<Page>

                                                                     EXHIBIT 4.7

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

                      STANDARD FUNDING NOTE INDENTURE TERMS

                                 WITH RESPECT TO

                          ALLSTATE LIFE GLOBAL FUNDING

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

<Page>

                                TABLE OF CONTENTS

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

 SECTION 1.1      CERTAIN TERMS DEFINED..................................................1
 SECTION 1.2      INTERPRETATION........................................................10

                                         ARTICLE 2
                                     THE FUNDING NOTE

 SECTION 2.1      AMOUNT UNLIMITED......................................................10
 SECTION 2.2      STATUS OF FUNDING NOTE................................................10
 SECTION 2.3      FORMS GENERALLY.......................................................10
 SECTION 2.4      CURRENCY; DENOMINATIONS...............................................11
 SECTION 2.5      EXECUTION, AUTHENTICATION, DELIVERY AND DATE..........................12
 SECTION 2.6      REGISTRATION, TRANSFER AND EXCHANGE...................................13
 SECTION 2.7      MUTILATED, DESTROYED, LOST OR STOLEN FUNDING NOTE CERTIFICATES........15
 SECTION 2.8      INTEREST RECORD DATES.................................................16
 SECTION 2.9      CANCELLATION..........................................................16
 SECTION 2.10     WITHHOLDING TAX.......................................................17
 SECTION 2.11     TAX TREATMENT.........................................................18

                                         ARTICLE 3
            REDEMPTION, REPAYMENT AND REPURCHASE OF FUNDING NOTE; SINKING FUNDS

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

                                         ARTICLE 4
                 PAYMENTS; PAYING AGENTS AND CALCULATION AGENT; COVENANTS

 SECTION 4.1      PAYMENT OF PRINCIPAL AND INTEREST.....................................22
 SECTION 4.2      OFFICES FOR PAYMENTS, ETC.............................................25
 SECTION 4.3      APPOINTMENT TO FILL A VACANCY IN OFFICE OF FUNDING NOTE
                  INDENTURE TRUSTEE.....................................................25
 SECTION 4.4      PAYING AGENTS.........................................................25
 SECTION 4.5      CALCULATION AGENT.....................................................29
 SECTION 4.6      CERTIFICATE TO FUNDING NOTE INDENTURE TRUSTEE.........................31
 SECTION 4.7      NEGATIVE COVENANTS....................................................31
 SECTION 4.8      ADDITIONAL AMOUNTS....................................................34
</Table>

                                        i
<Page>

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

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

                                         ARTICLE 6
                            THE FUNDING NOTE INDENTURE TRUSTEE

 SECTION 6.1      CERTAIN DUTIES AND RESPONSIBILITIES...................................46
 SECTION 6.2      CERTAIN RIGHTS OF THE FUNDING NOTE INDENTURE TRUSTEE..................47
 SECTION 6.3      NOT RESPONSIBLE FOR RECITALS, VALIDITY OF THE FUNDING NOTE
                  OR APPLICATION OF THE PROCEEDS........................................48
 SECTION 6.4      MAY HOLD FUNDING NOTE; COLLECTIONS, ETC...............................49
 SECTION 6.5      FUNDS HELD BY FUNDING NOTE INDENTURE TRUSTEE..........................49
 SECTION 6.6      COMPENSATION; REIMBURSEMENT; INDEMNIFICATION..........................49
 SECTION 6.7      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY...............................50
 SECTION 6.8      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE.............50
 SECTION 6.9      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE........................52
 SECTION 6.10     MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS
                  OF FUNDING NOTE INDENTURE TRUSTEE.....................................53
 SECTION 6.11     LIMITATIONS ON RIGHTS OF FUNDING NOTE INDENTURE TRUSTEE
                  AS CREDITOR...........................................................53

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

 SECTION 7.1      GLOBAL FUNDING TO FURNISH FUNDING NOTE INDENTURE TRUSTEE NAMES
                  AND ADDRESSES OF HOLDERS..............................................53
 SECTION 7.2      PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS.................54
 SECTION 7.3      REPORTS BY FUNDING NOTE INDENTURE TRUSTEE.............................54
 SECTION 7.4      REPORTS BY TRUST......................................................55

                                         ARTICLE 8
                                  CONCERNING EACH HOLDER

 SECTION 8.1      EVIDENCE OF ACTION TAKEN BY A HOLDER..................................56
</Table>

                                       ii
<Page>

<Table>
 <S>              <C>                                                                   <C>
 SECTION 8.2      PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF FUNDING
                  NOTE..................................................................56
 SECTION 8.3      VOTING RECORD DATE....................................................57
 SECTION 8.4      PERSONS DEEMED TO BE OWNERS...........................................57
 SECTION 8.5      FUNDING NOTE OWNED BY TRUST DEEMED NOT OUTSTANDING....................57
 SECTION 8.6      RIGHT OF REVOCATION OF ACTION TAKEN; BINDING EFFECT OF ACTIONS
                  BY HOLDERS............................................................58

                                         ARTICLE 9
                           SUPPLEMENTAL FUNDING NOTE INDENTURES

 SECTION 9.1      SUPPLEMENTAL FUNDING NOTE INDENTURES WITHOUT CONSENT OF
                  HOLDERS...............................................................58
 SECTION 9.2      SUPPLEMENTAL FUNDING NOTE INDENTURES WITH CONSENT OF HOLDERS..........60
 SECTION 9.3      COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL
                  FUNDING NOTE INDENTURE................................................61
 SECTION 9.4      DOCUMENTS TO BE GIVEN TO FUNDING NOTE INDENTURE TRUSTEE...............61
 SECTION 9.5      NOTATION ON FUNDING NOTE CERTIFICATES IN RESPECT OF
                  SUPPLEMENTAL FUNDING NOTE INDENTURES..................................61

                                        ARTICLE 10
                         CONSOLIDATION, MERGER, SALE OR CONVEYANCE

 SECTION 10.1     TRUST MAY MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY UNDER
                  CERTAIN CIRCUMSTANCES.................................................62

                                   ARTICLE 11
            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED FUNDS

 SECTION 11.1     SATISFACTION AND DISCHARGE OF INDENTURE...............................62
 SECTION 11.2     APPLICATION BY FUNDING NOTE INDENTURE TRUSTEE OF FUNDS
                  DEPOSITED FOR PAYMENT OF FUNDING NOTE.................................63
 SECTION 11.3     REPAYMENT OF FUNDS HELD BY PAYING AGENT...............................63
 SECTION 11.4     RETURN OF FUNDS HELD BY FUNDING NOTE INDENTURE TRUSTEE AND
                  PAYING AGENT..........................................................63

                                        ARTICLE 12
                            MEETINGS OF HOLDERS OF FUNDING NOTE

 SECTION 12.1     PURPOSES FOR WHICH MEETINGS MAY BE CALLED.............................64
 SECTION 12.2     CALL, NOTICE AND PLACE OF MEETINGS....................................64
 SECTION 12.3     PERSONS ENTITLED TO VOTE AT MEETINGS..................................65
 SECTION 12.4     QUORUM; ACTION........................................................65
 SECTION 12.5     DETERMINATION OF VOTING RIGHTS; CONDUCT OF ADJOURNMENT OF
                  MEETINGS..............................................................66
 SECTION 12.6     COUNTING VOTES AND RECORDING ACTION OF MEETINGS.......................67
</Table>

                                       iii
<Page>

<Table>
 <S>              <C>                                                                   <C>
                                        ARTICLE 13
                                 MISCELLANEOUS PROVISIONS

 SECTION 13.1     NO RECOURSE...........................................................67
 SECTION 13.2     PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND
                  HOLDERS...............................................................68
 SECTION 13.3     SUCCESSORS AND ASSIGNS OF TRUST BOUND BY INDENTURE....................68
 SECTION 13.4     NOTICES AND DEMANDS ON TRUST, FUNDING NOTE INDENTURE TRUSTEE
                  AND ANY HOLDER........................................................68
 SECTION 13.5     TRUST CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO BE
                  CONTAINED THEREIN.....................................................70
 SECTION 13.6     GOVERNING LAW.........................................................71
 SECTION 13.7     COUNTERPARTS..........................................................71
 SECTION 13.8     TRUST INDENTURE ACT TO CONTROL........................................72
 SECTION 13.9     JUDGMENT CURRENCY.....................................................72

                                        ARTICLE 14
                                     SECURITY INTEREST

 SECTION 14.1     SECURITY INTEREST.....................................................73
 SECTION 14.2     REPRESENTATIONS AND WARRANTIES........................................74
 SECTION 14.3     ADDITIONAL REPRESENTATIONS AND WARRANTIES.............................74
 SECTION 14.4     FURTHER ASSURANCES; COVENANTS.........................................76
 SECTION 14.5     GENERAL AUTHORITY.....................................................77
 SECTION 14.6     REMEDIES UPON EVENT OF DEFAULT........................................78
 SECTION 14.7     LIMITATION ON DUTIES OF FUNDING NOTE INDENTURE TRUSTEE WITH
                  RESPECT TO COLLATERAL.................................................78
 SECTION 14.8     CONCERNING THE FUNDING NOTE INDENTURE TRUSTEE.........................79
 SECTION 14.9     TERMINATION OF SECURITY INTEREST......................................79
</Table>

EXHIBIT A-1  FORM OF FUNDING NOTE RELATED TO SECURED MEDIUM TERM NOTES
ISSUED UNDER THE SECURED MEDIUM TERM NOTES PROGRAM
EXHIBIT A-2  FORM OF FUNDING NOTE RELATED TO SECURED MEDIUM TERM NOTES ISSUED
UNDER THE ALLSTATE LIF(SM) CORENOTES(M) PROGRAM
EXHIBIT B    FORM OF CERTIFICATE OF AUTHENTICATION

                                       iv
<Page>

                              RECONCILIATION TABLE

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

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

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

<Page>

          This document constitutes the Standard Funding Note Indenture Terms,
which will be incorporated by reference in the Funding Note Indenture (as
defined below), by and among Global Funding (as defined below) and the Indenture
Trustee (as defined below).

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

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

                                    ARTICLE 1
                                   DEFINITIONS

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

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

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

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

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

                                        1
<Page>

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

     "AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT" means that certain
Amended and Restated Administrative Services Agreement dated as of - , 2004,
between the Global Funding Administrator and Global Funding, as the same may be
amended, restated, modified, supplemented or replaced from time to time.

     "AMENDED AND RESTATED SUPPORT AGREEMENT" means that certain Amended and
Restated Support Agreement dated as of - , 2004, between the Funding Agreement
Provider and Global Funding, as the same may be amended, restated, modified,
supplemented or replaced from time to time.

     "AMENDED AND RESTATED TRUST AGREEMENT" means that certain Amended and
Restated Trust Agreement dated as of - , 2004, pursuant to which Global Funding
is created, as the same may be amended, restated, modified, supplemented or
replaced from time to time.

     "ANNUAL REDEMPTION PERCENTAGE REDUCTION" has the meaning specified in the
Funding Note Certificate.

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

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

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

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

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

     "COMMISSION" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, as amended,
or, if at any time

                                        2
<Page>

after the execution of the Funding Note Indenture such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

     "COORDINATION AGREEMENT" means that certain Coordination Agreement included
in Section - of the Series Instrument, among the Funding Agreement Provider, the
Issuing Trust and the Indenture Trustee, as the same may be amended, modified or
supplemented from time to time.

     "CORPORATE TRUST OFFICE" means the office of the Funding Note Indenture
Trustee at which the Funding Note Indenture shall, at any particular time, be
principally administered, which office is, at the date as of the Funding Note
Indenture located at 201 North Central Avenue, Phoenix, AZ 85004, except that
for the purposes of Section 4.2 it shall be 55 Water Street, 1st Floor,
Jeannette Park Entrance, New York, New York 10041, or such other location as may
be specified in or pursuant to the Funding Note Certificate.

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

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

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

     "DISTRIBUTION AGREEMENT" means that certain Distribution Agreement dated as
of -, 2004, by and among Global Funding and the Agents named therein, as the
same may be amended, restated, modified or supplemented from time to time.

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

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

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

                                        3
<Page>

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

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

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

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

     "FUNDING NOTE" means each funding note issued by Global Funding and
authenticated by the Funding Note Indenture Trustee under the Funding Note
Indenture, each in an authorized denomination and represented, individually, or
collectively, by the Funding Note Certificate.

     "FUNDING NOTE CERTIFICATE" means a security certificate representing the
Funding Note.

     "FUNDING NOTE INDENTURE" means that certain Funding Note Indenture included
in Section - of the Closing Instrument, between Global Funding and the Funding
Note Indenture Trustee, as the same may be amended, restated or supplemented
from time to time.

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

     "FUNDING NOTE REGISTER" has the meaning specified in Section 2.6(a).

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

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

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

     "GLOBAL FUNDING TRUST BENEFICIAL OWNER" means AMACAR Pacific Corp., in its
capacity as the sole beneficial owner of Global Funding, and its successors.

     "GUARANTEE" by any Person means any obligation, contingent or otherwise, of
such Person directly or indirectly guaranteeing any Debt of any other Person
and, without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such

                                        4
<Page>

Debt (whether arising by virtue of partnership arrangements, by virtue of an
agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise), (ii)
to reimburse a bank for amounts drawn under a letter of credit for the purpose
of paying such Debt or (iii) entered into for the purpose of assuring in any
other manner the holder of such Debt of the payment thereof or to protect such
holder against loss in respect thereof (in whole or in part); PROVIDED that the
term "GUARANTEE" shall not include endorsements for collection or deposit in the
ordinary course of business.

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

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

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

     "IMMEDIATE REDEMPTION PRICE" has the meaning set forth in Section 3.1(i).

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

     "INDENTURE" means that certain Indenture included in Section - of the
Closing Instrument, between the Issuing Trust and the Indenture Trustee, as the
same may be amended, restated or supplemented from time to time.

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

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

     "INITIAL REDEMPTION PERCENTAGE" has the meaning specified in the Funding
Note Certificate.

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

     "INTEREST RESET DATE" has the meaning specified in the Funding Note
Certificate.

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

     "LIBOR", has the meaning ascribed in the Funding Note Certificate.

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

                                        5
<Page>

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

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

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

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

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

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

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

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

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

     "ORIGINAL ISSUE DATE" shall have the meaning set forth in the Pricing
Supplement.

                                        6
<Page>

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

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

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

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

     "PRICING SUPPLEMENT" means the pricing supplement included as Exhibit - to
the Series Instrument.

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

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

     "PROCEEDS" means all of the proceeds of, and all other profits, products,
rents, principal payments, interest payments or other receipts, in whatever
form, arising from the collection, sale, lease, exchange, assignment, licensing
or other disposition or maturity of, or other realization upon, a Funding
Agreement, including without limitation all claims of Global Funding against

                                        7
<Page>

third parties for loss of, damage to or destruction of, or for proceeds payable
under, such Funding Agreement, in each case whether now existing or hereafter
arising.

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

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

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

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

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

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

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

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

     "SERIES INSTRUMENT" means the series instrument of the Issuing Trust,
pursuant to which the Administrative Services Agreement, the Coordination
Agreement, the Name Licensing Agreement, the Support Agreement, the Terms
Agreement and the Trust Agreement are entered

                                        8
<Page>

into, and certain other documents are executed, in connection with the issuance
of the Notes by the Issuing Trust.

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

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

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

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

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

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

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

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

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

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

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

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

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

                                        9
<Page>

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

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

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

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

          (b)  all accounting terms used and not expressly defined shall have
               the meanings given to them in accordance with United States
               generally accepted accounting principles, and the term "generally
               accepted accounting principles" shall mean such accounting
               principles which are generally accepted at the date or time of
               any computation or at the date of the Funding Note Indenture;

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

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

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

                                    ARTICLE 2
                                THE FUNDING NOTE

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

     SECTION 2.2    STATUS OF FUNDING NOTE. The Funding Note constitutes a
direct, unconditional, unsubordinated and secured non-recourse obligation of
Global Funding.

     SECTION 2.3    FORMS GENERALLY.

          (a)  The Funding Note Certificates, shall be in, or substantially in,
               the form set forth in Exhibit A-1 and Exhibit A-2, attached
               hereto, as applicable, in each case with such appropriate
               insertions, omissions, substitutions and other variations as are
               required or permitted by the Funding Note Indenture or as may in
               Global Funding's judgment be necessary,

                                       10
<Page>

               appropriate or convenient to permit the Funding Note to be issued
               and sold, or to comply, or facilitate compliance, with applicable
               laws, and may have such letters, numbers or other marks of
               identification and such legends or endorsements placed thereon as
               may be required to comply with the rules of any securities
               exchange on which the Funding Note may be listed, or as may,
               consistently herewith, be determined by the Responsible Officer
               of Global Funding executing such Funding Note Certificate, with
               the approval of the Funding Note Indenture Trustee, as evidenced
               by his or her execution thereof.

          (b)  The Funding Note Certificate may be printed, lithographed,
               engraved, typewritten, photocopied or otherwise produced in any
               manner as the Responsible Officer of Global Funding executing
               such Funding Note may determine.

          (c)  The terms and provisions contained in the Funding Note
               Certificate and in any Supplemental Funding Note Indenture shall
               constitute, and are expressly made, a part of the Funding Note
               Indenture and, to the extent applicable, Global Funding and the
               Funding Note Indenture Trustee, by their execution and delivery
               of the Funding Note Indenture, expressly agree to such terms and
               provisions and to be bound thereby.

     SECTION 2.4    CURRENCY; DENOMINATIONS.

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

          (b)  Global Funding appoints the Funding Note Indenture Trustee as
               Exchange Rate Agent with respect to the Funding Note and the
               Funding Note Indenture Trustee accepts such appointment.

          (c)  If the Specified Currency for a Foreign Currency Funding 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
               Funding Note by making payments in United States

                                       11
<Page>

               dollars on the basis of the Market Exchange Rate, computed by the
               Exchange Rate Agent as described above, on the second business
               day prior to the particular payment or, if the Market Exchange
               Rate is not then available, on the basis of the most recently
               available market exchange rate.

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

          (e)  Global Funding may (if so specified in the Funding Note
               Certificate or Supplemental Funding Note Indenture) without the
               consent of the Holder of the Funding Note, redenominate the
               Funding Note on or after the date on which the member state of
               the European Union in whose national currency the Funding Note is
               denominated has become a participant member in the third stage of
               the European economic and monetary union as more fully set out in
               the Funding Note Certificate or Supplemental Funding Note
               Indenture.

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

     SECTION 2.5    EXECUTION, AUTHENTICATION, DELIVERY AND DATE.

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

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

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

          (d)  The Funding Note Indenture Trustee shall have the right to
               decline to authenticate and deliver the Funding Note Certificate
               under this Section if the Funding Note Indenture Trustee has
               obtained an Opinion of Counsel

                                       12
<Page>

               reasonably acceptable to Global Funding, to the effect that the
               issuance of the Funding Note will adversely affect the Funding
               Note Indenture Trustee's own rights, duties or immunities under
               the Funding Note Indenture.

          (e)  The Funding Note Certificate shall be dated the date of its
               authentication.

          (f)  The Funding Note shall not be entitled to any benefit under the
               Funding Note Indenture or be valid or obligatory for any purpose,
               unless there appears on the Funding Note Certificate representing
               such Funding Note a certificate of authentication substantially
               in the form attached as Exhibit B executed by the Funding Note
               Indenture Trustee by manual signature of one of its authorized
               signatories. Such certificate upon the Funding Note Certificate
               shall be conclusive evidence, and the only evidence, that such
               Funding Note Certificate has been duly authenticated and
               delivered under the Funding Note Indenture.

     SECTION 2.6    REGISTRATION, TRANSFER AND EXCHANGE.

          (a)  The Funding Note Indenture Trustee will serve initially as
               registrar (in such capacity, and together with any successor
               registrar, the "FUNDING NOTE REGISTRAR") for the Funding Note. In
               such capacity, the Funding Note Indenture Trustee will cause to
               be kept at the Corporate Trust Office of the Funding Note
               Indenture Trustee a register (the "FUNDING NOTE REGISTER") in
               which, subject to such reasonable regulations as it may
               prescribe, the Funding Note Indenture Trustee will provide for
               the registration of the Funding Note and of transfers of the
               Funding Note. The Funding Note Register shall be in written form
               in the English language or in any other form capable of being
               converted into such form within a reasonable time.

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

          (c)  [At the option of the applicable Holder, the Funding Note
               Certificate may be exchanged for one or more new Funding Note
               Certificates, representing one or more Funding Notes in an
               aggregate principal amount equal to the

                                       13
<Page>

               aggregate principal amount of the Funding Notes represented by
               the Funding Note Certificate duly presented for exchange. The
               Funding Note Certificate to be exchanged shall be surrendered at
               the designated office of the Funding Note Registrar or of any
               applicable transfer agent, each as provided in the Funding Note
               Certificate or Supplemental Funding Note Indenture. Whenever the
               Funding Note Certificate is so surrendered for exchange, the
               Delaware Trustee, on behalf of Global Funding shall execute, and
               the Funding Note Indenture Trustee shall authenticate and
               deliver, the Funding Note Certificate or Funding Note
               Certificates which the applicable Holder is entitled to receive,
               bearing numbers, letters or other designating marks not
               contemporaneously outstanding.]

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

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

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

          (g)  Except as otherwise provided in or pursuant to the Funding Note
               Indenture, Global Funding and the Funding Note Indenture Trustee
               shall not be required to (i) upon presentation or surrender of a
               Funding Note Certificate in connection with any transfer or
               exchange during a period beginning at the opening of business 15
               days before the day of the selection for redemption of the
               Funding Note under Section 3.1 and

                                       14
<Page>

               ending at the close of business on the day of such selection,
               exchange a Funding Note Certificate representing the Funding Note
               selected for redemption, register the transfer of such Funding
               Note, or portion thereof, except in the case of a Funding Note to
               be redeemed in part, with respect to the portion of such Funding
               Note not to be redeemed, or (ii) exchange a Funding Note
               Certificate representing the Funding Note the Holder or Holders
               of which shall have exercised the option pursuant to Section 3.2
               to require Global Funding to repay such Funding Note prior to its
               Stated Maturity Date or register the transfer of such Funding
               Note except, in the case of the Funding Note to be repaid in
               part, with respect to the portion of such Funding Note not to be
               repaid.

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

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

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

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

          (d)  The Funding Note represented by the Funding Note Certificate
               executed, authenticated and delivered pursuant to this Section in
               lieu of any apparently destroyed, lost or stolen Funding Note
               Certificate shall constitute an original additional contractual
               obligation of Global Funding, whether or not any obligation with
               respect to the Funding Note

                                       15
<Page>

               represented by the apparently destroyed, lost or stolen Funding
               Note Certificate shall be at any time enforceable by any Person,
               and shall be entitled to all of the benefits of the Funding Note
               Indenture equally and proportionately with the Funding Note duly
               issued under the Funding Note Indenture.

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

     SECTION 2.8    INTEREST RECORD DATES.

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

          (b)  Unless otherwise provided in the Funding Note Certificate or in
               any Supplemental Funding Note Indenture, any interest on, and any
               Additional Amounts with respect to, the Funding Note which is
               payable, but is not punctually paid or duly provided for, on any
               Interest Payment Date specified in the Funding Note Certificates
               or Supplemental Funding Note Indenture (the "DEFAULTED INTEREST")
               shall forthwith cease to be payable to the Holder of such Funding
               Note on the relevant Regular Interest Record Date by virtue of
               having been such Holder, and such Defaulted Interest shall be
               paid by Global Funding to the Holder of such Funding Note at the
               close of business on a special record date (the "SPECIAL INTEREST
               RECORD DATE") established by Global Funding by notice to each
               applicable Holder and the Funding Note Indenture Trustee in
               accordance with Section 13.4, which Special Interest Record Date
               shall be not more than 15 nor less than 10 days prior to the date
               of the proposed payment of Defaulted Interest and not less than
               10 days after the receipt by the Funding Note Indenture Trustee
               of the notice of the proposed payment of Defaulted Interest.

     SECTION 2.9    CANCELLATION.

          (a)  The Funding Note shall be cancelled immediately upon the transfer
               by Global Funding to, or as directed by, the Issuing Trust of
               each funding

                                       16
<Page>

               agreement identified on Annex A to the Series Instrument, and
               such cancellation shall operate as a redemption of, and
               satisfaction of indebtedness represented by, the Funding Note.

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

     SECTION 2.10   WITHHOLDING TAX. All amounts due in respect of the Funding
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 Funding
Note unless the withholding or deduction is required by law. Unless otherwise
specified in the Funding Note Certificate, Global Funding will not pay any
Additional Amounts to the Holders of the Funding 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 or repay the Funding Note and shall not constitute an Event
of Default.

                                       17
<Page>

     SECTION 2.11   TAX TREATMENT. The parties agree, and each Holder and
beneficial owner of the Funding Note by purchasing the Funding Note agrees, for
all United States Federal, state and local income and franchise tax purposes (i)
to treat the Funding Note as indebtedness of the Funding Agreement Provider,
(ii) Global Funding and Global Funding will be ignored and will not be treated
as an association or a publicly traded partnership taxable as a corporation and
(iii) to not take any action inconsistent with the treatment described in (i)
and (ii) unless otherwise required by law.

                                    ARTICLE 3
       REDEMPTION, REPAYMENT AND REPURCHASE OF FUNDING NOTE; SINKING FUNDS

     SECTION 3.1    REDEMPTION OF FUNDING NOTE.

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

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

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

                                       18
<Page>

               Redemption Date at the Redemption Price together with any unpaid
               interest accrued thereon, any Additional Amounts and other
               amounts payable with respect thereto, as of the Redemption Date.

          (d)  Unless a shorter notice shall be satisfactory to the Funding Note
               Indenture Trustee, Global Funding shall provide to the Funding
               Note Indenture Trustee a notice of redemption of the Funding Note
               (i) in case of any redemption at the election of Global Funding,
               not more than 60 days nor less than 35 days prior to the
               Redemption Date and (ii) in case of any mandatory redemption
               pursuant to Section 3.1(c), at least 75 days prior to the
               Redemption Date.

          (e)  Unless otherwise specified in the Funding Note Indenture or the
               Funding Note Certificate Global Funding shall give a notice of
               redemption to the Holder of the Funding Note to be redeemed at
               Global Funding's option (i) in case of any redemption at the
               election of Global Funding, not more than 60 nor less than 30
               days prior to the Redemption Date and (ii) in case of any
               mandatory redemption pursuant to Section 3.1(c), not more than 75
               days nor less than 30 days prior to the Redemption Date;
               PROVIDED, that in the case of any notice of redemption given
               pursuant to clause (ii) no such notice of redemption may be given
               earlier than 90 days prior to the earliest day on which Global
               Funding would become obligated to pay the applicable Additional
               Amounts were a payment in respect of the Funding Note then due.
               Failure to give such notice to the Holder of the Funding Note
               designated for redemption in whole or in part, or any defect in
               the notice to any such Holder, shall not affect the validity of
               the proceedings for the redemption of any other Note or any
               portion thereof.

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

     All notices of redemption shall state:

               (i)     the Redemption Date,

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

               (iii)   in case of any redemption at the election of Global
                       Funding, if the Outstanding Funding Note is to be
                       redeemed, the identification (and, in the case of partial
                       redemption, the principal amount) of the Funding Note to
                       be redemmed,

               (iv)    in case the Funding Note is to be redeemed in part only
                       at the election of Global Funding, the notice which
                       relates to such Funding Note shall state that on and
                       after the Redemption Date, upon surrender of the Funding
                       Note Certificate representing such

                                       19
<Page>

                       Funding Note, the Holder of such Funding Note will
                       receive, without charge, a new Funding Note Certificate
                       representing an authorized denomination of the principal
                       amount of such Funding Note remaining unredeemed,

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

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

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

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

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

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

                                       20
<Page>

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

          (i)  Notwithstanding anything herein to contrary, Global Funding may
               redeem the Funding Note on the Original Issue Date without notice
               at a price equal to the principal amount of the Funding Note (the
               "Immediate Redemption Price"). Global Funding may pay the
               Redemption Price or the Immediate Redemption Price in cash or
               Funding Agreement(s).

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

     SECTION 3.2    REPAYMENT AT THE OPTION OF THE HOLDER.

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

          (b)  A Funding Note which is repayable at the option of the Holder or
               Holders thereof before the Stated Maturity Date shall be repaid
               in accordance with the terms of such Funding Note.

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

          (d)  Notwithstanding anything to the contrary contained in this
               Section, in connection with any repayment of the Funding Note,
               Global Funding may arrange for the purchase of the Funding Note
               by an agreement with one or more investment bankers or other
               purchasers to purchase such Funding Note by paying the Holder or
               Holders of such Funding Note on or before the close of business
               on the Repayment Date an amount not less than the Repayment Price
               payable by Global Funding on repayment of such

                                       21
<Page>

               Funding Note, and the obligation of Global Funding to pay the
               Repayment Price of such Funding Note shall be satisfied and
               discharged to the extent such payment is so paid by such
               purchasers.

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

     SECTION 3.3    REPURCHASE OF FUNDING NOTE.

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

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

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

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

     SECTION 3.4    SINKING FUNDS.

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

                                    ARTICLE 4
            PAYMENTS; PAYING AGENTS AND CALCULATION AGENT; COVENANTS

     SECTION 4.1    PAYMENT OF PRINCIPAL AND INTEREST.

          (a)  Global Funding will duly and punctually pay or cause to be paid
               the principal of, any premium and interest on, and any Additional
               Amounts

                                       22
<Page>

               with respect to, the Funding Note, in accordance with the terms
               of the Funding Note and the Funding Note Indenture.

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

          (c)  Unless otherwise specified in the Funding Note Certificate,
               Global Funding shall be obligated to make, or cause to be made,
               payments of principal of, any premium and interest on, and any
               Additional Amounts with respect to, a Foreign Currency Note in
               the Specified Currency. Any amounts so payable by Global Funding
               in the Specified Currency will be converted by the Exchange Rate
               Agent into United States dollars for

                                       23
<Page>

               payment to the Holder or Holders thereof unless otherwise
               specified in the Funding Note Certificate or a Holder elects to
               receive such amounts in the Specified Currency as provided below.

          (d)  Any United States dollar amount to be received by the Holder or
               Holders of a Foreign Currency Funding Note will be based on the
               highest bid quotation in The City of New York received by the
               Exchange Rate Agent at approximately 11:00 a.m. (New York City
               time) on the second Business Day preceding the applicable payment
               date from three recognized foreign exchange dealers (one of whom
               may be the Exchange Rate Agent) selected by the Exchange Rate
               Agent and approved by 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 Holder or Holders
               of a Foreign Currency Funding 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 Holder or Holders of a Foreign Currency Funding
               Note by deductions from any payments. If three bid quotations are
               not available, payments will be made in the Specified Currency.

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

          (f)  If the Specified Currency for a Foreign Currency Funding Note is
               not available for any required payment of principal and/or any
               interest, premium and Additional Amounts due to the imposition of
               exchange controls or other circumstances beyond Global Funding's
               control, Global Funding will be entitled to satisfy its
               obligations with respect to such Foreign Currency Funding Note 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.

                                       24
<Page>

          (g)  All determinations made by the Exchange Rate Agent shall be at
               its sole discretion and shall, in the absence of manifest error,
               be conclusive for all purposes and binding on the Holder or
               Holders of a Foreign Currency Funding Note.

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

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

     SECTION 4.4    PAYING AGENTS.

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

               (i)     hold all sums received by it as such agent for the
                       payment of the principal of, any premium or interest on,
                       or any Additional Amounts with respect to, the Funding
                       Note (whether such sums have been paid to it by the
                       Funding Agreement Provider, Global Funding or by any
                       other obligor on the Funding Note) in trust for the
                       benefit of each Holder of the Funding Note and will (and
                       will cause each of its agents and Affiliates to) deposit
                       all cash amounts received by it (or such agents or
                       Affiliates, as applicable) that are derived from the
                       Collateral for the benefit of the Holders of the

                                       25
<Page>

                       Funding Note in a segregated non-interest bearing account
                       maintained or controlled by the Funding Note Indenture
                       Trustee, consistent with the rating of the Outstanding
                       Funding Note;

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

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

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

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

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

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

                                       26
<Page>

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

          (e)  The applicable Paying Agent shall (i) collect all forms from
               Holders of the Funding Note (or from such other Persons as are
               relevant) that are required to exempt payments under the Funding
               Note and/or the related Funding Agreement(s) from United States
               Federal income tax withholding, (ii) withhold and pay over to the
               Internal Revenue Service or other taxing authority with respect
               to payments under the Funding Note any amount of taxes required
               to be withheld by any United States Federal, state or local
               statute, rule or regulation and (iii) forward copies of such
               forms to Global Funding and the Funding Agreement Provider.

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

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

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

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

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

               PROVIDED that with respect to any Paying Agent who timely
               receives any amount with respect to the Funding Note and fails
               duly to pay any such amounts when due and payable in accordance
               with the terms of the Funding Note Indenture and such Funding
               Note, any such removal will take effect immediately upon such
               appointment of, and acceptance thereof by, a successor Paying
               Agent approved by the Funding Note Indenture

                                       27
<Page>

               Trustee (unless the Funding Note Indenture Trustee is such Paying
               Agent), in which event notice of such appointment shall be given
               to each Holder of the Funding Note as soon as practicable
               thereafter. Global Funding agrees with each Paying Agent that if,
               by the day falling 10 days before the expiration of any notice
               given pursuant to this Section 4.4(i), Global Funding has not
               appointed a replacement Paying Agent, then the Paying Agent shall
               be entitled, on behalf of Global Funding, to appoint in its place
               a reputable financial institution of good standing reasonably
               acceptable to Global Funding and the Funding Note Indenture
               Trustee (unless the Funding Note Indenture Trustee is such Paying
               Agent); PROVIDED, HOWEVER, that notwithstanding the foregoing,
               the resignation or removal of the relevant Paying Agent shall not
               be effective unless, upon the expiration of the notice given
               pursuant to this Section 4.5(i), the successor Paying Agent shall
               have accepted its appointment. Upon its resignation or removal
               becoming effective, the retiring Paying Agent shall be entitled
               to the payment of its compensation and reimbursement of all
               expenses incurred by such retiring Paying Agent pursuant to
               Section 4.4(h) up to the effective date of such resignation or
               removal.

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

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

                                       28
<Page>

               receive, copies of any relevant records maintained by such
               predecessor Paying Agent.

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

     SECTION 4.5    CALCULATION AGENT.

          (a)  Global Funding appoints the Funding Note Indenture Trustee as
               Calculation Agent, and the Funding Note Indenture Trustee accepts
               such appointment.

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

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

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

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

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

                                       29
<Page>

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

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

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

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

          (h)  If at any time a Calculation Agent shall resign or be removed, or
               shall become incapable of acting with respect to the Funding
               Note, or shall be adjudged as bankrupt or insolvent, or a
               receiver or liquidator of such Calculation Agent or of its
               property shall be appointed, or any public officer shall take
               charge or control of such Calculation Agent or its property or
               affairs for the purpose of rehabilitation, conservation or
               liquidation, then a successor Calculation Agent shall be
               appointed by

                                       30
<Page>

               Global Funding by an instrument in writing filed with the
               successor Calculation Agent. Upon any such appointment of, and
               the acceptance of such appointment by, a successor Calculation
               Agent and (except in cases of removal for failure to establish
               the amount of interest) the giving of notice to each Holder of
               the Funding Note, the retiring Calculation Agent shall cease to
               be Calculation Agent under the Funding Note Indenture.

          (i)  Any successor Calculation Agent appointed under the Funding Note
               Indenture shall execute and deliver to its predecessor, Global
               Funding and the Funding Note Indenture Trustee (unless the
               Funding Note Indenture Trustee is such Calculation Agent) a
               reasonably acceptable instrument, accepting such appointment
               under the Funding Note Indenture, and thereupon such successor
               Calculation Agent, without any further act, deed or conveyance,
               shall become vested with all the authority, rights, powers,
               trusts, immunities, duties and obligations of such predecessor
               with like effect as if originally named as a Calculation Agent
               under the Funding Note Indenture, and such predecessor, upon
               payment of any amounts due pursuant to Section 4.5(f) and unpaid,
               shall thereupon become obliged to transfer and deliver, and such
               successor Calculation Agent shall be entitled to receive, copies
               of any relevant records maintained by such predecessor
               Calculation Agent.

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

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

     SECTION 4.7    NEGATIVE COVENANTS. So long as the Funding Note is
Outstanding, Global Funding will not, except as otherwise expressly permitted
under the Funding Note Indenture or under the Trust Agreement:

                                       31
<Page>

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

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

               (iii)   incur, directly or indirectly, any Debt except for the
                       Funding Note or as otherwise contemplated under the
                       Funding Note Indenture or under the Amended and Restated
                       Trust Agreement;

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

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

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

                                       32
<Page>

                       the Global Funding Administrator as provided in the
                       Funding Note Indenture or the Amended and Restated Trust
                       Agreement;

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

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

               (ix)    enter into any transaction of merger or consolidation, or
                       liquidate or dissolve itself (or, to the fullest extent
                       permissible by law, suffer any liquidation or
                       dissolution), or acquire by purchase or otherwise all or
                       substantially all the business or assets of, or any stock
                       or other evidence of beneficial ownership of, any Person;

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

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

               (xii)   make any deduction or withholding from any payment of
                       principal of or interest on the Funding Note (other than
                       amounts that may be required to be withheld or deducted
                       from such payments under the Code or any other applicable
                       tax law) by reason of the payment of any taxes levied or
                       assessed upon any portion of the Collateral

                                       33
<Page>

                       except to the extent specified in the Funding Note
                       Indenture or the Funding Note Certificate or Supplemental
                       Funding Note Indenture;

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

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

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

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

     SECTION 4.8    ADDITIONAL AMOUNTS.

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

          If the Funding Note Certificate provides for the payment of Additional
Amounts, the Funding Note Certificate will provide that Global Funding will pay,
or cause to be paid,

                                       34
<Page>

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

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

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

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

                                       35
<Page>

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

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

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

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

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

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

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

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

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

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

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

               (iv)    Global Funding shall fail to observe or perform any
                       covenant contained in the Funding Note or in the Funding
                       Note Indenture for a period of 30 days after the date on
                       which written notice

                                       36
<Page>

                       specifying such failure, stating that such notice is a
                       "Notice of Default" under the Funding Note Indenture and
                       demanding that Global Funding remedy the same, shall have
                       been given by registered or certified mail, return
                       receipt requested, to Global Funding by the Funding Note
                       Indenture Trustee, or to Global Funding and the Funding
                       Note Indenture Trustee by the Holder or Holders of at
                       least 25% in aggregate principal amount of the Funding
                       Note Outstanding; or

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

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

               (vii)   Global Funding shall commence a voluntary case or other
                       proceeding seeking liquidation, reorganization or other
                       relief with respect to itself or its debts under any
                       bankruptcy, insolvency, reorganization or other similar
                       law or seeking the appointment of a trustee, receiver,
                       liquidator, custodian or other similar official of it or
                       any substantial part of its property, or shall consent to
                       any such relief or to the appointment of or taking
                       possession by any such official in an involuntary case or
                       other proceeding commenced against it, or shall make a
                       general assignment for the benefit of creditors, or shall
                       fail generally to pay its debts as they become due, or
                       shall take any action to authorize any of the foregoing;
                       or

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

                                       37
<Page>

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

          (c)  Notwithstanding Section 5.1(b), if at any time after the
               principal and premium of the Funding Note, any interest accrued
               thereon, and any Additional Amounts due and owing and any other
               amounts payable with respect thereto shall have been so declared
               due and payable and before any judgment or decree for the payment
               of the funds due shall have been obtained or entered as provided
               in the Funding Note Indenture, Global Funding shall pay or shall
               deposit with the Funding Note Indenture Trustee a sum sufficient
               to pay all due and payable interest on, and any Additional
               Amounts due and owing and any other amounts payable with respect
               to, the Funding Note and the principal and premium (if any) of
               the Funding Note which shall have become due and payable
               otherwise than by acceleration pursuant to Section 5.1(b) above
               (with interest on such principal and, to the extent that payment
               of such interest is enforceable under applicable law, on any
               overdue interest and any other amounts payable, at the same rate
               as the rate of interest specified in the Funding Note Certificate
               to the date of such payment or deposit) and such amount as shall
               be sufficient to cover reasonable compensation to the Funding
               Note Indenture Trustee and each predecessor Funding Note
               Indenture Trustee, their respective agents, attorneys and
               counsel, and all other expenses and liabilities incurred, and all
               advances made, by the Funding Note Indenture Trustee and each
               predecessor Funding Note Indenture Trustee except as a result of
               negligence or bad faith, and if any and all

                                       38
<Page>

               Events of Default under the Funding Note Indenture, other than
               the non-payment of the principal of and premium (if any) on the
               Funding Note which shall have become due by acceleration, shall
               have been cured, waived or otherwise remedied as provided in the
               Funding Note Indenture, then and in every such case the Holder
               Representative (as defined in Section 5.8(a) hereof), by written
               notice to Global Funding and to the Funding Note Indenture
               Trustee, may waive all defaults and rescind and annul such
               declaration and its consequences, but no such waiver or
               rescission and annulment shall extend to or shall affect any
               subsequent default or shall impair any right consequent thereon.

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

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

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

          (c)  If Global Funding shall fail to pay such amounts upon such
               demand, the Funding Note Indenture Trustee, in its own name and
               as trustee of an express trust, shall be entitled and empowered
               to institute any action or proceedings at law or in equity for
               the collection of the sums so due and unpaid, and may prosecute
               any such action or proceedings to judgment or final decree, and
               may enforce any such judgment or final decree against Global
               Funding or other obligor upon the Funding Note and collect in the

                                       39
<Page>

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

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

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

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

                                       40
<Page>

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

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

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

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

     SECTION 5.3    APPLICATION OF PROCEEDS.

          (a)  Any funds collected by the Funding Note Indenture Trustee
               following an Event of Default pursuant to this Article or
               otherwise under the Funding Note Indenture and any applicable
               Supplemental Funding Note Indenture in respect of the Funding
               Note shall be applied in the following order at the date or dates
               fixed by the Funding Note Indenture Trustee and, in case

                                       41
<Page>

               of the distribution of such funds on account of principal, any
               premium and interest and any Additional Amounts, upon
               presentation of the Funding Note Certificate [or Funding Note
               Certificates] representing the Funding Note and the notation
               thereon of the payment if only partially paid or upon the
               surrender thereof if fully paid:

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

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

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

               FOURTH: To the payment of any remaining balance to Global
     Funding.

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

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

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

               THIRD: To the payment of any remaining balance to Global Funding.

     SECTION 5.4    SUITS FOR ENFORCEMENT. If an Event of Default has occurred,
has not been waived and is continuing, the Funding Note Indenture Trustee may in
its discretion proceed

                                       42
<Page>

to protect and enforce the rights vested in it by the Funding Note Indenture by
such appropriate judicial proceedings as the Funding Note Indenture Trustee
shall deem most effectual to protect and enforce any of such rights, either at
law or in equity or in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in the Funding Note Indenture
or in aid of the exercise of any power granted in the Funding Note Indenture or
to enforce any other legal or equitable right vested in the Funding Note
Indenture Trustee by the Funding Note Indenture or by law.

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

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

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

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

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

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

               (v)     no direction inconsistent with such written request shall
                       have been given to the Funding Note Indenture Trustee
                       during such 60-day period by the Holder or Holders of the
                       Funding Note representing

                                       43
<Page>

                       at least 66 2/3% of the aggregate principal amount of the
                       Funding Note then Outstanding;

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

     Notwithstanding any other provisions in the Funding Note Indenture,
however, the right of any Holder of the Funding Note, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any), and
interest on, if any, and Additional Amounts with respect to, if any, such
Funding Note, on or after the respective due dates expressed in such Funding
Note, or to institute suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of
such Holder.

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

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

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

                                       44
<Page>

     SECTION 5.8    CONTROL BY THE HOLDERS.

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

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

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

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

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

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

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

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

                                       45
<Page>

                                    ARTICLE 6
                       THE FUNDING NOTE INDENTURE TRUSTEE

     SECTION 6.1    CERTAIN DUTIES AND RESPONSIBILITIES.

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

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

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

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

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

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

               (iv)    the Funding Note Indenture Trustee shall not be liable
                       with respect to any action taken or omitted to be taken
                       by it in good faith in accordance with the direction of
                       the Holder Representative relating to the time, method
                       and place of conducting any proceeding for

                                       46
<Page>

                       any remedy available to the Funding Note Indenture
                       Trustee, or exercising any trust or power conferred upon
                       the Funding Note Indenture Trustee, under the Funding
                       Note Indenture with respect to the Funding Note; and

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

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

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

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

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

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

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

                                       47
<Page>

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

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

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

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

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

                                       48
<Page>

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

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

     SECTION 6.6    COMPENSATION; REIMBURSEMENT; INDEMNIFICATION.

          (a)  Global Funding covenants and agrees:

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

               (ii)    except as otherwise provided in the Funding Note
                       Indenture, to pay or reimburse the Funding Note Indenture
                       Trustee upon its request for all reasonable expenses,
                       disbursements and advances incurred or made by the
                       Funding Note Indenture Trustee in accordance with any
                       provision of the Funding Note Indenture (including the
                       reasonable compensation and the expenses and
                       disbursements of its agents and counsel), except any such
                       expense, disbursement or advance as may arise from its
                       negligence or bad faith; and

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

                                       49
<Page>

                       liability in connection with the exercise or performance
                       of any of its powers or duties under the Funding Note
                       Indenture.

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

     SECTION 6.7    CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

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

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

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

               (iii)   not offer or provide credit or credit enhancement to
                       Global Funding.

          (b)  If at any time the Funding Note Indenture Trustee shall cease to
               be eligible in accordance with the provisions of Section 6.7(a)
               or the requirements of Section 310 of the Trust Indenture Act,
               the Funding Note Indenture Trustee shall resign immediately in
               the manner and with the effect specified in Section 6.8.

     SECTION 6.8    RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE.

          (a)  The Funding Note Indenture Trustee may at any time resign by
               giving not less than 90 days' prior written notice of resignation
               to Global Funding and to the Holders of the Funding Note as
               provided in the Funding Note Indenture. Upon receiving such
               notice of resignation, Global Funding

                                       50
<Page>

               shall promptly cause a successor trustee with respect to the
               applicable series to be appointed by written instrument in
               duplicate, executed by Global Funding, one copy of which
               instrument shall be delivered to the resigning trustee and one
               copy to the successor trustee. If no successor trustee shall have
               been so appointed and have accepted appointment within 30 days
               after the giving of such notice of resignation, the resigning
               trustee may petition any court of competent jurisdiction for the
               appointment of a successor trustee. Such court may thereupon,
               after such notice, if any, as it may deem proper and prescribe,
               appoint a successor trustee.

          (b)  If at any time:

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

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

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

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

          (c)  In addition to the right of petition given to the resigning
               trustee and the right of removal given to Global Funding under
               Sections 6.8(a) and 6.8(b), respectively, any Holder who has been
               a Holder of the Funding Note for at least six months may, on
               behalf of itself and all others similarly situated, petition any
               court of competent jurisdiction for the appointment of a
               successor trustee or the removal of the Funding Note Indenture
               Trustee

                                       51
<Page>

               and the appointment of a successor trustee, as the case may be.
               Such court may thereupon, after such notice, if any, as it may
               deem proper and prescribe, appoint a successor trustee or remove
               the Funding Note Indenture Trustee and appoint a successor
               trustee, as the case may be.

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

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

     SECTION 6.9    ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE.

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

          (b)  Upon acceptance of appointment by a successor Funding Note
               Indenture Trustee as provided in this Section 6.9, Global Funding
               shall notify each Holder of the Funding Note and each rating
               agency then rating the Funding Note at the request of Global
               Funding. If the acceptance of appointment is substantially
               contemporaneous with the resignation, then the notice called for
               by the preceding sentence may be combined with the notice called
               for by Section 6.8. If Global Funding fails to make such

                                       52
<Page>

               notice within 10 days after acceptance of appointment by the
               successor Funding Note Indenture Trustee, the successor Funding
               Note Indenture Trustee shall cause such notice to be mailed at
               the expense of Global Funding.

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

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

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

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

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

     SECTION 7.1    GLOBAL FUNDING TO FURNISH FUNDING NOTE INDENTURE TRUSTEE
NAMES AND ADDRESSES OF HOLDERS.

                                       53
<Page>

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

          (a)  semi-annually not later than June 30 and December 31 of the year
               or upon such other dates as are set forth in or pursuant to the
               Funding Note Certificate or Supplemental Funding Note Indenture,
               a list, in each case in such form as the Funding Note Indenture
               Trustee may reasonably require, of the names and addresses of
               Holders as of the applicable date, and

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

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

     SECTION 7.2    PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS.

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

     SECTION 7.3    REPORTS BY FUNDING NOTE INDENTURE TRUSTEE.

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

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

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

                                       54
<Page>

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

          (e)  A copy of each such report shall, at the time of such
               transmission to Holders, be filed by the Funding Note Indenture
               Trustee with each stock exchange upon which the Funding Note is
               listed, with the Commission and Global Funding. Global Funding
               will notify the Funding Note Indenture Trustee whether the
               Funding Note is listed on any stock exchange.

     SECTION 7.4    REPORTS BY TRUST.

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

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

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

          (c)  transmit within 30 days after the filing thereof with the Funding
               Note Indenture Trustee, in the manner and to the extent provided
               in Section 313(c) of the Trust Indenture Act, such summaries of
               any information,

                                       55
<Page>

               documents and reports required to be filed by or on behalf of
               Global Funding pursuant to paragraphs (1) and (2) of this Section
               as may be required by rules and regulations prescribed from time
               to time by the Commission.

                                    ARTICLE 8
                             CONCERNING EACH HOLDER

     SECTION 8.1    EVIDENCE OF ACTION TAKEN BY A HOLDER.

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

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

     SECTION 8.2    PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF FUNDING
NOTE.

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

                                       56
<Page>

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

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

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

     SECTION 8.5    FUNDING NOTE OWNED BY TRUST DEEMED NOT OUTSTANDING. In
determining whether the Holders of the requisite aggregate principal amount of
the Funding Note have concurred in any direction, consent or waiver under the
Funding Note Indenture, the Funding Note which is owned by Global Funding or any
other obligor on the Funding Note or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
Global Funding or any other obligor on the Funding Note shall be disregarded and
deemed not to be Outstanding for the purpose of any such determination, except
that for the purpose of determining whether the Funding Note Indenture Trustee
shall be protected in relying on any such direction, consent or waiver only a
Funding Note which the Funding Note Indenture Trustee knows is so owned shall be
so disregarded. A Funding Note so owned which has been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Funding Note Indenture Trustee the pledgee's right so to act with respect to
such Funding Note and that the pledgee is not Global Funding or any other
obligor upon the Funding Note or any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with Global Funding
or any other obligor on the Funding Note. In case of a dispute as to such right,
the advice of counsel shall be full protection in respect of any decision made
by the Funding Note Indenture Trustee in accordance with such advice. Upon
request of the Funding Note Indenture Trustee, Global Funding shall furnish to
the Funding Note Indenture Trustee promptly a Trust Certificate listing and
identifying the Funding Note, if any, known by Global Funding to be owned or
held by or for the account of any of the above-described Persons; and, subject
to Sections 6.1 and 6.2, the Funding Note Indenture Trustee shall

                                       57
<Page>

be entitled to accept such Trust Certificate as conclusive evidence of the facts
therein set forth and of the fact that the Funding Note not listed therein is
Outstanding for the purpose of any such determination.

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

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

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

                                    ARTICLE 9
                      SUPPLEMENTAL FUNDING NOTE INDENTURES

     SECTION 9.1    SUPPLEMENTAL FUNDING NOTE INDENTURES WITHOUT CONSENT OF
HOLDERS.

          (a)  Global Funding and the Funding Note Indenture Trustee may from
               time to time and at any time enter into an indenture or
               indentures supplemental to the Funding Note Indenture (each, a
               "SUPPLEMENTAL FUNDING NOTE INDENTURE") (which shall conform to
               the provisions of the Trust Indenture Act) for one or more of the
               following purposes without the consent of any Holder:

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

                                       58
<Page>

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

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

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

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

                                       59
<Page>

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

     SECTION 9.2    SUPPLEMENTAL FUNDING NOTE INDENTURES WITH CONSENT OF
HOLDERS.

          (a)  With the consent (evidenced as provided in Article 8) of the
               Holders of not less than 66 2/3% in aggregate principal amount of
               the Funding Note at the time Outstanding, Global Funding and the
               Funding Note Indenture Trustee may, from time to time and at any
               time, enter into a Supplemental Funding Note Indenture for the
               purpose of adding any provisions to or changing in any manner or
               eliminating any of the provisions of the Funding Note Indenture
               or of any Supplemental Funding Note Indenture or Funding Note
               Certificate or of modifying in any manner the rights of the
               Holders of the Funding Note; PROVIDED, that no such Supplemental
               Funding Note Indenture shall:

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

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

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

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

                                       60
<Page>

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

          (d)  Promptly after the execution by Global Funding and the Funding
               Note Indenture Trustee of any Supplemental Funding Note Indenture
               pursuant to the provisions of this Section, the Funding Note
               Indenture Trustee shall notify the Holders of the Funding Note,
               as provided in the Funding Note Indenture, setting forth in
               general terms the substance of such Supplemental Funding Note
               Indenture. Any failure of the Funding Note Indenture Trustee to
               provide such notice, or any defect therein, shall not, however,
               in any way impair or affect the validity of any such Supplemental
               Funding Note Indenture.

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

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

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

                                       61
<Page>

                                   ARTICLE 10
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

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

          (a)  the entity formed by such consolidation or into which Global
               Funding is merged or the Person which acquires by conveyance or
               transfer the properties and assets of Global Funding
               substantially as an entirety shall be a statutory trust formed
               under the laws of the State of Delaware or a corporation or other
               entity organized and existing under the laws of the United States
               of America or any State or the District of Columbia, and shall
               expressly assume, by a Supplemental Funding Note Indenture,
               executed and delivered to the Funding Note Indenture Trustee, in
               form satisfactory to the Funding Note Indenture Trustee, the due
               and punctual payment of the principal of, any premium and
               interest on, and any Additional Amounts with respect to, the
               Funding Note and the performance of every covenant of the Funding
               Note Indenture on the part of Global Funding to be performed or
               observed;

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

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

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

                                   ARTICLE 11
            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED FUNDS

     SECTION 11.1   SATISFACTION AND DISCHARGE OF INDENTURE. If at any time (a)
Global Funding shall have paid or caused to be paid all outstanding principal
of, any premium and interest on, and any Additional Amounts and other amounts
payable with respect to, the Funding Note Outstanding under the Funding Note
Indenture, as and when the same shall have become due and payable, or (b) Global
Funding shall have delivered to the Funding Note Indenture Trustee for
cancellation the Funding Note Certificate representing the Funding Note
theretofore

                                       62
<Page>

authenticated (other than the Funding Note Certificate which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 2.7) or (c) Global Funding shall have irrevocably deposited or caused
to be deposited with the Funding Note Indenture Trustee as trust funds the
entire amount in cash (other than funds repaid by the Funding Note Indenture
Trustee or any Paying Agent to Global Funding in accordance with Section 11.4)
sufficient to pay at maturity all amounts payable at maturity on the Funding
Note represented by the Funding Note Certificate not theretofore delivered to
the Funding Note Indenture Trustee for cancellation, including any outstanding
principal, interest, premium, Additional Amounts and other amounts due or to
become due to such date of maturity as the case may be, and if, in any such
case, Global Funding shall also pay or cause to be paid all other sums payable
under the Funding Note Indenture by Global Funding, then the Funding Note
Indenture shall cease to be of further effect (except as to (i) rights of
registration of transfer and exchange, (ii) substitution of an apparently
mutilated, defaced, destroyed, lost or stolen Funding Note Certificate, (iii)
rights of Holders to receive payments of principal of, any premium and interest
on, and any Additional Amounts and other amounts payable with respect to, the
Funding Note, (iv) the rights, obligations and immunities of the Funding Note
Indenture Trustee under the Funding Note Indenture and (v) the rights of each
Holder as beneficiary of the Funding Note Indenture with respect to the property
so deposited with the Funding Note Indenture Trustee payable to all or any of
them), and the Funding Note Indenture Trustee, on demand of Global Funding
accompanied by a Trust Certificate and an Opinion of Counsel and at the cost and
expense of Global Funding, shall execute proper instruments acknowledging such
satisfaction of and discharging the Funding Note Indenture. Global Funding
agrees to reimburse the Funding Note Indenture Trustee for any costs or expenses
thereafter reasonably and properly incurred and to compensate the Funding Note
Indenture Trustee for any services thereafter reasonably and properly rendered
by the Funding Note Indenture Trustee in connection with the Funding Note
Indenture or the Funding Note.

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

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

     SECTION 11.4   RETURN OF FUNDS HELD BY FUNDING NOTE INDENTURE TRUSTEE AND
PAYING AGENT. Any funds deposited with or paid to the Funding Note Indenture
Trustee or any Paying Agent for the payment of the principal of, any interest or
premium on, or any Additional Amounts or any other amounts with respect to, the
Funding Note and not applied but remaining

                                       63
<Page>

unclaimed for three years after the date upon which such principal, interest,
premium, Additional Amounts or any other amount shall have become due and
payable, shall, upon the written request of Global Funding and unless otherwise
required by mandatory provisions of applicable escheat or abandoned or unclaimed
property law, be repaid to Global Funding by the Funding Note Indenture Trustee
or such Paying Agent, and the Holder of such Funding Note shall, unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property laws, thereafter look only to Global Funding for any payment
which such Holder may be entitled to collect, and all liability of the Funding
Note Indenture Trustee or any Paying Agent with respect to such funds shall
thereupon cease.

                                   ARTICLE 12
                       MEETINGS OF HOLDERS OF FUNDING NOTE

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

     SECTION 12.2   CALL, NOTICE AND PLACE OF MEETINGS.

          (a)  Unless otherwise provided in the Funding Note Certificate, the
               Funding Note Indenture Trustee may at any time call a meeting of
               Holders of the Funding Note for any purpose specified in Section
               12.1, to be held at such time and at such place in the City of
               New York or the city in which the Corporate Trust Office is
               located. Notice of every meeting of Holders of the Funding Note,
               setting forth the time and the place of such meeting and in
               general terms the action proposed to be taken at such meeting,
               shall be given in the manner provided in Section 13.4, not less
               than 21 nor more than 180 days prior to the date fixed for the
               meeting.

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

                                       64
<Page>

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

     SECTION 12.4   QUORUM; ACTION.

          (a)  The Persons entitled to vote a majority in principal amount of
               the Funding Note then Outstanding shall constitute a quorum for a
               meeting of Holders of the Funding Note; PROVIDED, HOWEVER, that
               if any action is to be taken at such meeting with respect to a
               consent or waiver which the Funding Note Indenture expressly
               provides may be given by the Holders of not less than 66 2/3% in
               principal amount of the Outstanding Funding Note, then Persons
               entitled to vote 66 2/3% in principal amount of the Outstanding
               Funding Note shall constitute a quorum. In the absence of a
               quorum within 30 minutes after the time appointed for any such
               meeting, the meeting shall, if convened at the request of Holders
               of the Funding Note, be dissolved. In any other case the meeting
               may be adjourned for a period of not less than 10 days as
               determined by the chairman of the meeting prior to the
               adjournment of such meeting. In the absence of a quorum at any
               such adjourned meeting, such adjourned meeting may be further
               adjourned for a period of not less than 10 days as determined by
               the chairman of the meeting prior to the adjournment of such
               adjourned meeting. Notice of the reconvening of any adjourned
               meeting shall be given as provided in Section 12.2, except that
               such notice need be given only once not less than five days prior
               to the date on which the meeting is scheduled to be reconvened.
               Notice of the reconvening of an adjourned meeting shall state
               expressly the percentage, as provided above, of the principal
               amount of the Outstanding Funding Note which shall constitute a
               quorum.

          (b)  Except as limited by the proviso to Section 9.2(a), any
               resolution presented to a meeting or adjourned meeting duly
               reconvened at which a quorum is present as aforesaid may be
               adopted only by the affirmative vote of the Holders of a majority
               in principal amount of the Outstanding Funding Note; PROVIDED,
               HOWEVER, that, except as limited by the proviso to Section
               9.2(a), any resolution with respect to any consent or waiver
               which the Funding Note Indenture expressly provides may be given
               by the Holders of not less than 66 2/3% in principal amount of
               the Outstanding Funding Note may be adopted at a meeting or an
               adjourned meeting duly convened and at which a quorum is present
               as aforesaid only by the affirmative vote of the Holders of 66
               2/3% in principal amount of the Outstanding Funding Note; and
               PROVIDED, FURTHER, that, except as limited by the proviso to
               Section 9.2(a), any resolution with respect to any

                                       65
<Page>

               request, demand, authorization, direction, notice, consent,
               waiver or other action which the Funding Note Indenture expressly
               provides may be made, given or taken by the Holders of a
               specified percentage, which is less than a majority, in principal
               amount of the Outstanding Funding Note may be adopted at a
               meeting or an adjourned meeting duly reconvened and at which a
               quorum is present as aforesaid by the affirmative vote of the
               Holders of such specified percentage in principal amount of the
               Outstanding Funding Note.

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

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

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

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

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

                                       66
<Page>

               meeting to be not Outstanding. The chairman of the meeting shall
               have no right to vote, except as a Holder of the Funding Note or
               proxy.

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

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

                                   ARTICLE 13
                            MISCELLANEOUS PROVISIONS

     SECTION 13.1   NO RECOURSE. Notwithstanding anything to the contrary
contained in the Funding Note Indenture, or the Funding Note Certificate or
Supplemental Funding Note Indenture, none of the Funding Agreement Provider, its
officers, directors, affiliates, employees or agents, or any of the Delaware
Trustee, the Funding Note Indenture Trustee or the Global Funding Trust
Beneficial Owner, or any of their officers, directors, affiliates, employees or
agents (the "NONRECOURSE PARTIES") will be personally liable for the payment of
any principal, interest or any other sums at any time owing under the terms of
the Funding Note. If any Event of Default shall occur with respect to the
Funding Note, the right of the Holders of the Funding Note and the Funding Note
Indenture Trustee on behalf of such Holders in connection with a claim on the
Funding Note shall be limited solely to a proceeding against the Collateral.
Neither the Holders nor the Funding Note Indenture Trustee on behalf of the
Holders will have the right to proceed against the Nonrecourse Parties to
enforce the Funding Note (except that to the extent they exercise their rights,
if any, to seize the relevant Funding Agreement, they may enforce the relevant
Funding Agreement against the Funding Agreement Provider) or for any deficiency
judgment remaining after foreclosure of any property included in the relevant
Collateral.

                                       67
<Page>

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

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

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

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

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

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

                                       68
<Page>

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

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

          (e)  Global Funding shall deliver promptly to each rating agency then
               rating the Funding Note copies of each of the following:

               (i)     any repurchase of the Funding Note pursuant to Section
                       3.3;

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

               (iii)   any notice of redemption provided by Global Funding
                       pursuant to Section 3.1(d);

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

               (v)     any Supplemental Funding Note Indenture;

               (vi)    any resignation, removal or appointment under the Funding
                       Note Indenture;

               (vii)   any amendment to any Funding Agreement; and

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

          Any such notice shall be addressed to:

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

                                       69
<Page>

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

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

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

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

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

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

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

               (iii)   a statement that, in the opinion of such Person, he has
                       made such examination or investigation or has received
                       such certificates, opinions, representations or
                       statements of counsel or accountants pursuant to
                       paragraphs (c) or (d) of this Section, as are necessary
                       to enable him to express an informed opinion as to
                       whether or not such covenant or condition has been
                       complied with; and

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

                                       70
<Page>

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

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

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

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

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

                                       71
<Page>

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

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

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

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

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

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

               (ii)    the Required Rate of Exchange.

                                       72
<Page>

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

                                   ARTICLE 14
                                SECURITY INTEREST

     SECTION 14.1   SECURITY INTEREST.

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

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

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

                                       73
<Page>

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

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

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

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

     SECTION 14.3   ADDITIONAL REPRESENTATIONS AND WARRANTIES. Global Funding
represents and warrants that:

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

                                       74
<Page>

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

          (c)  subject to the grant of security interest, pledge and collateral
               assignment of Global Funding's estate, right, title and interest
               in each Funding Agreement, Global Funding is a party to and is
               the Person entitled to payment under each Funding Agreement on
               the date of the Funding Note Indenture free and clear of any
               Lien, claim or encumbrance of any Person, other then the Lien
               created under the Funding Note Indenture or any Lien otherwise
               permitted under the Funding Note Indenture;

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

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

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

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

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

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

                                       75
<Page>

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

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

     SECTION 14.4   FURTHER ASSURANCES; COVENANTS.

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

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

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

                                       76
<Page>

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

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

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

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

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

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

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

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

                                       77
<Page>

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

     SECTION 14.6   REMEDIES UPON EVENT OF DEFAULT. If any Event of Default has
occurred and is continuing, the Funding Note Indenture Trustee may exercise on
behalf of the Holders of the Funding Note all rights of a secured party under
applicable law and, in addition, the Funding Note Indenture Trustee may, without
being required to give any notice, except as provided in the Funding Note
Indenture or as may be required by mandatory provisions of law, (i) apply all
cash, if any, then held by it as all or part of the Collateral as specified in
Section 5.3 and (ii) if there shall be no such cash or if such cash shall be
insufficient to pay all the Obligations in full, sell the Collateral (including
each applicable Funding Agreement) or any part thereof at public or private
sale, for cash, upon credit or for future delivery, and at such price or prices
as the Funding Note Indenture Trustee may deem satisfactory. Any Holder may be
the purchaser of any or all of the Collateral so sold at any public sale (or, if
the Collateral is of a type customarily sold in a recognized market or is of a
type which is the subject of widely distributed standard price quotations, at
any private sale). Global Funding will execute and deliver such documents and
take such other action as the Funding Note Indenture Trustee deems necessary or
advisable in order that any such sale may be made in compliance with law. Upon
any such sale the Funding Note Indenture Trustee shall have the right to
deliver, assign and transfer to the purchaser thereof the Collateral so sold.
Each purchaser at any such sale shall hold the Collateral so sold to it
absolutely and free from any claim or right of whatsoever kind, including any
equity or right of redemption of Global Funding which may be waived, and Global
Funding, to the extent permitted by law, specifically waives all rights of
redemption, stay or appraisal which it has or may have under any law. The notice
(if any) of such sale shall (A) in the case of a public sale, state the time and
place fixed for such sale, and (B) in the case of a private sale, state the day
after which such sale may be consummated. Any such public sale shall be held at
such time or times within ordinary business hours and at such place or places as
the Funding Note Indenture Trustee may fix in the notice of such sale. At any
such sale the Collateral may be sold in one lot as an entirety or in separate
parcels, as the Funding Note Indenture Trustee may determine. The Funding Note
Indenture Trustee shall not be obligated to make any such sale pursuant to any
such notice. The Funding Note Indenture Trustee may, without notice or
publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for the
sale, and such sale may be made at any time or place to which the same may be so
adjourned. In the case of any sale of all or any part of the Collateral on
credit or for future delivery, the Collateral so sold may be retained by the
Funding Note Indenture Trustee until the selling price is paid by the purchaser
thereof, but the Funding Note Indenture Trustee shall not incur any liability in
the case of the failure of such purchaser to take up and pay for the Collateral
so sold and, in the case of any such failure, such Collateral may again be sold
upon like notice. The Funding Note Indenture Trustee, instead of exercising the
power of sale conferred upon it in the Funding Note Indenture, may proceed by a
suit or suits at law or in equity to foreclose a Security Interest and sell any
Collateral, or any portion thereof, under a judgment or decree of a court or
courts of competent jurisdiction.

     SECTION 14.7   LIMITATION ON DUTIES OF FUNDING NOTE INDENTURE TRUSTEE WITH
RESPECT TO COLLATERAL. Beyond the exercise of reasonable care in the custody
thereof, the Funding Note

                                       78
<Page>

Indenture Trustee shall have no duty as to any portion of the Collateral in its
possession or control or in the possession or control of any agent or bailee or
as to the preservation of rights against prior parties or any other rights
pertaining thereto. The Funding Note Indenture Trustee shall be deemed to have
exercised reasonable care in the custody of the Collateral in its possession if
the Collateral is accorded treatment substantially equal to that which it
accords its own property, and shall not be liable or responsible for any loss or
damage to any of the Collateral, or for any diminution in the value thereof, by
reason of the act or omission of any warehouseman, carrier, forwarding agency,
consignee or other agent or bailee selected by the Funding Note Indenture
Trustee in good faith.

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

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

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

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

                                       79
<Page>

                                                                     EXHIBIT A-1

   Form of Funding Note Related to Secured Medium Term Notes Issued under the
                        Secured Medium Term Notes Program

                                      A1-1
<Page>

                                                                     EXHIBIT A-2

   Form of Funding Note Related to Secured Medium Term Notes Issued under the
                      Allstate Lif(SM) CoreNotes(M) Program

                                      A2-1
<Page>

                                                                       EXHIBIT B

                      FORM OF CERTIFICATE OF AUTHENTICATION

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

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


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


Dated:

                                       B-1