PRICING SUPPLEMENT Filed pursuant to Rule 424(b)(2) Registration Statement No. 333-112249 and 333-112249-01 Pricing Supplement No. 5 Dated September 15, 2004 (To Prospectus dated April 27, 2004, and Prospectus Supplement dated April 27, 2004) CUSIP: 02003MAE4 ISIN: US02003MAE49 Allstate Life Global Funding Secured Medium Term Notes Issued Through Allstate Life Global Funding Trust 2004-5 (the "Trust") The description in this pricing supplement of the particular terms of the Secured Medium Term Notes offered hereby supplements the description of the general terms and provisions of the notes set forth in the accompanying prospectus and prospectus supplement, to which reference is hereby made. Principal Amount: $250,000,000 Agent(s) Discount: 0.24% Issue Price: 100.000% Original Issue Date: September 22, 2004 Net Proceeds to the Trust: $249,400,000 Stated Maturity Date: September 22, 2009 Funding Agreement Number(s): FA-41074 Specified Currency: U.S. Dollars Interest Payment Dates: March 22, June 22, September 22, and December 22 in each year Initial Interest Payment Date: December 22, 2004 Regular Record Dates: 15 calendar days prior to each Interest Payment Date Type of Interest Rate: [ ] Fixed Rate [X] Floating Rate Fixed Rate Notes: [ ] Yes [X] No. If, Yes, Interest Rate: Floating Rate Notes: [X] Yes [ ] No. If, Yes, Regular Floating Rate Notes: [X] Yes [ ] No. If, Yes, Interest Rate: Interest Rate Basis plus the Spread Interest Rate Basis(es): See below Floating Rate/Fixed Rate Note: [ ] Yes [X] No. If, Yes, Floating Interest Rate: Interest Rate Basis(es): Fixed Interest Rate: Fixed Rate Commencement Date: Inverse Floating Rate Note: [ ] Yes [X] No. If, Yes, Fixed Interest Rate: Floating Interest Rate: Interest Rate Basis(es): Initial Interest Rate, if any: Interest Rate Basis plus the Spread determined as of the second London banking day preceding the Original Issue Date A-A-1 Initial Interest Reset Date: December 22, 2004 Interest Rate Basis(es). Check all that apply: [ ] CD Rate [ ] Commercial Paper Rate [ ] CMT Rate [ ] Eleventh District Cost of Funds Rate [X] LIBOR [ ] Federal Funds Rate [ ] EURIBOR [ ] Treasury Rate [ ] Prime Rate [ ] Other (See Attached) If LIBOR: [ ] LIBOR Reuters Page [X] LIBOR Moneyline Telerate Page 3750 LIBOR Currency: U.S. Dollars If CMT Rate: Designated CMT Telerate Page: If 7052: [ ] Weekly Average [ ] Monthly Average Designated CMT Maturity Index: Index Maturity: Three months Spread (+/-): +0.15% Spread Multiplier: Not applicable Interest Reset Date(s): Each Interest Payment Date Interest Determination Date(s): The second London banking day preceding the related Interest Reset Date Maximum Interest Rate, if any: Not applicable Minimum Interest Rate, if any; Not applicable Calculation Agent: J.P. Morgan Trust Company, National Association Exchange Rate Agent: Not applicable Computation of Interest (not applicable unless different than as specified in the prospectus and prospectus supplement): Day Count Convention (not applicable unless different than as specified in the prospectus and prospectus supplement): Amortizing Note: [ ] Yes [X] No. If, Yes, Amortizing Schedule: Additional/Other Terms: Discount Note: [ ] Yes [X] No. If, Yes, Total Amount of Discount: Initial Accrual Period of Discount: Additional/Other Terms: Redemption Provisions: [ ] Yes [X] No. If, Yes, Initial Redemption Date: Initial Redemption Percentage: Annual Redemption Percentage Reduction (if any): Redemption: [ ] In whole only and not in part [ ] May be in whole or in part Additional/Other Terms: Repayment: [ ] Yes [X] No. If, Yes, Repayment Date(s): Repayment Price: Repayment: [ ] In whole only and not in part [ ] May be in whole or in part Additional/Other Terms: Sinking Fund (not applicable unless specified): Additional Amounts to be Paid for Withholding Tax (not applicable unless specified): Securities Exchange Listing: [ ] Yes [X] No. If Yes, Name of Exchange Authorized Denominations: $1,000 Ratings: The Notes issued under the Program are rated "AA" by Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. and "Aa2" by Moody's Investors Service, Inc. Agent(s) Purchasing Notes as Principal: [X] Yes [ ] No. If Yes, Agent(s) Principal Amount - ---------------------------------------------------- ------------------------------------------------------------------ Merrill Lynch, Pierce, Fenner & Smith Incorporated $125,000,000 Deutsche Bank Securities Inc. $125,000,000 Total: $250,000,000 ============= Agent(s) Acting as Agent: [ ] Yes [X] No. If Yes, Agent(s) Principal Amount - ---------------------------------------------------- ------------------------------------------------------------------ ------------------------------------------------------------------ Total: Additional/Other Terms: Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc. have agreed to reimburse Allstate Life Insurance Company for certain costs and expenses relating to the offering, sale and issuance of the Notes. Special Tax Considerations: Interest payable on the Notes will be treated as "qualified stated interest" for United States Federal income tax purposes, as it meets the specified criteria referenced in the prospectus supplement under the heading "United States Federal Income Tax Considerations-U.S. Holders-Floating Rate Notes."