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                                                                    Exhibit 10.1

                         ALLSTATE LIFE INSURANCE COMPANY

                                FUNDING AGREEMENT

                                   [FA: 00000]

       ALLSTATE LIFE INSURANCE COMPANY, an Illinois insurance company ("Allstate
       Life"), agrees to establish a Funding Account as specified in this
       agreement (this "Agreement") for [ ], (the "Owner", which term shall
       include its permissible successors and assignees).

       This Agreement is issued pursuant to an application (the "Application")
       by the Owner, a copy of which is attached to and made a part of this
       Agreement.

       This Agreement is issued in and is subject to the laws of the State of
       Illinois.

       This Agreement is executed by Allstate Life at its principal offices
       located at Northbrook, Illinois on [signing date], to take effect as of
       such date (the "Effective Date").

1.     Deposit Amounts

       Allstate Life agrees to accept, and the Owner agrees to pay or cause to
       be paid to Allstate Life, [on] [within [ ] days of] the Effective Date
       the amount (the "Deposit Amount") identified in the Funding Agreement
       Pricing Annex ("Annex") attached hereto.

2.     Funding Account

       Upon receipt of the Deposit Amount, Allstate Life will establish an
       account in the name of the Owner on its books and records (the "Funding
       Account") and credit such account with an amount equal to the Principal
       Amount (as identified in the Annex). Allstate Life is neither a trustee
       nor a fiduciary with respect to the Funding Account. All assets credited
       to the Funding Account shall be the exclusive property of Allstate Life
       and Allstate Life shall have the sole rights to control, manage and
       administer such assets. Allstate Life may commingle such assets with its
       other general account assets.

       Allstate Life shall calculate and credit interest to the Funding Account
       in accordance with the terms set forth in the Annex. At the end of any
       day, the balance of the Funding Account (the "Funding Account Balance")
       shall be equal to the Principal Amount, plus any accrued interest, less
       any amounts previously withdrawn pursuant to the terms hereof.

3.     Entire Agreement

       This Agreement (including the Annex) and the Application constitute the
       entire contract between Allstate Life and the Owner with respect to the
       subject matter hereof


[FA:0205N01]                                    [Internal Identification Number]

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       except for additional terms, if any, regarding any transfers or
       assignments hereof made in accordance with Section 5.

4.     Representations and Warranties

       Each party hereto represents and warrants to the other that as of the
       date hereof:

       (i)    it has the power to enter into this Agreement and to consummate
              the transactions contemplated hereby;

       (ii)   this Agreement has been duly authorized, executed and delivered by
              the representing party;

       (iii)  assuming the due authorization, execution and delivery of this
              Agreement by the other party, this Agreement constitutes a legal,
              valid and binding obligation of the representing party; and

       (iv)   this Agreement is enforceable in accordance with the terms hereof,
              subject to applicable bankruptcy, insolvency and similar laws
              affecting creditors' rights and subject as to enforceability to
              general principles of equity, regardless of whether enforcement is
              sought in a proceeding in equity or at law.

       It is understood and agreed that Allstate Life makes no representation or
       warranty as to:

       (i)    the eligibility of the Owner to enter into or own this Agreement;

       (v)    any other matter regarding the Owner or any depositor, trustor,
              agent or holder of any interest, instrument or security of the
              Owner; or

       (vi)   whether any payment made under this Agreement will be subject to
              withholding, deduction or reduction as a result of any tax or
              similar law or regulation.

       In performing its obligations hereunder, Allstate Life is not acting as a
       fiduciary, agent or other representative of the Owner or anyone else. All
       representations and warranties made by the Owner and Allstate Life in
       this Agreement shall be considered to have been relied upon by the other
       and shall survive the execution hereof.

5.     Assignment of Agreement

       This Agreement may not be transferred or assigned by the Owner without
       the express written consent of Allstate Life. Allstate Life shall
       maintain a record of the ownership of this Agreement as part of its books
       and records. Notwithstanding anything in this Agreement to the contrary,
       no transfer or assignment of an interest in this Agreement or any right
       to receive payments under this Agreement shall be effective until
       Allstate Life shall have affirmed in writing to the new Owner or a
       financial institution holding this Agreement on behalf of the new Owner
       that it has changed its books and records


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       to reflect such transfer or assignment of an interest in this Agreement
       or any right to receive payments hereunder. Allstate Life covenants, and
       the Owner agrees, that Allstate Life will effect all transfers and
       assignments of this Agreement only through a book entry system maintained
       by Allstate Life within the meaning of Treasury Regulation Section
       1.871-14 (c)(1)(i).

6.     Tax Treatment

       Allstate Life and the Owner agree that this Agreement shall be
       disregarded for United States federal income tax purposes. Allstate Life
       and the Owner further agree that if this Agreement is not so disregarded,
       it will and is intended to be treated as a debt obligation of Allstate
       Life issued in registered form within the meaning of Treasury Regulation
       Section 1.871-14(c)(1)(i).

7.     Notice Required

       Any notice, directive, certificate or other writing required by the
       provisions of this Agreement to be delivered to Allstate Life shall be
       delivered in writing by prepaid first class mail or courier or facsimile
       transmission to its principal office at Allstate Life Insurance Company,
       3100 Sanders Road, Northbrook, Illinois 60062 [Attn: M3A]. Any notice,
       directive, certificate or other writing required under this Agreement to
       be delivered to the Owner shall be delivered in writing by prepaid first
       class mail or courier or facsimile transmission to the Owner at its
       principal place of business. Unless otherwise specified in this
       Agreement, any notice is effective when received.

8.     Authority to Bind Allstate Life

       No agent has authority to change, modify or add to this Agreement or to
       waive any of its provisions. No change, modification, addition to, or
       waiver of any provision of this Agreement shall be valid as against
       Allstate Life unless evidenced by written modification or amendment
       hereto signed on behalf of Allstate Life by the President and Secretary
       of Allstate Life.

9.     Amendment and Modification

       This Agreement may be amended or modified with respect to any provision
       at any time and from time to time by written agreement between the Owner
       and Allstate Life. No such amendment or modification shall require the
       consent of any other person.

10.    Payments to the Owner

       Allstate Life shall withdraw from the Funding Account and pay to or at
       the direction of the Owner amounts in accordance with the terms set forth
       in the Annex hereto.

       All payments made by Allstate Life to the Owner hereunder shall be paid
       in cash, in same-day, freely transferable funds on the date of payment to
       such account as has been specified for such purpose in writing by the
       Owner to Allstate Life.


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11.    Additional Amounts.

       All payments due to be made by Allstate Life to the Owner under the terms
       of this Agreement will be made without any withholding or deduction for
       or on account of any present or future taxes, duties, levies, assessments
       or governmental charges of whatever nature imposed or levied by or on
       behalf of any governmental authority in the United States having the
       power to tax, unless such withholding or deduction is required by law.
       [Subject to Section 12, if any such withholding or deduction is required
       or if any such withholding or deduction is required under any
       indebtedness issued by the Owner that is secured by this Agreement, then
       Allstate Life will pay such additional amount ("Additional Amount") so
       that the net amount realized by the Owner or the holder or beneficial
       owner, as applicable, of such indebtedness ("Noteholder") (net of any
       such withholding or deduction under this Agreement or any such
       indebtedness) will equal the amount that would have been paid under this
       Agreement or any such indebtedness had no such deduction or withholding
       been required.

       Notwithstanding anything herein to the contrary, Allstate Life shall not
       be required to make any payment of any Additional Amount in accordance
       with the first paragraph of this Section 11 for or on account of

       (i)    any tax, duty, levy, assessment or other governmental charge
              imposed which would not have been imposed but for the existence of
              (i) any present or former connection between the Owner or the
              Noteholder and the United States, including, without limitation,
              being or having been a citizen or resident thereof, or having been
              present, having been incorporated in, having engaged in a trade or
              business or having (or having had) a permanent establishment or
              principal office therein, (ii) the Owner's or such Noteholder's
              status as a controlled foreign corporation for United States
              federal income tax purposes within the meaning of Section 957(a)
              of the Internal Revenue Code of 1986, as amended (the "Code")
              related within the meaning of Section 864(d)(4) of the Code, to
              Allstate Life, (iii) the Owner or such Noteholder being a bank for
              United States federal income tax purposes whose receipt of
              interest under this Agreement is described in Section 881(c)(3)(A)
              of the Code, (iv) the Owner or such Noteholder actually or
              constructively owning 10 percent or more of the total combined
              voting power of all classes of stock of Allstate Life entitled to
              vote within the meaning of Section 871(h)(3) of the Code and
              Treasury Regulations promulgated thereunder or (v) the Owner or
              such Noteholder being subject to income tax withholding or backup
              withholding as of the date of purchase by the Owner or such
              Noteholder;

       (ii)   any tax, duty, levy, assessment or other governmental charge
              imposed which would not have been imposed but for the presentation
              of this Agreement or any such indebtedness referred to above
              (where presentation is required) for payment on a date more than
              30 days after the date on which such payment becomes due and
              payable or the date on which payment is duly provided for,


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              whichever occurs later;

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

       (iv)   any inheritance, gift, estate, personal property, sales or
              transfer tax;

       (v)    any tax that is payable otherwise than by withholding from
              payments with respect to this Agreement or any such indebtedness
              referred to above;

       (vi)   any tax, duty, levy, assessment or other governmental charge
              imposed by reason of payments on this Agreement being treated as
              contingent interest described in Section 871(h)(4) of the Code for
              United States federal income tax purposes, but only to the extent
              such treatment was disclosed in writing to the Owner or a
              Noteholder, as the case may be, at the time the Owner or such
              Noteholder became the Owner or a Noteholder, as the case may be;

       (vii)  any tax, duty, levy, assessment or other governmental charge that
              would not have been imposed but for an election by the Owner or a
              Noteholder, the effect of which is to make payment in respect of
              this Funding Agreement subject to Untied States federal income
              tax; or

       (viii) any combination of items (i), (ii), (iii), (iv), (v), (vi) or
              (vii) above.]

12.    Termination of Agreement

       (a)    This Agreement shall terminate and cease to be of any further
              force or effect at the close of the first day upon which Allstate
              Life and the Owner have completed all of the duties and
              obligations which have arisen under this Agreement.

       (b)    [If Allstate Life is obligated to withhold or deduct any taxes
              with respect to any payment under this Agreement or pay any
              Additional Amount, as described in Section 11, or with respect to
              any related contract between Allstate Life and the Owner, or if
              there is a material probability that Allstate Life will become
              obligated to withhold or deduct any such taxes or pay any
              Additional Amount (in the opinion of independent counsel selected
              by Allstate Life), in each case pursuant to any change in or
              amendment to any United States tax laws (or any regulations or
              rulings thereunder) or any change in position of the Internal
              Revenue Service regarding the application or


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              interpretation thereof (including, but not limited to, Allstate
              Life's receipt of a written adjustment from the Internal Revenue
              Service in connection with an audit); then Allstate Life may
              terminate this Agreement by giving not less than 30 and no more
              than 75 days prior written notice to the Owner and by paying to
              the Owner on the date specified in such notice the Funding Account
              Balance and all Additional Amounts as may be required to be paid
              with respect thereto pursuant to Section 11, provided that no such
              notice of termination may be given earlier than 90 days prior to
              the earliest day when Allstate Life would become obligated to pay
              any Additional Amount, as may be required pursuant to Section 11,
              if a payment in respect of this Agreement would otherwise be due
              on such date.]

       (c)    Each of the following events shall constitute an "Event of
              Default" under this Agreement:

              (i)    default in the payment when due and payable of any
                     Principal Amount; or

              (ii)   default in the payment of any interest accrued with respect
                     to the Funding Account Balance pursuant to the provisions
                     of this Agreement when such amounts become due and payable,
                     and continuance of such default for a period of five
                     Business Days; or

              (iii)  Allstate Life fails, is unable, or Allstate Life admits in
                     writing its inability, generally to pay its debts as such
                     debts become due; or the Board of Directors of Allstate
                     Life adopts any action to approve or for the purpose of
                     effecting any of the actions referred to in this paragraph
                     (iii); or

              (iv)   default in the performance or breach of any one or more of
                     the other covenants of Allstate Life herein, and
                     continuance of such default or breach for a period of 45
                     days after there has been given notice thereof to Allstate
                     Life; or

              (v)    a court having jurisdiction in the premises has entered a
                     decree or order for relief in respect of Allstate Life in
                     an involuntary case under any applicable bankruptcy,
                     insolvency or other similar law now or hereafter in effect
                     of the United States of America or any other applicable
                     jurisdiction which decree or order is not stayed; or any
                     other similar relief has been granted under any applicable
                     law; or

              (vi)   an insolvency case has been commenced against Allstate Life
                     under any applicable bankruptcy, insolvency or other
                     similar law now or hereafter in effect in the United States
                     of America or any other applicable jurisdiction and such
                     case shall not have been dismissed or


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                     stayed, in each case within 45 days, or a decree or order
                     of a court having jurisdiction in the premises for the
                     appointment of a receiver, liquidator, rehabilitator,
                     conservator, sequestrator, trustee, custodian or other
                     officer having similar powers over Allstate Life, or over
                     all or a substantial part of its property, has been
                     entered; or there has occurred the involuntary appointment
                     of an interim receiver, trustee or other custodian of
                     Allstate Life, for all or a substantial part of its
                     property; or a court having jurisdiction in the premises
                     has entered a decree or order declaring the dissolution of
                     Allstate Life; or a warrant of attachment, execution or
                     similar process has been issued against any substantial
                     part of the property of Allstate Life; or

              (vii)  the Director of the Illinois Department of Insurance or any
                     other insurance supervisor having jurisdiction over
                     Allstate Life shall have issued any order under the
                     Illinois Insurance Code or other applicable insurance law
                     to rehabilitate, liquidate, or conserve the assets of, or
                     take other similar action with respect to, Allstate Life;
                     or

              (viii) Allstate Life commences a voluntary case or other
                     proceeding seeking liquidation, dissolution, reorganization
                     or other relief with respect to itself or its debts under
                     any applicable bankruptcy, insolvency or other similar law
                     now or hereafter in effect in the United States of America
                     (or any state thereof) or any other applicable
                     jurisdiction, or seeking the appointment of a receiver,
                     liquidator, rehabilitator, sequestrator, conservator or
                     other similar officer of Allstate Life or any substantial
                     part of its property, or consents to the entry of an order
                     for relief in an involuntary case, or to the conversion of
                     an involuntary case to a voluntary case, under any such
                     law, or consents to the appointment of or taking possession
                     by a receiver, trustee or other custodian for all or a
                     substantial part of its property; or Allstate Life makes
                     any general assignment for the benefit of creditors.

              If one or more Events of Default shall have occurred and be
              continuing (other than an Event of Default specified in any of
              clause (iii) through (viii) above), the Owner may, by written
              notice to Allstate Life, declare the Funding Account Balance to be
              due and payable and such amounts shall become due and payable on
              the date the written declaration is given to Allstate Life;
              provided that if an Event of Default specified in any of clauses
              (iii) through (viii) above occurs, the Funding Account Balance
              will be automatically and immediately due and payable without any
              declaration or other act on the part of the Owner; provided that,
              without affecting the obligation of Allstate Life to repay such
              amounts, no such repayment shall be made in preference to other
              policyholders of Allstate Life.


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              Allstate Life will forthwith notify the Owner of the occurrence of
              any Event of Default.

              Upon the payment to the Owner of the Funding Account Balance [and
              all Additional Amounts required to be paid with respect thereto
              pursuant to Section 11], this Agreement shall terminate.

       [(d)   If Allstate Life exercises its rights, at its sole option, to
              terminate the Funding Agreement and accelerate the payment of the
              Funding Account Balance in accordance with the Early Termination
              Rights provisions set forth in the Annex, this Agreement shall
              terminate upon the payment to the Owner of the Funding Account
              Balance [and all Additional Amounts required to be paid with
              respect thereto pursuant to Section 11].]

13.    Supplemental Agreements [Insert if the Agreement is the Original
       Agreement (as defined below) to be issued]

       Within six months of the date of issue of this Agreement, Allstate Life
       may issue to the initial Owner of this Agreement one or more additional
       funding agreements and may provide in any such additional funding
       agreement that such additional funding agreement shall constitute part of
       the same obligation of Allstate Life as this Agreement (any such
       additional funding agreement, a "Supplemental Agreement"), and such
       Supplemental Agreement shall be subject to the same terms and conditions
       as this Agreement (including those set forth in the Funding Agreement
       Pricing Annex), except that the Effective Date, the Deposit Amount, the
       Principal Amount and the amount of the first interest payment, if any,
       may be different with respect to such Supplemental Agreement; provided
       that the issuance of such Supplemental Agreement will satisfy the
       conditions of Treasury Regulation Section 1.1275-2(k)(2)(ii) and will
       constitute a "Qualified Reopening" under Treasury Regulation
       Section 1.1275-2(k)(3)(ii) without regard to subparagraph (A) thereof.

       [insert if the Agreement is a Supplemental Agreement.] This Agreement has
       been issued as a supplement to Funding Agreement No. [___] issued by
       Allstate Life on [_______] (the "Original Agreement") and shall
       constitute part of the same obligation of Allstate Life as the Original
       Agreement.]


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[OWNER]                                 ALLSTATE LIFE INSURANCE COMPANY


                                                   /s/ Thomas J. Wilson
--------------------------------        ----------------------------------------
              Owner                                 [Thomas J. Wilson
                                                       President]



                                                  /s/ Michael J. Velotta
--------------------------------        ----------------------------------------
             Signature                              [Michael J. Velotta
                                                         Secretary]

--------------------------------
               Title
                                        This Agreement is executed on behalf of
                                        Allstate Life Insurance Company at
                                        Northbrook, Illinois.


--------------------------------
               Date


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                        ALLSTATE LIFE INSURANCE COMPANY

                        FUNDING AGREEMENT PRICING ANNEX

              THE SPECIFICATIONS HEREIN APPLY ONLY TO THIS ANNEX:

<Table>
<S>                                                   <C>
Owner of Funding Agreement:                           [   ], its Successors or Assignees

Agreement No.:                                        FA-[xxxx]

Effective Date:                                       [    ]

Agreement Period:                                     [    ] to [    ] (Maturity Date)]

Deposit Amount:                                       [actual amount deposited with Allstate Life]

Principal Amount:                                     [full amount to be repaid by Allstate Life at
                                                      maturity]

Currency:                                             [    ]

Business Day                                          [definition of Business Day]

Business Day Convention:                              [specification of date for payment of interest
                                                      or principal when due date is not a Business
                                                      Day]

Interest Rate:                                        [interest rate applied to the Principal
                                                      Amount]

Due Dates for Payment(s) to Owner:                    [    ]

[Additional Terms and Conditions Relating
to Periodic Payments under the Funding
Agreement ]

[Early Termination Rights:]                           [rights of Allstate Life to terminate the
                                                      Funding Agreement, at its sole option, prior
                                                      to the Maturity Date, in which case Allstate
                                                      Life shall pay the Funding Account Balance
                                                      to the Owner and the Funding Agreement
                                                      shall terminate]


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[Partial Pre-Payment Rights:]                         [rights of the Owner require partial pre-
                                                      payment of the Funding Account Balance
                                                      prior to the Maturity Date in the event of the
                                                      death of a Noteholder, such pre-payment
                                                      rights to not exceed $[ ] during any one
                                                      calendar year]
</Table>


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                         ALLSTATE LIFE INSURANCE COMPANY


                                   APPLICATION


      Application is hereby made to Allstate Life Insurance Company by [ ] for a
      Funding Agreement containing the terms set forth in the Annex attached to
      this Application.


      This Application is executed in duplicate, one counterpart being retained
      by applicant and the other returned to Allstate Life Insurance Company.


      It is agreed that this Application supersedes any previous application for
      a Funding Agreement on substantially similar terms as contained in the
      Annex attached to this Application.


Dated this ____ day of _________, 20_________, at______________________________.


           ___________________________________________________________
                            (Full Name of Applicant)


By:____________________________________


Its:___________________________________


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