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EXHIBIT 10.10    
    




STANDARD ADMINISTRATIVE SERVICES AGREEMENT TERMS  


 WITH RESPECT TO  


 ALLSTATE LIFE GLOBAL FUNDING TRUSTS  









 


 TABLE OF CONTENTS  



	 
	 	 
	 	Page

	ARTICLE 1    DEFINITIONS; OTHER DEFINITIONAL PROVISIONS	 	 
	 	
 SECTION 1.1.	
 	

COVENANTS	
 	

1
	 	SECTION 1.2.	 	DEFINITIONS	 	1
	 	SECTION 1.3.	 	OTHER DEFINITIONAL PROVISIONS	 	3
	

ARTICLE 2    APPOINTMENT; ADMINISTRATIVE SERVICES	
 	

 
	 	
 SECTION 2.1.	
 	

APPOINTMENT	
 	

4
	 	SECTION 2.2.	 	ADMINISTRATIVE SERVICES	 	4
	

ARTICLE 3    ACTIVITIES OF THE TRUST; EMPLOYEES; OFFICES.	
 	

 
	 	
 SECTION 3.1.	
 	

ACTIVITIES OF THE TRUST	
 	

6
	 	SECTION 3.2.	 	EMPLOYEES	 	6
	 	SECTION 3.3.	 	OFFICES	 	6
	

ARTICLE 4    COMPENSATION; INDEMNITIES	
 	

 
	 	
 SECTION 4.1.	
 	

COMPENSATION	
 	

6
	 	SECTION 4.2.	 	INDEMNITIES	 	6
	

ARTICLE 5    TERM	
 	

 
	 	
 SECTION 5.1.	
 	

TERM	
 	

7
	

ARTICLE 6    OBLIGATION TO SUPPLY INFORMATION	
 	

 
	 	
 SECTION 6.1.	
 	

OBLIGATION TO SUPPLY INFORMATION	
 	

7
	 	SECTION 6.2.	 	RELIANCE ON INFORMATION	 	7
	

ARTICLE 7    LIABILITY OF ADMINISTRATOR; STANDARD OF CARE	
 	

 
	 	
 SECTION 7.1.	
 	

LIABILITY OF ADMINISTRATOR	
 	

7
	 	SECTION 7.2.	 	NO IMPLIED OBLIGATIONS	 	8
	 	SECTION 7.3.	 	STANDARD OF CARE	 	8
	

ARTICLE 8    LIMITED RECOURSE	
 	

 
	 	
 SECTION 8.1.	
 	

LIMITED RECOURSE TO TRUST	
 	

8
	 	SECTION 8.2.	 	NO RECOURSE TO TRUSTEES AND AGENTS	 	8
	

ARTICLE 9    TAX MATTERS	
 	

 
	 	
 SECTION 9.1.	
 	

INCOME TAX TREATMENT	
 	

8
	 	 	 	 	 



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ARTICLE 10    MISCELLANEOUS	
 	

 
	 	
 SECTION 10.1.	
 	

AMENDMENTS	
 	

8
	 	SECTION 10.2.	 	NO JOINT VENTURE	 	9
	 	SECTION 10.3.	 	ASSIGNMENT	 	9
	 	SECTION 10.4.	 	GOVERNING LAW, CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL	 	9
	 	SECTION 10.5.	 	COUNTERPARTS	 	9
	 	SECTION 10.6.	 	LIMITATION OF DELAWARE TRUSTEE LIABILITY	 	10
	 	SECTION 10.7.	 	NO PETITION	 	10
	 	SECTION 10.8.	 	SEVERABILITY	 	10
	 	SECTION 10.9.	 	ENTIRE AGREEMENT	 	10
	 	SECTION 10.10.	 	ADMINISTRATOR TO PROVIDE ACCESS TO BOOKS AND RECORDS	 	10
	 	SECTION 10.11.	 	NO WAIVER	 	10
	 	SECTION 10.12.	 	REMEDIES CUMULATIVE	 	10
	 	SECTION 10.13.	 	NOTICES	 	10




iii









   
        This document constitutes the Standard Administrative Services Agreement Terms, which will be incorporated by reference in, and form a part of, the Administrative Services Agreement (as
defined below). 


        These
Standard Administrative Services Agreement Terms shall be of no force and effect unless and until incorporated by reference in, and then only to the extent not modified by, the
Administrative Services Agreement. 


        These
Standard Administrative Services Agreement Terms shall govern the administration of the activities of the Trust, subject to contrary terms and provisions expressly adopted in the
Administrative Services Agreement, which contrary terms shall be controlling. 


ARTICLE 1

DEFINITIONS; OTHER DEFINITIONAL PROVISIONS  


        SECTION 1.1.    COVENANTS.    The Trust repeats and reaffirms to the Administrator the covenants of the Trust
set forth in Article - of the Indenture. 


        SECTION 1.2.    DEFINITIONS.    


        "ADMINISTRATION
FEE" has the meaning ascribed in Section 4.1. 


        "ADMINISTRATIVE
SERVICES AGREEMENT" means that certain Administrative Services Agreement included in Part B of the Series Instrument, and which incorporates by reference these
Standard Administrative Services Agreement Terms, by and between the Trust and the Administrator, as the same may be amended, modified or supplemented from time to time. 



        "ADMINISTRATOR"
means AMACAR Pacific Corp., a Delaware corporation, in its capacity as the sole administrator of the Trust pursuant to the Administrative Services Agreement, and its
successors. 


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


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


        "ALLSTATE
LIFE" means Allstate Life Insurance Company, a stock life insurance company organized and licensed under the laws of the State of Illinois, and any successor. 



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


        "COLLATERAL"
means, with respect to the Notes, the right, title and interest of the Trust in and to (a) the Funding Agreement(s) held by the Trust, (b) all proceeds of such
Funding Agreement(s) and (c) all books and records pertaining to the Funding Agreement(s). 


        "COMMISSION"
has the meaning ascribed in Section 2.2(d). 


        "COORDINATION
AGREEMENT" means that certain Coordination Agreement included in Part F of the Series Instrument, among Allstate Life Insurance Company, the Trust and the Indenture
Trustee, as the same may be amended, modified or supplemented from time to time. 


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        "DELAWARE
TRUSTEE" means Wilmington Trust Company, a Delaware banking corporation, in its capacity as the sole Delaware trustee of the Trust and its successors. 



        "DISTRIBUTION
AGREEMENT" means that certain Distribution Agreement dated as of -, 2005, by and among Global Funding and the Agents named therein, as the same may be amended, modified or
supplemented from time to time. 


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


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



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


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


        "LOSS
AND EXPENSE" has the meaning ascribed in Section 4.2. 


        "MOODY'S"
means Moody's Investors Services, Inc. 


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


        "NOTE"
has the meaning set forth in the Indenture. 


        "PAYING
AGENT" has the meaning set forth in the Indenture. 


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


        "PRICING
SUPPLEMENT" means the pricing supplement included as Annex A to the Series Instrument. 


        "PROGRAM"
means the program for the issuance, from time to time, of secured medium term notes of the Allstate Life Global Funding Trusts. 


        "PROGRAM
DOCUMENTS" means each Note, the Series Instrument, the Indenture, the Trust Agreement, the Administrative Services Agreement, the Support Agreement, the Name Licensing
Agreement, the Distribution Agreement, the Terms Agreement, each Funding Agreement and any other documents or instruments entered into by, or with respect to, or on behalf of, the Trust. 


        "RATING
AGENCY" means each of Moody's Investors Services, Inc., Standard & Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc., and any other
rating agency which provides a rating of the Notes. 


        "REGISTRAR"
has the meaning set forth in the Indenture. 


        "RESPONSIBLE
OFFICER" when used with respect to any Person means the chairman of the board of directors or any vice chairman of the board of directors or the president or any vice
president (whether or not designated by a number or numbers or a word or words added before or after the title 


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"vice
president") of such Person. With respect to the Trust, Responsible Officer means any Responsible Officer (as defined in the preceding sentence) plus any assistant secretary and any financial
services officer of the Delaware Trustee, and with respect to the Delaware Trustee, Responsible Officer means any Responsible Officer (as defined in the first sentence of this definition) plus the
chairman of the trust committee, the chairman of the executive committee, any vice chairman of the executive committee, the cashier, the secretary, the treasurer, any trust officer, any assistant
trust officer, any assistant vice president, any assistant cashier, any assistant secretary, any assistant treasurer, or any other authorized officer of the Delaware Trustee customarily performing
functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his knowledge of and familiarity
with the particular subject. 


        "S&P"
means Standard & Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc. 



        "SERIES
INSTRUMENT" means the closing instrument of the Trust, pursuant to which the Administrative Services Agreement, the Coordination Agreement, the Name Licensing Agreement, the
Support Agreement, the Terms Agreement and the Trust Agreement are entered into, and certain other documents are executed, in connection with the issuance of the Notes by the Trust. 


        "SERVICE
PROVIDER" has the meaning set forth in the Support Agreement. 


        "SUPPORT
AGREEMENT" means that certain Support and Expenses Agreement included in Part C of the Series Instrument, by and between Allstate Life and the Trust, as the same may be
amended, modified or supplemented from time to time. 


        "SURVIVOR'S
OPTION" means the provision in the Notes permitting optional repayment of such Notes prior to maturity, if requested, following the death of the beneficial owner of such
Notes, so long as such Notes in accordance with such Notes. 


        "TERMS
AGREEMENT" means that certain Terms Agreement related to the offering of the Notes, included in Part E of the Series Instrument, by and among Global Funding, the Trust and
each Agent named therein, which will incorporate by reference the terms of the Distribution Agreement. 



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


        "TRUST
AGREEMENT" means that certain Trust Agreement, included in Part A of the Series Instrument, pursuant to which the Trust is created. 


        SECTION 1.3.    OTHER DEFINITIONAL PROVISIONS.    For all purposes of the Administrative Services Agreement,
except as otherwise expressly provided or unless the context otherwise requires: 



	(a)
	the
terms defined in this Article shall have the meanings ascribed to them in this Article and shall include the plural as well as the singular; PROVIDED, that all capitalized terms
used in and not otherwise defined in the Administrative Services Agreement will have the meanings set forth in the Indenture;



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



	(c)
	Article and
Section headings are for the convenience of the reader and shall not be considered in interpreting the Administrative Services Agreement or the intent of the
parties to the Administrative Services Agreement; and 



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	(d)
	capitalized
terms not otherwise defined in the Administrative Services Agreement will have the respective meanings set forth in the Indenture. 



ARTICLE 2

APPOINTMENT; ADMINISTRATIVE SERVICES  


        SECTION 2.1.    APPOINTMENT.    Pursuant to Section 3806(b)(7) of the Delaware Statutory Trust Act, the
Administrator is hereby appointed, as an agent of the Trust with full power and authority, and agrees to carry out all of the duties and responsibilities (a) of the Trust under the Program
Documents and any other document to which the Trust is a party and (b) of the Administrator under the Administrative Services Agreement. 


        SECTION 2.2.    ADMINISTRATIVE SERVICES.    Without limiting the generality of Section 2.1, the Trust
authorizes and empowers the Administrator, as its agent, to perform, and the Administrator agrees to perform, the following services: 



	(a)
	subject
to the timely receipt of all necessary information, providing, or causing to be provided, all clerical, and bookkeeping services necessary and appropriate for the
administration of the Trust, including, without limitation, the following services as well as those other services specified in the following subsections:



	(i)
	maintenance
of all books and records of the Trust relating to the fees, costs and expenses of the Trust which books and records shall be maintained separately from those
of the Administrator;



	(ii)
	maintenance
of records of cash payments and disbursements (excluding principal and interest on any Funding Agreement) of the Trust in accordance with generally accepted
accounting principles, and preparation for audit of such periodic financial statements as may be necessary or appropriate;



	(iii)
	upon
request, preparing for, and causing, execution by the Trust, through a Responsible Officer, of the Program Documents, any amendments to and waivers under the
Program Documents and any other documents or instruments deliverable by the Trust thereunder or in connection therewith;



	(iv)
	holding,
maintaining, and preserving executed copies of the Program Documents and other documents or instruments executed by the Trust thereunder or in connection
therewith, which shall be maintained separately from those of the Administrator;



	(v)
	upon
receipt of notice, taking such action as may be reasonably necessary to enforce the performance by the other parties to agreements to which the Trust is a party,
and enforce the obligations of those parties to the Trust under such agreements;



	(vi)
	upon
request, preparing for execution by a Responsible Officer such notices, consents, instructions and other communications that the Trust may from time to time be
required or permitted to give under the Program Documents or any other document executed by the Trust;



	(vii)
	obtaining
services of outside counsel, accountants and other Service Providers on behalf of the Trust;



	(viii)
	preparing
for execution by a Responsible Officer any instruction for payment of any amounts due and owing by the Trust under the Program Documents to which the Trust
is a party or any other document to which the Trust is a party; provided that the foregoing shall not obligate the Administrator to advance any of its own monies for such purpose, it being understood
that such amounts shall be payable only to the extent assets held in the 






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Trust
are available therefor and at such times and in such amounts as shall be permitted by the Program Documents; 



	(ix)
	preparing
for execution by a Responsible Officer any instruction for payment of any amounts due and owing by the Trust to the Indenture Trustee, the Paying Agent, the
Registrar and other Service Providers on request for all expenses, disbursements and advances to the extent not paid pursuant to the Support Agreement; PROVIDED that the foregoing shall not obligate
the Administrator to advance any of its own monies for such purpose, it being understood that such amounts shall be payable only to the extent assets held in the Trust are available therefor and at
such times and in such amounts as shall be permitted by the Program Documents; and



	(x)
	taking
such other actions as may be incidental or reasonably necessary (A) to the accomplishment of the actions of the Administrator authorized in this
subsection (a) or (B) upon receipt of notice from a Responsible Officer directing specifically the Administrator to do so, to the accomplishment of the duties and responsibilities, and
compliance with the obligations, of the Trust, under the Program Documents and under any other document to which the Trust is or may be a party to the extent not otherwise performed by the Indenture
Trustee, a Paying Agent, the Transfer Agent, the Registrar or the Delaware Trustee, provided that no such duties or responsibilities shall materially enlarge the duties and responsibilities of the
Administrator which are set forth specifically in the Administrative Services Agreement;






	(b)
	upon
the issuance of the Notes, directing the Indenture Trustee to pay the expenses of the Trust relating to the Notes to the extent not paid under the Support Agreement;



	(c)
	performing
the administrative services to ensure compliance with all of the obligations, representations, covenants and agreements of the Trust set forth in the Program Documents;



	(d)
	subject
to the timely receipt of all necessary information or notices from the Delaware Trustee, and based on the advice of counsel, on behalf of the Trust, (i) the preparation
and filing with the Securities and Exchange Commission (the "COMMISSION") and, if necessary, executing, in each case solely on behalf of the Trust and not in the Administrator's individual capacity
such documents, forms, certifications and filings as may be required by the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as
amended, or other securities laws in each case relating to the Notes; (ii) the preparation and filing of any documents or forms required to be filed by any rules or regulations of any
securities exchange, including without limitation, the New York Stock Exchange, or market quotation dealer system or the National Association of Securities Dealers, Inc. in connection with the
listing of the Notes thereon; (iii) preparing, filing and executing solely on behalf of the Trust and not in the Administrator's individual capacity, such filings, applications, reports, surety
bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as may be necessary or desirable to register, or establish the exemption from registration
of, the Notes under the securities or "Blue Sky" laws of any relevant jurisdictions; and (iv) executing and delivering, solely on behalf of the Trust and not in the Administrator's individual
capacity, letters or documents to, or instruments for filing with, a depositary relating to the Notes;



	(e)
	if
the Pricing Supplement relating to the Notes provides for a Survivor's Option, taking such actions as may be incidental or reasonably necessary to administer the Survivor's Option;
and



	(f)
	undertaking
such other administrative services as may be reasonably requested by the Trust or the Delaware Trustee, including (i) causing the preparation by the Trust of any
prospectus, prospectus supplement, pricing supplement, registration statement, amendments, including any 



5







 


exhibits
and schedules thereto, any reports or other filings or documents, or supplement thereto or (ii) securing and maintaining the listing of the Notes on any securities exchange or
complying with the securities or "Blue Sky" laws of any relevant jurisdictions, in connection with the performance by the Trust of its obligations under the Program Documents or any other document to
which the Trust is a party or other documents executed thereunder or in connection therewith. 





        Any
of the above services (other than those described in Sections 2.2(c), 2.2(d) and 2.2(e)) may, if the Administrator or the Trust deems it necessary or desirable, be
subcontracted by the Administrator; PROVIDED that notice is given to the Trust of such subcontract and, notwithstanding such subcontract, the Administrator shall remain responsible for performance of
the services set forth above unless such services are subcontracted to accountants or legal counsel selected with due care by the Administrator and reasonably satisfactory to the Trust and in which
case the Administrator shall not remain responsible for the performance of such services and the Administrator shall not, in any event, be responsible for the costs, fees or expenses in connection
therewith. 


ARTICLE 3

ACTIVITIES OF THE TRUST; EMPLOYEES; OFFICES.  


        SECTION 3.1.    ACTIVITIES OF THE TRUST.    The Administrator agrees to carry out and perform the
administrative activities of the Trust set forth in Article 2 in the name and on behalf of the Trust as its agent. 


        SECTION 3.2.    EMPLOYEES.    All services to be furnished by the Administrator under the Administrative
Services Agreement may be furnished by an officer or employee of the Administrator, an officer or employee of any Affiliate of the Administrator, or, subject to Article 2, any other person or
agent designated or retained by it; PROVIDED that the Administrator shall remain ultimately responsible for the provision of such services by an officer or employee of the Administrator or any of its
Affiliates or any other person or agent designated or retained by it, unless selected with due care and reasonably satisfactory to the Trust in accordance with the last paragraph of Article 2.
No director, officer or employee of the Administrator or any Affiliate of the Administrator shall receive from the Trust a salary or other compensation. 


        SECTION 3.3.    OFFICES.    The Administrator agrees to provide its own office space, together with appropriate
materials and any necessary support personnel, for the day to day activities of the Trust set forth in Article 2 to be carried out and performed by the Administrator, all for the compensation
specified in Article 4. All services to be furnished by the Administrator under the Administrative Services Agreement shall be performed from the Administrator's office in North Carolina. 


ARTICLE 4

COMPENSATION; INDEMNITIES  


        SECTION 4.1.    COMPENSATION.    The Trust agrees to pay the Administrator the fees set forth in the
Administrative Services Agreement (the "ADMINISTRATION FEE"). 


        SECTION 4.2.    INDEMNITIES.    To the fullest extent permitted under applicable law and subject to limitations
imposed by public policy, the Trust agrees to indemnify the Administrator, and hold the Administrator harmless, from and against any and all losses, liabilities (including liabilities for penalties),
actions, suits, judgments, demands, damages, out-of-pocket costs and expenses (including, without limitation, interest and reasonable attorneys fees, but excluding costs and expenses attributable
solely to administrative overhead) arising out of, in connection with, or resulting from the exercise of the Administrator's rights and/or the performance of the Administrator's duties, by the
Administrator or its agents and employees, under the Administrative Services Agreement (collectively, "LOSS AND 


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EXPENSE");
PROVIDED, HOWEVER, that the Trust shall not be liable to indemnify the Administrator, or hold the Administrator harmless, from and against any and all Loss and Expense resulting from or
attributable to the negligence, bad faith or willful misconduct of the Administrator. 


ARTICLE 5

TERM  


        SECTION 5.1.    TERM.    The Administrator may terminate the Administrative Services Agreement upon at least 30
days' written notice to the Trust and Allstate Life and the Trust may terminate the Administrative Services Agreement upon at least 30 days' notice to the Administrator (copies of any notice of
termination shall also be sent to the Indenture Trustee). Such termination will not become effective until (a) the Trust appoints a successor Administrator, (b) the successor
Administrator accepts such appointment, (c) the Administrator has obtained the prior written confirmation of any Rating Agency that such action will not result in a reduction or withdrawal of
its then current ratings, if any, of the Program and/or the Notes, as applicable and (d) the Trust has paid all accrued and unpaid amounts owed to the Administrator under the Administrative
Services Agreement. 


ARTICLE 6

OBLIGATION TO SUPPLY INFORMATION  


        SECTION 6.1.    OBLIGATION TO SUPPLY INFORMATION.    The Delaware Trustee shall forward to the Administrator
such information (which is in the possession of the Trust) in connection with the Program Documents and the Administrative Services Agreement as the Administrator may from time to time reasonably
request in connection with the performance of its obligations under the Administrative Services Agreement. The Administrator will (a) hold and safely maintain all records, files, Program
Documents and other material of the Trust and (b) permit the Trust, the Delaware
Trustee, and each of their respective officers, directors, agents and consultants on reasonable notice at any time and from time to time during normal business hours to inspect, audit, check and make
abstracts from the accounts, records, correspondence, documents and other materials of the Trust, or relating to the provision of services and facilities under the Administrative Services Agreement. 



        SECTION 6.2.    RELIANCE ON INFORMATION.    The Trust recognizes that the accuracy and completeness of the
records maintained and the information supplied by the Administrator under the Administrative Services Agreement is dependent upon the accuracy and completeness of the information obtained by the
Administrator from the parties to the Program Documents and other sources and the Administrator shall not be responsible for any inaccurate or incomplete information so obtained or for any inaccurate
or incomplete records maintained by the Administrator under the Administrative Services Agreement that may result therefrom. The Administrator shall have no duty to investigate the accuracy or
completeness of any information provided to it and shall be entitled to fully rely on all such information provided to it. 


ARTICLE 7

LIABILITY OF ADMINISTRATOR; STANDARD OF CARE  


        SECTION 7.1.    LIABILITY OF ADMINISTRATOR.    The Administrator assumes no liability for anything other than
the services rendered by it pursuant to Articles 2, 3, 6 and 9, and neither the Administrator nor any of its directors, officers, employees or Affiliates shall be responsible for any action of
the Trust, the Delaware Trustee or the officers or employees thereof taken outside the scope of Articles 2, 3, 6 and 9 and without direction from the Administrator. Without limiting the
generality of the foregoing, it is agreed that the Administrator assumes no liability with respect to any of the Trust's obligations under the Program Documents. 


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        SECTION 7.2.    NO IMPLIED OBLIGATIONS.    The Administrator shall not perform, endeavor to perform or agree to
perform any act on behalf of the Trust not specifically required or permitted under the Program Documents. 


        SECTION 7.3.    STANDARD OF CARE.    The Administrator shall perform its duties under the Administrative
Services Agreement diligently, in conformity with the Trust's obligations under the Program Documents and applicable laws and regulations and in accordance with the same standard of care exercised by
a prudent person in connection with the performance of the same or similar duties and, in no event with less care than the Administrator exercises or would exercise in connection with the same or
similar obligations if those obligations were the direct obligations of the Administrator. 


ARTICLE 8

LIMITED RECOURSE  


        SECTION 8.1.    LIMITED RECOURSE TO TRUST.    Notwithstanding anything to the contrary contained in the
Administrative Services Agreement, all obligations of the Trust under the Administrative Services Agreement shall be payable by the Trust (subject to the lien created by the Indenture on the
Collateral held in the Trust) only on a payment date of the Notes and only to the extent of funds available therefor under the Indenture and, to the extent such funds are not available or are
insufficient for the payment thereof, shall not constitute a claim against the Trust to the extent of such unavailability or insufficiency until such time as the Collateral held in the Trust has
produced proceeds sufficient to pay such prior deficiency. This Section 8.1 shall survive the termination of the Administrative Services Agreement. 


        SECTION 8.2.    NO RECOURSE TO TRUSTEES AND AGENTS.    The obligations of the Trust under the Administrative
Services Agreement are solely the obligations of the Trust and no recourse shall be had with respect to the Administrative Services Agreement or any of the obligations of the Trust under the
Administrative Services Agreement or for the payment of any fee or other amount payable under the Administrative Services Agreement or for any claim based on, arising out of or relating to any
provision of the Administrative Services Agreement against any trustee, employee, settlor, Affiliate, agent or servant of the Trust. This Section 8.2 shall survive the termination of the
Administrative Services Agreement. 


ARTICLE 9

TAX MATTERS  


        SECTION 9.1.    INCOME TAX TREATMENT.    The Administrator agrees that for all United States Federal, state and
local income and franchise tax purposes (i) to treat the Notes as indebtedness of Allstate Life, (ii) Global Funding and the Trust will be ignored and will not be treated as an
association or a publicly traded partnership taxable as a corporation and (iii) to not take any action inconsistent with the treatment described in (i) and (ii) unless otherwise required by
law. 


ARTICLE 10

MISCELLANEOUS  


        SECTION 10.1.    AMENDMENTS.    No waiver, alteration, modification, amendment or supplement of the terms of
the Administrative Services Agreement shall be effective unless (a) accomplished by written instrument signed by the parties to the Administrative Services Agreement and (b) for so long
as any Notes remain outstanding, each of Moody's and S&P has confirmed in writing that such action will not result in reduction or withdrawal of its then current ratings, if any, of the Program and/or
the Trust's Notes, as applicable. The Trust shall provide each of Moody's and S&P with a copy of each such waiver, alteration, modification, amendment or supplement. Notwithstanding anything in this
Section 10.1 to the contrary, no waiver, alteration, modification, amendment or 


8







 

supplement
to the terms of the Administrative Services Agreement shall be effective without the prior written consent of Allstate Life. 



        SECTION 10.2.    NO JOINT VENTURE.    Nothing contained in the Administrative Services Agreement shall
constitute the Trust and the Administrator as members of any partnership, joint venture, association, syndicate or unincorporated business. 


        SECTION 10.3.    ASSIGNMENT.    Except as set forth in this Section 10.3, and subject to the rights of
the Administrator to subcontract its services under the Administrative Services Agreement pursuant to Article 2, the Administrative Services Agreement may not be assigned by either party
without (i) the prior written consent of the other party and Allstate Life and (ii) the prior written confirmation of each of Moody's and S&P that such action will not result in a
reduction or withdrawal of its then current ratings, if any, of the Program or the Notes, as applicable. Subject to the foregoing, the Administrative Services Agreement shall be binding upon and inure
to the benefit of the parties to the Administrative Services Agreement and their respective successors and assigns. Any party's transfer or assignment of the Administrative Services Agreement in
violation of this Section 10.3 shall be void as to the other party. 


        SECTION 10.4.    GOVERNING LAW, CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.    



	(a)
	Pursuant
to Section 5-1401 of the General Obligations Law of the State of New York, the Administrative Services Agreement shall be governed by and construed in accordance with
the laws of the State of New York. Each party to the Administrative Services Agreement submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New
York and of any New York State Court sitting in New York City for purposes of all legal proceeding arising out of or relating to the Administrative Services Agreement or the transactions contemplated
by the Administrative Services Agreement. Each party to the Administrative Services Agreement irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying
of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party to the Administrative
Services Agreement consents to process being served in any suit, action or proceeding with respect to the Administrative Services Agreement, or any document delivered pursuant to the Administrative
Services Agreement by the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to its respective address specified at the time for notices under the
Administrative Services Agreement or to any other address of which it shall have given written notice to the other parties. The foregoing shall not limit the ability of any party to the Administrative
Services Agreement to bring suit in the courts of any other jurisdiction.



	(b)
	Each
of the parties irrevocably waives any and all right to a trial by jury with respect to any legal proceeding arising out of or relating to the Administrative Services Agreement or
any transaction. Each of the parties to the Administrative Services Agreement acknowledges that such waiver is made with full understanding and knowledge of the nature of the rights and benefits
waived. 




        SECTION 10.5.    COUNTERPARTS.    The Administrative Services Agreement and any amendments, modifications,
restatements, supplements and/or replacements of the Administrative Services Agreement, or waivers or consents to the Administrative Services Agreement, may be executed in any number of counterparts,
and by different parties to the Administrative Services Agreement in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which
counterparts, when taken together, shall constitute one and the same instrument. The Administrative Services Agreement shall become effective upon the execution of a counterpart by each of the
parties. 


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        SECTION 10.6.    LIMITATION OF DELAWARE TRUSTEE LIABILITY.    Notwithstanding any provision of the
Administrative Services Agreement to the contrary, it is expressly understood and agreed by the parties that (a) the Administrative Services Agreement is executed and delivered by the Delaware
Trustee, not individually or personally, but solely as trustee, as applicable, in the exercise of the powers and authority conferred and vested in it, pursuant to the Trust Agreement, (b) each
of the representations, undertakings and agreements in the Administrative Services Agreement made on the part of the Trust is made and intended not as personal representations, undertakings and
agreements by the Delaware Trustee but is made and intended for the purpose of binding only the Trust, (c) nothing contained in the Administrative Services Agreement shall be construed as
creating any liability on the
Delaware Trustee, individually or personally, to perform any covenant either expressed or implied contained in the Administrative Services Agreement, all such liability, if any, being expressly waived
by the parties to the Administrative Services Agreement and by any person claiming by, through or under the parties to the Administrative Services Agreement, and (d) under no circumstances
shall the Delaware Trustee be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or
covenant made or undertaken by the Trust under the Administrative Services Agreement or any other related documents. 



        SECTION 10.7.    NO PETITION.    To the extent permitted by applicable law, the Administrator covenants and
agrees that it will not institute against, or join with any other Person in instituting against, the Trust any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any applicable bankruptcy or similar law. This Section 10.7 shall survive termination of the Administrative Services Agreement. 


        SECTION 10.8.    SEVERABILITY.    If any provision in the Administrative Services Agreement shall be invalid,
illegal or unenforceable, such provisions shall be deemed severable from the remaining provisions of the Administrative Services Agreement and shall in no way affect the validity or enforceability of
such other provisions of the Administrative Services Agreement. 


        SECTION 10.9.    ENTIRE AGREEMENT.    The Administrative Services Agreement constitutes the entire agreement
between the parties with respect to matters covered by the Administrative Services Agreement and supersedes all prior agreements and understandings with respect to such matters between the parties
whether written or oral. 


        SECTION 10.10.    ADMINISTRATOR TO PROVIDE ACCESS TO BOOKS AND RECORDS.    The Administrator shall provide the
Indenture Trustee with access to the books and records of the Trust, without charge, but only (a) upon the reasonable request of the Indenture Trustee (for which purpose one Business Day shall
be deemed reasonable during the occurrence and continuation of a Default or an Event of Default), (b) during normal business hours, (c) subject to the Administrator's normal security and
confidentiality procedures and (d) at offices designated by the Administrator. 



        SECTION 10.11.    NO WAIVER.    No failure on the part of the parties to the Administrative Services Agreement
to exercise, and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under the Administrative Services Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise thereof or the exercise of any other right, power or privilege operate as such a waiver. 


        SECTION 10.12.    REMEDIES CUMULATIVE.    No right, power or remedy of the parties under the Administrative
Services Agreement shall be exclusive of any other right, power or remedy, but shall be cumulative and in addition to any other right, power or remedy thereunder or existing by law or in equity. 


        SECTION 10.13.    NOTICES.    All notices, demands, instructions and other communications required or permitted
to be given to or made upon either party to the Administrative Services Agreement shall be in writing (including by facsimile transmission) and shall be personally delivered or 


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sent
by guaranteed overnight delivery or by facsimile transmission (to be followed by personal or guaranteed overnight delivery) and shall be deemed to be given for purposes of the Administrative
Services Agreement on the day that such writing is received by the intended recipient thereof in accordance with the provisions of this Section. Unless otherwise specified in a notice sent or
delivered in accordance with the foregoing provisions of this Section, notices, demands, instructions and other communications in writing shall be given to or made upon the respective parties thereto
at their respective addresses (or their respective telecopy numbers) indicated below: 




If
to the Trust: 


c/o
Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890

Attention: Corporate Trust Administration

Facsimile: (302) 636-4140 


If
to the Administrator: 


AMACAR
Pacific Corp.

6525 Morrison Blvd., Suite 318

Charlotte, North Carolina 28211

Attention: Douglas K. Johnson

Facsimile: (704) 365-1632 




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EXHIBIT 10.10