<PAGE>   1
                                                                    EXHIBIT 4.10
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                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                            METLIFE CAPITAL TRUST II


                            [                ], 2001



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<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                Page
<S>                                                                                             <C>
                                   ARTICLE I
                         INTERPRETATION AND DEFINITIONS

SECTION 1.1     DEFINITIONS...................................................................    2

                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1     TRUST INDENTURE ACT; APPLICATION..............................................    9
SECTION 2.2     LISTS OF HOLDERS OF SECURITIES................................................    9
SECTION 2.3     REPORTS BY THE PROPERTY TRUSTEE...............................................   10
SECTION 2.4     PERIODIC REPORTS TO PROPERTY TRUSTEE..........................................   10
SECTION 2.5     EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT..............................   10
SECTION 2.6     EVENTS OF DEFAULT; WAIVER.....................................................   11
SECTION 2.7     EVENT OF DEFAULT; NOTICE......................................................   13

                                   ARTICLE III
                                  ORGANIZATION

SECTION 3.1     NAME..........................................................................   14
SECTION 3.2     OFFICE........................................................................   14
SECTION 3.3     PURPOSE.......................................................................   14
SECTION 3.4     AUTHORITY.....................................................................   15
SECTION 3.5     TITLE TO PROPERTY OF THE TRUST................................................   15
SECTION 3.6     POWERS AND DUTIES OF THE ADMINISTRATIVE TRUSTEES..............................   15
SECTION 3.7     PROHIBITION OF ACTIONS BY THE TRUST AND THE ADMINISTRATIVE TRUSTEES...........   18
SECTION 3.8     POWERS AND DUTIES OF THE PROPERTY TRUSTEE.....................................   19
SECTION 3.9     CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY TRUSTEE...................   22
SECTION 3.10    CERTAIN RIGHTS OF PROPERTY TRUSTEE............................................   24
SECTION 3.11    DELAWARE TRUSTEE..............................................................   27
SECTION 3.12    EXECUTION OF DOCUMENTS........................................................   27
</TABLE>


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<TABLE>
<S>                                                                                              <C>
SECTION 3.13     NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.......................   27
SECTION 3.14     DURATION OF TRUST............................................................   27
SECTION 3.15     MERGERS......................................................................   28

                                   ARTICLE IV
                                     SPONSOR

SECTION 4.1     SPONSOR'S PURCHASE OF COMMON SECURITIES.......................................   30
SECTION 4.2     RIGHTS AND RESPONSIBILITIES OF THE SPONSOR....................................   30
SECTION 4.3     RIGHT TO PROCEED..............................................................   31

                                   ARTICLE V
                                    TRUSTEES

SECTION 5.1     NUMBER  OF TRUSTEES...........................................................   31
SECTION 5.2     DELAWARE TRUSTEE..............................................................   32
SECTION 5.3     PROPERTY TRUSTEE; ELIGIBILITY.................................................   32
SECTION 5.4     CERTAIN QUALIFICATIONS OF ADMINISTRATIVE TRUSTEES AND DELAWARE TRUSTEE
                GENERALLY.....................................................................   33
SECTION 5.5     ADMINISTRATIVE TRUSTEES.......................................................   34
SECTION 5.6     APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES..............................   34
SECTION 5.7     VACANCIES AMONG TRUSTEES......................................................   36
SECTION 5.8     EFFECT OF VACANCIES...........................................................   36
SECTION 5.9     MEETINGS......................................................................   37
SECTION 5.10    DELEGATION OF POWER...........................................................   37
SECTION 5.11    MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS...................   38

                                   ARTICLE VI
                                  DISTRIBUTIONS

SECTION 6.1     DISTRIBUTIONS.................................................................   38

                                  ARTICLE VII
                             ISSUANCE OF SECURITIES

SECTION 7.1     GENERAL PROVISIONS REGARDING SECURITIES.......................................   39
SECTION 7.2     PAYING AGENT/REGISTRAR........................................................   40
</TABLE>


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<TABLE>
<S>                                                                      <C>
                                  ARTICLE VIII
                              TERMINATION OF TRUST

SECTION 8.1     DISSOLUTION OF TRUST.......................................   41

                                   ARTICLE IX
                              TRANSFER OF INTERESTS

SECTION 9.1     TRANSFER OF SECURITIES.....................................   42
SECTION 9.2     TRANSFER OF CERTIFICATES...................................   42
SECTION 9.3     DEEMED SECURITY HOLDERS....................................   43
SECTION 9.4     BOOK ENTRY INTERESTS.......................................   43
SECTION 9.5     NOTICES TO CLEARING AGENCY.................................   44
SECTION 9.6     APPOINTMENT OF SUCCESSOR CLEARING AGENCY...................   44
SECTION 9.7     DEFINITIVE PREFERRED SECURITY CERTIFICATES.................   45
SECTION 9.8     MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES..........   45

                                    ARTICLE X
                       LIMITATION OF LIABILITY OF HOLDERS
                        OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1     LIABILITY.................................................   46
SECTION 10.2     EXCULPATION...............................................   47
SECTION 10.3     FIDUCIARY DUTY............................................   47
SECTION 10.4     INDEMNIFICATION AND EXPENSES..............................   48
SECTION 10.5     OUTSIDE BUSINESSES........................................   48

                                   ARTICLE XI
                                   ACCOUNTING

SECTION 11.1     FISCAL YEAR...............................................   49
SECTION 11.2     CERTAIN ACCOUNTING MATTERS................................   50
SECTION 11.3     BANKING...................................................   50
SECTION 11.4     WITHHOLDING...............................................   51
</TABLE>



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<TABLE>
<S>                                                                                              <C>
                                   ARTICLE XII
                             AMENDMENTS AND MEETINGS

SECTION 12.1     AMENDMENTS...................................................................   51
SECTION 12.2     MEETINGS OF THE HOLDERS OF SECURITIES; ACTION BY WRITTEN CONSENT.............   53

                                  ARTICLE XIII
                           REPRESENTATIONS OF PROPERTY
                          TRUSTEE AND DELAWARE TRUSTEE

SECTION 13.1     REPRESENTATIONS AND WARRANTIES OF PROPERTY TRUSTEE...........................   55
SECTION 13.2     REPRESENTATIONS AND WARRANTIES OF DELAWARE TRUSTEE...........................   56

                                   ARTICLE XIV
                                  MISCELLANEOUS

SECTION 14.1     NOTICES......................................................................   57
SECTION 14.2     GOVERNING LAW................................................................   59
SECTION 14.3     INTENTION OF THE PARTIES.....................................................   59
SECTION 14.4     HEADINGS.....................................................................   59
SECTION 14.5     SUCCESSORS AND ASSIGNS.......................................................   59
SECTION 14.6     PARTIAL ENFORCEABILITY.......................................................   59
SECTION 14.7     COUNTERPARTS.................................................................   60
SECTION 14.8     CUSIP NUMBERS................................................................   60
</TABLE>


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<PAGE>   6
                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                            METLIFE CAPITAL TRUST II

                            [                ], 2001


      AMENDED AND RESTATED DECLARATION OF TRUST (the "Declaration") dated and
effective as of [        ], 2001, by the Trustees (as defined herein), the
Sponsor (as defined herein) and by the Holders (as defined herein), from time to
time, of the securities representing undivided beneficial interests in the
assets of the Trust (as defined herein) to be issued pursuant to this
Declaration;

      WHEREAS, certain of the Trustees and the Sponsor established MetLife
Capital Trust II (the "Trust"), a trust under the Business Trust Act (as defined
herein) pursuant to a Declaration of Trust dated as of May 17, 2001 (the
"Original Declaration"), and a Certificate of Trust filed with the Secretary of
State of the State of Delaware on May 17, 2001 for the sole purpose of issuing
and selling certain securities representing undivided beneficial interests in
the assets of the Trust and investing the proceeds thereof in certain Debentures
of the Debenture Issuer (each, as defined herein);

      WHEREAS, all of the parties hereto, by this Declaration, amend and restate
each and every term and provision of the Original Declaration; and

      NOW, THEREFORE, it being the intention of the parties hereto to continue
the Trust as a business trust under the Business Trust Act and that this
Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held by the
Trust for the benefit of the Holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.
<PAGE>   7
                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

SECTION 1.1 DEFINITIONS.

      UNLESS THE CONTEXT OTHERWISE REQUIRES:

      (a) capitalized terms used in this Declaration but not defined in the
preamble above have the respective meanings assigned to them in this Section
1.1;

      (b) a term defined anywhere in this Declaration has the same meaning
throughout;

      (c) all references to "the Declaration" or "this Declaration" are to this
Declaration as modified, supplemented or amended from time to time;

      (d) all references in this Declaration to Articles and Sections and
Annexes and Exhibits are to Articles and Sections of and Annexes and Exhibits to
this Declaration unless otherwise specified;

      (e) a term defined in the Trust Indenture Act (as defined herein) has the
same meaning when used in this Declaration unless otherwise defined in this
Declaration or unless the context otherwise requires; and

      (f) a reference to the singular includes the plural and vice versa.

      "Administrative Trustee" and "Administrative Trustees" have the meaning
set forth in Section 5.1.

      "Affiliate" of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. When used with respect to any Person,
"control" means the power, directly or indirectly, to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" and "under common control with" have meanings
correlative to the foregoing.

      "Agent" means any Paying Agent or Registrar.


                                        2
<PAGE>   8
      "Authorized Officer" means (i) with respect to the Sponsor, the Chief
Executive Officer, the Chief Financial Officer, the President, a Vice President,
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary
of the Sponsor and (ii) with respect to any other Person, any Person that is
authorized to bind such Person.

      "Book Entry Interest" means a beneficial interest in a Global Certificate,
ownership and transfers of which shall be maintained and made through book
entries by a Clearing Agency as described in Section 9.4.

      "Business Day" means any day other than Saturday, Sunday or a day on which
banking institutions and trust companies in The City of New York are authorized
or required by law, regulation or executive order to close.

      "Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12
Del. Code Section 3801 et seq., as it may be amended from time to time, or any
successor legislation.

      "Certificate" means a Common Security Certificate or a Preferred Security
Certificate.

      "Clearing Agency" means an organization registered as a "Clearing Agency"
pursuant to Section 17A of the Exchange Act that is acting as depositary for the
Preferred Securities and in whose name or in the name of a nominee of that
organization shall be registered a Global Certificate and which shall undertake
to effect book entry transfers and pledges of the Preferred Securities.

      "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Clearing
Agency effects book entry transfers and pledges of securities deposited with the
Clearing Agency.

      "Closing Date" means the "Closing Date" under the Underwriting Agreement.

      "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation.

      "Commission" means the Securities and Exchange Commission.

      "Common Security" has the meaning set forth in Section 7.1.


                                        3
<PAGE>   9
      "Common Securities Guarantee" means the guarantee agreement to be dated as
of [                ] of the Sponsor in respect of the Common Securities.

      "Common Security Certificate" means a definitive certificate in fully
registered form representing a Common Security substantially in the form of
Exhibit A-2.

      "Corporate Trust Office" means the office of the Property Trustee at which
the corporate trust business of the Property Trustee shall, at any particular
time, be principally administered, which office at the date of execution of this
Declaration is located at Bank One Trust Company, N.A., 1 Bank One Plaza, Suite
121-0430, Chicago, Illinois 60670, Attention: Global Corporate Trust Services.

      "Covered Person" means (a) any officer, director, shareholder, partner,
member, representative, employee or agent of (i) the Trust or (ii) the Trust's
Affiliates; and (b) any Holder of Securities.

      "Debenture Issuer" means MetLife, Inc., a Delaware corporation, in its
capacity as issuer of the Debentures under the Indenture.

      "Debenture Trustee" means Bank One Trust Company, N.A., as trustee under
the Senior Indenture (as defined in the definition of "Indenture" herein) until
a successor is appointed thereunder, and thereafter means such successor
trustee, or Bank One Trust Company, N.A., as trustee under the Subordinated
Indenture (as defined in the definition of "Indenture" herein) until a successor
is appointed thereunder, and thereafter means such successor trustee.

      "Debentures" means the series of [ ]% debentures to be issued by the
Debenture Issuer under the Indenture, a specimen certificate for such series of
Debentures being Exhibit B.

      "Definitive Preferred Securities Certificates" has the meaning set forth
in Section 9.4.

      "Delaware Trustee" has the meaning set forth in Section 5.2.

      "Direction" by a Person means a written direction signed:

            (a) if the Person is a natural person, by that Person; or

            (b) in any other case, in the name of such Person by one or more
      Authorized Officers of that Person.


                                        4
<PAGE>   10
      "Direct Action" has the meaning set forth in Section 3.8(e).

      "Distribution" means a distribution payable to Holders of Securities in
accordance with Section 6.1.

      "DTC" means The Depository Trust Company, the initial Clearing Agency.

      "Event of Default" in respect of the Securities means an Event of Default
(as defined in the Indenture) has occurred and is continuing in respect of the
Debentures.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor legislation.


      "Fiduciary Indemnified Person" has the meaning set forth in Section
10.4(b).


      "Global Certificate" has the meaning set forth in Section 9.4.

      "Holder" or "holder" means a Person in whose name a Certificate
representing a Security is registered, such Person being a beneficial owner
within the meaning of the Business Trust Act.


      "Indemnified Person" means a Sponsor Indemnified Person or a Fiduciary
Indemnified Person.


      "Indenture" means either the Senior Indenture, dated as of [         ],
between the Debenture Issuer and the applicable Debenture Trustee, and any
indenture supplemental thereto pursuant to which the Debentures are to be issued
(the "Senior Indenture"), or the Subordinated Indenture, dated as of [        ],
between the Debenture Issuer and the applicable Debenture Trustee, and any
indenture supplemental thereto pursuant to which the Debentures are to be issued
(the "Subordinated Indenture").

      "Investment Company" means an investment company as defined in the
Investment Company Act.

      "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

      "Legal Action" has the meaning set forth in Section 3.6(f).

      "Liquidation Distribution" has the meaning set forth in Annex I.


                                        5
<PAGE>   11
      "Majority in liquidation amount of the Securities" means, except as
provided in the terms and conditions of the Preferred Securities set forth in
Annex I hereto or by the Trust Indenture Act, Holder(s) of outstanding
Securities voting together as a single class or, as the context may require,
Holders of outstanding Preferred Securities or Holders of outstanding Common
Securities, voting separately as a class, who are the record owners of more than
50% of the aggregate liquidation amount of all outstanding Securities of the
relevant class.

      "Officer's Certificate" means, with respect to any Person, a certificate
signed by an Authorized Officer of such Person. Any Officer's Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Declaration shall include:

            (a) a statement that the officer signing the Officer's Certificate
      has read the covenant or condition and the definitions relating thereto;

            (b) a brief statement of the nature and scope of the examination or
      investigation undertaken by the officer in rendering the Officer's
      Certificate;

            (c) a statement that such officer has made such examination or
      investigation as, in such officer's opinion, is necessary to enable such
      officer to express an informed opinion as to whether or not such covenant
      or condition has been complied with; and

            (d) a statement as to whether, in the opinion of such officer, such
      condition or covenant has been complied with.

      "Paying Agent" has the meaning set forth in Section 7.2.

      "Payment Amount" has the meaning set forth in Section 6.1.

      "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

      "Preferred Security" has the meaning set forth in Section 7.1.

      "Preferred Security Beneficial Owner" means, with respect to a Book Entry
Interest, a Person who is the beneficial owner of such Book Entry Interest, as


                                        6
<PAGE>   12
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly as a Clearing Agency
Participant or as an indirect participant, in each case in accordance with the
rules of such Clearing Agency).

      "Preferred Security Certificate" means a certificate representing a
Preferred Security substantially in the form of Exhibit A-1.

      "Preferred Securities Guarantee" means the guarantee agreement, dated as
of [          ] of the Sponsor and Bank One Trust Company, N.A., as trustee for
the benefit of the Holders from time to time of the Preferred Securities.

      "Property Trustee" means the Trustee meeting the eligibility requirements
set forth in Section 5.3.

      "Property Trustee Account" has the meaning set forth in Section 3.8(c).

      "Quorum" means a majority of the Administrative Trustees or, if there are
only two Administrative Trustees, both of them.

      "Registrar" has the meaning set forth in Section 7.2.

      "Related Party" means, with respect to the Sponsor, any direct or indirect
wholly owned subsidiary of the Sponsor or any other Person that owns, directly
or indirectly, 100% of the outstanding voting securities of the Sponsor.

      "Responsible Officer" means, with respect to the Property Trustee, any
officer within the Corporate Trust Office of the Property Trustee (or any
successor of the Property Trustee), including, but not limited to, any
vice-president, any assistant vice-president, any assistant secretary, any
assistant treasurer or other officer of the Corporate Trust Office of the
Property Trustee assigned by the Property Trustee to administer its corporate
trust matters and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of that
officer's knowledge of and familiarity with the particular subject, in each case
who shall have direct responsibility for the administration of this Declaration.

      "Securities" means the Common Securities and the Preferred Securities.

      "Securities Guarantees" means the Common Securities Guarantee and the
Preferred Securities Guarantee.


                                        7
<PAGE>   13
      "Securities Act" means the Securities Act of 1933, as amended from time to
time, or any successor legislation.

      "Sponsor" means MetLife, Inc., a Delaware corporation, or any successor
entity in a merger or consolidation, in its capacity as sponsor of the Trust.

      "Sponsor Indemnified Person" means (a) any Administrative Trustee; (b) any
Affiliate of any Administrative Trustee; (c) any officers, directors,
shareholders, members, partners, employees, representatives or agents of any
Administrative Trustee or any Affiliate of any Administrative Trustee; or (d)
any officer, employee or agent of the Trust or its Affiliates.

      "Successor Delaware Trustee" has the meaning set forth in Section 5.
6(b)(ii).

      "Successor Entity" has the meaning set forth in Section 3.15(b)(i).

      "Successor Property Trustee" has the meaning set forth in Section
3.8(f)(ii).

      "Super Majority" has the meaning set forth in Section 2.6(a)(ii).

      "10% in liquidation amount of the Securities" means, except as provided in
the terms of the Preferred Securities set forth in Annex I hereto or by the
Trust Indenture Act, Holder(s) of outstanding Securities voting together as a
single class or, as the context may require, Holders of outstanding Preferred
Securities or Holders of outstanding Common Securities voting separately as a
class, who are the record owners of 10% or more of the aggregate liquidation
amount of all outstanding Securities of the relevant class.

      "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

      "Trustee" or "Trustees" means each Person who has signed this Declaration
as a trustee, so long as such Person shall continue in office in accordance with
the terms hereof, and all other Persons who may from time to time be duly
appointed, qualified and serving as Trustees in accordance with the provisions
hereof, and references herein to a Trustee or the Trustees shall refer to such
Person or Persons solely in their capacity as trustees hereunder.


                                        8
<PAGE>   14
      "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation.

      "Underwriting Agreement" means the Underwriting Agreement for the offering
and sale of the Preferred Securities.

                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1 TRUST INDENTURE ACT; APPLICATION.

      (a) This Declaration is subject to the provisions of the Trust Indenture
Act that are required to be part of this Declaration and shall, to the extent
applicable, be governed by such provisions.

      (b) The Property Trustee shall be the only Trustee which is a Trustee for
the purposes of the Trust Indenture Act.

      (c) If and to the extent that any provision of this Declaration limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

      (d) Any application of the Trust Indenture Act to this Declaration shall
not affect the nature of the Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.

SECTION 2.2 LISTS OF HOLDERS OF SECURITIES.

      (a) Each of the Sponsor and the Administrative Trustees, on behalf of the
Trust, shall provide the Property Trustee (i) within 15 days after each record
date for payment of Distributions, a list, in such form as the Property Trustee
may reasonably require, of the names and addresses of the Holders of the
Securities ("List of Holders") as of such record date, provided that neither
the Sponsor nor the Administrative Trustees, on behalf of the Trust, shall be
obligated to provide such List of Holders at any time the List of Holders does
not differ from the most recent List of Holders given to the Property Trustee by
the Sponsor and the Administrative Trustees on behalf of the Trust, and (ii) at
any other time, within 30 days of receipt by the Trust of a written request by
the Property Trustee for a List of Holders as of a date no more than 15 days
before such List of Holders is given to the Property Trustee. The Property
Trustee shall preserve, in as current a form as is reasonably practicable, all


                                        9
<PAGE>   15
information contained in the Lists of Holders given to it or which it receives
in the capacity as Paying Agent (if acting in such capacity), provided that the
Property Trustee may destroy any List of Holders previously given to it on
receipt of a new List of Holders.

      (b) The Property Trustee shall comply with its obligations under Sections
311(a), 311(b) and 312(b) of the Trust Indenture Act.

SECTION 2.3 REPORTS BY THE PROPERTY TRUSTEE.

      Within 60 days after [ ] of each year, commencing [ ] the Property Trustee
shall provide to the Holders of the Preferred Securities such reports as are
required by Section 313 of the Trust Indenture Act, if any, in the form and in
the manner provided by Section 313 of the Trust Indenture Act. The Property
Trustee shall also comply with the requirements of Section 313(d) of the Trust
Indenture Act.

SECTION 2.4 PERIODIC REPORTS TO PROPERTY TRUSTEE.

      Each of the Sponsor and the Administrative Trustees, on behalf of the
Trust, shall provide to the Property Trustee such documents, reports and
information as required by Section 314 of the Trust Indenture Act (if any) and
the compliance certificate required by Section 314 of the Trust Indenture Act in
the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act.

      Delivery of such reports, information and documents to the Property
Trustee is for informational purposes only and the Property Trustee's receipt of
such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Sponsor's or Administrative Trustees' compliance with any of its covenants
hereunder (as to which the Property Trustee is entitled to rely exclusively on
Officer's Certificates).

SECTION 2.5 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

      Each of the Sponsor and the Administrative Trustees, on behalf of the
Trust, shall provide to the Property Trustee such evidence of compliance with
any conditions precedent, if any, provided for in this Declaration that relate
to any of the matters set forth in Section 314(c) of the Trust Indenture Act.
Any certificate or


                                       10
<PAGE>   16
opinion required to be given by an officer pursuant to Section 314(c)(1) may be
given in the form of an Officer's Certificate.

SECTION 2.6 EVENTS OF DEFAULT; WAIVER.

      (a) The Holders of a Majority in liquidation amount of Preferred
Securities may, by vote, on behalf of the Holders of all of the Preferred
Securities, waive any past Event of Default in respect of the Preferred
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:

            (i) is not waivable under the Indenture, the Event of Default under
      this Declaration shall also not be waivable; or

            (ii) requires the consent or vote of greater than a majority in
      principal amount of the holders of the Debentures (a "Super Majority") to
      be waived under the Indenture, the Event of Default under this Declaration
      may only be waived by the vote of the Holders of at least the proportion
      in liquidation amount of the Preferred Securities that the relevant Super
      Majority represents of the aggregate principal amount of the Debentures
      outstanding.

The foregoing provisions of this Section 2.6(a) shall be in lieu of Section
316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Preferred Securities, as permitted by the Trust Indenture Act. Upon such waiver,
any such default shall cease to exist, and any Event of Default with respect to
the Preferred Securities arising therefrom shall be deemed to have been cured,
for every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or an Event of Default with respect to the Preferred
Securities or impair any right consequent thereon. Any waiver by the Holders of
the Preferred Securities of an Event of Default with respect to the Preferred
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Declaration without any further act, vote,
or consent of the Holders of the Common Securities.

      (b) The Holders of a Majority in liquidation amount of the Common
Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with respect to the Common
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:


                                       11
<PAGE>   17
            (i) is not waivable under the Indenture, except where the Holders of
      the Common Securities are deemed to have waived such Event of Default
      under this Declaration as provided below in this Section 2.6(b) and
      Section 2.6(c), the Event of Default under this Declaration shall also not
      be waivable; or

            (ii) requires the consent or vote of a Super Majority to be waived,
      except where the Holders of the Common Securities are deemed to have
      waived such Event of Default under this Declaration as provided below in
      this Section 2.6(b) and in Section 2.6(c), the Event of Default under this
      Declaration may only be waived by the vote of the Holders of at least the
      proportion in liquidation amount of the Common Securities that the
      relevant Super Majority represents of the aggregate principal amount of
      the Debentures outstanding;

provided further, each Holder of Common Securities will be deemed to have waived
any such Event of Default and all Events of Default with respect to the Common
Securities and its consequences until all Events of Default with respect to the
Preferred Securities have been cured, waived or otherwise eliminated, and until
such Events of Default have been so cured, waived or otherwise eliminated, the
Property Trustee will be deemed to be acting solely on behalf of the Holders of
the Preferred Securities and only the Holders of the Preferred Securities will
have the right to direct the Property Trustee in accordance with the terms of
the Securities. The foregoing provisions of this Section 2.6(b) shall be in lieu
of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such
Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby
expressly excluded from this Declaration and the Securities, as permitted by the
Trust Indenture Act. Subject to the foregoing provisions of this Section 2.6(b),
upon such waiver, any such default shall cease to exist and any Event of Default
with respect to the Common Securities arising therefrom shall be deemed to have
been cured for every purpose of this Declaration, but no such waiver shall
extend to any subsequent or other default or Event of Default with respect to
the Common Securities or impair any right consequent thereon.

      (c) A waiver of an Event of Default under the Indenture by the Property
Trustee at the direction of the Holders of the Preferred Securities constitutes
a waiver of the corresponding Event of Default with respect to the Preferred
Securities under this Declaration. Any waiver of an Event of Default under the
Indenture by the Property Trustee at the direction of the Holders of the
Preferred Securities shall also be deemed to constitute a waiver by the Holders
of the Common Securities of the


                                       12
<PAGE>   18
corresponding Event of Default under this Declaration with respect to the Common
Securities for all purposes of this Declaration without further act, vote or
consent of the Holders of the Common Securities. The foregoing provisions of
this Section 2.6(c) shall be in lieu of Section 3l6(a)(1)(B) of the Trust
Indenture Act and such Section 316(a)(1)(B) of the Trust Indenture Act is hereby
expressly excluded from this Declaration and the Securities, as permitted by the
Trust Indenture Act.

SECTION 2.7 EVENT OF DEFAULT; NOTICE.

      (a) The Property Trustee shall, within 90 days after a Responsible Officer
of the Property Trustee obtains actual knowledge of the occurrence of an Event
of Default, actually known to such Responsible Officer of the Property Trustee,
transmit by mail, first class postage prepaid, to the Holders of the Securities,
notices of all such defaults with respect to the Securities, unless such
defaults have been cured before the giving of such notice (the term "defaults"
for the purposes of this Section 2.7(a) being hereby defined to be an Event of
Default as defined in the Indenture, not including any periods of grace provided
for therein and irrespective of the giving of any notice provided therein);
provided that, except for a default in the payment of principal of (or premium,
if any) or interest on any of the Debentures, the Property Trustee shall be
protected in withholding such notice if and so long as a Responsible Officer of
the Property Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of the Securities.

      (b) The Property Trustee shall not be deemed to have knowledge of any
default except:

            (i) a default under Sections 6.01(a)(1) and 6.01(a)(2) of the
      Indenture provided that the Property Trustee is also the Paying Agent
      under the Indenture; or

            (ii) any default as to which the Property Trustee shall have
      received written notice which references the Securities and this
      Declaration at its Corporate Trust Office or of which a Responsible
      Officer of the Property Trustee charged with the administration of this
      Declaration shall have actual knowledge.

      The Sponsor and the Administrative Trustees shall file annually with the
Property Trustee a certification as to whether or not they are in compliance
with all the conditions applicable to them under this Declaration.


                                       13
<PAGE>   19
                                   ARTICLE III
                                  ORGANIZATION

SECTION 3.1 NAME.

      The Trust is named "MetLife Capital Trust II," as such name may be
modified from time to time by the Administrative Trustees following written
notice to the Delaware Trustee, the Property Trustee and Holders of the
Securities. The Trust's activities may be conducted under the name of the Trust
or any other name deemed advisable by the Administrative Trustees.

SECTION 3.2 OFFICE.

      The address of the principal office of the Trust, for purposes of the
Delaware Business Trust Act, is c/o Bank One Delaware, Inc., Three Christina
Center, 201 North Walnut Street, Wilmington, New Castle County, Delaware, 19801.
On ten Business Days written notice to the Property Trustee and Holders of the
Securities, the Administrative Trustees may designate another principal office.

SECTION 3.3 PURPOSE.

      The exclusive purposes and functions of the Trust are (a) to issue and
sell the Securities and use the gross proceeds from such sale to acquire the
Debentures, and (b) except as otherwise set forth herein, to engage in only
those other activities necessary, appropriate, convenient or incidental thereto.
The Trust shall not borrow money, issue debt or reinvest proceeds derived from
investments, pledge any of its assets, or otherwise undertake (or permit to be
undertaken) any activity that would cause the Trust not to be classified for
United States federal income tax purposes as a grantor trust. It is the intent
of the parties to this Declaration for the Trust to be classified as a grantor
trust for United States federal income tax purposes under Subpart E of
Subchapter J of the Code, pursuant to which the owners of the Preferred
Securities and the Common Securities will be the owners of the Trust for United
States federal income tax purposes, and such owners will include directly in
their gross income the income, gain, deduction or loss of the Trust as if the
Trust did not exist. By the acceptance of this Declaration the Trustees, the
Sponsor, the Preferred Security Beneficial Owners and the holders of the Common
Securities agree that they will not take any position for United States federal
income tax purposes which is contrary to the classification of the Trust as a
grantor trust.


                                       14
<PAGE>   20
SECTION 3.4 AUTHORITY.

      Subject to the limitations provided in this Declaration and to the
specific duties of the Property Trustee, the Administrative Trustees shall have
exclusive and complete authority to carry out the purposes of the Trust. An
action taken by the Administrative Trustees on behalf of the Trust in accordance
with their powers shall constitute the act of and serve to bind the Trust and an
action taken by the Property Trustee on behalf of the Trust in accordance with
its powers shall constitute the act of and serve to bind the Trust. In dealing
with the Trustees acting on behalf of the Trust, no Person shall be required to
inquire into the authority of the Trustees to bind the Trust. Persons dealing
with the Trust are entitled to rely conclusively on the power and authority of
the Trustees as set forth in this Declaration.

SECTION 3.5 TITLE TO PROPERTY OF THE TRUST.

      Except as provided in Section 3.8 with respect to the Debentures and the
Property Trustee Account or as otherwise provided in this Declaration, legal
title to all assets of the Trust shall be vested in the Trust. A Holder shall
not have legal title to any part of the assets of the Trust, but shall have an
undivided beneficial interest in the assets of the Trust.

SECTION 3.6 POWERS AND DUTIES OF THE ADMINISTRATIVE TRUSTEES.

      The Administrative Trustees shall have the exclusive power, duty and
authority and are hereby authorized and directed to cause the Trust to engage in
the following activities:

      (a) to execute, deliver, issue and sell the Preferred Securities and the
Common Securities in accordance with this Declaration; provided, however, that
the Trust may issue no more than one series of Preferred Securities and no more
than one series of Common Securities, and, provided further, that there shall be
no interests in the Trust other than the Securities, and the issuance of
Securities shall be limited to a simultaneous issuance of both Preferred
Securities and Common Securities on each Closing Date;

      (b) in connection with the issue and sale of the Preferred Securities to:

            (i) execute and file with the Commission the registration statement
      and the prospectus relating to the registration statement on Form S-3


                                       15
<PAGE>   21
      prepared by the Sponsor, including any amendments or supplements thereto,
      pertaining to the Preferred Securities and to take any other action
      relating to the registration and sale of the Preferred Securities under
      federal and state securities laws;

            (ii) execute and file any documents prepared by the Sponsor, or take
      any acts as determined by the Sponsor to be necessary in order to qualify
      or register all or part of the Preferred Securities in any State in which
      the Sponsor has determined to qualify or register such Preferred
      Securities for sale;

            (iii) execute and file an application, prepared by the Sponsor, to
      the New York Stock Exchange, Inc. or any other national stock exchange or
      the Nasdaq Stock Market's National Market for listing upon notice of
      issuance of any Preferred Securities;

            (iv) execute and file with the Commission a registration statement
      on Form 8-A, including any amendments thereto, prepared by the Sponsor,
      relating to the registration of the Preferred Securities under Section
      12(b) of the Exchange Act;

            (v) execute and enter into and deliver the Underwriting Agreement
      providing for the sale of the Preferred Securities; and

            (vi) execute and deliver letters, documents or instruments with DTC
      and other Clearing Agencies relating to the Preferred Securities.

      (c) to acquire the Debentures with the proceeds of the sale of the
Preferred Securities and the Common Securities; provided, however, that the
Administrative Trustees shall cause legal title to the Debentures to be held of
record in the name of the Property Trustee for the benefit of the Trust and the
Holders of the Preferred Securities and the Holders of Common Securities;

      (d) to establish a record date with respect to all actions to be taken
hereunder that require a record date be established, including and with respect
to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, repayments, redemptions and exchanges, and to
issue relevant notices to the Holders of Preferred Securities and Holders of
Common Securities as to such actions and applicable record dates;


                                       16
<PAGE>   22
      (e) to take all actions and perform such duties as may be required of the
Administrative Trustees pursuant to the terms of the Securities and this
Declaration;

      (f) to the fullest extent permitted by law, to bring or defend, pay,
collect, compromise, arbitrate, resort to legal action, or otherwise adjust
claims or demands of or against the Trust ("Legal Action"), unless pursuant to
Section 3.8(e) the Property Trustee has the exclusive power to bring such Legal
Action;

      (g) to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors, and
consultants and pay reasonable compensation for such services;

      (h) to cause the Trust to comply with the Trust's obligations under the
Trust Indenture Act;

      (i) to give the certificate required by Section 314(a)(4) of the Trust
Indenture Act to the Property Trustee, which certificate may be executed by any
Administrative Trustee;

      (j) to incur expenses that are necessary, appropriate, convenient or
incidental to carry out any of the purposes of the Trust;

      (k) to act as, or appoint another Person to act as, registrar and transfer
agent for the Securities;

      (l) to take all action that may be necessary or appropriate for the
preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges as a statutory business trust under the laws of the
State of Delaware and of each other jurisdiction in which such existence is
necessary to protect the limited liability of the Holders of the Preferred
Securities or to enable the Trust to effect the purposes for which the Trust was
created;

      (m) to take any action, not inconsistent with this Declaration or with
applicable law, that the Administrative Trustees determine in their discretion
to be necessary or desirable in carrying out the activities of the Trust,
including, but not limited to:

            (i) causing the Trust not to be deemed to be an Investment Company
      required to be registered under the Investment Company Act;


                                       17
<PAGE>   23
            (ii) causing the Trust to be classified for United States federal
      income tax purposes as a grantor trust; and

            (iii) cooperating with the Debenture Issuer to ensure that the
      Debentures will be treated as indebtedness of the Debenture Issuer for
      United States federal income tax purposes, provided that such action
      relating to this clause (iii) does not adversely affect the interests of
      Holders;

      (n) to take all action necessary to cause all applicable tax returns and
tax information reports that are required to be filed with respect to the Trust
to be duly prepared and filed by the Administrative Trustees, on behalf of the
Trust; and

      (o) to execute all documents or instruments, perform all duties and
powers, and do all things for and on behalf of the Trust in all matters
necessary, appropriate, convenient or incidental to the foregoing.

      The Administrative Trustees must exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Administrative Trustees shall not take
any action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.3.

      Subject to this Section 3.6, the Administrative Trustees shall have none
of the powers or the authority of the Property Trustee set forth in Section 3.8.
No permissive power or authority available to the Administrative Trustees shall
be construed to be a duty.

SECTION 3.7 PROHIBITION OF ACTIONS BY THE TRUST AND THE ADMINISTRATIVE TRUSTEES.

      The Trust shall not and the Administrative Trustees shall cause the Trust
not to, engage in any activity other than as required or authorized by this
Declaration. In particular, the Trust shall not and the Administrative Trustees
shall cause the Trust not to:

            (i) invest any proceeds received by the Trust with respect to the
      Debentures, but shall distribute all such proceeds to Holders of
      Securities pursuant to the terms of this Declaration and of the
      Securities;

            (ii) acquire any assets other than as expressly provided herein;


                                       18
<PAGE>   24
            (iii) possess Trust property for other than a Trust purpose;

            (iv) make any loans or incur any indebtedness for borrowed money,
      other than loans represented by the Debentures;

            (v) possess any power or otherwise act in such a way as to vary the
      Trust assets or the terms of the Securities in any way whatsoever;

            (vi) issue any securities or other evidences of beneficial ownership
      of, or beneficial interest in, the Trust other than the Securities; or

            (vii) other than as provided in this Declaration or Annex I, (A)
      direct the time, method and place of exercising any trust or power
      conferred upon the Debenture Trustee with respect to the Debentures, (B)
      waive any past default that is waivable under the Indenture, (C) exercise
      any right to rescind or annul any declaration that the principal of all
      the Debentures shall be due and payable, or (D) consent to any amendment,
      modification or termination of the Indenture or the Debentures where such
      consent shall be required, unless, in the case of clauses (B), (C) and
      (D), the Trust shall have received an opinion of counsel to the effect
      that for United States federal income tax purposes the Trust will not be
      classified as other than a grantor trust as a result of such action.

SECTION 3.8 POWERS AND DUTIES OF THE PROPERTY TRUSTEE

      (a) The legal title to the Debentures shall be owned by and held of record
in the name of the Property Trustee in trust for the benefit of the Trust and
the Holders of the Securities. The right, title and interest of the Property
Trustee to the Debentures shall vest automatically in each Person who may
hereafter be appointed as Property Trustee in accordance with Section 5.6. Such
vesting and cessation of title shall be effective whether or not conveyancing
documents with regard to the Debentures have been executed and delivered.

      (b) The Property Trustee shall not transfer its right, title and interest
in the Debentures to the Administrative Trustees or to the Delaware Trustee (if
the Property Trustee does not also act as Delaware Trustee).

      (c) The Property Trustee shall:


                                       19
<PAGE>   25
            (i) establish and maintain a segregated non-interest bearing trust
      account (the "Property Trustee Account") in the name of and under the
      exclusive control of the Property Trustee on behalf of the Trust and the
      Holders of the Securities and, upon the receipt of payments of funds made
      in respect of the Debentures held by the Property Trustee, deposit such
      funds into the Property Trustee Account and make payments to the Holders
      of the Preferred Securities and Holders of the Common Securities from the
      Property Trustee Account in accordance with Section 6.1. Funds in the
      Property Trustee Account shall be held uninvested until disbursed in
      accordance with this Declaration. The Property Trustee Account shall be an
      account that is maintained with a banking institution the rating on whose
      long-term unsecured indebtedness is rated at least "A" or above by a
      "nationally recognized statistical rating organization," as that term is
      defined for purposes of Rule 436(g)(2) under the Securities Act;

            (ii) engage in such ministerial activities as shall be necessary,
      appropriate, convenient or incidental to effect the repayment of the
      Preferred Securities and the Common Securities to the extent the
      Debentures mature or are redeemed; and

            (iii) upon written notice of distribution issued by the
      Administrative Trustees in accordance with the terms of the Securities,
      engage in such ministerial activities as shall be necessary, appropriate,
      convenient or incidental to effect the distribution of the Debentures to
      Holders of Securities upon the occurrence of certain special events (as
      may be defined in the terms of the Securities) arising from a change in
      law or a change in legal interpretation or other specified circumstances
      pursuant to the terms of the Securities.

      (d) The Property Trustee shall take all actions and perform such duties as
may be specifically required of the Property Trustee pursuant to the terms of
the Securities and this Declaration.

      (e) The Property Trustee shall take any Legal Action which arises out of
or in connection with an Event of Default of which a Responsible Officer of the
Property Trustee has actual knowledge or the Property Trustee's duties and
obligations under this Declaration, or the Trust Indenture Act; provided,
however, that if the Property Trustee fails to enforce its rights under the
Debentures after a Holder of Preferred Securities has made a written request,
such Holder of Preferred Securities may, to the fullest extent permitted by
applicable law, institute a legal proceeding against the Debenture Issuer
without first instituting any legal proceeding against the


                                       20
<PAGE>   26
Property Trustee or any other Person. Notwithstanding the foregoing, if an Event
of Default has occurred and is continuing and such event is attributable to the
failure of the Debenture Issuer to pay interest on or principal of the
Debentures on the date such interest or principal is otherwise payable (or in
the case of redemption, on the redemption date), then a Holder of Preferred
Securities may directly institute a proceeding for enforcement of payment to
such Holder of the principal of or interest on the Debentures having a principal
amount equal to the aggregate liquidation amount of the Preferred Securities of
such holder (a "Direct Action") on or after the due date specified in the
Debentures. In connection with such Direct Action, the rights of the Holders of
Common Securities will be subordinated to the rights of such Holders of
Preferred Securities. In connection with such Direct Action, the Debenture
Issuer shall be subrogated to the rights of such Holder of Preferred Securities
with respect to payments on the Preferred Securities under this Declaration to
the extent of any payment made by the Debenture Issuer to such Holder of
Preferred Securities in such Direct Action. Except as provided in the preceding
sentences, the Holders of Preferred Securities will not be able to exercise
directly any other remedy available to the Holders of the Debentures.

      (f) The Property Trustee shall continue to serve as a Trustee until
either:

            (i) the Trust has been completely liquidated and the proceeds of the
      liquidation distributed to the Holders of Securities pursuant to the terms
      of the Securities; or

            (ii) a Successor Property Trustee has been appointed and has
      accepted that appointment in accordance with Section 5.6 (a "Successor
      Property Trustee").

      (g) The Property Trustee shall have the legal power to exercise all of the
rights, powers and privileges of a holder of Debentures under the Indenture and,
if an Event of Default actually known to a Responsible Officer of the Property
Trustee occurs and is continuing, the Property Trustee shall, for the benefit of
Holders of the Securities, enforce its rights as holder of the Debentures
subject to the rights of the Holders pursuant to the terms of such Securities
and this Declaration.

      (h) The Property Trustee shall be authorized to undertake any actions set
forth in Section 317(a) of the Trust Indenture Act.


                                       21
<PAGE>   27
      (i) Subject to this Section 3.8, the Property Trustee shall have none of
the duties, liabilities, powers or the authority of the Administrative Trustees
set forth in Section 3.6.

      The Property Trustee must exercise the powers set forth in this Section
3.8 in a manner that is consistent with the purposes and functions of the Trust
set out in Section 3.3, and the Property Trustee shall not take any action that
is inconsistent with the purposes and functions of the Trust set out in Section
3.3.

SECTION 3.9 CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY TRUSTEE.

      (a) The Property Trustee, before the occurrence of any Event of Default
and after the curing or waiver of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Declaration and no implied covenants or obligations shall be read into this
Declaration against the Property Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.6) of which a
Responsible Officer of the Property Trustee has actual knowledge, the Property
Trustee shall exercise such of the rights and powers vested in it by this
Declaration, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

      (b) No provision of this Declaration shall be construed to relieve the
Property Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

            (i) prior to the occurrence of an Event of Default and after the
      curing or waiving of all such Events of Default that may have occurred:

                  (A) the duties and obligations of the Property Trustee shall
            be determined solely by the express provisions of this Declaration
            and the Property Trustee shall not be liable except for the
            performance of such duties and obligations as are specifically set
            forth in this Declaration, and no implied covenants or obligations
            shall be read into this Declaration against the Property Trustee;
            and

                  (B) in the absence of bad faith on the part of the Property
            Trustee, the Property Trustee may conclusively rely, as to the truth
            of the statements and the correctness of the opinions expressed
            therein,


                                       22
<PAGE>   28
            upon any certificates or opinions furnished to the Property Trustee
            and conforming to the requirements of this Declaration, but in the
            case of any such certificates or opinions that by any provision
            hereof are specifically required to be furnished to the Property
            Trustee, the Property Trustee shall be under a duty to examine the
            same to determine whether or not on their face they conform to the
            requirements of this Declaration (but need not confirm or
            investigate the accuracy of mathematical calculations or other facts
            stated therein);

            (ii) the Property Trustee shall not be liable for any error of
      judgment made in good faith by a Responsible Officer of the Property
      Trustee, unless it shall be proved that the Property Trustee was negligent
      in ascertaining the pertinent facts;

            (iii) the Property Trustee shall not be liable with respect to any
      action taken or omitted to be taken by it in good faith in accordance with
      the direction of the Holders of not less than a Majority in liquidation
      amount of the Securities relating to the time, method and place of
      conducting any proceeding for any remedy available to the Property
      Trustee, or exercising any trust or power conferred upon the Property
      Trustee under this Declaration;

            (iv) no provision of this Declaration shall require the Property
      Trustee to expend or risk its own funds or otherwise incur personal
      financial liability in the performance of any of its duties or in the
      exercise of any of its rights or powers, if it shall have reasonable
      grounds for believing that the repayment of such funds is not reasonably
      assured to it under the terms of this Declaration or if indemnity
      reasonably satisfactory to the Property Trustee against such risk or
      liability is not reasonably assured to it;

            (v) the Property Trustee's sole duty with respect to the custody,
      safe keeping and physical preservation of the Debentures and the Property
      Trustee Account shall be to deal with such property in a similar manner as
      the Property Trustee deals with similar property for its fiduciary
      accounts generally, subject to the protections and limitations on
      liability afforded to the Property Trustee under this Declaration, the
      Business Trust Act and the Trust Indenture Act;

            (vi) the Property Trustee shall have no duty or liability for or
      with respect to the value, genuineness, existence or sufficiency of the
      Debentures


                                       23
<PAGE>   29
      or the payment of any taxes or assessments levied thereon or in connection
      therewith;

            (vii) the Property Trustee shall not be liable for any interest on
      any money received by it except as it may otherwise agree in writing with
      the Sponsor. Money held by the Property Trustee need not be segregated
      from other funds held by it except in relation to the Property Trustee
      Account maintained by the Property Trustee pursuant to Section 3.8(c)(i)
      and except to the extent otherwise required by law; and

            (viii) the Property Trustee shall not be responsible for monitoring
      the compliance by the Administrative Trustees or the Sponsor with their
      respective duties under this Declaration, nor shall the Property Trustee
      be liable for any default or misconduct of the Administrative Trustees or
      the Sponsor.

SECTION 3.10 CERTAIN RIGHTS OF PROPERTY TRUSTEE.

      (a) Subject to the provisions of Section 3.9:

            (i) the Property Trustee may in absence of bad faith conclusively
      rely and shall be fully protected in acting or refraining from acting upon
      any resolution, certificate, statement, instrument, opinion, report,
      notice, request, direction, consent, order, bond, debenture, note, other
      evidence of indebtedness or other paper or document reasonably believed
      by it to be genuine (and with respect to the certificates, reports,
      statements and opinions, are, in the absence of bad faith, believed by it
      to be true and accurate) and to have been signed, sent or presented by the
      proper party or parties;

            (ii) any direction or act of the Sponsor or the Administrative
      Trustees contemplated by this Declaration shall be sufficiently evidenced
      by a Direction or an Officer's Certificate;

            (iii) whenever in the administration of this Declaration, the
      Property Trustee shall deem it desirable that a matter be proved or
      established before taking, suffering or omitting any action hereunder, the
      Property Trustee (unless other evidence is herein specifically prescribed)
      may, in the absence of negligence or bad faith on its part, request and
      conclusively rely upon an Officer's Certificate which, upon receipt of
      such request, shall be promptly delivered by the Sponsor or the
      Administrative Trustees;


                                       24
<PAGE>   30
            (iv) the Property Trustee shall have no duty to see to any
      recording, filing or registration of any instrument (including any
      financing or continuation statement or any filing under tax or securities
      laws) or any rerecording, refiling or re-registration thereof;

            (v) the Property Trustee may consult with counsel or other experts
      of its selection and the advice or opinion of such counsel and experts
      with respect to matters or advice within the scope of such experts' area
      of expertise shall be full and complete authorization and protection in
      respect of any action taken, suffered or omitted by it hereunder in good
      faith and in accordance with such advice or opinion. Such counsel may be
      counsel to the Sponsor or any of its Affiliates, and may include any of
      its employees. The Property Trustee shall have the right at any time to
      seek instructions concerning the administration of this Declaration from
      any court of competent jurisdiction;

            (vi) the Property Trustee shall be under no obligation to exercise
      any of the rights or powers vested in it by this Declaration at the
      request or direction of any Holder, unless such Holder shall have provided
      to the Property Trustee security and indemnity, reasonably satisfactory to
      the Property Trustee, against the reasonable costs, expenses (including
      reasonable attorneys' fees and expenses and the reasonable expenses of the
      Property Trustee's agents, nominees or custodians) and liabilities that
      might be incurred by it in complying with such request or direction,
      including such reasonable advances as may be requested by the Property
      Trustee, provided that nothing contained in this Section 3.10(a)(vi) shall
      be taken to relieve the Property Trustee, upon the occurrence of an Event
      of Default, of its obligation to exercise the rights and powers vested in
      it by this Declaration;

            (vii) the Property Trustee shall be under no obligation to conduct
      an investigation into the facts or matters stated in any resolution,
      certificate, statement, instrument, opinion, report, notice, request,
      direction, consent, order, bond, debenture, note, other evidence of
      indebtedness or other paper or document, but the Property Trustee, in its
      discretion, may make such further inquiry or investigation into such facts
      or matters as it may see fit;

            (viii) the Property Trustee may execute any of the trusts or powers
      hereunder or perform any duties hereunder either directly or by or through
      agents, custodians, nominees or attorneys and the Property Trustee shall
      not


                                       25
<PAGE>   31
      be responsible for any misconduct or negligence on the part of any agent
      or attorney appointed with due care by it hereunder in compliance with
      this Declaration;

            (ix) any action taken by the Property Trustee or its agents
      hereunder shall bind the Trust and the Holders of the Securities, and the
      signature of the Property Trustee or its agents alone shall be sufficient
      and effective to perform any such action and no third party shall be
      required to inquire as to the authority of the Property Trustee to so act
      or as to its compliance with any of the terms and provisions of this
      Declaration, both of which shall be conclusively evidenced by the Property
      Trustee's or its agent's taking such action;

            (x) whenever in the administration of this Declaration the Property
      Trustee shall deem it desirable to receive instructions with respect to
      enforcing any remedy or right or taking any other action hereunder, the
      Property Trustee (i) may request instructions from the Holders of the
      Securities which instructions may only be given by the Holders of the
      same proportion in liquidation amount of the Securities as would be
      entitled to direct the Property Trustee under the terms of the Securities
      in respect of such remedy, right or action, (ii) may refrain from
      enforcing such remedy or right or taking such other action until such
      instructions are received, and (iii) shall be protected in conclusively
      relying on or acting in accordance with such instructions;

            (xi) except as otherwise expressly provided by this Declaration, the
      Property Trustee shall not be under any obligation to take any action that
      is discretionary under the provisions of this Declaration; and

            (xii) the Property Trustee shall not be liable for any action taken,
      suffered, or omitted to be taken by it in good faith, without negligence,
      and reasonably believed by it to be authorized or within the discretion or
      rights or powers conferred upon it by this Declaration.

      (b) No provision of this Declaration shall be deemed to impose any duty or
obligation on the Property Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it shall be illegal, or in which the Property Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts, or to exercise any


                                       26
<PAGE>   32
such right, power, duty or obligation. No permissive power or authority
available to the Property Trustee shall be construed to be a duty.

SECTION 3.11 DELAWARE TRUSTEE.

      Notwithstanding any other provision of this Declaration other than Section
5.2, the Delaware Trustee shall not be entitled to exercise any powers, nor
shall the Delaware Trustee have any of the duties and responsibilities of the
Trustees (except as required under the Business Trust Act) described in this
Declaration. Except as set forth in Section 5.2, the Delaware Trustee shall be a
Trustee for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Business Trust Act. In the event that the Delaware Trustee
shall at any time be required to take any action or perform any duty hereunder,
the Delaware Trustee shall be entitled to the benefits of Section 3.9(b)(ii)
through (viii) and Section 3.10. No implied covenants or obligations shall be
read into this Declaration against the Delaware Trustee.

SECTION 3.12 EXECUTION OF DOCUMENTS.

      Except as otherwise required by applicable law, any Administrative Trustee
is authorized to execute on behalf of the Trust any documents that the
Administrative Trustees have the power and authority to execute pursuant to
Section 3.6.

SECTION 3.13 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

      The recitals contained in this Declaration and the Securities shall be
taken as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as to
the value or condition of the property of the Trust or any part thereof. The
Trustees make no representations as to the validity or sufficiency of this
Declaration or the Securities.

SECTION 3.14 DURATION OF TRUST.

      The Trust, unless dissolved pursuant to the provisions of Article VIII
hereof, shall dissolve on [                     ].


                                       27
<PAGE>   33
SECTION 3.15 MERGERS.

      (a) The Trust may not consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, except as described in Section
3.15(b) and (c) and Section (3) of Annex I.

      (b) The Trust may, with the consent of the Administrative Trustees or, if
there are more than two, a majority of the Administrative Trustees and without
the consent of the Holders of the Securities, the Delaware Trustee or the
Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by
a trust organized as such under the laws of any State,

            (i) provided that if the Trust is not the surviving entity, the
      successor entity (the "Successor Entity") either:

                  (A) expressly assumes all of the obligations of the Trust
            under the Securities; or

                  (B) substitutes for the Preferred Securities other securities
            having substantially the same terms as the Preferred Securities (the
            "Successor Securities"), so long as the Successor Securities rank
            the same as the Preferred Securities rank with respect to
            Distributions and payments upon liquidation, redemption, repayment
            and otherwise and substitutes for the Common Securities other
            securities having substantially the same terms as the Common
            Securities (the "Successor Common Securities"), so long as the
            Successor Common Securities rank the same as the Common Securities
            rank with respect to Distributions and payments upon liquidation,
            redemption, repayment and otherwise;

            (ii) the Debenture Issuer expressly acknowledges a trustee of the
      Successor Entity that possesses the same powers and duties as the Property
      Trustee as the holder of the Debentures;

            (iii) if the Preferred Securities are listed or quoted, any
      Successor Securities will be listed or quoted upon notification of
      issuance, on any national securities exchange, national automated
      quotation system or with another organization on which the Preferred
      Securities are then listed or quoted;


                                       28
<PAGE>   34
            (iv) such merger, consolidation, amalgamation, replacement,
      conveyance, transfer or lease does not cause the Preferred Securities
      (including any Successor Securities) to be downgraded by any nationally
      recognized statistical rating organization;

            (v) such merger, consolidation, amalgamation, replacement,
      conveyance, transfer or lease does not adversely affect the rights,
      preferences and privileges of the Holders of the Securities (including any
      Successor Securities and any Successor Common Securities) in any material
      respect (other than with respect to any dilution of such Holders'
      interests in the new entity);

            (vi) such Successor Entity has a purpose substantially identical to
      that of the Trust;

            (vii) prior to such merger, consolidation, amalgamation,
      replacement, conveyance, transfer or lease, the Sponsor has received an
      opinion of a nationally recognized independent counsel to the Trust
      experienced in such matters to the effect that:

                  (A) such merger, consolidation, amalgamation, replacement,
            conveyance, transfer or lease does not adversely affect the rights,
            preferences and privileges of the Holders of the Securities
            (including any Successor Securities) in any material respect (other
            than with respect to any dilution of the Holders' interest in the
            new entity);

                  (B) following such merger, consolidation, amalgamation,
            replacement, conveyance, transfer or lease, neither the Trust nor
            the Successor Entity will be required to register as an Investment
            Company; and

                  (C) following such merger, consolidation, amalgamation,
            replacement, conveyance, transfer or lease, the Trust (or the
            Successor Entity) will continue to be classified as a grantor trust
            for United States federal income tax purposes;

            (viii) the Sponsor owns, directly or indirectly, all of the common
      securities of such Successor Entity;


                                       29
<PAGE>   35
            (ix) the Sponsor guarantees the obligations of such Successor Entity
      under the Successor Securities at least to the extent provided by the
      Securities Guarantees; and

            (x) there shall have been furnished to the Property Trustee an
      Officer's Certificate and an Opinion of Counsel, each to the effect that
      all conditions precedent in this Declaration to such transaction have been
      satisfied.

      (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the
consent of Holders of 100% in liquidation amount of the Securities, consolidate,
amalgamate, merge with or into, or be replaced by any other entity or permit any
other entity to consolidate, amalgamate, merge with or into, or replace it if
such consolidation, amalgamation, merger or replacement would cause the Trust or
Successor Entity to be classified as other than a grantor trust for United
States federal income tax purposes.

                                   ARTICLE IV
                                     SPONSOR

SECTION 4.1 SPONSOR'S PURCHASE OF COMMON SECURITIES.

      On the Closing Date the Sponsor will purchase all of the Common Securities
issued by the Trust, in an amount at least equal to 3.0% of the capital of the
Trust, at the same time as the Preferred Securities are sold.

SECTION 4.2 RIGHTS AND RESPONSIBILITIES OF THE SPONSOR.

      In connection with the issue, sale of the Preferred Securities, the
Sponsor shall have the exclusive right and responsibility to engage in the
following activities:

      (a) to prepare for filing by the Trust with the Commission a registration
statement on Form S-3 in relation to the Preferred Securities, including any
amendments thereto;

      (b) if necessary, to determine the States in which to take appropriate
action to qualify or register for sale all or part of the Preferred Securities
and to do any and all such acts, other than actions which must be taken by the
Trust, and advise the Trust of actions it must take, and prepare for execution
and filing any documents


                                       30
<PAGE>   36
to be executed and filed by the Trust), as the Sponsor deems necessary or
advisable in order to comply with the applicable laws of any such States;

      (c) if necessary, to prepare for filing by the Trust of an application to
the New York Stock Exchange or any other national stock exchange or the Nasdaq
Stock Market's National Market for listing upon notice of issuance, if
applicable, the Preferred Securities;

      (d) if necessary, to prepare for filing by the Trust with the Commission
of a registration statement on Form 8-A relating to the registration of the
Preferred Securities under Section 12(b) of the Exchange Act, including any
amendments thereto; and

      (e) to negotiate the terms of the Underwriting Agreement providing for the
sale of the Preferred Securities.

SECTION 4.3 RIGHT TO PROCEED.

      The Sponsor acknowledges the rights of Holders to institute a Direct
Action as set forth in Section 3.8(e) hereto.

                                    ARTICLE V
                                    TRUSTEES

SECTION 5.1 NUMBER OF TRUSTEES.

      The number of Trustees initially shall be five (5), and:

      (a) at any time before the issuance of any Securities, the Sponsor may, by
written instrument, increase or decrease the number of Trustees; and

      (b) after the issuance of any Securities, the number of Trustees may be
increased or decreased by vote of the Holders of a Majority in liquidation
amount of the Common Securities voting as a class at a meeting of the Holders of
the Common Securities; provided, however, that, the number of Trustees shall in
no event be less than two (2), provided further that (1) one Trustee shall meet
the requirements of Section 5.2(a) or (b); (2) there shall be at least one
Trustee who is an employee or officer of, or is affiliated with, the Sponsor
(each an "Administrative Trustee" and, collectively, the "Administrative
Trustees"); and (3) one Trustee shall be the Property


                                       31
<PAGE>   37
Trustee for so long as this Declaration is required to qualify as an indenture
under the Trust Indenture Act, and such Property Trustee may also serve as
Delaware Trustee if it meets the applicable requirements.

SECTION 5.2 DELAWARE TRUSTEE.

      If required by the Business Trust Act, one Trustee (the "Delaware
Trustee") shall be:

      (a) a natural person who is a resident of the State of Delaware; or

      (b) if not a natural person, an entity which has its principal place of
business in the State of Delaware, and otherwise meets the requirements of
applicable law, provided that, if the Property Trustee has its principal place
of business in the State of Delaware and otherwise meets the requirements of
applicable law, then the Property Trustee shall also be the Delaware Trustee and
Section 3.11 shall have no application.

      (c) The initial Delaware Trustee shall be:

          Bank One Delaware, Inc.
          Three Christina Center
          201 North Walnut Street
          Wilmington, New Castle County, Delaware 19801

SECTION 5.3 PROPERTY TRUSTEE; ELIGIBILITY.

      (a) There shall at all times be one Trustee which shall act as Property
Trustee for so long as this Declaration is required to qualify as an Indenture
under the Trust Indenture Act, which shall:

            (i) not be an Affiliate of the Sponsor; and

            (ii) be a corporation organized and doing business under the laws of
      the United States of America or any State or Territory thereof or of the
      District of Columbia, or a corporation or Person permitted by the
      Commission to act as a Property Trustee under the Trust Indenture Act,
      authorized under such laws to exercise corporate trust powers, having a
      combined capital and surplus of at least 50 million U.S. dollars
      ($50,000,000), and subject to supervision or examination by Federal,
      State, Territorial or District of Colum-


                                       32
<PAGE>   38
      bia authority. If such corporation publishes reports of condition at least
      annually, pursuant to law or to the requirements of the supervising or
      examining authority referred to above, then for the purposes of this
      Section 5.3(a)(ii), the combined capital and surplus of such corporation
      shall be deemed to be its combined capital and surplus as set forth in its
      most recent report of condition so published.

      (b) If at any time the Property Trustee shall cease to be eligible to so
act under Section 5.3(a), the Property Trustee shall immediately resign in the
manner and with the effect set forth in Section 5.6(c).

      (c) If the Property Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Property Trustee and the Holder of the Common Securities (as if it were the
obligor referred to in Section 310(b) of the Trust Indenture Act) shall in all
respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.

      (d) The Preferred Securities Guarantee and the Indenture shall be deemed
to be specifically described in this Declaration and the Indenture for purposes
of clause (i) of the first proviso contained in Section 310(b) of the Trust
Indenture Act.

      (e) The initial Property Trustee shall be:

          Bank One Trust Company, N.A.
          1 Bank One Plaza
          Chicago, Illinois 60670

SECTION 5.4 CERTAIN QUALIFICATIONS OF ADMINISTRATIVE TRUSTEES AND DELAWARE
            TRUSTEE GENERALLY.

      Each Administrative Trustee and the Delaware Trustee (unless the Property
Trustee also acts as Delaware Trustee) shall be either a natural person who is
at least 21 years of age or a legal entity that shall act through one or more
Authorized Officers.


                                       33
<PAGE>   39




SECTION 5.5     ADMINISTRATIVE TRUSTEES.

         The initial Administrative Trustees shall be:

                  Leland C. Launer, Jr.
                  Ronald D. Nirenberg, Jr.
                  William H. Nugent



           (a) Except as otherwise expressly set forth in this Declaration and
except if a meeting of the Administrative Trustees is called with respect to any
matter over which the Administrative Trustees have power to act, any power of
the Administrative Trustees may be exercised by, or with the consent of, any
one such Administrative Trustee.

           (b) Except as otherwise required by applicable law, any
Administrative Trustee is authorized to execute on behalf of the Trust any
documents which the Administrative Trustees have the power and authority to
cause the Trust to execute pursuant to Section 3.6.

SECTION 5.6     APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES.

           (a) Subject to Section 5.6(b), Trustees may be appointed or removed
with or without cause at any time:

                      (i) until the issuance of any Securities, by written
           instrument executed by the Sponsor; and

                      (ii) after the issuance of any Securities, by vote of the
           Holders of a Majority in liquidation amount of the Common Securities
           voting as a class at a meeting of the Holders of the Common
           Securities.

           (b) (i) The Trustee that acts as Property Trustee shall not be
removed in accordance with Section 5.6(a) until a Successor Property Trustee
possessing the qualifications to act as Property Trustee under Section 5.3 has
been appointed and has accepted such appointment by written instrument executed
by such Successor Property Trustee and delivered to the Administrative Trustees
and the Sponsor; and

                      (ii) The Trustee that acts as Delaware Trustee shall not
           be removed in accordance with Section 5.6(a) until a successor
           Delaware Trustee

                                       34
<PAGE>   40
           possessing the qualifications to act as Delaware Trustee under
           Sections 5.2 and 5.4 (a "Successor Delaware Trustee") has been
           appointed and has accepted such appointment by written instrument
           executed by such Successor Delaware Trustee and delivered to the
           Administrative Trustees and the Sponsor.

           (c) A Trustee appointed to office shall hold office until such
Trustee's successor shall have been appointed or until such Trustee's death,
removal or resignation. Any Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument in writing signed by the
Trustee and delivered to the Sponsor and the Administrative Trustees, which
resignation shall take effect upon such delivery or upon such later date as is
specified therein; provided, however, that:

                      (i) no such resignation of the Trustee that acts as the
           Property Trustee shall be effective:

                                 (A) until a Successor Property Trustee has been
                      appointed and has accepted such appointment by instrument
                      executed by such Successor Property Trustee and delivered
                      to the Administrative Trustees, the Sponsor and the
                      resigning Property Trustee; or

                                 (B) until the assets of the Trust have been
                      completely liquidated and the proceeds thereof distributed
                      to the Holders of the Securities; and

                      (ii) no such resignation of the Trustee that acts as the
           Delaware Trustee shall be effective until a Successor Delaware
           Trustee has been appointed and has accepted such appointment by
           instrument executed by such Successor Delaware Trustee and delivered
           to the Trust, the Sponsor and the resigning Delaware Trustee.

           (d) The Holders of the Common Securities shall use all reasonable
efforts to promptly appoint a Successor Delaware Trustee or Successor Property
Trustee, as the case may be, if the Property Trustee or the Delaware Trustee
delivers an instrument of resignation in accordance with this Section 5.6.

           (e) If no Successor Property Trustee or Successor Delaware Trustee
shall have been appointed and accepted appointment as provided in this Section
5.6 within 60 days after delivery to the Sponsor and the Trust of an instrument
of resignation,

                                       35
<PAGE>   41
the resigning Property Trustee or Delaware Trustee, as applicable, may petition
any court of competent jurisdiction for appointment of a Successor Property
Trustee or Successor Delaware Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper, appoint a Successor
Property Trustee or Successor Delaware Trustee, as the case maybe.

           (f) No Property Trustee or Delaware Trustee shall be liable for the
acts or omissions to act of any Successor Property Trustee or Successor Delaware
Trustee, as the case may be.

           (g) At the time of resignation or removal of the Property Trustee or
the Delaware Trustee, the Sponsor shall pay to such Trustee any amounts that may
be owed to such Trustee pursuant to the Indenture.

SECTION 5.7     VACANCIES AMONG TRUSTEES.

         If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees is
increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Administrative Trustees or, if
there are more than two Administrative Trustees, a majority of the
Administrative Trustees shall be conclusive evidence of the existence of such
vacancy. The vacancy shall be filled with a Trustee appointed in accordance with
Section 5.6.

SECTION 5.8     EFFECT OF VACANCIES.

           The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee
shall not operate to dissolve, terminate or annul the Trust. Whenever a vacancy
among the Administrative Trustees shall occur, until such vacancy is filled by
the appointment of an Administrative Trustee in accordance with Section 5.6, the
Administrative Trustees in office, regardless of their number, shall have all
the powers granted to the Administrative Trustees and shall discharge all the
duties imposed upon the Administrative Trustees by this Declaration.


                                       36
<PAGE>   42
SECTION 5.9     MEETINGS.

           If there is more than one Administrative Trustee, meetings of the
Administrative Trustees shall be held from time to time upon the call of any
Administrative Trustee. Regular meetings of the Administrative Trustees may be
held at a time and place fixed by resolution of the Administrative Trustees.
Notice of any in-person meetings of the Administrative Trustees shall be hand
delivered or otherwise delivered in writing (including by facsimile, with a hard
copy by overnight courier) not less than 48 hours before such meeting. Notice of
any telephonic meetings of the Administrative Trustees or any committee thereof
shall be hand delivered or other wise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 24 hours before
a meeting. Notices shall contain a brief statement of the time, place and
anticipated purposes of the meeting. The presence (whether in person or by
telephone) of an Administrative Trustee at a meeting shall constitute a waiver
of notice of such meeting except where an Administrative Trustee attends a
meeting for the express purpose of objecting to the transaction of any activity
on the ground that the meeting has not been lawfully called or convened. Unless
provided otherwise in this Declaration, any action of the Administrative
Trustees may be taken at (i) a meeting by vote of a majority of the
Administrative Trustees present (whether in person or by telephone) and eligible
to vote with respect to such matter, provided that a Quorum is present, or (ii)
without a meeting and without prior notice by the unanimous written consent of
the Administrative Trustees. In the event there is only one Administrative
Trustee, any and all action of such Administrative Trustee shall be evidenced by
a written consent of such Administrative Trustee.

SECTION 5.10     DELEGATION OF POWER.

           (a) Any Administrative Trustee may, by power of attorney consistent
with applicable law, delegate to any other natural person over the age of 21 his
or her power for the purpose of executing any documents that the Administrative
Trustees have power and authority to cause the Trust to execute pursuant to
Section 3.6, including any registration statement or amendment thereto filed
with the Commission, or making any other governmental filing; and

           (b) the Administrative Trustees shall have power to delegate from
time to time to such of their number or to officers of the Trust the doing of
such things and the execution of such instruments either in the name of the
Trust or the names of the Administrative Trustees or otherwise as the
Administrative Trustees may deem

                                       37
<PAGE>   43
expedient, to the extent such delegation is not prohibited by applicable law or
contrary to the provisions of the Trust, as set forth herein.

SECTION 5.11     MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

           Any corporation into which the Property Trustee or the Delaware
Trustee, as the case may be, may be merged or converted or with which either may
be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Property Trustee or the Delaware Trustee, as the case
may be, shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the Property Trustee or the Delaware
Trustee, as the case may be, shall be the successor of the Property Trustee or
the Delaware Trustee, as the case may be, hereunder, provided such corporation
shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.

                                   ARTICLE VI
                                  DISTRIBUTIONS

SECTION 6.1     DISTRIBUTIONS.

           Holders shall receive Distributions (as defined herein) in accordance
with the applicable terms of the relevant Holder's Securities. Distributions
shall be made on the Preferred Securities and the Common Securities in
accordance with the preferences set forth in their respective terms attached
hereto as Annex I. If and to the extent that the Debenture Issuer makes a
payment of interest (including compounded interest), premium and/or principal on
the Debentures held by the Property Trustee (the amount of any such payment
being a "Payment Amount"), the Property Trustee shall and is directed, to the
extent it has actually received such funds which are available for that purpose,
to make a distribution (a "Distribution") of the Payment Amount to Holders.


                                       38
<PAGE>   44
                                   ARTICLE VII
                             ISSUANCE OF SECURITIES

SECTION 7.1     GENERAL PROVISIONS REGARDING SECURITIES.

           (a) The Administrative Trustees shall, on behalf of the Trust, issue
one class of preferred securities representing undivided beneficial interests in
the assets of the Trust having such terms as are set forth in Annex I (the
"Preferred Securities") and one class of common securities representing
undivided beneficial interests in the assets of the Trust having such terms as
are set forth in Annex I (the "Common Securities"). The Trust shall issue no
securities or other interests in the assets of the Trust other than the
Preferred Securities and the Common Securities.

           (b) The Certificates shall be signed on behalf of the Trust by an
Administrative Trustee. Such signature shall be the manual or facsimile
signature of any present or any future Administrative Trustee. In case any
Administrative Trustee who shall have signed any of the Securities shall cease
to be such Administrative Trustee before the Certificates so signed shall be
delivered by the Trust, such Certificates nevertheless may be delivered as
though the Person who signed such Certificates had not ceased to be such
Administrative Trustee; and any Certificate may be signed on behalf of the Trust
by such Persons who, at the actual date of execution of such Certificate, shall
be the Administrative Trustees of the Trust, although at the date of the
execution and delivery of the Declaration any such Person was not such an
Administrative Trustee. Certificates shall be printed, lithographed or engraved
or may be produced in any other manner as is reasonably acceptable to the
Administrative Trustees, as evidenced by their execution thereof, and may have
such letters, numbers or other marks of identification or designation and such
legends or endorsements as the Administrative Trustees may deem appropriate, or
as may be required to comply with any law or with any rule or regulation of any
stock exchange on which Securities may be listed, or to conform to usage. The
Preferred Securities Certificates shall also be authenticated by the Property
Trustee. Such signature shall be an original signature of the Property Trustee.

           (c) The consideration received by the Trust for the issuance of the
Securities shall constitute a contribution to the capital of the Trust and shall
not constitute a loan to the Trust.

           (d) Upon issuance of the Securities as provided in this Declaration,
subject to Section 10.1(b), the Securities so issued shall be deemed to be
validly

                                       39
<PAGE>   45
issued, fully paid and non-assessable undivided beneficial interests in the
assets of the Trust.

           (e) Every Person, by virtue of having become a Holder or a Preferred
Security Beneficial Owner in accordance with the terms of this Declaration,
shall be deemed to have expressly assented and agreed to the terms of, and shall
be bound by, this Declaration.

SECTION 7.2     PAYING AGENT/REGISTRAR.

           In the event that the Preferred Securities are not in book-entry only
form, the Trust shall maintain an office or agency where the Preferred
Securities may be presented for payment ("Paying Agent"), and any such Paying
Agent shall comply with Section 317(b) of the Trust Indenture Act. The
Administrative Trustees on behalf of the Trust may appoint the Paying Agent and
may appoint one or more additional paying agents in such other locations as it
shall determine. The term "Paying Agent" includes any additional paying agent.
The Administrative Trustees may change any Paying Agent without prior notice to
any Holder. The Administrative Trustees shall notify the Property Trustee of
the name and address of any Paying Agent not a party to this Declaration. If the
Administrative Trustees fail to appoint or maintain another entity as Paying
Agent, the Property Trustee shall act as such. The Administrative Trustees or
any of their Affiliates (including the Sponsor) may act as Paying Agent. The
Property Trustee at its Corporate Trust Office shall initially act as Paying
Agent for the Preferred Securities and the Common Securities. The Trust shall
maintain in the Borough of Manhattan, The City of New York, an office or agency
where Preferred Securities may be presented for registration of transfer
("Registrar"). The Registrar shall keep a register of the Preferred Securities
and of their transfer. The Administrative Trustee may appoint the Registrar and
the Paying Agent and may appoint one or more co-registrars and one or more
additional paying agents in such other locations as they shall determine. The
term "Registrar" includes any additional registrar. The Administrative Trustees
may change any Registrar or co-registrar without prior notice to any Holder. The
Administrative Trustees shall notify the Property Trustee of the name and
address of any Agent not a party to this Declaration. If the Administrative
Trustees fail to appoint or maintain another entity as Registrar, the Property
Trustee shall act as such. Any Administrative Trustee or any Affiliates of an
Administrative Trustee may act as Registrar. The Trust shall act as Registrar
for the Common Securities.

         Notwithstanding Sections 3.6(b)(vi) and 3.6(k), the Trust initially
appoints the Property Trustee as Registrar for the Preferred Securities and
authorizes it to

                                       40
<PAGE>   46
execute and deliver letters, documents and instruments with DTC and other
Clearing Agencies relating to the Preferred Securities.


                                  ARTICLE VIII
                              TERMINATION OF TRUST

SECTION 8.1      DISSOLUTION OF TRUST.

           (a) The Trust shall dissolve upon the first of the following to
occur:

                      (i) upon the filing of a certificate of dissolution or its
           equivalent with respect to the Sponsor; or the revocation of the
           Sponsor's charter and the expiration of 90 days after the date of
           revocation without a reinstatement thereof;

                      (ii) upon the entry of a decree of judicial dissolution of
           the Holder of the Common Securities, the Sponsor or the Trust;

                      (iii) when all the Securities shall have been called for
           redemption and the amounts necessary for redemption thereof shall
           have been paid to the Holders in accordance with the terms of the
           Securities;

                      (iv) upon the written consent to dissolve of all of the
           Administrative Trustees and the Sponsor; or

                      (v) the expiration of the term of the Trust provided in
           Section 3.14 of this Declaration.

           (b) As soon as is practicable after the occurrence of an event
referred to in Section 8.1(a) and upon completion of the winding-up of the
Trust, the Administrative Trustees shall file a certificate of cancellation of
the certificate of trust of the Trust with the Secretary of State of the State
of Delaware.

           (c) The provisions of Article X shall survive the termination of the
Trust.






                                       41
<PAGE>   47
                                   ARTICLE IX
                              TRANSFER OF INTERESTS

SECTION 9.1     TRANSFER OF SECURITIES.

           (a) Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Declaration and in
the terms of the Securities. To the fullest extent permitted by law, any
transfer or purported transfer of any Security not made in accordance with this
Declaration shall be null and void.

           (b) Subject to this Article IX, Preferred Securities shall be freely
transferable.

           (c) Subject to this Article IX, the Sponsor and any Related Party may
only transfer Common Securities to the Sponsor or a Related Party of the
Sponsor; provided that, any such transfer is subject to the condition precedent
that the transferor obtain the written opinion of nationally recognized
independent counsel experienced in such matters that such transfer would not
cause more than an insubstantial risk that:

                      (i) the Trust would not be classified for United States
           federal income tax purposes as a grantor trust; and

                      (ii) the Trust would be an Investment Company or the
           transferee would become an Investment Company.

SECTION 9.2     TRANSFER OF CERTIFICATES.

           The Registrar shall provide for the registration of Certificates and
of transfers of Certificates, which will be effected without charge but only
upon payment (with such indemnity as the Registrar may require) in respect of
any tax or other government charges that may be imposed in relation to it. Upon
surrender for registration of transfer of any Certificate, the Registrar shall
cause one or more new Certificates to be issued in the name of the designated
transferee or transferees. Every Certificate surrendered for registration of
transfer shall be accompanied by a written instrument of transfer in form
satisfactory to the Property Trustee duly executed by the Holder or such
Holder's attorney duly authorized in writing. Each Certificate surrendered for
registration of transfer shall be canceled by the Registrar. A transferee of a
Certificate shall be entitled to the rights and subject to the obligations of a
Holder hereunder

                                       42
<PAGE>   48
upon the receipt by such transferee of a Certificate. By acceptance of a
Certificate, each transferee shall be deemed to have agreed to be bound by this
Declaration.

SECTION 9.3     DEEMED SECURITY HOLDERS.

           The Trustees may treat the Person in whose name any Certificate shall
be registered in the register maintained by the Registrar or on the books and
records of the Trust as the sole Holder of such Certificate and of the
Securities represented by such Certificate for purposes of receiving
Distributions and for all other purposes whatsoever and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such
Certificate or in the Securities represented by such Certificate on the part of
any Person, whether or not the Trust shall have actual or other notice thereof.

SECTION 9.4     BOOK ENTRY INTERESTS.

           The Preferred Securities Certificates, on original issuance, in
addition to being issued in the form of one or more definitive, fully registered
Preferred Securities Certificates (each a "Definitive Preferred Securities
Certificate") registered initially in the books and records of the Trust in the
name of [ ] will be issued in the form of one or more, fully registered, global
Preferred Security Certificates (each a "Global Certificate"), to be delivered
to DTC, the initial Clearing Agency, by, or on behalf of, the Trust. Such Global
Certificate(s) shall initially be registered on the books and records of the
Trust in the name of Cede & Co., the nominee of DTC, and no Preferred Security
Beneficial Owner will receive a definitive Preferred Security Certificate
representing such Preferred Security Beneficial Owner's interests in such Global
Certificate(s), except as provided in Section 9.7. Except for the Definitive
Preferred Security Certificates as specified herein and the definitive, fully
registered Preferred Securities Certificates, if any, that have been issued to
the Preferred Security Beneficial Owners pursuant to Section 9.7:

           (a) the provisions of this Section 9.4 shall be in full force and
effect;

           (b) the Trust and the Trustees shall be entitled to deal with the
Clearing Agency for all purposes of this Declaration (including the payment of
Distributions on the Global Certificate(s) and receiving approvals, votes or
consents hereunder) as the Holder of the Preferred Securities and the sole
holder of the Global Certificate(s) and shall have no obligation to the
Preferred Security Beneficial Owners;


                                       43
<PAGE>   49
           (c) to the extent that the provisions of this Section 9.4 conflict
with any other provisions of this Declaration, the provisions of this Section
9.4 shall control; and

           (d) the rights of the Preferred Security Beneficial Owners shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such Preferred Security Beneficial
Owners and the Clearing Agency and/or the Clearing Agency Participants to
receive and transmit payments of Distributions on the Global Certificates to
such Clearing Agency Participants. DTC will make book entry transfers among the
Clearing Agency Participants; provided, that, solely for the purposes of
determining whether the Holders of the requisite amount of Preferred Securities
have voted on any matter provided for in this Declaration, so long as Definitive
Preferred Security Certificates have not been issued, the Trustees may
conclusively rely on, and shall be protected in relying on, any written
instrument (including a proxy) delivered to the Trustees by the Clearing Agency
setting forth the Preferred Security Beneficial Owners' votes or assigning the
right to vote on any matter to any other Persons either in whole or in part.

SECTION 9.5      NOTICES TO CLEARING AGENCY.

           Whenever a notice or other communication to the Preferred Security
Holders is required under this Declaration, unless and until definitive fully
registered Preferred Security Certificates shall have been issued to the
Preferred Security Beneficial Owners pursuant to Section 9.7 or otherwise, the
Trustees shall give all such notices and communications specified herein to be
given to the Preferred Security Holders to the Clearing Agency, and the Trustees
shall have no notice obligations to the Preferred Security Beneficial Owners.

SECTION 9.6     APPOINTMENT OF SUCCESSOR CLEARING AGENCY.

           If any Clearing Agency elects to discontinue its services as
securities depositary with respect to the Preferred Securities, the
Administrative Trustees may, in their sole discretion, appoint a successor
Clearing Agency with respect to such Preferred Securities.


                                       44
<PAGE>   50
SECTION 9.7     DEFINITIVE PREFERRED SECURITY CERTIFICATES.

           If:

           (a) a Clearing Agency elects to discontinue its services as
securities depositary with respect to the Preferred Securities and a successor
Clearing Agency is not appointed within 90 days after such discontinuance
pursuant to Section 9.6; or

           (b) the Administrative Trustees elect after consultation with the
Sponsor to terminate the book-entry system through the Clearing Agency with
respect to the Preferred Securities, then:

           (c) definitive fully registered Preferred Security Certificates shall
be prepared by the Administrative Trustees on behalf of the Trust with respect
to such Preferred Securities; and

           (d) upon surrender of the Global Certificate(s) by the Clearing
Agency, accompanied by registration instructions, the Administrative Trustees on
behalf of the Trust shall cause definitive fully registered Preferred Securities
Certificates to be delivered to Preferred Security Beneficial Owners in
accordance with the instructions of the Clearing Agency. Neither the Trustees
nor the Trust shall be liable for any delay in delivery of such instructions and
each of them may conclusively rely on and shall be protected in relying on, said
instructions of the Clearing Agency. The definitive fully registered Preferred
Security Certificates shall be printed, lithographed or engraved or may be
produced in any other manner as is reasonably acceptable to the Administrative
Trustees, as evidenced by their execution thereof, and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements as the Administrative Trustees may deem appropriate, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which Preferred
Securities may be listed, or to conform to usage.

SECTION 9.8     MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If:

           (a) any mutilated Certificate should be surrendered to the
Administrative Trustees, or if the Administrative Trustees shall receive
evidence to their satisfaction of the destruction, loss or theft of any
Certificate; and


                                       45
<PAGE>   51
           (b) there shall be delivered to the Administrative Trustees, the
Property Trustee and any Registrar such security or indemnity as may be required
by them to keep each of them and the Trust harmless, then, in the absence of
notice that such Certificate shall have been acquired by a protected purchaser,
any Administrative Trustee on behalf of the Trust shall execute and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like denomination. In connection with the
issuance of any new Certificate under this Section 9.8, the Administrative
Trustees may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.

           Any duplicate Certificate issued pursuant to this Section shall
constitute conclusive evidence of an ownership interest in the relevant
Securities, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

                                    ARTICLE X
                       LIMITATION OF LIABILITY OF HOLDERS
                        OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1     LIABILITY.

           (a) Except as expressly set forth in this Declaration, the
Debentures, the Securities Guarantees and the terms of the Securities, the
Sponsor shall not be:

                      (i) personally liable for the return of any portion of the
           capital contributions (or any return thereon) of the Holders of the
           Securities, which shall be made solely from assets of the Trust; or

                      (ii) required to pay to the Trust or to any Holder of
           Securities any deficit upon dissolution of the Trust or otherwise.

           (b) Pursuant to Section 3803(a) of the Business Trust Act, the
Holders of the Preferred Securities shall be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware.


                                       46
<PAGE>   52
SECTION 10.2     EXCULPATION.

           (a) No Indemnified Person shall be liable, responsible or accountable
in damages or otherwise to the Trust or any Covered Person for any loss, damage
or claim incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Declaration or by law, except that
an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's gross negligence, bad faith or
willful misconduct with respect to such acts or omissions.

           (b) An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Trust and upon such information, opinions, reports
or statements presented to the Trust by any Person as to matters the Indemnified
Person reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Trust, including information, opinions, reports or statements as to the value
and amount of the assets, liabilities, profits, losses, or any other facts
pertinent to the existence and amount of assets from which Distributions to
Holders of Securities might properly be paid.

SECTION 10.3     FIDUCIARY DUTY.

           (a) To the extent that, at law or in equity, an Indemnified Person
has duties (including fiduciary duties) and liabilities relating thereto to the
Trust or to any other Covered Person, an Indemnified Person acting under this
Declaration shall not be liable to the Trust, any other Indemnified Person or to
any other Covered Person for its good faith reliance on the provisions of this
Declaration. The provisions of this Declaration, to the extent that they
restrict the duties and liabilities of an Indemnified Person otherwise existing
at law or in equity (other than the duties imposed on the Property Trustee under
the Trust Indenture Act), are agreed by the parties hereto to replace such other
duties and liabilities of such Indemnified Person.

           (b) Unless otherwise expressly provided herein:

                      (i) whenever a conflict of interest exists or arises
           between any Covered Person and an Indemnified Person; or


                                       47
<PAGE>   53
                      (ii) whenever this Declaration or any other agreement
           contemplated herein or therein provides that an Indemnified Person
           shall act in a manner that is, or provides terms that are, fair and
           reasonable to the Trust or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices, and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Declaration or any other agreement
contemplated herein or of any duty or obligation of the Indemnified Person at
law or in equity or otherwise.

           (c) Whenever in this Declaration an Indemnified Person is permitted
or required to make a decision:

                      (i) in its "sole discretion" or under a grant of similar
           authority, the Indemnified Person shall be entitled to consider such
           interests and factors as it desires, including its own interests, and
           shall have no duty or obligation to give any consideration to any
           interest of or factors affecting the Trust or any other Person; or

                      (ii) in its "good faith" or under another express
           standard, the Indemnified Person shall act under such express
           standard and shall not be subject to any other or different standard
           imposed by this Declaration or by applicable law.


SECTION 10.4 INDEMNIFICATION AND EXPENSES.



           (a) (i) The Sponsor shall indemnify, to the full extent permitted by
law, any Indemnified Person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Trust) by reason of the fact that he is or was an
Indemnified Person against expenses (including attorneys' fees and expenses),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Trust, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the Indemnified Person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Trust, and with respect to any criminal action or proceeding,
had reasonable cause to believe that his conduct was unlawful.



                      (ii) The Sponsor shall indemnify, to the full extent
permitted by law, any Indemnified Person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the Trust to procure a judgment in its favor by reason of the
fact that he is or was an Indemnified Person against expenses (including
attorneys' fees and expenses) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Trust and except that no such indemnification shall be
made in respect of any claim, issue or matter as to which such Indemnified
Person shall have been adjudged to be liable to the Trust unless and only to the
extent that the Court of Chancery of Delaware or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such Court of Chancery or such other court shall deem proper.



                      (iii) To the extent that an Indemnified Person shall be
successful on the merits or otherwise (including dismissal of an action without
prejudice or the settlement of an action without admission of liability) in
defense of any action, suit or proceeding referred to in paragraphs (i) and (ii)
of this Section 10.4(a), or in defense of any claim, issue or matter therein, he
shall be indemnified, to the full extent permitted by law, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.



                      (iv) Any indemnification of an Administrative Trustee
under paragraphs (i) and (ii) of this Section 10.4(a) (unless ordered by a
court) shall be made by the Sponsor only as authorized in the specific case upon
a determination that indemnification of the Sponsor Indemnified Person is proper
in the circumstances because he has met the applicable standard of conduct set
forth in paragraphs (i) and (ii). Such determination shall be made (1) by the
Administrative Trustees by a majority vote of a Quorum consisting of such
Administrative Trustees who were not parties to such action, suit or proceeding,
(2) if such a Quorum is not obtainable, or, even if obtainable, if a Quorum of
disinterested Administrative Trustees so directs, by independent legal counsel
in a written opinion, or (3) by the Common Security Holder of the Trust.



                      (v) Expenses (including attorneys' fees and expenses)
incurred by an Indemnified Person in defending a civil, criminal, administrative
or investigative action, suit or proceeding referred to in paragraphs (i) and
(ii) of this Section 10.4(a) shall be paid by the Sponsor, to the full extent
permitted by law, in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such Indemnified
Person to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Sponsor as authorized in this Section 10.4(a).
Notwithstanding the foregoing, no advance shall be made by the Sponsor if a
determination is reasonably and promptly made (i) by the Administrative Trustees
by a majority vote of a Quorum of disinterested Administrative Trustees, (ii) if
such a Quorum is not obtainable, or, even if obtainable, if a Quorum of
disinterested Administrative Trustees so directs, by independent legal counsel
in a written opinion or (iii) the Common Security Holder of the Trust, that,
based upon the facts known to the Administrative Trustees, counsel or the Common
Security Holder, as the case may be, at the time such determination is made,
such Indemnified Person acted in bad faith or in a manner that such person did
not believe to be in or not opposed to the best interests of the Trust, or, with
respect to any criminal proceeding, that such Indemnified Person believed or had
reasonable cause to believe his conduct was unlawful. In no event shall any
advance be made in instances where the Administrative Trustees, independent
legal counsel or Common Security Holder reasonably determine that such Person
deliberately breached his duty to the Trust or its Common or Preferred Security
Holders.



                      (vi) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other paragraphs of this Section
10.4(a) shall not be deemed exclusive of any other rights to which those seeking
indemnification and advancement of expenses may be entitled under any agreement,
vote of stockholders or disinterested directors of the Sponsor or Preferred
Security Holders of the Trust or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office. All
rights to indemnification under this Section 10.4(a) shall be deemed to be
provided by a contract between the Sponsor and each Indemnified Person who
serves in such capacity at any time while this Section 10.4(a) is in effect. Any
repeal or modification of this Section 10.4(a) shall not affect any rights or
obligations then existing.



                      (vii) The Sponsor or the Trust may purchase and maintain
insurance on behalf of any Person who is or was a Sponsor Indemnified Person
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Sponsor would
have the power to indemnify him against such liability under the provisions of
this Section 10.4(a).



                      (viii) For purposes of this Section 10.4(a), references to
"the Trust" shall include, in addition to the resulting or surviving entity, any
constituent entity (including any constituent of a constituent) absorbed in a
consolidation or merger, so that any Person who is or was a director, trustee,
officer or employee of such constituent entity, or is or was serving at the
request of such constituent entity as a director, trustee, officer, employee or
agent of another entity, shall stand in the same position under the provisions
of this Section 10.4(a) with respect to the resulting or surviving entity as he
would have with respect to such constituent entity if its separate existence had
continued.



                      (ix) The indemnification and advancement of expenses
provided by, or granted pursuant to, this Section 10.4(a) shall, unless
otherwise provided when authorized or ratified, continue as to a Person who has
ceased to be an Indemnified Person and shall inure to the benefit of the heirs,
executors and administrators of such a Person.



           (b) To the fullest extent permitted by law, the Sponsor agrees to
indemnify the (i) Property Trustee, (ii) the Delaware Trustee, (iii) any
Affiliate of the Property Trustee and the Delaware Trustee, and (iv) any
officers, directors, share holders, members, partners, employees,
representatives, custodians, nominees or agents of the Property Trustee and the
Delaware Trustee (each of the Persons in (i) through (iv) being referred to as a
"Fiduciary Indemnified Person") for, and to hold each Fiduciary Indemnified
Person harmless against, any and all loss, liability, damage, claim or expense
including taxes (other than taxes based on the income of such Fiduciary
Indemnified Person) incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against or investigating
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder. The obligation to indemnify as set forth in this
Section 10.4(b) shall survive the satisfaction and discharge of this Declaration
or the earlier resignation or removal of such Fiduciary Indemnified Person.


SECTION 10.5     OUTSIDE BUSINESSES.

           Any Covered Person, the Sponsor, the Delaware Trustee and the
Property Trustee (subject to Section 5.3(c)) may engage in or possess an
interest in other business ventures of any nature or description, independently
or with others, similar or dissimilar to the business of the Trust, and the
Trust and the Holders of Securities shall have no rights by virtue of this
Declaration in and to such independent ventures or the income or profits derived
therefrom, and the pursuit of any such venture, even if competitive with the
business of the Trust, shall not be deemed wrongful or

                                       48

<PAGE>   54
improper. No Covered Person, the Sponsor, the Delaware Trustee or the Property
Trustee shall be obligated to present any particular investment or other
opportunity to the Trust even if such opportunity is of a character that, if
presented to the Trust, could be taken by the Trust, and any Covered Person, the
Sponsor, the Delaware Trustee and the Property Trustee shall have the right to
take for its own account (individually or as a partner or fiduciary) or to
recommend to others any such particular investment or other opportunity. Any
Covered Person, the Delaware Trustee and the Property Trustee may engage or be
interested in any financial or other transaction with the Sponsor or any
Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or
act on any committee or body of holders of, securities or other obligations of
the Sponsor or its Affiliates.

           The Sponsor agrees:


           (1) to pay to the Trustees from time to time such compensation as the
Sponsor and the Trustees shall from time to time agree in writing for all
services rendered by them hereunder (which compensation shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust);



           (2) to reimburse the Trustees upon request for all reasonable
expenses, disbursements and advances incurred or made by the Trustees in
accordance with any provision of this Declaration (including the compensation
and the expenses and disbursements of agents and counsel), except any such
expense, disbursement or advance as may be attributable to its negligence or bad
faith.



           The provisions of this Section shall survive the termination of this
Declaration, the dissolution of the Trust and the resignation or removal of the
Trustees.


                                   ARTICLE XI
                                   ACCOUNTING

SECTION 11.1     FISCAL YEAR.

           The fiscal year ("Fiscal Year") of the Trust shall be the calendar
year, or such other year as is required by the Code.


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<PAGE>   55
SECTION 11.2     CERTAIN ACCOUNTING MATTERS.

           (a) At all times during the existence of the Trust, the Trust shall
keep, or cause to be kept, full books of account, records and supporting
documents, which shall reflect in reasonable detail, each transaction of the
Trust. The books of account shall be maintained on the accrual method of
accounting, in accordance with generally accepted accounting principles,
consistently applied. The Trust shall use the accrual method of accounting for
United States federal income tax purposes. The books of account and the records
of the Trust shall be examined by and reported upon as of the end of each Fiscal
Year of the Trust by a firm of independent certified public accountants selected
by the Administrative Trustees.

           (b) The Trust shall cause to be duly prepared and delivered to each
of the Holders of Securities, any annual United States federal income tax
information statement required by the Code, containing such information with
regard to the Securities held by each Holder as is required by the Code and the
Treasury Regulations. Notwithstanding any right under the Code to deliver any
such statement at a later date, the Administrative Trustee(s) on behalf of the
Trust shall endeavor to deliver all such statements within 30 days after the end
of each Fiscal Year of the Trust.

           (c) The Administrative Trustees on behalf of the Trust shall cause to
be duly prepared and filed with the appropriate taxing authority an annual
United States federal income tax return, on a Form 1041 or such other form
required by United States federal income tax law, and any other annual income
tax returns required to be filed by the Trust with any state or local taxing
authority.

SECTION 11.3    BANKING.

           The Trust shall maintain one or more bank accounts in the name and
for the sole benefit of the Trust; provided however, that all payments of funds
in respect of the Debentures held by the Property Trustee shall be made directly
to the Property Trustee Account and no other funds of the Trust shall be
deposited in the Property Trustee Account. The sole signatories for such
accounts shall be designated by the Administrative Trustees; provided, however,
that the Property Trustee shall designate the signatories for the Property
Trustee Account.


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<PAGE>   56
SECTION 11.4     WITHHOLDING.

           The Administrative Trustees on behalf of the Trust shall comply with
all withholding requirements under United States federal, state and local law.
The Trust shall request, and the Holders shall provide to the Trust, such forms
or certificates as are necessary to establish an exemption from withholding with
respect to each Holder, and any representations and forms as shall reasonably be
requested by the Trust to assist it in determining the extent of, and in
fulfilling, its withholding obligations. The Administrative Trustees on behalf
of the Trust shall file required forms with applicable jurisdictions and, unless
an exemption from withholding is properly established by a Holder, shall remit
amounts withheld with respect to the Holder to applicable jurisdictions. To the
extent that the Trust is required to withhold and pay over any amounts to any
authority with respect to distributions or allocations to any Holder, the amount
withheld shall be deemed to be a distribution in the amount of the withholding
to the Holder. In the event of any claimed over withholding, Holders shall be
limited to an action against the applicable jurisdiction. If the amount required
to be withheld was not withheld from actual Distributions made, the Trust may
reduce subsequent Distributions by the amount of such withholding.

                                   ARTICLE XII
                             AMENDMENTS AND MEETINGS

SECTION 12.1     AMENDMENTS.

           (a) Except as otherwise provided in this Declaration or by any
applicable terms of the Securities, this Declaration may only be amended by a
written instrument approved and executed by the Administrative Trustees (or, if
there are more than two Administrative Trustees, a majority of the
Administrative Trustees); and

                      (i) if the amendment affects the rights, powers, duties,
           obligations or immunities of the Property Trustee, also by the
           Property Trustee; and

                      (ii) if the amendment affects the rights, powers, duties,
           obligations or immunities of the Delaware Trustee, also by the
           Delaware Trustee;

           (b) no amendment shall be made:

                      (i) unless, in the case of any proposed amendment, the
           Property Trustee shall have first received;

                                       51
<PAGE>   57
                                 (A) an Officer's Certificate from each of the
                      Trust and the Sponsor that such amendment is permitted by,
                      and conforms to, the terms of this Declaration (including
                      the terms of the Securities); and

                                 (B) an opinion of counsel (who may be counsel
                      to the Sponsor or the Trust) that such amendment is
                      permitted by, and conforms to, the terms of this
                      Declaration (including the terms of the Securities); and

                      (ii) to the extent the result of such amendment would be
           to:

                                 (A) cause the Trust to fail to continue to be
                      classified for purposes of United States federal income
                      taxation as a grantor trust;

                                 (B) reduce or otherwise adversely affect the
                      powers of the Property Trustee in contravention of the
                      Trust Indenture Act; or

                                 (C) cause the Trust to be deemed to be an
                      Investment Company required to be registered under the
                      Investment Company Act;

           (c) at such time after the Trust has issued any Securities that
remain outstanding, any amendment that would materially and adversely affect the
rights, privileges or preferences of any Holder of Securities may be effected
only with such additional requirements as may be set forth in the terms of such
Securities;

           (d) Section 9.1(c) and this Section 12.1 shall not be amended without
the consent of all of the Holders of the Securities;

           (e) Article IV shall not be amended without the consent of the
Holders of a Majority in liquidation amount of the Common Securities;

           (f) the rights of the holders of the Common Securities under Article
V to increase or decrease the number of, and appoint and remove Trustees shall
not be amended without the consent of the Holders of a Majority in liquidation
amount of the Common Securities; and

           (g) notwithstanding Section 12.1(c), this Declaration may be amended
without the consent of the Holders of the Securities to:

                                       52
<PAGE>   58
                      (i) cure any ambiguity;

                      (ii) correct or supplement any provision in this
           Declaration that may be defective or inconsistent with any other
           provision of this Declaration;

                      (iii) add to the covenants, restrictions or obligations of
           the Sponsor;

                      (iv) to conform to any change in the Investment Company
           Act or the rules and regulations promulgated thereunder or any
           written change in interpretation or application of such act or such
           rules or regulations by any legislative body, court, government
           agency or regulatory authority which amendment does not have a
           material adverse effect on the right, preferences or privileges of
           the Holders;

                      (v) to modify, eliminate and add to any provision of the
           Declaration to such extent as may be necessary; and

                      (vi) cause the Trust to continue to be classified for
           United States federal income tax purposes as a grantor trust.

SECTION 12.2     MEETINGS OF THE HOLDERS OF SECURITIES; ACTION BY WRITTEN
                 CONSENT.

           (a) Meetings of the Holders of any class of Securities may be called
at any time by the Administrative Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Declaration, the terms of
the Securities or the rules of any stock exchange on which the Preferred
Securities are listed or admitted for trading. The Administrative Trustees shall
call a meeting of the Holders of such class if directed to do so by the Holders
of at least 10% in liquidation amount of such class of Securities. Such
direction shall be given by delivering to the Administrative Trustees one or
more requests to call a meeting in writing stating that the signing Holders of
Securities wish to call a meeting and indicating the general or specific purpose
for which the meeting is to be called. Any Holders of Securities calling a
meeting shall specify in writing the Certificates held by the Holders of
Securities exercising the right to call a meeting and only those Securities
specified shall be counted for purposes of determining whether the required
percentage set forth in the second sentence of this paragraph has been met.

                                       53
<PAGE>   59
           (b) Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders of
Securities:

                      (i) notice of any such meeting shall be given to all the
           Holders of Securities having a right to vote thereat at least 7 days
           and not more than 60 days before the date of such meeting. Whenever a
           vote, consent or approval of the Holders of Securities is permitted
           or required under this Declaration, the terms of the Securities or
           the rules of any stock exchange on which the Preferred Securities are
           listed or admitted for trading, such vote, consent or approval may be
           given at a meeting of the Holders of Securities. Any action that may
           be taken at a meeting of the Holders of Securities may be taken
           without a meeting and without prior notice if a consent in writing
           setting forth the action so taken is signed by the Holders of
           Securities owning not less than the minimum amount of Securities in
           liquidation amount that would be necessary to authorize or take such
           action at a meeting at which all Holders of Securities having a right
           to vote thereon were present and voting. Prompt notice of the taking
           of action without a meeting shall be given to the Holders of
           Securities entitled to vote who have not consented in writing. The
           Administrative Trustees may specify that any written ballot
           submitted to the Security Holder for the purpose of taking any action
           without a meeting shall be returned to the Trust within the time
           specified by the Administrative Trustees;

                      (ii) each Holder of a Security may authorize any Person to
           act for it by proxy on all matters in which a Holder of Securities is
           entitled to participate, including waiving notice of any meeting, or
           voting or participating at a meeting. No proxy shall be valid after
           the expiration of 11 months from the date thereof unless otherwise
           provided in the proxy. Every proxy shall be revocable at the pleasure
           of the Holder of Securities executing it. Except as otherwise
           provided herein, all matters relating to the giving, voting or
           validity of proxies shall be governed by the General Corporation Law
           of the State of Delaware relating to proxies, and judicial
           interpretations thereunder, as if the Trust were a Delaware
           corporation and the Holders of the Securities were stockholders of a
           Delaware corporation;

                      (iii) each meeting of the Holders of the Securities shall
           be conducted by the Administrative Trustees or by such other Person
           that the Administrative Trustees may designate; and


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<PAGE>   60
                      (iv) unless the Business Trust Act, this Declaration, the
           terms of the Securities, the Trust Indenture Act or the listing rules
           of any stock exchange on which the Preferred Securities are then
           listed or traded otherwise provides, the Administrative Trustees, in
           their sole discretion, shall establish all other provisions relating
           to meetings of Holders of Securities, including notice of the time,
           place or purpose of any meeting at which any matter is to be voted on
           by any Holders of Securities, waiver of any such notice, action by
           consent without a meeting, the establishment of a record date, quorum
           requirements, voting in person or by proxy or any other matter with
           respect to the exercise of any such right to vote.

                                  ARTICLE XIII
                           REPRESENTATIONS OF PROPERTY
                          TRUSTEE AND DELAWARE TRUSTEE

SECTION 13.1     REPRESENTATIONS AND WARRANTIES OF PROPERTY TRUSTEE.

           The Trustee that acts as initial Property Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration, and
each Successor Property Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Property Trustee's acceptance of its
appointment as Property Trustee, that:

           (a) the Property Trustee is a banking corporation, a national banking
association or a bank with trust powers, duly organized, validly existing and in
good standing under the laws of the United States of America or any State of the
United States, with trust power and authority to execute and deliver, and to
carry out and perform its obligations under the terms of, the Declaration;

           (b) the Property Trustee satisfies the requirements set forth in
Section 5.3(a);

           (c) the execution, delivery and performance by the Property Trustee
of the Declaration has been duly authorized by all necessary corporate action on
the part of the Property Trustee. The Declaration has been duly executed and
delivered by the Property Trustee, and it constitutes a legal, valid and binding
obligation of the Property Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency, and other similar laws affecting creditors' rights generally and to
general principles of equity and the

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<PAGE>   61
discretion of the court (regardless of whether the enforcement of such remedies
is considered in a proceeding in equity or at law);

           (d) the execution, delivery and performance of the Declaration by the
Property Trustee does not conflict with or constitute a breach of the Articles
of Organization or By-laws of the Property Trustee; and

           (e) no consent, approval or authorization of, or registration with or
notice to, any New York State or Federal banking authority is required for the
execution, delivery or performance by the Property Trustee, of the Declaration.

SECTION 13.2     REPRESENTATIONS AND WARRANTIES OF DELAWARE TRUSTEE.

           The Trustee that acts as initial Delaware Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration, and
each Successor Delaware Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Delaware Trustee's acceptance of its
appointment as Delaware Trustee, that:

           (a) the Delaware Trustee is a banking corporation or national banking
association, duly organized, validly existing and in good standing under the
laws of the State of Delaware or the United States, as the case may be, with
power and authority to execute and deliver, and to carry out and perform its
obligations under the terms of, the Declaration;

           (b) the execution, delivery and performance by the Delaware Trustee
of the Declaration has been duly authorized by all necessary corporate action on
the part of the Delaware Trustee. The Declaration has been duly executed and
delivered by the Delaware Trustee, and it constitutes a legal, valid and binding
obligation of the Delaware Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency, and other similar laws affecting creditors' rights generally and to
general principles of equity and the discretion of the court (regardless of
whether the enforcement of such remedies is considered in a proceeding in equity
or at law);

           (c) no consent, approval or authorization of, or registration with or
notice to, any State of Delaware or Federal banking authority is required for
the execution, delivery or performance by the Delaware Trustee of the
Declaration;


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<PAGE>   62
           (d) the execution, delivery and performance of the Declaration by the
Delaware Trustee does not conflict with or constitute a breach of the Articles
of Organization or By-laws of the Delaware Trustee; and

         (e) the Delaware Trustee is a natural person who is a resident of the
State of Delaware or, if not a natural person, an entity which has its principal
place of business in the State of Delaware.

                                   ARTICLE XIV
                                  MISCELLANEOUS

SECTION 14.1     NOTICES.

           All notices provided for in this Declaration shall be in writing,
duly signed by the party giving such notice, and shall be delivered by first
class mail, telecopied or sent by overnight courier as follows:

           (a) if given to the Trust, for purposes of the Delaware Business
Trust Act in care of the Delaware Trustee at the Trust's mailing address set
forth below (or such other address as the Trust may give notice of to the
Holders of the Securities):

                  MetLife Capital Trust II
                  c/o Bank One Trust Company, N.A.
                  153 West 51st Street
                  N.Y., N.Y. 10019
                  Attn:  Mary Fonti

                  with a copy to:

                  MetLife, Inc.
                  One Madison Avenue
                  New York, New York 10010-3690
                  Attn:    Treasurer's Office

           (b) if given to the Delaware Trustee, at the mailing address set
forth below (or such other address as Delaware Trustee may give notice of to the
Holders of the Securities):

                 Bank One Trust Company, N.A.
                 153 West 51st Street
                 N.Y., N.Y. 10019
                 Attn: Mary Fonti

                                       57
<PAGE>   63

           (c) if given to the Property Trustee, at its Corporate Trust Office
to the attention of Corporate Trust Administration (or such other address as the
Property Trustee may give notice of to the Holders of the Securities):

                  Bank One Trust Company, N.A.
                  153 West 51st Street
                  N.Y., N.Y. 10019
                  Attn: Mary Fonti

           (d) if given to the Holder of the Common Securities, at the mailing
address of the Sponsor set forth below (or such other address as the Holder of
the Common Securities may give notice to the Trust):

                  MetLife, Inc.
                  One Madison Avenue
                  New York, New York 10010-3690
                  Attn:    Treasurer's Office

           (e) if given to any other Holder, at the address set forth on the
books and records of the Trust.

           All such notices shall be deemed to have been given when received in
person, or mailed by first class mail, postage prepaid except that if a notice
or other document is refused delivery or cannot be delivered because of a
changed address of

                                       58
<PAGE>   64
which no notice was given, such notice or other document shall be deemed to have
been delivered on the date of such refusal or inability to deliver.

SECTION 14.2     GOVERNING LAW.

           This Declaration and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the State of Delaware
and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws.

SECTION 14.3     INTENTION OF THE PARTIES.

           It is the intention of the parties hereto that the Trust be
classified for United States federal income tax purposes as a grantor trust. The
provisions of this Declaration shall be interpreted to further this intention
of the parties.

SECTION 14.4     HEADINGS.

           Headings contained in this Declaration are inserted for convenience
of reference only and do not affect the interpretation of this Declaration or
any provision hereof.

SECTION 14.5     SUCCESSORS AND ASSIGNS.

           Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether or not so expressed.

SECTION 14.6     PARTIAL ENFORCEABILITY.

           If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder of
this Declaration, or the application of such provision to persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.


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<PAGE>   65
SECTION 14.7     COUNTERPARTS.

           This Declaration may contain more than one counterpart of the
signature page and this Declaration may be executed by the affixing of the
signature of each of the Trustees to one of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed a
single signature page.

SECTION 14.8     CUSIP NUMBERS.

           The Trust in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustees shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Administrative Trustees will
promptly notify the Property Trustee of any change in the "CUSIP" numbers.

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<PAGE>   66
           IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.

                                _____________________________________________
                                By:  Leland C. Launer, Jr., as Administrative
                                Trustee of the Trust

                                _____________________________________________
                                By:  Ronald D. Nirenberg, Jr., as Administrative
                                Trustee of the Trust


                                _____________________________________________
                                By:  William H. Nugent, as Administrative
                                Trustee of the Trust


                                BANK ONE DELAWARE, INC.,
                                as Delaware Trustee


                                By:__________________________________________
                                   Name:
                                   Title:

                                BANK ONE TRUST COMPANY, N.A.,
                                as Property Trustee


                                By:__________________________________________
                                   Name:
                                   Title:


                                METLIFE, INC.
                                as Sponsor

                                By:__________________________________________
                                   Name:
                                   Title:

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<PAGE>   67
                                                                         ANNEX I

                             TERMS AND CONDITIONS OF
                             % PREFERRED SECURITIES
                               % COMMON SECURITIES


         Pursuant to Section 7.1 of the Amended and Restated Declaration of
Trust, dated as of ___, 2001 (as amended from time to time, the "Declaration"),
the designation, rights, privileges, restrictions, preferences and other terms
and provisions of the Preferred Securities and the Common Securities are set out
below (each capitalized term used but not defined herein has the meaning set
forth in the Declaration or, if not defined in the Declaration, as defined in
the Prospectus referred to below):

(1)      Designation and Number.

         (a) Preferred Securities.   Preferred Securities of the Trust, with an
aggregate liquidation amount with respect to the assets of the Trust of
dollars ($    ) and a liquidation amount with respect to the assets of the Trust
of $ per Preferred Security, are hereby designated for the purposes of
identification only as "____% Preferred Securities" (the "Preferred
Securities"). The Preferred Security Certificates evidencing the Preferred
Securities shall be substantially in the form of Exhibit A-1 to the Declaration,
with such changes and additions thereto or deletions therefrom as may be
required by applicable law or the rules of any stock exchange on which the
Preferred Securities are listed or to con form to ordinary usage, custom or
practice.

         (b) Common Securities.    Common Securities of the Trust, with an
aggregate liquidation amount with respect to the assets of the Trust of
dollars ($    ) and a liquidation amount with respect to the assets of the Trust
of $___ per Common Security, are hereby designated for the purposes of
identification only as " ____% Common Securities" (the "Common Securities"). The
Common Security Certificates evidencing the Common Securities shall be
substantially in the form of Exhibit A-2 to the Declaration, with such changes
and additions thereto or deletions therefrom as may be required by applicable
law or to conform to ordinary usage, custom or practice.



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<PAGE>   68
(2)      Distributions.

         (a) Distributions payable on each Security will be fixed initially at a
rate per annum of ____% (the "Coupon Rate") of the stated liquidation amount of
$___ per Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears will
bear interest thereon compounded quarterly at the Coupon Rate (to the extent
permitted by applicable law). The term "Distributions" as used herein includes
such cash distributions, any such interest payable [and any additional
Distributions accrued during a Deferral Period (as defined below)] unless
otherwise stated. A Distribution is payable only to the extent that payments are
made in respect of the Debentures held by the Property Trustee and to the extent
the Property Trustee has received funds therefor. The amount of Distributions
payable for any period will be computed for any full quarterly Distribution
period on the basis of a 360-day year consisting of twelve 30-day months, and
for any period shorter than a full quarterly Distribution period for which
Distributions are computed, Distributions will be computed on the basis of the
actual number of days elapsed in such 90-day quarter based on 30-day months. The
Sponsor has the right under the Indenture to defer payments of interest by
extending the interest payment period from time to time on the Debentures for
the maximum consecutive period, if any, specified for such series of Debentures,
(each period a "Deferral Period"), provided that such Deferral Period (or any
extension thereof) may not extend beyond the Stated Maturity Date or Redemption
Date (as such terms are defined in the Indenture) of any Debenture of such
series, and must end on an Interest Payment Date (as such term is defined in the
Indenture) or, if the Debentures are redeemed, on an Interest Payment Date or
the Redemption Date for such Debentures, and provided further that at the end of
each Deferral Period the Sponsor shall pay all interest then accrued and unpaid
(together with interest thereon to the extent permitted by applicable law at the
rate accruing on such Debentures). As a consequence of such deferral,
Distributions will also be deferred. Despite such deferral, quarterly
Distributions will continue to accrue with additional Distributions thereon (to
the extent permitted by applicable law) at the Coupon Rate, compounded quarterly
during any such Deferral Period. Prior to the termination of any such Deferral
Period, the Sponsor may further extend such Deferral Period; provided that such
Deferral Period together with all such previous and further deferrals thereof
may not extend beyond the maturity of the Debentures under the Indenture.
Payments of deferred and additional Distributions will be payable on an Interest
Payment Date (as defined in the Indenture) elected by the Sponsor to Holders as
they appear on the books and records of the Trust on the record date fixed for
such Interest Payment Date. Upon the termination of any Deferral Period and the
payment of all amounts



                                       63
<PAGE>   69
then due, the Sponsor may commence a new Deferral Period, subject to the above
requirements.

         (b) Distributions on the Securities will be cumulative, will accrue
from ___, 200_, and will be payable (subject to Section 2(a)) quarterly in
arrears, on _______, _________ and _______ of each year, commencing ___ on ____,
200_, except as otherwise described below.

         (c) Distributions on the Securities will be payable to the Holders
thereof as they appear on the books and records of the Trust at the close of
business on the Business Day immediately preceding each of the relevant payment
dates on the Securities. Subject to any applicable laws and regulations and the
provisions of the Declaration, each such payment in respect of the Preferred
Securities will be made as described under the heading "Description of the
Preferred Securities--Book-Entry Only Issuance" in the Prospectus Supplement
dated ___, 200_, to the Prospectus dated ___, 2001 (together, the "Prospectus")
of the Trust relating to the Registration Statement on Form S-3 (file nos. 333-
____, 333-____ and 333-_____) of the Sponsor and the Trust. The relevant record
dates for the Common Securities, shall be the same record date as for the
Preferred Securities. If the Preferred Securities shall not continue to remain
in book-entry only form or are not in book-entry only form at issuance, the
relevant record dates for the Preferred Securities shall conform to the rules of
any securities exchange on which the Preferred Securities are listed and, if
none, as shall be selected by the Administrative Trustees, which dates shall be
at least more than one, but less than 60, Business Days before the relevant
payment dates, which payment dates correspond to the interest payment dates on
the Debentures. Distributions payable on any Securities that are not punctually
paid on any Distribution payment date, as a result of the Debenture Issuer
having failed to make a payment under the Debentures, will cease to be payable
to the Person in whose name such Securities are registered on the relevant
record date, and such defaulted Distribution will instead be payable to the
Person in whose name such Securities are registered on the special record date
or other specified date determined in accordance with the Indenture. If any date
on which Distributions are payable on the Securities is not a Business Day, then
payment of the Distribution payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay) except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date.



                                       64
<PAGE>   70
         (d) In the event that there is any money or other property held by or
for the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata (as defined herein) among the Holders of the Securities.

(3)      Liquidation Distribution Upon Dissolution.

         In the event of any voluntary or involuntary dissolution of the Trust,
the Holders of the Securities on the date of the dissolution will be entitled to
receive out of the assets of the Trust, after satisfaction (whether by payment
or reasonable provision for payment) of liabilities to creditors of the Trust,
an amount equal to the aggregate of the stated liquidation amount of $     per
Security plus accrued and unpaid Distributions thereon to the date of payment,
unless in connection with such dissolution, Debentures in an aggregate stated
principal amount equal to the aggregate stated liquidation amount of such
Securities, with an interest rate equal to the Coupon Rate of, and bearing
accrued and unpaid interest in an amount equal to the accrued and unpaid
Distributions on, such Securities shall be distributed on a Pro Rata basis to
the Holders of the Securities in exchange for such Securities (either of the
foregoing being a "Liquidation Distribution").

         If, upon any such dissolution, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets available to pay in full
the aggregate Liquidation Distribution, then the amounts payable directly by the
Trust on the Securities shall be paid on a Pro Rata basis.

(4)      Voting Rights - Preferred Securities.

         (a) Except as provided under Sections 4(b) and 6 and as otherwise
required by law and the Declaration, the Holders of the Preferred Securities
will have no voting rights.

         (b) Subject to the requirements set forth in this paragraph, the
Holders of a Majority in liquidation amount of the Preferred Securities, voting
separately as a class may direct the time, method, and place of conducting any
proceeding for any remedy available to the Property Trustee, or the exercise of
any trust or power conferred upon the Property Trustee under the Declaration,
including (i) directing the time, method and place of conducting any proceeding
for any remedy available to the Debenture Trustee, or exercising any trust or
power conferred on the Debenture Trustee with respect to the Debentures, (ii)
waiving any past default and its consequences that is waivable under the
Indenture, (iii) exercising any right to rescind or annul a declaration that the
principal of all the Debentures shall be due and payable,



                                       65
<PAGE>   71
or (iv) consenting to any amendment, modification or termination of the
Indenture or the Debentures where such consent shall be required, provided,
however, that, where a consent or action under the Indenture specifically would
require the consent or act of the Holders of greater than a majority of the
holders in principal amount of Debentures affected thereby (a "Super Majority"),
the Property Trustee may only give such consent or take such action at the
written direction of the Holders of at least the proportion in liquidation
amount of the Preferred Securities which the relevant Super Majority represents
of the aggregate principal amount of the Debentures outstanding. The Property
Trustee shall not revoke any action previously authorized or approved by a vote
of the Holders of the Preferred Securities. Other than with respect to directing
the time, method and place of conducting any remedy available to the Property
Trustee or the Debenture Trustee as set forth above, the Property Trustee shall
not take any action in accordance with the directions of the Holders of the
Preferred Securities under this paragraph unless the Property Trustee has
obtained an opinion of tax counsel to the effect that for the purposes of United
States federal income tax the Trust will not be classified as other than a
grantor trust on account of such action. If the Property Trustee fails to
enforce its rights under the Debentures after a Holder of Preferred Securities
has made a written request, such Holder of Preferred Securities may, to the
fullest extent permitted by applicable law, institute a legal proceeding
directly against the Debenture Issuer to enforce the Property Trustee's rights
under the Debentures without first instituting a legal proceeding against the
Property Trustee or any other Person. Notwithstanding the foregoing, if an Event
of Default has occurred and is continuing and such event is attributable to the
failure of the Debenture Issuer to pay interest or principal on the Debentures
on the date such interest or principal is otherwise payable, then a Holder of
Preferred Securities may directly institute a proceeding for enforcement of
payment to such Holder of the principal of or interest on the Debentures having
a principal amount equal to the aggregate liquidation amount of the Preferred
Securities of such Holder on or after the respective due date specified in the
Debentures. Except as provided in the preceding sentence, the Holders of
Preferred Securities shall not exercise directly any other remedy available to
the holders of the Debentures.

         Any approval or direction of Holders of Preferred Securities may be
given at a separate meeting of Holders of Preferred Securities convened for such
purpose, at a meeting of all of the Holders of Securities in the Trust or
pursuant to written consent. The Administrative Trustees will cause a notice of
any meeting at which Holders of Preferred Securities are entitled to vote to be
mailed to each Holder of record of Preferred Securities. Each such notice will
include a statement setting forth (i) the date of such meeting, (ii) a
description of any resolution proposed for adoption at



                                       66
<PAGE>   72
such meeting on which such Holders are entitled to vote and (iii) instructions
for the delivery of proxies.

         No vote or consent of the Holders of the Preferred Securities will be
required for the Trust to repay and cancel Preferred Securities or to distribute
the Debentures in accordance with the Declaration and the terms of the
Securities. Notwithstanding that Holders of Preferred Securities are entitled to
vote or consent under any of the circumstances described above, any of the
Preferred Securities that are owned by the Sponsor or any Affiliate of the
Sponsor shall not be entitled to vote or consent and shall, for purposes of such
vote or consent, be treated as if they were not outstanding.

(5)      Voting Rights - Common Securities.

         (a) Except as provided under Sections 5(b), 5(c) and 6 and as otherwise
required by law and the Declaration, the Holders of the Common Securities will
have no voting rights.

         (b) The Holders of the Common Securities are entitled, in accordance
with Article V of the Declaration, to vote to appoint, remove or replace any
Trustee or to increase or decrease the number of Trustees.

         (c) Subject to Section 2.6 of the Declaration and only after any Event
of Default with respect to the Preferred Securities has been cured, waived or
otherwise eliminated, the Property Trustee shall not (i) direct the time,
method, and place of conducting any proceeding for any remedy available to the
Debenture Trustee, or exercising any trust or power conferred on the Debenture
Trustee with respect to the Debentures, (ii) waive any past default and its
consequences that is waivable under the Indenture, or (iii) exercise any right
to rescind or annul a declaration that the principal of all the Debentures shall
be due and payable, without in each case, obtaining the prior approval of the
Holders of a Majority in liquidation amount of Common Securities, provided that,
where a consent under the Indenture specifically would require the consent of
the Holders of a Super Majority, the Property Trustee may only give such consent
at the written direction of the Holders of at least the proportion in
liquidation amount of the Common Securities which the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding.
Pursuant to this Section 5(c), the Property Trustee shall not revoke any action
previously authorized or approved by a vote of the Holders of the Preferred
Securities. The Property Trustee shall not take any of the foregoing actions
under this paragraph unless the Property Trustee has obtained an opinion of tax
counsel to the



                                       67
<PAGE>   73
effect that for the purposes of United States federal income tax the Trust will
not be classified as other than a grantor trust on account of such action. If
the Property Trustee fails to enforce its rights under the Declaration, any
Holder of Common Securities may, to the fullest extent permitted by law,
institute a legal proceeding directly against any Person to enforce the Property
Trustee's rights under the Declaration, without first instituting a legal
proceeding against the Property Trustee or any other Person.

         Any approval or direction of Holders of Common Securities may be given
at a separate meeting of Holders of Common Securities convened for such purpose,
at a meeting of all of the Holders of Securities in the Trust or pursuant to
written consent. The Administrative Trustees will cause a notice of any meeting
at which Holders of Common Securities are entitled to vote to be mailed to each
Holder of record of Common Securities. Each such notice will include a statement
setting forth (i) the date of such meeting, (ii) a description of any resolution
proposed for adoption at such meeting on which such Holders are entitled to vote
and (iii) instructions for the delivery of proxies.

         No vote or consent of the Holders of the Common Securities will be
required for the Trust to redeem and cancel Common Securities or to distribute
the Debentures in accordance with the Declaration and the terms of the
Securities.

(6)      Amendments to Declaration and Indenture.

         (a) In addition to any requirements under Section 12.1 of the
Declaration, if any proposed amendment to the Declaration provides for, or the
Administrative Trustees otherwise propose to effect, (i) any action that would
materially adversely affect the powers, preferences or special rights of the
Securities, whether by way of amendment to the Declaration or otherwise, or (ii)
the dissolution of the Trust, other than as described in Section 8.1 of the
Declaration, then the Holders of outstanding Securities as a class will be
entitled to vote on such amendment or proposal (but not on any other amendment
or proposal) and such amendment or proposal shall not be effective except with
the approval of the Holders of at least a Majority in liquidation amount of the
Securities, voting together as a single class; provided, however, if any
amendment or proposal referred to in clause (i) above would adversely affect
only the Preferred Securities or only the Common Securities, then only the
affected class will be entitled to vote on such amendment or proposal and such
amendment or proposal shall not be effective except with the approval of a
Majority in liquidation amount of such class of Securities.



                                       68
<PAGE>   74
         (b) In the event the consent of the Property Trustee as the holder of
the Debentures is required under the Indenture with respect to any amendment,
modification or termination on the Indenture or the Debentures, the Property
Trustee shall request the written direction of the Holders of the Securities
with respect to such amendment, modification or termination and shall vote with
respect to such amendment, modification or termination as directed by a
Majority in liquidation amount of the Securities voting together as a single
class; provided, however, that where a consent under the Indenture specifically
would require a Super Majority, the Property Trustee may only give such consent
at the direction of the Holders of at least the proportion in liquidation amount
of the Securities which the relevant Super Majority represents of the aggregate
principal amount of the Debentures outstanding; provided, further, that the
Property Trustee shall not take any action in accordance with the directions of
the Holders of the Securities under Section 6(a) or this Section 6(b) unless (i)
the Property Trustee has obtained an opinion of tax counsel to the effect that
for the purposes of United States federal income tax the Trust will not be
classified as other than a grantor trust on account of such action or (ii) such
action would not reduce or otherwise adversely affect the powers of the Property
Trustee or cause the Trust to be deemed an "investment company" which is
required to be registered under the Investment Company Act.

(7)      Redemption and Distribution.

            (a) Upon the repayment of the Debentures in whole or in part,
whether at Maturity Date or upon redemption (either at the option of the
Debenture Issuer or pursuant to a Special Event as described below), the
proceeds from such repayment or payment shall be simultaneously applied to
redeem Securities having an aggregate liquidation amount equal to the aggregate
principal amount of the Debentures so repaid or redeemed at a redemption price
of $__ per Security plus an amount equal to accrued and unpaid Distributions
thereon at the date of the redemption, payable in cash (the "Redemption Price").
Holders shall be given not less than 30 nor more than 60 days' notice of such
redemption. Prior to any such redemption, the Debenture Issuer will obtain any
required regulatory approval.

            (b) Subject to obtaining any required regulatory approval, if, at
any time, a Tax Event or an Investment Company Event (each as defined below, and
each a "Special Event") shall occur and be continuing, the Debenture Issuer
shall have the right, upon not less than 30 nor more than 60 days' notice, to
redeem the Debentures, in whole or in part, for cash within 90 days following
the occurrence of such Special Event, and, following such redemption, Securities
with an aggregate liquidation amount equal to the aggregate principal amount of
the Debentures so redeemed shall


                                       69
<PAGE>   75
be redeemed by the Trust at the Redemption Price on a Pro Rata basis; provided,
however, that if at the time there is available to the Debenture Issuer or the
Trust the opportunity to eliminate, within such 90-day period, the Special Event
by taking some ministerial action, such as filing a form or making an election
or pursuing some other similar reasonable measure that will have no adverse
effect on the Trust, the Debenture Issuer or the holders of the Securities, then
the Debenture Issuer or the Trust will pursue such measure in lieu of
redemption.

            "Tax Event" means that the Administrative Trustees shall have
received an opinion of a nationally recognized independent tax counsel
experienced in such matters (a "Tax Event Opinion") to the effect that, as a
result of (a) any amendment to, or change (including any announced prospective
change) in, the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein or (b) any
amendment to, or change in, an interpretation or application of such laws or
regulations by any legislative body, court, governmental agency or regulatory
authority (including the enactment of any legislation and the publication of any
judicial decision or regulatory determination on or after the date of the
relevant supplement to the Prospectus), in either case after the date of the
relevant supplement to the Prospectus, there is more than an insubstantial risk
that (i) the Trust would be subject to United States federal income tax with
respect to interest accrued or received on the Debentures, (ii) the Trust would
be subject to more than a de minimis amount of other taxes, duties or other
governmental charges, or (iii) interest payable to the Trust on the Debentures
would not be deductible, in whole or in part, by the Debenture Issuer for United
States federal income tax purposes.

            "Investment Company Event" means that the Administrative Trustees
shall have received an opinion of a nationally recognized independent counsel
experienced in practice under the Investment Company Act (an "Investment Company
Event Opinion") to the effect that, as a result of the occurrence of a change in
law or regulation or a written change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in 1940 Act Law"), there is a more than an insubstantial
risk that the Trust is or will be considered an Investment Company which is
required to be registered under the Investment Company Act, which Change in 1940
Act Law becomes effective on or after the date of the relevant supplement to the
Prospectus.

                 (c) The Trust may not redeem fewer than all the outstanding
Securities unless all accumulated and unpaid Distributions have been paid on all
Securities for all Distribution periods that expire on or before the date of
redemption.



                                       70
<PAGE>   76
                  (d) The procedure with respect to redemptions or distributions
of Debentures shall be as follows:

                  (i)      Notice of any redemption of, or notice of
                           distribution of Debentures in exchange for, the
                           Securities (a "Redemption/Distribution Notice") will
                           be given by the Trust by mail to each Holder of
                           Securities to be redeemed or exchanged not fewer than
                           30 nor more than 60 days before the date fixed for
                           redemption or exchange thereof which, in the case of
                           a redemption, will be the date fixed for repayment
                           or redemption of the Debentures. For purposes of the
                           calculation of the date of redemption or exchange and
                           the dates on which notices are given pursuant to this
                           Section 7(d)(i), a Redemption/Distribution Notice
                           shall be deemed to be given on the day such notice is
                           first mailed by first-class mail, postage prepaid, to
                           Holders of Securities. Each Redemption/Distribution
                           Notice shall be addressed to the Holders of
                           Securities at the address of each such Holder
                           appearing in the books and records of the Trust. No
                           defect in the Redemption/Distribution Notice or in
                           the mailing of either thereof with respect to any
                           Holder shall affect the validity of the redemption
                           or exchange proceedings with respect to any other
                           Holder.

                  (ii)     In the event that fewer than all the outstanding
                           Securities are to be redeemed, the Securities to be
                           redeemed shall be redeemed Pro Rata from each Holder
                           of Securities, it being understood that, in respect
                           of Preferred Securities registered in the name of and
                           held of record by a Clearing Agency or its nominee,
                           the distribution of the proceeds of such redemption
                           will be made to the Clearing Agency or its nominee
                           and disbursed by such Clearing Agency in accordance
                           with the procedures applied by such agency or
                           nominee.

                  [(iii)   If securities are to be redeemed and the Trust gives
                           a Redemption/Distribution Notice, such notice shall
                           be irrevocable and (A) with respect to Preferred
                           Securities registered in the name of or held of
                           record by a Clearing Agency or its nominee, by 12:00
                           noon, New York City time, on the redemption date,
                           provided that the Debenture Issuer has paid the
                           Property Trustee a sufficient amount of cash in
                           connection with the



                                       71
<PAGE>   77
                           related maturity or redemption of the Debentures by
                           10:00 a.m., New York City time, on the Maturity Date
                           or the date of redemption, as the case may be, the
                           Property Trustee or the Paying Agent will pay to the
                           Clearing Agency or its nominee funds sufficient to
                           pay the applicable Redemption Price with respect to
                           such Preferred Securities, and (B) with respect to
                           Preferred Securities issued in certificated form and
                           Common Securities, provided that the Debenture Issuer
                           has paid the Property Trustee a sufficient amount of
                           cash in connection with the related maturity or
                           redemption of the Debentures, the Property Trustee or
                           the Paying Agent will pay the relevant Redemption
                           Price to the Holders of such Securities against
                           presentation to the Registrar of the certificates
                           therefor. If a Redemption/Distribution Notice shall
                           have been given and funds deposited with the Property
                           Trustee to pay the Redemption Price (including all
                           unpaid Distributions) with respect to the Securities
                           called for redemption, then immediately prior to the
                           close of business on the redemption date,
                           Distributions will cease to accumulate on the
                           Securities so called for redemption and all rights of
                           Holders of such Securities so called for redemption
                           will cease, except the right of the Holders of such
                           Securities to receive the Redemption Price, but
                           without interest on such Redemption Price, and such
                           Securities shall cease to be outstanding.]

                  (iv)     Payment of accumulated and unpaid Distributions on
                           the redemption date of any Securities will be subject
                           to the rights of Holders of such Securities on the
                           close of business on a regular record date in respect
                           of a Distribution Date occurring on or prior to such
                           Redemption Date.

                  (v)      Neither the Administrative Trustees nor the Trust
                           shall be required to register or cause to be
                           registered the transfer of (A) any Securities
                           beginning on the opening of business 15 days before
                           the day of mailing of a Redemption/Distribution
                           Notice or (B) any Securities selected for redemption
                           (except the unredeemed portion of any Security being
                           redeemed). If any date fixed for redemption of
                           Securities is not a Business Day, then payment of the
                           Redemption Price payable on such date will be made on
                           the next succeeding day that is a Business



                                       72
<PAGE>   78
                           Day (and without any interest or other payment in
                           respect of any such delay) [except that, if such
                           Business Day is in the next succeeding calendar year,
                           such payment shall be made on the immediately
                           preceding Business Day, in each case] with the same
                           force and effect as if made on such date fixed for
                           redemption. If payment of the Redemption Price in
                           respect of any Securities is improperly withheld or
                           refused and not paid either by the Property Trustee
                           or the Paying Agent or by the Sponsor as guarantor
                           pursuant to the Preferred Securities Guarantee, on
                           the date fixed for redemption, (A) Distributions on
                           such Securities will continue to accumulate from such
                           redemption date to the actual date of payment, and
                           (B) the actual payment date will be considered the
                           date fixed for redemption for purposes of calculating
                           the Redemption Price.

                  (vi)     Subject to the foregoing and applicable law
                           (including, with out limitation, United States
                           federal securities laws), the Sponsor or any of its
                           Affiliates may at any time and from time to time
                           purchase outstanding Preferred Securities by tender,
                           in the open market or by private agreement.

(8)      Pro Rata.

         A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean pro rata to each Holder
of Securities according to the aggregate liquidation amount of the Securities
held by the relevant Holder in relation to the aggregate liquidation amount of
all Securities outstanding unless, in relation to a payment, an Event of Default
under the Declaration has occurred and is continuing, in which case any funds
available to make such payment shall be paid first to each Holder of the
Preferred Securities pro rata according to the aggregate liquidation amount of
Preferred Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Preferred Securities outstanding, and only after
satisfaction of all amounts owed to the Holders of the Preferred Securities, to
each Holder of Common Securities pro rata according to the aggregate liquidation
amount of Common Securities held by the relevant Holder relative to the
aggregate liquidation amount of all Common Securities outstanding.

(9)      Ranking.




                                       73
<PAGE>   79
         The Preferred Securities rank pari passu and payment thereon shall be
made Pro Rata with the Common Securities except that, where an Event of Default
occurs and is continuing under the Indenture in respect of the Debentures held
by the Property Trustee, the rights of Holders of the Common Securities to
payment in respect of Distributions and payments upon liquidation, redemption
and otherwise are subordinated to the rights to payment of the Holders of the
Preferred Securities.

(10)     Acceptance of Securities Guarantee and Indenture.

         Each Holder of Preferred Securities and Common Securities by the
acceptance thereof, agrees to the provisions of the Preferred Securities
Guarantee and the Common Securities Guarantee, respectively.

(11)     No Preemptive Rights.

         The Holders of the Securities shall have no preemptive or similar
rights to subscribe for any additional Securities.

(12)     Miscellaneous.

         These terms constitute a part of the Declaration.

         The Sponsor will provide a copy of the Declaration, the Preferred
Securities Guarantee or the Common Securities Guarantee (as may be appropriate),
and the Indenture to a Holder without charge on written request to the Sponsor
at its principal place of business.

         Capitalized terms used but not otherwise defined in this Annex I shall
have the meanings assigned thereto in the Declaration.



                                       74
<PAGE>   80
                                                                     EXHIBIT A-1

                     FORM OF PREFERRED SECURITY CERTIFICATE


         [IF THE PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE INSERT - This
Preferred Security is a Global Certificate within the meaning of the Declaration
hereinafter referred to and is registered in the name of The Depository Trust
Company (the "Depositary") or a nominee of the Depositary. This Preferred
Security is exchangeable for Preferred Securities registered in the name of a
person other than the Depositary or its nominee only in the limited
circumstances described in the Declaration and no transfer of this Preferred
Security (other than a transfer of this Preferred Security as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary) may be registered except in
limited circumstances.

         Unless this Preferred Security is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the Trust or its agent for registration of transfer, exchange or
payment, and any Preferred Security issued is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of The
Depository Trust Company and any payment hereon is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.]

Certificate Number _______         Number of Preferred Securities_____________


                                                         CUSIP NO.____________

                                      A1-1
<PAGE>   81
     Certificate Evidencing Preferred Securities of MetLife Capital Trust II
                           ___% Preferred Securities

                (liquidation amount $___ per Preferred Security)


         MetLife Capital Trust II, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that______________
(the "Holder") is the registered owner of_______________________ Preferred
Securities of the Trust representing preferred undivided beneficial interests in
the assets of the Trust designated as the ___% Preferred Securities (liquidation
amount $____ per preferred security) (the "Preferred Securities"). The Preferred
Securities are transfer able on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Preferred
Securities represented hereby are issued and shall in all respects be subject to
the provisions of the Amended and Restated Declaration of Trust of the Trust
dated as of ________, 2001, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Preferred
Securities as set forth in Annex I to the Declaration. Capitalized terms used
herein but not defined shall have the meaning given them in the Declaration. The
Holder is entitled to the benefits of the Preferred Securities Guarantee to the
extent provided therein. The Sponsor will provide a copy of the Declaration, the
Preferred Securities Guarantee and the Indenture to a Holder without charge upon
written request to the Trust at its principal place of business.

         Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

         By acceptance of this certificate or a beneficial interest in this
certificate, the Holder and the Preferred Security Beneficial Owner agree to
treat, for United States federal income tax purposes, the Debentures as
indebtedness and the Preferred Securities as evidence of indirect beneficial
ownership in the Debentures.

                                      A1-2
<PAGE>   82
         IN WITNESS WHEREOF, the Trust has executed this certificate this ___
day of _____________, 200_.



                                            METLIFE CAPITAL TRUST II


                                            By:_________________________
                                                  Name:
                                                  Title:  Administrative Trustee


                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Preferred Securities Certificates referred to in the
within-mentioned Declaration.


                                            ______________________________
                                                     Property Trustee

                                            By:_________________________
                                                  Name:
                                                  Title:


                                      A1-3
<PAGE>   83
                          [FORM OF REVERSE OF SECURITY]


         Distributions payable on each Preferred Security will be fixed at a
rate per annum of ___% (the "Coupon Rate") of the stated liquidation amount of
$___ per Preferred Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for more
than one quarter will bear interest thereon compounded quarterly at the Coupon
Rate (to the extent permitted by applicable law). The term "Distributions" as
used herein includes such cash distributions, any such interest payable [and any
additional Distributions accrued during a Deferral Period (as defined below)]
unless otherwise stated. A Distribution is payable only to the extent that
payments are made in respect of the Debentures held by the Property Trustee and
to the extent the Property Trustee has received funds therefor. The amount of
Distributions payable for any period will be computed for any full quarterly
Distribution period on the basis of a 360-day year consisting of twelve 30-day
months, and for any period shorter than a full quarterly Distribution period for
which Distributions are computed, Distributions will be computed on the basis of
the actual number of days elapsed in such 90-day quarter based on 30-day months.
[The Sponsor has the right under the Indenture to defer payments of interest by
extending the interest payment period from time to time on the Debentures for a
period not exceeding five years (each a "Deferral Period") and, as a consequence
of such deferral, Distributions will also be deferred. Despite such deferral,
quarterly Distributions will continue to accrue with additional Distributions
thereon (to the extent permitted by applicable law) at the Coupon Rate,
compounded quarterly during any such Deferral Period. Prior to the termination
of any such Deferral Period, the Sponsor may further extend such Deferral
Period; provided that such Deferral Period together with all such previous and
further deferrals thereof may not exceed five years or extend beyond the
maturity of the Debentures under the Indenture. Payments of deferred and
additional Distributions will be payable on an Interest Payment Date (as defined
in the Indenture) elected by the Sponsor to Holders as they appear on the books
and records of the Trust on the record date fixed for such Interest Payment
Date. Upon the termination of any Deferral Period and the payment of all amounts
then due, the Sponsor may commence a new Deferral Period, subject to the above
requirements.]

         Except as otherwise described in the Declaration, Distributions on the
Preferred Securities will be cumulative, will accrue from the date of original
issuance and will be payable quarterly in arrears, on _____ , _____ and _____ of
each year, commencing on ________ , to holders of record, if in book- entry only
form, one Business Day prior to such payment date, which payment dates


                                      A1-4
<PAGE>   84
shall correspond to the interest payment dates on the Debentures. In the event
that the Preferred Securities are not in book-entry form, the Administrative
Trustees will have the right to select relevant record dates, which will be more
than one Business Day but less than 60 Business Days prior to the relevant
payment dates.

         The Preferred Securities shall be redeemable as provided in the
Declaration.


                                      A1-5
<PAGE>   85
                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned assigns and transfers this
Preferred Security Certificate to:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
        (Insert assignee's social security or tax identification number)


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

                    (Insert address and zip code of assignee)

and irrevocably appoints

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

agent to transfer this Preferred Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.

        Dated:                             Signature:___________________________

                                            Signature Guarantee:________________

(Sign exactly as your name appears on the other side of this Preferred Security
Certificate)


                                      A1-6
<PAGE>   86
                                                                     EXHIBIT A-2


                       FORM OF COMMON SECURITY CERTIFICATE


         THE COMMON SECURITIES MAY ONLY BE TRANSFERRED BY THE DEBENTURE ISSUER
AND ANY RELATED PARTY TO THE DEBENTURE ISSUER OR A RELATED PARTY OF THE
DEBENTURE ISSUER, PROVIDED THAT, ANY SUCH TRANSFER IS SUBJECT TO THE CONDITION
PRECEDENT THAT THE TRANSFEROR OBTAIN THE WRITTEN OPINION OF NATIONALLY
RECOGNIZED INDEPENDENT COUNSEL EXPERIENCED IN SUCH MATTERS THAT SUCH TRANSFER
WOULD NOT CAUSE MORE THAN AN INSUBSTANTIAL RISK THAT:

                  (a)      THE TRUST WOULD NOT BE CLASSIFIED FOR UNITED
         STATES FEDERAL INCOME TAX PURPOSES AS A GRANTOR TRUST;
         AND

                  (b)      THE TRUST WOULD BE AN INVESTMENT COMPANY OR
         THE TRANSFEREE WOULD BECOME AN INVESTMENT COMPANY.


Certificate Number _____________ Number of Common Securities____________


                                                             CUSIP NO._________




                                      A2-1
<PAGE>   87
      Certificate Evidencing Common Securities of MetLife Capital Trust II

                          _____ % Common Securities

                   (liquidation amount $____ per Common Security)

         MetLife Capital Trust II, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that MetLife, Inc.
(the "Holder") is the registered owner of common securities of the Trust
representing common undivided beneficial interests in the assets of the Trust
designated as the ___% Common Securities (liquidation amount $____ per common
security) (the "Common Securities"). The Common Securities are transferable on
the books and records of the Trust, in person or by a duly authorized attorney,
upon surrender of this certificate duly endorsed and in proper form for
transfer. The designation, rights, privileges, restrictions, preferences and
other terms and provisions of the Common Securities represented hereby are
issued and shall in all respects be subject to the provisions of the Amended and
Restated Declaration of Trust of the Trust dated as of _________, 2001 as the
same may be amended from time to time (the "Declaration"), including the
designation of the terms of the Common Securities as set forth in Annex I to the
Declaration. Capitalized terms used herein but not defined shall have the
meaning given them in the Declaration. The Holder is entitled to the benefits of
the Common Securities Guarantee to the extent provided therein. The Sponsor will
provide a copy of the Declaration, the Common Securities Guarantee and the
Indenture to a Holder without charge upon written request to the Sponsor at its
principal place of business.

         Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

         By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the Debentures as indebtedness and the Common Securities as
evidence of indirect beneficial ownership in the Debentures.


                                      A2-2
<PAGE>   88
         IN WITNESS WHEREOF, the Trust has executed this certificate this ___
day of _______________, _____.

                                        METLIFE CAPITAL TRUST II


                                        By:_________________________________
                                              Name:
                                              Title:  Administrative Trustee

                                      A2-3
<PAGE>   89
                          [FORM OF REVERSE OF SECURITY]

         Distributions payable on each Common Security will be fixed at a rate
per annum of ___% (the "Coupon Rate") of the stated liquidation amount of $___
per Common Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for more
than one quarter will bear interest thereon compounded quarterly at the Coupon
Rate (to the extent permitted by applicable law). The term "Distributions" as
used herein includes such cash distributions and any such interest payable [and
any additional Distributions accrued during a Deferral Period (as defined
below)] unless otherwise stated. A Distribution is payable only to the extent
that payments are made in respect of the Debentures held by the Property Trustee
and, to the extent the Property Trustee has funds available therefor. The amount
of Distributions payable for any period will be computed for any full quarterly
Distribution period on the basis of a 360-day year of twelve 30-day months, and
for any period shorter than a full quarterly Distribution period for which
Distributions are computed, Distributions will be computed on the basis of the
actual number of days elapsed per 30-day month. [The Sponsor has the right under
the Indenture to defer payments of interest by extending the interest payment
period from time to time on the Debentures for a period not exceeding five years
(each a "Deferral Period") and, as a consequence of such deferral, Distributions
will also be deferred. Despite such deferral, quarterly Distributions will
continue to accrue with additional Distributions thereon (to the extent
permitted by applicable law) at the Coupon Rate through and including     ,
compounded quarterly during any such Deferral Period. Prior to the termination
of any such Deferral Period, the Sponsor may further extend such Deferral
Period; provided that such Deferral Period together with all such previous and
further deferrals thereof may not exceed five years or extend beyond the
maturity of the Debentures under the Indenture. Payments of deferred and
additional Distributions will be payable on an Interest Payment Date (as defined
in the Indenture) elected by the Sponsor to Holders as they appear on the books
and records of the Trust on the record date fixed for such Interest Payment
Date. Upon the termination of any Deferral Period and the payment of all amounts
then due, the Sponsor may commence a new Deferral Period, subject to the above
requirements.]

         Except as otherwise described in the Declaration, distributions on the
Common Securities will be cumulative, will accrue from the date of original
issuance and will be payable quarterly in arrears, on _______, _____ and ______,
commencing on _____, to Holders of record one Business Day prior to such payment
dates, which payment dates shall correspond to the interest payment dates on the
Debentures.

         The Common Securities shall be redeemable as provided in the
Declaration.

                                      A2-4
<PAGE>   90
                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned assigns and transfers this Common
Security Certificate to:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
        (Insert assignee's social security or tax identification number)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                                (Insert address and zip code of assignee)

and irrevocably appoints

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

agent to transfer this Common Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.

Dated:                              Signature:______________________________

                                    Signature Guarantee:_____________________

(Sign exactly as your name appears on the other side of this Common Security
Certificate)


                                      A2-5
<PAGE>   91
                                    EXHIBIT B

                              SPECIMEN OF DEBENTURE


                                       B-1