<PAGE>

                                                                    EXHIBIT 4.86

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

                                PLEDGE AGREEMENT

                                      among

                                  METLIFE, INC.

                                       and

                   JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
        As Collateral Agent, Custodial Agent and Securities Intermediary

                                       and

                J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
                        As Stock Purchase Contract Agent

                            Dated as of June 21, 2005

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



<PAGE>

                                TABLE OF CONTENTS

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

Section 1.01.     Definitions....................................................................        1

                                                ARTICLE II
                                                  PLEDGE

Section 2.01.     Pledge.........................................................................        6

Section 2.02.     Control........................................................................        7

Section 2.03.     Termination....................................................................        7

                                               ARTICLE III
                                   DISTRIBUTIONS ON PLEDGED COLLATERAL

Section 3.01.     Income and Distributions.......................................................        7

Section 3.02.     Payments Following Termination Event...........................................        7

Section 3.03.     Payments Prior to or on Stock Purchase Date....................................        7

Section 3.04.     Payments to Stock Purchase Contract Agent......................................        9

Section 3.05.     Assets Not Properly Released...................................................       10

                                                ARTICLE IV
                                                 CONTROL

Section 4.01.     Establishment of Collateral Account............................................       10

Section 4.02.     Treatment as Financial Assets..................................................       11

Section 4.03.     Sole Control by Collateral Agent...............................................       11

Section 4.04.     Securities Intermediary's Location.............................................       11

Section 4.05.     No Other Claims................................................................       11

Section 4.06.     Investment and Release.........................................................       11

Section 4.07.     Statements and Confirmations...................................................       11

Section 4.08.     Tax Allocations................................................................       12

Section 4.09.     No Other Agreements............................................................       12

Section 4.10.     Powers Coupled with an Interest................................................       12

Section 4.11.     Waiver of Lien; Waiver of Set-off..............................................       12

                                                ARTICLE V
                      INITIAL DEPOSIT; CREATION OF STRIPPED COMMON EQUITY UNITS AND
                                 RECREATION OF NORMAL COMMON EQUITY UNITS

Section 5.01.     Initial Deposit of Trust Preferred Securities..................................       12
</TABLE>

                                        i
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                       PAGE
<S>                                                                                                    <C>
Section 5.02.     Creation of Stripped Common Equity Units.......................................       13

Section 5.03.     Recreation of Normal Common Equity Units.......................................       14

Section 5.04.     Termination Event..............................................................       15

Section 5.05.     Cash Settlement................................................................       16

Section 5.06.     Early Settlement and Cash Merger Early Settlement..............................       18

Section 5.07.     Application of Proceeds in Settlement of Stock Purchase Contracts..............       18

                                                ARTICLE VI
                           VOTING RIGHTS -- PLEDGED TRUST PREFERRED SECURITIES

Section 6.01.     Voting Rights..................................................................       20

                                               ARTICLE VII
                                           RIGHTS AND REMEDIES

Section 7.01.     Rights and Remedies of the Collateral Agent....................................       21

Section 7.02.     Remarketing....................................................................       22

Section 7.03.     Successful Remarketing.........................................................       22

Section 7.04.     Substitutions..................................................................       23

                                               ARTICLE VIII
                                REPRESENTATIONS AND WARRANTIES; COVENANTS

Section 8.01.     Representations and Warranties.................................................       23

Section 8.02.     Covenants......................................................................       24

                                                ARTICLE IX
                THE COLLATERAL AGENT, THE CUSTODIAL AGENT AND THE SECURITIES INTERMEDIARY

Section 9.01.     Appointment, Powers and Immunities.............................................       24

Section 9.02.     Instructions of the Company....................................................       25

Section 9.03.     Reliance by Collateral Agent, Custodial Agent and Securities Intermediary......       26

Section 9.04.     Certain Rights.................................................................       27

Section 9.05.     Merger, Conversion, Consolidation or Succession to Business....................       27

Section 9.06.     Rights in Other Capacities.....................................................       27

Section 9.07.     Non-reliance on Collateral Agent, the Custodial Agent and Securities
                  Intermediary...................................................................       28
</TABLE>

                                       ii
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                       PAGE
<S>                                                                                                    <C>
Section 9.08.     Compensation and Indemnity.....................................................       28

Section 9.09.     Failure to Act.................................................................       29

Section 9.10.     Resignation of Collateral Agent, the Custodial Agent and Securities
                  Intermediary...................................................................       29

Section 9.11.     Right to Appoint Agent or Advisor..............................................       31

Section 9.12.     Survival.......................................................................       31

Section 9.13.     Exculpation....................................................................       31

                                                ARTICLE X
                                                AMENDMENT

Section 10.01.    Amendment Without Consent of Holders...........................................       31

Section 10.02.    Amendment with Consent of Holders..............................................       32

Section 10.03.    Execution of Amendments........................................................       33

Section 10.04.    Effect of Amendments...........................................................       33

Section 10.05.    Reference of Amendments........................................................       33

                                                ARTICLE XI
                                              MISCELLANEOUS

Section 11.01.    No Waiver......................................................................       33

Section 11.02.    Governing Law; Submission to Jurisdiction......................................       34

Section 11.03.    Notices........................................................................       34

Section 11.04.    Successors and Assigns.........................................................       34

Section 11.05.    Counterparts...................................................................       34

Section 11.06.    Severability...................................................................       35

Section 11.07.    Expenses, Etc..................................................................       35

Section 11.08.    Security Interest Absolute.....................................................       35

Section 11.09.    Notice of Termination Event....................................................       36

Section 11.10.    Incorporation by Reference.....................................................       36
</TABLE>

                                      iii

<PAGE>

EXHIBITS:

EXHIBIT A - Instruction from Stock Purchase Contract Agent to Collateral Agent
            (Creation of Stripped Common Equity Units)

EXHIBIT B - Instruction from Collateral Agent to Securities Intermediary
            (Creation of Stripped Common Equity Units)

EXHIBIT C - Instruction from Stock Purchase Contract Agent to Collateral Agent
            (Recreation of Normal Common Equity Units)

EXHIBIT D - Instruction from Collateral Agent to Securities Intermediary
            (Recreation of Normal Common Equity Units)

EXHIBIT E - Notice of Cash Settlement from Collateral Agent to Stock Purchase
            Contract Agent

EXHIBIT F - Instruction to Custodial Agent Regarding Remarketing

EXHIBIT G - Instruction to Custodial Agent Regarding Withdrawal From Remarketing

SCHEDULE I - Contact Persons for Confirmation

                                       i

<PAGE>

            PLEDGE AGREEMENT, dated as of June 21, 2005 among MetLife, Inc., a
Delaware corporation (the "Company"), JPMorgan Chase Bank, National Association,
as collateral agent (in such capacity, the "Collateral Agent"), as custodial
agent (in such capacity, the "Custodial Agent"), and as securities intermediary
(as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral
Account (in such capacity, the "Securities Intermediary"), and J.P. Morgan Trust
Company, National Association, as stock purchase contract agent and as
attorney-in-fact of the Holders from time to time of the Common Equity Units (in
such capacity, the "Stock Purchase Contract Agent") under the Stock Purchase
Contract Agreement.

                                    RECITALS

            WHEREAS, the Company and the Stock Purchase Contract Agent are
parties to the Stock Purchase Contract Agreement dated as of the date hereof (as
modified and supplemented and in effect from time to time, the "Stock Purchase
Contract Agreement"), pursuant to which 72,000,000 Normal Common Equity Units
(or 82,800,000 Normal Common Equity Units if the option granted to the
Underwriters pursuant to the Underwriting Agreement is exercised) will be
issued.

            WHEREAS, each Normal Common Equity Unit, at issuance, consists of a
unit comprised of (a) a stock purchase contract (a "Stock Purchase Contract")
pursuant to which the Holder will purchase from the Company on each of the
Initial Stock Purchase Date and the Subsequent Stock Purchase Date, for an
amount equal to $12.50 on each such date, a number of shares of the Company's
common stock, par value $1.00 per share, ("Common Stock") equal to the
Settlement Rate, (b) a 1/80, or 1.25%, beneficial ownership interest in a Series
A Trust Preferred Security with a liquidation amount of $1,000 (the "Series A
Trust Preferred Securities"); and (c) a 1/80, or 1.25%, beneficial ownership
interest in a Series B Trust Preferred Security with a liquidation amount of
$1,000 (the "Series B Trust Preferred Securities" and, with the Series A Trust
Preferred Securities, each a series of "Trust Preferred Securities").

            WHEREAS, pursuant to the terms of the Stock Purchase Contract
Agreement and the Stock Purchase Contracts, the Holders of the Common Equity
Units have irrevocably authorized the Stock Purchase Contract Agent, as
attorney-in-fact of such Holders, among other things, to execute and deliver
this Agreement on behalf of such Holders and to grant the pledge provided herein
of the Collateral to secure the Obligations.

            NOW, THEREFORE, the Company, the Collateral Agent, the Custodial
Agent, the Securities Intermediary and the Stock Purchase Contract Agent agree
as follows:

                                    ARTICLE I

                                   DEFINITIONS

            SECTION 1.01 Definitions.

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

<PAGE>

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

            (b) the words "herein," "hereof" and "hereunder" and other words of
      similar import refer to this Agreement as a whole and not to any
      particular Article, Section, Exhibit or other subdivision;

            (c) the following terms which are defined in the UCC shall have the
      meanings set forth therein: "Certificated Security," "Control," "Financial
      Asset," "Entitlement Order," "Securities Account" and "Security
      Entitlement;"

            (d) capitalized terms used herein and not defined herein have the
      meanings assigned to them in the Stock Purchase Contract Agreement; and

            (e) the following terms have the meanings given to them in this
      Section 1.01(e):

            "Agreement" means this Pledge Agreement, as the same may be amended,
modified or supplemented from time to time.

            "Applicable Remarketing Settlement Date" has the meaning set forth
in the Stock Purchase Contract Agreement.

            "Cash" means any coin or currency of the United States as at the
time shall be legal tender for payment of public and private debts.

            "Collateral" means the collective reference to:

            (i) the Series A Collateral Account, the Series B Collateral Account
      and all investment property and other financial assets from time to time
      credited thereto and all security entitlements with respect thereto,
      including, without limitation, (A) the Trust Preferred Securities and
      security entitlements relating thereto that are a component of the Normal
      Common Equity Units from time to time, (B) any Treasury Securities and
      security entitlements relating thereto delivered from time to time upon
      creation of Stripped Common Equity Units in accordance with Section 5.02
      hereof and (C) payments made by Holders pursuant to Section 5.05 hereof;

            (ii) all Proceeds of any of the foregoing (whether such Proceeds
      arise before or after the commencement of any proceeding under any
      applicable bankruptcy, insolvency or other similar law, by or against the
      pledgor or with respect to the pledgor); and

            (iii) all powers and rights now owned or hereafter acquired under or
      with respect to the Collateral.

            "Collateral Account" means the Series A Collateral Account and/or
      the Series B Collateral Account, as the context requires.

                                       2
<PAGE>

            "Collateral Agent" means the Person named as the "Collateral Agent"
in the first paragraph of this Agreement until a successor Collateral Agent
shall have become such pursuant to the applicable provisions of this Agreement,
and thereafter "Collateral Agent" shall mean such Person or any subsequent
successor who is appointed pursuant to this Agreement.

            "Common Stock" has the meaning specified in the second paragraph of
the recitals of this Agreement.

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

            "Custodial Agent" means the Person named as the "Custodial Agent" in
the first paragraph of this Agreement until a successor Custodial Agent shall
have become such pursuant to the applicable provisions of this Agreement, and
thereafter "Custodial Agent" shall mean such Person or any subsequent successor
who is appointed pursuant to this Agreement.

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

            "Final Failed Remarketing" means a Failed Remarketing with respect
to the Third Remarketing Settlement Date (as defined in the Stock Purchase
Contract Agreement) for each series of the Trust Preferred Securities,

            "Initial Stock Purchase Date" has the meaning set forth in the Stock
Purchase Contract Agreement.

            "Obligations" means, with respect to each Holder, all obligations
and liabilities of such Holder under such Holder's Stock Purchase Contract, the
Stock Purchase Contract Agreement and this Agreement or any other document made,
delivered or given in connection herewith or therewith, in each case whether on
account of principal, interest (including, without limitation, interest accruing
before and after the filing of any petition in bankruptcy, or the commencement
of any insolvency, reorganization or like proceeding, relating to such Holder,
whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding), fees, indemnities, costs, expenses or otherwise (including,
without limitation, all fees and disbursements of counsel to the Company or the
Collateral Agent or the Securities Intermediary that are required to be paid by
the Holder pursuant to the terms of any of the foregoing agreements).

            "Permitted Investments" means any one of the following, in each case
maturing on the Business Day following the date of acquisition:

            (i) any evidence of indebtedness with an original maturity of 365
      days or less issued, or directly and fully guaranteed or insured, by the
      United States of America or any agency or instrumentality thereof
      (provided that the full faith and credit of the United States of America
      is pledged in support of the timely payment thereof or such indebtedness
      constitutes a general obligation of it);

                                       3
<PAGE>

            (ii) deposits, certificates of deposit or acceptances with an
      original maturity of 365 days or less of any institution which is a member
      of the Federal Reserve System having combined capital and surplus and
      undivided profits of not less than $500 million at the time of deposit
      (and which may include the institution acting as Collateral Agent);

            (iii) investments with an original maturity of 365 days or less of
      any Person that are fully and unconditionally guaranteed by a bank
      referred to in clause (ii);

            (iv) repurchase agreements and reverse repurchase agreements
      relating to marketable direct obligations issued or unconditionally
      guaranteed by the United States of America or issued by any agency thereof
      and backed as to timely payment by the full faith and credit of the United
      States of America;

            (v) investments in commercial paper, other than commercial paper
      issued by the Company or its Affiliates, of any corporation incorporated
      under the laws of the United States of America or any State thereof, which
      commercial paper has a rating at the time of purchase at least equal to
      "A-1" by Standard & Poor's Ratings Services ("S&P") or at least equal to
      "P-1" by Moody's Investors Service, Inc. ("Moody's"); and

            (vi) investments in money market funds (including, but not limited
      to, money market funds managed by the institution acting as the Collateral
      Agent or an affiliate of the institution acting as the Collateral Agent)
      registered under the Investment Company Act of 1940, as amended, rated in
      the highest applicable rating category by S&P or Moody's.

            "Pledge" means the lien and security interest created by this
Agreement.

            "Pledged Securities" means the Pledged Trust Preferred Securities
and the Pledged Treasury Securities, collectively.

            "Pledged Series A Trust Preferred Securities" means Series A Trust
Preferred Securities and security entitlements with respect thereto from time to
time credited to the Series A Collateral Account and not then released from the
Pledge.

            "Pledged Series B Trust Preferred Securities" means Series B Trust
Preferred Securities and security entitlements with respect thereto from time to
time credited to the Series B Collateral Account and not then released from the
Pledge.

            "Pledged Trust Preferred Securities" means the Pledged Series A
Trust Preferred Securities and the Pledged Series B Trust Preferred Securities.

            "Pledged Series A Treasury Securities" means Treasury Securities and
security entitlements with respect thereto maturing on the Applicable
Remarketing Settlement Date for the Pledged Series A Trust Preferred Securities
from time to time credited to the Series A Collateral Account and not then
released from the Pledge.

            "Pledged Series B Treasury Securities" means Treasury Securities and
security entitlements with respect thereto maturing on the Applicable
Remarketing Settlement Date for

                                       4
<PAGE>

the Pledged Series B Trust Preferred Securities from time to time credited to
the Series B Collateral Account and not then released from the Pledge.

            "Pledged Treasury Securities" means the Pledged Series A Treasury
Securities and/or the Pledged Series B Treasury Securities, as the context
requires.

            "Proceeds" has the meaning ascribed thereto in Section 9-102(a)(64)
of the UCC and includes, without limitation, all interest, dividends, cash,
instruments, securities, financial assets and other property received,
receivable or otherwise distributed upon the sale (including, without
limitation, the Remarketing), exchange, collection or disposition of any
financial assets from time to time held in a Collateral Account.

            "Reset Rate", in respect of either series of Trust Preferred
Securities, has the meaning set forth in the Trust Agreement under which such
series was issued.

            "Securities Intermediary" means the Person named as the "Securities
Intermediary" in the first paragraph of this Agreement until a successor
Securities Intermediary shall have become such pursuant to the applicable
provisions of this Agreement, and thereafter "Securities Intermediary" shall
mean such Person or any subsequent successor who is appointed pursuant to this
Agreement.

            "Series A Collateral Account" means the securities account of
JPMorgan Chase Bank, National Association, as Collateral Agent, maintained by
the Securities Intermediary and designated "JPMorgan Chase Bank, National
Association, as Collateral Agent of MetLife, Inc., as pledgee of J.P. Morgan
Trust Company, National Association, as the Stock Purchase Contract Agent on
behalf of and as attorney-in-fact for the Holders, Series A."

            "Series B Collateral Account" means the securities account of
JPMorgan Chase Bank, National Association, as Collateral Agent, maintained by
the Securities Intermediary and designated "JPMorgan Chase Bank, National
Association, as Collateral Agent of MetLife, Inc., as pledgee of J.P. Morgan
Trust Company, National Association, as the Stock Purchase Contract Agent on
behalf of and as attorney-in-fact for the Holders, Series B."

            "Series A Trust Preferred Securities" has the meaning set forth in
the recitals hereto.

            "Series B Trust Preferred Securities" has the meaning set forth in
the recitals hereto.

            "Settlement Rate" has the meaning set forth in Section 5.01(a) of
the Stock Purchase Contract Agreement.

            "Stated Amount" means (i) $25 prior to the Initial Stock Purchase
Date and (ii) $12.50 thereafter.

            "Stock Purchase Contract" has the meaning specified in the second
paragraph of the recitals of this Agreement.

                                       5
<PAGE>

            "Stock Purchase Contract Agent" means the Person named as the "Stock
Purchase Contract Agent" in the first paragraph of this Agreement until a
successor Stock Purchase Contract Agent shall have become such pursuant to the
applicable provisions of the Stock Purchase Contract Agreement, and thereafter
"Stock Purchase Contract Agent" shall mean such Person or any subsequent
successor who is appointed pursuant to this Agreement.

            "Stock Purchase Contract Agreement" has the meaning specified in the
first paragraph of the recitals of this Agreement.

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

            "Trades" means the Treasury/Reserve Automated Debt Entry System
maintained by the Federal Reserve Bank of New York pursuant to the Trades
Regulations.

            "Trades Regulations" means the regulations of the United States
Department of the Treasury, published at 31 C.F.R. Part 357, as amended from
time to time. Unless otherwise defined herein, all terms defined in the Trades
Regulations are used herein as therein defined.

            "Transfer" means (i) in the case of certificated securities in
registered form, delivery as provided in Section 8-301(a) of the UCC, endorsed
to the transferee or in blank by an effective endorsement, (ii) in the case of
Treasury Securities, registration of the transferee as the owner of such
Treasury Securities on Trades and (iii) in the case of security entitlements,
including, without limitation, security entitlements with respect to Treasury
Securities, a securities intermediary indicating by book entry that such
security entitlement has been credited to the transferee's securities account.

            "Trust Agreement" means each of the Amended and Restated
Declarations of Trust, dated as of the date hereof, among the Company, as
Sponsor, the Property Trustee, the Delaware Trustee and the Administrative
Trustees (each as named therein) and the several Holders (as defined therein)
relating to MetLife Capital Trust II and MetLife Capital Trust III.

            "UCC" means the Uniform Commercial Code as in effect in the State of
New York from time to time.

            "Value" means, with respect to any item of Collateral on any date,
as to (1) Cash, the face amount thereof, (2) Trust Preferred Securities, the
aggregate liquidation amount thereof and (3) Treasury Securities, the aggregate
principal amount thereof.

                                   ARTICLE II

                                     PLEDGE

            SECTION 2.01. Pledge.

            Each Holder, acting through the Stock Purchase Contract Agent as
such Holder's attorney-in-fact, and the Stock Purchase Contract Agent, acting
solely as such attorney-in-fact, hereby pledges and grants to the Collateral
Agent, as agent of and for the benefit of the

                                       6
<PAGE>

Company, a continuing first priority security interest in and to, and a lien
upon and right of set-off against, all of such Person's right, title and
interest in and to the Collateral to secure the prompt and complete payment and
performance when due (whether at stated maturity, by acceleration or otherwise)
of the Obligations. The Collateral Agent shall have all of the rights, remedies
and recourses with respect to the Collateral afforded a secured party by the
UCC, in addition to, and not in limitation of, the other rights, remedies and
recourses afforded to the Collateral Agent by this Agreement.

            SECTION 2.02. Control.

            The Collateral Agent shall have control of the Series A Collateral
Account and the Series B Collateral Account pursuant to the provisions of
Article IV of this Agreement.

            SECTION 2.03. Termination.

            As to each Holder, this Agreement and the Pledge created hereby
shall terminate upon the satisfaction of such Holder's Obligations. Upon receipt
of notice from the Stock Purchase Contract Agent of such termination, the
Collateral Agent shall, except as otherwise provided herein, instruct the
Securities Intermediary to Transfer such Holder's portion of the Collateral to
the Stock Purchase Contract Agent for distribution to such Holder, free and
clear of the Pledge created hereby.

                                  ARTICLE III

                       DISTRIBUTIONS ON PLEDGED COLLATERAL

            SECTION 3.01. Income and Distributions.

            The Collateral Agent shall transfer to the Stock Purchase Contract
Agent for distribution to the applicable Holders as provided in the Stock
Purchase Contracts or Stock Purchase Contract Agreement all income and
distributions received by the Collateral Agent on account of (i) the Pledged
Series A Trust Preferred Securities or Permitted Investments from time to time
held in the Series A Collateral Account and (ii) the Pledged Series B Trust
Preferred Securities or Permitted Investments from time to time held in the
Series B Collateral Account.

            SECTION 3.02. Payments Following Termination Event.

            Following a Termination Event, the Collateral Agent shall transfer
all payments of liquidation amounts or principal it receives, if any, in respect
of (1) the Pledged Trust Preferred Securities and (2) the Pledged Treasury
Securities, to the Stock Purchase Contract Agent for the benefit of the
applicable Holders for distribution to such Holders in accordance with their
respective interests, free and clear of the Pledge created hereby.

            SECTION 3.03. Payments Prior to or on Stock Purchase Date.

            (a) Subject to the provisions of Section 5.06, and except as
      provided in Section 3.03(b) and Section 3.03(c) below, if no Termination
      Event shall have occurred,

                                       7
<PAGE>

            (b) all payments of liquidation amounts or principal received by the
      Securities Intermediary in respect of (x) the Pledged Series A Trust
      Preferred Securities and (y) the Pledged Series A Treasury Securities
      shall be held in the Series A Collateral Account and invested in Permitted
      Investments until the Initial Stock Purchase Date;

            (c) the Pledged Series A Trust Preferred Securities and the Pledged
      Series A Treasury Securities shall be transferred to the Company on the
      Initial Stock Purchase Date as provided in Section 5.07 hereof. Any
      balance remaining in the Series A Collateral Account on the Initial Stock
      Purchase Date shall be released from the Pledge by the Collateral Agent,
      and the Collateral Agent shall instruct the Securities Intermediary to,
      and the Securities Intermediary shall, Transfer to the Stock Purchase
      Contract Agent such balance for the benefit of the applicable Holders for
      distribution to such Holders in accordance with their respective
      interests, free and clear of the Pledge created thereby;

            (d) all payments of liquidation amounts or principal received by the
      Securities Intermediary in respect of (x) the Pledged Series B Trust
      Preferred Securities and (y) the Pledged Series B Treasury Securities
      shall be held in the Series B Collateral Account and invested in Permitted
      Investments until the Subsequent Stock Purchase Date;

            (e) the Pledged Series B Trust Preferred Securities and the Pledged
      Series B Treasury Securities shall be transferred to the Company on the
      Subsequent Stock Purchase Date as provided in Section 5.07 hereof. Any
      balance remaining in the Series B Collateral Account on the Subsequent
      Stock Purchase Date shall be released from the Pledge by the Collateral
      Agent, and the Collateral Agent shall instruct the Securities Intermediary
      to, and the Securities Intermediary shall, Transfer to the Stock Purchase
      Contract Agent such balance for the benefit of the applicable Holders for
      distribution to such Holders in accordance with their respective
      interests, free and clear of the Pledge created thereby;

            (f) The Company shall instruct the Collateral Agent in writing as to
      the Permitted Investments in which any payments made under this Section
      3.03(a) shall be invested; provided, however, that if the Company fails to
      deliver such instructions by 10:30 a.m. (New York City time) on the day
      such payments are received by the Collateral Agent, the Collateral Agent
      shall invest such payments in the Permitted Investments as described in
      clause (6) of the definition of Permitted Investments. The Collateral
      Agent shall have no liability in respect of losses incurred as a result of
      the failure of the Company to provide written investment direction. The
      Collateral Agent may conclusively rely on any written direction and shall
      bear no liability for any loss or other damage based on acting or omitting
      to act under this Section 3.03 pursuant to any direction of the Company
      and neither the Collateral Agent nor the Securities Intermediary shall in
      any way be liable for the selection of Permitted Investments or by reason
      of any insufficiency in a Collateral Account resulting from any loss on
      any Permitted Investment included therein.

            (g) All payments of liquidation amounts or principal received by the
      Securities Intermediary in respect of (1) the Trust Preferred Securities
      and (2) the

                                       8
<PAGE>

      Treasury Securities or security entitlements thereto, that, in each case,
      have been released from a Pledge pursuant hereto shall be transferred to
      the Stock Purchase Contract Agent for the benefit of the applicable
      Holders for distribution to such Holders in accordance with their
      respective interests.

            (h) In the event of a Failed Remarketing (other than a Final Failed
      Remarketing) with respect to the Series A Trust Preferred Securities,
      principal payments received by the Securities Intermediary in respect of
      the Pledged Series A Treasury Securities shall be invested in Treasury
      Securities maturing on the next Applicable Remarketing Settlement Date for
      the Series A Trust Preferred Securities in a principal amount equal to the
      aggregate stated amount of the related Stripped Common Equity Units, which
      Treasury Securities shall be considered Pledged Series A Treasury
      Securities for the purpose of this Agreement. The Collateral Agent shall
      remit any remaining funds, after application of principal payments
      received in respect of Series A Treasury Securities to purchase new Series
      A Treasury Securities, to the Stock Purchase Contract Agent who shall
      remit such funds to the Holders of the related Stripped Common Equity
      Units on a pro rata basis.

            (d) In the event of a Failed Remarketing (other than a Final Failed
Remarketing) with respect to the Series B Trust Preferred Securities, principal
payments received by the Securities Intermediary in respect of the Pledged
Series B Treasury Securities shall be invested in Treasury Securities maturing
on the next Applicable Remarketing Settlement Date for the Series B Trust
Preferred Securities in a principal amount equal to the aggregate stated amount
of the related Stripped Common Equity Units, which Treasury Securities shall be
considered Pledged Series B Treasury Securities for the purpose of this
Agreement. The Collateral Agent shall remit any remaining funds, after
application of principal payments received in respect of Series B Treasury
Securities to purchase new Series B Treasury Securities, to the Stock Purchase
Contract Agent who shall remit such funds to the Holders of the related Stripped
Common Equity Units on a pro rata basis.

            SECTION 3.04. Payments to Stock Purchase Contract Agent.

            The Securities Intermediary shall use commercially reasonable
efforts to deliver payments to the Stock Purchase Contract Agent hereunder, to
the extent it has received the same, to the account designated by the Stock
Purchase Contract Agent for such purpose not later than 11:00 a.m. (New York
City time) on the Business Day such payment is received by the Securities
Intermediary; provided, however, that if such payment is received by the
Securities Intermediary on a day that is not a Business Day or after 10:00 a.m.
(New York City time) on a Business Day, then the Securities Intermediary shall
use commercially reasonable efforts to deliver such payment to the Stock
Purchase Contract Agent no later than 10:30 a.m. (New York City time) on the
next succeeding Business Day. Notwithstanding the foregoing, if the Securities
Intermediary is required to deliver payments to the Stock Purchase Contract
Agent on a Business Day that is in the next calendar year, then the Securities
Intermediary shall use commercially reasonable efforts to deliver such payment
to the Stock Purchase Contract Agent no later than 10:30 am (New York City time)
on the immediately preceding Business Day; provided that such payment is
received by the Securities Intermediary on or before 9:00 am (New York City
time) on that Business Day.

                                       9
<PAGE>

            SECTION 3.05. Assets Not Properly Released.

            If the Stock Purchase Contract Agent or any Holder shall receive any
principal payments on account of financial assets credited to either Collateral
Account and not released therefrom in accordance with this Agreement, the Stock
Purchase Contract Agent or such Holder shall hold the same as trustee of an
express trust for the benefit of the Company and, upon receipt of an Officers'
Certificate of the Company so directing, promptly deliver the same to the
Securities Intermediary for credit to the applicable Collateral Account or to
the Company for application to the Obligations of the Holders, and the Stock
Purchase Contract Agent and Holders shall acquire no right, title or interest in
any such payments of principal amounts so received. The Stock Purchase Contract
Agent shall have no liability under this Section 3.05 unless and until it has
been notified in writing that such payment was delivered to it erroneously and
shall have no liability for any action taken, suffered or omitted to be taken
prior to its receipt of such notice.

                                   ARTICLE IV

                                     CONTROL

            SECTION 4.01. Establishment of Collateral Account.

            The Securities Intermediary hereby confirms that:

            (a) the Securities Intermediary has established the Series A
      Collateral Account and the Series B Collateral Account and its records
      identify the Collateral Agent as the sole person having a securities
      entitlement against the Securities Intermediary with respect to each such
      Collateral Account;

            (b) each of the Series A Collateral Account and the Series B
      Collateral Account is a securities account;

            (c) subject to the terms of this Agreement, the Securities
      Intermediary shall identify in its records the Collateral Agent as the
      entitlement Holder entitled to exercise the rights that comprise any
      financial asset credited to the Series A Collateral Account or the Series
      B Collateral Account;

            (d) all property delivered to the Securities Intermediary pursuant
      to this Agreement or the Stock Purchase Contract Agreement, including any
      Permitted Investments, will be credited promptly to the applicable
      Collateral Account; and

            (e) all securities or other property underlying any financial assets
      credited to a Collateral Account shall be (i) registered in the name of
      the Stock Purchase Contract Agent and endorsed to the Securities
      Intermediary or in blank, (ii) registered in the name of the Securities
      Intermediary or (iii) credited to another securities account maintained in
      the name of the Securities Intermediary. In no case will any financial
      asset credited to a Collateral Account be registered in the name of the
      Stock Purchase Contract Agent or any Holder or specially endorsed to the
      Stock Purchase Contract Agent or any Holder unless such financial asset
      has been further endorsed to the Securities Intermediary or in blank.

                                       10
<PAGE>

            SECTION 4.02. Treatment as Financial Assets.

            Each item of property (whether investment property, financial asset,
security, instrument or cash) credited to a Collateral Account shall be treated
as a financial asset.

            SECTION 4.03. Sole Control by Collateral Agent.

            Except as provided in Section 6.01, at all times prior to the
termination of the Pledge, the Collateral Agent shall have sole control of each
Collateral Account, and the Securities Intermediary shall take instructions and
directions with respect to each Collateral Account solely from the Collateral
Agent. If at any time the Securities Intermediary shall receive an entitlement
order issued by the Collateral Agent and relating to a Collateral Account, the
Securities Intermediary shall comply with such entitlement order without further
consent by the Stock Purchase Contract Agent or any Holder or any other Person.
Except as otherwise permitted under this Agreement, until termination of the
Pledge, the Securities Intermediary will not comply with any entitlement orders
issued by the Stock Purchase Contract Agent or any Holder.

            SECTION 4.04. Securities Intermediary's Location.

            The Series A Collateral Account, the Series B Collateral Account,
and the rights and obligations of the Securities Intermediary, the Collateral
Agent, the Stock Purchase Contract Agent and the Holders with respect thereto,
shall be governed by the laws of the State of New York. Regardless of any
provision in any other agreement, for purposes of the UCC, New York shall be
deemed to be the Securities Intermediary's jurisdiction.

            SECTION 4.05. No Other Claims.

            Except for the claims and interest of the Collateral Agent and of
the Stock Purchase Contract Agent and the Holders in the Series A Collateral
Account and the Series B Collateral Account, the Securities Intermediary
(without having conducted any investigation) does not know of any claim to, or
interest in, the Series A Collateral Account or the Series B Collateral Account
or in any financial asset credited thereto. If any Person asserts any lien,
encumbrance or adverse claim (including any writ, garnishment, judgment, warrant
of attachment, execution or similar process) against the Series A Collateral
Account or the Series B Collateral Account or in any financial asset carried
therein, the Securities Intermediary will promptly notify the Collateral Agent
and the Stock Purchase Contract Agent.

            SECTION 4.06. Investment and Release.

            All proceeds of financial assets from time to time deposited in the
Series A Collateral Account or the Series B Collateral Account shall be invested
and reinvested as provided in this Agreement. At no time prior to termination of
the Pledge with respect to any particular property shall such property be
released from the Series A Collateral Account or the Series B Collateral Account
except in accordance with this Agreement or upon written instructions of the
Collateral Agent.

            SECTION 4.07. Statements and Confirmations.

                                       11
<PAGE>

            The Securities Intermediary will promptly send copies of all
statements, confirmations and other correspondence concerning the Series A
Collateral Account or the Series B Collateral Account and any financial assets
credited thereto simultaneously to each of the Stock Purchase Contract Agent,
the Company and the Collateral Agent at their addresses for notices under this
Agreement.

            SECTION 4.08. Tax Allocations.

            The Stock Purchase Contract Agent shall perform all customary tax
reporting with respect to all items of income, gain, expense and loss recognized
in the Series A Collateral Account and the Series B Collateral Account, to the
extent such reporting is required bylaw, to the Internal Revenue Service
authorities in the manner required by law. None of the Securities Intermediary,
the Custodial Agent or the Collateral Agent shall have any tax reporting duties
hereunder.

            SECTION 4.09. No Other Agreements.

            The Securities Intermediary has not entered into, and prior to the
termination of the Pledge will not enter into, any agreement with any other
Person relating to the Series A Collateral Account or the Series B Collateral
Account or any financial assets credited thereto, including, without limitation,
any agreement to comply with entitlement orders of any Person other than the
Collateral Agent.

            SECTION 4.10. Powers Coupled with an Interest.

            The rights and powers granted in this Article IV to the Collateral
Agent have been granted in order to perfect its security interests in the Series
A Collateral Account and the Series B Collateral Account, are powers coupled
with an interest and will be affected neither by the bankruptcy of the Stock
Purchase Contract Agent or any Holder nor by the lapse of time. The obligations
of the Securities Intermediary under this Article IV shall continue in effect
until the termination of the Pledge with respect to any and all Collateral.

            SECTION 4.11. Waiver of Lien; Waiver of Set-off.

            The Securities Intermediary waives any security interest, lien or
right to make deductions or set- offs that it may now have or hereafter acquire
in or with respect to the Series A Collateral Account or the Series B Collateral
Account, any financial asset credited thereto or any security entitlement in
respect thereof. Neither the financial assets credited to the Series A
Collateral Account or the Series B Collateral Account nor the security
entitlements in respect thereof will be subject to deduction, set-off, banker's
lien or any other right in favor of any person other than the Company.

                                   ARTICLE V

          INITIAL DEPOSIT; CREATION OF STRIPPED COMMON EQUITY UNITS AND
                    RECREATION OF NORMAL COMMON EQUITY UNITS

            SECTION 5.01. Initial Deposit of Trust Preferred Securities.

                                       12
<PAGE>

            (a) Prior to or concurrently with the execution and delivery of this
      Agreement, the Stock Purchase Contract Agent, on behalf of the initial
      Holders of the Normal Common Equity Units, shall Transfer to the
      Collateral Agent, for credit to the Series A Collateral Account, the
      Series A Trust Preferred Securities or security entitlements relating
      thereto, and, for credit to the Series B Collateral Account, the Series B
      Trust Preferred Securities or security entitlements relating thereto and,
      the Securities Intermediary shall thereupon indicate by book-entry that
      such Trust Preferred Securities, regardless of whether received by the
      Securities Intermediary in the form of certified securities effectively
      indorsed in blank or as security entitlements, have been credited to the
      applicable Collateral Account.

            (b) The Securities Intermediary may, at any time or from time to
      time, cause any or all securities or other property underlying any
      financial assets credited to the Series A Collateral Account or the Series
      B Collateral Account to be registered in the name of the Securities
      Intermediary, the Collateral Agent or their respective nominees; provided,
      however, that unless any Event of Default (defined in the Trust Agreement
      relating to the relevant series of Trust Preferred Securities) shall have
      occurred and be continuing, the Securities Intermediary agrees not to
      cause any Trust Preferred Securities to be so re-registered.

            SECTION 5.02. Creation of Stripped Common Equity Units.

            (a) A Holder of Normal Common Equity Units shall have the right, at
      any time on or prior to 5:00 p.m. (New York City time) on the seventh
      Business Day immediately preceding any Applicable Remarketing Settlement
      Date, to create Stripped Common Equity Units by substitution of Treasury
      Securities or security entitlements with respect thereto for the Pledged
      Series A Trust Preferred Securities (if any) and Pledged Series B Trust
      Preferred Securities then comprising a part of all or a portion of such
      Holder's Normal Common Equity Units, in integral multiples of 80 Normal
      Common Equity Units, by:

            (A) Transferring to the Stock Purchase Contract Agent, for further
      Transfer to the Securities Intermediary for credit to the Collateral
      Account, Series A Treasury Securities or security entitlements with
      respect thereto having a Value equal to the aggregate liquidation amount
      of the Pledged Series A Trust Preferred Securities (if any) to be released
      and Series B Treasury Securities or security entitlements with respect
      thereto having a Value equal to the aggregate liquidation amount of the
      Pledged Series B Trust Preferred Securities to be released, accompanied by
      a notice, substantially in the form of Exhibit C to the Stock Purchase
      Contract Agreement, whereupon the Stock Purchase Contract Agent shall
      deliver to the Collateral Agent a notice, substantially in the form of
      Exhibit A hereto, (A) stating that such Holder has notified the Stock
      Purchase Contract Agent that such Holder has Transferred Treasury
      Securities or security entitlements with respect thereto to the Stock
      Purchase Contract Agent for further Transfer to the Securities
      Intermediary for credit to the applicable Collateral Account, (B) stating
      the Value of the Treasury Securities or security entitlements with respect
      thereto Transferred by such Holder and (C) requesting that the Collateral
      Agent instruct the Securities Intermediary to accept such Transfer of
      Treasury Securities and to release

                                       13
<PAGE>

      from the Pledge to the Stock Purchase Contract Agent as attorney-in-fact
      of the such Holder an equal Value of Pledged Series A Trust Preferred
      Securities (if any) and an equal Value of Pledged Series B Trust Preferred
      Securities that are then a component of such Normal Common Equity Units;
      and

            (B) delivering the related Normal Common Equity Units to the Stock
      Purchase Contract Agent.

            Upon receipt of such notice, giving of instructions to the
Securities Intermediary that such Transfer be accepted and confirmation that
Treasury Securities or security entitlements with respect thereto have been
credited to the Series A Collateral Account (if applicable) and Series B
Collateral Account as described in such notice, the Collateral Agent shall
instruct the Securities Intermediary by a notice, substantially in the form of
Exhibit B hereto, to release such Pledged Series A Trust Preferred Securities
(if any) and Pledged Series B Trust Preferred Securities from the Pledge by
Transfer to the Stock Purchase Contract Agent for distribution to such Holder,
free and clear of the Pledge created hereby.

            (b) Upon credit to the Series A Collateral Account (if applicable)
      of Series A Treasury Securities and to the Series B Collateral Account of
      Series B Treasury Securities or security entitlements with respect thereto
      delivered by a Holder of Normal Common Equity Units and receipt of the
      related instruction from the Collateral Agent, the Securities Intermediary
      shall release the Pledged Series A Trust Preferred Securities (if any) and
      Pledged Series B Trust Preferred Securities from the Pledge and shall
      promptly Transfer the same to the Stock Purchase Contract Agent for
      distribution to such Holder, free and clear of the Pledge created hereby.

            SECTION 5.03. Recreation of Normal Common Equity Units.

            (a) At any time on or prior to 5:00 p.m. (New York City time) on the
      seventh Business Day immediately preceding any Applicable Remarketing
      Settlement Date, a Holder of Stripped Common Equity Units shall have the
      right to recreate Normal Common Equity Units by substitution of Trust
      Preferred Securities or security entitlements with respect thereto for
      Pledged Treasury Securities in integral multiples of 80 Stripped Common
      Equity Units by:

            (A) Transferring to the Stock Purchase Contract Agent for further
      Transfer to the Securities Intermediary, for credit to the Series A
      Collateral Account, Series A Trust Preferred Securities or security
      entitlements with respect thereto having an aggregate liquidation amount
      equal to the Value of the Pledged Series A Treasury Securities (if any) to
      be released, and Transferring to the Stock Purchase Contract Agent for
      further Transfer to the Securities Intermediary, for credit to the Series
      B Collateral Account, Series B Trust Preferred Securities or security
      entitlements with respect thereto having an aggregate liquidation amount
      equal to the Value of the Pledged Series B Treasury Securities to be
      released, accompanied by a notice, substantially in the form of Exhibit C
      to the Stock Purchase Contract Agreement, whereupon the Stock Purchase
      Contract Agent shall deliver to the Collateral Agent a notice,
      substantially in the form of Exhibit C hereto, stating that such Holder
      has Transferred the Series A Trust Preferred Securities or

                                       14
<PAGE>

      security entitlements with respect thereto to the Stock Purchase Contract
      Agent for further Transfer to the Securities Intermediary for credit to
      the Series A Collateral Account and has Transferred the Series B Trust
      Preferred Securities or security entitlements with respect thereto to the
      Securities Intermediary for credit to the Series B Collateral Account and
      requesting that the Collateral Agent instruct the Securities Intermediary
      accept such Transfer and to release from the Pledge to the Stock Purchase
      Contract Agent an Equal Value of the Pledged Series A Treasury Securities
      and Pledged Series B Treasury Securities related to such Stripped Common
      Equity Units; and

            (B) delivering the related Stripped Common Equity Units to the Stock
      Purchase Contract Agent.

            Upon receipt of such notice, the giving of instructions to the
Securities Intermediary that such Transfer be accepted and confirmation that
Series A Trust Preferred Securities or security entitlements with respect
thereto have been credited to the Series A Collateral Account and Series B Trust
Preferred Securities or security entitlements with respect thereto have been
credited to the Series B Collateral Account as described in such notice, the
Collateral Agent shall instruct the Securities Intermediary by a notice
substantially in the form of Exhibit D hereto to release such Pledged Series A
Treasury Securities and Pledged Series B Treasury Securities from the Pledge by
Transfer to the Stock Purchase Contract Agent for distribution to such Holder,
free and clear of the Pledge created hereby.

            (b) Upon credit to the Collateral Account of Trust Preferred
      Securities or security entitlements with respect thereto delivered by a
      Holder of Stripped Common Equity Units and receipt of the related
      instruction from the Collateral Agent, the Securities Intermediary shall
      release such Pledged Treasury Securities from the Pledge and shall
      promptly Transfer the same to the Stock Purchase Contract Agent for
      distribution to such Holder, free and clear of the Pledge created hereby.

            SECTION 5.04. Termination Event.

            (a) Upon receipt by the Collateral Agent of written notice from the
      Company or the Stock Purchase Contract Agent that a Termination Event has
      occurred, the Collateral Agent shall release all Collateral from the
      Pledge and shall promptly instruct the Securities Intermediary to
      Transfer:

            (A) any Pledged Trust Preferred Securities or security entitlements
      with respect thereto;

            (B) any Pledged Treasury Securities or security entitlements with
      respect thereto; and

            (C) any payments by Holders (or the Permitted Investments of such
      payments) pursuant to Section 5.05 hereof,

to the Stock Purchase Contract Agent for the benefit of the Holders for
distribution to such Holders, in accordance with their respective interests,
free and clear of the Pledge created hereby.

                                       15
<PAGE>

            (b) If such Termination Event shall result from the Company's
      becoming a debtor under the Bankruptcy Code, and if the Collateral Agent
      shall for any reason fail promptly to effectuate the release and Transfer
      of all Pledged Trust Preferred Securities, Pledged Treasury Securities and
      payments by Holders (or the Permitted Investments of such payments)
      pursuant to Section 5.05 and Proceeds of any of the foregoing, as the case
      may be, as provided by this Section 5.04, the Stock Purchase Contract
      Agent shall:

            (A) use its best efforts to obtain an opinion of a nationally
      recognized law firm to the effect that, notwithstanding the Company being
      the debtor in such a bankruptcy case, the Collateral Agent will not be
      prohibited from releasing or Transferring the Collateral as provided in
      this Section 5.04 and shall deliver or cause to be delivered such opinion
      to the Collateral Agent within ten days after the occurrence of such
      Termination Event, and if (A) the Stock Purchase Contract Agent shall be
      unable to obtain such opinion within ten days after the occurrence of such
      Termination Event or (B) the Collateral Agent shall continue, after
      delivery of such opinion, to refuse to effectuate the release and Transfer
      of all Pledged Trust Preferred Securities, Pledged Treasury Securities and
      the payments by Holders (or the Permitted Investments of such payments)
      pursuant to Section 5.05 hereof and Proceeds of any of the foregoing, as
      the case may be, as provided in this Section 5.04, then the Stock Purchase
      Contract Agent shall, upon receipt of instructions in accordance with the
      Stock Purchase Contract Agreement, within fifteen days after the
      occurrence of such Termination Event commence an action or proceeding in
      the court having jurisdiction of the Company's case under the Bankruptcy
      Code seeking an order requiring the Collateral Agent to effectuate the
      release and transfer of all Pledged Trust Preferred Securities, Pledged
      Treasury Securities and the payments by Holders (or the Permitted
      Investments of such payments) pursuant to Section 5.05 hereof and Proceeds
      of any of the foregoing, or as the case may be, as provided by this
      Section 5.04; or

            (B) upon receipt of instructions in accordance with the Stock
      Purchase Contract Agreement, commence an action or proceeding like that
      described in Section 5.04(b)(i) hereof within ten days after the
      occurrence of such Termination Event.

            SECTION 5.05. Cash Settlement.

            (a) Upon (1) receipt by the Collateral Agent of a notice from the
      Stock Purchase Contract Agent promptly after the receipt by the Stock
      Purchase Contract Agent of a notice from a Holder of Normal Common Equity
      Units that such Holder has elected, in accordance with the procedures
      specified in Section 5.02(b)(i) of the Stock Purchase Contract Agreement,
      to effect a Cash Settlement and (2) receipt from such Holder by the
      Securities Intermediary for credit to the applicable Collateral Account on
      or prior to 5:00 p.m. (New York City time) on the fourth Business Day
      immediately preceding the applicable Stock Purchase Date of the applicable
      Purchase Price in lawful money of the United States by certified or
      cashier's check or wire transfer of immediately available funds payable to
      or upon the order of the Securities Intermediary, then the Collateral
      Agent shall instruct the Securities Intermediary promptly to invest any
      such Cash in Permitted Investments maturing on the Stock Purchase Date.

                                       16
<PAGE>

            The Company shall instruct the Collateral Agent in writing as to the
Permitted Investments in which any such Cash shall be invested; provided,
however, that if the Company fails to deliver such written instructions by 10:30
a.m. (New York City time) on the day such Cash is received by the Collateral
Agent or to be reinvested by the Securities Intermediary, the Collateral Agent
shall instruct the Securities Intermediary to invest such Cash in the Permitted
Investments described in clause (6) of the definition of Permitted Investments.
The Collateral Agent may conclusively rely on any written direction and shall
bear no liability for any loss or other damage based on acting or omitting to
act under this Section 5.05 pursuant to any direction of the Company and in no
event shall the Collateral Agent or Securities Intermediary be liable for the
selection of Permitted Investments or for investment losses incurred thereon.
The Collateral Agent and Securities Intermediary shall have no liability with
respect to losses incurred as a result of the failure of the Company to provide
written investment direction.

            In the event of a Successful Remarketing, upon receipt of Proceeds
upon the maturity of the Permitted Investments on a Stock Purchase Date, the
Collateral Agent shall (A) instruct the Securities Intermediary to pay the
portion of such Proceeds and deliver any certified or cashier's checks received,
in an aggregate amount equal to the Purchase Price, to the Company on the Stock
Purchase Date, and (B) release any amounts in excess of the Purchase Price
earned from such Permitted Investments to the Stock Purchase Contract Agent for
distribution to the Holders in accordance with the Stock Purchase Contract
Agreement.

            (b) If a Holder of Normal Common Equity Units (i) fails to notify
      the Stock Purchase Contract Agent of its intention to make a Cash
      Settlement as provided in Section 5.02(b)(i) of the Stock Purchase
      Contract Agreement or (ii) does notify the Stock Purchase Contract Agent
      of its intention to pay the Purchase Price in cash, but fails to make such
      payment as required by Section 5.02(b)(ii) of the Stock Purchase Contract
      Agreement, such Holder shall be deemed to have consented to the
      disposition of such Holder's Pledged Trust Preferred Securities in
      accordance with Section 5.02(b)(iii) of the Stock Purchase Contract
      Agreement.

            (c) As soon as practicable after 5:00 p.m. (New York City time) on
      the fourth Business Day immediately preceding the applicable Stock
      Purchase Date, the Collateral Agent shall deliver to the Stock Purchase
      Contract Agent a notice, substantially in the form of Exhibit E hereto,
      stating (i) the amount of Cash that it has received with respect to the
      Cash Settlement of Normal Common Equity Units and (ii) the amount of
      Pledged Trust Preferred Securities to be remarketed in the applicable
      Remarketing pursuant to Section 5.02(a) of the Stock Purchase Contract
      Agreement, of the series that is to be remarketed in the applicable
      Remarketing.

            (d) In the event of a Failed Remarketing, the Collateral Agent shall
      (i) promptly return the Cash that it has received with respect to the Cash
      Settlement of Normal Common Equity Units to the Stock Purchase Contract
      Agent for distribution to Holders who elected to effect a Cash Settlement
      and (ii) as soon as practicable after 5:00 p.m. (New York City time) on
      the Business Day immediately preceding the applicable Stock Purchase Date,
      deliver to the Stock Purchase Contract Agent a notice, stating (A) the
      amount of Cash that it has received and returned with respect to the Cash
      Settlement of Normal Common Equity Units and (B) the amount of Pledged
      Trust

                                       17
<PAGE>

      Preferred Securities of the series subject to the Failed Remarketing in
      the Collateral Account.

            (e) In the event of a Successful Remarketing, the Collateral Agent
      shall (i) instruct the Securities Intermediary to release from the Pledge
      such Holder's related Pledged Trust Preferred Securities of the series
      subject to the Successful Remarketing as to which such Holder has effected
      a Cash Settlement pursuant to Section 5.05(a), and (ii) instruct the
      Securities Intermediary to Transfer all such Pledged Trust Preferred
      Securities of the series subject to the Successful Remarketing to the
      Stock Purchase Contract Agent for distribution to such Holder free and
      clear of the Pledge created hereby.

            SECTION 5.06. Early Settlement and Cash Merger Early Settlement.

            Upon receipt by the Collateral Agent of a notice from the Stock
Purchase Contract Agent that a Holder of Common Equity Units has elected to
effect either (i) Early Settlement of its obligations under the Stock Purchase
Contracts forming a part of such Common Equity Units in accordance with the
terms of the Stock Purchase Contracts and Section 5.07 of the Stock Purchase
Contract Agreement or (ii) Cash Merger Early Settlement of its obligations under
the Stock Purchase Contracts forming a part of such Common Equity Units in
accordance with the terms of the Stock Purchase Contracts and Section
5.04(b)(ii) of the Stock Purchase Contract Agreement (which notice shall set
forth the number of such Stock Purchase Contracts as to which such Holder has
elected to effect Early Settlement or Cash Merger Early Settlement), and that
the Stock Purchase Contract Agent has received from such Holder, and paid to the
Company as confirmed in writing by the Company, the related Purchase Price
pursuant to the terms of the Stock Purchase Contracts and the Stock Purchase
Contract Agreement, then the Collateral Agent shall release from the Pledge, (1)
Pledged Trust Preferred Securities in the case of a Holder of Normal Common
Equity Units or (2) Pledged Treasury Securities, in the case of a Holder of
Stripped Common Equity Units, in each case with a Value equal to the product of
(x) the Stated Amount times (y) the number of Stock Purchase Contracts as to
which such Holder has elected to effect Early Settlement or Cash Merger Early
Settlement, and shall instruct the Securities Intermediary to Transfer all such
Pledged Trust Preferred Securities or Pledged Treasury Securities, as the case
may be, to the Stock Purchase Contract Agent for distribution to such Holder, in
each case free and clear of the Pledge created hereby. A holder of Stripped
Common Equity Units may settle early only in integral multiples of 80 Stripped
Common Equity Units, and a Holder of Normal Common Equity Units may settle early
only in integral multiples of 80 Normal Common Equity Units.

            SECTION 5.07. Application of Proceeds in Settlement of Stock
Purchase Contracts.

            (a) If a Holder of Normal Common Equity Units has not elected to
      make an effective Cash Settlement by notifying the Stock Purchase Contract
      Agent in the manner provided for in Section 5.02(b)(i) of the Stock
      Purchase Contract Agreement or does notify the Stock Purchase Contract
      Agent as provided in paragraph 5.02(b)(i) of the Stock Purchase Contract
      Agreement of its intention to pay the Purchase Price in Cash, but fails to
      make such payment as required by paragraph 5.02(b)(ii) of the Stock
      Purchase

                                       18
<PAGE>

      Contract Agreement, such Holder shall be deemed to have elected to pay for
      the shares of Common Stock to be issued under such Stock Purchase
      Contracts from the Proceeds of the Remarketing of the related Pledged
      Trust Preferred Securities.

            In the event of a Successful Remarketing, the Collateral Agent shall
instruct the Securities Intermediary to Transfer the related Pledged Trust
Preferred Securities to the Remarketing Agent, upon confirmation of deposit by
the Remarketing Agent of the Proceeds of such Successful Remarketing (less, to
the extent permitted by the Remarketing Agreement, the Remarketing Fee) in the
Collateral Account. The Collateral Agent shall instruct the Securities
Intermediary to invest the Proceeds of the Successful Remarketing in Permitted
Investments set forth in clause (6) of the definition of Permitted Investments.
On the Stock Purchase Date, the Collateral Agent shall instruct the Securities
Intermediary to remit a portion of the Proceeds from such Successful Remarketing
equal to the aggregate liquidation amount of such Pledged Trust Preferred
Securities to satisfy in full such Holder's obligations to pay the Purchase
Price to purchase the shares of Common Stock under the related Stock Purchase
Contracts and to remit the balance of the Proceeds from the Successful
Remarketing, if any, to the Stock Purchase Contract Agent for distribution to
such Holder.

            In the event of a Final Failed Remarketing with respect to the
Series A Trust Preferred Securities, the Collateral Agent, for the benefit of
the Company, will, at the written instruction of the Company, deliver or dispose
of the Pledged Series A Trust Preferred Securities in accordance with the
Company's written instructions to satisfy in full, from any such disposition or
retention, such Holders' obligations to pay the Purchase Price for the shares of
Common Stock to be issued on the Initial Stock Purchase Date under the Stock
Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the
Collateral Agent shall promptly remit the Proceeds in excess of the aggregate
Purchase Price for the shares of Common Stock to be issued on the Initial Stock
Purchase Date under such Stock Purchase Contracts to the Stock Purchase Contract
Agent for payment to the Holders of the Normal Common Equity Units to which such
Series A Trust Preferred Securities relate.

            In the event of a Final Failed Remarketing with respect to the
Series B Trust Preferred Securities, the Collateral Agent, for the benefit of
the Company, will, at the written instruction of the Company, deliver or dispose
of the Pledged Series B Trust Preferred Securities in accordance with the
Company's written instructions to satisfy in full, from any such disposition or
retention, such Holders' obligations to pay the Purchase Price for the shares of
Common Stock to be issued on the Subsequent Stock Purchase Date under the Stock
Purchase Contracts underlying such Normal Common Equity Units. Thereafter, the
Collateral Agent shall promptly remit the Proceeds in excess of the aggregate
Purchase Price for the shares of Common Stock to be issued on the Subsequent
Stock Purchase Date under such Stock Purchase Contracts to the Stock Purchase
Contract Agent for payment to the Holders of the Normal Common Equity Units to
which such Series B Trust Preferred Securities relate.

            (b) A Holder of a Stripped Common Equity Unit shall be deemed to
      have elected to pay for the shares of Common Stock to be issued under the
      Stock Purchase Contract underlying the Stripped Common Equity Unit from
      the Proceeds of the related Pledged Treasury Securities. Without receiving
      any instruction from any Holder, the Collateral Agent shall instruct the
      Securities Intermediary (i) to remit the Proceeds of the

                                       19
<PAGE>

      related Pledged Series A Treasury Securities to the Company in settlement
      of such Stock Purchase Contracts on the Initial Stock Purchase Date and
      (ii) to remit the Proceeds of the related Pledged Series B Treasury
      Securities to the Company in settlement of such Stock Purchase Contracts
      on the Subsequent Stock Purchase Date. In the event the sum of the
      Proceeds from the related Pledged Treasury Securities exceeds the
      aggregate Purchase Price of the Stock Purchase Contracts being settled
      thereby, the Collateral Agent shall instruct the Securities Intermediary
      to transfer such excess, when received, to the Stock Purchase Contract
      Agent for distribution to Holders.

            (c) On or prior to 5:00 p.m. (New York City time) on the fifth
      Business Day immediately preceding an applicable Remarketing Date, but no
      earlier than the Payment Date immediately preceding such date, Holders of
      Separate Trust Preferred Securities of the series of Trust Preferred
      Securities that is the subject of a remarketing may elect to have their
      Separate Trust Preferred Securities remarketed under the Remarketing
      Agreement, by delivering their Separate Trust Preferred Securities along
      with a notice of such election, substantially in the form of Exhibit F
      hereto, to the Collateral Agent, acting as Custodial Agent. Any such
      notice and delivery may not be conditioned upon the level at which the
      Reset Rate for either series of Trust Preferred Securities is established
      in the Remarketing or any other condition. The Custodial Agent, shall hold
      Separate Trust Preferred Securities in an account separate from the
      applicable Collateral Account in which the Pledged Securities shall be
      held. Holders of Separate Trust Preferred Securities electing to have
      their Separate Trust Preferred Securities remarketed will also have the
      right to withdraw that election by written notice to the Collateral Agent,
      substantially in the form of Exhibit G hereto, on or prior to 5:00 p.m.
      (New York City time) on the fifth Business Day immediately preceding the
      applicable Remarketing Date, upon which notice the Custodial Agent shall
      return such Separate Trust Preferred Securities to such Holder. After such
      time, such election shall become an irrevocable election to have such
      Separate Trust Preferred Securities remarketed in such Remarketing.

            Promptly after 11:00 a.m. (New York City time) on the Business Day
immediately preceding the applicable Remarketing Date, the Custodial Agent shall
notify the Remarketing Agent of the aggregate liquidation amount of the Separate
Trust Preferred Securities to be remarketed and deliver to the Remarketing Agent
for remarketing all Separate Trust Preferred Securities delivered to the
Custodial Agent pursuant to this Section 5.07(c) and not validly withdrawn prior
to such date. In the event of a Successful Remarketing, after deducting the
Remarketing Fee, the Remarketing Agent will remit to the Custodial Agent the
remaining portion of the Proceeds of such Remarketing for payment to the Holders
of the remarketed Separate Trust Preferred Securities, in accordance with their
respective interests. In the event of a Failed Remarketing, the Remarketing
Agent will promptly return such Separate Trust Preferred Securities to the
Custodial Agent for distribution to the appropriate Holders.

                                   ARTICLE VI

              VOTING RIGHTS -- PLEDGED TRUST PREFERRED SECURITIES

            SECTION 6.01. Voting Rights.

                                       20
<PAGE>

            Subject to the terms of Section 4.02 of the Stock Purchase Contract
Agreement, the Stock Purchase Contract Agent may exercise, or refrain from
exercising, any and all voting and other consensual rights pertaining to the
Pledged Trust Preferred Securities or any part thereof for any purpose not
inconsistent with the terms of this Agreement and in accordance with the terms
of the Stock Purchase Contract Agreement; provided that the Stock Purchase
Contract Agent shall give the Company and the Collateral Agent at least five
Business Days' prior written notice of the manner in which it intends to
exercise, or its reasons for refraining from exercising, any such right. Upon
receipt of any notices and other communications in respect of any Pledged Trust
Preferred Securities, including notice of any meeting at which holders of the
Trust Preferred Securities are entitled to vote or solicitation of consents,
waivers or proxies of holders of the Trust Preferred Securities, the Collateral
Agent shall use reasonable efforts to send promptly to the Stock Purchase
Contract Agent such notice or communication, and as soon as reasonably
practicable after receipt of a written request therefore from the Stock Purchase
Contract Agent, execute and deliver to the Stock Purchase Contract Agent such
proxies and other instruments in respect of such Pledged Trust Preferred
Securities (in form and substance satisfactory to the Collateral Agent) as are
prepared by the Company and delivered to the Stock Purchase Contract Agent with
respect to the Pledged Trust Preferred Securities.

                                  ARTICLE VII

                               RIGHTS AND REMEDIES

            SECTION 7.01. Rights and Remedies of the Collateral Agent.

            (a) In addition to the rights and remedies specified in Section 5.07
      hereof or otherwise available at law or in equity, after an event of
      default (as specified in Section 7.01(b) below) hereunder, the Collateral
      Agent shall have all of the rights and remedies with respect to the
      Collateral of a secured party under the UCC (whether or not the UCC is in
      effect in the jurisdiction where the rights and remedies are asserted) and
      the Trades Regulations and such additional rights and remedies to which a
      secured party is entitled under the laws in effect in any jurisdiction
      where any rights and remedies hereunder may be asserted. Without limiting
      the generality of the foregoing, such remedies may include, to the extent
      permitted by applicable law, (1) retention of the Pledged Trust Preferred
      Securities or the Pledged Treasury Securities in full satisfaction of the
      Holders' obligations under the Stock Purchase Contracts and the Stock
      Purchase Contract Agreement or (2) sale of the Pledged Trust Preferred
      Securities or the Pledged Treasury Securities in one or more public or
      private sales.

            (b) Without limiting any rights or powers otherwise granted by this
      Agreement to the Collateral Agent, in the event the Company is unable to
      make payments from amounts transferred or transferable to the Company on
      account of the principal payments of any Pledged Treasury Securities as
      provided in Article III hereof, in satisfaction of the Obligations of the
      Holder of the Common Equity Units of which such applicable Pledged
      Treasury Securities are a part under the related Stock Purchase Contracts,
      the inability to make such payments shall constitute an event of default
      hereunder and the Collateral Agent shall have and may exercise, with
      reference to such Pledged Treasury Securities any and all of the rights
      and remedies available to a secured

                                       21
<PAGE>

      party under the UCC and the Trades Regulations after default by a debtor,
      and as otherwise granted herein or under any other law.

            (c) Without limiting any rights or powers otherwise granted by this
      Agreement to the Collateral Agent, the Collateral Agent is hereby
      irrevocably authorized to receive and collect all payments of (i) the
      liquidation amount of the Pledged Trust Preferred Securities and (ii) the
      principal amount of the Pledged Treasury Securities, subject, in each
      case, to the provisions of Article III hereof, and as otherwise granted
      herein.

            (d) The Stock Purchase Contract Agent, as attorney-in-fact of the
      Holders, and each Holder of Common Equity Units agrees that, from time to
      time, upon the written request of the Collateral Agent or the Stock
      Purchase Contract Agent, such Holder shall execute and deliver such
      further documents and do such other acts and things as the Company may
      reasonably request in order to maintain the Pledge, and the perfection and
      priority thereof, and to confirm the rights of the Collateral Agent
      hereunder. The Stock Purchase Contract Agent shall have no liability to
      any Holder for executing any documents or taking any such acts requested
      by the Collateral Agent hereunder, except for liability for its own
      negligent acts, its own negligent failure to act or its own willful
      misconduct.

            SECTION 7.02. Remarketing.

            The Collateral Agent shall, by 11:00 a.m., New York City time, on
the Business Day immediately preceding an applicable Remarketing Date, notify
the Remarketing Agent of the aggregate liquidation amount of the applicable
series of Pledged Trust Preferred Securities that are to be remarketed and
without any instruction from any Holder of Normal Common Equity Units, present
the related Pledged Trust Preferred Securities of the applicable series to the
Remarketing Agent for Remarketing. In the event of a Failed Remarketing, the
Trust Preferred Securities presented to the Remarketing Agent pursuant to this
Section 7.02 for Remarketing shall be redeposited into the applicable Collateral
Account.

            SECTION 7.03. Successful Remarketing.

            In the event of a Successful Remarketing, the Collateral Agent
shall, at the written direction of the Company, instruct the Securities
Intermediary to (i) Transfer the applicable Pledged Trust Preferred Securities
to the Remarketing Agent upon confirmation of deposit by the Remarketing Agent
of the Proceeds of such Successful Remarketing (after deducting any Remarketing
Fee in accordance with the Remarketing Agreement) in the applicable Collateral
Account, (ii) apply an amount equal to the aggregate Purchase Price for the
shares of Common Stock to be issued under the related Stock Purchase Contracts
on the applicable Stock Purchase Date in full satisfaction of such Holders'
obligations to pay the Purchase Price under the related Stock Purchase
Contracts, and (iii) promptly remit the remaining portion of such Proceeds to
the Stock Purchase Contract Agent for payment to the Holders of Normal Common
Equity Units, in accordance with their respective interests and the Stock
Purchase Contract Agreement. With respect to Separate Trust Preferred
Securities, any Proceeds of such Remarketing (after deducting any Remarketing
Fee in accordance with the Remarketing Agreement) attributable to

                                       22
<PAGE>

the Separate Trust Preferred Securities will be remitted to the Custodial Agent
for payment to the holders of Separate Trust Preferred Securities. In the event
of a Final Failed Remarketing, the Pledged Trust Preferred Securities shall
remain credited to the Collateral Account and Section 5.07 shall apply.

            SECTION 7.04. Substitutions.

            Whenever a Holder has the right to substitute Treasury Securities,
Trust Preferred Securities or security entitlements for any of them, as the case
may be, for financial assets held in a Collateral Account, such substitution
shall not constitute a novation of the security interest created hereby.

                                  ARTICLE VIII

                    REPRESENTATIONS AND WARRANTIES; COVENANTS

            SECTION 8.01. Representations and Warranties.

            Each Holder from time to time, acting through the Stock Purchase
Contract Agent as attorney-in-fact (it being understood that the Stock Purchase
Contract Agent shall not be liable for any representation or warranty made by or
on behalf of a Holder), hereby represents and warrants to the Collateral Agent
(with respect to such Holder's interest in the Collateral), which
representations and warranties shall be deemed repeated on each day a Holder
Transfers Collateral, that:

            (a) such Holder has the power to grant a security interest in and
      lien on the Collateral;

            (b) such Holder is the sole beneficial owner of the Collateral and,
      in the case of Collateral delivered in physical form, is the sole holder
      of such Collateral and is the sole beneficial owner of, or has the right
      to Transfer, the Collateral it Transfers to the Collateral Agent for
      credit to an applicable Collateral Account, free and clear of any security
      interest, lien, encumbrance, call, liability to pay money or other
      restriction other than the security interest and lien granted under
      Article II hereof;

            (c) upon the Transfer of the Collateral to the Collateral Agent for
      credit to an applicable Collateral Account, the Collateral Agent, for the
      benefit of the Company, will have a valid and perfected first priority
      security interest therein (assuming that any central clearing operation or
      any securities intermediary or other entity not within the control of the
      Holder involved in the Transfer of the Collateral, including the
      Collateral Agent and the Securities Intermediary, gives the notices and
      takes the action required of it hereunder and under applicable law for
      perfection of that interest and assuming the establishment and exercise of
      control pursuant to Article IV hereof); and (d) the execution and
      performance by the Holder of its obligations under this Agreement will not
      result in the creation of any security interest, lien or other encumbrance
      on the Collateral other than the security interest and lien granted under
      Article II hereof or violate any provision of any existing law or
      regulation applicable to it or of any mortgage, charge,

                                       23
<PAGE>

      pledge, indenture, contract or undertaking to which it is a party or which
      is binding on it or any of its assets.

            SECTION 8.02. Covenants.

            The Holders from time to time, acting through the Stock Purchase
Contract Agent as their attorney-in-fact (it being understood that the Stock
Purchase Contract Agent shall not be liable for any covenant made by or on
behalf of a Holder), hereby covenant to the Collateral Agent that for so long as
the Collateral remains subject to the Pledge:

            (a) such Holders will not create or purport to create or allow to
      subsist any mortgage, charge, lien, pledge or any other security interest
      whatsoever over the Collateral or any part of it other than pursuant to
      this Agreement; and

            (b) such Holders will not sell or otherwise dispose (or attempt to
      dispose) of the Collateral or any part of it except for the beneficial
      interest therein, subject to the Pledge hereunder, transferred in
      connection with the Transfer of the Common Equity Units.

                                   ARTICLE IX

                    THE COLLATERAL AGENT, THE CUSTODIAL AGENT
                         AND THE SECURITIES INTERMEDIARY

            It is hereby agreed as follows:

            SECTION 9.01. Appointment, Powers and Immunities.

            The Collateral Agent, the Custodial Agent or the Securities
Intermediary shall act as agent for the Company hereunder with such powers as
are specifically vested in the Collateral Agent, the Custodial Agent or the
Securities Intermediary, as the case may be, by the terms of this Agreement. The
Collateral Agent, the Custodial Agent and Securities Intermediary shall:

            (a) have no duties or responsibilities except those expressly set
      forth in this Agreement and no implied covenants, functions,
      responsibilities, duties, liabilities or obligations shall be inferred
      from this Agreement against the Collateral Agent, the Custodial Agent and
      the Securities Intermediary, nor shall the Collateral Agent, the Custodial
      Agent and the Securities Intermediary be bound by the provisions of any
      agreement by any party hereto beyond the specific terms hereof and none of
      the Collateral Agent, the Custodial Agent or the Securities Intermediary
      shall have any fiduciary relationship to the Holders of the Common Equity
      Units or any other Person;

            (b) not be responsible for any recitals contained in this Agreement,
      or in any certificate or other document referred to or provided for in, or
      received by it under, this Agreement, the Common Equity Units or the Stock
      Purchase Contract Agreement, or for the value, validity, effectiveness,
      genuineness, enforceability or sufficiency of this Agreement (other than
      as against the Collateral Agent, the Custodial Agent or the Securities
      Intermediary, as the case may be), the Common Equity Units, any Collateral
      or

                                       24
<PAGE>

      the Stock Purchase Contract Agreement or any other document referred to or
      provided for herein or therein or for any failure by the Company or any
      other Person (except the Collateral Agent, the Custodial Agent or the
      Securities Intermediary, as the case may be) to perform any of its
      obligations hereunder or thereunder or for the validity, perfection,
      enforceability, priority or, except as expressly required hereby,
      maintenance of any security interest created hereunder;

            (c) not be required to initiate or conduct any litigation or
      collection proceedings hereunder (except pursuant to directions furnished
      under Section 9.02 hereof, subject to Section 9.08 hereof);

            (d) not be responsible for any action taken or omitted to be taken
      by it hereunder or under any other document or instrument referred to or
      provided for herein or in connection herewith or therewith, except for its
      own negligence or willful misconduct; and

            (e) not be required to advise any party as to selling or retaining,
      or taking or refraining from taking any action with respect to, any
      securities or other property deposited hereunder.

            Subject to the foregoing, during the term of this Agreement, the
Collateral Agent, the Custodial Agent and the Securities Intermediary shall take
all reasonable action in connection with the safekeeping and preservation of the
Collateral hereunder as determined by industry standards.

            The Collateral Agent, Securities Intermediary and Custodial Agent
shall only be responsible for transferring money, securities or other property
in accordance with the terms herein to the extent that such money, securities or
other property is credited to the respective Collateral Account.

            No provision of this Agreement shall require the Collateral Agent,
Custodial Agent or the Securities Intermediary to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its
duties or the exercise of any of its rights or powers hereunder. In no event
shall the Collateral Agent, Custodial Agent or the Securities Intermediary be
liable for any amount in excess of the Value of the Collateral.

            SECTION 9.02. Instructions of the Company.

            The Company shall have the right, by one or more written instruments
executed and delivered to the Collateral Agent, to direct the time, method and
place of conducting any proceeding for the realization of any right or remedy
available to the Collateral Agent, or of exercising any power conferred on the
Collateral Agent, or to direct the taking or refraining from taking of any
action authorized by this Agreement; provided, however, that (i) such direction
shall not conflict with the provisions of any law or of this Agreement or
involve the Collateral Agent in personal liability and (ii) the Collateral Agent
shall be indemnified to its satisfaction as provided herein. None of the
Collateral Agent, the Custodial Agent or the Securities Intermediary has any
obligation or responsibility to file any UCC financing or continuation

                                       25
<PAGE>

statements or to take any other actions to create, preserve or maintain the
security interest in the Collateral except as expressly set forth herein.

            SECTION 9.03. Reliance by Collateral Agent, Custodial Agent and
Securities Intermediary.

            Each of the Collateral Agent, the Custodial Agent and the Securities
Intermediary shall be entitled, in the absence of bad faith, to rely
conclusively upon any certification, order, judgment, opinion, notice or other
written communication (including, without limitation, any thereof by e-mail or
similar electronic means, telecopy, telex or facsimile) believed by it to be
genuine and correct and to have been signed or sent by or on behalf of the
proper Person or Persons (without being required to determine the correctness of
any fact stated therein) and consult with and conclusively rely upon advice,
opinions and statements of legal counsel and other experts selected by the
Collateral Agent, the Custodial Agent or the Securities Intermediary, as the
case may be. As to any matters not expressly provided for by this Agreement, the
Collateral Agent, the Custodial Agent and the Securities Intermediary shall in
all cases be fully protected in acting, or in refraining from acting, hereunder
in accordance with instructions given by the Company in accordance with this
Agreement. In the event any instructions are given (other than in writing at the
time of the execution of this Agreement), whether in writing, by telecopier or
otherwise, the Collateral Agent, the Custodial Agent and the Securities
Intermediary are authorized to seek confirmation of such instructions by
telephone call-back to the person or persons designated on Schedule I hereto,
and the Collateral Agent, the Custodial Agent and the Securities Intermediary
may rely upon the confirmations of anyone purporting to be the person or persons
so designated. The persons and telephone numbers for call-backs may be changed
only in writing actually received and acknowledged by the Collateral Agent, the
Custodial Agent and the Securities Intermediary.

            It is understood that the Collateral Agent, the Custodial Agent and
the Securities Intermediary in any funds transfer may rely solely upon any
account numbers or similar identifying number provided by the Company to
identify (i) the beneficiary, (ii) the beneficiary's bank, or (iii) an
intermediary bank. The Collateral Agent, the Custodial Agent and the Securities
Intermediary may apply any of the deposited funds for any payment order it
executes using any such identifying number, even where its use may result in a
Person other than the beneficiary being paid, or the transfer of funds to a bank
other than the beneficiary's bank, or an intermediary bank, designated by the
Company; provided, however, that payment is made to the account as specified by
the Company.

            In each case that the Collateral Agent, Custodial Agent or
Securities Intermediary may or is required hereunder to take any action,
including without limitation to make any determination or judgment, to give
consents, to exercise rights, powers or remedies, to release or sell Collateral
or otherwise to act hereunder, the Collateral Agent, Custodial Agent or
Securities Intermediary may seek direction from the Company. The Collateral
Agent, Custodial Agent or Securities Intermediary 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 from the Company. Unless direction is otherwise
expressly provided herein, if the Collateral Agent, Custodial Agent or
Securities Intermediary shall request direction from the Company with respect to
any action, the Collateral Agent, Custodial Agent or the Securities Intermediary
shall be entitled to refrain from such

                                       26
<PAGE>

action unless and until such agent shall have received direction from the
Company, and the agent shall not incur liability to any Person by reason of so
refraining.

            SECTION 9.04. Certain Rights.

            (a) Whenever in the administration of the provisions of this
      Agreement the Collateral Agent, the Custodial Agent or the Securities
      Intermediary shall deem it necessary or desirable that a matter be proved
      or established prior totaling or suffering any action to be taken
      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 Collateral Agent, the Custodial Agent or the Securities
      Intermediary, be deemed to be conclusively proved and established by a
      certificate signed by one of the Company's officers, and delivered to the
      Collateral Agent, the Custodial Agent or the Securities Intermediary and
      such certificate, in the absence of negligence or bad faith on the part of
      the Collateral Agent, the Custodial Agent or the Securities Intermediary,
      shall be full warrant to the Collateral Agent, the Custodial Agent or the
      Securities Intermediary for any action taken, suffered or omitted by it
      under the provisions of this Agreement upon the faith thereof.

            (b) The Collateral Agent, the Custodial Agent or the Securities
      Intermediary 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, entitlement order, approval or
      other paper or document.

            SECTION 9.05. Merger, Conversion, Consolidation or Succession to
Business.

            Any Person into which the Collateral Agent, the Custodial Agent or
the Securities Intermediary may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Collateral Agent, the Custodial Agent or the
Securities Intermediary shall be a party, or any Person succeeding to all or
substantially all of the corporate trust business of the Collateral Agent, the
Custodial Agent or the Securities Intermediary shall be the successor of the
Collateral Agent, the Custodial Agent or the Securities Intermediary hereunder
without the execution or filing of any paper with any party hereto or any
further act on the part of any of the parties hereto except where an instrument
of transfer or assignment is required by law to effect such succession, anything
herein to the contrary notwithstanding.

            SECTION 9.06. Rights in Other Capacities.

            The Collateral Agent, the Custodial Agent and the Securities
Intermediary and their affiliates may (without having to account therefore to
the Company) accept deposits from, lend money to, make their investments in and
generally engage in any kind of banking, trust or other business with the Stock
Purchase Contract Agent, any other Person interested herein and any Holder of
Common Equity Units (and any of their respective subsidiaries or affiliates) as
if it were not acting as the Collateral Agent, the Custodial Agent or the
Securities Intermediary, as the case may be, and the Collateral Agent, the
Custodial Agent, the Securities Intermediary and

                                       27
<PAGE>

their affiliates may accept fees and other consideration from the Stock Purchase
Contract Agent and any Holder of Common Equity Units without having to account
for the same to the Company; provided that each of the Securities Intermediary,
the Custodial Agent and the Collateral Agent covenants and agrees with the
Company that it shall not accept, receive or permit there to be created in favor
of itself and shall take no affirmative action to permit there to be created in
favor of any other Person, any security interest, lien or other encumbrance of
any kind in or upon the Collateral other than the lien created by the Pledge.

            SECTION 9.07. Non-reliance on Collateral Agent, the Custodial Agent
and Securities Intermediary.

            None of the Securities Intermediary, the Custodial Agent or the
Collateral Agent shall be required to keep itself informed as to the performance
or observance by the Stock Purchase Contract Agent or any Holder of Common
Equity Units of this Agreement, the Stock Purchase Contract Agreement, the
Common Equity Units or any other document referred to or provided for herein or
therein or to inspect the properties or books of the Stock Purchase Contract
Agent or any Holder of Common Equity Units. None of the Collateral Agent, the
Custodial Agent or the Securities Intermediary shall have any duty or
responsibility to provide the Company with any credit or other information
concerning the affairs, financial condition or business of the Stock Purchase
Contract Agent or any Holder of Common Equity Units (or any of their respective
affiliates) that may come into the possession of the Collateral Agent, the
Custodial Agent or the Securities Intermediary or any of their respective
affiliates.

            SECTION 9.08. Compensation and Indemnity.

            The Company agrees to:

            (a) pay the Collateral Agent, the Custodial Agent and the Securities
      Intermediary from time to time such compensation as shall be agreed in
      writing between the Company and the Collateral Agent, the Custodial Agent
      or the Securities Intermediary, as the case may be, for all services
      rendered by them hereunder;

            (b) indemnify and hold harmless the Collateral Agent, the Custodial
      Agent, the Securities Intermediary and each of their respective directors,
      officers, agents and employees (collectively, the "Indemnitees"), from and
      against any and all claims, liabilities, losses, damages, fines, penalties
      and expenses (including reasonable fees and expenses of counsel) and taxes
      (other than those based upon, determined by or measured by the income of
      the Collateral Agent, the Custodial Agent and Securities Intermediary)
      (collectively, "Losses" and individually, a "Loss") that may be imposed
      on, incurred by, or asserted against, the Indemnitees or any of them for
      following any instructions or other directions upon which either the
      Collateral Agent, the Custodial Agent or the Securities Intermediary is
      entitled to rely pursuant to the terms of this Agreement, provided that
      the Collateral Agent, the Custodial Agent or the Securities Intermediary
      has not acted with negligence or engaged in willful misconduct with
      respect to the specific Loss against which indemnification is sought; and

                                       28
<PAGE>

            (c) in addition to and not in limitation of paragraph (b)immediately
      above, indemnify and hold the Indemnitees and each of them harmless from
      and against any and all Losses that may be imposed on, incurred by or
      asserted against, the Indemnitees or any of them in connection with or
      arising out of the Collateral Agent's, the Custodial Agent's or the
      Securities Intermediary's acceptance or performance of its powers and
      duties under this Agreement, provided that the Collateral Agent, the
      Custodial Agent or the Securities Intermediary has not acted with
      negligence or engaged in willful misconduct with respect to the specific
      Loss against which indemnification is sought.

            The provisions of this Section and Section 11.07 shall survive the
resignation or removal of the Collateral Agent, Custodial Agent or Securities
Intermediary and the termination of this Agreement.

            SECTION 9.09. Failure to Act.

            In the event of any ambiguity in the provisions of this Agreement or
any dispute between or conflicting claims by or among the parties hereto or any
other Person with respect to any funds or property deposited hereunder, then at
its sole option, each of the Collateral Agent, the Custodial Agent and the
Securities Intermediary shall be entitled, after prompt notice to the Company
and the Stock Purchase Contract Agent, to refuse to comply with any and all
claims, demands or instructions with respect to such property or funds so long
as such dispute or conflict shall continue, and the Collateral Agent, the
Custodial Agent and the Securities Intermediary shall not be or become liable in
any way to any of the parties hereto for its failure or refusal to comply with
such conflicting claims, demands or instructions. The Collateral Agent, the
Custodial Agent and the Securities Intermediary shall be entitled to refuse to
act until either:

            (a) such conflicting or adverse claims or demands shall have been
      finally determined by a court of competent jurisdiction or settled by
      agreement between the conflicting parties as evidenced in a writing
      satisfactory to the Collateral Agent, the Custodial Agent or the
      Securities Intermediary; or

            (b) the Collateral Agent, the Custodial Agent or the Securities
      Intermediary shall have received security or an indemnity satisfactory to
      it sufficient to save it harmless from and against any and all loss,
      liability or reasonable out-of-pocket expense which it may incur by reason
      of its acting.

            Notwithstanding anything contained herein to the contrary, none of
the Collateral Agent, the Custodial Agent or the Securities Intermediary shall
be required to take any action that is contrary to law or to the terms of this
Agreement, or which would in its opinion subject it or any of its officers,
employees or directors to liability.

            SECTION 9.10. Resignation of Collateral Agent, the Custodial Agent
and Securities Intermediary.

            Subject to the appointment and acceptance of a successor Collateral
Agent, Custodial Agent or Securities Intermediary as provided below:

                                       29
<PAGE>

            (A) the Collateral Agent, the Custodial Agent and the Securities
      Intermediary may resign at any time by giving notice thereof to the
      Company and the Stock Purchase Contract Agent as attorney-in-fact for the
      Holders of Common Equity Units;

            (B) the Collateral Agent, the Custodial Agent and the Securities
      Intermediary may be removed at any time by the Company; and

            (C) if the Collateral Agent, the Custodial Agent or the Securities
      Intermediary fails to perform any of its material obligations hereunder in
      any material respect for a period of not less than 20 days after receiving
      written notice of such failure by the Stock Purchase Contract Agent, and
      such failure shall be continuing, the Collateral Agent, the Custodial
      Agent and the Securities Intermediary may be removed by the Stock Purchase
      Contract Agent, acting at the direction of the Holders of a majority in
      number of the Common Equity Units.

            The Stock Purchase Contract Agent shall promptly notify the Company
of any removal of the Collateral Agent, the Custodial Agent or the Securities
Intermediary pursuant to clause (iii) of this Section 9.10. Upon any such
resignation or removal, the Company shall have the right to appoint a successor
Collateral Agent, Custodial Agent or Securities Intermediary, as the case may
be. If no successor Collateral Agent, Custodial Agent or Securities Intermediary
shall have been so appointed and shall have accepted such appointment within 30
days after the retiring Collateral Agent's, Custodial Agent's or Securities
Intermediary's giving of notice of resignation or the Company's or the Stock
Purchase Contract Agent's giving notice of such removal, then the retiring or
removed Collateral Agent, Custodial Agent or Securities Intermediary may
petition any court of competent jurisdiction, at the expense of the Company, for
the appointment of a successor Collateral Agent, Custodial Agent or Securities
Intermediary. The Collateral Agent, the Custodial Agent and the Securities
Intermediary shall each be a bank, trust company or national banking association
with a combined capital and surplus of at least $50,000,000. Upon the acceptance
of any appointment as Collateral Agent, Custodial Agent or Securities
Intermediary hereunder by a successor Collateral Agent, Custodial Agent or
Securities Intermediary, as the case may be, such successor Collateral Agent,
Custodial Agent or Securities Intermediary, as the case may be, shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as
the case may be, and the retiring Collateral Agent, Custodial Agent or
Securities Intermediary, as the case may be, shall take all appropriate action,
subject to payment of any amounts then due and payable to it hereunder, to
transfer any money and property held by it hereunder (including the Collateral)
to such successor. The retiring Collateral Agent, Custodial Agent or Securities
Intermediary shall, upon such succession, be discharged from its duties and
obligations as Collateral Agent, Custodial Agent or Securities Intermediary
hereunder. After any retiring Collateral Agent's, Custodial Agent's or
Securities Intermediary's resignation hereunder as Collateral Agent, Custodial
Agent or Securities Intermediary, the provisions of this Article IX shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as the Collateral Agent, Custodial Agent or
Securities Intermediary. Any resignation or removal of the Collateral Agent,
Custodial Agent or Securities Intermediary hereunder, at a time when such Person
is acting as the Collateral Agent, Custodial Agent or Securities Intermediary,
shall be deemed for all purposes of this Agreement as the

                                       30
<PAGE>

simultaneous resignation or removal of the Collateral Agent, Securities
Intermediary or Custodial Agent, as the case may be.

            SECTION 9.11. Right to Appoint Agent or Advisor.

            The Collateral Agent, Custodial Agent and Securities Intermediary
each shall have the right to appoint agents or advisors in connection with any
of their respective duties hereunder, and the Collateral Agent, Custodial Agent
and Securities Intermediary shall not be liable for any action taken or omitted
by, or in reliance upon the advice of, such agents or advisors selected in good
faith. The appointment of agents pursuant to Section 9.11 shall be subject to
prior written consent of the Company, which consent shall not be unreasonably
withheld.

            SECTION 9.12. Survival.

            The provisions of this Article IX shall survive termination of this
Agreement and the resignation or removal of the Collateral Agent, the Custodial
Agent or the Securities Intermediary.

            SECTION 9.13. Exculpation.

            Anything contained in this Agreement to the contrary
notwithstanding, in no event shall the Collateral Agent, the Custodial Agent or
the Securities Intermediary or their officers, directors, employees or agents be
liable under this Agreement to any third party for indirect, special, punitive,
or consequential loss or damage of any kind whatsoever, including, but not
limited to, lost profits, whether or not the likelihood of such loss or damage
was known to the Collateral Agent, the Custodial Agent or the Securities
Intermediary, or any of them incurred without any act or deed that is found to
be attributable to negligence or willful misconduct on the part of the
Collateral Agent, the Custodial Agent or the Securities Intermediary.

                                   ARTICLE X

                                    AMENDMENT

            SECTION 10.01. Amendment Without Consent of Holders.

            Without the consent of any Holders, the Company, when duly
authorized by a Board Resolution, the Collateral Agent, the Custodial Agent, the
Securities Intermediary and the Stock Purchase Contract Agent, at any time and
from time to time, may amend this Agreement, in form satisfactory to the
Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary
and the Stock Purchase Contract Agent, to:

            (a) evidence the succession of another Person to the Company and the
      assumption by any such successor of the covenants of the Company;

                                       31
<PAGE>

            (b) evidence and provide for the acceptance of appointment hereunder
      by a successor Collateral Agent, Custodial Agent, Securities Intermediary
      or Stock Purchase Contract Agent;

            (c) add to the covenants of the Company for the benefit of the
      Holders, or surrender any right or power herein conferred upon the
      Company, provided that such covenants or such surrender do not adversely
      affect the validity, perfection or priority of the Pledge created
      hereunder;

            (d) cure any ambiguity (or formal defect) or correct or supplement
      any provisions herein which may be inconsistent with another such
      provisions herein; or

            (e) make any other provisions with respect to such matters or
      questions arising under this Agreement, provided that such action shall
      not adversely affect the interests of the Holders in any material respect.

            SECTION 10.02. Amendment with Consent of Holders.

            With the consent of the Holders of not less than a majority in
number of the Common Equity Units at the time Outstanding, including without
limitation the consent of the Holders obtained in connection with a tender or an
exchange offer, by Act of such Holders delivered to the Company, the Stock
Purchase Contract Agent, the Custodial Agent, the Securities Intermediary and
the Collateral Agent, as the case may be, the Company, when duly authorized by a
Board Resolution, the Stock Purchase Contract Agent, the Collateral Agent, the
Securities Intermediary and the Collateral Agent may amend this Agreement for
the purpose of modifying in any manner the provisions of this Agreement or the
rights of the Holders in respect of the Common Equity Units; provided, however,
that no such supplemental agreement shall, without the unanimous consent of the
Holders of each Outstanding Common Equity Unit:

            (a) change the amount or type of Collateral underlying a Common
      Equity Unit (except for the rights of Holders of Normal Common Equity
      Units to substitute the Treasury Securities for the Pledged Trust
      Preferred Securities or the rights of Holders of Stripped Common Equity
      Units to substitute Trust Preferred Securities, as applicable, for the
      Pledged Treasury Securities), impair the right of the Holder of any Common
      Equity Unit to receive distributions on the underlying Collateral or
      otherwise adversely affect the Holder's rights in or to such Collateral;
      or

            (b) otherwise effect any action that would require the consent of
      the Holder of each Outstanding Common Equity Unit affected thereby
      pursuant to the Stock Purchase Contract Agreement if such action were
      effected by a modification or amendment of the provisions of the Stock
      Purchase Contract Agreement; or

            (c) reduce the percentage of Common Equity Units the consent of
      whose Holders is required for the modification or amendment of the
      provisions of this Agreement;

provided that if any amendment or proposal referred to above would adversely
affect only the Normal Common Equity Units or only the Stripped Common Equity
Units, then only the

                                       32
<PAGE>

affected class of Holders as of the record date for the Holders entitled to vote
thereon will be entitled to vote on such amendment or proposal, and such
amendment or proposal shall not be effective except with the consent of Holders
of not less than a majority of such class; provided further that the unanimous
consent of the Holders of each Outstanding Common Equity Unit of such class
affected thereby shall be required to approve any amendment or proposal
specified in clauses (a) through (c) above.

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

            SECTION 10.03. Execution of Amendments.

            In executing any amendment permitted by this Article, the Collateral
Agent, the Custodial Agent, the Securities Intermediary and the Stock Purchase
Contract Agent shall be entitled to receive and (subject to Section 7.01 of the
Stock Purchase Contract Agreement with respect to the Stock Purchase Contract
Agent) shall be fully authorized and protected in relying upon, an Opinion of
Counsel and an officers' certificate stating that the execution of such
amendment is authorized or permitted by this Agreement and that all conditions
precedent, if any, to the execution and delivery of such amendment have been
satisfied. The Collateral Agent, Custodial Agent, Securities Intermediary and
Stock Purchase Contract Agent may, but shall not be obligated to, enter into any
such amendment which affects their own respective rights, duties or immunities
under this Agreement or otherwise.

            SECTION 10.04. Effect of Amendments.

            Upon the execution of any amendment under this Article, this
Agreement shall be modified in accordance therewith, and such amendment shall
form a part of this Agreement for all purposes; and every Holder of Certificates
theretofore or thereafter authenticated, executed on behalf of the Holders and
delivered under the Stock Purchase Contract Agreement shall be bound thereby.

            SECTION 10.05. Reference of Amendments.

            Certificates authenticated, executed on behalf of the Holders and
delivered after the execution of any amendment pursuant to this Section may, and
shall if required by the Collateral Agent or the Stock Purchase Contract Agent,
bear a notation as to any matter provided for in such amendment. If the Company
shall so determine, new Certificates so modified as to conform, to any such
amendment may be prepared and executed by the Company and authenticated,
executed on behalf of the Holders and delivered by the Stock Purchase Contract
Agent in accordance with the Stock Purchase Contract Agreement in exchange for
Certificates representing Outstanding Common Equity Units.

                                   ARTICLE XI

                                  MISCELLANEOUS

            SECTION 11.01. No Waiver.

                                       33
<PAGE>

            No failure on the part of the Company, the Collateral Agent, the
Custodial Agent, the Securities Intermediary or any of their respective agents
to exercise, and no course of dealing with respect to, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise by the Company, the Collateral
Agent, the Custodial Agent, the Securities Intermediary or any of their
respective agents of any right, power or remedy hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
The remedies herein are cumulative and are not exclusive of any remedies
provided by law.

            SECTION 11.02. Governing Law; Submission to Jurisdiction.

            THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. The Company, the Collateral Agent, the
Custodial Agent, the Securities Intermediary and the Holders from time to time
of the Common Equity Units, acting through the Stock Purchase Contract Agent as
their attorney-in-fact, hereby submit to the nonexclusive jurisdiction of the
United States District Court for the Southern District of New York and of any
New York state court sitting in New York City for the purposes of all legal
proceedings arising out of or relating to this Agreement or the transactions
contemplated hereby. The Company, the Collateral Agent, the Custodial Agent, the
Securities Intermediary and the Holders from time to time of the Common Equity
Units, acting through the Stock Purchase Contract Agent as their
attorney-in-fact, irrevocably waive, to the fullest extent permitted by
applicable law, any objection that they may now or hereafter have to the laying
of the venue of any such proceeding brought in such a court and any claim that
any such proceeding brought in such a court has been brought in an inconvenient
forum.

            SECTION 11.03. Notices.

            All notices, requests, consents and other communications provided
for herein (including, without limitation, any modifications of, or waivers or
consents under, this Agreement) shall be given or made in writing (including,
without limitation, by telecopy) delivered to the intended recipient at the
"Address For Notices" specified below its name on the signature pages hereof or,
as to any party, at such other address as shall be designated by such party in a
notice to the other parties. Except as otherwise provided in this Agreement, all
such communications shall be deemed to have been duly given when transmitted by
telecopy or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.

            SECTION 11.04. Successors and Assigns.

            This Agreement shall be binding upon and inure to the benefit of the
respective successors and assigns of the Company, the Collateral Agent, the
Custodial Agent, the Securities Intermediary and the Stock Purchase Contract
Agent, and the Holders from time to time of the Common Equity Units, by their
acceptance of the same, shall be deemed to have agreed to be bound by the
provisions hereof and to have ratified the agreements of, and the grant of the
Pledge hereunder by, the Stock Purchase Contract Agent.

            SECTION 11.05. Counterparts.

                                       34
<PAGE>

            This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument, and any of
the parties hereto may execute this Agreement by signing any such counterpart.

            SECTION 11.06. Severability.

            If any provision hereof is invalid and unenforceable in any
jurisdiction, then, to the fullest extent permitted by law, (i) the other
provisions hereof shall remain in full force and effect in such jurisdiction and
shall be liberally construed in order to carry out the intentions of the parties
hereto as nearly as may be possible and (ii) the invalidity or unenforceability
of any provision hereof in any jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction.

            SECTION 11.07. Expenses, Etc.

            The Company agrees to reimburse the Collateral Agent, the Custodial
Agent and the Securities Intermediary for:

            (a) all reasonable costs and expenses of the Collateral Agent, the
      Custodial Agent and the Securities Intermediary (including, without
      limitation, the reasonable fees and expenses of counsel to the Collateral
      Agent, the Custodial Agent and the Securities Intermediary), in connection
      with (i) the negotiation, preparation, execution and delivery or
      performance of this Agreement and (ii) any modification, supplement or
      waiver of any of the terms of this Agreement;

            (b) all reasonable costs and expenses of the Collateral Agent, the
      Custodial Agent and the Securities Intermediary (including, without
      limitation, reasonable fees and expenses of counsel) in connection with
      (i) any enforcement or proceedings resulting or incurred in connection
      with causing any Holder of Common Equity Units to satisfy its obligations
      under the Stock Purchase Contracts forming a part of the Common Equity
      Units and (ii) the enforcement of this Section 11.07;

            (c) all transfer, stamp, documentary or other similar taxes,
      assessments or charges levied by any governmental or revenue authority in
      respect of this Agreement or any other document referred to herein and all
      costs, expenses, taxes, assessments and other charges incurred in
      connection with any filing, registration, recording or perfection of any
      security interest contemplated hereby;

            (d) all reasonable fees and expenses of any agent or advisor
      appointed by the Collateral Agent and consented to by the Company under
      Section 9.11 of this Agreement; and

            (e) any other out-of-pocket costs and expenses reasonably incurred
      by the Collateral Agent, the Custodial Agent and the Securities
      Intermediary in connection with the performance of their duties and the
      exercise of their powers hereunder.

            SECTION 11.08. Security Interest Absolute.

                                       35
<PAGE>

            All rights of the Collateral Agent and security interests hereunder,
and all obligations of the Holders from time to time hereunder, shall be
absolute and unconditional irrespective of:

            (a) any lack of validity or enforceability of any provision of the
      Stock Purchase Contracts or the Common Equity Units or any other agreement
      or instrument relating thereto;

            (b) any change in the time, manner or place of payment of, or any
      other term of, or any increase in the amount of, all or any of the
      obligations of Holders of the Common Equity Units under the related Stock
      Purchase Contracts, or any other amendment or waiver of any term of, or
      any consent to any departure from any requirement of, the Stock Purchase
      Contract Agreement or any Stock Purchase Contract or any other agreement
      or instrument relating thereto; or

            (c) any other circumstance which might otherwise constitute a
      defense available to, or discharge of, a borrower, a guarantor or a
      pledgor.

            SECTION 11.09. Notice of Termination Event.

            Upon the occurrence of a Termination Event, the Company shall
deliver written notice to the Stock Purchase Contract Agent, the Collateral
Agent, the Custodial Agent and the Securities Intermediary. Upon the written
request of the Collateral Agent or the Securities Intermediary, the Company
shall inform such party whether or not a Termination Event has occurred.

            SECTION 11.10. Incorporation by Reference.

            In connection with its execution and performance hereunder the Stock
Purchase Contract Agent is entitled to all rights, privileges, protections,
immunities, benefits and indemnities provided to it under the Stock Purchase
Contract Agreement.

                       [SIGNATURES ON THE FOLLOWING PAGE]

                                       36
<PAGE>

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

METLIFE, INC.                       J.P. MORGAN TRUST COMPANY,
                                    NATIONAL ASSOCIATION, as Stock
                                    Purchase Contract Agent and as attorney-in-
                                    fact of the Holders from time to time of the
                                    Common Equity Units

By: /s/ Joseph Prochaska, Jr.       By: /s/ Paul J. Schmalzel
    -----------------------------       ----------------------------------------
    Name:                               Name:  Paul J. Schmalzel
    Title:                              Title: Authorized Signer

Address for Notices:                Address for Notices:

MetLife, Inc.                       Worldwide Securities Services
27-01 Queens Plaza North            4 New York Plaza
Long Island City, New York 11101    15th Floor
Facsimile: (212) 578-0266           New York, New York 10004
Attention: Treasurer                Facsimile: (212) 623-6215
                                    Telephone: (212) 623-5233
                                    Attention: Worldwide Securities Services

JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, as Collateral Agent,
Custodial Agent and Securities
Intermediary

By: /s/ L. O'Brien
    -----------------------------
    Name:  L. O'Brien
    Title: Vice President

Address for Notices

Worldwide Securities Services
4 New York Plaza
15th Floor
New York, New York 10004
Facsimile: (212) 623-6215
Telephone: (212) 623-5233
Attention: Worldwide Securities Services

                                       37
<PAGE>

                                                                       EXHIBIT A

                                   INSTRUCTION
                       FROM STOCK PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT
                   (Creation of Stripped Common Equity Units)

JPMorgan Chase Bank, National Association, as Collateral Agent
Facsimile: (212) 623-5216
Attention: Worldwide Securities Services

Re:         ____________Normal Common Equity Units of MetLife, Inc. (the
            "COMPANY")

            The securities accounts of JPMorgan Chase Bank, National
            Association, as Collateral Agent, maintained by the Securities
            Intermediary and designated "JPMorgan Chase Bank, National
            Association, as Collateral Agent of MetLife, Inc., as pledgee of
            J.P. Morgan Trust Company, National Association, as the Stock
            Purchase Contract Agent on behalf of and as attorney-in-fact for the
            Holders, Series A" (the "SERIES A COLLATERAL ACCOUNT") and "JPMorgan
            Chase Bank, National Association, as Collateral Agent of MetLife,
            Inc., as pledgee of J.P. Morgan Trust Company, National Association,
            as the Stock Purchase Contract Agent on behalf of and as
            attorney-in-fact for the Holders, Series B" (the "SERIES B
            COLLATERAL ACCOUNT")

            Please refer to the Pledge Agreement, dated as of June 21, 2005 (the
"PLEDGE AGREEMENT"), among the Company, you, as Collateral Agent, as Securities
Intermediary and as Custodial Agent and the undersigned, as Stock Purchase
Contract Agent and as attorney-in-fact for the holders of Normal Common Equity
Units from time to time. Capitalized terms used herein but not defined shall
have the meaning set forth in the Pledge Agreement.

            We hereby notify you in accordance with Section 5.02 of the Pledge
Agreement that:

            [Include only if Notice is Delivered Prior to the Initial Stock
Purchase Date the holder of securities named below (the "HOLDER") has elected to
substitute $ ___________ Value of Series A Treasury Securities or security
entitlements with respect thereto in exchange for an equal Value of Pledged
Series A Trust Preferred Securities relating to Normal Common Equity Units and
has delivered to the undersigned a notice stating that the Holder has
Transferred such Treasury Securities or security entitlements with respect
thereto to the Securities Intermediary, for credit to the Series A Collateral
Account.]

            the Holder has elected to substitute $ Value of Series B Treasury
Securities or security entitlements with respect thereto in exchange for an
equal Value of Pledged Series B Trust Preferred Securities relating to Normal
Common Equity Units and has delivered to the undersigned a notice stating that
the Holder has Transferred such Treasury Securities or security

                                      A-1
<PAGE>

entitlements with respect thereto to the Securities Intermediary, for credit to
the Series B Collateral Account.

            We hereby request that you instruct the Securities Intermediary:

            (A) [Include only if Notice is Delivered Prior to the Initial Stock
      Purchase Date Upon confirmation that such Series A Treasury Securities or
      security entitlements thereto have been credited to the Series A
      Collateral Account, to release to the undersigned, on behalf of the Holder
      for distribution to such Holder, an equal Value of Series A Pledged Trust
      Preferred Securities in accordance with Section 5.02 of the Pledge
      Agreement.]

            Upon confirmation that such Series B Treasury Securities or security
entitlements thereto have been credited to the Series B Collateral Account, to
release to the undersigned, on behalf of the Holder for distribution to such
Holder, an equal Value of Series B Pledged Trust Preferred Securities in
accordance with Section 5.02 of the Pledge Agreement.

Date:________________________

                                    J.P. Morgan Trust Company, National
                                      Association, as Stock Purchase Contract
                                      Agent and as attorney-in-fact of the
                                      Holders from time to time of the Common
                                      Equity Units

                                    By:_________________________________________
                                        Name:
                                        Title:

                                      A-2
<PAGE>

Please print name and address of Holder electing to substitute Treasury
Securities or security entitlements with respect thereto for the Pledged Trust
Preferred Securities:

___________________________________  ___________________________________________
              Name                       Social Security or other Taxpayer
                                           Identification Number, if any

___________________________________
            Address

___________________________________
___________________________________

                                      A-3
<PAGE>

                                                                       EXHIBIT B

                                   INSTRUCTION
                              FROM COLLATERAL AGENT
                           TO SECURITIES INTERMEDIARY
                   (Creation of Stripped Common Equity Units)

JPMorgan Chase Bank, National Association
as Securities Intermediary
Facsimile: (212) 623-5216
Attention: Worldwide Securities Services

Re:         ____________ Normal Common Equity Units of MetLife, Inc. (the
            "COMPANY")

            The securities accounts of JPMorgan Chase Bank, National
            Association, as Collateral Agent, maintained by the Securities
            Intermediary and designated "JPMorgan Chase Bank, National
            Association, as Collateral Agent of MetLife, Inc., as pledgee of
            J.P. Morgan Trust Company, National Association, as the Stock
            Purchase Contract Agent on behalf of and as attorney-in-fact for the
            Holders, Series A" (the "SERIES A COLLATERAL ACCOUNT") and "JPMorgan
            Chase Bank, National Association, as Collateral Agent of MetLife,
            Inc., as pledgee of J.P. Morgan Trust Company, National Association,
            as the Stock Purchase Contract Agent on behalf of and as
            attorney-in-fact for the Holders, Series B" (the "SERIES B
            COLLATERAL ACCOUNT")

            Please refer to the Pledge Agreement, dated as of June 21, 2005 (the
"PLEDGE AGREEMENT"), among the Company, you, as Collateral Agent, as Securities
Intermediary and as Custodial Agent and J.P. Morgan Trust Company, National
Association, as Stock Purchase Contract Agent and as attorney-in-fact for the
holders of Normal Common Equity Units from time to time. Capitalized terms used
herein but not defined shall have the meanings set forth in the Pledge
Agreement.

            [If Notice is Delivered Prior to the Initial Stock Purchase Date
When you have confirmed that (i) $      Value of Series A Treasury Securities or
security entitlements thereto has been credited to the Series A Collateral
Account by or for the benefit of             , as Holder of Normal Common Equity
Units (the "HOLDER") and (ii) $           Value of Series B Treasury Securities
or security entitlements thereto has been credited to the Series B Collateral
Account by or for the benefit of the Holder, you are hereby instructed to
release from the Series A Collateral Account an equal Value of Pledged Series A
Trust Preferred Securities or security entitlements with respect thereto and to
release from the Series B Collateral Account an equal Value of Pledged Series B
Trust Preferred Securities or security entitlements with respect thereto,
relating to Normal Common Equity Units of the Holder by Transfer to the Stock
Purchase Contract Agent on behalf of the Holder for distribution to such
Holder.]

                                      B-1
<PAGE>

            [If Notice is Delivered After the Initial Stock Purchase Date: When
you have confirmed that $      Value of Series B Treasury Securities or security
entitlements thereto has been credited to the Series B Collateral Account by or
for the benefit of , as Holder of Normal Common Equity Units (the "HOLDER"), you
are hereby instructed to release to the undersigned, from the Series B
Collateral Account an equal Value of Pledged Series B Trust Preferred Securities
or security entitlements with respect thereto, relating to Normal Common Equity
Units of the Holder by Transfer to the Stock Purchase Contract Agent on behalf
of the Holder for distribution to such Holder.]

Dated: ______________________

                                   JPMorgan Chase Bank, National Association, as
                                      Collateral Agent

                                   By:________________________________________
                                      Name:
                                      Title:

                                      B-2
<PAGE>

Please print name and address of Holder:

___________________________________  ___________________________________________
              Name                       Social Security or other Taxpayer
                                           Identification Number, if any

___________________________________
            Address

___________________________________
___________________________________

                                      B-3
<PAGE>

                                                                       EXHIBIT C
                                   INSTRUCTION
                       FROM STOCK PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT
                   (Recreation of Normal Common Equity Units)

JPMorgan Chase Bank, National Association,
as Securities Intermediary
Facsimile: (212) 623-5216
Attention: Worldwide Securities Services

Re:         _________ Stripped Common Equity Units of MetLife, Inc. (the
            "COMPANY")

            The securities accounts of JPMorgan Chase Bank, National
            Association, as Collateral Agent, maintained by the Securities
            Intermediary and designated "JPMorgan Chase Bank, National
            Association, as Collateral Agent of MetLife, Inc., as pledgee of
            J.P. Morgan Trust Company, National Association, as the Stock
            Purchase Contract Agent on behalf of and as attorney-in-fact for the
            Holders, Series A" (the "SERIES A COLLATERAL ACCOUNT") and "JPMorgan
            Chase Bank, National Association, as Collateral Agent of MetLife,
            Inc., as pledgee of J.P. Morgan Trust Company, National Association,
            as the Stock Purchase Contract Agent on behalf of and as
            attorney-in-fact for the Holders, Series B" (the "SERIES B
            COLLATERAL ACCOUNT")

            Please refer to the Pledge Agreement dated as of June 21, 2005 (the
"PLEDGE AGREEMENT"), among the Company, you, as Collateral Agent, as Securities
Intermediary, as Custodial Agent and the undersigned, as Stock Purchase Contract
Agent and as attorney-in-fact for the holders of Stripped Common Equity Units
from time to time. Capitalized terms used herein but not defined shall have the
meaning set forth in the Pledge Agreement.

            [If Notice is Delivered Prior to the Initial Stock Purchase Date: We
hereby notify you in accordance with Section 5.03 of the Pledge Agreement that
the holder of securities named below (the "HOLDER") has elected to substitute
(i) $      Value of Series A Trust Preferred Securities or security entitlements
with respect thereto in exchange for an equal Value of Pledged Series A Treasury
Securities with respect to Stripped Common Equity Units and has delivered to the
undersigned a notice stating that the Holder has Transferred such Series A Trust
Preferred Securities or security entitlements with respect thereto to the
Securities Intermediary, for credit to the Series A Collateral Account; and (ii)
$      Value of Series B Trust Preferred Securities or security entitlements
with respect thereto in exchange for an equal Value of Pledged Series B Treasury
Securities with respect to      Stripped Common Equity Units and has delivered
to the undersigned a notice stating that the Holder has Transferred such Series
B Trust Preferred Securities or security entitlements with respect thereto to
the Securities Intermediary, for credit to the Series B Collateral Account;

                                      C-1
<PAGE>

            [If Notice is Delivered After the Initial Stock Purchase Date: We
hereby notify you in accordance with Section 5.03 of the Pledge Agreement that
the holder of securities named below (the "HOLDER") has elected to substitute
$      Value of Series B Trust Preferred Securities or security entitlements
with respect thereto in exchange for an equal Value of Pledged Series B Treasury
Securities with respect to Stripped Common Equity Units and has delivered to the
undersigned a notice stating that the Holder has Transferred such Series B Trust
Preferred Securities or security entitlements with respect thereto to the
Securities Intermediary, for credit to the Series B Collateral Account.]

            We hereby request that you instruct the Securities Intermediary,
upon confirmation that such Trust Preferred Securities or security entitlements
with respect thereto have been credited to the Collateral Account, to release to
the undersigned, on behalf of such Holder for distribution to such Holder, an
equal Value of Series A Treasury Securities and an equal Value of Series B
Treasury Securities in accordance with Section 5.03 of the Pledge Agreement.

Dated: ______________________

                                   J.P. Morgan Trust Company, National
                                   Association, as Stock Purchase Contract
                                   Agent

                                   By:________________________________________
                                      Name:
                                      Title:

                                      C-2
<PAGE>

Please print name and address of Holder electing to substitute Trust Preferred
Securities or security entitlements with respect thereto for Pledged Treasury
Securities:

___________________________________  ___________________________________________
              Name                       Social Security or other Taxpayer
                                           Identification Number, if any

___________________________________
            Address

___________________________________
___________________________________

                                      C-3
<PAGE>

                                                                       EXHIBIT D
                                   INSTRUCTION
                              FROM COLLATERAL AGENT
                           TO SECURITIES INTERMEDIARY
                   (Recreation of Normal Common Equity Units)

JPMorgan Chase Bank, National Association,
as Securities Intermediary
Facsimile: (212) 623-5216
Attention: Worldwide Securities Services

Re:         __________ Stripped Common Equity Units of MetLife, Inc. (the
            "COMPANY")

            The securities accounts of JPMorgan Chase Bank, National
            Association, as Collateral Agent, maintained by the Securities
            Intermediary and designated "JPMorgan Chase Bank, National
            Association, as Collateral Agent of MetLife, Inc., as pledgee of
            J.P. Morgan Trust Company, National Association, as the Stock
            Purchase Contract Agent on behalf of and as attorney-in-fact for the
            Holders, Series A" (the "SERIES A COLLATERAL ACCOUNT") and "JPMorgan
            Chase Bank, National Association, as Collateral Agent of MetLife,
            Inc., as pledgee of J.P. Morgan Trust Company, National Association,
            as the Stock Purchase Contract Agent on behalf of and as
            attorney-in-fact for the Holders, Series B" (the "SERIES B
            COLLATERAL ACCOUNT")

            Please refer to the Pledge Agreement dated as of June 21, 2005 (the
"PLEDGE AGREEMENT"), among the Company, you, as Securities Intermediary,
Custodial Agent and Collateral Agent and J.P. Morgan Trust Company, National
Association, as Stock Purchase Contract Agent and as attorney-in-fact for the
holders of Normal Common Equity Units from time to time. Capitalized terms used
herein but not defined shall have the meanings set forth in the Pledge
Agreement.

            [If Notice is Delivered Prior to the Initial Stock Purchase Date:
When you have confirmed that (i) $              Value of Series A Trust
Preferred Securities or security entitlements with respect thereto has been
credited to the Series A Collateral Account by or for the benefit of
            , as Holder of Stripped Common Equity Units (the "HOLDER") and (ii)
$           Value of Series B Trust Preferred Securities or security
entitlements with respect thereto has been credited to the Series B Collateral
Account by or for the benefit of Holder you are hereby instructed to release
from the Series A Collateral Account and the Series B Collateral Account an
equal Value of Series A Treasury Securities, Series B Treasury Securities or
security entitlements with respect thereto relating to Stripped Common Equity
Units of the Holder by Transfer to the Stock Purchase Contract Agent on behalf
of such Holder for distribution to such Holder.]

            [If Notice is Delivered After the Initial Stock Purchase Date: When
you have confirmed that $        Value of Series B Trust Preferred Securities or
security entitlements

                                      D-1
<PAGE>

with respect thereto has been credited to the Series B Collateral Account by or
for the benefit of          , as Holder of Stripped Common Equity Units (the
"HOLDER"), you are hereby instructed to release from the Series B Collateral
Account an equal Value of Series B Treasury Securities or security entitlements
with respect thereto relating to Stripped Common Equity Units of the Holder by
Transfer to the Stock Purchase Contract Agent on behalf of such Holder for
distribution to such Holder.]

Dated:

                                   JPMorgan Chase Bank, National Association, as
                                        Collateral Agent By:

                                   By:________________________________________
                                        Name:
                                        Title:

                                      D-2
<PAGE>

Please print name and address of Holder:


___________________________________  ___________________________________________
              Name                       Social Security or other Taxpayer
                                           Identification Number, if any

___________________________________
            Address

___________________________________
___________________________________

                                      D-3
<PAGE>

                                                                       EXHIBIT E

                    NOTICE OF CASH SETTLEMENT FROM COLLATERAL
                     AGENT TO STOCK PURCHASE CONTRACT AGENT
                            (Cash Settlement Amounts)

J.P. Morgan Trust Company, National Association, as Stock
Purchase Contract Agent
Facsimile: (212) 623-5216
Attention: Worldwide Securities Services

Re:  _________ Normal Common Equity Units of MetLife, Inc. (the "COMPANY")

     _________ Stripped Common Equity Units of the Company

            Please refer to the Pledge Agreement dated as of June 21, 2005 (the
"PLEDGE AGREEMENT"), by and among you, the Company, and the undersigned, as
Collateral Agent, Custodial Agent and Securities Intermediary. Unless otherwise
defined herein, terms defined in the Pledge Agreement are used herein as defined
therein.

            In accordance with Section 5.05(c) of the Pledge Agreement, we
hereby notify you that as of 5:00 p.m. (New York City time) on the fourth
Business Day immediately preceding { } (the "[INITIAL][SUBSEQUENT] STOCK
PURCHASE DATE"), we have received (i) $___________ in immediately available
funds paid with respect to the Cash Settlement of ___________ Normal Common
Equity Units, and (ii) based on the funds received set forth in clause (i)
above, an aggregate liquidation amount of $___________ of Pledged [Series
A][Series B] Trust Preferred Securities are to be tendered for purchase in the
Remarketing.

Dated:

                                   JPMorgan Chase Bank, National Association, as
                                        Collateral Agent

                                   By:_________________________________________
                                        Name:
                                        Title:

                                      E-1
<PAGE>

                                                                       EXHIBIT F

                    INSTRUCTION TO CUSTODIAL AGENT REGARDING
                                   REMARKETING

JPMorgan Chase Bank, National Association
The Custodial Agent
Facsimile: (212) 623-5216
Attention: Worldwide Securities Services

Re: Trust Preferred Securities of [MetLife Capital Trust II][MetLife Capital
    Trust III]

            The undersigned hereby notifies you in accordance with Section
5.07(c) of the Pledge Agreement, dated as of June 21, 2005 (the "PLEDGE
AGREEMENT"), among MetLife, Inc. (the "Company"), you, as Collateral Agent,
Custodial Agent and Securities Intermediary and J.P. Morgan Trust Company,
National Association, as the Stock Purchase Contract Agent and as
attorney-in-fact for the holders of Normal Common Equity Units from time to
time, that the undersigned elects to deliver $__________ aggregate liquidation
amount of Separate [Series A] [Series B] Trust Preferred Securities for delivery
to the Remarketing Agent on or prior to 5:00 p.m. (New York City time) on the
fifth Business Day immediately preceding the applicable Remarketing Date for
remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned
will, upon request of the Remarketing Agent, execute and deliver any additional
documents deemed by the Remarketing Agent or by the Company to be necessary or
desirable to complete the sale, assignment and transfer of the Separate [Series
A] [Series B] Trust Preferred Securities tendered hereby. Capitalized terms used
herein but not defined shall have the meaning set forth in the Pledge Agreement.

            The undersigned hereby instructs you, upon receipt of the Proceeds
of such remarketing from the Remarketing Agent, to deliver such Proceeds to the
undersigned in accordance with the instructions indicated herein under "A.
Payment Instructions." The undersigned hereby instructs you, in the event of a
Failed Remarketing, upon receipt of the Separate [Series A] [Series B] Trust
Preferred Securities tendered herewith from the Remarketing Agent, to deliver
such Separate [Series A] [Series B] Trust Preferred Securities to the person(s)
and the address(es) indicated herein under "B. Delivery Instructions."

            With this notice, the undersigned hereby (i) represents and warrants
that the undersigned has full power and authority to tender, sell, assign and
transfer the Separate [Series A] [Series B] Trust Preferred Securities tendered
hereby and that the undersigned is the record owner of any [Series A] [Series B]
Trust Preferred Securities tendered herewith in physical form or a participant
in The Depository Trust Company ("DTC") and the beneficial owner of any [Series
A] [Series B] Trust Preferred Securities tendered herewith by book-entry
transfer to your account at DTC, (ii) agrees to be bound by the terms and
conditions of Section 5.07(c) of the Pledge Agreement and (iii) acknowledges and
agrees that after 5:00 p.m. (New York City time) on the fifth Business Day
immediately preceding the Remarketing Date, such election shall become an
irrevocable election to have such Separate [Series A] [Series B] Trust Preferred

                                      F-1
<PAGE>

Securities remarketed in the Remarketing. In the case of a Failed Remarketing,
such Separate [Series A] [Series B] Trust Preferred Securities shall be returned
to the undersigned.

Dated: ________________________________    By: ________________________________
                                               Name:
                                               Title:

                                               Signature Guarantee: ___________

___________________________________  ___________________________________________
              Name                       Social Security or other Taxpayer
                                           Identification Number, if any

___________________________________
            Address

___________________________________
___________________________________

                                      F-2
<PAGE>

A.    PAYMENT INSTRUCTIONS

Proceeds of the remarketing should be paid by check in the name of the person(s)
set forth below and mailed to the address set forth below.

Name (s)

(Please Print)
Address

(Please Print)

(Zip Code)

(Taxpayer Identification or Social Security Number)

B.    DELIVERY INSTRUCTIONS

In the event of a Failed Remarketing, [Series A] [Series B] Trust Preferred
Securities that are in physical form should be delivered to the person(s) set
forth below and mailed to the address set forth below.

Name (s)

(Please Print)
Address

(Please Print)

(Zip Code)

(Tax Identification or Social Security Number)

In the event of a Failed Remarketing, [Series A] [Series B] Trust Preferred
Securities that are in book-entry form should be credited to the account at The
Depository Trust Company set forth below.

___________________________
DTC Account Number

Name of Account Party: ____________________________

                                      F-3
<PAGE>

                                                                       EXHIBIT G

                    INSTRUCTION TO CUSTODIAL AGENT REGARDING
                           WITHDRAWAL FROM REMARKETING

JPMorgan Chase Bank, National Association
The Custodial Agent
Facsimile: (212) 623-5216
Attention: Worldwide Securities Services

Re: Trust Preferred Securities of [MetLife Capital Trust II][MetLife Capital
    Trust III]

            The undersigned hereby notifies you in accordance with Section
5.07(c) of the Pledge Agreement, dated as of June 21, 2005 (the "PLEDGE
AGREEMENT"), among MetLife, Inc. and you, as Collateral Agent, Custodial Agent
and Securities Intermediary, and J.P. Morgan Trust Company, National
Association, as Stock Purchase Contract Agent and as attorney-in-fact for the
holders of Normal Common Equity Units from time to time, that the undersigned
elects to withdraw the $__________ aggregate liquidation amount of Separate
[Series A] [Series B] Trust Preferred Securities delivered to the Custodial
Agent on _________ 200_ for remarketing pursuant to Section 5.07(c) of the
Pledge Agreement. The undersigned hereby instructs you to return such [Series A]
[Series B] Trust Preferred Securities to the undersigned in accordance with the
undersigned's instructions. With this notice, the Undersigned hereby agrees to
be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement.
Capitalized terms used herein but not defined shall have the meaning set forth
in the Pledge Agreement.

Dated: ________________________________    By: ________________________________
                                               Name:
                                               Title:

                                               Signature Guarantee: ___________

___________________________________  ___________________________________________
              Name                       Social Security or other Taxpayer
                                           Identification Number, if any

___________________________________
            Address

___________________________________
___________________________________

                                      G-1
<PAGE>

                                                                      SCHEDULE I

                        Contact Persons for Confirmation

         NAME                                     PHONE NUMBER
         ----                                     ------------
                                        1