<PAGE>

                                                                    EXHIBIT 4.61

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

                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                            METLIFE CAPITAL TRUST III

                                      among

                                 METLIFE, INC.,

                                   as Sponsor,

                J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,

                              as Property Trustee,

                      CHASE BANK USA, NATIONAL ASSOCIATION,

                              as Delaware Trustee,

                 the Administrative Trustees (as named herein),

                 and the several Holders of the Trust Securities

                            Dated as of June 21, 2005

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

<PAGE>

                                                                  EXECUTION COPY

                                  METLIFE, INC.

   Reconciliation and tie between Trust Indenture Act of 1939 and Amended and
            Restated Declaration of Trust dated as of June 21, 2005

<TABLE>
<CAPTION>
 TRUST INDENTURE
   ACT SECTION                                               TRUST AGREEMENT SECTION
   -----------                                               -----------------------
<S>                                                          <C>
Section 310(a)(1)                                            8.7
           (a)(2)                                            8.7
           (a)(3)                                            8.9
           (a)(4)                                            2.7(a)(ii)
           (b)                                               8.8
           (c)                                               Not applicable
Section 311(a)                                               8.13
           (b)                                               8.13
Section 312(a)                                               12.10
           (b)                                               12.10
           (c)                                               5.7
Section 313(a)                                               8.15(a), 8.15(b)
           (b)                                               8.15(b)
           (c)                                               12.8
           (d)                                               8.15(c)
Section 314(a)                                               8.16
           (b)                                               Not applicable
           (c)(1)                                            8.17
           (c)(2)                                            8.17
           (c)(3)                                            Not applicable
           (d)                                               Not applicable
           (e)                                               1.1, "Officers'
                                                             Certificates," 8.17
Section 315(a)                                               8.1(d), (e), 8.3(a)
           (b)                                               8.2,12.8
           (c)                                               8.1(c)
           (d)                                               8.1, 8.3
           (e)                                               12.10
Section 316(a)                                               Not applicable
           (a)(1)(A)                                         Not applicable
           (a)(1)(B)                                         5.14
           (a)(2)                                            Not applicable
           (b)                                               5.14
           (c)                                               6.7
Section 317(a)(1)                                            12.10
           (a)(2)                                            12.10
           (b)                                               5.9, 12.10
Section 318(a)                                               12.10
           (b)                                               12.10
           (c)                                               12.10
</TABLE>

Note: This reconciliation and tie shall not, for any purpose be deemed to be
      part of the Amended and Restated Declaration of Trust.

                                       i

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>
ARTICLE I    DEFINED TERMS

       Section 1.1.     Definitions....................................................................          2

ARTICLE II   CONTINUATION OF THE TRUST

       Section 2.1.     Name...........................................................................         13
       Section 2.2.     Office of the Delaware Trustee; Principal Place of Business....................         13
       Section 2.3.     Initial Contribution of Trust Property; Organizational Expenses................         13
       Section 2.4.     Issuance of the Trust Preferred Securities.....................................         13
       Section 2.5.     Issuance of the Common Securities; Subscription and Purchase Debentures........         14
       Section 2.6.     Trust Agreement................................................................         14
       Section 2.7.     Authorization to Enter into Certain Transactions...............................         14
       Section 2.8.     Assets of Trust................................................................         18
       Section 2.9.     Title to Trust Property........................................................         18

ARTICLE III  PAYMENT ACCOUNT

       Section 3.1.     Payment Account................................................................         19

ARTICLE IV   DISTRIBUTIONS; REDEMPTION

       Section 4.1.     Distributions..................................................................         19
       Section 4.2.     Redemption.....................................................................         21
       Section 4.3.     Subordination of Common Securities.............................................         23
       Section 4.4.     Payment Procedures.............................................................         23
       Section 4.5.     Tax Returns and Reports........................................................         24
       Section 4.6.     Payment of Expenses of the Trust...............................................         24
       Section 4.7.     Payments under Indenture or Pursuant to Direct Actions.........................         24

ARTICLE V    TRUST SECURITIES CERTIFICATES

       Section 5.1.     Initial Ownership..............................................................         24
       Section 5.2.     The Trust Securities Certificates..............................................         25
       Section 5.3.     Execution, Authentication and Delivery of Trust Securities Certificates........         25
       Section 5.4.     Registration of Transfer and Exchange of Trust Preferred Securities
                        Certificates...................................................................         25
       Section 5.5.     Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.............         26
       Section 5.6.     Persons Deemed Holders.........................................................         27
       Section 5.7.     Access to List of Holders' Names and Addresses.................................         27
       Section 5.8.     Maintenance of Office Agency...................................................         27
       Section 5.9.     Appointment of Paying Agent....................................................         27
</TABLE>

                                       ii
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>
       Section 5.10.    Ownership of Common Securities by Sponsor......................................         28
       Section 5.11.    Book-Entry Trust Preferred Securities Certificates; Common Securities
                        Certificate....................................................................         28
       Section 5.12.    Notices to Clearing Agency.....................................................         29
       Section 5.13.    Definitive Trust Preferred Securities Certificates.............................         29
       Section 5.14.    Rights of Holders; Waivers of Past Defaults....................................         30
       Section 5.15.    CUSIP Numbers..................................................................         32
       Section 5.16.    Cancellation...................................................................         32

ARTICLE VI   ACTS OF HOLDERS; MEETINGS; VOTING

       Section 6.1.     Limitations on Voting Rights...................................................         33
       Section 6.2.     Notice of Meetings.............................................................         33
       Section 6.3.     Meetings of Holders of the Trust Preferred Securities..........................         34
       Section 6.4.     Voting Rights..................................................................         34
       Section 6.5.     Proxies........................................................................         34
       Section 6.6.     Holder Action by Written Consent...............................................         34
       Section 6.7.     Record Date for Voting and Other Purposes......................................         35
       Section 6.8.     Acts of Holders................................................................         35
       Section 6.9.     Inspection of Records..........................................................         36
       Section 6.10.    Action With Respect to the Debenture...........................................         36

ARTICLE VII  REPRESENTATIONS AND WARRANTIES

       Section 7.1.     Representations and Warranties of the Property Trustee and the Delaware
                        Trustee........................................................................         36
       Section 7.2.     Representations and Warranties of Sponsor......................................         37

ARTICLE VIII THE TRUSTEES

       Section 8.1.     Certain Duties and Responsibilities............................................         38
       Section 8.2.     Certain Notices................................................................         40
       Section 8.3.     Certain Rights of Property Trustee.............................................         41
       Section 8.4.     Not Responsible for Recitals or Issuance of Securities.........................         43
       Section 8.5.     May Hold Securities............................................................         43
       Section 8.6.     Compensation; Indemnity; Fees..................................................         43
       Section 8.7.     Corporate Property Trustee Required; Eligibility of Trustees and
                        Administrative Trustees........................................................         44
       Section 8.8.     Conflicting Interests..........................................................         45
       Section 8.9.     Co-Trustees and Separate Trustee...............................................         45
       Section 8.10.    Resignation and Removal; Appointment of Successor..............................         46
       Section 8.11.    Acceptance of Appointment by Successor.........................................         48
       Section 8.12.    Merger, Conversion, Consolidation or Succession to Business....................         48
       Section 8.13.    Preferential Collection of Claims Against Sponsor or Trust.....................         48
</TABLE>

                                       iii
<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>
       Section 8.14.    Trustee May File Proofs of Claim...............................................         49
       Section 8.15.    Reports by Property Trustee....................................................         49
       Section 8.16.    Reports to the Property Trustee................................................         50
       Section 8.17.    Evidence of Compliance with Conditions Precedent...............................         50
       Section 8.18.    Number of Trustees.............................................................         50
       Section 8.19.    Delegation of Power............................................................         51
       Section 8.20.    Trust Liabilities..............................................................         51

ARTICLE IX   DISSOLUTION, LIQUIDATION AND MERGER

       Section 9.1.     Dissolution Upon Expiration Date...............................................         51
       Section 9.2.     Early Dissolution..............................................................         51
       Section 9.3.     Dissolution....................................................................         52
       Section 9.4.     Liquidation....................................................................         52
       Section 9.5.     Mergers, Consolidations, Amalgamations or Replacements of Trust................         54

ARTICLE X    REMARKETING AND RESET RATE MECHANICS

       Section 10.1.    Obligation to Conduct Remarketing and Related Requirements.....................         55
       Section 10.2.    Sponsor Decisions in Connection With Remarketing...............................         56
       Section 10.3.    Reset of Distribution Rate in Connection with Remarketings and Related
                        Changes in Terms...............................................................         57
       Section 10.4.    Remarketing Procedures.........................................................         59
       Section 10.5.    Put Right......................................................................         62
       Section 10.6.    Common Securities..............................................................         63

ARTICLE XI   OTHER COMMON EQUITY UNIT RELATED PROVISIONS

       Section 11.1.    Tax Treatment..................................................................         63

ARTICLE XII       MISCELLANEOUS PROVISIONS

       Section 12.1.    Limitation of Rights of Holders................................................         63
       Section 12.2.    Amendment......................................................................         63
       Section 12.3.    Separability...................................................................         65
       Section 12.4.    Governing Law..................................................................         65
       Section 12.5.    Payments Due on Non-Business Day...............................................         65
       Section 12.6.    Successors.....................................................................         66
       Section 12.7.    Headings.......................................................................         66
       Section 12.8.    Reports, Notices and Demands...................................................         66
       Section 12.9.    Agreement Not to Petition......................................................         67
       Section 12.10.   Trust Indenture Act; Conflict with Trust Indenture Act.........................         67
</TABLE>

                                       iv
<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>
Section 12.11.   Acceptance of Terms of Trust Agreement, Guarantee Agreement and Indenture.............         67
Section 12.12.   Counterparts..........................................................................         68
</TABLE>

                                       v

<PAGE>

EXHIBITS:

         Exhibit A - Certificate of Amendment to Certificate of Trust

         Exhibit B - Form of Common Securities Certificate

         Exhibit C - Form of Trust Preferred Securities Certificate

                                       vi

<PAGE>

      AMENDED AND RESTATED DECLARATION OF TRUST (the "Trust Agreement"), dated
as of June 21, 2005 among (i) MetLife, Inc., a Delaware corporation (including
any successors or assigns, the "Sponsor"), (ii) J.P. Morgan Trust Company,
National Association, not in its individual capacity but solely as property
trustee (in such capacity, the "Property Trustee"), (iii) Chase Bank USA,
National Association, a national banking association, as Delaware trustee (in
such capacity, the "Delaware Trustee"), and (iv) Anthony J. Williamson, an
individual, Philip Salmon, an individual and Thomas Curran, an individual, each
of whose address is c/o MetLife, Inc., 27-01 Queens Plaza North, Long Island
City, New York 11101 (each, an "Administrative Trustee," and collectively, the
"Administrative Trustees") (the Property Trustee, the Delaware Trustee, and the
Administrative Trustees being referred to collectively as the "Trustees"), and
(v) the several Holders, as hereinafter defined.

                                   WITNESSETH

      WHEREAS, the Sponsor and certain of the Trustees have heretofore duly
declared and established a statutory trust (the "Trust") pursuant to the
Delaware Statutory Trust Act (as hereinafter defined) by entering into that
certain Declaration of Trust, dated as of May 17, 2001 (the "Original
Declaration of Trust"), and by the execution and filing with the Secretary of
State of the State of Delaware the Certificate of Trust, filed on May 17, 2001,
as amended, attached as Exhibit A hereto (the "Certificate of Trust"); and

      WHEREAS, certain of the Trustees of the Trust were removed and new
trustees were appointed pursuant to that certain Removal and Appointment of
Trustees of the Trust, dated as of January 16, 2004;

      WHEREAS, certain of the Trustees of the Trust were removed and appointed
pursuant to that certain Removal and Appointment of Trustees of the Trust, dated
as of June 15, 2005;

      WHEREAS, the parties hereto desire to amend and restate the Original
Declaration of Trust in its entirety as set forth herein to provide for, among
other things, (i) the issuance of the Common Securities by the Trust to the
Sponsor, (ii) the issuance of the Trust Preferred Securities by the Trust as a
component of Normal Common Equity Units and their issuance and sale pursuant to
the Underwriting Agreement, and (iii) the acquisition by the Trust from the
Sponsor of all of the right, title and interest in the Debentures;

      NOW THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each party, for the benefit of the
other parties and for the benefit of the Holders, hereby amends and restates the
Original Declaration of Trust in its entirety and agrees as follows:

                                       1
<PAGE>

                                   ARTICLE I
                                  DEFINED TERMS

      Section 1.1 Definitions.

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

      The terms defined in this Article have the meanings assigned to them in
this Article, and include the plural as well as the singular;

      All other terms used herein that are defined in the Trust Indenture Act,
either directly or by reference therein, have the meanings assigned to them
therein;

      The words "include," "includes" and "including" shall be deemed to be
followed by the phrase "without limitation";

      All accounting terms used but not defined herein have the meanings
assigned to them in accordance with United States generally accepted accounting
principles;

      Unless the context otherwise requires, any reference to an "Article," a
"Section" or an "Exhibit" refers to an Article, a Section or an Exhibit, as the
case may be, of or to this Trust Agreement; and

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

      "Accreted Liquidation Amount" means per Trust Security (i) through the
Reset Date, $1,000 (which is also the Initial Liquidation Amount per Trust
Security) and (ii) thereafter, an amount equal to the Accreted Principal Amount
of a Like Amount of Debentures as determined pursuant to the Indenture (changing
as and when such Accreted Principal Amount shall change).

      "Accreted Principal Amount" has the meaning specified in the Supplemental
Indenture.

      "Act" has the meaning specified in Section 6.8.

      "Additional Amount" means, with respect to Trust Securities of a given
Initial Liquidation Amount and/or a given period, the amount of Additional
Interest (as defined in the Indenture) paid by the Sponsor on a Like Amount of
Debentures for such period.

      "Additional Interest" has the meaning specified in the Supplemental
Indenture.

      "Administrative Trustee" means each of the individuals identified as an
"Administrative Trustee" in the preamble to this Trust Agreement solely in such
individual's capacity as Administrative Trustee of the Trust and not in such
individual's individual capacity, or such Administrative Trustee's successor in
interest in such capacity, or any successor trustee appointed as herein
provided.

                                       2
<PAGE>

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

      "Agreement as to Expenses and Liabilities" means the Agreement as to
Expenses and Liabilities, dated as of June 21, 2005 between the Trust and the
Sponsor.

      "Authorized Officer" of any Person means any executive officer of such
Person or any Person authorized by or pursuant to a resolution of the Board of
Directors of such Person.

      "Bankruptcy Event" means, with respect to any Person:

            (a) the entry of a decree or order by a court having jurisdiction in
      the premises judging such Person a bankrupt or insolvent, or approving as
      properly filed a petition seeking reorganization, arrangement,
      adjudication or composition of or in respect of such Person under any
      applicable Federal or State bankruptcy, insolvency, reorganization or
      other similar law, or appointing a receiver, liquidator, assignee,
      trustee, sequestrator (or other similar official) of such Person or of any
      substantial part of its property or ordering the winding up or liquidation
      of its affairs, and the continuance of any such decree or order unstayed
      and in effect for a period of 60 consecutive days; or

            (b) the institution by such Person of proceedings to be adjudicated
      a bankrupt or insolvent, or the consent by it to the institution of
      bankruptcy or insolvency proceedings against it, or the filing by it of a
      petition or answer or consent seeking reorganization or relief under any
      applicable Federal or State bankruptcy, insolvency, reorganization or
      other similar law, or the consent by it to the filing of any such petition
      or to the appointment of a receiver, liquidator, assignee, trustee,
      sequestrator (or similar official) of such Person or of any substantial
      part of its property, or the making by it of an assignment for the benefit
      of creditors, or the admission by it in writing of its inability to pay
      its debts generally as they become due and its willingness to be
      adjudicated a bankrupt, or the taking of corporate action by such Person
      in furtherance of any such action.

      "Bankruptcy Laws" has the meaning specified in Section 12.9.

      "Base Indenture" means the Indenture, dated as of June 21, 2005, between
the Sponsor and the Debenture Trustee.

      "Board of Directors" of any Person means the board of directors (or
equivalent body) of such Person, or, in the case of a limited liability company
issuer of Debentures, the sole member, or a committee designated by the board of
directors (or equivalent body) of such Person (or any such committee), comprised
of one or more members of the board of directors (or equivalent body) of such
Person or officers of such Person, or both.

                                       3
<PAGE>

      "Book-Entry Trust Preferred Securities" means Trust Preferred Securities,
the ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 5.11.

      "Book-Entry Trust Preferred Securities Certificate" means a Trust
Preferred Securities Certificate evidencing ownership of Book-Entry Trust
Preferred Securities.

      "Business Day" means any day other than a Saturday, Sunday, or any other
day on which banking institutions and trust companies in New York City are
permitted or required by any applicable law to close.

      "Certificate of Trust" has the meaning specified in the recitals hereof,
as amended from time to time.

      "Certificate Depository Agreement" means the agreement among the Trust,
the Paying Agent and DTC, as the initial Clearing Agency, dated as of the
Closing Date.

      "Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act. DTC will be the initial Clearing
Agency.

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

      "Closing Date" means the "Closing Date" under the Underwriting Agreement.

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

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

      "Common Equity Unit" has the meaning specified in the Stock Purchase
Contract Agreement.

      "Common Securities Certificate" means a certificate evidencing ownership
of Common Securities, substantially in the form attached as Exhibit B.

      "Common Security" means an undivided beneficial interest in the assets of
the Trust, having an Initial Liquidation Amount of $1,000 and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

      "Common Stock" has the meaning specified in the Stock Purchase Contract
Agreement.

                                       4
<PAGE>

      "Corporate Trust Office" means (i) when used with respect to the Property
Trustee, the office of the Property Trustee at which, at any particular time,
its corporate trust business shall be administered, which office at the date
hereof is located at Worldwide Securities Services, 4 New York Plaza, 15th
Floor, New York, New York 10004, and (ii) when used with respect to the
Debenture Trustee, the office of the Debenture Trustee located at Worldwide
Securities Services, 4 New York Plaza, 15th Floor, New York, New York 10004.

      "Debenture Event of Default" means any "Event of Default" specified in
Section 6.1 of the Supplemental Indenture.

      "Debenture Redemption Date" means, with respect to any Debentures to be
redeemed under the Indenture, the date fixed for redemption of such Debentures
under the Indenture.

      "Debentures" means the $927.8 million initial aggregate principal amount
of the Sponsor's Series B junior subordinated debt securities, due 2040 issued
pursuant to the Indenture (which amount may be increased to $1,067.0 million in
connection with the exercise under the Underwriting Agreement by the
underwriters named therein of their option to buy additional Common Equity
Units).

      "Debenture Stated Date" means February 15, 2040, unless such date is
changed to an earlier date pursuant to Article X.

      "Debenture Trustee" means J.P. Morgan Trust Company, National Association,
not in its individual capacity but solely as trustee under the Indenture, or its
successor in interest in such capacity, or any successor trustee appointed as
provided in the Indenture.

      "Deferral Period" has the meaning specified in the Indenture.

      "Definitive Trust Preferred Securities Certificates" means either or both
(as the context requires) of (i) Trust Preferred Securities Certificates issued
as Book-Entry Trust Preferred Securities Certificates as provided in Section
5.11, and (ii) Trust Preferred Securities Certificates issued in certificated,
fully registered form as provided in Section 5.13.

      "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. Section 3801 et seq., as it may be amended from time
to time.

      "Delaware Trustee" means the Person identified as the "Delaware Trustee"
in the preamble to this Trust Agreement, solely in its capacity as Delaware
Trustee of the Trust and not in its individual capacity, or its successor in
interest in such capacity, or any successor Delaware trustee appointed as herein
provided.

      "Distribution Date" has the meaning specified in Section 4.1(a)(iii).

      "Distribution Period" means each period of time beginning on a
Distribution Date (or the Closing Date in the case of the initial Distribution
Period) and continuing to but not including the next succeeding Distribution
Date.

                                       5
<PAGE>

      "Distribution Rate" means (i) from the Closing Date to but not including
the earlier of (A) the Reset Date and (B) the Scheduled Redemption Date, 4.91%
per annum and (ii) for each Distribution Period commencing on or after the Reset
Date, the Reset Rate as determined in accordance with Article X.

      "Distributions" means amounts payable in respect of the Trust Securities
as provided in Section 4.1.

      "DTC" means The Depository Trust Company.

      "Early Dissolution Event" has the meaning specified in Section 9.2.

      "Event of Default" means any one of the following events (whatever the
reason for such event and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

      (a) the occurrence of a Debenture Event of Default; or

      (b) default by the Trust in the payment of any Distribution when it
becomes due and payable, and continuation of such default for a period of 30
days; or

      (c) default by the Trust in the payment of any Redemption Price of any
Trust Security when it becomes due and payable; or

      (d) default in the performance, or breach, in any material respect, of any
covenant or warranty of the Trustees in this Trust Agreement (other than those
specified in clause (b) or (c) above) and continuation of such default or breach
for a period of 90 days after there has been given, by registered or certified
mail, to the Trustees and to the Sponsor by the Holders of at least 25% in
aggregate Liquidation Amount of the Outstanding Trust Preferred Securities a
written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a "Notice of Default" hereunder; or

      (e) the occurrence of a Bankruptcy Event with respect to the Property
Trustee if a successor Property Trustee has not been appointed within 90 days
thereof.

      "Excess Proceeds Remarketing Amount" means, in connection with a
Remarketing, for each Trust Preferred Security being remarketed an amount equal
to the amount, if any, by which the proceeds of the Remarketing, net of the
Remarketing Agent's Fee, exceed the Par Proceeds Remarketing Amount.

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

      "Expiration Date" has the meaning specified in Section 9.1.

      "Failed Remarketing" means a Remarketing that is not Successful.

                                       6
<PAGE>

      "Federal Reserve" means the Board of Governors of the Federal Reserve
System, as from time to time constituted, or if at any time after the execution
of this Trust Agreement the Federal Reserve is not existing and performing the
duties now assigned to it, then the body performing such duties at such time.

      "Final Failed Remarketing" means the Remarketing on the Third Remarketing
Settlement Date in respect of the Series B Trust Preferred Securities, if such
Remarketing is a Failed Remarketing.

      "Guarantee" means the Guarantee Agreement executed and delivered by the
Sponsor and J.P. Morgan Trust Company, National Association, not in its
individual capacity but solely as guarantee trustee, contemporaneously with the
execution and delivery of this Trust Agreement, for the benefit of the holders
of the Trust Preferred Securities, as amended from time to time.

      "Holder" means a Person in whose name a Trust Security or Trust Securities
are registered in the Securities Register; any such Person shall be deemed to be
a beneficial owner within the meaning of the Delaware Statutory Trust Act.

      "Indenture" means the Base Indenture and the Supplemental Indenture, taken
together.

      "Initial Liquidation Amount" means the stated amount of $1,000 per Trust
Security.

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

      "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

      "Like Amount" means (a) with respect to a redemption of any Trust
Securities, Trust Securities having an Accreted Liquidation Amount equal to the
Accreted Principal Amount of Debentures to be contemporaneously redeemed in
accordance with the Indenture, the proceeds of which will be used to pay the
Redemption Price of such Trust Securities, (b) with respect to a distribution of
Debentures to Holders of Trust Securities in connection with a dissolution or
liquidation of the Trust, Debentures having an Accreted Principal Amount equal
to the Accreted Liquidation Amount of the Trust Securities of the Holder to whom
such Debentures are distributed, and (c) with respect to any distribution of
Additional Amounts to Holders of Trust Securities, Debentures having an Accreted
Principal Amount equal to the Accreted Liquidation Amount of the Trust
Securities in respect of which such distribution is made.

      "Liquidation Date" means the date of the dissolution, winding-up or
dissolution of the Trust pursuant to Section 9.4.

      "Liquidation Distribution" has the meaning specified in Section 9.4(d).

      "Majority in Accreted Liquidation Amount of the Trust Preferred
Securities" or "Majority in Accreted Liquidation Amount of the Common
Securities" means, except as provided by the Trust Indenture Act, Trust
Preferred Securities or Common Securities, as the

                                       7
<PAGE>

case may be, representing more than 50% of the aggregate Accreted Liquidation
Amount of all then Outstanding Trust Preferred Securities or Common Securities,
as the case may be.

      "Normal Common Equity Unit" has the meaning specified in the Stock
Purchase Contract Agreement.

      "Normal Common Equity Unit Certificate" has the meaning specified in the
Stock Purchase Contract Agreement.

      "Officers' Certificate" means, with respect to any Person, a certificate
signed by any two Authorized Officers of such Person. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Trust Agreement shall include:

      (a) a statement by each officer signing the Officers' Certificate that
such officer has read the covenant or condition and the definitions relating
thereto;

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

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

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

      "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for or an employee of the Sponsor or any Affiliate of the Sponsor, who
shall be reasonably satisfactory to the Relevant Trustee.

      "Original Declaration of Trust" has the meaning specified in the recitals
to this Trust Agreement.

      "Outstanding," when used with respect to Trust Securities, means, as of
the date of determination, all Trust Securities theretofore executed and
delivered under this Trust Agreement, except:

      (a) Trust Securities theretofore canceled by the Property Trustee or
delivered to the Property Trustee for cancellation;

      (b) Trust Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Property Trustee or any
Paying Agent; provided that, if such Trust Securities are to be redeemed, notice
of such redemption has been duly given pursuant to this Trust Agreement; and

      (c) Trust Securities that have been paid or in exchange for or in lieu of
which other Trust Preferred Securities have been executed and delivered pursuant
to Sections 5.4, 5.5 and 5.11; provided, however, that in determining whether
the Holders of the requisite Accreted

                                       8
<PAGE>

Liquidation Amount of the Outstanding Trust Preferred Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Trust Preferred Securities owned by the Sponsor, any Trustee, or any Affiliate
of the Sponsor or any Trustee shall be disregarded and deemed not to be
Outstanding, except that (a) in determining whether any Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Trust Preferred Securities that such Trustee
actually knows to be so owned shall be so disregarded, and (b) the foregoing
shall not apply at any time when all of the outstanding Trust Preferred
Securities are owned by the Sponsor, one or more of the Trustees, and/or any
such Affiliate. Trust Preferred Securities so owned that have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Administrative Trustees the pledgee's right so to act with
respect to such Trust Preferred Securities and that the pledgee is not the
Sponsor or any Affiliate of the Sponsor. Notwithstanding the foregoing, Trust
Preferred Securities that are a component of Normal Common Equity Units and
pledged pursuant to the Pledge Agreement shall not be deemed to be not
Outstanding only by reason of such pledge.

      "Owner" means each Person who is the beneficial owner of Book-Entry Trust
Preferred Securities as reflected in the records of the Clearing Agency or, if a
Clearing Agency Participant is not the Owner, then as reflected in the records
of a Person maintaining an account with such Clearing Agency (directly or
indirectly, in accordance with the rules of such Clearing Agency).

      "Par Proceeds Remarketing Amount" means, in connection with a Remarketing,
an amount for each Trust Preferred Securities being remarketed equal to 100% of
its Accreted Liquidation Amount.

      "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.9 and shall initially be J.P. Morgan Trust Company,
National Association.

      "Payment Account" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee (in its corporate capacity and not as
Property Trustee) in its trust department for the benefit of the Holders in
which all amounts paid in respect of the Debentures will be held and from which
the Property Trustee, through the Paying Agent, shall make payments to the
Holders in accordance with Sections 4.1 and 4.2.

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

      "Pledge Agreement" means the Pledge Agreement, dated as of the date
hereof, among the Sponsor, 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 and
attorney-in-fact for the Holders (as defined in the Stock Purchase Contract
Agreement) of the Stock Purchase Contracts, as amended or supplemented from time
to time.

                                       9
<PAGE>

      "Property Trustee" means the Person identified as the "Property Trustee"
in the preamble to this Trust Agreement, solely in its capacity as Property
Trustee of the Trust and not in its individual capacity, or its successor in
interest in such capacity, or any successor property trustee appointed as herein
provided.

      "Put Consideration" has the meaning specified in Section 10.5(a).

      "Put Right" has the meaning specified in Section 10.05(a).

      "Redemption Date" means, with respect to any Trust Security to be
redeemed, the date fixed for such redemption by or pursuant to this Trust
Agreement; provided that each Debenture Redemption Date and the stated maturity
of the Debentures shall be a Redemption Date for a Like Amount of Trust
Securities.

      "Redemption Price" means, with respect to any Trust Security, the Accreted
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, plus the related amount of the premium, if
any, paid by the Sponsor upon the concurrent redemption of a Like Amount of
Debentures.

      "Relevant Trustee" shall have the meaning specified in Section 8.10.

      "Remarketing" means a remarketing of Trust Preferred Securities pursuant
to Article X and the related Remarketing Agreement.

      "Remarketing Agent" means, as to a Remarketing and related Remarketing
Agreement, the remarketing agent and any successor or replacement remarketing
agent appointed by the Sponsor and the Trust pursuant to Section 10.1.

      "Remarketing Agent's Fee" means, as to the Remarketing Agent and a
Remarketing, the fee provided for in the related Remarketing Agreement.

      "Remarketing Agreement" means, with respect to a Remarketing, the
remarketing agreement entered into among the Sponsor, the Trust and the
Remarketing Agent pursuant to Section 10.1 with respect to such Remarketing of
Trust Preferred Securities.

      "Remarketing Date" means, as to a Remarketing Settlement Date, the third
Business Day immediately preceding such Remarketing Settlement Date.

      "Remarketing Purchase Date" means a Reset Date on which the Trust is
required to purchase the Trust Preferred Securities, subject to and in
accordance with Section 10.5.

      "Remarketing Settlement Date" means each of the First Remarketing
Settlement Date, the Second Remarketing Settlement Date, the Third Remarketing
Settlement Date in respect to the Series B Trust Preferred Securities as
specified in the Stock Purchase Contract Agreement.

      "Reset Cap", as of any Remarketing Settlement Date, means the prevailing
market yield, as determined by the Remarketing Agent, of the benchmark U.S.
treasury security having a remaining maturity that most closely corresponds to
the period from such date until the

                                       10
<PAGE>

Scheduled Redemption Date (after giving effect to any change in the Scheduled
Redemption Date being made pursuant to Article X on the Remarketing Settlement
Date if the Remarketing is Successful), plus 350 basis points per annum.

      "Reset Date" means the first date that is a Remarketing Settlement Date on
which a Successful Remarketing occurs.

      "Reset Rate" has the meaning set forth in Section 10.3(a).

      "Responsible Officer" means, with respect to any Trustee, the President,
any Senior Vice President, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, any
Trust Officer or Assistant Trust Officer of such Trustee or any other officer of
such Trustee customarily performing functions similar to those performed by any
of the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of or familiarity with the particular subject.

      "Scheduled Redemption Date" means August 15, 2040 or, if such date is
changed to an earlier date in accordance with Article X, such earlier date.

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

      "Securities Intermediary" has the meaning specified in the Stock Purchase
Agreement.

      "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.4.

      "Separate Trust Preferred Securities" means Trust Preferred Securities
that are no longer a component of Normal Common Equity Units.

      "Sponsor" has the meaning specified in the preamble to this Trust
Agreement.

      "Stock Purchase Contract" has the meaning specified in the Stock Purchase
Contract Agreement.

      "Stock Purchase Contract Agent" means J.P. Morgan Trust Company, National
Association, not in its individual capacity but solely as stock purchase
contract agent and any successor thereto as stock purchase contract agent, under
the Stock Purchase Contract Agreement.

      "Stock Purchase Contract Agreement" means the Stock Purchase Contract
Agreement, dated as of the date hereof, between the Sponsor and the Stock
Purchase Contract Agent, as amended or supplemented from time to time.

      "Stock Purchase Date" has the meaning specified in the Stock Purchase
Contract Agreement.

                                       11
<PAGE>

      "Stripped Common Equity Unit" has the meaning specified in the Stock
Purchase Contract Agreement.

      "Successful" means, as to a Remarketing, that the Remarketing is conducted
in accordance with Article X and the Remarketing Agent finds buyers for all of
the Trust Preferred Securities offered in the Remarketing by 4:00 P.M., New York
City time, on the Remarketing Date.

      "Supplemental Indenture" means the Second Supplemental Indenture to the
Base Indenture, dated as of June 21, 2005, between the Sponsor and the Debenture
Trustee.

      "Time of Delivery" means June 21, 2005.

      "Trust" means the Delaware statutory trust known as "MetLife Capital Trust
III" which was created under the Delaware Statutory Trust Act pursuant to the
Original Declaration of Trust and the filing of the Certificate of Trust, and
continued pursuant to this Trust Agreement.

      "Trust Agreement" means this Amended and Restated Declaration of Trust, as
the same may be modified, amended or supplemented in accordance with the
applicable provisions hereof, including (i) all exhibits, and (ii) for all
purposes of this Trust Agreement and any such modification, amendment or
supplement, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this Trust Agreement and any such modification, amendment or
supplement, respectively.

      "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended,
as in force at the date as of which this Trust Agreement was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date, "Trust Indenture Act" means, to the extent required by any such amendment,
the Trust Indenture Act of 1939, as so amended.

      "Trust Preferred Securities" means the series of securities known as the
"Series B Trust Preferred Securities" of the Trust.

      "Trust Preferred Securities Certificate" means a certificate evidencing
ownership of Trust Preferred Securities, substantially in the form attached as
Exhibit C.

      "Trust Property" means (a) the Debentures, (b) any cash on deposit in, or
owing to, the Payment Account, and (c) all proceeds and rights in respect of the
foregoing and any other property and assets for the time being held or deemed to
be held by the Property Trustee pursuant to the trusts of this Trust Agreement.

      "Trust Securities Certificate" means any one of the Common Securities
Certificates or the Trust Preferred Securities Certificates.

      "Trust Security" means any one of the Common Securities or the Trust
Preferred Securities.

      "Trustees" means, collectively, the Property Trustee, the Delaware
Trustee, and the Administrative Trustees.

                                       12
<PAGE>

      "Underwriting Agreement" means the Underwriting Agreement, dated June 15,
2005, among the Company, the Trust, MetLife Capital Trust II and the several
underwriters named in Schedule I (the "Underwriters") to the Pricing Agreement
dated June 15, 2005 among the Company, the Trust, MetLife Capital Trust III and
the Underwriters.

      "Vice President," when used with respect to the Sponsor, means any duly
appointed vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

                                   ARTICLE II
                            CONTINUATION OF THE TRUST

      SECTION 2.1. Name.

      The trust continued hereby shall be known as "MetLife Capital Trust III"
as such name may be modified from time to time by the Administrative Trustees
following written notice to the Holders and the other Trustees, in which name
the Administrative Trustees and the other Trustees may conduct the business of
the Trust, make and execute contracts and other instruments on behalf of the
Trust and sue and be sued on behalf of the Trust.

      SECTION 2.2. Office of the Delaware Trustee; Principal Place of Business.

      The address of the Delaware Trustee in the State of Delaware is c/o
JPMorgan Chase Bank, 500 Stanton Christiana Road, 3rd Floor/OPS4, Newark, DE
19713, Attention: Worldwide Securities Services, or such other address in the
State of Delaware as the Delaware Trustee may designate by written notice to the
Sponsor, the Property Trustee and the Administrative Trustees. The principal
executive office of the Trust is c/o Chase Bank USA, National Association, 500
Stanton Christiana Road, 3rd Floor/OPS4, Newark, Delaware 19713, Attention:
Institutional Trust Services.

      SECTION 2.3. Initial Contribution of Trust Property; Organizational
Expenses.

      The Trustees acknowledge receipt from the Sponsor in connection with the
Original Declaration of Trust of the sum of $10, which constituted the initial
Trust Property. The Sponsor shall pay organizational expenses of the Trust as
they arise or shall, upon request of any Trustee, promptly reimburse such
Trustee for any such expenses paid by such Trustee. The Sponsor shall not make
any claim upon the Trust Property for the payment of such expenses.

      SECTION 2.4. Issuance of the Trust Preferred Securities.

      On June 15, 2005, the Sponsor, on behalf of the Trust, executed and
delivered the Underwriting Agreement. Contemporaneously with the execution and
delivery of this Trust Agreement, an Administrative Trustee, on behalf of the
Trust, in connection with the execution and delivery on such date of 82,800,000
Normal Common Equity Units to the underwriters named in the Underwriting
Agreement, shall execute in accordance with Section 5.3 and deliver to the
Securities Intermediary a Trust Preferred Securities Certificate, registered in
the name of the Stock Purchase Contract Agent with the form of assignment
attached thereto executed in blank, in an aggregate Initial Liquidation Amount
of $1,035,000,000, against payment of

                                       13
<PAGE>

$1,035,000,000 as the purchase price therefor in immediately available funds,
which funds such Administrative Trustee shall promptly deliver to the Property
Trustee or its designee.

      SECTION 2.5. Issuance of the Common Securities; Subscription and Purchase
Debentures.

      Contemporaneously with the execution and delivery of this Trust Agreement,
an Administrative Trustee, on behalf of the Trust, shall execute in accordance
with Section 5.3 and deliver to the Sponsor a Common Securities Certificate,
registered in the name of the Sponsor, evidencing 32,010 Common Securities
having an aggregate Initial Liquidation Amount of $32,010,000 against payment by
the Sponsor of the purchase price therefor in immediately available funds, which
amount such Administrative Trustee shall promptly deliver to the Property
Trustee or its designee. Contemporaneously therewith, an Administrative Trustee,
on behalf of the Trust, shall subscribe to and purchase from the Sponsor the
Debentures registered in the name of the Trust and having an aggregate initial
principal amount equal to $1,067,010,000 and shall deliver to the Sponsor the
purchase price therefor (being the sum of the amounts delivered to the Property
Trustee pursuant to (i) the second sentence of Section 2.4 and (ii) the first
sentence of this Section 2.5).

      SECTION 2.6. Trust Agreement.

      The exclusive purposes and functions of the Trust are (a) to issue and
sell Trust Securities, (b) to use the proceeds from such sale to acquire the
Debentures, and (c) to engage in those activities necessary or incidental
thereto. The Sponsor hereby appoints the Trustees as trustees of the Trust, to
have all the rights, powers and duties to the extent set forth herein, and the
Trustees hereby accept such appointment. The Property Trustee hereby declares
that it will hold the Trust Property upon and subject to the conditions set
forth herein for the benefit of the Trust and the Holders. The Administrative
Trustees shall have all rights, powers and duties set forth herein and in
accordance with applicable law with respect to accomplishing the purposes of the
Trust. The Delaware Trustee shall be one of the trustees of the Trust for the
sole and limited purpose of fulfilling the requirements of Section 3807(a) of
the Delaware Statutory Trust Act and for taking such actions as are required to
be taken by a Delaware trustee under the Delaware Statutory Trust Act.

      SECTION 2.7. Authorization to Enter into Certain Transactions.

            (a) The Trustees shall conduct the affairs of the Trust in
      accordance with the terms of this Trust Agreement. Subject to the
      limitations set forth in paragraph (b) of this Section, and in accordance
      with the following provisions (i) and (ii), the Trustees shall have the
      authority to enter into all transactions and agreements determined by the
      Trustees to be appropriate in exercising the authority, express or
      implied, otherwise granted to the Trustees under this Trust Agreement, and
      to perform all acts in furtherance thereof, including the following:

                  (i) As among the Trustees, the Administrative Trustees, and
            each of them, shall have the power, duty and authority to act on
            behalf of the Trust with respect to the following matters:

                                       14
<PAGE>

            (A) the issuance and sale of the Trust Securities;

            (B) to cause the Trust to enter into, and to execute, deliver and
      perform on behalf of the Trust the common securities purchase agreement
      and to cause the Trust to enter into, and to execute, deliver and perform
      on behalf of the Trust the Certificate Depository Agreement and such other
      agreements as may be necessary or desirable in connection with the
      purposes and function of the Trust;

            (C) to cause the Trust to execute, deliver and perform its
      obligations under Remarketing Agreements entered into pursuant to Article
      X and, except as otherwise expressly provided in Article X, cause the
      Trust to take such actions with respect to Remarketings as are provided
      for in Article X or as may be necessary or, as determined by the
      Administrative Trustees, useful in connection with Remarketings;

            (D) to cause the Trust to execute, deliver and perform its
      obligations under the Agreement as to Expenses and Liabilities;

            (E) assisting in the registration of the Trust Preferred Securities
      under the Securities Act and under state securities or blue sky laws, and
      the qualification of this Trust Agreement under the Trust Indenture Act;

            (F) assisting in the listing of the Trust Preferred Securities upon
      such securities exchange or exchanges, if any, as shall be determined by
      the Sponsor, with the registration of the Trust Preferred Securities under
      the Exchange Act, if required, and with the preparation and filing of all
      periodic and other reports and other documents pursuant to the foregoing;

            (G) assisting in the sending of notices (other than notices of
      default) and other information regarding the Trust Securities and the
      Debentures to the Holders in accordance with this Trust Agreement;

            (H) the appointment of a Paying Agent and Securities Registrar in
      accordance with this Trust Agreement;

            (I) to the extent provided in this Trust Agreement, the winding up
      of the affairs of and liquidation of the Trust and the execution and
      filing of the certificate of cancellation with the Secretary of State of
      the State of Delaware;

            (J) execution of the Trust Securities on behalf of the Trust in
      accordance with this Trust Agreement;

            (K) execution and delivery of closing certificates, if any, pursuant
      to the Underwriting Agreement and any Remarketing Agreement and
      application for a taxpayer identification number for the Trust;

            (L) unless otherwise required by the Delaware Statutory Trust Act,
      the Trust Indenture Act or other applicable law, to execute on behalf of
      the Trust (either acting

                                       15
<PAGE>

      alone or together with any or all of the Administrative Trustees) any
      documents that the Administrative Trustees have the power to execute
      pursuant to this Trust Agreement;

            (M) the taking of any action incidental to the foregoing as the
      Trustees may from time to time determine is necessary or advisable to give
      effect to the terms of this Trust Agreement; and

            (N) the preparation, execution and filing of the certificate of
      cancellation with the Secretary of State of the State of Delaware.

                  (ii) As among the Trustees, the Property Trustee shall have
            the power, duty and authority to act on behalf of the Trust with
            respect to the following matters:

            (A) the establishment of the Payment Account;

            (B) the receipt of the Debentures;

            (C) to authenticate the Trust Securities Certificates;

            (D) the collection of interest, principal and any other payments or
      instruments (including due bills or promissory notes of the Sponsor
      issuable under or with respect to the Debentures) made in respect of the
      Debentures and the holding of such amounts in the Payment Account;

            (E) the distribution through the Paying Agent of amounts or property
      or instruments (including due bills or promissory notes of the Sponsor
      issuable under or with respect to the Debentures) distributable to the
      Holders in respect of the Trust Securities;

            (F) the exercise of all of the rights, powers and privileges of a
      holder of the Debentures;

            (G) the sending of notices of default and other information
      regarding the Trust Securities and the Debentures to the Holders in
      accordance with this Trust Agreement;

            (H) the distribution of the Trust Property in accordance with the
      terms of this Trust Agreement;

            (I) acting as Paying Agent and/or Security Registrar to the extent
      appointed under this Trust Agreement;

            (J) to the extent provided in this Trust Agreement, the winding up
      of the affairs of and liquidation of the Trust; and

            (K) after an Event of Default (other than under paragraph (b),(c),
      (d) or (e) of the definition of such term if such Event of Default is by
      or with respect to the Property Trustee), and subject to the provisions of
      Article VIII, the taking of any action incidental to the foregoing as is
      necessary or advisable to give effect to the terms of this Trust

                                       16
<PAGE>

      Agreement and protect and conserve the Trust Property for the benefit of
      the Holders (without consideration of the effect of any such action on any
      particular Holder).

      Except as otherwise provided in this Section 2.7(a)(ii), the Property
Trustee shall have none of the duties, liabilities, powers or the authority of
the Administrative Trustees set forth in Section 2.7(a)(i).

            (b) So long as this Trust Agreement remains in effect, the Trust (or
      the Trustees acting on behalf of the Trust, solely in their respective
      capacities as Trustees) shall not undertake any business, activities or
      transactions except as expressly provided herein or contemplated hereby.
      In particular, the Trustees (acting on behalf of the Trust, solely in
      their respective capacities as Trustees) shall not (i) acquire any
      investments or engage in any activities not authorized by this Trust
      Agreement, (ii) sell, assign, transfer, exchange, mortgage, pledge,
      set-off or otherwise dispose of any of the Trust Property or interests
      therein, including to Holders, except as expressly provided herein, (iii)
      take any action that would reasonably be expected to cause the Trust to
      become taxable as a corporation or classified as other than a grantor
      trust for United States Federal income tax purposes, (iv) incur any
      indebtedness for borrowed money or issue any other debt, (v) take or
      consent to any action that would result in the placement of a Lien on any
      of the Trust Property, (vi) invest any proceeds received by the Trust from
      holding the Debentures, but shall distribute all such proceeds to Holders
      of Trust Securities pursuant to the terms of this Trust Agreement and of
      the Trust Securities, (vii) acquire any assets other than the Trust
      Property, (viii) possess any power or otherwise act in such a way as to
      vary the Trust Property, (ix) possess any power or otherwise act in such a
      way as to vary the terms of the Trust Securities in any way whatsoever
      (except to the extent expressly authorized in this Trust Agreement or by
      the terms of the Trust Securities) or (x) issue any securities or other
      evidences of beneficial ownership of, or beneficial interest in, the Trust
      other than the Trust Securities. The Property Trustee shall defend all
      claims and demands of all Persons at any time claiming any Lien on any of
      the Trust Property adverse to the interest of the Trust or the Holders in
      their capacity as Holders.

            (c) In connection with the issuance and sale of the Trust Preferred
      Securities, the Sponsor shall have the right and, if the Sponsor shall
      desire that the actions be taken, the responsibility to assist the Trust
      with respect to, or effect on behalf of the Trust, the following (and any
      actions taken by the Sponsor in furtherance of the following prior to the
      date of this Trust Agreement are hereby ratified and confirmed in all
      respects):

                  (i) the preparation and filing by the Trust with the
            Commission of and the execution on behalf of the Trust of a
            registration statement on the appropriate form in relation to the
            Trust Preferred Securities, including any amendments thereto;

                  (ii) the determination of the states in which to take
            appropriate action to qualify or register for sale all or part of
            the Trust Preferred Securities and the determination of any and all
            such acts, other than actions that must be taken by or on behalf of
            the Trust, and the advice to the Trust of actions they must take on
            behalf of the Trust, and the preparation for execution and filing of
            any documents to be

                                       17
<PAGE>

            executed and filed by the Trust or on behalf of the Trust, as the
            Sponsor deems necessary or advisable in order to comply with the
            applicable laws of any such states;

                  (iii) the preparation for filing by the Trust and execution on
            behalf of the Trust of an application to the New York Stock Exchange
            or any other national stock exchange or the Nasdaq National Market
            or any other automated quotation system for listing upon notice of
            issuance of any Trust Preferred Securities and filing with such
            exchange or self-regulatory organization such notification and
            documents as may be necessary from time to time to maintain such
            listing;

                  (iv) the negotiation of the terms of, and the execution and
            delivery of, the Underwriting Agreement providing for the sale of
            the Trust Preferred Securities; and

                  (v) the taking of any other actions necessary or desirable to
            carryout any of the foregoing activities.

            (d) Notwithstanding anything herein to the contrary, the
      Administrative Trustees are authorized and directed to conduct the affairs
      of the Trust and to operate the Trust so that the Trust will not be deemed
      to be an "investment company" required to be registered under the
      Investment Company Act, and will not be taxable as a corporation or
      classified as other than a grantor trust for United States Federal income
      tax purposes and so that the Debentures will be treated as indebtedness of
      the Sponsor for United States Federal income tax purposes. In this
      connection, the Sponsor and the Administrative Trustees are authorized to
      take any action, not inconsistent with applicable law, the Certificate of
      Trust or this Trust Agreement, that they determine in their discretion to
      be necessary or desirable for such purposes, as long as such action does
      not adversely affect in any material respect the interests of the Holders
      of the Outstanding Trust Preferred Securities. In no event shall the
      Sponsor or the Trustees be liable to the Trust or the Holders for any
      failure to comply with this Section that results from a change in law or
      regulation or in the interpretation thereof.

      SECTION 2.8. Assets of Trust.

      The assets of the Trust shall consist solely of the Trust Property.

      SECTION 2.9. Title to Trust Property.

      Legal title to all Trust Property shall be vested at all times in the
Property Trustee (in its capacity as such) and shall be held and administered by
the Property Trustee in trust for the benefit of the Trust and the Holders in
accordance with this Trust Agreement.

                                       18
<PAGE>

                                  ARTICLE III
                                 PAYMENT ACCOUNT

      SECTION 3.1. Payment Account.

            (a) On or prior to the Closing Date, the Property Trustee shall
      establish the Payment Account. The Property Trustee and its agents shall
      have exclusive control and sole right of withdrawal with respect to the
      Payment Account for the purpose of making deposits in and withdrawals from
      the Payment Account in accordance with this Trust Agreement. All monies
      and other property deposited or held from time to time in the Payment
      Account shall be held by the Property Trustee in the Payment Account for
      the exclusive benefit of the Holders and for distribution as herein
      provided, including (and subject to) any priority of payments provided for
      herein.

            (b) The Property Trustee shall deposit in the Payment Account,
      promptly upon receipt, all payments of principal of or interest on, and
      any other payments or proceeds with respect to, the Debentures. Amounts
      held in the Payment Account shall not be invested by the Property Trustee
      pending distribution thereof.

                                   ARTICLE IV
                            DISTRIBUTIONS; REDEMPTION

      SECTION 4.1. Distributions.

            (a) The Trust Securities represent undivided beneficial interests in
      the Trust Property, and Distributions (including of Additional Amounts)
      will be made on the Trust Securities at the rate and on the dates that
      payments of interest (including Additional Interest, as defined in the
      Indenture) are made on the Debentures. Accordingly:

                  (i) Distributions on the Trust Securities shall be cumulative
            and will accumulate from the Time of Delivery as and when interest
            accrues on the Debentures.

                  (ii) Distributions shall accumulate on the Trust Securities
            for each Distribution Period at the Distribution Rate for such
            Distribution Period.

                  (iii) Distributions payable in cash will be payable quarterly
            in arrears on February 15, May 15, August 15 and November 15 of each
            year, commencing August 15, 2005, to and including the Stock
            Purchase Date, and on and after the Stock Purchase Date,
            Distributions payable in cash, if any, will be payable semi-annually
            on each February 15 and August 15 or May 15 and November 15, as
            applicable, with the first such semi-annual distribution date, if
            any, occurring on a date that is six months after the Stock Purchase
            Date (each such date a "Distribution Date"), in each case subject to
            the Trust having funds available for such Distributions.

                  (iv) For Distribution Periods commencing on or after the Stock
            Purchase Date, Distributions will accrete at the Distribution Rate
            instead of being paid in cash (with the amount of accretion on any
            date for each Trust Security being

                                       19
<PAGE>

            equal to the amount of accretion on a Like Amount of Debentures),
            unless the Sponsor elects to pay interest on the Debentures in cash
            pursuant to Section 10.2 or the Stock Purchase Date is August 15,
            2010 and the Remarketing for settlement on such date is a Failed
            Remarketing.

                  (v) If any date which is otherwise a Distribution Date
            pursuant to paragraph (iii) above is not a Business Day, then the
            payment of cash Distributions on such Distribution Date, if
            applicable, shall be made on the next succeeding day that is a
            Business Day (and without any interest or other payment in respect
            of such delay), with the same force and effect as if made on the
            date on which such payment was originally payable; provided,
            however, that if the next succeeding Business Day is in the next
            succeeding calendar year, then the payment of cash distributions
            shall be made on the immediately preceding Business Day.

                  (vi) Distributions shall be payable in cash on each
            Distribution Date on which the Sponsor is obligated to pay interest
            on the Debentures in cash, and the amount of such cash Distribution
            (net of any withholding tax required by law to be withheld on such
            payments which shall be remitted to the appropriate taxing
            jurisdiction) on the Accredited Liquidation Amount of each Trust
            Security shall equal the amount of interest payable in cash on such
            Distribution Date on a Like Amount of Debentures.

                  IRS Circular 230 disclosure: To ensure compliance with
            requirements imposed by the IRS, we inform you that any U.S. federal
            tax advice contained in this communication (including any
            attachments) is not intended or written to be used, and cannot be
            used, for the purpose of (i) avoiding penalties under the Internal
            Revenue Code or (ii) promoting, marketing or recommending to another
            party any transaction or matter addressed herein.

                  (vii) The amount of Distributions payable for any Distribution
            Period shall include the Additional Amounts, if any.

                  (viii) Distributions on the Trust Securities shall be made by
            the Property Trustee from the Payment Account and shall be payable
            on each Distribution Date only to the extent that the Trust has
            funds then on hand and available in the Payment Account for the
            payment of such Distributions.

            (b) Distributions in cash on the Trust Securities with respect to a
      Distribution Date shall be payable to the Holders thereof as they appear
      on the Securities Register for the Trust Securities at the close of
      business on the relevant record date for such Distribution Date, which
      shall be the first date of the month in which the relevant Distribution
      Date falls. Distributions payable on any Trust Securities that are not
      punctually paid on any Distribution Date will cease to be payable to the
      Person in whose name such Trust Securities are registered on the relevant
      record date, and such defaulted Distribution will instead be payable to
      the Person in whose name such Trust Securities are registered on the
      special record date or other specified date for determining Holders
      entitled to such defaulted interest established in accordance with the
      Indenture.

                                       20
<PAGE>

      SECTION 4.2. Redemption.

            (a) On each Debenture Redemption Date and on the Debenture Stated
      Maturity Date, the Trust will be required to redeem a Like Amount of Trust
      Securities at the Redemption Price.

            (b) Upon receipt of notice of a Debenture Redemption Date, notice of
      redemption of a Like Amount of Trust Securities shall be given by the
      Property Trustee by first-class mail, postage prepaid, mailed not less
      than 30 nor more than 60 days prior to the Redemption Date to each Holder
      of Trust Securities to be redeemed, at such Holder's address appearing in
      the Security Register. All notices of redemption shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price or if the Redemption Price cannot be
            calculated prior to the time the notice is required to be sent, the
            estimate of the Redemption Price together with a statement that it
            is an estimate and that the actual Redemption Price will be
            calculated on the third Business Day prior to the Redemption Date
            (and if an estimate is provided, a further notice shall be sent of
            the actual Redemption Price on the date that such Redemption Price
            is calculated);

                  (iii) the CUSIP number or CUSIP numbers of the Trust Preferred
            Securities affected;

                  (iv) if less than all the Outstanding Trust Securities are to
            be redeemed, the identification and/or the aggregate Liquidation
            Amount of the particular Trust Securities to be redeemed;

                  (v) that on the Redemption Date the Redemption Price will
            become due and payable upon each such Trust Security to be redeemed
            and that Distributions thereon will cease to accumulate on and after
            said date, except as provided in Section 4.2(d) below; and

                  (vi) if the Trust Preferred Securities are not in
            book-entry-only form, the place or places where the Trust Preferred
            Securities Certificates are to be surrendered for the payment of the
            Redemption Price.

            (c) The Trust Securities redeemed on each Redemption Date shall be
      redeemed at the Redemption Price with the proceeds from the
      contemporaneous redemption or payment at the Debenture Stated Maturity
      Date of the Debentures. Redemptions of the Trust Securities shall be made
      and the Redemption Price shall be payable on each Redemption Date only to
      the extent that the Trust has funds then on hand and available in the
      Payment Account for the payment of such Redemption Price.

            (d) If the Property Trustee gives a notice of redemption in respect
      of any Trust Preferred Securities, then, by 12:00 noon, New York City
      time, on the Redemption Date, subject to Section 4.2(c), the Property
      Trustee will, with respect to Book-Entry Trust

                                       21
<PAGE>

      Preferred Securities, irrevocably deposit with the Clearing Agency for
      such Book-Entry Trust Preferred Securities, to the extent available
      therefor, funds sufficient to pay the applicable Redemption Price and will
      give such Clearing Agency irrevocable instructions and authority to pay
      the Redemption Price to the Holders of the Trust Preferred Securities.
      With respect to Trust Preferred Securities that are not Book-Entry Trust
      Preferred Securities, the Property Trustee, subject to Section 4.2(c),
      will irrevocably deposit with the Paying Agent, to the extent available
      therefor, funds sufficient to pay the applicable Redemption Price and will
      give the Paying Agent irrevocable instructions and authority to pay the
      Redemption Price to the Holders of the Trust Preferred Securities upon
      surrender of their Trust Preferred Securities Certificates.
      Notwithstanding the foregoing, Distributions payable on or prior to the
      Redemption Date for any Trust Securities called for redemption shall be
      payable to the Holders of such Trust Securities as they appear on the
      Securities Register for the Trust Securities on the relevant record dates
      for the related Distribution Dates. If notice of redemption shall have
      been given and funds deposited as required, then upon the date of such
      deposit, all rights of Holders holding Trust Securities so called for
      redemption will cease, except the right of such Holders to receive the
      Redemption Price and any Distribution payable in respect of the Trust
      Securities on or prior to the Redemption Date, but without interest, and
      such Trust Securities will cease to be outstanding. In the event that any
      date on which any Redemption Price is payable is not a Business Day, then
      payment of the Redemption Price payable on such date will be made on the
      next succeeding day that is a Business Day (without any interest or other
      payment in respect of any such delay), with the same force and effect as
      if made on such date. In the event that payment of the Redemption Price in
      respect of any Trust Securities called for redemption is improperly
      withheld or refused and not paid either by the Trust or by the Sponsor
      pursuant to the Guarantee, Distributions on such Trust Securities will
      continue to accumulate, as set forth in Section 4.1, from the Redemption
      Date originally established by the Trust for such Trust Securities to the
      date such Redemption Price is actually paid, in which case the actual
      payment date will be the date fixed for redemption for purposes of
      calculating the Redemption Price.

            (e) Subject to Section 4.3(a), if less than all the Outstanding
      Trust Securities are to be redeemed on a Redemption Date, then the
      aggregate Accreted Liquidation Amount of Trust Securities to be redeemed
      shall be allocated pro rata to the Common Securities and the Trust
      Preferred Securities based upon the relative Accreted Liquidation Amounts
      of such classes. The particular Trust Preferred Securities to be redeemed
      shall be selected on a pro rata basis based upon their respective Accreted
      Liquidation Amounts not more than 60 days prior to the Redemption Date by
      the Property Trustee from the Outstanding Trust Preferred Securities not
      previously called for redemption by any method the Property Trustee deems
      fair and appropriate, provided that so long as the Trust Preferred
      Securities are in book-entry-only form, such selection shall be made in
      accordance with the customary procedures for the Clearing Agency for the
      Trust Preferred Securities. The Property Trustee shall promptly notify the
      Securities Registrar in writing of the Trust Preferred Securities selected
      for redemption and, in the case of any Trust Preferred Securities selected
      for partial redemption, the Accreted Liquidation Amount thereof to be
      redeemed. For all purposes of this Trust Agreement, unless the context
      otherwise requires, all provisions relating to the redemption of Trust
      Preferred

                                       22
<PAGE>

      Securities shall relate, in the case of any Trust Preferred Securities
      redeemed or to be redeemed only in part, to the portion of the aggregate
      Liquidation Amount of Trust Preferred Securities that has been or is to be
      redeemed.

      SECTION 4.3. Subordination of Common Securities.

            (a) Payment of Distributions (including any Additional Amounts) on,
      the Redemption Price of, and the Liquidation Distribution in respect of,
      the Trust Securities, as applicable, shall be made, subject to Section
      4.2(e), pro rata among the Common Securities and the Trust Preferred
      Securities based on the Accreted Liquidation Amount of the Trust
      Securities; provided, however, that if on any Distribution Date,
      Redemption Date or Liquidation Date any Event of Default resulting from a
      Debenture Event of Default specified in Section 6.1(a)(1) or 6.1(a)(2) of
      the Supplemental Indenture shall have occurred and be continuing, no
      payment of any Distribution (including any Additional Amounts) on,
      Redemption Price of, or Liquidation Distribution in respect of, any Common
      Security, and no other payment on account of the redemption, liquidation
      or other acquisition of Common Securities, shall be made unless payment in
      full in cash of all accumulated and unpaid Distributions (including any
      Additional Amounts) on all Outstanding Trust Preferred Securities for all
      Distribution Periods terminating on or prior thereto, or in the case of
      payment of the Redemption Price the full amount of such Redemption Price
      on all Outstanding Trust Preferred Securities then called for redemption,
      or in the case of payment of the Liquidation Distribution the full amount
      of such Liquidation Distribution on all Outstanding Trust Preferred
      Securities, shall have been made or provided for, and all funds
      immediately available to the Property Trustee shall first be applied to
      the payment in full in cash of all Distributions (including any Additional
      Amounts) on, or the Redemption Price of, the Trust Preferred Securities
      then due and payable.

            (b) In the case of the occurrence of any Event of Default resulting
      from any Debenture Event of Default, the Holders of the Common Securities
      shall have no right to act with respect to any such Event of Default under
      this Trust Agreement until the effect of all such Events of Default with
      respect to the Trust Preferred Securities have been cured, waived or
      otherwise eliminated. Until all such Events of Default under this Trust
      Agreement with respect to the Trust Preferred Securities have been so
      cured, waived or otherwise eliminated, the Property Trustee shall act
      solely on behalf of the Holders of the Trust Preferred Securities and not
      on behalf of the Holders of the Common Securities, and only the Holders of
      the Trust Preferred Securities will have the right to direct the Property
      Trustee to act on their behalf.

      SECTION 4.4. Payment Procedures.

      Payments of cash Distributions (including any Additional Amounts) in
respect of the Trust Preferred Securities shall, subject to the next succeeding
sentence, be made by check mailed to the address of the Person entitled thereto
as such address shall appear on the Securities Register or, if the Trust
Preferred Securities are held by a Clearing Agency, such Distributions shall be
made to the Clearing Agency by wire transfer of immediately available funds. A
Holder of $1,000,000 or more in aggregate Initial Liquidation Amount of Trust
Preferred Securities may

                                       23
<PAGE>

receive payments of cash Distributions (including any Additional Amounts) by
wire transfer of immediately available funds upon written request to the
Property Trustee not later than the 15th calendar day, whether or not a Business
Day, before the relevant Distribution Date. Payments in respect of the Common
Securities shall be made in such manner as shall be mutually agreed between the
Property Trustee and the Holders of the Common Securities.

      SECTION 4.5. Tax Returns and Reports.

      The Administrative Trustees shall prepare (or cause to be prepared), at
the Sponsor's expense, and file all United States Federal, state and local tax
and information returns and reports required to be filed by or in respect of the
Trust. In this regard, the Administrative Trustees shall (a) prepare and file
(or cause to be prepared and filed) all Internal Revenue Service forms required
to be filed in respect of the Trust in each taxable year of the Trust, and (b)
prepare and furnish (or cause to be prepared and furnished) to each Holder all
Internal Revenue Service forms required to be provided by the Trust. The
Administrative Trustees shall provide the Sponsor and the Property Trustee with
a copy of all such returns and reports promptly after such filing or furnishing.
The Trustees shall comply with United States Federal withholding and backup
withholding tax laws and information reporting requirements with respect to any
payments to Holders under the Trust Securities.

      SECTION 4.6. Payment of Expenses of the Trust.

      The Sponsor shall pay to the Trust, and reimburse the Trust for, the full
amount of any costs, expenses or liabilities of the Trust (other than
obligations of the Trust to pay the Holders of any Trust Preferred Securities or
other similar interests in the Trust the amounts due such Holders pursuant to
the terms of the Trust Preferred Securities or such other similar interests, as
the case may be), including, without limitation, any taxes, duties or other
governmental charges of whatever nature (other than withholding taxes) imposed
on the Trust by the United States or any other taxing authority. Such payment
obligation includes any such costs, expenses or liabilities of the Trust that
are required by applicable law to be satisfied in connection with a dissolution
of the Trust.

      SECTION 4.7. Payments under Indenture or Pursuant to Direct Actions.

      Any amount payable hereunder to any Holder of Trust Preferred Securities
(or any Owner with respect thereto) shall be reduced by the amount of any
corresponding payment such Holder (or Owner) has directly received pursuant to
Section 6.3 of the Supplemental Indenture or Section 5.14 of this Trust
Agreement.

                                   ARTICLE V
                          TRUST SECURITIES CERTIFICATES

      SECTION 5.1. Initial Ownership.

      Upon the formation of the Trust and the contribution by the Sponsor
pursuant to Section 2.3 and until the issuance of the Trust Securities, and at
any time during which no Trust Securities are outstanding, the Sponsor shall be
the sole beneficial owner of the Trust.

                                       24
<PAGE>

      SECTION 5.2. The Trust Securities Certificates.

      The Trust Preferred Securities Certificates shall be issued in minimum
denominations of $1,000 Initial Liquidation Amount and integral multiples of
$1,000 in excess thereof, and the Common Securities Certificates shall be issued
in denominations of $1,000 Initial Liquidation Amount and integral multiples
thereof. The Trust Securities Certificates shall be executed on behalf of the
Trust by manual signature of at least one Administrative Trustee. Trust
Securities Certificates bearing the manual signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Trust or the Property Trustee shall be validly issued, fully paid
and nonassessable undivided beneficial interests in the assets of the Trust, and
entitled to the benefits of this Trust Agreement, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the
delivery of such Trust Securities Certificates or did not hold such offices at
the date of delivery of such Trust Securities Certificates. A transferee of a
Trust Securities Certificate shall become a Holder, and shall be entitled to the
rights and subject to the obligations of a Holder hereunder, upon due
registration of such Trust Securities Certificate in such transferee's name
pursuant to Sections 5.4, 5.11 or 5.13.

      SECTION 5.3. Execution, Authentication and Delivery of Trust Securities
Certificates.

      At the Time of Delivery, at least one of the Administrative Trustees shall
cause Trust Securities Certificates, in an aggregate Liquidation Amount as
provided in Sections 2.4 and 2.5, to be executed on behalf of the Trust and
delivered to or upon the written order of the Sponsor, such written order
executed by one Authorized Officer thereof, without further corporate action by
the Sponsor, in authorized denominations.

      From time to time, an Administrative may deliver Trust Securities
Certificates executed by an Administrative Trustee to the Property Trustee for
authentication, together with a written order executed by an Authorized Officer
of the sponsor for authentication of such Certificates. No Trust Securities
Certificate shall be entitled to any benefit under this Trust Agreement or be
valid or obligatory for any purpose unless there appears on such Trust
Securities Certificate a certificate of authentication substantially in the form
provided for herein executed by an authorized officer of the Property Trustee by
manual signature, and such certificate upon any Trust Securities Certificate
shall be conclusive evidence, and the only evidence, that such Trust Securities
Certificate has been duly authenticated and delivered hereunder.

      SECTION 5.4. Registration of Transfer and Exchange of Trust Preferred
Securities Certificates.

      The Sponsor shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 5.8, a register or registers for the purpose of
registering Trust Securities Certificates and transfers and exchanges of Trust
Preferred Securities Certificates (the "Securities Register") in which the
registrar designated by the Sponsor (the "Securities Registrar"), subject to
such reasonable regulations as it may prescribe, shall provide for the
registration of Trust Preferred Securities Certificates and Common Securities
Certificates (subject to Section 5.10 in the case of the Common Securities
Certificates) and registration of transfers and exchanges of Trust

                                       25
<PAGE>

Preferred Securities Certificates as herein provided. J.P. Morgan Trust Company,
National Association shall be the initial Securities Registrar. The provisions
of Sections 8.1, 8.3 and 8.6 herein shall apply to the Property Trustee also in
its role as Securities Registrar, for so long as the Property Trustee shall act
as Securities Registrar.

      Upon surrender for registration of transfer of any Trust Preferred
Securities Certificate at the office or agency maintained pursuant to Section
5.8, the Administrative Trustees or any one of them shall execute on behalf of
the Trust and deliver, in the name of the designated transferee or transferees,
one or more new Trust Preferred Securities Certificates in authorized
denominations of a like aggregate Initial Liquidation Amount dated the date of
execution by such Administrative Trustee or Trustees. The Securities Registrar
shall not be required to register the transfer of any Trust Preferred Securities
that have been called for redemption during a period beginning at the opening of
business 15 days before the day of selection for such redemption. At the option
of a Holder, Trust Preferred Securities Certificates may be exchanged for other
Trust Preferred Securities Certificates in authorized denominations of the same
class and of a like aggregate Initial Liquidation Amount upon surrender of the
Trust Preferred Securities Certificates to be exchanged at the office or agency
maintained pursuant to Section 5.8.

      Every Trust Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to an Administrative Trustee and the
Securities Registrar duly executed by the Holder or his attorney duly authorized
in writing. Each Trust Preferred Securities Certificate surrendered for
registration of transfer or exchange shall be canceled and subsequently disposed
of by an Administrative Trustee in accordance with such Person's customary
practice.

      No service charge shall be made for any registration of transfer or
exchange of Trust Preferred Securities Certificates, but the Securities
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer or
exchange of Trust Preferred Securities Certificates.

      SECTION 5.5. Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates.

      If (a) any mutilated Trust Securities Certificate shall be surrendered to
the Securities Registrar, or if the Securities Registrar shall receive evidence
to its satisfaction of the destruction, loss or theft of any Trust Securities
Certificate, and (b) there shall be delivered to the Securities Registrar and
the Administrative Trustees such security or indemnity as may be required by
them to save each of them harmless, then in the absence of notice that such
Trust Securities Certificate shall have been acquired by a bona fide purchaser,
the Administrative Trustees, or any one of them, on behalf of the Trust shall
execute and make available for delivery, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust
Securities Certificate of like class, tenor and denomination. In connection with
the issuance of any new Trust Securities Certificate under this Section 5.5, the
Administrative Trustees or the Securities Registrar may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith. Any duplicate Trust Securities Certificate issued
pursuant to this Section shall constitute conclusive evidence of an undivided
beneficial interest in the assets of the Trust corresponding to

                                       26
<PAGE>

that evidenced by the lost, stolen or destroyed Trust Securities Certificate, as
if originally issued, whether or not the lost, stolen or destroyed Trust
Securities Certificate shall be found at any time.

      SECTION 5.6. Persons Deemed Holders.

      The Trustees and the Securities Registrar shall each treat the Person in
whose name any Trust Securities Certificate shall be registered in the
Securities Register as the owner of such Trust Securities Certificate for the
purpose of receiving Distributions and for all other purposes whatsoever, and
none of the Trustees, the Administrative Trustees and the Securities Registrar
shall be bound by any notice to the contrary.

      SECTION 5.7. Access to List of Holders' Names and Addresses.

      Each Holder and each Owner shall be deemed to have agreed not to hold the
Sponsor, the Property Trustee, the Delaware Trustee or the Administrative
Trustees accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.

      SECTION 5.8. Maintenance of Office Agency.

      The Administrative Trustees shall designate an office or offices or agency
or agencies where Trust Preferred Securities Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trustees in respect of the Trust Securities Certificates may be served. The
Administrative Trustees initially designate J.P. Morgan Trust Company, National
Association, Attention: Worldwide Securities Services, as their office and
agency for such purposes. An Administrative Trustee shall give prompt written
notice to the Sponsor, the Property Trustees and to the Holders of any change in
the location of the Securities Register or any such office or agency.

      SECTION 5.9. Appointment of Paying Agent.

      The Paying Agent shall make Distributions to Holders from the Payment
Account and shall report the amounts of such Distributions to the Property
Trustee and the Administrative Trustees. Any Paying Agent shall have the
revocable power to withdraw funds from the Payment Account solely for the
purpose of making the Distributions referred to above. The Property Trustee may
revoke such power and remove the Paying Agent in its sole discretion. The Paying
Agent shall initially be J.P. Morgan Trust Company, National Association. Any
Person acting as Paying Agent shall be permitted to resign as Paying Agent upon
30 days' written notice to the Administrative Trustees and the Property Trustee.
If the Property Trustee shall no longer be the Paying Agent or a successor
Paying Agent shall resign or its authority to act be revoked, the Administrative
Trustees shall appoint a successor (which shall be a bank or trust company) that
is reasonably acceptable to the Sponsor to act as Paying Agent. Such successor
Paying Agent or any additional Paying Agent shall execute and deliver to the
Trustees an instrument in which such successor Paying Agent or additional Paying
Agent shall agree with the Trustees that as Paying Agent, such successor Paying
Agent or additional Paying Agent will hold all sums, if any, held by it for
payment to the Holders in trust for the benefit of the Holders entitled thereto
until such sums shall be paid to such Holders. The Paying Agent shall return all
unclaimed funds to the Property Trustee and upon removal of a Paying Agent such
Paying Agent

                                       27
<PAGE>

shall also return all funds in its possession to the Property Trustee. The
provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Property
Trustee also in its role as Paying Agent, for so long as the Property Trustee
shall act as Paying Agent and, to the extent applicable, to any other paying
agent appointed hereunder. Any reference in this Agreement to the Paying Agent
shall include any co-paying agent unless the context requires otherwise.

      SECTION 5.10. Ownership of Common Securities by Sponsor.

      At the Time of Delivery, the Sponsor shall acquire beneficial and record
ownership of the Common Securities. To the fullest extent permitted by law,
other than a transfer in connection with a consolidation or merger of the
Sponsor into another Person, or any conveyance, transfer or lease by the Sponsor
of its properties and assets substantially as an entirety to any Person pursuant
to Section 10.01 of the Base Indenture, any attempted transfer of the Common
Securities other than to a direct or indirect subsidiary of the Sponsor shall be
void. The Administrative Trustees shall cause each Common Securities Certificate
issued to the Sponsor to contain a legend consistent with this Section 5.10.

      SECTION 5.11. Book-Entry Trust Preferred Securities Certificates; Common
Securities Certificate.

            (a) Trust Preferred Securities Certificates that are no longer a
      component of Normal Common Equity Units and are released from the
      Collateral Account (as defined in the Pledge Agreement), will be issued in
      the form of a typewritten Trust Preferred Securities Certificate or
      Certificates representing Book-Entry Trust Preferred Securities
      Certificates, to be delivered to, or on behalf of, DTC, the initial
      Clearing Agency, by, or on behalf of, the Trust. Such Trust Preferred
      Securities Certificate or Certificates shall initially be registered on
      the Securities Register in the name of Cede & Co., the nominee of the
      initial Clearing Agency, and no Owner will receive a Definitive Trust
      Preferred Securities Certificate representing such Owner's interest in
      such Trust Preferred Securities, except as provided in Section 5.13.
      Except where Definitive Trust Preferred Securities Certificates have been
      issued to the Securities Intermediary or to Owners pursuant to Section
      5.13:

                  (i) the provisions of this Section 5.11(a) shall be in full
            force and effect;

                  (ii) the Securities Registrar and the Trustees shall be
            entitled to deal with the Clearing Agency for all purposes of this
            Trust Agreement relating to the Book-Entry Trust Preferred
            Securities Certificates (including the payment of the Liquidation
            Amount of and Distributions on the Trust Preferred Securities
            evidenced by Book-Entry Trust Preferred Securities Certificates and
            the giving of instructions or directions to Owners of Trust
            Preferred Securities evidenced by Book-Entry Trust Preferred
            Securities Certificates) as the sole Holder of Trust Preferred
            Securities evidenced by Book-Entry Trust Preferred Securities
            Certificates and shall have no obligations to the Owners thereof;

                                       28
<PAGE>

                  (iii) to the extent that the provisions of this Section 5.11
            conflict with any other provisions of this Trust Agreement, the
            provisions of this Section 5.11 shall control; and

                  (iv) the rights of the Owners of the Book-Entry Trust
            Preferred Securities Certificate shall be exercised only through the
            Clearing Agency and shall be limited to those established by law and
            agreements between such Owners and the Clearing Agency and/or the
            Clearing Agency Participants. Pursuant to the Certificate Depository
            Agreement, unless and until Definitive Trust Preferred Securities
            Certificates are issued pursuant to Section 5.13, the initial
            Clearing Agency will make book-entry transfers among the Clearing
            Agency Participants and receive and transmit payments on the Trust
            Preferred Securities to such Clearing Agency Participants.

            (b) A single Common Securities Certificate representing the Common
      Securities shall be issued to the Sponsor in the form of a definitive
      Common Securities Certificate.

      SECTION 5.12. Notices to Clearing Agency.

      To the extent that a notice or other communication to the Holders is
required under this Trust Agreement, for so long as Trust Preferred Securities
are represented by a Book-Entry Trust Preferred Securities Certificates, the
Trustee shall give all such notices and communications specified herein to be
given to the Clearing Agency, and shall have no obligations to the Owners.

      SECTION 5.13. Definitive Trust Preferred Securities Certificates.

      The Trust Preferred Securities Certificates issued at the Time of Delivery
and upon the underwriters' exercise of their over-allotment option, as
contemplated by Section 2.4, shall be issued as Definitive Trust Preferred
Securities Certificates in accordance with Section 2.4. Additionally, if (a) the
Sponsor advises the Trustees in writing that the Clearing Agency is no longer
willing or able to properly discharge its responsibilities with respect to the
Trust Preferred Securities Certificates, and the Sponsor is unable to locate a
qualified successor, (b) the Sponsor at its option advises the Trustees in
writing that it elects to terminate the book-entry system through the Clearing
Agency or (c) after the occurrence of a Debenture Event of Default, Owners of
Trust Preferred Securities Certificates representing beneficial interests
aggregating at least a Majority in Accreted Liquidation Amount of the Trust
Preferred Securities advise the Administrative Trustees in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interest of the Owners of Trust Preferred Securities Certificates, then
the Administrative Trustees shall notify the other Trustees and the Clearing
Agency, and the Clearing Agency, in accordance with its customary rules and
procedures, shall notify all Clearing Agency Participants for whom it holds
Trust Preferred Securities of the occurrence of any such event and of the
availability of the Definitive Trust Preferred Securities Certificates to Owners
of such class or classes, as applicable, requesting the same. Upon surrender to
the Administrative Trustees of the typewritten Trust Preferred Securities
Certificate or Certificates representing the Book-Entry Trust Preferred
Securities Certificates by the Clearing Agency, accompanied by registration
instructions, the Administrative Trustees, or any

                                       29
<PAGE>

one of them, shall execute the Definitive Trust Preferred Securities
Certificates in accordance with the instructions of the Clearing Agency. Neither
the Securities Registrar nor the Trustees shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Trust Preferred Securities Certificates, the Trustees shall recognize the
Holders of the Definitive Trust Preferred Securities Certificates as holders of
Trust Securities. The Definitive Trust Preferred Securities Certificates shall
be typewritten, printed, lithographed or engraved or may be produced in any
other manner as is reasonably acceptable to the Administrative Trustees that
meets the requirements of any stock exchange or automated quotation system on
which the Trust Preferred Securities are then listed or approved for trading, as
evidenced by the execution thereof by the Administrative Trustees or any one of
them.

      SECTION 5.14. Rights of Holders; Waivers of Past Defaults.

            (a) The legal title to the Trust Property is vested exclusively in
      the Property Trustee (in its capacity as such) in accordance with Section
      2.9, and the Holders shall not have any right or title therein other than
      the undivided beneficial interest in the assets of the Trust conferred by
      their Trust Securities and they shall have no right to call for any
      partition or division of property, profits or rights of the Trust except
      as described below. The Trust Securities shall be personal property giving
      only the rights specifically set forth therein and in this Trust
      Agreement. The Trust Preferred Securities shall have no preemptive or
      similar rights and when issued and delivered to Holders against payment of
      the purchase price therefor will be fully paid and nonassessable undivided
      beneficial interests in the assets of the Trust. The Holders of the Trust
      Securities, in their capacities as such, shall be entitled to the same
      limitation of personal liability extended to stockholders of private
      corporations for profit organized under the General Corporation Law of the
      State of Delaware.

            (b) For so long as any Trust Preferred Securities remain
      Outstanding, if, upon a Debenture Event of Default, the Debenture Trustee
      fails or the holders of not less than 25% in aggregate principal amount of
      the outstanding Debentures fail to declare the principal of all of the
      Debentures to be immediately due and payable, the Property Trustee or the
      Holders of at least 25% in Accreted Liquidation Amount of the Trust
      Preferred Securities then Outstanding shall have the right to make such
      declaration by a notice in writing to the Sponsor, the Debenture Trustee
      and the Property Trustee, in the case of notice by the Holders of the
      Trust Preferred Securities, or to the Sponsor, the Debenture Trustee and
      the Holders of the Trust Preferred Securities, in the case of notice by
      the Property Trustee, and upon any such declaration such principal amount
      of and the accrued interest on all of the Debentures shall become
      immediately due and payable, provided that the payment of principal and
      interest on such Debentures shall remain subordinated to the extent
      provided in the Indenture.

      At any time after a declaration of acceleration with respect to the
Debentures has been made and before a judgment or decree for payment of the
money due has been obtained by the Debenture Trustee as in the Indenture
provided, the Holders of at least a Majority in Accreted Liquidation Amount of
the Trust Preferred Securities, by written notice to the Property Trustee,

                                       30
<PAGE>

the Sponsor and the Debenture Trustee, may rescind and annul such declaration
and its consequences if:

                  (i) the Sponsor has paid or deposited with the Debenture
            Trustee a sum sufficient to pay

            (A) all overdue installments of interest on all of the Debentures,

            (B) any accrued Additional Interest (as defined in the Indenture) on
      all of the Debentures,

            (C) the principal of (and premium, if any, on) any Debentures that
      have become due otherwise than by such declaration of acceleration and
      interest and Additional Interest (as defined in the Indenture) thereon at
      the rate borne by the Debentures, and

            (D) all sums paid or advanced by the Debenture Trustee under the
      Indenture and all amounts due to the Debenture Trustee under Section 7.06
      of the Base Indenture and to the Property Trustee under Section 8.6
      hereof; and

                  (ii) all Events of Default with respect to the Debentures,
            other than the non-payment of the principal of the Debentures that
            has become due solely by such acceleration, have been cured or
            waived as provided in Section 6.08 of the Base Indenture.

      The Holders of at least a Majority in Accreted Liquidation Amount of the
Trust Preferred Securities may, on behalf of the Holders of all the Trust
Preferred Securities, waive any past default under the Indenture, except a
default in the payment of principal or interest (unless such default has been
cured and a sum sufficient to pay all matured installments of interest and
principal due otherwise than by acceleration has been deposited with the
Debenture Trustee) or a default in respect of a covenant or provision that under
the Indenture cannot be modified or amended without the consent of the holder of
each outstanding Debenture. No such rescission shall affect any subsequent
default or impair any right consequent thereon.

      Upon receipt by the Property Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, by Holders of any part of the
Trust Preferred Securities a record date shall be established for determining
Holders of Outstanding Trust Preferred Securities entitled to join in such
notice, which record date shall be at the close of business on the day the
Property Trustee receives such notice. The Holders on such record date, or their
duly designated proxies, and only such Persons, shall be entitled to join in
such notice, whether or not such Holders remain Holders after such record date;
provided that, unless such declaration of acceleration, or rescission and
annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having joined in such notice prior to the day that is 90
days after such record date, such notice of declaration of acceleration, or
rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such 90-day period, a new written notice of declaration of
acceleration, or rescission and annulment thereof, as the case may be, that is
identical to a written

                                       31
<PAGE>

notice that has been canceled pursuant to the proviso to the preceding sentence,
in which event a new record date shall be established pursuant to the provisions
of this Section 5.14(b).

            (c) For so long as any Trust Preferred Securities remain
      Outstanding, to the fullest extent permitted by law and subject to the
      terms of this Trust Agreement and the Indenture, upon a Debenture Event of
      Default specified in Section 6.1(a)(1) or 6.1(a)(2) of the Supplemental
      Indenture, any Holder of Trust Preferred Securities shall have the right
      to institute a proceeding directly against the Sponsor, pursuant to
      Section 6.02 of the Base Indenture, for enforcement of payment to such
      Holder of any amounts payable in respect of a Like Amount of Debentures (a
      "Direct Action"). Except as set forth in Section 5.14(b) and this Section
      5.14(c), the Holders of Trust Preferred Securities shall have no right to
      exercise directly any right or remedy available to the holders of, or in
      respect of, the Debentures.

            (d) Except as otherwise provided in paragraphs (a), (b) and (c) of
      this Section 5.14, the Holders of at least a Majority in Accreted
      Liquidation Amount of the Trust Preferred Securities may, on behalf of the
      Holders of all the Trust Preferred Securities, waive any past default or
      Event of Default and its consequences. Upon such waiver, any such default
      or Event of Default shall cease to exist, and any default or Event of
      Default arising there from shall be deemed to have been cured, for every
      purpose of this Trust Agreement, but no such waiver shall extend to any
      subsequent or other default or Event of Default or impair any right
      consequent thereon.

      SECTION 5.15. CUSIP Numbers.

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

      SECTION 5.16. Cancellation.

      All Trust Securities Certificates surrendered upon the transfer of Trust
Preferred Securities or for delivery of Trust Preferred Securities or Treasury
Securities, as the case may be, after the occurrence of a Termination Event or
pursuant to a Cash Settlement, an Early Settlement or a Cash Merger Early
Settlement, or upon the registration of transfer or exchange of a Common Equity
Unit, or a Collateral Substitution or the recreation of a Normal Common Equity
Unit shall, if surrendered to any Person other than the Property Trustee, be
delivered to the Property Trustee along with appropriate written instructions
regarding the cancellation thereof and, if not already cancelled, shall be
promptly cancelled by it. No Trust Securities Certificates shall be
authenticated, executed and delivered in lieu of or in exchange for any Trust
Securities Certificates cancelled as provided in this Section, except as
expressly permitted by this

                                       32
<PAGE>

Trust Agreement. All cancelled Trust Securities Certificates held by the
Property Trustee shall be disposed of in accordance with its customary
practices.

                                   ARTICLE VI
                        ACTS OF HOLDERS; MEETINGS; VOTING

      SECTION 6.1. Limitations on Voting Rights.

            (a) Except as expressly provided in this Trust Agreement and in the
      Indenture and as otherwise required by law, no Holder of Trust Preferred
      Securities shall have any right to vote or in any manner otherwise control
      the administration, operation and management of the Trust or the
      obligations of the parties hereto, nor shall anything herein set forth, or
      contained in the terms of the Trust Securities Certificates, be construed
      so as to constitute the Holders from time to time as partners or members
      of an association.

            (b) So long as any Debentures are held by the Property Trustee on
      behalf of the Trust, the Trustees shall not (i) direct the time, method
      and place of conducting any proceeding for any remedy available to the
      Debenture Trustee, or execute any trust or power conferred on the
      Debenture Trustee with respect to the Debentures, (ii) waive any past
      default that may be waived under Section 6.08 of the Base Indenture, (iii)
      exercise any right to rescind or annul a declaration that the principal of
      all the Debentures shall be due and payable, or (iv) consent to any
      amendment, modification or termination of the Indenture or the Debentures,
      where such consent shall be required, without, in each case, obtaining the
      prior approval of the Holders of at least a Majority in Accreted
      Liquidation Amount of the Trust Preferred Securities; provided, however,
      that where a consent under the Indenture would require the consent of each
      holder of Debentures affected thereby, no such consent shall be given by
      the Property Trustee without the prior written consent of each Holder of
      Trust Preferred Securities. The Property Trustee shall not revoke any
      action previously authorized or approved by a vote of the Holders of the
      Trust Preferred Securities, except by a subsequent vote of the Holders of
      the Trust Preferred Securities. The Property Trustee shall notify all
      Holders of the Trust Preferred Securities of any notice of default
      received with respect to the Debentures. In addition to obtaining the
      foregoing approvals of the Holders of the Trust Preferred Securities,
      prior to taking any of the foregoing actions, the Trustees shall, at the
      expense of the Sponsor, obtain an Opinion of Counsel experienced in such
      matters to the effect that such action shall not cause the Trust to be
      taxable as a corporation or classified as other than a grantor trust for
      United States Federal income tax purposes.

      SECTION 6.2. Notice of Meetings.

      Notice of all meetings of the Holders of the Trust Preferred Securities,
stating the time, place and purpose of the meeting, shall be given by the
Property Trustee pursuant to Section 12.8 to each Holder of Trust Preferred
Securities, at such Holder's registered address, at least 15 days and not more
than 90 days before the meeting. At any such meeting, any business properly
before the meeting may be so considered whether or not stated in the notice of
the meeting. Any adjourned meeting may be held as adjourned without further
notice.

                                       33
<PAGE>

      SECTION 6.3. Meetings of Holders of the Trust Preferred Securities.

      No annual meeting of Holders is required to be held. The Property Trustee,
however, shall call a meeting of the Holders of the Trust Preferred Securities
to vote on any matter upon the written request of the Holders of at least 25% in
aggregate Accreted Liquidation Amount of the Outstanding Trust Preferred
Securities and the Administrative Trustees or the Property Trustee may, at any
time in their discretion, call a meeting of the Holders of the Trust Preferred
Securities to vote on any matters as to which such Holders are entitled to vote.

      The Holders of at least a Majority in Accreted Liquidation Amount of the
Trust Preferred Securities, present in person or by proxy, shall constitute a
quorum at any meeting of the Holders of the Trust Preferred Securities.

      If a quorum is present at a meeting, an affirmative vote by the Holders
present, in person or by proxy, holding Trust Preferred Securities representing
at least a Majority in Accreted Liquidation Amount of the Trust Preferred
Securities held by the Holders present, either in person or by proxy, at such
meeting shall constitute the action of the Holders of the Trust Preferred
Securities, unless this Trust Agreement requires a greater number of affirmative
votes.

      SECTION 6.4. Voting Rights.

      Holders shall be entitled to one vote for each $1,000 of Initial
Liquidation Amount represented by their Outstanding Trust Securities in respect
of any matter as to which such Holders are entitled to vote.

      SECTION 6.5. Proxies.

      At any meeting of Holders, any Holder entitled to vote there at may vote
by proxy, provided that no proxy shall be voted at any meeting unless it shall
have been placed on file with the Administrative Trustees, or with such other
officer or agent of the Trust as the Administrative Trustees may direct, for
verification prior to the time at which such vote shall be taken. Pursuant to a
resolution of the Administrative Trustees, proxies may be solicited in the name
of the Administrative Trustees or one or more officers of the Administrative
Trustees. Only Holders of record shall be entitled to vote. When Trust
Securities are held jointly by several persons, any one of them may vote at any
meeting in person or by proxy in respect of such Trust Securities, but if more
than one of them shall be present at such meeting in person or by proxy, and
such joint owners or their proxies so present disagree as to any vote to be
cast, such vote shall not be received in respect of such Trust Securities. A
proxy purporting to be executed by or on behalf of a Holder shall be deemed
valid unless challenged at or prior to its exercise, and the burden of proving
invalidity shall rest on the challenger. No proxy shall be valid more than three
years after its date of execution.

      SECTION 6.6. Holder Action by Written Consent.

      Any action that may be taken by Holders at a meeting may be taken without
a meeting if Holders holding at least a Majority in Accreted Liquidation Amount
of all Trust Preferred Securities entitled to vote in respect of such action (or
such larger proportion thereof as shall be required by any other provision of
this Trust Agreement) shall consent to the action in writing.

                                       34
<PAGE>

      SECTION 6.7. Record Date for Voting and Other Purposes.

      For the purposes of determining the Holders who are entitled to notice of
and to vote at any meeting or by written consent, or to participate in any
Distribution on the Trust Securities in respect of which a record date is not
otherwise provided for in this Trust Agreement, or for the purpose of any other
action, the Administrative Trustees may from time to time fix a date, not more
than 90 days prior to the date of any meeting of Holders or the payment of a
Distribution or other action, as the case may be, as a record date for the
determination of the identity of the Holders of record for such purposes.

      SECTION 6.8. Acts of Holders.

      Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Trust Agreement to be given, made or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as otherwise expressly provided herein, such
action shall become effective when such instrument or instruments are delivered
to the Property Trustee. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Holders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Trust Agreement and (subject to Section 8.1) conclusive
in favor of the Trustees, if made in the manner provided in this Section.

      The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner that any Trustee receiving the same deems sufficient.

      The ownership of Trust Securities shall be proved by the Securities
Register. Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Trust Security shall bind every future Holder
of the same Trust Security and the Holder of every Trust Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustees, or
the Trust in reliance thereon, whether or not notation of such action is made
upon such Trust Security.

      Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Trust Security may do so with
regard to all or any part of the Accreted Liquidation Amount of such Trust
Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any part of such Accreted
Liquidation Amount.

                                       35
<PAGE>

      If any dispute shall arise between the Holders and the Trustees or among
the Holders or the Trustees with respect to the authenticity, validity or
binding nature of any request, demand, authorization, direction, consent, waiver
or other Act of such Holder or Trustee under this Article VI, then the
determination of such matter by the Property Trustee shall be conclusive with
respect to such matter.

      A Holder may institute a legal proceeding directly against the Sponsor
under the Guarantee to enforce its rights under the Guarantee without first
instituting a legal proceeding against the Guarantee Trustee (as defined in the
Guarantee), the Trust, any Trustee, or any Person or entity.

      SECTION 6.9. Inspection of Records.

      Upon reasonable notice to the Administrative Trustees and the Property
Trustee, the records of the Trust shall be open to inspection by Holders during
normal business hours for any purpose reasonably related to such Holder's
interest as a Holder.

      SECTION 6.10. Action With Respect to the Debenture.

      So long as the Debentures are held by the Property Trustee on behalf of
the Trust, with respect to any waiver, amendment or similar action that requires
the consent of the Holders of the Debentures under the Indenture, the Property
Trustee shall act at the written direction of the Holders of a Majority in
Accreted Liquidation Amount of the Trust Preferred Securities (unless a
different percentage of Holders shall be specified in the Indenture with respect
to such action).

                                  ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

      SECTION 7.1. Representations and Warranties of the Property Trustee and
the Delaware Trustee.

      The Property Trustee and the Delaware Trustee, each severally on behalf of
and as to itself, hereby represents and warrants for the benefit of the Sponsor
and the Holders that:

            (a) the Property Trustee is a national banking association, duly
      organized, validly existing and in good standing under the laws of the
      United States of America;

            (b) the Property Trustee has full corporate power, authority and
      legal right to execute, deliver and perform its obligations under this
      Trust Agreement and has taken all necessary action to authorize the
      execution, delivery and performance by it of this Trust Agreement;

            (c) the Delaware Trustee is a national banking association, duly
      organized, validly existing and in good standing under the federal laws of
      the United States of America.

            (d) the Delaware Trustee has full corporate power, authority and
      legal right to execute, deliver and perform its obligations under this
      Trust Agreement and has taken all

                                       36
<PAGE>

      necessary action to authorize the execution, delivery and performance by
      it of this Trust Agreement;

            (e) this Trust Agreement has been duly authorized, executed and
      delivered by the Property Trustee and the Delaware Trustee and constitutes
      the valid and legally binding agreement of each of the Property Trustee
      and the Delaware Trustee enforceable against each of them in accordance
      with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar laws of general applicability
      relating to or affecting creditors' rights and to general equity
      principles;

            (f) the execution, delivery and performance of this Trust Agreement
      have been duly authorized by all necessary corporate or other action on
      the part of the Property Trustee and the Delaware Trustee and do not
      require any approval of stockholders of the Property Trustee and the
      Delaware Trustee and such execution, delivery and performance will not (i)
      violate the articles of association or by-laws of the Property Trustee or
      the Delaware Trustee, (ii) violate any provision of, or constitute, with
      or without notice or lapse of time, a default under, or result in the
      creation or imposition of, any Lien on any properties included in the
      Trust Property pursuant to the provisions of, any indenture, mortgage,
      credit agreement, license or other agreement or instrument to which the
      Property Trustee or the Delaware Trustee is a party or by which it is
      bound, or (iii) violate any law, governmental rule or regulation of the
      State of New York or the State of Delaware, as the case may be, governing
      the banking, trust or general powers of the Property Trustee or the
      Delaware Trustee (as appropriate in context) or any order, judgment or
      decree applicable to the Property Trustee or the Delaware Trustee;

            (g) neither the authorization, execution or delivery by the Property
      Trustee or the Delaware Trustee of this Trust Agreement nor the
      consummation of any of the transactions by the Property Trustee or the
      Delaware Trustee (as the case may be) contemplated herein requires the
      consent or approval of, the giving of notice to, the registration with or
      the taking of any other action with respect to any governmental authority
      or agency under any existing law of the State of New York or the State of
      Delaware, governing the [banking], trust or general powers of the Property
      Trustee or the Delaware Trustee (as appropriate in context), other than
      the filing of the Certificate of Trust with the Delaware Secretary of
      State; and

            (h) to the best of each of the Property Trustee's and the Delaware
      Trustee's knowledge, there are no proceedings pending or threatened
      against or affecting the Property Trustee or the Delaware Trustee in any
      court or before any governmental authority, agency or arbitration board or
      tribunal that, individually or in the aggregate, would materially and
      adversely affect the Trust or would question the right, power and
      authority of the Property Trustee or the Delaware Trustee, as the case may
      be, to enter into or perform its obligations as one of the Trustees under
      this Trust Agreement.

      SECTION 7.2. Representations and Warranties of Sponsor.

      The Sponsor hereby represents and warrants for the benefit of the Holders
that:

                                       37
<PAGE>

            (a) the Trust Securities Certificates issued at the Time of Delivery
      on behalf of the Trust have been duly authorized and will have been duly
      and validly executed, issued and delivered by the Administrative Trustees
      pursuant to the terms and provisions of, and in accordance with the
      requirements of, this Trust Agreement, and the Holders will be, as of such
      date, entitled to the benefits of this Trust Agreement; and

            (b) there are no taxes, fees or other governmental charges payable
      by the Trust (or the Trustees on behalf of the Trust) under the laws of
      the State of Delaware or any political subdivision thereof in connection
      with the execution, delivery and performance by any Trustee of this Trust
      Agreement.

                                  ARTICLE VIII
                                  THE TRUSTEES

      SECTION 8.1. Certain Duties and Responsibilities.

            (a) The duties and responsibilities of the Trustees shall be as
      provided by this Trust Agreement, subject to Section 12.10 hereof with
      respect to the Property Trustee. Notwithstanding the foregoing, no
      provision of this Trust Agreement shall require any of the Trustees to
      expend or risk its or their own funds or otherwise incur any financial
      liability in the performance of any of its or their duties hereunder, or
      in the exercise of any of its or their rights or powers, if it or they
      shall have reasonable grounds for believing that repayment of such funds
      or adequate indemnity against such risk or liability is not reasonably
      assured to it. Whether or not therein expressly so provided, every
      provision of this Trust Agreement relating to the conduct or affecting the
      liability of or affording protection to the Trustees shall be subject to
      the provisions of this Section 8.1. To the extent that, at law or in
      equity, an Administrative Trustee or the Delaware Trustee has duties and
      liabilities relating to the Trust or to the Holders, such Administrative
      Trustee or the Delaware Trustee shall not be liable to the Trust or to any
      Holder for such Administrative Trustee's or Delaware Trustee's good faith
      reliance on the provisions of this Trust Agreement. The provisions of this
      Trust Agreement, to the extent that they restrict the duties and
      liabilities of the Administrative Trustees or the Delaware Trustee
      otherwise existing at law or in equity, are agreed by the Sponsor and the
      Holders to replace such other duties and liabilities of the Administrative
      Trustees or the Delaware Trustee.

            (b) All payments made by the Property Trustee or a Paying Agent in
      respect of the Trust Securities shall be made only from the revenue and
      proceeds from the Trust Property and only to the extent that there shall
      be sufficient revenue or proceeds from the Trust Property to enable the
      Property Trustee or a Paying Agent to make payments in accordance with the
      terms hereof. Each Holder, by its acceptance of a Trust Security, agrees
      that it will look solely to the revenue and proceeds from the Trust
      Property to the extent legally available for distribution to it as herein
      provided and that the Trustees are not personally liable to such Holder
      for any amount distributable in respect of any Trust Security or for any
      other liability in respect of any Trust Security. This Section 8.1(b) does
      not limit the liability of the Trustees expressly set forth elsewhere in
      this Trust Agreement or, in the case of the Property Trustee, in the Trust
      Indenture Act.

                                       38
<PAGE>

            (c) If an Event of Default has occurred and is continuing, the
      Property Trustee shall enforce this Trust Agreement for the benefit of the
      Holders.

            (d) The Property Trustee, before the occurrence of any Event of
      Default and after the curing of all Events of Default that may have
      occurred, shall undertake to perform only such duties as are specifically
      set forth in this Trust Agreement (including pursuant to Section 12.10),
      and no implied covenants shall be read into this Trust Agreement against
      the Property Trustee. If an Event of Default has occurred (that has not
      been cured or waived pursuant to Section 5.14), the Property Trustee shall
      exercise such of the rights and powers vested in it by this Trust
      Agreement, and use the same degree of care and skill in its exercise
      thereof, as a prudent person would exercise or use under the circumstances
      in the conduct of his or her own affairs.

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

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

            (A) the duties and obligations of the Property Trustee shall be
      determined solely by the express provisions of this Trust Agreement
      (including pursuant to Section 12.10), and the Property Trustee shall not
      be liable except for the performance of such duties and obligations as are
      specifically set forth in this Trust Agreement (including pursuant to
      Section 12.10); and

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

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

                  (iii) the Property Trustee shall not be liable with respect to
            any action taken or omitted to be taken by it in good faith in
            accordance with the direction of the Holders of at least a Majority
            in Accreted Liquidation Amount of the Trust Preferred Securities
            relating to the time, method and place of conducting any proceeding
            for any remedy available to the Property Trustee, or exercising any
            trust or power conferred upon the Property Trustee under this Trust
            Agreement;

                  (iv) the Property Trustee's sole duty with respect to the
            custody, safe keeping and physical preservation of the Debentures
            and the Payment Account shall

                                       39
<PAGE>

            be to deal with such property in a similar manner as the Property
            Trustee deals with similar property for its own account, subject to
            the protections and limitations on liability afforded to the
            Property Trustee under this Trust Agreement and the Trust Indenture
            Act;

                  (v) the Property Trustee shall not be liable for any interest
            on any money received by it except as it may otherwise agree with
            the Sponsor; and money held by the Property Trustee need not be
            segregated from other funds held by it except in relation to the
            Payment Account maintained by the Property Trustee pursuant to
            Section 3.1 and except to the extent otherwise required by law;

                  (vi) the Property Trustee shall not be responsible for
            monitoring the compliance by the Administrative Trustees or the
            Sponsor with their respective duties under this Trust Agreement, nor
            shall the Property Trustee be liable for the default or misconduct
            of any other Trustee, the Administrative Trustees or the Sponsor;
            and

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

            (f) The Administrative Trustees shall not be responsible for
      monitoring the compliance by the other Trustees or the Sponsor with their
      respective duties under this Trust Agreement, nor shall either
      Administrative Trustee be liable for the default or misconduct of any
      other Trustee or the Sponsor.

            (g) The Delaware Trustee shall not be entitled to exercise any
      powers, nor shall the Delaware Trustee have any of the duties and
      liabilities of the Property Trustee or the Administrative Trustees set
      forth herein. The duties of the Delaware Trustee shall be limited to (i)
      accepting legal process served on the Trust in the State of Delaware and
      (ii) the execution of any certificates required to be filed with the
      Delaware Secretary of State which the Delaware Trustee is required to
      execute under Section 3811 of the Delaware Statutory Trust Act. The
      Delaware Trustee shall be entitled to all of the same rights, protections
      indemnities and immunities under the Trust Agreement and with respect to
      the Trust as the Property Trustee.

      SECTION 8.2. Certain Notices.

      Within thirty days after the occurrence of any Event of Default actually
known to the Property Trustee, the Property Trustee shall transmit, in the
manner and to the extent provided in Section 12.8, notice of such Event of
Default to the Holders and the Administrative Trustees, unless such Event of
Default shall have been cured or waived.

      Within five Business Days after the receipt of notice of the Sponsor's
exercise of its right to defer the payment of interest on the Debentures
pursuant to the Indenture, the Property Trustee

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<PAGE>

shall transmit, in the manner and to the extent provided in Section 12.8, notice
of such exercise to the Holders and the Administrative Trustees, unless such
exercise shall have been revoked.

      The Property Trustee shall not be deemed to have knowledge of any Event of
Default unless the Property Trustee shall have received written notice or a
Responsible Officer of the Property Trustee charged with the administration of
this Trust Agreement shall have obtained actual knowledge of such Event of
Default.

      SECTION 8.3. Certain Rights of Property Trustee.

      Subject to the provisions of Section 8.1:

            (a) the Property Trustee may rely and shall be protected in acting
      or refraining from acting in good faith upon any resolution, Opinion of
      Counsel, certificate, written representation of a Holder or transferee,
      certificate of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, appraisal, bond,
      debenture, note, other evidence of indebtedness or other paper or document
      believed by it to be genuine and to have been signed or presented by the
      proper party or parties;

            (b) if (i) in performing its duties under this Trust Agreement the
      Property Trustee is required to decide between alternative courses of
      action, (ii) in construing any of the provisions of this Trust Agreement
      the Property Trustee finds the same ambiguous or inconsistent with any
      other provisions contained herein, or (iii) the Property Trustee is unsure
      of the application of any provision of this Trust Agreement, then, except
      as to any matter as to which the Holders of the Trust Preferred Securities
      are entitled to vote under the terms of this Trust Agreement, the Property
      Trustee shall deliver a notice to the Sponsor requesting the Sponsor's
      opinion as to the course of action to be taken; provided, however, that if
      the Sponsor fails to deliver such opinion within 10 Business Days, the
      Property Trustee may take such action, or refrain from taking such action,
      as the Property Trustee shall determine in the interests of the Holders,
      in which event the Property Trustee shall have no liability except for its
      own bad faith, negligence or willful misconduct;

            (c) any direction or act of the Sponsor or the Sponsor contemplated
      by this Trust Agreement shall be sufficiently evidenced by an Officers'
      Certificate;

            (d) any direction or act of an Administrative Trustee contemplated
      by this Trust Agreement shall be sufficiently evidenced by a certificate
      executed by such Administrative Trustee and setting forth such direction
      or act;

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

            (f) the Property Trustee may consult with counsel of its own
      selection (which counsel may be counsel to the Sponsor or any of its
      Affiliates, and may include any of its employees) and the advice of such
      counsel shall be full and complete authorization and protection in respect
      of any action taken, suffered or omitted by it hereunder in good faith

                                       41
<PAGE>

      and in reliance thereon and in accordance with such advice; the Property
      Trustee shall have the right at any time to seek instructions concerning
      the administration of this Trust Agreement from any court of competent
      jurisdiction;

            (g) the Property Trustee shall be under no obligation to exercise
      any of the rights or powers vested in it by this Trust Agreement at the
      request or direction of any of the Holders pursuant to this Trust
      Agreement, unless such Holders shall have offered to the Property Trustee
      reasonable security or indemnity satisfactory to it against the costs,
      expenses and liabilities that might be incurred by it in compliance with
      such request or direction; provided that, nothing contained herein shall,
      however, relieve the Property Trustee of the obligation, upon the
      occurrence of an Event of Default (that has not been cured or waived) to
      exercise such of the rights and powers vested in it by this Agreement, and
      to use the same degree of care and skill in their exercise, as a prudent
      man would exercise or use under the circumstances in the conduct of his
      own affairs;

            (h) the Property Trustee shall not be bound to make any
      investigation into the facts or matters stated in any resolution,
      certificate, statement, instrument, opinion, report, notice, request,
      consent, order, approval, bond, debenture, note or other evidence of
      indebtedness or other paper or document, unless requested in writing to do
      so by one or more Holders, but the Property Trustee may make such further
      inquiry or investigation into such facts or matters as it may see fit at
      the expense of the Sponsor and shall incur no liability of any kind by
      reason of such inquiry or investigation;

            (i) the Property Trustee may execute any of the trusts or powers
      hereunder or perform any duties hereunder either directly or by or through
      its agents or attorneys, provided that the Property Trustee shall be
      responsible for its own negligence or misconduct with respect to selection
      of any agent or attorney appointed by it hereunder;

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

            (k) except as otherwise expressly provided by this Trust Agreement,
      the Property Trustee shall not be under any obligation to take any action
      that is discretionary under the provisions of this Trust Agreement. No
      provision of this Trust Agreement shall be deemed to impose any duty or
      obligation on any Trustee to perform any act or acts or exercise any
      right, power, duty or obligation conferred or imposed on it, in any
      jurisdiction in which it shall be illegal, or in which such Person shall
      be unqualified or incompetent in accordance with applicable law, to
      perform any such act or acts, or to exercise any such right, power, duty
      or obligation. No permissive power or authority available to any Trustee
      shall be construed to be a duty.

                                       42
<PAGE>

      SECTION 8.4. Not Responsible for Recitals or Issuance of Securities.

      The recitals contained herein and in the Trust Securities Certificates
shall be taken as the statements of the Trust and the Sponsor, and the Trustees
do not assume any responsibility for their correctness. The Trustees shall not
be accountable for the use or application by the Sponsor of the proceeds of the
Debentures.

      The Property Trustee makes no representation as to the title to, or value
or condition of, the Trust Property or any part thereof, including the
Debentures, nor as to the validity or sufficiency of the Trust Agreement, the
Debentures or the Trust Securities. The Property Trustee makes no representation
as to the validity or the qualification of the Trust as a Delaware statutory
trust or a grantor trust or as to the sale of the Trust Preferred Securities by
the Trust, including without limitation, any registration exemptions applicable
to the Trust Securities.

      SECTION 8.5. May Hold Securities.

      Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 8.8 and 8.13, and except as provided in the
definition of the term "Outstanding" in Article I, may otherwise deal with the
Trust with the same rights it would have if it were not Trustee or such other
agent.

      SECTION 8.6. Compensation; Indemnity; Fees.

      The Sponsor agrees:

            (a) to pay to the Trustees from time to time such reasonable
      compensation for all services rendered by them hereunder as may be
      separately agreed by the Sponsor and the Trustees from time to time (which
      compensation shall not be limited by any provision of law in regard to the
      compensation of a trustee of an express trust);

            (b) except as otherwise expressly provided herein, to reimburse the
      Trustees upon request for all reasonable expenses, disbursements and
      advances incurred or made by the Trustees in accordance with any provision
      of this Trust Agreement (including the reasonable compensation and the
      expenses and disbursements of their agents and counsel), except any such
      expense, disbursement or advance as shall be determined to have been
      caused by their own negligence, bad faith or willful misconduct; and

            (c) to the fullest extent permitted by applicable law, to indemnify
      and hold harmless (i) each Trustee, (ii) any Affiliate of any Trustee,
      (iii) any officer, director, shareholder, employee, representative or
      agent of any Trustee, and (iv) any employee or agent of the Trust
      (referred to herein as an "Indemnified Person") from and against any loss,
      damage, liability, tax, penalty, expense or claim of any kind or nature
      whatsoever incurred by such Indemnified Person by reason of the creation,
      operation or dissolution of the Trust or any act or omission performed or
      omitted by such Indemnified Person in good faith on behalf of the Trust
      and in a manner such Indemnified Person reasonably believed to be within
      the scope of authority conferred on such Indemnified Person by this Trust
      Agreement, except that no Indemnified Person shall be entitled to be
      indemnified in

                                       43
<PAGE>

      respect of any loss, damage or claim incurred by such Indemnified Person
      by reason of negligence, bad faith or willful misconduct with respect to
      such acts or omissions.

      The provisions of this Section 8.6 shall survive the termination of this
Trust Agreement and the removal or resignation of any Trustee. No Trustee may
claim any Lien on any Trust Property as a result of any amount due pursuant to
this Section 8.6.

      Subject to Section 8.8, The Sponsor and any Trustee may engage in or
possess an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the
Trust, and the Trust and the Holders of Trust Securities shall have no rights by
virtue of this Trust Agreement in and to such independent ventures or the income
or profits derived therefrom, and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper. Neither the Sponsor nor any Trustee shall be obligated to present any
particular investment or other opportunity to the Trust even if such opportunity
is of a character that, if presented to the Trust, could be taken by the Trust,
and the Sponsor and any Trustee shall have the right to take for its own account
(individually or as a partner or fiduciary) or to recommend to others any such
particular investment or other opportunity. Any Trustee may engage or be
interested in any financial or other transaction with the Sponsor or any
Affiliate of the Sponsor, or may act as depository for, trustee or agent for, or
act on any committee or body of holders of, securities or other obligations of
the Sponsor or its Affiliates.

      SECTION 8.7. Corporate Property Trustee Required; Eligibility of Trustees
and Administrative Trustees.

            (a) There shall at all times be a Property Trustee hereunder with
      respect to the Trust Securities. The Property Trustee shall be a Person
      that is a national or state chartered bank or trust company and eligible
      pursuant to the Trust Indenture Act to act as such and that has a combined
      capital and surplus of at least $50,000,000. If any such Person publishes
      reports of condition at least annually, pursuant to law or to the
      requirements of its supervising or examining authority, then for the
      purposes of this Section 8.7 and to the extent permitted by the Trust
      Indenture Act, the combined capital and surplus of such Person shall be
      deemed to be its combined capital and surplus as set forth in its most
      recent report of condition so published. If at any time the Property
      Trustee with respect to the Trust Securities shall cease to be eligible in
      accordance with the provisions of this Section 8.7(a), it shall resign
      immediately in the manner and with the effect hereinafter specified in
      this Article VIII. At the time of appointment, the Property Trustee must
      have securities rated in one of the three highest rating categories by a
      nationally recognized statistical rating organization.

            (b) There shall at all times be one or more Administrative Trustees
      hereunder with respect to the Trust Securities. Each Administrative
      Trustee shall be either a natural person who is at least 21 years of age
      or a legal entity that shall act through one or more persons authorized to
      bind that entity.

            (c) There shall at all times be a Delaware Trustee with respect to
      the Trust Securities. The Delaware Trustee shall either be (i) a natural
      person who is at least 21

                                       44
<PAGE>

      years of age and a resident of the State of Delaware, or (ii) a legal
      entity with its principal place of business in the State of Delaware and
      that otherwise meets the requirements of applicable Delaware law and that
      shall act through one or more persons authorized to bind such entity.

      SECTION 8.8. Conflicting Interests.

            (a) If the Property Trustee has or shall acquire a conflicting
      interest within the meaning of the Trust Indenture Act, the Property
      Trustee shall either eliminate such interest or resign, to the extent and
      in the manner provided by, and subject to the provisions of, the Trust
      Indenture Act and this Trust Agreement.

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

      SECTION 8.9. Co-Trustees and Separate Trustee.

      Unless and until a Debenture Event of Default shall have occurred and be
continuing, at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any part
of the Trust Property may at the time be located, the Holder of Common
Securities and the Administrative Trustees shall have the power to appoint one
or more Persons either to act as co-trustee, jointly with the Property Trustee,
of all or any part of such Trust Property, or to the extent required by law to
act as separate trustee of any such property, in either case with such powers as
may be provided in the instrument of appointment, and to vest in such Person or
Persons in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Section. If a
Debenture Event of Default shall have occurred and be continuing, the Property
Trustee shall have the sole power to so appoint such a co-trustee or separate
trustee, and upon the written request of the Property Trustee, the Sponsor and
the Administrative Trustees shall for such purpose join with the Property
Trustee in the execution, delivery, and performance of all instruments and
agreements necessary or proper to appoint such co-trustee or separate trustee.
Any co-trustee or separate trustee appointed pursuant to this Section shall
either be (i) a natural person who is at least 21 years of age and a resident of
the United States, or (ii) a legal entity with its principal place of business
in the United States that shall act through one or more persons authorized to
bind such entity.

      Should any written instrument from the Sponsor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right, or power, any and
all such instruments shall, on request, be executed, acknowledged and delivered
by the Sponsor.

      Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following terms,
namely:

            (a) The Trust Securities shall be executed by one or more
      Administrative Trustees, and the Trust Securities shall be delivered by
      the Property Trustee, and all rights, powers, duties, and obligations
      hereunder in respect of the custody of securities,

                                       45
<PAGE>

      cash and other personal property held by, or required to be deposited or
      pledged with, the Property Trustee specified hereunder shall be exercised
      solely by the Property Trustee and not by such co-trustee or separate
      trustee.

            (b) The rights, powers, duties, and obligations hereby conferred or
      imposed upon the Property Trustee in respect of any property covered by
      such appointment shall be conferred or imposed upon and exercised or
      performed by the Property Trustee or by the Property Trustee and such
      co-trustee or separate trustee jointly, as shall be provided in the
      instrument appointing such co-trustee or separate trustee, except to the
      extent that under any law of any jurisdiction in which any particular act
      is to be performed, the Property Trustee shall be incompetent or
      unqualified to perform such act, in which event such rights, powers,
      duties and obligations shall be exercised and performed by such co-trustee
      or separate trustee.

            (c) The Property Trustee at any time, by an instrument in writing
      executed by it, with the written concurrence of the Sponsor, may accept
      the resignation of or remove any co-trustee or separate trustee appointed
      under this Section 8.9, and, in case a Debenture Event of Default has
      occurred and is continuing, the Property Trustee shall have power to
      accept the resignation of, or remove, any such co-trustee or separate
      trustee without the concurrence of the Sponsor. Upon the written request
      of the Property Trustee, the Sponsor shall join with the Property Trustee
      in the execution, delivery and performance of all instruments and
      agreements necessary or proper to effectuate such resignation or removal.
      A successor to any co-trustee or separate trustee so resigning or removed
      may be appointed in the manner provided in this Section 8.9.

      No co-trustee or separate trustee hereunder shall be personally liable by
reason of any act or omission of the Property Trustee or any other trustee
hereunder.

            (d) The Property Trustee shall not be liable by reason of any act or
      omission of a co-trustee or separate trustee.

            (e) Any Act of Holders delivered to the Property Trustee shall be
      deemed to have been delivered to each such co-trustee and separate
      trustee.

      SECTION 8.10. Resignation and Removal; Appointment of Successor.

      No resignation or removal of any Trustee (the "Relevant Trustee") and no
appointment of a successor Trustee pursuant to this Article VIII shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 8.11.

      Subject to the immediately preceding paragraph, the Relevant Trustee may
resign at any time by giving written notice thereof to the Sponsor and by
appointing a successor Relevant Trustee, which successor shall be acceptable to
the Sponsor. The Relevant Trustee shall appoint a successor by requesting from
at least three Persons meeting the eligibility requirements its expenses and
charges to serve as the Relevant Trustee on a form provided by the
Administrative Trustees, and selecting the Person who agrees to the lowest
expenses and charges. If the instrument of acceptance by the successor Trustee
required by Section 8.11 shall not have been

                                       46
<PAGE>

delivered to the Relevant Trustee within 60 days after the giving of such notice
of resignation, the Relevant Trustee may petition, at the expense of the
Sponsor, in the case of the Property Trustee, any court of competent
jurisdiction for the appointment of a successor Relevant Trustee.

      The Administrative Trustees, or any of them, may be removed at any time by
Act of the Holders of Common Securities delivered to the Relevant Trustee.

      The Property Trustee or the Delaware Trustee, or both of them, may be
removed by Act of the Holders of at least a Majority in Accreted Liquidation
Amount of the Trust Preferred Securities, delivered to the Relevant Trustee (in
its individual capacity and, in the case of the Property Trustee, on behalf of
the Trust) (i) for cause (including upon the occurrence of an Event of Default
described in subparagraph (d) of the definition thereof with respect to the
Relevant Trustee), or (ii) at any time if a Debenture Event of Default shall
have occurred and be continuing. Unless and until a Debenture Event of Default
shall have occurred and be continuing, the Property Trustee or the Delaware
Trustee, or both of them, may be removed at any time by Act of the Holders of
the Common Securities.

      If a resigning Property Trustee or Delaware Trustee shall fail to appoint
a successor, or if the Property Trustee or the Delaware Trustee shall be removed
or become incapable of acting as Trustee, or if a vacancy shall occur in the
office of the Property Trustee or the Delaware Trustee for any cause, the
Holders of the Common Securities by Act of such Holders delivered to the
Relevant Trustee or, if a Debenture Event of Default shall have occurred and be
continuing, the Holders of the Trust Preferred Securities, by Act of the Holders
of not less than 25% in aggregate Accreted Liquidation Amount of the Trust
Preferred Securities then Outstanding delivered to such Relevant Trustee, may
appoint a successor Relevant Trustee or Trustees, and such successor Trustee
shall comply with the applicable requirements of Section 8.11. If no successor
Relevant Trustee shall have been so appointed by the Holders of the Common
Securities or Trust Preferred Securities, as the case may be, and accepted
appointment in the manner required by Section 8.11, any Holder, on behalf of
such Holder and all others similarly situated, or any other Trustee, may
petition any court of competent jurisdiction for the appointment of a successor
Relevant Trustee.

      The resigning Trustee shall give notice of each resignation or each
removal of an Trustee and each appointment of a successor Trustee to all Holders
in the manner provided in Section 12.8 and shall give notice to the Sponsor and
to the other Trustees. Each notice shall include the name of the successor
Relevant Trustee and the address of its Corporate Trust Office if it is the
Property Trustee.

      Notwithstanding the foregoing or any other provision of this Trust
Agreement, if any Delaware Trustee who is a natural person dies or becomes, in
the opinion of the Holders of the Common Securities, incompetent or
incapacitated, the vacancy created by such death, incompetence or incapacity may
be filled by the Property Trustee following the procedures regarding expenses
and charges set forth above (with the successor being a Person who satisfies the
eligibility requirement for the Delaware Trustee set forth in Section 8.7).

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<PAGE>

      SECTION 8.11. Acceptance of Appointment by Successor.

      In case of the appointment hereunder of a successor to a Relevant Trustee,
the Sponsor, the retiring Relevant Trustee and each successor Trustee with
respect to the Trust Securities shall execute and deliver an amendment hereto
wherein each successor Trustee shall accept such appointment and which (a) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Relevant Trustee all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Trust
Securities and the Trust, and (b) shall add to or change any of the provisions
of this Trust Agreement as shall be necessary to provide for or facilitate the
administration of the Trust by more than one party hereto, it being understood
that nothing herein or in such amendment shall constitute such parties
co-trustees and upon the execution and delivery of such amendment the
resignation or removal of the retiring Relevant Trustee shall become effective
to the extent provided therein and each such successor Relevant Trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Relevant Trustee, other than the
filing of an amendment to the Certificate of Trust to the extent required under
the Delaware Statutory Trust Act; but, on request of the Trust or any successor
Trustee, such retiring Relevant Trustee shall duly assign, transfer and deliver
to such successor Trustee all Trust Property, all proceeds thereof and money
held by such retiring Relevant Trustee hereunder with respect to the Trust
Securities and the Trust.

      Upon request of any such successor party, the Trust shall execute any and
all instruments for more fully and certainly vesting in and confirming to such
successor party all such rights, powers and trusts referred to in the preceding
paragraph.

      No successor party shall accept its appointment unless at the time of such
acceptance such successor party shall be qualified and eligible under this
Article VIII.

      SECTION 8.12. Merger, Conversion, Consolidation or Succession to Business.

      Any Person into which the Property Trustee or the Delaware Trustee may be
merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Relevant
Trustee shall be a party, or any Person, succeeding to all or substantially all
the corporate trust business of such Relevant Trustee, shall be the successor of
such Relevant Trustee hereunder, provided that such Person shall be otherwise
qualified and eligible under this Article VIII, without the execution or filing
of any paper or any further act on the part of any of the parties hereto, other
than the filing of an amendment to the Certificate of Trust to the extent
required under the Delaware Statutory Trust Act.

      SECTION 8.13. Preferential Collection of Claims Against Sponsor or Trust.

      If and when the Property Trustee shall be or become a creditor of the
Sponsor or the Trust (or any other obligor upon the Trust Preferred Securities),
the Property Trustee shall be subject to the provisions of the Trust Indenture
Act regarding the collection of claims against the Sponsor or the Trust (or any
such other obligor).

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<PAGE>

      SECTION 8.14. Trustee May File Proofs of Claim.

      In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other similar judicial
proceeding relative to the Trust or any other obligor upon the Trust Securities
or the property of the Trust (including the Debentures) or of such other obligor
or their creditors, the Property Trustee (irrespective of whether any
Distributions on the Trust Securities shall then be due and payable and
irrespective of whether the Property Trustee shall have made any demand on the
Trust for the payment of any past due Distributions) shall be entitled and
empowered, to the fullest extent permitted by law, by intervention in such
proceeding or otherwise:

            (a) to file and prove a claim for the whole amount of any
      Distributions owing and unpaid in respect of the Trust Securities and to
      file such other papers or documents as may be necessary or advisable in
      order to have the claims of the Property Trustee (including any claim for
      the reasonable compensation, expenses, disbursements and advances of the
      Property Trustee, its agents and counsel) and of the Holders allowed in
      such judicial proceeding,

            (b) to collect and receive any moneys or other property payable or
      deliverable on any such claims and to distribute the same; and any
      custodian, receiver, assignee, trustee, liquidator, sequestrator or other
      similar official in any such judicial proceeding is hereby authorized by
      each Holder to make such payments to the Property Trustee and, in the
      event the Property Trustee shall consent to the making of such payments
      directly to the Holders, to pay to the Property Trustee any amount due it
      for the reasonable compensation, expenses, disbursements and advances of
      the Property Trustee, its agents and counsel, and any other amounts due
      the Property Trustee under Section 8.6, and

            (c) without prejudice to any other rights available to the Property
      Trustee under applicable law, when the Property Trustee incurs expenses or
      renders services in connection with a Bankruptcy Event, such expenses
      (including legal fees and expenses of its agents and counsel) and the
      compensation for such services are intended to constitute expense of
      administration under any Bankruptcy Law or law relating to creditors'
      rights generally.

      Nothing herein contained shall be deemed to authorize the Property Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement adjustment or compensation affecting the Trust
Securities or the rights of any Holder thereof or to authorize the Property
Trustee to vote in respect of the claim of any Holder in any such proceeding.

      SECTION 8.15. Reports by Property Trustee.

            (a) Within 60 days after May 15 of each year commencing with May 15,
      2006, the Property Trustee shall transmit to all Holders in accordance
      with Section 12.8, and to the Sponsor, a brief report dated as of the
      immediately preceding May 15 with respect to:

                                       49
<PAGE>

                  (i) its eligibility under Section 8.7 or, in lieu thereof, if
            to the best of its knowledge it has continued to be eligible under
            said Section, a written statement to such effect;

                  (ii) a statement that the Property Trustee has complied with
            all of its obligations under this Trust Agreement during the
            twelve-month period (or, in the case of the initial report, the
            period since the Closing Date) ending with such May 15 or, if the
            Property Trustee has not complied in any material respect with such
            obligations, a description of such noncompliance; and

                  (iii) any change in the property and funds in its possession
            as Property Trustee since the date of its last report and any action
            taken by the Property Trustee in the performance of its duties
            hereunder which it has not previously reported and which in its
            opinion materially affects the Trust Securities.

            (b) In addition, the Property Trustee shall transmit to Holders such
      reports concerning the Property Trustee and its actions under this Trust
      Agreement as may be required pursuant to the Trust Indenture Act at the
      times and in the manner provided pursuant thereto.

            (c) A copy of each such report shall, at the time of such
      transmission to Holders, be filed by the Property Trustee with each
      national stock exchange, the Nasdaq National Market or such other
      interdealer quotation system or self-regulatory organization upon which
      the Trust Preferred Securities are listed or quoted, if any, and with the
      Commission and the Sponsor.

      SECTION 8.16. Reports to the Property Trustee.

      Each of the Sponsor and the Administrative Trustees shall provide to the
Property Trustee such documents, reports and information as required by Section
314 of the Trust Indenture Act (if any) and the compliance certificate required
by Section 314(a) of the Trust Indenture Act in the form, in the manner and at
the times required by Section 314 of the Trust Indenture Act. The Sponsor and
the Administrative Trustees shall annually file with the Property Trustee a
certificate specifying whether such Person is in compliance with all of the
terms and covenants (if any) applicable to such Person hereunder.

      SECTION 8.17. Evidence of Compliance with Conditions Precedent.

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

      SECTION 8.18. Number of Trustees.

            (a) The number of Trustees shall be five, unless the Property
      Trustee also acts as the Delaware Trustee, in which case the number of
      Trustees may be three.

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            (b) If an Trustee ceases to hold office for any reason, a vacancy
      shall occur. The vacancy shall be filled with an Trustee appointed in
      accordance with Section 8.10.

            (c) The death, resignation, retirement, removal, bankruptcy,
      incompetence or incapacity to perform the duties of an Trustee shall not
      operate to annul or dissolve the Trust.

      SECTION 8.19. Delegation of Power.

            (a) Any Administrative Trustee may, by power of attorney consistent
      with applicable law, delegate to any other natural person over the age of
      21 his or her power for the purpose of executing any documents
      contemplated in Section 2.7(a) or making any governmental filing; and

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

      SECTION 8.20. Trust Liabilities.

            All liabilities of the Trust will be liabilities of the Trust as an
      entity, and will be paid or satisfied from the Trust Property and the
      other assets of the Trust. No liability of the Trust will be payable in
      whole or in part by the Property Trustee in its individual capacity or in
      its capacity as Property Trustee or by any member, partner, shareholder,
      director, officer, employee, agent or attorney of the Property Trustee.

                                   ARTICLE IX
                       DISSOLUTION, LIQUIDATION AND MERGER

      SECTION 9.1. Dissolution Upon Expiration Date.

      Unless earlier dissolved, the Trust shall automatically dissolve, and its
affairs be wound up, on May 17, 2056 (the "Expiration Date"), following the
distribution of the Trust Property in accordance with Section 9.4.

      SECTION 9.2. Early Dissolution.

      The first to occur of any of the following events is an "Early Dissolution
Event":

            (a) the occurrence of a Bankruptcy Event in respect of, or the
      dissolution or liquidation of, the Sponsor, unless the Common Securities
      shall be transferred as provided by Section 5.10, in which case this
      provision shall refer instead to any such successor Holder of the Common
      Securities;

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            (b) the written direction to the Property Trustee from all of the
      Holders of the Common Securities at any time to dissolve the Trust and,
      after satisfaction of liabilities to creditors of the Trust as provided by
      applicable law, to distribute the Debentures to Holders in exchange for
      the Trust Preferred Securities (which direction is optional and wholly
      within the discretion of the Holders of the Common Securities);

            (c) the redemption of all of the Trust Preferred Securities in
      connection with the redemption or repayment of all the Debentures; and

            (d) the entry of an order for dissolution of the Trust by a court of
      competent jurisdiction.

      SECTION 9.3. Dissolution.

      The respective obligations and responsibilities of the Trustees and the
Trust shall terminate upon the latest to occur of the following: (a) the
distribution by the Property Trustee to Holders of all amounts required to be
distributed hereunder upon the liquidation of the Trust pursuant to Section 9.4,
or upon the redemption of all of the Trust Securities pursuant to Section 4.2;
(b) the payment of any and all expenses owed by the Trust; (c) the discharge of
all administrative duties of the Administrative Trustees, including the
performance of any tax reporting obligations with respect to the Trust or the
Holders; and (d) the filing of a certificate of cancellation, at the direction
and expense of the Sponsor, by the Trustees with the Delaware Secretary of State
pursuant to Section 3810 of the Delaware Statutory Trust Act.

      SECTION 9.4. Liquidation.

            (a) If an Early Dissolution Event specified in clause (a), (b) or
      (d) of Section 9.2 occurs or upon the Expiration Date, the Trust shall be
      liquidated by the Property Trustee as expeditiously as the Property
      Trustee determines to be possible by distributing, after satisfaction of
      liabilities to creditors of the Trust as provided by applicable law, to
      each Holder a Like Amount of Debentures, subject to Section 9.4(d). Notice
      of liquidation shall be given by the Property Trustee by first-class mail,
      postage prepaid, mailed not less than 30 nor more than 60 days prior to
      the Liquidation Date to each Holder of Trust Securities at such Holder's
      address appearing in the Securities Register. All such notices of
      liquidation shall:

                  (i) state the CUSIP Number of the Trust Securities;

                  (ii) state the Liquidation Date;

                  (iii) state that from and after the Liquidation Date, the
            Trust Securities will no longer be deemed to be Outstanding and any
            Trust Securities Certificates not surrendered for exchange will be
            deemed to represent a Like Amount of Debentures, or if Section
            9.4(d) applies, a right to receive a Liquidating Distribution; and

                  (iv) provide such information with respect to the mechanics by
            which Holders may exchange Trust Securities Certificates for
            Debentures, or if Section

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<PAGE>

            9.4(d) applies, receive a Liquidation Distribution, as the Property
            Trustee (after consultation with the Administrative Trustees) shall
            determine.

            (b) Except where Section 9.2(c) or 9.4(d) applies, in order to
      effect the liquidation of the Trust and distribution of the Debentures to
      Holders, the Property Trustee, either itself acting as exchange agent or
      through the appointment of a separate exchange agent, shall establish a
      record date for such distribution (which shall be not more than 30 days
      prior to the Liquidation Date) and, establish such procedures as it shall
      deem appropriate to effect the distribution of Debentures in exchange for
      the Outstanding Trust Securities Certificates.

            (c) Except where Section 9.2(c) or 9.4(d) applies, after the
      Liquidation Date, (i) the Trust Securities will no longer be deemed to be
      Outstanding, (ii) certificates representing a Like Amount of Debentures
      will be issued to Holders of Trust Securities Certificates, upon surrender
      of such Certificates to the exchange agent for exchange, (iii) any Trust
      Securities Certificates not so surrendered for exchange will be deemed to
      represent a Like Amount of Debentures bearing accrued and unpaid interest
      in an amount equal to the accumulated and unpaid Distributions on such
      Trust Securities Certificates until such certificates are so surrendered
      (and until such certificates are so surrendered, no payments of interest
      or principal will be made to Holders of Trust Securities Certificates with
      respect to such Debentures) and (iv) all rights of Holders holding Trust
      Securities will cease, except the right of such Holders to receive
      Debentures upon surrender of Trust Securities Certificates.

            (d) If, notwithstanding the other provisions of this Section 9.4,
      whether because of an order for dissolution entered by a court of
      competent jurisdiction or otherwise, distribution of the Debentures in the
      manner provided herein is determined by the Property Trustee not to be
      practical, or if an Early Dissolution Event specified in clause (c) of
      Section 9.2 occurs, the Trust Property shall be liquidated, and the Trust
      shall be dissolved and its affairs wound-up, by the Property Trustee in
      such manner as the Property Trustee determines. In such event, the
      Holders, if any, will be entitled to receive out of the assets of the
      Trust available for distribution to Holders, after satisfaction of
      liabilities to creditors of the Trust as provided by applicable law, an
      amount equal to the Accreted Liquidation Amount per Trust Security plus
      accumulated and unpaid Distributions thereon to the date of payment (such
      amount being the "Liquidation Distribution"). If the Liquidation
      Distribution can be paid only in part because the Trust has insufficient
      assets available to pay in full the aggregate Accreted Liquidation
      Distribution, then, subject to the next succeeding sentence, the amounts
      payable by the Trust on the Trust Securities shall be paid on a pro rata
      basis (based upon Liquidation Amounts). The Holders of the Common
      Securities will be entitled to receive Liquidation Distributions pro rata
      (determined as aforesaid) with Holders of Trust Preferred Securities,
      except that, if a Debenture Event of Default specified in Section
      6.1(a)(1) or 6.1(a)(2) of the Supplemental Indenture has occurred and is
      continuing, the Trust Preferred Securities shall have a priority over the
      Common Securities as provided in Section 4.3.

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      SECTION 9.5. Mergers, Consolidations, Amalgamations or Replacements of
Trust.

      The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any Person or other body, except pursuant to
this Section 9.5 or Section 9.4. At the request of the Holders of the Common
Securities, with the consent of the Administrative Trustees, but without the
consent of the Holders of the Trust Preferred Securities, the Property Trustee
or the Delaware Trustee, the Trust may merge with or into, consolidate,
amalgamate, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to a trust organized as such under the laws
of any state; provided, that (i) such successor entity either (a) expressly
assumes all of the obligations of the Trust with respect to the Trust Preferred
Securities, or (b) substitutes for the Trust Preferred Securities other
securities having substantially the same terms as the Trust Preferred Securities
(the "Successor Securities") so long as the Successor Securities have the same
priority as the Trust Preferred Securities with respect to distributions and
payments upon liquidation, redemption and otherwise, (ii) a trustee of such
successor entity possessing substantially the same powers and duties as the
Property Trustee is appointed to hold the Debentures, (iii) the Successor
Securities are listed, or any Successor Securities will be listed upon
notification of issuance, on any national securities exchange or other
organization on which the Trust Preferred Securities are listed, (iv) such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
does not cause the Trust Preferred Securities (including any Successor
Securities) to be downgraded by any nationally recognized statistical rating
organization, (v) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders of the Trust Preferred Securities (including any
Successor Securities) in any material respect, (vi) such successor entity has a
purpose substantially identical to that of the Trust, (vii) prior to such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease,
the Property Trustee has received an Opinion of Counsel to the effect that (a)
such merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease does not adversely affect the rights, preferences and privileges of the
Holders of the Trust Preferred Securities (including any Successor Securities)
in any material respect, and (b) following such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor
such successor entity will be required to register as an "investment company"
under the Investment Company Act, and (viii) the Sponsor or its permitted
transferee owns all of the common securities of such successor entity and the
Sponsor guarantees the obligations of such successor entity under the Successor
Securities at least to the extent provided by the Guarantee Agreement.
Notwithstanding the foregoing, the Trust shall not, except with the consent of
Holders of all of the Trust Preferred Securities, consolidate, amalgamate, merge
with or into, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to any other Person or permit any other
Person to consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or lease
would cause the Trust or the successor entity to be taxable as a corporation or
classified as other than a grantor trust for United States Federal income tax
purposes.

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<PAGE>

                                   ARTICLE X
                      REMARKETING AND RESET RATE MECHANICS

      SECTION 10.1. Obligation to Conduct Remarketing and Related Requirements.

            (a) The Sponsor and the Trust shall appoint a nationally recognized
      investment banking firm as Remarketing Agent and enter into a Remarketing
      Agreement at least 30 days prior to each Remarketing Date. The Sponsor and
      the Trust may appoint different Remarketing Agents for Remarketings on and
      in connection with different Remarketing Dates, provided that they shall
      have appointed a Remarketing Agent and caused the related Remarketing
      Agreement to be in effect for the period commencing not less than 30 days
      prior to the related Remarketing Date and continuing through such
      Remarketing Date and the determination in accordance with this Article X
      that the related Remarketing is a Successful Remarketing or Failed
      Remarketing. Each Remarketing Agreement shall include such terms,
      conditions and other provisions as the Sponsor, the Trust and the
      Remarketing Agent may agree among themselves but shall in any event
      include provisions to substantially the following effect:

                  (i) provide that the Remarketing Agent will use its
            commercially reasonable efforts to obtain a price for the Trust
            Preferred Securities to be remarketed in the Remarketing which
            results in proceeds, net of the Remarketing Agent's Fee, equal to at
            least 100% of their aggregate Accreted Liquidation Amount, plus
            accrued and unpaid Distributions, if any, to the Remarketing
            Settlement Date (including the Additional Interest, if any, that
            remains accrued and unpaid on the Remarketing Settlement Date
            because the Sponsor has exercised its right to defer interest on the
            Debentures in accordance with Section 4.01 of the Base Indenture);

                  (ii) provide that the Remarketing Agent will in its sole
            discretion reset the Distribution Rate on the Trust Preferred
            Securities (as a yield to the Scheduled Redemption Date unless the
            Sponsor elects, pursuant to Section 2.13 of the First Supplemental
            Indenture and Section 10.2 of this Trust Agreement, to cause
            interest on the Debentures to be paid in cash, and then as a rate
            per annum for payment of interest in cash on each applicable
            Distribution Date) in order to give effect to clause (i) above for
            Distribution Periods commencing on or after such Remarketing
            Settlement Date, subject to Section 10.3;

                  (iii) provide that the Remarketing Agent will deduct the
            Remarketing Agent's Fee from the proceeds of the Remarketing and
            remit any proceeds remaining after such deduction to or at the
            direction of the Property Trustee, who either will apply such
            proceeds (or will have given the Remarketing Agent instructions to
            remit such proceeds in a manner that will result in their
            application) as follows (allocated to the Trust Preferred Securities
            that participated in the Remarketing on a pro rata basis in
            proportion to their Accreted Liquidation Amounts):

                  (iv) to the extent such proceeds relate to Trust Preferred
            Securities that are a part of Normal Common Equity Units, to pay
            such proceeds up to the aggregate Par Proceeds Remarketing Amount to
            the Stock Purchase Contract Agent for

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<PAGE>

            application in accordance with the Stock Purchase Contract Agreement
            and to pay the Excess Proceeds Remarketing Amount, if any, to the
            applicable selling Holders; and

            (b) to the extent the proceeds relate to Separate Trust Preferred
      Securities, to pay such proceeds to the applicable selling Holders; and

                  (i) provide that the Remarketing Agent's Fee for the
            Remarketing will be as agreed among the Sponsor, the Trust and the
            Remarketing Agent and set forth in the Remarketing Agreement.

            (c) The Sponsor and the Trust shall use their commercially
      reasonable efforts to effect remarketing of the Trust Preferred Securities
      as described in this Article X. If in the judgment of counsel to the
      Sponsor or to the Remarketing Agent it is necessary for a registration
      statement covering the Trust Preferred Securities to have been filed and
      have become effective under the Securities Act in order to effect the
      Remarketing, then the Sponsor and the Trust shall use their commercially
      reasonable efforts (i) to ensure that a registration statement covering
      the full Accreted Liquidation Amount of Trust Preferred Securities to be
      remarketed shall have become effective in a form that will enable the
      Remarketing Agent to rely on it in connection with the Remarketing or (ii)
      effect such Remarketing pursuant to Rule 144A under the Securities Act or
      another available exemption from the registration requirements under the
      Securities Act.

      SECTION 10.2. Sponsor Decisions in Connection With Remarketing.

      In connection with Remarketings, the Sponsor shall have the right
hereunder to change certain terms of the Trust Preferred Securities (and under
Section 2.10 of the Supplement Indenture, the Sponsor has the right to make
corresponding changes in certain terms of the Debentures) as provided below in
this Section 10.2. By not later than the 30th day prior to each Remarketing
Date, the Sponsor will specify the following information or decisions in a
notice to the Remarketing Agent, the Property Trustee, the Debenture Trustee and
the Stock Purchase Contract Agent (paragraphs (a) through (e) applying only if
the Remarketing is Successful and paragraph (f) applying only if the related
Remarketing Settlement Date is February 15, 2009 and the Remarketing is a Failed
Remarketing):

            (a) whether from and after the Remarketing Settlement Date the
      Debentures will pay interest (and, accordingly, the Trust Preferred
      Securities will pay Distributions) in cash (it being understood and agreed
      that, unless the Sponsor affirmatively elects to cause the Debentures to
      pay interest (and the Trust Preferred Securities to pay Distributions) in
      cash from and after the Remarketing Settlement Date, interest will not be
      paid or Distributions made in cash but, instead, will accrete in
      accordance with Section 4.1(a) of this Agreement and Section 2.10 of the
      Supplemental Indenture, as applicable);

            (b) whether the Debenture Stated Maturity Date (and, accordingly,
      the Scheduled Redemption Date) will remain at February 15, 2040 or will be
      changed to an earlier date (specifying such date if applicable); provided,
      however, that the Debenture Stated Maturity Date may not be changed to a
      date earlier than the second anniversary of

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<PAGE>

      the Stock Purchase Date or, if the Remarketing Settlement Date occurs
      during a Deferral Period, the fifth anniversary of the first day of such
      Deferral Period;

            (c) whether the Debentures (and, accordingly, the Trust Preferred
      Securities) will be redeemable at the Sponsor's option on a day prior to
      the Debenture Stated Maturity Date and, if so, the date on and after which
      the Debentures may be so redeemed and the redemption price or prices;
      provided, however, that an early redemption date for the Debentures and
      related early Redemption Date hereunder may not be a date earlier than the
      second anniversary of the Stock Purchase Date or, if the Remarketing
      Settlement Date occurs during a Deferral Period, the fifth anniversary of
      the first day of such Deferral Period;

            (d) whether the Sponsor elects, in connection with the Remarketing,
      to add any additional financial covenants to the Indenture applicable to
      the Debentures, including the form of supplemental indenture proposed to
      be entered into in order to give effect to such additional financial
      covenants if the Sponsor is choosing to add any financial covenants;

            (e) whether in connection with such Remarketing the Sponsor is
      exercising its right under Section 6.1 of the Supplemental Indenture and
      Section 6.3 of the Guarantee Agreement to cause the subordination
      provisions in the Indenture applicable to the Debentures and in the
      Guarantee Agreement to no longer be of force and effect from and after the
      then current Remarketing Settlement Date; and

            (f) if the Remarketing Settlement Date is February 15, 2009 and if
      the related Remarketing is a Failed Remarketing:

                  (i) whether the Debenture Stated Maturity Date (and,
            accordingly, the Scheduled Redemption Date) will remain at February
            15, 2040 or will be changed to an earlier date (specifying such date
            if applicable); and

                  (ii) whether the Debentures (and, accordingly, the Trust
            Preferred Securities) will be redeemable at the Sponsor's option on
            a date prior to the Debenture Stated Maturity Date and, if so, the
            date on and after which the Debentures may be so redeemed;

      provided, however, any changed Debenture Stated Maturity Date and
Scheduled Redemption Date determined pursuant to clause (i) or early redemption
date determined pursuant to clause (ii) may not be a date earlier than August
15, 2010 or, if February 15, 2009 occurs during a Deferral Period, the fifth
anniversary of the first day of such Deferral Period.

      SECTION 10.3. Reset of Distribution Rate in Connection with Remarketings
and Related Changes in Terms.

            (a) As part of and in connection with each Remarketing, the
      Remarketing Agent shall reset the Distribution Rate, as contemplated by
      Section 10.1(a)(ii) and in accordance with the other provisions of this
      Article X, to a new rate (the "Reset Rate"), rounded to the nearest
      one-thousandth (0.001) of one percent per annum, that will apply

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<PAGE>

      to all Trust Preferred Securities (whether or not the Holders thereof
      participated in the Remarketing) if such Remarketing is Successful for
      each Distribution Period commencing on or after such Remarketing
      Settlement Date, subject to the following provisions and limitations:

                  (i) the Reset Rate in connection with a Remarketing for
            settlement on the Remarketing Settlement Date, if such date is on or
            prior to November 15, 2008, may not be reset to a rate per annum
            that exceeds the Reset Cap; and

                  (ii) the Reset Rate may not be less than 0% per annum in
            connection with any Remarketing.

            (b) If the Remarketing has been determined to be Successful in
      accordance with Section 10.4(e), by approximately 4:30 P.M., New York City
      time, on any Remarketing Date, the Remarketing Agent shall notify the
      Sponsor, the Property Trustee, the Debenture Trustee and the Stock
      Purchase Contract Agent that the Remarketing was Successful and the Reset
      Rate determined as part of such Remarketing in accordance with this
      Article X.

            (c) If a Remarketing is Successful, then commencing with the related
      Remarketing Settlement Date the Distribution Rate shall be reset to the
      Reset Rate determined in accordance with this Article X pursuant to such
      Remarketing and the other changes, if any, in the terms of the Debentures
      and the Trust Preferred Securities, as applicable, as notified by the
      Sponsor pursuant to Section 10.2, shall become effective (in accordance
      with the Indenture in the case of the Debentures).

            (d) If a Remarketing for a settlement on a Remarketing Settlement
      Date prior to February 15, 2009 is not Successful:

                  (i) no Trust Preferred Securities will be sold in such
            Remarketing;

                  (ii) the Distribution Rate will remain unchanged unless and
            until it is reset pursuant to a subsequent Remarketing in accordance
            with this Article X;

                  (iii) the other changes, if any, in the terms of the
            Debentures and the Trust Preferred Securities, as applicable, as
            notified by the Sponsor pursuant to Section 10.2, shall not become
            effective (whether pursuant to this Agreement in the case of the
            Trust Preferred Securities or pursuant to the Indenture in the case
            of the Debentures); and

                  (iv) the Sponsor, the Trust and the applicable Remarketing
            Agent shall attempt another Remarketing on the next succeeding date
            that is a Remarketing Settlement Date.

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            (e) If a Remarketing for a settlement on the February 15, 2009
      Remarketing Settlement Date is not Successful:

                  (i) no Trust Preferred Securities will be sold in such
            Remarketing and no further attempts at Remarketing shall be made;

                  (ii) the Distribution Rate will remain unchanged and, in
            accordance with the Supplemental Indenture, the Debentures will
            continue to bear cash interest (and under this Trust Agreement the
            Trust Preferred Securities will continue to bear cash Distributions)
            at the Distribution Rate otherwise in effect, payable semi-annually
            on each February 15 and August 15 thereafter;

                  (iii) the other changes, if any, in the terms of the
            Debentures and the Trust Preferred Securities, as applicable, as
            notified by the Sponsor pursuant to clauses (a) through (e) of the
            second sentence in Section 10.2, shall not become effective (whether
            pursuant to this Trust Agreement in the case of the Trust Preferred
            Securities or pursuant to the Indenture in the case of the
            Debentures);

                  (iv) the Debenture Stated Maturity Date, Scheduled Redemption
            Date, and early redemption date for the Debentures and Trust
            Preferred Securities, will change in accordance with paragraph (f)
            of the second sentence of Section 10.2, as applicable;

                  (v) in the case of Trust Preferred Securities that are
            included in Normal Common Equity Units, such Trust Preferred
            Securities will be applied in satisfaction of the Holders'
            obligations under Stock Purchase Contracts in accordance with the
            Pledge Agreement; and

                  (vi) in the case of Separate Trust Preferred Securities, such
            Trust Preferred Securities will be returned to the related Holders
            in accordance with the Pledge Agreement and Holders of Separate
            Trust Preferred Securities will have the rights provided for in
            Section 10.5.

      SECTION 10.4. Remarketing Procedures.

            (a) The Property Trustee will give Holders hereunder, the Stock
      Purchase Contract Agreement provides the Stock Purchase Agent will give
      Holders (as defined therein) of Common Equity Units, and the Sponsor will
      request that DTC give to its participants holding Common Equity Units or
      Trust Preferred Securities, notice of a Remarketing at least 21 Business
      Days prior to the related Remarketing Date. Such notice will set forth:

                  (i) whether for Distribution Periods commencing on or after
            the Remarketing Settlement Date the Debentures will pay interest
            (and, accordingly, the Trust Preferred Securities will pay
            Distributions) in cash or instead will accrete interest and
            Distributions, as applicable, together with the applicable
            Distribution Dates and related record dates;

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<PAGE>

                  (ii) any change in the Debenture Stated Maturity Date and
            Scheduled Redemption Date and, if applicable, the date on and after
            which the Sponsor will have the right to redeem the Debentures
            (resulting in a redemption by the Trust of the Trust Preferred
            Securities);

                  (iii) whether the Sponsor's obligations under the Debentures
            and the Guarantee Agreement will remain subordinated after the
            Remarketing Settlement Date;

                  (iv) any other changes in the terms of the Debentures or the
            Trust Preferred Securities notified by the Sponsor in connection
            with such Remarketing pursuant to Section 10.2 (including, if the
            Remarketing Settlement Date is February 15, 2009 and the Remarketing
            is a Failed Remarketing, any change in the Debenture Stated Maturity
            Date and Scheduled Redemption Date and, if applicable, the date on
            or after which the Sponsor will have the right to redeem the
            Debentures (resulting in a redemption by the Sponsor of the Common
            Equity Units));

                  (v) the procedures a beneficial owner must follow if it holds
            its Trust Preferred Securities as a component of Normal Common
            Equity Units to elect not to participate in the Remarketing and the
            date by which such election must be made;

                  (vi) the procedures a beneficial owner must follow if it holds
            Separate Trust Preferred Securities to elect to participate in the
            Remarketing; and

                  (vii) in the case of a Remarketing for settlement on the
            February 15, 2009 Remarketing Settlement Date, the procedures an
            Owner must follow in the event such Remarketing is a Failed
            Remarketing if such Owner holds Separate Trust Preferred Securities
            to exercise its Put Right.

            (b) On any Remarketing Date, all outstanding Trust Preferred
      Securities included in Normal Common Equity Units will be tendered or
      deemed tendered to the Remarketing Agent for Remarketing unless the Holder
      thereof elects not to participate in the Remarketing. Each Holder of Trust
      Preferred Securities included in Normal Common Equity Units, by purchasing
      such Trust Preferred Securities, agrees to have such Trust Preferred
      Securities remarketed on any Remarketing Date (unless such Holder elects
      not to participate in the Remarketing as provided herein) and authorizes
      the Remarketing Agent to take any and all action on its behalf necessary
      to effect the Remarketing. On any Remarketing Date, each Holder of Trust
      Preferred Securities included in Normal Common Equity Units will have the
      right to elect not to have its Trust Preferred Securities remarketed by
      giving notice and taking the other actions provided for in Section 5.05 of
      the Pledge Agreement.

            (c) Each Holder of Separate Trust Preferred Securities may elect to
      have such Holder's Separate Trust Preferred Securities remarketed in any
      Remarketing. A Holder making such an election must, pursuant to the Pledge
      Agreement, notify the Custodial Agent and deliver such Separate Trust
      Preferred Securities to the Custodial Agent on or prior to 5:00 P.M., New
      York City time, on or prior to the fifth Business Day

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<PAGE>

      immediately preceding the applicable Remarketing Date (but no earlier than
      the Distribution Date immediately preceding the applicable Remarketing
      Date). Any such notice and delivery may not be conditioned upon the level
      at which the Reset Rate is established in the Remarketing or any other
      condition. Any such notice and delivery may be withdrawn on or prior to
      5:00 P.M., New York City time, on the fifth Business Day immediately
      preceding the applicable Remarketing Date in accordance with the
      provisions set forth in the Pledge Agreement. Any such notice and delivery
      not withdrawn by such time will be irrevocable with respect to such
      Remarketing. Pursuant to Section 5.07(c) of the Pledge Agreement, promptly
      after 11:00 A.M., New York City time, on the Business Day immediately
      preceding the applicable Remarketing Date, the Custodial Agent, based on
      the notices and deliveries received by it prior to such time, shall notify
      the Remarketing Agent of the Initial Liquidation Amount of Separate Trust
      Preferred Securities to be tendered for Remarketing and shall cause such
      Separate Trust Preferred Securities to be presented to the Remarketing
      Agent.

            (d) If the Remarketing on a Remarketing Date is Successful, then the
      Remarketing Agent shall deduct the Remarketing Agent's Fee to which it is
      entitled as provided in Section 10.1 and the related Remarketing Agreement
      from the proceeds of such Remarketing and remit the remaining proceeds to
      the Property Trustee in accordance with Section 10.1(a)(iii) for
      application as provided therein.

            (e) If by 4:00 P.M., New York City time, on any Remarketing Date the
      Remarketing Agent has found buyers for all of the Trust Preferred
      Securities offered in the Remarketing in accordance with this Article X, a
      Successful Remarketing shall be deemed to have occurred. In the event of a
      Successful Remarketing, the Sponsor shall issue a press release through
      Bloomberg Business News or other reasonable means of distribution stating
      that such Remarketing was successful and specifying the Reset Rate and
      shall post such information on its website on the World Wide Web.

            (f) If, by 4:00 P.M., New York City time, on any Remarketing Date
      the Remarketing Agent is unable to find buyers for all of the Trust
      Preferred Securities offered in the Remarketing in accordance with this
      Article X, a Failed Remarketing shall be deemed to have occurred. In the
      event of a Failed Remarketing, the Sponsor shall issue a press release
      through Bloomberg Business News or other reasonable means of distribution
      stating that such Remarketing was a Failed Remarketing and, if such Failed
      Remarketing was for settlement on February 15, 2009, stating the aggregate
      principal amount of Debentures that the Sponsor will be required to
      repurchase as required pursuant to Section 2.7 of the Supplemental
      Indenture, and the related aggregate Accreted Liquidation Amount of Trust
      Preferred Securities that the Trust will be required to purchase pursuant
      to Section 10.5, and publish such information on its website on the World
      Wide Web.

            (g) The right of each Holder (whether of Separate Trust Preferred
      Securities or of Trust Preferred Securities included in Normal Common
      Equity Units) to have its Trust Preferred Securities remarketed and sold
      in connection with any Remarketing shall be limited to the extent that (i)
      the Remarketing Agent conducts a Remarketing pursuant to the terms of the
      Remarketing Agreement, (ii) the Remarketing Agent is able to find a

                                       61
<PAGE>

      purchaser or purchasers for the Trust Preferred Securities offered in the
      Remarketing in accordance with this Article X and the Remarketing
      Agreement, and (iii) the purchaser or purchasers deliver the purchase
      price therefor to the Remarketing Agent as and when required.

            (h) Neither the Property Trustee, the Sponsor nor the Remarketing
      Agent shall be obligated in any case to provide funds to make payment upon
      tender of Trust Preferred Securities for remarketing.

      SECTION 10.5. Put Right.

            (a) Subject to Section 10.5(b), if there has been a Final Failed
      Remarketing, Holders of Trust Preferred Securities will, subject to this
      Section 10.5, have the right (the "Put Right") to require:

                  (i) the Property Trustee, as Holder (as defined in the
            Indenture) of Debentures, to exercise its right under Section 2.7 of
            the Supplemental Indenture to require the Sponsor to purchase
            thereunder a Like Amount of Debentures; and

                  (ii) as a consequence, to require the Sponsor to purchase on
            February 15, 2010 under and in accordance with such Section 2.7 of
            the Supplemental Indenture a Like Amount of Debentures for
            consideration per Debenture (the "Put Consideration") of cash in an
            amount equal to 100% of their Accreted Principal Amount as of such
            date plus a junior subordinated note of the Sponsor, bearing
            interest at the rate of 4.91% per annum, in the amount of the
            accrued and unpaid interest (including Additional Interest) to but
            excluding such date on such Debentures and payable on August 15,
            2010 or, if February 15, 2010 is during a Deferral Period and such
            Deferral Period ends after August 15, 2010, the fifth anniversary of
            the first day of such Deferral Period.

      The Property Trustee will remit to each Holder of Separate Trust Preferred
Securities making such election the Put Consideration upon receipt of the Put
Consideration from the Sponsor.

            (b) The Put Right of a Holder of Separate Trust Preferred Securities
      will only be exercisable upon delivery of a notice to the Property Trustee
      by such Holder on or prior to 11:00 A.M., New York City time, on the
      second Business Day prior to the February 15, 2010 Remarketing Settlement
      Date. A Holder may give such notice by, when it makes its election under
      Section 10.4(c) to cause its Trust Preferred Securities to be offered in
      the Remarketing, stating in such notice that, in the event such
      Remarketing is in connection with the February 15, 2010 Remarketing
      Settlement Date and if such Remarketing is a Failed Remarketing, then such
      Holder makes the election provided for under this Section 10.5.

            (c) The rights of Holders of Trust Preferred Securities included in
      Normal Common Equity Units, including their Put Rights, will be subject to
      the security interest in favor of the Sponsor provided for in the Pledge
      Agreement.

                                       62
<PAGE>

      SECTION 10.6. Common Securities.

      The terms of the Common Securities shall automatically be modified as and
when the terms of Trust Preferred Securities change pursuant to this Article,
with the consequence that the terms of the Trust Preferred Securities shall at
all times be identical to the terms of the Common Securities, except (i) for the
subordination of the Common Securities pursuant to Section 4.3 and (ii) that
Section 10.5 shall apply only to the Trust Preferred Securities.

                                   ARTICLE XI
                   OTHER COMMON EQUITY UNIT RELATED PROVISIONS

      SECTION 11.1. Tax Treatment.

      Each Holder of Trust Preferred Securities agrees, by acceptance of Trust
Preferred Securities, and each Owner agrees, by acceptance of a beneficial
interest in Trust Preferred Securities, to treat for all United States federal
income tax purposes (i) the Trust as a grantor trust, (ii) itself as the owner
of the Stock Purchase Contracts and the related ownership interest in the Trust
Preferred Securities or treasury securities pledged under the Pledge Agreement,
as the case may be, (iii) the Debentures as indebtedness of the Sponsor, and
(iv) the fair market value of each undivided beneficial interest in each
ownership interest in the Trust Preferred Securities included in each Normal
Common Equity Unit as $12.50 and the fair market value of each Stock Purchase
Contract as $0.

                                  ARTICLE XII
                            MISCELLANEOUS PROVISIONS

      SECTION 12.1. Limitation of Rights of Holders.

      Except as set forth in Section 9.2, the death or incapacity of any person
having an interest, beneficial or otherwise, in Trust Securities shall not
operate to terminate this Trust Agreement, nor dissolve or annul the Trust, nor
entitle the legal representatives or heirs of such Person or any Holder for such
person, to claim an accounting, take any action or bring any proceeding in any
court for a partition or winding up of the arrangements contemplated hereby, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

      SECTION 12.2. Amendment.

            (a) This Trust Agreement may be amended from time to time by the
      Administrative Trustees and the Holders of all of the Common Securities,
      without the consent of any Holder of the Trust Preferred Securities, (i)
      to cure any ambiguity, correct or supplement any provision herein that may
      be inconsistent with any other provision herein, or to make any other
      provisions with respect to matters or questions arising under this Trust
      Agreement, which shall not be inconsistent with the other provisions of
      this Trust Agreement, or (ii) to modify, eliminate or add to any
      provisions of this Trust Agreement to such extent as shall be necessary to
      ensure that the Trust will not be taxable as a corporation or classified
      as other than a grantor trust for United States Federal income tax
      purposes at all times that any Trust Securities are outstanding, to ensure
      that the Trust will not be required to register as an "investment company"
      under the

                                       63
<PAGE>

      Investment Company Act or to ensure the treatment of the Trust Preferred
      Securities as Tier 1 regulatory capital under the prevailing Federal
      Reserve rules and regulations; provided, however, that in the case of
      either clause (i) or (ii), such action shall not adversely affect in any
      material respect the interests of any Holder. Any such amendment shall
      become effective when notice is given to the Holders of the Trust
      Preferred Securities.

            (b) Except as provided in Section 12.2(c), any provision of this
      Trust Agreement may be amended by the Administrative Trustees, the
      Property Trustee, and the Holders of all of the Common Securities and with
      (i) the consent of Holders of at least a Majority in Accreted Liquidation
      Amount of the Trust Preferred Securities, and (ii) receipt by the Trustees
      of an Opinion of Counsel to the effect that such amendment or the exercise
      of any power granted to the Trustees or the Administrative Trustees in
      accordance with such amendment will not affect the Trust's status as a
      grantor trust or cause the Trust to be taxable as a corporation or as
      other than a grantor trust for United States Federal income tax purposes
      or affect the Trust's exemption from status as an "investment company"
      under the Investment Company Act.

            (c) In addition to and notwithstanding any other provision in this
      Trust Agreement, without the consent of each affected Holder (such consent
      being obtained in accordance with Section 6.3 or 6.6 hereof), this Trust
      Agreement may not be amended to (i) change the amount or timing of any
      Distribution on the Trust Securities or otherwise adversely affect the
      amount of any Distribution required to be made in respect of the Trust
      Securities as of a specified date, or (ii) restrict the right of a Holder
      to institute suit for the enforcement of any such payment on or after such
      date; and notwithstanding any other provision herein, without the
      unanimous consent of the Holders (such consent being obtained in
      accordance with Section 6.3 or 6.6 hereof), this paragraph (c) of this
      Section 12.2 may not be amended.

            (d) If any proposed amendment to the Trust Agreement provides for,
      or the Trustees otherwise propose to effect, (i) any action that would
      adversely affect in any material respect the powers, preferences or
      special rights of the Trust Preferred Securities, whether by way of
      amendment to the Trust Agreement or otherwise, or (ii) the dissolution and
      winding-up of the Trust, other than pursuant to the terms of this Trust
      Agreement, then the Holders of Outstanding Trust Preferred Securities as a
      class will be entitled to vote on such amendment or proposal and such
      amendment or proposal shall not be effective except with the approval of
      the Holders of at least a Majority in Accreted Liquidation Amount of the
      Trust Preferred Securities. Notwithstanding any other provision of this
      Trust Agreement, no amendment to this Trust Agreement may be made if, as a
      result of such amendment, it would cause the Trust to be taxable as a
      corporation or classified as other than a grantor trust for United States
      federal income tax purposes.

            (e) Notwithstanding any other provisions of this Trust Agreement, no
      Trustee shall enter into or consent to any amendment to this Trust
      Agreement that would cause the Trust to fail or cease to qualify for the
      exemption from status as an "investment company" under the Investment
      Company Act or to be taxable as a corporation or to be classified as other
      than a grantor trust for United States Federal income tax purposes.

                                       64
<PAGE>

            (f) Notwithstanding anything in this Trust Agreement to the
      contrary, without the consent of the Sponsor and the Administrative
      Trustees, this Trust Agreement may not be amended in a manner that imposes
      any additional obligation on the Sponsor or the Administrative Trustees.

            (g) Notwithstanding anything in this Trust Agreement to the
      contrary, without the consent of the Property Trustee, this Trust
      Agreement may not be amended in a manner that imposes any additional
      obligation on, or adversely affects any rights, immunities or indemnities
      of, the Property Trustee.

            (h) Notwithstanding anything in this Trust Agreement to the
      contrary, without the consent of the Delaware Trustee, this Trust
      Agreement may not be amended in a manner that imposes any additional
      obligation on, or adversely affects any rights, immunities or indemnities
      of, the Delaware Trustee.

            (i) In the event that any amendment to this Trust Agreement is made,
      the Administrative Trustees shall promptly provide to the Sponsor and the
      Property Trustee a copy of such amendment.

            (j) Neither the Property Trustee nor the Delaware Trustee shall be
      required to enter into any amendment to this Trust Agreement that affects
      its own rights, duties or immunities under this Trust Agreement. The
      Property Trustee shall be entitled to receive an Opinion of Counsel and an
      Officers' Certificate stating that any amendment to this Trust Agreement
      is in compliance with this Trust Agreement.

      SECTION 12.3. Separability.

      In case any provision in this Trust Agreement or in the Trust Securities
Certificates shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

      SECTION 12.4. Governing Law.

      This Trust Agreement and the rights and obligations of each of the
Holders, the Trust, the Sponsor and the Trustees with respect to this Trust
Agreement and the Trust Securities shall be construed in accordance with and
governed by the laws of the State of Delaware without reference to its conflicts
of laws provisions.

      SECTION 12.5. Payments Due on Non-Business Day.

      If the date fixed for any payment on any Trust Security shall be a day
that is not a Business Day, then such payment need not be made on such date but
may be made on the next succeeding day that is a Business Day, with the same
force and effect as though made on the date fixed for such payment, and no
Distributions shall accumulate on such unpaid amount for the period after such
date.

                                       65
<PAGE>

      SECTION 12.6. Successors.

      This Trust Agreement shall be binding upon and shall inure to the benefit
of any successor to the Sponsor, the Trust and any Trustee, including any
successor by operation of law. Except in connection with a consolidation, merger
or sale involving the Sponsor that is permitted under Article X of the Base
Indenture and pursuant to which the assignee agrees in writing to perform the
Sponsor's obligations hereunder, the Sponsor shall not assign its obligations
hereunder.

      SECTION 12.7. Headings.

      The Article and Section headings are for convenience only and shall not
affect the construction of this Trust Agreement.

      SECTION 12.8. Reports, Notices and Demands.

      Any report, notice, demand or other communication that by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
any Holder, the Sponsor or the Sponsor may be given or served in writing by
deposit thereof, first-class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (a) in the case of
a Holder of Trust Preferred Securities, to such Holder as such Holder's name and
address may appear on the Securities Register and (b) in the case of the Holder
of the Common Securities or the Sponsor, to MetLife, Inc., 27-01 Queens Plaza
North, Long Island City, New York 11101, facsimile 212-578-0266, Attention:
Treasurer, or to such other address as may be specified in a written notice by
the Sponsor to the Property Trustee. Such notice, demand or other communication
to or upon a Holder shall be deemed to have been sufficiently given or made, for
all purposes, upon hand delivery, mailing or transmission. Such notice, demand
or other communication to or upon the Sponsor or the Holder of the Common
Securities shall be deemed to have been sufficiently given or made only upon
actual receipt of the writing by the Sponsor or the Holder of the Common
Securities, as the case may be. Any notice, demand or other communication that
by any provision of this Trust Agreement is required or permitted to be given or
served to or upon the Trust, the Property Trustee, the Delaware Trustee, the
Administrative Trustees or the Trust shall be given in writing addressed to such
Person as follows: (a) with respect to the Property Trustee, to J.P. Morgan
Trust Company, National Association, Worldwide Securities Services, 4 New York
Plaza, 15th Floor, New York, New York 10004, Attention: Worldwide Securities
Services, Telephone: (212) 623-5233, Facsimile: (212) 623-6215; (b) with respect
to the Delaware Trustee, to Chase Bank USA, National Association, c/o JPMorgan
Chase Bank, 500 Stanton Christiana Road, 3rd Floor/OPS4, Newark, DE 19713,
Attention: Worldwide Securities Services; (c) with respect to the Administrative
Trustees, to them at c/o Chase Bank USA, National Association, 500 Stanton
Christiana Road, 3rd Floor/OPS4, Newark, Delaware 19713, Attention:
Institutional Trust Services, facsimile: (302) 552-6280; and (d) with respect to
the Trust, to its principal office specified in Section 2.2, with a copy to the
Property Trustee. Such notice, demand or other communication to or upon the
Trust, the Delaware Trustee, the Property Trustee or the Administrative Trustees
shall be deemed to have been sufficiently given or made only upon actual receipt
of the writing by the Trust, the Property Trustee or such Administrative
Trustee.

                                       66
<PAGE>

      SECTION 12.9. Agreement Not to Petition.

      Each of the Trustees and the Sponsor agree for the benefit of the Holders
that, until at least one year and one day after the Trust has been dissolved in
accordance with Article IX, they shall not file, or join in the filing of, a
petition against the Trust under any bankruptcy, insolvency, reorganization or
other similar law (including the United States Bankruptcy Code) (collectively,
"Bankruptcy Laws") or otherwise join in the commencement of any proceeding
against the Trust under any Bankruptcy Law. If the Sponsor takes action in
violation of this Section 12.9, the Property Trustee agrees, for the benefit of
Holders, that at the expense of the Sponsor, it shall file an answer with the
bankruptcy court or otherwise properly contest the filing of such petition by
the Sponsor against the Trust or the commencement of such action and raise the
defense that the Sponsor has agreed in writing not to take such action and
should be stopped and precluded therefrom and such other defenses, if any, as
counsel for the Trustee or the Trust may assert.

      SECTION 12.10. Trust Indenture Act; Conflict with Trust Indenture Act.

            (a) Except as otherwise expressly provided herein, the Trust
      Indenture Act shall apply as a matter of contract to this Trust Agreement
      for purposes of interpretation, construction and defining the rights and
      obligations hereunder, and this Trust Agreement, the Sponsor and the
      Property Trustee shall be deemed for all purposes hereof to be subject to
      and governed by the Trust Indenture Act to the same extent as would be the
      case if this Trust Agreement were qualified under that Act on the date
      hereof. Except as otherwise expressly provided herein, if and to the
      extent that any provision of this Trust Agreement limits, qualifies or
      conflicts with the duties imposed by Sections 310 to 317, inclusive, of
      the Trust Indenture Act, such imposed duties shall control.

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

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

      SECTION 12.11. Acceptance of Terms of Trust Agreement, Guarantee Agreement
and Indenture.

THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON
BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER
MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE
HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL
THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND
THE INDENTURE, AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF
THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF
THE TRUST, SUCH HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS
TRUST

                                       67
<PAGE>

AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND
SUCH HOLDER AND SUCH OTHERS.

      SECTION 12.12. Counterparts.

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

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       68
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Declaration of Trust.

                                             METLIFE, INC., as Sponsor

                                             By:   /s/ Joseph Prochaska, Jr.
                                                 -------------------------------
                                                 Name:
                                                 Title:

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

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

                                             CHASE BANK USA, NATIONAL
                                             ASSOCIATION, as Delaware Trustee

                                             By:  /s/ John J. Cashin
                                                 -------------------------------
                                                 Name:  John J. Cashin
                                                 Title: Vice President

                                             ANTHONY J. WILLIAMSON
                                             as Administrative Trustee

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

                                             PHILIP SALMON,
                                             as Administrative Trustee

                                             By:  /s/ Philip Salmon
                                                 -------------------------------
                                                 Name:
                                                 Title:

                                       69
<PAGE>

                                             THOMAS CURRAN,
                                             as Administrative Trustee

                                             By:  /s/ Thomas Curran
                                                --------------------------------
                                                 Name:
                                                 Title:

                                       70
<PAGE>

STATE OF     New York )
                      )ss
COUNTY OF    Queens   )

      On before me, the undersigned, a Notary Public in and for
the State of New York, County of New York, personally appeared Joseph Prochaska,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument, and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that the foregoing instrument is the free act and deed of the entity upon
behalf of which such person acted.

                                             WITNESS my hand and official seal

                                             SIGNATURE:  /s/ Irina Kristen Azer

(This area for official notarial seal)

STATE OF     New York )
                      )ss
COUNTY OF    Queens   )

      On before me, the undersigned, a Notary Public in and for
the State of New York, County of New York, personally appeared Anthony J.
Williamson, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument,
and acknowledged to me that he/she executed the same in his/her authorized
capacity, and that the foregoing instrument is the free act and deed of the
entity upon behalf of which such person acted.

                                             WITNESS my hand and official seal

                                             SIGNATURE:  /s/ Irina Kristen Azer

                                       71
<PAGE>

(This area for official notarial seal)

STATE OF     New York )
                      )ss
COUNTY OF    Queens   )

      On before me, the undersigned, a Notary Public in and for
the State of New York, County of New York, personally appeared Philip Salmon,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument, and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that the foregoing instrument is the free act and deed of the entity upon
behalf of which such person acted.

                                             WITNESS my hand and official seal

                                             SIGNATURE:  /s/ Irina Kristen Azer

 (This area for official notarial seal)

STATE OF     New York )
                      )ss
COUNTY OF    Queens   )

      On before me, the undersigned, a Notary Public in and for
the State of New York, County of New York, personally appeared Thomas Curran,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument, and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that the foregoing instrument is the free act and deed of the entity upon
behalf of which such person acted.

                                             WITNESS my hand and official seal

                                             SIGNATURE:  /s/ Irina Kristen Azer

                                       72
<PAGE>

(This area for official notarial seal)

STATE OF     New York )
                      )ss
COUNTY OF    New York )

      On before me, the undersigned, a Notary Public in and for
the County and State of New York, personally appeared Paul J. Schmalzel,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument, and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that the foregoing instrument is the free act and deed of the entity upon
behalf of which such person acted.

                                             WITNESS my hand and official seal

                                             SIGNATURE:  /s/ Emily Fayan

(This area for official notarial seal)

STATE OF     Delaware   )
                        )ss
COUNTY OF    New Castle )

      On before me, the undersigned, a Notary Public in and for
the State of Delaware, New Castle County, personally appeared John J. Cashin,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument, and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that the foregoing instrument is the free act and deed of the entity upon
behalf of which such person acted.

                                             WITNESS my hand and official seal

                                             SIGNATURE:  /s/ Sarika M. Sheth
(This area for official notarial seal)

                                       73
<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       TO
                              CERTIFICATE OF TRUST
                                       OF
                            METLIFE CAPITAL TRUST III

            THIS Certificate of Amendment to Certificate of Trust of MetLife
Capital Trust III (the "Trust"), is being duly executed and filed by the
undersigned trustee to amend the Certificate of Trust of the Trust, dated May
17, 2001 (the "Certificate of Trust"), pursuant to the Delaware Statutory Trust
Act (12 Del. C. Section 3801, et seq.) (the "Act").

            1. Name. The name of the statutory trust is MetLife Capital Trust
III.

            2. Amendment to Certificate of Trust. The Certificate of Trust is
hereby amended by amending and restating Section 2 thereof in its entirety as
follows:

            "2. Delaware Trustee. The name and business address of the trustee
of the Trust with a principal place of business in the State of Delaware is:

                             Chase Manhattan Bank USA, National Association
                             500 Stanton Christiana Road
                             OPS4/3rd Floor
                             Newark, Delaware 19713
                             Attn: "Institutional Trust Services"

            3. Effective Date. This Certificate of Amendment shall be effective
upon filing.

            IN WITNESS WHEREOF, the undersigned trustees of the Trust has
executed this Certificate of Amendment in accordance with Section 3811(a)(2) of
the Act.

                                             CHASE MANHATTAN BANK USA,
                                             NATIONAL ASSOCIATION,
                                             not in its individual capacity but
                                             solely as trustee

                                             By: /s/ John J. Cashin
                                                 ------------------------------
                                                 Name: John J. Cashin
                                                 Title: Vice President

                                      A-1
<PAGE>

                                    EXHIBIT B

                     [FORM OF COMMON SECURITIES CERTIFICATE]
  THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH APPLICABLE LAW
                     AND SECTION 5.10 OF THE TRUST AGREEMENT

Certificate Number _______________       Number of Common Securities __________

                    Certificate Evidencing Common Securities
                          of MetLife Capital Trust III

                            6.375% Common Securities

             (Initial Liquidation Amount $1,000 per Common Security)

      MetLife Capital Trust III, a statutory trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that ________________ (the
"Holder") is the registered owner of _________________ (___________) Common
Securities of the Trust representing undivided common beneficial interests in
the assets of the Trust and designated the 6.375% Common Securities (Initial
Liquidation Amount $1,000 per Common Security) (the "Common Securities"). Except
in accordance with the Trust Agreement (as defined below), the Common Securities
are not transferable and, to the fullest extent permitted by law, any attempted
transfer hereof other than in accordance therewith shall be void. The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Common Securities are set forth in, and this certificate and
the Common Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Declaration of
Trust of the Trust, dated as of June 21, 2005, as the same may be amended from
time to time (the "Trust Agreement"), among MetLife, Inc., as Sponsor, J.P.
Morgan Trust Company, National Association, as Property Trustee, Chase Bank USA,
National Association, as Delaware Trustee, the Administrative Trustees named
therein, and the Holders of Trust Securities, including the designation of the
terms of the Common Securities as set forth therein. The Trust will furnish a
copy of the Trust Agreement to the Holder without charge upon written request to
the Trust at its principal place of business or registered office. Upon receipt
of this certificate, the Holder is bound by the Trust Agreement and is entitled
to the benefits thereunder.

      Terms used but not defined herein have the meanings set forth in the Trust
Agreement.

                                      B-1
<PAGE>

      IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this _______ day of ____________, 20__.

                                             METLIFE CAPITAL TRUST III

                                             By: ____________________________
                                                 Name:
                                                 Title: Administrative Trustee

                                      B-2
<PAGE>

                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

            This is one of the Common Securities referred to in the above
mentioned Trust Agreement.

Dated: _______________

                                             _________________________________
                                             As Property Trustee

                                             By: _____________________________
                                                 Name:
                                                 Title: Administrative Trustee

                                      B-3
<PAGE>

                                                                       EXHIBIT C

                [FORM OF TRUST PREFERRED SECURITIES CERTIFICATE]

      [This Trust Preferred Securities Certificate is a Book-Entry Trust
Preferred Securities Certificate within the meaning of the Trust Agreement
hereinafter referred to and is registered in the name of a Clearing Agency or a
nominee of a Clearing Agency. This Trust Preferred Securities Certificate is
exchangeable for Trust Preferred Securities Certificates registered in the name
of a person other than the Clearing Agency or its nominee only in the limited
circumstances described in the Trust Agreement and may not be transferred except
as a whole by the Clearing Agency to a nominee of the Clearing Agency or by a
nominee of the Clearing Agency to the Clearing Agency or another nominee of the
Clearing Agency, except in the limited circumstances described in the Trust
Agreement.

      Unless this Trust Preferred Securities Certificate is presented by an
authorized representative of The Depository Trust Company, a New York
Corporation ("DTC"), to MetLife Capital Trust III or its agent for registration
of transfer, exchange or payment, and any Trust Preferred Securities Certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO A PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.]1

      NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), NO
ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S
INVESTMENT IN THE ENTITY (A "PLAN ASSET ENTITY"), AND NO PERSON INVESTING "PLAN
ASSETS" OF ANY PLAN, MAY ACQUIRE OR HOLD THIS TRUST PREFERRED SECURITIES
CERTIFICATE OR ANY INTEREST HEREIN, UNLESS SUCH ACQUISITION OR HOLDING WILL NOT
RESULT IN A PROHIBITED TRANSACTION UNDER ERISA SECTION 406 OR CODE SECTION 4975,
OR SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER
U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23,
95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO SUCH
PURCHASE OR HOLDING AND, IN THE CASE OF ANY PURCHASER OR HOLDER RELYING ON ANY
EXEMPTION OTHER THAN PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 OR U.S. DEPARTMENT
OF LABOR REGULATION SECTION 2550.401c-1, HAS COMPLIED WITH ANY REQUEST BY THE
SPONSOR OR THE TRUST FOR AN OPINION OF COUNSEL OR OTHER EVIDENCE WITH RESPECT TO
THE AVAILABILITY OF SUCH EXEMPTION. ANY PURCHASER OR HOLDER OF THIS TRUST
PREFERRED SECURITIES CERTIFICATE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE
REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF THAT (A) IT IS NOT A PLAN OR A
PLAN ASSET ENTITY AND IS NOT PURCHASING SUCH SECURITIES ON BEHALF OF OR WITH
"PLAN ASSETS" OF ANY PLAN, (B) ITS

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PURCHASE AND HOLDING OF SUCH SECURITIES WILL NOT RESULT IN A PROHIBITED
TRANSACTION UNDER ERISA SECTION 406 OR CODE SECTION 4975, OR (C) IT IS ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14
OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING.

----------------------
1  Insert on Global Certificates only.

                                      C-2
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Certificate Number __________       Number of Trust Preferred Securities________
                                  CUSIP NO. [-]

           Certificate Evidencing Series B Trust Preferred Securities
                          of MetLife Capital Trust III
                    4.91% Series B Trust Preferred Securities
       (Initial Liquidation Amount $1,000 per Trust Preferred Securities)

      MetLife Capital Trust III, a statutory trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that (the "Holder") is the
registered owner of ________________ Trust Preferred Securities of the Trust
representing an undivided preferred beneficial interest in the assets of the
Trust and designated the MetLife Capital Trust III 4.91% Series B Trust
Preferred Securities (Initial Liquidation Amount $1,000 per Trust Preferred
Securities) (the "Trust Preferred Securities"). The Trust Preferred Securities
are transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer as provided in the Trust Agreement (as defined below).
The designations, rights, privileges, restrictions, preferences and other terms
and provisions of the Trust Preferred Securities are set forth in, and this
certificate and the Trust Preferred Securities represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Amended and
Restated Declaration of Trust of the Trust, dated as of June 21, 2005, as the
same may be amended from time to time (the "Trust Agreement"), among MetLife,
Inc., as Sponsor, J.P. Morgan Trust Company, National Association, as Property
Trustee, Chase Bank USA, National Association, as Delaware Trustee, the
Administrative Trustees named therein, and the Holders of Trust Securities,
including the designation of the terms of the Trust Preferred Securities as set
forth therein. The Holder is entitled to the benefits of the Guarantee
Agreement, dated as of June 21, 2005, as the same may be amended from time to
time (the "Guarantee Agreement"), by and between MetLife, Inc., as Guarantor,
and J.P. Morgan Trust Company, National Association, as Guarantee Trustee, to
the extent provided therein. The Trust will furnish a copy of the Trust
Agreement and the Guarantee Agreement to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.

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

      IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this day of

                                             METLIFE CAPITAL TRUST III

                                             By: ____________________________
                                                 Name:
                                                 Title: Administrative Trustee

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                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

            This is one of the Capital Securities referred to in the above
mentioned Trust Agreement.

Dated: _______________

                                             ________________________________
                                             As Property Trustee

                                             By: ____________________________
                                                 Name:
                                                 Title: Administrative Trustee

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                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust
Preferred Security to: ________________ (Insert assignee's social security or
tax identification number) (Insert address and zip code of assignee) and
irrevocably appoints ____________________ agent to transfer this Trust Preferred
Securities Certificate on the books of the Trust. The agent may substitute
another to act for him or her.

Date:                                        Signature:________________________

                                             (Sign exactly as your name appears
                                             on the other side of this Trust
                                             Preferred Securities Certificate)
                                             The signature(s) should be
                                             guaranteed by an eligible guarantor
                                             institution (banks, stockbrokers,
                                             savings and loan associations and
                                             credit unions with membership in an
                                             approved signature guarantee
                                             medallion program), pursuant to
                                             S.E.C. Rule 17Ad-15.

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