<Page>

                                                                     EXHIBIT 4.9

                           FORM OF GLOBAL SECURITY FOR
                        SECURED MEDIUM TERM NOTES PROGRAM

                            [FACE OF GLOBAL SECURITY]

[IF THE GLOBAL SECURITY IS REGISTERED IN THE NAME OF CEDE & CO., INSERT

UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS NOTE CERTIFICATE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE STANDARD
INDENTURE TERMS HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE &
CO., OR SUCH OTHER NOMINEE OF DTC, OR ANY SUCCESSOR DEPOSITARY ("DEPOSITARY"),
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY. THE NOTES
REPRESENTED BY THIS NOTE CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART
FOR NOTES REGISTERED, AND NO TRANSFER OF THE NOTES REPRESENTED BY THIS NOTE
CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE STANDARD INDENTURE TERMS. EVERY NOTE CERTIFICATE
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE
FOR, OR IN LIEU OF, THIS NOTE CERTIFICATE WILL BE A GLOBAL SECURITY SUBJECT TO
THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.]

                                                           CUSIP No.:

                 ALLSTATE LIFE GLOBAL FUNDING TRUST [   ] - [  ]

                            SECURED MEDIUM TERM NOTES

<Table>
<S>                                                       <C>
Title of Notes:                                           Stated Maturity Date:
Principal Amount: $_____________                          Settlement Date and Time:
         (or principal amount of foreign or composite     Securities Exchange Listing: / / Yes / / No.  If yes,
         currency)                                                 indicate name(s) of Securities Exchange(s):
Original Issue Date:                                               __________________________.
Issue Price:
</Table>

                                        1
<Page>

<Table>
<S>                                                       <C>
Interest Rate or Formula:
Fixed Rate Note: / / Yes / / No. If yes,
         Interest Rate:                                   Floating Rate Note: / / Yes / / No. If yes,
         Interest Payment Dates:                                   Regular Floating Rate Notes: / /
         Day Count Convention:                                     Inverse Floating Rate Notes: / /
         Additional/Other Terms:                                   Floating Rate/Fixed Rate Notes: / /
Amortizing Note: / / Yes / / No. If yes,                           Interest Rate:
         Amortization schedule or formula:                         Interest Rate Basis(es):
         Additional/Other Terms:                                          LIBOR / /
Discount Note: / / Yes / / No. If yes,                                         / / LIBOR Reuters Page:
         Total Amount of Discount:                                             / / LIBOR Telerate Page:
         Initial Accrual Period of Discount:                                   LIBOR Currency:
         Interest Payment Dates:                                          Constant Maturity Treasury Rate / /
         Additional/Other Terms:                                               Designated CMT Telerate Page:
Redemption Provisions: / / Yes / / No. If yes,                                         If Telerate Page 7052:
         Initial Redemption Date:                                                      / / Weekly Average
         Initial Redemption Percentage:                                                / / Monthly Average
         Annual Redemption Percentage Reduction,                               Designated CMT Maturity Index:
                  if any:                                                 CD Rate / /
         Additional/Other Terms:                                          Commercial Paper Rate / /
Repayment Provisions: / / Yes / / No. If yes,                             Federal Funds Rate / /
         Optional Repayment Date(s):                                      Prime Rate / /
         Optional Repayment Price:                                        Treasury Rate / /
         Additional/Other Terms:                                          Eleventh District Cost of Funds Rate / /
Regular Interest Record Date(s):                                          EURIBOR Rate / /
Sinking Fund:                                                             Other / /  See attached.
Specified Currency:                                                Index Maturity:
Exchange Rate Agent:                                               Spread and/or Spread Multiplier, if any:
Calculation Agent:                                                 Initial Interest Rate, if any:
Depositary:                                                        Initial Interest Reset Date:
Authorized Denominations:                                          Interest Reset Dates:
Collateral: Allstate Life Insurance Company                        Interest Determination Date(s):
         Funding Agreement No(s). /  /, all                        Interest Payment Dates:
         proceeds of such Funding Agreement(s), all                Maximum Interest Rate, if any:
         books and records pertaining to such Funding              Minimum Interest Rate, if any:
         Agreement(s) and all rights of the Trust                  Fixed Rate Commencement Date, if any:
         pertaining to the foregoing.                              Fixed Interest Rate, if any:
Additional Amounts to be Paid: / / Yes / / No                      Day Count Convention:
Additional/Other Terms:                                            Additional/Other Terms:
</Table>

     This Note Certificate is a Global Security in respect of a duly authorized
issue of Notes (the "Notes") of the Allstate Life Global Funding Trust
designated above, a statutory trust organized under the laws of the State of
Delaware (the "Trust"). The Notes are issued under the Indenture, dated as of
the date hereof (as amended or supplemented from time to time, the "Indenture")
between the Trust and J.P. Morgan Trust Company, National Association, as
indenture trustee (including any successor, the "Indenture Trustee").
Capitalized terms used

                                        2
<Page>

herein and not otherwise defined shall have the respective meanings ascribed in
the Standard Indenture Terms, dated as of [          ] (as amended or
supplemented from time to time, the "Standard Indenture Terms").

     The Trust, for value received, hereby promises to pay to Cede & Co. or its
registered assigns, on the Stated Maturity Date (or on the date of redemption or
repayment by the Trust prior to maturity pursuant to redemption or repayment
provisions, in each case, if provided for above) the principal amount specified
above and, if so specified above, to pay interest from time to time on the Notes
represented by this Note Certificate from the Original Issue Date specified
above (the "Original Issue Date") or from the most recent Interest Payment Date
to which interest has been paid or duly provided for at the rate per annum
determined in accordance with the provisions on the reverse hereof and as
specified above, until the principal of the Notes represented by this Note
Certificate is paid or made available for payment and to pay such other amounts
due and owing with respect to the Notes represented by this Note Certificate.

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

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

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

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

                                        3
<Page>

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

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

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

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

                                        4
<Page>

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


Dated:  Original Issue Date             THE ALLSTATE LIFE GLOBAL FUNDING TRUST
                                              SPECIFIED ON THE FACE OF THIS NOTE
                                              CERTIFICATE,
                                        as Issuer


                                        By: WILMINGTON TRUST COMPANY,
                                        not in its individual capacity
                                        but solely as Delaware Trustee.

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


                          CERTIFICATE OF AUTHENTICATION

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

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

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

                                        5
<Page>

                          [REVERSE OF GLOBAL SECURITY]

     SECTION 1.  GENERAL. This Note Certificate is a Global Security in respect
of a duly authorized issue of Notes of the Trust. The Notes are issued pursuant
to the Indenture.

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

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

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

     Unless otherwise specified on the face hereof, if the Specified Currency is
other than United States dollars, a beneficial owner hereof which elects to
receive payments of principal, premium, if any, and/or interest, if any, in the
Specified Currency must notify the DTC participant (the "Participant") through
which it owns its interest on or prior to the applicable

                                        6
<Page>

Regular Interest Record Date or at least fifteen calendar days prior to the
Maturity Date, as the case may be, of its election. The applicable Participant
must notify the Depositary of its election on or prior to the third Business Day
after the applicable Regular Interest Record Date or at least twelve calendar
days prior to the Maturity Date, as the case may be, and the Depositary will
notify the Indenture Trustee of that election on or prior to the fifth Business
Day after the applicable Regular Interest Record Date or at least ten calendar
days prior to the Maturity Date, as the case may be. If complete instructions
are received by the Participant from the applicable beneficial owner and
forwarded by the Participant to the Depositary, and by the Depositary to the
Indenture Trustee, on or prior to such dates, then the applicable beneficial
owner will receive payments in the Specified Currency.

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

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

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

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

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

     FIXED RATE NOTES. If the Notes are designated on the face hereof as "Fixed
Rate Notes," the Notes will bear interest from the Original Issue Date until the
Maturity Date. Unless otherwise specified on the face hereof, the rate of
interest payable on the Notes will not be adjusted; unless otherwise specified
on the face hereof, interest will be payable on the Interest Payment Dates set
forth on the face hereof and at the Maturity Date. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. If any Interest Payment
Date or the Maturity Date of Fixed Rate Notes falls on a day that is not a
Business Day, any payments of principal, premium, if any, and/or interest or
other amounts required to be made, may be made

                                        7
<Page>

on the next succeeding Business Day, and no additional interest will accrue in
respect of the payment made on that next succeeding Business Day.

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

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

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

                                        8
<Page>

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

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

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

                                        9
<Page>

     (D)  Unless otherwise specified on the face hereof, all percentages
          resulting from any calculation on Floating Rate Notes will be rounded
          to the nearest one hundred-thousandth of a percentage point, with five
          one-millionths of a percentage point rounded upwards. All dollar
          amounts used in or resulting from any calculation on Floating Rate
          Notes will be rounded, in the case of United States dollars, to the
          nearest cent or, in the case of a foreign currency, to the nearest
          unit (with one-half cent or unit being rounded upwards).

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

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

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

     Subject to applicable provisions of law and except as specified herein, on
each Interest

                                       10
<Page>

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

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

     (B)  CMT RATE NOTES. If the Interest Basis is the CMT Rate, the Notes shall
          be deemed to be "CMT Rate Notes." CMT Rate Notes will bear interest at
          the interest rate calculated with reference to the CMT Rate and the
          Spread or Spread Multiplier, if any. The Calculation Agent will
          determine the CMT Rate on each applicable Interest Determination Date.
          The applicable Interest Determination Date is the second Business Day
          prior to the Interest Reset Date. "CMT Rate"

                                       11
<Page>

          means (1) if CMT Moneyline Telerate Page 7051 is specified on the face
          hereof: (a) the percentage equal to the yield for United States
          Treasury securities at "constant maturity" having the Index Maturity
          specified on the face hereof as published in H.15(519) under the
          caption "Treasury Constant Maturities", as the yield is displayed on
          Moneyline Telerate (or any successor service) on page 7051 (or any
          other page as may replace the specified page on that service)
          ("Moneyline Telerate Page 7051"), for the particular Interest
          Determination Date, or (b) if the rate referred to in clause (a) does
          not so appear on Moneyline Telerate Page 7051, the percentage equal to
          the yield for United States Treasury securities at "constant maturity"
          having the particular Index Maturity and for the particular Interest
          Determination Date as published in H.15(519) under the caption
          "Treasury Constant Maturities", or (c) if the rate referred to in
          clause (b) does not so appear in H.15(519), the rate on the particular
          Interest Determination Date for the period of the particular Index
          Maturity as may then be published by either the Federal Reserve System
          Board of Governors or the United States Department of the Treasury
          that the Calculation Agent determines to be comparable to the rate
          which would otherwise have been published in H.15(519), or (d) if the
          rate referred to in clause (c) is not so published, the rate on the
          particular Interest Determination Date calculated by the Calculation
          Agent as a yield to maturity based on the arithmetic mean of the
          secondary market bid prices at approximately 3:30 P.M., New York City
          time, on that Interest Determination Date of three leading primary
          United States government securities dealers in The City of New York
          (which may include the Agents or their affiliates) (each, a "Reference
          Dealer"), selected by the Calculation Agent from five Reference
          Dealers selected by the Calculation Agent and eliminating the highest
          quotation, or, in the event of equality, one of the highest, and the
          lowest quotation or, in the event of equality, one of the lowest, for
          United States Treasury securities with an original maturity equal to
          the particular Index Maturity, a remaining term to maturity no more
          than one year shorter than that Index Maturity and in a principal
          amount that is representative for a single transaction in the
          securities in that market at that time, or (e) if fewer than five but
          more than two of the prices referred to in clause (d) are provided as
          requested, the rate on the particular Interest Determination Date
          calculated by the Calculation Agent based on the arithmetic mean of
          the bid prices obtained and neither the highest nor the lowest of the
          quotations shall be eliminated, or (f) if fewer than three prices
          referred to in clause (d) are provided as requested, the rate on the
          particular Interest Determination Date calculated by the Calculation
          Agent as a yield to maturity based on the arithmetic mean of the
          secondary market bid prices as of approximately 3:30 P.M., New York
          City time, on that Interest Determination Date of three Reference
          Dealers selected by the Calculation Agent from five Reference Dealers
          selected by the Calculation Agent and eliminating the highest
          quotation or, in the event of equality, one of the highest and the
          lowest quotation or, in the event of equality, one of the lowest, for
          United States Treasury securities with an original maturity greater
          than the particular Index Maturity, a remaining term to maturity
          closest to that Index Maturity and in a principal amount that is
          representative for a single transaction in the securities in that
          market at that time, or (g) if fewer than five but more than

                                       12
<Page>

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

                                       13
<Page>

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

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

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

                                       14
<Page>

          statistical rating organization; PROVIDED, HOWEVER, that if the
          dealers selected by the Calculation Agent are not quoting offered
          rates as mentioned above, the Commercial Paper Rate in effect on the
          particular Interest Determination Date.

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

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

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

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

     (E)  FEDERAL FUNDS RATE NOTES. If the Interest Rate Basis is the Federal
          Funds Rate, the Notes shall be deemed to be "Federal Funds Rate
          Notes." Federal Funds Rate Notes will bear interest for each Interest
          Reset Date at the interest rate calculated with reference to the
          Federal Funds Rate and the Spread or Spread Multiplier, if any. The
          Calculation Agent will determine the Federal Funds Rate on each
          applicable Interest Determination Date. The Interest Determination
          Date is the

                                       15
<Page>

          Business Day immediately preceding the related Interest Reset Date.
          "Federal Funds Rate" means (1) the rate on the particular Interest
          Determination Date for United States dollar federal funds as published
          in H.15(519) under the caption "Federal Funds (Effective)" and
          displayed on Moneyline Telerate (or any successor service) on page 120
          (or any other page as may replace the specified page on that service)
          ("Moneyline Telerate Page 120"), or (2) if the rate referred to in
          clause (1) does not so appear on Moneyline Telerate Page 120 or is not
          so published by 3:00 P.M., New York City time, on the related
          Calculation Date, the rate on the particular Interest Determination
          Date for United States dollar federal funds as published in H.15 Daily
          Update, or such other recognized electronic source used for the
          purpose of displaying the applicable rate, under the caption "Federal
          Funds (Effective)", or (3) if the rate referred to in clause (2) is
          not so published by 3:00 P.M., New York City time, on the related
          Calculation Date, the rate on the particular Interest Determination
          Date calculated by the Calculation Agent as the arithmetic mean of the
          rates for the last transaction in overnight United States dollar
          federal funds arranged by three leading brokers of United States
          dollar federal funds transactions in The City of New York (which may
          include the Agents or their affiliates), selected by the Calculation
          Agent prior to 9:00 A.M., New York City time, on that Interest
          Determination Date, or (4) if the brokers so selected by the
          Calculation Agent are not quoting as mentioned in clause (3), the
          Federal Funds Rate in effect on the particular Interest Determination
          Date.

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

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

                                       16
<Page>

               as specified in clause (1) or (2), as applicable, the rate
               calculated by the Calculation Agent of at least two offered
               quotations obtained by the Calculation Agent after requesting the
               principal London offices of each of four major reference banks
               (which may include affiliates of the Agents), in the London
               interbank market to provide the Calculation Agent with its
               offered quotation for deposits in the LIBOR Currency for the
               period of the particular Index Maturity, commencing on the
               related Interest Reset Date, to prime banks in the London
               interbank market at approximately 11:00 A.M., London time, on
               that Interest Determination Date and in a principal amount that
               is representative for a single transaction in the LIBOR Currency
               in that market at that time, or (4) if fewer than two offered
               quotations referred to in clause (3) are provided as requested,
               the rate calculated by the Calculation Agent as the arithmetic
               mean of the rates quoted at approximately 11:00 A.M., in the
               applicable Principal Financial Center, on the particular Interest
               Determination Date by three major banks (which may include
               affiliates of the Agents), in that Principal Financial Center
               selected by the Calculation Agent for loans in the LIBOR Currency
               to leading European banks, having the particular Index Maturity
               and in a principal amount that is representative for a single
               transaction in the LIBOR Currency in that market at that time, or
               (5) if the banks so selected by the Calculation Agent are not
               quoting as mentioned in clause (4), LIBOR in effect on the
               particular Interest Determination Date.

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

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

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

     (G)  EURIBOR RATE NOTES. If the Interest Rate Basis is EURIBOR (as defined
          below), the Notes shall be deemed to be "EURIBOR Notes." EURIBOR Notes
          will bear interest at the rates (calculated with references to the
          European inter-bank offered rate for deposits in Euro, or "EURIBOR",
          and the Spread and/or

                                       17
<Page>

          Spread Multiplier, if any) specified on the face hereof.

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

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

     (H)  PRIME RATE NOTES. If the Interest Rate Basis is the Prime Rate, the
          Notes shall be

                                       18
<Page>

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

     (I)  TREASURY RATE NOTES. If the Interest Rate Basis is the Treasury Rate,
          the Notes shall be deemed to be "Treasury Rate Notes." Treasury Rate
          Notes will bear interest for each Interest Reset Date at the interest
          rate calculated with reference to the Treasury Rate and the Spread or
          Spread Multiplier, if any. The Calculation Agent will determine the
          Treasury Rate on each Treasury Rate Determination Date (as defined
          below). "Treasury Rate" means (1) the rate from the auction held on
          the Treasury Rate Interest Determination Date (the "Auction") of
          direct obligations of the United States ("Treasury Bills") having the
          Index Maturity specified on the face hereof under the caption
          "INVESTMENT RATE" on the display on Moneyline Telerate (or any
          successor service) on page 56 (or any other page as may replace that
          page on that service) ("Moneyline Telerate Page 56") or page 57 (or
          any other page as may replace that page on that service) ("Moneyline
          Telerate Page 57"), or (2) if the rate referred to in clause (1) is
          not so published by

                                       19
<Page>

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

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

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

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

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

                                       20
<Page>

               PROVIDED, HOWEVER, that if an auction is held on the Friday of
               the week preceding the related Interest Reset Date, the Interest
               Determination Date will be the preceding Friday.

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

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

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

     SECTION 4.  OPTIONAL REDEMPTION. Except in the case of Discount Notes, if
an Initial Redemption Date is specified on the face hereof, the Trust may redeem
the Notes prior to the Stated Maturity Date at its option on any Business Day on
or 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 specified on the face hereof (provided that any remaining principal

                                       21
<Page>

amount of the Notes shall be at least $1,000 or other minimum authorized
denomination applicable thereto), at the applicable Redemption Price (as defined
below), together with unpaid interest accrued on the Notes, any Additional
Amounts and other amounts payable with respect thereto to the date of
redemption. The Trust must give written notice to the Holders of the Notes to be
redeemed at its option not more than 60 nor less than 30 calendar days prior to
the date of redemption. "Redemption Price" means an amount equal to the Initial
Redemption Percentage specified on the face hereof (as adjusted by the Annual
Redemption Percentage Reduction, if applicable) multiplied by the unpaid
principal amount of Notes represented by this Note Certificate to be redeemed.
The Initial Redemption Percentage, if any, shall decline at each anniversary of
the Initial Redemption Date by an amount equal to the applicable Annual
Redemption Percentage Reduction, if any, until the Redemption Price is equal to
100% of the unpaid amount thereof to be redeemed.

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

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

     SECTION 7.  REGISTRATION, TRANSFER AND EXCHANGE. As provided in the
Standard Indenture Terms and subject to certain limitations therein and herein
set forth, the transfer of the Notes represented by this Note Certificate is
registrable in the records of J.P. Morgan Trust Company, National Association,
in its capacity as registrar. Upon surrender of this Note Certificate for
registration of transfer at the office or agency of the Trust in any place where
the principal of and interest on the Notes are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trust and the registrar duly executed by, the Holder or by his or her attorney
duly authorized in writing, and thereupon one or more new Note Certificates
having the same terms and provisions, in authorized denominations and for the
same aggregate principal amount, will be issued by the Trust to the designated
transferee or transferees.

     As provided in the Standard Indenture Terms and subject to certain
limitations therein

                                       22
<Page>

and herein set forth, the Notes represented by this Note Certificate are
exchangeable for a like aggregate principal amount of Notes in authorized
denominations but otherwise having the same terms and provisions, as requested
by the Holder of this Note Certificate surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Trust or Indenture Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

     Prior to due presentment of this Note Certificate for registration of
transfer, the Trust, the Indenture Trustee and any agent of the Trust or the
Indenture Trustee may treat the Holder as the owner of the Notes for all
purposes, including receiving payment of principal of and interest on the Notes,
whether or not the Notes be overdue, and neither the Trust, the Indenture
Trustee nor any such agent shall be affected by notice to the contrary, except
as required by law.

     SECTION 8.  CERTIFICATED NOTES. Under certain circumstances described in
the Standard Indenture Terms, the Trust will issue Certificated Notes in
exchange for the Book-Entry Notes represented by a Global Security. The
Certificated Notes issued in exchange for any Book-Entry Notes represented by a
Global Security shall be of like tenor and of an equal aggregate principal
amount, in authorized denominations. Such Certificated Notes shall be registered
in the name or names of such person or persons as the Depositary shall instruct
the Registrar.

     SECTION 9.  MODIFICATIONS AND AMENDMENTS. Sections [9.1 and 9.2] of the
Standard Indenture Terms contain provisions permitting the Trust and the
Indenture Trustee (1) without the consent of any Holder, to execute Supplemental
Indentures for limited purposes and take other actions set forth in the Standard
Indenture Terms, and (2) with the consent of the Holders of not less than
66 2/3% in aggregate principal amount of Notes at the time outstanding,
evidenced as in the Standard Indenture Terms, to execute Supplemental Indentures
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or any Supplemental Indenture or modifying in any
manner the rights of the Holders of the Notes subject to specified limitations.

     SECTION 10. OBLIGATIONS UNCONDITIONAL. No reference herein to the Indenture
or to the Standard Indenture Terms and no provision of the Notes or of the
Indenture shall alter or impair the obligation of the Trust, which is absolute
and unconditional, to pay the principal of, interest on, or any other amount due
and owing with respect to, the Notes at the places, at the respective times, at
the rate, and in the coin or currency, herein prescribed.

     SECTION 11. COLLATERAL. Pursuant to the Indenture, the Trust will assign
the relevant Funding Agreement(s) issued by Allstate Life Insurance Company
("Allstate Life") in connection with the issuance of the Notes (each, a "Funding
Agreement") to the Indenture Trustee on behalf of the holders of the Notes. The
Notes will be secured by a first priority perfected security interest in the
Collateral described on the face hereof (the "Collateral") in favor of the
Indenture Trustee and the other persons identified in the Standard Indenture
Terms.

     SECTION 12. SECURITY; LIMITED RECOURSE. The Notes are solely the
obligations of the Trust, and will not be guaranteed by any person, including
but not limited to Allstate Life,

                                       23
<Page>

Allstate Life Global Funding, any Agent, the Trust Beneficial Owner, the
Delaware Trustee, the Indenture Trustee or any of their affiliates. The Trust's
obligations under the Notes will be secured by all of the Trust's rights and
title in one or more Funding Agreement(s) issued by Allstate Life and other
rights and assets included in the applicable Collateral. The Holder of the Notes
has no direct contractual rights against Allstate Life under the Funding
Agreement(s). Under the terms of each Funding Agreement, recourse rights to
Allstate Life will belong to the Trust, its successors and permitted assignees.
The Trust has pledged, collaterally assigned and granted a first priority
perfected security interest in the Collateral for the Notes to the Indenture
Trustee on behalf of the Holders of the Notes and the other persons identified
in the Standard Indenture Terms. Recourse to Allstate Life under each Funding
Agreement will be enforceable only by the Indenture Trustee as a secured party
on behalf of the Holders of Notes and the other persons identified in the
Standard Indenture Terms.

     SECTION 13. EVENTS OF DEFAULT. In case an Event of Default, as defined in
the Standard Indenture Terms, shall have occurred and be continuing, the
principal of the Notes may be declared, and upon such declaration shall become,
due and payable in the manner, with the effect and subject to the conditions
provided in the Indenture. If the Notes are Discount Notes, the amount of
principal of the Notes that becomes due and payable upon such acceleration shall
be equal to the amount calculated as set forth in Section 3 hereof.

     SECTION 14. WITHHOLDING; ADDITIONAL AMOUNTS; TAX EVENT. All amounts due in
respect of the Notes will be made without withholding or deduction for or on
account of any present or future taxes, duties, levies, assessments or other
governmental charges of whatever nature imposed or levied by or on behalf of any
governmental authority in the United States having the power to tax payments on
the Notes unless the withholding or deduction is required by law. Unless
otherwise specified on the face hereof, the Trust will not pay any additional
amounts ("Additional Amounts") to Holders of the Notes in the event that any
withholding or deduction is so required by law, regulation or official
interpretation thereof, and the imposition of a requirement to make any such
withholding or deduction will not give rise to any independent right or
obligation to redeem the Notes. If the Trust is required to pay Additional
Amounts pursuant to Section [3.1(c)] of the Standard Indenture Terms and unless
otherwise specified herein, the Trust shall give a notice of redemption to each
Holder of the Notes to be redeemed not more than 75 days nor less than 30 days
prior to the Redemption Date; provided that no such notice of redemption may be
given earlier than 90 days prior to the earliest day on which the Trust would
become obligated to pay the applicable Additional Amounts were a payment in
respect of the Notes then due. Failure to give such notice to the Holder of any
Note designated for redemption in whole or in part, or any defect in the notice
to any such Holder, shall not affect the validity of the proceedings for the
redemption of any other Note or any portion thereof. "Tax Event" means that the
Trust shall have become required at any time to pay Additional Amounts or if the
Trust is obligated to withhold or deduct any United States taxes with respect to
any payment under the Notes or if there is a material probability that the Trust
will become obligated to withhold or deduct any such United States taxes or
otherwise pay Additional Amounts (in the opinion of independent legal counsel
selected by Allstate Life), 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, Allstate Life's or the
Trust's receipt of a written adjustment from the Internal Revenue Service in
connection with an audit).

                                       24
<Page>

     SECTION 15. LISTING. Unless otherwise specified on the face hereof, the
Notes will not be listed on any securities exchange.

     SECTION 16. NO RECOURSE AGAINST CERTAIN PERSONS. No recourse shall be had
for the payment of the principal of or the interest on the Notes, or for any
claim based hereon, or otherwise in respect thereof, or based on or in respect
of the Indenture or any Supplemental Indenture, against the Nonrecourse Parties,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such personal
liability being, by the acceptance of any Notes and as part of the consideration
for issue of the Notes, expressly waived and released.

     SECTION 2.  GOVERNING LAW. The Notes shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                       25
<Page>

                                                                         Annex A

                            OPTION TO ELECT REPAYMENT

     The undersigned beneficial owner of the Notes hereby irrevocably elects to
have the Trust repay the principal amount of the Notes or portion hereof at the
optional repayment price in accordance with the terms of the Notes.

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

                                            Fill in for registration of Notes if
                                            to be issued otherwise than to the
                                            registered Holder:

     Principal amount to be repaid,
     if amount to be repaid is less
     than the principal amount of the
     Notes represented by this Note
     Certificate (principal amount
     remaining must be an authorized
     denomination)

     $________________________________
                                            Name:
                                                     ------------------------

                                            Address:
                                                     ------------------------


                                                     -------------------------
                                                     (Please print name and
                                                     address including zip code)


                   Social Security or Other Taxpayer ID Number

                                       A-1
<Page>

                                                                      Schedule I

                               AMORTIZATION TABLE

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

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

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

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

                                       I-1