EXHIBIT 10.2
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SUPPORT AND EXPENSES AGREEMENT
BETWEEN
ALLSTATE LIFE INSURANCE COMPANY
AND
ALLSTATE LIFE GLOBAL FUNDING
DATED AS OF JUNE 27, 2002
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TABLE OF CONTENTS
PAGE
ARTICLE 1
DEFINITIONS; OTHER DEFINITIONAL PROVISIONS
SECTION 1.1 DEFINITIONS..............................................................1
SECTION 1.2 OTHER DEFINITIONAL PROVISIONS............................................3
ARTICLE 2
REPRESENTATIONS
SECTION 2.1 GENERAL..................................................................4
ARTICLE 3
OBLIGATIONS
SECTION 3.1 PAYMENT OF OBLIGATIONS...................................................4
SECTION 3.2 AMENDED OR ADDITIONAL ARRANGEMENTS.......................................5
SECTION 3.3 WAIVER OF NOTICE.........................................................5
SECTION 3.4 NO IMPAIRMENT............................................................5
SECTION 3.5 ENFORCEMENT..............................................................6
SECTION 3.6 SUBROGATION..............................................................6
SECTION 3.7 ACTIONS; NOTIFICATION....................................................6
SECTION 3.8 SETTLEMENT WITHOUT CONSENT...............................................7
SECTION 3.9 THIRD PARTY BENEFICIARIES................................................7
ARTICLE 4
GENERAL PROVISIONS
SECTION 4.1 BINDING EFFECT...........................................................7
SECTION 4.2 AMENDMENTS; ASSIGNMENTS..................................................7
SECTION 4.3 TERM OF AGREEMENT........................................................7
SECTION 4.4 NOTICES..................................................................8
SECTION 4.5 GOVERNING LAW............................................................8
SECTION 4.6 CONSENT TO JURISDICTION..................................................8
SECTION 4.7 WAIVER OF JURY TRIAL.....................................................9
SECTION 4.8 COUNTERPARTS.............................................................9
SECTION 4.9 SEVERABILITY.............................................................9
SECTION 4.10 ENTIRE AGREEMENT.........................................................9
SECTION 4.11 NO WAIVER................................................................9
SECTION 4.12 REMEDIES CUMULATIVE......................................................9
SECTION 4.13 LIMITATION OF DELAWARE TRUSTEE LIABILITY.................................9
EXHIBIT A NOTICE OF OBLIGATION
This
SUPPORT AND EXPENSES AGREEMENT, dated as of June 27, 2002 (this
"
SUPPORT AND EXPENSES AGREEMENT"), is entered into between Allstate Life
Insurance Company, an Illinois stock life insurance company ("ALLSTATE LIFE")
and
Allstate Life Global Funding, a statutory business trust organized in series
under the laws of the State of Delaware and acting hereunder with respect to
each series of the statutory business trust (the "ISSUER").
WHEREAS, the Issuer intends to establish a program (the "PROGRAM") for
the continuous issuance of medium term notes (the "NOTES") pursuant to the
Indenture; and
WHEREAS, the Issuer desires to use the proceeds of the Notes to
purchase funding agreements to be issued by Allstate Life (each, a "FUNDING
AGREEMENT").
NOW THEREFORE, in consideration of the premises and covenants set
forth in this
Support and Expenses Agreement, the parties agree as follows:
ARTICLE 1
DEFINITIONS; OTHER DEFINITIONAL PROVISIONS
SECTION 1.1 DEFINITIONS. The following terms, as used herein, have the
following meanings:
"ADMINISTRATOR" means AMACAR Pacific Corp. 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, by contract or otherwise.
"ALLSTATE LIFE" has the meaning ascribed in the first paragraph of
this
Support and Expenses Agreement.
"BUSINESS DAY" means a day (other than a Saturday, Sunday or legal
holiday) on which commercial banks in the City of
New York, the Borough of
Manhattan and Xxxx County, State of Illinois, are open for business.
"DEALER" means any dealer appointed by the Issuer to sell any of the
Notes.
"DELAWARE TRUSTEE" means Wilmington Trust Company, not in its
individual capacity but solely as trustee, and its successors.
"EXCLUDED AMOUNTS" means (i) any obligation of the Issuer to make any
payment to any Holder in accordance with the terms of the Notes, (ii) any
obligation or expense of the Issuer to the extent that such obligation or
expense has actually been paid utilizing funds available to the Issuer from
payments under the Funding Agreements, (iii) any cost, loss, damage, claim,
action, suit, expense, disbursement, tax, penalty and liability of any kind or
nature whatsoever resulting from or relating to any insurance regulatory or
other governmental authority asserting that: (a) the Notes are, or are deemed to
be, (1) participations in the Funding Agreements or (2) contracts of insurance,
or (b) the offer, purchase, sale and/or transfer of the Notes (1) constitute the
conduct of the business of insurance or reinsurance in any jurisdiction or (2)
require the Issuer, any Dealer or any Holder to be licensed as an insurer,
insurance agent or broker in any jurisdiction, (iv) any obligation of the Issuer
to indemnify Allstate Life or any of its Affiliates under any other agreement
between the Issuer on the one hand and any of them on the other hand, (v) any
obligation of Allstate Life to pay any Additional Amounts (as defined in such
Funding Agreement) pursuant to the terms of the Funding Agreements and (vi) any
cost, loss, damage, claim, action, suit, expense, disbursement, tax, penalty and
liability of any kind or nature whatsoever resulting from or relating to the
acts or failures to act of any Service Provider to the extent that such Service
Provider would not be entitled to indemnification or payment from the Issuer in
connection with any such act or failure to act pursuant to the terms of any
arrangements between the Issuer and such Service Provider in effect on the date
of this
Support and Expenses Agreement.
"FUNDING AGREEMENT" has the meaning ascribed in the second recital of
this
Support and Expenses Agreement.
"HOLDER" or "NOTEHOLDER" means any holder of the Notes.
"INDENTURE" means the indenture to be entered into between the Issuer
and the Indenture Trustee before any Notes are issued, as the same may be
amended, modified, restated, supplemented and/or replaced from time to time.
"INDENTURE TRUSTEE" means Bank One, National Association and its
successors.
"ISSUER" has the meaning ascribed in the first paragraph of this
Support and Expenses Agreement.
"NOTES" has the meaning ascribed in the first recital of this
Support
and Expenses Agreement.
"NOTICE OF OBLIGATION" means the instrument evidencing an Obligation
of the Issuer in, or substantially in, the form attached as Exhibit A.
"OBLIGATIONS" means any and all of the costs, losses, damages, claims,
actions, suits, expenses (including the reasonable fees and expenses of
counsel), disbursements, taxes, penalties and liabilities of any kind or nature
of the Issuer except the Excluded Amounts; provided, however, with respect to
the Delaware Trustee and the
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Administrator, only items (i), (ii) and (vi) of the definition of Excluded
Amounts shall apply.
"PERSON" means any natural person, corporation, limited partnership,
general partnership, joint stock company, limited liability company, joint
venture, association, company, trust (including any beneficiary thereof), bank,
trust company, land trust, business trust or other organization, whether or not
a legal entity, and governments and agencies and political subdivisions thereof.
"PROCEEDING" has the meaning ascribed in Section 3.7(a).
"PROGRAM" has the meaning ascribed in the first recital of this
Support and Expenses Agreement.
"SERVICE PROVIDER" means any of the Administrator, the Delaware
Trustee and the Indenture Trustee, and any other agent or provider of services
to the Issuer, in each case acting in such capacity with respect to the Notes.
"SUPPORT AND EXPENSES AGREEMENT" means this instrument as originally
executed and delivered as this instrument may be amended, modified, restated,
supplemented and/or replaced from time to time.
SECTION 1.2 OTHER DEFINITIONAL PROVISIONS. For all purposes of this
Support and Expenses Agreement, except as otherwise expressly provided or unless
the context otherwise requires:
(a) the terms defined in this Article 1 shall have the meanings
ascribed to them in this Article 1 and shall include the plural
as well as the singular;
(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 this Support
and Expenses Agreement or the intent of the parties hereto;
(d) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Support and Expenses Agreement as a
whole and not to any particular Article, Section or other
subdivision; and
(e) references herein to Articles and Sections shall, unless
otherwise specified, refer respectively to Articles and Sections
hereof.
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ARTICLE 2
REPRESENTATIONS
SECTION 2.1 GENERAL. Each party hereto represents and warrants to the
other that as of the date hereof:
(a) it has the power to enter into this Support and Expenses
Agreement and to consummate the transactions contemplated hereby;
(b) it has duly authorized, executed and delivered this Support and
Expenses Agreement;
(c) assuming the due authorization, execution and delivery of this
Support and Expenses Agreement by the other party, this Support
and Expenses Agreement constitutes a legal, valid and binding
obligation of the representing party;
(d) this Support and Expenses Agreement is enforceable against the
representing party 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; and
(e) its execution and delivery of this Support and Expenses
Agreement, consummation by it of the transactions contemplated
hereby and the performance of its obligations hereunder do not
and will not constitute or result in a default, breach or
violation of the terms or provisions of its organizational
documents or any material indenture, contract, agreement,
instrument, mortgage, judgment, injunction or order applicable to
which it is a party or by which any of its properties may be
bound.
ARTICLE 3
OBLIGATIONS
SECTION 3.1 PAYMENT OF OBLIGATIONS.
(a) Allstate Life hereby irrevocably and unconditionally agrees to
indemnify the Issuer against, and to pay all Obligations within
two Business Days of receipt of the applicable Notice of
Obligation, subject only to the terms and conditions of this
Support and Expenses Agreement.
(b) Allstate Life hereby agrees to pay any amount due under this
Support and Expenses Agreement in the currency in which the
related Obligation originated.
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(c) Allstate Life and the Issuer hereby agree that all payments due
under this Section 3.1 in respect of any Obligation shall be
effected, and any responsibility of Allstate Life to pay such
Obligation pursuant to the indemnity provided to the Issuer in
this Support and Expenses Agreement shall be discharged, by the
payment by Allstate Life, at the order of the Issuer, to the
account of the person to whom such Obligation is owed, as
specified in the applicable Notice of Obligation.
SECTION 3.2 AMENDED OR ADDITIONAL ARRANGEMENTS. The Issuer will not,
without the prior written approval of Allstate Life (a) enter into or amend,
modify, restate, and/or supplement any compensation or indemnification
arrangements with respect to the Program or (b) waive any of its rights under
any compensation or indemnification provisions under the Program.
SECTION 3.3 WAIVER OF NOTICE. Allstate Life hereby waives notice of any
fact or circumstance that could give rise to the payment of any Obligation under
Section 3.1 and, except as provided herein, Allstate Life also waives
presentment, demand for payment, protest, notice of nonpayment, notice of
dishonor, notice of redemption and all other notices and demands.
SECTION 3.4 NO IMPAIRMENT. The obligations, covenants, agreements and
duties of Allstate Life under this Support and Expenses Agreement will in no way
be affected or impaired by reason of the happening from time to time of any of:
(a) the extension of time for the payment of all or any portion of
any Obligation or for the performance of any other obligation
arising under, out of, or in connection with, any Obligation;
(b) any failure, omission, delay or lack of diligence on the part of
the Issuer to enforce, assert or exercise any right, privilege,
power or remedy conferred on the Issuer with respect to any
Obligation or any action on the part of the Issuer granting
indulgence or extension of any kind;
(c) the voluntary or involuntary liquidation, dissolution, sale of
any collateral, receivership, insolvency, bankruptcy, assignment
for the benefit of creditors, reorganization, arrangement,
composition or readjustment of debt of, or other similar
proceedings affecting, the Issuer or any of the assets of the
Issuer;
(d) the existence of any claim, set-off or other rights that Allstate
Life may have at any time against the Issuer; PROVIDED, that
nothing herein shall prevent the assertion of any such claim by
separate suit or compulsory counterclaim; or
(e) any other act or omission to act or delay of any kind by the
Issuer or any other Person or any other circumstance whatsoever
which
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might, but for the provisions of this Section 3.4(e), constitute
a legal or equitable discharge of or defense to Allstate Life's
obligations hereunder.
SECTION 3.5 ENFORCEMENT. Notwithstanding any rights granted to Allstate
Life under Section 3.9, Allstate Life waives any right or remedy to require that
any action be brought against any Person prior to the assertion of a claim under
this Support and Expenses Agreement.
SECTION 3.6 SUBROGATION. Upon, and subject to, the payment by Allstate
Life of any Obligation:
(a) Allstate Life shall be subrogated to all of the rights, interests
and remedies, if any, of the Issuer in respect of such
Obligation; and
(b) the Issuer will (i) from time to time execute all such
instruments and other agreements and take all such other actions
as may be necessary or desirable, or that Allstate Life may
request, to protect any interest of Allstate Life with respect to
any Obligation or to enable Allstate Life to exercise or enforce
any right, interest or remedy it may have with respect to any
such Obligation and (ii) release to Allstate Life any amount
received relating to any Obligation, or any portion of any
Obligation, immediately after any such amount relating to such
Obligation, or any portion of any such Obligation, is received by
the Issuer.
SECTION 3.7 ACTIONS; NOTIFICATION.
(a) The Issuer shall give prompt written notice to Allstate Life of
any litigation, or any investigation or proceeding by any
governmental agency or body or other Person, whether commenced or
threatened, against the Issuer that may give rise to any
Obligation (each, a "PROCEEDING"), but the Issuer's failure to so
notify Allstate Life shall not relieve Allstate Life from any
liability which it may have otherwise under this Support and
Expenses Agreement unless the failure to so notify had an adverse
impact on Allstate Life.
(b) Allstate Life may, in its sole discretion, elect to assume the
defense of the Issuer in any Proceeding that could give rise to
any Obligation, and if it so elects, Allstate Life shall select
counsel reasonably acceptable to the Issuer to represent the
Issuer in such Proceeding and pay the fees and expenses of such
counsel. In any Proceeding, the Issuer shall have the right to
retain its own counsel, but the fees and disbursements of such
counsel shall not constitute an Obligation unless (i) Allstate
Life and the Issuer shall have mutually agreed to the retention
of such counsel or (ii) the named parties to any such Proceeding
(including any impleaded
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parties) include both Allstate Life and the Issuer, and
representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests
between them. In no event shall Allstate Life be liable for fees
and expenses of more than one counsel (in addition to any local
counsel) for the Issuer in connection with any one action or
separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances.
SECTION 3.8 SETTLEMENT WITHOUT CONSENT. The Issuer may not settle any
Proceeding without the consent of Allstate Life.
SECTION 3.9 THIRD PARTY BENEFICIARIES. Allstate Life understands and
agrees that each Service Provider (including such parties in their respective
individual capacity) shall be a third party beneficiary of the indemnity
provided under this Support and Expenses Agreement, subject to the limitations
on such indemnity provided in this Support and Expenses Agreement. No other
Person shall have any legal or equitable right, remedy or claim under or in
respect of this Support and Expenses Agreement or any covenants, conditions or
provisions contained herein.
ARTICLE 4
GENERAL PROVISIONS
SECTION 4.1 BINDING EFFECT. All obligations, covenants, agreements and
duties contained in this Support and Expenses Agreement shall bind the permitted
successors and assigns, and receivers, trustees and representatives of each of
Allstate Life and the Issuer.
SECTION 4.2 AMENDMENTS; ASSIGNMENTS.
(a) This Support and Expenses Agreement will not be amended,
modified, restated, supplemented or replaced in any manner,
except with the unanimous written consent of the Issuer, Allstate
Life, the Administrator, the Delaware Trustee and the Indenture
Trustee.
(b) Neither this Support and Expenses Agreement nor any title, right
or interest in this Support and Expenses Agreement may be sold,
transferred, assigned, hypothecated or alienated in any manner
whatsoever, except with the express written consent of the Issuer
and Allstate Life.
SECTION 4.3 TERM OF AGREEMENT. This Support and Expenses Agreement shall
terminate and be of no further force and effect upon the later of (a) the date
on which full payment has been made of all amounts payable to each Holder in
accordance with the terms of the Notes, whether upon maturity, redemption or
otherwise, and (b) the date on which there is no Obligation due and payable
under this Support and Expenses Agreement. Unless and until this Support and
Expenses Agreement is terminated as
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specified in this Section 4.3, this Support and Expenses Agreement will be
continuing, irrevocable, unconditional and absolute.
SECTION 4.4 NOTICES. All demands, notices, instructions or other
communications required or permitted to be given hereunder shall be given in
writing by delivering the same against receipt by facsimile transmission
(confirmed by registered or certified mail, postage prepaid, return receipt
requested), or by registered or certified mail, postage prepaid, return receipt
requested, addressed as follows (and if so given, shall be deemed given when
mailed or upon receipt of a confirmation, if sent by facsimile):
If to the Issuer, to:
Allstate Life Global Funding
c/o AMACAR Pacific Corp.
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxx Xxxxxxxx
Attention: Xxxxxxx X. Xxxxxxx
Facsimile: (000) 000-0000
If to Allstate Life, to:
Allstate Life Insurance Company
0000 Xxxxxxx Xxxx, Xxxxx X0X
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Assistant Vice President, Institutional Markets
Facsimile: (000) 000-0000
SECTION 4.5 GOVERNING LAW. This Support and Expenses Agreement shall be
governed by, and construed in accordance with, the laws of the State of
New
York, without regard to its choice of law principles.
SECTION 4.6 CONSENT TO JURISDICTION. Each party to this Support and
Expenses Agreement submits for itself and in connection with its properties,
generally and unconditionally, to the nonexclusive jurisdiction of the United
States Federal court located in the City of
New York, the Borough of Manhattan
for purposes of any legal proceeding arising out of or relating to this Support
and Expenses Agreement or the transactions contemplated hereby. Each party to
this Support and Expenses Agreement irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter 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 this Support and Expenses Agreement hereby consents to
process being served in any suit, action or proceeding with respect to this
Support and Expenses Agreement, or any document delivered pursuant hereto 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 this Support and Expenses Agreement or to any other address of
which it shall have given written
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notice to the other party hereto. The foregoing shall not limit the ability of
any party hereto to bring suit in the courts of any other jurisdiction.
SECTION 4.7 WAIVER OF JURY TRIAL. Each of the parties to this Support
and Expenses Agreement irrevocably and expressly waives any and all right to a
trial by jury with respect to any legal proceeding arising out of or relating to
this Support and Expenses Agreement or any claims or transactions in connection
herewith. Each of the parties hereto hereby acknowledges that such waiver is
made with full understanding and knowledge of the nature of the rights and
benefits waived hereby.
SECTION 4.8 COUNTERPARTS. This Support and Expenses Agreement and any
amendments, modifications, restatements, supplements and/or replacements hereof,
or waivers or consents hereto, may be executed in any number of counterparts,
and by parties hereto 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 in the same instrument. This Support
and Expenses Agreement shall become effective upon the execution of a
counterpart by each of the parties hereto.
SECTION 4.9 SEVERABILITY. In the event any provision or obligation of
this Support and Expenses Agreement shall be invalid, illegal or unenforceable
in any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby to the
fullest extent permitted under applicable law.
SECTION 4.10 ENTIRE AGREEMENT. This Support and Expenses Agreement
constitutes the entire agreement between the parties hereto relating to the
subject matter hereof, and supersedes all previous agreements between the
parties, whether written or oral.
SECTION 4.11 NO WAIVER. No failure on the part of the parties hereto to
exercise, and no delay in exercising, and no course of dealing with respect to,
any right, power or privilege hereunder 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 4.12 REMEDIES CUMULATIVE. No right, power or remedy of the
parties hereunder 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 now or hereafter existing by law or in equity.
SECTION 4.13 LIMITATION OF DELAWARE TRUSTEE LIABILITY. Notwithstanding
any provision hereof to the contrary, it is expressly understood and agreed by
the parties that (a) this Support and Expenses Agreement is executed and
delivered by Wilmington Trust Company, not individually or personally, but
solely as Delaware Trustee, 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 herein made on the part of the
Issuer is made and intended not as personal representations, undertakings and
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agreements by Wilmington Trust Company, but is made and intended for the purpose
of binding only the Issuer, (c) nothing herein contained shall be construed as
creating any liability on Wilmington Trust Company, individually or personally,
to perform any covenant either expressed or implied herein, all such liability,
if any, being expressly waived by the parties hereto and by any person claiming
by, through or under the parties hereto and (d) under no circumstances shall
Wilmington Trust Company be personally liable for the payment of any
indebtedness or expenses of the Issuer or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by the
Issuer under this Support and Expenses Agreement or any other related documents.
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IN WITNESS WHEREOF, the parties have caused this Support and Expenses
Agreement to be executed by duly authorized representatives as of the day and
year first above written.
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Assistant Vice President
ALLSTATE LIFE GLOBAL FUNDING, acting
hereunder with respect to each series
By: WILMINGTON TRUST COMPANY, not in
its individual capacity, but solely as
Delaware Trustee
By: /s/ Xxxxxx X. XxxXxxxxx
------------------------------------
Name: Xxxxxx X. XxxXxxxxx
Title: Vice President
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EXHIBIT A
NOTICE OF OBLIGATION
Date: -
BY [HAND OR OVERNIGHT] DELIVERY AND/OR FACSIMILE
Allstate Life Insurance Company
Office of the General Counsel
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Telephone: -
Facsimile: -
Ladies and Gentlemen:
Reference is hereby made to the Support and Expenses Agreement dated
as of June 27, 2002 (the "SUPPORT AGREEMENT") entered into between Allstate Life
Insurance Company, an Illinois stock life insurance company ("ALLSTATE LIFE")
and
Allstate Life Global Funding, a statutory business trust organized in series
under the laws of the State of Delaware (the "ISSUER"). Capitalized terms used
in this notice (this "NOTICE OF OBLIGATION") and not otherwise defined have the
respective meanings ascribed in the Support Agreement.
The Issuer hereby represents to Allstate Life that:
(a) on -, the Issuer incurred an Obligation in an amount of $ -;
(b) the Obligation resulted from -; and
(c) all documents and instruments evidencing the Obligation are
attached to this Notice of Obligation.
The Issuer hereby requests Allstate Life to pay the Obligation in
accordance with the Support Agreement to the following account:
[Name of Bank:
Account No.:
Reference No.:]
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IN WITNESS WHEREOF, the Issuer has executed and delivered this Notice
of Obligation as of the date first written above.
ALLSTATE LIFE GLOBAL FUNDING
By: Wilmington Trust Company, not in
its individual capacity, but solely as
Delaware Trustee
By:
------------------------------------
Name:
Title:
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