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                                                                     Exhibit 4.8


                                  METLIFE, INC.

                                       AND

                          BANK ONE TRUST COMPANY, N.A.,
                           AS PURCHASE CONTRACT AGENT


                           PURCHASE CONTRACT AGREEMENT








                             Dated as of April   , 2000
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                                TABLE OF CONTENTS

                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1  Definitions...................................................   1
Section 1.2  Compliance Certificates and Opinions..........................  12
Section 1.3  Form of Documents Delivered to Agent..........................  12
Section 1.4  Acts of Holders; Record Dates.................................  13
Section 1.5  Notices.......................................................  14
Section 1.6  Notice to Holders; Waiver.....................................  16
Section 1.7  Effect of Headings and Table of Contents......................  16
Section 1.8  Successors and Assigns........................................  16
Section 1.9  Separability Clause...........................................  16
Section 1.10  Benefits of Agreement........................................  16
Section 1.11  Governing Law................................................  17
Section 1.12  Legal Holidays...............................................  17
Section 1.13  Counterparts.................................................  17
Section 1.14  Inspection of Agreement......................................  17

                                   ARTICLE II

                                CERTIFICATE FORMS

Section 2.1  Forms of Certificates Generally...............................  17
Section 2.2  Form of Agent's Certificate of Authentication.................  19

                                   ARTICLE III

                                    THE UNITS

Section 3.1  Title and Terms; Denominations................................  19
Section 3.2  Rights and Obligations Evidenced by the Certificates..........  19
Section 3.3  Execution, Authentication, Delivery and Dating................  20
Section 3.4  Temporary Certificates........................................  21
Section 3.5  Registration; Registration of Transfer and Exchange...........  21
Section 3.6  Book-Entry Interests..........................................  23
Section 3.7  Notices to Holders............................................  23
Section 3.8  Appointment of Successor Clearing Agency......................  24
Section 3.9  Definitive Certificates.......................................  24


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Section 3.10  Mutilated, Destroyed, Lost and Stolen Certificates...........  24
Section 3.11  Persons Deemed Owners........................................  25
Section 3.12  Cancellation.................................................  26
Section 3.13  Establishment of Stripped Units..............................  26
Section 3.14  Reestablishment of Normal Units..............................  28
Section 3.15  Transfer of Collateral upon Occurrence of Termination Event..  29
Section 3.16  No Consent to Assumption.....................................  30

                                   ARTICLE IV

                             THE CAPITAL SECURITIES

Section 4.1  Payment of Distribution; Rights to Distributions
             Preserved; Notice.............................................  30
Section 4.2  Notice and Voting.............................................  31
Section 4.3  Distribution of Debentures....................................  31

                                    ARTICLE V

                     THE PURCHASE CONTRACTS; THE REMARKETING

Section 5.1  Purchase of Shares of Common Stock............................  32
Section 5.2  Payment of Purchase Price; Remarketing........................  34
Section 5.3  Issuance of Shares of Common Stock............................  38
Section 5.4  Adjustment of Settlement Rate.................................  39
Section 5.5  Notice of Adjustments and Certain Other Events................  44
Section 5.6  Termination Event; Notice.....................................  45
Section 5.7  Early Settlement..............................................  45
Section 5.8  Early Settlement Upon Merger..................................  47
Section 5.9  Charges and Taxes.............................................  48
Section 5.10  No Fractional Shares.........................................  49

                                   ARTICLE VI

                                    REMEDIES

Section 6.1  Unconditional Right of Holders to Purchase Common Stock.......  49
Section 6.2  Restoration of Rights and Remedies............................  49
Section 6.3  Rights and Remedies Cumulative................................  50
Section 6.4  Delay or Omission Not Waiver..................................  50
Section 6.5  Undertaking for Costs.........................................  50
Section 6.6  Waiver of Stay or Extension Laws..............................  50


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                                   ARTICLE VII

                                    THE AGENT

Section 7.1  Certain Duties and Responsibilities...........................  51
Section 7.2  Notice of Default.............................................  52
Section 7.3  Certain Rights of Agent.......................................  52
Section 7.4  Not Responsible for Recitals or Issuance of Units.............  53
Section 7.5  May Hold Units................................................  53
Section 7.6  Money Held in Custody.........................................  53
Section 7.7  Compensation and Reimbursement................................  53
Section 7.8  Corporate Agent Required; Eligibility.........................  54
Section 7.9  Resignation and Removal; Appointment of Successor.............  54
Section 7.10  Acceptance of Appointment by Successor.......................  55
Section 7.11  Merger, Conversion, Consolidation or Succession to Business..  56
Section 7.12  Preservation of Information; Communications to Holders.......  56
Section 7.13  No Obligations of Agent......................................  57
Section 7.14  Tax Compliance...............................................  57

                                  ARTICLE VIII

                             SUPPLEMENTAL AGREEMENTS

Section 8.1  Supplemental Agreements Without Consent of Holders............  57
Section 8.2  Supplemental Agreements with Consent of Holders...............  58
Section 8.3  Execution of Supplemental Agreements..........................  59
Section 8.4  Effect of Supplemental Agreements.............................  59
Section 8.5  Reference to Supplemental Agreements..........................  59

                                   ARTICLE IX

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 9.1  Covenant Not to Merge, Consolidate, Sell or Convey
             Property Except Under Certain Conditions......................  60
Section 9.2  Rights and Duties of Successor Corporation....................  60
Section 9.3  Opinion of Counsel Given to Agent.............................  61


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                                    ARTICLE X

                                    COVENANTS

Section 10.1  Performance Under Purchase Contracts.........................  61
Section 10.2  Maintenance of Office or Agency..............................  61
Section 10.3  Company to Reserve Common Stock..............................  62
Section 10.4  Covenants as to Common Stock.................................  62
Section 10.5  Statements of Officer of the Company as to Default...........  62


EXHIBITS

EXHIBIT A     Form of Normal Units Certificate
EXHIBIT B     Form of Stripped Units Certificate
EXHIBIT C     Instruction from Purchase Contract Agent to Collateral Agent
EXHIBIT D     Instruction to Purchase Contract Agent
EXHIBIT E     Form of Remarketing Agreement


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           PURCHASE CONTRACT AGREEMENT, dated as of April, 2000, between
MetLife, Inc., a Delaware corporation (the "Company"), and Bank One Trust
Company, N.A., a national banking association, acting as purchase contract agent
for the Holders of Units from time to time (the "Agent").

                                    RECITALS

           The Company has duly authorized the execution and delivery of this
Agreement and the Certificates evidencing the Units.

           All things necessary to make the Purchase Contracts, when the
Certificates are executed by the Company and authenticated, executed on behalf
of the Holders and delivered by the Agent, as provided in this Agreement, the
valid obligations of the Company, and to constitute this Agreement a valid
agreement of the Company, in accordance with its terms, have been done.

                                   WITNESSETH:

           For and in consideration of the premises and the purchase of the
Units by the Holders thereof, it is mutually agreed as follows:

                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

           Section 1.1 Definitions. For all purposes of this Agreement, except
as otherwise expressly provided or unless the context otherwise requires:

           (a) the terms defined in this Article have the meanings assigned to
      them in this Article and include the plural as well as the singular; and
      nouns and pronouns of the masculine gender include the feminine and neuter
      genders;

           (b) all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with generally accepted accounting
      principles in the United States;

           (c) the words "herein," "hereof" and "hereunder" and other words of
      similar import refer to this Agreement as a whole and not to any
      particular Article, Section or other subdivision;
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           (d) the following terms have the meanings given to them in the
      Declaration: (i) Capital Securities Guarantee; (ii) Indenture and (iii)
      Liquidation Distribution; and

           (e) the following terms have the meanings given to them in this
      Section 1.1(e);

           "Act" when used with respect to any Holder, has the meaning specified
      in Section 1.4.

           "Affiliate" has the same meaning as given to that term in Rule 405 of
      the Securities Act or any successor rule thereunder.

           "Agent" means the Person named as the "Agent" in the first paragraph
      of this instrument until a successor Agent shall have become such pursuant
      to the applicable provisions of this Agreement, and thereafter "Agent"
      shall mean such Person.

           "Agent-purchased Treasury Consideration" has the meaning specified in
      Section 5.2(b)(i).

           "Agreement" means this instrument as originally executed or as it may
      from time to time be supplemented or amended by one or more agreements
      supplemental hereto entered into pursuant to the applicable provisions
      hereof.

           "Applicable Market Value" has the meaning specified in Section 5.1.

           "Bankruptcy Code" means title 11 of the United States Code, or any
      other law of the United States that from time to time provides a uniform
      system of bankruptcy laws.

           "Beneficial Owner" means, with respect to a Book-Entry Interest, a
      Person who is the beneficial owner of such Book-Entry Interest as
      reflected on the books of the Clearing Agency or on the books of a Person
      maintaining an account with such Clearing Agency (directly as a Clearing
      Agency Participant or as an indirect participant, in each case in
      accordance with the rules of such Clearing Agency).

           "Board of Directors" means either the Board of Directors of the
      Company or the Executive Committee of such Board or any other committee of
      such Board duly authorized to act generally or in any particular respect
      for the Board hereunder.

           "Board Resolution" means (i) a copy of a resolution certified by the
      Secretary or the 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, (ii) a copy



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      of a unanimous written consent of the Board of Directors or (iii) a
      certificate signed by the authorized officer or officers to whom the Board
      of Directors has delegated its authority, and in each case, delivered to
      the Agent.

           "Book-Entry Interest" means a beneficial interest in a Global
      Certificate, ownership and transfers of which shall be maintained and made
      through book entries by a Clearing Agency as described in Section 3.6.

           "Business Day" means any day that is not a Saturday, Sunday or day on
      which banking institutions and trust companies in The City of New York or
      at a place of payment are authorized or required by law, regulation or
      executive order to close.

           "Capital Securities" means the -% Capital Securities of the Trust,
      each having a stated liquidation amount of $50, representing, together
      with the Common Securities, undivided beneficial interests in the assets
      of the Trust.

           "Cash Merger" has the meaning set forth in Section 5.8.

           "Certificate" means a Normal Units Certificate or a Stripped Units
      Certificate.

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

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

           "Closing Price" has the meaning specified in Section 5.1.

           "Collateral" has the meaning specified in Section 2.1 of the Pledge
      Agreement.

           "Collateral Agent" means The Bank of New York, as Collateral Agent
      under the Pledge Agreement until a successor Collateral Agent shall have
      become such pursuant to the applicable provisions of the Pledge Agreement,
      and thereafter "Collateral Agent" shall mean the Person who is then the
      Collateral Agent thereunder.

           "Collateral Substitution" has the meaning specified in Section 3.13.



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<PAGE>   9
           "Common Securities" has the meaning specified in Section 7.1 of the
      Declaration.

           "Common Stock" means the common stock, par value $0.01 per share, of
      the Company.

           "Company" means the Person named as the "Company" in the first
      paragraph of this instrument until a successor shall have become such
      pursuant to the applicable provision of this Agreement, and thereafter
      "Company" shall mean such successor.

           "Constituent Person" has the meaning specified in Section 5.4(b).

           "Corporate Trust Office" means the principal corporate trust office
      of the Agent at which, at any particular time, its corporate trust
      business shall be administered, which office at the date hereof is located
      at One North State Street, 9th Floor, Chicago, Illinois 60602, except that
      for purposes of Section 10.2, such term shall mean the office or agency of
      the Agent in the Borough of Manhattan, The City of New York, which office
      at the date hereof is located at 14 Wall Street, 8th Floor, New York, New
      York 10005.

           "Coupon Rate" means the percentage rate per annum at which each
      Debenture will bear interest initially.

           "Current Market Price" has the meaning specified in Section
      5.4(a)(8).

           "Custodial Agent" means The Bank of New York, as Custodial Agent
      under the Pledge Agreement until a successor Custodial Agent shall have
      become such pursuant to the applicable provisions of the Pledge Agreement,
      and thereafter "Custodial Agent" shall mean the Person who is then the
      Custodial Agent thereunder.

           "Debentures" means the series of senior debt securities of the
      Company designated the -% Debentures due 2005, to be issued under the
      First Supplemental Indenture, dated as of the date hereof, between the
      Company and The Bank of New York, as trustee.

           "Declaration" means the Amended and Restated Declaration of Trust,
      dated April __, 2000, of MetLife Capital Trust I, among the Company, as
      the sponsor, the trustees named therein and the holders from time to time
      of undivided beneficial interests in the assets of the Trust.

           "Depositary" means, initially, DTC, until another Clearing Agency
      becomes its successor.



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

           "Early Settlement" has the meaning specified in Section 5.7(a).

           "Early Settlement Amount" has the meaning specified in Section
      5.7(a).

           "Early Settlement Date" has the meaning specified in Section 5.7(a).

           "Early Settlement Rate" has the meaning specified in Section 5.7(b).

           "Exchange Act" means the Securities Exchange Act of 1934 and any
      statute successor thereto, in each case as amended from time to time, and
      the rules and regulations promulgated thereunder.

           "Expiration Date" has the meaning specified in Section 1.4.

           "Expiration Time" has the meaning specified in Section 5.4(a)(6).

           "Failed Remarketing" has the meaning specified in Section 5.2(b)(ii).

           "First Supplemental Indenture" means the First Supplemental
      Indenture, dated as of April __, 2000, between the Company and The Bank of
      New York, as trustee.

           "Global Certificate" means a Certificate that evidences all or part
      of the Units and is registered in the name of a Depositary or a nominee
      thereof.

           "Global Capital Security Certificate" means a certificate evidencing
      the rights and obligations of a Holder in respect of the number of Capital
      Securities specified on such certificate and which is registered in the
      name of a Clearing Agency or a nominee thereof.

           "Holder" means the Person in whose name the Unit evidenced by a
      Normal Units Certificate and/or a Stripped Units Certificate is registered
      in the related Normal Units Register and/or the Stripped Units Register,
      as the case may be.

           "Indenture" means the Indenture, dated as of April __, 2000, between
      the Company and The Bank of New York, as trustee.

           "Indenture Trustee" means The Bank of New York, a New York banking
      corporation, as trustee under the Indenture and the First Supplemental
      Indenture, or any successor thereto.



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           "Issuer Order" or "Issuer Request" means a written order or request
      signed in the name of the Company by the Chief Executive Officer, the
      Chief Financial Officer, the President, any Vice-President, the Treasurer,
      any Assistant Treasurer, the Secretary or any Assistant Secretary (or
      other officer performing similar functions) of the Company and delivered
      to the Agent.

           "Merger Early Settlement" has the meaning specified in Section 5.8.

           "Merger Early Settlement Amount" has the meaning specified in Section
      5.8.

           "Merger Early Settlement Date" has the meaning specified in Section
      5.8.

           "NYSE" has the meaning specified in Section 5.1.

           "Normal Unit" means the collective rights and obligations of a Holder
      of a Normal Units Certificate in respect of a Capital Security or the
      appropriate Treasury Consideration, as the case may be, subject in each
      case to the Pledge thereof, and the related Purchase Contract.

           "Normal Units Certificate" means a certificate evidencing the rights
      and obligations of a Holder in respect of the number of Normal Units
      specified on such certificate, substantially in the form of Exhibit A
      hereto.

           "Normal Units Register" and "Normal Units Registrar" have the
      respective meanings specified in Section 3.5.

           "Officer's Certificate" means a certificate signed by the Chief
      Executive Officer, the Chief Financial Officer, the President, any
      Vice-President, the Treasurer, any Assistant Treasurer, the Secretary or
      any Assistant Secretary (or other officer performing similar functions) of
      the Company and delivered to the Agent.

           "Opinion of Counsel" means an opinion in writing signed by legal
      counsel, who may be an employee of or counsel to the Company or an
      Affiliate and who shall be reasonably acceptable to the Agent.

           "Opt-out Securities Treasury Consideration" has meaning specified in
      Section 5.2(b)(iv).

           "Outstanding" or "Outstanding Securities" means, as of the date of
      determination, all Normal Units or Stripped Units evidenced by
      Certificates theretofore authenticated, executed and delivered under this
      Agreement, except:



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                (i) If a Termination Event has occurred, (A) Stripped Units and
           (B) Normal Units for which the related Capital Security or the
           appropriate Treasury Consideration, or a Liquidation Distribution in
           respect of such Capital Security, as the case may be, has been
           theretofore deposited with the Agent in trust for the Holders of such
           Normal Units;

                (ii) Normal Units and Stripped Units evidenced by Certificates
           theretofore cancelled by the Agent or delivered to the Agent for
           cancellation or deemed cancelled pursuant to the provisions of this
           Agreement; and

                (iii) Normal Units and Stripped Units evidenced by Certificates
           in exchange for or in lieu of which other Certificates have been
           authenticated, executed on behalf of the Holder and delivered
           pursuant to this Agreement, other than any such Certificate in
           respect of which there shall have been presented to the Agent proof
           satisfactory to it that such Certificate is held by a bona fide
           purchaser in whose hands the Normal Units or Stripped Units evidenced
           by such Certificate are valid obligations of the Company;

      provided, that in determining whether the Holders of the requisite number
      of the Normal Units or Stripped Units have given any request, demand,
      authorization, direction, notice, consent or waiver hereunder, Normal
      Units or Stripped Units owned by the Company or any Affiliate of the
      Company shall be disregarded and deemed not to be outstanding, except
      that, in determining whether the Agent shall be protected in relying upon
      any such request, demand, authorization, direction, notice, consent or
      waiver, only Normal Units or Stripped Units which a Responsible Officer of
      the Agent knows to be so owned shall be so disregarded. Normal Units or
      Stripped Units so owned which have been pledged in good faith may be
      regarded as Outstanding Securities if the pledgee establishes to the
      satisfaction of the Agent the pledgee's right so to act with respect to
      such Normal Units or Stripped Units and that the pledgee is not the
      Company or any Affiliate of the Company.

           "Payment Date" means each February 15, May 15, August 15 and November
      15, commencing August 15, 2000.

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

           "Pledge" means the pledge under the Pledge Agreement of the Capital
      Securities, the Treasury Securities or the appropriate Treasury
      Consideration, in each case constituting a part of the Units, property,
      cash, securities, financial assets and security



                                       7
<PAGE>   13
      entitlements of the Collateral Agreement (as defined in the Pledge
      Agreement), the Debentures delivered to the Collateral Agent upon
      liquidation of the Trust, and any proceeds of any of the foregoing.

           "Pledge Agreement" means the Pledge Agreement, dated as of the date
      hereof, by and among the Company, the Collateral Agent, the Custodial
      Agent, the Securities Intermediary and the Agent, on its own behalf
      and as attorney-in-fact for the Holders from time to time of the Units.

           "Pledged Capital Securities" has the meaning set forth in the Pledge
      Agreement.

           "Pledged Treasury Consideration" has the meaning set forth in the
      Pledge Agreement.

           "Pledged Treasury Securities" has the meaning set forth in the Pledge
      Agreement.

           "Predecessor Certificate" means a Predecessor Normal Units
      Certificate or a Predecessor Stripped Units Certificate.

           "Predecessor Stripped Units Certificate" of any particular Stripped
      Units Certificate means every previous Stripped Units Certificate
      evidencing all or a portion of the rights and obligations of the Company
      and the Holder under the Stripped Units evidenced thereby; and, for the
      purposes of this definition, any Stripped Units Certificate authenticated
      and delivered under Section 3.10 in exchange for or in lieu of a
      mutilated, destroyed, lost or stolen Stripped Units Certificate shall be
      deemed to evidence the same rights and obligations of the Company and the
      Holder as the mutilated, destroyed, lost or stolen Stripped Units
      Certificate.

           "Predecessor Normal Units Certificate" of any particular Normal Units
      Certificate means every previous Normal Units Certificate evidencing all
      or a portion of the rights and obligations of the Company and the Holder
      under the Normal Units evidenced thereby; and, for the purposes of this
      definition, any Normal Units Certificate authenticated and delivered under
      Section 3.10 in exchange for or in lieu of a mutilated, destroyed, lost or
      stolen Normal Units Certificate shall be deemed to evidence the same
      rights and obligations of the Company and the Holder as the mutilated,
      destroyed, lost or stolen Normal Units Certificate.

           "Property Trustee" means The Bank of New York, as property trustee
      under the Declaration, or any successor thereto that is a financial
      institution unaffiliated with the Company.



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<PAGE>   14
           "Purchase Contract," when used with respect to any Unit, means the
      contract forming a part of such Unit and obligating the Company to sell
      and the Holder of such Unit to purchase Common Stock on the terms and
      subject to the conditions set forth in Article Five.

           "Purchase Contract Settlement Fund" has the meaning specified in
      Section 5.3.

           "Purchase Price" has the meaning specified in Section 5.1.

           "Purchased Shares" has the meaning specified in Section 5.4(a)(6).

           "Quarterly Payment Date" means each February 15, May 15, August 15
      and November 15 commencing August 15, 2000.

           "Record Date" for the distribution payable on any Payment Date means,
      as to any Global Certificate, the Business Day next preceding such Payment
      Date, and as to any other Certificate, a day selected by the Company which
      shall be more than one Business Day but less than 60 Business Days prior
      to such Payment Date.

           "Register" means the Normal Units Register and the Stripped Units
      Register.

           "Registrar" means the Normal Units Registrar and the Stripped Units
      Registrar.

           "Remarketing Agent" has the meaning specified in Section 5.2(b)(i).

           "Remarketing Agreement" means the Remarketing Agreement to be entered
      into by and among the Company, the Trust, the Remarketing Agent and the
      Agent.

           "Remarketing Date" means the third business day preceding February
      15, 2003.

           "Remarketing Fee" has the meaning specified in Section 5.2(b)(i).

           "Remarketing Value" has the meaning specified in Section 5.2(b)(i).

           "Reorganization Event" has the meaning specified in Section 5.4(b).

           "Responsible Officer" means, when used with respect to the Agent, any
      officer within the corporate trust department of the Agent (or any
      successor of the Agent), including any Vice President, any assistant Vice
      President, any assistant secretary, the treasurer, any assistant
      treasurer, any trust officer or any other officer of the Agent who
      customarily performs functions similar to those performed by the Persons
      who at



                                       9
<PAGE>   15
      the time shall be such officers, respectively, or to whom any corporate
      trust matter is referred because of such person's knowledge of and
      familiarity with the particular subject and who shall have direct
      responsibility for the administration of this Agreement.

           "Securities Act" means the Securities Act of 1933, as amended.

           "Securities Intermediary" means The Bank of New York, in its capacity
      as Securities Intermediary under the Pledge Agreement, together with its
      successors in such capacity.

           "Separate Capital Securities" has the meaning set forth in the Pledge
      Agreement.

           "Settlement Date" means any Early Settlement Date or Merger Early
      Settlement Date or the Stock Purchase Date.

           "Settlement Rate" has the meaning specified in Section 5.1.

           "Stated Amount" means, with respect to any one Capital Security,
      Normal Unit or, Stripped Unit or $50.

           "Stock Purchase Date" means May 15, 2003.

           "Stripped Unit" means the collective rights and obligations of a
      holder of a Stripped Units Certificate in respect of a 1/20 undivided
      beneficial interest in a Treasury Security, subject in each case to the
      Pledge thereof, and the related Purchase Contract.

           "Stripped Units Certificate" means a certificate evidencing the
      rights and obligations of a Holder in respect of the number of Stripped
      Units specified on such certificate, substantially in the form of Exhibit
      B hereto.

           "Stripped Units Register" and "Stripped Units Registrar" have the
      respective meanings specified in Section 3.5.

           "Subsequent Remarketing Date" means, provided there has been one or
      more Failed Remarketings, the date on which the Remarketing Agent has
      consummated a successful remarketing in accordance with Section 5.2
      hereof, such date in no event hereby later than four business days
      immediately preceding the Stock Purchase Date.

           "Termination Date" means the date, if any, on which a Termination
      Event occurs.


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<PAGE>   16
           "Termination Event" means the occurrence of any of the following
      events: (i) at any time on or prior to the Stock Purchase Date, a
      judgment, decree or court order shall have been entered granting relief
      under the Bankruptcy Code or any other similar Federal or state law,
      adjudicating the Company to be insolvent, or approving as properly filed a
      petition seeking reorganization or liquidation of the Company, and, unless
      such judgment, decree or order shall have been entered within 60 days
      prior to the Stock Purchase Date, such decree or order shall have
      continued undischarged and unstayed for a period of 60 days; or (ii) a
      judgment, decree or court order for the appointment of a receiver or
      liquidator or trustee or assignee in bankruptcy or insolvency of the
      Company or of its property, or for the winding up or liquidation of its
      affairs, shall have been entered, and, unless such judgment, decree or
      order shall have been entered within 60 days prior to the Stock Purchase
      Date, such judgment, decree or order shall have continued undischarged and
      unstayed for a period of 60 days, or (iii) at any time on or prior to the
      Stock Purchase Date the Company shall file a petition for relief under the
      Bankruptcy Code or any other similar federal or state law, or shall
      consent to the filing of a bankruptcy proceeding against it, or shall file
      a petition or answer or consent seeking reorganization or liquidation
      under the Bankruptcy Code or any other similar federal or state law, or
      shall consent to the filing of any such petition, or shall consent to the
      appointment of a receiver or liquidator or trustee or assignee in
      bankruptcy or insolvency of it or of its property, or shall make an
      assignment for the benefit of creditors, or shall admit in writing its
      inability to pay its debts generally as they become due.

           "Threshold Appreciation Price" has the meaning specified in Section
      5.1.

           "TIA" means the Trust Indenture Act of 1939, as amended.

           "Trading Day" has the meaning specified in Section 5.1.

           "Treasury Consideration" means the Agent-purchased Treasury
      Consideration or the Opt-out Treasury Consideration.

           "Treasury Security" means a zero coupon U.S. Treasury security (CUSIP
      Number 912833FS4) maturing on May 15, 2003 that will pay $1,000
      on such maturity date.

           "Trust" means MetLife Capital Trust I, a statutory business trust
      formed under the laws of the State of Delaware, or any successor thereto
      by merger or consolidation.



                                       11
<PAGE>   17
           "Underwriting Agreement" means the Underwriting Agreement dated April
      __, 2000 among the Company, Metropolitan Life Insurance Company, the Trust
      and the underwriters named therein, as representatives of the
      underwriters.

           "Unit" means a Normal Unit or a Stripped Unit.

           "Vice-President" means any vice-president, whether or not designated
      by a number or a word or words added before or after the title
      "vice-president."

           Section 1.2 Compliance Certificates and Opinions. Except as otherwise
expressly provided by this Agreement, upon any application or request by the
Company to the Agent to take any action under any provision of this Agreement,
the Company shall furnish to the Agent an Officer's Certificate stating that all
conditions precedent, if any, provided for in this Agreement relating to the
proposed action have been complied with and, if requested by the Agent, an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Agreement relating to such
particular application or request, no additional certificate or opinion need be
furnished.

           Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Agreement shall include:

           (1) a statement that the individual signing such certificate or
      opinion has read such covenant or condition and the definitions herein
      relating thereto;

           (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 individual, he or she
      has made such examination or investigation as is necessary to enable such
      individual 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, in the opinion of such individual,
      such condition or covenant has been complied with.

           Section 1.3 Form of Documents Delivered to Agent. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only



                                       12
<PAGE>   18
one such Person, or that they be so certified or covered by only one document,
but one such Person may certify or give an opinion with respect to some matters
and one or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents.

           Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

           Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Agreement, they may, but need not, be consolidated and
form one instrument.

           Section 1.4 Acts of Holders; Record Dates. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Agreement to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
in person or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Agent and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Agreement and (subject to Section 7.1)
conclusive in favor of the Agent and the Company, if made in the manner provided
in this Section.

           (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner which the Agent deems
sufficient.

           (c) The ownership of Units shall be proved by the Normal Units
Register or the Stripped Units Register, as the case may be.

           (d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Certificate shall bind every future
Holder of the same



                                       13
<PAGE>   19
Certificate and the Holder of every Certificate issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Agent or the Company in
reliance thereon, whether or not notation of such action is made upon such
Certificate.

           (e) The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Agreement to be given, made or taken by
Holders of Units. If any record date is set pursuant to this paragraph, the
Holders of the Outstanding Normal Units and the Outstanding Stripped Units, as
the case may be, on such record date, and no other Holders, shall be entitled to
take the relevant action with respect to the Normal Units or the Stripped Units,
as the case may be, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on
or prior to the applicable Expiration Date by Holders of the requisite number of
Outstanding Securities on such record date. Nothing in this paragraph shall be
construed to prevent the Company from setting a new record date for any action
for which a record date has previously been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with no action
by any Person be cancelled and of no effect), and nothing in this paragraph
shall be construed to render ineffective any action taken by Holders of the
requisite number of Outstanding Securities on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Company,
at its own expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be given to the Agent in
writing and to each Holder of Units in the manner set forth in Section 1.6.

           With respect to any record date set pursuant to this Section, the
Company may designate any date as the "Expiration Date" and from time to time
may change the Expiration Date to any earlier or later day; provided that no
such change shall be effective unless notice of the proposed new Expiration Date
is given to the Agent in writing, and to each Holder of Units in the manner set
forth in Section 1.6, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the Company shall be deemed to have initially designated the
180th day after such record date as the Expiration Date with respect thereto,
subject to its right to change the Expiration Date as provided in this
paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than
the 180th day after the applicable record date.

           Section 1.5 Notices. Any request, demand, authorization, direction,
notice, consent, waiver or Act of Holders or other document provided or
permitted by this Agreement to be made upon, given or furnished to, or filed
with:



                                       14
<PAGE>   20
           (1) the Agent by any Holder or by the Company shall be sufficient for
      every purpose hereunder (unless otherwise herein expressly provided) if
      made, given, furnished or filed in writing and personally delivered,
      mailed, first-class postage prepaid, telecopied or delivered by overnight
      air courier guaranteeing next day delivery, to the Agent at One North
      State Street, 9th Floor, Chicago, Illinois 60602, Attn: Corporate Trust
      Administration, telecopy: (312) 407-1708, or at any other address
      furnished in writing by the Agent to the Holders and the Company; or

           (2) the Company by the Agent or by any Holder shall be sufficient for
      every purpose hereunder (unless otherwise herein expressly provided) if
      made, given, furnished or filed in writing and personally delivered,
      mailed, first-class postage prepaid, telecopied or delivered by overnight
      air courier guaranteeing next day delivery, to the Company at MetLife,
      Inc., One Madison Avenue, New York, New York 10010-3690, telecopy: (212)
      578-0266, Attention: Treasurer, or at any other address furnished in
      writing to the Agent by the Company; or

           (3) the Collateral Agent by the Agent, the Company or any Holder
      shall be sufficient for every purpose hereunder (unless otherwise herein
      expressly provided) if made, given, furnished or filed in writing and
      personally delivered, mailed, first-class postage prepaid, telecopied or
      delivered by overnight air courier guaranteeing next day delivery,
      addressed to the Collateral Agent at The Bank of New York, 101 Barclay
      Street, Floor 21 East, New York, New York 10286, Attention: Dealing and
      Trading Group, David Kolibachuk, telecopy: (212) 815-7157, or at any other
      address furnished in writing by the Collateral Agent to the Agent, the
      Company and the Holders; or

           (4) the Property Trustee by the Company shall be sufficient for every
      purpose hereunder (unless otherwise herein expressly provided) if made,
      given, furnished or filed in writing and personally delivered, mailed,
      first-class postage prepaid, telecopied or delivered by overnight air
      courier guaranteeing next day delivery, addressed to the Property Trustee
      at The Bank of New York, 101 Barclay Street, Floor 21W, New York, New York
      10286, Attention: Corporate Trust Administration, telecopy: (212) 815-5915
      or at any other address furnished in writing by the Property Trustee to
      the Company; or

           (5) the Indenture Trustee by the Company shall be sufficient for
      every purpose hereunder (unless otherwise herein expressly provided) if
      made, given, furnished or filed in writing and personally delivered or
      mailed, first-class postage prepaid, telecopied or delivered by overnight
      air courier guaranteeing next day delivery, addressed to the Indenture
      Trustee at The Bank of New York, 101 Barclay Street, Floor 21W, New York,
      New York 10286, Attention: Corporate Trust



                                       15
<PAGE>   21
      Administration, telecopy: (212) 815-5915 or at any other address furnished
      in writing by the Indenture Trustee to the Company.

           Section 1.6 Notice to Holders; Waiver. Where this Agreement provides
for notice to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at its
address as it appears in the applicable Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Agreement provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Agent, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

           In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Agent shall
constitute a sufficient notification for every purpose hereunder.

           Section 1.7 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

           Section 1.8 Successors and Assigns. All covenants and agreements in
this Agreement by the Company shall bind its successors and assigns, whether so
expressed or not.

           Section 1.9 Separability Clause. In case any provision in this
Agreement or in the securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions hereof and
thereof shall not in any way be affected or impaired thereby.

           Section 1.10 Benefits of Agreement. Nothing in this Agreement or in
the Units, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and, to the extent provided hereby, the
Holders, any benefits or any legal or equitable right, remedy or claim under
this Agreement. The Holders from time to time shall be beneficiaries of this
Agreement and shall be bound by all of the terms and



                                       16
<PAGE>   22
conditions hereof and of the Units evidenced by their Certificates by their
acceptance of delivery of such Certificates.

           Section 1.11 Governing Law. This Agreement and the Units shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to its principles of conflicts of laws.

           Section 1.12 Legal Holidays. In any case where any Payment Date shall
not be a Business Day, then (notwithstanding any other provision of this
Agreement or the Normal Units Certificates) payments on the Capital Securities
shall not be made on such date, but such payments shall be made on the next
succeeding Business Day with the same force and effect as if made on such
Payment Date, provided that no interest or distributions shall accrue or be
payable by the Company for the period from and after any such Payment Date,
except that, if such next succeeding Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day with the same force and effect as if made on such Payment Date.

           In any case where the Stock Purchase Date shall not be a Business
Day, then (notwithstanding any other provision of this Agreement or the
Certificates), the Purchase Contracts shall not be performed on such date, but
the Purchase Contracts shall be performed on the immediately following Business
Day with the same force and effect as if performed on the Stock Purchase Date.

           Section 1.13 Counterparts. This Agreement may be executed in any
number of counterparts by the parties hereto, each of which, when so executed
and delivered, shall be deemed an original, but all such counterparts shall
together constitute one and the same instrument.

           Section 1.14 Inspection of Agreement. A copy of this Agreement shall
be available at all reasonable times during normal business hours at the
Corporate Trust Office for inspection by any Holder.

                                   ARTICLE II

                                CERTIFICATE FORMS

           Section 2.1 Forms of Certificates Generally. The Normal Units
Certificates (including the form of Purchase Contract forming part of the Normal
Units evidenced thereby) shall be in substantially the form set forth in Exhibit
A hereto, with such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as may be required by the rules of any securities



                                       17
<PAGE>   23
exchange or quotation system on which the Normal Units are listed or quoted for
trading or any depositary therefor, or as may, consistently herewith, be
determined by the officers of the Company executing such Normal Units
Certificates, as evidenced by their execution of the Normal Units Certificates.

           The definitive Normal Units Certificates shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers of the Company executing such
Normal Units Certificates, consistent with the provisions of this Agreement, as
evidenced by their execution thereof.

           The Stripped Units Certificates (including the form of Purchase
Contracts forming part of the Stripped Units evidenced thereby) shall be in
substantially the form set forth in Exhibit B hereto, with such letters, numbers
or other marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as may be required by the rules of any
securities exchange or the quotation system on which the Stripped Units may be
listed or quoted for trading or any depositary therefor, or as may, consistently
herewith, be determined by the officers of the Company executing such Stripped
Units Certificates, as evidenced by their execution of the Stripped Units
Certificates.

           The definitive Stripped Units Certificates shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers of the Company executing such
Stripped Units Certificates, consistent with the provisions of this Agreement,
as evidenced by their execution thereof.

           Every Global Certificate authenticated, executed on behalf of the
Holders and delivered hereunder shall bear a legend in substantially the
following form:

           THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
           PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS
           REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF.
           THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
           CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE
           OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN
           SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
           CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.



                                       18
<PAGE>   24
           Section 2.2 Form of Agent's Certificate of Authentication. The form
of the Agent's certificate of authentication of the Normal Units shall be in
substantially the form set forth on the form of the Normal Units Certificates.

           The form of the Agent's certificate of authentication of the Stripped
Units shall be in substantially the form set forth on the form of the Stripped
Units Certificates.

                                   ARTICLE III

                                    THE UNITS

           Section 3.1 Title and Terms; Denominations. The aggregate number of
Normal Units and Stripped Units, if any, evidenced by Certificates
authenticated, executed on behalf of the Holders and delivered hereunder is
limited to 20,000,000 (23,000,000 if the Underwriters' over-allotment option
pursuant to the Underwriting Agreement is exercised in full), except for
Certificates authenticated, executed and delivered upon registration of transfer
of, in exchange for, or in lieu of, other Certificates pursuant to Section 3.4,
3.5, 3.10, 3.13, 3.14, 5.7 or 8.5.

           The Certificates shall be issuable only in registered form and only
in denominations of a single Unit and any integral multiple thereof.

           Section 3.2 Rights and Obligations Evidenced by the Certificates.
Each Normal Units Certificate shall evidence the number of Normal Units
specified therein, with each such Normal Unit representing the ownership by the
Holder thereof of a beneficial interest in a Capital Security or the appropriate
Treasury Consideration, as the case may be, subject to the Pledge of such
Capital Security or such Treasury Consideration, as the case may be, by such
Holder pursuant to the Pledge Agreement, and the rights and obligations of the
Holder thereof and the Company under one Purchase Contract. The Agent as
attorney-in-fact for, and on behalf of, the Holder of each Normal Unit shall
pledge, pursuant to the Pledge Agreement, the Capital Security or the
appropriate Treasury Consideration, as the case may be, forming a part of such
Normal Unit, to the Collateral Agent and grant to the Collateral Agent a
security interest in the right, title, and interest of such Holder in such
Capital Security or such Treasury Consideration, as the case may be, for the
benefit of the Company, to secure the obligation of the Holder under each
Purchase Contract to purchase the Common Stock of the Company. Prior to the
purchase of shares of Common Stock under each Purchase Contract, such Purchase
Contracts shall not entitle the Holders of Normal Units Certificates to any of
the rights of a holder of shares of Common Stock, including, without limitation,
the right to vote or receive any dividends or other payments or to consent or to
receive notice as stockholders in respect



                                       19
<PAGE>   25
of the meetings of stockholders or for the election of directors of the Company
or for any other matter, or any other rights whatsoever as stockholders of the
Company.

           Each Stripped Units Certificate shall evidence the number of Stripped
Units specified therein, with each such Stripped Unit representing the ownership
by the Holder thereof of a 1/20 undivided beneficial interest in a Treasury
Security, subject to the Pledge of such interest in such Treasury Security by
such Holder pursuant to the Pledge Agreement, and the rights and obligations of
the Holder thereof and the Company under one Purchase Contract. Prior to the
purchase of shares of Common Stock under each Purchase Contract, such Purchase
Contracts shall not entitle the Holders of Stripped Units Certificates to any of
the rights of a holder of shares of Common Stock, including, without limitation,
the right to vote or receive any dividends or other payments or to consent or to
receive notice as stockholders in respect of the meetings of stockholders or for
the election of directors of the Company or for any other matter, or any other
rights whatsoever as stockholders of the Company.

           Section 3.3 Execution, Authentication, Delivery and Dating. Subject
to the provisions of Sections 3.13 and 3.14, upon the execution and delivery of
this Agreement, and at any time and from time to time thereafter, the Company
may deliver Certificates executed by the Company to the Agent for
authentication, execution on behalf of the Holders and delivery, together with
its Issuer Order for authentication of such Certificates, and the Agent in
accordance with such Issuer Order shall authenticate, execute on behalf of the
Holders and deliver such Certificates.

           The Certificates shall be executed on behalf of the Company by the
Chief Executive Officer, the Chief Financial Officer, the President, any
Vice-President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary (or other officer performing similar functions) of the
Company and delivered to the Agent. The signature of any of these officers on
the Certificates may be manual or facsimile.

           Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates.

           No Purchase Contract evidenced by a Certificate shall be valid until
such Certificate has been executed on behalf of the Holder by the manual
signature of an authorized signatory of the Agent, as such Holder's
attorney-in-fact. Such signature by an authorized signatory of the Agent shall
be conclusive evidence that the Holder of such Certificate has entered into the
Purchase Contracts evidenced by such Certificate.



                                       20
<PAGE>   26
           Each Certificate shall be dated the date of its authentication.

           No Certificate shall be entitled to any benefit under this Agreement
or be valid or obligatory for any purpose unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein executed by an authorized signatory of the Agent by manual signature,
and such certificate upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly authenticated and delivered
hereunder.

           Section 3.4 Temporary Certificates. Pending the preparation of
definitive Certificates, the Company shall execute and deliver to the Agent, and
the Agent shall authenticate, execute on behalf of the Holders, and deliver, in
lieu of such definitive Certificates, temporary Certificates which are in
substantially the form set forth in Exhibit A or Exhibit B hereto, as the case
may be, with such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as may be required by the rules of any securities exchange on which the
Normal Units or Stripped Units, as the case may be, are listed, or as may,
consistent herewith, be determined by the officers of the Company executing such
Certificates, as evidenced by their execution of the Certificates.

           If temporary Certificates are issued, the Company will cause
definitive Certificates to be prepared without unreasonable delay. After the
preparation of definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary
Certificates at the Corporate Trust Office, at the expense of the Company and
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Certificates, the Company shall execute and deliver to the Agent, and
the Agent shall authenticate, execute on behalf of the Holder, and deliver in
exchange therefor, one or more definitive Certificates of like tenor and
denominations and evidencing a like number of Normal Units or Stripped Units, as
the case may be, as the temporary Certificate or Certificates so surrendered.
Until so exchanged, the temporary Certificates shall in all respects evidence
the same benefits and the same obligations with respect to the Normal Units or
Stripped Units, as the case may be, evidenced thereby as definitive
Certificates.

           Section 3.5 Registration; Registration of Transfer and Exchange. The
Agent shall keep at the Corporate Trust Office a register (the "Normal Units
Register") in which, subject to such reasonable regulations as it may prescribe,
the Agent shall provide for the registration of Normal Units Certificates and of
transfers of Normal Units Certificates (the Agent, in such capacity, the "Normal
Units Registrar") and a register (the "Stripped Units Register") in which,
subject to such reasonable regulations as it may prescribe, the Agent



                                       21
<PAGE>   27
shall provide for the registration of the Stripped Units Certificates and
transfers of Stripped Units Certificates (the Agent, in such capacity, the
"Stripped Units Registrar").

           Upon surrender for registration of transfer of any Certificate at the
Corporate Trust Office, the Company shall execute and deliver to the Agent, and
the Agent shall authenticate, execute on behalf of the designated transferee or
transferees, and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of like tenor and denominations, and
evidencing a like number of Normal Units or Stripped Units, as the case may be.

           At the option of the Holder, Certificates may be exchanged for other
Certificates, of like tenor and denominations and evidencing a like number of
Normal Units or Stripped Units, as the case may be, upon surrender of the
Certificates to be exchanged at the Corporate Trust Office. Whenever any
Certificates are so surrendered for exchange, the Company shall execute and
deliver to the Agent, and the Agent shall authenticate, execute on behalf of the
Holder, and deliver the Certificates which the Holder making the exchange is
entitled to receive.

           All Certificates issued upon any registration of transfer or exchange
of a Certificate shall evidence the ownership of the same number of Normal Units
or Stripped Units, as the case may be, and be entitled to the same benefits and
subject to the same obligations, under this Agreement as the Normal Units or
Stripped Units, as the case may be, evidenced by the Certificate surrendered
upon such registration of transfer or exchange.

           Every Certificate presented or surrendered for registration of
transfer or for exchange shall (if so required by the Agent) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Agent duly executed, by the Holder thereof or its attorney
duly authorized in writing.

           No service charge shall be made for any registration of transfer or
exchange of a Certificate, but the Company and the Agent may require payment
from the Holder of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Certificates, other than any exchanges pursuant to Sections 3.6, 3.9
and 8.5 not involving any transfer.

           Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Agent, and the Agent shall not be obligated to
authenticate, execute on behalf of the Holder and deliver any Certificate
presented or surrendered for registration of transfer or for exchange on or
after the Business Day immediately preceding the earlier of the Stock Purchase
Date or the Termination Date. In lieu of delivery of a new



                                       22
<PAGE>   28
Certificate, upon satisfaction of the applicable conditions specified above in
this Section and receipt of appropriate registration or transfer instructions
from such Holder, the Agent shall (i) if the Stock Purchase Date has occurred,
deliver the shares of Common Stock issuable in respect of the Purchase Contracts
forming a part of the Units evidenced by such Certificate, (ii) in the case of
Normal Units, if a Termination Event shall have occurred prior to the Stock
Purchase Date, transfer the Capital Securities or the appropriate Treasury
Consideration, as applicable, relating to such Normal Units, or (iii) in the
case of Stripped Units, if a Termination Event shall have occurred prior to the
Stock Purchase Date, transfer the Treasury Securities relating to such Stripped
Units, in each case subject to the applicable conditions and in accordance with
the applicable provisions of Article Five.

           Section 3.6 Book-Entry Interests. The Certificates, on original
issuance, will be issued in the form of one or more, fully registered Global
Certificates, to be delivered to the Depositary by, or on behalf of, the
Company. Such Global Certificate shall initially be registered on the books and
records of the Company in the name of Cede & Co., the nominee of the Depositary,
and no Beneficial Owner will receive a definitive Certificate representing such
Beneficial Owner's interest in such Global Certificate, except as provided in
Section 3.9. The Agent shall enter into an agreement with the Depositary if so
requested by the Company. Unless and until definitive, fully registered
Certificates have been issued to Beneficial Owners pursuant to Section 3.9:

           (a) the provisions of this Section 3.6 shall be in full force and
      effect;

           (b) the Company shall be entitled to deal with the Clearing Agency
      for all purposes of this Agreement (including receiving approvals, votes
      or consents hereunder) as the Holder of the Units and the sole holder of
      the Global Certificate(s) and shall have no obligation to the Beneficial
      Owners;

           (c) to the extent that the provisions of this Section 3.6 conflict
      with any other provisions of this Agreement, the provisions of this
      Section 3.6 shall control; and

           (d) the rights of the Beneficial owners shall be exercised only
      through the Clearing Agency and shall be limited to those established by
      law and agreements between such Beneficial owners and the Clearing Agency
      and/or the Clearing Agency Participants. The Clearing Agency will make
      book-entry transfers among Clearing Agency Participants.

           Section 3.7 Notices to Holders. Whenever a notice or other
communication to the Holders is required to be given under this Agreement, the
Company or the Company's agent shall give such notices and communications to the
Holders and, with respect to any



                                       23
<PAGE>   29
Units registered in the name of a Clearing Agency or the nominee of a Clearing
Agency, the Company or the Company's agent shall, except as set forth herein,
have no obligations to the Beneficial owners.

           Section 3.8 Appointment of Successor Clearing Agency. If any Clearing
Agency elects to discontinue its services as securities depositary with respect
to the Units, the Company may, in its sole discretion, appoint a successor
Clearing Agency with respect to the Units.

           Section 3.9 Definitive Certificates. If (i) a Clearing Agency elects
to discontinue its services as securities depositary with respect to the Units
and a successor Clearing Agency is not appointed within 90 days after such
discontinuance pursuant to Section 3.8, (ii) the Company elects to terminate the
book-entry system through the Clearing Agency with respect to the Units, or
(iii) there shall have occurred and be continuing a default by the Company in
respect of its obligations under one or more Purchase Contracts, then upon
surrender of the Global Certificates representing the Book-Entry Interests with
respect to the Units by the Clearing Agency, accompanied by registration
instructions, the Company shall cause definitive Certificates to be delivered to
Beneficial Owners in accordance with the instructions of the Clearing Agency.
The Company shall not be liable for any delay in delivery of such instructions
and may conclusively rely on and shall be protected in relying on, such
instructions.

           Section 3.10 Mutilated, Destroyed, Lost and Stolen Certificates. If
any mutilated Certificate is surrendered to the Agent, the Company shall execute
and deliver to the Agent, and the Agent shall authenticate, execute on behalf of
the Holder, and deliver in exchange therefor, a new Certificate at the cost of
the Holder, evidencing the same number of Normal Units or Stripped Units, as the
case may be, and bearing a Certificate number not contemporaneously outstanding.

           If there shall be delivered to the Company and the Agent (i) evidence
to their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) such security or indemnity at the cost of the Holder as may be required by
them to hold each of them and any agent of any of them harmless, then, in the
absence of notice to the Company or the Agent that such Certificate has been
acquired by a bona fide purchaser, the Company shall execute and deliver to the
Agent, and the Agent shall authenticate, execute on behalf of the Holder, and
deliver to the Holder, in lieu of any such destroyed, lost or stolen
Certificate, a new Certificate, evidencing the same number of Normal Units or
Stripped Units, as the case may be, and bearing a Certificate number not
contemporaneously outstanding.



                                       24
<PAGE>   30
           Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Agent, and the Agent shall not be obligated to
authenticate, execute on behalf of the Holder, and deliver to the Holder, a
Certificate on or after the Business Day immediately preceding the earlier of
the Stock Purchase Date or the Termination Date. In lieu of delivery of a new
Certificate, upon satisfaction of the applicable conditions specified above in
this Section and receipt of appropriate registration or transfer instructions
from such Holder, the Agent shall (i) if the Stock Purchase Date has occurred,
deliver the shares of Common Stock issuable in respect of the Purchase Contracts
forming a part of the Units evidenced by such Certificate, or (ii) if a
Termination Event shall have occurred prior to the Stock Purchase Date, transfer
the Capital Securities, the appropriate Treasury Consideration or the Treasury
Securities, as the case may be, evidenced thereby, in each case subject to the
applicable conditions and in accordance with the applicable provisions of
Article Five.

           Upon the issuance of any new Certificate under this Section, the
Company and the Agent may require the payment by the Holder 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 Agent)
connected therewith.

           Every new Certificate issued pursuant to this Section in lieu of any
destroyed, lost or stolen Certificate shall constitute an original additional
contractual obligation of the Company and of the Holder in respect of the Unit
evidenced thereby, whether or not the destroyed, lost or stolen Certificate (and
the Units evidenced thereby) shall be at any time enforceable by anyone, and
shall be entitled to all the benefits and be subject to all the obligations of
this Agreement equally and proportionately with any and all other Certificates
delivered hereunder.

           The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Certificates.

           Section 3.11 Persons Deemed Owners. Prior to due presentment of a
Certificate for registration of transfer, the Company and the Agent, and any
agent of the Company or the Agent, may treat the Person in whose name such
Certificate is registered as the owner of the Units evidenced thereby, for the
purpose of receiving distributions on the Capital Securities, performance of the
Purchase Contracts and for all other purposes whatsoever, whether or not any
such distributions shall be overdue and notwithstanding any notice to the
contrary, and neither the Company nor the Agent, nor any agent of the Company or
the Agent, shall be affected by notice to the contrary.



                                       25
<PAGE>   31
           Notwithstanding the foregoing, with respect to any Global
Certificate, nothing herein shall prevent the Company, the Agent or any agent of
the Company or the Agent, from giving effect to any written certification, proxy
or other authorization furnished by any Clearing Agency (or its nominee), as a
Holder, with respect to such Global Certificate or impair, as between such
Clearing Agency and owners of beneficial interests in such Global Certificate,
the operation of customary practices governing the exercise of rights of such
Clearing Agency (or its nominee) as Holder of such Global Certificate.

           Section 3.12 Cancellation. All Certificates surrendered (a) for
delivery of shares of Common Stock on or after any Settlement Date; (b) upon the
transfer of Capital Securities, the appropriate Treasury Consideration or
Treasury Securities, as the case may be, after the occurrence of a Termination
Event; (c) upon the registration of a transfer or exchange of a Unit shall, if
surrendered to any Person other than the Agent, be delivered to the Agent and,
if not already cancelled, shall be promptly cancelled by it. The Company may at
any time deliver to the Agent for cancellation any Certificates previously
authenticated, executed and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Certificates so delivered shall, upon
Issuer Order, be promptly cancelled by the Agent. No Certificates shall be
authenticated, executed on behalf of the Holder and delivered in lieu of or in
exchange for any Certificates cancelled as provided in this Section, except as
expressly permitted by this Agreement. All cancelled Certificates held by the
Agent shall be destroyed by the Agent unless otherwise directed by Issuer Order.

           If the Company or any Affiliate of the Company shall acquire any
Certificate, such acquisition shall not operate as a cancellation of such
Certificate unless and until such Certificate is delivered to the Agent
cancelled or for cancellation.

           Section 3.13 Establishment of Stripped Units. A Holder may separate
the Pledged Capital Securities or Pledged Treasury Consideration, as applicable,
from the related Purchase Contracts in respect of the Normal Units held by such
Holder by substituting for such Pledged Capital Securities or Pledged Treasury
Consideration, as the case may be, Treasury Securities that will pay an amount
equal to the aggregate Stated Amount of such Normal Units (a "Collateral
Substitution"), at any time from and after the date of this Agreement and on or
prior to the second Business Day immediately preceding the Stock Purchase Date,
by (a) depositing with the Collateral Agent Treasury Securities having an
aggregate principal amount equal to the aggregate Stated Amount of such Normal
Units, and (b) transferring the related Normal Units to the Agent accompanied by
a notice to the Agent, substantially in the form of Exhibit D hereto, stating
that the Holder has transferred the relevant amount of Treasury Securities to
the Collateral Agent and requesting that the Agent instruct the Collateral Agent
to release the Pledged Capital Securities or Pledged Treasury Consideration, as
the case may be, underlying such Normal



                                       26
<PAGE>   32
Units, whereupon the Agent shall promptly give such instruction to the
Collateral Agent, substantially in the form of Exhibit C hereto. Notwithstanding
the foregoing, a Holder may not separate the Pledged Capital Securities or
Pledged Treasury Consideration, as the case may be, from the related Purchase
Contracts in respect of the Normal Units held by such Holder during the periods
beginning on the fourth Business Day prior to the Remarketing Date or any
Subsequent Remarketing Date, as the case may be, and ending on the third
business day following such dates. Upon receipt of the Treasury Securities
described in clause (a) above and the instruction described in clause (b) above,
in accordance with the terms of the Pledge Agreement, the Collateral Agent will
release to the Agent, on behalf of the Holder, such Pledged Capital Securities
or Pledged Treasury Consideration, as the case may be, from the Pledge, free and
clear of the Company's security interest therein, and upon receipt thereof the
Agent shall promptly:

           (i) cancel the related Normal Units;

           (ii) transfer the Pledged Capital Securities or Pledged Treasury
      Consideration, as the case may be, to the Holder; and

           (iii)authenticate, execute on behalf of such Holder and deliver a
      Stripped Units Certificate executed by the Company in accordance with
      Section 3.3 evidencing the same number of Purchase Contracts as were
      evidenced by the cancelled Normal Units.

           Holders who elect to separate the Pledged Capital Securities or
Pledged Treasury Consideration, as the case may be, from the related Purchase
Contract and to substitute Treasury Securities for such Pledged Capital
Securities or Pledged Treasury Consideration, as the case may be, shall be
responsible for any fees or expenses payable to the Collateral Agent for its
services as Collateral Agent in respect of the substitution, and the Company
shall not be responsible for any such fees or expenses.

           Holders may make Collateral Substitutions (i) if Treasury Securities
are being substituted for Pledged Capital Securities, only in integral multiples
of 20 Normal Units, or (ii) if the Collateral Substitutions occur after the
Remarketing Date or any Subsequent Remarketing Date, as the case may be, only in
integral multiples of Normal Units such that the Treasury Securities to be
deposited and the Treasury Consideration to be released are in integral
multiples of $1,000.

           In the event a Holder making a Collateral Substitution pursuant to
this Section 3.13 fails to effect a book-entry transfer of the Normal Units or
fails to deliver a Normal Units Certificate to the Agent after depositing
Treasury Securities with the Collateral Agent, the Pledged Capital Securities or
Pledged Treasury Consideration, as the



                                       27
<PAGE>   33
case may be, constituting a part of such Normal Units, and any distributions on
such Pledged Capital Securities or Pledged Treasury Consideration, as the case
may be, shall be held in the name of the Agent or its nominee in trust for the
benefit of such Holder, until such Normal Units are so transferred or the Normal
Units Certificate is so delivered, as the case may be, or, with respect to a
Normal Units Certificate, such Holder provides evidence satisfactory to the
Company and the Agent that such Normal Units Certificate has been destroyed,
lost or stolen, together with any indemnity that may be required by the Agent
and the Company.

           Except as described in this Section 3.13, for so long as the Purchase
Contract underlying a Normal Unit remains in effect, such Normal Unit shall not
be separable into its constituent parts, and the rights and obligations of the
Holder of such Normal Unit in respect of the Capital Security or the appropriate
Treasury Consideration, as the case may be, and the Purchase Contract comprising
such Normal Unit may be acquired, and may be transferred and exchanged, only as
a Normal Unit.

           Section 3.14 Reestablishment of Normal Units. A Holder of Stripped
Units may reestablish Normal Units at any time from and after the date of this
Agreement and on or prior to the second Business Day immediately preceding the
Stock Purchase Date, by (a) depositing with the Collateral Agent the Capital
Securities or the appropriate Treasury Consideration (and identified by
reference to the Treasury Consideration then comprising Normal Units, as the
case may be, then comprising such number of Normal Units as is equal to such
Stripped Units and (b) transferring such Stripped Units to the Agent accompanied
by a notice to the Agent, substantially in the form of Exhibit D hereto, stating
that the Holder has transferred the relevant amount of Capital Securities or the
appropriate Treasury Consideration, as the case may be, to the Collateral Agent
and requesting that the Agent instruct the Collateral Agent to release the
Pledged Treasury Securities underlying such Stripped Unit, whereupon the Agent
shall promptly give such instruction to the Collateral Agent, substantially in
the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not
reestablish Normal Units during the periods beginning on the fourth Business Day
prior to the Remarketing Date or any Subsequent Remarketing Date, as the case
may be, and ending on the third business day following such dates. Upon receipt
of the Capital Securities or the appropriate Treasury Consideration, as the case
may be, described in clause (a) above and the instruction described in clause
(b) above, in accordance with the terms of the Pledge Agreement, the Collateral
Agent will release to the Agent, on behalf of the Holder, such Pledged Treasury
Securities from the Pledge, free and clear of the Company's security interest
therein, and upon receipt thereof the Agent shall promptly:

           (i) cancel the related Stripped Units;



                                       28
<PAGE>   34
           (ii) transfer the Pledged Treasury Securities to the Holder; and

           (iii) authenticate, execute on behalf of such Holder and deliver a
      Normal Units Certificate executed by the Company in accordance with
      Section 3.3 evidencing the same number of Purchase Contracts as were
      evidenced by the cancelled Stripped Units.

           Holders of Stripped Units may reestablish Normal Units (i) only in
integral multiples of 20 Stripped Units for 20 Normal Units or (ii) if the
reestablishment occurs after the Remarketing Date or any Subsequent Remarketing
Date, only in integral multiples of Stripped Units such that the Treasury
Consideration to be deposited and the Treasury Securities to be released are in
integral multiples of $1,000.

           Except as provided in this Section 3.14, for so long as the Purchase
Contract underlying a Stripped Unit remains in effect, such Stripped Unit shall
not be separable into its constituent parts, and the rights and obligations of
the Holder of such Stripped Unit in respect of the Treasury Security and
Purchase Contract comprising such Stripped Unit may be acquired, and may be
transferred and exchanged, only as a Stripped Unit.

           Section 3.15 Transfer of Collateral upon Occurrence of Termination
Event. Upon the occurrence of a Termination Event and the transfer to the Agent
of the Capital Securities, the appropriate Treasury Consideration or the
Treasury Securities, as the case may be, underlying the Normal Units and the
Stripped Units pursuant to the terms of the Pledge Agreement, the Agent shall
request transfer instructions with respect to such Capital Securities or the
appropriate Treasury Consideration or Treasury Securities, as the case may be,
from each Holder by written request mailed to such Holder at its address as it
appears in the Normal Units Register or the Stripped Units Register, as the case
may be. Upon book-entry transfer of the Normal Units or Stripped Units or
delivery of a Normal Units Certificate or Stripped Units Certificate to the
Agent with such transfer instructions, the Agent shall transfer the Capital
Securities, the appropriate Treasury Consideration or Treasury Securities, as
the case may be, underlying such Normal Units or Stripped Units, as the case may
be, to such Holder by book-entry transfer, or other appropriate procedures, in
accordance with such instructions. In the event a Holder of Normal Units or
Stripped Units fails to effect such transfer or delivery, the Capital
Securities, the appropriate Treasury Consideration or Treasury Securities, as
the case may be, underlying such Normal Units or Stripped Units, as the case may
be, and any distributions thereon, shall be held in the name of the Agent or its
nominee in trust for the benefit of such Holder, until such Normal Units or
Stripped Units are transferred or the Normal Units Certificate or Stripped Units
Certificate is surrendered or such Holder provides satisfactory evidence that
such Normal Units Certificate or Stripped Units Certificate has



                                       29
<PAGE>   35
been destroyed, lost or stolen, together with any indemnity that may be required
by the Agent and the Company.

           Section 3.16 No Consent to Assumption. Each Holder of a Unit, by
acceptance thereof, shall be deemed expressly to have withheld any consent to
the assumption under Section 365 of the Bankruptcy Code or otherwise, of the
Purchase Contract by the Company, any receiver, liquidator or person or entity
performing similar functions or its trustee in the event that the Company
becomes the debtor under the Bankruptcy Code or subject to other similar state
or federal law providing for reorganization or liquidation.

                                   ARTICLE IV

                             THE CAPITAL SECURITIES

           Section 4.1 Payment of Distribution; Rights to Distributions
Preserved; Notice. A distribution on any Capital Security or a payment on any
Treasury Consideration, as the case may be, which is paid on any Payment Date
shall, subject to receipt thereof by the Agent from the Collateral Agent as
provided by the terms of the Pledge Agreement, be paid to the Person in whose
name the Normal Units Certificate (or one or more Predecessor Normal Units
Certificates) of which such Capital Security or the appropriate Treasury
Consideration, as the case may be, is a part is registered at the close of
business on the Record Date for such Payment Date.

           Each Normal Units Certificate evidencing Capital Securities delivered
under this Agreement upon registration of transfer of or in exchange for or in
lieu of any other Normal Units Certificate shall carry the rights to
distributions accumulated and unpaid, and to accumulate distributions, which
were carried by the Capital Securities underlying such other Normal Units
Certificate.

           In the case of any Normal Unit with respect to which Early Settlement
of the underlying Purchase Contract is effected on an Early Settlement Date, or
with respect to which Merger Early Settlement of the underlying Purchase
Contract is effected on a Merger Early Settlement Date, or with respect to which
a Collateral Substitution is effected, in each case on a date that is after any
Record Date and on or prior to the next succeeding Payment Date, distributions
on the Capital Security or payments on the appropriate Treasury Consideration,
as the case may be, underlying such Normal Unit otherwise payable on such
Payment Date shall be payable on such Payment Date notwithstanding such Early
Settlement, Merger Early Settlement or Collateral Substitution, as the case may
be, and such distributions shall, subject to receipt thereof by the Agent, be
payable to the Person in whose name the Normal Units Certificate (or one or more
Predecessor Normal Unit Certificates) was registered at the close of business on



                                       30
<PAGE>   36
the Record Date. Except as otherwise expressly provided in the immediately
preceding sentence, in the case of any Normal Unit with respect to which Early
Settlement or Merger Early Settlement of the underlying Purchase Contract is
effected, or with respect to which a Collateral Substitution has been effected,
distributions on the related Capital Securities or payments on the appropriate
Treasury Consideration, as the case may be, that would otherwise be payable
after the applicable Settlement Date or after such Collateral Substitution, as
the case may be, shall not be payable hereunder to the Holder of such Normal
Unit; provided, that to the extent that such Holder continues to hold the
separated Capital Securities that formerly comprised a part of such Holder's
Normal Units, such Holder shall be entitled to receive the distributions on such
separated Capital Securities.

           Section 4.2 Notice and Voting. Under the terms of the Pledge
Agreement, the Agent will be entitled to exercise the voting and any other
consensual rights pertaining to the Pledged Capital Securities but only to the
extent instructed by the Holders as described below. Upon receipt of notice of
any meeting at which holders of Capital Securities are entitled to vote or upon
any solicitation of consents, waivers or proxies of holders of Capital
Securities, the Agent shall, as soon as practicable thereafter, mail to the
Holders of Normal Units a notice (a) containing such information as is contained
in the notice or solicitation, (b) stating that each Holder on the record date
set by the Agent therefor (which, to the extent possible, shall be the same date
as the record date for determining the holders of Capital Securities entitled to
vote) shall be entitled to instruct the Agent as to the exercise of the voting
rights pertaining to the Pledged Capital Securities underlying their Normal
Units and (c) stating the manner in which such instructions may be given. Upon
the written request of the Holders of Normal Units on such record date, the
Agent shall endeavor insofar as practicable to vote or cause to be voted, in
accordance with the instructions set forth in such requests, the maximum number
of Pledged Capital Securities as to which any particular voting instructions are
received. In the absence of specific instructions from the Holder of a Normal
Unit, the Agent shall abstain from voting the Pledged Capital Security
underlying such Normal Unit. The Company hereby agrees, if applicable, to
solicit Holders of Normal Units to timely instruct the Agent in order to enable
the Agent to vote such Pledged Capital Securities and the Trust shall covenant
to such effect in the Declaration.

           Section 4.3 Distribution of Debentures. Upon a voluntary or
involuntary dissolution of the Trust in accordance with the Declaration, the
Liquidation Distribution shall be delivered to the Collateral Agent in exchange
for the Pledged Capital Securities. Thereafter, the applicable part of the
Liquidation Distribution (as defined in the Declaration) will be substituted for
the Pledged Capital Securities, and will be held by the Collateral Agent in
accordance with the terms of the Pledge Agreement to secure the obligations of
each Holder of Normal Units to purchase the Common Stock of the



                                       31
<PAGE>   37
Company under the Purchase Contracts constituting a part of such Normal Units.
The remaining portion of the Liquidation Distribution shall be distributed to
the Holders of Separate Capital Securities (as defined in the Pledge Agreement).
Following a voluntary or involuntary dissolution of the Trust, the Holders and
the Collateral Agent shall have such security interests, rights and obligations
with respect to the Liquidation Distribution as the Holders and the Collateral
Agent had in respect of the Pledged Capital Securities as provided in Articles
II, III, IV, V and VI of the Pledge Agreement, and, unless the context otherwise
requires, any reference herein to the Capital Securities or Pledged Capital
Securities shall be deemed to be a reference to such Debentures. The Company may
cause to be made in any Normal Units Certificates thereafter to be issued such
change in phraseology and form (but not in substance) as may be appropriate to
reflect the liquidation of the Trust and the substitution of Debentures for
Capital Securities as Collateral.

                                    ARTICLE V

                     THE PURCHASE CONTRACTS; THE REMARKETING

           Section 5.1 Purchase of Shares of Common Stock. Each Purchase
Contract shall, unless an Early Settlement has occurred in accordance with
Section 5.7, or a Merger Early Settlement has occurred in accordance with
Section 5.8, obligate the Holder of the related Unit to purchase, and the
Company to sell, on the Stock Purchase Date at a price equal to $50 (the
"Purchase Price"), a number of newly issued shares of Common Stock equal to the
Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have
occurred a Termination Event with respect to the Unit of which such Purchase
Contract is a part. The "Settlement Rate" is equal to (a) if the Applicable
Market Value (as defined below) is greater than $- (the "Threshold Appreciation
Price"), - shares of Common Stock per Purchase Contract, (b) if the Applicable
Market Value is less than the Threshold Appreciation Price, but is greater than
$-, the number of shares of Common Stock per Purchase Contract equal to the
Stated Amount of the related Unit divided by the Applicable Market Value and (c)
if the Applicable Market Value is less than $-, -shares of Common Stock per
Purchase Contract, in each case subject to adjustment as provided in Section 5.4
(and in each case rounded upward or downward to the nearest 1/10,000th of a
share). As provided in Section 5.10, no fractional shares of Common Stock will
be issued upon settlement of Purchase Contracts.

           The "Applicable Market Value" means the average of the Closing Price
per share of Common Stock on each of the 20 consecutive Trading Days ending on
the third Trading Day immediately preceding the Stock Purchase Date. The
"Closing Price" of the Common Stock on any date of determination means the
closing sale price (or, if no closing price is reported, the last reported sale
price) of the Common Stock on the New York



                                       32
<PAGE>   38
Stock Exchange (the "NYSE") on such date or, if the Common Stock is not listed
for trading on the NYSE on any such date, as reported in the composite
transactions for the principal United States securities exchange on which the
Common Stock is so listed, or if the Common Stock is not so listed on a United
States national or regional securities exchange, as reported by The Nasdaq Stock
Market, or, if the Common Stock is not so reported, the last quoted bid price
for the Common Stock in the over-the-counter market as reported by the National
Quotation Bureau or similar organization, or, if such bid price is not
available, the market value of the Common Stock on such date as determined by a
nationally recognized independent investment banking firm retained for this
purpose by the Company. A "Trading Day" means a day on which the Common Stock
(A) is not suspended from trading on any national or regional securities
exchange or association or over-the-counter market at the close of business and
(B) has traded at least once on the national or regional securities exchange or
association or over-the-counter market that is the primary market for the
trading of the Common Stock.

           Each Holder of a Unit, by its acceptance thereof, irrevocably
authorizes the Agent to enter into and perform the related Purchase Contract on
its behalf as its attorney-in-fact (including the execution of Certificates on
behalf of such Holder), agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform its obligations under such Purchase Contracts,
and consents to the provisions hereof, irrevocably authorizes the Agent as its
attorney-in-fact to enter into and perform the Pledge Agreement on its behalf as
its attorney-in-fact, and consents to and agrees to be bound by the Pledge of
the Capital Securities, the appropriate Treasury Consideration or the Treasury
Securities pursuant to the Pledge Agreement; provided that upon a Termination
Event, the rights of the Holder of such Unit under the Purchase Contract may be
enforced without regard to any other rights or obligations. Each Holder of a
Unit, by its acceptance thereof, further covenants and agrees, that, to the
extent and in the manner provided in Section 5.2 and the Pledge Agreement, but
subject to the terms thereof, payments in respect of the Capital Securities, the
appropriate Treasury Consideration or the Treasury Securities to be paid upon
settlement of such Holder's obligations to purchase Common Stock under the
Purchase Contract, shall be paid on the Stock Purchase Date by the Collateral
Agent to the Company in satisfaction of such Holder's obligations under such
Purchase Contract.

           Upon registration of transfer of a Certificate, the transferee shall
be bound (without the necessity of any other action on the part of such
transferee) under the terms of this Agreement, the Purchase Contracts underlying
such Certificate and the Pledge Agreement, and the transferor shall be released
from the obligations under this Agreement, the Purchase Contracts underlying the
Certificates so transferred and the Pledge Agreement. The Company covenants and
agrees, and each Holder of a Certificate, by its



                                       33
<PAGE>   39
acceptance thereof, likewise covenants and agrees, to be bound by the provisions
of this paragraph.

           Section 5.2 Payment of Purchase Price; Remarketing. (a) Unless a
Termination Event has occurred or a Holder of a Unit has settled the underlying
Purchase Contract through an Early Settlement pursuant to Section 5.7 or a
Merger Early Settlement pursuant to Section 5.8, the settlement of the Purchase
Contract underlying a Unit will be made in accordance with this Section 5.2.

           (b) (i) The Company shall engage a nationally recognized investment
bank (the "Remarketing Agent") pursuant to the Remarketing Agreement
(substantially in the form attached hereto as Exhibit E, with such changes and
modifications as the parties thereto may agree on) to sell the Capital
Securities of Holders of Normal Units, other than Holders that have elected not
to participate in the remarketing pursuant to (iv) below and holders of Separate
Capital Securities, that have elected to participate in the remarketing,
pursuant to (iv) below. On the seventh day prior to February 15, 2003, the Agent
shall give Holders of Normal Units and holders of Separate Capital Securities
notice of remarketing in a daily newspaper in the English language of general
circulation in The City of New York, which is expected to be The Wall Street
Journal, including the specific U.S. Treasury security or securities (including
the CUSIP number and/or the principal terms of such Treasury security or
securities) described in clause (iv) below, that must be delivered by Holders of
Normal Units that elect not to participate in the remarketing pursuant to (iv)
below, no later than 10:00 a.m. on the fourth Business Day immediately preceding
the Remarketing Date. The Agent shall notify, by 10:00 a.m., New York City time,
on the third Business Day immediately preceding the Remarketing Date, the
Remarketing Agent and the Collateral Agent of the aggregate number of Capital
Securities of Normal Unit Holders to be remarketed. On the third Business Day
immediately preceding the Remarketing Date, no later than by 10:00 a.m. New York
City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent
will notify the Remarketing Agent of the aggregate number of Separate Capital
Securities to be remarketed. On the first Business Day immediately preceding the
Remarketing Date, the Collateral Agent and the Custodial, pursuant to the terms
of the Pledge Agreement, will deliver for remarketing to the Remarketing Agent
all Capital Securities to be remarketed. Upon receipt of such notice from the
Agent and the Custodial Agent and such Capital Securities from the Collateral
Agent and the Custodial Agent, the Remarketing Agent will, on the third Business
Day following the Remarketing Date, use its reasonable best efforts to sell such
Capital Securities on such date at a price equal to 100.5% of the Remarketing
Value. The Remarketing Agent will use the proceeds from a successful remarketing
to purchase the appropriate U.S. Treasury securities (the "Agent-purchased
Security Treasury Consideration") with the CUSIP numbers, if any, selected by
Remarketing Agent, described in clauses (i)(1) and (ii)(1) of the definition of
Remarketing Value related to the



                                       34
<PAGE>   40
Capital Securities of Holders of Normal Units that were remarketed. On or prior
to the third Business Day following the Remarketing Date, the Remarketing Agent
shall deliver such Agent-purchased Treasury Consideration to the Agent, which
shall thereupon deliver such Agent-purchased Treasury Consideration to the
Collateral Agent. The Collateral Agent, for the benefit of the Company, will
thereupon apply such Agent-purchased Treasury Consideration, in accordance with
the Pledge Agreement, to secure such Holders' obligations under the Purchase
Contracts. The Remarketing Agent will deduct as a remarketing fee an amount not
exceeding 25 basis points (.25%) of the total proceeds from the remarketing. The
Remarketing Agent will remit (1) the portion of the proceeds from the
remarketing attributable to the Separate Capital Securities to the holders of
Separate Capital Securities that were remarketed and (2) the remaining portion
of the proceeds, less those proceeds used to purchase the Agent-purchased
Treasury Consideration, to the Agent for the benefit of the Holders of the
Normal Units that were remarketed, all determined on a pro rata basis, in each
case, on or prior to the third Business Day following the Remarketing Date.
Holders whose Capital Securities are so remarketed will not otherwise be
responsible for the payment of any Remarketing Fee in connection therewith.

           The "Remarketing Value" means the sum of (i) the value at the
Remarketing Date or the Subsequent Remarketing Date, as the case may be, of U.S.
Treasury securities that will pay, on or prior to the Quarterly Payment Date
falling on the Stock Purchase Date, an amount of cash equal to the aggregate
distributions that are scheduled to be payable on that Quarterly Payment Date,
on (1) the Capital Securities which are included in Normal Units and (2) the
Separate Capital Securities, in each case, which are participating in the
remarketing, assuming for that purpose that (x) no distribution payment on the
Capital Securities will then have been deferred and (y) the distribution rate on
the Capital Securities is equal to the Coupon Rate, (ii) the value at the
Remarketing Date or the Subsequent Remarketing Date, as the case may be, of U.S.
Treasury securities that will pay, on or prior to the Stock Purchase Date, an
amount of cash equal to the Stated Amount of (1) such Capital Securities that
are included in Normal Units and (2) the Separate Capital Securities, in each
case, which are participating in the remarketing, and (iii) if distribution
payments on the Capital Securities are then being deferred, the amount equal to
the aggregate unpaid distribution payments on (1) the Capital Securities that
are included in Normal Units and (2) the Separate Capital Securities, in each
case, which are participating in the remarketing accrued to the third business
day following the Remarketing Date or the Subsequent Remarketing Date, as the
case may be; provided that for purposes of clauses (i) and (ii), above, the
Remarketing Value shall be calculated on the assumptions that (x) the U.S.
Treasury securities are highly liquid and mature on or within 35 days prior to
the Stock Purchase Date, as determined in good faith by the Remarketing Agent in
a manner intended to minimize the Remarketing Value, and (y) the U.S. Treasury
securities are valued based on the ask-side price of the Treasury securities at
a time



                                       35
<PAGE>   41
between 9:00 a.m. and 11:00 a.m., New York City time, selected by the
Remarketing Agent, on the Remarketing Date or Subsequent Remarketing Date, as
the case may be, as determined on a third-day settlement basis by a reasonably
and customary means selected in good faith by the Remarketing Agent, plus
accrued interest to that date.

           (ii) If, in spite of using its commercially reasonable best efforts,
the Remarketing Agent cannot remarket the Capital Securities included in the
remarketing at a price equal to at least 100.5% of the Remarketing Value, the
remarketing will be deemed to have failed (a "Failed Remarketing"). If a Failed
Remarketing occurs, within three Business Days following the Remarketing Date,
the Remarketing Agent shall return any Capital Securities delivered to it to the
Collateral Agent and the Custodial Agent, as applicable. The Remarketing Agent
may make one or more attempts to remarket the Capital Securities in accordance
with the procedures set forth in this Section 5.2(b) and the Remarketing
Agreement, provided that (i) the notice of any Subsequent Remarketing cannot be
given until the Failed Remarketing notice (referred to below) has been published
in respect of any immediately preceding Failed Remarketing and (ii) the
settlement date in respect of any Subsequent Remarketing must fall no later than
on the Business Day immediately preceding the Stock Purchase Date. If by the
Stock Purchase Date the Remarketing Agent has failed to remarket the Capital
Securities at 100.5% of the Remarketing Value, in accordance with the terms of
the Pledge Agreement the Collateral Agent, for the benefit of the Company, may
exercise its rights as a secured party with respect to such Capital Securities,
including those actions specified in (b) (iii) below; provided, that if upon a
Failed Remarketing, the Collateral Agent exercises such rights for the benefit
of the Company with respect to such Capital Securities, any accumulated and
unpaid distributions on such Capital Securities will become payable by the
Company to the Agent for payment to the Holder of the Normal Units to which such
Capital Securities relates. Such payment will be made by the Company on or prior
to 11 a.m., New York City time, on the Stock Purchase Date in lawful money of
the United States by certified or cashiers' check or wire transfer in
immediately available funds payable to or upon the order of the Agent. The
Company will cause a notice of any Failed Remarketing to be published on the
second Business Day following the Remarketing Date and any Subsequent
Remarketing Date, as the case may be, in a daily newspaper in the English
language of general circulation in The City of New York, which is expected to be
The Wall Street Journal.

           (iii) With respect to any Capital Securities which constitute part of
Normal Units which are subject to a Failed Remarketing, the Collateral Agent for
the benefit of the Company reserves all of its rights as a secured party with
respect thereto and, subject to applicable law and paragraph (e) below, may,
among other things, (x) retain such Capital Securities in full satisfaction of
the Holders obligations under the Purchase Contracts or (y) sell such Capital
Securities in one or more public or private sales.



                                       36
<PAGE>   42
           (iv) A Holder of Normal Units may elect not to participate in the
remarketing and retain the Capital Securities underlying such Units by notifying
the Agent of such election and delivering the specific U.S. Treasury security or
securities (including the CUSIP number and/or the principal terms of such
security or securities) identified by the Agent that constitute the U.S.
Treasury securities described in clauses (i) and (ii) of the definition of
Remarketing Value relating to the retained Capital Securities (as if only such
Capital Securities were being remarketed) (the "Opt-out Treasury Consideration")
to the Agent not later than 10:00 a.m. on the fourth Business Day prior to the
Remarketing Date (or, in the case of a Failed Remarketing, not later than 10:00
a.m. on the Business Day immediately prior to the Subsequent Remarketing Date).
Upon receipt thereof by the Agent, the Agent shall deliver such Opt-out Treasury
Consideration to the Collateral Agent, which will, for the benefit of the
Company, thereupon apply such Opt-out Treasury Consideration to secure such
Holder's obligations under the Purchase Contracts. On the first Business Day
immediately preceding the Remarketing Date, the Collateral Agent, pursuant to
the terms of the Pledge Agreement, will deliver the Pledged Capital Securities
of such Holder to the Agent. Within three Business Days following the
Remarketing Date, (i) if the remarketing was successful, the Agent shall
distribute such Capital Securities to the Holders thereof, and (ii) if there was
a Failed Remarketing on such date, the Agent will deliver such Capital
Securities to the Collateral Agent, which will, for the benefit of the Company,
thereupon apply such Capital Securities to secure such Holders' obligations
under the Purchase Contract and return the Opt-out Treasury Consideration
delivered by such Holders to such Holders. A Holder that does not so deliver the
Opt-out Treasury Consideration pursuant to this clause (iv) shall be deemed to
have elected to participate in the remarketing.

           (c) Upon the maturity of the Pledged Treasury Securities underlying
the Stripped Units and the Pledged Treasury Consideration underlying the Normal
Units, on the Stock Purchase Date, the Collateral Agent shall remit to the
Company an amount equal to the aggregate Purchase Price applicable to such
Units, as payment for the Common Stock issuable upon settlement thereof without
receiving any instructions from the Holders of such Units. In the event the
payments in respect of the Pledged Treasury Securities or the Pledged Treasury
Consideration, underlying a Unit is in excess of the Purchase Price of the
Purchase Contract being settled thereby, the Collateral Agent will distribute
such excess to the Agent for the benefit of the Holder of such Unit when
received.

           (d) Any distribution to Holders of excess funds and interest
described in paragraphs (b) and (c) above shall be payable at the office of the
Agent in The City of New York maintained for that purpose or, at the option of
the Holder or the holder of separate Capital Securities, as applicable, by check
mailed to the address of the Person entitled thereto at such address as it
appears on the Register or by wire transfer to an account specified by the
Holder or the holder of separate Capital Securities, as applicable.



                                       37
<PAGE>   43
           (e) The obligations of each Holder to pay the Purchase Price are
non-recourse obligations and except to the extent paid by Early Settlement or
Merger Early Settlement, are payable solely out of the proceeds of any
Collateral pledged to secure the obligations of the Holders and in no event will
Holders be liable for any deficiency between such payments and the Purchase
Price.

           (f) Notwithstanding anything to the contrary herein, the Company
shall not be obligated to issue any Common Stock in respect of a Purchase
Contract or deliver any certificates therefor to the Holder of the related Unit
unless the Company shall have received payment in full of the aggregate Purchase
Price for the shares of Common Stock to be purchased thereunder by such Holder
in the manner herein set forth.

           Section 5.3 Issuance of Shares of Common Stock. Unless a Termination
Event shall have occurred on or prior to the Stock Purchase Date or an Early
Settlement or a Merger Early Settlement shall have occurred, on the Stock
Purchase Date, upon its receipt of payment in full of the Purchase Price for the
shares of Common Stock purchased by the Holders pursuant to the foregoing
provisions of this Article and subject to Section 5.4(b), the Company shall
issue and deposit with the Agent, for the benefit of the Holders of the
Outstanding Securities, one or more certificates representing the newly issued
shares of Common Stock registered in the name of the Agent (or its nominee) as
custodian for the Holders (such certificates for shares of Common Stock,
together with any dividends or distributions for which a record date and payment
date for such dividend or distribution has occurred after the Stock Purchase
Date, being hereinafter referred to as the "Purchase Contract Settlement Fund")
to which the Holders are entitled hereunder. Subject to the foregoing, upon
surrender of a Certificate to the Agent on or after the Stock Purchase Date,
together with settlement instructions thereon duly completed and executed, the
Holder of such Certificate shall be entitled to receive in exchange therefor a
certificate representing that number of whole shares of Common Stock which such
Holder is entitled to receive pursuant to the provisions of this Article V
(after taking into account all Units then held by such Holder) together with
cash in lieu of fractional shares as provided in Section 5.10 and any dividends
or distributions with respect to such shares constituting part of the Purchase
Contract Settlement Fund, but without any interest thereon, and the Certificate
so surrendered shall forthwith be cancelled. Such shares shall be registered in
the name of the Holder or the Holder's designee as specified in the settlement
instructions provided by the Holder to the Agent. If any shares of Common Stock
issued in respect of a Purchase Contract are to be registered to a Person other
than the Person in whose name the Certificate evidencing such Purchase Contract
is registered, no such registration shall be made unless the Person requesting
such registration has paid any transfer and other taxes required by reason of
such registration in a name other than that of the registered Holder of such
Certificate or has established to the satisfaction of the Company that such tax
either has been paid or is not payable.



                                       38
<PAGE>   44
           Section 5.4 Adjustment of Settlement Rate. (a) Adjustments for
Dividends, Distributions, Stock Splits, Etc. (1) In case the Company shall pay
or make a dividend or other distribution on the Common Stock in Common Stock,
the Settlement Rate, as in effect at the opening of business on the day
following the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution shall be increased by dividing such
Settlement Rate by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding at the close of business on the date fixed
for such determination and the denominator shall be the sum of such number of
shares and the total number of shares constituting such dividend or other
distribution, such increase to become effective immediately after the opening of
business on the day following the date fixed for such determination. For the
purposes of this paragraph (1), the number of shares of Common Stock at the time
outstanding shall not include shares held in the treasury of the Company but
shall include any shares issuable in respect of any scrip certificates issued in
lieu of fractions of shares of Common Stock. The Company will not pay any
dividend or make any distribution on shares of Common Stock held in the treasury
of the Company.

           (2) In case the Company shall issue rights, options or warrants to
all holders of its Common Stock (not being available on an equivalent basis to
Holders of the Units upon settlement of the Purchase Contracts underlying such
Units) entitling them, for a period expiring within 45 days after the record
date for the determination of stockholders entitled to receive such rights,
options or warrants, to subscribe for or purchase shares of Common Stock at a
price per share less than the Current Market Price per share of the Common Stock
on the date fixed for the determination of stockholders entitled to receive such
rights, options or warrants (other than pursuant to a dividend reinvestment
plan), the Settlement Rate in effect at the opening of business on the day
following the date fixed for such determination shall be increased by dividing
such Settlement Rate by a fraction, the numerator of which shall be the number
of shares of Common Stock outstanding at the close of business on the date fixed
for such determination plus the number of shares of Common Stock which the
aggregate of the offering price of the total number of shares of Common Stock so
offered for subscription or purchase would purchase at such Current Market Price
and the denominator of which shall be the number of shares of Common Stock
outstanding at the close of business on the date fixed for such determination
plus the number of shares of Common Stock so offered for subscription or
purchase, such increase to become effective immediately after the opening of
business on the day following the date fixed for such determination. For the
purposes of this paragraph (2), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Company but
shall include any shares issuable in respect of any scrip certificates issued in
lieu of fractions of shares of Common Stock. The Company shall not issue any
such rights, options or warrants in respect of shares of Common Stock held in
the treasury of the Company.



                                       39
<PAGE>   45
           (3) In case outstanding shares of Common Stock shall be subdivided or
split into a greater number of shares of Common Stock, the Settlement Rate in
effect at the opening of business on the day following the day upon which such
subdivision or split becomes effective shall be proportionately increased, and,
conversely, in case outstanding shares of Common Stock shall each be combined
into a smaller number of shares of Common Stock, the Settlement Rate in effect
at the opening of business on the day following the day upon which such
combination becomes effective shall be proportionately reduced, such increase or
reduction, as the case may be, to become effective immediately after the opening
of business on the day following the day upon which such subdivision, split or
combination becomes effective.

           (4) In case the Company shall, by dividend or otherwise, distribute
to all holders of its Common Stock evidences of its indebtedness or assets
(including securities, but excluding any rights or warrants referred to in
paragraph (2) of this Section, any dividend or distribution paid exclusively in
cash and any dividend or distribution referred to in paragraph (1) of this
Section), the Settlement Rate shall be adjusted so that the same shall equal the
rate determined by dividing the Settlement Rate in effect immediately prior to
the close of business on the date fixed for the determination of stockholders
entitled to receive such distribution by a fraction, the numerator of which
shall be the Current Market Price per share of the Common Stock on the date
fixed for such determination less the then fair market value (as determined by
the Board of Directors, whose determination shall be conclusive and described in
a Board Resolution filed with the Agent) of the portion of the assets or
evidences of indebtedness so distributed applicable to one share of Common Stock
and the denominator of which shall be such Current Market Price per share of the
Common Stock, such adjustment to become effective immediately prior to the
opening of business on the day following the date fixed for the determination of
stockholders entitled to receive such distribution. In any case in which this
paragraph (4) is applicable, paragraph (2) of this Section shall not be
applicable.

           (5) In case the Company shall, (i) by dividend or otherwise,
distribute to all holders of its Common Stock cash (excluding any cash that is
distributed in a Reorganization Event to which Section 5.4(b) applies or as
part of a distribution referred to in paragraph (4) of this Section) in an
aggregate amount that, combined together with (ii) the aggregate amount of any
other distributions to all holders of its Common Stock made exclusively in cash
within the 12 months preceding the date of payment of such distribution and in
respect of which no adjustment pursuant to this paragraph (5) or paragraph (6)
of this Section has been made and (iii) the aggregate of any cash plus the fair
market value (as determined by the Board of Directors, whose determination shall
be conclusive and described in a Board Resolution) of consideration payable in
respect of any tender or exchange offer by the Company or any of its
subsidiaries for all or any portion of the Common Stock concluded within the 12
months preceding the date of payment of the



                                       40
<PAGE>   46
distribution described in clause (i) above and in respect of which no adjustment
pursuant to this paragraph (5) or paragraph (6) of this Section has been made,
exceeds 15% of the product of the Current Market Price per share of the Common
Stock on the date for the determination of holders of shares of Common Stock
entitled to receive such distribution times the number of shares of Common Stock
outstanding on such date, then, and in each such case, immediately after the
close of business on such date for determination, the Settlement Rate shall be
increased so that the same shall equal the rate determined by dividing the
Settlement Rate in effect immediately prior to the close of business on the date
fixed for determination of the stockholders entitled to receive such
distribution by a fraction (i) the numerator of which shall be equal to the
Current Market Price per share of the Common Stock on the date fixed for such
determination less an amount equal to the quotient of (x) the combined amount
distributed or payable in the transactions described in clauses (i), (ii) and
(iii) above and (y) the number of shares of Common Stock outstanding on such
date for determination and (ii) the denominator of which shall be equal to the
Current Market Price per share of the Common Stock on such date for
determination.

           (6) In case (i) a tender or exchange offer made by the Company or any
subsidiary of the Company for all or any portion of the Common Stock shall
expire and such tender or exchange offer (as amended upon the expiration
thereof) shall require the payment to stockholders (based on the acceptance (up
to any maximum specified in the terms of the tender or exchange offer) of
Purchased Shares) of an aggregate consideration having a fair market value (as
determined by the Board of Directors, whose determination shall be conclusive
and described in a Board Resolution) that combined together with (ii) the
aggregate of the cash plus the fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a Board
Resolution), as of the expiration of such tender or exchange offer, of
consideration payable in respect of any other tender or exchange offer, by the
Company or any subsidiary of the Company for all or any portion of the Common
Stock expiring within the 12 months preceding the expiration of such tender or
exchange offer and in respect of which no adjustment pursuant to paragraph (5)
of this Section or this paragraph (6) has been made and (iii) the aggregate
amount of any distributions to all holders of the Company's Common Stock made
exclusively in cash within the 12 months preceding the expiration of such tender
or exchange offer and in respect of which no adjustment pursuant to paragraph
(5) of this Section or this paragraph (6) has been made, exceeds 15% of the
product of the Current Market Price per share of the Common Stock as of the last
time (the "Expiration Time") tenders could have been made pursuant to such
tender or exchange offer (as it may be amended) times the number of shares of
Common Stock outstanding (including any tendered shares) on the Expiration Time,
then, and in each such case, immediately prior to the opening of business on the
day after the date of the Expiration Time, the Settlement Rate shall be adjusted
so that the same shall equal the rate determined by dividing the Settlement Rate
immediately prior to the close of business on the date of the Expiration



                                       41
<PAGE>   47
Time by a fraction (i) the numerator of which shall be equal to (A) the product
of (i) the Current Market Price per share of the Common Stock on the date of the
Expiration Time and (ii) the number of shares of Common Stock outstanding
(including any tendered shares) on the Expiration Time less (B) the amount of
cash plus the fair market value (determined as aforesaid) of the aggregate
consideration payable to stockholders based on the transactions described in
clauses (i), (ii) and (iii) above (assuming in the case of clause (i) the
acceptance, up to any maximum specified in the terms of the tender or exchange
offer, of Purchased Shares), and (ii) the denominator of which shall be equal to
the product of (A) the Current Market Price per share of the Common Stock as of
the Expiration Time and (B) the number of shares of Common Stock outstanding
(including any tendered shares) as of the Expiration Time less the number of all
shares validly tendered and not withdrawn as of the Expiration Time (the shares
deemed so accepted, up to any such maximum, being referred to as the "Purchased
Shares").

           (7) The reclassification of Common Stock into securities including
securities other than Common Stock (other than any reclassification upon a
Reorganization Event to which Section 5.4(b) applies) shall be deemed to involve
(a) a distribution of such securities other than Common Stock to all holders of
Common Stock (and the effective date of such reclassification shall be deemed to
be "the date fixed for the determination of stockholders entitled to receive
such distribution" and the "date fixed for such determination" within the
meaning of paragraph (4) of this Section), and (b) a subdivision, split or
combination, as the case may be, of the number of shares of Common Stock
outstanding immediately prior to such reclassification into the number of shares
of Common Stock outstanding immediately thereafter (and the effective date of
such reclassification shall be deemed to be "the day upon which such subdivision
or split becomes effective" or "the day upon which such combination becomes
effective," as the case may be, and "the day upon which such subdivision, split
or combination becomes effective" within the meaning of paragraph (3) of this
Section).

           (8) The "Current Market Price" per share of Common Stock on any day
means the average of the daily Closing Prices for the 5 consecutive Trading Days
selected by the Company commencing not more than 30 Trading Days before, and
ending not later than, the earlier of the day in question and the day before the
"ex date" with respect to the issuance or distribution requiring such
computation. For purposes of this paragraph, the term "ex date," when used with
respect to any issuance or distribution, shall mean the first date on which the
Common Stock trades regular way on such exchange or in such market without the
right to receive such issuance or distribution.

           (9) All adjustments to the Settlement Rate shall be calculated to the
nearest 1/10,000th of a share of Common Stock (or if there is not a nearest
1/10,000th of a share to the next lower 1/10,000th of a share). No adjustment in
the Settlement Rate shall be



                                       42
<PAGE>   48
required unless such adjustment would require an increase or decrease of at
least one percent therein; provided, that any adjustments which by reason of
this subparagraph are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. If an adjustment is made to the
Settlement Rate pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or (10)
of this Section 5.4(a), an adjustment shall also be made to the Applicable
Market Value solely to determine which of clauses (a), (b) or (c) of the
definition of Settlement Rate in Section 5.1 will apply on the Stock Purchase
Date. Such adjustment shall be made by multiplying the Applicable Market Value
by a fraction, the numerator of which shall be the Settlement Rate immediately
after such adjustment pursuant to paragraph (1), (2), (3), (4), (5), (6), (7) or
(10) of this Section 5.4(a) and the denominator of which shall be the Settlement
Rate immediately before such adjustment; provided, that if such adjustment to
the Settlement Rate is required to be made pursuant to the occurrence of any of
the events contemplated by paragraph (1), (2), (3), (4), (5), (7) or (10) of
this Section 5.4(a) during the period taken into consideration for determining
the Applicable Market Value, appropriate and customary adjustments shall be made
to the Settlement Rate.

           (10) The Company may make such increases in the Settlement Rate, in
addition to those required by this Section, as it considers to be advisable in
order to avoid or diminish any income tax to any holders of shares of Common
Stock resulting from any dividend or distribution of stock or issuance of rights
or warrants to purchase or subscribe for stock or from any event treated as such
for income tax purposes or for any other reasons.

           (b) Adjustment for Consolidation, Merger or Other Reorganization
Event. In the event of (i) any consolidation or merger of the Company with or
into another Person (other than a merger or consolidation in which the Company
is the continuing corporation and in which the Common Stock outstanding
immediately prior to the merger or consolidation is not exchanged for cash,
securities or other property of the Company or another corporation), (ii) any
sale, transfer, lease or conveyance to another Person of the property of the
Company as an entirety or substantially as an entirety, (iii) any statutory
exchange of securities of the Company with another Person (other than in
connection with a merger or acquisition) or (iv) any liquidation, dissolution or
winding up of the Company other than as a result of or after the occurrence of a
Termination Event (any such event, a "Reorganization Event"), the Settlement
Rate will be adjusted to provide that each Holder of Units will receive on the
Stock Purchase Date with respect to each Purchase Contract forming a part
thereof, the kind and amount of securities, cash and other property receivable
upon such Reorganization Event (without any interest thereon, and without any
right to dividends or distribution thereon which have a record date that is
prior to the Stock Purchase Date) by a Holder of the number of shares of Common
Stock issuable on account of each Purchase Contract if the Stock Purchase Date
had occurred immediately



                                       43
<PAGE>   49
prior to such Reorganization Event assuming such Holder of Common Stock is not a
Person with which the Company consolidated or into which the Company merged or
which merged into the Company or to which such sale or transfer was made, as the
case may be (any such Person, a "Constituent Person"), or an Affiliate of a
Constituent Person to the extent such Reorganization Event provides for
different treatment of Common Stock held by Affiliates of the Company and
non-Affiliates and such Holder failed to exercise his rights of election, if
any, as to the kind or amount of securities, cash and other property receivable
upon such Reorganization Event (provided that if the kind or amount of
securities, cash and other property receivable upon such Reorganization Event is
not the same for each share of Common Stock held immediately prior to such
Reorganization Event by other than a Constituent Person or an Affiliate thereof
and in respect of which such rights of election shall not have been exercised
("non-electing share"), then for the purpose of this Section the kind and amount
of securities, cash and other property receivable upon such Reorganization Event
by each non-electing share shall be deemed to be the kind and amount so
receivable per share by a plurality of the non-electing shares). In the event of
such a Reorganization Event, the Person formed by such consolidation, merger or
exchange or the Person which acquires the assets of the Company or, in the event
of a liquidation or dissolution of the Company, the Company or a liquidating
trust created in connection therewith, shall execute and deliver to the Agent an
agreement supplemental hereto providing that the Holder of each Outstanding
Security shall have the rights provided by this Section 5.4. Such supplemental
agreement shall provide for adjustments which, for events subsequent to the
effective date of such supplemental agreement, shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Section. The above
provisions of this Section shall similarly apply to successive Reorganization
Events.

           Section 5.5  Notice of Adjustments and Certain Other Events. (a)
Whenever the Settlement Rate is adjusted as herein provided, the Company shall:

           (i) forthwith compute the Settlement Rate in accordance with Section
      5.4 and prepare and transmit to the Agent an Officer's Certificate setting
      forth the Settlement Rate, the method of calculation thereof in reasonable
      detail, and the facts requiring such adjustment and upon which such
      adjustment is based; and

           (ii) within 10 Business Days following the occurrence of an event
      that requires an adjustment to the Settlement Rate pursuant to Section 5.4
      (or if the Company is not aware of such occurrence, as soon as practicable
      after becoming so aware), provide a written notice to the Holders of the
      Units of the occurrence of such event and a statement in reasonable detail
      setting forth the method by which the adjustment to the Settlement Rate
      was determined and setting forth the adjusted Settlement Rate.



                                       44
<PAGE>   50
           (b) The Agent shall not at any time be under any duty or
responsibility to any Holder of Units to determine whether any facts exist which
may require any adjustment of the Settlement Rate, or with respect to the nature
or extent or calculation of any such adjustment when made, or with respect to
the method employed in making the same. The Agent shall not be accountable with
respect to the validity or value (or the kind or amount) of any shares of Common
Stock, or of any securities or property, which may at the time be issued or
delivered with respect to any Purchase Contract; and the Agent makes no
representation with respect thereto. The Agent shall not be responsible for any
failure of the Company to issue, transfer or deliver any shares of Common Stock
pursuant to a Purchase Contract or to comply with any of the duties,
responsibilities or covenants of the Company contained in this Article.

           Section 5.6 Termination Event; Notice. The Purchase Contracts and all
obligations and rights of the Company and the Holders thereunder, including the
rights and obligations of Holders to purchase Common Stock, shall immediately
and automatically terminate, without the necessity of any notice or action by
any Holder, the Agent or the Company, if, on or prior to the Stock Purchase
Date, a Termination Event shall have occurred. Upon and after the occurrence of
a Termination Event, the Normal Units shall thereafter represent the right to
receive the Capital Securities or the appropriate Treasury Consideration, as the
case may be, forming a part of such Normal Units, and the Stripped Units shall
thereafter represent the right to receive the Treasury Securities forming a part
of such Stripped Units, in each case in accordance with the provisions of
Section 4.3 of the Pledge Agreement. Upon the occurrence of a Termination Event,
the Company shall promptly but in no event later than two Business Days
thereafter give written notice to the Agent, the Collateral Agent and to the
Holders, at their addresses as they appear in the Register.

           Section 5.7 Early Settlement. (a) Subject to and upon compliance with
the provisions of this Section 5.7, Purchase Contracts underlying Units having
an aggregate Stated Amount equal to $1,000 or an integral multiple thereof, may,
at the option of the Holder thereof, be settled early ("Early Settlement") on or
prior to the seventh Business Day immediately preceding the Remarketing Date or
any Subsequent Remarketing Date. In order to exercise the right to effect Early
Settlement with respect to any Purchase Contracts, the Holder of the Certificate
evidencing the related Units shall deliver such Certificate to the Agent at the
Corporate Trust office duly endorsed for transfer to the Company or in blank
with the form of Election to Settle Early on the reverse thereof duly completed
and accompanied by payment (payable to the Company in immediately available
funds in an amount (the "Early Settlement Amount") equal to the product of (A)
the Stated Amount of such Units times (B) the number of Purchase Contracts with
respect to which the Holder has elected to effect Early Settlement. No payment
or adjustment shall be made upon Early Settlement of any Purchase Contract on
account of any dividends on



                                       45
<PAGE>   51
the Common Stock issued upon such Early Settlement. If the foregoing
requirements are first satisfied with respect to Purchase Contracts underlying
any Unit at or prior to 5:00 p.m., New York City time, on a Business Day, such
day shall be the "Early Settlement Date" with respect to such Unit and if such
requirements are first satisfied after 5:00 p.m., New York City time, on a
Business Day or on a day that is not a Business Day, the "Early Settlement Date"
with respect to such Units shall be the next succeeding Business Day.

           (b) Upon Early Settlement of any Purchase Contract by the Holder of
the related Units, the Company shall issue, and the Holder shall be entitled to
receive, - shares of Common Stock on account of such Purchase Contract (the
"Early Settlement Rate"). The Early Settlement Rate shall be adjusted in the
same manner and at the same time as the Settlement Rate is adjusted. As promptly
as practicable after Early Settlement of Purchase Contracts in accordance with
the provisions of this Section 5.7, the Company shall issue and shall deliver to
the Agent at the Corporate Trust Office a certificate or certificates for the
full number of shares of Common Stock issuable upon such Early Settlement
together with payment in lieu of any fraction of a share, as provided in Section
5.10.

           (c) No later than the third Business Day after the applicable Early
Settlement Date the Company shall cause (i) the shares of Common Stock issuable
upon Early Settlement of Purchase Contracts to be issued and delivered, and (ii)
the related Pledged Capital Securities or Pledged Treasury Consideration, in the
case of Normal Units, or the related Pledged Treasury Securities, in the case of
Stripped Units, to be released from the Pledge by the Collateral Agent and
transferred, in each case, to the Agent for delivery to the Holder thereof or
the Holder's designee.

           (d) Upon Early Settlement of any Purchase Contracts, and subject to
receipt of shares of Common Stock from the Company and the Pledged Capital
Securities, Pledged Treasury Consideration or Pledged Treasury Securities, as
the case may be, from the Collateral Agent, as applicable, the Agent shall, in
accordance with the instructions provided by the Holder thereof on the
applicable form of Election to Settle Early on the reverse of the Certificate
evidencing the related Units, (i) transfer to the Holder the Pledged Capital
Securities, Pledged Treasury Consideration or Pledged Treasury Securities, as
the case may be, forming a part of such Units, and (ii) deliver to the Holder a
certificate or certificates for the full number of shares of Common Stock
issuable upon such Early Settlement together with payment in lieu of any
fraction of a share, as provided in Section 5.10.

           (e) In the event that Early Settlement is effected with respect to
Purchase Contracts underlying less than all the Units evidenced by a
Certificate, upon such Early Settlement the Company shall execute and the Agent
shall authenticate, countersign and



                                       46
<PAGE>   52
deliver to the Holder thereof, at the expense of the Company, a Certificate
evidencing the Units as to which Early Settlement was not effected.

           Section 5.8 Early Settlement Upon Merger. (a) In the event of a
merger or consolidation of the Company of the type described in clause (i) of
Section 5.4(b) in which the Common Stock outstanding immediately prior to such
merger or consolidation is exchanged for consideration consisting of at least
30% cash or cash equivalents (any such event a "Cash Merger"), then the Company
(or the successor to the Company hereunder) shall be required to offer the
Holder of each Unit the right to settle the Purchase Contract underlying such
Unit prior to the Stock Purchase Date ("Merger Early Settlement") as provided
herein. On or before the fifth Business Day after the consummation of a Cash
Merger, the Company or, at the request and expense of the Company, the Agent,
shall give all Holders notice of the occurrence of the Cash Merger and of the
right of Merger Early Settlement arising as a result thereof. The Company shall
also deliver a copy of such notice to the Agent and the Collateral Agent.

           Each such notice shall contain:

                      (i) the date, which shall be not less than 20 nor more
           than 30 calendar days after the date of such notice, on which the
           Merger Early Settlement will be effected (the "Merger Early
           Settlement Date");

                      (ii) the date, which shall be three Business Days prior to
           the Merger Early Settlement Date, by which the Merger Early
           Settlement right must be exercised;

                      (iii) the Settlement Rate in effect as a result of such
           Cash Merger and the kind and amount of securities, cash and other
           property receivable by the Holder upon settlement of each Purchase
           Contract pursuant to Section 5.4(b);

                      (iv) a statement to the effect that all or a portion of
           the Purchase Price payable by the Holder to settle the Purchase
           Contract will be offset against the amount of cash so receivable upon
           exercise of Merger Early Settlement, as applicable; and

                      (v) the instructions a Holder must follow to exercise the
           Merger Early Settlement right.

           (b) To exercise a Merger Early Settlement right, a Holder shall
deliver to the Agent at the Corporate Trust Office on or before 5:00 p.m., New
York City time on the date specified in the notice the Certificate(s) evidencing
the Units with respect to which



                                       47
<PAGE>   53
the Merger Early Settlement right is being exercised duly endorsed for transfer
to the Company or in blank with the form of Election to Settle Early on the
reverse thereof duly completed and accompanied by payment (payable to the
Company in immediately available funds in an amount equal to the Early
Settlement Amount less the amount of cash that otherwise would be deliverable by
the Company or its successor upon settlement of the Purchase Contract in lieu of
Common Stock pursuant to Section 5.4(b) and as described in the notice to
Holders (the "Merger Early Settlement Amount").

           (c) On the Merger Early Settlement Date the Company shall deliver or
cause to be delivered (i) the net cash, securities and other property to be
received by such exercising Holder, equal to the Settlement Rate as adjusted
pursuant to Section 5.4, in respect of the number of Purchase Contracts for
which such Merger Early Settlement right was exercised, and (ii) the related
Pledged Capital Securities or Pledged Treasury Consideration, in the case of
Normal Units, or Pledged Treasury Securities, in the case of Stripped Units, to
be released from the Pledge by the Collateral Agent and transferred, in each
case, to the Agent for delivery to the Holder thereof or its designee. In the
event a Merger Early Settlement right shall be exercised by a Holder in
accordance with the terms hereof, all references herein to Stock Purchase Date
shall be deemed to refer to such Merger Early Settlement Date.

           (d) Upon Merger Early Settlement of any Purchase Contracts, and
subject to receipt of such net cash, securities or other property from the
Company and the Pledged Capital Securities, Pledged Treasury Consideration or
Pledged Treasury Securities, as the case may be, from the Collateral Agent, as
applicable, the Agent shall, in accordance with the instructions provided by the
Holder thereof on the applicable form of Election to Settle Early on the reverse
of the Certificate evidencing the related Units, (i) transfer to the Holder the
Pledged Capital Securities, Pledged Treasury Consideration or Pledged Treasury
Securities, as the case may be, forming a part of such Units, and (ii) deliver
to the Holder such net cash, securities or other property issuable upon such
Merger Early Settlement together with payment in lieu of any fraction of a
share, as provided in Section 5.10.

           (e) In the event that Merger Early Settlement is effected with
respect to Purchase Contracts underlying less than all the Units evidenced by a
Certificate, upon such Merger Early Settlement the Company (or the successor to
the Company hereunder) shall execute and the Agent shall authenticate,
countersign and deliver to the Holder thereof, at the expense of the Company, a
Certificate evidencing the Units as to which Merger Early Settlement was not
effected.

           Section 5.9 Charges and Taxes. The Company will pay all stock
transfer and similar taxes attributable to the initial issuance and delivery of
the shares of Common



                                       48
<PAGE>   54
Stock pursuant to the Purchase Contracts; provided, that the Company shall not
be required to pay any such tax or taxes which may be payable in respect of any
exchange of or substitution for a Certificate evidencing a Unit or any issuance
of a share of Common Stock in a name other than that of the registered Holder of
a Certificate surrendered in respect of the Units evidenced thereby, other than
in the name of the Agent, as custodian for such Holder, and the Company shall
not be required to issue or deliver such share certificates or Certificates
unless and until the Person or Persons requesting the transfer or issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.

           Section 5.10 No Fractional Shares. No fractional shares or scrip
representing fractional shares of Common Stock shall be issued or delivered upon
settlement on the Stock Purchase Date or upon Early Settlement or Merger Early
Settlement of any Purchase Contracts. If Certificates evidencing more than one
Purchase Contract shall be surrendered for settlement at one time by the same
Holder, the number of full shares of Common Stock which shall be delivered upon
settlement shall be computed on the basis of the aggregate number of Purchase
Contracts evidenced by the Certificates so surrendered. Instead of any
fractional share of Common Stock which would otherwise be deliverable upon
settlement of any Purchase Contracts on the applicable Settlement Date or upon
Early Settlement or Merger Early Settlement, the Company, through the Agent,
shall make a cash payment in respect of such fractional shares in an amount
equal to the value of such fractional shares times the Applicable Market Value.
The Company shall provide the Agent from time to time with sufficient funds to
permit the Agent to make all cash payments required by this Section 5.10 in a
timely manner.

                                   ARTICLE VI

                                    REMEDIES

           Section 6.1 Unconditional Right of Holders to Purchase Common Stock.
The Holder of any Unit shall have the right, which is absolute and
unconditional, to purchase Common Stock pursuant to the Purchase Contract
constituting a part of such Unit and to institute suit for the enforcement of
any such right to purchase Common Stock, and such rights shall not be impaired
without the consent of such Holder.

           Section 6.2 Restoration of Rights and Remedies. If any Holder has
instituted any proceeding to enforce any right or remedy under this Agreement
and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to such Holder, then and in every such case, subject
to any determination in such proceeding, the Company and such Holder shall be
restored severally and respectively to their former



                                       49
<PAGE>   55
positions hereunder and thereafter all rights and remedies of such Holder shall
continue as though no such proceeding had been instituted.

           Section 6.3 Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Certificates in the last paragraph of Section 3.10, no right or
remedy herein conferred upon or reserved to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

           Section 6.4 Delay or Omission Not Waiver. No delay or omission of any
Holder to exercise any right or remedy upon a default shall impair any such
right or remedy or constitute a waiver of any such right. Every right and remedy
given by this Article or by law to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by such Holders.

           Section 6.5 Undertaking for Costs. All parties to this Agreement
agree, and each Holder of a Unit, by its acceptance of such Unit 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 Agreement, or in any suit
against the Agent for any action taken, suffered or omitted by it as Agent, 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; provided that the provisions of this Section shall not
apply to any suit instituted by the Company, to any suit instituted by the
Agent, to any suit instituted by any Holder, or group of Holders, holding in the
aggregate more than 10% of the Outstanding Securities, or to any suit instituted
by any Holder for the enforcement of distributions on any Capital Securities on
any Purchase Contract on or after the respective Payment Date therefor in
respect of any Unit held by such Holder, or for enforcement of the right to
purchase shares of Common Stock under the Purchase Contract constituting part of
any Unit held by such Holder.

           Section 6.6 Waiver of Stay or Extension Laws. The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
Agreement; and the Company (to the extent that it may lawfully



                                       50
<PAGE>   56
do so) hereby expressly waives all benefit or advantage of any such law, but
will suffer and permit the execution of every such power as though no such law
had been enacted.

                                   ARTICLE VII

                                    THE AGENT

           Section 7.1 Certain Duties and Responsibilities. (a)(1) The Agent
undertakes to perform, with respect to the Units and Separate Capital
Securities, such duties and only such duties as are specifically set forth in
this Agreement and the Pledge Agreement, and no implied covenants or obligations
shall be read into this Agreement against the Agent; and

           (2) in the absence of bad faith, willful misconduct or negligence on
its part, the Agent may, with respect to the Units and Separate Capital
Securities, conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Agent and conforming to the requirements of this Agreement, but
in the case of any certificates or opinions which by any provision hereof are
specifically required to be furnished to the Agent, the Agent shall be under a
duty to examine the same to determine whether or not they conform to the
requirements of this Agreement.

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

           (1) this paragraph shall not be construed to limit the effect of
      paragraph (a) of this Section;

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

           (3) no provision of this Agreement shall require the Agent to expend
      or risk its own funds or otherwise incur any financial liability in the
      performance of any of its duties hereunder, or in the exercise of any of
      its rights or powers, if adequate indemnity is not provided to it.

           (c) Whether or not therein expressly so provided, every provision of
this Agreement relating to the conduct or affecting the liability of or
affording protection to the Agent shall be subject to the provisions of this
Section.



                                       51
<PAGE>   57
           (d) The Agent is authorized to execute and deliver the Pledge
Agreement in its capacity as Agent.

           Section 7.2 Notice of Default. Within 30 days after the occurrence of
any default by the Company hereunder of which a Responsible Officer of the Agent
has actual knowledge, the Agent shall transmit by mail to the Company and the
Holders of Units, as their names and addresses appear in the Register, notice of
such default hereunder, unless such default shall have been cured or waived.

           Section 7.3 Certain Rights of Agent. Subject to the provisions of
      Section 7.1:

           (a) the Agent may, in absence of bad faith, conclusively rely and
      shall be fully protected in acting or refraining from acting upon any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, direction, consent, order, bond, debenture, note, other evidence
      of indebtedness or other paper or document reasonably believed by it to be
      genuine and to have been signed or presented by the proper party or
      parties;

           (b) any request or direction of the Company mentioned herein shall be
      sufficiently evidenced by an Officer's Certificate, Issuer Order or Issuer
      Request, and any resolution of the Board of Directors of the Company may
      be sufficiently evidenced by a Board Resolution;

           (c) whenever in the administration of this Agreement the Agent shall
      deem it desirable that a matter be proved or established prior to taking,
      suffering or omitting any action hereunder, the Agent (unless other
      evidence be herein specifically prescribed) may, in the absence of bad
      faith on its part, rely upon an Officer's Certificate of the Company;

           (d) the Agent 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, suffered or omitted by it
      hereunder in good faith and in reliance thereon;

           (e) the Agent shall not be bound to make any investigation into the
      facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, debenture, note, other evidence of indebtedness or other paper or
      document, but the Agent, in its discretion, may make reasonable further
      inquiry or investigation into such facts or matters related to the
      execution, delivery and performance of the Purchase Contracts as it may
      see fit, and, if the Agent shall determine to make such further inquiry or
      investigation, it shall be



                                       52
<PAGE>   58
      given a reasonable opportunity to examine the books, records and premises
      of the Company, personally or by agent or attorney; and

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

           Section 7.4 Not Responsible for Recitals or Issuance of Units. The
recitals contained herein and in the Certificates shall be taken as the
statements of the Company and the Agent assumes no responsibility for their
accuracy. The Agent makes no representations as to the validity or sufficiency
of either this Agreement or of the Units, or of the Pledge Agreement or the
Pledge. The Agent shall not be accountable for the use or application by the
Company of the proceeds in respect of the Purchase Contracts.

           Section 7.5 May Hold Units. Any Registrar or any other agent of the
Company, or the Agent and its Affiliates, in their individual or any other
capacity, may become the owner or pledgee of Units and may otherwise deal with
the Company, the Collateral Agent or any other Person with the same rights it
would have if it were not Registrar or such other agent, or the Agent.

           Section 7.6 Money Held in Custody. Money held by the Agent in custody
hereunder need not be segregated from the Agent's other funds except to the
extent required by law or provided herein. The Agent shall be under no
obligation to invest or pay interest on any money received by it hereunder
except as otherwise agreed in writing with the Company.

           Section 7.7 Compensation and Reimbursement. The Company agrees:

           (1) to pay to the Agent from time to time reasonable compensation for
      all services rendered by it hereunder;

           (2) except as otherwise expressly provided herein, to reimburse the
      Agent upon its request for all reasonable expenses, disbursements and
      advances incurred or made by the Agent in accordance with any provision of
      this Agreement (including the reasonable compensation and the reasonable
      expenses and disbursements of its agents and counsel), except any such
      expense, disbursement or advance as may be attributable to its negligence,
      willful misconduct or bad faith; and

           (3) to indemnify the Agent and any predecessor Agent for, and to hold
      it harmless against, any loss, liability or expense incurred without
      negligence, willful



                                       53
<PAGE>   59
      misconduct or bad faith on its part, arising out of or in connection with
      the acceptance or administration of its duties hereunder, including the
      costs and expenses of defending itself against any claim or liability in
      connection with the exercise or performance of any of its powers or duties
      hereunder.

           The provisions of this Section 7.7 shall survive the termination of
this Agreement.

           Section 7.8 Corporate Agent Required; Eligibility. There shall at all
times be an Agent hereunder which shall be a corporation organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to exercise corporate trust
powers, having (or being a member of a bank holding company having) a combined
capital and surplus of at least $50,000,000, subject to supervision or
examination by federal or state authority and having a Corporate Trust Office in
the Borough of Manhattan, The City of New York, if there be such a corporation,
qualified and eligible under this Article and willing to act on reasonable
terms. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said 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. If at
any time the Agent shall cease to be eligible in accordance with the provisions
of this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

           Section 7.9 Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Agent and no appointment of a successor Agent
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Agent in accordance with the applicable
requirements of Section 7.10.

           (b) The Agent may resign at any time by giving written notice thereof
to the Company 60 days prior to the effective date of such resignation. If the
instrument of acceptance by a successor Agent required by Section 7.10 shall not
have been delivered to the Agent within 30 days after the giving of such notice
of resignation, the resigning Agent may petition any court of competent
jurisdiction for the appointment of a successor Agent.

           (c) The Agent may be removed at any time by Act of the Holders of a
majority in number of the Outstanding Securities delivered to the Agent and the
Company.



                                       54
<PAGE>   60
           (d) If at any time

           (1) the Agent fails to comply with Section 310(b) of the TIA, as if
      the Agent were an indenture trustee under an indenture qualified under the
      TIA, after written request therefor by the Company or by any Holder who
      has been a bona fide Holder of a Unit for at least six months, or

           (2) the Agent shall cease to be eligible under Section 7.8 and shall
      fail to resign after written request therefor by the Company or by any
      such Holder, or

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

then, in any such case, (x) the Company by a Board Resolution may remove the
Agent, or (y) any Holder who has been a bona fide Holder of a Unit for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Agent and the
appointment of a successor Agent.

           (e) If the Agent shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Agent for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Agent and
shall comply with the applicable requirements of Section 7.10. If no successor
Agent shall have been so appointed by the Company and accepted appointment in
the manner required by Section 7.10, any Holder who has been a bona fide Holder
of a Unit for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Agent.

           (f) The Company shall give, or shall cause such successor Agent to
give, notice of each resignation and each removal of the Agent and each
appointment of a successor Agent by mailing written notice of such event by
first-class mail, postage prepaid, to all Holders as their names and addresses
appear in the applicable Register. Each notice shall include the name of the
successor Agent and the address of its Corporate Trust Office.

           Section 7.10 Acceptance of Appointment by Successor. (a) In case of
the appointment hereunder of a successor Agent, every such successor Agent so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Agent an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Agent shall become effective and such
successor Agent, without any further act, deed or conveyance, shall become
vested with all the rights, powers, agencies and duties



                                       55
<PAGE>   61
of the retiring Agent; but, on the request of the Company or the successor
Agent, such retiring Agent shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Agent all the rights,
powers and trusts of the retiring Agent and shall duly assign, transfer and
deliver to such successor Agent all property and money held by such retiring
Agent hereunder.

           (b) Upon request of any such successor Agent, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Agent all such rights, powers and agencies referred
to in paragraph (a) of this Section.

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

           Section 7.11 Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Agent 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 Agent shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Agent, shall be the successor of the Agent hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Certificates shall have been
authenticated and executed on behalf of the Holders, but not delivered, by the
Agent then in office, any successor by merger, conversion or consolidation to
such Agent shall adopt such authentication and execution and deliver the
Certificates so authenticated and executed with the same effect as if such
successor Agent had itself authenticated and executed such Units.

           Section 7.12 Preservation of Information; Communications to Holders.
(a) The Agent shall preserve, in as current a form as is reasonably practicable,
the names and addresses of Holders received by the Agent in its capacity as
Registrar.

           (b) If three or more Holders (herein referred to as "applicants")
apply in writing to the Agent, and furnish to the Agent reasonable proof that
each such applicant has owned a Unit for a period of at least six months
preceding the date of such application, and such application states that the
applicants desire to communicate with other Holders with respect to their rights
under this Agreement or under the Units and is accompanied by a copy of the form
of proxy or other communication which such applicants propose to transmit, then
the Agent shall mail to all the Holders copies of the form of proxy or other
communication which is specified in such request, with reasonable promptness
after a tender to the Agent of the materials to be mailed and of payment, or
provision, in the



                                       56
<PAGE>   62
absence of bad faith, satisfactory to the Agent for the payment, of the
reasonable expenses of such mailing.

           Section 7.13 No Obligations of Agent. Except to the extent otherwise
provided in this Agreement, the Agent assumes no obligation and shall not be
subject to any liability under this Agreement, the Pledge Agreement or any
Purchase Contract in respect of the obligations of the Holder of any Unit
thereunder. The Company agrees, and each Holder of a Certificate, by such
Holder's acceptance thereof, shall be deemed to have agreed, that the Agent's
execution of the Certificates on behalf of the Holders shall be solely as agent
and attorney-in-fact for the Holders, and that the Agent shall have no
obligation to perform such Purchase Contracts on behalf of the Holders, except
to the extent expressly provided in Article Five.

           Section 7.14 Tax Compliance. (a) The Agent, on its own behalf and on
behalf of the Company, will comply with all applicable certification,
information reporting and withholding (including "backup" withholding)
requirements imposed by applicable tax laws, regulations or administrative
practice with respect to (i) any payments made with respect to the Units or (ii)
the issuance, delivery, holding, transfer, redemption or exercise of rights
under the Units. Such compliance shall include, without limitation, the
preparation and timely filing of required returns and the timely payment of all
amounts required to be withheld to the appropriate taxing authority or its
designated agent.

           (b) The Agent shall comply with any reasonable written direction
timely received from the Company with respect to the application of such
requirements to particular payments or Holders or in other particular
circumstances, and may for purposes of this Agreement rely on any such direction
in accordance with the provisions of Section 7.1(a)(2).

           (c) The Agent shall maintain all appropriate records documenting
compliance with such requirements, and shall make such records available, on
written request, to the Company or its authorized representative within a
reasonable period of time after receipt of such request.

                                  ARTICLE VIII

                             SUPPLEMENTAL AGREEMENTS

           Section 8.1 Supplemental Agreements Without Consent of Holders.
Without the consent of any Holders, the Company and the Agent, at any time and
from time to time, may enter into one or more agreements supplemental hereto, in
form satisfactory to the Company and the Agent, for any of the following
purposes:



                                       57
<PAGE>   63
           (1) to evidence the succession of another Person to the Company, and
      the assumption by any such successor of the covenants of the Company
      herein and in the Certificates; or

           (2) to add to the covenants of the Company for the benefit of the
      Holders, or to surrender any right or power herein conferred upon the
      Company; or

           (3) to evidence and provide for the acceptance of appointment
      hereunder by a successor Agent; or

           (4) to make provision with respect to the rights of Holders pursuant
      to the requirements of Section 5.4(b) or 5.8; or

           (5) to cure any ambiguity, to correct or supplement any provisions
      herein which may be inconsistent with any other provisions herein, or to
      make any other provisions with respect to such matters or questions
      arising under this Agreement, provided such action shall not adversely
      affect the interests of the Holders.

           Section 8.2 Supplemental Agreements with Consent of Holders. With the
consent of the Holders of not less than a majority of the outstanding Purchase
Contracts voting together as one class, by Act of said Holders delivered to the
Company and the Agent, the Company, when authorized by a Board Resolution, and
the Agent may enter into an agreement or agreements supplemental hereto for the
purpose of modifying in any manner the terms of the Purchase Contracts, or the
provisions of this Agreement or the rights of the Holders in respect of the
Units; provided, that, except as contemplated herein, no such supplemental
agreement shall, without the consent of the Holder of each Outstanding Security
affected thereby:

           (1) change any Payment Date;

           (2) change the amount or the type of Collateral required to be
      Pledged to secure a Holder's Obligations under the Purchase Contract,
      impair the right of the Holder of any Purchase Contract to receive
      distributions on the related Collateral (except for the rights of Holders
      of Normal Units to substitute the Treasury Securities for the Pledged
      Capital Securities or Pledged Treasury Consideration or the rights of
      holders of Stripped Units to substitute Capital Securities or appropriate
      Treasury Consideration for the Pledged Treasury Securities) or otherwise
      adversely affect the Holder's rights in or to such Collateral or
      materially adversely alter the rights in or to such Collateral;



                                       58
<PAGE>   64
           (3) impair the right to institute suit for the enforcement of any
      Purchase Contract;

           (4) reduce the number of shares of Common Stock to be purchased
      pursuant to any Purchase Contract, increase the price to purchase shares
      of Common Stock upon settlement of any Purchase Contract, change the Stock
      Purchase Date or otherwise materially adversely affect the Holder's rights
      under any Purchase Contract; or

           (5) reduce the percentage of the outstanding Purchase Contracts the
      consent of whose Holders is required for any such supplemental agreement;

provided, that if any amendment or proposal referred to above would adversely
affect only the Normal Units or the Stripped Units, then only the affected class
of Holder as of the record date for the Holders entitled to vote thereon will be
entitled to vote on such amendment or proposal, and such amendment or proposal
shall not be effective except with the consent of Holders of not less than a
majority of such class.

           It shall not be necessary for any Act of Holders under this Section
to approve the particular form of any proposed supplemental agreement, but it
shall be sufficient if such Act shall approve the substance thereof.

           Section 8.3 Execution of Supplemental Agreements. In executing, or
accepting the additional agencies created by, any supplemental agreement
permitted by this Article or the modifications thereby of the agencies created
by this Agreement, the Agent shall be provided and (subject to Section 7.1)
shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental agreement is authorized or permitted by this
Agreement. The Agent may, but shall not be obligated to, enter into any such
supplemental agreement which affects the Agent's own rights, duties or
immunities under this Agreement or otherwise.

           Section 8.4 Effect of Supplemental Agreements. Upon the execution of
any supplemental agreement under this Article, this Agreement shall be modified
in accordance therewith, and such supplemental agreement shall form a part of
this Agreement for all purposes; and every Holder of Certificates theretofore or
thereafter authenticated, executed on behalf of the Holders and delivered
hereunder shall be bound thereby.

           Section 8.5 Reference to Supplemental Agreements. Certificates
authenticated, executed on behalf of the Holders and delivered after the
execution of any supplemental agreement pursuant to this Article may, and shall
if required by the Agent, bear a notation in form approved by the Agent as to
any matter provided for in such supplemental agreement. If the Company shall so
determine, new Certificates so modified as to



                                       59
<PAGE>   65
conform, in the opinion of the Agent and the Company, to any such supplemental
agreement may be prepared and executed by the Company and authenticated,
executed on behalf of the Holders and delivered by the Agent in exchange for
Outstanding Certificates.

                                   ARTICLE IX

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

           Section 9.1 Covenant Not to Merge, Consolidate, Sell or Convey
Property Except Under Certain Conditions. The Company covenants that it will not
(a) merge or consolidate with any other Person or (b) sell, assign, transfer,
lease or convey all or substantially all of its properties and assets to any
Person or group of affiliated Persons in one transaction or a series of related
transactions other than, with respect to clause (b), a direct or indirect
wholly-owned subsidiary of the Company, unless (i) either the Company shall be
the continuing corporation, or the successor (if other than the Company) shall
be a corporation organized and existing under the laws of the United States of
America or a State thereof or the District of Columbia and such corporation
shall expressly assume all the obligations of the Company under the Purchase
Contracts, the Debentures, the Capital Securities Guarantee, this Agreement, the
Remarketing Agreement, and the Pledge Agreement by one or more supplemental
agreements in form reasonably satisfactory to the Agent and the Collateral
Agent, executed and delivered to the Agent and the Collateral Agent by such
corporation, and (ii) the Company or such successor corporation, as the case may
be, shall not, immediately after such merger or consolidation, or such sale,
assignment, transfer, lease or conveyance, be in default in the performance of
any covenant or condition hereunder, under any of the Units or under the Pledge
Agreement.

           Section 9.2 Rights and Duties of Successor Corporation. In case of
any such consolidation, merger, sale, assignment, transfer, lease or conveyance
and upon any such assumption by a successor corporation in accordance with
Section 9.1, such successor corporation shall succeed to and be substituted for
the Company with the same effect as if it had been named herein as the Company.
Such successor corporation thereupon may cause to be signed, and may issue
either in its own name or in the name of the Company, any or all of the
Certificates evidencing Units issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Agent; and, upon the order
of such successor corporation, instead of the Company, and subject to all the
terms, conditions and limitations in this Agreement prescribed, the Agent shall
authenticate and execute on behalf of the Holders and deliver any Certificates
which previously shall have been signed and delivered by the officers of the
Company to the Agent for authentication and execution, and any Certificate
evidencing Units which such successor corporation thereafter shall cause to be
signed and delivered to the Agent for that purpose. All the Certificates so
issued shall in all respects have the same legal rank and benefit under this



                                       60
<PAGE>   66
Agreement as the Certificates theretofore or thereafter issued in accordance
with the terms of this Agreement as though all of such Certificates had been
issued at the date of the execution hereof.

           In case of any such consolidation, merger, sale, assignment,
transfer, lease or conveyance such change in phraseology and form (but not in
substance) may be made in the Certificates evidencing Units thereafter to be
issued as may be appropriate.

           Section 9.3 Opinion of Counsel Given to Agent. The Agent, subject to
Sections 7.1 and 7.3, shall receive an Opinion of Counsel as conclusive evidence
that any such consolidation, merger, sale, assignment, transfer, lease or
conveyance, and any such assumption, complies with the provisions of this
Article and that all conditions precedent to the consummation of any such
consolidation, merger, sale, assignment, transfer, lease or conveyance have been
met.

                                    ARTICLE X

                                    COVENANTS

           Section 10.1 Performance Under Purchase Contracts. The Company
covenants and agrees for the benefit of the Holders from time to time of the
Units that it will duly and punctually perform its obligations under the
Purchase Contracts in accordance with the terms of the Purchase Contracts and
this Agreement.

           Section 10.2 Maintenance of Office or Agency. The Company will
maintain in the Borough of Manhattan, The City of New York an office or agency
where Certificates may be presented or surrendered for acquisition of shares of
Common Stock upon settle ment of the Purchase Contracts on any Settlement Date
and for transfer of Collateral upon occurrence of a Termination Event, where
Certificates may be surrendered for registration of transfer or exchange, for a
Collateral Substitution or reestablishment of Normal Units and where notices and
demands to or upon the Company in respect of the Units and this Agreement may be
served. The Company will give prompt written notice to the Agent of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Agent with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office, and the Company hereby appoints the Agent as its agent to receive all
such presentations, surrenders, notices and demands.

           The Company may also from time to time designate one or more other
offices or agencies where Certificates may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, that no such designation



                                       61
<PAGE>   67
or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in the Borough of Manhattan, The City of New York
for such purposes. The Company will give prompt written notice to the Agent of
any such designation or rescission and of any change in the location of any such
other office or agency. The Company hereby designates as the place of payment
for the Units the Corporate Trust Office and appoints the Agent at its Corporate
Trust Office as paying agent in such city.

           Section 10.3 Company to Reserve Common Stock. The Company shall at
all times prior to the Stock Purchase Date reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock the full
number of shares of Common Stock issuable against tender of payment in respect
of all Purchase Contracts constituting a part of the Units evidenced by
Outstanding Certificates.

           Section 10.4 Covenants as to Common Stock. The Company covenants that
all shares of Common Stock which may be issued against tender of payment in
respect of any Purchase Contract constituting a part of the Outstanding
Securities will, upon issuance, be duly authorized, validly issued, fully paid
and nonassessable.

           Section 10.5 Statements of Officer of the Company as to Default. The
Company will deliver to the Agent, within 120 days after the end of each fiscal
year of the Company ending after the date hereof, an Officer's Certificate,
stating whether or not to the best knowledge of the signer thereof the Company
is in default in the performance and observance of any of the terms, provisions
and conditions hereof, and if the Company shall be in default, specifying all
such defaults and the nature and status thereof of which such Officer may have
knowledge.



                                       62
<PAGE>   68
           IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.


                                   METLIFE, INC.

                                   By:
                                       ----------------------------------
                                   Name:
                                   Title:


                                   BANK ONE TRUST COMPANY, N.A.
                                   as Purchase Contract Agent

                                   By:
                                       ----------------------------------
                                   Name:
                                   Title:



                                       63
<PAGE>   69
                                    EXHIBIT A


           THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE
NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF
THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.

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


No.                                                          Cusip No. 59156R207
Number of Normal Units

                    Form of Face of Normal Units Certificate

           This Normal Units Certificate certifies that Cede & Co. is the
registered Holder of the number of Normal Units set forth above. Each Normal
Unit represents (i) either (a) beneficial ownership by the Holder of one -%
Capital Security (the "Capital Security") of MetLife Capital Trust I, a Delaware
statutory business trust (the "Trust"), having a stated liquidation amount of
$50, subject to the Pledge of such Capital Security by such Holder pursuant to
the Pledge Agreement, or (b) if the Capital Security has been remarketed by the
Remarketing Agent (or if the Holder has elected not to have the Capital Security
remarketed by delivering the appropriate Treasury Consideration specified by the
Remarketing Agent), the appropriate Treasury Consideration, subject to the
Pledge of such Treasury Consideration by such Holder pursuant to the Pledge
Agreement, and (ii) the rights and obligations of the Holder under one Purchase
Contract with MetLife, Inc., a Delaware corporation (the "Company"). All
capitalized terms used herein which are defined in the Purchase Contract
Agreement have the meaning set forth therein.
<PAGE>   70
           Pursuant to the Pledge Agreement, the Capital Security or the
appropriate Treasury Consideration, as the case may be, constituting part of
each Normal Unit evidenced hereby has been pledged to the Collateral Agent, for
the benefit of the Company, to secure the obligations of the Holder under the
Purchase Contract comprising a part of such Normal Unit.

           The Pledge Agreement provides that all payments in respect of the
Pledged Capital Securities or Pledged Treasury Consideration received by the
Collateral Agent shall be paid by the Collateral Agent by wire transfer in same
day funds (i) in the case of (A) quarterly cash distributions on Normal Units
which include Pledged Capital Securities or Pledged Treasury Consideration and
(B) any payments of the Capital Securities or Treasury Consideration, as the
case may be, that have been released from the Pledge pursuant to the Pledge
Agreement, to the Agent to the account designated by the Agent, no later than
10:00 a.m., New York City time, on the Business Day such payment is received by
the Collateral Agent (provided that in the event such payment is received by the
Collateral Agent on a day that is not a Business Day or after 9:00 a.m., New
York City time, on a Business Day, then such payment shall be made no later than
9:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in
the case of payments in respect of any Pledged Capital Securities or Pledged
Treasury Consideration, as the case may be, to be paid upon settlement of such
Holder's obligations to purchase Common Stock under the Purchase Contract, to
the Company on the Stock Purchase Date (as defined herein) in accordance with
the terms of the Pledge Agreement, in full satisfaction of the respective
obligations of the Holders of the Normal Units of which such Pledged Capital
Securities or Pledged Treasury Consideration, as the case may be, are a part
under the Purchase Contracts forming a part of such Normal Units. Quarterly
distributions on Normal Units which include Pledged Capital Securities or
Pledged Treasury Consideration, as the case may be, which are payable quarterly
in arrears on February 15, May 15, August 15 and November 15 each year,
commencing August 15, 2000 (a "Payment Date"), shall, subject to receipt thereof
by the Agent from the Collateral Agent, be paid to the Person in whose name this
Normal Units Certificate (or a Predecessor Normal Units Certificate) is
registered at the close of business on the Record Date for such Payment Date.

           Each Purchase Contract evidenced hereby obligates the Holder of this
Normal Units Certificate to purchase, and the Company to sell, on May 15, 2003
(the "Stock Purchase Date"), at a price equal to $50 (the "Stated Amount"), a
number of shares of common stock, $0.01 par value per share ("Common Stock"), of
the Company, equal to the Settlement Rate, unless on or prior to the Stock
Purchase Date there shall have occurred a Termination Event or an Early
Settlement or Merger Early Settlement with respect to the Normal Units of which
such Purchase Contract is a part, all as provided in the Purchase Contract
Agreement and more fully described on the reverse hereof. The


                                      A-2
<PAGE>   71
Purchase Price (as defined herein) for the shares of Common Stock purchased
pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall
be paid on the Stock Purchase Date by application of payments received in
respect of the Pledged Capital Securities or the Pledged Treasury Consideration,
as the case may be, pledged to secure the obligations of the Holder under such
Purchase Contract.

           Distributions on the Capital Securities or payments on the
appropriate Treasury Consideration (as specified in clause (i) of the definition
of the Remarketing Value), as the case may be, will be payable at the office of
the Agent in The City of New York or, at the option of the Company, by check
mailed to the address of the Person entitled thereto as such address appears on
the Normal Units Register or by wire transfer to an account specified by the
Company.

           Reference is hereby made to the further provisions set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

           Unless the certificate of authentication hereon has been executed by
the Agent by manual signature, this Normal Units Certificate shall not be
entitled to any benefit under the Pledge Agreement or the Purchase Contract
Agreement or be valid or obligatory for any purpose.


                                      A-3
<PAGE>   72
           IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                         METLIFE, INC.


                         By:    __________________________________
                               Name:
                               Title:


                         By:    __________________________________
                               Name:
                               Title:


                         HOLDER SPECIFIED ABOVE (as to
                         obligations of such Holder under the Purchase
                         Contracts evidenced hereby)

                         By:   Bank One Trust Company, N.A.,
                               not individually but solely as
                               Attorney-in-Fact of such Holder

                         By:    __________________________________
                               Name:
                               Title:

Dated:


                                      A-4
<PAGE>   73
                      AGENT'S CERTIFICATE OF AUTHENTICATION

           This is one of the Normal Units Certificates referred to in the
within mentioned Purchase Contract Agreement.

                                         BANK ONE TRUST COMPANY, N.A.,
                                         as Purchase Contract Agent


                                    By:  __________________________________
                                         Authorized officer


                                      A-5
<PAGE>   74
                  (Form of Reverse of Normal Units Certificate)

           Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of April    , 2000 (as may be supplemented from
time to time, the "Purchase Contract Agreement"), between the Company and Bank
One Trust Company, N.A., as Purchase Contract Agent (including its successors
thereunder, herein called the "Agent"), to which Purchase Contract Agreement and
supplemental agreements thereto reference is hereby made for a description of
the respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Agent, the Company, and the Holders and of the terms upon
which the Normal Units Certificates are, and are to be, executed and delivered.

           Each Purchase Contract evidenced hereby obligates the Holder of this
Normal Units Certificate to purchase, and the Company to sell, on the Stock
Purchase Date at a price equal to $50 (the "Purchase Price"), a number of shares
of Common Stock of the Company equal to the Settlement Rate, unless, on or prior
to the Stock Purchase Date, there shall have occurred a Termination Event or an
Early Settlement or Merger Early Settlement with respect to the Unit of which
such Purchase Contract is a part. The "Settlement Rate" is equal to (a) if the
Applicable Market Value (as defined below) is greater than $- (the "Threshold
Appreciation Price"), - shares of Common Stock per Purchase Contract, (b) if the
Applicable Market Value is less than the Threshold Appreciation Price but is
greater than $-, the number of shares of Common Stock per Purchase Contract
equal to the Stated Amount divided by the Applicable Market Value and (c) if the
Applicable Market Value is less than $-, - shares of Common Stock per Purchase
Contract, in each case subject to adjustment as provided in the Purchase
Contract Agreement. No fractional shares of Common Stock will be issued upon
settlement of Purchase Contracts, as provided in the Purchase Contract
Agreement.

           The "Applicable Market Value" means the average of the Closing Price
per share of Common Stock on each of the 20 consecutive Trading Days ending on
the third Trading Day immediately preceding the Stock Purchase Date.

           The "Closing Price" of the Common Stock on any date of determination
means the closing sale price (or, if no closing price is reported, the last
reported sale price) of the Common Stock on the New York Stock Exchange (the
"NYSE") on such date or, if the Common Stock is not listed for trading on the
NYSE on any such date, as reported in the composite transactions for the
principal United States securities exchange on which the Common Stock is so
listed, or if the Common Stock is not so listed on a United States national or
regional securities exchange, as reported by The Nasdaq Stock Market, or, if the
Common Stock is not so reported, the last quoted bid price for the Common Stock
in the over-the-counter market as reported by the National Quotation Bureau or
similar


                                      A-6
<PAGE>   75
organization, or, if such bid price is not available, the market value of the
Common Stock on such date as determined by a nationally recognized independent
investment banking firm retained for this purpose by the Company.

           A "Trading Day" means a day on which the Common Stock (A) is not
suspended from trading on any national or regional securities exchange or
association or over-the-counter market at the close of business and (B) has
traded at least once on the national or regional securities exchange or
association or over-the-counter market that is the primary market for the
trading of the Common Stock.

           Each Purchase Contract evidenced hereby may be settled prior to the
Stock Purchase Date through Early Settlement or Merger Early Settlement, in
accordance with the terms of the Purchase Contract Agreement.

           In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Normal Units Certificate shall pay the Purchase Price for the
shares of Common Stock purchased pursuant to each Purchase Contract evidenced
hereby (i) by effecting an Early Settlement or Merger Early Settlement, (ii) by
application of payments received in respect of the Pledged Treasury
Consideration acquired from the proceeds of a remarketing of the related Pledged
Capital Securities underlying the Normal Units represented by this Normal Units
Certificate or (iii) if the Holder has elected not to participate in the
remarketing, by application of payments received in respect of the Pledged
Treasury Consideration deposited by such Holder in respect of such Purchase
Contract. If, as provided in the Purchase Contract Agreement, upon the
occurrence of a Failed Remarketing the Collateral Agent, for the benefit of the
Company, exercises its rights as a secured creditor with respect to the Pledged
Capital Securities related to this Normal Units Certificate, any accumulated and
unpaid distributions on such Pledged Capital Securities will become payable by
the Company to the Holder of this Normal Units Certificate in the manner
provided for in the Purchase Contract Agreement.

           The Company shall not be obligated to issue any shares of Common
Stock in respect of a Purchase Contract or deliver any certificates therefor to
the Holder unless it shall have received payment in full of the aggregate
Purchase Price for the shares of Common Stock to be purchased thereunder in the
manner herein set forth.

           Under the terms of the Pledge Agreement, the Agent will be entitled
to exercise the voting and any other consensual rights pertaining to the Pledged
Capital Securities. Upon receipt of notice of any meeting at which holders of
Capital Securities are entitled to vote or upon the solicitation of consents,
waivers or proxies of holders of Capital Securities, the Agent shall, as soon as
practicable thereafter, mail to the Holders of Normal Units a notice (a)
containing such information as is contained in the notice or


                                      A-7
<PAGE>   76
solicitation, (b) stating that each such Holder on the record date set by the
Agent therefor (which, to the extent possible, shall be the same date as the
record date for determining the holders of Capital Securities entitled to vote)
shall be entitled to instruct the Agent as to the exercise of the voting rights
pertaining to the Pledged Capital Securities constituting a part of such
Holder's Normal Units and (c) stating the manner in which such instructions may
be given. Upon the written request of the Holders of Normal Units on such record
date, the Agent shall endeavor insofar as practicable to vote or cause to be
voted, in accordance with the instructions set forth in such requests, the
maximum number of Pledged Capital Securities as to which any particular voting
instructions are received. In the absence of specific instructions from the
Holder of a Normal Unit, the Agent shall abstain from voting the Pledged Capital
Security evidenced by such Normal Unit.

           Upon a voluntary or involuntary dissolution of the Trust, a principal
amount of the Debentures constituting the assets of the Trust and underlying the
Pledged Capital Securities equal to the aggregate Stated Amount of the Pledged
Capital Securities shall be delivered to the Collateral Agent in exchange for
Pledged Capital Securities. Thereafter, the Debentures shall be held by the
Collateral Agent to secure the obligations of each Holder of Normal Units to
purchase shares of Common Stock under the Purchase Contracts constituting a part
of such Normal Units. Following a voluntary or involuntary dissolution of the
Trust, the Holders and the Collateral Agent shall have such security interests,
rights and obligations with respect to the Debentures as the Holders and the
Collateral Agent had in respect of the Pledged Capital Securities, and any
reference in the Purchase Contract Agreement or Pledge Agreement to the Capital
Securities or Pledged Capital Securities shall be deemed to be a reference to
the Debentures.

           The Normal Units Certificates are issuable only in registered form
and only in denominations of a single Normal Unit and any integral multiple
thereof. The transfer of any Normal Units Certificate will be registered and
Normal Units Certificates may be exchanged as provided in the Purchase Contract
Agreement. The Normal Units Registrar may require a Holder, among other things,
to furnish appropriate endorsements and transfer documents permitted by the
Purchase Contract Agreement. No service charge shall be required for any such
registration of transfer or exchange, but the Company and the Agent may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. The Holder of a Normal Unit may substitute for
the Pledged Capital Securities or Pledged Treasury Consideration securing its
obligations under the related Purchase Contract Treasury Securities in
accordance with the terms of the Purchase Contract Agreement and the Pledge
Agreement. From and after such Collateral Substitution, the Unit for which such
Pledged Treasury Securities secures the Holder's obligation under the Purchase
Contract shall be referred to as a "Stripped Unit." A Holder that elects to
substitute a Treasury Security for Pledged Capital Securities or Pledged
Treasury Consideration, thereby creating Stripped Units, shall be responsible
for


                                      A-8
<PAGE>   77
any fees or expenses payable in connection therewith. Except as provided in the
Purchase Contract Agreement, for so long as the Purchase Contract underlying a
Normal Unit remains in effect, such Normal Unit shall not be separable into its
constituent parts, and the rights and obligations of the Holder of such Normal
Units in respect of the Pledged Capital Security or Pledged Treasury
Consideration, as the case may be, and Purchase Contract constituting such
Normal Unit may be transferred and exchanged only as a Normal Unit.

           A Holder of Stripped Units may reestablish Normal Units by delivering
to the Collateral Agent Capital Securities or the appropriate Treasury
Consideration in exchange for the release of the Pledged Treasury Securities in
accordance with the terms of the Purchase Contract Agreement and the Pledge
Agreement.

           The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder shall immediately and automatically terminate,
without the necessity of any notice or action by any Holder, the Agent or the
Company, if, on or prior to the Stock Purchase Date, a Termination Event shall
have occurred. Upon the occurrence of a Termination Event, the Company shall
promptly but in no event later than two Business Days thereafter give written
notice to the Agent, the Collateral Agent and to the Holders, at their addresses
as they appear in the Normal Units Register. Upon and after the occurrence of a
Termination Event, the Collateral Agent shall release the Pledged Capital
Securities or Pledged Treasury Consideration, as the case may be, from the
Pledge in accordance with the provisions of the Pledge Agreement.

           Upon registration of transfer of this Normal Units Certificate, the
transferee shall be bound (without the necessity of any other action on the part
of such transferee, except as may be required by the Agent pursuant to the
Purchase Contract Agreement), under the terms of the Purchase Contract Agreement
and the Purchase Contracts evidenced hereby and the transferor shall be released
from the obligations under the Purchase Contracts evidenced by this Normal Units
Certificate. The Company covenants and agrees, and the Holder, by its acceptance
hereof, likewise covenants and agrees, to be bound by the provisions of this
paragraph.

           The Holder of this Normal Units Certificate, by its acceptance
hereof, authorizes the Agent to enter into and perform the related Purchase
Contracts forming part of the Normal Units evidenced hereby on his behalf as his
attorney-in-fact, expressly withholds any consent to the assumption (i.e.,
affirmance) of the Purchase Contracts by the Company or its trustee in the event
that the Company becomes the subject of a case under the Bankruptcy Code, agrees
to be bound by the terms and provisions thereof, covenants and agrees to perform
such Holder's obligations under such Purchase Contracts, consents to the
provisions of the Purchase Contract Agreement, authorizes the Agent to enter
into


                                      A-9
<PAGE>   78
and perform the Pledge Agreement on such Holder's behalf as attorney-in-fact,
and consents to the Pledge of the Capital Securities or the appropriate Treasury
Consideration, as the case may be, underlying this Normal Units Certificate
pursuant to the Pledge Agreement. The Holder further covenants and agrees, that,
to the extent and in the manner provided in the Purchase Contract Agreement and
the Pledge Agreement, but subject to the terms thereof, payments in respect of
the Pledged Capital Securities or the Pledged Treasury Consideration, as the
case may be, to be paid upon settlement of such Holder's obligations to purchase
Common Stock under the Purchase Contract, shall be paid on the Stock Purchase
Date by the Collateral Agent to the Company in satisfaction of such Holder's
obligations under such Purchase Contract and such Holder shall acquire no right,
title or interest in such payments.

           Each Holder of any Unit, and each Beneficial Owner thereof, by its
acceptance thereof or of its interest therein, further agrees to treat (i)
itself as the owner of the related Capital Securities, Treasury Consideration or
Treasury Securities, as the case may be, and (ii) the Debentures as indebtedness
of the Company, in each case, for United States federal, state and local income
and franchise tax purposes.

           Subject to certain exceptions, the provisions of the Purchase
Contract Agreement may be amended with the consent of the Holders of a majority
of the Purchase Contracts.

           The Purchase Contracts shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to its principles of conflicts of laws.

           The Company, the Agent and its Affiliates and any agent of the
Company or the Agent may treat the Person in whose name this Normal Units
Certificate is registered as the owner of the Normal Units evidenced hereby for
the purpose of receiving payments of distributions payable quarterly on the
Capital Securities or the Treasury Portfolio, as the case may be, performance of
the Purchase Contracts and for all other purposes whatsoever, whether or not any
payments in respect thereof be overdue and notwithstanding any notice to the
contrary, and neither the Company, the Agent, such Affiliates nor any such agent
shall be affected by notice to the contrary.

           The Purchase Contracts shall not, prior to the settlement thereof,
entitle the Holder to any of the rights of a holder of shares of Common Stock.

           A copy of the Purchase Contract Agreement is available for inspection
at the offices of the Agent.


                                      A-10
<PAGE>   79
                                  ABBREVIATIONS

           The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


TEN COM -                         as tenants in common

UNIF GIFT MIN ACT -                               Custodian

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

                                  (cust)                                 (minor)

                                  Under Uniform Gifts to Minors Act

                                  ----------------------------------------------
                                                  (State)

TEN ENT -                         as tenants by the entireties
JT TEN -                          as joint tenants with right of survivorship
                                  and not as tenants in common

Additional abbreviations may also be used though not in the above list.

           FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


(Please insert Social Security or Taxpayer I.D. or other Identifying Number of
Assignee)




(Please Print or Type Name and Address Including Postal Zip Code of Assignee)
the within Normal Units Certificates and all rights thereunder, hereby
irrevocably constituting and appointing



                                      A-11
<PAGE>   80
           attorney to transfer said Normal Units Certificates on the books of
MetLife, Inc. with full power of substitution in the premises.

           Dated:
                                              Signature

                                              NOTICE: The signature
                                              to this assignment
                                              must correspond with
                                              the name as it appears
                                              upon the face of the
                                              within Normal Units
                                              Certificates in every
                                              particular, without
                                              alteration or
                                              enlargement or any
                                              change whatsoever.

Signature Guarantee:


                                      A-12
<PAGE>   81
                             SETTLEMENT INSTRUCTIONS

           The undersigned Holder directs that a certificate for shares of
Common Stock deliverable upon settlement on or after the Stock Purchase Date of
the Purchase Contracts underlying the number of Normal Units evidenced by this
Normal Units Certificate be registered in the name of, and delivered, together
with a check in payment for any fractional share, to the undersigned at the
address indicated below unless a different name and address have been indicated
below. If shares are to be registered in the name of a Person other than the
undersigned, the undersigned will pay any transfer tax payable incident thereto.


Dated:
                                      Signature
                                      Signature Guarantee:
                                      (if assigned to another person)

If shares are to be registered in the name of and delivered to a Person other
than the Holder, please (i) print such Person's name and address and (ii)
provide a guarantee of your signature:

REGISTERED HOLDER


Please print name and address of Registered Holder:


      Name                                Name


     Address                             Address




Social Security or other Taxpayer
Identification Number, if any


                                      A-13
<PAGE>   82
                            ELECTION TO SETTLE EARLY

           The undersigned Holder of this Normal Units Certificate hereby
irrevocably exercises the option to effect Early Settlement in accordance with
the terms of the Purchase Contract Agreement with respect to the Purchase
Contracts underlying the number of Normal Units evidenced by this Normal Units
Certificate specified below. The option to effect Early Settlement may be
exercised only with respect to Purchase Contracts underlying Normal Units with
an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The
undersigned Holder directs that a certificate for shares of Common Stock
deliverable upon such Early Settlement be registered in the name of, and
delivered, together with a check in payment for any fractional share and any
Normal Units Certificate representing any Normal Units evidenced hereby as to
which Early Settlement of the related Purchase Contracts is not effected, to the
undersigned at the address indicated below unless a different name and address
have been indicated below. Pledged Capital Securities or Pledged Treasury
Consideration, as the case may be, deliverable upon such Early Settlement will
be transferred in accordance with the transfer instructions set forth below. If
shares are to be registered in the name of a Person other than the undersigned,
the undersigned will pay any transfer tax payable incident thereto.


Dated:
                                                Signature

Signature Guarantee:


                                      A-14
<PAGE>   83
           Number of Units evidenced hereby as to which Early Settlement of the
related Purchase Contracts is being elected:

If shares of Common Stock or Income
Certificates are to be registered in the
name of and delivered to and Pledged
Capital Securities, or Pledged
Consideration, as the case may be, are to
be transferred to a Person other than the
Holder, please print such Person's name
and address:


      Name


     Address

REGISTERED HOLDER




Please print name and address of Registered Holder:

        Name


       Address



Social Security or other Taxpayer
Identification Number, if any




Transfer instructions for Pledged Capital Securities, or Pledged Treasury
Consideration, as the case may be, transferable upon Early Settlement or a
Termination Event:


                                      A-15
<PAGE>   84
                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

           The following increases or decreases in this Global Certificate have
been made:



<TABLE>
<CAPTION>
                                                 Stated Amount
                                                 of the Global   Signature of
        Amount of            Amount of           Certificate     authorized
        decrease in Stated   increase in Stated  following such  officer of
        Amount of the        Amount of the       decrease or     Trustee or
Date    Global Certificate   Global Certificate  increase        Units Custodian
<S>     <C>                  <C>                 <C>             <C>

</TABLE>


                                      A-16
<PAGE>   85
                                    EXHIBIT B


           THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE
NAME OF A CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF
THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.

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


No.                                                          Cusip No. 59156R306
Number of Stripped Units

                   Form of Face of Stripped Units Certificate

           This Stripped Units Certificate certifies that Cede & Co. is the
registered Holder of the number of Stripped Units set forth above. Each Stripped
Unit represents (i) a 1/20 undivided beneficial ownership interest in a Treasury
Security, subject to the Pledge of such interest in such Treasury Security by
such Holder pursuant to the Pledge Agreement, and (ii) the rights and
obligations of the Holder under one Purchase Contract with MetLife, Inc., a
Delaware corporation (the "Company"). All capitalized terms used herein which
are defined in the Purchase Contract Agreement have the meaning set forth
therein.

           Pursuant to the Pledge Agreement, the Treasury Security constituting
part of each Stripped Unit evidenced hereby has been pledged to the Collateral
Agent, for the benefit of the Company, to secure the obligations of the Holder
under the Purchase Contract comprising a part of such Stripped Unit.
<PAGE>   86
           Each Purchase Contract evidenced hereby obligates the Holder of this
Stripped Units Certificate to purchase, and the Company to sell, on May 15, 2003
(the "Stock Purchase Date"), at a price equal to $50 (the "Stated Amount"), a
number of shares of common stock, $0.01 par value per share ("Common Stock"), of
the Company, equal to the Settlement Rate, unless on or prior to the Stock
Purchase Date there shall have occurred a Termination Event or an Early
Settlement or Merger Early Settlement with respect to the Stripped Units of
which such Purchase Contract is a part, all as provided in the Purchase Contract
Agreement and more fully described on the reverse hereof. The Purchase Price (as
defined herein) for the shares of Common Stock purchased pursuant to each
Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the
Stock Purchase Date by application of payments received in respect of the
Pledged Treasury Securities pledged to secure the obligations under such
Purchase Contract in accordance with the terms of the Pledge Agreement.

           Reference is hereby made to the further provisions set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

           Unless the certificate of authentication hereon has been executed by
the Agent by manual signature, this Stripped Units Certificate shall not be
entitled to any benefit under the Pledge Agreement or the Purchase Contract
Agreement or be valid or obligatory for any purpose.

           IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                   METLIFE, INC.

                                   By:
                                      -------------------------------
                                   Name:
                                   Title:


                                   By:
                                      -------------------------------
                                   Name:
                                   Title:


                                      B-2
<PAGE>   87
                             HOLDER SPECIFIED ABOVE (as to
                             obligations of such Holder under the Purchase
                             Contracts)

                             By:        Bank One Trust Company, N.A.,
                                   not individually but solely as Attorney-in-
                                   Fact of such Holder


                             By:
                                -------------------------------------------
                             Name:
                             Title:

Dated:


                                      B-3
<PAGE>   88
                      AGENT'S CERTIFICATE OF AUTHENTICATION

           This is one of the Stripped Units referred to in the within-mentioned
Purchase Contract Agreement.

                                                BANK ONE TRUST COMPANY, N.A.,
                                                as Purchase Contract Agent


                                           By:
                                              ----------------------------------
                                                Authorized officer


                                      B-4
<PAGE>   89
                     (Reverse of Stripped Units Certificate)

           Each Purchase Contract evidenced hereby is governed by a Purchase
Contract Agreement, dated as of April, 2000 (as may be supplemented from time to
time, the "Purchase Contract Agreement"), between the Company and Bank One Trust
Company, N.A., as Purchase Contract Agent (including its successors thereunder,
herein called the "Agent"), to which the Purchase Contract Agreement and
supplemental agreements thereto reference is hereby made for a description of
the respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Agent, the Company and the Holders and of the terms upon which
the Stripped Units Certificates are, and are to be, executed and delivered.

           Each Purchase Contract evidenced hereby obligates the Holder of this
Stripped Units Certificate to purchase, and the Company to sell, on the Stock
Purchase Date at a price equal to the Stated Amount (the "Purchase Price"), a
number of shares of Common Stock of the Company equal to the Settlement Rate,
unless, on or prior to the Stock Purchase Date, there shall have occurred a
Termination Event or an Early Settlement or Merger Early Settlement with respect
to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is
equal to (a) if the Applicable Market Value (as defined below) is greater than
$- (the "Threshold Appreciation Price"), - shares of Common Stock per Purchase
Contract, (b) if the Applicable Market Value is less than the Threshold
Appreciation Price but is greater than $-, the number of shares of Common Stock
per Purchase Contract equal to the Stated Amount divided by the Applicable
Market Value and (c) if the Applicable Market Value is less than $-, - shares of
Common Stock per Purchase Contract, in each case subject to adjustment as
provided in the Purchase Contract Agreement. No fractional shares of Common
Stock will be issued upon settlement of Purchase Contracts, as provided in the
Purchase Contract Agreement.

           The "Applicable Market Value" means the average of the Closing Prices
per share of Common Stock on each of the 20 consecutive Trading Days ending on
the third Trading Day immediately preceding the Stock Purchase Date.

           The "Closing Price" of the Common Stock on any date of determination
means the closing sale price (or, if no closing price is reported, the last
reported sale price) of the Common Stock on the New York Stock Exchange (the
"NYSE") on such date or, if the Common Stock is not listed for trading on the
NYSE on any such date, as reported in the composite transactions for the
principal United States securities exchange on which the Common Stock is so
listed, or if the Common Stock is not so listed on a United States national or
regional securities exchange, as reported by The Nasdaq Stock Market, or, if the
Common Stock is not so reported, the last quoted bid price for the Common Stock
in the over-the-counter market as reported by the National Quotation Bureau or
similar


                                      B-5
<PAGE>   90
organization, or, if such bid price is not available, the market value of the
Common Stock on such date as determined by a nationally recognized independent
investment banking firm retained for this purpose by the Company.

           A "Trading Day" means a day on which the Common Stock (A) is not
suspended from trading on any national or regional securities exchange or
association or over-the-counter market at the close of business and (B) has
traded at least once on the national or regional securities exchange or
association or over-the-counter market that is the primary market for the
trading of the Common Stock.

           Each Purchase Contract evidenced hereby may be settled prior to the
Stock Purchase Date through Early Settlement or Merger Early Settlement, in
accordance with the terms of the Purchase Contract Agreement.

           In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Stripped Units Certificate shall pay the Purchase Price for the
shares of Common Stock purchased pursuant to each Purchase Contract evidenced
hereby (i) by effecting an Early Settlement or Merger Early Settlement or (ii)
by application of payments received in respect of the Pledged Treasury
Securities underlying the Stripped Units represented by this Stripped Units
Certificate.

           The Company shall not be obligated to issue any shares of Common
Stock in respect of a Purchase Contract or deliver any certificates therefor to
the Holder unless it shall have received payment in full of the aggregate
Purchase Price for the shares of Common Stock to be purchased thereunder in the
manner herein set forth.

           The Stripped Units Certificates are issuable only in registered form
and only in denominations of a single Stripped Unit and any integral multiple
thereof. The transfer of any Stripped Units Certificate will be registered and
Stripped Units Certificates may be exchanged as provided in the Purchase
Contract Agreement. The Stripped Units Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents
permitted by the Purchase Contract Agreement. No service charge shall be
required for any such registration of transfer or exchange, but the Company and
the Agent may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. The Holder of a Stripped
Unit may substitute for the Pledged Treasury Securities securing its obligations
under the related Purchase Contract Capital Securities or the appropriate
Treasury Consideration in accordance with the terms of the Purchase Contract
Agreement and the Pledge Agreement. From and after such substitution, the Unit
for which such Pledged Capital Securities or Pledged Treasury Consideration
secures the Holder's obligation under the Purchase Contract shall be referred to
as a "Normal Unit." A Holder that elects to substitute Capital Securities or the


                                      B-6
<PAGE>   91
appropriate Treasury Consideration, as the case may be, for Pledged Treasury
Securities, thereby reestablishing Normal Units, shall be responsible for any
fees or expenses payable in connection therewith. Except as provided in the
Purchase Contract Agreement, for so long as the Purchase Contract underlying a
Stripped Unit remains in effect, such Stripped Unit shall not be separable into
its constituent parts, and the rights and obligations of the Holder of such
Stripped Unit in respect of the Pledged Treasury Security and the Purchase
Contract constituting such Stripped Unit may be transferred and exchanged only
as a Stripped Unit.

           The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder shall immediately and automatically terminate,
without the necessity of any notice or action by any Holder, the Agent or the
Company, if, on or prior to the Stock Purchase Date, a Termination Event shall
have occurred. Upon the occurrence of a Termination Event, the Company shall
promptly but in no event later than two business days thereafter give written
notice to the Agent, the Collateral Agent and to the Holders, at their addresses
as they appear in the Stripped Units Register. Upon and after the occurrence of
a Termination Event, the Collateral Agent shall release the Pledged Treasury
Securities from the Pledge in accordance with the provisions of the Pledge
Agreement.

           Upon registration of transfer of this Stripped Units Certificate, the
transferee shall be bound (without the necessity of any other action on the part
of such transferee, except as may be required by the Agent pursuant to the
Purchase Contract Agreement), under the terms of the Purchase Contract Agreement
and the Purchase Contracts evidenced hereby and the transferor shall be released
from the obligations under the Purchase Contracts evidenced by this Stripped
Units Certificate. The Company covenants and agrees, and the Holder, by his
acceptance hereof, likewise covenants and agrees, to be bound by the provisions
of this paragraph.

           The Holder of this Stripped Units Certificate, by his acceptance
hereof, authorizes the Agent to enter into and perform the related Purchase
Contracts forming part of the Stripped Units evidenced hereby on his behalf as
its attorney-in-fact, expressly withholds any consent to the assumption (i.e.,
affirmance) of the Purchase Contracts by the Company or its trustee in the event
that the Company becomes the subject of a case under the Bankruptcy Code, agrees
to be bound by the terms and provisions thereof, covenants and agrees to perform
such Holder's obligations under such Purchase Contracts, consents to the
provisions of the Purchase Contract Agreement, authorizes the Agent to enter
into and perform the Pledge Agreement on such Holder's behalf as
attorney-in-fact, and consents to the Pledge of the Treasury Securities
underlying this Stripped Units Certificate pursuant to the Pledge Agreement. The
Holder further covenants and agrees, that, to the extent and in the manner
provided in the Purchase


                                      B-7
<PAGE>   92
Contract Agreement and the Pledge Agreement, but subject to the terms thereof,
payments in respect of the Pledged Treasury Securities, to be paid upon
settlement of such Holder's obligations to purchase Common Stock under the
Purchase Contract, shall be paid on the Stock Purchase Date by the Collateral
Agent to the Company in satisfaction of such Holder's obligations under such
Purchase Contract and such Holder shall acquire no right, title or interest in
such payments.

           Each Holder of any Unit, and each Beneficial Owner thereof, by its
acceptance thereof or of its interest therein, further agrees to treat (i)
itself as the owner of the related Capital Securities, Treasury Consideration or
Treasury Securities, as the case may be, and (ii) the Debentures as indebtedness
of the Company, in each case, for United States federal, state and local income
and franchise tax purposes.

           Subject to certain exceptions, the provisions of the Purchase
Contract Agreement may be amended with the consent of the Holders of a majority
of the Purchase Contracts.

           The Purchase Contracts shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to its principles of conflicts of laws.

           The Company, the Agent and its Affiliates and any agent of the
Company or the Agent may treat the Person in whose name this Stripped Units
Certificate is registered as the owner of the Stripped Units evidenced hereby
for the purpose of performance of the Purchase Contracts and for all other
purposes whatsoever, whether or not any payments in respect thereof be overdue
and notwithstanding any notice to the contrary, and neither the Company, the
Agent, such Affiliate, nor any such agent shall be affected by notice to the
contrary.

           The Purchase Contracts shall not, prior to the settlement thereof,
entitle the Holder to any of the rights of a holder of shares of Common Stock.

           A copy of the Purchase Contract Agreement is available for inspection
at the offices of the Agent.


                                      B-8
<PAGE>   93
                                  ABBREVIATIONS

           The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


TEN COM -                         as tenants in common
UNIF GIFT MIN ACT -                                     Custodian
                                  ----------------------------------------------

                                  (cust)                                (minor)

                                  Under Uniform Gifts to Minors Act

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

                                                         (State)
TEN ENT -                         as tenants by the entireties
JT TEN -                          as joint tenants with right of survivorship
                                  and not as tenants in common

Additional abbreviations may also be used though not in the above list.

           FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


(Please insert Social Security or Taxpayer I.D. or other Identifying Number of
Assignee)




(Please Print or Type Name and Address Including Postal Zip Code of Assignee)
the within Stripped Units Certificates and all rights thereunder, hereby
irrevocably constituting and appointing


                                      B-9
<PAGE>   94
           attorney to transfer said Stripped Units Certificates on the books of
MetLife, Inc. with full power of substitution in the premises.

           Dated:
                                          Signature

                                          NOTICE: The signature
                                          to this assignment
                                          must correspond with
                                          the name as it appears
                                          upon the face of the
                                          within Stripped Units
                                          Certificates in every
                                          particular, without
                                          alteration or
                                          enlargement or any
                                          change whatsoever.

Signature Guarantee:


                                      B-10
<PAGE>   95
                             SETTLEMENT INSTRUCTIONS

           The undersigned Holder directs that a certificate for shares of
Common Stock deliverable upon settlement on or after the Stock Purchase Date of
the Purchase Contracts underlying the number of Stripped Units evidenced by this
Stripped Units Certificate be registered in the name of, and delivered, together
with a check in payment for any fractional share, to the undersigned at the
address indicated below unless a different name and address have been indicated
below. If shares are to be registered in the name of a Person other than the
undersigned, the undersigned will pay any transfer tax payable incident thereto.

Dated:
                                                Signature
                                                Signature Guarantee:


If shares are to be registered in the name of and delivered to a Person other
than the Holder, please (i) print such Person's name and address and (ii)
provide a guarantee of your signature:




                         Name


                         Address

REGISTERED HOLDER

Please print name and address of Registered Holder:


                         Name


                         Address



Social Security or other Taxpayer
Identification Number, if any


                                      B-11
<PAGE>   96
                            ELECTION TO SETTLE EARLY

           The undersigned Holder of this Stripped Units Certificate hereby
irrevocably exercises the option to effect Early Settlement in accordance with
the terms of the Purchase Contract Agreement with respect to the Purchase
Contracts underlying the number of Stripped Units evidenced by this Stripped
Units Certificate specified below. The option to effect Early Settlement may be
exercised only with respect to Purchase Contracts underlying Stripped Units with
an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The
undersigned Holder directs that a certificate for shares of Common Stock
deliverable upon such Early Settlement be registered in the name of, and
delivered, together with a check in payment for any fractional share and any
Stripped Units Certificate representing any Stripped Units evidenced hereby as
to which Early Settlement of the related Purchase Contracts is not effected, to
the undersigned at the address indicated below unless a different name and
address have been indicated below. Pledged Treasury Securities deliverable upon
such Early Settlement will be transferred in accordance with the transfer
instructions set forth below. If shares are to be registered in the name of a
Person other than the undersigned, the undersigned will pay any transfer tax
payable incident thereto.



Dated:
                                                Signature

Signature Guarantee:


                                      B-12
<PAGE>   97
           Number of Units evidenced hereby as to which Early Settlement of the
related Purchase Contracts is being elected:

If shares of Common Stock or Stripped Units Certificates are to be registered in
the name of and delivered to and Pledged Treasury Securities are to be
transferred to a Person other than the Holder, please print such Person's name
and address:

                         Name


                         Address

REGISTERED HOLDER

Please print name and address of Registered Holder:


                         Name


                         Address


Social Security or other Taxpayer
Identification Number, if any



Transfer instructions for Pledged Treasury Securities transferable upon Early
Settlement or a Termination Event:


                                      B-13
<PAGE>   98
                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

           The following increases or decreases in this Global Certificate have
been made:

<TABLE>
<CAPTION>
                                                 Stated Amount
                                                 of the Global   Signature of
        Amount of            Amount of           Certificate     authorized
        decrease in Stated   increase in Stated  following such  officer of
        Amount of the        Amount of the       decrease or     Trustee or
Date    Global Certificate   Global Certificate  increase        Units Custodian
<S>     <C>                  <C>                 <C>             <C>

</TABLE>


                                      B-14
<PAGE>   99
                                                                       EXHIBIT C

                   INSTRUCTION FROM PURCHASE CONTRACT AGENT TO
                                COLLATERAL AGENT



The Bank of New York
101 Barclay Street, Floor 12 East
New York, New York  10286
Attn:  Dealing and Trading Group


     Re:  Equity Security Units of MetLife, Inc.  (the "Company"), and MetLife
          Capital Trust I

           We hereby notify you in accordance with Section 4.1 of the Pledge
Agreement, dated as of April, 2000, among the Company, yourselves, as Collateral
Agent, Custodial Agent and Securities Intermediary, and ourselves, as Purchase
Contract Agent and as attorney-in-fact for the holders of [Normal Units]
[Stripped Units] from time to time, that the holder of securities listed below
(the "Holder") has elected to substitute [$ _______ aggregate principal amount
of Treasury Securities (CUSIP No. _____)] [$_______ stated liquidation amount of
Capital Securities or the appropriate Treasury Consideration, as the case may
be,] in exchange for the related [Pledged Capital Securities or Pledged Treasury
Consideration, as the case may be (CUSIP No. ____),] [Pledged Treasury
Securities] held by you in accordance with the Pledge Agreement and has
delivered to us a notice stating that the Holder has transferred [Treasury
Securities] [Capital Securities or the appropriate Treasury Consideration, as
the case may be,] to you, as Collateral Agent. We hereby instruct you, upon
receipt of such [Pledged Treasury Securities] [Pledged Capital Securities or
Pledged Treasury Consideration, as the case may be], and upon the payment by
such Holder of any applicable fees, to release the [Capital Securities or
Treasury Consideration, as the case may be,] [Treasury Securities] related to
such [Normal Units] [Stripped Units] to us in accordance with the Holder's
instructions.

Date:

                                    BANK ONE TRUST COMPANY, N.A.
                                    By:
                                    Name:
                                    Title:
<PAGE>   100
Please print name and address of Registered Holder electing to substitute
[Treasury Securities] [Capital Securities or Pledged Treasury Consideration, as
the case may be,] for the [Pledged Capital Securities or Pledged Treasury
Consideration, as the case may be,] [Pledged Treasury Securities]:



Name                                   Social Security or other Taxpayer
                                       Identification Number, if any


Address


                                      C-2
<PAGE>   101
                                                                       EXHIBIT D

                     INSTRUCTION TO PURCHASE CONTRACT AGENT

Bank One Trust Company, N.A.
One North State Street, 9th Floor
Chicago, Illinois  60602
Attention: Corporate Trust Services Division

       Re:  Equity Security Units of MetLife, Inc. (the "Company"), and MetLife
            Capital Trust I

           The undersigned Holder hereby notifies you that it has delivered to
The Bank of New York, as Collateral Agent, Custodial Agent and Securities
Intermediary [$_________ aggregate principal amount of Treasury Securities]
[$_________ stated liquidation amount of Capital Securities or the appropriate
Treasury Consideration, as the case may be,] in exchange for the related
[Pledged Capital Securities or Pledged Treasury Consideration as the case may
be,] [Pledged Treasury Securities] held by the Collateral Agent, in accordance
with Section 4.1 of the Pledge Agreement, dated ___________, 2000, among you,
the Company and the Collateral Agent. The undersigned Holder has paid the
Collateral Agent all applicable fees relating to such exchange. The undersigned
Holder hereby instructs you to instruct the Collateral Agent to release to you
on behalf of the undersigned Holder the [Pledged Capital Securities or Pledged
Treasury Consideration, as the case may be,] [Pledged Treasury Securities]
related to such [Normal Units] [Stripped Units].

Date:
                                             By:
                                             Signature Guarantee:
Dated:

Please print name and address of
Registered Holder:


Name                                         Social Security or other Taxpayer
                                             Identification Number, if any
Address
<PAGE>   102
                                                                       EXHIBIT E

                          FORM OF REMARKETING AGREEMENT