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                                                                    EXHIBIT 4.14


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                           FORM OF CLOSING INSTRUMENT

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                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                            Page
<S>                                                                                                        <C>
PART A       INDENTURE.........................................................................................1
PART B       FUNDING NOTE INDENTURE............................................................................3
PART C       TRANSFER OF FUNDING AGREEMENT(S) TO THE TRUST.....................................................5
PART D       ACKNOWLEDGEMENT OF FUNDING AGREEMENT(S) TRANSFER TO THE TRUST.....................................6
PART E       ASSIGNMENT OF FUNDING AGREEMENT(S) TO THE INDENTURE TRUSTEE.......................................7
PART F       ACKNOWLEDGEMENT OF FUNDING AGREEMENT(S) ASSIGNMENT TO THE INDENTURE TRUSTEE.......................8
PART G       CERTIFICATE REGARDING CUSTODY OF FUNDING AGREEMENT(S).............................................9
PART H       INSTRUCTIONS OF THE TRUST........................................................................10
PART I       ACKNOWLEDGEMENT OF INDENTURE TRUSTEE CONCERNING THE NOTE CERTIFICATE.............................11
PART J       CERTIFICATE OF INDENTURE TRUSTEE CONCERNING THE FUNDING AGREEMENT(S).............................12
PART K       CERTIFICATE OF GLOBAL FUNDING PURSUANT TO SECTION 6(C) OF THE DISTRIBUTION AGREEMENT.............13
PART L       OFFICER'S CERTIFICATE OF ALLSTATE LIFE INSURANCE COMPANY PURSUANT TO SECTION 6(D)
             OF THE DISTRIBUTION AGREEMENT....................................................................14
PART M       SECRETARY'S CERTIFICATE OF ALLSTATE LIFE INSURANCE COMPANY.......................................15
PART N       CERTIFICATE OF INDENTURE TRUSTEE CONCERNING CORPORATE MATTERS....................................19
PART O       CERTIFICATE OF AMACAR PACIFIC CORP...............................................................21
PART P       CROSS-RECEIPT BETWEEN THE TRUST AND THE AGENT(S).................................................27
PART Q       CROSS-RECEIPT BETWEEN THE TRUST AND GLOBAL FUNDING...............................................28
PART R       CROSS-RECEIPT BETWEEN GLOBAL FUNDING AND ALLSTATE LIFE...........................................29
PART S       CROSS-RECEIPT BETWEEN GLOBAL FUNDING AND THE TRUST...............................................30
PART T       MISCELLANEOUS AND EXECUTION PAGES................................................................31

EXHIBIT A    STANDARD INDENTURE TERMS........................................................................A-1
EXHIBIT B    STANDARD FUNDING NOTE INDENTURE TERMS...........................................................B-1
EXHIBIT C    FUNDING AGREEMENT(S)............................................................................C-1
EXHIBIT D    UCC-1 FINANCING STATEMENT.......................................................................D-1

ANNEX A      INDENTURE TRUSTEE SERVICE FEE SCHEDULE........................................................A-A-1
</Table>

                                        i
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     WHEREAS, the parties named herein desire to enter into certain documents
relating to the issuance by Allstate Life Global Funding Trust [   ] - [ ] (the
"Trust") of Notes to investors under Allstate Life Global Funding's ("Global
Funding") secured medium term notes program;

     WHEREAS, the Notes will be issued pursuant to the Indenture (set forth in
Part A herein), dated as of the Original Issue Date specified in the Pricing
Supplement (the "Original Issue Date"), between the parties thereto indicated in
Part T herein;

     WHEREAS, the Funding Note will be issued pursuant to the Funding Note
Indenture (set forth in Part B herein), dated as of the Original Issue Date,
between the parties thereto indicated in Part T herein;

     WHEREAS, certain arrangements relating to the transfer of the Funding
Agreement(s) by Global Funding to the Trust are set forth in the Transfer of
Funding Agreement(s) to the Trust (set forth in Part C herein), dated as of the
Original Issue Date, among the parties thereto indicated in Part T herein;

     WHEREAS, certain arrangements relating to Allstate Life Insurance Company's
("Allstate Life") acknowledgement of the transfer of the Funding Agreement(s)
from Global Funding to the Trust are set forth in the Acknowledgement of Funding
Agreement(s) Transfer to the Trust (set forth in Part D herein), dated as of the
Original Issue Date, among the parties thereto indicated in Part T herein;

     WHEREAS, certain arrangements relating to the assignment of the Funding
Agreement(s) by the Trust to the Indenture Trustee are set forth in the
Assignment of Funding Agreement(s) to the Indenture Trustee (set forth in Part E
herein), dated as of the Original Issue Date, among the parties thereto
indicated in Part T herein;

     WHEREAS, certain arrangements relating to Allstate Life's acknowledgement
of the assignment of the Funding Agreement(s) from the Trust to the Indenture
Trustee are set forth in the Acknowledgement of Funding Agreement(s) Assignment
to the Indenture Trustee (set forth in Part F herein), dated as of the Original
Issue Date, among the parties thereto indicated in Part T herein;

     WHEREAS, certain certifications of the Indenture Trustee concerning custody
of the Funding Agreement(s) are set forth in the Certificate Regarding Custody
of the Funding Agreement(s) (set forth in Part G herein), dated as of the
Original Issue Date;

     WHEREAS, certain instructions of the Trust relating to the authentication,
registration, acceptance and retention of the certificate(s) representing the
Notes are set forth in the Instructions of the Trust (set forth in Part H
herein), dated as of the Original Issue Date, between the parties thereto
indicated in Part T herein;

     WHEREAS, certain arrangements relating to Allstate Life's acknowledgement
of the receipt, authentication, acceptance and retention of the certificate(s)
representing the Notes are set forth in the Acknowledgment of Indenture Trustee
Concerning the Note Certificate (set forth in Part I herein), dated as of the
Original Issue Date;

                                       ii
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     WHEREAS, certain arrangements relating to the Indenture Trustee's
acknowledgement of the receipt and retention of the Funding Agreement(s) are set
forth in the Certificate of Indenture Trustee Concerning the Funding
Agreement(s) (set forth in Part J herein), dated as of the Original Issue Date;

     WHEREAS, certain certifications of Global Funding pursuant to the
Distribution Agreement are set forth in the Certificate of Global Funding
Pursuant to Section 6(c) of the Distribution Agreement (set forth in Part K
herein), dated as of the Original Issue Date;

     WHEREAS, certain certifications of Allstate Life pursuant to the
Distribution Agreement are set forth in the Officer's Certificate of Allstate
Life Insurance Company Pursuant to Section 6(d) of the Distribution Agreement
(set forth in Part L herein), dated as of the Original Issue Date;

     WHEREAS, certain certifications of the Secretary of Allstate Life are set
forth in the Secretary's Certificate of Allstate Life Insurance Company (set
forth in Part M herein), dated as of the Original Issue Date;

     WHEREAS, certain certifications of the Indenture Trustee concerning
corporate matters are set forth in the Certificate of Indenture Trustee
Concerning Corporate Matters (set forth in Part N herein), dated as of the
Original Issue Date;

     WHEREAS, certain certifications of AMACAR Pacific Corp. are set forth in
the Certificate of AMACAR Pacific Corp. (set forth in Part O herein), dated as
of the Original Issue Date;

     WHEREAS, the acknowledgments of the cross-receipt between the Trust and the
Agent(s) are set forth in the Cross-Receipt between the Trust and the Agent(s)
(set forth in Part P herein), dated as of the Original Issue Date;

     WHEREAS, the acknowledgments of the cross-receipt between the Trust and
Global Funding are set forth in the Cross-Receipt between the Trust and Global
Funding (set forth in Part Q herein), dated as of the Original Issue Date;

     WHEREAS, the acknowledgments of the cross-receipt between Global Funding
and Allstate Life are set forth in the Cross-Receipt between Global Funding and
Allstate Life (set forth in Part R herein), dated as of the Original Issue Date;
and

     WHEREAS, the acknowledgments of the cross-receipt between Global Funding
and the Trust are set forth in the Cross-Receipt between Global Funding and the
Trust (set forth in Part S herein), dated as of the Original Issue Date.

     All capitalized terms used in the above recitals and not otherwise defined
will have the meanings set forth in the Standard Indenture Terms attached to
this Closing Instrument as Exhibit A.

                                       iii
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                                     PART A
                                    INDENTURE

     This INDENTURE (the "Indenture") is entered into as of the Original Issue
Date specified in the Pricing Supplement attached to the Series Instrument for
the Trust as Annex A (the "Pricing Supplement"), between the Allstate Life
Global Funding Trust specified in this Closing Instrument (the "Trust") and J.P.
Morgan Trust Company, National Association, as indenture trustee (the "Indenture
Trustee").

     J.P. Morgan Trust Company, National Association in its capacity as
Indenture Trustee, hereby accepts its role as Registrar, Paying Agent and
Calculation Agent hereunder.

     References herein to "Indenture Trustee," "Registrar," "Paying Agent" or
"Calculation Agent" shall include the permitted successors and assigns of any
such entity from time to time.

                              W I T N E S S E T H:

     WHEREAS, the Trust has duly authorized the execution and delivery of this
Indenture to provide for the issuance of the secured notes referred to in
Section 2.2 below (the "Notes");

     WHEREAS, all things necessary to make this Indenture a valid and legally
binding agreement of the Trust and the other parties to this Indenture,
enforceable in accordance with its terms, have been done, and the Trust proposes
to do all things necessary to make the Notes, when executed by the Trust and
authenticated and delivered pursuant hereto, valid and legally binding
obligations of the Trust as hereinafter provided; and

     WHEREAS, the parties hereto desire to incorporate by reference those
certain Standard Indenture Terms attached to this Closing Instrument as Exhibit
A (the "Standard Indenture Terms," together with this Indenture, collectively,
the "Indenture").

     NOW, THEREFORE, for and in consideration of the premises and the purchase
of the Notes by the Holders thereof, it is mutually covenanted and agreed by the
parties hereto as follows:

                                    ARTICLE 1

          Section 1.1      INCORPORATION BY REFERENCE. All terms, provisions and
agreements set forth in the Standard Indenture Terms (except to the extent
expressly modified hereby) are hereby incorporated herein by reference (as if
fully set forth herein). Should any portion of the Standard Indenture Terms
conflict with the terms of this Indenture, the terms of this Indenture shall
prevail. References herein to Articles, Sections or Exhibits shall refer
respectively to the articles, sections or exhibits of the Standard Indenture
Terms, unless otherwise expressly provided.

          Section 1.2      DEFINITIONS. "Closing Instrument" means the Closing
Instrument in which this Indenture is included as Part A. All capitalized terms
not otherwise defined in this Indenture shall have the meanings set forth in the
Standard Indenture Terms.

                                        1
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                                    ARTICLE 2

          Section 2.1      AGREEMENT TO BE BOUND. Each of the Trust, the
Indenture Trustee, the Registrar, the Paying Agent and the Calculation Agent
hereby agrees to be bound by all of the terms, provisions and agreements set
forth herein, with respect to all matters contemplated herein, including,
without limitation, those relating to the issuance of the Notes.

          Section 2.2      DESIGNATION OF THE TRUST AND THE NOTES. The Trust
referred to in this Indenture is the Allstate Life Global Funding Trust
specified in this Closing Instrument. The Notes issued by the Trust and governed
by this Indenture shall be the Notes specified in the Pricing Supplement.

          Section 2.3      COMPENSATION. The Indenture Trustee shall be entitled
to receive the fees specified in the Indenture Trustee Service Fee Schedule,
which is attached as Annex A to this Closing Instrument.

          Section 2.4      ADDITIONAL TERMS.  None.

          Section 2.5      CLOSING INSTRUMENT; EXECUTION AND INCORPORATION OF
TERMS. The parties to this Indenture will enter into this Indenture by executing
this Closing Instrument.

          By executing the signature page thereto, the Indenture Trustee and the
Trust hereby agree that this Indenture will constitute a legal, valid and
binding agreement between the Indenture Trustee and the Trust.

          All terms relating to the Trust or the Notes not otherwise included in
this Indenture will be as specified in this Closing Instrument or the Pricing
Supplement, as indicated herein.

          Section 2.6      COUNTERPARTS. This Indenture, through this Closing
Instrument, may be executed in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute one and the same instrument.

                                        2
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                                     PART B
                             FUNDING NOTE INDENTURE

     This FUNDING NOTE INDENTURE (the "Funding Note Indenture") is entered into
as of the Original Issue Date specified in the Pricing Supplement attached to
the Series Instrument for the Trust as Annex A (the "Pricing Supplement"),
between Allstate Life Global Funding ("Global Funding") and J.P. Morgan Trust
Company, National Association, as funding note indenture trustee (the "Funding
Note Indenture Trustee").

     J.P. Morgan Trust Company, National Association in its capacity as Funding
Note Indenture Trustee, hereby accepts its role as Registrar, Paying Agent and
Calculation Agent hereunder.

     References herein to "Funding Note Indenture Trustee," "Registrar," "Paying
Agent" or "Calculation Agent" shall include the permitted successors and assigns
of any such entity from time to time.

                              W I T N E S S E T H:

     WHEREAS, Global Funding has duly authorized the execution and delivery of
this Funding Note Indenture to provide for the issuance of the funding note
referred to in Section 2.2 below (the "Funding Note");

     WHEREAS, all things necessary to make this Funding Note Indenture a valid
and legally binding agreement of Global Funding and the other parties to this
Funding Note Indenture, enforceable in accordance with its terms, have been
done, and Global Funding proposes to do all things necessary to make the Funding
Note, when executed by Global Funding and authenticated and delivered pursuant
hereto, valid and legally binding obligations of Global Funding as hereinafter
provided; and

     WHEREAS, the parties hereto desire to incorporate by reference those
certain Standard Funding Note Indenture Terms attached to this Closing
Instrument as Exhibit B (the "Standard Funding Note Indenture Terms," together
with this Funding Note Indenture, collectively, the "Funding Note Indenture").

     NOW, THEREFORE, for and in consideration of the premises and the purchase
of the Funding Note by the Holder thereof, it is mutually covenanted and agreed
by the parties hereto as follows:

                                    ARTICLE 1

          Section 1.1      INCORPORATION BY REFERENCE. All terms, provisions and
agreements set forth in the Standard Funding Note Indenture Terms (except to the
extent expressly modified hereby) are hereby incorporated herein by reference
(as if fully set forth herein). Should any portion of the Standard Funding Note
Indenture Terms conflict with the terms of this Funding Note Indenture, the
terms of this Funding Note Indenture shall prevail. References herein to
Articles, Sections or Exhibits shall refer respectively to the articles,
sections or exhibits of the Standard Funding Note Indenture Terms, unless
otherwise expressly provided.

                                        3
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          Section 1.2      DEFINITIONS. "Closing Instrument" means the Closing
Instrument in which this Funding Note Indenture is included as Part B. All
capitalized terms not otherwise defined in this Funding Note Indenture shall
have the meanings set forth in the Standard Funding Note Indenture Terms.

                                    ARTICLE 2

          Section 2.1      AGREEMENT TO BE BOUND. Each of Global Funding, the
Funding Note Indenture Trustee, the Registrar, the Paying Agent and the
Calculation Agent hereby agrees to be bound by all of the terms, provisions and
agreements set forth herein, with respect to all matters contemplated herein,
including, without limitation, those relating to the issuance of the Funding
Note.

          Section 2.2      DESIGNATION OF THE FUNDING NOTE. The Funding Note
issued by Global Funding and governed by this Funding Note Indenture shall be
the Funding Note specified in the Pricing Supplement.

          Section 2.3      ADDITIONAL TERMS. None.

          Section 2.4      CLOSING INSTRUMENT; EXECUTION AND INCORPORATION OF
TERMS. The parties to this Funding Note Indenture will enter into this Funding
Note Indenture by executing this Closing Instrument.

          By executing the signature page thereto, the Funding Note Indenture
Trustee and Global Funding hereby agree that this Funding Note Indenture will
constitute a legal, valid and binding agreement between the Funding Note
Indenture Trustee and Global Funding.

          All terms relating to Global Funding or the Funding Note not otherwise
included in this Funding Note Indenture will be as specified in this Closing
Instrument or the Pricing Supplement, as indicated herein.

          Section 2.5      COUNTERPARTS. This Funding Note Indenture, through
this Closing Instrument, may be executed in any number of counterparts, each of
which counterparts shall be deemed to be an original, and all of which
counterparts shall constitute one and the same instrument.

                                        4
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                                     PART C
                  TRANSFER OF FUNDING AGREEMENT(S) TO THE TRUST

     With respect to (a) the Coordination Agreement among Allstate Life
Insurance Company ("Allstate Life"), Allstate Life Global Funding ("Global
Funding"), the Allstate Life Global Funding Trust specified in this Closing
Instrument (the "Trust") and J.P. Morgan Trust Company, National Association,
set forth in Part F of the Series Instrument for the Trust and (b) the Terms
Agreement set forth in Part E of the Series Instrument for the Trust, Global
Funding hereby transfers, as of the Original Issue Date specified in the Pricing
Supplement attached to the Series Instrument for the Trust as Annex A, to the
Trust all of its rights and interests of every nature as the Owner (as defined
in the Funding Agreement(s)) under the Funding Agreement(s), attached as Exhibit
C to this Closing Instrument. Global Funding hereby notifies Allstate Life of
the transfer of the Funding Agreement(s) to the Trust effected hereby and
requests that Allstate Life consent to such transfer, and Allstate Life hereby
gives consent to such transfer.

     Each of Global Funding, the Trust and Allstate Life hereby agrees that,
upon giving effect to the transfer described above (the "Transfer"), the Trust
shall be a party to and the "Owner" under the Funding Agreement(s) and shall be
the transferee of the rights and interests of Global Funding under the Funding
Agreement(s).

     Each of Global Funding, the Trust and Allstate Life hereby agrees that the
Transfer shall not be effective until the conditions precedent to transfer set
forth in Section 5 of the Funding Agreement(s) (other than the giving by
Allstate Life of its consent to this Transfer) have been complied with by Global
Funding, the Trust and Allstate Life, as the case may be. Each of Global Funding
and the Trust hereby undertakes to take all actions necessary to comply with
such conditions, and Allstate Life hereby affirms that it will promptly change
its books and records to reflect the Transfer upon receipt of documents required
under the Funding Agreement(s).

     The Transfer and this letter shall be governed by, and shall be construed
and enforced in accordance with, the laws of the State of New York, without
regard to conflicts of laws principles, and shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
assigns.

     All capitalized terms not otherwise defined herein shall have the meanings
set forth in the Coordination Agreement set forth in Part F of the Series
Instrument for the Trust.

                                        5
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                                     PART D
                ACKNOWLEDGEMENT OF FUNDING AGREEMENT(S) TRANSFER
                                  TO THE TRUST

     With respect to the Transfer of Funding Agreement(s) to the Trust, set
forth in Part C of this Closing Instrument (the "Transfer"), between Allstate
Life Global Funding ("Global Funding") and the Allstate Life Global Funding
Trust specified in this Closing Instrument (the "Funding Agreement Buyer"), and
acknowledged by Allstate Life Insurance Company ("Allstate Life") regarding the
transfer of the Funding Agreement(s), attached as Exhibit C to this Closing
Instrument (the "Funding Agreement(s)"), dated as of the Original Issue Date
identified in the Pricing Supplement attached as Annex A to the Series
Instrument for the Trust, and in order to induce the Funding Agreement Buyer to
purchase the Funding Agreement(s), Allstate Life hereby (a) represents and
warrants to Global Funding and the Funding Agreement Buyer that (i) it has
changed its books and records to reflect each transfer as required by Section 5
of the Funding Agreement(s), (ii) all other conditions precedent to the
transfers set forth in Section 5 of the Funding Agreement(s) have been satisfied
and (iii) no person or entity other than the Funding Agreement Buyer or Allstate
Life Global Funding has been shown on Allstate Life's books and records as the
owner of or as having any interest in the Funding Agreement(s) and (b) covenants
and agrees with Global Funding and the Funding Agreement Buyer that it will not
hereafter (i) consent to the transfer or assignment of the Funding Agreement(s)
to any person or entity other than the Funding Agreement Buyer and the Indenture
Trustee or (ii) change its books or records to show any person or entity other
than the Indenture Trustee as the owner of or as having any interest in the
Funding Agreement(s), except in each case pursuant to written instructions from
the Funding Agreement Buyer and the Indenture Trustee or its successors.

     Allstate Life hereby also represents that Allstate Life did not receive any
notice of any adverse claim prior to (a) its acknowledgment and consent to the
Transfer or (b) taking the actions under Section 5 of the Funding Agreement(s)
to effect the Transfer.

     This agreement shall be governed by, and shall be construed and enforced in
accordance with, the laws of the State of New York, without regard to conflicts
of laws principles, and shall be binding upon, and shall inure to the benefit
of, the parties hereto and their respective successors and assigns.

     All capitalized terms not otherwise defined herein shall have the meanings
set forth in the Coordination Agreement set forth in Part F of the Series
Instrument for the Trust.

                                        6
<Page>

                                     PART E
                       ASSIGNMENT OF FUNDING AGREEMENT(S)
                            TO THE INDENTURE TRUSTEE

     With respect to (a) the Indenture set forth in Part A of this Closing
Instrument (the "Indenture") between the Allstate Life Global Funding Trust
specified in this Closing Instrument (the "Trust") and J.P. Morgan Trust
Company, National Association, as trustee (the "Indenture Trustee") and (b) the
Terms Agreement set forth in Part E of the Series Instrument for the Trust and
in furtherance of the grant to the Indenture Trustee for the benefit and
security of the holders of the Notes, the Trust hereby assigns, as of the
Original Issue Date specified in the Pricing Supplement attached to the Series
Instrument for the Trust as Annex A, to the Indenture Trustee all of its rights
and interests of every nature as the Owner (as defined in the Funding
Agreement(s)) under the Funding Agreement(s), attached as Exhibit C to this
Closing Instrument. The Trust hereby notifies Allstate Life Insurance Company
("Allstate Life") of the assignment of the Funding Agreement(s) to the Indenture
Trustee effected hereby and requests that Allstate Life consent to such
assignment, and Allstate Life hereby gives consent to such assignment.

     Each of the Trust, the Indenture Trustee and Allstate Life hereby agrees
that, upon giving effect to the assignment described above (the "Assignment"),
the Indenture Trustee shall be a party to and the "Owner" under the Funding
Agreement(s) and shall be the assignee of the rights and interests of the Trust
under the Funding Agreement(s).

     The Indenture Trustee hereby represents and covenants that the Funding
Agreement(s) will be held by the Indenture Trustee at its offices in Chicago,
Illinois.

     Each of the Trust, the Indenture Trustee and Allstate Life hereby agrees
that the Assignment shall not be effective until the conditions precedent to
assignment set forth in Section 5 of the Funding Agreement(s) (other than the
giving by Allstate Life of its consent to this Assignment) have been complied
with by the Trust, the Indenture Trustee and Allstate Life, as the case may be.
Each of the Trust and the Indenture Trustee hereby undertakes to take all
actions necessary to comply with such conditions, and Allstate Life hereby
affirms that it will promptly change its books and records to reflect the
Assignment upon receipt of documents required under the Funding Agreement(s).

     The Assignment and this letter shall be governed by, and shall be construed
and enforced in accordance with, the laws of the State of New York, without
regard to conflicts of laws principles, and shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
assigns.

     All capitalized terms not otherwise defined herein shall have the meanings
set forth in the Coordination Agreement set forth in Part F of the Series
Instrument for the Trust.

                                        7
<Page>

                                     PART F
               ACKNOWLEDGEMENT OF FUNDING AGREEMENT(S) ASSIGNMENT
                            TO THE INDENTURE TRUSTEE

     With respect to the Assignment of Funding Agreement(s) to the Indenture
Trustee, set forth in Part E of this Closing Instrument (the "Assignment"),
between the Allstate Life Global Funding Trust specified in this Closing
Instrument (the "Funding Agreement Buyer") and J.P. Morgan Trust Company,
National Association (the "Indenture Trustee"), and acknowledged by Allstate
Life Insurance Company ("Allstate Life") regarding the assignment of the Funding
Agreement(s), attached as Exhibit C to this Closing Instrument (the "Funding
Agreement(s)"), dated as of the Original Issue Date identified in the Pricing
Supplement attached as Annex A to the Series Instrument for the Trust, and in
order to induce the Funding Agreement Buyer to purchase the Funding
Agreement(s), and the Indenture Trustee to accept the Funding Agreement(s) as
security for the Funding Agreement Buyer's obligations under the Notes, Allstate
Life hereby (a) represents and warrants to the Funding Agreement Buyer and the
Indenture Trustee that (i) it has changed its books and records to reflect each
assignment as required by Section 5 of the Funding Agreement(s), (ii) all other
conditions precedent to the assignments set forth in Section 5 of the Funding
Agreement(s) have been satisfied and (iii) no person or entity other than the
Funding Agreement Buyer, Allstate Life Global Funding or the Indenture Trustee
has been, and no person or entity other than the Indenture Trustee is, shown on
Allstate Life's books and records as the owner of or as having any interest in
the Funding Agreement(s), (b) covenants and agrees with the Funding Agreement
Buyer and the Indenture Trustee that it will not hereafter (i) consent to the
transfer or assignment of the Funding Agreement(s) to any person or entity other
than the Funding Agreement Buyer and the Indenture Trustee or (ii) change its
books or records to show any person or entity other than the Indenture Trustee
as the owner of or as having any interest in the Funding Agreement(s), except in
each case pursuant to written instructions from the Funding Agreement Buyer and
the Indenture Trustee or its successors and (c) covenants and agrees with the
Funding Agreement Buyer and the Indenture Trustee to (i) consent to any request
by the Indenture Trustee to transfer or assign the Funding Agreement(s) to any
person or entity, (ii) change its books or records to reflect any such transfer
or assignment and (iii) take such other action as may be required on its part to
cause the conditions precedent for such a transfer or assignment contained in
Section 5 of the Funding Agreement(s) to be satisfied with respect to such
transfer or assignment.

     Allstate Life hereby also represents that Allstate Life did not receive any
notice of any adverse claim prior to (a) its acknowledgment and consent to the
Assignment or (b) taking the actions under Section 5 of the Funding Agreement(s)
to effect the Assignment.

     This agreement shall be governed by, and shall be construed and enforced in
accordance with, the laws of the State of New York, without regard to conflicts
of laws principles, and shall be binding upon, and shall inure to the benefit
of, the parties hereto and their respective successors and assigns.

     All capitalized terms not otherwise defined herein shall have the meanings
set forth in the Coordination Agreement set forth in Part F of the Series
Instrument for the Trust.

                                        8
<Page>

                                     PART G
              CERTIFICATE REGARDING CUSTODY OF FUNDING AGREEMENT(S)

     Reference is hereby made to (i) the Indenture set forth in Part A of this
Closing Instrument and (ii) the Coordination Agreement set forth in Part F of
the Series Instrument for the Trust (the "Coordination Agreement"). Capitalized
terms used in this Certificate and not otherwise defined have the meanings
ascribed in the Coordination Agreement.

     In connection with (i) Funding Agreement(s) attached to this Closing
Instrument as Exhibit C (the "Funding Agreement(s)"), issued by Allstate Life
Insurance Company ("Allstate Life") and (ii) the Assignment of Funding
Agreement(s) to the Indenture Trustee set forth in Part E of this Closing
Instrument, the Collateral Custodian hereby represents that:

     (1) it is holding the Funding Agreement(s) in custody and the Funding
Agreement(s) are in its possession at: J.P. Morgan Trust Company, National
Association, 1 Bank One Plaza, Mail Code IL1-0481, Chicago, Illinois 60670; and

     (2) it has no claim against Global Funding or the Trust with respect to the
Funding Agreement(s) and, to the best of its knowledge, all liens, if any, on
the Funding Agreement(s) in favor of Global Funding or the Trust have been
satisfied.

                                       9
<Page>

                                     PART H
                            INSTRUCTIONS OF THE TRUST

     Reference is hereby made to the Indenture set forth in Part A of this
Closing Instrument (the "Indenture") between the Allstate Life Global Funding
Trust specified in this Closing Instrument (the "Trust") and J.P. Morgan Trust
Company, National Association, as Paying Agent, Registrar and Indenture Trustee
(the "Indenture Trustee"). All capitalized terms not otherwise defined herein
shall have the meanings set forth in the Standard Indenture Terms attached to
this Closing Instrument as Exhibit A.

     The Trust herewith delivers to the Indenture Trustee, or has caused to be
delivered to the Indenture Trustee, pursuant to the Indenture, each Note
Certificate representing the Notes (each, a "Note Certificate"), bearing the
CUSIP No. identified in the Pricing Supplement attached as Annex A to the Series
Instrument for the Trust (the "Pricing Supplement"), having an initial Principal
Amount identified in the Pricing Supplement.

     The Trust hereby instructs the Indenture Trustee to (i) authenticate each
Note Certificate, (ii) register the Notes represented by each Note Certificate
in the name of the Depositary identified on the Pricing Supplement (the
"Depositary"), (iii) accept the deposit of each Note Certificate and hold in
safe custody each Note Certificate as custodian or common depositary for the
Depositary, and (iv) take all such other reasonable action as may be required to
give effect to the foregoing.

     The Trust hereby further directs the Indenture Trustee to deposit the Net
Proceeds to the Trust (as identified in the Pricing Supplement) in respect of
the Notes to:

     [         ] Bank, Chicago
     Illinois ABA # [         ]
     Credit: [             ]
     Account # [           ]: Allstate Life Global Funding
     Contract # [          ]

or such other account as may be specified to the Indenture Trustee by or on
behalf of the Trust.

                                       10
<Page>
                                     PART I
                      ACKNOWLEDGEMENT OF INDENTURE TRUSTEE
                         CONCERNING THE NOTE CERTIFICATE

     J.P. Morgan Trust Company, National Association, as Paying Agent, Registrar
and Indenture Trustee, certifies, as of the Original Issue Date identified in
the Pricing Supplement attached as Annex A to the Series Instrument for the
Trust (the "Pricing Supplement"), the following:

     1.   it has received each Note Certificate; and

     2.   (a) it has duly authenticated each Note Certificate (b) if applicable,
registered the Notes represented by each Note Certificate in the name of the
Depositary, (c) it has accepted the deposit and will hold in safe custody each
Note Certificate as custodian or common depositary for the Depositary and (d) it
will take all such other reasonable action as may be required to give effect to
the foregoing.

In connection with the above issue, it also hereby confirms that, by order of
the Agent(s) identified in the Pricing Supplement, it has made the following
irrevocable payment instruction:

     Payment Date:                        Original Issue Date identified in the
                                          Pricing Supplement

     Amount:                              Net Proceeds to the Trust identified
                                          in the Pricing Supplement

     Payment to:                          Account specified in Part H of this
                                          Closing Instrument

All capitalized terms not otherwise defined herein shall have the meanings set
forth in Part H of this Closing Instrument.

                                       11
<Page>

                                     PART J
                   CERTIFICATE OF INDENTURE TRUSTEE CONCERNING
                            THE FUNDING AGREEMENT(S)

     Reference is hereby made to the Indenture set forth in Part A of this
Closing Instrument (the "Indenture") between the Allstate Life Global Funding
Trust specified in this Closing Instrument (the "Trust") and J.P. Morgan Trust
Company, National Association, as indenture trustee (the "Indenture Trustee").

     In connection with (i) the Funding Agreement(s) attached as Exhibit C to
this Closing Instrument (the "Funding Agreement(s)") and (ii) the Assignment of
Funding Agreement(s) to the Indenture Trustee set forth in Part E of this
Closing Instrument, the Indenture Trustee hereby represents that it has received
delivery of the Funding Agreement(s) and is holding such Funding Agreement(s)
for the benefit and security of the holders of the Notes specified in the
Pricing Supplement attached as Annex A to the Series Instrument for the Trust
and that the Funding Agreement(s) is/are in the possession of the Indenture
Trustee at the address below:

     J.P. Morgan Trust Company, National Association
     1 Bank One Plaza
     Mail Code IL1-0481
     Chicago, IL  60670

or such other location in the State of Illinois as may be specified to the Trust
by the Indenture Trustee.

                                       12
<Page>

                                     PART K
                                   CERTIFICATE
                                OF GLOBAL FUNDING
                            PURSUANT TO SECTION 6(C)
                          OF THE DISTRIBUTION AGREEMENT

     Allstate Life Global Funding, a statutory trust organized under the laws
of the State of Delaware ("Global Funding"), does hereby certify to each
Agent identified in the Pricing Supplement attached as Annex A to the Series
Instrument for the Allstate Life Global Funding Trust specified in this
Closing Instrument (the "Trust"), pursuant to Section 6(c) of the
Distribution Agreement attached as Exhibit E to the Series Instrument for the
Trust (the "Distribution Agreement") that, as of the Original Issue Date (as
specified in the Pricing Supplement attached to the Series Instrument for the
Trust as Annex A, the "Original Issue Date"):

     1.   the representations and warranties of Global Funding and, if
applicable, the Trust in the Distribution Agreement are true and correct on and
as of the Original Issue Date and Global Funding and, if applicable, the Trust
have complied with all agreements and satisfied all the conditions on its part
to be performed or satisfied at or prior to the Original Issue Date;

     2.   no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or, to Global Funding's knowledge, threatened; and

     3.   since the date of the Prospectus there has occurred no event required
to be set forth in an amendment or supplement to the Registration Statement or
Prospectus, and there has been no document required to be filed under the 1933
Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations which,
upon filing, would be deemed to be incorporated by reference in the Prospectus
which has not been so filed.

All capitalized terms not otherwise defined herein shall have the meanings set
forth in the Distribution Agreement.

                                       13
<Page>

                                     PART L
                              OFFICER'S CERTIFICATE
                       OF ALLSTATE LIFE INSURANCE COMPANY
                            PURSUANT TO SECTION 6(D)
                          OF THE DISTRIBUTION AGREEMENT

     The signatory identified in Part T of this Closing Instrument (the
"Officer"), a duly elected officer of Allstate Life Insurance Company, an
Illinois insurance company ("Allstate Life"), does hereby certify to each Agent
identified in the Pricing Supplement attached as Annex A to the Series
Instrument for the Allstate Life Global Funding Trust specified in this Closing
Instrument (the "Trust"), in such capacity and on behalf of Allstate Life,
pursuant to Section 6(d) of the Distribution Agreement attached as Exhibit E to
the Series Instrument for the Trust (the "Distribution Agreement") that, to the
knowledge of the Officer based upon reasonable investigation, as of the Original
Issue Date specified in the Pricing Supplement attached to the Series Instrument
for the Trust as Annex A:

     1.   no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or, to Allstate Life's knowledge, threatened;

     2.   since the date of the Prospectus there has occurred no event required
to be set forth in an amendment or supplement to the Registration Statement or
Prospectus, and there has been no document required to be filed under the 1933
Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations which,
upon filing, would be deemed to be incorporated by reference in the Prospectus
which has not been so filed; and

     3.   nothing has come to the attention of Allstate Life that would cause it
to believe that the priority status of the Funding Agreement(s) under Section
5/205 of the Illinois Insurance Code has been adversely modified since the date
of the last delivery of the opinion issued by Lord, Bissell & Brook,
substantially in the form of Exhibit C to the Distribution Agreement.

All capitalized terms not otherwise defined herein shall have the meanings set
forth in the Distribution Agreement.

                                       14
<Page>

                                     PART M
                           SECRETARY'S CERTIFICATE OF
                         ALLSTATE LIFE INSURANCE COMPANY

     The signatory identified in Part T of this Closing Instrument, the duly
elected Secretary of Allstate Life Insurance Company, an Illinois insurance
company ("Allstate Life"), does hereby certify as of the Original Issue Date (as
specified in the Pricing Supplement attached to the Series Instrument for the
Trust as Annex A, the "Original Issue Date") that:

     1.   Attached hereto as Annex A is a true, complete and correct copy of the
Articles of Amendment to the Articles of Incorporation of Allstate Life as
amended to date and as in full force and effect on the Original Issue Date;
since [December 29, 1999], no action has been taken by Allstate Life or any
officers, directors or shareholders of Allstate Life to effect or authorize any
amendment thereto;

     2.   Attached hereto as Annex B is a true, complete and correct copy of the
By-Laws of Allstate Life as amended to the Original Issue Date and as in full
force and effect on the Original Issue Date;

     3.   Attached hereto as Annex C is a true, complete and correct copy of the
resolutions of the Board of Directors of Allstate Life duly adopted on November
20, 2003 and such resolutions have not been amended, modified, annulled or
revoked, and are in full force and effect on the Original Issue Date; and

     4.   Each of the following individuals have been duly elected or appointed
to the position of Allstate Life shown opposite each of their names along with a
true specimen of each of their respective signatures:

<Table>
<Caption>
NAME                   TITLE                             SIGNATURE
----                   -----                             ---------
<S>                    <C>                               <C>
Casey J. Sylla         President
                                                         ----------------------------

Michael J. Velotta     Senior Vice President,
                       General Counsel and Secretary
                                                         ----------------------------

Sarah R. Donahue       Assistant Vice President
                                                         ----------------------------
</Table>

                                       15
<Page>

                                                             EXHIBIT A TO PART M


                                       16
<Page>

                                                             EXHIBIT B TO PART M

                                       17
<Page>

                                                             EXHIBIT C TO PART M

                                       18
<Page>

                                     PART N
          CERTIFICATE OF INDENTURE TRUSTEE CONCERNING CORPORATE MATTERS

     Reference is made to the Indenture set forth in Part A of this Closing
Instrument (the "Indenture") between the Allstate Life Global Funding Trust
specified in this Closing Instrument (the "Trust") and J.P. Morgan Trust
Company, National Association, as indenture trustee (the "Indenture Trustee")
entered into in connection with the issuance of the secured medium term notes of
the Trust (the "Notes"), and to the Coordination Agreement set forth in Part F
of the Series Instrument for the Trust (the "Coordination Agreement") between
the Trust and the Indenture Trustee. All capitalized terms not otherwise defined
herein shall have the meanings set forth in the Standard Indenture Terms
attached as Exhibit A to this Closing Instrument (the "Standard Indenture
Terms").

     1.   Each of the Indenture and the Coordination Agreement has been duly
executed and delivered on behalf of the Indenture Trustee by an authorized
officer of the Indenture Trustee.

     2.   Each person who, as an officer of the Indenture Trustee, signed the
Indenture or the Coordination Agreement, was duly elected or appointed,
qualified and acting as such officer at the respective time of the signing and
delivery thereof and was duly authorized to sign such document on behalf of the
Indenture Trustee, and the signature of each such person is the genuine
signature of such officer.

     3.   Each person who, as an officer of the Indenture Trustee, authenticated
certificates representing the Notes issued under the Indenture was at the time
of such authentication and is now a duly elected or appointed officer of the
Indenture Trustee authorized and empowered so to act and the signature of each
such person appearing on any such certificate is genuine. The Indenture Trustee
has examined the form of Notes certificate so authenticated and delivered and
has found the same to be in substantially the form called for by the Indenture.

     4.   Attached hereto as Exhibit A is a true, correct and complete copy of
an extract of the bylaws of the Indenture Trustee evidencing the authority of
certain officers of the Indenture Trustee to sign indentures and authenticate
certificates representing securities, which bylaws are in effect at the Original
Issue Date specified in the Pricing Supplement attached to the Series Instrument
for the Trust as Annex A and at all times since December 3, 2001.

     5.   The Indenture Trustee is eligible to act as Indenture Trustee under
Section 6.7 of the Standard Indenture Terms.

                                       19
<Page>

                                                             EXHIBIT A TO PART N


                 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

                               EXTRACT OF BY-LAWS

                       As amended through December 3, 2001


Section 8.2. EXECUTION OF INSTRUMENTS. All agreements, indentures, mortgages,
deeds, conveyances, transfers, certificates, declarations, receipts, discharges,
releases, satisfactions, settlements, petitions, schedules, accounts,
affidavits, bonds, undertakings, proxies and other instruments or documents may
be signed, executed, acknowledged, verified, delivered or accepted on behalf of
the Association by the Chairperson or Co-Chairpersons of the board, or the
President, or any Vice Chairperson, or any Managing Director, or any Vice
President, or any Assistant Vice President, or the Chief Financial Officer, or
the Controller, or the Secretary, or the Cashier, or, if in connection with the
provision of fiduciary, corporate trust, escrow or agency services, by any of
those officers or by any Trust Officer or any Assistant Trust Officer. Any such
instruments may also be executed, acknowledged, verified, delivered or accepted
on behalf of the Association in such other manner and by such other officers or
other persons as the board may from time to time direct. The provisions of this
Section 8.2 are supplementary to any other provision of these by-laws.

                                       20
<Page>

                                     PART O
                       CERTIFICATE OF AMACAR PACIFIC CORP.

     The signatory identified in Part T of this Closing Instrument, the duly
appointed Secretary of AMACAR Pacific Corp., a Delaware corporation ("AMACAR"),
does hereby certify as of the Original Issue Date identified in the Pricing
Supplement attached as Annex A to the Series Instrument for the Trust (the
"Original Issue Date") that:

     1.   Each of the persons named on Exhibit A hereto has been duly elected or
appointed and is duly qualified as an officer of AMACAR on the Original Issue
Date, holding the office or offices set forth opposite his or her name, and the
signature set forth opposite his or her name is a specimen of his or her genuine
signature.

     2.   Attached hereto as Exhibit B is a true and correct copy of the
Certificate of Incorporation of AMACAR as in effect on the Original Issue Date.

     3.   Attached hereto as Exhibit C is a true and correct copy of the By-Laws
of AMACAR as in effect on the Original Issue Date.

     4.   Attached hereto as Exhibit D is a true and correct copy of a
resolution duly adopted by the Board of Directors of AMACAR at a meeting thereof
duly called and held on [         ], at which a quorum was present and acting
throughout. Such resolution has not been amended, modified, rescinded or revoked
and is in full force and effect on the Original Issue Date.

     5.   Attached hereto as Exhibit E is a true and correct copy of a
resolution duly adopted by the Board of Directors of AMACAR at a meeting thereof
duly called and held on [         ], at which a quorum was present and acting
throughout. Such resolution has not been amended, modified, rescinded or revoked
and is in full force and effect on the Original Issue Date.

     6.   AMACAR is a corporation existing and in good standing under the laws
of the State of Delaware.

     7.   There is no proceeding pending or, to the best of my knowledge,
threatened for the dissolution or liquidation of AMACAR.

All capitalized terms not otherwise defined herein shall have the meanings set
forth in the Administrative Services Agreement set forth in Part B to the Series
Instrument for the Trust.

                                       21
<Page>

                                                             EXHIBIT A TO PART O

<Table>
<Caption>
NAME               OFFICE           SIGNATURE
----               ------           ---------
<S>                <C>              <C>

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

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

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

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

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

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

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

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

                                    --------------------------
</Table>

                                       22
<Page>

                                                             EXHIBIT B TO PART O

                                       23
<Page>

                                                             EXHIBIT C TO PART O

                                       24
<Page>

                                                             EXHIBIT D TO PART O

                                       25
<Page>

                                                             EXHIBIT E TO PART O

                                       26
<Page>

                                     PART P
                            CROSS-RECEIPT BETWEEN THE
                             TRUST AND THE AGENT(S)

     Reference is hereby made to the Terms Agreement set forth in Part E of the
Series Instrument for the Trust (the "Terms Agreement"). All capitalized terms
not otherwise defined herein shall have the meanings set forth in the Terms
Agreement.

     1.   The Trust hereby acknowledges receipt from the Agent(s) of immediately
available funds in the amount of the Net Proceeds to the Trust identified in the
Pricing Supplement attached as Annex A to the Series Instrument for the Trust,
representing payment in full of the Notes sold to the Agent(s) pursuant to the
Terms Agreement.

     2.   The Agent(s) hereby acknowledge(s) receipt from the Trust of the Notes
sold to the Agent(s) by the Trust pursuant to the Terms Agreement.

                                       27
<Page>

                                     PART Q
                         CROSS-RECEIPT BETWEEN THE TRUST
                               AND GLOBAL FUNDING

     Reference is hereby made to the Coordination Agreement set forth in Part F
of the Series Instrument for the Trust (the "Coordination Agreement"). All
capitalized terms not otherwise defined herein shall have the meanings set forth
in the Coordination Agreement.

     1.   Global Funding hereby acknowledges receipt from the Trust of
immediately available funds in the amount of the Net Proceeds to the Trust
identified in the Pricing Supplement attached as Annex A to the Series
Instrument for the Trust, representing payment in full of the Funding Note sold
to the Trust pursuant to the Coordination Agreement.

     2.   The Trust hereby acknowledges receipt from Global Funding of the
Funding Note sold to the Trust pursuant to the Coordination Agreement.

                                       28
<Page>

                                     PART R
                              CROSS-RECEIPT BETWEEN
                               GLOBAL FUNDING AND
                                  ALLSTATE LIFE

     Reference is hereby made to the Coordination Agreement set forth in Part F
of the Series Instrument for the Trust (the "Coordination Agreement"). All
capitalized terms not otherwise defined herein shall have the meanings set forth
in the Coordination Agreement.

     1.   Allstate Life hereby acknowledges receipt from Global Funding of
immediately available funds in the amount of the Net Proceeds to the Trust
identified in the Pricing Supplement attached as Annex A to the Series
Instrument for the Trust, representing payment in full of the Funding
Agreement(s) sold to Global Funding pursuant to the Coordination Agreement.

     2.   Global Funding hereby acknowledges receipt from Allstate Life of the
Funding Agreement(s) sold to Global Funding pursuant to the Coordination
Agreement.

                                       29
<Page>

                                     PART S
                              CROSS-RECEIPT BETWEEN
                               GLOBAL FUNDING AND
                                    THE TRUST

     Reference is hereby made to the Coordination Agreement set forth in Part F
of the Series Instrument for the Trust (the "Coordination Agreement"). All
capitalized terms not otherwise defined herein shall have the meanings set forth
in the Coordination Agreement.

     1.   The Trust hereby acknowledges receipt from Global Funding of the
Funding Agreement(s).

     2.   Global Funding hereby acknowledges the Trust's surrender of, and the
cancellation of indebtedness represented by, the Funding Note.

                                       30
<Page>

                                     PART T
                        MISCELLANEOUS AND EXECUTION PAGES

     This Closing Instrument may be executed by each of the parties hereto in
any number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument. Facsimile signatures shall be deemed original
signatures.

     Each signatory, by its execution hereof, does hereby become a party to, or
executes, each of the agreements and certificates identified below for such
signatory as of the date specified in such agreements and certificates.

     It is expressly understood and agreed by the parties that (a) Wilmington
Trust Company (the "Delaware Trustee") is hereby instructed by Global Funding
and the Trust to execute this Closing Instrument on their behalf, (b) this
Closing Instrument is executed and delivered by the Delaware Trustee, not
individually or personally, but solely as Delaware Trustee, in the exercise
of the powers and authority conferred and vested in it, pursuant to the Trust
Agreement set forth in Part A to the Series Instrument for the Trust (the
"Trust Agreement"), (c) each of the representations, undertakings and
agreements made on the part of the Trust in this Closing Instrument is made
and intended not as personal representations, undertakings and agreements by
the Delaware Trustee but is made and intended for the purpose of binding only
the Trust, (d) nothing contained herein shall be construed as creating any
liability on the Delaware Trustee individually or personally, to perform any
covenant either expressed or implied contained herein, all such liability, if
any, being expressly waived by the parties hereto and by any person claiming
by, through or under the parties hereto, and (e) under no circumstances shall
the Delaware Trustee be personally liable for the payment of any indebtedness
or expenses of the Trust or be liable for any breach or failure of any
obligation, representation, warranty or covenant to be made or undertaken by
the Trust under the Indenture set forth in Part A to this Closing Instrument
or any other related documents; provided, however, that such waiver shall not
affect the liability of the Delaware Trustee (or any entity acting as
successor or additional trustee) to any person under any other agreement to
the extent expressly agreed to in its individual capacity under the Trust
Agreement.

     IN WITNESS WHEREOF, the undersigned have executed this Closing Instrument.

                              ALLSTATE LIFE INSURANCE COMPANY (for purposes of
                              (i) the Transfer of Funding Agreement(s) to the
                              Trust set forth in Part C herein, (ii) the
                              Acknowledgement of Funding Agreement(s) Transfer
                              to the Trust set forth in Part D herein, (iii) the
                              Assignment of Funding Agreement(s) to the
                              Indenture Trustee set forth in Part E herein, (iv)
                              the Acknowledgement of Funding Agreement(s)
                              Assignment to the Indenture Trustee set forth in
                              Part F herein and (v) the Cross-Receipt between
                              Global Funding and Allstate Life set forth in Part
                              R herein)

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


                              SECRETARY OF ALLSTATE LIFE INSURANCE COMPANY (for
                              purposes of the Secretary's Certificate of
                              Allstate Life Insurance Company set forth in
                              Part M herein)

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

                                       31
<Page>

                              I, an authorized officer of Allstate Life
                              Insurance Company, do hereby certify that the
                              above signature is the true and genuine signature
                              of the duly elected, qualified and acting
                              Secretary of Allstate Life Insurance Company.

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


                              AUTHORIZED OFFICER OF ALLSTATE LIFE INSURANCE
                              COMPANY (for purposes of the Officer's Certificate
                              of Allstate Life Insurance Company Pursuant to
                              Section 6(d) of the Distribution Agreement set
                              forth in Part L herein)

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


                              ALLSTATE LIFE GLOBAL FUNDING (for purposes of (i)
                              the Funding Note Indenture set forth in Part B
                              herein, (ii) the Transfer of Funding Agreement(s)
                              to the Trust set forth in Part C herein, (iii) the
                              Acknowledgement of Funding Agreement(s) Transfer
                              to the Trust set forth in Part D herein, (iv)
                              the Certificate of Global Funding pursuant to
                              Section 6(c) of the Distribution Agreement set
                              forth in Part K herein, (v) the Cross-Receipt
                              between the Trust and Global Funding set forth in
                              Part Q herein, (vi) the Cross-Receipt between
                              Global Funding and Allstate Life set forth
                              in Part R herein and (vii) the Cross-Receipt
                              between Global Funding and the Trust set forth in
                              Part S herein)

                              By:    Wilmington Trust Company, solely in its
                                     capacity as Delaware Trustee

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

                                       32
<Page>

                              THE ALLSTATE LIFE GLOBAL FUNDING TRUST SPECIFIED
                              ABOVE (for purposes of (i) the Indenture set forth
                              in Part A herein, (ii) the Transfer of Funding
                              Agreement(s) to the Trust set forth in Part C
                              herein, (iii) the Acknowledgement of Funding
                              Agreement(s) Transfer to the Trust set forth in
                              Part D herein, (iv) the Assignment of Funding
                              Agreement(s) to the Indenture Trustee set forth in
                              Part E herein, (v) the Acknowledgement of Funding
                              Agreement(s) Assignment to the Indenture Trustee
                              set forth in Part F herein, (vi) the Instructions
                              of the Trust set forth in Part H herein, (vii)
                              Cross-Receipt between the Trust and the Agent(s)
                              set forth in Part P herein, (viii) the
                              Cross-Receipt between the Trust and Global Funding
                              set forth in Part Q herein and (ix) the
                              Cross-Receipt between Global Funding and the Trust
                              set forth in Part S herein)

                              By:    Wilmington Trust Company, solely in its
                                     capacity as Delaware Trustee

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

                                       33
<Page>

                              J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
                              (for purposes of (i) the Indenture set forth in
                              Part A herein, (ii) the Funding Note Indenture set
                              forth in Part B herein, (iii) the Assignment of
                              Funding Agreement(s) to the Indenture Trustee set
                              forth in Part E herein, (iv) the Acknowledgement
                              of Funding Agreement(s) Assignment to the
                              Indenture Trustee set forth in Part F herein, (v)
                              the Instructions of the Trust set forth in Part H
                              herein, (vi) the Acknowledgement of Indenture
                              Trustee Concerning the Note Certificate set forth
                              in Part I herein, (vii) the Certificate of
                              Indenture Trustee Concerning the Funding
                              Agreement(s) set forth in Part J herein and (viii)
                              the Certificate of Indenture Trustee Concerning
                              Corporate Matters set forth in Part N herein)

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


                              J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
                              Chicago, Illinois office (for purposes of the
                              Certificate Regarding Custody of Funding
                              Agreement(s) set forth in Part G herein)

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


                              SECRETARY OF AMACAR Pacific Corp. (for purposes of
                              the Certificate of AMACAR Pacific Corp. set forth
                              in Part O herein)

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

                                       34
<Page>

                              I, an authorized officer of AMACAR Pacific Corp.,
                              do hereby certify that the above signature is the
                              true and genuine signature of the duly elected,
                              qualified and acting Secretary of AMACAR Pacific
                              Corp.

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


                              [MERRILL LYNCH, PIERCE, FENNER & SMITH
                              INCORPORATED] (for purposes of the Cross-Receipt
                              between the Trust and the Agent(s) set forth in
                              Part P herein)

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

                                       35
<Page>

                                    EXHIBIT A

                            STANDARD INDENTURE TERMS


                                       A-1
<Page>

                                    EXHIBIT B

                      STANDARD FUNDING NOTE INDENTURE TERMS


                                       B-1
<Page>

                                    EXHIBIT C

                              FUNDING AGREEMENT(S)


                                       C-1
<Page>

                                    EXHIBIT D

                            UCC-1 FINANCING STATEMENT


                                       D-1
<Page>

                                     ANNEX A

                            INDENTURE TRUSTEE SERVICE
                                  FEE SCHEDULE


                                      A-A-1