<Page>

                                                                    EXHIBIT 4.11

                           FORM OF GLOBAL SECURITY FOR
                     ALLSTATE LIFE(SM) CORENOTES(SM) PROGRAM

                            [FACE OF GLOBAL SECURITY]

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 [    ] - [  ]

                         ALLSTATE LIFE(SM) CORENOTES(SM)

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

"Allstate Life(SM)" is a registered servicemark of Allstate Insurance Company.
"CoreNotes(SM)" is a registered servicemark of Merrill Lynch & Co., Inc.

                                        1
<Page>

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

                                        2
<Page>

     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.

     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

                                        3
<Page>

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, premium, if any, and/or interest, if any, will be made in U.S.
dollars.

     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 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 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.

     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

                                        6
<Page>

Floating Rate Note may be a CD Rate Note, CMT Rate Note, Commercial Paper Rate
Note, Federal Funds Rate Note, LIBOR 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 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.

     (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, (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 Federal Funds Rate, LIBOR or
          the Prime Rate is an applicable Interest Rate Basis (as defined
          below), 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

                                        7
<Page>

          below). "Calculation Date" means the date by which the Calculation
          Agent designated on the face hereof, is to calculate the interest rate
          which will be the earlier of (1) the tenth calendar day after the
          particular Interest Determination Date or, if such day is not a
          Business Day, the next succeeding Business Day; or (2) the Business
          Day immediately preceding the applicable Interest Payment Date or the
          Maturity Date, as the case may be.

     (D)  Unless otherwise specified on the face hereof, all percentages
          resulting from any calculation on 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 to the nearest cent.

     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

                                        8
<Page>

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 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

                                        9
<Page>

          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" 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

                                       10
<Page>

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

                                       11
<Page>

          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 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.,

                                       12
<Page>

          New York City time, on that Interest Determination Date of three
          leading dealers of United States dollar commercial paper in The City
          of New York (which may include the Agents or their affiliates)
          selected by the Calculation Agent for commercial paper having the
          particular Index Maturity placed for industrial issuers whose bond
          rating is "Aa", or the equivalent, from a nationally recognized
          statistical rating organization; PROVIDED, HOWEVER, that if the
          dealers selected by the Calculation Agent are not quoting offered
          rates as mentioned above, the Commercial Paper Rate in effect on the
          particular Interest Determination Date.

               "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)  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 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.

                                       13
<Page>

     (E)  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 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.

                                       14
<Page>

               "LIBOR Currency" means 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.

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

                                       15
<Page>

          that page on that service) for the purpose of displaying prime rates
          or base lending rates of major United States banks.

     (G)  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 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)

                                       16
<Page>

               calculated in accordance with the following formula:

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

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

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

     (H)  REGULAR FLOATING RATE NOTES. Unless the Notes are designated as
          Floating Rate/Fixed 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.

     (I)  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.

                                       17
<Page>

     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
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. REPAYMENT PROVISIONS.

     If the face of this Note Certificate specifies that "Survivor's Option" (as
defined below) applies, the person (the "Authorized Representative") who has
legal authority to act on behalf of the estate of the deceased owner of a
beneficial interest in the Notes represented hereby shall have the option to
elect repayment of the Notes 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), following the death of such beneficial owner (a "Survivor's
Option"). No Survivor's Option may be exercised unless such beneficial interest
was held by the beneficial owner for a period of at least six months prior to
the death of the beneficial owner.

     Pursuant to the valid exercise of the Survivor's Option, if applicable, the
Trust shall repay the Notes represented hereby (or portion thereof) at a price
equal to 100% of the unpaid principal amount of the Notes to be repaid, together
with unpaid interest accrued thereon to, but excluding, the Repayment Date,
subject to the limitations in the next succeeding sentence. Allstate Life
Insurance Company ("Allstate Life") may, in its sole discretion, limit the
aggregate principal amount of (i) all Funding Agreements securing all
outstanding series of notes issued under the Allstate Life(SM) CoreNotes(SM)
program as to which exercises of any put option by any issuing trust shall be
accepted by Allstate Life in any calendar year to an amount equal to the greater
of $2,000,000 or 2% of the aggregate principal amount of all Funding Agreements
securing all outstanding series of notes issued under the Allstate Life(SM)
CoreNotes(SM) program as of the end of the most recent calendar year or such
other greater amount as determined in accordance with the applicable Funding
Agreement(s) and set forth on the face hereof; (ii) the Funding Agreement(s)
securing the Notes as to which exercises of any put option by the Trust
attributable to Notes as to which the Survivor's Option has been exercised by
the Authorized Representative of any individual deceased beneficial owner to
$250,000 in any calendar year or such other greater amount as determined in
accordance with the applicable Funding Agreement(s) and set forth on the face
hereof; and (iii) the Funding Agreement(s) securing the Notes as to which

                                       18
<Page>

exercises of any put option by the Trust shall be accepted in any calendar year
to an amount as set forth in the applicable Funding Agreement(s) and on the face
hereof.

     In any such event, the Trust shall similarly be required to limit the
aggregate principal amount of Notes as to which exercises of the Survivor's
Option shall be accepted by it.

     Each election to exercise the Survivor's Option shall be effected in the
order received by the Administrator. Notes that are not repaid in any calendar
year due to the application of the limits described above will be treated as
though they had been tendered on the first day of the following calendar year in
the order in which they were originally tendered. Subject to the limitations
described above, Notes accepted for repayment will be repaid on the first
interest payment date that occurs 20 or more calendar days after the date of the
acceptance unless that interest payment date is not a Business Day, in which
case the repayment date will be the next succeeding Business Day.

     To exercise the Survivor's Option, the Authorized Representative must
provide to the DTC participant (the "Participant") through which the relevant
beneficial interest is owned (i) a written instruction to notify the Depositary
of the Authorized Representative's desire to exercise the Survivor's Option,
(ii) appropriate evidence (A) that the person has authority to act on behalf of
the deceased owner, (B) of the death of a owner of beneficial interest in the
Notes represented hereby, (C) that the deceased was the beneficial owner of the
Notes at the time of death and (D) that the deceased was the owner of a
beneficial interest in the Notes represented hereby at least six months prior to
the date of death of such beneficial owner, (iii) if beneficial interest in the
Notes represented hereby is held by a nominee of the deceased owner, a
certificate from the nominee attesting to the deceased owner's ownership of a
beneficial interest in the Notes represented hereby, (iv) a written request for
repayment, substantially in the form of the attached Election Repayment Form",
signed by the Authorized Representative for the deceased owner with signature
guaranteed by a member firm of a registered national securities exchange or of
the National Association of Securities Dealers, Inc. or a commercial bank or
trust company having an office or correspondent in the United States, (v) if
applicable, a properly executed assignment or endorsement, (vi) tax waivers and
any other instruments or documents reasonably required to establish the validity
of the deceased's beneficial ownership in the Notes and the Authorized
Representative's entitlement to payment and (vii) any additional information
reasonably required to document ownership or authority to exercise the
Survivor's Option and to cause the repayment of the Notes (or portion thereof).
Such Participant shall provide to the Indenture Trustee a properly completed
Repayment Election Form, which is attached hereto as Annex A, to exercise the
Survivor's Option, together with evidence satisfactory to the Indenture Trustee
from the Participant stating that it represents the deceased owner of the
beneficial interest in the Notes represented hereby.

     Subject to Allstate Life's right hereunder to limit the aggregate principal
amount of Funding Agreements securing notes as to which exercises of any put
option by the issuing trusts attributable to notes as to which exercises of the
Survivor's Option shall be accepted in any one calendar year, all questions as
to the eligibility or validity of any exercise of the Survivor's Option will be
determined by the Administrator, in its sole discretion. The Administrator's
determination shall be final and binding.

                                       19
<Page>

     The death of a person owning a Note or beneficial interest therein in joint
tenancy or tenancy by the entirety with another person or persons shall be
deemed to be the death of the Holder or beneficial owner, as the case may be, of
such Note, and the entire principal amount of such Note or beneficial interest
therein shall be eligible for repayment pursuant to the Survivor's Option. The
death of a person owning a Note or beneficial interest therein by tenancy in
common shall be deemed to be the death of the Holder or beneficial owner, as the
case may be, of such Note only to the extent of the interest of the deceased
Holder or beneficial owner in such Note unless such Note or beneficial interest
therein is held by husband and wife as tenants in common, in which case, the
death of either spouse shall be deemed to be the death of the Holder or
beneficial owner, as the case may be, of such Note, and the entire principal
amount of such Note or beneficial interest therein shall be eligible for
repayment pursuant to the Survivor's Option.

     The death of a person who, during his or her lifetime, was entitled to
substantially all of the interests of beneficial ownership of a Note shall be
deemed to be the death of the Holder or beneficial owner, as the case may be, of
such Note if such interests can be established to the satisfaction of the
Administrator.

     In the event of repayment of the Notes in part only, a new Note Certificate
of like tenor in a principal amount equal to the unrepaid portion of principal
of Notes represented by this Note Certificate and otherwise having the same
terms and provisions as the Notes shall be issued by the Trust in the name of
the Holder of this Note Certificate upon the presentation and surrender of this
Note Certificate.

     SECTION 6. SINKING FUND. Unless otherwise specified on the face hereof, the
Notes will not be subject to any sinking fund.

     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 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.

                                       20
<Page>

     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 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, and
at the rate herein prescribed.

     SECTION 11. COLLATERAL. Pursuant to the Indenture, the Trust will assign
the relevant Funding Agreement(s) issued by 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, 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

                                       21
<Page>

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 on 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.

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

                                       22
<Page>

                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this Note Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM   - as tenants in common           UNIF GIFT MIN  ______Custodian______
                                           ACT            (Cust)         (Minor)
TEN ENT   - as tenants by the entireties
JT TEN    - as joint tenants with right of                under Uniform Gifts to
            survivorship and not as                       Minors Act
            tenants                                       ______________________
            in common                                         (State)
CUST      - custodian

          Additional abbreviations may also be used though not in the above
list.


                                 ASSIGNMENT FORM

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto Please Insert Social Security or

Other Identifying Number of Assignee

________________________________________


________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

________________________________________________________________________________
________________________________________________________________________________
the within Security of THE ALLSTATE LIFE GLOBAL FUNDING TRUST SPECIFIED ON THE
FACE OF THIS NOTE CERTIFICATE and does hereby irrevocably constitute and appoint
__________________________________________________ attorney to transfer said
Security on the books of the Issuer, with full power of substitution in the
premises.

Dated:
      ------------------------                ----------------------------------

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

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatsoever.

                                       23
<Page>

                                                                         Annex A


                             REPAYMENT ELECTION FORM

                          ALLSTATE LIFE GLOBAL FUNDING

                         ALLSTATE LIFE(SM) CORENOTES(SM)

                                    CUSIP No.

To: [Name of Trust]

     The undersigned financial institution (the "Financial Institution")
represents the following:

     -    The Financial Institution has received a request for repayment from
          the executor or other authorized representative (the "Authorized
          Representative") of the deceased beneficial owner listed below (the
          "Deceased Beneficial Owner") of Allstate Life(SM) CoreNotes(SM)
          (CUSIP No.     ) (the "Notes").

     -    At the time of his or her death, the Deceased Beneficial Owner owned
          Notes in the principal amount listed below.

     -    The Deceased Beneficial Owner acquired the Notes at least six (6)
          months before the date of death of such Deceased Beneficial Owner.

     -    The Financial Institution currently holds such Notes as a direct or
          indirect participant in The Depository Trust Company (the
          "Depositary").

     The Financial Institution agrees to the following terms:

     -    The Financial Institution shall follow the instructions (the
          "Instructions") accompanying this Repayment Election Form (this
          "Form").

     -    The Financial Institution shall make all records specified in the
          Instructions supporting the above representations available to J.P.
          Morgan Trust Company, National Association (the "Trustee") or [Name of
          Trust] (the "Trust") for inspection and review within five Business
          Days of the Indenture Trustee's or the Trust's request.

     -    If the Financial Institution, the Indenture Trustee or the Trust, in
          any such party's reasonable discretion, deems any of the records
          specified in the Instructions supporting the above representations
          unsatisfactory to substantiate a claim for repayment, the Financial
          Institution shall not be obligated to submit this Form, and the
          Indenture Trustee or the Trust may deny repayment. If the Financial
          Institution cannot substantiate a claim for repayment, it shall notify
          the Indenture Trustee and the Trust immediately.

                                       A-1
<Page>

     -    Repayment elections may not be withdrawn.

     -    The Financial Institution agrees to indemnify and hold harmless the
          Indenture Trustee and the Trust against and from any and all claims,
          liabilities, costs, losses, expenses, suits and damages resulting from
          the Financial Institution's above representations and request for
          repayment on behalf of the Authorized Representative.

     -    The Notes will be repaid on the first Interest Payment Date to occur
          at least 20 calendar days after the date of acceptance of the Notes
          for repayment, unless such date is not a business day, in which case
          the date of repayment shall be the next succeeding business day.

     -    Subject to Allstate Life's right hereunder to limit the aggregate
          principal amount of Funding Agreements securing notes as to which
          exercises of any put option by the issuing trusts attributable to
          notes as to which exercises of the Survivor's Option shall be accepted
          in any one calendar year, all questions as to the eligibility or
          validity of any exercise of the survivor's option will be determined
          by the Indenture Trustee, in its sole discretion, which determination
          shall be final and binding on all parties.

                                REPAYMENT ELECTION FORM
       (1)
      -------------------------------------------------------------------------
                           Name of Deceased Beneficial Owner
       (2)
      -------------------------------------------------------------------------
                                     Date of Death
       (3)
      -------------------------------------------------------------------------
                Name of Authorized Representative Requesting Repayment
       (4)
      -------------------------------------------------------------------------
                  Name of Financial Institution Requesting Repayment
       (5)
      -------------------------------------------------------------------------
            Signature of Authorized Representative of Financial Institution
                                 Requesting Repayment
       (6)
      -------------------------------------------------------------------------
                          Principal Amount of Requested Repayment
       (7)
      -------------------------------------------------------------------------
                                   Date of Election

       (8) Financial Institution            (9) Wire instructions for payment:
       Representative:         Name:            Bank Name:
           Phone Number:                        ABA Number:
           Fax Number:                          Account Name:
           Mailing Address (no P.O. Boxes):     Account Number:
                                                Reference (optional):
      -------------------------------------------------------------------------

     TO BE COMPLETED BY THE INDENTURE TRUSTEE:

                                       A-2
<Page>

(A)       Election Number*:

(B)       Delivery and Payment Date:

(C)       Principal Amount:

(D)       Accrued Interest:

(E)       Date of Receipt of Form by the Indenture Trustee:

(F)       Date of Acknowledgment by the Indenture Trustee:

----------
*    To be assigned by the Indenture Trustee upon receipt of this Form. An
     acknowledgement, in the form of a copy of this document with the assigned
     Election Number, will be returned to the party and location designated in
     item (8) above.

                                       A-3
<Page>

       INSTRUCTIONS FOR COMPLETING REPAYMENT ELECTION FORM AND EXERCISING
                                REPAYMENT OPTION

          Capitalized terms used and not defined herein have the meanings
defined in the accompanying Repayment Election Form.

1.   Collect and retain for a period of at least three years (1) satisfactory
     evidence of the authority of the Authorized Representative, (2)
     satisfactory evidence of death of the Deceased Beneficial Owner, (3)
     satisfactory evidence that the Deceased Beneficial Owner beneficially
     owned, at the time of his or her death, the Notes being submitted for
     repayment, (4) satisfactory evidence that the Notes being submitted for
     repayment were acquired by the Deceased Beneficial Owner at least six (6)
     months before the date of the death of such Deceased Beneficial Owner, and
     (5) any necessary tax waivers. For purposes of determining whether the
     Notes will be deemed beneficially owned by an individual at any given time,
     the following rules shall apply:

          -    If a Note (or a portion thereof) is beneficially owned by tenants
               by the entirety or joint tenants, the Note (or relevant portion
               thereof) will be regarded as beneficially owned by a single
               owner. Accordingly, the death of a tenant by the entirety or
               joint tenant will be deemed the death of the beneficial owner and
               the entire principal amount so owned will become eligible for
               repayment.

          -    The death of a person beneficially owning a Note (or a portion
               thereof) by tenancy in common will be deemed the death of the
               beneficial owner only with respect to the deceased owner's
               interest in the Note (or relevant portion thereof) so owned,
               unless a husband and wife are the tenants in common, in which
               case the death of either will be deemed the death of the
               beneficial owner and the entire principal amount so owned will be
               eligible for repayment.

          -    A Note (or a portion thereof) beneficially owned by a trust will
               be regarded as beneficially owned by each beneficiary of the
               trust to the extent of that beneficiary's interest in the trust
               (however, a trust's beneficiaries collectively cannot be
               beneficial owners of more Notes than are owned by the trust). The
               death of a beneficiary of a trust will be deemed the death of the
               beneficial owner of the Notes (or relevant portion thereof)
               beneficially owned by the trust to the extent of that
               beneficiary's interest in the trust. The death of an individual
               who was a tenant by the entirety or joint tenant in a tenancy
               which is the beneficiary of a trust will be deemed the death of
               the beneficiary of the trust. The death of an individual who was
               a tenant in common in a tenancy which is the beneficiary of a
               trust will be deemed the death of the beneficiary of the trust
               only with respect to the deceased holder's beneficial interest in
               the Note, unless a husband and wife are the tenants in common, in
               which case the death of either will be deemed the death of the
               beneficiary of the trust.

          -    The death of a person who, during his or her lifetime, was
               entitled to substantially all of the beneficial interest in a
               Note (or a portion thereof) will be deemed the death of the
               beneficial owner of that Note (or relevant portion thereof),
               regardless of the registration of ownership, if such beneficial
               interest can be established to the satisfaction of the Indenture
               Trustee. Such beneficial interest will exist in many cases of
               street name or nominee ownership, custodial arrangements,
               ownership by a trustee, ownership under the Uniform Transfers of
               Gifts to Minors Act and community property or other joint
               ownership arrangements between spouses. Beneficial interest will
               be evidenced by such factors as the power to sell or otherwise
               dispose of a Note, the right to receive the proceeds of sale or
               disposition and the right to receive interest and principal
               payments on a Note.

2.   Indicate the name of the Deceased Beneficial Owner on line (1).

                                       A-4
<Page>

3.   Indicate the date of death of the Deceased Beneficial Owner on line (2).

4.   Indicate the name of the Authorized Representative requesting repayment on
     line (3).

5.   Indicate the name of the Financial Institution requesting repayment on line
     (4).

6.   Affix the authorized signature of the Financial Institution's
     representative on line (5). THE SIGNATURE MUST BE MEDALLION SIGNATURE
     GUARANTEED.

7.   Indicate the principal amount of Notes to be repaid on line (6).

8.   Indicate the date this Form was completed on line (7).

9.   Indicate the name, mailing address (no P.O. boxes, please), telephone
     number and facsimile-transmission number of the party to whom the
     acknowledgment of this election may be sent in item (8).

10.  Indicate the wire instruction for payment on line (9).

11.  Leave lines (A), (B), (C), (D), (E) and (F) blank.

12.  Mail or otherwise deliver an original copy of the completed Form to:

                 J.P. Morgan Trust Company, National Association
                            [201 North Central Avenue
                             Phoenix, Arizona 85004]

13.  FACSIMILE TRANSMISSIONS OF THE REPAYMENT ELECTION FORM WILL NOT BE
     ACCEPTED.

14.  If the acknowledgement of the Indenture Trustee's receipt of this Form,
     including the assigned Election Number, is not received within 10 days of
     the date such information is sent to the Trustee, contact the Trustee at
     J.P. Morgan Trust Company, National Association, [201 North Central Avenue,
     Phoenix, Arizona 85004].

15.  For assistance with this Form or any questions relating thereto, please
     contact the Trustee at J.P. Morgan Trust Company, National Association,
     [201 North Central Avenue, Phoenix, Arizona 85004].

                                       A-5
<Page>

                                                                      Schedule I


                                       I-1