<PAGE>

                                                                 EXHIBIT 4.41(a)

================================================================================

                                 METLIFE, INC.,
                                     Issuer

                                       and

                J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
                                     Trustee

                                    INDENTURE

                            Dated as of June 21, 2005

                          Subordinated Debt Securities

================================================================================

<PAGE>

                            CROSS-REFERENCE TABLE(1)

<TABLE>
<CAPTION>
        SECTION OF TRUST INDENTURE ACT OF  SECTION OF 1939, AS AMENDED               INDENTURE
--------------------------------------------------------------------------------    ------------
<S>                                                                                 <C>
310(a)..........................................................................    Inapplicable
310(b)..........................................................................    7.08
310(c)..........................................................................    Inapplicable
311(a)..........................................................................    7.13
311(b)..........................................................................    7.13
311(c)..........................................................................    Inapplicable
312(b)..........................................................................    5.02(c)
312(c)..........................................................................    Inapplicable
313(a)..........................................................................    5.04(a)
313(b)..........................................................................    5.04(b)
313(c)..........................................................................    5.04(b)
313(d)..........................................................................    Inapplicable
314(a)..........................................................................    Inapplicable
314(b)..........................................................................    Inapplicable
314(c)..........................................................................    Inapplicable
314(d)..........................................................................    Inapplicable
314(e)..........................................................................    Inapplicable
314(f)..........................................................................    Inapplicable
315(a)..........................................................................    Inapplicable
315(b)..........................................................................    Inapplicable
315(c)..........................................................................    Inapplicable
315(d)..........................................................................    Inapplicable
315(e)..........................................................................    Inapplicable
316(a)..........................................................................    Inapplicable
316(b)..........................................................................    Inapplicable
316(c)..........................................................................    Inapplicable
317(a)..........................................................................    Inapplicable
317(b)..........................................................................    Inapplicable
318(a)..........................................................................    Inapplicable
</TABLE>

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

<PAGE>

                              TABLE OF CONTENTS(1)

<TABLE>
<CAPTION>
                                                                                   PAGE
<S>                                                                                <C>
                                    ARTICLE I
                                   DEFINITIONS

Section 1.01  Definitions of Terms..............................................     1

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

Section 2.01  Designation and Terms of Securities...............................     8

Section 2.02  Form of Securities and Trustee's Certificate......................    11

Section 2.03  Denominations; Provisions for Payment.............................    11

Section 2.04  Execution and Authentications.....................................    13

Section 2.05  Registration of Transfer and Exchange.............................    13

Section 2.06  Temporary Securities..............................................    14

Section 2.07  Mutilated, Destroyed, Lost or Stolen Securities...................    15

Section 2.08  Cancellation......................................................    16

Section 2.09  Benefits of Indenture.............................................    16

Section 2.10  Authenticating Agent..............................................    16

Section 2.11  Global Securities.................................................    17

                                   ARTICLE III
              REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

Section 3.01  Redemption........................................................    18

Section 3.02  Notice of Redemption..............................................    18

Section 3.03  Payment Upon Redemption...........................................    19

Section 3.04  Sinking Fund......................................................    19

Section 3.05  Satisfaction of Sinking Fund Payments with Securities.............    20

Section 3.06  Redemption of Securities for Sinking Fund.........................    20

                                   ARTICLE IV
                                CERTAIN COVENANTS

Section 4.01  Payment of Principal, Premium and Interest........................    20

Section 4.02  Maintenance of Office or Agency...................................    21

Section 4.03  Paying Agents.....................................................    22
</TABLE>

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

                                      -i-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                     PAGE
<S>                                                                                  <C>
Section 4.04  Statement by Officers as to Default..................................   23

Section 4.05  Existence............................................................   23

Section 4.06  Payment of Taxes.....................................................   23

Section 4.07  Covenants as to MetLife Trusts.......................................   24

Section 4.08  Waiver of Certain Covenants..........................................   24

Section 4.09  Appointment to Fill Vacancy in Office of Trustee.....................   24

Section 4.10  Compliance with Consolidation Provisions.............................   24

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

Section 5.01  Company to Furnish Trustee Names and Addresses of Securityholders....   25

Section 5.02  Preservation Of Information; Communications With Securityholders.....   25

Section 5.03  Reports by the Company...............................................   25

Section 5.04  Reports by the Trustee...............................................   26

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

Section 6.01  Events of Default....................................................   26

Section 6.02  Collection of Indebtedness and Suits for Enforcement by Trustee......   29

Section 6.03  Application of Moneys Collected......................................   30

Section 6.04  Limitation on Suits..................................................   31

Section 6.05  Rights and Remedies Cumulative; Delay or Omission Not Waiver.........   32

Section 6.06  Control by Securityholders...........................................   32

Section 6.07  Undertaking to Pay Costs.............................................   32

Section 6.08  Waiver of Past Defaults..............................................   33

                                    ARTICLE VII
                              CONCERNING THE TRUSTEE

Section 7.01  Certain Duties and Responsibilities of Trustee.......................   33

Section 7.02  Certain Rights of Trustee............................................   34
</TABLE>

                                      -ii-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                     PAGE
<S>                                                                                  <C>
Section 7.03   Trustee Not Responsible for Recitals or Issuance or Securities......   35

Section 7.04   May Hold Securities.................................................   36

Section 7.05   Moneys Held in Trust................................................   36

Section 7.06   Compensation and Reimbursement......................................   36

Section 7.07   Reliance on Officers' Certificate...................................   37

Section 7.08   Disqualification; Conflicting Interests.............................   37

Section 7.09   Corporate Trustee Required; Eligibility.............................   37

Section 7.10   Resignation and Removal; Appointment of Successor...................   37

Section 7.11   Acceptance of Appointment By Successor..............................   39

Section 7.12   Merger, Conversion, Consolidation or Succession to Business.........   40

Section 7.13   Preferential Collection of Claims Against the Company...............   40

                                   ARTICLE VIII
                          CONCERNING THE SECURITYHOLDERS

Section 8.01   Evidence of Action by Securityholders...............................   40

Section 8.02   Proof of Execution by Securityholders...............................   41

Section 8.03   Who May be Deemed Owners............................................   41

Section 8.04   Certain Securities Owned by Company Disregarded.....................   41

Section 8.05   Actions Binding on Future Securityholders...........................   42

                                    ARTICLE IX
                              SUPPLEMENTAL INDENTURES

Section 9.01   Supplemental Indentures Without the Consent of Securityholders......   42

Section 9.02   Supplemental Indentures With Consent of Securityholders.............   44

Section 9.03   Effect of Supplemental Indentures...................................   45

Section 9.04   Securities Affected by Supplemental Indentures......................   45

Section 9.05   Execution of Supplemental Indentures................................   45

                                     ARTICLE X
               CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 10.01  When the Company May Consolidate, Merge, Etc........................   46
</TABLE>

                                      -iii-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                     PAGE
<S>                                                                                  <C>
                                    ARTICLE XI
                            SATISFACTION AND DISCHARGE

Section 11.01  Satisfaction and Discharge of Indenture.............................   46

Section 11.02  Discharge of Obligations............................................   47

Section 11.03  Deposited Moneys to be Held in Trust................................   47

Section 11.04  Payment of Moneys Held by Paying Agents.............................   48

Section 11.05  Repayment to Company................................................   48

                                    ARTICLE XII
          IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 12.01  No Recourse.........................................................   48

                                   ARTICLE XIII
                        DEFEASANCE AND COVENANT DEFEASANCE

Section 13.01  Company's Option to Effect Defeasance or Covenant Defeasance........   49

Section 13.02  Defeasance and Discharge............................................   49

Section 13.03  Covenant Defeasance.................................................   49

Section 13.04  Conditions to Defeasance or Covenant Defeasance.....................   50

Section 13.05  Deposited Money and Government Obligations to Be Held in Trust;
               Miscellaneous Provisions............................................   51

Section 13.06  Reinstatement.......................................................   52

                                    ARTICLE XIV
                             MISCELLANEOUS PROVISIONS

Section 14.01  Effect on Successors and Assigns....................................   52

Section 14.02  Actions by Successor................................................   52

Section 14.03  Surrender of Company Powers.........................................   52

Section 14.04  Notices.............................................................   52

Section 14.05  Governing Law.......................................................   53

Section 14.06  Treatment of Securities as Debt.....................................   53

Section 14.07  Compliance Certificates and Opinions................................   53

Section 14.08  Payments on Business Days...........................................   53

Section 14.09  Conflict with Trust Indenture Act...................................   54
</TABLE>

                                      -iv-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                     PAGE
<S>                                                                                  <C>
Section 14.10  Counterparts........................................................   54

Section 14.11  Separability........................................................   54

Section 14.12  Assignment..........................................................   54

Section 14.13  Acknowledgment of Rights............................................   54

                                    ARTICLE XV
                            SUBORDINATION OF SECURITIES

Section 15.01  Agreement to Subordinate............................................   55

Section 15.02  Default on Senior Indebtedness......................................   55

Section 15.03  Liquidation; Dissolution; Bankruptcy................................   55

Section 15.04  Subrogation.........................................................   57

Section 15.05  Trustee to Effectuate Subordination.................................   57

Section 15.06  Notice by the Company...............................................   58

Section 15.07  Rights of the Trustee; Holders of Senior Indebtedness...............   58

Section 15.08  Subordination May Not Be Impaired...................................   59
</TABLE>

                                      -v-
<PAGE>

      INDENTURE, dated as of June 21, 2005, between MetLife, Inc., a Delaware
corporation (the "Company"), and J.P. Morgan Trust Company, National
Association, a national banking association, as trustee (the "Trustee"):

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

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

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

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

                                   ARTICLE I

                                   DEFINITIONS

      Section 1.01 Definitions of Terms.

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

      "Corporate Trust Office" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at J.P. Morgan Trust Company,
National Association, Worldwide Securities Services, 4 New York Plaza, 15th
Floor, New York, NY 10004.

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

                                        2
<PAGE>

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

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

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

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

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

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

      "Governmental Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America that, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act of 1933, as amended) as custodian with respect to any such
Governmental Obligation or a specific payment of principal of or interest on any
such Governmental Obligation held by such custodian for the account of the
holder of such depositary receipt; provided, however, that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by the
custodian in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depositary receipt.

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

      "Indebtedness" of any person means the principal of and premium, if any,
and interest due on indebtedness of such Person, whether outstanding on the date
of this Indenture or thereafter created, incurred or assumed, which is (a)
indebtedness for money borrowed, and (b)

                                        3
<PAGE>

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

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

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

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

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

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

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

      "Opinion of Counsel" means an opinion in writing of legal counsel, who may
be an employee of or counsel for the Company and who shall be reasonably
acceptable to the Trustee that is delivered to the Trustee in accordance with
the terms hereof. Each such opinion shall

                                        4
<PAGE>

include the statements provided for in Section 14.07, if and to the extent
required by the provisions thereof.

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

      "Outstanding," when used with reference to Securities of any series,
means, subject to the provisions of Section 8.04, as of any particular time, all
Securities of that series theretofore authenticated and delivered by the Trustee
under this Indenture, except (a) Securities theretofore canceled by the Trustee
or any Paying Agent, or delivered to the Trustee or any Paying Agent for
cancellation or that have previously been canceled; (b) Securities or portions
thereof for the payment or redemption of which moneys or Governmental
Obligations in the necessary amount shall have been deposited in trust with the
Trustee or with any Paying Agent (other than the Company) or shall have been set
aside and segregated in trust by the Company (if the Company shall act as its
own Paying Agent); provided, however, that if such Securities or portions of
such Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article Three provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; (c)
Securities in lieu of or in substitution for which other Securities shall have
been authenticated and delivered pursuant to the terms of Section 2.07; and (d)
Securities as to which Defeasance (as defined in Section 13.02) has been
effected pursuant to Section 13.02, provided, however, that in determining
whether the holders of the requisite principal amount of the Outstanding
Securities have given, made or taken any request, demand, authorization,
direction, notice, consent, waiver or other action hereunder as of any date, (A)
the principal amount of an Original Issue Discount Security which shall be
deemed to be Outstanding shall be the amount of the principal thereof which
would be due and payable as of such date upon acceleration of the maturity
thereof to such date pursuant to Section 6.01(b), (B) if, as of such date, the
principal amount payable at the Stated Maturity of a Security is not
determinable, the principal amount of such Security which shall be deemed to be
Outstanding shall be the amount as specified or determined as contemplated by
Section 2.01, (C) the principal amount of a Security denominated in one or more
foreign currencies or currency units which shall be deemed to be Outstanding
shall be the U.S. dollar equivalent, determined as of such date in the manner
provided as contemplated by Section 2.01, of the principal amount of such
Security (or, in the case of a Security described in Clause (A) or (B) above, of
the amount determined as provided in such Clause), and (D) Securities
beneficially owned by the Company or any other obligor upon such Securities or
any Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent, waiver or other action, only Securities which a
Responsible Officer of the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.

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

                                        5
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                        6
<PAGE>

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

      "Senior Indebtedness" means with respect to the Company, all amounts due
on obligations in connection with any of the following, whether Outstanding at
the date of execution of this Indenture, or thereafter incurred or created, (i)
the principal of or any premium and interest in respect of (A) indebtedness of
the Company for money borrowed and (B) indebtedness evidenced by securities,
debentures, bonds or other similar instruments issued by the Company (other than
the Securities); (ii) all capital lease obligations of the Company; all
obligations of the Company issued or assumed as the deferred purchase price of
property, all conditional sale obligations of the Company and all obligations of
the Company under any title retention agreement (but excluding trade accounts
payable arising in the ordinary course of business); (iv) all obligations of the
Company for the reimbursement on any letter of credit, banker's acceptance,
security purchase facility or similar credit transaction; (v) all obligations of
the Company in respect of interest rate swap, cap or other agreements, interest
rate future or options contracts, currency swap arrangements, currency future or
option contracts and other similar agreements; (vi) all obligations of the types
referred to in clauses (i) through (v) above of other persons for the payment of
which the Company is responsible or liable as obligor, guarantor or otherwise;
and (vii) all obligations of the types referred to in clauses (i) through (vi)
above of other persons secured by any lien on any property or asset of the
Company (whether or not such obligation is assumed by the Company); provided,
that, "Senior Indebtedness" shall not include: (1) indebtedness or monetary
obligations to trade creditors created or assumed by the Company in the ordinary
course of business in connection with the obtaining of materials or services;
indebtedness that is by its terms subordinated to or ranks equal with the
Securities; or (3) any indebtedness of the Company to its Affiliates (including
all debt securities and guarantees in respect of those debt securities, issued
to (a) any MetLife Trust or (b) any other trust, partnership or other entity
affiliated with the Company that is a financing vehicle of the Company (a"
financing entity") in connection with the issuance by such financing entity of
preferred securities or other securities guaranteed by the Company) unless
otherwise expressly provided in the terms of any such indebtedness.

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

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

      "Trustee" means J.P. Morgan Trust Company, National Association and,
subject to the provisions of Article Seven, shall also include its successors
and assigns and, if at any time there is more than one Person acting in such
capacity hereunder, "Trustee" shall mean each such

                                        7
<PAGE>

Person. The term "Trustee" as used with respect to a particular series of the
Securities shall mean the trustee with respect to that series.

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

      "Trust Securities" means, collectively, Common Securities and Preferred
Securities of a MetLife Trust.

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

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

                                   ARTICLE II

                         DESCRIPTION, TERMS, EXECUTION,
                     REGISTRATION AND EXCHANGE OF SECURITIES

      Section 2.01 Designation and Terms of Securities.

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

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

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

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

            (4) the Stated Maturity of the Securities;

                                        8
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                        9
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                       10
<PAGE>

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

      Section 2.02 Form of Securities and Trustee's Certificate.

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

      Section 2.03 Denominations; Provisions for Payment.

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

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

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

                                       11
<PAGE>

            (1) The Company may make payment of any Defaulted Interest on
      Securities to the Persons in whose names such Securities (or their
      respective Predecessor Securities) are registered at the close of business
      on a special record date for the payment of such Defaulted Interest, which
      shall be fixed in the following manner: the Company shall notify the
      Trustee in writing of the amount of Defaulted Interest proposed to be paid
      on each such Security and the date of the proposed payment, and at the
      same time the Company shall deposit with the Trustee an amount of money
      equal to the aggregate amount proposed to be paid in respect of such
      Defaulted Interest or shall make arrangements satisfactory to the Trustee
      for such deposit prior to the date of the proposed payment, such money
      when deposited to be held in trust for the benefit of the Persons entitled
      to such Defaulted Interest as in this clause provided. Thereupon the
      Trustee shall fix a special record date for the payment of such Defaulted
      Interest which shall not be more than 15 nor less than 10 days prior to
      the date of the proposed payment and not less than 10 days after the
      receipt by the Trustee of the notice of the proposed payment. The Trustee
      shall promptly notify the Company of such special record date and, in the
      name and at the expense of the Company, shall cause notice of the proposed
      payment of such Defaulted Interest and the special record date therefor to
      be mailed, first class postage prepaid, to each Securityholder at his or
      her address as it appears in the Security Register (as hereinafter
      defined), not less than 10 days prior to such special record date. Notice
      of the proposed payment of such Defaulted Interest and the special record
      date therefor having been mailed as aforesaid, such Defaulted Interest
      shall be paid to the Persons in whose names such Securities (or their
      respective Predecessor Securities) are registered on such special record
      date and shall be no longer payable pursuant to the following clause (2).

            (2) The Company may make payment of any Defaulted Interest on any
      Securities in any other lawful manner not inconsistent with the
      requirements of any securities exchange on which such Securities may be
      listed, and upon such notice as may be required by such exchange, if,
      after notice given by the Company to the Trustee of the proposed payment
      pursuant to this clause, such manner of payment shall be deemed
      practicable by the Trustee. Unless otherwise set forth in a Board
      Resolution of the Company or one or more indentures supplemental hereto
      establishing the terms of any series of Securities pursuant to Section
      2.01 hereof, the term "regular record date" as used in this Section with
      respect to a series of Securities with respect to any Interest Payment
      Date for such series shall mean either the fifteenth day of the month
      immediately preceding the month in which an Interest Payment Date
      established for such series pursuant to Section 2.01 hereof shall occur,
      if such Interest Payment Date is the first day of a month, or the last day
      of the month immediately preceding the month in which an Interest Payment
      Date established for such series pursuant to Section 2.01 hereof shall
      occur, if such Interest Payment Date is the fifteenth day of a month,
      whether or not such date is a Business Day.

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

                                       12
<PAGE>

      Section 2.04 Execution and Authentications.

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

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

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

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

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

      Section 2.05 Registration of Transfer and Exchange.

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

                                       13
<PAGE>

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

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

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

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

      (d) The Company shall not be required (i) to issue, exchange or register
the transfer of any Securities during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of less
than all the Outstanding Securities of the same series and ending at the close
of business on the day of such mailing, nor (ii) to register the transfer of or
exchange any Securities of any series or portions thereof called for redemption.
The provisions of this Section 2.05 are, with respect to any Global Security,
subject to Section 2.11 hereof.

      Section 2.06 Temporary Securities.

      Pending the preparation of definitive Securities of any series, the
Company may execute, and the Trustee shall authenticate and deliver, temporary
Securities (printed, lithographed or typewritten) of any authorized
denomination. Such temporary Securities shall be substantially in the form of
the definitive Securities in lieu of which they are issued, but with such
omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Company. Every temporary Security of
any series shall be executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Securities of such series. Without unnecessary delay
the Company will execute and will furnish definitive Securities of such series
and thereupon any or all temporary Securities of such series may be surrendered
in exchange therefor (without charge to the holders), at the office or agency of
the Company designated for

                                       14
<PAGE>

the purpose in the Borough of Manhattan, the City and State of New York, and the
Trustee shall authenticate and such office or agency shall deliver in exchange
for such temporary Securities an equal aggregate principal amount of definitive
Securities of such series, unless the Company advises the Trustee to the effect
that definitive Securities need not be executed and furnished until further
notice from the Company. Until so exchanged, the temporary Securities of such
series shall be entitled to the same benefits under this Indenture as definitive
Securities of such series authenticated and delivered hereunder.

      Section 2.07 Mutilated, Destroyed, Lost or Stolen Securities.

      In case any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, the Company (subject to the next succeeding sentence)
shall execute, and upon the Company's request the Trustee (subject as aforesaid)
shall authenticate and deliver, a new Security of the same series, bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated Security, or in lieu of and in substitution for the Security so
destroyed, lost or stolen. In every case the applicant for a substituted
Security shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
the Trustee evidence to their satisfaction of the destruction, loss or theft of
the applicant's Security and of the ownership thereof. The Trustee may
authenticate any such substituted Security and deliver the same upon the written
request or authorization of any officer of the Company. Upon the issuance of any
substituted Security, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith. In case any Security that has matured or is about to mature
shall become mutilated or be destroyed, lost or stolen, the Company may, instead
of issuing a substitute Security, pay or authorize the payment of the same
(without surrender thereof except in the case of a mutilated Security) if the
applicant for such payment shall furnish to the Company and the Trustee such
security or indemnity as they may require to save them harmless, and, in case of
destruction, loss or theft, evidence to the satisfaction of the Company and the
Trustee of the destruction, loss or theft of such Security and of the ownership
thereof.

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

      Section 2.08 Cancellation.

      All Securities surrendered for the purpose of payment, redemption,
exchange or registration of transfer shall, if surrendered to the Company or any
Paying Agent, be delivered to

                                       15
<PAGE>

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

      Section 2.09 Benefits of Indenture.

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

      Section 2.10 Authenticating Agent.

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

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

                                       16
<PAGE>

      Section 2.11 Global Securities.

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

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

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

                                       17
<PAGE>

                                  ARTICLE III

              REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

      Section 3.01 Redemption.

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

      Section 3.02 Notice of Redemption.

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

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

      (b) If less than all the Securities of a series are to be redeemed, the
Company shall give the Trustee at least 45 days' notice in advance of the date
fixed for redemption as to the aggregate principal amount of Securities of the
series to be redeemed, and thereupon the Trustee shall select, by lot or in such
other manner as it shall deem appropriate and fair in its discretion and that
may provide for the selection of a portion or portions (equal to one thousand
U.S.

                                       18
<PAGE>

dollars ($1,000) or any integral multiple thereof) of the principal amount of
such Securities of a denomination larger than $1,000, the Securities to be
redeemed and shall thereafter promptly notify the Company in writing of the
numbers of the Securities to be redeemed, in whole or in part.

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

      Section 3.03 Payment Upon Redemption.

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

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

      Section 3.04 Sinking Fund.

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

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

                                       19
<PAGE>

is herein referred to as an "optional sinking fund payment". If provided for by
the terms of Securities of any series, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 3.05. Each sinking
fund payment shall be applied to the redemption of Securities of any series as
provided for by the terms of Securities of such series.

      Section 3.05 Satisfaction of Sinking Fund Payments with Securities.

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

      Section 3.06 Redemption of Securities for Sinking Fund.

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

                                   ARTICLE IV

                                CERTAIN COVENANTS

      Section 4.01 Payment of Principal, Premium and Interest.

      (a) The Company shall pay or cause to be paid the principal of and
premium, if any, and interest (including interest accruing during any Deferral
Period) on the Securities on or prior to the dates and in the manner provided in
such Securities or pursuant to this Indenture. An installment of principal,
premium, if any, or interest shall be considered paid on the applicable due date
if on such date the Trustee or the Paying Agent holds, in accordance with this
Indenture, money sufficient to pay all of such installment then due.

      (b) Notwithstanding the provisions of Section 4.01(a) or any other
provision herein to the contrary, the Company shall have the right, as provided
in an Officer's Certificate or Supplemental Indenture issued pursuant to Section
2.01, in its sole and absolute discretion at any

                                       20
<PAGE>

time and from time to time while the Securities of any series are outstanding,
so long as no Event of Default with respect to such series of Securities has
occurred and is continuing, to defer payments of interest by extending the
interest payment period for such series of Securities for the maximum
consecutive period, if any, specified for such series of Securities, provided
that such Deferral Period (or any extension thereof) may not extend beyond the
Stated Maturity date or Redemption Date of any Security of such series, and must
end on an Interest Payment Date or, if the Securities are redeemed, on an
Interest Payment Date or the Redemption Date for such Securities, and provided
further that at the end of each Deferral Period the Company shall pay all
interest then accrued and unpaid (together with interest thereon to the extent
permitted by applicable law at the rate accruing on such Securities). Prior to
the termination of a Deferral Period, the Company may shorten or may further
extend the interest payment period for such series of Securities, provided that
such Deferral Period together with all such previous and further extensions may
not exceed the maximum consecutive period specified for such series of
Securities, end on a date other than an Interest Payment Date or extend beyond
the Stated Maturity date or Redemption Date of any Security of such series. The
Company shall give the Trustee written notice of the Company's election to begin
a Deferral Period for any series of Securities and any shortening or extension
thereof at least five Business Days prior to the earlier of (i) the date the
interest on such Securities or distributions on the related Preferred Securities
are payable or the date the trustees of a MetLife Trust are required to give
notice to holders of Preferred Securities of such MetLife Trust of the record
date or the date such distributions are payable, but in any event not less than
five Business Days prior to such record date. The Company shall give or cause
the Trustee to give notice (a form of which shall be provided by the Company to
the Trustee) of the Company's election to begin a Deferral Period to the Holders
by first class mail, postage prepaid.

      Section 4.02 Maintenance of Office or Agency.

      So long as any series of the Securities remain Outstanding, the Company
agrees to maintain an office or agency in the Borough of Manhattan, the City and
State of New York, with respect to each such series and at such other location
or locations as may be designated as provided in this Section 4.02, where (i)
Securities of that series may be presented for payment, (ii) Securities of that
series may be presented as hereinabove authorized for registration of transfer
and exchange, and (iii) notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be given or served, such
designation to continue with respect to such office or agency until the Company
shall, by written notice signed by its President or a Vice President and
delivered to the Trustee, designate some other office or agency for such
purposes or any of them. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, notices and demands may be made or served
at the Corporate Trust Office of the Trustee, and the Company hereby appoints
the Trustee as its agent to receive all such presentations, notices and demands.

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

                                       21
<PAGE>

Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

      Section 4.03 Paying Agents.

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

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

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

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

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

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

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

                                       22
<PAGE>

or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

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

      Section 4.04 Statement by Officers as to Default.

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

      Section 4.05 Existence.

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

      Section 4.06 Payment of Taxes.

      The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, all taxes, assessments and governmental
charges levied or imposed upon the Company or any Subsidiary or upon the income,
profits or property of the Company or any Subsidiary, which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment or governmental charge

                                       23
<PAGE>

whose amount, applicability or validity is being contested in good faith by
appropriate proceedings.

      Section 4.07 Covenants as to MetLife Trusts.

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

      Section 4.08 Waiver of Certain Covenants.

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

      Section 4.09 Appointment to Fill Vacancy in Office of Trustee.

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

      Section 4.10 Compliance with Consolidation Provisions.

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

                                       24
<PAGE>

                                   ARTICLE V

                       SECURITYHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

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

      The Company will furnish or cause to be furnished to the Trustee (a) on a
monthly basis on each regular record date a list, in such form as the Trustee
may reasonably require, of the names and addresses of the holders of each series
of Securities as of such regular record date, provided that the Company shall
not be obligated to furnish or cause to furnish such list at any time that the
list shall not differ in any respect from the most recent list furnished to the
Trustee by the Company and (b) at such other times as the Trustee may request in
writing within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished; provided, however, that, in either case, no such
list need be furnished for any series for which the Trustee shall be the
Security Registrar.

      Section 5.02 Preservation Of Information; Communications With
Securityholders.

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

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

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

      Section 5.03 Reports by the Company.

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

                                       25
<PAGE>

national securities exchange as may be prescribed from time to time in such
rules and regulations.

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

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

      Section 5.04 Reports by the Trustee.

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

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

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

                                   ARTICLE VI

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

      Section 6.01 Events of Default.

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

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

                                       26
<PAGE>

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

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

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

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

                  (i) a decree or order for relief in respect of the Company in
            an involuntary proceeding under any applicable Bankruptcy Law and
            such decree or order shall remain unstayed and in effect for a
            period of 60 consecutive days;

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

                                       27
<PAGE>

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

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

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

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

      (b) Except as otherwise specified with respect to a series of Securities
in accordance with the provisions of Section 2.01, if an Event of Default (other
than an Event of Default specified in Sections 6.01(a)(5) or 6.01(a)(6)) with
respect to Securities of any series at the time Outstanding occurs and is
continuing, either the Trustee or the holders of not less than 25% in aggregate
principal amount of the Securities of that series then Outstanding hereunder, by
notice in writing to the Company (and to the Trustee if given by such
Securityholders), may declare the principal of all the Securities of that series
(or, if any Securities of that series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of such
series) to be due and payable immediately, and upon any such declaration the
same shall become and shall be immediately due and payable. If an Event of
Default specified in Sections 6.01(a)(5) or 6.01(a)(6) with respect to
Securities of any series at the time Outstanding occurs, the principal amount of
all the Securities of that series (or, if any Securities of that series are
Original Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) shall automatically, and
without any declaration or other action on the part of the Trustee or any
holder, become immediately due and payable.

      (c) At any time after the principal of the Securities of that series shall
have been so declared due and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as hereinafter
provided, the holders of a majority in aggregate principal amount of the
Securities of that series then Outstanding hereunder, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if: (i) the Company has paid or deposited with the Trustee a sum
sufficient to pay

                                       28
<PAGE>

all matured installments of interest upon all the Securities of that series and
the principal of, and premium, if any, on any and all Securities of that series
that shall have become due otherwise than by acceleration (with interest upon
such principal and premium, if any, and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of interest, at the
rate per annum or Yield to Maturity (in the case of Original Issue Discount
Securities) expressed in the Securities of that series (or at the respective
rates of interest or Yields to Maturity of all the Securities, as the case may
be) to the date of such payment or deposit) and the amount payable to the
Trustee under Section 7.06, and (ii) any and all Events of Default under the
Indenture with respect to such series, other than the nonpayment of principal on
Securities of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of such series) that shall not have become due by their
terms, shall have been remedied or waived as provided in Section 6.08.

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

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

      Section 6.02 Collection of Indebtedness and Suits for Enforcement by
Trustee.

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

      (b) If the Company shall fail to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or other obligor upon the

                                       29
<PAGE>

Securities of that series and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the property of the Company or
other obligor upon the Securities of that series, wherever situated.

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

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

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

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

      Section 6.03 Application of Moneys Collected.

      Any moneys collected by the Trustee pursuant to this Article with respect
to a particular series of Securities shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
moneys on account of principal, or premium, if

                                       30
<PAGE>

any, or interest, upon presentation of the Securities of that series, and
notation thereon the payment, if only partially paid, and upon surrender thereof
if fully paid:

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

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

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

      Section 6.04 Limitation on Suits.

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

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

                                       31
<PAGE>

Section, each and every Securityholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.

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

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

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

      Section 6.06 Control by Securityholders.

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

      Section 6.07 Undertaking to Pay Costs.

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

                                       32
<PAGE>

or interest on any Security of such series, on or after the respective due dates
expressed in such Security or established pursuant to this Indenture.

      Section 6.08 Waiver of Past Defaults.

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

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

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

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

                                  ARTICLE VII

                             CONCERNING THE TRUSTEE

      Section 7.01 Certain Duties and Responsibilities of Trustee.

      (a) The Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of a series and after the curing of all Events of
Default with respect to the Securities of that series that may have occurred,
shall undertake to perform with respect to the Securities of such series such
duties and only such duties as are specifically set forth in this Indenture, and
no implied covenants shall be read into this Indenture against the Trustee. In
case an Event of Default with respect to the Securities of a series has occurred
(that has not been cured or waived), the Trustee shall exercise with respect to
Securities of that series such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

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

                                       33
<PAGE>

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

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

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

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

            (3) the Trustee shall not be liable with respect to any action taken
      or omitted to be taken by it in good faith in accordance with the
      direction of the holders of not less than a majority in principal amount
      of the Securities of any series at the time Outstanding relating to the
      time, method and place of conducting any proceeding for any remedy
      available to the Trustee, or exercising any trust or power conferred upon
      the Trustee under this Indenture with respect to the Securities of that
      series; and

            (4) None of the provisions contained in this Indenture shall require
      the Trustee to expend or risk its own funds or otherwise incur personal
      financial liability in the performance of any of its duties or in the
      exercise of any of its rights or powers, if there is reasonable ground for
      believing that the repayment of such funds or liability is not reasonably
      assured to it under the terms of this Indenture or adequate indemnity
      against such risk is not reasonably assured to it.

      Section 7.02 Certain Rights of Trustee.

      Except as otherwise provided in Section 7.01:

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

                                       34
<PAGE>

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

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

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

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

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

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

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

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

                                       35
<PAGE>

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

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

      Section 7.04 May Hold Securities.

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

      Section 7.05 Moneys Held in Trust.

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

      Section 7.06 Compensation and Reimbursement.

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

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

                                       36
<PAGE>

      Section 7.07 Reliance on Officers' Certificate.

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

      Section 7.08 Disqualification; Conflicting Interests.

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

      Section 7.09 Corporate Trustee Required; Eligibility.

      There shall at all times be a Trustee with respect to the Securities
issued hereunder which shall at all times be a corporation organized and doing
business under the laws of the United States of America or any State or
Territory thereof or of the District of Columbia, or a corporation or other
Person permitted to act as trustee by the Commission, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least 50 million U.S. dollars ($50,000,000), and subject to supervision or
examination by federal, state, territorial, or District of Columbia authority.
If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. The
Company may not, nor may any Person directly or indirectly controlling,
controlled by, or under common control with the Company, serve as Trustee. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 7.10.

      Section 7.10 Resignation and Removal; Appointment of Successor.

      (a) The Trustee or any successor hereafter appointed, may at any time
resign with respect to the Securities of one or more series by giving written
notice thereof to the Company and by transmitting notice of resignation by mail,
first class postage prepaid, to the Securityholders of such series, as their
names and addresses appear upon the Security Register. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee
with respect to Securities of such series by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the mailing of such notice of

                                       37
<PAGE>

resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee with respect to
Securities of such series, or any Securityholder of that series who has been a
bona fide holder of a Security or Securities for at least six months may on
behalf of himself and all others similarly situated, petition any such court for
the appointment of a successor trustee. Such court may thereupon after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

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

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

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

            (3) the Trustee shall become incapable of acting, or shall be
      adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy
      proceeding, or a receiver of the Trustee or of its property shall be
      appointed or consented to, or any public officer shall take charge or
      control of the Trustee or of its property or affairs for the purpose of
      rehabilitation, conservation or liquidation; then, in any such case, (i)
      the Company may remove the Trustee with respect to all Securities and
      appoint a successor trustee by written instrument, in duplicate, executed
      by order of the Board of Directors, one copy of which instrument shall be
      delivered to the Trustee so removed and one copy to the successor trustee,
      or (ii) unless the Trustee's duty to resign is stayed as provided herein,
      any Securityholder who has been a bona fide holder of a Security or
      Securities for at least six months may, on behalf of that holder and all
      others similarly situated, petition any court of competent jurisdiction
      for the removal of the Trustee and the appointment of a successor trustee.
      Such court may thereupon after such notice, if any, as it may deem proper
      and prescribe, remove the Trustee and appoint a successor trustee.

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

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

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

                                       38
<PAGE>

      Section 7.11 Acceptance of Appointment By Successor.

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

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

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

                                       39
<PAGE>

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

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

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

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

      Section 7.13 Preferential Collection of Claims Against the Company.

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

                                  ARTICLE VIII

                         CONCERNING THE SECURITYHOLDERS

      Section 8.01 Evidence of Action by Securityholders.

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

      If the Company shall solicit from the Securityholders of any series any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the

                                       40
<PAGE>

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

      Section 8.02 Proof of Execution by Securityholders.

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

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

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

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

      Section 8.03 Who May be Deemed Owners.

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

      Section 8.04 Certain Securities Owned by Company Disregarded.

      In determining whether the holders of the requisite aggregate principal
amount of Securities of a particular series have concurred in any direction,
consent of waiver under this Indenture, the Securities of that series that are
owned by the Company or any other obligor on the Securities of that series or by
any Person directly or indirectly controlling or controlled by or under common
control with the Company or any other obligor on the Securities of that series

                                       41
<PAGE>

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

      Section 8.05 Actions Binding on Future Securityholders.

      At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 8.01, of the taking of any action by the holders of the
majority or percentage in aggregate principal amount of the Securities of a
particular series specified in this Indenture in connection with such action,
any holder of a Security of that series that is shown by the evidence to be
included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee, and upon proof of holding as
provided in Section 8.02, revoke such action so far as concerns such Security.
Except as aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security, and of any Security issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether or
not any notation in regard thereto is made upon such Security. Any action taken
by the holders of the majority or percentage in aggregate principal amount of
the Securities of a particular series specified in this Indenture in connection
with such action shall be conclusively binding upon the Company, the Trustee and
the holders of all the Securities of that series.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

      Section 9.01 Supplemental Indentures Without the Consent of
Securityholders.

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

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

            (2) to comply with Article Ten;

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

                                       42
<PAGE>

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

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

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

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

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

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

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

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

            (12) to secure the Securities; or

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

                                       43
<PAGE>

      The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into any such supplemental indenture that affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

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

      Section 9.02 Supplemental Indentures With Consent of Securityholders.

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

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

                                       44
<PAGE>

      Section 9.03 Effect of Supplemental Indentures.

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

      Section 9.04 Securities Affected by Supplemental Indentures.

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

      Section 9.05 Execution of Supplemental Indentures.

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

      Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first class postage prepaid, a notice, setting forth in
general terms the substance of such supplemental indenture, to the
Securityholders of all series affected thereby as their names and addresses
appear upon the Security Register. Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

                                       45
<PAGE>

                                   ARTICLE X

                       CONSOLIDATION, MERGER, CONVEYANCE,
                                TRANSFER OR LEASE

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

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

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

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

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

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

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

                                   ARTICLE XI

                           SATISFACTION AND DISCHARGE

      Section 11.01 Satisfaction and Discharge of Indenture.

      If at any time: (a) the Company shall have delivered to the Trustee for
cancellation all Securities of a series theretofore authenticated (other than
any Securities that shall have been destroyed, lost or stolen and that shall
have been replaced or paid as provided in Section 2.07) and Securities for whose
payment money or Governmental Obligations have theretofore been deposited in
trust or segregated and held in trust by the Company (and thereupon repaid to
the

                                       46
<PAGE>

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

      Section 11.02 Discharge of Obligations.

      If at any time all such Securities of a particular series not heretofore
delivered to the Trustee for cancellation or that have not become due and
payable as described in Section 11.01 shall have been paid by the Company by
depositing irrevocably with the Trustee as trust funds money in U.S. dollars
sufficient or an amount of non-callable Governmental Obligations, the principal
of and interest on which when due, will be sufficient or a combination thereof,
sufficient in the opinion of a nationally recognized firm of independent
accountants expressed in a written certification thereof delivered to the
Trustee, to pay at maturity or upon redemption all such Securities of that
series not theretofore delivered to the Trustee for cancellation, including
principal, and premium, if any, and interest due or to become due to such date
of maturity or date fixed for redemption, as the case may be, and if the Company
shall also pay or cause to be paid all other sums payable hereunder by the
Company with respect to such series, then after the date such moneys or
Governmental Obligations, as the case may be, are deposited with the Trustee the
obligations of the Company under this Indenture with respect to such series
shall cease to be of further effect except for the provisions of Sections 2.03,
2.05, 2.07, 4.01, 4.02, 4.03, 7.06, 7.10 and 11.05 hereof that shall survive
until such Securities shall mature and be paid. Thereafter, Sections 7.06 and
11.05 shall survive.

      Section 11.03 Deposited Moneys to be Held in Trust.

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

                                       47
<PAGE>

      Section 11.04 Payment of Moneys Held by Paying Agents.

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

      Section 11.05 Repayment to Company.

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

                                  ARTICLE XII

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

      Section 12.01 No Recourse.

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

                                       48
<PAGE>

                                  ARTICLE XIII

                       DEFEASANCE AND COVENANT DEFEASANCE

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

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

      Section 13.02 Defeasance and Discharge.

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

      Section 13.03 Covenant Defeasance.

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

                                       49
<PAGE>

any such specified Section (to the extent so specified in the case of Section
6.01(3)), whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.

      Section 13.04 Conditions to Defeasance or Covenant Defeasance.

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

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

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

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

            (4) The Company shall have delivered to the Trustee an Officers'
      Certificate to the effect that it has been informed by the relevant
      securities exchange(s) that neither

                                       50
<PAGE>

      such Securities nor any other Securities of the same series, if then
      listed on any securities exchange, will be delisted as a result of such
      deposit.

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

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

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

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

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

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

      The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 13.04 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the holders of Outstanding Securities.

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

                                       51
<PAGE>

then be required to be deposited to effect the Defeasance or Covenant
Defeasance, as the case may be, with respect to such Securities.

      Section 13.06 Reinstatement.

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

                                  ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

      Section 14.01 Effect on Successors and Assigns.

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

      Section 14.02 Actions by Successor.

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

      Section 14.03 Surrender of Company Powers.

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

      Section 14.04 Notices.

      Except as otherwise expressly provided herein any notice or demand that by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the holders of Securities to or on the Company may be given
or served by being deposited first class postage prepaid in a post-office
letterbox addressed (until another address is filed in writing by the Company
with the Trustee), as follows: MetLife, Inc., One Madison Avenue, New York,

                                       52
<PAGE>

New York 10010-10036, Attention: Treasurer, with copies of any notice of an
Event of Default to the attention of the General Counsel at the same address.
Any notice, election, request or demand by the Company or any Securityholder to
or upon the Trustee shall be deemed to have been sufficiently given or made, for
all purposes, if given or made in writing at the Corporate Trust Office of the
Trustee.

      Section 14.05 Governing Law.

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

      Section 14.06 Treatment of Securities as Debt.

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

      Section 14.07 Compliance Certificates and Opinions.

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

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

      Section 14.08 Payments on Business Days.

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

                                       53
<PAGE>

      Section 14.09 Conflict with Trust Indenture Act.

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

      Section 14.10 Counterparts.

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

      Section 14.11 Separability.

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

      Section 14.12 Assignment.

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

      Section 14.13 Acknowledgment of Rights.

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

                                       54
<PAGE>

                                   ARTICLE XV

                           SUBORDINATION OF SECURITIES

      Section 15.01 Agreement to Subordinate.

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

      The payment by the Company of the principal of, premium, if any, and
interest on all Securities issued hereunder and under any Additional Provisions
shall, to the extent and in the manner hereinafter set forth, be subordinate in
right of payment to the prior payment in full of all Senior Indebtedness of the
Company, whether outstanding at the date of this Indenture or thereafter
incurred.

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

      Section 15.02 Default on Senior Indebtedness.

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

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

      Section 15.03 Liquidation; Dissolution; Bankruptcy.

      Upon any payment by the Company or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding-up or liquidation or reorganization of the
Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership, general assignment, marshaling of any assets or liabilities for
the benefit of creditors or other proceedings, all amounts due upon all Senior
Indebtedness of the Company shall first be paid in full, or payment thereof
provided for in money in accordance with its terms, before any payment is made
by the Company on account of the principal, and premium, if any, or interest on
the Securities; and upon any such dissolution or

                                       55
<PAGE>

winding-up or liquidation or reorganization, any payment by the Company, or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the holders or the Trustee would be entitled to
receive from the Company, except for the provisions of this Article Fifteen,
shall be paid by the Company or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
or by the holders or by the Trustee under the Indenture if received by them or
it, directly to the holders of Senior Indebtedness of the Company (pro rata to
such holders on the basis of the respective amounts of Senior Indebtedness held
by such holders, as calculated by the Company) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, to the extent necessary to pay such
Senior Indebtedness in full, in money or money's worth, after giving effect to
any concurrent payment or distribution to or for the holders of such Senior
Indebtedness, before any payment or distribution is made to the holders or to
the Trustee.

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

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

                                       56
<PAGE>

      Section 15.04 Subrogation.

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

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

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

      Section 15.05 Trustee to Effectuate Subordination.

      Each holder of Securities by such holder's acceptance thereof authorizes
and directs the Trustee on such holder's behalf to take such action as may be
necessary or appropriate to

                                       57
<PAGE>

effectuate the subordination provided in this Article Fifteen and appoints the
Trustee such holder's attorney-in-fact for any and all such purposes.

      Section 15.06 Notice by the Company.

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

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

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

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

      With respect to the holders of Senior Indebtedness of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically

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

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

      Section 15.08 Subordination May Not Be Impaired.

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

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

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

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      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.

                                           METLIFE, INC.

                                           By: /s/ Anthony J. Williamson
                                               -----------------------------
                                               Name:
                                               Title:


                                           J.P. MORGAN TRUST COMPANY,
                                              NATIONAL ASSOCIATION,
                                              as Trustee

                                           By: /s/ Paul J. Schmalzel
                                               -----------------------------
                                               Name:  Paul J. Schmalzel
                                               Title: Authorized Signatory


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