the successor Paying Agent shall have accepted its
               appointment. Upon its resignation or removal becoming effective,
               the retiring Paying Agent shall be entitled to the payment of its
               compensation and reimbursement of all expenses incurred by such
               retiring Paying Agent pursuant to Section 4.4(h) up to the
               effective date of such resignation or removal.

          (i)  If at any time a Paying Agent shall resign or be removed, or
               shall become incapable of acting with respect to the Notes, or
               shall be adjudged as bankrupt or insolvent, or a receiver or
               liquidator of such Paying Agent or of its property shall be
               appointed, or any public officer shall take charge or control of
               such Paying Agent or its property or affairs for the purpose of
               rehabilitation, conservation or liquidation, then a successor
               Paying Agent shall be appointed by the Trust by an instrument in
               writing filed with the successor Paying Agent. Upon any such
               appointment of, and the acceptance of such appointment by, a
               successor Paying Agent and (except in cases of removal for
               failure to timely pay any amounts as required by or pursuant to
               the Indenture or a Note Certificate or Supplemental Indenture)
               the giving of notice to each Holder of the Notes, the retiring
               Paying Agent shall cease to be Paying Agent under the Indenture.

          (j)  Any successor Paying Agent appointed under the Indenture shall
               execute and deliver to its predecessor, the Trust and the
               Indenture Trustee (unless the Indenture Trustee is such Paying
               Agent) a reasonably acceptable instrument accepting such
               appointment under the Indenture, and thereupon such successor
               Paying Agent, without any further act, deed or conveyance, shall
               become vested with all the authority, rights, powers, trusts,
               immunities, duties and obligations of such predecessor with like
               effect as if originally named as a Paying Agent under the
               Indenture, and such predecessor, upon payment of any amounts due
               pursuant to Section 4.4(h) and unpaid, shall thereupon become
               obliged to transfer and deliver, and such successor Paying Agent
               shall be entitled to receive, copies of any relevant records
               maintained by such predecessor Paying Agent.

          (k)  Any corporation into which a Paying Agent may be merged or
               converted or with which it may be consolidated or any corporation
               resulting from any merger, conversion or consolidation to which
               such Paying Agent shall be a party, or any corporation succeeding
               to all or substantially all of the paying agency business of such
               Paying Agent shall be a successor Paying Agent under the
               Indenture without the execution or filing of any paper or any
               further act on the part of any of the parties, anything in the
               Indenture to the contrary notwithstanding. At least 30 days'
               prior notice of any such merger, conversion or consolidation
               shall be given to the Trust and the Indenture Trustee (unless the
               Indenture Trustee is such Paying Agent).

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     SECTION 4.5    CALCULATION AGENT.

          (a)  The Trust appoints the Indenture Trustee as Calculation Agent,
               and the Indenture Trustee accepts such appointment.

          (b)  The relevant Calculation Agent shall perform all functions and
               obligations imposed on such Calculation Agent by or pursuant to
               the Indenture, and a Note Certificate or Supplemental Indenture.

          (c)  Each Calculation Agent, excluding the Indenture Trustee, shall
               forward to the Trust at least monthly a report providing details
               with respect to the performance of its functions and obligations
               with respect to the Notes which shall include dates and amounts
               of forthcoming payments with respect to the Notes.

          (d)  The relevant Calculation Agent shall, upon the request of any
               relevant Holder of the Notes, provide the interest rate then in
               effect and, if determined, the interest rate that will become
               effective as a result of a determination made for the next
               succeeding Interest Reset Date with respect to the Notes.

          (e)  All determinations of interest by the Calculation Agent shall, in
               the absence of manifest errors, be conclusive for all purposes
               and binding on the Holders of the Notes.

          (f)  The Trust shall pay the compensation of each Calculation Agent at
               such rates as shall be agreed upon in writing by the Trust and
               the relevant Calculation Agent from time to time and shall
               reimburse each Calculation Agent for reasonable expenses properly
               incurred by such Calculation Agent in connection with the
               performance of its duties upon receipt of such invoices as the
               Trust shall reasonably require. The Trust also agrees to
               indemnify each Calculation Agent for, and to hold it harmless
               against, any loss, liability or expense incurred without
               negligence or bad faith on its part, arising out of or in
               connection with the acceptance or administration of its duties
               under the Indenture, including the costs and expenses of
               defending itself against or investigating any claim of liability
               in connection with the exercise or performance of any of its
               powers or duties under the Indenture.

          (g)  Subject as provided below, each Calculation Agent may at any time
               resign as Calculation Agent by giving not less than 60 days'
               written notice to the Trust and the Indenture Trustee (unless the
               Indenture Trustee is such Calculation Agent) of such intention on
               its part, specifying the date on which its resignation shall
               become effective. Except as provided below, the Trust may remove
               a Calculation Agent by giving not less than 20 days' written
               notice specifying such removal and the date when it shall become
               effective. Any such resignation or removal shall take effect
               upon:

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               (i)     the appointment by the Trust of a successor Calculation
                       Agent; and

               (ii)    the acceptance of such appointment by such successor
                       Calculation Agent,

               PROVIDED that with respect to any Calculation Agent who fails
               duly to establish the interest rate or amount for any Interest
               Reset Period, any such removal will take effect immediately upon
               such appointment of, and acceptance thereof by, a successor
               Calculation Agent approved by the Indenture Trustee (unless the
               Indenture Trustee is such Calculation Agent), in which event
               notice of such appointment shall be given to each Holder of the
               Notes as soon as practicable thereafter. The Trust agrees with
               each Calculation Agent that if, by the day falling 10 days before
               the expiration of any notice given pursuant to this Section
               4.5(g), the Trust has not appointed a replacement Calculation
               Agent, then the Calculation Agent shall be entitled, on behalf of
               the Trust, to appoint in its place a reputable financial
               institution of good standing reasonably acceptable to the Trust
               and the Indenture Trustee (unless the Indenture Trustee is such
               Calculation Agent); PROVIDED, HOWEVER, that notwithstanding the
               foregoing, the resignation or removal of the relevant Calculation
               Agent shall not be effective unless, upon the expiration of the
               notice given pursuant to this Section 4.5(g), the successor
               Calculation Agent shall have accepted its appointment. Upon its
               resignation or removal becoming effective, the retiring
               Calculation Agent shall be entitled to the payment of its
               compensation and reimbursement of all expenses incurred by such
               retiring Calculation Agent pursuant to Section 4.5(f) up to the
               effective date of such resignation or removal.

          (h)  If at any time a Calculation Agent shall resign or be removed, or
               shall become incapable of acting with respect to the Notes, or
               shall be adjudged as bankrupt or insolvent, or a receiver or
               liquidator of such Calculation Agent or of its property shall be
               appointed, or any public officer shall take charge or control of
               such Calculation Agent or its property or affairs for the purpose
               of rehabilitation, conservation or liquidation, then a successor
               Calculation Agent shall be appointed by the Trust by an
               instrument in writing filed with the successor Calculation Agent.
               Upon any such appointment of, and the acceptance of such
               appointment by, a successor Calculation Agent and (except in
               cases of removal for failure to establish the amount of interest)
               the giving of notice to each Holder of the Notes, the retiring
               Calculation Agent shall cease to be Calculation Agent under the
               Indenture.

          (i)  Any successor Calculation Agent appointed under the Indenture
               shall execute and deliver to its predecessor, the Trust and the
               Indenture Trustee (unless the Indenture Trustee is such
               Calculation Agent) a reasonably acceptable instrument, accepting
               such appointment under the Indenture, and thereupon such
               successor Calculation Agent, without any further act,

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               deed or conveyance, shall become vested with all the authority,
               rights, powers, trusts, immunities, duties and obligations of
               such predecessor with like effect as if originally named as a
               Calculation Agent under the Indenture, and such predecessor, upon
               payment of any amounts due pursuant to Section 4.5(f) and unpaid,
               shall thereupon become obliged to transfer and deliver, and such
               successor Calculation Agent shall be entitled to receive, copies
               of any relevant records maintained by such predecessor
               Calculation Agent.

          (j)  Any corporation into which a Calculation Agent may be merged or
               converted or with which it may be consolidated or any corporation
               resulting from any merger, conversion or consolidation to which
               such Calculation Agent shall be a party, or a corporation
               succeeding to all or substantially all of the paying agency
               business of such Calculation Agent shall be a successor
               Calculation Agent under the Indenture without the execution or
               filing of any paper or any further act on the part of any of the
               parties hereto, anything in the Indenture to the contrary
               notwithstanding. At least 30 days' prior notice of any such
               merger, conversion or consolidation shall be given to the Trust
               and the Indenture Trustee (unless the Indenture Trustee is such
               Calculation Agent).

     SECTION 4.6    CERTIFICATE TO INDENTURE TRUSTEE. The Trust will furnish to
the Indenture Trustee on or before - in each year (beginning with -) a brief
certificate (which need not comply with Section 13.5) as to its knowledge of the
Trust's compliance with all conditions and covenants under the Indenture (such
compliance to be determined without regard to any period of grace or requirement
of notice provided under the Indenture).

     SECTION 4.7    NEGATIVE COVENANTS. So long as any Notes are Outstanding,
the Trust will not, except as otherwise expressly permitted under the Indenture
or under the Trust Agreement:

               (i)     sell, transfer, exchange, assign, lease, convey or
                       otherwise dispose of any of its assets (whenever
                       acquired), including, without limitation, any portion of
                       the Collateral securing its Obligations under the Notes
                       and the Indenture;

               (ii)    engage in any business or activity other than in
                       connection with, or relating to the execution and
                       delivery of, and the performance of its obligations
                       under, the Trust Agreement, the Indenture, the
                       Administrative Services Agreement, the Distribution
                       Agreement, the Support and Expenses Agreement, the Terms
                       Agreement and each Funding Agreement; the issuance and
                       sale of any Notes pursuant to the Indenture; and the
                       transactions contemplated by, and the activities
                       necessary or incidental to, any of the foregoing;

                                       32
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               (iii)   incur, directly or indirectly, any Debt except for the
                       Notes or as otherwise contemplated under the Indenture or
                       under the Trust Agreement;

               (iv)    (A) permit the validity or effectiveness of the Indenture
                       or the Security Interest securing the Notes to be
                       impaired, or permit such Security Interest to be amended,
                       hypothecated, subordinated, terminated or discharged, (B)
                       permit any Person to be released from any covenants or
                       obligations under any Funding Agreement securing the
                       Notes, except as expressly permitted thereunder, under
                       the Indenture, the Trust Agreement, or each applicable
                       Funding Agreement, (C) create, incur, assume, or permit
                       any Lien or other encumbrance (other than the Security
                       Interests securing the Notes) on any of its properties or
                       assets (whenever acquired), or any interest therein or
                       the proceeds thereof, or (D) permit a lien with respect
                       to the Collateral not to constitute a valid first
                       priority perfected security interest in the Collateral
                       securing the Notes;

               (v)     amend, modify or fail to comply with any material
                       provision of the Trust Agreement, except for any
                       amendment or modification of the Trust Agreement
                       expressly permitted thereunder or under the Indenture or
                       the relevant Funding Agreement(s);

               (vi)    own any subsidiary or lend or advance any funds to, or
                       make any investment in, any Person, except for (A) the
                       investment of any funds of the Trust in the Funding Note
                       and (B) the investment of any funds of the Trust held by
                       the Indenture Trustee, a Paying Agent, the Delaware
                       Trustee or the Administrator as provided in the Indenture
                       or the Trust Agreement;

               (vii)   directly or indirectly declare or pay a distribution or
                       make any distribution or other payment, or redeem or
                       otherwise acquire or retire for value any securities
                       other than the Notes, PROVIDED that the Trust may declare
                       or pay a distribution or make any distribution or other
                       payment to the Trust Beneficial Owner in compliance with
                       the Trust Agreement if the Trust has paid or made
                       provision for the payment of all amounts due to be paid
                       on the Notes, and pay all of its debt, liabilities,
                       obligations and expenses, the payment of which is
                       provided for under the Support and Expenses Agreement;

               (viii)  become required to register as an "investment company"
                       under and as such term is defined in the Investment
                       Company Act of 1940, as amended;

               (ix)    enter into any transaction of merger or consolidation, or
                       liquidate or dissolve itself (or, to the fullest extent
                       permissible by law, suffer

                                       33
<Page>

                       any liquidation or dissolution), or acquire by purchase
                       or otherwise all or substantially all the business or
                       assets of, or any stock or other evidence of beneficial
                       ownership of, any Person;

               (x)     take any action that would cause the Trust not to be
                       either ignored or treated as a grantor trust for United
                       States Federal income tax purposes;

               (xi)    issue any Notes unless the Funding Agreement Provider has
                       affirmed in writing to the Trust that it has made changes
                       to its books and records to reflect the grant of a
                       security interest in, and the making of an assignment for
                       collateral purposes of, the relevant Funding Agreement(s)
                       by the Trust to the Indenture Trustee in accordance with
                       the terms of such Funding Agreement(s) and the Indenture
                       and the Trust has taken such other steps as may be
                       necessary to cause the Security Interest in or assignment
                       for all collateral purposes of, the Collateral to be
                       perfected for purposes of the UCC or effective against
                       its creditors and subsequent purchasers of the Collateral
                       pursuant to insurance or other state laws;

               (xii)   make any deduction or withholding from any payment of
                       principal of or interest on the Notes (other than amounts
                       that may be required to be withheld or deducted from such
                       payments under the Code or any other applicable tax law)
                       by reason of the payment of any taxes levied or assessed
                       upon any portion of the Collateral except to the extent
                       specified in the Indenture or a Note Certificate or
                       Supplemental Indenture;

               (xiii)  have any employees other than the Delaware Trustee and
                       the Administrator or any other persons necessary to
                       conduct its business and enter into transactions
                       contemplated under the Indenture, the Trust Agreement,
                       the Administrative Services Agreement, the Distribution
                       Agreement, the Support and Expenses Agreement, the Terms
                       Agreement, the Funding Note or any Funding Agreement;

               (xiv)   have an interest in any bank account other than the
                       accounts contemplated under the Indenture, the Trust
                       Agreement, the Terms Agreement, the Distribution
                       Agreement or any Funding Agreement and those accounts
                       expressly permitted by the Indenture Trustee; PROVIDED
                       that any such further accounts or such interest of the
                       Trust therein shall be charged or otherwise secured in
                       favor of the Indenture Trustee on terms acceptable to the
                       Indenture Trustee;

               (xv)    permit any Affiliate, employee or officer of the Funding
                       Agreement Provider or any Agent to be a trustee of the
                       Trust; or

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               (xvi)   commingle any of its assets with any assets of any of the
                       Trust's Affiliates, or guarantee any obligation of any of
                       the Trust's Affiliates.

     SECTION 4.8    ADDITIONAL AMOUNTS.

          If the Note Certificate(s) provide for the payment of Additional
Amounts, the Trust agrees to pay to the Holder of any such Note Additional
Amounts as provided in the Note Certificate(s). Whenever in the Indenture there
is mentioned, in any context, the payment of the principal of, or interest or
premium on, or in respect of, any Note or the net proceeds received on the sale
or exchange of any Note, such reference shall be deemed to include reference to
the payment of Additional Amounts provided by the terms established by the
Indenture or pursuant to the Indenture to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
such terms, and express reference to the payment of Additional Amounts in any
provision of the Indenture shall not be construed as excluding Additional
Amounts in those provisions hereof where such express reference is not made.

          If the Note Certificate(s) provide for the payment of Additional
Amounts, the Note Certificate will provide that the Trust will pay, or cause to
be paid, Additional Amounts to a Holder of Notes to compensate for any
withholding or deduction for or on account of any present or future taxes,
duties, levies, assessments or governmental charges of whatever nature imposed
or levied on payments on the Notes by or on behalf of any governmental authority
in the United States having the power to tax, so that the net amount received by
the Holder of the Notes, after giving effect to such withholding or deduction,
whether or not currently payable, will equal the amount that would have been
received under the Notes were no such deduction or withholding required;
provided that no such Additional Amounts shall be required for or on account of:

          (a)  any tax, duty, levy, assessment or other governmental charge
               imposed which would not have been imposed but for a Holder or
               beneficial owner of one or more of the Notes, (i) having any
               present or former connection with the United States, including,
               without limitation, being or having been a citizen or resident
               thereof, or having been present, having been incorporated in,
               having engaged in a trade or business or having (or having had) a
               permanent establishment or principal office therein, (ii) being a
               controlled foreign corporation within the meaning of Section
               957(a) of the Code related within the meaning of Section
               864(d)(4) of the Code, to the Funding Agreement Provider, (iii)
               being a bank for United States Federal income tax purposes whose
               receipt of interest on the Note is described in Section
               881(c)(3)(A) of the Code, (iv) being an actual or constructive
               owner of 10 percent or more of the total combined voting power of
               all classes of stock of the Funding Agreement Provider entitled
               to vote within the meaning of Section 871(h)(3) of the Code and
               Treasury Regulations promulgated thereunder or (v) being subject
               to backup withholding as of the date of the purchase by the
               Holder of the Notes;

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<Page>

          (b)  any tax, duty, levy, assessment or other governmental charge
               which would not have been imposed but for the presentation of the
               Note (where presentation is required) for payment on a date more
               than 30 days after the date on which such payment becomes due and
               payable or the date on which payment is duly provided for,
               whichever occurs later;

          (c)  any tax, duty, levy, assessment or other governmental charge
               which is imposed or withheld solely by reason of the failure of
               the beneficial owner or a Holder of Notes to comply with
               certification, identification or information reporting
               requirements concerning the nationality, residence, identity or
               connection with the United States of the beneficial owner or a
               Holder of Notes, if compliance is required by statute, by
               regulation of the United States Treasury Department, judicial or
               administrative interpretation, other law or by an applicable
               income tax treaty to which the United States is a party as a
               condition to exemption from such tax, duty, levy, assessment or
               other governmental charge;

          (d)  any inheritance, gift, estate, personal property, sales, transfer
               or similar tax, duty, levy, assessment, or similar governmental
               charge;

          (e)  any tax, duty, levy, assessment or other governmental charge that
               is payable otherwise than by withholding from payments in respect
               of the Notes;

          (f)  any tax, duty, levy, assessment or other governmental charge
               imposed by reason of payments on the Notes being treated as
               contingent interest described in Section 871(h)(4) of the Code
               for United States Federal income tax purposes provided that such
               treatment was described in the Pricing Supplement;

          (g)  any tax, duty, levy, assessment or other governmental charge that
               would not have been imposed but for an election by the Holder of
               the Note, the effect of which is to make payment in respect of
               the Notes subject to United States Federal income tax or
               withholding tax provisions; or

          (h)  any combination of items (a), (b), (c), (d), (e), (f) or (g)
               above.

                                    ARTICLE 5
        REMEDIES OF THE INDENTURE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

     SECTION 5.1    EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY; WAIVER
OF DEFAULT.

          (a)  "EVENT OF DEFAULT" with respect to the Notes wherever used in the
               Indenture, means each of the following events which shall have
               occurred and be continuing (whatever the reason for such Event of
               Default and whether it shall be voluntary or involuntary or be
               effected by operation of law or pursuant to any judgment, decree
               or order of any court or any order, rule or regulation of any
               administrative or governmental body):

                                       36
<Page>

               (i)     default in the payment when due and payable of the
                       principal of, or any premium on, any Note;

               (ii)    default in the payment, when due and payable, of any
                       interest on, or any Additional Amounts with respect to,
                       any Note and continuance of such default for a period of
                       five Business Days;

               (iii)   any "Event of Default", as such term is defined in any
                       Funding Agreement securing the Notes, by the Funding
                       Agreement Provider under such Funding Agreement;

               (iv)    the Trust shall fail to observe or perform any covenant
                       contained in the Notes or in the Indenture for a period
                       of 30 days after the date on which written notice
                       specifying such failure, stating that such notice is a
                       "Notice of Default" under the Indenture and demanding
                       that the Trust remedy the same, shall have been given by
                       registered or certified mail, return receipt requested,
                       to the Trust by the Indenture Trustee, or to the Trust
                       and the Indenture Trustee by the Holder or Holders of at
                       least 25% in aggregate principal amount of the Notes
                       Outstanding; or

               (v)     the Indenture for any reason shall cease to be in full
                       force and effect or shall be declared null and void, or
                       the Indenture Trustee shall fail to have or maintain a
                       validly created and first priority perfected security
                       interest (or the equivalent thereof) in the Collateral;
                       or any Person shall successfully claim, as finally
                       determined by a court of competent jurisdiction that any
                       Lien for the benefit of the Holders of the Notes and any
                       other Person for whose benefit the Indenture Trustee is
                       or will be holding the Collateral, that the Collateral is
                       void or is junior to any other Lien or that the
                       enforcement thereof is materially limited because of any
                       preference, fraudulent transfer, conveyance or similar
                       law;

               (vi)    an involuntary case or other proceeding shall be
                       commenced against the Trust seeking liquidation,
                       reorganization or other relief with respect to it or its
                       debts under any bankruptcy, insolvency, reorganization or
                       other similar law or seeking the appointment of a
                       trustee, receiver, liquidator, custodian or other similar
                       official of it or any substantial part of its property,
                       and such involuntary case or other proceeding shall
                       remain undismissed and unstayed for a period of 60 days;
                       or an order for relief shall be entered against the Trust
                       under the Federal bankruptcy laws as now or hereafter in
                       effect;

               (vii)   the Trust shall commence a voluntary case or other
                       proceeding seeking liquidation, reorganization or other
                       relief with respect to itself or its debts under any
                       bankruptcy, insolvency, reorganization

                                       37
<Page>

                       or other similar law or seeking the appointment of a
                       trustee, receiver, liquidator, custodian or other similar
                       official of it or any substantial part of its property,
                       or shall consent to any such relief or to the appointment
                       of or taking possession by any such official in an
                       involuntary case or other proceeding commenced against
                       it, or shall make a general assignment for the benefit of
                       creditors, or shall fail generally to pay its debts as
                       they become due, or shall take any action to authorize
                       any of the foregoing; or

               (viii)  any other Event of Default provided in any Supplemental
                       Indenture or in a Note Certificate.

          (b)  If one or more Events of Default shall have occurred and be
               continuing with respect to the Notes, then, and in every such
               event, unless the principal of all of the Notes shall have
               already become due and payable, either the Indenture Trustee or
               the Holder or Holders of not less than 25% in aggregate principal
               amount of the Notes Outstanding under the Indenture by notice in
               writing to the Trust (and to the Indenture Trustee if given by
               such Holder or Holders), may declare the entire principal and
               premium (if any) of all the Notes, any interest accrued thereon,
               and any Additional Amounts due and owing and any other amounts
               payable with respect thereto, to be due and payable immediately,
               and upon any such declaration the same shall become immediately
               due and payable; PROVIDED that, if any Event of Default specified
               in Section 5.1(a)(vi) or 5.1(a)(vii) occurs with respect to the
               Trust, or if any Event of Default specified in Section
               5.1(a)(iii) that would cause any Funding Agreement securing the
               Notes to become immediately due and payable occurs with respect
               to the Funding Agreement Provider, then without any notice to the
               Trust or any other act by the Indenture Trustee or any Holder of
               any Notes, the entire principal and premium (if any) of all the
               Notes, any interest accrued thereon, and any Additional Amounts
               due and owing, and any other amounts payable with respect
               thereto, shall become immediately due and payable without
               presentment, demand, protest or other notice of any kind, all of
               which are hereby waived by the Trust.

          (c)  Notwithstanding Section 5.1(b), if at any time after the
               principal and premium of the Notes, any interest accrued thereon,
               and any Additional Amounts due and owing and any other amounts
               payable with respect thereto shall have been so declared due and
               payable and before any judgment or decree for the payment of the
               funds due shall have been obtained or entered as provided in the
               Indenture, the Trust shall pay or shall deposit with the
               Indenture Trustee a sum sufficient to pay all due and payable
               interest on, and any Additional Amounts due and owing and any
               other amounts payable with respect to, the Notes and the
               principal and premium (if any) of any and all Notes which shall
               have become due and payable otherwise than by acceleration
               pursuant to Section 5.1(b) above (with interest on such principal
               and, to the extent that payment of such

                                       38
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               interest is enforceable under applicable law, on any overdue
               interest and any other amounts payable, at the same rate as the
               rate of interest specified in each Note Certificate to the date
               of such payment or deposit) and such amount as shall be
               sufficient to cover reasonable compensation to the Indenture
               Trustee and each predecessor Indenture Trustee, their respective
               agents, attorneys and counsel, and all other expenses and
               liabilities incurred, and all advances made, by the Indenture
               Trustee and each predecessor Indenture Trustee except as a result
               of negligence or bad faith, and if any and all Events of Default
               under the Indenture, other than the non-payment of the principal
               of and premium (if any) on the Notes which shall have become due
               by acceleration, shall have been cured, waived or otherwise
               remedied as provided in the Indenture, then and in every such
               case the Holder Representative (as defined in Section 5.8(a)
               hereof), by written notice to the Trust and to the Indenture
               Trustee, may waive all defaults and rescind and annul such
               declaration and its consequences, but no such waiver or
               rescission and annulment shall extend to or shall affect any
               subsequent default or shall impair any right consequent thereon.

     SECTION 5.2    COLLECTION OF INDEBTEDNESS BY INDENTURE TRUSTEE; INDENTURE
TRUSTEE MAY PROVE DEBT.

          (a)  Subject to Section 5.1(c), if any Event of Default contained in
               Section 5.1(a)(i) or (ii) shall have occurred and be continuing,
               the Trust will, upon demand by the Indenture Trustee, pay to the
               Indenture Trustee for the benefit of each Holder of the Notes the
               whole amount that then shall have become due and payable of the
               principal of, any premium and interest on, and any Additional
               Amounts due and owing and any other amounts payable with respect
               to, the Notes (with interest to the date of such payment upon the
               overdue principal and, to the extent that payment of such
               interest is enforceable under applicable law, on overdue interest
               and any other amounts payable at the same rate as the rate of
               interest specified in the Notes); and in addition thereto, such
               further amount as shall be sufficient to cover the costs and
               expenses of collection, including reasonable compensation to the
               Indenture Trustee and each predecessor Indenture Trustee, their
               respective agents, attorneys and counsel, and any expenses and
               liabilities incurred, and all advances made, by the Indenture
               Trustee and each predecessor Indenture Trustee except as a result
               of its negligence or bad faith.

          (b)  Until such demand is made by the Indenture Trustee, the Trust may
               pay the principal of, any premium and interest on, and any
               Additional Amounts due and owing and any other amounts payable
               with respect to, the Notes to the Holders, whether or not the
               Notes be overdue.

          (c)  If the Trust shall fail to pay such amounts upon such demand, the
               Indenture Trustee, in its own name and as trustee of an express
               trust, shall be entitled and empowered to institute any action or
               proceedings at law or

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<Page>

               in equity for the collection of the sums so due and unpaid, and
               may prosecute any such action or proceedings to judgment or final
               decree, and may enforce any such judgment or final decree against
               the Trust or other obligor upon the Notes and collect in the
               manner provided by law out of the property of the Trust or other
               obligor upon the Notes, wherever the funds adjudged or decreed to
               be payable are situated. If there shall be pending proceedings
               relative to the Trust or any other obligor upon the Notes under
               Title 11 of the United States Code or any other applicable
               Federal or state bankruptcy, insolvency or other similar law, or
               if a receiver, assignee or trustee in bankruptcy or
               reorganization, liquidator, sequestrator or similar official
               shall have been appointed for or taken possession of the Trust or
               its property or such other obligor, or in case of any other
               comparable judicial proceedings relative to the Trust or other
               obligor upon the Notes, or to the creditors or property of the
               Trust or such other obligor, the Indenture Trustee, irrespective
               of whether the principal of the Notes shall then be due and
               payable as therein expressed or by declaration or otherwise and
               irrespective of whether the Indenture Trustee shall have made any
               demand pursuant to the provisions of this Section, shall be
               entitled and empowered, by intervention in such proceedings or
               otherwise:

               (i)     to file such proofs of a claim or claims and to file such
                       other papers or documents as may be necessary or
                       advisable in order to have the claims of the Indenture
                       Trustee (including any claim for reasonable compensation
                       to the Indenture Trustee and each predecessor Indenture
                       Trustee, and their respective agents, attorneys and
                       counsel, and for reimbursement of all expenses and
                       liabilities incurred, and all advances made, by the
                       Indenture Trustee and each predecessor Indenture Trustee,
                       except as those adjudicated in a court of competent
                       jurisdiction to be the result of any such Indenture
                       Trustee's negligence or bad faith) and of the Holders
                       allowed in any judicial proceedings relative to the Trust
                       or other obligor upon the Notes, or to the creditors or
                       property of the Trust or such other obligor,

               (ii)    unless prohibited by applicable law and regulations, to
                       vote on behalf of the Holders of the Notes in any
                       election of a trustee or a standby trustee in
                       arrangement, reorganization, liquidation or other
                       bankruptcy or insolvency proceedings or Person performing
                       similar functions in comparable proceedings, and

               (iii)   to collect and receive any funds or other property
                       payable or deliverable on any such claims, and to
                       distribute all amounts received with respect to the
                       claims of each Holder and of the Indenture Trustee on
                       each Holder's behalf; and any trustee, receiver, or
                       liquidator, custodian or other similar official is hereby
                       authorized by each Holder to make payments to the
                       Indenture

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                       Trustee, and, in the event that the Indenture Trustee
                       shall consent to the making of payments directly to any
                       Holder, to pay to the Indenture Trustee such amounts as
                       shall be sufficient to cover reasonable compensation to
                       the Indenture Trustee, each predecessor Indenture Trustee
                       and their respective agents, attorneys and counsel, and
                       all other expenses and liabilities incurred, and all
                       advances made, by the Indenture Trustee and each
                       predecessor Indenture Trustee except as those adjudicated
                       in a court of competent jurisdiction to be the result of
                       any such Indenture Trustee's negligence or bad faith.

          (d)  Nothing contained in the Indenture shall be deemed to authorize
               the Indenture Trustee to authorize or consent to or vote for or
               accept or adopt on behalf of any Holder any plan or
               reorganization, arrangement, adjustment or composition affecting
               the Notes or the rights of any Holder thereof, or to authorize
               the Indenture Trustee to vote in respect of the claim of any
               Holder in any such proceeding except, as aforesaid, to vote for
               the election of a trustee in bankruptcy or similar Person.

          (e)  All rights of action and of asserting claims under the Indenture,
               or under any of the Notes, may be enforced by the Indenture
               Trustee without the possession of any of the Notes or the
               production thereof on any trial or other proceedings relative
               thereto, and any such action or proceedings instituted by the
               Indenture Trustee shall be brought in its own name as trustee of
               an express trust, and any recovery of judgment, subject to the
               payment of the expenses, disbursements and compensation of the
               Indenture Trustee, each predecessor Indenture Trustee and their
               respective agents and attorneys, shall be for the ratable benefit
               of each Holder.

          (f)  In any proceedings brought by the Indenture Trustee (and also any
               proceedings involving the interpretation of any provision of the
               Indenture to which the Indenture Trustee shall be a party) the
               Indenture Trustee shall be held to represent every Holder of the
               Notes, and it shall not be necessary to make any Holder of the
               Notes party to any such proceedings.

     SECTION 5.3    APPLICATION OF PROCEEDS.

          (a)  Any funds collected by the Indenture Trustee following an Event
               of Default pursuant to this Article or otherwise under the
               Indenture and any applicable Supplemental Indenture in respect of
               the Notes shall be applied in the following order at the date or
               dates fixed by the Indenture Trustee and, in case of the
               distribution of such funds on account of principal, any premium
               and interest and any Additional Amounts, upon presentation of the
               Note Certificate or Note Certificates representing the Notes and
               the notation thereon of the payment if only partially paid or
               upon the surrender thereof if fully paid:

                                       41
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               FIRST: To the payment of costs and expenses, including reasonable
     compensation to the Indenture Trustee and each predecessor Indenture
     Trustee and their respective agents and attorneys and of all expenses and
     liabilities incurred, and all advances made, by the Indenture Trustee and
     each predecessor Indenture Trustee except as those adjudicated in a court
     of competent jurisdiction to be the result of any such Indenture Trustee's
     negligence or bad faith, in an aggregate amount of no more than $250,000 to
     the extent not paid pursuant to the Support Agreement;

               SECOND: To the payment of principal, any premium and interest,
     any Additional Amounts and any other amounts then due and owing on the
     Notes, ratably, without preference or priority of any kind, according to
     the aggregate principal amounts due and payable on the Notes;

               THIRD: To the payment of any other Obligations then due and owing
     with respect to the Notes, ratably, without preference or priority of any
     kind; and

               FOURTH: To the payment of any remaining balance to the Trust.

          (b)  Any funds collected by the Indenture Trustee where no Event of
               Default exists pursuant to Article 5 or otherwise under the
               Indenture and any applicable Supplemental Indenture in respect of
               the Notes shall be applied in the following order at the date or
               dates fixed by the Indenture Trustee and, in case of the
               distribution of such funds on account of principal, any premium
               and interest, and any Additional Amounts, upon presentation, if
               applicable, of the Note Certificate or Note Certificates
               representing the Notes and the notation thereon of the payment if
               only partially paid or upon the surrender thereof if fully paid:

               FIRST: To the payment of principal, any premium and interest, any
     Additional Amounts, and any other amounts then due and owing on the Notes,
     ratably, without preference or priority of any kind, according to the
     aggregate principal amounts due and payable on the Notes;

               SECOND: To the payment of any other Obligations then due and
     owing with respect to the Notes, ratably, without preference or priority of
     any kind; and

               THIRD: To the payment of any remaining balance to the Trust.

     SECTION 5.4    SUITS FOR ENFORCEMENT. If an Event of Default has occurred,
has not been waived and is continuing, the Indenture Trustee may in its
discretion proceed to protect and enforce the rights vested in it by the
Indenture by such appropriate judicial proceedings as the Indenture Trustee
shall deem most effectual to protect and enforce any of such rights, either at
law or in equity or in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in the Indenture or in aid of
the exercise of any power granted in the Indenture or to enforce any other legal
or equitable right vested in the Indenture Trustee by the Indenture or by law.

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     SECTION 5.5    RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS. If the
Indenture Trustee shall have proceeded to enforce any right under the Indenture
and such proceedings shall have been discontinued or abandoned for any reason,
or shall have been determined adversely to the Indenture Trustee, then and in
every such case the Trust and the Indenture Trustee shall be restored
respectively to their former positions and rights under the Indenture, and all
rights, remedies and powers of the Trust, the Indenture Trustee and each Holder
shall continue as though no such proceedings had been taken.

     SECTION 5.6    LIMITATIONS ON SUITS BY HOLDERS. No Holder of any Note shall
have any right by virtue or by availing of any provision of the Indenture to
institute any action or proceeding at law or in equity or in bankruptcy or
otherwise upon or under or with respect to the Indenture, or for the appointment
of a trustee, receiver, liquidator, custodian or other similar official or for
any other remedy under the Indenture, unless:

               (i)     such Holder has previously given written notice to the
                       Indenture Trustee of a continuing Event of Default;

               (ii)    the Holder or Holders of Notes representing not less than
                       25% of the aggregate principal amount of the Outstanding
                       notes of such series shall have made written request to
                       the Indenture Trustee to institute proceedings in respect
                       of such Event of Default in its own name as the Indenture
                       Trustee;

               (iii)   such Holder or Holders have offered to the Indenture
                       Trustee indemnity or security satisfactory to it against
                       the costs, expenses and liabilities to be incurred in
                       compliance with such request;

               (iv)    the Indenture Trustee for 60 days after its receipt of
                       such notice, request and offer of indemnity shall have
                       failed to institute any such action or proceedings; and

               (v)     no direction inconsistent with such written request shall
                       have been given to the Indenture Trustee during such
                       60-day period by the Holder or Holders of Notes
                       representing at least 66?% of the aggregate principal
                       amount of the Notes then Outstanding;

it being understood and intended, and being expressly covenanted by each Holder
of a Note with each other Holder of a Note and the Indenture Trustee, that no
Holder or Holders of Notes shall have any right in any manner whatever by virtue
of, or by availing of, any provision of the Indenture to affect, disturb or
prejudice the rights of any other Holder of any Note, or to obtain or seek to
obtain priority over or preference to any other Holder of any Note or to enforce
any right under the Indenture, except in the manner provided herein and for the
equal, ratable and common benefit of all the Holders of the Notes. For the
protection and enforcement of the provisions of this Section, each Holder and
the Indenture Trustee shall be entitled to such relief as can be given either at
law or in equity.

     Notwithstanding any other provisions in the Indenture, however, the right
of any Holder of any Note, which is absolute and unconditional, to receive
payment of the principal of (and

                                       43
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premium, if any), and interest on, if any, and Additional Amounts with respect
to, if any, such Note, on or after the respective due dates expressed in such
Note, or to institute suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of
such Holder.

     SECTION 5.7    POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER
OF DEFAULT.

          (a)  Except as provided in Section 2.7, no right or remedy in the
               Indenture conferred upon or reserved to the Indenture Trustee or
               to any Holder is intended to be exclusive of any other right or
               remedy, and every right and remedy shall, to the extent permitted
               by law, be cumulative and in addition to every other right and
               remedy given under the Indenture or existing at law or in equity
               or otherwise. The assertion or employment of any right or remedy
               under the Indenture, or otherwise, shall not prevent the
               concurrent assertion or employment of any other appropriate right
               or remedy.

          (b)  No delay or omission of the Indenture Trustee or of any Holder of
               any Note to exercise any right or power accruing upon any Event
               of Default occurring and continuing as aforesaid shall impair any
               such right or power or shall be construed to be a waiver of any
               such Event of Default or an acquiescence therein; and, subject to
               Section 5.6, every power and remedy given by the Indenture or by
               law to the Indenture Trustee or to any Holder may be exercised
               from time to time, and as often as shall be deemed expedient, by
               the Indenture Trustee or by such Holder.

     SECTION 5.8    CONTROL BY THE HOLDERS.

          (a)  The Holders of a majority in aggregate principal amount of the
               Notes at the time Outstanding shall have the right to elect a
               holder representative (the "HOLDER REPRESENTATIVE") who shall
               have binding authority upon all the Holders and who shall direct
               the time, method, and place of conducting any proceeding for any
               remedy available to the Indenture Trustee, or exercising any
               trust or power conferred on the Indenture Trustee by the
               Indenture, PROVIDED that:

               (i)     such direction shall not be otherwise than in accordance
                       with law and the provisions of the Indenture; and

               (ii)    subject to the provisions of Section 6.1, the Indenture
                       Trustee shall have the right to decline to follow any
                       such direction if the Indenture Trustee, being advised by
                       counsel, shall determine that the action or proceeding so
                       directed may not lawfully be taken or if the Indenture
                       Trustee in good faith by its board of directors, the
                       executive committee, or a trust committee of directors or
                       Responsible Officers of the Indenture Trustee shall
                       determine that

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                       the action or proceedings so directed would involve the
                       Indenture Trustee in personal liability.

          (b)  Nothing in the Indenture shall impair the right of the Indenture
               Trustee in its discretion to take any action deemed proper by the
               Indenture Trustee and which is not inconsistent with such
               direction by the Holders.

     SECTION 5.9    WAIVER OF PAST DEFAULTS. Prior to the declaration of the
maturity of the Notes as provided in Section 5.1, the Holder Representative may
on behalf of the Holders of all the Notes waive any past default or Event of
Default under the Indenture and its consequences, except a default:

               (i)     in the payment of principal of, any premium or interest
                       on, or any Additional Amounts with respect to, any of the
                       Notes; or

               (ii)    in respect of a covenant or provision of the Indenture
                       which cannot be modified or amended without the consent
                       of the Holder of each Note.

Upon any such waiver, such default shall cease to exist and be deemed to have
been cured and not to have occurred, and any Event of Default arising therefrom
shall be deemed to have been cured, and not to have occurred for every purpose
of the Indenture; but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon.

                                    ARTICLE 6
                              THE INDENTURE TRUSTEE

     SECTION 6.1    CERTAIN DUTIES AND RESPONSIBILITIES.

          (a)  Except if an Event of Default has occurred and is continuing (and
               it has not been cured or waived), the Indenture Trustee
               undertakes to perform such duties and only such duties with
               respect to such Notes as are specifically set forth in the
               Indenture. No implied covenants or obligations shall be read into
               the Indenture against the Indenture Trustee.

          (b)  If an Event of Default has occurred and is continuing (and it has
               not been cured or waived), the Indenture Trustee shall exercise
               such of the rights and powers with respect to the Notes vested in
               it by the Indenture, and use the same degree of care and skill in
               their exercise, as a prudent person would exercise or use under
               the circumstances in the conduct of his or her own affairs.

          (c)  No provision of the Indenture shall be construed to relieve the
               Indenture Trustee from liability for its own negligent action,
               its own negligent failure to act or its own willful misconduct,
               except that:

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               (i)     this subsection (c) shall not be construed to limit the
                       effect of subsection (a) of this Section;

               (ii)    in the absence of bad faith on its part, the Indenture
                       Trustee may conclusively rely, as to the truth of the
                       statements and the correctness of the opinions expressed
                       therein, upon certificates or opinions furnished to the
                       Indenture Trustee and conforming to the requirements of
                       the Indenture unless a Responsible Officer of the
                       Indenture Trustee has actual knowledge that such
                       statements or opinions are false; provided that the
                       Indenture Trustee must examine such certificates and
                       opinions to determine whether they conform to the
                       requirements of the Indenture;

               (iii)   the Indenture Trustee shall not be liable for any error
                       of judgment made in good faith by any Responsible Officer
                       of the Indenture Trustee, unless it is proved that the
                       Indenture Trustee was negligent in ascertaining the
                       pertinent facts;

               (iv)    the Indenture Trustee shall not be liable with respect to
                       any action taken or omitted to be taken by it in good
                       faith in accordance with the direction of the Holder
                       Representative relating to the time, method and place of
                       conducting any proceeding for any remedy available to the
                       Indenture Trustee, or exercising any trust or power
                       conferred upon the Indenture Trustee, under the Indenture
                       with respect to the Notes; and

               (v)     no provision of the Indenture shall require the Indenture
                       Trustee to expend or risk its own funds or otherwise
                       incur any financial liability in the performance of any
                       of its duties under the Indenture, or in the exercise of
                       any of its rights or powers, if it shall have reasonable
                       grounds for believing that repayment of such funds or
                       adequate indemnity against such liability is not
                       reasonably assured to it.

          (d)  Whether or not therein expressly so provided, every provision of
               the Indenture relating to the conduct or affecting the liability
               of or affording protection to the Indenture Trustee shall be
               subject to the provisions of this Section.

     SECTION 6.2    CERTAIN RIGHTS OF THE INDENTURE TRUSTEE. Subject to Section
6.1:

          (a)  the Indenture Trustee may rely and shall be protected in acting
               or refraining from acting upon any resolution, certificate,
               statement, instrument, opinion, report, notice, request, consent,
               order, bond, debenture, note, coupon, security or other paper or
               document believed by it to be genuine and to have been signed or
               presented by the proper party or parties;

                                       46
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          (b)  any request, direction, order or demand of the Trust mentioned in
               the Indenture shall be sufficiently evidenced by a Trust
               Certificate (unless other evidence in respect thereof be
               specifically prescribed in the Indenture);

          (c)  the Indenture Trustee may consult with counsel and any advice of
               such counsel or any Opinion of Counsel shall be full and complete
               authorization and protection in respect of any action taken,
               suffered or omitted to be taken by it under the Indenture in good
               faith and in reliance on such advice or Opinion of Counsel;

          (d)  the Indenture Trustee shall be under no obligation to exercise
               any of the trusts or powers vested in it by the Indenture at the
               request, order or direction of any Holder Representative pursuant
               to the provisions of the Indenture, unless such Holder
               Representative shall have offered to the Indenture Trustee
               reasonable security or indemnity against the costs, expenses and
               liabilities which might be incurred by it in compliance with such
               request, order or direction;

          (e)  whenever in the administration of the Indenture the Indenture
               Trustee shall deem it necessary or desirable that a matter be
               proved or established prior to taking or suffering or omitting
               any action under the Indenture, such matter (unless other
               evidence in respect thereof be specifically prescribed in the
               Indenture) may, in the absence of negligence or bad faith on its
               part, be deemed to be conclusively proved and established by a
               Trust Certificate delivered to the Indenture Trustee;

          (f)  the Indenture Trustee shall not be liable for any action taken or
               omitted by it in good faith and believed by it to be authorized
               or within the discretion, rights or powers conferred upon it by
               the Indenture;

          (g)  the Indenture Trustee shall not be bound to make any
               investigation into the facts or matters stated in any resolution,
               certificate, statement, instrument, opinion, report, notice,
               request, consent, order, approval, appraisal, bond, debenture,
               note, coupon, security, or other paper or document unless
               requested in writing so to do by the Holder Representative;
               PROVIDED that, if the payment within a reasonable time to the
               Indenture Trustee of the costs, expenses or liabilities likely to
               be incurred by it in the making of such investigation is, in the
               opinion of the Indenture Trustee, not reasonably assured to the
               Indenture Trustee by the security afforded to it by the terms of
               the Indenture, the Indenture Trustee may require reasonable
               indemnity against such expenses or liabilities as a condition to
               proceeding; the reasonable expenses of every such examination
               shall be paid by the Trust or, if paid by the Indenture Trustee
               or any predecessor trustee, shall be repaid by the Trust upon
               demand; and

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          (h)  the Indenture Trustee may execute any of the trusts or powers
               under the Indenture or perform any duties under the Indenture
               either directly or by or through agents or attorneys not
               regularly in its employ and the Indenture Trustee shall not be
               responsible for any misconduct or negligence on the part of any
               such agent or attorney appointed with due care by it under the
               Indenture.

     SECTION 6.3    NOT RESPONSIBLE FOR RECITALS, VALIDITY OF THE NOTES OR
APPLICATION OF THE PROCEEDS. The recitals contained in the Indenture and in the
Notes, except the Indenture Trustee's certificates of authentication, shall be
taken as the statements of the Trust, and the Indenture Trustee assumes no
responsibility for the correctness of the same. The Indenture Trustee makes no
representation as to the validity or sufficiency of the Indenture or of the
Notes, or of any Funding Agreement, or of the Collateral. The Indenture Trustee
shall not be accountable for the use or application by the Trust of any of the
Notes, the Funding Agreement or of the proceeds thereof.

     SECTION 6.4    MAY HOLD NOTES; COLLECTIONS, ETC. The Indenture Trustee or
any agent of the Trust or the Indenture Trustee, in its individual or any other
capacity, may become the owner or pledgee of Notes with the same rights it would
have if it were not the Indenture Trustee or such agent and, subject to Section
6.7 and Section 311(a) of the Trust Indenture Act, may otherwise deal with the
Trust, the Administrator, the Funding Agreement Provider and any other
interested party, and receive, collect, hold and retain collections from the
Trust with the same rights it would have if it were not the Indenture Trustee or
such agent.

     SECTION 6.5    FUNDS HELD BY INDENTURE TRUSTEE. Subject to the provisions
of Section 11.4, all funds received by the Indenture Trustee shall, until used
or applied as provided in the Indenture, be held in trust for the purposes for
which they were received. The Indenture Trustee (and each of its agents and
Affiliates) shall deposit all cash amounts received by it (or any such agents or
Affiliates) that are derived from the Collateral for the benefit of the Holders
of Notes in a segregated account maintained or controlled by the Indenture
Trustee, consistent with the rating of the Outstanding Notes. Neither the
Indenture Trustee nor any agent of the Trust or the Indenture Trustee shall be
under any liability for interest on any funds received by it under the
Indenture.

     SECTION 6.6    COMPENSATION; REIMBURSEMENT; INDEMNIFICATION.

          (a)  The Trust covenants and agrees:

               (i)     to pay to the Indenture Trustee from time to time, and
                       the Indenture Trustee shall be entitled to, reasonable
                       compensation for all services rendered by it under the
                       Indenture (which compensation shall not be limited by any
                       provision of law in regard to the compensation of a
                       trustee of an express trust);

               (ii)    except as otherwise provided in the Indenture, to pay or
                       reimburse the Indenture Trustee upon its request for all
                       reasonable expenses, disbursements and advances incurred
                       or made by the Indenture

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                       Trustee in accordance with any provision of the Indenture
                       (including the reasonable compensation and the expenses
                       and disbursements of its agents and counsel), except any
                       such expense, disbursement or advance as may arise from
                       its negligence or bad faith; and

               (iii)   to indemnify the Indenture Trustee for, and to hold it
                       harmless against, any loss, liability or expense incurred
                       without negligence or bad faith on its part, arising out
                       of or in connection with the acceptance or administration
                       of the Indenture or the trusts under the Indenture and
                       its duties under the Indenture, including the costs and
                       expenses of defending itself against or investigating any
                       claim of liability in connection with the exercise or
                       performance of any of its powers or duties under the
                       Indenture.

          (b)  The obligations of the Trust under this Section to compensate and
               indemnify the Indenture Trustee and to pay or reimburse the
               Indenture Trustee for expenses, disbursements and advances shall
               constitute additional indebtedness under the Indenture and shall
               survive the satisfaction and discharge of the Indenture and any
               resignation or removal of the Indenture Trustee.

     SECTION 6.7    CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

          (a)  There shall at all times be an Indenture Trustee under the
               Indenture which shall:

               (i)     be a national banking association or a banking
                       corporation authorized under its laws of incorporation
                       and the laws of the jurisdiction in which it administers
                       the Indenture and any Supplemental Indenture to exercise
                       corporate trust powers, having an aggregate capital,
                       surplus of at least $50,000,000; provided that if such
                       banking corporation publishes reports of condition at
                       least annually, pursuant to law or to the requirements of
                       its Federal, State or other governmental supervisor, then
                       for the purposes of this Section, the aggregate capital,
                       surplus and undivided profits of such banking corporation
                       shall be deemed to be its aggregate capital, surplus and
                       undivided profits as set forth in its most recent report
                       of condition so published;

               (ii)    not be affiliated (as such term is defined in Rule 405
                       under the Securities Act) with the Trust or with any
                       Person involved in the organization or operation of the
                       Trust; and

               (iii)   not offer or provide credit or credit enhancement to the
                       Trust.

          (b)  If at any time the Indenture Trustee shall cease to be eligible
               in accordance with the provisions of Section 6.7(a) or the
               requirements of Section 310 of

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               the Trust Indenture Act, the Indenture Trustee shall resign
               immediately in the manner and with the effect specified in
               Section 6.8.

     SECTION 6.8    RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE.

          (a)  The Indenture Trustee may at any time resign by giving not less
               than 90 days' prior written notice of resignation to the Trust
               and to the Holders of Notes as provided in the Indenture. Upon
               receiving such notice of resignation, the Trust shall promptly
               cause a successor trustee with respect to the applicable series
               to be appointed by written instrument in duplicate, executed by
               the Trust, one copy of which instrument shall be delivered to the
               resigning trustee and one copy to the successor indenture
               trustee. If no successor trustee shall have been so appointed and
               have accepted appointment within 30 days after the giving of such
               notice of resignation, the resigning trustee may petition any
               court of competent jurisdiction for the appointment of a
               successor indenture trustee. Such court may thereupon, after such
               notice, if any, as it may deem proper and prescribe, appoint a
               successor trustee.

          (b)  If at any time:

               (i)     the Indenture Trustee shall cease to be eligible in
                       accordance with the provisions of Section 6.7(a) or the
                       requirements of Section 310(a) of the Trust Indenture Act
                       or any applicable Supplemental Indenture and shall fail
                       to resign pursuant to Section 6.7(b) or following written
                       request therefor by the Trust or by any such Holder
                       pursuant to Section 6.8(c);

               (ii)    the Indenture Trustee shall become incapable of acting
                       with respect to the Notes, or shall be adjudged as
                       bankrupt or insolvent, or a receiver or liquidator of the
                       Indenture Trustee or of its property shall be appointed,
                       or any public officer shall take charge or control of the
                       Indenture Trustee or of its property or affairs for the
                       purpose of rehabilitation, conservation or liquidation;
                       or

               (iii)   the Indenture Trustee shall fail to comply with the
                       obligations imposed upon it under Section 310(b) of the
                       Trust Indenture Act with respect to the Notes after
                       written request therefor by the Trust or any Holder of a
                       Note who has been a bona fide Holder of a Note for at
                       least six months;

then, in any such case, except during the existence of an Event of Default, the
Trust may remove the Indenture Trustee and appoint a successor trustee by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the Indenture Trustee so removed and one copy to the successor
trustee.

          (c)  In addition to the right of petition given to the resigning
               trustee and the right of removal given to the Trust under
               Sections 6.8(a) and 6.8(b),

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               respectively, any Holder who has been a Holder of Notes for at
               least six months may, on behalf of itself and all others
               similarly situated, petition any court of competent jurisdiction
               for the appointment of a successor trustee or the removal of the
               Indenture Trustee and the appointment of a successor trustee, as
               the case may be. Such court may thereupon, after such notice, if
               any, as it may deem proper and prescribe, appoint a successor
               trustee or remove the Indenture Trustee and appoint a successor
               trustee, as the case may be.

          (d)  The Holder Representative may at any time remove the Indenture
               Trustee and appoint a successor trustee by delivering to the
               Indenture Trustee so removed, to the successor trustee so
               appointed and to the Trust the evidence provided for in Section
               8.1 of the action in that regard taken by a Holder.

          (e)  Any resignation or removal of the Indenture Trustee and any
               appointment of a successor trustee pursuant to any of the
               provisions of this Section 6.8 shall only become effective upon
               acceptance of appointment by the successor trustee as provided in
               Section 6.9.

     SECTION 6.9    ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE.

          (a)  Every successor trustee appointed as provided in Section 6.8
               shall execute, acknowledge and deliver to the Trust and to its
               predecessor indenture trustee an instrument accepting such
               appointment, and thereupon the resignation or removal of the
               predecessor indenture trustee shall become effective and such
               successor indenture trustee, without any further act, deed or
               conveyance, shall become vested with all rights, powers, duties
               and obligations of its predecessor under the Indenture, with like
               effect as if originally named as indenture trustee under the
               Indenture; but, nevertheless, on the written request of the Trust
               or of the successor indenture trustee, upon payment of its
               charges then unpaid, the indenture trustee ceasing to act shall,
               subject to Section 11.4, pay over to the successor indenture
               trustee all funds at the time held by it under the Indenture and
               shall execute and deliver an instrument transferring to such
               successor indenture trustee all such rights, powers, duties and
               obligations. Upon request of any such successor indenture
               trustee, the Trust shall execute any and all instruments in
               writing for more fully and certainly vesting in and confirming to
               such successor indenture trustee all such rights and powers.
               Subject to the Lien created under the Indenture, any indenture
               trustee ceasing to act shall, nevertheless, retain a claim upon
               all property or funds held or collected by such indenture trustee
               to secure any amounts then due it pursuant to the provisions of
               Section 6.6.

          (b)  Upon acceptance of appointment by a successor Indenture Trustee
               as provided in this Section 6.9, the Trust shall notify each
               Holder of any Note and each rating agency then rating any Notes
               at the request of the Trust. If

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               the acceptance of appointment is substantially contemporaneous
               with the resignation, then the notice called for by the preceding
               sentence may be combined with the notice called for by Section
               6.8. If the Trust fails to make such notice within 10 days after
               acceptance of appointment by the successor Indenture Trustee, the
               successor Indenture Trustee shall cause such notice to be mailed
               at the expense of the Trust.

     SECTION 6.10   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS
OF INDENTURE TRUSTEE.

          (a)  Any corporation into which the Indenture Trustee may be merged or
               converted or with which it may be consolidated, or any
               corporation resulting from any merger, conversion or
               consolidation to which the Indenture Trustee shall be a party, or
               any corporation succeeding to all or substantially all of the
               corporate trust business of the Indenture Trustee, shall be the
               successor of the Indenture Trustee under the Indenture, PROVIDED
               that such corporation shall be eligible under the provisions of
               Section 6.7, without the execution or filing of any paper or any
               further act on the part of any of the parties to the Indenture,
               anything in the Indenture to the contrary notwithstanding.

          (b)  In case at the time such successor to the Indenture Trustee shall
               succeed to the trusts created by the Indenture any of the Notes
               shall have been authenticated but not delivered, any such
               successor to the Indenture Trustee may adopt the certificate of
               authentication of any predecessor Indenture Trustee and deliver
               such Notes so authenticated; and, in case at that time any of the
               Notes shall not have been authenticated, any successor to the
               Indenture Trustee may authenticate such Notes either in the name
               of any predecessor under the Indenture or in the name of the
               successor Indenture Trustee; and in all such cases such
               certificate shall have the full force; PROVIDED, that the right
               to adopt the certificate of authentication of any predecessor
               Indenture Trustee or to authenticate Notes in the name of any
               predecessor Indenture Trustee shall apply only to its successor
               or successors by merger, conversion or consolidation.

     SECTION 6.11   LIMITATIONS ON RIGHTS OF INDENTURE TRUSTEE AS CREDITOR. The
Indenture Trustee shall comply with Section 311(a) of the Trust Indenture Act.

                                    ARTICLE 7
            HOLDERS' LISTS AND REPORTS BY INDENTURE TRUSTEE AND TRUST

     SECTION 7.1    TRUST TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES OF
HOLDERS.

     In accordance with Section 312(a) of the Trust Indenture Act, the Trust
shall furnish or cause to be furnished to the Indenture Trustee:

          (a)  semi-annually not later than June 30 and December 31 of the year
               or upon such other dates as are set forth in or pursuant to a
               Note Certificate or

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               Supplemental Indenture, a list, in each case in such form as the
               Indenture Trustee may reasonably require, of the names and
               addresses of Holders as of the applicable date, and

          (b)  at such other times as the Indenture Trustee may request in
               writing, within 30 days after the receipt by the Trust of any
               such request, a list of similar form and content as of a date not
               more than 15 days prior to the time such list is furnished,

PROVIDED, HOWEVER, that so long as the Indenture Trustee is the Registrar no
such list shall be required to be furnished.

     SECTION 7.2    PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS.

     The Indenture Trustee shall comply with the obligations imposed upon it
pursuant to Section 312 of the Trust Indenture Act. Every Holder of Notes, by
receiving and holding the same, agrees with the Trust and the Indenture Trustee
that neither the Trust, the Indenture Trustee, any Paying Agent or any Registrar
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Holders of Notes in accordance with Section
312(c) of the Trust Indenture Act, regardless of the source from which such
information was derived, and that the Indenture Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
Section 312(b) of the Trust Indenture Act.

     SECTION 7.3    REPORTS BY INDENTURE TRUSTEE.

          (a)  Within 60 days after May 15 of each year commencing with the
               first May 15 following the issuance of Notes, if required by
               Section 313(a) of the Trust Indenture Act, the Indenture Trustee
               shall transmit, pursuant to Section 313(c) of the Trust Indenture
               Act, a brief report dated as of May 15 with respect to any of the
               events specified in Section 313(a) of the Trust Indenture Act
               which may have occurred since the later of the immediately
               preceding May 15 and the date of the Indenture.

          (b)  The Indenture Trustee shall transmit the reports required by
               Section 313(a) of the Trust Indenture Act at the time specified
               therein.

          (c)  The Indenture Trustee shall comply with Section 313(b) of the
               Trust Indenture Act.

          (d)  Reports pursuant to this Section shall be transmitted in the
               manner and to the Persons required by Sections 313(c) and 313(d)
               of the Trust Indenture Act.

          (e)  A copy of each such report shall, at the time of such
               transmission to Holders, be filed by the Indenture Trustee with
               each stock exchange upon which the Notes are listed, with the
               Commission and the Trust. The Trust

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               will notify the Indenture Trustee whether the Notes are listed on
               any stock exchange.

          (f)  The Trust shall furnish to the Indenture Trustee:

               (i)     promptly after the execution and delivery of the
                       Indenture, an Opinion of Counsel either stating that, in
                       the opinion of such counsel, the Indenture has been
                       properly recorded, registered and filed to the extent
                       necessary to make effective the Security Interest
                       intended to be created by the Indenture, and reciting the
                       details of such action or referring to prior Opinions of
                       Counsel in which such details are given, or stating that,
                       in the opinion of such counsel, no such action is
                       necessary to make the Security Interest effective; and

               (ii)    at least annually, an Opinion of Counsel, dated as of
                       such date, either stating that, in the opinion of such
                       counsel, such action has been taken with respect to the
                       recording, filing, re-recording and re-filing of the
                       Indenture, as is necessary to maintain the Security
                       Interest of the Indenture and reciting the details of
                       such action or referring to prior Opinions of Counsel in
                       which such details are given, or stating that, in the
                       opinion of such counsel, no such action is necessary to
                       maintain the Security Interest.

     SECTION 7.4    REPORTS BY TRUST.

          Pursuant to Section 314(a) of the Trust Indenture Act, the Trust
shall:

          (a)  file, or cause to be filed, with the Indenture Trustee, within 15
               days after the Trust or Global Funding is required to file the
               same with the Commission and to the extent available to the
               Trust, copies of the annual reports and of the information,
               documents and other reports (or copies of such portions of any of
               the foregoing as the Commission may from time to time by rules
               and regulations prescribe) which the Trust or Global Funding may
               be required to file with the Commission pursuant to Section 13 or
               Section 15(d) of the Exchange Act; or, if the Trust is not
               required to file information, documents or reports pursuant to
               either of said Sections, then it shall file, or cause to be
               filed, with the Indenture Trustee and the Commission, in
               accordance with rules and regulations prescribed from time to
               time by the Commission, such of the supplementary and periodic
               information, documents and reports which may be required pursuant
               to Section 13 of the Exchange Act in respect of a security listed
               and registered on a national securities exchange as may be
               prescribed form time to time in such rules and regulations;
               PROVIDED that if, pursuant to any publicly available
               interpretations of the Commission, the Trust or Global Funding
               would not be required to make such filings under Section 314(a)

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               of the Trust Indenture Act, then the Trust or Global Funding
               shall not be required to make such filings;

          (b)  file, or cause to be filed on its behalf, with the Indenture
               Trustee and the Commission, in accordance with rules and
               regulations prescribed from time to time by the Commission, such
               additional information, documents and reports with respect to
               compliance by the Trust, with the conditions and covenants of the
               Indenture as may be required from time to time by such rules and
               regulations; and

          (c)  transmit within 30 days after the filing thereof with the
               Indenture Trustee, in the manner and to the extent provided in
               Section 313(c) of the Trust Indenture Act, such summaries of any
               information, documents and reports required to be filed by or on
               behalf of the Trust pursuant to paragraphs (1) and (2) of this
               Section as may be required by rules and regulations prescribed
               from time to time by the Commission.

     SECTION 7.5    COMPLIANCE CERTIFICATES AND AUDITOR'S REPORTS. No later than
- of each year, the Indenture Trustee shall (i) provide to the Funding Agreement
Provider, the Trust and Global Funding an annual statement of compliance
substantially in the form attached as Exhibit C, which shall be filed as an
exhibit to the applicable Annual Report on Form 10-K of the Trust filed under
the Exchange Act (each, a "FORM 10-K") and (ii) provide information necessary to
allow a firm of independent public accountants selected by the Administrator to
furnish to the board of directors of the Funding Agreement Provider annually an
auditor's report pursuant to Section 2.2(a)(x) of the Amended and Restated
Administrative Services Agreement.

                                    ARTICLE 8
                             CONCERNING EACH HOLDER

     SECTION 8.1    EVIDENCE OF ACTION TAKEN BY A HOLDER.

          (a)  Any request, demand, authorization, direction, notice, consent,
               waiver or other action provided by the Indenture to be given or
               taken by any Holder may be embodied in and evidenced (i) by any
               instrument or any number of instruments of similar tenor executed
               by Holders in person or by agent or proxy appointed in writing,
               or (ii) by the record of the Holders of Notes voting in favor
               thereof at any meeting of Holders duly called and held in
               accordance with the provisions of Article 12, or (iii) by a
               combination of such instrument or instruments and any such record
               of such meeting of Holders. Except as otherwise expressly
               provided in the Indenture, such action shall become effective
               when such instrument or instruments are delivered to the
               Indenture Trustee. Proof of execution of any instrument or of a
               writing appointing any such agent shall be sufficient for any
               purpose of the Indenture and (subject to Sections 6.1 and 6.2)
               conclusive in favor of the Indenture Trustee and the Trust, if
               made in the manner provided in this Article. The record of any
               meeting of Holders of Notes shall be proved in the manner
               provided in Section 12.6.

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          (b)  Any request, demand, authorization, direction, notice, consent,
               waiver or other action of the Holder of any Note shall bind every
               future Holder of the same Note and the Holder of every Note
               issued upon the registration of transfer thereof or in exchange
               therefor or in lieu thereof in respect of anything done, omitted
               or suffered to be done by the Indenture Trustee or the Trust in
               reliance thereon, whether or not notation of such action is made
               upon such Note.

     SECTION 8.2    PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF NOTES.

          (a)  Subject to Sections 6.1 and 6.2, the execution of any instrument
               by a Holder or its agent or proxy may be proved in accordance
               with such reasonable rules and regulations as may be prescribed
               by the Indenture Trustee or in such manner as shall be
               satisfactory to the Indenture Trustee.

          (b)  The ownership, principal amount and CUSIP numbers of Notes shall
               be proved by the Note Register or by a certificate of the
               Indenture Trustee.

     SECTION 8.3    VOTING RECORD DATE. The Trust may set a record date for
purposes of determining the identity of each Holder of a Note entitled to vote
or consent to any action referred to in Section 8.1, which record date may be
set at any time or from time to time by notice to the Indenture Trustee, for any
date or dates (in the case of any adjournment or resolicitation) not more than
60 days nor less than 5 days prior to the proposed date of such vote or consent,
and thereafter, notwithstanding any other provisions of the Indenture, only a
Holder of any Note on such record date shall be entitled to so vote or give such
consent or to withdraw such vote or consent.

     SECTION 8.4    PERSONS DEEMED TO BE OWNERS. The Trust, the Indenture
Trustee and any agent of the Trust or the Indenture Trustee may deem and treat
the Holder of any Note of as the absolute owner of such Note (whether or not
such Note shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for the purpose of receiving payment of or on account of
the principal of, any premium on, and, subject to the provisions of the
Indenture, any interest on, and any Additional Amounts with respect to, such
Note and for all other purposes; and neither the Trust nor the Indenture Trustee
nor any agent of the Trust or the Indenture Trustee shall be affected by any
notice to the contrary. All such payments so made to any such Person, or upon
such Person's order, shall be valid, and, to the extent of the sum or sums so
paid, effectual to satisfy and discharge the liability for funds payable upon
any such Note.

     SECTION 8.5    NOTES OWNED BY TRUST DEEMED NOT OUTSTANDING. In determining
whether the Holders of the requisite aggregate principal amount of Notes have
concurred in any direction, consent or waiver under the Indenture, Notes which
are owned by the Trust or any other obligor on the Notes or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Trust or any other obligor on the Notes shall be
disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Indenture
Trustee shall be protected in relying on any such direction, consent or waiver
only Notes which the Indenture Trustee knows are so

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owned shall be so disregarded. Notes so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Indenture Trustee the pledgee's right so to act with respect
to such Notes and that the pledgee is not the Trust or any other obligor upon
the Notes or any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Trust or any other obligor on
the Notes. In case of a dispute as to such right, the advice of counsel shall be
full protection in respect of any decision made by the Indenture Trustee in
accordance with such advice. Upon request of the Indenture Trustee, the Trust
shall furnish to the Indenture Trustee promptly a Trust Certificate listing and
identifying all Notes, if any, known by the Trust to be owned or held by or for
the account of any of the above-described Persons; and, subject to Sections 6.1
and 6.2, the Indenture Trustee shall be entitled to accept such Trust
Certificate as conclusive evidence of the facts therein set forth and of the
fact that all Notes not listed therein are Outstanding for the purpose of any
such determination.

     SECTION 8.6    RIGHT OF REVOCATION OF ACTION TAKEN; BINDING EFFECT OF
ACTIONS BY HOLDERS.

          (a)  At any time prior to (but not after) the evidencing to the
               Indenture Trustee, as provided in Section 8.1, of the taking of
               any action by the Holders of the percentage in aggregate
               principal amount of the Notes specified in the Indenture in
               connection with such action, any Holder of a Note represented by
               a Note Certificate the serial number of which is shown by the
               evidence to be included among the serial numbers of the Note
               Certificates representing Notes the Holders of which have
               consented to such action may, by filing written notice at the
               Corporate Trust Office and upon proof of holding as provided in
               this Article, revoke such action so far as concerns such Note.

          (b)  Any action taken by the Holders of the percentage in aggregate
               principal amount of the Notes specified in the Indenture in
               connection with such action shall be conclusively binding upon
               the Trust, the Indenture Trustee and the Holders of all the Notes
               affected by such action, of any Notes issued in exchange for any
               Notes affected by such action or any Notes represented by Note
               Certificates executed, authenticated and delivered in exchange
               for any Note Certificate representing any Notes affected by such
               action, in respective of whether or not any notation in regard of
               any such action is made on any applicable Note Certificate.

                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

     SECTION 9.1    SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

          (a)  The Trust and the Indenture Trustee may from time to time and at
               any time enter into an indenture or indentures supplemental to
               the Indenture (each, a "SUPPLEMENTAL INDENTURE") (which shall
               conform to the

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               provisions of the Trust Indenture Act) for one or more of the
               following purposes without the consent of any Holder:

               (i)     for the Trust to convey, transfer, assign, mortgage or
                       pledge to the Indenture Trustee as security for the Notes
                       any property or assets;

               (ii)    to add to the covenants of the Trust such further
                       covenants, restrictions, conditions or provisions as the
                       Trust and the Indenture Trustee shall consider to be for
                       the protection of each Holder of any Note, and to make
                       the occurrence, or the occurrence and continuance, of a
                       default in any such additional covenants, restrictions,
                       conditions or provisions an Event of Default permitting
                       the enforcement of all or any of the several remedies
                       provided in the Indenture as set forth in the Indenture;
                       PROVIDED, that in respect of any such additional
                       covenant, restriction, condition or provision such
                       Supplemental Indenture may provide for a particular
                       period of grace after default (which period may be
                       shorter or longer than that allowed in the case of other
                       defaults) or may provide for an immediate enforcement
                       upon such an Event of Default or may limit the remedies
                       available to the Indenture Trustee upon such an Event of
                       Default or may limit the right of the Holder
                       Representative to waive such an Event of Default;

               (iii)   to cure any ambiguity or to correct or supplement any
                       provision contained in the Indenture or in any
                       Supplemental Indenture or Note Certificate which may be
                       defective or inconsistent with any other provision
                       contained in the Indenture or in any Supplemental
                       Indenture or Note Certificate; or to make such other
                       provisions in regard to matters or questions arising
                       under the Indenture or under any Supplemental Indenture
                       or Note Certificate as the Trust may deem necessary or
                       desirable and which shall not adversely affect the
                       interests of the Holders of the Notes in any material
                       respect; or

               (iv)    to evidence and provide for the acceptance of appointment
                       under the Indenture by a successor trustee and to add to
                       or change any of the provisions of the Indenture as shall
                       be necessary to provide for or facilitate the
                       administration of the trusts under the Indenture by more
                       than one trustee.

          (b)  The Indenture Trustee is authorized to join with the Trust in the
               execution of any such Supplemental Indenture, and to make any
               further appropriate agreements and stipulations which may be
               therein contained, but the Indenture Trustee shall not be
               obligated to enter into any such Supplemental Indenture which
               affects the Indenture Trustee's own rights, duties or immunities
               under the Indenture or otherwise.

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          (c)  Any Supplemental Indenture authorized by the provisions of this
               Section may be executed without the consent of any Holder of any
               Note at the time Outstanding, notwithstanding any of the
               provisions of Section 9.2.

     SECTION 9.2    SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

          (a)  With the consent (evidenced as provided in Article 8) of the
               Holders of not less than 66?% in aggregate principal amount of
               the Notes at the time Outstanding, the Trust and the Indenture
               Trustee may, from time to time and at any time, enter into a
               Supplemental Indenture for the purpose of adding any provisions
               to or changing in any manner or eliminating any of the provisions
               of the Indenture or of any Supplemental Indenture or Note
               Certificate or of modifying in any manner the rights of the
               Holders of the Notes; PROVIDED, that no such Supplemental
               Indenture shall:

               (i)     change the final maturity of any Note, or reduce the
                       principal amount thereof, or reduce the rate or extend
                       the time of payment of interest or any other amount
                       payable thereon, or impair or affect the right of any
                       Holder to institute suit for the payment thereof without
                       the consent of the Holder of each Note so affected or
                       modify any redemption or repayment provisions applicable
                       to the Notes;

               (ii)    permit the creation of any Lien on the Collateral or any
                       part thereof (other than the Security Interest in favor
                       of the Indenture Trustee on behalf of the Holders) or
                       terminate the Security Interest as to any part of the
                       Collateral, except as permitted by the Indenture; or

               (iii)   modify any of the provisions of this Section 9.2 except
                       to increase the aforementioned percentage of Notes
                       required to approve any Supplemental Indenture.

          (b)  Upon the request of the Trust, and upon the filing with the
               Indenture Trustee of evidence of the consent of each Holder and
               other documents, if any, required by Section 8.1 the Indenture
               Trustee shall join with the Trust in the execution of such
               Supplemental Indenture unless such Supplemental Indenture affects
               the Indenture Trustee's own rights, duties or immunities under
               the Indenture or otherwise, in which case the Indenture Trustee
               may in its discretion, but shall not be obligated to, enter into
               such Supplemental Indenture.

          (c)  It shall not be necessary for the consent of the Holders under
               this Section to approve the particular form of any proposed
               Supplemental Indenture, but it shall be sufficient if such
               consent shall approve the substance thereof.

          (d)  Promptly after the execution by the Trust and the Indenture
               Trustee of any Supplemental Indenture pursuant to the provisions
               of this Section, the

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               Indenture Trustee shall notify the Holders of each Note, as
               provided in the Indenture, setting forth in general terms the
               substance of such Supplemental Indenture. Any failure of the
               Indenture Trustee to provide such notice, or any defect therein,
               shall not, however, in any way impair or affect the validity of
               any such Supplemental Indenture.

     SECTION 9.3    COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL
INDENTURE. Any Supplemental Indenture executed pursuant to the provisions of
this Article shall comply with the Trust Indenture Act. Upon the execution of
any Supplemental Indenture pursuant to the provisions of the Indenture, the
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under the Indenture of the Indenture Trustee, the Trust and each
Holder of Notes shall thereafter be determined, exercised and enforced under the
Indenture subject in all respects to such modifications and amendments, and all
the terms and conditions of any such Supplemental Indenture shall be and be
deemed to be part of the terms and conditions of the Indenture for any and all
purposes.

     SECTION 9.4    DOCUMENTS TO BE GIVEN TO INDENTURE TRUSTEE. The Indenture
Trustee, subject to the provisions of Sections 6.1 and 6.2, may receive a Trust
Certificate and an Opinion of Counsel as conclusive evidence that any such
Supplemental Indenture complies with the applicable provisions of the Indenture.

     SECTION 9.5    NOTATION ON NOTE CERTIFICATES IN RESPECT OF SUPPLEMENTAL
INDENTURES. Any Note Certificate authenticated and delivered after the execution
of any Supplemental Indenture pursuant to the provisions of this Article may
bear a notation in form approved by the Indenture Trustee as to any matter
provided for by such Supplemental Indenture or as to any action taken at any
such meeting. If the Trust or the Indenture Trustee shall so determine, a new
Note Certificate representing Notes so modified as to conform, in the opinion of
the Indenture Trustee and the Trust, to any modification of the Indenture
contained in any such Supplemental Indenture may be prepared by the Trust,
authenticated by the Indenture Trustee and delivered in exchange for each Note
Certificate representing Notes then Outstanding.

                                   ARTICLE 10
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     SECTION 10.1   TRUST MAY MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY UNDER
CERTAIN CIRCUMSTANCES. The Trust may not consolidate with, or merge into, any
Person (whether or not affiliated with the Trust), or sell, lease or convey the
property of the Trust as an entirety or substantially as an entirety, unless:

          (a)  the entity formed by such consolidation or into which the Trust
               is merged or the Person which acquires by conveyance or transfer
               the properties and assets of the Trust substantially as an
               entirety shall be a statutory trust formed under the laws of the
               State of Delaware or a corporation or other entity organized and
               existing under the laws of the United States of America or any
               State or the District of Columbia, and shall expressly assume, by
               a Supplemental Indenture, executed and delivered to the

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               Indenture Trustee, in form satisfactory to the Indenture Trustee,
               the due and punctual payment of the principal of, any premium and
               interest on, and any Additional Amounts with respect to, the
               Notes and the performance of every covenant of the Indenture on
               the part of the Trust to be performed or observed;

          (b)  immediately after giving effect to such transaction, no Event of
               Default, and no event which, after notice or lapse of time, or
               both, would become an Event of Default, shall have happened and
               be continuing;

          (c)  the Trust has received written confirmation from any rating
               agency then rating any Notes at the request of the Trust that
               such consolidation, merger, conveyance or transfer shall not
               cause the rating on the then Outstanding Notes to be downgraded
               or withdrawn; and

          (d)  the Trust has delivered to the Indenture Trustee a Trust
               Certificate and an Opinion of Counsel each stating that such
               consolidation, merger, conveyance or transfer and such
               Supplemental Indenture comply with this Article and that all
               conditions precedent provided for in the Indenture relating to
               such transaction have been complied with.

                                   ARTICLE 11
            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED FUNDS

     SECTION 11.1   SATISFACTION AND DISCHARGE OF INDENTURE. If at any time (a)
the Trust shall have paid or caused to be paid all outstanding principal of, any
premium and interest on, and any Additional Amounts and other amounts payable
with respect to, all the Notes Outstanding under the Indenture, as and when the
same shall have become due and payable, or (b) the Trust shall have delivered to
the Indenture Trustee for cancellation all Note Certificates representing Notes
theretofore authenticated (other than any Note Certificate which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 2.7) or (c) the Trust shall have irrevocably deposited or caused to
be deposited with the Indenture Trustee as trust funds the entire amount in cash
(other than funds repaid by the Indenture Trustee or any Paying Agent to the
Trust in accordance with Section 11.4) sufficient to pay at maturity all amounts
payable at maturity on the Notes represented by each Note Certificate not
theretofore delivered to the Indenture Trustee for cancellation, including any
outstanding principal, interest, premium, Additional Amounts and other amounts
due or to become due to such date of maturity as the case may be, and if, in any
such case, the Trust shall also pay or cause to be paid all other sums payable
under the Indenture by the Trust, then the Indenture shall cease to be of
further effect (except as to (i) rights of registration of transfer and
exchange, (ii) substitution of apparently mutilated, defaced, destroyed, lost or
stolen Note Certificates, (iii) rights of Holders to receive payments of
principal of, any premium and interest on, and any Additional Amounts and other
amounts payable with respect to, the Notes, (iv) the rights, obligations and
immunities of the Indenture Trustee under the Indenture and (v) the rights of
each Holder as beneficiary of the Indenture with respect to the property so
deposited with the Indenture Trustee payable to all or any of them), and the
Indenture Trustee, on demand of the Trust accompanied by a Trust Certificate and
an Opinion of Counsel and at the cost and expense of the Trust, shall execute

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proper instruments acknowledging such satisfaction of and discharging the
Indenture. The Trust agrees to reimburse the Indenture Trustee for any costs or
expenses thereafter reasonably and properly incurred and to compensate the
Indenture Trustee for any services thereafter reasonably and properly rendered
by the Indenture Trustee in connection with the Indenture or the Notes.

     SECTION 11.2   APPLICATION BY INDENTURE TRUSTEE OF FUNDS DEPOSITED FOR
PAYMENT OF NOTES. Subject to Section 11.4, all funds deposited with the
Indenture Trustee pursuant to Section 11.1 shall be held in trust in accordance
with Section 6.5 and applied by it to the payment, either directly or through
any Paying Agent (including the Trust acting as its own paying agent), to each
Holder of any Note for the payment or redemption of which such funds have been
deposited with the Indenture Trustee, of all sums due and to become due thereon
for any principal, interest, premium, Additional Amounts or other amounts.

     SECTION 11.3   REPAYMENT OF FUNDS HELD BY PAYING AGENT. In connection with
the satisfaction and discharge of the Indenture, all funds then held by any
Paying Agent under the provisions of the Indenture shall, upon demand of the
Trust, be repaid to the Trust or paid to the Indenture Trustee and thereupon
such Paying Agent shall be released from all further liability with respect to
such funds.

     SECTION 11.4   RETURN OF FUNDS HELD BY INDENTURE TRUSTEE AND PAYING AGENT.
Any funds deposited with or paid to the Indenture Trustee or any Paying Agent
for the payment of the principal of, any interest or premium on, or any
Additional Amounts or any other amounts with respect to, any Note and not
applied but remaining unclaimed for three years after the date upon which such
principal, interest, premium, Additional Amounts or any other amount shall have
become due and payable, shall, upon the written request of the Trust and unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property law, be repaid to the Trust by the Indenture Trustee or such
Paying Agent, and the Holder of such Note shall, unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
laws, thereafter look only to the Trust for any payment which such Holder may be
entitled to collect, and all liability of the Indenture Trustee or any Paying
Agent with respect to such funds shall thereupon cease.

                                   ARTICLE 12
                          MEETINGS OF HOLDERS OF NOTES

     SECTION 12.1   PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting of
Holders of Notes may be called at any time and from time to time pursuant to
this Article to make, give or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided by the Indenture to
be made, given or taken by Holders of Notes.

     SECTION 12.2   CALL, NOTICE AND PLACE OF MEETINGS.

          (a)  Unless otherwise provided in a Note Certificate, the Indenture
               Trustee may at any time call a meeting of Holders of Notes for
               any purpose specified in Section 12.1, to be held at such time
               and at such place in the City of New York or the city in which
               the Corporate Trust Office is located. Notice of every meeting of
               Holders of Notes, setting forth the

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               time and the place of such meeting and in general terms the
               action proposed to be taken at such meeting, shall be given in
               the manner provided in Section 13.4, not less than 21 nor more
               than 180 days prior to the date fixed for the meeting.

          (b)  In case at any time the Trust or the Holder or Holders of at
               least 10% in principal amount of the Notes shall have requested
               the Indenture Trustee to call a meeting of the Holders of Notes
               for any purpose specified in Section 12.1, by written request
               setting forth in reasonable detail the action proposed to be
               taken at the meeting, and the Indenture Trustee shall not have
               made the first publication or mailing of the notice of such
               meeting within 21 days after receipt of such request or shall not
               thereafter proceed to cause the meeting to be held as provided in
               the Indenture, then the Trust or the Holder or Holders of Notes
               in the amount above specified, as the case may be, may determine
               the time and the place in the City of New York or the city in
               which the Corporate Trust Office is located for such meeting and
               may call such meeting for such purposes by giving notice thereof
               as provided in Section 12.2.

     SECTION 12.3   PERSONS ENTITLED TO VOTE AT MEETINGS. To be entitled to vote
at any meeting of Holders of Notes, a Person shall be (a) a Holder of one or
more Notes then Outstanding, or (b) a Person appointed by an instrument in
writing as proxy for a Holder or Holders of one or more Notes then Outstanding
by such Holder or Holders. The only Persons who shall be entitled to be present
or to speak at any meeting of Holders of Notes shall be the Persons entitled to
vote at such meeting and their counsel, any representatives of the Indenture
Trustee and its counsel and any representatives of the Trust and its counsel.

     SECTION 12.4   QUORUM; ACTION.

          (a)  The Persons entitled to vote a majority in principal amount of
               the Notes then Outstanding shall constitute a quorum for a
               meeting of Holders of Notes; PROVIDED, HOWEVER, that if any
               action is to be taken at such meeting with respect to a consent
               or waiver which the Indenture expressly provides may be given by
               the Holders of not less than 66?% in principal amount of the
               Outstanding Notes, then Persons entitled to vote 66?% in
               principal amount of the Outstanding Notes shall constitute a
               quorum. In the absence of a quorum within 30 minutes after the
               time appointed for any such meeting, the meeting shall, if
               convened at the request of Holders of Notes, be dissolved. In any
               other case the meeting may be adjourned for a period of not less
               than 10 days as determined by the chairman of the meeting prior
               to the adjournment of such meeting. In the absence of a quorum at
               any such adjourned meeting, such adjourned meeting may be further
               adjourned for a period of not less than 10 days as determined by
               the chairman of the meeting prior to the adjournment of such
               adjourned meeting. Notice of the reconvening of any adjourned
               meeting shall be given as provided in Section 12.2, except that
               such notice need be given only once not less than five days prior
               to the date on which the meeting is

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               scheduled to be reconvened. Notice of the reconvening of an
               adjourned meeting shall state expressly the percentage, as
               provided above, of the principal amount of the Outstanding Notes
               which shall constitute a quorum.

          (b)  Except as limited by the proviso to Section 9.2(a), any
               resolution presented to a meeting or adjourned meeting duly
               reconvened at which a quorum is present as aforesaid may be
               adopted only by the affirmative vote of the Holders of a majority
               in principal amount of the Outstanding Notes; PROVIDED, HOWEVER,
               that, except as limited by the proviso to Section 9.2(a), any
               resolution with respect to any consent or waiver which the
               Indenture expressly provides may be given by the Holders of not
               less than 66?% in principal amount of the Outstanding Notes may
               be adopted at a meeting or an adjourned meeting duly convened and
               at which a quorum is present as aforesaid only by the affirmative
               vote of the Holders of 66?% in principal amount of the
               Outstanding Notes; and PROVIDED, FURTHER, that, except as limited
               by the proviso to Section 9.2(a), any resolution with respect to
               any request, demand, authorization, direction, notice, consent,
               waiver or other action which the Indenture expressly provides may
               be made, given or taken by the Holders of a specified percentage,
               which is less than a majority, in principal amount of the
               Outstanding Notes may be adopted at a meeting or an adjourned
               meeting duly reconvened and at which a quorum is present as
               aforesaid by the affirmative vote of the Holders of such
               specified percentage in principal amount of the Outstanding
               Notes.

          (c)  Any resolution passed or decision taken at any meeting of Holders
               of Notes duly held in accordance with this Section shall be
               binding on all the Holders of Notes, whether or not such Holders
               were present or represented at the meeting.

     SECTION 12.5   DETERMINATION OF VOTING RIGHTS; CONDUCT OF ADJOURNMENT OF
MEETINGS.

          (a)  Notwithstanding any other provisions of the Indenture, the
               Indenture Trustee may make such reasonable regulations as it may
               deem advisable for any meeting of Holders of Notes in regard to
               proof of the holding of Notes and of the appointment of proxies
               and in regard to the appointment and duties of inspectors of
               votes, the submission and examination of proxies, certificates
               and other evidence of the right to vote, and such other matters
               concerning the conduct of the meeting as it shall deem
               appropriate. Except as otherwise permitted or required by any
               such regulations, the holding of Notes shall be proved in the
               manner specified in Section 8.4 and the appointment of any proxy
               shall be proved in the manner specified in Section 8.2. Such
               regulations may provide that written instruments appointing
               proxies, regular on their face, may be presumed valid and genuine
               without the proof specified in Section 8.2 or other proof.

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          (b)  The Indenture Trustee shall, by an instrument in writing, appoint
               a temporary chairman of the meeting, unless the meeting shall
               have been called by the Trust or by Holders of Notes as provided
               in Section 12.2(b), in which case the Trust or the Holders of
               Notes calling the meeting, as the case may be, shall in like
               manner appoint a temporary chairman. A permanent chairman and a
               permanent secretary of the meeting shall be elected by vote of
               the Persons entitled to vote a majority in principal amount of
               the Outstanding Notes represented at the meeting.

          (c)  At any meeting, each Holder of a Note or proxy shall be entitled
               to one vote for each $1,000 of principal amount of Notes held or
               represented by such Holder or proxy; PROVIDED, HOWEVER, that no
               vote shall be cast or counted at any meeting in respect of any
               Note challenged as not Outstanding and ruled by the chairman of
               the meeting to be not Outstanding. The chairman of the meeting
               shall have no right to vote, except as a Holder of a Note or
               proxy.

          (d)  Any meeting of Holders of Notes duly called pursuant to Section
               12.2 at which a quorum is present may be adjourned from time to
               time by Persons entitled to vote a majority in principal amount
               of the Outstanding Notes represented at the meeting; and the
               meeting may be held as so adjourned without further notice.

     SECTION 12.6   COUNTING VOTES AND RECORDING ACTION OF MEETINGS. The vote
upon any resolution submitted to any meeting of Holders of Notes shall be (a) by
written ballots on which shall be subscribed the signatures of the Holders of
Notes or of their representatives by proxy and the principal amounts and serial
numbers of the Outstanding Notes held or represented by them or (b) by such
other procedures adopted by the Indenture Trustee in its discretion. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Notes shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 12.2 and, if applicable, Section 12.4.
Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to
the Trust, and another to the Indenture Trustee to be preserved by the Indenture
Trustee, the latter to have attached thereto the ballots voted at the meeting.
Any record so signed and verified shall be conclusive evidence of the matters
therein stated.

                                   ARTICLE 13
                            MISCELLANEOUS PROVISIONS

     SECTION 13.1   NO RECOURSE. Notwithstanding anything to the contrary
contained in the Indenture, or any relevant Note Certificate or Supplemental
Indenture, none of the Funding

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Agreement Provider, its officers, directors, affiliates, employees or agents, or
any of the Delaware Trustee, the Indenture Trustee or the Trust Beneficial
Owner, or any of their officers, directors, affiliates, employees or agents (the
"NONRECOURSE PARTIES") will be personally liable for the payment of any
principal, interest or any other sums at any time owing under the terms of the
Notes. If any Event of Default shall occur with respect to the Notes, the right
of the Holders of the Notes and the Indenture Trustee on behalf of such Holders
in connection with a claim on the Notes shall be limited solely to a proceeding
against the Collateral. Neither the Holders nor the Indenture Trustee on behalf
of the Holders will have the right to proceed against the Nonrecourse Parties to
enforce the Notes (except that to the extent they exercise their rights, if any,
to seize the relevant Funding Agreement, they may enforce the relevant Funding
Agreement against the Funding Agreement Provider) or for any deficiency judgment
remaining after foreclosure of any property included in the relevant Collateral.

     It is expressly understood and agreed that nothing contained in this
Section shall in any manner or way constitute or be deemed a release of the debt
or other obligations evidenced by the Notes or otherwise affect or impair the
enforceability against the Trust of the liens, assignments, rights and the
Security Interest created by or pursuant to the Indenture, the relevant
Collateral or any other instrument or agreement evidencing, securing or relating
to the indebtedness or the obligations evidenced by the Notes. Nothing in this
Section shall preclude the Holders from foreclosing upon any property included
in the Collateral or any other rights or remedies in law or in equity against
the Trust.

     SECTION 13.2   PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND
HOLDERS. Nothing in the Indenture or in the Notes, expressed or implied, shall
give or be construed to give to any Person, other than the parties to the
Indenture and their successors and the Holders of the Notes, any legal or
equitable right, remedy or claim under the Indenture or under any covenant or
provision contained in the Indenture, all such covenants and provisions being
for the sole benefit of the parties to the Indenture and their successors and of
the Holders of the Notes.

     SECTION 13.3   SUCCESSORS AND ASSIGNS OF TRUST BOUND BY INDENTURE. All the
covenants, stipulations, promises and agreements in the Indenture contained by
or in behalf of the Trust shall bind its successors and assigns, whether so
expressed or not.

     SECTION 13.4   NOTICES AND DEMANDS ON TRUST, INDENTURE TRUSTEE AND ANY
HOLDER.

          (a)  Except as otherwise provided by this Section, any notice or
               demand which by any provision of the Indenture is required or
               permitted to be given or served by the Indenture Trustee or by
               any Holder of any Note to or on the Trust may be given or served
               by being deposited postage prepaid, first-class mail (except as
               otherwise specifically provided in the Indenture) addressed
               (until another address of the Trust is filed by the Trust with
               the Indenture Trustee) to the Delaware Trustee. Any notice,
               direction, request or demand by the Trust or any Holder to or
               upon the Indenture Trustee shall be deemed to have been
               sufficiently given or made, for all purposes, if given or made at
               the Corporate Trust Office.

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          (b)  Where the Indenture provides for notice to any Holder, such
               notice shall be sufficiently given (unless otherwise expressly
               provided in the Indenture) if in writing and mailed, first-class
               postage prepaid, to each Holder entitled thereto, at such
               Holder's last address as it appears in the Note Register. In any
               case where notice to any Holder is given by mail, neither the
               failure to mail such notice, nor any defect in any notice so
               mailed, to any particular Holder shall affect the sufficiency of
               such notice with respect to any other Holder.

          (c)  Where the Indenture provides for notice in any manner, such
               notice may be waived in writing by the Person entitled to receive
               such notice, either before or after the event, and such waiver
               shall be the equivalent of such notice. Waivers of notice by any
               Holder shall be filed with the Indenture Trustee, but such filing
               shall not be a condition precedent to the validity of any action
               taken in reliance upon such waiver.

          (d)  If, by reason of the suspension of or irregularities in regular
               mail service, it shall be impracticable to mail notice to the
               Trust and each Holder when such notice is required to be given
               pursuant to any provision of the Indenture, then any manner of
               giving such notice as shall be satisfactory to the Indenture
               Trustee shall be deemed to be a sufficient giving of such notice.

          (e)  The Trust shall deliver promptly to each rating agency then
               rating the Notes copies of each of the following:

               (i)     any repurchase of Notes pursuant to Section 3.3;

               (ii)    any notice of any default or Event of Default;

               (iii)   any notice of redemption provided by the Trust pursuant
                       to Section 3.1(d);

               (iv)    any notice of change in name, identity, organizational
                       structure, chief executive office, or chief place of
                       business of the Trust provided by the Trust pursuant to
                       Section 14.4(a);

               (v)     any Supplemental Indenture;

               (vi)    any resignation, removal or appointment under this
                       Indenture;

               (vii)   any amendment to any Funding Agreement; and

               (viii)  any other information reasonably requested by such rating
                       agency.

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          Any such notice shall be addressed to:

          Standard & Poor's Ratings Services,
          a division of The McGraw-Hill Companies, Inc.
          55 Water Street
          New York, NY 10041
          Attention: Capital Markets
          Facsimile: (212) 438-5215

          Moody's Investors Service Inc.
          99 Church Street
          New York, NY 10007
          Attention: Life Insurance Group
          Facsimile: (212) 553-4805

          or such other address previously furnished in writing to the Trust by
          the applicable rating agency.

     SECTION 13.5   TRUST CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO BE
CONTAINED THEREIN.

          (a)  Except as otherwise expressly provided in the Indenture, upon any
               application or demand by the Trust to the Indenture Trustee to
               take any action under any of the provisions of the Indenture, the
               Trust shall furnish to the Indenture Trustee a Trust Certificate
               stating that all conditions precedent, if any, provided for in
               the Indenture relating to the proposed action have been complied
               with and an Opinion of Counsel stating that in the opinion of the
               applicable counsel all such conditions precedent, if any, have
               been complied with, except that in the case of any such
               application or demand as to which the furnishing of such
               documents is specifically required by any provision of the
               Indenture relating to such particular application or demand, no
               additional certificate or opinion need be furnished.

          (b)  Each certificate or opinion provided for in the Indenture and
               delivered to the Indenture Trustee with respect to compliance
               with a condition or covenant provided for in the Indenture shall
               include:

               (i)     a statement that the Person making such certificate or
                       opinion has read such covenant or condition;

               (ii)    a brief statement as to the nature and scope of the
                       examination or investigation upon which the statements or
                       opinions contained in such certificate or opinion are
                       based;

               (iii)   a statement that, in the opinion of such Person, he has
                       made such examination or investigation or has received
                       such certificates, opinions, representations or
                       statements of counsel or accountants

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                       pursuant to paragraphs (c) or (d) of this Section, as are
                       necessary to enable him to express an informed opinion as
                       to whether or not such covenant or condition has been
                       complied with; and

               (iv)    a statement as to whether or not, in the opinion of such
                       Person, such condition or covenant has been complied
                       with.

          (c)  Any certificate, statement or opinion of the Trust may be based
               upon a certificate or opinion of or representations by counsel,
               unless the Trust knows that the certificate or opinion or
               representations with respect to the matters upon which his
               certificate, statement or opinion may be based as aforesaid are
               erroneous, or in the exercise of reasonable care should know that
               the same are erroneous. Any certificate, statement or opinion of
               counsel may be based, insofar as it relates to factual matters
               information with respect to which is in the possession of the
               Trust, upon the certificate, statement or opinion of or
               representations by the Trust, unless such counsel knows that the
               certificate, statement or opinion or representations with respect
               to the matters upon which the certificate, statement or opinion
               may be based as aforesaid are erroneous, or in the exercise of
               reasonable care should know that the same are erroneous.

          (d)  Any certificate, statement or opinion of the Trust or of counsel
               may be based, insofar as it relates to accounting matters, upon a
               certificate or opinion of or representations by an accountant or
               firm of accountants in the employ of the Trust, unless such
               officer or counsel, as the case may be, knows that the
               certificate or opinion or representations with respect to the
               accounting matters upon which the certificate, statement or
               opinion may be based as aforesaid are erroneous, or in the
               exercise of reasonable care should know that the same are
               erroneous.

          (e)  Any certificate or opinion of any independent firm of public
               accountants filed with the Indenture Trustee shall contain a
               statement that such firm is independent.

     SECTION 13.6   GOVERNING LAW. Pursuant to Section 5-1401 of the General
Obligations Law of the State of New York, the Indenture and the Notes shall
(unless specified otherwise in the Note Certificate) be governed by, and
construed in accordance with, the laws of the State of New York, except as
required by mandatory provisions of law and except to the extent that the
validity or perfection of the Trust's ownership of and security interest in the
Funding Agreement(s) or remedies under the Indenture in respect thereof may be
governed by the laws of a jurisdiction other than the State of New York. All
judicial proceedings brought against the Trust or the Indenture Trustee arising
out of or relating to the Indenture, any Note or any portion of the Collateral
or other assets of the Trust may be brought in any state or Federal court in the
State of New York, provided that a Note Certificate may specify other
jurisdictions as to which the Trust may consent to the nonexclusive jurisdiction
of its courts with respect to the Notes.

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     SECTION 13.7   COUNTERPARTS. The Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

     SECTION 13.8   TRUST INDENTURE ACT TO CONTROL. If and to the extent that
any provision of the Indenture limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act imposed on the Indenture
by Section 318(c) of the Trust Indenture Act (each, an "INCORPORATED
PROVISION"), such incorporated provision shall control.

     SECTION 13.9   JUDGMENT CURRENCY. The Trust agrees, to the fullest extent
that it may effectively do so under applicable law, that:

          (a)  if for the purposes of obtaining judgment in any court it is
               necessary to convert the sum due in respect of the Notes in the
               Specified Currency into a currency in which a judgment will be
               rendered (the "JUDGMENT CURRENCY"), the rate of exchange used
               (the "REQUIRED RATE OF EXCHANGE") shall be the rate at which in
               accordance with normal banking procedures the Indenture Trustee
               could purchase in The City of New York the Specified Currency
               with the Judgment Currency on the date on which final
               unappealable judgment is entered, unless such day is not a New
               York Banking Day, then, to the extent permitted by applicable
               law, the rate of exchange used shall be the rate at which in
               accordance with normal banking procedures the Indenture Trustee
               could purchase in The City of New York the Specified Currency
               with the Judgment Currency on the New York Banking Day preceding
               the day on which final unappealable judgment is entered;

          (b)  its obligations under the Indenture to make payments in the
               Specified Currency (i) shall not be discharged or satisfied by
               any tender, or any recovery pursuant to any judgment (whether or
               not entered in accordance with subsection (a)), in any currency
               other than the Specified Currency, except to the extent that such
               tender or recovery shall result in the actual receipt, by the
               payee, of the full amount of the Specified Currency expressed to
               be payable in respect of such payments, (ii) shall be enforceable
               as an alternative or additional cause of action for the purpose
               of recovering in the Specified Currency the amount, if any, by
               which such actual receipt shall fall short of the full amount of
               the Specified Currency so expressed to be payable and (iii) shall
               not be affected by judgment being obtained for any other sum due
               under the Indenture; and

          (c)  it shall indemnify the Holder or Holders of any Note against any
               loss incurred as a result of any variation between:

               (i)     the rate of exchange at which the Specified Currency
                       amount is actually converted into the Judgment Currency
                       for the purpose of that judgment or order; and

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               (ii)    the Required Rate of Exchange.

For purposes of this Section, "NEW YORK BANKING DAY" means any day except a
Saturday, Sunday or a legal holiday in The City of New York or a day on which
banking institutions in The City of New York are authorized or required by law
or executive order to close.

                                   ARTICLE 14
                                SECURITY INTEREST

     SECTION 14.1   SECURITY INTEREST.

          (a)  To secure the full and punctual payment of the Obligations in
               accordance with the terms of the Indenture and to secure the
               performance of the Trust's obligations under the Notes and the
               Indenture, the Trust pledges and collaterally assigns to and with
               the Indenture Trustee for the benefit of each Holder of each Note
               and any other Person for whose benefit the Indenture Trustee is
               or will be holding the Collateral (the "SECURED PARTIES"), and
               grants to the Indenture Trustee for the benefit of each Secured
               Party, a security interest in the Collateral specified in the
               Pricing Supplement as securing the Obligations with respect to
               the Notes, and all of the rights and privileges of the Trust in
               and to the Collateral (the "SECURITY INTEREST"), effective as of
               the Original Issue Date of the Notes.

          (b)  It is expressly agreed that anything therein contained to the
               contrary notwithstanding, the Trust shall remain liable under
               each Funding Agreement to perform all the obligations assumed by
               it thereunder, all in accordance with and pursuant to the terms
               and provisions thereof, and the Indenture Trustee shall not have
               any obligations or liabilities by reason of or arising out of the
               Indenture, nor shall the Indenture Trustee be required or
               obligated in any manner to perform or fulfill any obligations of
               the Trust under or pursuant to such Funding Agreement or to make
               any payment, to make any inquiry as to the nature or sufficiency
               of any payment received by it, or, prior to the occurrence and
               continuance of an Event of Default, to present or file any claim,
               or to take any action to collect or enforce the payment of any
               amounts that may have been assigned to it or to which it may be
               entitled at any time or times.

          (c)  The Indenture Trustee acknowledges the grant of the Security
               Interest upon the issuance of the Notes, accepts the trusts under
               the Indenture in accordance with the provisions of the Indenture
               and agrees to perform its duties in the Indenture to the end that
               the interests of each Secured Party may be adequately and
               effectively protected.

     SECTION 14.2   REPRESENTATIONS AND WARRANTIES. The Trust represents and
warrants (which representations and warranties shall be deemed to have been
repeated as of the date of any Note Certificate) as follows:

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          (a)  The Trust owns each Funding Agreement that secures the
               Obligations and all of the rest of the Collateral, free and clear
               of any Liens other than the Security Interest in the Collateral.

          (b)  The Trust has not performed any acts which might prevent the
               Indenture Trustee from enforcing any of the terms of the
               Indenture or which would limit the Indenture Trustee in any such
               enforcement. Other than financing statements or other similar or
               equivalent documents or instruments with respect to the Security
               Interest, no financing statement, mortgage, security agreement or
               similar or equivalent document or instrument covering all or any
               part of the Collateral is on file or of record in any
               jurisdiction in which such filing or recording would be effective
               to perfect a Lien on such Collateral. No Collateral is in the
               possession of any Person (other than the Trust or its agent)
               asserting any claim thereto or security interest therein, except
               that the Indenture Trustee or its designee may have possession of
               Collateral as contemplated by the Indenture.

          (c)  Each Security Interest constitutes a valid security interest
               securing the Obligations. When (i) the financing statements shall
               have been filed in the appropriate offices in Illinois, Delaware
               and New York, (ii) the Indenture Trustee or its agent shall have
               taken possession of each applicable Funding Agreement, (iii) the
               Trust shall have pledged and collaterally assigned each
               applicable Funding Agreement to the Indenture Trustee and given
               written notice to the Funding Agreement Provider of each such
               assignment to the Indenture Trustee and (iv) the Funding
               Agreement Provider shall have given its express written consent
               to such pledge and collateral assignment and affirmed in writing
               that the Funding Agreement Provider has changed its books and
               records to reflect such pledge and collateral assignment to the
               Indenture Trustee, such Security Interest shall constitute a
               first priority perfected security interest in the Collateral,
               enforceable against the Trust, the Trust's creditors and any
               purchaser from the Trust.

     SECTION 14.3   ADDITIONAL REPRESENTATIONS AND WARRANTIES. The Trust
represents and warrants that:

          (a)  to the extent the creation of a security interest in any Funding
               Agreement is governed by the applicable UCC, the Indenture
               creates a valid security interest (as defined in the applicable
               UCC) in each Funding Agreement in favor of the Indenture Trustee
               for the benefit and security of the Secured Parties, which
               security interest is prior to all other Liens;

          (b)  to the extent the UCC applies, each Funding Agreement consists of
               "general intangibles," "payment intangibles" and/or "instruments"
               within the meaning of the applicable UCC;

          (c)  subject to the grant of security interest, pledge and collateral
               assignment of the Trust's estate, right, title and interest in
               each Funding Agreement, the

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               Trust is a party to and is the Person entitled to payment under
               each Funding Agreement on the date of the Indenture free and
               clear of any Lien, claim or encumbrance of any Person, other then
               the Lien created under the Indenture or any Lien otherwise
               permitted under the Indenture;

          (d)  to the extent the UCC applies, the Trust has caused or will have
               caused, within ten days after the date of the Indenture, the
               filing of all appropriate financing statements in the proper
               filing office in the appropriate jurisdictions under applicable
               law in order to perfect the security interest in each Funding
               Agreement granted to the Indenture Trustee for the benefit and
               security of the Secured Parties under the Indenture;

          (e)  all original executed copies of each instrument that constitutes
               or evidences each Funding Agreement have been delivered to the
               Indenture Trustee or a custodian for the Indenture Trustee (the
               "CUSTODIAN");

          (f)  where all original executed copies of each instrument that
               constitutes or evidences each Funding Agreement have been
               delivered to the Custodian, the Trust has received a written
               acknowledgment from the Custodian that the Custodian is holding
               the instruments that constitute or evidence each Funding
               Agreement solely on behalf of the Indenture Trustee;

          (g)  other than the security interest granted to the Indenture Trustee
               for the benefit and security of the Secured Parties pursuant to
               the Indenture, the Trust has not pledged, assigned, sold, granted
               a security interest in, or otherwise conveyed any of the Funding
               Agreements;

          (h)  the Trust has not authorized the filing of and is not aware of
               any financing statements against the Trust that include a
               description of collateral covering the Funding Agreement other
               than any financing statement relating to the security interest
               granted to the Indenture Trustee for the benefit and security of
               the Secured Parties under the Indenture or that has been
               terminated;

          (i)  the Trust is not aware of any judgment or tax lien filings
               against the Trust; and

          (j)  none of the instruments that constitute or evidence the Funding
               Agreements has any marks or notations indicating that they have
               been pledged, assigned or otherwise conveyed to any Person other
               than the Indenture Trustee for the benefit and security of the
               Secured Parties.

     The foregoing representations and warranties shall survive the execution
and delivery of the Notes. No party to the Indenture shall waive any of the
foregoing representations and warranties. The Trust shall maintain the
perfection and priority of the security interest in each Funding Agreement.

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     SECTION 14.4   FURTHER ASSURANCES; COVENANTS.

          (a)  The Trust will not change its name, identity or organizational
               structure in any manner unless it shall have given the Indenture
               Trustee at least 30 days' prior notice thereof. The Trust will
               not change the location of its chief executive office or chief
               place of business unless it shall have given the Indenture
               Trustee at least 30 days' prior notice thereof.

          (b)  The Trust will, from time to time and upon advice of counsel, at
               the Trust's expense, execute, deliver, file and record any
               statement, assignment, instrument, document, agreement or other
               paper and take any other action, (including, without limitation,
               any filings of financing or continuation statements) that from
               time to time may be necessary or desirable, or that the Indenture
               Trustee may reasonably request, in order to create, preserve,
               perfect, confirm or validate a Security Interest or to enable the
               Holders of Notes to obtain the full benefits of the Indenture, or
               to enable the Indenture Trustee to exercise and enforce any of
               its rights, powers and remedies under the Indenture with respect
               to any Collateral. To the extent permitted by applicable law, the
               Trust authorizes the Indenture Trustee to execute and file
               financing statements or continuation statements without the
               Trust's signature appearing thereon. The Trust agrees that a
               carbon, photographic, photostatic or other reproduction of the
               Indenture or of a financing statement is sufficient as a
               financing statement. The Trust shall pay the costs of, or
               incidental to, any recording or filing of any financing or
               continuation statements concerning any Collateral.

          (c)  If any Collateral is at any time in the possession or control of
               any warehouseman, bailee or any of the Trust's agents or
               processors, the Trust shall notify such warehouseman, bailee,
               agent or processor of the Security Interest created by the
               Indenture and to hold all such Collateral for the Indenture
               Trustee's account subject to the Indenture Trustee's
               instructions.

          (d)  The Trust will, promptly upon request, provide to the Indenture
               Trustee all information and evidence it may reasonably request
               concerning the Collateral to enable the Indenture Trustee to
               enforce the provisions of the Indenture.

          (e)  Not more than six months nor less than 30 days prior to each date
               on which the Trust proposes to take any action contemplated by
               Section 14.4(a), the Trust shall, at its cost and expense, cause
               to be delivered to the Indenture Trustee an Opinion of Counsel,
               satisfactory to the Indenture Trustee, to the effect that all
               financing statements and amendments or supplements thereto,
               continuation statements and other documents required to be
               recorded or filed in order to perfect and protect the Security
               Interest for a period, specified in such Opinion of Counsel,
               continuing until a date not earlier than 18 months from the date
               of such Opinion of Counsel, against all creditors of and
               purchasers from the Trust have been

                                       74
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               filed in each filing office necessary for such purpose and that
               all filing fees and taxes, if any, payable in connection with
               such filings have been paid in full.

          (f)  From time to time upon request by the Indenture Trustee, the
               Trust shall, at its cost and expense, cause to be delivered to
               the Indenture Trustee an Opinion of Counsel satisfactory to the
               Indenture Trustee as to such matters relating to the Security
               Interest as the Indenture Trustee or the Holder Representative
               may reasonably request.

     SECTION 14.5   GENERAL AUTHORITY. The Trust irrevocably appoints the
Indenture Trustee its true and lawful attorney, with full power of substitution,
in the name of the Trust, the Indenture Trustee, the Holders of Notes or
otherwise, for the sole use and benefit of the Secured Parties, but at the
Trust's expense, to the extent permitted by law to exercise, at any time and
from time to time while an Event of Default has occurred and is continuing, all
or any of the following powers with respect to all or any of the Collateral:

          (a)  to demand, sue for, collect, receive and give acquittance for any
               and all monies due or to become due thereon or by virtue thereof,

          (b)  to settle, compromise, compound, prosecute or defend any action
               or proceeding with respect thereto,

          (c)  to sell, transfer, assign or otherwise deal in or with the same
               or the proceeds or avails thereof, as fully and effectually as if
               the Indenture Trustee were the absolute owner thereof, and

          (d)  to extend the time of payment of any or all thereof and to make
               any allowance and other adjustments with reference thereto;

PROVIDED that the Indenture Trustee shall give the Trust not less than 10 days'
prior notice of the time and place of any sale or other intended disposition of
any of the Collateral, except any part of the Collateral which threatens to
decline speedily in value or is of a type customarily sold on a recognized
market.

     SECTION 14.6   REMEDIES UPON EVENT OF DEFAULT. If any Event of Default has
occurred and is continuing, the Indenture Trustee may exercise on behalf of the
Holders of the Notes all rights of a secured party under applicable law and, in
addition, the Indenture Trustee may, without being required to give any notice,
except as provided in the Indenture or as may be required by mandatory
provisions of law, (i) apply all cash, if any, then held by it as all or part of
the Collateral as specified in Section 5.3 and (ii) if there shall be no such
cash or if such cash shall be insufficient to pay all the Obligations in full,
sell the Collateral (including each applicable Funding Agreement) or any part
thereof at public or private sale, for cash, upon credit or for future delivery,
and at such price or prices as the Indenture Trustee may deem satisfactory. Any
Holder may be the purchaser of any or all of the Collateral so sold at any
public sale (or, if the Collateral is of a type customarily sold in a recognized
market or is of a type which is the subject of widely distributed standard price
quotations, at any private sale). The Trust will execute and deliver such
documents and take such other action as the Indenture Trustee deems

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necessary or advisable in order that any such sale may be made in compliance
with law. Upon any such sale the Indenture Trustee shall have the right to
deliver, assign and transfer to the purchaser thereof the Collateral so sold.
Each purchaser at any such sale shall hold the Collateral so sold to it
absolutely and free from any claim or right of whatsoever kind, including any
equity or right of redemption of the Trust which may be waived, and the Trust,
to the extent permitted by law, specifically waives all rights of redemption,
stay or appraisal which it has or may have under any law. The notice (if any) of
such sale shall (A) in the case of a public sale, state the time and place fixed
for such sale, and (B) in the case of a private sale, state the day after which
such sale may be consummated. Any such public sale shall be held at such time or
times within ordinary business hours and at such place or places as the
Indenture Trustee may fix in the notice of such sale. At any such sale the
Collateral may be sold in one lot as an entirety or in separate parcels, as the
Indenture Trustee may determine. The Indenture Trustee shall not be obligated to
make any such sale pursuant to any such notice. The Indenture Trustee may,
without notice or publication, adjourn any public or private sale or cause the
same to be adjourned from time to time by announcement at the time and place
fixed for the sale, and such sale may be made at any time or place to which the
same may be so adjourned. In the case of any sale of all or any part of the
Collateral on credit or for future delivery, the Collateral so sold may be
retained by the Indenture Trustee until the selling price is paid by the
purchaser thereof, but the Indenture Trustee shall not incur any liability in
the case of the failure of such purchaser to take up and pay for the Collateral
so sold and, in the case of any such failure, such Collateral may again be sold
upon like notice. The Indenture Trustee, instead of exercising the power of sale
conferred upon it in the Indenture, may proceed by a suit or suits at law or in
equity to foreclose a Security Interest and sell any Collateral, or any portion
thereof, under a judgment or decree of a court or courts of competent
jurisdiction.

     SECTION 14.7   LIMITATION ON DUTIES OF INDENTURE TRUSTEE WITH RESPECT TO
COLLATERAL. Beyond the exercise of reasonable care in the custody thereof, the
Indenture Trustee shall have no duty as to any portion of the Collateral in its
possession or control or in the possession or control of any agent or bailee or
as to the preservation of rights against prior parties or any other rights
pertaining thereto. The Indenture Trustee shall be deemed to have exercised
reasonable care in the custody of the Collateral in its possession if the
Collateral is accorded treatment substantially equal to that which it accords
property it holds in its fiduciary capacity generally, and shall not be liable
or responsible for any loss or damage to any of the Collateral, or for any
diminution in the value thereof, by reason of the act or omission of any
warehouseman, carrier, forwarding agency, consignee or other agent or bailee
selected by the Indenture Trustee in good faith.

     SECTION 14.8   CONCERNING THE INDENTURE TRUSTEE. In furtherance and not in
derogation of the rights, privileges and immunities of the Indenture Trustee
specified in the Indenture:

          (a)  the Indenture Trustee is authorized to take all such action as is
               provided to be taken by it as Indenture Trustee under this
               Article and all other action reasonably incidental thereto. As to
               any matters not expressly provided for in this Article
               (including, without limitation, the timing and methods of
               realization upon any Collateral) the Indenture Trustee shall act
               or refrain from acting in accordance with written instructions
               from the Holder or

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               Holders of the required percentage of aggregate principal amount
               of Notes for any instructions or, in the absence of such
               instructions, in accordance with its discretion; and

          (b)  the Indenture Trustee shall not be responsible for the existence,
               genuineness or value of any of the Collateral or for the
               validity, perfection, priority or enforceability of the Security
               Interest in any of the Collateral, whether impaired by operation
               of law or by reason of any action or omission to act on its part
               under the Indenture.

     SECTION 14.9   TERMINATION OF SECURITY INTEREST. Upon the repayment in full
of all Obligations, the Security Interest shall terminate and all rights to the
Collateral shall revert to the Trust. Upon such termination of a Security
Interest, and delivery of a certificate by the Trust to such effect, the
Indenture Trustee will, at the expense of the Trust, execute and deliver to the
Trust such documents as the Trust shall reasonably request to evidence the
termination of the Security Interest.

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                                                                     EXHIBIT A-1

          Form of Global Security for Secured Medium Term Notes Program

                                      A1-1
<Page>

                                                                     EXHIBIT A-2

        Form of Definitive Security for Secured Medium Term Notes Program

                                      A2-1
<Page>

                                                                     EXHIBIT A-3

       Form of Global Security for Allstate Life(SM) CoreNotes(SM) Program

                                      A3-1
<Page>

                                                                     EXHIBIT A-4

     Form of Definitive Security for Allstate Life(SM) CoreNotes(SM) Program

                                      A4-1
<Page>

                                                                       EXHIBIT B

                      FORM OF CERTIFICATE OF AUTHENTICATION

     This Note Certificate is one of the Note Certificates representing Notes
     described in the within-mentioned Indenture and is being issued in
     accordance with Section 2.5(f) of the Indenture.


                                    J.P. MORGAN TRUST COMPANY, NATIONAL
                                    ASSOCIATION,
                                    as Indenture Trustee


                                    By:
                                       --------------------------------
                                       Authorized Signatory


Dated:

                                       B-1
<Page>

                                                                       EXHIBIT C

                     FORM OF ANNUAL STATEMENT OF COMPLIANCE

     I [identify the certifying individual], a duly elected and acting officer
of J.P. Morgan Trust Company, National Association ("Indenture Trustee"), do
hereby certify on behalf of the Indenture Trustee, that:

     1. I have reviewed and examined the performance by the Indenture Trustee of
the application of trust money collected by the Indenture Trustee pursuant to
Section 5.3 of the Indenture under which the Trust's notes (the "Notes") were
issued during the fiscal year ending December 31, - (the "Relevant Year"); and

     2. Based upon my review and examination described in 1 above, and except as
provided in the Independent Auditor's Report, dated -, 200-, prepared by the
Trust's independent public accountants in accordance with Section 7.5 of the
Indenture, to the best of my knowledge, the application of trust money collected
by the Indenture Trustee pursuant to Section 5.3 of the Indenture was performed
in accordance with the terms of the Indenture throughout the Relevant Year.


J.P. Morgan Trust Company, National Association, as Indenture Trustee


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


Date:
      -----------------------------

                                       C-1