<PAGE>   1

                                                                     EXHIBIT 4.2




                                 METLIFE, INC.,

                                     Issuer

                                       And


                          BANK ONE TRUST COMPANY, N.A.,
                                     Trustee

                       -----------------------------------

                                    INDENTURE

                            Dated as of [   ], 2001

                       -----------------------------------

                          Subordinated Debt Securities
<PAGE>   2
                            CROSS-REFERENCE TABLE(1)

<TABLE>
<CAPTION>
           Section of
     Trust Indenture Act of                                                  Section of
         1939,as amended                                                     Indenture
---------------------------------                                            ------------
<S>                                                                          <C>
310(a)         ....................................................          Inapplicable
310(b)         ....................................................          7.08
310(c)         ....................................................          Inapplicable
311(a)         ....................................................          7.13
311(b)         ....................................................          7.13
311(c)         ....................................................          Inapplicable
312(b)         ....................................................          5.02(c)
312(c)         ....................................................          Inapplicable
313(a)         ....................................................          5.04(a)
313(b)         ....................................................          5.04(b)
313(c)         ....................................................          5.04(b)
313(d)         ....................................................          Inapplicable
314(a)         ....................................................          Inapplicable
314(b)         ....................................................          Inapplicable
314(c)         ....................................................          Inapplicable
314(d)         ....................................................          Inapplicable
314(e)         ....................................................          Inapplicable
314(f)         ....................................................          Inapplicable
315(a)         ....................................................          Inapplicable
315(b)         ....................................................          Inapplicable
315(c)         ....................................................          Inapplicable
315(d)         ....................................................          Inapplicable
315(e)         ....................................................          Inapplicable
316(a)         ....................................................          Inapplicable
316(b)         ....................................................          Inapplicable
316(c)         ....................................................          Inapplicable
317(a)         ....................................................          Inapplicable
317(b)         ....................................................          Inapplicable
318(a)         ....................................................          Inapplicable
--------------
</TABLE>

1        This Cross-Reference Table does not constitute part of the Indenture
         and shall not have any bearing on the interpretation of any of its
         terms or provisions.


                                        i
<PAGE>   3
                              TABLE OF CONTENTS(1)
                              --------------------

<TABLE>
<CAPTION>
                                                                                                       Page
                                                                                                       ----
                                    ARTICLE I
                                   DEFINITIONS
<S>                                                                                                    <C>
SECTION 1.01  Definitions of Terms.................................................................      1
         Affiliate.................................................................................      1
         Authenticating Agent......................................................................      2
         Bankruptcy Law............................................................................      2
         Board of Directors........................................................................      2
         Board Resolution..........................................................................      2
         Business Day..............................................................................      2
         Certificate...............................................................................      2
         Company...................................................................................      2
         Commission................................................................................      2
         Common Securities.........................................................................      2
         Common Securities Guarantee...............................................................      3
         Corporate Trust Office....................................................................      3
         Custodian.................................................................................      3
         Declaration...............................................................................      3
         Default...................................................................................      3
         Deferral Period...........................................................................      3
         Depositary................................................................................      3
         Event of Default..........................................................................      3
         Global Security...........................................................................      3
         Governmental Obligations..................................................................      3
         herein, hereof and hereunder..............................................................      4
         Indebtedness..............................................................................      4
         Indenture.................................................................................      4
         Interest Payment Date.....................................................................      4
         Investment Company Act....................................................................      5
         MetLife Trust.............................................................................      5
         MLIC......................................................................................      5
         Officers' Certificate.....................................................................      5
         Opinion of Counsel........................................................................      5
         Original Issue Discount Security..........................................................      5
         Outstanding...............................................................................      5
         Paying Agent..............................................................................      6
         Person....................................................................................      6
         Place of Payment..........................................................................      6
         Predecessor Security......................................................................      6
         Preferred Securities......................................................................      6
         Preferred Securities Guarantee............................................................      7
</TABLE>


                                        i
<PAGE>   4
<TABLE>
<S>                                                                                                     <C>
         Property Trustee..........................................................................      7
         Redemption Date...........................................................................      7
         Redemption Price..........................................................................      7
         Responsible Officer.......................................................................      7
         Securities................................................................................      7
         Securities Act............................................................................      7
         Securityholder, holder of Securities and registered holder................................      7
         Senior Indebtedness.......................................................................      7
         Stated Maturity...........................................................................      8
         Subsidiary................................................................................      8
         Trustee...................................................................................      8
         Trust Indenture Act.......................................................................      8
         Trust Securities..........................................................................      9
         Voting Stock..............................................................................      9
         Yield to Maturity.........................................................................      9

                                   ARTICLE II
                         DESCRIPTION, TERMS, EXECUTION,
                     REGISTRATION AND EXCHANGE OF SECURITIES

         SECTION 2.01  Designation and Terms of Securities.........................................      9
         SECTION 2.02  Form of Securities and Trustee's Certificate................................     12
         SECTION 2.03  Denominations;  Provisions for Payment......................................     13
         SECTION 2.04  Execution and Authentications...............................................     15
         SECTION 2.05  Registration of Transfer and Exchange.......................................     16
         SECTION 2.06  Temporary Securities........................................................     17
         SECTION 2.07  Mutilated, Destroyed, Lost or Stolen Securities.............................     17
         SECTION 2.08  Cancellation................................................................     18
         SECTION 2.09  Benefits of Indenture.......................................................     18
         SECTION 2.10  Authenticating Agent........................................................     19
         SECTION 2.11  Global Securities...........................................................     19

                                   ARTICLE III
              REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

         SECTION 3.01  Redemption..................................................................     20
         SECTION 3.02  Notice of Redemption........................................................     21
         SECTION 3.03  Payment Upon Redemption.....................................................     22
         SECTION 3.04  Sinking Fund................................................................     22
         SECTION 3.05  Satisfaction of Sinking Fund Payments with Securities.......................     23
         SECTION 3.06  Redemption of Securities for Sinking Fund...................................     23
</TABLE>


                                       ii
<PAGE>   5
<TABLE>
<S>                                                                                                     <C>
                                   ARTICLE IV
                                CERTAIN COVENANTS

         SECTION 4.01  Payment of Principal, Premium and Interest..................................     23
         SECTION 4.02  Maintenance of Office or Agency.............................................     24
         SECTION 4.03  Paying Agents...............................................................     25
         SECTION 4.04  Statement by Officers as to Default.........................................     27
         SECTION 4.05  Existence...................................................................     27
         SECTION 4.06  Payment of Taxes............................................................     27
         SECTION 4.07  Covenants as to MetLife Trusts..............................................     27
         SECTION 4.08  Waiver of Certain Covenants.................................................     28
         SECTION 4.09  Appointment to Fill Vacancy in Office of Trustee............................     28
         SECTION 4.10  Compliance with Consolidation Provisions....................................     28

                                    ARTICLE V
                       SECURITYHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

         SECTION 5.01  Company to Furnish Trustee Names and Addresses of
                       Securityholders.............................................................     28
         SECTION 5.02  Preservation Of Information; Communications With
                       Securityholders.............................................................     29
         SECTION 5.03  Reports by the Company......................................................     29
         SECTION 5.04  Reports by the Trustee......................................................     30

                                   ARTICLE VI
                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

         SECTION 6.01  Events of Default...........................................................     30
         SECTION 6.02  Collection of Indebtedness and Suits for Enforcement by
                       Trustee.....................................................................     34
         SECTION 6.03  Application of Moneys Collected.............................................     35
         SECTION 6.04  Limitation on Suits.........................................................     36
         SECTION 6.05  Rights and Remedies Cumulative; Delay or Omission Not
                       Waiver......................................................................     36
         SECTION 6.06  Control by Securityholders..................................................     37
         SECTION 6.07  Undertaking to Pay Costs....................................................     37
         SECTION 6.08  Waiver of Past Defaults.....................................................     38
</TABLE>


                                       iii
<PAGE>   6
<TABLE>
<S>                                                                                                     <C>
                                   ARTICLE VII
                             CONCERNING THE TRUSTEE

         SECTION 7.01  Certain Duties and Responsibilities of Trustee..............................     38
         SECTION 7.02  Certain Rights of Trustee...................................................     40
         SECTION 7.03  Trustee Not Responsible for Recitals or Issuance or
                       Securities..................................................................     41
         SECTION 7.04  May Hold Securities.........................................................     41
         SECTION 7.05  Moneys Held in Trust........................................................     42
         SECTION 7.06  Compensation and Reimbursement..............................................     42
         SECTION 7.07  Reliance on Officers' Certificate...........................................     42
         SECTION 7.08  Disqualification; Conflicting Interests.....................................     43
         SECTION 7.09  Corporate Trustee Required; Eligibility.....................................     43
         SECTION 7.10  Resignation and Removal; Appointment of Successor...........................     43
         SECTION 7.11  Acceptance of Appointment By Successor......................................     45
         SECTION 7.12  Merger, Conversion, Consolidation or Succession to
                       Business....................................................................     46
         SECTION 7.13  Preferential Collection of Claims Against the Company.......................     46

                                  ARTICLE VIII
                         CONCERNING THE SECURITYHOLDERS

         SECTION 8.01  Evidence of Action by Securityholders.......................................     47
         SECTION 8.02  Proof of Execution by Securityholders.......................................     47
         SECTION 8.03  Who May be Deemed Owners....................................................     48
         SECTION 8.04  Certain Securities Owned by Company Disregarded.............................     48
         SECTION 8.05  Actions Binding on Future Securityholders...................................     48

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

         SECTION 9.01  Supplemental Indentures Without the Consent of
                       Securityholders.............................................................     49
         SECTION 9.02  Supplemental Indentures With Consent of Securityholders.....................     51
         SECTION 9.03  Effect of Supplemental Indentures...........................................     52
         SECTION 9.04  Securities Affected by Supplemental Indentures..............................     52
         SECTION 9.05  Execution of Supplemental Indentures........................................     52
</TABLE>


                                       iv
<PAGE>   7
<TABLE>
<S>                                                                                                     <C>
                                    ARTICLE X
                       CONSOLIDATION, MERGER, CONVEYANCE,
                                TRANSFER OR LEASE

         SECTION 10.1   When the Company May Consolidate, Merge, Etc...............................     53

                                   ARTICLE XI
                           SATISFACTION AND DISCHARGE

         SECTION 11.01  Satisfaction and Discharge of Indenture....................................     54
         SECTION 11.02  Discharge of Obligations...................................................     54
         SECTION 11.03  Deposited Moneys to be Held in Trust.......................................     55
         SECTION 11.04  Payment of Moneys Held by Paying Agents....................................     55
         SECTION 11.05  Repayment to Company.......................................................     55

                                   ARTICLE XII
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

         SECTION 12.01  No Recourse................................................................     56

                                  ARTICLE XIII
                       DEFEASANCE AND COVENANT DEFEASANCE

         SECTION 13.01  Company's Option to Effect Defeasance or Covenant
                        Defeasance ................................................................     56
         SECTION 13.02  Defeasance and Discharge...................................................     57
         SECTION 13.03  Covenant Defeasance........................................................     57
         SECTION 13.04  Conditions to Defeasance or Covenant Defeasance ...........................     58
         SECTION 13.05  Deposited Money and Government Obligations to Be
                        Held in Trust; Miscellaneous Provisions....................................     59
         SECTION 13.06  Reinstatement..............................................................     60

                                   ARTICLE XIV
                            MISCELLANEOUS PROVISIONS

         SECTION 14.01  Effect on Successors and Assigns...........................................     60
         SECTION 14.02  Actions by Successor.......................................................     60
         SECTION 14.03  Surrender of Company Powers................................................     61
         SECTION 14.04  Notices....................................................................     61
         SECTION 14.05  Governing Law..............................................................     61
         SECTION 14.06  Treatment of Securities as Debt............................................     61
         SECTION 14.07  Compliance Certificates and Opinions.......................................     61
</TABLE>


                                        v
<PAGE>   8
<TABLE>
<S>                                                                                                     <C>
         SECTION 14.08  Payments on Business Days..................................................     62
         SECTION 14.09  Conflict with Trust Indenture Act..........................................     62
         SECTION 14.10  Counterparts...............................................................     62
         SECTION 14.11  Separability...............................................................     62
         SECTION 14.12  Assignment.................................................................     63
         SECTION 14.13  Acknowledgment of Rights...................................................     63

                                   ARTICLE XV
                           SUBORDINATION OF SECURITIES

         SECTION 15.01  Agreement to Subordinate...................................................     63
         SECTION 15.02  Default on Senior Indebtedness.............................................     64
         SECTION 15.03  Liquidation; Dissolution; Bankruptcy.......................................     64
         SECTION 15.04  Subrogation................................................................     65
         SECTION 15.05  Trustee to Effectuate Subordination........................................     66
         SECTION 15.06  Notice by the Company......................................................     67
         SECTION 15.07  Rights of the Trustee; Holders of Senior Indebtedness .....................     67
         SECTION 15.08  Subordination May Not Be Impaired..........................................     68
</TABLE>

----------------

1        This Table of Contents does not constitute part of the Indenture and
         shall not have any bearing upon the interpretation of any of its terms
         or provisions.


                                       vi
<PAGE>   9
         INDENTURE, dated as of [    ], 2001, between MetLife, Inc., a Delaware
corporation (the "Company"), and Bank One Trust Company, N.A., a national
banking association, as trustee (the "Trustee"):

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of unsecured subordinated debt securities, debentures, notes, bonds, or
other evidences of indebtedness (hereinafter referred to as the "Securities"),
in an unlimited aggregate principal amount to be issued from time to time in one
or more series, as provided in this Indenture, including, without limitation,
Securities to be issued and sold from time to time to one or more MetLife Trusts
(as defined herein);

         WHEREAS, to provide the terms and conditions upon which the Securities
are to be authenticated, issued and delivered, the Company has duly authorized
the execution of this Indenture; and

         WHEREAS, all things necessary to make this Indenture a valid agreement
of the Company, in accordance with its terms, have been done.

         NOW, THEREFORE, in consideration of the premises and the purchase of
the Securities by the holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the holders of Securities:


                                    ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01 Definitions of Terms.

                  The terms defined in this Section (except as in this Indenture
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section and shall include the plural
as well as the singular. All other terms used in this Indenture that are defined
in the Trust Indenture Act of 1939, as amended, or that are by reference in such
Act defined in the Securities Act of 1933, as amended (except as herein
otherwise expressly provided or unless the context otherwise requires), shall
have the meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of the execution of this instrument.

                  "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,
<PAGE>   10
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.

                  "Authenticating Agent" means an authenticating agent with
respect to all or any of the series of Securities appointed with respect to all
or any series of the Securities by the Trustee pursuant to Section 2.10.

                  "Bankruptcy Law" means Title 11, U.S. Code, or any similar
federal or state bankruptcy, insolvency, reorganization or other law for the
relief of debtors.

                  "Board of Directors" means the Board of Directors of the
Company or any duly authorized committee of such Board.

                  "Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such
certification.

                  "Business Day" means, with respect to any series of
Securities, any day other than a day on which federal or state banking
institutions in the Borough of Manhattan, The City of New York, are authorized
or obligated by law, executive order or regulation to close.

                  "Certificate" means a certificate signed by the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company. The Certificate need not comply with the provisions of
Section 14.07.

                  "Company" means MetLife, Inc., a corporation duly organized
and existing under the laws of the State of Delaware, and, subject to the
provisions of Article Ten, shall also include its successors and assigns.

                  "Commission" means the Securities and Exchange Commission,
from time to time constituted, created under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or, if at any time after the execution of
this instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.

                  "Common Securities" means undivided beneficial interests in
the assets of a MetLife Trust which rank pari passu with Preferred Securities
issued by such MetLife Trust; provided, however, that upon the occurrence of an
Event of Default, the rights of holders of Common Securities to payment in
respect of distributions and payments upon liquidation, redemption and otherwise
are subordinated to the rights of holders of Preferred Securities.


                                        2
<PAGE>   11
                  "Common Securities Guarantee" means any guarantee agreement
executed by the Company with respect to the Common Securities issued by a
MetLife Trust pursuant to which the Company agrees to pay the guarantee payments
under any such guarantee agreement to the holders of such Common Securities.

                  "Corporate Trust Office" means the office of the Trustee at
which, at any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at Bank One Trust
Company, N.A., 1 Bank One Plaza, Chicago, Illinois 60670.

                  "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator, custodian or similar official under any Bankruptcy Law.

                  "Declaration," with respect to a MetLife Trust, means the
Amended and Restated Declaration of Trust of such MetLife Trust.

                  "Default" means any event, act or condition that with notice
or lapse of time, or both, would constitute an Event of Default.

                  "Deferral Period," with respect to any series of Securities,
means any period during which the Company elects to extend the interest payment
period on such series of Securities pursuant to Section 4.01(b); provided that a
Deferral Period (or any extension thereof) may not extend beyond the Stated
Maturity or the Redemption Date of any Security of such series and must end on
an Interest Payment Date or, if the Securities are redeemed, on an Interest
Payment Date or the Redemption Date for such Securities.

                  "Depositary" means, with respect to Securities of any series,
for which the Company shall determine that such Securities will be issued as a
Global Security, The Depository Trust Company, New York, New York, another
clearing agency, or any successor registered as a clearing agency under the
Exchange Act, or other applicable statute or regulation, which, in each case,
shall be designated by the Company pursuant to either Section 2.01 or Section
2.11.

                  "Event of Default" means, with respect to Securities of a
particular series any event specified in Section 6.01, continued for the period
of time, if any, therein designated.

                  "Global Security" means, with respect to any series of
Securities, a Security executed by the Company and delivered by the Trustee to
the Depositary or pursuant to the Depositary's instruction, all in accordance
with the Indenture, which shall be registered in the name of the Depositary or
its nominee.

                  "Governmental Obligations" means securities that are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality


                                        3
<PAGE>   12
of the United States of America, the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of America
that, in either case, are not callable or redeemable at the option of the issuer
thereof, and shall also include a depositary receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as
custodian with respect to any such Governmental Obligation or a specific payment
of principal of or interest on any such Governmental Obligation held by such
custodian for the account of the holder of such depositary receipt; provided,
however, that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the Governmental
Obligation or the specific payment of principal of or interest on the
Governmental Obligation evidenced by such depositary receipt.

                  "herein," "hereof" and "hereunder," and other words of similar
import, refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision.

                  "Indebtedness" of any person means the principal of and
premium, if any, and interest due on indebtedness of such Person, whether
outstanding on the date of this Indenture or thereafter created, incurred or
assumed, which is (a) indebtedness for money borrowed, and (b) any amendments,
renewals, extensions, modifications and refundings of any such indebtedness. For
the purposes of this definition, "indebtedness for money borrowed" means (i) any
obligation of, or any obligation guaranteed by, such Person for the repayment of
borrowed money, whether or not evidenced by bonds, debentures, notes or other
written instruments, (ii) any obligation of, or any such obligation guaranteed
by, such Person evidenced by bonds, debentures, notes or similar written
instruments, including obligations assumed or incurred in connection with the
acquisition of property, assets or businesses (provided, however, that the
deferred purchase price of any other business or property or assets shall not be
considered Indebtedness if the purchase price thereof is payable in full within
90 days from the date on which such indebtedness was created), and (iii) any
obligations of such Person as lessee under leases required to be capitalized on
the balance sheet of the lessee under generally accepted accounting principles
and leases of property or assets made as part of any sale and lease-back
transaction to which such Person is a party.

                  "Indenture" means this instrument as originally executed and
as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 2.01.

                  "Interest Payment Date," when used with respect to any
Security, means the Stated Maturity of an installment of interest on a Security
of a particular series.


                                        4
<PAGE>   13
                  "Investment Company Act" means the Investment Company Act of
1940 and any statute successor thereto, in each case as amended from time to
time.

                  "MetLife Trust" means each of MetLife Capital Trust II and
MetLife Capital Trust III (together, the "Trusts"), each a statutory business
trust formed under the laws of the State of Delaware, or any other similar trust
created for the purpose of issuing preferred securities in connection with the
issuance of Securities under this Indenture.

                  "MLIC" means Metropolitan Life Insurance Company, an insurance
company duly organized and existing under the insurance laws of the State of New
York or any Person successor thereto.

                  "Officers' Certificate" means a certificate signed by the
Chief Financial Officer, President or a Vice President and by the Treasurer or
an Assistant Treasurer or the Controller or an Assistant Controller or the
Secretary or an Assistant Secretary of the Company that is delivered to the
Trustee in accordance with the terms hereof. Each such certificate shall include
the statements provided for in Section 14.07, if and to the extent required by
the provisions thereof.

                  "Opinion of Counsel" means an opinion in writing of legal
counsel, who may be an employee of or counsel for the Company that is delivered
to the Trustee in accordance with the terms hereof. Each such opinion shall
include the statements provided for in Section 14.07, if and to the extent
required by the provisions thereof.

                  "Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof pursuant to
Section 6.01(b).

                  "Outstanding," when used with reference to Securities of any
series, means, subject to the provisions of Section 8.04, as of any particular
time, all Securities of that series theretofore authenticated and delivered by
the Trustee under this Indenture, except (a) Securities theretofore canceled by
the Trustee or any Paying Agent, or delivered to the Trustee or any Paying Agent
for cancellation or that have previously been canceled; (b) Securities or
portions thereof for the payment or redemption of which moneys or Governmental
Obligations in the necessary amount shall have been deposited in trust with the
Trustee or with any Paying Agent (other than the Company) or shall have been set
aside and segregated in trust by the Company (if the Company shall act as its
own Paying Agent); provided, however, that if such Securities or portions of
such Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article Three provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; (c)
Securities in lieu of or in substitution for which other Securities shall have
been authenticated and delivered pursuant to the terms of Section 2.07; and (d)
Securities as to which Defeasance (as defined in Section 13.02) has been
effected pursuant to Section 13.02, provided, however, that in determining


                                        5
<PAGE>   14
whether the holders of the requisite principal amount of the Outstanding
Securities have given, made or taken any request, demand, authorization,
direction, notice, consent, waiver or other action hereunder as of any date, (A)
the principal amount of an Original Issue Discount Security which shall be
deemed to be Outstanding shall be the amount of the principal thereof which
would be due and payable as of such date upon acceleration of the maturity
thereof to such date pursuant to Section 6.01(b), (B) if, as of such date, the
principal amount payable at the Stated Maturity of a Security is not
determinable, the principal amount of such Security which shall be deemed to be
Outstanding shall be the amount as specified or determined as contemplated by
Section 2.01, (C) the principal amount of a Security denominated in one or more
foreign currencies or currency units which shall be deemed to be Outstanding
shall be the U.S. dollar equivalent, determined as of such date in the manner
provided as contemplated by Section 2.01, of the principal amount of such
Security (or, in the case of a Security described in Clause (A) or (B) above, of
the amount determined as provided in such Clause), and (D) Securities
beneficially owned by the Company or any other obligor upon such Securities or
any Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent, waiver or other action, only Securities which a
Responsible Officer of the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.

                  "Paying Agent" means any Person authorized by the Company to
pay the principal of or any premium or interest on any Securities on behalf of
the Company.

                  "Person" means any individual, corporation, partnership,
joint-venture, joint-stock company, unincorporated organization or government
or any agency or political subdivision thereof.

                   "Place of Payment," when used with respect to the Securities
of any series, means the place or places where the principal of and any premium
and interest on the Securities of that series are payable as specified as
contemplated by Section 2.01.

                  "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 2.07 in lieu of a lost,
destroyed or stolen Security shall be deemed to evidence the same debt as the
lost, destroyed or stolen Security.

                  "Preferred Securities" means undivided beneficial interests in
the assets of a MetLife Trust which rank pari passu with Common Securities
issued by such MetLife Trust; provided, however, that upon the occurrence of an
Event of Default, the rights of holders of


                                        6
<PAGE>   15
Common Securities to payment in respect of distributions and payments upon
liquidation, redemption and otherwise are subordinated to the rights of holders
of Preferred Securities.

                  "Preferred Securities Guarantee" means any guarantee agreement
executed by the Company with respect to the Preferred Securities issued by a
MetLife Trust pursuant to which the Company agrees to pay the guarantee payments
under any such guarantee agreement to the holders of such Preferred Securities.

                  "Property Trustee" has the meaning set forth in the
Declaration of the applicable MetLife Trust.

                  "Redemption Date," when used with respect to any Security to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

                  "Redemption Price," when used with respect to any Security to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

                  "Responsible Officer," when used with respect to the Trustee,
means the Chairman of the Board of Directors, the President, any Vice-President,
the Secretary, the Treasurer, any trust officer, any corporate trust officer or
any other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with the particular subject.

                  "Securities" has the meaning stated in the preamble of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

                   "Securities Act" means the Securities Act of 1933 and any
statute successor thereto, in each case as amended from time to time.

                  "Securityholder," "holder of Securities," "registered holder,"
or other similar term, means the Person or Persons in whose name or names a
particular Security shall be registered on the books of the Company kept for
that purpose in accordance with the terms of this Indenture.

                  "Senior Indebtedness" means with respect to the Company, all
amounts due on obligations in connection with any of the following, whether
Outstanding at the date of execution of this Indenture, or thereafter incurred
or created, (i) the principal of or any premium and interest in respect of (A)
indebtedness of the Company for money borrowed and (B) indebtedness evidenced by
securities, debentures, bonds or other similar instruments issued by the Company
(other than the Securities); (ii) all capital lease obligations of the Company;
(iii) all obligations of the Company issued or assumed as the deferred purchase
price of property, all conditional sale obligations of the Company and all
obligations of the Company under any


                                        7
<PAGE>   16
title retention agreement (but excluding trade accounts payable arising in the
ordinary course of business); (iv) all obligations of the Company for the
reimbursement on any letter of credit, banker's acceptance, security purchase
facility or similar credit transaction; (v) all obligations of the Company in
respect of interest rate swap, cap or other agreements, interest rate future or
options contracts, currency swap arrangements, currency future or option
contracts and other similar agreements; (vi) all obligations of the types
referred to in clauses (i) through (v) above of other persons for the payment of
which the Company is responsible or liable as obligor, guarantor or otherwise;
and (vii) all obligations of the types referred to in clauses (i) through (vi)
above of other persons secured by any lien on any property or asset of the
Company (whether or not such obligation is assumed by the Company); provided,
that, "Senior Indebtedness" shall not include: (1) indebtedness or monetary
obligations to trade creditors created or assumed by the Company in the ordinary
course of business in connection with the obtaining of materials or services;
(2) indebtedness that is by its terms subordinated to or ranks equal with the
Securities; or (3) any indebtedness of the Company to its Affiliates (including
all debt securities and guarantees in respect of those debt securities, issued
to (a) any MetLife Trust or (b) any other trust, partnership or other entity
affiliated with the Company that is a financing vehicle of the Company (a
"financing entity") in connection with the issuance by such financing entity of
preferred securities or other securities guaranteed by the Company) unless
otherwise expressly provided in the terms of any such indebtedness.

                  "Stated Maturity," when used with respect to any Security or
any installment of principal thereof or interest thereon, means the date
specified in such Security as the fixed date on which the principal of such
Security or such installment of principal or interest is due and payable.

                  "Subsidiary" means, with respect to any Person, (i) any
corporation at least a majority of whose outstanding Voting Stock shall at the
time be owned, directly or indirectly, by such Person or by one or more of its
Subsidiaries or by such Person and one or more of its Subsidiaries, (ii) any
general partnership, joint venture or similar entity, at least a majority of
whose outstanding partnership or similar interests shall at the time be owned by
such Person, or by one or more of its Subsidiaries, or by such Person and one or
more of its Subsidiaries and (iii) any limited partnership of which such Person
or any of its Subsidiaries is a general partner.

                  "Trustee" means Bank One Trust Company, N.A. and, subject to
the provisions of Article Seven, shall also include its successors and assigns
and, if at any time there is more than one Person acting in such capacity
hereunder, "Trustee" shall mean each such Person. The term "Trustee" as used
with respect to a particular series of the Securities shall mean the trustee
with respect to that series.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended, subject to the provisions of Sections 9.01, 9.02, and 10.01, as in
effect at the date of execution of this instrument.


                                        8
<PAGE>   17
                  "Trust Securities" means, collectively, Common Securities and
Preferred Securities of a MetLife Trust.

                  "Voting Stock," as applied to stock of any Person, means
shares, interests, participations or other equivalents in the equity interest
(however designated) in such Person having ordinary voting power for the
election of a majority of the directors (or the equivalent) of such Person,
other than shares, interests, participations or other equivalents having such
power only by reason of the occurrence of a contingency.

                  "Yield to Maturity" means the yield to maturity on a series of
securities calculated at the time of issuance of such series or, if applicable,
of the most recent redetermination of interest on such series, and calculated in
accordance with accepted financial practice.


                                   ARTICLE II

                         DESCRIPTION, TERMS, EXECUTION,
                     REGISTRATION AND EXCHANGE OF SECURITIES

                  SECTION 2.01 Designation and Terms of Securities.

                  (a) The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more series up to the aggregate principal amount of
Securities of that series from time to time authorized by or pursuant to a Board
Resolution of the Company or pursuant to one or more indentures supplemental
hereto. Prior to the initial issuance of Securities of any series, there shall
be established in or pursuant to a Board Resolution of the Company, and set
forth in an Officers' Certificate of the Company, or established in one or more
indentures supplemental hereto:

                           (1) the title of the Security of the series (which
         shall distinguish the Securities of the series from all other
         Securities);

                           (2) any limit upon the aggregate principal amount of
         the Securities of that series that may be authenticated and delivered
         under this Indenture (except for Securities authenticated and delivered
         upon registration of transfer of, or in exchange for, or in lieu of,
         other Securities of that series);

                           (3) the price or prices at which the Company will
         sell the Securities;

                           (4) the Stated Maturity of the Securities;


                                        9
<PAGE>   18
                           (5) the rate or rates at which the Securities of the
         series shall bear interest or the manner of calculation of such rate or
         rates, if any;

                           (6) the date or dates from which such interest shall
         accrue, the Interest Payment Dates on which such interest will be
         payable or the manner of determination of such Interest Payment Dates
         and the record date for the determination of holders to whom interest
         is payable on any such Interest Payment Dates;

                           (7) the right, if any, to extend the interest payment
         periods and the duration of any such Deferral Period, including the
         maximum consecutive period during which interest payment periods may be
         extended;

                           (8) if the amount of principal of or any premium or
         interest on any Securities of the series may be determined with
         reference to any index, formula, or other method, such as one or more
         currencies, commodities, equity indices or other indices, and the
         manner in which such amounts shall be determined;

                           (9) the place or places where the principal of and
         any premium and interest on any Securities of the series shall be
         payable;

                           (10) the period or periods within which, the price or
         prices at which and the terms and conditions upon which, Securities of
         the series may be redeemed, in whole or in part, at the option of the
         Company;

                           (11) the obligation, if any, of the Company to
         redeem, repay or purchase Securities of the series pursuant to any
         sinking fund or analogous provisions (including payments made in cash
         in participation of future sinking fund obligations) or at the option
         of a holder thereof and the period or periods within which, the price
         or prices at which, and the terms and conditions upon which, Securities
         of the series shall be redeemed, repaid or purchased, in whole or in
         part, pursuant to such obligation;

                           (12) if other than denominations of one thousand U.S.
         dollars ($1,000) or any integral multiple thereof, the denominations in
         which the Securities of the series shall be issuable;

                           (13) if other than the full principal amount thereof,
         the portion or, methods of determining the portion, of the principal
         amount of Securities of the series which shall be payable upon
         declaration of acceleration of the maturity thereof pursuant to Section
         6.01;


                                       10
<PAGE>   19
                           (14) if other than the currency of the United States
         of America, the currency, currencies or currency units in which the
         principal of or any premium or interest on any Securities of the series
         shall be payable and the manner of determining the equivalent thereof
         in the currency of the United States of America for any purpose,
         including for purposes of the definition of "Outstanding" in Section
         1.01;

                           (15) provisions granting special rights to holders of
         the Securities upon the occurrence of specific events;

                           (16) any deletions from, modifications of or
         additions to the Events of Default or the Company's covenants provided
         for with respect to the Securities of the series;

                           (17) if applicable, that the Securities of the
         series, in whole or any specified part, shall be defeasible pursuant to
         Section 13.02 or Section 13.03 or both such Sections and, if other than
         by a Board Resolution, the manner in which any election by the Company
         to defease such Securities shall be evidenced;

                           (18) whether the subordination provisions contained
         in Article XV or different subordination provisions will apply to the
         Securities.

                           (19) whether the Securities will be convertible into
         shares of common stock or other securities or property of the Company
         and, if so, the terms and conditions upon which such Securities will be
         so convertible, including the conversion price and the conversion
         period;

                           (20) whether the Securities are issuable as a Global
         Security and, in such case, the identity for the Depositary for such
         series and the terms and conditions upon which Global Securities may be
         exchanged for certificated debt securities;

                           (21) any special tax implications of the Securities
         of the series, including any provisions for Original Issue Discount
         Securities, if offered;

                           (22) any change in the right of the Trustee or the
         requisite holders of such Securities to declare the principal amount
         thereof due and payable pursuant to Section 6.01;


                                       11
<PAGE>   20
                           (23) any trustees, authenticating or Paying Agents,
         transfer agents or registrars or other agents with respect to the
         Securities; and

                           (24) any other terms of the series (which terms shall
         not be inconsistent with the provisions of this Indenture, except as
         permitted by Section 9.01(11)), but which may modify or delete any
         provision of this Indenture with respect to such series, provided that
         no such term may modify or delete any provision hereof if imposed by
         the Trust Indenture Act, and provided, further that any modification or
         deletion of the rights, duties or immunities of the Trustee hereunder
         shall have been consented to in writing by the Trustee).

                  All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to any such Board Resolution or in any indentures supplemental
hereto.

                  If any of the terms of the series are established by action
taken pursuant to a Board Resolution of the Company, a copy of an appropriate
record of such action shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Officers' Certificate of the Company setting forth the terms of
the series.

                  Securities of any particular series may be issued at various
times, with different dates on which the principal or any installment of
principal is payable, with different rates of interest, if any, or different
methods by which rates of interest may be determined, with different dates on
which such interest may be payable and with different redemption dates.

                  SECTION 2.02 Form of Securities and Trustee's Certificate.

                  The Securities of any series and the Trustee's certificate of
authentication to be borne by such Securities shall be substantially of the
tenor and purport as set forth in one or more indentures supplemental hereto or
as provided in a Board Resolution of the Company and as set forth in an
Officers' Certificate of the Company and may have such letters, numbers or other
marks of identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Indenture, 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 Securities of that series
may be listed, or to conform to usage.


                                       12
<PAGE>   21
                  SECTION 2.03 Denominations; Provisions for Payment.

                  The Securities shall be issuable as registered Securities and
in the denominations of one thousand U.S. dollars ($1,000) or any integral
multiple thereof, subject to Section 2.01(11). The Securities of a particular
series shall bear interest payable on the dates and at the rate specified with
respect to that series. Unless otherwise provided pursuant to Section 2.01, the
principal of and the interest on the Securities of any series, as well as any
premium thereon in case of redemption thereof prior to maturity, shall be
payable in the coin or currency of the United States of America that at the time
is legal tender for public and private debt, at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, the City and
State of New York. Each Security shall be dated the date of its authentication.
Interest on the Securities shall be computed on the basis of a 360-day year
composed of twelve 30-day months.

                  The interest installment on any Security that is payable, and
is punctually paid or duly provided for, on any Interest Payment Date for
Securities of that series shall be paid to the Person in whose name said
Security (or one or more Predecessor Securities) is registered at the close of
business on the regular record date for such interest installment. In the event
that any Security of a particular series or portion thereof is called for
redemption and the redemption date is subsequent to a regular record date with
respect to any Interest Payment Date and prior to such Interest Payment Date,
interest on such Security will be paid upon presentation and surrender of such
Security as provided in Section 3.03.

                  Except as otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 2.01, any interest on
any Security that is payable, but is not punctually paid or duly provided for,
on any Interest Payment Date for Securities of the same series (herein called
"Defaulted Interest") shall forthwith cease to be payable to the registered
holder on the relevant regular record date by virtue of having been such holder;
and such Defaulted Interest shall be paid by the Company, at its election, as
provided in clause (1) or clause (2) below:

                           (1) The Company may make payment of any Defaulted
         Interest on Securities to the Persons in whose names such Securities
         (or their respective Predecessor Securities) are registered at the
         close of business on a special record date for the payment of such
         Defaulted Interest, which shall be fixed in the following manner: the
         Company shall notify the Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each such Security and the date of the
         proposed payment, and at the same time the Company shall deposit with
         the Trustee an amount of money equal to the aggregate amount proposed
         to be paid in respect of such Defaulted Interest or shall make
         arrangements satisfactory to the Trustee for such deposit prior to the
         date of the proposed payment, such money when deposited to be held in
         trust for the benefit of the Persons entitled to such Defaulted
         Interest as in this clause


                                       13
<PAGE>   22
         provided. Thereupon the Trustee shall fix a special record date for the
         payment of such Defaulted Interest which shall not be more than 15 nor
         less than 10 days prior to the date of the proposed payment and not
         less than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         special record date and, in the name and at the expense of the Company,
         shall cause notice of the proposed payment of such Defaulted Interest
         and the special record date therefor to be mailed, first class postage
         prepaid, to each Securityholder at his or her address as it appears in
         the Security Register (as hereinafter defined), not less than 10 days
         prior to such special record date. Notice of the proposed payment of
         such Defaulted Interest and the special record date therefor having
         been mailed as aforesaid, such Defaulted Interest shall be paid to the
         Persons in whose names such Securities (or their respective Predecessor
         Securities) are registered on such special record date and shall be no
         longer payable pursuant to the following clause (2).

                           (2) The Company may make payment of any Defaulted
         Interest on any Securities in any other lawful manner not inconsistent
         with the requirements of any securities exchange on which such
         Securities may be listed, and upon such notice as may be required by
         such exchange, if, after notice given by the Company to the Trustee of
         the proposed payment pursuant to this clause, such manner of payment
         shall be deemed practicable by the Trustee.

                  Unless otherwise set forth in a Board Resolution of the
Company or one or more indentures supplemental hereto establishing the terms of
any series of Securities pursuant to Section 2.01 hereof, the term "regular
record date" as used in this Section with respect to a series of Securities with
respect to any Interest Payment Date for such series shall mean either the
fifteenth day of the month immediately preceding the month in which an Interest
Payment Date established for such series pursuant to Section 2.01 hereof shall
occur, if such Interest Payment Date is the first day of a month, or the last
day of the month immediately preceding the month in which an Interest Payment
Date established for such series pursuant to Section 2.01 hereof shall occur, if
such Interest Payment Date is the fifteenth day of a month, whether or not such
date is a Business Day.

                  Subject to the foregoing provisions of this Section, each
Security of a series delivered under this Indenture upon transfer of or in
exchange for or in lieu of any other Security of such series shall carry the
rights to interest accrued and unpaid, and to accrue, that were carried by such
other Security.


                                       14
<PAGE>   23
                  SECTION 2.04 Execution and Authentications.

                  The Securities shall be signed on behalf of the Company by its
President, or one of its Vice Presidents, or its Treasurer, or one of its
Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries,
under its corporate seal attested by its Secretary or one of its Assistant
Secretaries. Signatures may be in the form of a manual or facsimile signature.
The Company may use the facsimile signature of any Person who shall have been a
President or Vice President thereof, or of any Person who shall have been a
Secretary or Assistant Secretary thereof, notwithstanding the fact that at the
time the Securities shall be authenticated and delivered or disposed of such
Person shall have ceased to be the President or a Vice President, or the
Secretary or an Assistant Secretary, of the Company. The seal of the Company may
be in the form of a facsimile of such seal and may be impressed, affixed,
imprinted or otherwise reproduced on the Securities. The Securities may contain
such notations, legends or endorsements required by law, stock exchange rule or
usage. Each Security shall be dated the date of its authentication by the
Trustee.

                  A Security shall not be valid until authenticated manually by
an authorized signatory of the Trustee, or by an Authenticating Agent. Such
signature shall be conclusive evidence that the Security so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a
written order of the Company for the authentication and delivery of such
Securities, signed by its President or any Vice President and its Secretary or
any Assistant Secretary, and the Trustee in accordance with such written order
shall authenticate and deliver such Securities.

                  In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, an Opinion of Counsel stating that the form and
terms thereof have been established in conformity with the provisions of this
Indenture.

                  The Trustee shall not be required to authenticate such
Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee's own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner that is not reasonably acceptable to the
Trustee.


                                       15
<PAGE>   24
                  SECTION 2.05 Registration of Transfer and Exchange.

                  (a) Securities of any series may be exchanged upon
presentation thereof at the office or agency of the Company designated for such
purpose in the Borough of Manhattan, the City and State of New York, for other
Securities of such series of authorized denominations, and for a like aggregate
principal amount, upon payment of a sum sufficient to cover any tax or other
governmental charge in relation thereto, all as provided in this Section. In
respect of any Securities so surrendered for exchange, the Company shall
execute, the Trustee shall authenticate and such office or agency shall deliver
in exchange therefor the Security or Securities of the same series that the
Securityholder making the exchange shall be entitled to receive, bearing numbers
not contemporaneously outstanding.

                  (b) The Company shall keep, or cause to be kept, at its office
or agency designated for such purpose in the Borough of Manhattan, the City and
State of New York, or such other location designated by the Company a register
or registers (herein referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall register
the Securities and the transfers of Securities as in this Article provided and
which at all reasonable times shall be open for inspection by the Trustee. The
registrar for the purpose of registering Securities and transfer of Securities
as herein provided shall be appointed as authorized by Board Resolution (the
"Security Registrar").

                  Upon surrender for transfer of any Security at the office or
agency of the Company designated for such purpose, the Company shall execute,
the Trustee shall authenticate and such office or agency shall deliver in the
name of the transferee or transferees a new Security or Securities of the same
series as the Security presented for a like aggregate principal amount.

                  All Securities presented or surrendered for exchange or
registration of transfer, as provided in this Section, shall be accompanied (if
so required by the Company or the Security Registrar) by a written instrument or
instruments of transfer, in form satisfactory to the Company or the Security
Registrar, duly executed by the registered holder or by such holder's duly
authorized attorney in writing.

                  (c) No service charge shall be made for any exchange or
registration of transfer of Securities, or issue of new Securities in case of
partial redemption of any series, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge in relation thereto,
other than exchanges pursuant to Section 2.06, the second paragraph of Section
3.03 and Section 9.04 not involving any transfer.

                  (d) The Company shall not be required (i) to issue, exchange
or register the transfer of any Securities during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of less than all the Outstanding Securities of the same series and
ending at the close of business on the day of such mailing, nor


                                       16
<PAGE>   25
(ii) to register the transfer of or exchange any Securities of any series or
portions thereof called for redemption. The provisions of this Section 2.05 are,
with respect to any Global Security, subject to Section 2.11 hereof.

                  SECTION 2.06 Temporary Securities.

                  Pending the preparation of definitive Securities of any
series, the Company may execute, and the Trustee shall authenticate and deliver,
temporary Securities (printed, lithographed or typewritten) of any authorized
denomination. Such temporary Securities shall be substantially in the form of
the definitive Securities in lieu of which they are issued, but with such
omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Company. Every temporary Security of
any series shall be executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Securities of such series. Without unnecessary delay
the Company will execute and will furnish definitive Securities of such series
and thereupon any or all temporary Securities of such series may be surrendered
in exchange therefor (without charge to the holders), at the office or agency of
the Company designated for the purpose in the Borough of Manhattan, the City and
State of New York, and the Trustee shall authenticate and such office or agency
shall deliver in exchange for such temporary Securities an equal aggregate
principal amount of definitive Securities of such series, unless the Company
advises the Trustee to the effect that definitive Securities need not be
executed and furnished until further notice from the Company. Until so
exchanged, the temporary Securities of such series shall be entitled to the same
benefits under this Indenture as definitive Securities of such series
authenticated and delivered hereunder.

                  SECTION 2.07  Mutilated, Destroyed, Lost or Stolen Securities.

                  In case any temporary or definitive Security shall become
mutilated or be destroyed, lost or stolen, the Company (subject to the next
succeeding sentence) shall execute, and upon the Company's request the Trustee
(subject as aforesaid) shall authenticate and deliver, a new Security of the
same series, bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated Security, or in lieu of and in substitution for
the Security so destroyed, lost or stolen. In every case the applicant for a
substituted Security shall furnish to the Company and the Trustee such security
or indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and the Trustee evidence to their satisfaction of the destruction,
loss or theft of the applicant's Security and of the ownership thereof. The
Trustee may authenticate any such substituted Security and deliver the same upon
the written request or authorization of any officer of the Company. Upon the
issuance of any substituted Security, the Company may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses of
the Trustee) connected therewith. In case any Security that has matured or is
about to mature shall become mutilated or be destroyed, lost or stolen, the


                                       17
<PAGE>   26
Company may, instead of issuing a substitute Security, pay or authorize the
payment of the same (without surrender thereof except in the case of a mutilated
Security) if the applicant for such payment shall furnish to the Company and the
Trustee such security or indemnity as they may require to save them harmless,
and, in case of destruction, loss or theft, evidence to the satisfaction of the
Company and the Trustee of the destruction, loss or theft of such Security and
of the ownership thereof.

                  Every replacement Security issued pursuant to the provisions
of this Section shall constitute an additional contractual obligation of the
Company whether or not the mutilated, destroyed, lost or stolen Security shall
be found at any time, or be enforceable by anyone, and shall be entitled to all
the benefits of this Indenture equally and proportionately with any and all
other Securities of the same series duly issued hereunder. All Securities shall
be held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities, and shall preclude (to the extent lawful) any and all
other rights or remedies, notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

                  SECTION 2.08  Cancellation.

                  All Securities surrendered for the purpose of payment,
redemption, exchange or registration of transfer shall, if surrendered to the
Company or any Paying Agent, be delivered to the Trustee for cancellation, or,
if surrendered to the Trustee, shall be canceled by it, and no Securities shall
be issued in lieu thereof except as expressly required or permitted by any of
the provisions of this Indenture. On request of the Company at the time of such
surrender, the Trustee shall deliver to the Company canceled Securities held by
the Trustee. In the absence of such request the Trustee may dispose of canceled
Securities in accordance with its standard procedures and deliver a certificate
of disposition to the Company. If the Company shall otherwise acquire any of the
Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and until
the same are delivered to the Trustee for cancellation.

                  SECTION 2.09 Benefits of Indenture.

                  Nothing in this Indenture or in the Securities, express or
implied, shall give or be construed to give to any Person, other than the
parties hereto and the holders of the Securities any legal or equitable right,
remedy or claim under or in respect of this Indenture, or under any covenant,
condition or provision herein contained; all such covenants, conditions and
provisions being for the sole benefit of the parties hereto and of the holders
of the Securities.


                                       18
<PAGE>   27
                  SECTION 2.10 Authenticating Agent.

                  So long as any of the Securities of any series remain
Outstanding there may be an Authenticating Agent for any or all such series of
Securities which the Trustee shall have the right to appoint. Said
Authenticating Agent shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, transfer or partial
redemption thereof, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder. All references in this Indenture to
the authentication of Securities by the Trustee shall be deemed to include
authentication by an Authenticating Agent for such series. Each Authenticating
Agent shall be acceptable to the Company and shall be a corporation that has a
combined capital and surplus, as most recently reported or determined by it,
sufficient under the laws of any jurisdiction under which it is organized or in
which it is doing business to conduct a trust business, and that is otherwise
authorized under such laws to conduct such business and is subject to
supervision or examination by federal or state authorities. If at any time any
Authenticating Agent shall cease to be eligible in accordance with these
provisions, it shall resign immediately.

                  Any Authenticating Agent may at any time resign by giving
written notice of resignation to the Trustee and to the Company. The Trustee may
at any time (and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto.

                  SECTION 2.11 Global Securities.

                  (a) If the Company shall establish pursuant to Section 2.01
that the Securities of a particular series are to be issued as a Global
Security, then the Company shall execute and the Trustee shall, in accordance
with Section 2.04, authenticate and deliver, a Global Security that (i) shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all of the Outstanding Securities of such series, (ii)
shall be registered in the name of the Depositary or its nominee, (iii) shall be
delivered by the Trustee to the Depositary or pursuant to the Depositary's
instruction and (iv) shall bear a legend substantially to the following effect:
"Except as otherwise provided in Section 2.11 of the Indenture, this Security
may be transferred, in whole but not in part, only to another nominee of the
Depositary or to a successor Depositary or to a nominee of such successor
Depositary."


                                       19
<PAGE>   28
                  (b) Notwithstanding the provisions of Section 2.05, the Global
Security of a series may be transferred, in whole but not in part and in the
manner provided in Section 2.05, only to another nominee of the Depositary for
such series, or to a successor Depositary for such series selected or approved
by the Company or to a nominee of such successor Depositary.

                  (c) If at any time the Depositary for a series of the
Securities notifies the Company that it is unwilling or unable to continue as
Depositary for such series or if at any time the Depositary for such series
shall no longer be registered or in good standing under the Exchange Act, or
other applicable statute or regulation, and a successor Depositary for such
series is not appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such condition, as the case may be, this Section
2.11 shall no longer be applicable to the Securities of such series and the
Company will execute, and subject to Section 2.05, the Trustee will authenticate
and deliver the Securities of such series in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount equal
to the principal amount of the Global Security of such series in exchange for
such Global Security. In addition, the Company may at any time determine that
the Securities of any series shall no longer be represented by a Global Security
and that the provisions of this Section 2.11 shall no longer apply to the
Securities of such series. In such event the Company will execute and subject to
Section 2.05, the Trustee, upon receipt of an Officers' Certificate evidencing
such determination by the Company, will authenticate and deliver the Securities
of such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security of such series in exchange for such Global
Security. Upon the exchange of the Global Security for such Securities in
definitive registered form without coupons, in authorized denominations, the
Global Security shall be canceled by the Trustee. Such Securities in definitive
registered form issued in exchange for the Global Security pursuant to this
Section 2.11(c) shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Securities to the Depositary for delivery to the Persons in
whose names such Securities are so registered.


                                   ARTICLE III

              REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

                  SECTION 3.01  Redemption.

                  The Company may redeem the Securities of any series issued
hereunder on and after the dates and in accordance with the terms established
for such series pursuant to Section 2.01 hereof.


                                       20
<PAGE>   29
                  SECTION 3.02 Notice of Redemption.

                  (a) In case the Company shall desire to exercise such right to
redeem all or, as the case may be, a portion of the Securities of any series in
accordance with the right reserved so to do, the Company shall, or shall cause
the Trustee to, give notice of such redemption to holders of the Securities of
such series to be redeemed by mailing, first class postage prepaid, a notice of
such redemption not less than 30 days and not more than 90 days before the date
fixed for redemption of that series to such holders at their last addresses as
they shall appear upon the Security Register unless a shorter period is
specified in the Securities to be redeemed. Any notice that is mailed in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the registered holder receives the notice. In any case, failure
duly to give such notice to the holder of any Security of any series designated
for redemption in whole or in part, or any defect in the notice, shall not
affect the validity of the proceedings for the redemption of any other
Securities of such series or any other series. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with any such restriction.

                  Each such notice of redemption shall specify the date fixed
for redemption and the redemption price at which Securities of that series are
to be redeemed, and shall state that payment of the redemption price of such
Securities to be redeemed will be made at the office or agency of the Company in
the Borough of Manhattan, the City and State of New York, upon presentation and
surrender of such Securities, that interest accrued to the date fixed for
redemption will be paid as specified in said notice, that from and after said
date interest will cease to accrue and that the redemption is for a sinking
fund, if such is the case. If less than all the Securities of a series are to be
redeemed, the notice to the holders of Securities of that series to be redeemed
in whole or in part shall specify the particular Securities to be so redeemed.
In case any Security is to be redeemed in part only, the notice that relates to
such Security shall state the portion of the principal amount thereof to be
redeemed, and shall state that on and after the redemption date, upon surrender
of such Security, a new Security or Securities of such series in principal
amount equal to the unredeemed portion thereof will be issued.

                  (b) If less than all the Securities of a series are to be
redeemed, the Company shall give the Trustee at least 45 days' notice in advance
of the date fixed for redemption as to the aggregate principal amount of
Securities of the series to be redeemed, and thereupon the Trustee shall select,
by lot or in such other manner as it shall deem appropriate and fair in its
discretion and that may provide for the selection of a portion or portions
(equal to one thousand U.S. dollars ($1,000) or any integral multiple thereof)
of the principal amount of such Securities of a denomination larger than $1,000,
the Securities to be redeemed and shall thereafter promptly notify the Company
in writing of the numbers of the Securities to be redeemed, in whole or in part.


                                       21
<PAGE>   30
                  The Company may, if and whenever it shall so elect, by
delivery of instructions signed on its behalf by its President or any Vice
President, instruct the Trustee or any Paying Agent to call all or any part of
the Securities of a particular series for redemption and to give notice of
redemption in the manner set forth in this Section, such notice to be in the
name of the Company or its own name as the Trustee or such Paying Agent may deem
advisable. In any case in which notice of redemption is to be given by the
Trustee or any such Paying Agent, the Company shall deliver or cause to be
delivered to, or permit to remain with, the Trustee or such Paying Agent, as the
case may be, such Security Register, transfer books or other records, or
suitable copies or extracts therefrom, sufficient to enable the Trustee or such
Paying Agent to give any notice by mail that may be required under the
provisions of this Section.

                  SECTION 3.03  Payment Upon Redemption.

                  (a) If the giving of notice of redemption shall have been
completed as above provided, the Securities or portions of Securities of the
series to be redeemed specified in such notice shall become due and payable on
the date and at the place stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for redemption and
interest on such Securities or portions of Securities shall cease to accrue on
and after the date fixed for redemption, unless the Company shall default in the
payment of such redemption price and accrued interest with respect to any such
Security or portion thereof. On presentation and surrender of such Securities on
or after the date fixed for redemption at the place of payment specified in the
notice, said Securities shall be paid and redeemed at the applicable redemption
price for such series, together with interest accrued thereon to the date fixed
for redemption (but if the date fixed for redemption is an interest payment
date, the interest installment payable on such date shall be payable to the
registered holder at the close of business on the applicable record date
pursuant to Section 2.03).

                  (b) Upon presentation of any Security of such series that is
to be redeemed in part only, the Company shall execute and the Trustee shall
authenticate and the office or agency where the Security is presented shall
deliver to the holder thereof, at the expense of the Company, a new Security of
the same series of authorized denominations in principal amount equal to the
unredeemed portion of the Security so presented.

                  SECTION 3.04 Sinking Fund.

                  The provisions of Sections 3.04, 3.05 and 3.06 shall be
applicable to any sinking fund for the retirement of Securities of a series,
except as otherwise specified as contemplated by Section 2.01 for Securities of
such series.

                  The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an
"optional sinking fund payment". If provided for by the terms


                                       22
<PAGE>   31
of Securities of any series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 3.05. Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided for
by the terms of Securities of such series.

                  SECTION 3.05 Satisfaction of Sinking Fund Payments with
Securities.

                  The Company (i) may deliver Outstanding Securities of a series
(other than any Securities previously called for redemption) and (ii) may apply
as a credit Securities of a series that have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities, in each case in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series, provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
redemption price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

                  SECTION 3.06 Redemption of Securities for Sinking Fund.

                  Not less than 45 days prior to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of the series, the portion
thereof, if any, that is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 3.05 and the basis for such credit and will,
together with such Officers' Certificate, deliver to the Trustee any Securities
to be so delivered. Not less than 30 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 3.02 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 3.02. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Section 3.03.


                                   ARTICLE IV

                                CERTAIN COVENANTS

                  SECTION 4.01 Payment of Principal, Premium and Interest.

                  (a) The Company shall pay or cause to be paid the principal of
and premium, if any, and interest (including interest accruing during any
Deferral Period) on the Securities on or prior to the dates and in the manner
provided in such Securities or pursuant to


                                       23
<PAGE>   32
this Indenture. An installment of principal, premium, if any, or interest shall
be considered paid on the applicable due date if on such date the Trustee or the
Paying Agent holds, in accordance with this Indenture, money sufficient to pay
all of such installment then due.

                  (b) Notwithstanding the provisions of Section 4.01(a) or any
other provision herein to the contrary, the Company shall have the right, as
provided in an Officer's Certificate or Supplemental Indenture issued pursuant
to Section 2.01, in its sole and absolute discretion at any time and from time
to time while the Securities of any series are outstanding, so long as no Event
of Default with respect to such series of Securities has occurred and is
continuing, to defer payments of interest by extending the interest payment
period for such series of Securities for the maximum consecutive period, if any,
specified for such series of Securities, provided that such Deferral Period (or
any extension thereof) may not extend beyond the Stated Maturity date or
Redemption Date of any Security of such series, and must end on an Interest
Payment Date or, if the Securities are redeemed, on an Interest Payment Date or
the Redemption Date for such Securities, and provided further that at the end of
each Deferral Period the Company 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 Securities). Prior to the termination of a Deferral
Period, the Company may shorten or may further extend the interest payment
period for such series of Securities, provided that such Deferral Period
together with all such previous and further extensions may not exceed the
maximum consecutive period specified for such series of Securities, end on a
date other than an Interest Payment Date or extend beyond the Stated Maturity
date or Redemption Date of any Security of such series. The Company shall give
the Trustee written notice of the Company's election to begin a Deferral Period
for any series of Securities and any shortening or extension thereof at least
five Business Days prior to the earlier of (i) the date the interest on such
Securities or distributions on the related Preferred Securities are payable or
(ii) the date the trustees of a MetLife Trust are required to give notice to
holders of Preferred Securities of such MetLife Trust of the record date or the
date such distributions are payable, but in any event not less than five
Business Days prior to such record date. The Company shall give or cause the
Trustee to give notice (a form of which shall be provided by the Company to the
Trustee) of the Company's election to begin a Deferral Period to the Holders by
first class mail, postage prepaid.

                  SECTION 4.02 Maintenance of Office or Agency.

                  So long as any series of the Securities remain Outstanding,
the Company agrees to maintain an office or agency in the Borough of Manhattan,
the City and State of New York, with respect to each such series and at such
other location or locations as may be designated as provided in this Section
4.02, where (i) Securities of that series may be presented for payment, (ii)
Securities of that series may be presented as hereinabove authorized for
registration of transfer and exchange, and (iii) notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be given or served, such designation to continue with respect to such office or
agency until the Company shall, by written notice signed by its


                                       24
<PAGE>   33
President or a Vice President and delivered to the trustee, designate some other
office or agency for such purposes or any of them. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, notices and demands.

                  The Company may also from time to time designate one or more
other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in each Place of Payment for Securities of any series for
such purposes. The Company will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency.

                  SECTION 4.03 Paying Agents.

                  (a) If the Company shall appoint one or more Paying Agents for
all or any series of the Securities, other than the Trustee, the Company will
cause each such Paying Agent to execute and deliver to the Trustee an instrument
in which such agent shall agree with the Trustee, subject to the provisions of
this Section:

                           (1) that it will hold all sums held by it as such
         agent for the payment of the principal of and premium, if any or
         interest on the Securities of that series (whether such sums have been
         paid to it by the Company or by any other obligor of such Securities)
         in trust for the benefit of the Persons entitled thereto;

                           (2) that it will give the Trustee notice of any
         failure by the Company (or by any other obligor of such Securities) to
         make any payment of the principal of and premium, if any or interest on
         the Securities of that series when the same shall be due and payable;

                           (3) that it will, at any time during the continuance
         of any failure referred to in the preceding paragraph (a)(2) above,
         upon the written request of the Trustee, forthwith pay to the Trustee
         all sums so held in trust by such Paying Agent; and

                           (4) that it will perform all other duties of Paying
         Agent as set forth in this Indenture.


                                       25
<PAGE>   34
                  (b) If the Company shall act as its own Paying Agent with
respect to any series of the Securities, it will on or before each due date of
the principal of, and premium, if any, or interest on Securities of that series,
set aside, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay such principal, and premium, if any, or interest
so becoming due on Securities of that series until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of such action, or any failure (by it or any other obligor on
such Securities) to take such action. Whenever the Company shall have one or
more Paying Agents for any series of Securities, it will, prior to each due date
of the principal of, and premium, if any, or interest on any Securities of that
series, deposit with the Paying Agent a sum sufficient to pay the principal, and
premium, if any, or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of this action or failure so to act.

                  (c) Notwithstanding anything in this Section to the contrary,
(i) the agreement to hold sums in trust as provided in this Section is subject
to the provisions of Section 11.05, and (ii) the Company may at any time, for
the purpose of obtaining the satisfaction and discharge of this Indenture or for
any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all
sums held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same terms and conditions as those upon which such sums
were held by the Company or such Paying Agent; and, upon such payment by any
Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.

                  (d) Except as otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 2.01, any money or
Government Obligations deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of or any premium
or interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company at its option at the request of the Company, or (if then
held by the Company) shall be discharged from such trust; and the holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.


                                       26
<PAGE>   35
                  SECTION 4.04 Statement by Officers as to Default.

                  The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without regard to
any period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

                  SECTION 4.05  Existence.

                  Subject to Article Ten, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the holders.

                  SECTION 4.06 Payment of Taxes.

                  The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, which, if
unpaid, might by law become a lien upon the property of the Company or any
Subsidiary; provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment or
governmental charge whose amount, applicability or validity is being contested
in good faith by appropriate proceedings..

                  SECTION 4.07 Covenants as to MetLife Trusts.

                  In the event Securities are issued to a MetLife Trust or a
trustee of such trust in connection with the issuance of Trust Securities of
such MetLife Trust, for so long as such Trust Securities remain outstanding, the
Company will covenant (i) to directly or indirectly maintain 100% ownership of
the Common Securities of such MetLife Trust; provided, however, that any
permitted successor of the Company under this Indenture may succeed to the
Company's ownership of such Common Securities, (ii) to use its reasonable
efforts to cause such MetLife Trust (a) to remain a statutory business trust,
except in connection with the distribution of Securities to the holders of Trust
Securities in liquidation of such MetLife Trust, the redemption of all of the
Trust Securities of such MetLife Trust, or certain mergers, consolidations or
amalgamations, each as permitted by the Declaration of such MetLife Trust, and
(b) to continue to be classified as a grantor trust for United States federal
income tax


                                       27
<PAGE>   36
purposes and (iii) to use its reasonable efforts to cause each holder of Trust
Securities to be treated as owning an undivided beneficial interest in the
Securities.

                  SECTION 4.08 Waiver of Certain Covenants.

                  Except as otherwise specified as contemplated by Section 2.01
for Securities of such series, the Company may, with respect to the Securities
of any series, omit in any particular instance to comply with any term,
provision or condition set forth in any covenant provided pursuant to Sections
2.01(16), 9.01(4) or 9.01(7) for the benefit of the holders of such series or in
Section 4.06, if before the time for such compliance the holders of at least a
majority in aggregate principal amount of the Outstanding Securities of such
series shall, by act of such holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.

                  SECTION 4.09 Appointment to Fill Vacancy in Office of Trustee.

                  The Company, whenever necessary to avoid or fill a vacancy in
the office of Trustee, will appoint, in the manner provided in Section 7.10, a
Trustee, so that there shall at all times be a Trustee hereunder.

                  SECTION 4.10 Compliance with Consolidation Provisions.

         The Company will not, while any of the Securities remain Outstanding,
consolidate with, or merge into, or merge into itself, or sell or convey all or
substantially all of its property to any other company unless the provisions of
Article Ten hereof are complied with.


                                    ARTICLE V

                       SECURITYHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

                  SECTION 5.01 Company to Furnish Trustee Names and Addresses of
Securityholders.

                  The Company will furnish or cause to be furnished to the
Trustee (a) on a monthly basis on each regular record date a list, in such form
as the Trustee may reasonably require, of the names and addresses of the holders
of each series of Securities as of such regular record date, provided that the
Company shall not be obligated to furnish or cause to furnish such list at any
time that the list shall not differ in any respect from the most recent list


                                       28
<PAGE>   37
furnished to the Trustee by the Company and (b) at such other times as the
Trustee may request in writing within 30 days after the receipt by the Company
of any such request, a list of similar form and content as of a date not more
than 15 days prior to the time such list is furnished; provided, however, that,
in either case, no such list need be furnished for any series for which the
Trustee shall be the Security Registrar.

                  SECTION 5.02  Preservation Of Information; Communications With
Securityholders.

                  (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
holders of Securities contained in the most recent list furnished to it as
provided in Section 5.01 and as to the names and addresses of holders of
Securities received by the Trustee in its capacity as Security Registrar (if
acting in such capacity).

                  (b) The Trustee may destroy any list furnished to it as
provided in Section 5.01 upon receipt of a new list so furnished.

                  (c) Securityholders may communicate as provided in Section
312(b) of the Trust Indenture Act with other Securityholders with respect to
their rights under this Indenture or under the Securities.

                  SECTION 5.03 Reports by the Company.

                  (a) The Company covenants and agrees to file with the Trustee,
within 15 days after the Company is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) that the
Company may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act; or, if the Company is not required to file
information, documents or reports pursuant to either of such sections, then to
file with the Trustee and the Commission, in accordance with the rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports that may be
required pursuant to Section 13 of the Exchange Act, in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations.

                  (b) The Company covenants and agrees to file with the Trustee
and the Commission, in accordance with the rules and regulations prescribed from
to time by the Commission, such additional information, documents and reports
with respect to compliance by the Company with the conditions and covenants
provided for in this Indenture as may be required from time to time by such
rules and regulations.


                                       29
<PAGE>   38
                  (c) The Company covenants and agrees to transmit to the
Securityholders, such summaries of any information, documents and reports
required to be filed by the Company pursuant to subsections (a) and (b) of this
Section as may be required by the Trust Indenture Act and the rules and
regulations prescribed from time to time by the Commission.

                  SECTION 5.04 Reports by the Trustee.

                  (a) On or before July 15 in each year in which any of the
Securities are Outstanding, the Trustee shall transmit by mail, first class
postage prepaid, to the Securityholders, as their names and addresses appear
upon the Security Register, a brief report dated as of the preceding May 15, if
and to the extent required under Section 313(a) of the Trust Indenture Act.

                  (b) The Trustee shall comply with Sections 313(b) and 313(c)
of the Trust Indenture Act.

                  (c) A copy of each such report shall, at the time of such
transmission to Securityholders, be filed by the Trustee with the Company, with
each stock exchange upon which any Securities are listed (if so listed) and also
with the Commission. The Company agrees to notify the Trustee when any
Securities become listed on any stock exchange.

                                   ARTICLE VI

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

                  SECTION 6.01 Events of Default.

                  (a) Whenever used herein with respect to Securities of a
particular series, "Event of Default" means any one or more of the following
events that has occurred and is continuing, unless such event is specifically
deleted or modified in accordance with Section 2.01:

                           (1) the Company defaults in the payment of any
         installment of interest upon any of the Securities of that series, as
         and when the same shall become due and payable, and continuance of such
         default for a period of 30 days; provided, however, that during any
         Deferral Period for the Securities of that series, failure to pay
         interest on the Securities of that series shall not constitute a
         default in the payment of interest for this purpose; and, provided,
         further, that a valid extension of an interest payment period by the
         Company in accordance with the terms of any indenture supplemental
         hereto, shall not constitute a default in the payment of interest for
         this purpose;


                                       30
<PAGE>   39
                           (2) the Company defaults in the payment of the
         principal of, or premium, if any, on any of the Securities of that
         series as and when the same shall become due and payable whether at
         maturity, upon redemption, because of acceleration or otherwise, or in
         any payment required by any sinking or analogous fund established with
         respect to that series; provided, however, that a valid extension of
         the maturity of such Securities in accordance with the terms of any
         indenture supplemental hereto shall not constitute a default in the
         payment of principal or premium, if any;

                           (3) the Company fails to observe or perform any other
         of its covenants or agreements with respect to that series contained in
         this Indenture or otherwise established with respect to that series of
         Securities pursuant to Section 2.01 hereof (other than a covenant or
         agreement that has been expressly included in this Indenture solely for
         the benefit of one or more series of Securities other than such series)
         for a period of 90 days after the date on which written notice of such
         failure, requiring the same to be remedied and stating that such notice
         is a "Notice of Default" hereunder, shall have been given to the
         Company by the Trustee, by registered or certified mail, or to the
         Company and the Trustee by the holders of at least 25% in principal
         amount of the Securities of that series at the time Outstanding;

                           (4) an event of default, as defined in any mortgage,
         indenture or instrument under which there may be issued, or by which
         there may be secured or evidenced, any Indebtedness for money borrowed
         of the Company (other than a default under this Indenture with respect
         to Securities of any series or a default with respect to any
         non-recourse Indebtedness), whether such Indebtedness now exists or
         shall hereafter be created, shall happen and shall result in a
         principal amount in excess of $100,000,000 of Indebtedness becoming or
         being declared due and payable prior to the date on which it would
         otherwise have become due and payable, and such acceleration shall not
         have been rescinded or annulled, or such Indebtedness shall not have
         been discharged, within a period of 15 days after there has been given,
         by registered or certified United States mail, to the Company by the
         Trustee or to the Company and the Trustee by the holders of at least
         25% in aggregate principal amount of the Outstanding Securities of that
         series a written notice specifying such event of default and requiring
         the Company to cause such acceleration to be rescinded or annulled or
         to cause such Indebtedness to be discharged and stating that such
         notice is a "Notice of Default" hereunder;

                  (5) the entry by a court of competent jurisdiction of:

                                    (i) a decree or order for relief in respect
                  of the Company in an involuntary proceeding under any
                  applicable Bank-


                                       31
<PAGE>   40
                  ruptcy Law and such decree or order shall remain unstayed and
                  in effect for a period of 60 consecutive days;

                                    (ii) a decree or order adjudging the Company
                  to be insolvent, or approving a petition seeking
                  reorganization, arrangement, adjustment or composition of the
                  Company and such decree or order shall remain unstayed and in
                  effect for a period of 60 consecutive days; or

                                    (iii) a final and non-appealable order
                  appointing a Custodian of the Company or of any substantial
                  part of the property of the Company, or ordering the winding
                  up or liquidation of the affairs of the Company;

                           (6) the Company pursuant to or within the meaning of
         any Bankruptcy Law: (i) commences a voluntary case or proceeding; (ii)
         consents to the entry of an order for relief against it in an
         involuntary case or proceeding; (iii) files a petition or answer or
         consent seeking reorganization or relief or consents to such filing or
         to the appointment of or taking possession by a Custodian of it or for
         all or substantially all of its property, and such Custodian is not
         discharged within 60 days; (iv) makes a general assignment for the
         benefit of its creditors; or (v) admits in writing its inability to pay
         its debts generally as they become due;

                           (7) in the event Securities are issued to a MetLife
         Trust or a trustee of such trust in connection with the issuance of
         Trust Securities by such MetLife Trust, such MetLife Trust shall have
         voluntarily or involuntarily dissolved, wound up its business or
         otherwise terminated its existence, except in connection with (i) the
         distribution of Securities to holders of Trust Securities in
         liquidation of their interests in such MetLife Trust, (ii) the
         redemption of all of the outstanding Trust Securities of such MetLife
         Trust or (iii) certain mergers, consolidations or amalgamations, each
         as permitted by the Declaration of such MetLife Trust; or

                           (8) any other Event of Default provided for pursuant
         to Section 2.01 with respect to Securities of that series.

                  (b) Except as otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 2.01, if an Event of
Default (other than an Event of Default specified in Sections 6.01(a)(5) or
6.01(a)(6)) with respect to Securities of any series at the time Outstanding
occurs and is continuing, either the Trustee or the holders of not less than 25%
in aggregate principal amount of the Securities of that series then Outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by
such


                                       32
<PAGE>   41
Securityholders), may declare the principal of all the Securities of that series
(or, if any Securities of that series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of such
series) to be due and payable immediately, and upon any such declaration the
same shall become and shall be immediately due and payable. If an Event of
Default specified in Sections 6.01(a)(5) or 6.01(a)(6) with respect to
Securities of any series at the time Outstanding occurs, the principal amount of
all the Securities of that series (or, if any Securities of that series are
Original Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) shall automatically, and
without any declaration or other action on the part of the Trustee or any
holder, become immediately due and payable.

                  (c) At any time after the principal of the Securities of that
series shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the holders of a majority in aggregate principal amount of
the Securities of that series then Outstanding hereunder, by written notice to
the Company and the Trustee, may rescind and annul such declaration and its
consequences if: (i) the Company has paid or deposited with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities
of that series and the principal of, and premium, if any, on any and all
Securities of that series that shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to the
extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum or Yield to Maturity (in the
case of Original Issue Discount Securities) expressed in the Securities of that
series (or at the respective rates of interest or Yields to Maturity of all the
Securities, as the case may be) to the date of such payment or deposit) and the
amount payable to the Trustee under Section 7.06, and (ii) any and all Events of
Default under the Indenture with respect to such series, other than the
nonpayment of principal on Securities of that series (or, if any Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series) that shall not
have become due by their terms, shall have been remedied or waived as provided
in Section 6.08.

                  No such rescission and annulment shall extend to or shall
affect any subsequent default or impair any right consequent thereon.

                  (d) In case the Trustee shall have proceeded to enforce any
right with respect to Securities of that series under this Indenture and such
proceedings shall have been discontinued or abandoned because of such rescission
or annulment or for any other reason or shall have been determined adversely to
the Trustee, then and in every such case the Company, and the Trustee shall be
restored respectively to their former positions and rights hereunder, and all
rights, remedies and powers of the Company and the Trustee shall continue as
though no such proceedings had been taken.


                                       33
<PAGE>   42
                  SECTION 6.02 Collection of Indebtedness and Suits for
Enforcement by Trustee.

                  (a) The Company covenants that (1) in case it shall default in
the payment of any installment of interest on any of the Securities of a series,
or any payment required by any sinking or analogous fund established with
respect to that series as and when the same shall have become due and payable,
and such default shall have continued for a period of 90 Business Days, or (2)
in case it shall default in the payment of the principal of, or premium, if any,
on any of the Securities of a series when the same shall have become due and
payable, whether upon maturity of the Securities of a series or upon redemption
or upon declaration or otherwise, then, upon demand of the Trustee, the Company
will pay to the Trustee, for the benefit of the holders of the Securities of
that series, the whole amount that then shall have been become due and payable
on all such Securities for principal, and premium, if any, or interest, or both,
as the case may be, with interest upon the overdue principal, and premium, if
any, and (to the extent that payment of such interest is enforceable under
applicable law) upon overdue installments of interest at the rate per annum
expressed in the Securities of that series; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, and the amount payable to the Trustee under Section 7.06.

                  (b) If the Company shall fail to pay such amounts forthwith
upon such demand, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any action or proceedings at
law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Company or other obligor
upon the Securities of that series and collect the moneys adjudged or decreed to
be payable in the manner provided by law out of the property of the Company or
other obligor upon the Securities of that series, wherever situated.

                  (c) In case of any receivership, insolvency, liquidation,
bankruptcy, reorganization, readjustment, arrangement, composition or judicial
proceedings affecting the Company, or its creditors or property, the Trustee
shall have power to intervene in such proceedings and take any action therein
that may be permitted by the court and shall (except as may be otherwise
provided by law) be entitled to file such proofs of claim and other papers and
documents as may be necessary or advisable in order to have the claims of the
Trustee and of the holders of Securities of such series allowed for the entire
amount due and payable by the Company under the Indenture at the date of
institution of such proceedings and for any additional amount that may become
due and payable by the Company after such date, and to collect and receive any
moneys or other property payable or deliverable on any such claim, and to
distribute the same after the deduction of the amount payable to the Trustee
under Section 7.06; and any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of the holders of Securities of such
series to make such payments to the Trustee, and, in the event that the Trustee
shall consent to the making of such payments directly to such Securityholders,
to pay to the Trustee any amount due it under Section 7.06.


                                       34
<PAGE>   43
                  (d) All rights of action and of asserting claims under this
Indenture, or under any of the terms established with respect to Securities of
that series, may be enforced by the Trustee without the possession of any of
such Securities, or the production thereof at any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for payment to the Trustee of any
amounts due under Section 7.06, be for the ratable benefit of the holders of the
Securities of such series.

                  In case of an Event of Default hereunder, the Trustee may in
its discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in the Indenture or in aid of the exercise
of any power granted in this Indenture, or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

                  Nothing contained herein shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of that series or the rights of any holder
thereof or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding.

                  SECTION 6.03 Application of Moneys Collected.

                  Any moneys collected by the Trustee pursuant to this Article
with respect to a particular series of Securities shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such moneys on account of principal, or premium, if any, or
interest, upon presentation of the Securities of that series, and notation
thereon the payment, if only partially paid, and upon surrender thereof if fully
paid:

                  FIRST: To the payment of costs and expenses of collection and
         of all amounts payable to the Trustee under Section 7.06;

                  SECOND: To the payment of the amounts then due and unpaid upon
         Securities of such series for principal, and premium, if any, and
         interest, in respect of which or for the benefit of which such money
         has been collected, ratably, without preference or priority of any
         kind, according to the amounts due and payable on such Securities for
         principal, and premium, if any, and interest, respectively; and


                                       35
<PAGE>   44
                  THIRD: To the payment of the remainder, if any, to the
         Company, its successors or assigns or to whomever may be lawfully
         entitled to receive the same or as a court of competent jurisdiction
         may direct.

                  SECTION 6.04 Limitation on Suits.

                  No holder of any Security of any series shall have any right
by virtue or by availing of any provision of this Indenture to institute any
suit, action or proceeding in equity or at law upon or under or with respect to
this Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless (i) such holder previously shall have given to the
Trustee written notice of an Event of Default and of the continuance thereof
with respect to the Securities of such series specifying such Event of Default,
as hereinbefore provided; (ii) the holders of not less than 25% in aggregate
principal amount of the Securities of such series then Outstanding shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as trustee hereunder; (iii) such holder or holders
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or thereby;
and (iv) the Trustee for 60 days after its receipt of such notice, request and
offer of indemnity, shall have failed to institute any such action, suit or
proceeding and (v) during such 60 day period, the holders of a majority in
principal amount of the Securities of that series do not give the Trustee a
direction inconsistent with the request.

                  Notwithstanding anything contained herein to the contrary, any
other provisions of this Indenture, the right of any holder of any Security to
receive payment of the principal of, and premium, if any, and interest on such
Security, as therein provided, on or after the respective due dates expressed in
such Security (or in the case of redemption, on the redemption date), or to
institute suit for the enforcement of any such payment on or after such
respective dates or redemption date, shall not be impaired or affected without
the consent of such holder and by accepting a Security hereunder it is expressly
understood, intended and covenanted by the taker and holder of every Security of
such series with every other such taker and holder and the Trustee, that no one
or more holders of Securities of such series shall have any right in any manner
whatsoever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any other of such
Securities, or to obtain or seek to obtain priority over or preference to any
other such holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
holders of Securities of such series. For the protection and enforcement of the
provisions of this Section, each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.

                  SECTION 6.05 Rights and Remedies Cumulative; Delay or Omission
Not Waiver.


                                       36
<PAGE>   45
                  (a) Except as otherwise provided in Section 2.07, all powers
and remedies given by this Article to the Trustee or to the Securityholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive of
any other powers and remedies available to the Trustee or the holders of the
Securities, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture or
otherwise established with respect to such Securities.

                  (b) No delay or omission of the Trustee or of any holder of
any of the Securities to exercise any right or power accruing upon any Event of
Default occurring and continuing as aforesaid shall impair any such right or
power, or shall be construed to be a waiver of any such default or on
acquiescence therein; and, subject to the provisions of Section 6.04, every
power and remedy given by this Article or by law to the Trustee or the
Securityholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Securityholders.

                  SECTION 6.06 Control by Securityholders.

                  The holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding, determined in accordance with
Section 8.04, shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee with respect to such series;
provided, however, that such direction shall not be in conflict with any rule of
law or with this Indenture or be unduly prejudicial to the rights of holders of
Securities of any other series at the time Outstanding determined in accordance
with Section 8.04. Subject to the provisions of Section 7.01, the Trustee shall
have the right to decline to follow any such direction if the Trustee in good
faith shall, by a Responsible Officer or Officers of the Trustee, determine that
the proceeding so directed would involve the Trustee in personal liability.

                  SECTION 6.07 Undertaking to Pay Costs.

                  All parties to this Indenture agree, and each holder of any
Securities by such holder's acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the Trustee for
any action taken or omitted by it as Trustee, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding more than 10% in aggregate principal amount of the
Outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of, or
premium, if any, or interest on any Security of such series,


                                       37
<PAGE>   46
on or after the respective due dates expressed in such Security or established
pursuant to this Indenture.

                  SECTION 6.08 Waiver of Past Defaults.

                  The holders of not less than a majority in principal amount of
the Outstanding Securities of any series, determined in accordance with Section
8.04, may on behalf of the holders of all the Securities of such series waive
any past default hereunder with respect to such series and its consequences,
except a default

                  (1) in the payment of the principal of or any premium or
         interest on any Security of such series, or

                  (2) in respect of a covenant or provision hereof which under
         Article Nine cannot be modified or amended without the consent of the
         holder of each Outstanding Security of such series affected; provided,
         however, that if the Securities of such series are held by a MetLife
         Trust or a trustee of such trust, such waiver or modification to such
         waiver shall not be effective until the holders of a majority in
         liquidation preference of Trust Securities of the applicable MetLife
         Trust shall have consented to such waiver or modification to such
         waiver; provided, further, that if the consent of the holder of each
         outstanding Security is required, such waiver shall not be effective
         until each holder of the Trust Securities of the applicable MetLife
         Trust shall have consented to such waiver.

                  Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.


                                   ARTICLE VII

                             CONCERNING THE TRUSTEE

                  SECTION 7.01 Certain Duties and Responsibilities of Trustee.

                  (a) The Trustee, prior to the occurrence of an Event of
Default with respect to the Securities of a series and after the curing of all
Events of Default with respect to the Securities of that series that may have
occurred, shall undertake to perform with respect to the Securities of such
series such duties and only such duties as are specifically set forth in this
Indenture, and no implied covenants shall be read into this Indenture against
the Trustee. In case an Event of Default with respect to the Securities of a
series has occurred (that has not been cured or waived), the Trustee shall
exercise with respect to Securities of that series such


                                       38
<PAGE>   47
of the rights and powers vested in it by this Indenture, and use the same degree
of care and skill in their exercise, as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs.

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

                           (1) prior to the occurrence of an Event of Default
         with respect to the Securities of a series and after the curing or
         waiving of all such Events of Default with respect to that series that
         may have occurred:

                                    (a) the duties and obligations of the
                  Trustee shall with respect to the Securities of such series be
                  determined solely by the express provisions of this Indenture,
                  and the Trustee shall not be liable with respect to the
                  Securities of such series except for the performance of such
                  duties and obligations as are specifically set forth in this
                  Indenture, and no implied covenants or obligations shall be
                  read into this Indenture against the Trustee; and

                                    (b) in the absence of bad faith on the part
                  of the Trustee, the Trustee may with respect to the Securities
                  of such series conclusively rely, as to the truth of the
                  statements and the correctness of the opinions expressed
                  therein, upon any certificates or opinions furnished to the
                  Trustee and conforming to the requirements of this Indenture;
                  but in the case of any such certificates or opinions that by
                  any provision hereof are specifically required to be furnished
                  to the Trustee, the Trustee shall be under a duty to examine
                  the same to determine whether or not they conform to the
                  requirements of this Indenture;

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

                           (3) the 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 principal amount of the Securities of any series at the
         time Outstanding relating to the time, method and place of conducting
         any proceeding for any remedy available to the


                                       39
<PAGE>   48
         Trustee, or exercising any trust or power conferred upon the Trustee
         under this Indenture with respect to the Securities of that series; and

                           (4) None of the provisions contained in this
         Indenture shall require the 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
         there is reasonable ground for believing that the repayment of such
         funds or liability is not reasonably assured to it under the terms of
         this Indenture or adequate indemnity against such risk is not
         reasonably assured to it.

                  SECTION 7.02 Certain Rights of Trustee.

                  Except as otherwise provided in Section 7.01:

                  (a) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, security or
other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

                  (b) Any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by a Board Resolution or an
instrument signed in the name of the Company, by the President or any Vice
President and by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer thereof (unless other evidence in respect thereof is
specifically prescribed herein);

                  (c) The Trustee may consult with counsel and the written
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted hereunder in good faith and in reliance thereon;

                  (d) The Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders, pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the occurrence of an Event
of Default with respect to a series of the Securities (that has not been cured
or waived) to exercise with respect to Securities of that series such of the
rights and powers vested in it by this Indenture, and to use the same degree of
care and skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs;


                                       40
<PAGE>   49
                  (e) The Trustee shall not be liable for any action taken or
omitted to be taken by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Indenture;

                  (f) The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
security, or other papers or documents, unless requested in writing so to do by
the holders of not less than a majority in principal amount of the Outstanding
Securities of the particular series affected thereby (determined as provided in
Section 8.04); provided, however, that if the payment within a reasonable time
to the Trustee of the costs, expenses or liabilities likely to be incurred by it
in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of
this Indenture, the Trustee may require reasonable indemnity against such costs,
expenses or liabilities as a condition to so proceeding. The reasonable expense
of every such examination shall be paid by the Company or, if paid by the
Trustee, shall be repaid by the Company upon demand; and

                  (g) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder.

                  SECTION 7.03 Trustee Not Responsible for Recitals or Issuance
or Securities.

                  (a) The recitals contained herein and in the Securities shall
be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same.

                  (b) The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities.

                  (c) The Trustee shall not be accountable for the use or
application by the Company of any of the Securities or of the proceeds of such
Securities, or for the use or application of any moneys paid over by the Trustee
in accordance with any provision of this Indenture or established pursuant to
Section 2.01, or for the use or application of any moneys received by any Paying
Agent other than the Trustee.

                  SECTION 7.04  May Hold Securities.

                  The Trustee or any Paying Agent or Security Registrar, in its
individual or any other capacity, may become the owner or pledgee of Securities
with the same rights it would have if it were not Trustee, Paying Agent or
Security Registrar.


                                       41
<PAGE>   50
                  SECTION 7.05 Moneys Held in Trust.

                  Subject to the provisions of Section 11.05, all moneys
received by the Trustee shall, until used or applied as herein provided, be held
in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any moneys received by it hereunder
except such as it may agree with the Company to pay thereon.

                  SECTION 7.06 Compensation and Reimbursement.

                  (a) The Company covenants and agrees to pay to the Trustee,
and the Trustee shall be entitled to, such reasonable compensation (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust), as the Company, and the Trustee may from time to
time agree in writing, for all services rendered by it in the execution of the
trusts hereby created and in the exercise and performance of any of the powers
and duties hereunder of the Trustee, and, except as otherwise expressly provided
herein, the Company will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all Persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or bad faith. The Company also
covenants to indemnify the Trustee (and its officers, agents, directors and
employees) for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on the part of the Trustee and arising
out of or in connection with the acceptance or administration of this trust,
including the costs and expenses of defending itself against any claim of
liability in the premises.

                  (b) The obligations of the Company under this Section to
compensate and indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder. Such additional indebtedness shall be secured by a lien prior to that
of the Securities upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the benefit of the holders of particular
Securities.

                  SECTION 7.07 Reliance on Officers' Certificate.

                  Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting to take any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the
Trustee and such certificate, in the absence of negligence or bad faith on the
part of the Trustee, shall be full warrant to the


                                       42
<PAGE>   51
Trustee for any action taken, suffered or omitted to be taken by it under the
provisions of this Indenture upon the faith thereof.

                  SECTION 7.08  Disqualification; Conflicting Interests.

                  If the Trustee has or shall acquire any "conflicting interest"
within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and
the Company shall in all respects comply with the provisions of Section 310(b)
of the Trust Indenture Act.

                  SECTION 7.09  Corporate Trustee Required; Eligibility.

                  There shall at all times be a Trustee with respect to the
Securities issued hereunder which shall at all times 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 other
Person permitted to act as trustee by the Commission, 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 Columbia authority.
If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, 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. The
Company may not, nor may any Person directly or indirectly controlling,
controlled by, or under common control with the Company, serve as Trustee. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 7.10.

                  SECTION 7.10 Resignation and Removal; Appointment of
Successor.

                  (a) The Trustee or any successor hereafter appointed, may at
any time resign with respect to the Securities of one or more series by giving
written notice thereof to the Company and by transmitting notice of resignation
by mail, first class postage prepaid, to the Securityholders of such series, as
their names and addresses appear upon the Security Register. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee
with respect to Securities of such series by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the mailing of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee with respect to Securities of such series, or any
Securityholder of that series who has been a bona fide holder of a Security or
Securities for at least six months may on behalf of himself and all others
similarly situated, petition any such


                                       43
<PAGE>   52
court for the appointment of a successor trustee. Such court may thereupon after
such notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

                  (b) In case at any time any one of the following shall occur:

                           (1) the Trustee shall fail to comply with the
         provisions of Section 7.08 after written request therefor by the
         Company or by any Securityholder who has been a bona fide holder of a
         Security or Securities for at least six months; or

                           (2) the Trustee shall cease to be eligible in
         accordance with the provisions of Section 7.09 and shall fail to resign
         after written request therefor by the Company or by any such
         Securityholder; or

                           (3) the Trustee shall become incapable of acting, or
         shall be adjudged a bankrupt or insolvent, or commence a voluntary
         bankruptcy proceeding, or a receiver of the Trustee or of its property
         shall be appointed or consented to, or any public officer shall take
         charge or control of the Trustee or of its property or affairs for the
         purpose of rehabilitation, conservation or liquidation;

then, in any such case, (i) the Company may remove the Trustee with respect to
all Securities and appoint a successor trustee by written instrument, in
duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the
successor trustee, or (ii) unless the Trustee's duty to resign is stayed as
provided herein, any Securityholder who has been a bona fide holder of a
Security or Securities for at least six months may, on behalf of that holder and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor trustee. Such
court may thereupon after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

                  (c) The holders of a majority in aggregate principal amount of
the Securities of any series at the time Outstanding may at any time remove the
Trustee with respect to such series by so notifying the Trustee and the Company
and may appoint a successor Trustee for such series with the consent of the
Company.

                  (d) Any resignation or removal of the Trustee and appointment
of a successor trustee with respect to the Securities of a series pursuant to
any of the provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 7.11.


                                       44
<PAGE>   53
                  (e) Any successor trustee appointed pursuant to this Section
may be appointed with respect to the Securities of one or more series or all of
such series, and at any time there shall be only one Trustee with respect to the
Securities of any particular series.

                  SECTION 7.11  Acceptance of Appointment By Successor.

                  (a) In case of the appointment hereunder of a successor
trustee with respect to all Securities, every such successor trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor trustee all the rights, powers, and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
trustee all property and money held by such retiring Trustee hereunder.

                  (b) In case of the appointment hereunder of a successor
trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
trustee relates, (2) shall contain such provisions as shall be deemed necessary
or desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust, that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee and that no Trustee shall be responsible
for any act or failure to act on the part of any other Trustee hereunder; and
upon the execution and delivery of such supplemental indenture the resignation
or removal of the retiring Trustee shall become effective to the extent provided
therein, such retiring Trustee shall with respect to the Securities of that or
those series to which the appointment of such successor trustee relates have no
further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this
Indenture, and each such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor trustee relates; but, on request of
the Company or any successor trustee, such retiring Trustee shall duly assign,
transfer and


                                       45
<PAGE>   54
deliver to such successor trustee, to the extent contemplated by such
supplemental indenture, the property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor trustee relates.

                  (c) Upon request of any such successor trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor trustee all such rights, powers and trusts
referred to in paragraph (a) or (b) of this Section, as the case may be.

                  (d) No successor trustee shall accept its appointment unless
at the time of such acceptance such successor trustee shall be qualified and
eligible under this Article.

                  (e) Upon acceptance of appointment by a successor trustee as
provided in this Section, the Company shall transmit notice of the succession of
such trustee hereunder by mail, first class postage prepaid, to the
Securityholders, as their names and addresses appear upon the Security Register.
If the Company fails to transmit such notice within ten days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be transmitted at the expense of the Company.

                  SECTION 7.12 Merger, Conversion, Consolidation or Succession
to Business.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided that such
corporation shall be qualified under the provisions of Section 7.08 and eligible
under the provisions of Section 7.09, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

                  SECTION 7.13 Preferential Collection of Claims Against the
Company.

                  The Trustee shall comply with Section 311(a) of the Trust
Indenture Act, excluding any creditor relationship described in Section 311(b)
of the Trust Indenture Act. A Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act to the extent included
therein.


                                       46

<PAGE>   55


                                  ARTICLE VIII

                         CONCERNING THE SECURITYHOLDERS

            SECTION 8.01 Evidence of Action by Securityholders.

            Whenever in this Indenture it is provided that the holders of a
majority or specified percentage in aggregate principal amount of the Securities
of a particular series may take any action (including the making of any demand
or request, the giving of any notice, consent or waiver or the taking of any
other action), the fact that at the time of taking any such action the holders
of such majority or specified percentage of that series have joined therein may
be evidenced by any instrument or any number of instruments of similar tenor
executed by such holders of Securities of that series in Person or by agent or
proxy appointed in writing.

            If the Company shall solicit from the Securityholders of any series
any request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the determination
of Securityholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Securityholders of record at the
close of business on the record date shall be deemed to be Securityholders for
the purposes of determining whether Securityholders of the requisite proportion
of Outstanding Securities of that series have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other action, and for that purpose the Outstanding Securities of that series
shall be computed as of the record date; provided, however, that no such
authorization, agreement or consent by such Securityholders on the record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date.

            SECTION 8.02 Proof of Execution by Securityholders.

            Subject to the provisions of Section 7.01, proof of the execution of
any instrument by a Securityholder (such proof will not require notarization) or
his agent or proxy and proof of the holding by any Person of any of the
Securities shall be sufficient if made in the following manner:

            (a) The fact and date of the execution by any such Person of any
instrument may be proved in any reasonable manner acceptable to the Trustee.

            (b) The ownership of Securities shall be proved by the Security
Register of such Securities or by a certificate of the Security Registrar
thereof.


                                       47
<PAGE>   56
            (c) The Trustee may require such additional proof of any matter
referred to in this Section as it shall deem necessary.

            SECTION 8.03  Who May be Deemed Owners.

            Prior to the due presentment for registration of transfer of any
Security, the Company, the Trustee, any Paying Agent and any Security Registrar
may deem and treat the Person in whose name such Security shall be registered
upon the books of the Company as the absolute owner of such Security (whether or
not such Security shall be overdue and notwithstanding any notice of ownership
or writing thereon made by anyone other than the Security Registrar) for the
purpose of receiving payment of or on account of the principal of, premium, if
any, and (subject to Section 2.03) interest on such Security and for all other
purposes; and neither the Company nor the Trustee nor any Paying Agent nor any
Security Registrar shall be affected by any notice to the contrary.

            SECTION 8.04  Certain Securities Owned by Company Disregarded.

            In determining whether the holders of the requisite aggregate
principal amount of Securities of a particular series have concurred in any
direction, consent of waiver under this Indenture, the Securities of that series
that are owned by the Company or any other obligor on the Securities of that
series or by any Person directly or indirectly controlling or controlled by or
under common control with the Company or any other obligor on the Securities of
that series shall be disregarded and deemed not to be Outstanding for the
purpose of any such determination, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, consent
or waiver, only Securities of such series that the Trustee actually knows are so
owned shall be so disregarded. The Securities so owned that have been pledged in
good faith may be regarded as Outstanding for the purposes of this Section, if
the pledgee shall establish to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Securities and that the pledgee is not a
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other obligor. In case of a
dispute as to such right, any decision by the Trustee taken upon the advice of
counsel shall be full protection to the Trustee.

            SECTION 8.05  Actions Binding on Future Securityholders.

            At any time prior to (but not after) the evidencing to the Trustee,
as provided in Section 8.01, of the taking of any action by the holders of the
majority or percentage in aggregate principal amount of the Securities of a
particular series specified in this Indenture in connection with such action,
any holder of a Security of that series that is shown by the evidence to be
included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee, and upon proof of holding as
provided in Section 8.02, revoke such action so far as concerns such Security.
Except as aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon


                                       48
<PAGE>   57
all future holders and owners of such Security, and of any Security issued in
exchange therefor, on registration of transfer thereof or in place thereof,
irrespective of whether or not any notation in regard thereto is made upon such
Security. Any action taken by the holders of the majority or percentage in
aggregate principal amount of the Securities of a particular series specified in
this Indenture in connection with such action shall be conclusively binding upon
the Company, the Trustee and the holders of all the Securities of that series.


                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

            SECTION 9.01  Supplemental Indentures Without the Consent of
Securityholders.

            In addition to any supplemental indenture otherwise authorized by
this Indenture, the Company and the Trustee may from time to time and at any
time enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as then in effect), without
the consent of the Securityholders, for one or more of the following purposes:

                  (1) to cure any ambiguity, defect, or inconsistency herein,
      in the Securities of any series;

                  (2) to comply with Article Ten;

                  (3) to provide for uncertificated Securities in addition to
      or in place of certificated Securities;

                  (4) to add to the covenants of the Company for the benefit of
      the holders of all or any Series of Securities (and if such covenants are
      to be for the benefit of less than all series of Securities, stating that
      such covenants are expressly being included solely for the benefit of such
      series) or to surrender any right or power herein conferred upon the
      Company;

                  (5) to add to, delete from, or revise the conditions,
      limitations, and restrictions on the authorized amount, terms, or purposes
      of issue, authentication, and delivery of Securities, as herein set forth;

                  (6) to make any change that does not adversely affect the
      rights of any Securityholder in any material respect;


                                       49
<PAGE>   58
                  (7) to provide for the issuance of and establish the form and
      terms and conditions of the Securities of any series as provided in
      Section 2.01, to establish the form of any certifications required to be
      furnished pursuant to the terms of this Indenture or any series of
      Securities, or to add to the rights of the holders of any series of
      Securities;

                  (8) to add to the covenants of the Company for the benefit of
      the holders of all or any series of Securities (and if such covenants are
      to be for the benefit of less than all series of Securities, stating that
      such covenants are expressly being included solely for the benefit of such
      series) or to surrender any right or power herein conferred upon the
      Company;

                  (9) to add any additional Events of Default for the benefit of
      the holders of all or any series of Securities (and if such additional
      Events of Default are to be for the benefit of less than all series of
      Securities, stating that such additional Events of Default are expressly
      being included solely for the benefit of such series);

                  (10) to add to or change any of the provisions of this
      Indenture to such extent as shall be necessary to permit or facilitate the
      issuance of Securities in uncertificated form;

                  (11) to add to, change or eliminate any of the provisions of
      this Indenture in respect of one or more series of Securities, provided
      that any such addition, change or elimination (A) shall neither (i) apply
      to any Security of any series created prior to the execution of such
      supplemental indenture and entitled to the benefit of such provision nor
      (ii) modify the rights of the holder of any such Security with respect to
      such provision or (B) shall become effective only when there is no such
      Security Outstanding;

                  (12) to secure the Securities; or

                  (13) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, pursuant
      to the requirements of Section 7.11.

            The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, and to make any further
appropriate agreements and stipulations that may be therein contained, but the
Trustee shall not be obligated to enter into


                                       50
<PAGE>   59
any such supplemental indenture that affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

            Any supplemental indenture authorized by the provisions of this
Section may be executed by the Company and the Trustee without the consent of
the holders of any of the Securities at the time Outstanding, notwithstanding
any of the provisions of Section 9.02.

            SECTION 9.02 Supplemental Indentures With Consent of
Securityholders.

            With the consent (evidenced as provided in Section 8.01) of the
holders of not less than a majority in aggregate principal amount of the
Securities of each series affected by such supplemental indenture or indentures
at the time Outstanding, the Company, when authorized by Board Resolutions, and
the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect) for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying in any manner not
covered by Section 9.01 the rights of the holders of the Securities of such
series under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the holders of each Security then
Outstanding and affected thereby, (i) extend the fixed maturity of any
Securities of any series, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce any premium
payable upon the redemption thereof; (ii) reduce the amount of principal of an
Original Issue Discount Security or any other Security payable upon acceleration
of the maturity thereof pursuant to Section 6.01(b); (iii) change the currency
in which any Security or any premium or interest is payable; (iv) impair the
right to enforce any payment on or with respect to any Security; (v) adversely
change the right to convert or exchange, including decreasing the conversion
rate or increasing the conversion price of, such Security (if applicable); (vi)
reduce the percentage in principal amount of outstanding Securities of any
series, the consent of whose holders is required for modification or amendment
of this Indenture or for waiver of compliance with certain provisions of this
Indenture or for waiver of certain defaults; (vii) reduce the requirements
contained in this Indenture for quorum or voting; or (viii) modify any of the
above provisions; provided, further, that if the Securities of such series are
held by a MetLife Trust or a trustee of such Trust, such supplemental indenture
shall not be effective until the holders of not less than a majority in
liquidation preference of Trust Securities of the applicable MetLife Trust shall
have consented to such supplemental indenture; and, provided, further, that if
the consent of the holder of each outstanding Security is required, such
supplemental indenture shall not be effective until each holder of the Trust
Securities of the applicable MetLife Trust shall have consented to such
supplemental indenture.

            It shall not be necessary for the consent of the Securityholders of
any series affected thereby under this Section to approve the particular form of
any proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.


                                       51
<PAGE>   60
            SECTION 9.03 Effect of Supplemental Indentures.

            Upon the execution of any supplemental indenture pursuant to the
provisions of this Article or of Article X, this Indenture shall, with respect
to such series, be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company and the holders
of Securities of the series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

            SECTION 9.04  Securities Affected by Supplemental Indentures.

            Securities of any series, affected by a supplemental indenture,
authenticated and delivered after the execution of such supplemental indenture
pursuant to the provisions of this Article or of Article X, may bear a notation
in form approved by the Company, provided such form meets the requirements of
any exchange upon which such series may be listed, as to any matter provided for
in such supplemental indenture. If the Company shall so determine, new
Securities of that series so modified as to conform, in the opinion of the Board
of Directors of the Company, to any modification of this Indenture contained in
any such supplemental indenture may be prepared by the Company, authenticated by
the Trustee and delivered in exchange for the Securities of that series then
Outstanding.

            SECTION 9.05 Execution of Supplemental Indentures.

            Upon the request of the Company, accompanied by its Board
Resolutions authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Securityholders
required to consent thereto as aforesaid, the Trustee shall join with the
Company in the execution of such supplemental indenture unless such supplemental
indenture affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may, in its discretion, but
shall not be obligated to, enter into such supplemental indenture. The Trustee,
subject to the provisions of Section 7.01, may receive an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant to this
Article is authorized or permitted by, and conforms to, the terms of this
Article and that it is proper for the Trustee under the provisions of this
Article to join in the execution thereof; provided, however, that such Opinion
of Counsel need not be provided in connection with the execution of a
supplemental indenture that establishes the terms of a series of Securities
pursuant to Section 2.01 hereof.

            Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first class postage prepaid, a notice, setting forth in
general terms the substance of such supplemental indenture, to the
Securityholders of all series affected thereby as their names and


                                       52
<PAGE>   61
addresses appear upon the Security Register. Any failure of the Trustee to mail
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture.


                                    ARTICLE X

                       CONSOLIDATION, MERGER, CONVEYANCE,
                                TRANSFER OR LEASE

            SECTION 10.01  When the Company May Consolidate, Merge, Etc.

            The Company may not (a) merge with or into or consolidate with, or
(b) sell, assign, transfer, lease or convey all or substantially all of its
properties and assets to, any Person other than, with respect to this clause
(b), a direct or indirect wholly-owned subsidiary of the Company, and no Person
shall (x) merge with or into or consolidate with the Company, or (y) except for
any direct or indirect wholly-owned subsidiary of the Company, sell, assign,
transfer, lease or convey all or substantially all of its properties and assets
to the Company, unless:

            (a) the Company is the surviving corporation or the Person formed by
or surviving such merger or consolidation or to which such sale, assignment,
transfer, lease or conveyance shall have been made (the "Successor"), if other
than the Company, shall expressly assume by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, all
the obligations of the Company under the Securities, this Indenture, the Common
Securities Guarantee and the Preferred Securities Guarantee;

            (b) immediately after giving effect to such transaction, no default
or Event of Default shall have occurred and be continuing;

            (c) if at the time any Preferred Securities are outstanding, such
transaction is not prohibited under the Declaration and the Preferred Securities
Guarantee; and

            (d) the Company delivers to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that such supplemental indenture comply with
this Indenture.

            The Successor will be the successor to the Company, and will be
substituted for, and may exercise every right and power and become the obligor
on the Securities with the same effect as if the Successor had been named as the
Company herein but, in the case of a sale, assignment, transfer, lease or
conveyance of all or substantially all of the properties and assets of the
Company, the predecessor Company will not be released from its obligations to
pay the principal of, premium, if any, and interest on the Securities.


                                       53
<PAGE>   62
                                   ARTICLE XI

                           SATISFACTION AND DISCHARGE

            SECTION 11.01 Satisfaction and Discharge of Indenture.

            If at any time: (a) the Company shall have delivered to the Trustee
for cancellation all Securities of a series theretofore authenticated (other
than any Securities that shall have been destroyed, lost or stolen and that
shall have been replaced or paid as provided in Section 2.07) and Securities for
whose payment money or Governmental Obligations have theretofore been deposited
in trust or segregated and held in trust by the Company (and thereupon repaid to
the Company or discharged from such trust, as provided in Section 11.05); or (b)
all such Securities of a particular series not theretofore delivered to the
Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Company shall deposit or cause to be
deposited with the Trustee as trust funds the entire amount in moneys or
Governmental Obligations sufficient or a combination thereof, sufficient in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay at
maturity or upon redemption all Securities of that series not theretofore
delivered to the Trustee for cancellation, including principal, and premium, if
any, and interest due or to become due to such date of maturity or date fixed
for redemption, as the case may be, and if the Company shall also pay or cause
to be paid all other sums payable hereunder with respect to such series by the
Company then this Indenture shall thereupon cease to be of further effect with
respect to such series except for the provisions of Sections 2.03, 2.05, 2.07,
4.01, 4.02, 4.03 and 7.10, that shall survive until the date of maturity or
redemption date, as the case may be, and Sections 7.06 and 11.05, that shall
survive to such date and thereafter, and the Trustee, on demand of the Company
and at the cost and expense of the Company shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture with respect to
such series.

            SECTION 11.02 Discharge of Obligations.

            If at any time all such Securities of a particular series not
heretofore delivered to the Trustee for cancellation or that have not become due
and payable as described in Section 11.01 shall have been paid by the Company by
depositing irrevocably with the Trustee as trust funds money in U.S. dollars
sufficient or an amount of non-callable Governmental Obligations, the principal
of and interest on which when due, will be sufficient or a combination thereof,
sufficient in the opinion of a nationally recognized firm of independent
accountants expressed in a written certification thereof delivered to the
Trustee, to pay at maturity or upon redemption all such Securities of that
series not theretofore delivered to the Trustee for cancellation, including
principal, and premium, if any, and interest due or to become due to such date
of maturity or date fixed for redemption, as the case may be, and if the Company
shall also pay


                                       54
<PAGE>   63
or cause to be paid all other sums payable hereunder by the Company with respect
to such series, then after the date such moneys or Governmental Obligations, as
the case may be, are deposited with the Trustee the obligations of the Company
under this Indenture with respect to such series shall cease to be of further
effect except for the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03,
7.06, 7.10 and 11.05 hereof that shall survive until such Securities shall
mature and be paid. Thereafter, Sections 7.06 and 11.05 shall survive.

            SECTION 11.03 Deposited Moneys to be Held in Trust.

            All moneys or Governmental Obligations deposited with the Trustee
pursuant to Sections 11.01 or 11.02 shall be held in trust and shall be
available for payment as due, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent), to the holders of the
particular series of Securities for the payment or redemption of which such
moneys or Governmental Obligations have been deposited with the Trustee.

            SECTION 11.04  Payment of Moneys Held by Paying Agents.

            In connection with the satisfaction and discharge of this Indenture
all moneys or Governmental Obligations then held by any Paying Agent under the
provisions of this Indenture shall, upon demand of the Company, be paid to the
Trustee and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys or Governmental Obligations.

            SECTION 11.05 Repayment to Company.

            Any moneys or Governmental Obligations deposited with any Paying
Agent or the Trustee, or then held by the Company, in trust for payment of
principal of or premium or interest on the Securities of a particular series
that are not applied but remain unclaimed by the holders of such Securities for
at least two years after the date upon which the principal of, and premium, if
any, or interest on such Securities shall have respectively become due and
payable, shall be repaid to the Company on May 31 of each year or (if then held
by the Company) shall be discharged from such trust; and thereupon the Paying
Agent and the Trustee shall be released from all further liability with respect
to such moneys or Governmental Obligations, and the holder of any of the
Securities entitled to receive such payment shall thereafter, as an unsecured
general creditor, look only to the Company for the payment thereof.


                                       55
<PAGE>   64
                                   ARTICLE XII

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

            SECTION 12.01 No Recourse.

            No recourse under or upon any obligation, covenant or agreement of
this Indenture, or of any Security, or for any claim based thereon or otherwise
in respect thereof, shall be had against any incorporator, stockholder, officer
or director, past, present or future as such, of the Company or of any
predecessor or successor corporation, either directly or through the Company or
any such predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that this Indenture and the
obligations issued hereunder are solely corporate obligations, and that no such
personal liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers or directors as such, of the Company or of
any predecessor or successor corporation, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture and
the issuance of such Securities.


                                  ARTICLE XIII

                       DEFEASANCE AND COVENANT DEFEASANCE

            SECTION 13.01  Company's Option to Effect Defeasance or Covenant
Defeasance.

            The Company may elect, at its option at any time, to have Section
13.02 or Section 13.03 applied to any Securities or any series of Securities, as
the case may be, designated pursuant to Section 2.01 as being defeasible
pursuant to such Sections 13.02 or 13.03, in accordance with any applicable
requirements provided pursuant to Section 2.01 and upon compliance with the
conditions set forth below in this Article. Any such election shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
2.01 for such Securities.


                                       56
<PAGE>   65
            SECTION 13.02 Defeasance and Discharge.

            Upon the Company's exercise of its option (if any) to have this
Section applied to any Securities or any series of Securities, as the case may
be, the Company shall be deemed to have been discharged from its obligations
with respect to such Securities as provided in this Section on and after the
date the conditions set forth in Section 13.04 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by such
Securities and to have satisfied all its other obligations under such Securities
and this Indenture insofar as such Securities are concerned (and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated
or discharged hereunder: (1) the rights of holders of such Securities to
receive, solely from the trust fund described in Section 13.04 and as more fully
set forth in such Section, payments in respect of the principal of and any
premium and interest on such Securities when payments are due, (2) the Company's
obligations with respect to such Securities under Sections 2.05, 2.06, 2.07,
4.01, 4.02 and 4.03, (3) the rights, powers, trusts, duties and immunities of
the Trustee hereunder and (4) this Article. Subject to compliance with this
Article, the Company may exercise its option (if any) to have this Section
applied to any Securities notwithstanding the prior exercise of its option (if
any) to have Section 13.03 applied to such Securities.

            SECTION 13.03 Covenant Defeasance.

            Upon the Company's exercise of its option (if any) to have this
Section applied to any Securities or any series of Securities, as the case may
be, (1) the Company shall be released from its obligations under Article X,
Section 4.06, and any covenants provided pursuant to Sections 2.01(16), 9.01(4)
or 9.01(7) for the benefit of the holders of such Securities and (2) the
occurrence of any event specified in Sections 6.01(3) (with respect to any of
Article X, Section 4.06, and any such covenants provided pursuant to Sections
2.01(16), 9.01(4) or 9.01(7)), 6.01(a)(7) and 6.01(a)(8) shall be deemed not to
be or result in an Event of Default, in each case with respect to such
Securities as provided in this Section on and after the date the conditions set
forth in Section 13.04 are satisfied (hereinafter called "Covenant Defeasance").
For this purpose, such Covenant Defeasance means that, with respect to such
Securities, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such specified
Section (to the extent so specified in the case of Section 6.01(3)), whether
directly or indirectly by reason of any reference elsewhere herein to any such
Section or by reason of any reference in any such Section to any other provision
herein or in any other document, but the remainder of this Indenture and such
Securities shall be unaffected thereby.


                                       57
<PAGE>   66
            SECTION 13.04 Conditions to Defeasance or Covenant Defeasance.

            The following shall be the conditions to the application of Section
13.02 or Section 13.03 to any Securities or any series of Securities, as the
case may be:

            (1) The Company shall irrevocably have deposited or caused to be
      deposited with the Trustee (or another trustee which satisfies the
      requirements contemplated by Section 7.09 and agrees to comply with the
      provisions of this Article applicable to it) as trust funds in trust for
      the purpose of making the following payments, specifically pledged as
      security for, and dedicated solely to, the benefits of the holders of such
      Securities, (A) money in an amount, or (B) Government Obligations which
      through the scheduled payment of principal and interest in respect thereof
      in accordance with their terms will provide, not later than one day before
      the due date of any payment, money in an amount, or (C) a combination
      thereof, in each case sufficient, in the opinion of a nationally
      recognized firm of independent public accountants expressed in a written
      certification thereof delivered to the Trustee, to pay and discharge, and
      which shall be applied by the Trustee (or any such other qualifying
      trustee) to pay and discharge, the principal of and any premium and
      interest on such Securities on the respective Stated Maturities, in
      accordance with the terms of this Indenture and such Securities.

            (2) In the event of an election to have Section 13.02 apply to any
      Securities or any series of Securities, as the case may be, the Company
      shall have delivered to the Trustee an Opinion of Counsel stating that (A)
      the Company has received from, or there has been published by, the
      Internal Revenue Service a ruling or (B) since the date of this Indenture,
      there has been a change in the applicable federal income tax law, in
      either case (A) or (B) to the effect that, and based thereon such opinion
      shall confirm that, the holders of such Securities will not recognize gain
      or loss for federal income tax purposes as a result of the deposit,
      Defeasance and discharge to be effected with respect to such Securities
      and will be subject to federal income tax on the same amount, in the same
      manner and at the same times as would be the case if such deposit,
      Defeasance and discharge were not to occur.

            (3) In the event of an election to have Section 13.03 apply to any
      Securities or any series of Securities, as the case may be, the Company
      shall have delivered to the Trustee an Opinion of Counsel to the effect
      that the holders of such Securities will not recognize gain or loss for
      federal income tax purposes as a result of the deposit and Covenant
      Defeasance to be effected with respect to such Securities and will be
      subject to federal income tax on the same amount, in the same manner and
      at the same times as would be the case if such deposit and Covenant
      Defeasance were not to occur.


                                       58
<PAGE>   67
            (4) The Company shall have delivered to the Trustee an Officers'
      Certificate to the effect that it has been informed by the relevant
      securities exchange(s) that neither such Securities nor any other
      Securities of the same series, if then listed on any securities exchange,
      will be delisted as a result of such deposit.

            (5) No event which is, or after notice or lapse of time or both
      would become, an Event of Default with respect to such Securities or any
      other Securities shall have occurred and be continuing at the time of such
      deposit or, with regard to any such event specified in Sections 6.01(a)(5)
      and 6.01(a)(6), at any time on or prior to the 90th day after the date of
      such deposit (it being understood that this condition shall not be deemed
      satisfied until after such 90th day).

            (6) Such Defeasance or Covenant Defeasance shall not result in a
      breach or violation of, or constitute a default under, any indenture or
      other agreement or instrument for borrowed money, pursuant to which in
      excess of $100,000,000 principal amount is then outstanding, to which the
      Company is a party or by which it is bound.

            (7) Such Defeasance or Covenant Defeasance shall not result in the
      trust arising from such deposit constituting an investment company within
      the meaning of the Investment Company Act unless such trust shall be
      registered under such Act or exempt from registration thereunder.

            (8) The Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent with respect to such Defeasance or Covenant Defeasance have been
      complied with.

            SECTION 13.05 Deposited Money and Government Obligations to Be Held
in Trust; Miscellaneous Provisions.

            Subject to the provisions of Section 4.03(d), all money and
Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section and
Section 13.06, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 13.04 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.

            The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the Government Obligations
deposited pursuant to


                                       59
<PAGE>   68
Section 13.04 or the principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the
holders of Outstanding Securities.

            Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon request of
the Company any money or Government Obligations held by it as provided in
Section 13.04 with respect to any Securities which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect the
Defeasance or Covenant Defeasance, as the case may be, with respect to such
Securities.

            SECTION 13.06  Reinstatement.

            If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Sections 13.02 or 13.03 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 13.05 with respect to such
Securities in accordance with this Article; provided, however, that if the
Company makes any payment of principal of or any premium or interest on any such
Security following such reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the holders of such Securities to receive
such payment from the money so held in trust.


                                   ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

            SECTION 14.01 Effect on Successors and Assigns.

            All the covenants, stipulations, promises and agreements in this
Indenture contained by or on behalf of the Company shall bind their respective
successors and assigns, whether so expressed or not.

            SECTION 14.02 Actions by Successor.

            Any act or proceeding by any provision of this Indenture authorized
or required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
corresponding board, committee or officer of any corporation that shall at the
time be the lawful sole successor of the Company.


                                       60
<PAGE>   69
            SECTION 14.03 Surrender of Company Powers.

            The Company by instrument in writing executed by authority of 2/3
(two- thirds) of its Board of Directors and delivered to the Trustee may
surrender any of the powers reserved to the Company, and thereupon such power so
surrendered shall terminate both as to the Company and as to any successor
corporation.

            SECTION 14.04  Notices.

            Except as otherwise expressly provided herein any notice or demand
that by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the holders of Securities to or on the Company may
be given or served by being deposited first class postage prepaid in a
post-office letterbox addressed (until another address is filed in writing by
the Company with the Trustee), as follows: MetLife, Inc., One Madison Avenue,
New York, New York 10010-10036, Attention: Treasurer, with copies of any notice
of an Event of Default to the attention of the General Counsel at the same
address. Any notice, election, request or demand by the Company or any
Securityholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at the Corporate
Trust Office of the Trustee.

            SECTION 14.05 Governing Law.

            This Indenture and each Security shall be deemed to be a contract
made under the internal laws of the State of New York, and for all purposes
shall be construed in accordance with the laws of said State.

            SECTION 14.06 Treatment of Securities as Debt.

            It is intended that the Securities will be treated as indebtedness
and not as equity for federal income tax purposes. The provisions of this
Indenture shall be interpreted to further this intention.

            SECTION 14.07 Compliance Certificates and Opinions.

            (a) Upon any application or demand by the Company to the Trustee to
take any action under any of the provisions of this Indenture, the Company,
shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.


                                       61
<PAGE>   70
            (b) Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
in this Indenture shall include (1) a statement that the Person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such Person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

            SECTION 14.08 Payments on Business Days.

            Except as provided pursuant to Section 2.01 pursuant to a Board
Resolution, and as set forth in an Officers' Certificate, or established in one
or more indentures supplemental to this Indenture, in any case where the date
of maturity of interest or principal of any Security or the date of redemption
of any Security shall not be a Business Day, then payment of interest or
principal, and premium, if any, may be made on the next succeeding Business Day
with the same force and effect as if made on the nominal date of maturity or
redemption, and no interest shall accrue for the period after such nominal date.

            SECTION 14.09  Conflict with Trust Indenture Act.

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

            SECTION 14.10  Counterparts.

            This Indenture may be executed in any number of counterparts, each
of which shall be an original, but such counterparts shall together constitute
but one and the same instrument.

            SECTION 14.11  Separability.

            In case any one or more of the provisions contained in this
Indenture or in the Securities of any series shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Indenture or of
such Securities, but this Indenture and such Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.


                                       62
<PAGE>   71
            SECTION 14.12  Assignment.

            The Company will have the right at all times to assign any of its
rights or obligations under this Indenture to a direct or indirect wholly owned
subsidiary of the Company, provided that, in the event of any such assignment,
the Company, will remain liable for all such obligations. Subject to the
foregoing, the Indenture is binding upon and inures to the benefit of the
parties thereto and their respective successors and assigns. This Indenture may
not otherwise be assigned by the parties thereto.

            SECTION 14.13 Acknowledgment of Rights.

            The Company acknowledges that, with respect to any Securities held
by a MetLife Trust or a trustee of such Trust, if the Property Trustee of such
Trust fails to enforce its rights under this Indenture as the holder of the
series of Securities held as the assets of such MetLife Trust, any holder of
Preferred Securities may institute legal proceedings directly against the
Company to enforce such Property Trustee's rights under this Indenture without
first instituting any legal proceedings against such Property Trustee or any
other person or entity. Notwithstanding the foregoing, if an Event of Default
has occurred and is continuing and such event is attributable to the failure of
the Company to pay interest or principal on the applicable series of Securities
on the date such interest or principal is otherwise payable (or in the case of
redemption, on the redemption date), the Company acknowledges that 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 applicable series
of Securities having a principal amount equal to the aggregate liquidation
amount of the Preferred Securities of such holder as determined after the
respective due date specified in the applicable series of Securities.


                                   ARTICLE XV

                           SUBORDINATION OF SECURITIES

            SECTION 15.01 Agreement to Subordinate.

            The Company covenants and agrees, and each holder of Securities
issued hereunder and under any supplemental indenture or by any resolutions by
the Board of Directors ("Additional Provisions") by such holder's acceptance
thereof likewise covenants and agrees, that all Securities shall be issued
subject to the provisions of this Article Fifteen; and each holder of a
Security, whether upon original issue or upon transfer or assignment thereof,
accepts and agrees to be bound by such provisions.

            The payment by the Company of the principal of, premium, if any, and
interest on all Securities issued hereunder and under any Additional Provisions
shall, to the extent and in the manner hereinafter set forth, be subordinate in
right of payment to the prior payment in


                                       63
<PAGE>   72
full of all Senior Indebtedness of the Company, whether outstanding at the date
of this Indenture or thereafter incurred.

            No provision of this Article Fifteen shall prevent the occurrence of
any default or Event of Default hereunder.

            SECTION 15.02 Default on Senior Indebtedness.

            In the event and during the continuation of any default by the
Company in the payment of principal, premium, interest or any other payment due
on any Senior Indebtedness of the Company, as the case may be, or in the event
that the maturity of any Senior Indebtedness of the Company, as the case may be,
has been accelerated because of a default, then, in either case, no payment
shall be made by the Company with respect to the principal (including redemption
and sinking fund payments) of, or premium, if any, or interest on the
Securities.

            In the event that, notwithstanding the foregoing, any payment shall
be received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 15.02, before all Senior Indebtedness is paid in full,
such payment shall be held in trust for the benefit of, and shall be paid over
or delivered to, the holders of Senior Indebtedness or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Indebtedness may have been issued, as their respective
interests may appear.

            SECTION 15.03  Liquidation; Dissolution; Bankruptcy.

            Upon any payment by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or liquidation or reorganization of
the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership, general assignment, marshaling of any assets or liabilities for
the benefit of creditors or other proceedings, all amounts due upon all Senior
Indebtedness of the Company shall first be paid in full, or payment thereof
provided for in money in accordance with its terms, before any payment is made
by the Company on account of the principal, and premium, if any, or interest on
the Securities; and upon any such dissolution or winding-up or liquidation or
reorganization, any payment by the Company, or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
which the holders or the Trustee would be entitled to receive from the Company,
except for the provisions of this Article Fifteen, shall be paid by the Company
or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other
Person making such payment or distribution, or by the holders or by the Trustee
under the Indenture if received by them or it, directly to the holders of Senior
Indebtedness of the Company (pro rata to such holders on the basis of the
respective amounts of Senior Indebtedness held by such holders, as calculated by
the Company) or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing such
Senior Indebtedness may have been issued, as their respective interests may
appear, to the extent necessary to pay such


                                       64
<PAGE>   73
Senior Indebtedness in full, in money or money's worth, after giving effect to
any concurrent payment or distribution to or for the holders of such Senior
Indebtedness, before any payment or distribution is made to the holders or to
the Trustee.

            In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee before all Senior Indebtedness of the Company is paid in full, or
provision is made for such payment in money in accordance with its terms, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of such Senior Indebtedness or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness
may have been issued, and their respective interests may appear, as calculated
by the Company, for application to the payment of all Senior Indebtedness of the
Company, as the case may be, remaining unpaid to the extent necessary to pay
such Senior Indebtedness in full in money in accordance with its terms, after
giving effect to any concurrent payment or distribution to or for the benefit of
the holders of such Senior Indebtedness.

            For purposes of this Article Fifteen, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article Fifteen with
respect to the Securities to the payment of all Senior Indebtedness of the
Company, as the case may be, that may at the time be outstanding, provided that
(i) such Senior Indebtedness is assumed by the new corporation, if any,
resulting from any such reorganization or readjustment, and (ii) the rights of
the holders of such Senior Indebtedness are not, without the consent of such
holders, altered by such reorganization or readjustment. The consolidation of
the Company with, or the merger of the Company into, another corporation or the
liquidation or dissolution of the Company following the conveyance or transfer
of its property as an entirety, or substantially as an entirety, to another
corporation upon the terms and conditions provided for in Article Ten of this
Indenture shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section 15.03 if such other corporation
shall, as a part of such consolidation, merger, conveyance or transfer, comply
with the conditions stated in Article Ten of this Indenture. Nothing in Section
15.02 or in this Section 15.03 shall apply to claims of, or payments, the
Trustee under or pursuant to Section 7.06 of this Indenture.

            SECTION 15.04  Subrogation.

            Subject to the payment in full of all Senior Indebtedness of the
Company, the rights of the holders of the Securities shall be subrogated to the
rights of the holders of such Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company, as the case may
be, applicable to such Senior Indebtedness until the principal of, and


                                       65
<PAGE>   74
premium, if any and interest on the Securities shall be paid in full; and, for
the purposes of such subrogation, no payments or distributions to the holders of
such Senior Indebtedness of any cash, property or securities to which the
holders of the Securities or the Trustee would be entitled except for the
provisions of this Article Fifteen, and no payment over pursuant to the
provisions of this Article Fifteen to or for the benefit of the holders of such
Senior Indebtedness by holders of the Securities or the Trustee, shall, as
between the Company, its creditors other than holders of Senior Indebtedness of
the Company, and the holders of the Securities, be deemed to be a payment by the
Company to or on account of such Senior Indebtedness. It is understood that the
provisions of this Article Fifteen are and are intended solely for the purposes
of defining the relative rights of the holders of the Securities, on the one
hand, and the holders of such Senior Indebtedness on the other hand.

            Nothing contained in this Article Fifteen or elsewhere in this
Indenture, any Additional Provisions or in the Securities is intended to or
shall impair, as between the Company, its creditors other than the holders of
Senior Indebtedness of the Company, and the holders of the Securities, the
obligation of the Company, which is absolute and unconditional, to pay to the
holders of the Securities the principal of, and premium, if any and interest on
the Securities as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative rights of the
holders of the Securities and creditors of the Company, as the case may be,
other than the holders of Senior Indebtedness of the Company, as the case may
be, nor shall anything herein or therein prevent the Trustee or the holder of
any Security from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article Fifteen of the holders of such Senior Indebtedness in respect of cash,
property or securities of the Company, as the case may be, received upon the
exercise of any such remedy.

            Upon any payment or distribution of assets of the Company referred
to in this Article Fifteen, the Trustee, subject to the provisions of Article
Seven of this Indenture, and the holders shall be entitled to conclusively rely
upon any order or decree made by any court of competent jurisdiction in which
such dissolution, winding-up, liquidation or reorganization proceedings are
pending, or a certificate of the receiver, trustee in bankruptcy, liquidation
trustee, agent or other Person making such payment or distribution, delivered to
the Trustee or to the holders, for the purposes of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, as the case may be, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article Fifteen.

            SECTION 15.05 Trustee to Effectuate Subordination.

            Each holder of Securities by such holder's acceptance thereof
authorizes and directs the Trustee on such holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article Fifteen and appoints the Trustee such holder's attorney-in-fact for
any and all such purposes.


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<PAGE>   75
            SECTION 15.06 Notice by the Company.

            The Company shall give prompt written notice to a Responsible
Officer of the Trustee of any fact known to the Company that would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article Fifteen. Notwithstanding
the provisions of this Article Fifteen or any other provision of this Indenture
or any Additional Provisions, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment of
monies to or by the Trustee in respect of the Securities pursuant to the
provisions of this Article Fifteen, unless and until a Responsible Officer of
the Trustee shall have received written notice thereof from the Company or a
holder or holders of Senior Indebtedness or from any trustee therefor; and
before the receipt of any such written notice, the Trustee, subject to the
provisions of Article Six of this Indenture, shall be entitled in all respects
to assume that no such facts exist; provided, however, that if the Trustee shall
not have received the notice provided for in this Section 15.06 at least two
Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of, or premium, if any or interest on any debt security), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purposes for which they were received, and shall not be affected by any notice
to the contrary that may be received by it within two Business Days prior to
such date.

            The Trustee, subject to the provisions of Article Seven of this
Indenture, shall be entitled to conclusively rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Senior
Indebtedness of the Company, as the case may be (or a trustee on behalf of such
holder), to establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee on behalf of any such holder or holders. In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of such Senior Indebtedness to
participate in any payment or distribution pursuant to this Article Fifteen, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article Fifteen, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

            SECTION 15.07 Rights of the Trustee; Holders of Senior Indebtedness.

            The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article Fifteen in respect of any Senior Indebtedness
at any time held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture or any Additional Provisions shall
deprive the Trustee of any of its rights as such holder.


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<PAGE>   76
            With respect to the holders of Senior Indebtedness of the Company,
the Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article Fifteen, and no
implied covenants or obligations with respect to the holders of such Senior
Indebtedness shall be read into this Indenture or any Additional Provisions
against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty
to the holders of such Senior Indebtedness and, subject to the provisions of
Article Seven of this Indenture, the Trustee shall not be liable to any holder
of such Senior Indebtedness if it shall pay over or deliver to holders, the
Company or any other Person money or assets to which any holder of such Senior
Indebtedness shall be entitled by virtue of this Article Fifteen or otherwise.

            Nothing in this Article Fifteen shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.06.

            SECTION 15.08  Subordination May Not Be Impaired.

            No right of any present or future holder of any Senior Indebtedness
of the Company to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company, as the case may be, or by any act or failure to act, in good faith,
by any such holder of Securities, or by any noncompliance by the Company, as the
case may be, with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof that any such holder may have or otherwise
be charged with.

            Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness of the Company may, at any time
and from time to time, without the consent of or notice to the Trustee or the
holders of Securities, without incurring responsibility to the holders of
Securities and without impairing or releasing the subordination provided in this
Article Fifteen or the obligations hereunder of the holders of the Securities to
the holders of such Senior Indebtedness, do any one or more of the following:
(i) change the manner, place or terms of payment or extend the time of payment
of, or renew or alter, such Senior Indebtedness, or otherwise amend or
supplement in any manner such Senior Indebtedness or any instrument evidencing
the same or any agreement under which such Senior Indebtedness is outstanding;
(ii) sell, exchange, release or otherwise deal with any property pledged,
mortgaged or otherwise securing such Senior Indebtedness; (iii) release any
Person liable in any manner for the collection of such Senior Indebtedness; and
(iv) exercise or refrain from exercising any rights against the Company, as the
case may be, and any other Person.

            This instrument may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original. But all such
counterparts shall together constitute but one and the same instrument.


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<PAGE>   77
            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.

                                    METLIFE, INC.


                                    By: _________________________________
                                        Name:
                                        Title:


Attest:

__________________________
Name:
Title:

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


                                    By: _________________________________
                                        Name:
                                        Title:

Attest:

____________________________
Name:
Title:


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