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                                                                    EXHIBIT 10.3

                              FORM OF SECURITY FOR
       FUNDING NOTE RELATED TO SECURED MEDIUM TERM NOTES ISSUED UNDER THE
                        SECURED MEDIUM TERM NOTES PROGRAM

                               [FACE OF SECURITY]

                                                        CUSIP No.:

                          ALLSTATE LIFE GLOBAL FUNDING

                                  FUNDING NOTE

<Table>
<S>                                                          <C>
Title of Note:                                               Stated Maturity Date:
Trust:                                                       Settlement Date and Time:
Principal Amount: $_____________                             Securities Exchange Listing: /  / Yes /  / No. If yes,
         (or principal amount of foreign or composite                 indicate name(s) of Securities Exchange(s):
         currency)                                                    __________________________.
Original Issue Date:                                         Floating Rate Note: /  / Yes /  / No. If yes,
Issue Price:                                                          Regular Floating Rate Notes: /  /
Interest Rate or Formula:                                             Inverse Floating Rate Notes: /  /
Fixed Rate Note: /  / Yes /  / No. If yes,                            Floating Rate/Fixed Rate Notes: /  /
         Interest Rate:                                               Interest Rate:
         Interest Payment Dates:                                      Interest Rate Basis(es):
         Day Count Convention:                                                LIBOR / /
         Additional/Other Terms:                                                    / / LIBOR Reuters Page:
Amortizing Note: /  / Yes /  / No. If yes,                                          / / LIBOR Telerate Page:
         Amortization schedule or formula:                                          LIBOR Currency:
         Additional/Other Terms:                                              Constant Maturity Treasury Rate /  /
Discount Note: /  / Yes /  / No. If yes,                                            Designated CMT Telerate Page:
         Total Amount of Discount:                                                           If Telerate Page 7052:
         Initial Accrual Period of Discount:                                                 / / Weekly Average
         Interest Payment Dates:                                                             / / Monthly Average
         Additional/Other Terms:

Redemption Provisions: /  / Yes /  / No. If yes,                                    Designated CMT Maturity Index:
Initial Redemption Date:                                                      CD Rate /  /
         Initial Redemption Percentage:                                       Commercial Paper Rate /  /
         Annual Redemption Percentage Reduction,                              Federal Funds Rate /  /
                 if any:                                                      Prime Rate /  /
         Additional/Other Terms:                                              Treasury Rate /  /
Repayment Provisions: /  / Yes /  / No. If yes,                               Eleventh District Cost of Funds Rate /  /
         Optional Repayment Date(s):                                          EURIBOR Rate /  /
         Optional Repayment Price:                                            Other /  /  See attached.
         Additional/Other Terms:                                      Index Maturity:
</Table>

                                        1
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<Table>
<S>                                                          <C>
Regular Interest Record Date(s):
Sinking Fund:                                                         Spread and/or Spread Multiplier, if any:
Specified Currency:                                                   Initial Interest Rate, if any:
Exchange Rate Agent:                                                  Initial Interest Reset Date:
Calculation Agent:                                                    Interest Reset Dates:
Authorized Denominations:                                             Interest Determination Date(s):
Collateral: Allstate Life Insurance Company                           Interest Payment Dates:
         Funding Agreement No(s). /   /, all                          Maximum Interest Rate, if any:
         proceeds of such Funding Agreement(s), all                   Minimum Interest Rate, if any:
         books and records pertaining to such                         Fixed Rate Commencement Date, if any:
         Funding  Agreement(s) and all rights of Global               Fixed Interest Rate, if any:
         Funding pertaining to the foregoing.                         Day Count Convention:
Additional Amounts to be Paid: /  / Yes /  / No
Additional/Other Terms:                                      Additional/Other Terms:
</Table>

     This note certificate represents a duly authorized funding note (the
"Note") of Allstate Life Global Funding, a statutory trust organized under the
laws of the State of Delaware ("Global Funding"). The Note is being issued in
connection with the issuance and sale by the trust specified above (the "Trust")
of the trust notes identified on Annex A to that certain series instrument to
which Global Funding and the Trust are parties (the "Series Instrument") (the
"Trust Notes"). The Note is being issued under the Funding Note Indenture, dated
as of the date hereof (as amended or supplemented from time to time, the
"Indenture") between Global Funding and J.P. Morgan Trust Company, National
Association, as indenture trustee (including any successor, the "Indenture
Trustee"). Capitalized terms used herein and not otherwise defined shall have
the respective meanings ascribed in the Standard Funding Note Indenture Terms,
dated as of [     ] (as amended or supplemented from time to time, the "Standard
Funding Note Indenture Terms").

     Subject to the immediately following paragraph, Global Funding, for value
received, hereby promises to pay to the Trust or its registered assigns (the
"Holder") on the Maturity Date (as defined below) (or on the date of redemption
or repayment by Global Funding) the principal amount of the Note and, if so
specified above, to pay interest from time to time on the Note from the Original
Issue Date (the "Original Issue Date") or from the most recent Interest Payment
Date to which interest has been paid or duly provided for at the rate per annum
determined in accordance with the provisions on the reverse hereof and as
specified above, until the principal of the Note is paid or made available for
payment and to pay such other amounts due and owing with respect to the Note.

     The Note shall be cancelled immediately upon the transfer by Global Funding
to, or as directed by, the Trust of each funding agreement identified on Annex A
to the Series Instrument (each, a "Funding Agreement"), and such cancellation
shall operate as a redemption of, and satisfaction of indebtedness represented
by, the Note.

     On any exchange or purchase and cancellation of the Note, details of such
exchange or purchase and cancellation shall be entered in the records of Global
Funding. Upon any such exchange or purchase and cancellation, the principal
amount of the Note shall be charged by the principal amount so exchanged or
purchased and cancelled, as provided in the Standard Indenture Terms.

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     Unless otherwise set forth above, if the Notes are subject to an Annual
Redemption Percentage Reduction as specified above, the Redemption Price of the
Notes represented by this Note Certificate shall initially be the Initial
Redemption Percentage of the principal amount of the Notes represented by this
Note Certificate on the Initial Redemption Date and shall decline at each
anniversary of the Initial Redemption Date (each such date, a "Redemption Date")
by the Annual Redemption Percentage Reduction of such principal amount until the
Redemption Price is 100% of such principal amount.

     The Notes will mature on the earlier of the Stated Maturity Date and the
Maturity Date (as defined in the Trust Notes) of the Trust Notes (the "Trust
Notes Maturity Date"), unless its principal (or, any installment of its
principal) becomes due and payable prior to any such date, whether, as
applicable, by the declaration of acceleration of maturity, notice of redemption
at the option of the Trust, notice of the Holder's option to elect repayment or
otherwise (the Stated Maturity Date, the Trust Notes Maturity Date or any date
prior to any such date on which the Note becomes due and payable, as the case
may be, are referred to as the "Maturity Date" with respect to principal of the
Note repayable on such date).

     Unless otherwise provided above and except as provided in the following
paragraph, Global Funding will pay interest on each Interest Payment Date
specified above, commencing with the first Interest Payment Date next succeeding
the Original Issue Date, and on the Maturity Date; PROVIDED that any payment of
principal, premium, if any, interest or other amounts to be made on any Interest
Payment Date or on a Maturity Date that is not a Business Day shall be made on
the next succeeding Business Day, PROVIDED, HOWEVER, with respect to an Interest
Payment Date other than the Maturity Date, if the Note is a LIBOR Note (as
defined in Section 3 on the reverse hereof) and that next succeeding Business
Day falls in the next succeeding calendar month, such payment shall be made on
the immediately preceding Business Day.

     Unless otherwise specified above, the interest payable on each Interest
Payment Date or on the Maturity Date will be the amount equal to the interest
accrued from and including the immediately preceding Interest Payment Date in
respect of which interest has been paid or from and including the date of issue,
if no interest has been paid, to but excluding the applicable Interest Payment
Date or the Maturity Date, as the case may be (each, an "Interest Period").

     Reference is hereby made to the further provisions of the Note set forth on
the reverse hereof and, if so specified on the face hereof, in an Addendum
hereto, which further provisions shall for all purposes have the same force and
effect as if set forth on the face hereof.

     Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to the Note as specified above, the Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions."

     The Note represented by this Note Certificate shall not be valid or become
obligatory for any purpose until the certificate of authentication hereon shall
have been executed by the Indenture Trustee pursuant to the Indenture.

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     IN WITNESS WHEREOF, Global Funding has caused this instrument to be duly
executed on its behalf.

Dated: Original Issue Date            ALLSTATE LIFE GLOBAL FUNDING
                                      as Issuer


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


                          CERTIFICATE OF AUTHENTICATION

     This Note Certificate represents the Note described in the within-mentioned
Indenture and is being issued in accordance with Section [2.5(f)] of the
Standard Funding Note Indenture Terms.

Dated: Original Issue Date            J.P. MORGAN TRUST COMPANY, NATIONAL
                                              ASSOCIATION,
                                      as Indenture Trustee

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

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                        [REVERSE OF DEFINITIVE SECURITY]

     SECTION 1. GENERAL. This Note is being issued pursuant to the Indenture in
connection with the issuance and sale by the Trust of the Trust Notes. The Note
shall be cancelled immediately upon the transfer by Global Funding to, or as
directed by, the Trust of each Funding Agreement, and such cancellation shall
operate as a redemption of, and satisfaction of indebtedness represented by, the
Note.

     SECTION 2. CURRENCY. The Note is denominated in, and payments of principal
of, premium, if any, and interest on, if any, and other amounts in respect of,
the Note will be in the Specified Currency designated on the face hereof. If the
Note is a Foreign Currency Note, any amounts so payable by Global Funding in the
Specified Currency will be converted by the exchange rate agent designated on
the face hereof (the "Exchange Rate Agent") into United States dollars for
payment to the registered holders hereof unless otherwise specified on the face
hereof or a registered holder elects, in the manner described below, to receive
payments in the Specified Currency.

     If the Specified Currency for Foreign Currency Note is not available for
any required payment of principal, premium, if any, and/or interest, if any, due
to the imposition of exchange controls or other circumstances beyond the control
of Global Funding, Global Funding will be entitled to satisfy the obligations to
the registered holders of such Foreign Currency Note by making payments in
United States dollars based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent at approximately 11:00 A.M., New York City
time, on the second Business Day preceding the applicable payment date from
three recognized foreign exchange dealers (one of whom may be the Exchange Rate
Agent) selected by the Exchange Rate Agent and approved by Global Funding for
the purchase by the quoting dealer of the Specified Currency for United States
dollars for settlement on that payment date in the aggregate amount of the
Specified Currency payable to all registered holders of such Foreign Currency
Note scheduled to receive United States dollar payments and at which the
applicable dealer commits to execute a contract. All currency exchange costs
will be borne by the relevant registered holders of such Foreign Currency Note
by deductions from any payments. If three bid quotations are not available,
payments will be made in the Specified Currency.

     Registered holders of a Foreign Currency Note may elect to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest,
if any, in the Specified Currency by submitting a written request to the
Indenture Trustee at its corporate trust office in The City of New York on or
prior to the applicable Regular Interest Record Date or at least fifteen
calendar days prior to the Maturity Date, as the case may be. This written
request may be mailed or hand delivered or sent by cable, telex or other form of
facsimile transmission. This election will remain in effect until revoked by
written notice delivered to the Indenture Trustee on or prior to a Regular
Interest Record Date or at least fifteen calendar days prior to the Maturity
Date, as the case may be. Registered holders of a Foreign Currency Note to be
held in the name of a broker or nominee should contact their broker or nominee
to determine whether and how an election to receive payments in the Specified
Currency may be made.

     Unless otherwise specified on the face hereof, if the Specified Currency is
other than

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United States dollars, if the Holder hereof elects to receive payments of
principal, premium, if any, and/or interest, if any, in the Specified Currency,
the Holder must notify the Indenture Trustee of that election on or prior to the
fifth Business Day after the applicable Regular Interest Record Date or at least
ten calendar days prior to the Maturity Date, as the case may be. If complete
instructions are received by the Indenture Trustee on or prior to such dates,
then the Holder will receive payments in the Specified Currency.

     Unless otherwise specified on the face hereof, if payment in the Specified
Currency hereon is not available to Global Funding for any required payment of
principal, premium, if any, and/or interest, if any, due to the imposition of
exchange controls or other circumstances beyond Global Funding's control, then
Global Funding will be entitled to satisfy its obligations by making payments in
United States dollars on the basis of the Market Exchange Rate, computed by the
Exchange Rate Agent as described above, on the second Business Day prior to the
particular payment or, if the Market Exchange Rate is not then available, on the
basis of the most recently available Market Exchange Rate. The "Market Exchange
Rate" for a Specified Currency other than United States dollars means the noon
dollar buying rate in The City of New York for cable transfers for the Specified
Currency as certified for customs purposes (or, if not so certified, as
otherwise determined) by the Federal Reserve Bank of New York. Any payment in
respect hereof made under such circumstances in U.S. Dollars will not constitute
an Event of Default under the Indenture.

     In the event that a member state of the European Union in whose national
currency is the Specified Currency becomes a participant member in the third
stage of the European economic and monetary union, Global Funding may on or
after the date of such occurrence, without the consent of the Holder hereof,
redenominate all, but not less than all, of the Note hereof.

     All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion and, in the absence of manifest error, shall be
conclusive for all purposes and binding on the Holder hereof and any applicable
Entitlement Holders.

     All currency exchange costs will be borne by the Holder hereof by deduction
from the payments made hereon.

     SECTION 3. DETERMINATION OF INTEREST RATE AND OTHER PAYMENT PROVISIONS.

     FIXED RATE NOTE. If the Note is designated on the face hereof as a "Fixed
Rate Note," the Note will bear interest from the Original Issue Date until the
Maturity Date. Unless otherwise specified on the face hereof, the rate of
interest payable on the Note will not be adjusted; unless otherwise specified on
the face hereof, interest will be payable on the Interest Payment Dates set
forth on the face hereof and at the Maturity Date. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. If any Interest Payment
Date or the Maturity Date of a Fixed Rate Note falls on a day that is not a
Business Day, any payments of principal, premium, if any, and/or interest or
other amounts required to be made, may be made on the next succeeding Business
Day, and no additional interest will accrue in respect of the payment made on
that next succeeding Business Day.

     DISCOUNT NOTE. If the Note is designated on the face hereof as a "Discount
Note" (as

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defined below), payments in respect of the Note shall be made as set forth on
the face hereof. In the event a Discount Note is redeemed, repaid or
accelerated, the amount payable to the Holder of such Note on the Maturity Date
will be equal to the sum of (1) the Issue Price (increased by any accruals of
discount) and, in the event of any redemption of such Discount Note, if
applicable, multiplied by the Initial Redemption Percentage (as adjusted by the
Annual Redemption Percentage Reduction, if applicable); and (2) any unpaid
interest accrued on such Discount Note to the date of redemption, repayment or
acceleration of maturity, as applicable. For purposes of determining the amount
of discount that has accrued as of any date on which a redemption, repayment or
acceleration of maturity of the Note occurs for a Discount Note, the discount
will be accrued using a constant yield method. The constant yield will be
calculated using a 30-day month, 360-day year convention, a compounding period
that, except for the Initial Period (as defined below), corresponds to the
shortest period between Interest Payment Dates for a Discount Note (with ratable
accruals within a compounding period), a coupon rate equal to the initial coupon
rate applicable to a Discount Note and an assumption that the maturity of such
Discount Note will not be accelerated. If the period from the date of issue to
the first Interest Payment Date for a Discount Note (the "Initial Period") is
shorter than the compounding period for such Discount Note, a proportionate
amount of the yield for an entire compounding period will be accrued. If the
Initial Period is longer than the compounding period, then the period will be
divided into a regular compounding period and a short period with the short
period being treated as provided in the preceding sentence. A "Discount Note" is
any Note that has an Issue Price that is less than 100% of the principal amount
thereof by more than a percentage equal to the product of 0.25% and the number
of full years to the Stated Maturity Date.

     AMORTIZING NOTE. If the Note is specified on the face hereof as a
"Amortizing Note," the Note shall bear interest at the rate set forth on the
face hereof, and payments of principal and interest shall be made as set forth
on the face hereof and/or in accordance with SCHEDULE I attached hereto. Unless
otherwise specified on the face hereof, interest on the Note will be computed on
the basis of a 360-day year of twelve 30-day months. Payments with respect to an
Amortizing Note will be applied first to interest due and payable on the Note
and then to the reduction of the unpaid principal amount of the Note.

     FLOATING RATE NOTE. If the Note is specified on the face hereof as a
"Floating Rate Note," interest on the Note shall accrue and be payable in
accordance with this Section 3. A Floating Rate Note may be a CD Rate Note, CMT
Rate Note, Commercial Paper Rate Note, Eleventh District Cost of Funds Rate
Note, Federal Funds Rate Note, LIBOR Note, EURIBOR Note, Prime Rate Note,
Treasury Rate Note, or as otherwise set forth on the face hereof. If the Note is
designated on the face hereof as a Floating Rate Note, the face hereof will
specify whether the Note is a Regular Floating Rate Note, Inverse Floating Rate
Note or Floating Rate/Fixed Rate Note. For the period from the date of issue to,
but not including, the first Interest Reset Date set forth on the face hereof,
the interest rate hereon shall be the Initial Interest Rate specified on the
face hereof. Thereafter, the interest rate hereon will be reset as of and be
effective as of each Interest Reset Date.

     (A)  If any Interest Reset Date would otherwise be a day that is not a
          Business Day, such Interest Reset Date shall be postponed to the next
          day that is a Business Day; PROVIDED, HOWEVER, that if the Note is a
          LIBOR Note and such Business Day is in the next succeeding calendar
          month, such Interest Reset Date shall be the

<Page>

          Business Day immediately preceding such Interest Reset Date.

     (B)  Unless specified otherwise on the face hereof, Interest Reset Dates
          are as follows: (1) if the Note resets daily, each Business Day, (2)
          if the Note resets weekly, other than Treasury Rate Note, the
          Wednesday of each week, (3) if the Note is a Treasury Rate Note that
          resets weekly, and except as provided below under "Treasury Rate
          Note," the Tuesday of each week, (4) if the Note resets monthly, the
          third Wednesday of each month, unless the Eleventh District Cost of
          Funds Rate is the Interest Rate Basis (as defined below) applicable to
          the Note, in which case the Note will reset the first calendar day of
          the month, (5) if the Note resets quarterly, the third Wednesday of
          March, June, September and December of each year, (6) if the Note
          resets semiannually, the third Wednesday of each of the two months
          specified on the face hereof and (7) if the Note resets annually, the
          third Wednesday of the month specified each year; PROVIDED, HOWEVER,
          that with respect to Floating Rate/ Fixed Rate Note, the rate of
          interest thereon will not reset after the particular Fixed Rate
          Commencement Date specified on the face hereof (the "Fixed Rate
          Commencement Date").

     (C)  Accrued interest is calculated by multiplying the principal amount of
          such Floating Rate Note by an accrued interest factor. The accrued
          interest factor is computed by adding the interest factor calculated
          for each day in the particular Interest Period. The interest factor
          for each day will be computed by dividing the interest rate applicable
          to such day by 360, in the case of a Floating Rate Note as to which
          the CD Rate, the Commercial Paper Rate, the Eleventh District Cost of
          Funds Rate, the Federal Funds Rate, LIBOR or the Prime Rate is an
          applicable Interest Rate Basis, or by the actual number of days in the
          year, in the case of a Floating Rate Note as to which the CMT Rate or
          the Treasury Rate is an applicable Interest Rate Basis. The interest
          factor for a Floating Rate Note as to which the interest rate is
          calculated with reference to two or more Interest Rate Bases will be
          calculated in each period in the same manner as if only the applicable
          Interest Rate Basis specified on the face hereof applied. The interest
          rate shall be set forth on the face hereof. For purposes of making the
          foregoing calculation, the interest rate in effect on any Interest
          Reset Date will be the applicable rate as reset on that date. Unless
          otherwise specified on the face hereof, the interest rate that is
          effective on the applicable Interest Reset Date will be determined on
          the applicable Interest Determination Date and calculated on the
          applicable Calculation Date (as defined below). "Calculation Date"
          means the date by which the Calculation Agent designated on the face
          hereof, is to calculate the interest rate which will be the earlier of
          (1) the tenth calendar day after the particular Interest Determination
          Date or, if such day is not a Business Day, the next succeeding
          Business Day; or (2) the Business Day immediately preceding the
          applicable Interest Payment Date or the Maturity Date, as the case may
          be.

     (D)  Unless otherwise specified on the face hereof, all percentages
          resulting from any calculation on a Floating Rate Note will be rounded
          to the nearest one hundred-thousandth of a percentage point, with five
          one-millionths of a percentage point rounded upwards. All dollar
          amounts used in or resulting from

<Page>

          any calculation on a Floating Rate Note will be rounded, in the case
          of United States dollars, to the nearest cent or, in the case of a
          foreign currency, to the nearest unit (with one-half cent or unit
          being rounded upwards).

     Unless otherwise specified on the face hereof and except as provided below,
interest will be payable as follows: (1) if the Interest Reset Date for the Note
is daily, weekly or monthly, interest will be payable on the third Wednesday of
each month or on the third Wednesday of March, June, September and December of
each year, as specified on the face hereof, (2) if the Interest Reset Date for
the Note is quarterly, interest will be payable on the third Wednesday of March,
June, September, and December of each year, (3) if the Interest Reset Date for
the Note is semiannually, interest will be payable on the third Wednesday of
each of two months specified on the face hereof of each year, (4) if the
Interest Reset Date for the Note is annually, interest will be payable on the
third Wednesday of the month specified on the face hereof of each year. In each
of these cases, interest will also be payable on the Maturity Date.

     If specified on the face hereof, the Note may have either or both of a
Maximum Interest Rate or Minimum Interest Rate. If a Maximum Interest Rate is so
designated, the interest rate that may accrue during any Interest Period for a
Floating Rate Note cannot ever exceed such Maximum Interest Rate and in the
event that the interest rate on any Interest Reset Date would exceed such
Maximum Interest Rate (as if no Maximum Interest Rate were in effect) then the
interest rate on such Interest Reset Date shall be the Maximum Interest Rate. If
a Minimum Interest Rate is so designated, the interest rate that may accrue
during any Interest Period for a Floating Rate Note cannot ever be less than
such Minimum Interest Rate and in the event that the interest rate on any
Interest Reset Date would be less than such Minimum Interest Rate (as if no
Minimum Interest Rate were in effect) then the interest rate on such Interest
Reset Date shall be the Minimum Interest Rate. Notwithstanding anything to the
contrary contained herein, if the Note is designated on the face hereof as a
Floating Rate Note, the interest rate on the Note shall not exceed the maximum
interest rate permitted by applicable law.

     All determinations of interest by the Calculation Agent designated on the
face hereof will, in the absence of manifest error, be conclusive for all
purposes and binding on the Holder of the Note and neither the Indenture Trustee
nor the Calculation Agent shall have any liability to the Holder of the Note in
respect of any determination, calculation, quote or rate made or provided by the
Calculation Agent. Upon request of the Holder of the Note, the Calculation Agent
will provide the interest rate then in effect and, if determined, the interest
rate that will become effective on the next Interest Reset Date with respect to
the Note. If the Calculation Agent is incapable or unwilling to act as such or
if the Calculation Agent fails duly to establish the interest rate for any
interest accrual period or to calculate the interest amount or any other
requirements, Global Funding will appoint a successor to act as such in its
place. The Calculation Agent may not resign its duties until a successor has
been appointed and such successor has accepted its appointment.

     Subject to applicable provisions of law and except as specified herein, on
each Interest Reset Date, the rate of interest on the Note on and after the
first Interest Reset Date shall be the interest rate determined in accordance
with the provisions of the heading below which has been designated as the
Interest Rate Basis on the face hereof (the "Interest Rate Basis"), the base
rate, plus or minus the Spread, if any, specified on the face hereof and/or
multiplied by the Spread

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Multiplier, if any, specified on the face hereof.

     (A)  CD RATE NOTE. If the Interest Rate Basis is the CD Rate, the Note
          shall be deemed to be a "CD Rate Note." A CD Rate Note will bear
          interest at the interest rate calculated with reference to the CD Rate
          and the Spread or Spread Multiplier, if any. The Calculation Agent
          will determine the CD Rate on each Interest Determination Date. The
          Interest Determination Date is the second Business Day immediately
          preceding the related Interest Reset Date. "CD Rate" means the rate on
          the particular Interest Determination Date for negotiable United
          States dollar certificates of deposit having the Index Maturity
          specified on the face hereof as published in H.15(519) (as defined
          below) under the caption "CDs (secondary market)", or, if not so
          published by 3:00 P.M., New York City time, on the related Calculation
          Date, the rate on the particular Interest Determination Date for
          negotiable United States dollar certificates of the particular Index
          Maturity as published in the H.15 Daily Update (as defined below) or
          other recognized electronic source used for the purpose of displaying
          the applicable rate under the heading "CDs (secondary market)." If
          such rate is not yet published in either H.15(519) or the H.15 Daily
          Update by 3:00 P.M., New York City time, on the related Calculation
          Date, then the CD Rate will be the rate on the particular Interest
          Determination Date calculated by the Calculation Agent as the
          arithmetic mean of the secondary market offered rates as of 10:00
          A.M., New York City time on that Interest Determination Date of three
          leading nonbank dealers in negotiable United States dollar
          certificates of deposit in The City of New York (which may include the
          Agents or their affiliates) selected by the Calculation Agent for
          negotiable United States dollar certificates of deposit of major
          United States money market banks for negotiable United States
          certificates of deposit with a remaining maturity closest to the
          particular Index Maturity in an amount that is representative for a
          single transaction in that market at that time, or, if the dealers so
          selected by the Calculation Agent are not quoting as described in the
          preceding sentence, the CD Rate in effect on the particular Interest
          Determination Date. "H.15(519)" means the weekly statistical release
          designated as H.15(519), or any successor publication, published by
          the Board of Governors of the Federal Reserve System; and "H.15 Daily
          Update" means the daily update of H.15(519), available through the
          Board of Governors of the Federal Reserve System at
          http://www.federalreserve.gov/releases/H15/update, or any successor
          site or publication.

     (B)  CMT RATE NOTE. If the Interest Basis is the CMT Rate, the Note shall
          be deemed to be a "CMT Rate Note." A CMT Rate Note will bear interest
          at the interest rate calculated with reference to the CMT Rate and the
          Spread or Spread Multiplier, if any. The Calculation Agent will
          determine the CMT Rate on each applicable Interest Determination Date.
          The applicable Interest Determination Date is the second Business Day
          prior to the Interest Reset Date. "CMT Rate" means (1) if CMT
          Moneyline Telerate Page 7051 is specified on the face hereof: (a) the
          percentage equal to the yield for United States Treasury securities at
          "constant maturity" having the Index Maturity specified on the face
          hereof as published in H.15(519) under the caption "Treasury Constant
          Maturities", as the yield is

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          displayed on Moneyline Telerate (or any successor service) on page
          7051 (or any other page as may replace the specified page on that
          service) ("Moneyline Telerate Page 7051"), for the particular Interest
          Determination Date, or (b) if the rate referred to in clause (a) does
          not so appear on Moneyline Telerate Page 7051, the percentage equal to
          the yield for United States Treasury securities at "constant maturity"
          having the particular Index Maturity and for the particular Interest
          Determination Date as published in H.15(519) under the caption
          "Treasury Constant Maturities", or (c) if the rate referred to in
          clause (b) does not so appear in H.15(519), the rate on the particular
          Interest Determination Date for the period of the particular Index
          Maturity as may then be published by either the Federal Reserve System
          Board of Governors or the United States Department of the Treasury
          that the Calculation Agent determines to be comparable to the rate
          which would otherwise have been published in H.15(519), or (d) if the
          rate referred to in clause (c) is not so published, the rate on the
          particular Interest Determination Date calculated by the Calculation
          Agent as a yield to maturity based on the arithmetic mean of the
          secondary market bid prices at approximately 3:30 P.M., New York City
          time, on that Interest Determination Date of three leading primary
          United States government securities dealers in The City of New York
          (which may include the Agents or their affiliates) (each, a "Reference
          Dealer"), selected by the Calculation Agent from five Reference
          Dealers selected by the Calculation Agent and eliminating the highest
          quotation, or, in the event of equality, one of the highest, and the
          lowest quotation or, in the event of equality, one of the lowest, for
          United States Treasury securities with an original maturity equal to
          the particular Index Maturity, a remaining term to maturity no more
          than one year shorter than that Index Maturity and in a principal
          amount that is representative for a single transaction in the
          securities in that market at that time, or (e) if fewer than five but
          more than two of the prices referred to in clause (d) are provided as
          requested, the rate on the particular Interest Determination Date
          calculated by the Calculation Agent based on the arithmetic mean of
          the bid prices obtained and neither the highest nor the lowest of the
          quotations shall be eliminated, or (f) if fewer than three prices
          referred to in clause (d) are provided as requested, the rate on the
          particular Interest Determination Date calculated by the Calculation
          Agent as a yield to maturity based on the arithmetic mean of the
          secondary market bid prices as of approximately 3:30 P.M., New York
          City time, on that Interest Determination Date of three Reference
          Dealers selected by the Calculation Agent from five Reference Dealers
          selected by the Calculation Agent and eliminating the highest
          quotation or, in the event of equality, one of the highest and the
          lowest quotation or, in the event of equality, one of the lowest, for
          United States Treasury securities with an original maturity greater
          than the particular Index Maturity, a remaining term to maturity
          closest to that Index Maturity and in a principal amount that is
          representative for a single transaction in the securities in that
          market at that time, or (g) if fewer than five but more than two
          prices referred to in clause (f) are provided as requested, the rate
          on the particular Interest Determination Date calculated by the
          Calculation Agent based on the arithmetic mean of the bid prices
          obtained and neither the highest nor the lowest of the quotations will
          be eliminated, or (h) if fewer than three prices

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          referred to in clause (f) are provided as requested, the CMT Rate in
          effect on the particular Interest Determination Date; (2) if CMT
          Moneyline Telerate Page 7052 is specified on the face hereof (a) the
          percentage equal to the one-week or one-month, as specified on the
          face hereof, average yield for United States Treasury securities at
          "constant maturity" having the Index Maturity specified on the face
          hereof as published in H.15(519) opposite the caption "Treasury
          Constant Maturities", as the yield is displayed on Moneyline Telerate
          (or any successor service) (on page 7052 or any other page as may
          replace the specified page on that service) ("Moneyline Telerate Page
          7052"), for the week or month, as applicable, ended immediately
          preceding the week or month, as applicable, in which the particular
          Interest Determination Date falls, or (b) if the rate referred to in
          clause (a) does not so appear on Moneyline Telerate Page 7052, the
          percentage equal to the one-week or one-month, as specified on the
          face hereof, average yield for United States Treasury securities at
          "constant maturity" having the particular Index Maturity and for the
          week or month, as applicable, preceding the particular Interest
          Determination Date as published in H.15(519) opposite the caption
          "Treasury Constant Maturities", or (c) if the rate referred to in
          clause (b) does not so appear in H.15(519), the one-week or one-month,
          as specified on the face hereof, average yield for United States
          Treasury securities at "constant maturity" having the particular Index
          Maturity as otherwise announced by the Federal Reserve Bank of New
          York for the week or month, as applicable, ended immediately preceding
          the week or month, as applicable, in which the particular Interest
          Determination Date falls, or (d) if the rate referred to in clause (c)
          is not so published, the rate on the particular Interest Determination
          Date calculated by the Calculation Agent as a yield to maturity based
          on the arithmetic mean of the secondary market bid prices at
          approximately 3:30 P.M., New York City time, on that Interest
          Determination Date of three Reference Dealers selected by the
          Calculation Agent from five Reference Dealers selected by the
          Calculation Agent and eliminating the highest quotation, or, in the
          event of equality, one of the highest, and the lowest quotation or, in
          the event of equality, one of the lowest, for United States Treasury
          securities with an original maturity equal to the particular Index
          Maturity, a remaining term to maturity no more than one year shorter
          than that Index Maturity and in a principal amount that is
          representative for a single transaction in the securities in that
          market at that time, or (e) if fewer than five but more than two of
          the prices referred to in clause (d) are provided as requested, the
          rate on the particular Interest Determination Date calculated by the
          Calculation Agent based on the arithmetic mean of the bid prices
          obtained and neither the highest nor the lowest of the quotations
          shall be eliminated, or (f) if fewer than three prices referred to in
          clause (d) are provided as requested, the rate on the particular
          Interest Determination Date calculated by the Calculation Agent as a
          yield to maturity based on the arithmetic mean of the secondary market
          bid prices as of approximately 3:30 P.M., New York City time, on that
          Interest Determination Date of three Reference Dealers selected by the
          Calculation Agent from five Reference Dealers selected by the
          Calculation Agent and eliminating the highest quotation or, in the
          event of equality, one of the highest and the lowest quotation or, in
          the event of equality, one of the lowest, for United States

<Page>

          Treasury securities with an original maturity greater than the
          particular Index Maturity, a remaining term to maturity closest to
          that Index Maturity and in a principal amount that is representative
          for a single transaction in the securities in that market at the time,
          or (g) if fewer than five but more than two prices referred to in
          clause (f) are provided as requested, the rate on the particular
          Interest Determination Date calculated by the Calculation Agent based
          on the arithmetic mean of the bid prices obtained and neither the
          highest nor the lowest of the quotations will be eliminated, or (h) if
          fewer than three prices referred to in clause (f) are provided as
          requested, the CMT Rate in effect on that Interest Determination Date.

               If two United States Treasury securities with an original
               maturity greater than the Index Maturity specified on the face
               hereof have remaining terms to maturity equally close to the
               particular Index Maturity, the quotes for the United States
               Treasury security with the shorter original remaining term to
               maturity will be used.

     (C)  COMMERCIAL PAPER RATE NOTE. If the Interest Rate Basis is the
          Commercial Paper Rate, the Note shall be deemed to be a "Commercial
          Paper Rate Note." A Commercial Paper Rate Note will bear interest for
          each Interest Reset Date at the interest rate calculated with
          reference to the Commercial Paper Rate and the Spread or Spread
          Multiplier, if any. The Calculation Agent will determine the
          Commercial Paper Rate on each applicable Interest Determination Date.
          The Interest Determination Date is the Business Day immediately
          preceding the related Interest Reset Date. "Commercial Paper Rate"
          means the Money Market Yield (calculated as described below) on the
          Interest Determination Date of the rate for commercial paper having
          the applicable Index Maturity as such rate is published in H.15(519)
          under the heading "Commercial Paper -- Nonfinancial." If such rate is
          not published by 3:00 P.M., New York City time, on the Calculation
          Date pertaining to such Interest Determination Date, then the
          Commercial Paper Rate shall be the Money Market Yield on the
          particular Interest Determination Date of the rate for commercial
          paper having the particular Index Maturity as published on H.15 Daily
          Update or such other recognized electronic source used for the
          purposes of displaying the applicable rate, under the caption
          "Commercial Paper -- Nonfinancial", or if such rate is not published
          by 3:00 P.M., New York City time, on the Calculation Date, then the
          Commercial Paper Rate as calculated by the Calculation Agent shall be
          the Money Market Yield of the arithmetic mean of the offered rates at
          approximately 11:00 A.M., New York City time, on that Interest
          Determination Date of three leading dealers of United States dollar
          commercial paper in The City of New York (which may include the Agents
          or their affiliates) selected by the Calculation Agent for commercial
          paper having the particular Index Maturity placed for industrial
          issuers whose bond rating is "Aa", or the equivalent, from a
          nationally recognized statistical rating organization; PROVIDED,
          HOWEVER, that if the dealers selected by the Calculation Agent are not
          quoting offered rates as mentioned above, the Commercial Paper Rate in
          effect on the particular Interest Determination Date.

<Page>

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

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

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

     (D)  ELEVENTH DISTRICT COST OF FUNDS RATE NOTE. If the Interest Basis is
          the Eleventh District Costs of Funds Rate, the Note shall be deemed to
          be a "Eleventh District Cost of Funds Rate Note." An Eleventh District
          Cost of Funds Note will bear interest at the interest rate calculated
          with reference to the Eleventh District Cost of Funds Rate and the
          Spread or Spread Multiplier, if any. The Calculation Agent will
          determine the Eleventh District Cost of Rate on each applicable
          Interest Determination Date. The applicable Interest Determination
          Date is the last working day of the month immediately preceding the
          related Interest Reset Date on which the Federal Home Loan Bank of San
          Francisco publishes the Eleventh District Index. The "Eleventh
          District Cost of Funds Rate" means (1) the rate equal to the monthly
          weighted average cost of funds for the calendar month immediately
          preceding the month in which the particular Interest Determination
          Date falls as set forth under the caption "11th District" on the
          display on Moneyline Telerate (or any successor service) on page 7058
          (or any other page as may replace the specified page on that service)
          ("Moneyline Telerate Page 7058") as of 11:00 A.M., San Francisco time,
          on that Interest Determination Date, or (2) if the rate referred to in
          clause (1) does not so appear on Moneyline Telerate Page 7058, the
          monthly weighted average cost of funds paid by member institutions of
          the Eleventh Federal Home Loan Bank District that was most recently
          announced (the "Eleventh District Index") by the Federal Home Loan
          Bank of San Francisco as the cost of funds for the calendar month
          immediately preceding that Interest Determination Date, or (3) if the
          Federal Home Loan Bank of San Francisco fails to announce the Eleventh
          District Index on or prior to the particular Interest Determination
          Date for the calendar month immediately preceding that Interest
          Determination Date, the Eleventh District Cost of Funds Rate in effect
          on the particular Interest Determination Date.

     (E)  FEDERAL FUNDS RATE NOTE. If the Interest Rate Basis is the Federal
          Funds Rate, the Note shall be deemed to be a "Federal Funds Rate
          Note." A Federal Funds Rate Note will bear interest for each Interest
          Reset Date at the interest rate calculated with reference to the
          Federal Funds Rate and the Spread or Spread Multiplier, if any. The
          Calculation Agent will determine the Federal Funds Rate on each
          applicable Interest Determination Date. The Interest Determination
          Date is the Business Day immediately preceding the related Interest
          Reset Date. "Federal Funds Rate" means (1) the rate on the particular
          Interest Determination Date for United States dollar federal funds as
          published in H.15(519) under the caption "Federal Funds (Effective)"
          and displayed on Moneyline Telerate (or any

<Page>

          successor service) on page 120 (or any other page as may replace the
          specified page on that service) ("Moneyline Telerate Page 120"), or
          (2) if the rate referred to in clause (1) does not so appear on
          Moneyline Telerate Page 120 or is not so published by 3:00 P.M., New
          York City time, on the related Calculation Date, the rate on the
          particular Interest Determination Date for United States dollar
          federal funds as published in H.15 Daily Update, or such other
          recognized electronic source used for the purpose of displaying the
          applicable rate, under the caption "Federal Funds (Effective)", or (3)
          if the rate referred to in clause (2) is not so published by 3:00
          P.M., New York City time, on the related Calculation Date, the rate on
          the particular Interest Determination Date calculated by the
          Calculation Agent as the arithmetic mean of the rates for the last
          transaction in overnight United States dollar federal funds arranged
          by three leading brokers of United States dollar federal funds
          transactions in The City of New York (which may include the Agents or
          their affiliates), selected by the Calculation Agent prior to 9:00
          A.M., New York City time, on that Interest Determination Date, or (4)
          if the brokers so selected by the Calculation Agent are not quoting as
          mentioned in clause (3), the Federal Funds Rate in effect on the
          particular Interest Determination Date.

     (F)  LIBOR NOTE. If the Interest Rate Basis is LIBOR (as defined below),
          the Note shall be deemed to be a "LIBOR Note." A LIBOR Note will bear
          interest for each Interest Period at the interest rate calculated with
          reference to LIBOR and the Spread or Spread Multiplier, if any. On
          each applicable Interest Determination Date the Calculation Agent will
          determine LIBOR. The applicable Interest Determination Date is the
          second London Banking Day preceding the related Interest Reset Date.

               LIBOR means: (1) if "LIBOR Moneyline Telerate" is specified on
               the face hereof or if neither "LIBOR Reuters" nor "LIBOR
               Moneyline Telerate" is specified on the face hereof as the method
               for calculating LIBOR, the rate for deposits in the LIBOR
               Currency (as defined below) having the Index Maturity specified
               on the face hereof, commencing on the related Interest Reset
               Date, that appears on the LIBOR Page (as defined below) as of
               11:00 A.M., London time, on the particular Interest Determination
               Date, or (2) if "LIBOR Reuters" is specified on the face hereof,
               the arithmetic mean of the offered rates, calculated by the
               Calculation Agent, or the offered rate, if the LIBOR Page by its
               terms provides only for a single rate, for deposits in the LIBOR
               Currency having the particular Index Maturity, commencing on the
               related Interest Reset Date, that appear or appears, as the case
               may be, on the LIBOR Page as of 11:00 A.M., London time, on the
               particular Interest Determination Date, or (3) if fewer than two
               offered rates appear, or no rate appears, as the case may be, on
               the particular Interest Determination Date on the LIBOR Page as
               specified in clause (1) or (2), as applicable, the rate
               calculated by the Calculation Agent of at least two offered
               quotations obtained by the Calculation Agent after requesting the
               principal London offices of each of four major reference banks
               (which may include affiliates of the Agents), in

<Page>

               the London interbank market to provide the Calculation Agent with
               its offered quotation for deposits in the LIBOR Currency for the
               period of the particular Index Maturity, commencing on the
               related Interest Reset Date, to prime banks in the London
               interbank market at approximately 11:00 A.M., London time, on
               that Interest Determination Date and in a principal amount that
               is representative for a single transaction in the LIBOR Currency
               in that market at that time, or (4) if fewer than two offered
               quotations referred to in clause (3) are provided as requested,
               the rate calculated by the Calculation Agent as the arithmetic
               mean of the rates quoted at approximately 11:00 A.M., in the
               applicable Principal Financial Center, on the particular Interest
               Determination Date by three major banks (which may include
               affiliates of the Agents), in that Principal Financial Center
               selected by the Calculation Agent for loans in the LIBOR Currency
               to leading European banks, having the particular Index Maturity
               and in a principal amount that is representative for a single
               transaction in the LIBOR Currency in that market at that time, or
               (5) if the banks so selected by the Calculation Agent are not
               quoting as mentioned in clause (4), LIBOR in effect on the
               particular Interest Determination Date.

               "LIBOR Currency" means the currency specified on the face hereof
               as to which LIBOR shall be calculated or, if no currency is
               specified on the face hereof, United States dollars.

               "LIBOR Page" means either: if "LIBOR Reuters" is specified on the
               face hereof, the display on the Reuter Monitor Money Rates
               Service (or any successor service) on the page specified on the
               face hereof (or any other page as may replace that page on that
               service) for the purpose of displaying the London interbank rates
               of major banks for the LIBOR Currency; or if "LIBOR Moneyline
               Telerate" is specified on the face hereof or neither "LIBOR
               Reuters" nor "LIBOR Moneyline Telerate" is specified on the face
               hereof as the method for calculating LIBOR, the display on
               Moneyline Telerate (or any successor service) on the page
               specified on the face hereof (or any other page as may replace
               such page on such service) for the purpose of displaying the
               London interbank rates of major banks for the LIBOR Currency.

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

     (G)  EURIBOR RATE NOTE. If the Interest Rate Basis is EURIBOR (as defined
          below), the Note shall be deemed to be a "EURIBOR Note." A EURIBOR
          Note will bear interest at the rates (calculated with references to
          the European inter-bank offered rate for deposits in Euro, or
          "EURIBOR", and the Spread and/or Spread Multiplier, if any) specified
          on the face hereof.

               "EURIBOR" means, with respect to any Interest Determination Date
               relating to a EURIBOR Note or a Note that bears interest at
               floating rates

<Page>

               for which the interest rate is determined with reference to
               EURIBOR (a "EURIBOR Interest Determination Date"), the rate for
               deposits in Euros as sponsored, calculated and published jointly
               by the European Banking Federation and ACI -- The Financial
               Market Association, or any company established by the joint
               sponsors for purposes of compiling and publishing those rates,
               having the Index Maturity specified on the face hereof,
               commencing on the applicable Interest Reset Date, as the rate
               appears on Moneyline Telerate, Inc., or any successor service, on
               page 248 (or any other page as may replace that specified page on
               the service) ("Moneyline Telerate Page 248") as of 11:00 A.M.,
               Brussels time, on the applicable EURIBOR Interest Determination
               Date. If such rate does not appear on Moneyline Telerate Page
               248, or is not so published by 11:00 A.M., Brussels time, on the
               applicable EURIBOR Interest Determination Date, such rate will be
               calculated by the Calculation Agent and will be the arithmetic
               mean of at least two quotations obtained by the Calculation Agent
               after requesting the principal Euro-zone (as defined below)
               offices of four major banks in the Euro-zone interbank market to
               provide the Calculation Agent with its offered quotation for
               deposits in Euros for the period of the Index Maturity specified
               on the face hereof, commencing on the applicable Interest Reset
               Date, to prime banks in the Euro-zone interbank market at
               approximately 11:00 A.M., Brussels time, on the applicable
               EURIBOR Interest Determination Date and in a principal amount not
               less than the equivalent of $1 million in Euros that is
               representative for a single transaction in Euro in the market at
               that time. If fewer than two such quotations are so provided, the
               rate on the applicable EURIBOR Interest Determination Date will
               be calculated by the Calculation Agent and will be the arithmetic
               mean of the rates quoted at approximately 11:00 A.M., Brussels
               time, on such EURIBOR Interest Determination Date by four major
               banks in the Euro-zone for loans in Euro to leading European
               banks, having the Index Maturity specified on the face hereof,
               commencing on the applicable Interest Reset Date and in a
               principal amount not less than the equivalent of $1 million in
               Euros that is representative for a single transaction in Euros in
               the market at that time. If the banks so selected by the
               Calculation Agent are not quoting as mentioned above, EURIBOR
               will be EURIBOR in effect on the applicable EURIBOR Interest
               Determination Date.

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

     (H)  PRIME RATE NOTE. If the Interest Rate Basis is the Prime Rate, the
          Note shall be deemed to be a "Prime Rate Note." A Prime Rate Note will
          bear interest for each Interest Reset Date calculated with reference
          to the Prime Rate and the Spread or Spread Multiplier, if any, subject
          to the Minimum Interest Rate and/or Maximum Interest Rate, if any,
          specified on the face hereof. The Calculation Agent will

<Page>

          determine the Prime Rate for each Interest Reset Date on each
          applicable Interest Determination Date. The Interest Determination
          Date is the Business Day immediately preceding the related Interest
          Reset Date. "Prime Rate" means (1) the rate on the particular Interest
          Determination Date as published in H.15(519) under the caption "Bank
          Prime Loan", or (2) if the rate referred to in clause (1) is not so
          published by 3:00 P.M., New York City time, on the related Calculation
          Date, the rate on the particular Interest Determination Date as
          published in H.15 Daily Update, or such other recognized electronic
          source used for the purpose of displaying the applicable rate, under
          the caption "Bank Prime Loan", or (3) if the rate referred to in
          clause (2) is not so published by 3:00 P.M., New York City time, on
          the related Calculation Date, the rate on the particular Interest
          Determination Date calculated by the Calculation Agent as the
          arithmetic mean of the rates of interest publicly announced by each
          bank that appears on the Reuters Screen US PRIME 1 Page (as defined
          below) as the applicable bank's prime rate or base lending rate as of
          11:00 A.M., New York City time, on that Interest Determination Date,
          or (4) if fewer than four rates referred to in clause (3) are so
          published by 3:00 P.M., New York City time, on the related Calculation
          Date, the rate on the particular Interest Determination Date
          calculated by the Calculation Agent as the arithmetic mean of the
          prime rates or base lending rates quoted on the basis of the actual
          number of days in the year divided by a 360-day year as of the close
          of business on that Interest Determination Date by three major banks
          (which may include affiliates of the Agents) in The City of New York
          selected by the Calculation Agent, or (5) if the banks so selected by
          the Calculation Agent are not quoting as mentioned in clause (4), the
          Prime Rate in effect on the particular Interest Determination Date.
          "Reuters Screen US PRIME 1 Page" means the display on the Reuter
          Monitor Money Rates Service (or any successor service) on the "US
          PRIME 1" page (or any other page as may replace that page on that
          service) for the purpose of displaying prime rates or base lending
          rates of major United States banks.

     (I)  TREASURY RATE NOTE. If the Interest Rate Basis is the Treasury Rate,
          the Note shall be deemed to be a "Treasury Rate Note." A Treasury Rate
          Note will bear interest for each Interest Reset Date at the interest
          rate calculated with reference to the Treasury Rate and the Spread or
          Spread Multiplier, if any. The Calculation Agent will determine the
          Treasury Rate on each Treasury Rate Determination Date (as defined
          below). "Treasury Rate" means (1) the rate from the auction held on
          the Treasury Rate Interest Determination Date (the "Auction") of
          direct obligations of the United States ("Treasury Bills") having the
          Index Maturity specified on the face hereof under the caption
          "INVESTMENT RATE" on the display on Moneyline Telerate (or any
          successor service) on page 56 (or any other page as may replace that
          page on that service) ("Moneyline Telerate Page 56") or page 57 (or
          any other page as may replace that page on that service) ("Moneyline
          Telerate Page 57"), or (2) if the rate referred to in clause (1) is
          not so published by 3:00 P.M., New York City time, on the related
          Calculation Date, the Bond Equivalent Yield (as defined below) of the
          rate for the applicable Treasury Bills as published in H.15 Daily
          Update, or another recognized electronic source used for the purpose
          of displaying the applicable rate, under the caption "U.S.

<Page>

          Government Securities/Treasury Bills/Auction High", or (3) if the rate
          referred to in clause (2) is not so published by 3:00 P.M., New York
          City time, on the related Calculation Date, the Bond Equivalent Yield
          of the auction rate of the applicable Treasury Bills as announced by
          the United States Department of the Treasury, or (4) if the rate
          referred to in clause (3) is not so announced by the United States
          Department of the Treasury, or if the Auction is not held, the Bond
          Equivalent Yield of the rate on the particular Interest Determination
          Date of the applicable Treasury Bills as published in H.15(519) under
          the caption "U.S. Government Securities/Treasury Bills/Secondary
          Market", or (5) if the rate referred to in clause (4) is not so
          published by 3:00 P.M., New York City time, on the related Calculation
          Date, the rate on the particular Interest Determination Date of the
          applicable Treasury Bills as published in H.15 Daily Update, or
          another recognized electronic source used for the purpose of
          displaying the applicable rate, under the caption "U.S. Government
          Securities/Treasury Bills/Secondary Market", or (6) if the rate
          referred to in clause (5) is not so published by 3:00 P.M., New York
          City time, on the related Calculation Date, the rate on the particular
          Interest Determination Date calculated by the Calculation Agent as the
          Bond Equivalent Yield of the arithmetic mean of the secondary market
          bid rates, as of approximately 3:30 P.M., New York City time, on that
          Interest Determination Date, of three primary United States government
          securities dealers (which may include the Agents or their affiliates)
          selected by the Calculation Agent, for the issue of Treasury Bills
          with a remaining maturity closest to the Index Maturity specified on
          the face hereof, or (7) if the dealers so selected by the Calculation
          Agent are not quoting as mentioned in clause (6), the Treasury Rate in
          effect on the particular Interest Determination Date.

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

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

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

               The "Treasury Rate Determination Date" for each Interest Reset
               Date means the day in the week in which the related Interest
               Reset Date falls on which day Treasury Bills are normally
               auctioned (i.e., Treasury Bills are normally sold at auction on
               Monday of each week, unless that day is a legal holiday, in which
               case the auction is normally held on the following Tuesday,
               except that the auction may be held on the preceding Friday);
               PROVIDED, HOWEVER, that if an auction is held on the Friday of
               the week preceding the related Interest Reset Date, the Interest
               Determination Date will be the preceding Friday.

<Page>

     (J)  REGULAR FLOATING RATE NOTE. Unless the Note is designated as a
          Floating Rate/Fixed Rate Note or an Inverse Floating Rate Note, or as
          having an Addendum attached or having other/additional provisions
          apply, in each case relating to a different interest rate formula,
          such Note that bears interest at floating rates will be a Regular
          Floating Rate Note and will bear interest at the rate determined by
          reference to the applicable Interest Rate Basis or Bases plus or minus
          the applicable Spread, if any, and/or multiplied by the applicable
          Spread Multiplier, if any. Commencing on the first Interest Reset
          Date, as specified on the face hereof, the rate at which interest on a
          Regular Floating Rate Note is payable will be reset as of each
          Interest Reset Date; PROVIDED, HOWEVER, that the interest rate in
          effect for the period, if any, from the date of issue to the first
          Interest Reset Date will be the Initial Interest Rate.

     (K)  FLOATING RATE/FIXED RATE NOTE. If the Note is designated as a
          "Floating Rate/Fixed Rate Note" on the face hereof, such Note that
          bears interest at floating rates will bear interest at the rate
          determined by reference to the applicable Interest Rate Basis or Bases
          plus or minus the applicable Spread, if any, and/or multiplied by the
          applicable Spread Multiplier, if any. Commencing on the first Interest
          Reset Date, the rate at which interest on a Floating Rate/Fixed Rate
          Note is payable will be reset as of each Interest Reset Date;
          PROVIDED, however, that the interest rate in effect for the period, if
          any, from the date of issue to the first Interest Reset Date will be
          the Initial Interest Rate, as specified on the face hereof; and the
          interest rate in effect commencing on the Fixed Rate Commencement Date
          will be the Fixed Interest Rate, if specified on the face hereof, or,
          if not so specified, the interest rate in effect on the day
          immediately preceding the Fixed Rate Commencement Date.

     (L)  INVERSE FLOATING RATE NOTE. If the Note is designated as an "Inverse
          Floating Rate Note" on the face hereof, the Inverse Floating Rate
          shall be equal to the Fixed Interest Rate minus the rate determined by
          reference to the applicable Interest Rate Basis or Bases plus or minus
          the applicable Spread, if any, and/or multiplied by the applicable
          Spread Multiplier, if any; PROVIDED, HOWEVER, that interest on an
          Inverse Floating Rate Note will not be less than zero. Commencing on
          the first Interest Reset Date, the rate at which interest on an
          Inverse Floating Rate Note is payable will be reset as of each
          Interest Reset Date; provided, however, that the interest rate in
          effect for the period, if any, from the date of issue to the first
          Interest Reset Date will be the Initial Interest Rate.

     SECTION 4. OPTIONAL REDEMPTION. Global Funding may redeem the Note prior to
the Stated Maturity Date at its option on any Business Day on or after the
Original Issue Date in whole or from time to time in part in increments of
$1,000 or any other integral multiple of an authorized denomination specified on
the face hereof (provided that any remaining principal amount of the Note shall
be at least $1,000 or other minimum authorized denomination applicable thereto),
at the applicable Redemption Price (as defined below), together with unpaid
interest accrued on the Note, any Additional Amounts and other amounts payable
with respect thereto to the date of redemption. Global Funding must give written
notice to the Holders of the Note to be redeemed at its option not more than 60
nor less than 30 calendar days prior to the

<Page>

date of redemption. "Redemption Price" means an amount equal to the Initial
Redemption Percentage specified on the face hereof (as adjusted by the Annual
Redemption Percentage Reduction, if applicable) multiplied by the unpaid
principal amount of the Note to be redeemed. The Initial Redemption Percentage,
if any, shall decline at each anniversary of the Initial Redemption Date by an
amount equal to the applicable Annual Redemption Percentage Reduction, if any,
until the Redemption Price is equal to 100% of the unpaid amount thereof to be
redeemed. Notwithstanding anything herein to the contrary, Global Funding may
redeem the Note on the Original Issue Date without notice at a price equal to
the principal amount of the Note (the "Immediate Redemption Price"). Global
Funding may pay the Redemption Price or the Immediate Redemption Price in cash
or Funding Agreement(s).

     SECTION 5. SINKING FUNDS AND AMORTIZING NOTE. Unless otherwise specified on
the face hereof or unless the Note is an Amortizing Note, the Note will not be
subject to any sinking fund. If it is specified on the face hereof that the Note
is an Amortizing Note, Global Funding will make payments combining principal and
interest on the dates and in the amounts set forth in the table appearing in
SCHEDULE I, attached to this Note Certificate. If the Note is an Amortizing
Note, payments made on the Note will be applied first to interest due and
payable on each such payment date and then to the reduction of the unpaid
principal amount.

     SECTION 6. OPTIONAL REPAYMENT. If so specified on the face hereof, the Note
will be subject to repayment by Global Funding at the option of the Holder of
the Note on the Optional Repayment Date(s) specified on the face hereof, in
whole or in part in increments of U.S.$1,000 (PROVIDED that any remaining
principal amount of the Note shall be at least U.S.$1,000), at a repayment price
equal to 100% of the unpaid principal amount of the Note to be repaid, together
with unpaid interest accrued thereon to the Repayment Date (as defined below).
For the Note to be so repaid, the Indenture Trustee must receive at its
corporate trust office not more than 60 nor less than 30 calendar days prior to
the applicable Optional Repayment Date, a properly completed Option to Elect
Repayment form, which is attached hereto as Annex A, forwarded by the Holder
hereof. Exercise of such repayment option shall be irrevocable. As used herein,
the term "Repayment Date" shall mean the date fixed for repayment in accordance
with the repayment provisions specified above.

     SECTION 7. MODIFICATIONS AND AMENDMENTS. Sections [9.1 and 9.2] of the
Standard Funding Note Indenture Terms contain provisions permitting Global
Funding and the Indenture Trustee (1) without the consent of the Holder, to
execute Supplemental Indentures for limited purposes and take other actions set
forth in the Standard Funding Note Indenture Terms, and (2) with the consent of
the Holder of not less than 66 2/3% in aggregate principal amount of the Note at
the time outstanding, evidenced as in the Standard Funding Note Indenture Terms,
to execute Supplemental Indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or any Supplemental
Indenture or modifying in any manner the rights of the Holder of the Note
subject to specified limitations.

     SECTION 8. OBLIGATIONS UNCONDITIONAL. No reference herein to the Indenture
or the Standard Funding Note Indenture Terms and no provision of the Note or of
the Indenture shall alter or impair the obligation of Global Funding, which is
absolute and unconditional, to pay the principal of, interest on, or any other
amount due and owing with respect to, the Note at the places, at the respective
times, at the rate, and in the coin or currency, herein prescribed.

<Page>

     SECTION 9. COLLATERAL. Pursuant to the Indenture, Global Funding will
assign the relevant Funding Agreement(s) issued by Allstate Life Insurance
Company ("Allstate Life") in connection with the issuance of the Note (each, a
"Funding Agreement") to the Indenture Trustee on behalf of the holders of the
Note. The Note will be secured by a first priority perfected security interest
in the Collateral described on the face hereof (the "Collateral") in favor of
the Indenture Trustee and the other persons identified in the Standard Funding
Note Indenture Terms.

     SECTION 10. SECURITY; LIMITED RECOURSE. The Note is solely the obligation
of Global Funding, and will not be guaranteed by any person, including but not
limited to Allstate Life, any Allstate Life Global Funding Trust, any Agent, the
Trust Beneficial Owner, the Delaware Trustee, the Indenture Trustee or any of
their affiliates. Global Funding's obligations under the Note will be secured by
all of Global Funding's rights and title in one or more Funding Agreement(s)
issued by Allstate Life and other rights and assets included in the applicable
Collateral. The Holder of the Note has no direct contractual rights against
Allstate Life under the Funding Agreement(s). Under the terms of each Funding
Agreement, recourse rights to Allstate Life will belong to Global Funding, its
successors and permitted assignees. Global Funding has pledged, collaterally
assigned and granted a first priority perfected security interest in the
Collateral for the Note to the Indenture Trustee on behalf of the Holder of the
Note and the other persons identified in the Standard Funding Note Indenture
Terms. Recourse to Allstate Life under each Funding Agreement will be
enforceable only by the Indenture Trustee as a secured party on behalf of the
Holder of the Note and the other persons identified in the Standard Funding Note
Indenture Terms.

     SECTION 11. EVENTS OF DEFAULT. In case an Event of Default, as defined in
the Standard Indenture Terms, shall have occurred and be continuing, the
principal of the Note may be declared, and upon such declaration shall become,
due and payable in the manner, with the effect and subject to the conditions
provided in the Standard Indenture Terms. If the Note is a Discount Note, the
amount of principal of the Note that becomes due and payable upon such
acceleration shall be equal to the amount calculated as set forth in Section 3
hereof.

     SECTION 12. WITHHOLDING; ADDITIONAL AMOUNTS. All amounts due in respect of
the Note will be made without withholding or deduction for or on account of any
present or future taxes, duties, levies, assessments or other governmental
charges of whatever nature imposed or levied by or on behalf of any governmental
authority in the United States having the power to tax payments on the Note
unless the withholding or deduction is required by law. Unless otherwise
specified on the face hereof, Global Funding will not pay any additional amounts
("Additional Amounts") to Holders of the Note in the event that any withholding
or deduction is so required by law, regulation or official interpretation
thereof, and the imposition of a requirement to make any such withholding or
deduction will not give rise to any independent right or obligation to redeem
the Note.

     SECTION 13. LISTING. Unless otherwise specified on the face hereof, the
Note will not be listed on any securities exchange.

     SECTION 14. NO RECOURSE AGAINST CERTAIN PERSONS. No recourse shall be had
for the payment of the principal of or the interest on the Note, or for any
claim based hereon, or

<Page>

otherwise in respect thereof, or based on or in respect of the Indenture or any
Supplemental Indenture, against the Nonrecourse Parties, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such personal liability being, by the
acceptance of the Note and as part of the consideration for issue of the Note,
expressly waived and released.

     SECTION 15. GOVERNING LAW. The Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

<Page>

                                                                         Annex A

                            OPTION TO ELECT REPAYMENT

     The undersigned Holder of the Note hereby irrevocably elects to have Global
Funding repay the principal amount of the Note or portion hereof at the optional
repayment price in accordance with the terms of the Note.

     Date:
           ---------------------------
                                          Signature
                                          Sign exactly as name appears on the
                                          front of this Note Certificate
                                          [SIGNATURE GUARANTEED - required
                                          only if Note is to be issued and
                                          delivered to other than the
                                          registered Holder]

                                          Fill in for registration of Note if
                                          to be issued otherwise than to the
     Principal amount to be repaid, if    registered Holder:
     amount to be repaid is less than
     the principal amount of the Note
     represented by this Note
     Certificate (principal amount
     remaining must be an authorized
     denomination)

     $ _______________________________
                                          Name:     ___________________________

                                          Address:  ___________________________

                                                    ___________________________
                                                    (Please print name and
                                                    address including zip code)


                   Social Security or Other Taxpayer ID Number

                                       A-1
<Page>

                                                                      Schedule I

                               AMORTIZATION TABLE

<Table>
<Caption>
                  Date                                    Payment
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<S>                                      <C>

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</Table>

                                       I-1