DEPOSITARY AGREEMENT
Date: November 11, 1994
Dean Witter Trust Company
2 Harborside Financial Center
Plaza Two
Jersey City, New Jersey 07311
Attn: John Van Heuvelen
President
Gentlemen:
Prime Income Trust, a non-diversified, closed-end management investment company organized as a
Massachusetts business trust (the "Trust") under the name "Allstate Prime Income Trust" is offering to purchase
up to 4,000,000 of its common shares of beneficial interest, par value $.01 per share ("Common Shares") for
cash at a price equal to their net asset value ("NAV") computed as of 4:00 P.M. New York City time on the
Expiration Date, upon the terms and conditions set forth in its Offer to Purchase dated November 18, 1994 (the
"Offer to Purchase"), and in the related Letter of Transmittal, copies of which together, as they may be amended
from time to time, constitute the "Offer." The "Expiration Date" for the Offer shall be 4:00 P.M., New York City
Time, on December 20, 1994, unless and until the Trust shall have extended the period of time for which the
Offer is open, in which event the term "Expiration Date" shall mean the latest time and date at which the Offer, as
so extended by the Trust, shall expire. All terms not defined herein shall have the same meaning as in the Offer.
The Trust hereby agrees with you as follows:
1. You will act as the Depositary in connection with the Offer. In such capacity you are authorized and directed
to accept tenders of Common Shares in accordance with the instructions received from the Trust. Tenders of
Common Shares may be made only as set forth in the Offer to Purchase, and tenders shall be considered
properly made to you only when:
(a) if such Common Shares are evidenced by certificates, certificate(s) for such Common Shares, together with a
properly completed and duly executed Letter of Transmittal or manually executed facsimile thereof and any other
documents required by the Letter of Transmittal, are received by you on or prior to the Expiration Date;