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                                                                     Exhibit 4.5

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                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                             METLIFE CAPITAL TRUST I


                                  April , 2000



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                                TABLE OF CONTENTS


                                   ARTICLE I.
                         INTERPRETATION AND DEFINITIONS

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

                                   ARTICLE II.
                               TRUST INDENTURE ACT

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

                                  ARTICLE III.
                                  ORGANIZATION

      SECTION 3.1     NAME.................................................  14
      SECTION 3.2     OFFICE...............................................  14
      SECTION 3.3     PURPOSE..............................................  15
      SECTION 3.4     AUTHORITY............................................  15
      SECTION 3.5     TITLE TO PROPERTY OF THE TRUST.......................  15
      SECTION 3.6     POWERS AND DUTIES OF THE ADMINISTRATIVE
                      TRUSTEES.............................................  16
      SECTION 3.7     PROHIBITION OF ACTIONS BY THE TRUST AND THE
                      TRUSTEES.............................................  19
      SECTION 3.8     POWERS AND DUTIES OF THE PROPERTY TRUSTEE............  20
      SECTION 3.9     CERTAIN DUTIES AND RESPONSIBILITIES OF THE
                      PROPERTY TRUSTEE.....................................  22
      SECTION 3.10    CERTAIN RIGHTS OF PROPERTY TRUSTEE...................  24
      SECTION 3.11    DELAWARE TRUSTEE.....................................  26
      SECTION 3.12    EXECUTION OF DOCUMENTS...............................  27
      SECTION 3.13    NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
                      SECURITIES...........................................  27
      SECTION 3.14    DURATION OF TRUST....................................  27


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      SECTION 3.15    MERGERS..............................................  27

                                   ARTICLE IV.
                                     SPONSOR

      SECTION 4.1     SPONSOR'S PURCHASE OF COMMON SECURITIES..............  30
      SECTION 4.2     RIGHTS AND RESPONSIBILITIES OF THE SPONSOR...........  30
      SECTION 4.3     RIGHT TO PROCEED.....................................  31
      SECTION 4.4     [Intentionally Deleted.].............................  31

                                   ARTICLE V.
                                    TRUSTEES

      SECTION 5.1     NUMBER OF TRUSTEES...................................  31
      SECTION 5.2     DELAWARE TRUSTEE.....................................  31
      SECTION 5.3     PROPERTY TRUSTEE; ELIGIBILITY........................  32
      SECTION 5.4     CERTAIN QUALIFICATIONS OF ADMINISTRATIVE
                      TRUSTEES AND DELAWARE TRUSTEE GENERALLY..............  33
      SECTION 5.5     ADMINISTRATIVE TRUSTEES..............................  33
      SECTION 5.6     APPOINTMENT, REMOVAL AND RESIGNATION OF
                      TRUSTEES.............................................  33
      SECTION 5.7     VACANCIES AMONG TRUSTEES.............................  35
      SECTION 5.8     EFFECT OF VACANCIES..................................  35
      SECTION 5.9     MEETINGS.............................................  36
      SECTION 5.10    DELEGATION OF POWER..................................  36
      SECTION 5.11    MERGER, CONVERSION, CONSOLIDATION OR
                      SUCCESSION TO BUSINESS...............................  37

                                   ARTICLE VI.
                                  DISTRIBUTIONS

      SECTION 6.1     DISTRIBUTIONS........................................  37

                                  ARTICLE VII.
                             ISSUANCE OF SECURITIES

      SECTION 7.1     GENERAL PROVISIONS REGARDING SECURITIES..............  37
      SECTION 7.2     PAYING AGENT/REGISTRAR...............................  38


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                                  ARTICLE VIII.
                              TERMINATION OF TRUST

      SECTION 8.1     DISSOLUTION OF TRUST.................................  39

                                   ARTICLE IX.
                              TRANSFER OF INTERESTS

      SECTION 9.1     TRANSFER OF SECURITIES...............................  40
      SECTION 9.2     TRANSFER OF CERTIFICATES.............................  41
      SECTION 9.3     DEEMED SECURITY HOLDERS..............................  41
      SECTION 9.4     BOOK ENTRY INTERESTS.................................  41
      SECTION 9.5     NOTICES TO CLEARING AGENCY...........................  42
      SECTION 9.6     APPOINTMENT OF SUCCESSOR CLEARING AGENCY.............  43
      SECTION 9.7     DEFINITIVE CAPITAL SECURITY CERTIFICATES.............  43
      SECTION 9.8     MUTILATED, DESTROYED, LOST OR STOLEN
                      CERTIFICATES.........................................  44

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

      SECTION 10.1    LIABILITY............................................  44
      SECTION 10.2    EXCULPATION..........................................  45
      SECTION 10.3    FIDUCIARY DUTY.......................................  45
      SECTION 10.4    [Intentionally Deleted.].............................  46
      SECTION 10.5    OUTSIDE BUSINESSES...................................  46

                              ARTICLE XI.
                              ACCOUNTING

      SECTION 11.1    FISCAL YEAR..........................................  47
      SECTION 11.2    CERTAIN ACCOUNTING MATTERS...........................  47
      SECTION 11.3    BANKING..............................................  48
      SECTION 11.4    WITHHOLDING..........................................  48

                                  ARTICLE XII.
                             AMENDMENTS AND MEETINGS

      SECTION 12.1    AMENDMENTS...........................................  49


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

                                  ARTICLE XIII.
                           REPRESENTATIONS OF PROPERTY
                          TRUSTEE AND DELAWARE TRUSTEE

      SECTION 13.1    REPRESENTATIONS AND WARRANTIES OF PROPERTY
                      TRUSTEE..............................................  52
      SECTION 13.2    REPRESENTATIONS AND WARRANTIES OF DELAWARE
                      TRUSTEE..............................................  53

                                  ARTICLE XIV.
                                  MISCELLANEOUS

      SECTION 14.1    NOTICES..............................................  54
      SECTION 14.2    GOVERNING LAW........................................  56
      SECTION 14.3    INTENTION OF THE PARTIES.............................  56
      SECTION 14.4    HEADINGS.............................................  56
      SECTION 14.5    SUCCESSORS AND ASSIGNS...............................  56
      SECTION 14.6    PARTIAL ENFORCEABILITY...............................  56
      SECTION 14.7    COUNTERPARTS.........................................  56
      SECTION 14.8    CUSIP NUMBERS........................................  57


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                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                             METLIFE CAPITAL TRUST I


                                              April    , 2000


           AMENDED AND RESTATED DECLARATION OF TRUST (the "Declaration") dated
and effective as of April ___, 2000, by the Trustees (as defined herein), the
Sponsor (as defined herein) and by the Holders (as defined herein), from time to
time, of the securities representing undivided beneficial interests in the
assets of the Trust (as defined herein) to be issued pursuant to this
Declaration;

           WHEREAS, certain of the Trustees and the Sponsor established MetLife
Capital Trust I (the "Trust"), a trust under the Business Trust Act (as defined
herein) pursuant to a Declaration of Trust dated as of March 3, 2000 (the
"Original Declaration"), and a Certificate of Trust filed with the Secretary of
State of the State of Delaware on March 6, 2000, for the sole purpose of issuing
and selling certain securities representing undivided beneficial interests in
the assets of the Trust and investing the proceeds thereof in certain Debentures
of the Debenture Issuer (each, as defined herein);

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

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

SECTION 1.1     DEFINITIONS.

           UNLESS THE CONTEXT OTHERWISE REQUIRES:

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

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

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

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

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

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

           "Administrative Trustee" has the meaning set forth in Section 5.1.

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

           "Agent" means any Paying Agent or Registrar.

           "Authorized Officer" means (i) with respect to the Sponsor, the Chief
Executive Officer, the Chief Financial Officer, the President, a Vice President,
the Treasurer, an



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Assistant Treasurer, the Secretary or an Assistant Secretary of the Sponsor and
(ii) with respect to any other Person, any Person that is authorized to bind
such Person.

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

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

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

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

           "Capital Security 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).

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

           "Capital Securities Guarantee" means the guarantee agreement to be
dated as of April __, 2000 of the Sponsor in respect of the Capital Securities.

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

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

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



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           "Closing Date" means the date of "First Time of Delivery" and the
date of each "Time of Delivery" under the Underwriting Agreement.

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

           "Commission" means the Securities and Exchange Commission.

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

           "Common Securities Guarantee" means the guarantee agreement to be
dated as of April ___, 2000 of the Sponsor in respect of the Common Securities.

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

           "Corporate Trust Office" means the office of the Property Trustee at
which the corporate trust business of the Property Trustee shall, at any
particular time, be principally administered, which office at the date of
execution of this Declaration is located at 101 Barclay Street, Floor 21W, NY,
NY 10286, Attention: Corporate Trust Administration.

           "Coupon Rate" has the meaning set forth in the Purchase Contract
Agreement.

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

           "Creditor" has the meaning set forth in Section 4.4.

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

           "Debenture Trustee" means The Bank of New York, a New York banking
corporation, as trustee under the Indenture until a successor is appointed
thereunder, and thereafter means such successor trustee.

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



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           "Definitive Capital Security Certificates" has the meaning set forth
in Section 9.4.

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

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

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

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

           "Direct Action" has the meaning set forth in Section 3.8(e).

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

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

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

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

           "Failed Remarketing" has the meaning set forth in the Purchase
Contract Agreement.

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

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

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

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

           "Indenture" means the Indenture dated as of April ___, 2000, among
the Debenture Issuer and the Debenture Trustee, and any indenture supplemental
thereto pursuant to which the Debentures are to be issued.



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

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

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

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

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

           "Ministerial Action" has the meaning set forth in the terms of the
Securities as set forth in Annex I.

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

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

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

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

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

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

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



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

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

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

           "Purchase Contract Agent" means Bank One Trust Company, N.A., as
purchase contract agent under the Purchase Contract Agreement until a successor
is appointed thereunder, and thereafter means such successor Purchase Contract
Agent.

           "Purchase Contract Agreement" means the Purchase Contract Agreement
dated as of April ___, 2000 between the Purchase Contract Agent and the Sponsor.

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

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

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

           "Remarketing Agent" has the meaning set forth in the Purchase
Contract Agreement.

           "Remarketing Agreement" means the form of Remarketing Agreement to be
entered into by and among the Sponsor, the Trust, the Remarketing Agent and the
Purchase Contract Agent in connection with the remarketing of the capital
securities.

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

           "Remarketing Value" has the meaning set forth in the Purchase
Contract Agreement.

           "Reset Agent" means a nationally recognized investment banking firm
chosen by the Sponsor to determine the Reset Rate.



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           "Reset Rate" means the lowest distribution rate per annum (rounded to
the nearest one-thousandth (0.001) of one percent per annum), to be determined
by the Reset Agent, that the Capital Securities should bear in order for the
Capital Securities to have a market value at the Remarketing Date or any
Subsequent Remarketing Date, as the case may be, of 100.5% of the Remarketing
Value, assuming, for this purpose, even if not true, that all of the Capital
Securities are held as components of Normal Units and will be remarketed;
provided, however, that if there has been a Failed Remarketing, the Reset Rate
will be equal to the Coupon Rate, as defined in Annex I hereto, until the
Capital Securities are successfully remarketed pursuant to the Purchase Contract
Agreement and Remarketing Agreement.

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

           "Securities" means the Common Securities and the Capital Securities.

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

           "Securities Act" means the Securities Act of 1933, as amended from
time to time, or any successor legislation.

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

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

           "Subsequent Remarketing Date" has the meaning set forth in the
Purchase Contract Agreement.

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



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<PAGE>   14
           "Successor Entity" has the meaning set forth in Section 3.15(b)(i).

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

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

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

           "Termination Event" has the meaning set forth in the Purchase
Contract Agreement.

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

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

           "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended from time to time, or any successor legislation.

           "Underwriting Agreement" means the Underwriting Agreement for the
offering and sale of the Units.

           "Units" has the meaning set forth in the Purchase Contract Agreement.



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<PAGE>   15
                                   ARTICLE II.
                               TRUST INDENTURE ACT

SECTION 2.1     TRUST INDENTURE ACT; APPLICATION.

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

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

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

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

SECTION 2.2     LISTS OF HOLDERS OF SECURITIES.

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

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



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<PAGE>   16
SECTION 2.3     REPORTS BY THE PROPERTY TRUSTEE.

           Within 60 days after [September 1] of each year, commencing
[September 1], 2000, the Property Trustee shall provide to the Holders of the
Capital Securities such reports as are required by Section 313 of the Trust
Indenture Act, if any, in the form and in the manner provided by Section 313 of
the Trust Indenture Act. The Property Trustee shall also comply with the
requirements of Section 313(d) of the Trust Indenture Act.

SECTION 2.4     PERIODIC REPORTS TO PROPERTY TRUSTEE.

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

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

SECTION 2.5     EVIDENCE OF COMPLIANCE WITH CONDITIONS
                PRECEDENT.

           Each of the Sponsor and the Administrative Trustees, on behalf of the
Trust, shall provide to the Property Trustee such evidence of compliance with
any conditions precedent, if any, provided for in this Declaration that relate
to any of the matters set forth in Section 314(c) of the Trust Indenture Act.
Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) may be given in the form of an Officer's Certificate.

SECTION 2.6     EVENTS OF DEFAULT; WAIVER.

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


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<PAGE>   17
                (i) is not waivable under the Indenture, the Event of Default
           under this Declaration shall also not be waivable; or

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

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

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

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

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



                                       12
<PAGE>   18
provided further, each Holder of Common Securities will be deemed to have waived
any such Event of Default and all Events of Default with respect to the Common
Securities and its consequences until all Events of Default with respect to the
Capital Securities have been cured, waived or otherwise eliminated, and until
such Events of Default have been so cured, waived or otherwise eliminated, the
Property Trustee will be deemed to be acting solely on behalf of the Holders of
the Capital Securities and only the Holders of the Capital Securities will have
the right to direct the Property Trustee in accordance with the terms of the
Securities. The foregoing provisions of this Section 2.6(b) shall be in lieu of
Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such
Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby
expressly excluded from this Declaration and the Securities, as permitted by the
Trust Indenture Act. Subject to the foregoing provisions of this Section 2.6(b),
upon such waiver, any such default shall cease to exist and any Event of Default
with respect to the Common Securities arising therefrom shall be deemed to have
been cured for every purpose of this Declaration, but no such waiver shall
extend to any subsequent or other default or Event of Default with respect to
the Common Securities or impair any right consequent thereon.

           (c) A waiver of an Event of Default under the Indenture by the
Property Trustee at the direction of the Holders of the Capital Securities
constitutes a waiver of the corresponding Event of Default with respect to the
Capital Securities under this Declaration. Any waiver of an Event of Default
under the Indenture by the Property Trustee at the direction of the Holders of
the Capital Securities shall also be deemed to constitute a waiver by the
Holders of the Common Securities of the corresponding Event of Default under
this Declaration with respect to the Common Securities for all purposes of this
Declaration without further act, vote or consent of the Holders of the Common
Securities. The foregoing provisions of this Section 2.6(c) shall be in lieu of
Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of
the Trust Indenture Act is hereby expressly excluded from this Declaration and
the Securities, as permitted by the Trust Indenture Act.

SECTION 2.7     EVENT OF DEFAULT; NOTICE.

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



                                       13
<PAGE>   19
interest on any of the Debentures, the Property Trustee shall be protected in
withholding such notice if and so long as a Responsible Officer of the Property
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders of the Securities.

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

                (i) a default under Sections 6.1(a) and 6.1(b) of the Indenture
           provided that the Property Trustee is also the Paying Agent under the
           Indenture; or

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

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


                                  ARTICLE III.
                                  ORGANIZATION

SECTION 3.1     NAME.

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

SECTION 3.2     OFFICE.

           The address of the principal office of the Trust, for purposes of the
Delaware Business Trust Act, is c/o The Bank of New York (Delaware), White Clay
Center, Route 273, Newark, Delaware 19711. On ten Business Days written notice
to the Property Trustee and Holders of the Securities, the Administrative
Trustees may designate another principal office.



                                       14
<PAGE>   20
SECTION 3.3     PURPOSE.

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

SECTION 3.4     AUTHORITY.

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

SECTION 3.5     TITLE TO PROPERTY OF THE TRUST.

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



                                       15
<PAGE>   21
SECTION 3.6     POWERS AND DUTIES OF THE ADMINISTRATIVE TRUSTEES.

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

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

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

                (i) execute and file with the Commission the registration
           statement and the prospectus relating to the registration statement
           on Form S-1 prepared by the Sponsor, including any amendments or
           supplements thereto, pertaining to the Capital Securities and to take
           any other action relating to the registration and sale of the Capital
           Securities and the Units under federal and state securities laws;

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

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

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

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



                                       16
<PAGE>   22
                (vi) execute and deliver letters, documents or instruments with
           DTC and other Clearing Agencies relating to the Capital Securities.

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

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

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

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

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

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

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

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

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



                                       17
<PAGE>   23
           (l) to take all action that may be necessary or appropriate for the
      preservation and the continuation of the Trust's valid existence, rights,
      franchises and privileges as a statutory business trust under the laws of
      the State of Delaware and of each other jurisdiction in which such
      existence is necessary to protect the limited liability of the Holders of
      the Capital Securities or to enable the Trust to effect the purposes for
      which the Trust was created;

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

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

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

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

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

           (o) instruct the Purchase Contract Agent in order to enable the
      Purchase Contract Agent to vote such Securities; and

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

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

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



                                       18
<PAGE>   24
power or authority available to the Administrative Trustees shall be construed
to be a duty.

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

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

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

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

                (iii) possess Trust property for other than a Trust purpose;

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

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

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

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



                                       19
<PAGE>   25
SECTION 3.8     POWERS AND DUTIES OF THE PROPERTY TRUSTEE.

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

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

           (c) The Property Trustee shall:

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

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

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



                                       20
<PAGE>   26
           (d) The Property Trustee shall take all actions and perform such
duties as may be specifically required of the Property Trustee pursuant to the
terms of the Securities and this Declaration.

           (e) The Property Trustee shall take any Legal Action which arises out
of or in connection with an Event of Default of which a Responsible Officer of
the Property Trustee has actual knowledge or the Property Trustee's duties and
obligations under this Declaration, or the Trust Indenture Act; provided,
however, that if the Property Trustee fails to enforce its rights under the
Debentures after a Holder of Capital Securities has made a written request, such
Holder of Capital Securities may, to the fullest extent permitted by applicable
law, institute a legal proceeding against the Debenture Issuer without first
instituting any legal proceeding against the Property Trustee or any other
Person. Notwithstanding the foregoing, if an Event of Default has occurred and
is continuing and such event is attributable to the failure of the Debenture
Issuer to pay interest on or principal of the Debentures on the date such
interest or principal is otherwise payable (or in the case of redemption, on the
redemption date), then a Holder of Capital Securities may directly institute a
proceeding for enforcement of payment to such Holder of the principal of or
interest on the Debentures having a principal amount equal to the aggregate
liquidation amount of the Capital Securities of such holder (a "Direct Action")
on or after the due date specified in the Debentures. In connection with such
Direct Action, the rights of the Holders of Common Securities will be
subordinated to the rights of such Holders of Capital Securities. In connection
with such Direct Action, the Debenture Issuer shall be subrogated to the rights
of such Holder of Capital Securities with respect to payments on the Capital
Securities under this Declaration to the extent of any payment made by the
Debenture Issuer to such Holder of Capital Securities in such Direct Action.
Except as provided in the preceding sentences, the Holders of Capital Securities
will not be able to exercise directly any other remedy available to the Holders
of the Debentures.

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

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

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

           (g) The Property Trustee shall have the legal power to exercise all
of the rights, powers and privileges of a holder of Debentures under the
Indenture and, if an Event of Default actually known to a Responsible Officer of
the Property Trustee occurs and is



                                       21
<PAGE>   27
continuing, the Property Trustee shall, for the benefit of Holders of the
Securities, enforce its rights as holder of the Debentures subject to the rights
of the Holders pursuant to the terms of such Securities and this Declaration.

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

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

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

SECTION 3.9     CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY
                TRUSTEE.

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

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

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

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



                                       22
<PAGE>   28
                implied covenants or obligations shall be read into this
                Declaration against the Property Trustee; and

                      (B) in the absence of bad faith on the part of the
                Property Trustee, the Property Trustee may conclusively rely, as
                to the truth of the statements and the correctness of the
                opinions expressed therein, upon any certificates or opinions
                furnished to the Property Trustee and conforming to the
                requirements of this Declaration; but in the case of any such
                certificates or opinions that by any provision hereof are
                specifically required to be furnished to the Property Trustee,
                the Property Trustee shall be under a duty to examine the same
                to determine whether or not on their face they conform to the
                requirements of this Declaration (but need not confirm or
                investigate the accuracy of mathematical calculations or other
                facts stated therein);

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

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

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

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



                                       23
<PAGE>   29
                (vi) the Property Trustee shall have no duty or liability for or
           with respect to the value, genuineness, existence or sufficiency of
           the Debentures or the payment of any taxes or assessments levied
           thereon or in connection therewith;

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

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

SECTION 3.10          CERTAIN RIGHTS OF PROPERTY TRUSTEE.

           (a)  Subject to the provisions of Section 3.9:

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

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

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



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

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

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

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

                (viii) the Property Trustee may execute any of the trusts or
           powers hereunder or perform any duties hereunder either directly or
           by or through agents, custodians, nominees or attorneys and the
           Property Trustee shall not be responsible for any misconduct or
           negligence on the part of any agent or attorney appointed with due
           care by it hereunder in compliance with this Declaration;



                                       25
<PAGE>   31
                (ix) any action taken by the Property Trustee or its agents
           hereunder shall bind the Trust and the Holders of the Securities, and
           the signature of the Property Trustee or its agents alone shall be
           sufficient and effective to perform any such action and no third
           party shall be required to inquire as to the authority of the
           Property Trustee to so act or as to its compliance with any of the
           terms and provisions of this Declaration, both of which shall be
           conclusively evidenced by the Property Trustee's or its agent's
           taking such action;

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

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

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

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

SECTION 3.11          DELAWARE TRUSTEE.

           Notwithstanding any other provision of this Declaration other than
Section 5.2, the Delaware Trustee shall not be entitled to exercise any powers,
nor shall the Delaware Trustee have any of the duties and responsibilities of
the Trustees (except as required



                                       26
<PAGE>   32
under the Business Trust Act) described in this Declaration. Except as set forth
in Section 5.2, the Delaware Trustee shall be a Trustee for the sole and limited
purpose of fulfilling the requirements of Section 3807 of the Business Trust
Act. In the event that the Delaware Trustee shall at any time be required to
take any action or perform any duty hereunder, the Delaware Trustee shall be
entitled to the benefits of Section 3.9(b)(ii) through (viii) and Section 3.10.
No implied covenants or obligations shall be read into this Declaration against
the Delaware Trustee.

SECTION 3.12          EXECUTION OF DOCUMENTS.

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

SECTION 3.13          NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
                      SECURITIES.

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

SECTION 3.14          DURATION OF TRUST.

           The Trust, unless dissolved pursuant to the provisions of Article
VIII hereof, shall dissolve on April 7, 2007.

SECTION 3.15          MERGERS.

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

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



                                       27
<PAGE>   33
                (i)  provided that if the Trust is not the surviving entity, the
           successor entity (the "Successor Entity") either:

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

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

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

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

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

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

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



                                       28
<PAGE>   34
                (vii) prior to such merger, consolidation, amalgamation,
           replacement, conveyance, transfer or lease, the Sponsor has received
           an opinion of a nationally recognized independent counsel to the
           Trust experienced in such matters to the effect that:

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

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

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

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

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

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

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



                                       29
<PAGE>   35
                                   ARTICLE IV.
                                     SPONSOR

SECTION 4.1     SPONSOR'S PURCHASE OF COMMON SECURITIES.

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

SECTION 4.2     RIGHTS AND RESPONSIBILITIES OF THE SPONSOR.

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

           (a) to prepare for filing by the Trust with the Commission a
registration statement on Form S-1 in relation to the Capital Securities and/or
the Units, including any amendments thereto;

           (b) if necessary, to determine the States in which to take
appropriate action to qualify or register for sale all or part of the Capital
Securities and/or the Units and to do any and all such acts, other than actions
which must be taken by the Trust, and advise the Trust of actions it must take,
and prepare for execution and filing any documents to be executed and filed by
the Trust), as the Sponsor deems necessary or advisable in order to comply with
the applicable laws of any such States;

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

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

           (e) to negotiate the terms of the Remarketing Agreement and the
Underwriting Agreement providing for the sale of the Capital Securities.



                                       30
<PAGE>   36
SECTION 4.3     RIGHT TO PROCEED.

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

SECTION 4.4     [Intentionally Deleted.]

                                   ARTICLE V.
                                    TRUSTEES

SECTION 5.1     NUMBER OF TRUSTEES.

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

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

           (b) after the issuance of any Securities, the number of Trustees may
be increased or decreased by vote of the Holders of a Majority in liquidation
amount of the Common Securities voting as a class at a meeting of the Holders of
the Common Securities; provided, however, that, the number of Trustees shall in
no event be less than two (2), provided further that (1) one Trustee shall meet
the requirements of Section 5.2(a) and (b); (2) there shall be at least one
Trustee who is an employee or officer of, or is affiliated with the Sponsor (an
"Administrative Trustee"); and (3) one Trustee shall be the Property Trustee for
so long as this Declaration is required to qualify as an indenture under the
Trust Indenture Act, and such Property Trustee may also serve as Delaware
Trustee if it meets the applicable requirements.

SECTION 5.2     DELAWARE TRUSTEE.

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

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

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



                                       31
<PAGE>   37
           (c) The initial Delaware Trustee shall be:

                The Bank of New York (Delaware)
                White Clay Center, Route 273
                Newark, Delaware  19711
                Attn:  Corporate Trust Administration

SECTION 5.3     PROPERTY TRUSTEE; ELIGIBILITY.

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

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

                (ii) be a corporation organized and doing business under the
           laws of the United States of America or any State or Territory
           thereof or of the District of Columbia, or a corporation or Person
           permitted by the Commission to act as a Property Trustee under the
           Trust Indenture Act, authorized under such laws to exercise corporate
           trust powers, having a combined capital and surplus of at least 50
           million U.S. dollars ($50,000,000), and subject to supervision or
           examination by Federal, State, Territorial or District of Columbia
           authority. If such corporation publishes reports of condition at
           least annually, pursuant to law or to the requirements of the
           supervising or examining authority referred to above, then for the
           purposes of this Section 5.3(a)(ii), the combined capital and surplus
           of such corporation shall be deemed to be its combined capital and
           surplus as set forth in its most recent report of condition so
           published.

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

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

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



                                       32
<PAGE>   38
           (e) The initial Property Trustee shall be:

                The Bank of New York
                101 Barclay Street, Floor 21 West
                New York, New York 10286
                Attn:  Corporate Trust Administration

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

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

SECTION 5.5     ADMINISTRATIVE TRUSTEES.

           The initial Administrative Trustees shall be:

                William J. Wheeler
                William H. Nugent
                Janet Morgan

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

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

SECTION 5.6     APPOINTMENT, REMOVAL AND RESIGNATION OF
                TRUSTEES.

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

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



                                       33
<PAGE>   39
                (ii) after the issuance of any Securities, by vote of the
           Holders of a Majority in liquidation amount of the Common Securities
           voting as a class at a meeting of the Holders of the Common
           Securities.

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

                (ii) The Trustee that acts as Delaware Trustee shall not be
           removed in accordance with Section 5.6(a) until a successor Delaware
           Trustee possessing the qualifications to act as Delaware Trustee
           under Sections 5.2 and 5.4 (a "Successor Delaware Trustee") has been
           appointed and has accepted such appointment by written instrument
           executed by such Successor Delaware Trustee and delivered to the
           Administrative Trustees and the Sponsor.

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

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

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

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

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



                                       34
<PAGE>   40
           (d) The Holders of the Common Securities shall use all reasonable
efforts to promptly appoint a Successor Delaware Trustee or Successor Property
Trustee, as the case may be, if the Property Trustee or the Delaware Trustee
delivers an instrument of resignation in accordance with this Section 5.6.

           (e) If no Successor Property Trustee or Successor Delaware Trustee
shall have been appointed and accepted appointment as provided in this Section
5.6 within 60 days after delivery to the Sponsor and the Trust of an instrument
of resignation, the resigning Property Trustee or Delaware Trustee, as
applicable, may petition any court of competent jurisdiction for appointment of
a Successor Property Trustee or Successor Delaware Trustee. Such court may
thereupon, after prescribing such notice, if any, as it may deem proper, appoint
a Successor Property Trustee or Successor Delaware Trustee, as the case may be.

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

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

SECTION 5.7     VACANCIES AMONG TRUSTEES.

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

SECTION 5.8     EFFECT OF VACANCIES.

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



                                       35
<PAGE>   41
SECTION 5.9     MEETINGS.

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

SECTION 5.10    DELEGATION OF POWER.

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

           (b) the Administrative Trustees shall have power to delegate from
time to time to such of their number or to officers of the Trust the doing of
such things and the execution of such instruments either in the name of the
Trust or the names of the Administrative Trustees or otherwise as the
Administrative Trustees may deem expedient, to the extent such delegation is not
prohibited by applicable law or contrary to the provisions of the Trust, as set
forth herein.



                                       36
<PAGE>   42
SECTION 5.11    MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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

                                   ARTICLE VI.
                                  DISTRIBUTIONS

SECTION 6.1     DISTRIBUTIONS.

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

                                  ARTICLE VII.
                             ISSUANCE OF SECURITIES

SECTION 7.1     GENERAL PROVISIONS REGARDING SECURITIES.

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



                                       37
<PAGE>   43
           (b) The Certificates shall be signed on behalf of the Trust by an
Administrative Trustee. Such signature shall be the manual or facsimile
signature of any present or any future Administrative Trustee. In case any
Administrative Trustee who shall have signed any of the Securities shall cease
to be such Administrative Trustee before the Certificates so signed shall be
delivered by the Trust, such Certificates nevertheless may be delivered as
though the Person who signed such Certificates had not ceased to be such
Administrative Trustee; and any Certificate may be signed on behalf of the Trust
by such Persons who, at the actual date of execution of such Certificate, shall
be the Administrative Trustees of the Trust, although at the date of the
execution and delivery of the Declaration any such Person was not such an
Administrative Trustee. Certificates shall be printed, lithographed or engraved
or may be produced in any other manner as is reasonably acceptable to the
Administrative Trustees, as evidenced by their execution thereof, and may have
such letters, numbers or other marks of identification or designation and such
legends or endorsements as the Administrative Trustees may deem appropriate, or
as may be required to comply with any law or with any rule or regulation of any
stock exchange on which Securities may be listed, or to conform to usage. The
Capital Securities Certificates shall also be authenticated by the Property
Trustee. Such signature shall be an original signature of the Property Trustee.

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

           (d) Upon issuance of the Securities as provided in this Declaration,
subject to Section 10.1(b), the Securities so issued shall be deemed to be
validly issued, fully paid and non-assessable undivided beneficial interests in
the assets of the Trust.

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

SECTION 7.2     PAYING AGENT/REGISTRAR.

           In the event that the Capital Securities are not in book-entry only
form, the Trust shall maintain an office or agency where the Capital Securities
may be presented for payment ("Paying Agent"), and any such Paying Agent shall
comply with Section 317(b) of the Trust Indenture Act. The Administrative
Trustee on behalf of the Trust may appoint the Paying Agent and may appoint one
or more additional paying agents in such other locations as it shall determine.
The term "Paying Agent" includes any additional paying agent. The Administrative
Trustee may change any Paying Agent without prior notice to



                                       38
<PAGE>   44
any Holder. The Administrative Trustee shall notify the Property Trustee of the
name and address of any Paying Agent not a party to this Declaration. If the
Administrative Trustee fails to appoint or maintain another entity as Paying
Agent, the Property Trustee shall act as such. The Administrative Trustee or any
of its Affiliates (including the Sponsor) may act as Paying Agent. The Property
Trustee at its Corporate Trust Office shall initially act as Paying Agent for
the Capital Securities and the Common Securities. The Trust shall maintain in
the Borough of Manhattan, The City of New York, an office or agency where
Capital Securities may be presented for registration of transfer ("Registrar").
The Registrar shall keep a register of the Capital Securities and of their
transfer. The Administrative Trustee may appoint the Registrar and the Paying
Agent and may appoint one or more co-registrars and one or more additional
paying agents in such other locations as it shall determine. The term
"Registrar" includes any additional registrar. The Administrative Trustee may
change any Registrar or co-registrar without prior notice to any Holder. The
Administrative Trustee shall notify the Property Trustee of the name and address
of any Agent not a party to this Declaration. If the Administrative Trustee
fails to appoint or maintain another entity as Registrar, the Property Trustee
shall act as such. The Administrative Trustee or any of its Affiliates may act
as Registrar. The Trust shall act as Registrar for the Common Securities.

           Notwithstanding Sections 3.6(b)(vi) and 3.6(k), the Trust initially
appoints the Property Trustee as Registrar for the Capital Securities and
authorizes it to execute and deliver letters, documents and instruments with DTC
and other Clearing Agencies relating to the Capital Securities.

                                  ARTICLE VIII.
                              TERMINATION OF TRUST

SECTION 8.1     DISSOLUTION OF TRUST.

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

                (i) upon a Termination Event;

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

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



                                       39
<PAGE>   45
                (iv) when all the Securities shall have been called for
           redemption and the amounts necessary for redemption thereof shall
           have been paid to the Holders in accordance with the terms of the
           Securities;

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

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

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

           (c) The provisions of Section 4.4 and Article X shall survive the
termination of the Trust.

                                   ARTICLE IX.
                              TRANSFER OF INTERESTS

SECTION 9.1     TRANSFER OF SECURITIES.

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

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

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

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

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



                                       40
<PAGE>   46
SECTION 9.2     TRANSFER OF CERTIFICATES.

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

SECTION 9.3     DEEMED SECURITY HOLDERS.

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

SECTION 9.4     BOOK ENTRY INTERESTS.

           The Capital Securities Certificates, on original issuance, in
addition to being issued in the form of one or more definitive, fully registered
Capital Securities Certificates (each a "Definitive Capital Securities
Certificate") registered initially in the books and records of the Trust in the
name of Bank One Trust Company, N.A., as Purchase Contract Agent, will be issued
in the form of one or more, fully registered, global Capital Security
Certificates (each a "Global Certificate"), to be delivered to DTC, the initial
Clearing Agency, by, or on behalf of, the Trust. Such Global Certificate(s)
shall initially be registered on the books and records of the Trust in the name
of Cede & Co., the nominee of DTC, and no Capital Security Beneficial Owner will
receive a definitive Capital Security Certificate representing such Capital
Security Beneficial Owner's interests in such Global Certificate(s), except as
provided in Section 9.7. Except for the Definitive Capital Security Certificates
as specified herein and the definitive, fully registered Capital



                                       41
<PAGE>   47
Securities Certificates, if any, that have been issued to the Capital Security
Beneficial Owners pursuant to Section 9.7:

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

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

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

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

SECTION 9.5     NOTICES TO CLEARING AGENCY.

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



                                       42
<PAGE>   48
SECTION 9.6     APPOINTMENT OF SUCCESSOR CLEARING AGENCY.

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

SECTION 9.7     DEFINITIVE CAPITAL SECURITY CERTIFICATES.

           If:

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

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

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

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



                                       43
<PAGE>   49
SECTION 9.8     MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.

           If:

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

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

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

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

SECTION 10.1    LIABILITY.

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

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

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

           (b) Pursuant to Section 3803(a) of the Business Trust Act, the
Holders of the Capital Securities shall be entitled to the same limitation of
personal liability extended to



                                       44
<PAGE>   50
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.

SECTION 10.2    EXCULPATION.

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

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

SECTION 10.3    FIDUCIARY DUTY.

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

           (b) Unless otherwise expressly provided herein:

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



                                       45
<PAGE>   51
                (ii) whenever this Declaration or any other agreement
           contemplated herein or therein provides that an Indemnified Person
           shall act in a manner that is, or provides terms that are, fair and
           reasonable to the Trust or any Holder of Securities,

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

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

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

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

SECTION 10.4    [Intentionally Deleted.]

SECTION 10.5    OUTSIDE BUSINESSES.

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


                                       46
<PAGE>   52
character that, if presented to the Trust, could be taken by the Trust, and any
Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall
have the right to take for its own account (individually or as a partner or
fiduciary) or to recommend to others any such particular investment or other
opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee
may engage or be interested in any financial or other transaction with the
Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee
or agent for, or act on any committee or body of holders of, securities or other
obligations of the Sponsor or its Affiliates.

           The Sponsor agrees:

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

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

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

                                   ARTICLE XI.
                                   ACCOUNTING

SECTION 11.1    FISCAL YEAR.

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

SECTION 11.2    CERTAIN ACCOUNTING MATTERS.

           (a) At all times during the existence of the Trust, the Trust shall
keep, or cause to be kept, full books of account, records and supporting
documents, which shall reflect in reasonable detail, each transaction of the
Trust. The books of account shall be maintained



                                       47
<PAGE>   53
on the accrual method of accounting, in accordance with generally accepted
accounting principles, consistently applied. The Trust shall use the accrual
method of accounting for United States federal income tax purposes. The books of
account and the records of the Trust shall be examined by and reported upon as
of the end of each Fiscal Year of the Trust by a firm of independent certified
public accountants selected by the Administrative Trustees.

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

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

SECTION 11.3    BANKING.

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

SECTION 11.4    WITHHOLDING.

           The Administrative Trustees on behalf of the Trust shall comply with
all withholding requirements under United States federal, state and local law.
The Trust shall request, and the Holders shall provide to the Trust, such forms
or certificates as are necessary to establish an exemption from withholding with
respect to each Holder, and any representations and forms as shall reasonably be
requested by the Trust to assist it in determining the extent of, and in
fulfilling, its withholding obligations. The Administrative Trustees on behalf
of the Trust shall file required forms with applicable jurisdictions and, unless
an exemption from withholding is properly established by a Holder, shall remit



                                       48
<PAGE>   54
amounts withheld with respect to the Holder to applicable jurisdictions. To the
extent that the Trust is required to withhold and pay over any amounts to any
authority with respect to distributions or allocations to any Holder, the amount
withheld shall be deemed to be a distribution in the amount of the withholding
to the Holder. In the event of any claimed over withholding, Holders shall be
limited to an action against the applicable jurisdiction. If the amount required
to be withheld was not withheld from actual Distributions made, the Trust may
reduce subsequent Distributions by the amount of such withholding.

                                  ARTICLE XII.
                             AMENDMENTS AND MEETINGS

SECTION 12.1    AMENDMENTS.

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

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

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

           (b) no amendment shall be made:

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

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

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

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

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



                                       49
<PAGE>   55
                      (B) reduce or otherwise adversely affect the powers of the
                Property Trustee in contravention of the Trust Indenture Act; or

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

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

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

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

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

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

                (i)   cure any ambiguity;

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

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

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

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



                                       50
<PAGE>   56
                (vi) cause the Trust to continue to be classified for United
           States federal income tax purposes as a grantor trust.

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

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

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

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



                                       51
<PAGE>   57
           meeting shall be returned to the Trust within the time specified by
           the Administrative Trustees;

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

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

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

                                  ARTICLE XIII.
                           REPRESENTATIONS OF PROPERTY
                          TRUSTEE AND DELAWARE TRUSTEE

SECTION 13.1    REPRESENTATIONS AND WARRANTIES OF PROPERTY TRUSTEE.

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



                                       52
<PAGE>   58
           (a) the Property Trustee is a banking corporation, a national banking
association or a bank with trust powers, duly organized, validly existing and in
good standing under the laws of the United States of America or any State of the
United States, with trust power and authority to execute and deliver, and to
carry out and perform its obligations under the terms of, the Declaration;

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

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

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

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

SECTION 13.2    REPRESENTATIONS AND WARRANTIES OF DELAWARE TRUSTEE.

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

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



                                       53
<PAGE>   59
           (b) the execution, delivery and performance by the Delaware Trustee
of the Declaration has been duly authorized by all necessary corporate action on
the part of the Delaware Trustee. The Declaration has been duly executed and
delivered by the Delaware Trustee, and it constitutes a legal, valid and binding
obligation of the Delaware Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency, and other similar laws affecting creditors' rights generally and to
general principles of equity and the discretion of the court (regardless of
whether the enforcement of such remedies is considered in a proceeding in equity
or at law);

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

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

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

                                  ARTICLE XIV.
                                  MISCELLANEOUS

SECTION 14.1    NOTICES.

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

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

                The Bank of New York (Delaware)
                White Clay Center, Route 273
                Newark, Delaware 19711
                Attn:  Corporate Trust Administration



                                       54
<PAGE>   60
                with a copy to:

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


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

                The Bank of New York (Delaware)
                White Clay Center, Route 273
                Newark, Delaware 19711
                Attn:  Corporate Trust Administration

                with a copy to:

                The Bank of New York
                101 Barclay Street, Floor 21W
                New York, NY  10286
                Attn:  Corporate Trust Administration

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

                The Bank of New York
                101 Barclay Street, Floor 21W
                New York, NY  10286
                Attn:  Corporate Trust Administration

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

                MetLife, Inc.
                One Madison Avenue
                New York, New York  10010
                Attn: Treasurer

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

           All such notices shall be deemed to have been given when received in
person, or mailed by first class mail, postage prepaid except that if a notice
or other document is refused delivery or cannot be delivered because of a
changed address of which no notice



                                       55
<PAGE>   61
was given, such notice or other document shall be deemed to have been delivered
on the date of such refusal or inability to deliver.

SECTION 14.2    GOVERNING LAW.

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

SECTION 14.3    INTENTION OF THE PARTIES.

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

SECTION 14.4    HEADINGS.

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

SECTION 14.5    SUCCESSORS AND ASSIGNS.

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

SECTION 14.6    PARTIAL ENFORCEABILITY.

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

SECTION 14.7    COUNTERPARTS.

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



                                       56
<PAGE>   62
SECTION 14.8    CUSIP NUMBERS.

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



                                       57
<PAGE>   63
           IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.

                             -------------------------------------------------
                             William J. Wheeler, as Administrative Trustee of
                             the Trust


                             -------------------------------------------------
                             William H. Nugent, as Administrative Trustee of
                             the Trust


                             -------------------------------------------------
                             Janet Morgan, as Administrative Trustee of the
                             Trust

                             THE BANK OF NEW YORK (DELAWARE),
                             as Delaware Trustee


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

                             THE BANK OF NEW YORK,
                             as Property Trustee


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


                             METLIFE, INC.
                             as Sponsor

                             By:
                                ----------------------------------------------
                                   Name:
                                   Title:
<PAGE>   64
                                                                         ANNEX I


                             TERMS AND CONDITIONS OF
                             ___% CAPITAL SECURITIES
                             ___% COMMON SECURITIES


           Pursuant to Section 7.1 of the Amended and Restated Declaration of
Trust, dated as of April __, 2000 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Capital Securities and the Common
Securities are set out below (each capitalized term used but not defined herein
has the meaning set forth in the Declaration or, if not defined in the
Declaration, as defined in the Prospectus referred to below):

           (1) Designation and Number.

           (a) Capital Securities. _________________Capital Securities of the
Trust, with an aggregate liquidation amount with respect to the assets of the
Trust of _____ million Dollars ($____________________) and a liquidation amount
with respect to the assets of the Trust of $50 per Capital Security, are hereby
designated for the purposes of identification only as "_______% Capital
Securities" (the "Capital Securities"). The Capital Security Certificates
evidencing the Capital Securities shall be substantially in the form of Exhibit
A-1 to the Declaration, with such changes and additions thereto or deletions
therefrom as may be required by applicable law or the rules of any stock
exchange on which the Capital Securities are listed or to conform to ordinary
usage, custom or practice.

           (b) Common Securities. Common Securities of the Trust, with an
aggregate liquidation amount with respect to the assets of the Trust of ___
million Dollars ($__________) and a liquidation amount with respect to the
assets of the Trust of $50 per Common Security, are hereby designated for the
purposes of identification only as "________% Common Securities" (the "Common
Securities"). The Common Security Certificates evidencing the Common Securities
shall be substantially in the form of Exhibit A-2 to the Declaration, with such
changes and additions thereto or deletions therefrom as may be required by
applicable law or to conform to ordinary usage, custom or practice.

           (2) Distributions.

           (a) Distributions payable on each Security will be fixed initially at
a rate per annum of __% (the "Coupon Rate") of the stated liquidation amount of
$50 per Security


                                      I-1
<PAGE>   65
through and including February 15, 2003, and at the Reset Rate thereafter, such
rates also being the rates of interest payable on the Debentures to be held by
the Property Trustee. Distributions in arrears will bear interest thereon
compounded quarterly at the Coupon Rate through and including February 15, 2003,
and at the Reset Rate thereafter (to the extent permitted by applicable law).
The term "Distributions" as used herein includes such cash distributions, any
such interest payable and any additional Distributions accrued during a Deferral
Period (as defined below) unless otherwise stated. A Distribution is payable
only to the extent that payments are made in respect of the Debentures held by
the Property Trustee and to the extent the Property Trustee has received funds
therefor. The amount of Distributions payable for any period will be computed
for any full quarterly Distribution period on the basis of a 360-day year
consisting of twelve 30-day months, and for any period shorter than a full
quarterly Distribution period for which Distributions are computed,
Distributions will be computed on the basis of the actual number of days elapsed
in such 90-day quarter based on 30-day months. The Debenture Issuer has the
right under the Indenture to defer payments of interest by extending the
interest payment period from time to time on the Debentures for a period not
exceeding five years (each a "Deferral Period") and, as a consequence of such
deferral, Distributions will also be deferred. Despite such deferral, quarterly
Distributions will continue to accrue with additional Distributions thereon (to
the extent permitted by applicable law) at the Coupon Rate through and including
February 15, 2003, and at the Reset Rate thereafter, compounded quarterly during
any such Deferral Period. Prior to the termination of any such Deferral Period,
the Sponsor may further extend such Deferral Period; provided that such Deferral
Period together with all such previous and further deferrals thereof may not
exceed five years or extend beyond the maturity of the Debentures under the
Indenture. Payments of deferred and additional Distributions will be payable on
an Interest Payment Date (as defined in the Indenture) elected by the Sponsor to
Holders as they appear on the books and records of the Trust on the record date
fixed for such Interest Payment Date. Upon the termination of any Deferral
Period and the payment of all amounts then due, the Sponsor may commence a new
Deferral Period, subject to the above requirements.

           (b) Distributions on the Securities will be cumulative, will accrue
from April __, 2000, and will be payable (subject to Section 2(a)) quarterly in
arrears, on February 15, May 15, August 15, and November 15 of each year,
commencing on August 15, 2000, except as otherwise described below.

           (c) Distributions on the Securities will be payable to the Holders
thereof as they appear on the books and records of the Trust at the close of
business on the Business Day immediately preceding each of the relevant payment
dates on the Securities. Subject to any applicable laws and regulations and the
provisions of the Declaration, each such payment in respect of the Capital
Securities will be made as described under the heading "Description of the
Units--Description of the Capital Securities--Book-Entry Only


                                      I-2
<PAGE>   66
Issuance" in the Prospectus dated April __, 2000 (the "Prospectus") of the Trust
relating to the Registration Statement on Form S-1 (file nos. 333-32074 and
333-32074-01) of the Sponsor and the Trust. The relevant record dates for the
Common Securities shall be the same record date as for the Capital Securities.
If the Capital Securities shall not continue to remain in book-entry only form
or are not in book-entry only form at issuance, the relevant record dates for
the Capital Securities shall conform to the rules of any securities exchange on
which the Capital Securities are listed and, if none, as shall be selected by
the Administrative Trustees, which dates shall be at least more than one, but
less than 60 Business Days before the relevant payment dates, which payment
dates correspond to the interest payment dates on the Debentures. Distributions
payable on any Securities that are not punctually paid on any Distribution
payment date, as a result of the Debenture Issuer having failed to make a
payment under the Debentures, will cease to be payable to the Person in whose
name such Securities are registered on the relevant record date, and such
defaulted Distribution will instead be payable to the Person in whose name such
Securities are registered on the special record date or other specified date
determined in accordance with the Indenture. If any date on which Distributions
are payable on the Securities is not a Business Day, then payment of the
Distribution payable on such date will be made on the next succeeding day that
is a Business Day (and without any interest or other payment in respect of any
such delay) except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such date. So long as the
Holder of any Capital Securities is the Collateral Agent, the payment of
Distributions on such Capital Securities held by the Collateral Agent will be
made at such place and to such account as may be designated by the Collateral
Agent.

           (d) On the Remarketing Date and any Subsequent Remarketing Date, the
Reset Agent will attempt to establish the Reset Rate as of such date (which
Reset Rate will be in effect from and after February 16, 2003). By approximately
4:30 p.m., New York City time, on the Remarketing Date and any Subsequent
Remarketing Date, provided that the Reset Agent has successfully established a
Reset Rate on such date, the Reset Agent shall advise, by telephone the
Depositary, the Property Trustee, the Purchase Contract Agent, the Debenture
Trustee and the Sponsor of the Reset Rate determined in the reset. The Sponsor
will cause a notice of the Reset Rate to be published on the second Business Day
following the Remarketing Date and any such Subsequent Remarketing Date 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.

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


                                      I-3
<PAGE>   67
           (3) Liquidation Distribution Upon Dissolution.

           In the event of any voluntary or involuntary dissolution of the
Trust, the Holders of the Securities on the date of the dissolution will be
entitled to receive out of the assets of the Trust, after satisfaction (whether
by payment or reasonable provision for payment) of liabilities to creditors of
the Trust, Debentures in an aggregate principal amount equal to the aggregate
stated liquidation amount of such Securities, with an interest rate equal to the
Coupon Rate through and including February 15, 2003, and the Reset Rate
thereafter, and bearing accrued and unpaid interest in an amount equal to the
accrued and unpaid Distributions on such Securities and which shall be
distributed on a Pro Rata basis to the Holders of the Securities in exchange for
such Securities (such amount being "Liquidation Distribution").

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

           (4) Voting Rights - Capital Securities.

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

           (b) Subject to the requirements set forth in this paragraph, the
Holders of a Majority in liquidation amount of the Capital Securities, voting
separately as a class may direct the time, method, and place of conducting any
proceeding for any remedy available to the Property Trustee, or the exercise of
any trust or power conferred upon the Property Trustee under the Declaration,
including (i) directing the time, method and place of conducting any proceeding
for any remedy available to the Debenture Trustee, or exercising any trust or
power conferred on the Debenture Trustee with respect to the Debentures, (ii)
waiving any past default and its consequences that is waivable under the
Indenture, (iii) exercising any right to rescind or annul a declaration that the
principal of all the Debentures shall be due and payable, or (iv) consenting to
any amendment, modification or termination of the Indenture or the Debentures
where such consent shall be required, provided, however, that, where a consent
or action under the Indenture specifically would require the consent or act of
the Holders of greater than a majority of the holders in principal amount of
Debentures affected thereby (a "Super Majority"), the Property Trustee may only
give such consent or take such action at the written direction of the Holders of
at least the proportion in liquidation amount of the Capital Securities which
the relevant Super Majority represents of the aggregate principal amount of the
Debentures outstanding. The Property Trustee shall not revoke any action
previously


                                      I-4
<PAGE>   68
authorized or approved by a vote of the Holders of the Capital Securities. Other
than with respect to directing the time, method and place of conducting any
remedy available to the Property Trustee or the Debenture Trustee as set forth
above, the Property Trustee shall not take any action in accordance with the
directions of the Holders of the Capital Securities under this paragraph unless
the Property Trustee has obtained an opinion of tax counsel to the effect that
for the purposes of United States federal income tax the Trust will not be
classified as other than a grantor trust on account of such action. If the
Property Trustee fails to enforce its rights under the Debentures after a Holder
of Capital Securities has made a written request, such Holder of Capital
Securities may, to the fullest extent permitted by applicable law, institute a
legal proceeding directly against the Debenture Issuer to enforce the Property
Trustee's rights under the Debentures without first instituting a legal
proceeding against the Property Trustee or any other Person. Notwithstanding the
foregoing, if an Event of Default has occurred and is continuing and such event
is attributable to the failure of the Debenture Issuer to pay interest or
principal on the Debentures on the date such interest or principal is otherwise
payable, then a Holder of Capital Securities may directly institute a proceeding
for enforcement of payment to such Holder of the principal of or interest on the
Debentures having a principal amount equal to the aggregate liquidation amount
of the Capital Securities of such Holder on or after the respective due date
specified in the Debentures. Except as provided in the preceding sentence, the
Holders of Capital Securities shall not exercise directly any other remedy
available to the holders of the Debentures.

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

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

           (5)  Voting Rights - Common Securities.


                                      I-5
<PAGE>   69
           (a) Except as provided under Sections 5(b), 5(c) and 6 and as
otherwise required by law and the Declaration, the Holders of the Common
Securities will have no voting rights.

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

           (c) Subject to Section 2.6 of the Declaration and only after any
Event of Default with respect to the Capital Securities has been cured, waived,
or otherwise eliminated the Property Trustee shall not (i) direct the time,
method, and place of conducting any proceeding for any remedy available to the
Debenture Trustee, or exercising any trust or power conferred on the Debenture
Trustee with respect to the Debentures, (ii) waive any past default and its
consequences that is waivable under the Indenture, or (iii) exercise any right
to rescind or annul a declaration that the principal of all the Debentures shall
be due and payable, without in each case, obtaining the prior approval of the
Holders of a Majority in liquidation amount of Common Securities, provided that,
where a consent under the Indenture specifically would require the consent of
the Holders of a Super Majority, the Property Trustee may only give such consent
at the written direction of the Holders of at least the proportion in
liquidation amount of the Common Securities which the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding.
Pursuant to this Section 5(c), the Property Trustee shall not revoke any action
previously authorized or approved by a vote of the Holders of the Capital
Securities. The Property Trustee shall not take any of the foregoing actions
under this paragraph unless the Property Trustee has obtained an opinion of tax
counsel to the effect that for the purposes of United States federal income tax
the Trust will not be classified as other than a grantor trust on account of
such action. If the Property Trustee fails to enforce its rights under the
Declaration, any Holder of Common Securities may, to the fullest extent
permitted by law, institute a legal proceeding directly against any Person to
enforce the Property Trustee's rights under the Declaration, without first
instituting a legal proceeding against the Property Trustee or any other Person.

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


                                      I-6
<PAGE>   70
           No vote or consent of the Holders of the Common Securities will be
required for the Trust to redeem and cancel Common Securities or to distribute
the Debentures in accordance with the Declaration and the terms of the
Securities.

           (6) Amendments to Declaration and Indenture.

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

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

           (7) Redemption At Maturity of the Debentures.


                                      I-7
<PAGE>   71
           Upon the redemption of the Debentures in whole (but not in part), at
maturity, the proceeds from such redemption shall, after satisfaction of
liabilities to creditors, be simultaneously applied to redeem Securities having
an aggregate liquidation amount equal to the aggregate principal amount of the
Debentures so redeemed at a redemption price of $50 per Security plus an amount
equal to accrued and unpaid Distributions thereon at the date of the repayment,
payable in cash.

           (8)  Pro Rata.

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

           (9) Ranking.

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

           (10) Acceptance of Securities Guarantee and Indenture.

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

           (11) No Preemptive Rights.

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


                                      I-8
<PAGE>   72
           (12) Miscellaneous.

           These terms constitute a part of the Declaration.

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

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


                                      I-9
<PAGE>   73
                                                                     EXHIBIT A-1


                      FORM OF CAPITAL SECURITY CERTIFICATE


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

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


Certificate Number____________           Number of Capital Securities___________


                                                             CUSIP NO. 591562301


                                      A1-1
<PAGE>   74
      Certificate Evidencing Capital Securities of MetLife Capital Trust I

                             ___% Capital Securities
                  (liquidation amount $50 per Capital Security)


           MetLife Capital Trust I, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that____________
______ (the "Holder") is the registered owner of ____________________ capital
securities of the Trust representing preferred undivided beneficial interests in
the assets of the Trust designated as the ___% Capital Securities (liquidation
amount $50 per capital security) (the "Capital Securities"). The Capital
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Capital
Securities represented hereby are issued and shall in all respects be subject to
the provisions of the Amended and Restated Declaration of Trust of the Trust
dated as of April __, 2000, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Capital Securities
as set forth in Annex I to the Declaration. Capitalized terms used herein but
not defined shall have the meaning given them in the Declaration. The Holder is
entitled to the benefits of the Capital Securities Guarantee to the extent
provided therein. The Sponsor will provide a copy of the Declaration, the
Capital Securities Guarantee and the Indenture to a Holder without charge upon
written request to the Trust at its principal place of business.

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

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


                                      A1-2
<PAGE>   75
           IN WITNESS WHEREOF, the Trust has executed this certificate this ___
day of --------, ----.


                                     METLIFE CAPITAL TRUST I


                                     By:
                                        ----------------------------------------
                                           Name:
                                           Title: Administrative Trustee


                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


                                     THE BANK OF NEW YORK
                                Property Trustee


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


                                      A1-3
<PAGE>   76
                          [FORM OF REVERSE OF SECURITY]

           Distributions payable on each Capital Security will be fixed at a
rate per annum of ___% (the "Coupon Rate") of the stated liquidation amount of
$50 per Capital Security through and including February 15, 2003, and at the
Reset Rate thereafter. Distributions in arrears for more than one quarter will
bear interest thereon compounded quarterly at the Coupon Rate through and
including February 15, 2003, and at the Reset Rate thereafter. The term
"Distributions" as used herein includes such cash distributions, any such
interest payable and any additional Distributions accrued during a Deferral
Period (as defined below) unless otherwise stated. A Distribution is payable
only to the extent that payments are made in respect of the Debentures held by
the Property Trustee and to the extent the Property Trustee has received funds
therefor. The amount of Distributions payable for any period will be computed
for any full quarterly Distribution period on the basis of a 360-day year
consisting of twelve 30-day months, and for any period shorter than a full
quarterly Distribution period for which Distributions are computed,
Distributions will be computed on the basis of the actual number of days elapsed
in such 90-day quarter based on 30-day months. The Sponsor has the right under
the Indenture to defer payments of interest by extending the interest payment
period from time to time on the Debentures for a period not exceeding five years
(each a "Deferral Period") and, as a consequence of such deferral, Distributions
will also be deferred. Despite such deferral, quarterly Distributions will
continue to accrue with additional Distributions thereon (to the extent
permitted by applicable law) at the Coupon Rate through and including February
15, 2003, and at the Reset Rate thereafter, compounded quarterly during any such
Deferral Period. Prior to the termination of any such Deferral Period, the
Sponsor may further extend such Deferral Period; provided that such Deferral
Period together with all such previous and further deferrals thereof may not
exceed five years or extend beyond the maturity of the Debentures under the
Indenture. Payments of deferred and additional Distributions will be payable on
an Interest Payment Date (as defined in the Indenture) elected by the Sponsor to
Holders as they appear on the books and records of the Trust on the record date
fixed for such Interest Payment Date. Upon the termination of any Deferral
Period and the payment of all amounts then due, the Sponsor may commence a new
Deferral Period, subject to the above requirements.

           Except as otherwise described in the Declaration, Distributions on
the Capital Securities will be cumulative, will accrue from the date of original
issuance and will be payable quarterly in arrears, on February 15, May 15,
August 15 and November 15 of each year, commencing on August 15, 2000, to
holders of record, if in book-entry only


                                      A1-4
<PAGE>   77
form, one Business Day prior to such payment date, which payment dates shall
correspond to the interest payment dates on the Debentures. In the event that
the Capital Securities are not in book-entry form, the Administrative Trustees
will have the right to select relevant record dates, which will be more than one
Business Day but less than 60 Business Days prior to the relevant payment dates.


                                      A1-5
<PAGE>   78
                                   ASSIGNMENT


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



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





                    (Insert address and zip code of assignee)

and irrevocably appoints



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

Dated:                                     Signature:

                                           Signature Guarantee:

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


                                      A1-6
<PAGE>   79
                                                                     EXHIBIT A-2


                       FORM OF COMMON SECURITY CERTIFICATE


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

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

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


Certificate Number____________         Number of Capital Securities_____________


                                                         CUSIP NO.______________


       Certificate Evidencing Common Securities of MetLife Capital Trust I

                             ___% Common Securities
                  (liquidation amount $50 per Common Security)


           MetLife Capital Trust I, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that MetLife, Inc.
(the "Holder") is the registered owner of common securities of the Trust
representing common undivided beneficial interests in the assets of the Trust
designated as the ___% Common Securities


                                      A2-1
<PAGE>   80
(liquidation amount $50 per common security) (the "Common Securities"). The
Common Securities are transferable on the books and records of the Trust, in
person or by a duly authorized attorney, upon surrender of this certificate duly
endorsed and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities represented hereby are issued and shall in all respects be subject to
the provisions of the Amended and Restated Declaration of Trust of the Trust
dated as of April __, 2000, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the Common Securities
as set forth in Annex I to the Declaration. Capitalized terms used herein but
not defined shall have the meaning given them in the Declaration. The Holder is
entitled to the benefits of the Common Securities Guarantee to the extent
provided therein. The Sponsor will provide a copy of the Declaration, the Common
Securities Guarantee and the Indenture to a Holder without charge upon written
request to the Sponsor at its principal place of business.

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

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


                                      A2-2
<PAGE>   81
           IN WITNESS WHEREOF, the Trust has executed this certificate this ___
day of -------------, ----.


                               METLIFE CAPITAL TRUST I


                               By:
                                   -------------------------------------
                                     Name:
                                     Title:  Administrative Trustee


                                      A2-3
<PAGE>   82
                          [FORM OF REVERSE OF SECURITY]


           Distributions payable on each Common Security will be fixed at a rate
per annum of ___% (the "Coupon Rate") of the stated liquidation amount of $50
per Common Security through and including February 15, 2003, and at the Reset
Rate thereafter. Distributions in arrears for more than one quarter will bear
interest thereon compounded quarterly at the Coupon Rate until February 15,
2003, and at the Reset Rate thereafter. The term "Distributions" as used herein
includes such cash distributions and any such interest payable and any
additional Distributions accrued during a Deferral Period (as defined below)
unless otherwise stated. A Distribution is payable only to the extent that
payments are made in respect of the Debentures held by the Property Trustee and
to the extent the Property Trustee has funds available therefor. The amount of
Distributions payable for any period will be computed for any full quarterly
Distribution period on the basis of a 360-day year of twelve 30-day months, and
for any period shorter than a full quarterly Distribution period for which
Distributions are computed, Distributions will be computed on the basis of the
actual number of days elapsed per 30-day month. The Sponsor has the right under
the Indenture to defer payments of interest by extending the interest payment
period from time to time on the Debentures for a period not exceeding five years
(each a "Deferral Period") and, as a consequence of such deferral, Distributions
will also be deferred. Despite such deferral, quarterly Distributions will
continue to accrue with additional Distributions thereon (to the extent
permitted by applicable law) at the Coupon Rate through and including February
15, 2003, and at the Reset Rate thereafter, compounded quarterly during any such
Deferral Period. Prior to the termination of any such Deferral Period, the
Sponsor may further extend such Deferral Period; provided that such Deferral
Period together with all such previous and further deferrals thereof may not
exceed five years or extend beyond the maturity of the Debentures under the
Indenture. Payments of deferred and additional Distributions will be payable on
an Interest Payment Date (as defined in the Indenture) elected by the Sponsor to
Holders as they appear on the books and records of the Trust on the record date
fixed for such Interest Payment Date. Upon the termination of any Deferral
Period and the payment of all amounts then due, the Sponsor may commence a new
Deferral Period, subject to the above requirements.

           Except as otherwise described in the Declaration, distributions on
the Common Securities will be cumulative, will accrue from the date of original
issuance and will be payable quarterly in arrears, on February 15, May 15,
August 15 and November 15 of each year, commencing on August 15, 2000, to
Holders of record one Business Day prior to such payment dates, which payment
dates shall correspond to the interest payment dates on the Debentures.


                                      A2-4
<PAGE>   83
                                   ASSIGNMENT

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





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





                    (Insert address and zip code of assignee)

and irrevocably appoints



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

Dated:                                     Signature:

                                           Signature Guarantee:

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


                                      A2-5
<PAGE>   84
                                                                       EXHIBIT B

                              SPECIMEN OF DEBENTURE


                                      B-1